Mercy Hospital

“Mary Hood, trustee/officer and Charles Therrien, trustee/officer are board members of Maine Hospital Association.”

“Explanation: Eastern Maine Healthcare Systems (EMHS) has entered into an administrative and management service contract with BE Smith under which an employee was provided for the position of Interim President for Mercy Hospital (part-year).Jay Eckersley, Interim Sr VP & COO and Interim President for part of the year for Mercy Hospital of FY2017, is employed by BE Smith. He provides services as Interim Sr. VP & COO for EMHS and as Interim President for part of the year for Mercy. His CY2016 compensation and benefits received from BE Smith for services provided to EMHS and Mercy is $427,064. His position has leadership responsibility for Mercy's day-to-day operations. He was accountable for planning, organizing, and directing the hospital to ensure that quality patient care is provided and that the financial integrity of the hospital is maintained. He ensures compliance with applicable laws and regulations as well as all policies and procedures set forth by the Governing Board.”

“Amended Article IV (Officers), Section 5 (President) - to remove President as the chief executive officer of the Corporation.Amended Article IV (Officers), Section 7 (Treasurer & Assistant Treasurer) - to change the title of Chief Financial Officer to VP of Finance.Amended Article V (Committees), Section 7 (Governance Committee) to change the title President/CEO to President.Amended Article V (Committees), Section 10 (Finance Committee) to change the title of Chief Financial Officer to Assistant Treasurer.Amended Article VIII (Fiduciary Duty; Prohibited Transactions; Divided Loyalty; Independence), Section 5 (Independent Trustees), Subsection (a) and Subsection (b) to change the reference to interim chief executive officer to President.Amended to remove the reference to Mercy Health Systems of Maine (MHSM) as Class A non-voting member of Mercy Hospital (Mercy). MHSM was formally dissolved thereby establishing EMHS as the sole corporate member of Mercy. EMHS was previously the sole corporate member of MHSM, which was the Class A non-voting member of Mercy and EMHS was the Class B voting member of Mercy.”

“Mercy Hospital (the Corporation) is a Maine nonprofit corporation. Eastern Maine Healthcare Systems (EMHS), also a Maine nonprofit corporation, is the sole voting corporate member of the Corporation.”

“Each year at their annual meeting, the directors elect replacements for those directors whose terms are expiring. Election of directors is subject to ratification by the EMHS Board of Directors.”

“The EMHS President has authority to appoint and remove the SVP & President of the Corporation. EMHS also has joint and superior authority to approve, disapprove or initiate action with respect to the following matters: I.amendments to the corporations Articles of Incorporation or Bylaws;II.changes in legal form of organization of the Corporation;III.election of the Directors/Trustees of the Corporation;IV.action concerning the Corporations operating budget and capital expenditures;V.the Corporations acquisition of assets or assumption of liabilities of an unaffiliated third party;VI.transfer of 5% or more of the assets of the Corporation;VII.financing transactions concerning the Corporation; VIII.merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; IX.add or revise a health care service of the Corporation;X.discontinue or close a health care service of the Corporation;XI.action concerning the Corporations role in the EMHS Strategic Plan;XII.action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII.dissolution of the Corporation.”

“Form 990 is reviewed by the VP of Finance of Mercy Hospital. It is also provided to each board member either electronically or in hard copy with an opportunity to ask questions prior to filing with the IRS.”

“The organization requests updates of potential conflicts and relationships from the officers and Board members on an annual basis. The request requires disclosure of all business relationships, board memberships, and family relationships. A database is maintained that is compared to payroll records and the accounts payable vendor list to identify any potential conflicts of interest. Transactions are reviewed for reasonableness as an arm's length transaction.The first agenda item for board meetings and board committee meetings is for members to declare any conflict of interest with upcoming agenda items or deliberations. At any point when consideration is being given to purchase/contract with a party in interest, the member with the conflict is either excused from the discussion and consideration process or abstains from voting on the matter.All transactions identified with parties in interest are disclosed within the Form 990. All are deemed to be arm's length transactions.”

