Upmc Pinnacle Hanover

“Hanover Hospital contracted with WarBird Consulting Partners for the period of September 22, 2015 through April 20, 2016 for M. Chris Dover to perform the Interim CFO position.”

“Review of the draft of the Form 990 is performed by management with the outside accounting firm. All members of the board of directors are given a final copy of the form 990 prior to filing with the IRS. The final submission is reviewed by the finance committee so that their questions and concerns may be addressed.”

“hh's code of conduct contains principles outlining the policy of hh and standards that are intended to provide guidance to all individuals participating in hh's operations. the principles and standards shall be distributed at least annually to all directors, officers, employees and agents of hh. individuals are responsible to ensure that their behavior and activity is consistent with the code of conduct. the term "individuals" includes directors, employees and agents of hh and includes any person who fills such a role or provides services on behalf of hh including non-employed members of hh's medical staff providing services in hh, non-physician practitioners exercising privileges in hh, interns and medical students and shall include volunteers in hh. upon hire and annually thereafter, all employees must complete our compliance training, including review of our code of conduct statement. a copy of the code of conduct is located in hh's administrative policy manual. our code of conduct has standards and policies that address conflicts of interest. it is each employee's responsibility to review and comply with the code of conduct or discuss any questions or report any concerns to the corporate director of compliance. individuals are instructed that they owe undivided and unqualified loyalty to hh. individuals may not use their positions to profit personally or to assist others in profiting in any way at the expense of hh. individuals are expected to conduct themselves so as to avoid actual impropriety and/or appearance of impropriety in dealing with hh and to avoid disclosure or private use of the business affairs or plans of hh. determination of whether a conflict of interest exists or not and the assignment of any necessary action is made by the hh's audit committee, a subcommittee of our board of directors. participation on board of directors/trustees: - an individual must obtain approval of hh compliance officer prior to serving as a member of the board of directors/trustees of any organization whose interests may conflict with those of hh. an individual who is asked or seeks to serve on the board of directors/trustees of any organization whose interest would not impact hh (e.g., civic, charitable, fraternal, etc.) will not be required to obtain approval. - individuals shall seek the approval of hh compliance officer prior to retaining any fees or compensation (other than reimbursement for expenses) that are received by the individual for board services which may have been rendered during normal paid work time as an employee of hh.”

“the executive compensation committee, consisting of independent members of the hanover hospital board of directors, establishes pay and subsequent compensation increases of top management by utilizing four independent, industry specific compensation surveys. the committee recommendations were subsequently approved by the board of directors in executive session.”

“For physicians listed as officers or key employees, such compensation is derived from an independent survey report, as well as a retained external vendor when necessary to determine fair market value. The compensation for other key employees is determined by both local and national independent, industry specific survey data.”

“The organization makes forms 1023, 990 and 990-t available to the public upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Changes in Net Assets: NET ASSET TRANSFER TO AFFILIATES -7,835,000 Miscellaneous adjustment 180,256 Total -7,654,744”

“Oversight of audit: there have been no changes during the year in the process for oversight of the audit of the financial statements.”

“There are no management or service contracts or research agreements relating to the financed properties for the 2005 bonds.”