Careplus Bergen

FORM 990, PART VI, SECTION B, LINE 11B:

“THE FORM 990 IS REVIEWED BY THE CFO, THEN A COPY IS reviewed by the audit committee in detail and then provided TO THE full GOVERNING BODY with the opportunity for discussion BEFORE BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C: The organization has a written conflict of interest policy. Each designated personnel, director, officer and member of a committee with board delegated power shall annually sign a statement and disclose interests that could give rise to conflicts. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. all directors will be advised of any potential conflicts of interest for any director and/ or committee member. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. FORM 990, PART VI, SECTION B, LINE 15A AND 15B: THE President & ceo's COMPENSATION IS REVIEWED BY THE BOARD'S COMPENSATION COMMITTEe WHICH CONSISTS OF ONLY INDEPENDENT BOARD MEMBERS. THE COMMITTEE SOLICITS ASSISTANCE OF OUTSIDE LEGAL COUNSEL AND AN EXECUTIVE COMPENSATION CONSULTING FIRM WHO CONDUcTS STUDIES SHOWING COMPENSATiON AT COMPARABLE INSTITUTIONS AND ADVISES THE COMMITTEE ACCORDINGLY. BOARD DECISIONS ARE CONTEMPORANEOUSLY DOCUMENTED IN BOARD MINUTES. FORM 990, PART VI, SECTION C, LINE 19: UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS.”