Mercy Hospital

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

“Amended Article VIII (Fiduciary Duty; Prohibited Transactions; Divided Loyalty; Independence), Section 5 (Independent Trustee) Subsection (e) to change the amount from aggregated more than $10,000 to equaled or exceeded (i) $80,000, or (ii) 2% of such companys consolidated gross revenues if such companys consolidated gross revenues were less than $4,000,000, in any of such three fiscal years. To add payments made by the company to the Corporation for healthcare services shall not be deemed to constitute payments.”

“Mercy Hospital d/b/a Northern Light Mercy Hospital (the Corporation) is a Maine nonprofit corporation. Eastern Maine Healthcare Systems, d/b/a Northern Light Health (NLH), 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 NLH Board of Directors.”

“The NLH President has authority to appoint and remove the SVP & President of the Corporation. NLH 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 NLH Strategic Plan;XII. action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with NLH; andXIII. dissolution of the Corporation.”

“Form 990 is reviewed by the VP of Finance of Northern Light 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 Northern Light Mercy Hospital and the system President/CEO (President) who serves on the board ex-officio are employed by the system parent, Eastern Maine Healthcare Systems d/b/a Northern Light Health (NLH).The NLH Executive Performance Management Committee (the Committee) is responsible to monitor and evaluate the performance of the NLH President, to set compensation of the NLH President, and to review recommendations of the NLH President with respect to compensation of the President of the direct subsidiaries, and other direct reports to the NLH President. The Committee is comprised entirely of independent Directors per NLH 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 NLH 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 NLH executive compensation philosophy.-Reviews and updates the NLH 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 NLH does not exceed the value of services provided by the executive.-Reviews annual incentive compensation criteria for eligible executives, as defined by the NLH 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 NLH deemed appropriate.-Maintains minutes of the meeting and communicates actions to the NLH 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 NLH President reviews all direct report compensation actions with the committee. In addition, the NLH 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.”

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

“OTHER PROGRAM SERVICES 4: Charity care provided (at cost): 1,007 persons served OTHER PROGRAM SERVICES 5: Please see the following excerpt from the Northern Light Health Annual Report 2019 to the Community for details of community benefit projects at NLH members:Were making healthcare work for you.We are ChangemakersAll around us in todays world are people who challenge the status quo and aim to do more. History remembers those who have created changes that make our world a better place. Where would we be today if Alexander Graham Bell hadnt invented the telephone? Or, Thomas Edison didnt find a way to harness electricity to make light? Or, Marie Curie didnt discover the radioactive compounds that would lead to the use of radiation therapy to treat cancer? Of course, not all change is so grand, and not all changemakers are so iconic, but even small changes over time make a big difference. Here at Northern Light Health, among our thousands of dedicated employees, valued patients, generous donors, and committed community partners, we are grateful to have changemakers who work every day to improve the lives of people across our great state. In our 2019 Annual Report, we will introduce you to some of these changemakers. They are improving their communities, their workplaces, and themselves. They are finding better ways to treat people with Alzheimers disease. They are taking on extraordinary physical challenges to further cancer research. And, they are looking to make meaningful changes to how patients are cared for during their stays in our hospitals and healthcare facilities. At Northern Light Health, our purpose is to make healthcare work for you, and one way that we are doing that is by raising quality through innovation, teamwork, and efficiency. You will see examples of this throughout the pages of this years report. I am truly inspired by the great work that is happening here, and I know you will be inspired too. Sincerely, M. Michelle Hood, FACHE President and CEO, Northern Light HealthOrdinarily, Michelle and I co-author the introductory letter to our annual report, but this year, I felt it was important to add a few additional thoughts of my own. This will be the final annual report of Michelles 14-year tenure with Northern Light Health as she is moving on to an exciting new opportunity with the American Hospital Association to serve as executive vice president and chief operating officer. I think it is fitting that the theme of this years report is changemakers because Michelle has been a positive agent of change for our healthcare system. During her time as CEO, Northern Light Health has grown from a loosely organized confederation of hospitals to an integrated healthcare system that is poised to serve people across Maine for generations to come. I speak on behalf of our Board of Directors when I congratulate Michelle on her exciting new opportunity. She can feel proud of all that she has accomplished for Northern Light Health and the people of Maine. Sincerely,Barry McCrum Northern Light Health, Board ChairWe are HopefulWhen Memory Fades: Northern Light Alzheimers Research Program As Bill Doak runs a wooden board under a scroll saw in the woodworking shop behind his home, he pushes too hard, the board jumps, and the saw blade breaks. Bills wife, Nina, is standing nearby with a nervous look. Theres sawdust on the floor and projects in various stages of production and repair, including a chest of drawers. Bill has made thousands of dovetail joints but when he started this project for his grandson, he couldnt remember how to make a dovetail joint, explains Nina. Instead, Bill is fastening the drawers together with screws. For Nina, its a good sign that Bill is still problem-solving, but this scenario is just one of the many new realities they are learning to deal with since Bill has been living with Alzheimers disease. I built several boats over the years, and Ive built many pieces of furniture. The work gave me a sense”

“Change in net assets held @ EMHS Foundation = $2651442”

“Transfer to exempt parent - Eastern Maine Healthcare Systems = -$885672”

“Transfer to exempt subsidiary - EMHSF = -$1106758”

“A change was made this year to change reporting of Patient Service Revenue under Program Service Revenue from gross patient service revenue to net patient service revenue, which is now the hospital industry standard. The outcome offsets contractual allowance, charity care, and bad debt expense from Part IX line 24 to Part VIII line 2 against patient service revenue. As a result, Part I Summary line 9 (Program service revenue), line 12 (Total revenue), line 17 (other expenses) and line 18 (Total expenses) are not comparative to prior year.”