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. In the event that the organization does not receive a response from any such voting member, the organization reviews other information known to it regarding the voting member and makes a reasonable assessment of independence based on that information. The organization's bylaws require that yale new haven hospital 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 certain of the organization's current officers and/or trustees may serve as officers and/or directors of tax-exempt and 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 such affiliates 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.”

“Yale new haven hospital, as the sole member, elects the board of trustees of yale new haven care continuum corporation, subject to the additional approval of its sole member, yale new haven health services corporation.”

“The sole member of yale new haven care continuum corporation, yale new haven hospital, has the right to elect the board of trustees of the organization and appoint the president, and has the following additional rights, all subject the additional approval of its sole member, yale new haven hospital: to approve operating, cash flow and capital budgets; to approve graduate and undergraduate medical education arrangements; to approve major new clinical programs and services and continuation of same; approval of strategic plans; and adoption of safety and quality assessment policies; to approve the merger, consolidation, dissolution or the sale of all or substantially all the organization's assets; to amend the certificate of incorporation and bylaws of the organization, to approve the execution of long-term or material agreements, and to authorize the execution of contracts with an unrelated third party for management of the assets or operations of the organization. Yale new haven hospital retains the following authority: adoption of budgetary targets, indebtedness, management and control of liquid assets, and appointment of the independent auditor.”

“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 yale new haven health services corporation tax department. The return is initially reviewed by the executive director and vp 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 the chief financial officer of yale new haven services corporation and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization makes available a complete copy of the return to its board of trustees. A secure web portal is available to board members to access the return.”

“Yale new haven care continuum corporation is covered under the yale new haven health system conflict of interest policy approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system. The yale new haven health system conflict of interest 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 promptly report 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 and risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the president and ceo would consult with the board chairperson and the legal and risk services department to develop a plan to mitigate any actual conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters with which she or he had an actual or potential conflict and the actual or potential conflict would be disclosed to other voting members. Form 990, part vi, section b, lines 13 & 14: the yale new haven care continuum corporation is covered under the ynhhs document retention and whistleblower policies approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system.”

“Form 990, part vi, section b, line 15a compensation process for ceo/top official: the top yale new haven care continuum corporation ("ynhccc") official is an employee of yale new haven health services corporation ("ynhhs"). As such his compensation is approved by the ynhhs compensation and leadership development committee (the "ynhhs compensation committee"), a standing committee of the ynhhs board of trustees. The ynhhs compensation committee expressly determines the reasonableness of total compensation and benefits for all ynhhs officer-level executives, including the officer who serves as the top official of ynhhs, and assures that all officer-level executive compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated organizations. The ynhhs compensation committee consists of trustees who do not have material financial interests that could be affected by the officer-level executive compensation decisions made by the committee. The comparability data used to assist the committees in its compensation deliberations is compiled by an independent, national compensation consulting firm that is retained by and reports directly to the ynhhs compensation committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated organizations. The deliberations and decisions of the ynhhs compensation committee is contemporaneously documented, reviewed and approved by the committee, and provided to the board of trustees of ynhhs. Form 990, part vi, section b, line 15b compensation process for other officers as described in response to part vi, section b, line 15a above, certain officer-level executives are employees of ynhhs. Compensation determinations of ynhhs officer-level executives are made by the ynhhs compensation committee. Other officer-level executives are employees of other related organizations that have compensation committees charged with reviewing compensation in a manner consistent with the ynhhs compensation committee.”

“Copies of all available documents are accessible to the public upon request. Form 990, part vii, section b, line 2: the entity does not pay contractors directly. Contractors are paid by the entity's parent, yale new haven hospital (ynhh) ein: 06-0646652, then ynhh is reimbursed by the entity.”

“Assessment & fees: program service expenses 1,788. Management and general expenses 169. Fundraising expenses 0. Total expenses 1,957. Other professional fees: program service expenses 1,813,712. Management and general expenses 171,524. Fundraising expenses 0. Total expenses 1,985,236.”