Robert Wood Johnson Visiting Nurses Inc.

“The organization is a new jersey nonprofit corporation formed by its two (2) members, visiting nurse association health group, inc. And robert wood johnson university hospital, inc. The organization is governed and controlled by a board of trustees generally consisting of individuals equally appointed by its two (2) members. The trustees of the organization are also officers, directors, trustees or key employees of the member organizations. The members also maintain certain rights and powers over selected decisions made by the board of trustees. Such decisions which are subject to approval by the members include changes to the governing documents, dissolution of the organization, merger or asset acquisition and/or disposal plans, budget approvals, debt acquisition and appointment or termination of the chief executive of the organization.”

“The board of trustees of the organization has delegated responsibility for reviewing the form 990 to certain officers and management officials of the organization. A copy of the completed form 990 was reviewed by the selected officers and management officials of the organization and provided to the board of trustees prior to submission.”

“The compensation of the chief executive and other key employees of the organization is reviewed and approved by selected members of the board of trustees after consideration of compensation arrangements paid by similarly situated organizations for similar services, compensation surveys and other matters to determine that no more than reasonable compensation is paid.”

“The organization has a conflict of interest policy in place to address any and all conflicts that arise, are reported or are otherwise discovered. On an annual basis, all members of the board of trustees along with all members of the management team and certain other employees are provided a current copy of the policy and are also required to complete a conflict of interest questionnaire. These questionnaires are reviewed and resolved, as necessary, by the board of trustees.”

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

“The organization has entered into a management services agreement with visiting nurse association health group, inc. To perform certain management duties. Such services include, among other items, the preparation of annual budgets; the execution and implementation of all policies and directives of the board of trustees; the establishment of rates and charges for services rendered; the maintenance of all proper and appropriate books and records regarding the business and operations; the payment of all bills for services rendered to the organization; the issuance of all bills for services rendered; the provision of all general administrative services; the proper maintenance and implementation of all necessary and appropriate payroll and human resource records; the provision of financial and other reports with respect to the operations of the organization; and the timely preparation and submission of cost reports, tax returns and other such filings and submissions as may be required under applicable law.”

“Based on the instructions to form 990, the organization believes that part iv, question 28 can be answered no, and that the organization does not need to complete schedule l, part iv. In the interest of complete disclosure, however, the following information is provided: steven h. Landers, md, mph, peter gaylord and sherl brand are employees and officers of visiting nurse association health group, inc. (group). The group is an affiliated nonprofit organization that is a fifty (50%) percent member of the organization and provided management services to the organization in the amount of $1,999,797 in 2015. The group is the sole corporate member of visiting nurse association of central jersey, inc. (vnacj). The group and vnacj provided contracted nursing, therapy, medical social worker and home health aide services to the organization in the amount of $466,966 in 2015.”

“Other changes in net assets: distributions to members $1,200,000”