Laurel Health System

“The Laurel Health System (LHS) has one corporate member, UPMC Susquehanna. Effective October 1, 2016 the University of Pittsburgh Medical Center (UPMC) became the sole corporate member of Susquehanna Health System and the name was formally changed to UPMC Susquehanna.”

“UPMC Susquehanna may elect or remove members of the governing body.”

“All the business and affairs of the Entity shall be managed and controlled by the Board of Directors, subject to the oversight of the sole member, UPMC Susquehanna, of the management and operation of the Entity, except that the following powers are reserved exclusively to the sole Member of the Entity, and no attempted exercise of any such powers by anyone other than the sole Member shall be valid of any force or effect whatsoever. The sole Member shall exercise its powers through its Board of Directors. The sole Member shall have the exclusive authority to exercise the following powers: A) to appoint or elect the directors B) to appoint and remove the President following consultation with the Entity C) to approve the nominees for elected offices and to return the list of approved nominees to the governing bodies for election D) to remove, with or without cause, any director or any elected officer E) to amend the Governing Instruments and to approve all amendments to the Governing Instruments which are proposed for adoption F) to approve the annual operating and capital budgets G) to establish requirements for a unified budget H) to approve the incurrence or issuance of debt proposed by Entity and the encumbrance of any Entity assets to secure any such incurred debt I) to incur debt (or to cause debt to be incurred) on behalf of the Entity J) to require contributions in cash or cash equivalents to support the working capital needs or capital projects of any one or more System Entities K) to require that any debt incurred on a System-wide basis by or at the direction of UPMC Susquehanna shall be the joint and several obligation of each System Entity L) to direct or approve any cash contributions or any other capital contributions made by one System Entity to another System Entity M) to allocate any financial resources in such manner as UPMC Susquehanna determines to be necessary N) to approve the sale, transfer or other disposition of Entity or Entity property unless it is made in the ordinary course of business or involves assets with a fair market value of less than one hundred thousand dollars O) to direct the transfer of property from the Entity to one or more other System Entities P) to approve of any investment of assets by Entity not within the limits of the System's approved investment policy Q) to establish requirements for the approval of the acquisition, purchase, sale, transfer, encumbrance, leasing, construction or demolition of land or building outside the ordinary course of business R) to approve any decision with respect to the addition, modification or discontinuance of any patient care or diagnostic program or health care service S) to approve of any change in licensure of Entity; licensure of any Facility; certification, registration, accreditation, permit, or related approval of any activity T) to require Entity to add, modify, relocate or discontinue any patient care of diagnostic program or health care service U) to approve or direct any merger, consolidation, organization, reorganization, joint venture, corporate division, sale, conversion, lease or exchange of substantially all the assets, dissolution, liquidation or any other modification of corporate structure or affiliations affecting the autonomy, governance, or operations, and the creation or acquisition of any new affiliate by Entity V) to dissolve or terminate the existence of Entity and to determine the distribution of assets upon such termination or dissolution W) to coordinate managed care plans involving Entity, including decisions concerning entry into or renewal of any contract or agreement relation thereto X) to develop and/or enter into key strategic relationships on behalf of Entity Y) to select any outside financial auditors, general legal counsel or investment advisors to provide services on behalf of the Entity.”

“A high-level overview of Forms 990 is presented to the parent Board of Directors (UPMC Susquehanna) before filing and complete drafts of all returns are made available to all Board members through the CEO's and CFO's offices.”

“Annually on the 1st day of January, UPMC Susquehanna sends to all directors, officers, management staff and contracted physicians a questionnaire to be completed and returned by January 15. A report is submitted to the Board of Directors to notify them of any conflicts of interest disclosed.”

“On a bi-annual basis, an independent compensation consulting firm performs an analysis of the leadership salary structure in relationship to the labor market using data from four different salary surveys. Their analysis is reviewed with the Governance committee of the Board of Directors. The firm then outlines its recommendations for the proposed executive salary structure to the committee for their consideration and approval.”

“Governing documents, financial statements, and conflict of interest policies are available upon request from the person listed as possessor of the information on line 20.”

“Debt transferred to UPMC 258716. Close-out of Tyoga CareNet and Laurel Management to parent LHS -476643. Restricted investments transferred to related parties -52432.”

“The organization has changed neither the oversight process nor the independent accountant selection process during the fiscal year.”

“UPMC, the sole member of UPMC Susquehanna, has assumed the responsibility for oversite of the audited financial statements at a system level for FY 2017.”

“All 1099's were issued by UPMC Susquehanna for the twelve months ended June 30, 2017. All expenses were then allocated back to the entities.”