Nyhb Inc.

“NYHB, Inc. is a membership corporation, whose members are appointed by New York Presbyterian Healthcare System, Inc. ("System Inc.")”

“NYHB, Inc. elects New York Methodists Board of Trustees and the governing board of The New York Community Hospital of Brooklyn, Inc., a separate legal entity.”

“NYHB, Inc. had no committee's with authority to act on behalf of the governing body.”

“A copy of form 990 was provided to the board, and has been approved before it was filed.”

“Nyhb, inc. Follows new york methodist hospital's conflict of interest policy. New york methodist hospital monitors conflicts of interest through an annual questionnaire to all members of the board of directors, executives and all key employees. The questionnaires are reviewed annually by the chief financial officer, the compliance officer and the chairman of the audit and complance committee of the board of directors. If there is an actual or perceived conflict of interest, the matter is resolved by either the board of directors or the human resources division, depending on the level of the conflict as determined by the directives of the board committee.”

“Upon request, the organization will make available only those documents required to be disclosed under the public inspection laws.”

“Certain officers and key employees of the New York Presbyterian Hospital that are identified in part VII as officers or trustees of the NYHB, Inc. are responsible for executing the mission and management of the New York Presbyterian Hospital (NYP) and its affiliated entities. Compensation for 2014 of these upper level executives includes the payout of an annual incentive plan and a long-term incentive plan. This performance-oriented program conditions payments upon the achievement of multiple individual and group performance measures. Measures to monitor performance include: operational and financial strength, patient quality and safety, patient satisfaction, advancement of patient care, and people development and partnership. Incentive awards may only be granted if the organization achieves a financial surplus. Even if all relevant performance measurements are achieved, the NYP Board of Trustees retains full discretion to make or not make any incentive awards, or to reduce the amount of any incentive award. This initiative is critical to assuring that NYP has the requisite leadership to create and manage a highly motivated and engaged workforce, to drive superior performance throughout the organization and to achieve top tier medical center status. As a separate matter, due to restrictions imposed by the Internal Revenue Code, upper level executives are limited in the amount of benefits received under a tax-qualified retirement plan. Like many employers, NYP supplements these executives' pension benefits through a supplemental ("nonqualified") retirement plan. The supplemental executive retirement plan (SERP) is subject to a multi-year vesting requirement (commencing after five years of participation in the SERP, in prorated amounts through age 65) which places an executive's supplemental retirement benefit at risk of forfeiture if the vesting requirements are not satisfied. Once vested, however, provisions of the Internal Revenue Code require that the vested executive include in current income the value of his or her vested supplemental retirement benefit. Notwithstanding the legal requirement to recognize the vested value of the supplemental retirement benefit as current income, the supplemental retirement benefit will not be distributed to the executive until the executive actually retires from NYP (although, as permitted by the Internal Revenue Code, the supplemental retirement plan will effect a distribution of an amount necessary to satisfy the executive's tax liability resulting from the income recognition upon vesting). As noted, this supplemental retirement benefit will not be distributed to the executive until the executive actually retires from NYP. There are constantly changing legal, tax, accounting, and public disclosure rules for a SERP (supplemental executive retirement plan) in not-for-profit organizations. The executive Compensation Committee continuously monitors these changes and incorporates any changes into the overall SERP plan design. As in past years, the executive Compensation Committee of NYP requires a third party complete a review of the organization's compensation program to ensure its effectiveness in terms of government regulations, market conditions and the need to continually elevate organizational performance. The report also serves to meet the regulatory obligations to ensure that all elements of the executive compensation programs are reasonable. The individuals listed in part VII that are compensated by New York Presbyterian Hospital devote an average of sixty hours per week to perform their responsibilities for the New York Presbyterian Hospital and other related organizations in the aggregate.”