F F Thompson Hospital Foundation Inc.

“Changes to the bylaws were approved by the board in march 2016 that included: updating various committee descriptions to properly reflect what current practice and membership is and to conform to various statues, including the nys non-profit revitalization act, the nys family health care decisions act and erisa. Un-attaching the conflict of interest policy from the bylaws and indicate where it can be found on thompson's policy manager system and to also specifically not that the policy applies to certain board members and key employees, in addition to others originally listed in the bylaws. Creating a "chair emeritus" non-voting position on the board.”

“The sole member of ff thompson foundation inc. Is ff thompson health system inc. (system). The system, the university of rochester medical center and the university of rochester (ur) are parties in an affiliation agreement whereby ur is the sole corporate member of the system. The system acting through its board of directors, has the authority to elect the governing body of foundation and certain decisions of the foundation board are subject to the approval of the system board. Such decisions include appointment of the foundation president and ceo, amendment of the certificate of incorporations and bylaws, approval of extraordinary corporate actions such as merger or dissolution, approval of capital and operating budgets, strategic plans, and incurrence of certain debt.”

“Refer to schedule o, membership information, form 990, part vi, section a, line 6.”

“Refer to schedule o, membership information, form 990, part vi, sction a, line 6”

“The director of finance and cfo reviewed the return. The return was made available to the board members via a shared intranet website. At the board meeting preceding the filing date, questions were entertained by management. There are several days after the board meeting where members can also review the return and ask questions prior to the filing dated.”

“Board members, officers, and key employees complete conflict of interest disclosure statements annually and the statements are reviewed by the audit committee and general counsel. The audit committee and general counsel are responsible for monitoring compliance and follow-up with any potential conflicts, including developing a conflicts of interest management plan that identifies each conflict and potential conflict and how it will be addressed. In addition, each board member, officer or key employee with a conflict or potential conflict receives a letter outlining how the conflict will be addressed.”

“Executive compensation at thompson is established by the compensation committee of the board of directors. The committee uses an independent company to gather comparable data in determining compensation levels for the president/ceo and senior level executives. The full board of directors is surveyed by the compensation committee on executive performance, this is considered in determining compensation levels. The compensation committee is also involved in goal setting for the ceo, which ties back to his performance reviews and incentive compensation rates. The year in which this process was last undertaken for each person was 2016.”

“These documents are available upon request by contacting the administrative office.”

“Pension related changes -3,066. Change in beneficial interest in charitable remainder trust 111,755. Contribution to hospital -345,093.”

“Employees and certain officers, directors, and key employees of fft senior communities inc. Receive compensation from the frederick ferris thompson hospital, a related irc section 501(c)(3) organization, through a common paymaster for its affiliates. Because employees are included in the common paymaster, a portion of the salaries of these individuals is allocated to the foundation and is included as part of other salary and wages on the statement of functional expenses. Certain officers and key employees of the foundation also devote significant time each week to other related organizations. None of the board members of the foundation are compensated for the board services.”