Highland Facilities Development Corporation

“Membership information the sole member of highland facilities development corporation ("hfdc") is highland hospital of rochester ("highland hospital"). The sole member of highland hospital is strong partners health system, inc. ("sphs"). Highland hospital, acting through its board of directors, has the authority to elect the governing body of hfdc, and certain decisions of the hfdc board are subject to the approval of the highland hospital board. Such decisions include appointment of the hfdc president and ceo, amendment of the certificate of incorporation and bylaws, approval of extraordinary corporate actions such as merger or dissolution, and approval of capital and operating budgets, strategic plans, and incurrence of certain debt. --------------------”

“Form 990 review process the form 990 of highland facilities development corporation ("hfdc") is prepared by finance staff and provided to pwc us tax llp and senior management for review prior to filing. The form 990 was provided to hfdc's board of directors prior to filing. --------------------”

“Conflict of interest policy directors are required to disclose a conflict of interest: (a) prior to voting on or otherwise discharging their duties with respect to any matter involving the conflict which comes before the board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the director learns of the conflict; and (d) on an annual conflict of interest disclosure form. The form is distributed annually and requires disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with highland facilities development corporation ("hfdc") that involves a potential conflict of interest for the individual. The forms are reviewed by the board chair and legal counsel, and conflicts disclosed on the forms or on an ad hoc basis are reviewed by a board committee. The committee considers the material facts concerning any proposed contract or transaction, including the process by which the decision was made to approve or recommend entering into the arrangement on the terms proposed, and approves such contracts or transactions only if the terms are fair and reasonable to hfdc and the arrangements are consistent with the best interests of hfdc. --------------------”

“Compensation review process written self-evaluations and performance evaluations for highland facilities development corporation's ("hfdc") directors annually are reviewed by the committee on compliance and compensation of the university of rochester medical center board. The committee reviews and approves total compensation for the directors and considers, in addition to the evaluations, the scope of the individual's job responsibilities, previous compensation and comparable compensation paid to people with similar responsibilities at comparable institutions. The comparable information is provided by an independent consultant and is based on local, regional and national compensation surveys. --------------------”

“Compensation information directors of highland facilities development corporation ("hfdc") receive compensation from the university of rochester, a related irc section 501(c)(3) organization, or from highland hospital of rochester, a related irc section 501(c)(3) organization. A portion of the salary expenses of these individuals is allocated to hfdc and is reported as "contracted services" on the statement of functional expenses. None of the board members of highland facilities development corporation are compensated for their board service. --------------------”

“Compensation information directors of highland facilities development corporation ("hfdc") receive compensation from the university of rochester, a related irc section 501(c)(3) organization, or from highland hospital of rochester, a related irc section 501(c)(3) organization. A portion of the salary expenses of these individuals is allocated to hfdc and is reported as "contracted services" on the statement of functional expenses. None of the board members of highland facilities development corporation are compensated for their board service. --------------------”