Valley Home Care Inc.

“The sole member of valley home care, inc. (vhc) shall be valley health system, inc. ("the parent").”

“Valley health system, inc. ('the parent") shall have right to approve or reject slate of nominees for the board of trustees. The parent shall also establish an executive compensation committee.”

“Valley health system, inc. ("the parent"), sole member of vhc, shall have the power to approve an action made by and/or initiate an action relating to any of following: 1) strategic actions, which shall include, but not limited to new strategic plans, modifications of existing strategic plans or mission statements, the addition or relocation of a clinical service or program generating or expected to generate revenues in excess of $2,000,000 in any fiscal year, the development of a management service organization, or the formation or dissolution of vhc; 2) major corporate decisions, which may potentially impact the philosophy of the system, which shall include, but not be limited to, joint ventures, corporate acquisitions, programmatic affiliations, mergers or consolidations, conversion of the tax-exempt status, sale or transfer of substantially all of the assets of any subsidiary or the dissolution of vhc; 3) any single expenditure greater than five percent (5%) of the annual operating budget and any amendments thereto: 4) the selection of auditors; 5) the appointment and removal of the president of vhc (or the approval of any recommendation of the board of the vhc for removal); and 6) major corporate decisions regarding the incurrence of debt in excess of five percent (5%) of the operating budget and the transfer or loan of cash or the conveyance, lease or other disposition of other assets to an affiliate or subsidiary without receiving equivalent value in return.”

“The form 990 is prepared by the organization's personnel and reviewed by the outside accountants. The accountant then presents the 990 to the financial committee for their review and provides any comments. The comments are reviewed and addressed until the return is approved for submission to the members of the board for their comments. After members of the board receive a hard copy of the 990 and approve the return it is finalized and filed with the internal revenue service.”

“The board mandates that annually all members of management and the governing body sign a conflict of interest policy and disclose any potential or actual conflicts that may exist. If a conflict of interst exists the organization will notify members of management or the governing body and investigate the conflict. If it is determined that an actual conflict of interest exists, the member of management or the governing body involved will be notified immediately and will not be allowed to vote or be part of any decisions about such transactions.”

“The valley home care inc. Has established a policy for compensation of its officers, top management and key employees. The policy mandates that compensation for its officers, top management and key employees be periodically reviewed by the executive compensation committee of the board of trustees free of any members with conflict of interest related thereto. The committee determines that the executives are being paid an appropriate level of compensation by using comparative data for similarly situated organizations. This process is done annually, last undertaken in 2015. Compensation decision on the amount of compensation paid and term is adequately documented in a contemporaneously written format.”

“Valley home care, inc makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by posting it on guidestar.org and other similar types of websites. In addition, forms 990 and 1023, as well as the financial statements and conflict of interest policy are available upon written request at 15 essex road 3rd floor, paramus, nj 07652 or at 201-291-6000.”

“The process for selecting an independent accountant and establishing a committee that assumes responsibility for oversight of the audit has not changed from prior year.”