Valley Physician Servcies Inc.

“On 5/21/2019, valley physician services, inc. (as part of valley medical group) updated and adopted new bylaws and legal documents to implement formally the board's integration into a parallel board of the valley health system's ("vhs") board. This change took effect july 1, 2019.”

“The organization is a membership corporation. The sole member of the organization shall be the parent, the valley hospital,inc.”

“The parent board shall have the right to approve the slate of nominees for trustees and/or to determine and submit a substitute slate of nominees pursuant to the provisions of section 3.3 of the by-laws.”

“The following governance decisions are reserved and/or subject to approval of the parent board: 1) strategic actions 2) major corporate decisions 3) any single expenditure greater than five percent of the annual operating budget 4) selection of auditors 5) appointment and removal of the chief physician executive/cmo and the president of the group 6) major corporate decisions regarding the incurrence of debt in excess of five percent of the operating budget”

“Vps has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 is prepared, it is submitted to the director of finance and finance committee for review. Any comments are summarized and provided to director of finance. Each issue is documented and addressed until the return is finalized and approved by the finance committee for filing with the internal revenue service. Before filing, the form 990 is made available for the board's review, by hard copy and or electronic copy.”

“Valley physician services, inc. Has a conflict of interest policy that applies to all of the members of management and board members. Annually, the board mandates that all members of management and the governing body sign a conflict of interest policy and disclose any potential or actual conflicts of interest that may exist. Legal reviews and determines if conflict of interest exists. If a conflict of interest exists the organization will notify members of management or the governing body and investigate the conflict. If it is determined that an actual conflict of interest exists, the members of management or the governing body will be notified immediately and will not be allowed to vote or be part of any decisions about such transactions. This process is documented in the minutes of the board meetings.”

“Vps has established a policy for compensation of its officers and top management. The policy mandates that compensation for its officers and top management, be annually reviewed by the executive compensation committee of the board of trustees free of any members with conflicts of interest related thereto. The committee determines that the executives are being paid an appropriate level of compensation by using comparative data for similarly qualified persons in functionally comparable positions at similarly situated organizations. Compensation decision on the amount of compensation paid and term is adequately documented in a contemporaneously written format. This process was last undertaken in 2016.”

“Vps makes its form 990, financial statements, form 1023, conflict of interest policy and governing documents available upon written request at 223 north van dien ave, ridgewood, nj 07450 or by calling the organization directly at 201-447-8000.”

“Change in assets held by foundation 79,994.”

“The audit committee is responsible for selecting an independent accountant and for oversignt of the audit. This process has not changed from the prior year.”