The Hospital and Healthsystem Association of Pennsylvania

“Membership of hap is divided into the following classes: 1) general members - institutions, entities or organizations which support the mission and purpose of the hospital and healthsystem association of pennsylvania ("association") to be the leading advocate for improving the health and well-being of pennsylvanians. General members shall be the only voting membership class. At every meeting of members, each general member shall have one vote. 2)associate members - institutions and organizations not eligible for general membership but which support the purpose and objective of the association.”

“The form 990 is prepared internally by the association. The association's tax advisors then review the form 990 and make any necessary changes. After the tax advisors' review, the form 990 is given to the board for a detailed review. Once the board has reviewed, the association's tax advisors prepare the final form 990 and sends to the association for signatures and filing, along with a public inspection copy.”

“A written conflict of interest policy is distributed to all board members and employees on an annual basis with requested disclosures. The purpose of the conflicts of interest policy (the "conflicts policy") is to protect the interest of the association when it contemplates entering into a transaction or arrangement that might benefit a private interest of an officer or director of the association. The conflicts policy is intended to supplement, but not replace, any applicable state laws governing conflicts of interest applicable to nonprofit corporations. In connection with any actual or possible conflicts of interest, an officer, director, manager, key employee and their family members, business associates or interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees and board- delegated powers considering the proposed transaction or arrangement. An interested person is defined as any director, principal officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest. If a person is an interested person with respect to the association or any of the association's affiliates, he or she is an interested person with respect to the association and all of its affiliates. After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is deliberated and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest: -an interested person may make a presentation concerning the actual or potential conflict of interest at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest. -the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. -after exercising due diligence, the board or committee shall determine whether the association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. -if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not avoid a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors or committee members whether the transaction or arrangement is in the association's best interest and for its own benefit and whether the transaction is fair and reasonable to the association, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of the conflicts policy: -if the board or committee has reasonable cause to believe that an interested person has failed to disclose an actual or possible conflict of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclosure. -if, after hearing the response of the interested person and making such further investigation, as may be warranted in the circumstances, the board or committee determines that the interested person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“In fulfillment of the association's compensation committee's (comprised of hap board officers) responsibilities, specifically in regard to the ceo's compensation, each year the association's executive compensation committee and benefits consultant, sullivan cotter & associates, inc. ("sullivan cotter"), conducts a comprehensive review of ceo total compensation. To evaluate the total compensation program for the association's ceo, sullivan cotter annually: -collects and reviews background data, including financial data and current compensation information; -compiles comprehensive data for ceos with hap's select peer group; -compares the ceo's current salary, incentive benefit and total compensation levels to peer group median levels; and -prepares, for the committee's review, a memorandum documenting findings. The process for setting other officers- and key employees' compensation is the same as above. In fulfillment of the compensation committee's responsibilities, in regard to officers- and other key employees' compensation each year, the executive compensation and benefits consultant, conducts a comprehensive review of officers- and other key employees' total compensation. To evaluate the total compensation program for officers and key employees, sullivan cotter annually: -collects and reviews background data, including financial data and current compensation information; -compiles compensation data for the officers and key employees with a select peer group; -compares the officers- and key employees' current salary, incentive benefit and total compensation levels to peer group median levels; and -prepares, for the committee's review, a memorandum documenting findings. The compensation committee discusses, reviews and approves any recommendations provided by sullivan cotter. The final recommendation is approved by the board during an executive session.”

“SEE ANSWER TO 15A.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Hap advocated on behalf of pennsylvania's hospitals and health systems to maximize financial support to hospitals through state and federal action including 36.7 million of new state and federal funds supporting rural hospitals, 15.6 million increase in state and federal funds for ob/nicu, legislative packages to improve maternal health including coverage of doula services that will help preserve access to high-quality care for more patients, hospital access to prevent payment cuts to medicaid dsh, medicare dependent hospitals and low volume hospitals, and stopping harmful site- neutral payments and 340b rebate proposals. Advocated on behalf of pennsylvania hospitals to deliver 25 million in scholarships for high- demand careers, including nursing and allied health, 2 million to support apprenticeships, state telehealth legislation, and legislation to enable nurse and physician licensure compact to alleviate a portion of the workforce challenges facing hospitals. In addition, advocated to improve hospitals regulatory environment to hold back duplicative state price transparency requirements, additional state barriers to hospital mergers and acquisitions, and expedite clinician licensure. Advocated for workforce solutions including championing the save act, initiatives to enhance workplace protections and improve workplace safety, and eliminating the revalidation backlog and federal hospital-at-home and telehealth extension for greater hospital flexibility.”

“Change in cash surrender value of life insurance 77,000 equity in gain of subsidiary 728,107 post retirement liability adj 3,094 total 808,201”