Phelps Medical Services PC

“The annual Return of Organization Exempt From Income Tax (Form 990) for Northwell Health, Inc. and Affiliated entities are prepared with input from various departments including Corporate Compliance, Finance, Human Resources, and Legal. Before filing the returns, the documents are electronically made available to all trustees through a secure online portal. Members of the Executive Committee are then informed the returns are ready for review. The Executive Committee, which is a committee made up of members from the Board of Trustees, may exercise all of the authority of the Board of Trustees except as such authority is limited by applicable law and except to the extent, if any, that such authority would be inconsistent with any provision of these By-laws or is limited by any resolution to such effect adopted by the Board of Trustees.”

“Northwell Health, Inc. ("Northwell") has several control mechanisms to mitigate conflicts of interest. Northwell's Code of Ethical Conduct contains a detailed section educating individuals about how to avoid potential conflicts of interest. Specifically, our Code of Ethical Conduct requires individuals to conduct Northwell business in a manner that places the interests of Northwell ahead of their personal interests. In addition, Northwell has a Conflicts of Interest Policy Statement further elaborating upon individuals' disclosure and recusal obligations. Individuals that are in a position to influence the business or other decisions of Northwell are required to fill out a conflicts of interest disclosure form on a regular basis. The Corporate Compliance Office reviews all disclosures of possible conflicts, including matters disclosed in any conflicts of interest disclosure report and takes any actions deemed required or appropriate to manage or resolve any actual or potential conflicts of interest. In appropriate cases these disclosures and responsive actions will be reported to Northwell's Audit and Corporate Compliance Committee and other applicable committees. In addition, Northwell provides training to individuals on an annual basis regarding conflicts of interest and other compliance related topics. If an individual violates the Code of Ethical Conduct or any related policy such as the Conflicts of Interest Policy Statement, appropriate disciplinary action is taken based upon the facts and circumstances of the situation.”

“The by-laws of Northwell Health, Inc. ("Northwell") create a committee of the board with full powers of the board to review and approve the compensation of officers and other key employees. The committee consists of approximately 6 trustees who have no connection to Northwell except as trustees and they have no conflicts as to matters they consider. The committee meets several times a year as needed but always meets in November/December to review and determine officer and key employee compensation for the following year. For purposes of their review the committee considers the recommendations of the CEO for all persons other than the CEO. For purposes of the review each year the committee receives information from an outside independent compensation consultant as to compensation for comparable positions in comparable organizations and makes its decisions on this basis, with the overall objective of paying base salary at the 50th percentile. Any contracts or other compensation for officers or key employees are separately considered and normally only approved after receipt of a "fairness opinion" from the independent consultant. All the work and process of the committee is structured to fall within the applicable safe harbor regulations.”

“Currently the organization provides governance documents, conflict of interest policies and financial statements to the public upon request.”

“This organization is affiliated with Northwell Health, Inc. ("Northwell"). The Officers, Directors and Trustees listed on Schedule J hold similar positions with both this organization and other affiliates of Northwell, and they do not separately allocate their time to this organization and such other affiliates. The hours shown for all such persons reflect time devoted to Northwell and its affiliates, including this organization. For Directors and Trustees, the hours shown reflect the estimated average weekly time. For officers, Key Employees and Highest Compensated Employees, the hours shown reflect the weekly hours used when determining compensation payments for services rendered and are, generally, less than the actual weekly hours devoted to Northwell and its affiliates.”

“This organization is a member of Northwell Health, Inc. ("Northwell"). Northwell is the sole corporate member of this organization. Northwell has the right to elect or appoint members of the organization's governing body and has the right to approve or ratify certain corporate decisions.”