2012-08-14T07:48:11-05:00 2011-12-31 161226221 FUST CHARLES CHAMBERS LLP 5784 WIDEWATERS PARKWAY SYRACUSE NY 13214 990 2011-01-01 161476372 ST LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY INC STLU 3156248600 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 MICHAEL HAILE 3156246000 2012-08-09 1 JOSEPH J SCHLEGEL P00301329 3154463600 2011 2016-02-24 21:20:13Z MICHAEL HAILE 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 49162338 0 X WWW.MVNHEALTH.COM X 1995 NY TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY ON EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENT TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 18 14 447 33 0 0 44840 30166418 19629956 18799131 11336 8865 184700 187924 19870832 49162338 0 0 0 0 13135694 13607827 0 0 0 7516318 8137030 20652012 21744857 -781180 27417481 16774412 30042811 19377761 5228681 -2603349 24814130 X TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY ON EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENT TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 0 0 20245606 18995920 ST. LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY IS A NOT-FOR-PROFIT ORGANIZATION DEDICATED TO CARING FOR LIFE THROUGH A BROAD RANGE OF HEALTH CARE SERVICES. THE ORGANIZATION OPERATES A 242 BED SKILLED NURSING FACILITY ALONG WITH AN ADULT DAY CARE PROGRAM WITH A FOCUS ON THE RESIDENTS PHYSICAL AND MENTAL WELL-BEING. 20245606 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 89 0 1 447 1 0 0 0 0 0 0 0 0 0 0 0 0 X 18 14 1 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X MICHAEL HAILE 3156246026 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 X GREGORY B MCLEAN 2.00 X X 0 0 0 WILLIAM M PARKER MD 1.00 X 0 199547 20588 ESTHER BANKERT PHD 1.00 X 0 0 0 MARTIN BULL 1.00 X 0 0 0 JOAN COMPSON 1.00 X 0 0 0 JOHN L CROSSLEY 1.00 X 0 0 0 DOMENIC P AIELLO MD 1.00 X 0 0 0 LEROY COOLEY MD 1.00 X 0 0 0 TODD HUTTON PHD 2.00 X X 0 0 0 ROGER MCREYNOLDS 1.00 X X 0 192832 22470 CHRISTOPHER C MAX MD 2.00 X 0 7500 0 RICHARD C TANTILLO 2.00 X X 0 0 0 SCOTT PERRA 2.00 X X 0 516246 37627 STEPHEN SWEET 2.00 X X 0 0 0 KAREN LEACH 1.00 X 0 0 0 MICHAEL PAPARONE 1.00 X 0 0 0 BONNIE WOODS 1.00 X 0 0 0 MARIA GESUALDO DO 1.00 X 0 0 0 WENDY GOETZ 40.00 X 117096 0 10826 KATHLEEN PERRA 40.00 X 112483 0 8830 MICHAEL HAILE 3.00 X 0 343673 37627 KEITH A FENSTEMACHER 21.00 X 0 281368 267 229579 1541166 138235 2 1 1 0 SODEXHO INC & AFFILIATES PO BOX 360170 PITTSBURGH PA 152516170 DINING SERVICES 1426687 MOHAWK HOSP EQUIPMENT INC 335 COLUMBIA ST PO BOX 27 UTICA NY 135030027 MEDICAL SUPPLIES 414244 PHARMACY SOLUTIONS 2308 BLEECKER ST UTICA NY 135010000 PHARMACY 354314 NATIONAL GRID 300 ERIE BLVD WEST SYRACUSE NY 13202 UTILITIES 244335 OMNICARE INC FKA NCS HEALTHCARE NEW HARTFORD PO COLUMBUS OH 432715268 PHARMACY 203051 5 162069 29999340 5009 142069 30166418 PATIENT SERVICE REVENU 623000 18686563 18686563 MEALS ON WHEELS 623000 112568 112568 18799131 8865 8865 MISC REVENUE 623000 187924 187924 187924 49162338 18987055 0 8865 249236 8088 241148 9705268 9149156 556112 391167 358779 32388 1432269 1313680 118589 1829887 1678376 151511 20017 20017 17703 17703 38655 38655 1349 1349 24489 17136 7353 2738942 2721474 17468 1389501 1274453 115048 10136 9297 839 6888 6318 570 1108503 1016721 91782 64376 59046 5330 NYS CASH ASSESSMENT 776464 776464 NUTRITION SERVICE MANAG 500281 500281 BAD DEBT EXPENSE 192042 192042 NURSING AND STAFF AGENC 179902 179902 1067782 984393 83389 