Suthbreit Properties Ltd

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. As reflected on core form, part i, lines 3 and 4 and also in part vi, lines 1a and 1b, there are a total of five voting members on the board of trustees. Of these five voting members, none are independent due to the fact that they are employed by an affiliate within the system and receive compensation in their respective roles. Although this federal form 990 shows no independent board of trustees under the new internal revenue service definitions; this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(2) and is controlled by thomas jefferson university; which is governed by a board whose majority is comprised of independent voting members.”

“Jeffex, inc. ("jeffex") is the sole member of this organization. Tjuh system, inc. ("tjuh system") is the sole member of jeffex. Thomas jefferson university ("tju") is the sole member of tjuh system. Accordingly, tju has the ultimate right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“The form 990 is reviewed internally by management of thomas jefferson university ("tju"), an affiliate of suthbreit properties, ltd. It is then provided to the board of trustees of suthbreit properties, ltd. Before filing.”

“Thomas jefferson university ("university") policy no. 102.13 ("the policy") governs conflict of interest disclosure and monitoring of all voting members of the universitys board of trustees and affiliate entity boards. The conflict of interest policy is designed to assist the university in evaluating arrangements, contracts, or transactions that may benefit the private interest of a trustee, their family member(s), a member of a committee or subcommittee that exercises board-delegated powers of the university, or senior management. The policy is intended to supplement but not replace applicable state and federal laws governing nonprofit charitable corporations. In accordance with the policy, each voting member of the board of trustees must complete, at least annually, the universitys conflict of interest disclosure process. The conflict of interest process includes distribution of an electronic disclosure to all persons who served as voting members of the board of trustees, members of senior management, and key employees during the previous fiscal year. (july 1 through june 30). The disclosure form elicits information related to the respondents actual or potential interests and activities in which he or she engaged during the reporting period. The process also requires covered persons to disclose such information about their family members, as that term is defined in the policy. In addition to attesting to the veracity of information contained within the disclosure, the voting member of the board of trustees must certify that he or she will abide by the universitys conflicts of interest and other relevant policies and will disclose all interests and activities related to their ongoing service on the board of trustees. Members of senior management and individuals identified as key employees receive disclosure questions required of members of the board of trustees under the policy and questions required under the policy for employees. All persons covered under the universitys board of trustees and employee-related conflict of interest policies maintain a continuing obligation to disclose all changes in interests, activities, and relationships throughout the year. The university maintains all original disclosure forms and certifications in accordance with its record retention policy. The university compiles and issues to the executive committee a comprehensive report of all actual or potential interests and activities reported during the board of trustees conflicts of interest disclosure process. The board of trustees for itself or through delegation to the audit, compliance and risk committee, evaluates all actual or potential conflicts of interest to determine whether activities or arrangements require management, reduction, or elimination of certain interests, activities, or relationships. When management of the identified conflict is required, the affected person(s), members of the boards executive committee, and certain members of executive management, receive notification of the requirements set forth in the management plan. Affected persons are expected to abide by the terms of the management plan, which may include but not be limited to recusal from deliberations and voting when appropriate. In addition to the above-outlined internal reporting and evaluation of activities, transactions, and relationships, the university reports on its internal revenue service form 990 and schedules information obtained from the coi disclosure process that pertains to relationships and transactions affecting governance related matters.”

“Thomas jefferson university ("tju") is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best practices in corporate governance. The tju board of trustees has charged the compensation and human capital committee (the "committee") with the oversight of tjus executive compensation, including arrangements covering the president and ceo, senior executives and other key employees (including clinical department chairs and select faculty). The committee meets multiple times during the year and is comprised of individuals who are independent and do not have conflicts of interest with regard to the compensation arrangements that fall within its purview. The committees process is designed to satisfy the rebuttable presumption of reasonableness that is available under the intermediate sanctions law, and includes the review of comparability data and the contemporaneous substantiation of its deliberations and decisions. The committees decisions are made in accordance with tjus compensation philosophy, which supports tjus objective of attracting, retaining and motivating talented individuals who have the appropriate experience and skills to achieve the institutions objectives. On an annual basis the committee reviews appropriate comparability data for similar institutions that reflect the mission, scope and complexity of tju and its constituent entities. The committee engages qualified, independent consultants as needed to provide advice on compensation matters and to prepare the comparability data, which are reviewed by the committee in advance of making its decisions. The committee reviews and approves compensation for the president and ceo and other senior executives based on market practices, an assessment of performance and other business judgment factors. Tjus executive compensation includes incentive pay, pursuant to which executives are rewarded based on the achievement of the organization, entity and individual performance goals that are established in advance of the performance period. These goals are linked to tjus mission, strategic and operating objectives, and have predetermined weights. At the end of the year, the committee approves the resulting awards based on a review of performance achievements relative to the goals; in appropriate circumstances, other discretionary factors may be considered when incentives are determined. The committee makes a determination of the reasonableness of compensation and maintains minutes that document its deliberations and decisions.”

“The organizations filed certificate of incorporation and any amendments can be obtained and reviewed through the commonwealth of pennsylvania.”

“Core form, part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of a related organization and not for services rendered as a voting member or officer of this organization's board of trustees.”

“James e. Robinson, former officer of the organization, is still employed within the thomas jefferson university and jefferson health system as the senior vice president and chief administrative officer methodist division of thomas jefferson university hospital, inc.; a related internal revenue code section 501(c)(3) tax-exempt hospital organization. Michael g. Curry, former officer of the organization, is still employed within the thomas jefferson university and jefferson health system as the vice president of physician operations and support services of thomas jefferson university hospital, inc.; a related internal revenue code section 501(c)(3) tax-exempt hospital organization.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). The system includes both for-profit and not for-profit organizations. Certain board of trustee members, key employees and officers listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected in core form, part vii of this form 990. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers or key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“The organization is an affiliate within jefferson/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). An independent certified public accounting ("cpa") firm audited the consolidated financial statements of the system for the fiscal years ended june 30, 2017 and june 30, 2016; respectively and issued a consolidated financial statement with consolidating schedules. An unqualified opinion was issued each year by the independent cpa firm. Tjus audit and compliance committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes the selection of an independent auditor.”