Schervier Apartments LLC

“On July 5, 2016, the articles were amended to clarify that the entity is organized and operated exclusively for charitable purposes; the operating agreement was also amended and restated to include certain provisions required by the IRS for limited liability companies seeking tax-exempt status.”

“Bon Secours Health System, Inc. is the sole member of Bon Secours New York Health System, Inc. (BSNYHS), which in turn is the sole member of Schervier Apartments, LLC.”

“As the sole corporate member, BSNYHS has the power to appoint the President and Executive Vice President of Schervier Apartments, LLC. BSNYHS has the power to approve or withhold approval of amendments to their bylaws, approve strategic plans, approve capital budgets, approve operating budgets as well as change the philosophy objectives or purposes of the organization. In addition, BSNYHS has the power to remove or replace any member of the board of directors.”

“Certain authorities of Schervier Apartments, LLC are reserved to its member or to Bon Secours Health System, Inc.”

“The process the organization uses to review the Form 990 consists of a review by the local system board of directors to allow for a thorough review before the filing date. The local system's board of directors has reviewed the Form 990 and asked questions regarding the Form 990 prior to the return being filed.”

“The organization regularly and consistently monitors compliance with the conflict of interest policy. On an annual basis, all persons subject to the policy, including all officers, directors and key employees are required to make certain disclosures. These include disclosures related to certain personal, financial and organizational relationships that may present a conflict, or the appearance of a conflict of interest with the organization. All disclosures go through a three-part review process: (1) disclosures are reviewed first by the corporate responsibility officer (CRO); (2) a governance team comprised of the CEO, board president, board chair, CRO, and the BSHSI CRO participate in a second review of all disclosures during which recommendations are made as to the resolution of any conflicts or potential conflicts. Depending on the facts and circumstances, resolutions may include ongoing disclosure, recusal or removal of the conflict; and (3) all disclosures and recommendations are reviewed by a board committee (audit and compliance committee reviews the disclosures of management and the governance committee reviews the disclosures of the board and board committee members).”

“The compensation committee of the board of Bon Secours Health System, Inc. (BSHSI) engages in a comprehensive process for the oversight and management of remuneration for executive employees and disqualified parties of the BSHSI. The compensation committee consists of a group of independent board members and engages an independent external compensation consultant to ensure they receive appropriate analysis of market and follow the practices necessary to obtain full compliance with the IRS' rebuttable presumption of reasonableness. The committee establishes and maintains a compensation philosophy; reviews pay practices against local, regional and national healthcare organizations and approves all remunerative decisions for this group of individuals. The committee reviews and receives assurances that all levels of pay within the organization are reasonable based on performance and validates incentives are met. These decisions are documented in the BSHSI board of director's and compensation committee minutes. Form 990, Part VI, Section B, Line 15b: Compensation Process Other Officers/Key Employees: For those key employees and highest paid employees that are not reviewed by the BSHSI compensation committee, the process included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. In the review, the other officers or key employees of the organization were compared to other hospitals' employees in the area that hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in human resources.”

“The filing organization makes all documents available to the general public upon request.”

“Board Member positions are generally voluntary in nature. Compensated employees of the filing organization and other related organizations who also hold board positions are compensated only in relation to their employment and do not receive additional compensation for their board responsibilities. Sr. Fran Gorsuch and Brother Art Caliman do not receive payroll distributions as they have each taken a vow of poverty.”

“Reversal of DTA and other accruals due to conversation to 501c3 -1,546,781. Changes in net assets related to purchase of apts from related NFP org 82,122.”