Schervier Apartments LLC

“Bon Secours Mercy Health, 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 Mercy Health Inc.”

“The Form 990 is prepared by BSMH's tax department and reviewed by management.”

“BSMH maintains a written and board approved Conflict of Interest Policy. The policy requires board members, officers, directors and key employees to annually disclose interests that could give rise to conflicts. The Audit and Compliance Committee (ACC) of the BSMH Board has the ultimate responsibility for Conflict of Interest, including the Policy implementation, compliance monitoring, and enforcement. Through the ACC, the Policy establishes the annual and ongoing requirement to make disclosures. BSMH Compliance Department reviews all Conflict of Interest disclosures to determine if a disclosed matter constitutes a potential Conflict of Interest requiring management intervention. The review constitutes an independent evaluation of all available facts and circumstances by a disinterested party. Potential Conflicts are shared with the disclosing individual's board chair or supervisor ("Leader"), and in collaboration with the BSMH Compliance Department, the Leader will conclude if an actual conflict exists and, if so, determine how it will be managed. Depending on the facts and circumstances, resolutions may include, but are not limited to, ongoing disclosure, recusal from board or committee deliberations and decision, or removal of the conflict. Upon the completion of the annual review process and review with the individual's Leader, the BSMH Compliance Department submits to the ACC a report of all conflicts and how they will be managed. The ACC will review such recommendations and either approve or request changes until approval may be granted.”

“The compensation committee of the board of Bon Secours Mercy Health, Inc. (BSMH) engages in a comprehensive process for the oversight and management of remuneration for executive employees and disqualified parties of the BSMH. 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 BSMH board of directors' and compensation committee minutes. Compensation Process Other Officers/ Key Employees: For those key employees and highest paid employees that are not reviewed by the BSMH 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 conflict of interest policy and financial statements are posted on the BSMH website.”

“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 Anne Lutz and Brother Art Caliman does not receive payroll distributions as they have taken a vow of poverty.”

“Transfers to Affiliates - -1358885;”