Pocono Health System

“On December 11, 2015, LVHN executed an Affiliation Agreement with the Pocono Health System (PHS) providing for an affiliation between LVHN and Pocono Medical Center (PMC), Pocono Health Foundation (Foundation), Family Care Centers (FCC), Pocono VNA/Hospice (VNA), Pocono Healthcare Partners (PHP) and Pocono Ambulatory Services (PAS). The governing documents of PHS were amended such that effective January 1, 2017, the closing date of the affiliation, PHS merged into LVHN and LVHN became the sole member of Pocono Health System. PHS consists primarily of PMC, a 239-bed inpatient acute care hospital also providing rehab and emergency care to East Stroudsburg, Pennsylvania and surrounding communities, Pocono VNA/Hospice providing home health and hospice services, and FCC, a multi-specialty physician group.”

“The organization's sole corporate member is Lehigh Valley Health Network, Inc. (LVHN).”

“The organization's sole corporate member, lehigh valley health network, inc., has the power to elect, appoint, approve, or reject member's of the organization's governing body.”

“The organization's sole corporate member, lehigh valley health network, inc., has the power to approve or reject certain major operating decisions made by the orgazination's governing body.”

“The organization has an extensive 990 review process. The 990 is first reviewed by the accounting department and the CFO. After any necessary changes are made, a review is performed by the corporate compliance officer, the finance committee, and the CEO. After all changes are made, the final copy is provided to all board members for review and comment before filing with the IRS.”

“On an annual basis, Board members and key management personnel are required to complete a Conflict of Interest Disclosure Form. All forms are submitted to and reviewed by the Corporate Compliance Officer of Pocono Health System. Interested persons have a continuing obligation to disclose, through a written description, the existence and nature of any actual, apparent, or potential Conflict of Interest he/she may have. The Audit and Compliance Committee shall review the matter and determine whether a Conflict of Interest exists. Once all necessary information has been obtained, the Audit and Compliance Committee shall make a finding as to whether a conflict of interest indeed exists, and shall forward that finding to the Board of Directors for discussion and vote. Only disinterested Directors may vote to determine whether a Conflict of Interest exists. The subject Interested Person may not be present when this vote is taken. For all identified conflicts, the interested persons are required to leave the room while the related matters are discussed and voted on.”

“These activities are undertaken by Pocono Medical Center's (PMC) board, as Pocono Medical center compensates the CEO and CFO for services to pocono medical center and all related entities: Once every three years, or sooner if necessary, compensation reviews are conducted for the CEO and top management. A compensation committee recommends to the board the compensation of the president and ceo and compensation ranges for the vice presidents. the ceo shall then set the compensation of the vice presidents within the approved ranges. In making recommendations to the board on compensation and compensation ranges, the compensation committee relies on reports from an independent compensation consultant selected by the committee. To assure independence, the consultant shall perform no other services for PMC. The consultant was most recently used in April 2014. The committee reports its decisions to the board at its next executive session, at which time the board shall either ratify the decision or send it back to the committee for further deliberation. Once a final decision is reached, the board chairman informs the ceo of the decisions of the committee and ratification by the board regarding the ceo's salary and the salary ranges for the vice presidents. Minutes of the committee and the executive session portion of the board are prepared and retained in the administration offices and contain sufficient information to substantiate the deliberation and decision.”

“financial results are published in the annual report, a copy of which is distributed in a variety of public forums and would otherwise be provided upon request. the conflict of interest policy would be available for viewing in the business or administrative offices of PMC, upon request, to ensure the most current copy is always the one being made available. The governing documents are available upon request.”

“Pocono Medical Center, a related tax-exempt organization, is the common reporting agent for the group and files all 1099 forms for the Pocono Health System.”