Tjuh System Inc

Form 990, Part VI, Section A, Line 2

“THE FOLLOWING TRUSTEES HAVE BUSINESS RELATIONSHIPS, NOT INVOLVING ANY TRANSACTIONS WITH TJUH SYSTEM: MICHAEL HELLER, MARK ALDERMAN, AND CHARLES KOPP GERARD SWEENEY AND MICHAEL HELLER CHRISTOPHER KNEIZYS AND RICHARD RILEY HYMAN KAHN AND JACK FARBER MICHAEL HELLER AND IRA LUBERT HAROLD HONICKMAN, LEONARD KORMAN, AND IRA LUBERT. FORM 990, PART VI, SECTION A, LINES 6, 7A & 7B TJU IS THE SOLE MEMBER OF TJUH SYSTEM As the sole member of TJUH SYSTEM it has the ability to exercise certain rights over the appointment and approval of directors and certain transactions. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED INTERNALLY BY MANAGEMENT OF TJU. IT IS THEN PROVIDED TO THE BOARD OF TJUH SYSTEM 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 APPROP”