The Cooper Health System - a New Jersey

“The number of voting members of the governing body reflected will not correspond to the actual number of voting members listed in part vii. The reason is that certain voting members of the governing body are voting members for more than one of the organizations included in this group filing. In these instances, the individual is counted in accordance with the number of organizations they are voting members of but will be listed only once in part vii.”

“Cooper health system is the sole member of the following entities included as subordinates in this group filing: cooper medical services cooper cancer center cooper health system worker's compensation trust collectively, physician practices: cooper perinatology associates, p.c.; center for health and wellness, p.c.; chc pain management center, p.a.; cmc department of medicine group, p.a.; cmc psychiatric associates, p.c.; cooper anesthesia associates, p.c.; cooper bone and joint institute, p.c.; cooper department of neuroscience, p.c.; cooper faculty ob-gyn, p.c.; cooper family medicine, p.c.; cooper gyn oncology association, p.c.; cooper obstetrical associates, p.c.; cooper pathology, p.c.; cooper pediatric specialists, p.c.; cooper pediatrics, p.c.; cooper physical med & rehab associates, p.c.; cooper physician offices, p.a.; cooper primary care at pennsville, p.a.; cooper surgical associates, p.a.; cooper university trauma physicians, p.c.; cooper urgent care, p.c.; critical care group, p.a.; radiation oncology, p.c.; university urogynecology association, p.c.; cooper university emergency physicians, p.c.; cooper university radiology, p.c.; cooper nephrology, p.c.; cooper care alliance, p.c. Cooper health system has the right to elect the members of these organizations' board of trustees and has certain reserved powers as defined in these organization's bylaws.”

“SAME AS ABOVE”

“SAME AS ABOVE”

“As part of the tax return preparation process, the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and other senior management members of the organization and the system to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's finance personnel and other senior management members for their review. The organization's finance personnel and other senior management members reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990, where necessary, and a final draft was furnished by the cpa firm to the organization's finance personnel and other senior management members for further review and approval. The form 990 is then presented to and reviewed by the members of the cooper health system audit/ethics & compliance committee of the board of trustees. The bylaws of the board of trustees provide that this committee of the board review the annual federal tax return prior to its filing. Once that committee's review and approval process has concluded, the completed form 990 is shared with the entire board prior to its filing with the irs.”

“The filing organization is the parent entity in the cooper health system. The organization regularly monitors and enforces compliance with its conflict of interest policy. Annually, all members of the board of trustees, officers, and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the chief compliance officer and reviewed with internal audit, the finance department, and general counsel. Both data and a summary are presented to the cooper health system's audit/ethics & compliance committee for their review and discussion. The organization's compliance and legal departments have developed processes to review and present potential conflicts to the audit/ethics & compliance committee.”

“The organization follows a process for determining the compensation of senior executives which is compliant with the requirements of internal revenue code section 4958 to enable the organization to receive the rebuttable presumption of reasonableness: 1. The organization's bylaws charge the audit/ethics & compliance committee with the role of approving the selection of an executive compensation consulting firm and the services, including the methodology that will be employed by that firm, confirms the independence of the executive compensation survey and thereafter recommends to the executive committee of the board the executive compensation survey prepared by the outside consultant. The audit/ethics & compliance committee is comprised entirely of independent members and no member of the committee is either: a member of the board's finance committee or an ex officio member of the board, or; has had any material financial dealings with the organization, or; otherwise has a conflict or duality of interest or the appearance of a conflict or duality of interest with the organization; 2. The selected outside consulting firm prepares a written, detailed report reviewing compensation for more than 20 senior executives, which documents relevant market comparability data, as well as the methodology, job matches, and survey sources used for the executive compensation review, and includes the firm's opinion that the executives' compensation falls within a reasonable range of competitive market practice applicable to like positions among like organizations under like circumstances, for purposes of compliance with section 4958 of the internal revenue code; 3. The executive committee of the board is the required internal approval agent for executive compensation. In that role the committee reviews and considers all recommendations made by the audit/ethics & compliance committee, reviews and approves the report of the outside consulting firm, approves compensation for the affected executives based upon the report and recommendations, and where applicable, recommends to the full board any actions which the committee deems necessary in response to the outside consulting firm's report; 4. The actions of both the audit/ethics & compliance and executive committees are documented in the minutes of the committee meetings. Additionally, the executive committee monitors the organization's compliance with policy regarding compensation of employed physicians. By organization policy, the full board must approve all new and renewed physician contracts for: chiefs and/or institute medical directors; all other physicians who report directly to the organization's president and chief executive officer; all physicians whose base compensation exceeds the 75th percentile of mgma benchmark data; all physicians who are either corporate officer or board or committee members, and; all physicians who have an interest in any entity that refers business to the organization or otherwise has disclosed a potential conflict of interest in his/her annual disclosure survey or supplementary disclosure.”

“In conjunction with the issuance of tax-exempt bonds by the parent entity (cooper health system), the organization's consolidated financial statements were included with the tax-exempt bond prospectus which was made available to the general public for review. In addition, the organization's filed certificate of incorporation and any amendments, bylaws and conflict of interest policy can be viewed on the organization's website.”

“Part vii reflects certain board trustees and/or officers receiving compensation and benefits from a related organization including: kevin o'dowd, jd anthony mazzarelli, md, jd, mbe brian reilly eric kupersmith, md kenneth m. Wright susan bass levin elizabeth green dina matthews laurendeau please note that remuneration was for services rendered as full-time employees of the related organization, not for services rendered as a voting trustee or officer of this organization.”

“Capital contribution from health system to physician practices 180,430,225.”