Yale-New Haven Care Continuum Corporation

“Number of independent voting members of the governing body: the organization sought to confirm the independence of each voting member of its governing body by requesting that each such voting member respond to a questionnaire containing the pertinent instructions and definitions and designed to elicit the information necessary to determine independence. Based on responses to the questionnaires received by the organization and annual conflicts of interest disclosures, the organization was able to confirm that none of the voting members are independent. The organization's bylaws require that yale new haven hospital, inc. Elects the organization's board trustees. None of the organization's voting members are independent because all are compensated as officers or employees of the organization or a related organization.”

“Business relationships between officers, directors, trustees, or key employees the organization's current officers and/or trustees serve as officers and/or directors of taxable affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers do not have personal financial interests in the taxable affiliate and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Yale new haven hospital is the organization's sole member.”

“The member shall elect the board of trustees, which shall consist of not less than 3 directors.”

“The yale new haven health services corporation, as the organizations' sole member, has the rights, powers and privileges set forth in the organization's bylaws, including, in part, the authority to approve the nominees to the board of trustees, amendments to the governing documents, operating and capital budgets, initiation of new programs and clinical services or the discontinuation or consolidation of such programs, certain fundamental corporation transactions, and the issuance and incurrence of indebtedness.”

“The governing body has not authorized any committees to act on its behalf.”

“The form 990 tax return and attached schedules were prepared by employees of the system tax department. The return is initially reviewed by the executive director/director of corporate finance. Subsequently it is sent to kpmg llp for their initial review. After all comments from the above group are cleared, the return is then reviewed by a senior officer of the entity and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization made available a complete copy of the return to the board of trustees of the organization's sole member, yale new haven hospital. A secure web portal is available to access the return.”

“As an affiliate of yale new haven health system, the "system", the organization is covered by the system's conflicts of interest policy. This policy and individual annual disclosure form applies to a pool of employees, board members and non-board members serving on board committees. These "covered individuals" are required to complete a conflict of interest disclosure statement, upon beginning employment or otherwise becoming a covered individual and annually thereafter. Covered individuals are also required to immediately report material changes to their most recently completed disclosure statement. These disclosure statements and reports are reviewed by the office of privacy and corporate compliance and/or the legal & risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the ceo would consult with the board chairman and the legal & risk services department and take any actions that she deems required or appropriate to manage or resolve a potential conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters related to the potential conflict and the potential conflict would be disclosed to other voting members. Form 990, part vi, section b, lines 13 & 14: as an affiliate of yale new haven health system, the "system", the organization is covered by the system's document retention and whistleblower policies."”

“The reporting entity, itself, does not determine compensation; however, the related organizations' processes do include the steps described on lines 15a and 15b.”

“Copies of form 990, form 1023 (if available) and audited financial statements are maintained in the system tax department. Other corporate governing documents are maintained by the legal and risk services department. The conflict of interest policy, whistleblower policy, and document retention policy are available to all employees on the corporate internal website. Copies of all documents are available to the public upon request.”