Greenwich Health Care Services Inc

“Part i, line 4 & part vi, line 1b number of independent voting members of the governing body the organization sought to confirm the independence of each voting member of its governing body by requesting that each such voting member respond to a questionnaire containing the pertinent instructions and definitions and designed to elicit the information necessary to determine independence. Based on responses to the questionnaires received by the organization and annual conflicts of interest disclosures, the organization was able to confirm that eighteen (18) voting members are independent.”

“Business relationships between officers, directors, trustees, or key employees: trustee william r. Berkley, jr. And officer/trustee frank a. Corvino are board members of the same business entity. The organization's current officers and/or trustees serve as officers and/or directors of taxable affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers do not have personal financial interests in the taxable affiliate and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Pursuant to section 3 of the organization's certificate of incorporation, the sole member of the organization is yale new haven health services corporation (ynhhs).”

“Yale new haven health services corporation (ynhhs), the sole member of greenwich health care services inc (ghcsi), has the authority to designate one representative of ynhhs to serve as a trustee of ghcsi and approve nominees to ghcsi's board of trustees in accordance with ghcsi's bylaws and that certain system affiliation agreement (the "affiliation agreement") by and among ynhhs, ghcsi and greenwich hospital ("the hospital").”

“Greenwich health care services inc (ghcsi) has reserved powers to yale new haven health system (ynhhs). In accordance with the ghcsi's bylaws and the affiliation agreement, ynhhs has the following rights, powers and privileges vis-a-vis ghcsi: (a) to designate one representative of ynhhs to serve as a trustee of ghcsi at the pleasure of ynhhs,which designee shall be a voting member of the executive or any similar committee of ghcsi; (b) to approve the nominees to the board of trustees of ghcsi in accordance with the provisions of section 3.3 of the ghcsi bylaws and section 4.2 of the affiliation agreement; (c) to direct ghcsi's board of trustees to remove any ghcsi trustee in accordance with provisions of ghcsi's bylaws and the affiliation agreement; (d) to approve the ghcsi's annual operating and capital budgets and strategic plans; and (e) to consent to (i) the sale of all or substantially all of ghcsi's assets, (ii) any merger or consolidation involving ghcsi, (iii) any contract to manage or administer ghcsi or any substantial part of the business of ghcsi,(iv) any liquidation or dissolution of ghcsi or filing for bankruptcy or similar protection,or (v) any change in the name of ghcsi. Further, in accordance with ghcsi's bylaws, ynhhs must approve any amendment to ghcsi's certificate of incorporation or bylaws.”

“Ghcsi is the sole member of greenwich ambulatory surgery center, llc (the "llc"), which, in turn has a membership interest in a physician joint venture formed for the purpose of operating a freestanding ambulatory surgery center. The sole activity of the llc is to hold this membership interest and thus it does not have its own policies and procedures. Oversight is provided by ghcsi and its applicable policies and procedures. See responses to questions 12a, 13 and 14.”

“The form 990 tax return and attached schedules were prepared by employees of the system tax department. The return is initially reviewed by the hospital director of corporate finance. Subsequently, it is sent to kpmg llp for their initial review. After all comments from the above are received and reviewed, the return is then reviewed by the chief financial officer and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization made available a complete copy of the return to the board of trustees by web portal.”

“Greenwich health care services, inc. Is covered under the yale new haven health system conflict of interest policy. The yale new haven health system conflict of interest policy (cc:r-7) and individual annual disclosure form applies to a pool of employees, board members and non-board members serving on board committees. These "covered individuals" are required to complete a conflict of interest disclosure statement, upon beginning employment or otherwise becoming a covered individual and annually thereafter. Covered individuals are also required to immediately report material changes to their most recently completed disclosure statement. These disclosure statements and reports are reviewed by the office of privacy and corporate compliance and/or the legal and risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the president and ceo would consult with the board chairperson and the legal and risk services department and take any actions that he deems required or appropriate to manage or resolve a potential conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters related to the potential conflict and the potential conflict would be disclosed to other voting members.”

“Copies of form 990, form 1023 (if available) and audited financial statements are maintained in the system tax department. Other corporate governing documents are maintained by the legal and risk services department. The conflict of interest policy, whistleblower policy, and document retention policy are available to all employees on the corporate internal website. Copies of all documents are available to the public upon request.”

“Transfer from affiliates 8,455,547.”