Montefiore Einstein Advanced Care

“Montefiore Health System, Inc. is the sole member of Montefiore Einstein Advanced Care.”

“The Board of Trustees of Montefiore Health System, Inc., the sole member of Montefiore Einstein Advanced Care, has the power to elect and to remove the Trustees of the Corporation.”

“The Board of Trustees of Montefiore Health System, Inc., the sole member of Montefiore Einstein Advanced Care, has the power to authorize: (i) the amendment and restatement of the Certificate of Incorporation of the Corporation; (ii) the amendment, repeal and restatement of the Bylaws of the Corporation; (iii) the merger or consolidation of the Corporation with any other entity; (iv) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the Corporation; and (v) the voluntary dissolution of the Corporation, and the plan of distribution of assets upon dissolution and the revocation of voluntary dissolution proceedings.”

“THE FORM 990 WAS PREPARED BY THE HOSPITAL'S FINANCE DEPARTMENT WITH THE assistance OF VARIOUS DEPARTMENTS. THE FORM 990 WAS REVIEWED AND APPROVED BY the VICE PRESIDENT-FINANCE AND THE HOSPITAL'S SENIOR LEADERSHIP TEAM including the CHIEF FINANCIAL OFFICER. IN ADDITION, AN INDEPENDENT accounting firm was ENGAGED TO REVIEW THE FORM 990. UPON COMPLETION OF THE VARIOUS REVIEWS, the FORM 990 WAS PRESENTED TO THE BOARD OF TRUSTEES for REVIEW AND APPROVAL.”

“The organization regularly and consistently monitors and enforces compliance with the disclosure policy by means of a survey developed by Montefiore's counsel and approved by the Montefiore Legal and Compliance Committees of the Board of Trustees. The survey is sent to all trustees, officers and key employees of the Health System for completion. All survey responses are reviewed by the Compliance Officer. Any potential conflicts identified in the responses are discussed with senior management and/or the Legal and Compliance Committees of the Board of Trustees. Potential actions to be taken in response to a conflict is one or more of the following: 1)disclosure of conflict; 2)individual recusal from decisions for transactions where that individual may have a conflict; 3)request the individual to alleviate the conflict; OR 4)removal of the individual from the board of trustees.”

“All officers of the organization are employed and paid by either Montefiore Medicine Academic Health System, Inc. or Montefiore Health System, Inc. The Montefiore Health System is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best corporate governance. The Board of Trustees has charged the Compensation Committee of the Board (which is comprised of independent Board members with no conflicts of interest in regards to executive compensation) with making all decisions related to compensation for officers and key employees. All decisions made by the Compensation committee are appropriately and timely documented in meeting minutes. The compensation committee's review process follows the intermediate Sanctions guidelines for qualifying for the rebuttable presumption of reasonableness. The Committee retains an independent compensation consultant to assist it with this process. Compensation levels are established considering data for comparable organizations, an assessment of management performance (including the services provided to the community), and other business judgement factors, consistent with Montefiore's executive compensation philosophy. The Committee's decisions are made in the best interest of Montefiore, and are intended to ensure the recruitment and retention of key executive talent, consistent with the market practices of other not-for-profit healthcare organizations of comparable scope, mission and complexity. On an annual basis, the Committee provides the full Board of Trustees with a description of the committee's review and approval process and its decisions.”

“The Conflicts of Interest policy and governing documents are made available upon request.”

“An ambulatory care center is not a hospital as defined by the State of New York, therefore Schedule H is not applicable for Montefiore Einstein Advanced Care.”