21744857 20245606 1499251 0 205085 0 12468581 3344299 3511385 20874 22968 92122 421403 25745970 17005176 7905766 8740794 5206266 4877680 16774412 30042811 2139949 2321122 16040572 1197240 2907559 19377761 5228681 X -2603349 12345549 0 12468581 -2603349 24814130 16774412 30042811 27417481 0 X X 1 1 1 X 0 X 65249 46033 130444 44840 30166418 30452984 18743415 20203967 21138820 19609956 18799131 98495289 18808664 20250000 21269264 19654796 48965549 128948273 0 0 0 128948273 189129 62799 11170 11336 8865 283299 189129 62799 11170 11336 8865 283299 104516 556714 255074 184700 187924 1288928 19102309 20869513 21535508 19850832 49162338 130520500 0.98800 0.95180 0.00220 0.00430 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 1349 1349 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: PARTICIPATION IS BASED ON THE MEMBERSHIP DUES PAID TO HANYS, AS LISTED ON LINE 2. THE FOLLOWING NARRATIVE IS TAKEN DIRECTLY FROM THE HANYS WEBSITE TO DESCRIBE THEIR ACTIVITIES: "HANYS IS PROUD TO BE THE ONLY ASSOCIATION THAT REPRESENTS AND ADVOCATES ON BEHALF OF ALL NEW YORK'S HOSPITALS AND HEALTH SYSTEMS AT ALL LEVELS OF THE FEDERAL AND STATE GOVERNMENT. HANYS HAS ACCESS TO POLICY LEADERS, REGARDLESS OF THEIR POLITICAL AFFILIATION AND IS AN INTEGRAL PLAYER IN HEALTH POLICY DISCUSSION. HANYS ALSO COMMUNICATES MEMBER'S CONCERNS AND POSITIONS TO NEW YORK AND NATIONAL MEDIA IN SUPPORT OF THE ASSOCIATION'S LEGISLATIVE AND REGULATORY INITIATIVES." 434727 434727 18969404 13303543 5665861 1064518 957269 107249 3775263 2744364 1030899 1502058 1502058 8740794 RESIDENT TRUST 72091 DUE FROM AFFILITED ENTITIES, NET 2631088 INSURANCE RECEIVABLES 2174501 4877680 ESLB LIABILITY 2749128 BANK OVERDRAFT 158431 2907559 49162338 21744857 27417481 27417481 49162338 0 49162338 0 49162338 21744859 0 21744859 0 21744859 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: SCHEDULE D, PART X, LINE 2, FIN 48 FOOTNOTE: THE HOME HAS BEEN RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. AS OF DECEMBER 31, 2011, THE HOME DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS OR ANY RELATED ACCRUED INTEREST OR PENALTIES. THE TAX YEARS OPEN TO EXAMINATION BY FEDERAL AND NEW YORK STATE TAXING AUTHORITIES ARE 2008 THROUGH 2011. X X X X X 0 0 0 0 1 0 1 0 0 WILLIAM M PARKER MD 0 197949 0 0 0 1598 0 13364 0 7224 0 220135 0 0 ROGER MCREYNOLDS 0 182130 0 0 0 10702 0 9343 0 13127 0 215302 0 0 SCOTT PERRA 0 426500 0 0 0 89746 0 24500 0 13127 0 553873 0 0 MICHAEL HAILE 0 300500 0 0 0 43173 0 24500 0 13127 0 381300 0 0 KEITH A FENSTEMACHER 0 9692 0 0 0 271676 0 267 0 0 0 281635 0 0 PART I, LINE 6 IN 2011, INCENTIVE COMPENSATION WAS ACCRUED FOR THE EXECUTIVE STAFF OF FAXTON-ST. LUKE'S HEALTHCARE, IN THE AMOUNT OF $416,183. INCENTIVE COMPENSATION IS ONLY GIVEN IF THE NET EARNINGS TARGET IS REACHED. X 1 142069 BOOK VALUE 0 0 0 FORM 990, PART VI, SECTION A, LINE 2 KATHLEEN PERRA, THE DIRECTOR OF NURSING FOR ST. LUKE'S HOME IS THE WIFE OF SCOTT PERRA, THE PRESIDENT AND CEO OF FAXTON-ST.LUKE'S HEALTHCARE FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF THE ORGANIZATION ARE THOSE INDIVIDUALS WHO SERVE ON THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE RELATED ORGANIZATION, FAXTON-ST. LUKE'S HEALTHCARE. FORM 990, PART VI, SECTION A, LINE 7A VACANCIES ON THE BOARD OF DIRECTORS DUE TO THE EXPIRATION OF TERM, REMOVAL, RESIGNATION, DEATH, DISABILITY OR FOR ANY OTHER CAUSE, SHALL BE FILLED BY THE MEMBERS. THE BOARD OF DIRECTORS OF THE CORPORATION MAY NOMINATE CANDIDATES TO FILL SUCH VACANCIES, BUT THE MEMBERS SHALL NOT BE BOUND OR LIMITED TO THE BOARD'S NOMINEES. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 WAS PRESENTED TO AND REVIEWED BY THE BOARD AT A MEETING PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C ANY DIRECTOR, PRINCIPAL OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO ANY ENTITY IN THE HEALTH CARE SYSTEM OF WHICH THE CORPORATION IS A PART, HE OR SHE IS AN INTERESTED PERSON WITH RESPECT TO ALL ENTITIES IN THE HEALTH CARE SYSTEM. A PERSON HAS A FINANCIAL INTEREST IF HE OR SHE PERSONALLY HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT OR FAMILY: (1) AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (2) A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (3) A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. DUTY TO DISCLOSE: IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OR HIS OR HER FINANCIAL INTEREST, OR ANY CIRCUMSTANCES WHICH MAY IMPAIR HIS OR HER ABILITY TO EXERCISE INDEPENDENT FIDUCIARY JUDGMENT, TO THE OTHER DIRECTORS, OR TO THE OTHER MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS, CONSIDERING A PROPOSED TRANSACTION OR ARRANGEMENT. DETERMINING CONFLICT: AN INTERESTED PERSON MAY, AFTER DISCLOSING A KNOWN CONFLICT, DISQUALIFY HIM OR HERSELF FROM FURTHER PARTICIPATION IN DISCUSSIONS OR DETERMINATIONS REGARDING THE TRANSACTION OR ARRANGEMENT, OR MAY SEEK THE GUIDANCE OF THE BOARD OR COMMITTEE. IN SUCH CASES, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE ACTUAL OR APPARENT CONFLICT IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. ADDRESSING THE CONFLICT OF INTEREST: (1) 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. (2) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. (3) 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. VIOLATIONS OF CONFLICT (1) IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. (2) IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE CORRECTIVE ACTION AS DETERMINED BY THE BOARD, WITH RESPECT TO THE DIRECTOR AND THE TRANSACTION OR ARRANGEMENT. RECORDS OF PROCEEDINGS: THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT EXISTED; AND (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPENSATION COMMITTEE: (A) A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. (B) PHYSICIANS WHO RECEIVE COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION OR ANY AFFILIATE, WHETHER AS EMPLOYEES OR INDEPENDENT CONTRACTORS, ARE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES PHYSICIAN COMPENSATION MATTERS. ANNUAL STATEMENTS: EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY AND THE CORPORATION'S BY-LAWS; (B) HAS READ AND UNDERSTANDS THOSE PROVISIONS; (C) HAS AGREED TO COMPLY WITH THOSE PROVISIONS; AND (D) UNDERSTANDS THAT THE CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES. PERIODIC REVIEW: TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEW SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE AND ARE THE RESULT OF ARM'S LENGTH BARGAINING. (B)WHETHER ACQUISITIONS OF PHYSICIAN PRACTICES AND OTHER PROVIDER SERVICES RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (C) WHETHER PARTNERSHIP AND JOINT VENTURE ARRANGEMENTS AND ARRANGEMENTS WITH MANAGEMENT SERVICE ORGANIZATIONS AND PHYSICIAN HOSPITAL ORGANIZATIONS CONFORM TO WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (D) WHETHER AGREEMENTS TO PROVIDE HEALTH CARE AND AGREEMENTS WITH OTHER HEALTH CARE PROVIDERS, EMPLOYEES, AND THIRD PARTY PAYERS FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. USE OF OUTSIDE EXPERTS: IN CONDUCTING THE PERIODIC REVIEWS PROVIDED FOR IN SECTION 7 OF THIS POLICY, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURING THAT PERIODIC REVIEWS ARE CONDUCTED. LOANS: NO LOANS, OTHER THAN THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR SIMILAR OBLIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR THROUGH THE ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY THE CORPORATION TO ITS DIRECTORS OR OFFICERS, OR TO ANY OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS OR HOLD A SUBSTANTIAL FINANCIAL INTEREST, EXCEPT A LOAN TO ANOTHER TYPE B NOT-FOR-PROFIT CORPORATION. THE CORPORATION MAY, NEVERTHELESS, ENGAGE IN TRANSACTIONS WITH ITS CORPORATE AFFILIATES PROVIDED THAT SUCH TRANSACTIONS ARE CONSISTENT WITH THE CORPORATION'S TAX EXEMPT STATUS AND ANY EXEMPTION RULINGS OR GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD'S EXECUTIVE COMPENSATION COMMITTEE, HAS ADOPTED AND FOLLOWS A PROCESS FOR REVIEWING AND DETERMINING THE COMPENSATION OF THE CEO AND THE EXECUTIVE MANAGEMENT TEAM. THE EXECUTIVE MANAGEMENT TEAM CONSISTS OF THE FOLLOWING POSITIONS: (1) SENIOR VICE PRESIDENT/ CHIEF OPERATING OFFICER (2) SENIOR VICE PRESIDENT/ CHIEF FINANCIAL OFFICER (3) SENIOR VICE PRESIDENT/ CHIEF MEDICAL OFFICER (4) SENIOR VICE PRESIDENT/ CHIEF NURSING OFFICER THE COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT TO PROVIDE INFORMATION AND ADVICE TO THE COMMITTEE, INCLUDING BUT NOT LIMITED TO, PROVIDING INDEPENDENT COMPENSATION COMPARABILITY DATA FOR FUNCTIONALLY COMPARABLE POSITIONS IN SIMILARLY SITUATED HOSPITALS. THE DATA IS PROVIDED ON AN ANNUAL BASIS AND IS REVIEWED BY THE COMMITTEE, ALONG WITH OTHER INFORMATION, PRIOR TO APPROVING ANY CHANGES TO COMPENSATION. THE INDEPENDENCE OF THE COMMITTEE'S MEMBERS IS REVIEWED AND VERIFIED PRIOR TO THE START OF THE ANNUAL COMPENSATION REVIEW PROCESS. SHOULD A CONFLICT PRESENT, THOSE INDIVIDUALS WITH ACTUAL OR PERCEIVED CONFLICTS ABSTAIN FROM VOTING UNTIL SUCH TIME AS THE CONFLICT CAN BE RESOLVED OR A REPLACEMENT MEMBER IS APPOINTED TO THE COMMITTEE. THE COMMITTEE'S DELIBERATIONS AND DECISIONS ARE GUIDED BY A WRITTEN COMPENSATION PHILOSOPHY AND DOCUMENTED THROUGH WRITTEN MINUTES TAKEN DURING EACH MEETING. THE MINUTES INCLUDE, AMONG OTHER THINGS, THE WRITTEN MATERIALS DISTRIBUTED OR PRESENTED DURING THE MEETING AND THE SPECIFIC DECISIONS TAKEN AT THE MEETING. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE ON THE ORGANIZATION'S INTRANET FOR ACCESS TO ALL EMPLOYEES IN THE ONLINE ADMINISTRATIVE MANUAL. THE FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, LINE 2,10,13,21: THE 4 BOARD MEMBERS AND OFFICERS WORK FULL TIME FOR MOHAWK VALLEY NETWORK AND ALLOCATION IS AN ESTIMATE OF TIME SPENT ON ST. LUKE'S HOME. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS OR SELECTION PROCESS FROM THE PRIOR YEAR. MOHAWK VALLEY NETWORK INC PO BOX 4308 UTICA NY 135044305 223124162 SYSTEM PARENT NY 501(C)(3) 11A 0 FAXTON-ST LUKE'S HEALTHCARE PO BOX 479 UTICA NY 135030479 161576637 ACUTE CARE HOSPITAL NY 501(C)(3) 3 MOHAWK VALLEY NETWORK 0 FAXTON-ST LUKE'S HEALTHCARE FOUNDATION 1676 SUNSET AVENUE UTICA NY 13502 223078768 PROMOTE AND SOLICIT FUNDS NY 501(C)(3) 11A FAXTON ST LUKE'S HOSPITAL 0 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC 2608 GENESEE STREET UTICA NY 135026003 150532259 HOME HEALTH CARE SERVICES NY 501(C)(3) 9 0 0 0 1 0 0 0 0 0 0 0 0 1 0 1 1 1 0 0