Upmc Pinnacle Hanover

“Effective September 1,2017 UPMC Pinnacle became the sole member of Hanover Healthcare Plus, Inc. (HHCP), which remains the sole member of UPMC Pinnacle Hanover. UPMC Pinnacle Hanover bylaws were amended and restated and among the changes, but not limited to, are the board composition change to reflect UPMC Pinnacle certain leadership and board members on the UPMC Pinnacle Hanover/HHCP boards. Governance consolidates at the UPMC Pinnacle level with more direction from that board and committee level which includes representation from the UPMC Pinnacle Hanover and HHCP board. The creation of Hanover Hospital Foundation was created with the intent to distribute semi-restricted funds to be used for UPMC Pinnacle Hanover purposes. This distribution has not occurred as of the end of this tax year ending June 30, 2018. Form 990, Part VI, Section B, Line 11: 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.”

“UPMC Pinnacle Hanover's code of conduct contains principles outlining the policy of UPMC Pinnacle Hanover and standards that are intended to provide guidance to all individuals participating in UPMC Pinnacle Hanover's operations. the principles and standards shall be distributed at least annually to all directors, officers, employees and agents of UPMC Pinnacle Hanover. 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 UPMC Pinnacle Hanover and includes any person who fills such a role or provides services on behalf of UPMC Pinnacle Hanover including non-employed members of UPMC Pinnacle Hanover's medical staff providing services in UPMC Pinnacle Hanover, non-physician practitioners exercising privileges in UPMC Pinnacle Hanover, interns and medical students and shall include volunteers in UPMC Pinnacle Hanover. 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 UPMC Pinnacle Hanover'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 UPMC Pinnacle Hanover. individuals may not use their positions to profit personally or to assist others in profiting in any way at the expense of UPMC Pinnacle Hanover. individuals are expected to conduct themselves so as to avoid actual impropriety and/or appearance of impropriety in dealing with UPMC Pinnacle Hanover and to avoid disclosure or private use of the business affairs or plans of UPMC Pinnacle Hanover. determination of whether a conflict of interest exists or not and the assignment of any necessary action is made by the UPMC Pinnacle Hanover's audit committee, a subcommittee of our board of directors. participation on board of directors/trustees: - an individual must obtain approval of UPMC Pinnacle Hanover compliance officer prior to serving as a member of the board of directors/trustees of any organization whose interests may conflict with those of UPMC Pinnacle Hanover. an individual who is asked or seeks to serve on the board of directors/trustees of any organization whose interest would not impact UPMC Pinnacle Hanover (e.g., civic, charitable, fraternal, etc.) will not be required to obtain approval. - individuals shall seek the approval of UPMC Pinnacle Hanover 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 UPMC Pinnacle Hanover.”

“the executive compensation committee, consisting of independent members of the UPMC PINNACLE HANOVER 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 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.”

“(a) name of person: michael hess (b) relationship between interested person and organization: relative of officer philip guarneschelli (d) description of transaction: michael hess is a relative of philip guarneschelli and is compensated by upmc pinnacle as an employee. Philip guarneschelli does not supervise michael nor does he participate in discussions on michael hess' compensation.”

“Changes in Net Assets: NET ASSET TRANSFER TO AFFILIATES -10,060,000 Miscellaneous adjustment -1,207,970 Total -11,267,970”

“Upmc is audited on a consolidated basis. Therefore, there are no separate audited financial statements for upmc pinnacle and its subsidiaries.”

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