Montefiore Medicine Academic Health System

“Montefiore Einstein amended its bylaws in 2023 to conform with best practices for being a strategic parent including reducing the Board size, clarifying board composition and reorganizing its committee structure. In addition, Montefiore Einstein amended and restated its certificate of incorporation in 2023 to list its supported organizations.”

“The form 990 was prepared by montefiore's finance department with the assistance of various departments. The form 990 was reviewed and approved by the vice-president-finance and montefiore's senior leadership team including the chief financial officer. In addition, an independent accounting firm was engaged to review the form 990. Upon completion of the various reviews, the form 990 was presented to the board of trustees for review and approval prior to filing.”

“The organization regularly and consistently monitors and enforces compliance with the disclosure policy by means of a survey form developed by counsel and approved by the legal and compliance committees of the board of trustees. The survey is sent to all trustees, officers and key employees for completion. All survey responses are reviewed by the compliance officer. Any potential conflicts identified in the responses are discussed with senior management and/or the legal and compliance committees of the board of trustees. Potential actions to be taken in response to a conflict would be one or more of the following: 1)disclosure of conflict; 2)individual recusal from decisions for transactions where that individual may have a conflict; 3) request the individual to alleviate the conflict; or 4)removal of the individual from the board of trustees.”

“Montefiore einstein, inc. Is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best corporate governance. The board of trustees has charged the compensation committee of the board (which is comprised of independent board members with no conflicts of interest in regards to executive compensation) with making all decisions related to compensation for officers and key employees. All decisions made by the compensation committee are appropriately and timely documented in meeting minutes.”

“The compensation committee's review process follows the intermediate sanctions guidelines for qualifying for the rebuttable presumption of reasonableness. The committee retains an independent compensation consultant to assist it with this process. Compensation levels are established considering data for comparable organizations, an assessment of management performance (including the services provided to the community), and other business judgment factors, consistent with montefiore's executive compensation philosophy. The committee's decisions are made in the best interest of montefiore, and are intended to ensure the recruitment and retention of key executive talent, consistent with the market practices of other not-for-profit healthcare organizations of comparable scope, mission and complexity. On an annual basis, the committee provides the full board of trustees with a description of the committee's review and approval process and its decisions.”

“The conflicts of interest policy and governing documents are made available upon request.”

“All employees benefit costs, including pension and payroll taxes, for the system's parent organizations are charged to montefiore medical center. The medical center, in turn, assesses the parent organizations for a composite rate based on salaries for all benefit costs. The organization's assessment for employee benefits is reflected on line 9, other employee benefits, of part ix that includes cost for both pension and payroll taxes. Line 8 for pension cost includes only the expenses for the supplementary defined contribution pension plan that is not included in the fringe benefit composite rate.”

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