Palisades General Care Inc

“Palisades healthcare system, inc. ("system") is the sole member of this organization. System has the right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“DURING 2015, THE ORGANIZATION WAS AN AFFILIATE WITHIN PALISADES HEALTHCARE SYSTEM, INC. AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). PALISADES HEALTHCARE SYSTEM, INC. WAS THE TAX-EXEMPT PARENT ENTITY OF THE SYSTEM. In September 2014, the System and HACKENSACK UNIVERSITY HEALTH NETWORK ("HackensackUHN"), A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM, signed a letter of intent to make HackensackUHN the parent company of the System. Effective March 1, 2016, after the completion of the required regulatory approvals, HackensackUHN became the parent company of the System. The System began doing business as HackensackUMC Palisades. IN MAY 2015, HackensackUHN SIGNED A DEFINITIVE AGREEMENT WITH MERIDIAN HEALTH SYSTEM, INC.; a tax-exempt integrated healthcare delivery system, TO MERGE BOTH PARENT ORGANIZATIONS; CREATING ONE INTEGRATED HEALTHCARE DELIVERY SYSTEM KNOWN AS HACKENSACK MERIDIAN HEALTH, INC. ("HMH"), TO BETTER MEET THE NEEDS OF MANY NEW JERSEY COMMUNITIES. THE MERGER BECAME EFFECTIVE UPON THE RECEIPT OF REGULATORY APPROVALS ON JULY 1, 2016. THIS FEDERAL FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF HMHS GOVERNING BODY, ITS BOARD OF TRUSTEES, PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE ("IRS") AND FOLLOWING A REVIEW BY HMH'S COMPLIANCE AND AUDIT COMMITTEE. HMH'S BOARD OF TRUSTEES HAS ASSUMED THE RESPONSIBILITY TO OVERSEE, REVIEW AND APPROVE THIS FEDERAL FORM 990, INCLUDING THE PREPARATION, REVIEW AND FILING PROCESS. AS PART OF THE TAX RETURN PREPARATION PROCESS THE ORGANIZATION HIRED A PROFESSIONAL CPA FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRM'S TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATION'S FINANCE PERSONNEL AND VARIOUS OTHER INDIVIDUALS OF THE ORGANIZATION AND THE SYSTEM ("INTERNAL WORKING GROUP") TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATION'S INTERNAL WORKING GROUP FOR REVIEW. THE ORGANIZATION'S INTERNAL WORKING GROUP REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENTS WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990 WHERE NECESSARY AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATION'S INTERNAL WORKING GROUP FOR FINAL REVIEW. THEREAFTER, THE FORM 990 WAS REVIEWED BY HMH'S COMPLIANCE AND AUDIT COMMITTEE PRIOR TO PROVIDING IT TO EACH VOTING MEMBER OF HMHS BOARD OF TRUSTEES AND FILING WITH THE IRS.”

“The organization is an affiliate within palisades healthcare system, inc. And affiliates; a tax-exempt integrated healthcare delivery system ("system"). The organization and the system regularly monitor and enforce compliance with its conflict of interest policy. Annually all members of the board of trustees, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the organization and the system's chief compliance officer for review. Thereafter, the system's chief compliance officer prepares a summary of the completed questionnaires which contains information disclosed on an individual by individual basis and then presents this summary to the organization's governance committee for its review and discussion.”

“The organization is an affiliate within palisades healthcare system, inc. And affiliates; a tax-exempt integrated healthcare delivery system ("system") which includes palisades medical center ("pmc"). Pmc's board of trustees has an executive compensation committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of the organization's senior management, including the president/chief executive officer and chief financial officer. The committee reviews the "total compensation" of the individuals which is intended to include both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee's review is done on at least an annual basis and ensures that the "total compensation" of senior management of the organization is reasonable. The actions taken by the committee in conjunction with the board of governors enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the senior management team, including the president/chief executive officer and chief financial officer. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The compensation committee is comprised entirely of members of the board of governors each of whom are independent and are free from any conflicts of interest. However, the ultimate decision to review and approve of certain senior management executive compensation and benefits, including the president/chief executive officer and chief financial officer resides with the board of governors. Following the compensation committee review of performance and certain senior management compensation and benefits it makes recommendations to the board of governors which has final authority to approve, disapprove or to adjust the recommendations of the compensation committee. In attendance at each meeting is an attorney advisor. In addition, the committee uses the services of a compensation consultant. Both the compensation consultant and attorney advisor are not members of the board of governors or members of the committee. The compensation committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the reviewing of hospital and healthcare system executive compensation and benefits throughout the united states. This study used comparable geographic and demographic market data including but not limited to similar sized hospitals, number of licensed beds and net patient service revenue. The compensation committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which the executive compensation and benefits was reviewed and subsequently approved. The actions outlined above with respect to the compensation committee and the board of governors and the establishment of the rebuttable presumption of reasonableness only applies to certain senior management personnel, including but not limited to the president/chief executive officer and chief financial officer. The compensation and benefits of certain other individuals contained in this form 990, including the chief operating officer,”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from this organization or a related organization. Please note this remuneration was for services rendered as full-time employees of the organization or the related organization and not for services rendered as a voting member or officer of this organization's board of governors.”

“This organization is an affiliate within palisades healthcare system; a tax-exempt integrated healthcare delivery system ("system"). The system includes both for-profit and not for-profit organizations. Certain board of trustee members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected on part vii of this form 990. The hours reflected on part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of palisades healthcare system; not solely this organization.”

“The organization is an affiliate within the palisades healthcare system, inc., a tax-exempt integrated healthcare delivery system which includes palisades medical center. An independent cpa firm audited the consolidated financial statements of palisades healthcare system, inc. And its affiliates for the years ended december 31, 2015 and december 31, 2014; respectively. The audited consolidated financial statements contain combining schedules on an entity by entity basis. The independent cpa firm issued an unqualified opinion with respect to the audited consolidated financial statements each year. The palisades medical center audit and compliance committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes this organization, and the selection of an independent auditor.”