Virtua Surgical Group Pa

“Directors Dioscoro T. Villanueva and Miguel L Deleon together own Surgical Group of South Jersey.”

“James Dwyer, DO is the Sole shareholder of VSG.”

“The Governance Committee of the Board of Trustees makes recommendations for new membership and the Virtua Health, Inc. Board of Trustees gives the final approval.”

“The Chairs of the various Board Committees of Virtua Surgical Group present their recommendations on significant matters to the full Virtua Health, Inc. Board of Trustees for their approval.”

“The form 990 is reviewed by in-house counsel, external tax consultants, and the Board of Trustees. A final copy of form 990 is provided to the Board prior to filling.”

“Virtua Surgical Group P.A. adopts the policies of Virtua Health, Inc. regarding monitoring and enforcing a conflict-of-interest policy. Virtua Surgical Group P.A., requires each Trustee, officer and member of a committee with Board-delegated powers shall annually sign a statement in which they agree to comply with the conflict-of-interest policy. The Board of Trustees is responsible for ensuring that periodic reviews of operations are conducted so that the organization operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its status as an organization exempt from federal income tax. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the Trustees and members of committees with Board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Trustees or committee members shall decide if a conflict of interest exists.”

“The policy for determining compensation for Executive Director, Top Management Official, other Officers, and Key Employees is determined by Virtua Health, Inc., a related organization. The policy states that executive compensation is determined using market data and performance criteria. The Compensation Committee of the Virtua Health, Inc. Board, which is composed entirely of independent trustees with no conflicts of interest, reviews data from an independent human resources consulting firm, including benchmarks by job title, market trends, and competitive analysis. The committee establishes the salaries for the CEO and Executive Vice Presidents/Officers. It also reviews and approves the salary recommendation by the CEO for all Vice Presidents/Key Employees. Each year the Committee receives a reasonableness opinion confirming the appropriateness of the salary recommendations.”

“Financial statements are available to the public upon request to the Virtua corporate finance department.”

“Independent contract all accounts payable transactions are paid by virtua - west jersey health system, inc. (21-0634532)”

“Net asset transfer to relieve due to affiliate 3,395,997.”