Lehigh Valley Hospital Pocono

“The sole member of the corporation is Pocono Health System (PHS), A Pennsylvania nonprofit corporation. 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 hospitals 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.”

“Pocono Health System, the sole member of the corporation, Elects/Appoints the board members of Pocono Medical Center (PMC).”

“THe following was noted in Section 4-07 of the organization's bylaws: "IN ADDITION TO ALL MATTERS REQUIRED BY LAW OR BY OTHER PROVISIONS OF THE BYLAWS TO BE SUBMITTED TO A VOTE OF THE SOLE MEMBER, THE SOLE MEMBER IS EMPOWERED TO INITIATE AND IMPLEMENT ANY OF THE FOLLOWING ACTIONS WITH RESPECT TO THE CORPORATION AND IF ANY SUCH ACTION IS OTHERWISE INITIATED BY THE CORPORATION, SUCH ACTION WILL NOT BECOME EFFECTIVE UNLESS APPROVED BY THE SOLE MEMBER: (A) TO ADOPT OR CHANGE THE MISSION, PURPOSE, PHILOSOPHY OR OBJECTIVES OF THIS CORPORATION OR ANY SUBSIDIARY CORPORATION; (B) TO DISSOLVE, REORGANIZE, DIVIDE, CONVERT, LIQUIDATE OR WIND-UP ANY SUBSIDIARY CORPORATION OR CONSOLIDATE OR MERGE THIS CORPORATION WITH ANY OTHER CORPORATION OR ENTITY; (C) TO ANNUALLY APPROVE ALL CAPITAL AND OPERATING BUDGETS FOR THIS CORPORATION; (D) TO ANNUALLY APPROVE THE STRATEGIC AND OPERATING PLANS OR ANY CHANGES THERETO OF THIS CORPORATION; (E) TO APPROVE ANY UNBUDGETED EXPENSE ITEM OF THIS CORPORATION IN EXCESS OF five hundred thousand ($500,000.00) DOLLARS; (F) TO RECEIVE, REVIEW, AND APPROVE FINANCIAL AND OPERATING REPORTS FROM THIS CORPORATION ON AT LEAST A QUARTERLY BASIS; (G) TO APPROVE ANY NEW LINE(S) OF BUSINESS AND/OR MATERIAL CHANGES IN EXISTING SERVICES AND/OR PARTICIPATION BY THIS CORPORATION WITH ANY OTHER ENTITY WHERE LICENSURE BY THE COMMONWEALTH OF PENNSYLVANIA IS REQUIRED AS A PRECONDITION FOR ANY SUCH ACTION, BUSINESS, SERVICE, OR PARTICIPATION; (H) TO APPROVE THE INCURRENCE OF INDEBTEDNESS BY THIS CORPORATION; (I) TO APPROVE THE AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THIS CORPORATION; (J) TO SPECIFY THE NUMBER OF AND TO ELECT OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS OF THIS CORPORATION; (K) TO APPROVE THE ELECTION OR REMOVAL OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS OF THIS CORPORATION; (L) TO REQUIRE EACH DIRECTOR OF THIS CORPORATION AND THE PRESIDENT, EACH VICE PRESIDENT, AND ALL KEY MANAGEMENT PERSONNEL OF THIS CORPORATION TO ANNUALLY SUBMIT TO THE BOARD OF DIRECTORS OF THIS CORPORATION A CONFLICT OF INTEREST STATEMENT IN FORM FIRST APPROVED BY THE BOARD OF DIRECTORS OF THE SOLE MEMBER; (M) TO ANNUALLY EVALUATE THE PERFORMANCE OF THIS CORPORATION'S BOARD OF DIRECTORS IN OVERSEEING THE MANAGEMENT AND PERFORMANCE OF THIS CORPORATION; (N) TO REQUIRE THAT THIS CORPORATION'S GOVERNANCE, DELIBERATIONS, AND ACTIONS ARE ORIENTED TO COMMUNITY SERVICE."”

“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 prior to issuance”

“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.”

“Once every three years, or sooner if necessary, compensation reviews are conducted for the CEO and top management. THE 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 for public inspection.”

“Change in fv of interest rate swap 842,911. Loss on extinguishment of debt -2,260,380. Defined benefit pension costs -218,916. Change in interest in net assets of the foundation -3,397,757. Net asset adjustment -25,504.”