Nyu Langone Health System

“Lori fink, trustee & laurence d. Fink, co-chair, have a family relationship. Thomas s. Murphy & thomas s. Murphy jr., trustees, have a family relationship. Ronald o. Perelman & debra perelman, trustees, 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, ronald o. Perelman, & debra perelman, trustees, have a business relationship. Laurence d. Fink, co-chair, & linda gosden robinson, trustee, have a business relationship.”

“Section 2.3 - added additional powers of the member with respect to nyu winthrop. Section 3.3 - updated definition of ex-officio trustees to include the ceo of the system and the president and cfo of the university. Section 3.8 - added a provision regarding the board of overseers, which are not voting members of the board of trustees or counted as part of the quorum at annual meetings. Sections 6.2, 6.6, and 6.7 - added the communications committee and compensation and benefits committee to the current committees of the board.”

“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 $25,000,000 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 nyu winthrop hospital ("nyu winthrop"), with the system; 10. Approving the creation, acquisition and/or dissolution of an entity in which the system is proposed to be, or is, the controlling member; and 11. Approving any matter reserved to the member of a not-for-profit corporation under the new york not-for-profit corporation law ("npcl"), provided further, that if the system exercises any rights of the system as sole member of nyulh or nyu winthrop, such action 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 ("phl"). In addition to the matters enumerated above, and subject to limitations on a passive parent under the phl, the university has, with respect to nyu winthrop, approval rights over any approval given by the system for the incurrence by nyu winthrop of any indebtedness of $5,000,000 or more in any given fiscal year, and the exercise of any powers by nyu winthrop acting in its capacity as direct or indirect member, shareholder or partner of any affiliate, subsidiary or joint venture.”

“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 reviewed by the vice president of finance and chief financial officer for completeness and accuracy. This is an iterative process which may involve more than one review. 3. The reviewed draft is presented to the board of trustees' audit committee, as well as certain other officers for review. 4. Once approved by the audit committee, the form 990 is made available to the full board and then it is forwarded to the irs.”

“Nyu langone health system has adopted a conflicts of interest policy that is applicable to all trustees, officers, and employees of the organization. Furthermore, all trustees, officers, and employees of the corporation are subject to the conflict of interest policy of nyu langone health.”

“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”