Nyu Langone Health System

“Lori fink, trustee & laurence d. Fink, co-chair, have a family relationship. Isaac perlmutter & laura perlmutter, trustees, have a family relationship. Alice m. Tisch & thomas j. Tisch, trustees, have a family relationship. Barry schwartz & debra perelman, trustees, have a business relationship. David a. Katz, esq. & martin lipton, esq., trustees, have a business relationship. Laurence d. Fink, co-chair, & linda gosden robinson, trustee, have a business relationship.”

“Description of classes of members or stockholders: the sole member of nyu langone health system is new york university.”

“Description of classes of persons and the nature of their rights: with respect to the election of the board of trustees of nyu langone health system, new york university (the "member"), as the sole member has the power and authority: 1. To elect the trustees; 2. Remove a trustee; and 3. Fill any vacancies in the board.”

“Description of classes of persons, decisions requiring approval and the type of voting rights: with respect to the decisions of the board of trustees of nyu langone health system, new york university (the "member") as the sole member, has the power and authority over the following matters: 1. Electing the system's board of trustees; 2. Removing the system's board of trustees; 3. Filling any vacancies in the system's board of trustees; 4. Amending or repealing the by-laws or adopting new by-laws; 5. Approving the system's merger or consolidation with another entity; 6. Approve the sale, lease, exchange, or other disposition of all, or substantially all, the assets of the system; 7. Reviewing the vision, mission, and strategic and financial plans of the system; 8. Reviewing the system's annual operating and capital budgets; 9. Approving any transaction that directly, or on a consolidated basis, has a value of $50,000,000 or more provided, that final approval of hospital debt necessary to finance the cost of compliance with operational or physical plant standards required by law, or to implement certificate of need applications, shall remain, in the case of nyu langone hospitals ("nyulh"), with nyulh and, in the case of long island community hospital at nyu langone health ("lich"), remain with the system; and 10. Approving any matter reserved to the member of a not-for-profit corporation under the new york not-for-profit corporation law ("npcl"). Any action taken by the system in its capacity as sole member of nyulh or lich must be approved by the university in order to be effective, except to the extent such rights are prohibited to a so-called "passive" parent under the new york public health law.”

“Description of the process used by management and/or governing body to review the form 990: 1. The finance department drafts the form 990 and the accompanying schedules based on the fiscal year's financial activity. 2. The draft is provided to the organization's external tax advisor for review. 3. The draft is then reviewed by the senior vice president of finance and corporate chief financial officer for completeness and accuracy. This is an iterative process which may involve more than one review by the organization's external tax advisor. 4. The reviewed draft is presented to the board of trustees' audit committee, as well as certain other officers for review. 5. Once approved by the audit committee, the form 990 is made available to the full board and then it is electronically filed with the irs.”

“Description of the process to monitor transactions for conflicts of interest: nyu langone health is the name of the integrated academic medical center that includes nyu langone health systems, nyu langone hospitals, and nyu's grossman school of medicine and long island school of medicine. All members of the nyu langone health community, including employees, trustees, officers, faculty, medical staff, residents, fellows, students, volunteers, trainees, vendors, contractors, consultants, sponsored individuals, and agents, have an obligation to conduct their nyu langone health duties and the affairs of nyu langone health in the best interests of the organization and in compliance with legal and regulatory requirements and nyu langone health policies, including its conflict of interest policies (the "conflicts policies"). In addition, specified members of the nyu langone health community have a duty to disclose annually and on an ongoing basis any activities or financial interests that may present actual or potential conflicts of interest where those interests could, or have the potential to, influence one's ability to perform their jobs in the best interests of nyu langone health. Disclosure process in accordance with the conflicts policies, the following members of the nyu langone health community are required to submit to the conflicts of interest management unit ("cimu") a conflicts disclosure statement upon appointment or hire and annually thereafter; they also have an ongoing obligation throughout the year to disclose actual or potential conflicts as they may arise. Members of the nyu langone health community required to provide conflicts disclosures include: " trustees, officers, and key persons " the dean/ceo and members of the executive leadership team " chairs, vice chairs, vice presidents, associate and assistant deans, department and division administrators " employees at the director level and above " full-time faculty members and part-time employed faculty members " anyone responsible for the design, conduct, or reporting of research or other sponsored projects (i.e., investigators and other key research personnel) " supply chain management/purchasing employees and anyone involved in purchasing decisions and/or contract negotiations on behalf of nyu langone health " members of oversight committees related to patient care, purchasing, research, or education " employees of the office of audit, compliance, and enterprise risk management, the office of general counsel, the office of government affairs, and certain members of the office of science and research as part of the disclosure process, members of the nyu langone health community are required to certify compliance with the applicable conflicts policies. The office of general counsel ("ogc") reviews conflicts disclosures with respect to trustees, officers, and key persons. In cases of an actual or potential conflict of interest, in consultation with the chair of the audit and compliance committee (the "acc"), ogc submits the conflict to the acc for review and evaluation; if the acc determines that a conflict exists, the acc adopts a plan to manage, reduce, or eliminate the conflict. In the case of related party transactions under new york law, the transaction may not be entered into unless the acc determines that the transaction is fair, reasonable, and in the best interests of nyu langone health. In certain instances as required pursuant to the conflicts policies, the conflict must also be reviewed and evaluated by nyu's audit and compliance committee. For all other members of the nyu langone health community, cimu is responsible for reviewing and evaluating conflicts disclosures and for determining whether a real or potential conflict of interest exists under the circumstances. In cases where there is an actual or potential conflict of interest, cimu may issue a management plan to manage, reduce, or eliminate the conflict or submit the matter for further review t”

“The organization's governing documents and conflict of interest policy are available to the public upon request. The nyu langone health system office of general counsel maintains copies of the governing documents and conflict of interest policies. A copy of the governing documents and conflict of interest policies may be obtained by contacting: nyu langone health system office of the general counsel 550 first avenue new york, new york 10016 telephone number: (212) 263-7300 the organization's financial statement, forms 1023, 990, and 990-t are made available upon request by e-mail at [email protected].”