Mohawk Valley Health System

“The form 990 was presented to and reviewed by the board at a meeting prior to filing.”

“Any director, principal officer, member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. If a person is an interested person with respect to any entity in the health care system of which the corporation is a part, he or she is an interested person with respect to all entities in the health care system. A person has a financial interest if he or she personally has, directly or indirectly, through business, investment or family: (1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement, or (2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. Duty to disclose: in connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature or his or her financial interest, or any circumstances which may impair his or her ability to exercise independent fiduciary judgment, to the other directors, or to the other members of committees with board delegated powers, considering a proposed transaction or arrangement. Determining conflict: an interested person may, after disclosing a known conflict, disqualify him or herself from further participation in discussions or determinations regarding the transaction or arrangement, or may seek the guidance of the board or committee. In such cases, the interested person may be asked to leave the board or committee meeting while the actual or apparent conflict is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Addressing the conflict of interest: (1) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (2) after exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (3) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of conflict (1) if the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (2) if, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action as determined by the board, with respect to the director and the transaction or arrangement. Records of proceedings: the minutes of the board and all committees with board-delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the na”

“The board's executive compensation committee, has adopted and follows a process for reviewing and determining the compensation of the ceo and the executive management team. The executive management team consists of the following positions: (1) senior vice president/ chief operating officer (2) senior vice president/ chief financial officer (3) senior vice president/ chief medical officer (4) senior vice president/ cheif nursing officer the committee has engaged an independent compensation consultant to provide information and advice to committee, including but not limited, providing independent compensation comparability data for functionally comparable positions in similarly situated hospitals. The data is provided on an annual basis and is reviewed by the committee, along with other information, prior to approving any changes to compensation. The independence of the committee's members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present, those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member is appointed to the committee. The committee's deliberations and decisions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include, among other things, the written materials distributed or presented during the meeting and the specific decisions taken at the meeting.”

“It is the policy of the organization to make available to anyone who asks, a copy of its annual report to the internal revenue service on form 990, and its exempt status form. In accordance with the law, form 990 for a given year, will be made available for public inspection for a three-year period.”

“Program service fees with related parties: program service expenses 7,184,982. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,184,982. Other fees: program service expenses 275. Management and general expenses 0. Fundraising expenses 0. Total expenses 275. Bank fees: program service expenses 5,735. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,735.”

“The process for oversight of the audit by our independent accountants has not changed since last year.”