“The President of Mercy and the system President/CEO (President) who serves on the board ex-officio are employed by the system parent, Eastern Maine Healthcare Systems (EMHS).The EMHS Executive Performance Management Committee (the Committee) is responsible to monitor and evaluate the performance of the EMHS President, to set compensation of the EMHS President, and to review recommendations of the EMHS President with respect to compensation of the President of the direct subsidiaries, and other direct reports to the EMHS President. The Committee is comprised entirely of independent Directors per EMHS bylaws.Process:The Committee meets regularly throughout the fiscal year at the discretion of the Committee chair as well as on call of the Chair of the EMHS board. In carrying out its duties pursuant to the Bylaws, the Committee:-Assures that the executive compensation program is administered in a manner consistent with the EMHS executive compensation philosophy.-Reviews and updates the EMHS executive compensation philosophy which serves as the foundation on which all current and future executive compensation decisions are made.-Assures that value of compensation provided by EMHS does not exceed the value of services provided by the executive.-Reviews annual incentive compensation criteria for eligible executives, as defined by the EMHS President.-Reviews periodic compensation survey information and provides expert input to proposed changes to the executive compensation program.-Assures that a formal and timely performance management system is in place for executives.-Reviews incentive compensation criteria scoring and associated pay schedules for officers and key employees.-Provides any public statements regarding executive compensation practices at EMHS deemed appropriate.-Maintains minutes of the meeting and communicates actions to the EMHS Board of Directors.To accomplish this, the committee uses an external consultant with access to comparative data from independent sources and include national as well as regional data points. The EMHS President reviews all direct report compensation actions with the committee. In addition, the EMHS President ensures that any subsidiary policies and practices governing executive compensation are consistent with the committee's philosophy and practices statement.Form 990, Part VI, Line 15b - Compensation Review & Approval Process - Officers & Key EmployeesCompensation of other officers and key employees of the organization is established by the Human Resources department who utilize external market research to establish compensation ranges for specific positions. On an annual basis, the compensation ranges are compared to the updated survey information.The hiring manager will determine where the employee will fall within the ranges established by the Human Resources department based on experience and credentials.”

“Mercy makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Continuation of Disclosure in accordance with Revenue Procedure 2015-21:Schedule H, Part V Facility Information, Section B Facility Policies and Practices6. PLSa. Requirement: The PLS must include certain information, including a statement of the availability of translations of the FAP, FAP application form and PLS in other languages, and a statement that a FAP-eligible individual will not be charged more than AGB for emergency or other medically necessary care.b. Condition: While the PLS met most of the requirements of the regulation, it did not include a statement of the availability of translations of the FAP, FAP application form and PLS in other languages, and also did not clearly state that a FAP-eligible individual will not be charged more than AGB for emergency or other medically necessary care.c. Corrective Action: The PLS was updated to include a statement of the availability of translations of the FAP, FAP application form and PLS in other languages, and to clearly state that a FAP-eligible individual will not be charged more than AGB for emergency or other medically necessary care. d. Date Corrected: After the revisions to the FAP were approved by EMHS Leadership in Fiscal Year 2017 and the EMHS Board of Directors at its October 4, 2017 meeting, the PLS was updated and was widely publicized in October 2017. 7. PLS Eligibility Requirementsa. Requirement: The PLS must include certain information, including a brief description of the eligibility requirements and assistance offered under the FAP.b. Condition: Although patients from any state could be eligible to receive financial assistance under the FAP, the PLS indicated that financial assistance or free care was only available for medically necessary or emergency care services received by Maine residents. c. Corrective Action: The PLS was updated to indicate that non-Maine residents were eligible to receive financial assistance or free care for emergency care services. d. Date Corrected: After the revisions to the FAP were approved by EMHS Leadership in Fiscal Year 2017 and the EMHS Board of Directors at its October 4, 2017 meeting, the PLS was updated and was widely publicized in October 2017. 8. Translationsa. Requirement: To widely publicize its FAP, a hospital facility must accommodate all significant populations that have limited English proficiency (LEP) by translating its FAP, FAP application form and PLS into the primary language(s) spoken by such populations.b. Condition: While the FAP, FAP application and PLS were translated into the primary languages spoken by the populations served by Mercy, the instructions to the FAP application and the title and one paragraph of the Provider List attached to the FAP (i.e., the list of providers covered by the hospitals FAP) were not translated into these languages.c. Corrective Action: The FAP application instructions and the applicable language on the Provider List were translated into the required languages.d. Date Corrected: After the revisions to the FAP were approved by EMHS Leadership in Fiscal Year 2017 and the EMHS Board of Directors at its October 4, 2017 meeting, the FAP application instructions and Provider List were updated and were widely publicized in October 2017.”

