Thomas Jefferson University Hospitals Inc

“The following trustees have business relationships, not involving any transactions with tjuh: michael heller, charles kopp, and mark alderman michael heller and ira lubert harold honickman and ira lubert”

“Tjuh system is the sole member of tjuh. The board of trustees shall be those persons who serve from time to time on the tjuh system board. Tjuh system recommends individuals for appointment to its board of trustees to its sole member, tju. Tju elects members to the tjuh system board of trustees who automatically become members of the tjuh board of trustees for resolution.”

“The form 990 is prepared by an independent accounting firm in conjunction with tju finance personnel and is reviewed internally by management of tju. It is then presented to the audit and compliance committee of the board of trustees for review and final approval before filing. Form 990, part vi, section b, line 12c thomas jefferson 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 conflicts 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.”

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

“Other changes in net assets or fund balances transfer of pension fund to academic pillar 112,687,553 transfer of related part receivable for professional liability support from jup 30,500,736 majority interest in rosh 70,856,008 distribution of minority interests (3,195,000) insurance recovery 721,108 grant funded capital 778,142 all other changes (508,358) ------------- total $ 211,840,189”