Tja Orthopedic Surgery PC

“TJA Orthopedic Surgery, P.C. is a professional service corporation with a single stockholder. TODD ALBERT IS THE SOLE SHAREHOLDER AND SOLE DIRECTOR OF TJA ORTHOPEDIC SURGERY, P.C. Under its Bylaws, the stockholder elects the governing body (i.e., the Board of Directors) at each annual meeting of the stockholders. Under an agreement between the sole stockholder and Hospital for Special Surgery (HSS), only the stockholder and a nominee of HSS may serve as a Director or an officer of the corporation. The Bylaws prohibit certain conduct that would otherwise be within the authority of the corporation and its Board of Directors, and the bylaws may not be amended except with the consent of HSS. Such prohibited conduct includes, for example, the following: the corporation may not engage in conduct that is not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the IRC or a corporation to which contributions are deductible under Section 170(c)(2) of the IRC; no part of the net earnings or assets of the Corporation may inure to benefit of or be distributed to its stockholders, directors, officers or other private persons, except that reasonable compensation for services is permitted; and the corporation may not engage in lobbying efforts or intervene in any political campaign. FORM 990, PART VI, SECTION B - LINE 11B, REVIEW PROCESs The form 990 is prepared by an outside independent accounting firm. PRIOR TO SUBMITTING THE FORM 990 TO THE INTERNAL REVENUE SERVICE (IRS), THERE IS AN ESTABLISHED PROCESS FOR REVIEW OF THE DOCUMENT IN ITS ENTIRETY BY THE GOVERNING BODY WHOSE EVALUATIONS ARE MADE IN THE BEST INTEREST OF HSS. THE FORM 990 IS FIRST REVIEWED WITH THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THE REVIEWED FORM 990 IS THEN SUBMITTED TO THE FULL BOARD OF TRUSTEES. THE TRUSTEES ARE PROVIDED A COPY OF THE FORM 990 VIA COMPACT DISK PRIOR TO SUBMISSION OF THE FORM. IN ADDITION, SIGNIFICANT AREAS OF FORM 990 ARE DISCUSSED AT A BOARD OF TRUSTEES MEETING. FORM 990, PART VI, SECTION B - LINE 12C, CONFLICT OF INTEREST POLICY TJA Orthopedic Surgery, P.C. has adopted the Hospital for Special Surgery's (HSS') Policies on Conflicts of Interest, and its officers, directors, and key employees are required to disclose to HSS annually interests that could give rise to conflicts. The process followed to monitor and enforce compliance is specified under the policy and is conducted by HSS on behalf of TJA Orthopedic Surgery, P.C. ON AN ANNUAL BASIS, FINANCIAL INTEREST DISCLOSURE STATEMENTS ARE SENT TO ALL DIRECTORS, OFFICERS AND OTHER KEY EMPLOYEES OF TJA ORTHOPEDIC SURGERY, P.C. THE POLICY ALSO REQUIRES THAT ANY CHANGE IN THE DISCSLOSURES BE COMMUNICATED TO THE OFFICE OF CORPORATE COMPLIANCE OF HSS WITHIN 30 DAYS. THE INFORMATION RECEIVED IS ENTERED INTO A DATABASE AND REVIEWED FOR POTENTIAL CONFLICTS OF INTEREST. THE DATABASE INFORMATION IS ALSO REVIEWED BY THE EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER OF HSS, THE CHIEF EXECUTIVE OFFICER OF HSS, AND THE AUDIT AND CORPORATE COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES OF HSS. HSS HAS A CONFLICT OF INTEREST TASK FORCE THAT MEETS THREE TIMES A YEAR, OR AS NECESSARY, TO REVIEW AND UPDATE THE CONFLICT OF INTEREST POLICIES AND PROCEDURES. THE POLICY ON CONFLICT OF INTERESTS IN DAY-TO-DAY OPERATIONS STATES THAT IF A CONTEMPLATED TRANSACTION POSSIBLY BENEFITS (OR APPEARS TO BENEFIT) A COVERED PERSON OR ANY MEMBER OF HIS/HER IMMEDIATE FAMILY, THEN THE POTENTIAL BENEFIT OR CONFLICT MUST BE DISCLOSED TO, AND APPROVED BY, A DISINTERESTED OFFICER OF HSS BEFORE THE TRANSACTION MAY PROCEED. ACCORDINGLY, A COVERED PERSON MAY NOT PLACE BUSINESS WITH ANY THIRD PARTY (E.G., A VENDOR, COMPETITOR, OR OTHER ORGANIZATION) IN WHICH THAT PERSON OR ANY MEMBER OF HIS/HER IMMEDIATE FAMILY HAS AN INTEREST, UNLESS THAT INTEREST IS DISCLOSED TO, AND THE TRANSACTION IS APPROVED BY, THE VICE PRESIDENT FOR CORPORATE COMPLIANCE AND INTERNAL AUDIT ("CORPORATE COMPLIANCE OFFICER”

“PROCESS FOR DETERMINING COMPENSATION TJA Orthopedic Surgery, P.C. does not directly compensate the CEO, Executive Director or other officers or key employees of TJA Orthopedic Surgery, P.C. Its current director, officers and key employees are employed by Hospital for Special Surgery (HSS) and leased to TJA Orthopedic Surgery, P.C. The compensation of these individuals is determined in accordance with HSS' compensation program, which utilizes procedures intended to satisfy the rebuttable presumption of reasonableness under Section 4958 of the IRC, and in connection with physicians is determined by HSS and validated as reasonable and fair market value.”

“Disclosure governing documents tja orthopedic surgery, p.c. Makes its governing documents, conflict of interest policy and financial statements available to the general public upon request from the office of legal affairs of hospital for special surgery.”