“OTHER PROGRAM SERVICES 4: Charity care provided (at cost): 1,249 persons served OTHER PROGRAM SERVICES 5: Please see the following excerpt from the EMHS Annual Report to the Community for details of community benefit projects at EMHS members:Coming together is a beginning; keeping together is progress; working together is success. The man who spoke these words understood the value of teamwork. He embraced technology in a way that nobody else had before him. His vision, passion, and innovation revolutionized the world. He made it possible for families to feel more connected despite living long distances apart. In many ways, EMHS shares the same goals championed 100 years ago by industrialist and automaker, Henry Ford.Like Ford, we know that we are succeeding by working together. Our new integrated, systemwide electronic health record (EHR) will allow all our hospitals, primary care practices, and other members within the EMHS family to share information seamlessly. Using this system, we can collaborate more effectively and improve patient care.By mass-producing the automobile, Ford helped rural Americans feel connected. We are connecting people through technology, too. People who live in rural communities can talk one-on-one through a computer screen with doctors who may be several states away, thanks to our investments in telemedicine. Patients have access to specialists that would have been out of reach without this technology.Ford was an innovator. We too are embracing innovation in the way we deliver care. Our partnership with Dana-Farber Cancer Institute affords opportunities for cancer patients to access clinical trials closer to home at our Lafayette Family Cancer Center in Brewer. We are using paramedics to make routine house calls in our rural communities to perform wellness checks. This service is helping patients avoid trips to the hospital or doctors office while getting compassionate care in the comfort of their own homes.Of course, all of these initiatives require dedicated people who are committed to teamwork. Its the very reason why we take extraordinary measures to recruit and retain our employees. We have added a new nurse residency program, which is already showing signs of success in addressing a critical statewide nursing shortage and providing our nurses the tools they need to thrive. By working together, we can continue to do great things.To borrow another line from Henry Ford, If everyone is moving forward together, then success takes care of itself. In the pages that follow are numerous testaments to the innovative spirit underscoring many successes this past year throughout our system. While the hard work will continue, we are pleased to share with you the progress we are making towards achieving our vision to be a nationally recognized model of excellence in healthcare.M. Michelle Hood, FACHEEMHS President and CEOBarry McCrumEMHS Board ChairCONNECTING WORLD CLASS CARETerry White longs for the day that she can return to the sandy shores of Myrtle Beach to feel the warm Carolina sunshine on her face and the ocean waves splashing upon her feet. She has plans to go back to visit family and wont let cancer slow her down. My journey is not over just because I have this disease, Terry said. It doesnt mean life doesnt go on. I definitely have a lot of life to live.Terry was diagnosed with breast cancer a decade ago. I was 38 when I found a lump in my breast in the shower one morning and immediately called my primary care physician. Unfortunately, the cancer became metastatic, meaning it spread to other parts of her body. I went from being a survivor to a lifer because I live with cancer every day, and Ill live with it every day until the end, she said. Terry has gone through several treatments of radiation and chemotherapy over the years.During a recent visit to EMMC Cancer Care at the Lafayette Family Cancer Center in Brewer, she was comfortably dressed in jeans and a maroon blouse, and wore a hat on her hea”

“Change in net assets held @ EMHS Foundation = $448936”

“Transfer from exempt parent-Eastern Maine Healthcare Systems = $10068897”

“Transfer to exempt parent - Eastern Maine Healthcare Systems = -$1614303”