Bridgeport Hospital Foundationinc

“Business relationships between officers, directors, trustees, or key employees certain of the organization's current officers and/or trustees may serve as officers and/or directors of tax-exempt and 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 and/or trustees do not have personal financial interests in such affiliates and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Classes of members or stockholders: the sole member of bridgeport hospital foundation, inc. Is bridgeport hospital, itself a connecticut non-stock corporation exempt from federal income tax as an organization described in section 501(c)(3) of the internal revenue code.”

“Bridgeport hospital has the right to elect the board of trustees of the foundation in consultation with and with the consent of yale new haven health services corporation and officers of the foundation are elected by the foundation board or as otherwise set forth in accordance with the bylaws.”

“The member and yale new haven health services corporation have the right to elect the board of trustees of the foundation, and (on the recommendation of the board of trustees) the following additional rights: to approve operating, cash flow and capital budgets; to approve graduate and undergraduate medical education arrangements; to approve major new clinical programs and services and continuation of same; approval of strategic plans; and adoption of safety and quality assessment policies that do not conform with system policies; to approve the merger, consolidation, dissolution or the sale of all or substantially all the organization's assets; to amend the certificate of incorporation and bylaws of the organization, to approve the execution of long-term or material agreements. Additionally, yale new haven health services corporation retains the following direct authority: adoption of budgetary targets, indebtedness, management and control of liquid assets, appointment of the independent auditor and appointment of the president, with the approval of the foundation and its sole member.”

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

“The bridgeport hospital foundation, inc is covered under the ynhhs conflict of interest policy approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system. The yale new haven health system conflict of interest policy 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 of the foundation would consult with the foundation's 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.”

“Form 990, part vi, section b, line 15a: compensation process for ceo/top official: the top bhf official is an employee of bh. The bh management affairs committee is responsible for (1) determining the overall total compensation strategy for bh officer-level executives, including the bhf president, (2) approving all compensation and benefits decisions for bh officer-level executives, and (3) reporting such actions to the full bh board of trustees on an annual basis. In addition, the bh management affairs committee expressly determines the reasonableness of total compensation and benefits for all bh officer-level executives, and assures that all officer-level executive compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated organizations. The bh management affairs committee consists of trustees who do not have material financial interests that could be affected by the officer-level executive compensation decisions made by the committee. The comparability data used to assist the committees in its compensation deliberations is compiled by an independent, national compensation consulting firm that is retained by and reports directly to the bh management affairs committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated organizations. The deliberations and decisions of the bh management affairs committee is contemporaneously documented, reviewed and approved by the committee, and provided to the board of trustees of bh and bhf. Form 990, part vi, section b, line 15b: compensation process for other officers the executive compensation committee of the ynhhs strives to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The executive compensation committee is authorized under the ynhhs bylaws and is responsible for (1) determining the overall total compensation strategy for all corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the full ynhhs board on an annual basis. In addition, the executive compensation committee expressly determines the reasonableness of total compensation and benefits for all corporate officers, and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated not-for-profit healthcare executives in comparable organizations. The executive compensation committee consists of board members who do not have material financial interests that could be affected by the officer compensation decisions made by the committee. The comparability data used to assist the executive compensation committee in its compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the executive compensation committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated not-for-profit healthcare organizations. The deliberations and decisions of the executive compensation committee are contemporaneously documented, reviewed and approved by the executive compensation committee, and provided to the board.”

“Copies of all documents are available to the public upon request.”

“Pledge receivable write off -25,000.”