Atrius Health Inc

“Atrius health, inc. (the corporation) has one class of members. As defined in its bylaws, the members are the physician trustees.”

“Each participating organization appoints one physician trustee, except harvard vanguard medical associates, inc. And reliant medical group, inc. Which appoint two physician trustees. The physician trustees serve as members.”

“Certain major decisions as summarized below require approval of a super-majority (greater than 70%) of the members/physician trustees. Each participating organization, except harvard vanguard and reliant medical, has one appointed physician trustee. Harvard vanguard and reliant medical each have two appointed physician trustees. The physician trustees also serve as the members with certain of the statutory corporate powers set forth in m.g.l. Chapter 180 as well as the powers enumerated in the bylaws. For a limited subset of matters, if the vote of the full board is not unanimous, a 70% super-majority ratification vote by the physician trustees/members is required for the vote to be approved by the board. The matters that must be approved unanimously by the full board or ratified by the physician trustees/members include: (i) amendments to the bylaws and articles of organization of atrius health; (ii) approval of fund allocation formulae under the payer contracts; and (iii) the exercise of atrius health's authority as the corporate member of a participating organization to: (a) levy assessments on a participating organization to cover the costs, including the cost of operations, of the corporate member; and (b) to amend a participating organization's articles of organization or bylaws. Each of the trustees/members, except the harvard vanguard trustees/members, has one vote. The harvard vanguard trustees/members each have one and one-half votes, which results in harvard vanguard having approximately 33% of the votes. Accordingly, in order for an action that requires a 70% super-majority ratification vote to be approved by the atrius health board the harvard vanguard trustee/members, along with the trustees/members of at least three or four other participating organizations, must vote in favor of the action. No super-majority vote can be approved without the harvard vanguard trustees/members voting in favor of the action. As of december 31, 2013 there were four (4) community trustees. Certain community trustees serve as the members of the compensation committee for the organization. The organization's bylaws direct the compensation committee to: (i) consult with a nationally-recognized compensation consulting company to assist it in determining that such compensation ranges and structure are reasonable (as defined by applicable internal revenue service regulations and rulings); (ii) adopt and implement policies and procedures consistent with section 4958 of the internal revenue code of 1986, as amended from time to time, and the regulations issued thereunder. The atrius health compensation committee also serves as the compensation committee for the participating organizations, except harvard vanguard and reliant medical group which have their own respective compensation committee. The organization's compensation committee must also approve the recommendations of the harvard vanguard and reliant medical compensation committees, which also meet the criteria stated herein.”

“Atrius health engaged an outside tax/accounting firm to review and prepare form 990 for atrius health. An internal team at atrius health including staff from legal, accounting, and human resources departments work closely with the outside firm to prepare the document. All information on the 990 relating to compensation (including part vi, part vii, and schedule j) is formally reviewed and approved by the atrius health compensation committee of the board of trustees, which is composed of independent trustees. In addition, the atrius health audit & compliance committee formally reviews and approves the entire 990. A draft 990 is provided to the members of the audit & compliance committee in advance of a meeting where the outside firm presents major highlights and issues (if any). Then, a final draft 990 is provided to the full board of trustees of atrius health before filing.”

“Article viii of atrius health inc.'s by-laws, titled "conflicts of interest", provides that atrius health's officers, directors or trustees, and key employees are required to disclose annually interests that could give rise to conflicts as defined by the atrius health policy and the internal revenue code as amended.. Officers, trustees, and key employees are required to complete an annual conflicts of interest disclosure form. The responses are reviewed by the chief legal officer. In the event a conflict is disclosed the chief legal officer reviews such conflict with the audit and compliance committee or the board of trustees. In accordance with the conflicts of interest policy, any such disclosure that meets the definition of a potential conflict is reviewed by the audit and compliance committee or the board of trustees and addressed as directed by the committee or the board. In accordance with the policy, officers, trustees and key employees are expected to disclose any potential conflict of interest that arises during the year and any such potential conflict would be reviewed in accordance with the process noted above.”

“The atrius health ceo also served as the harvard vanguard medical associates (a related organization) ceo. The harvard vanguard compensation committee and atrius health compensation committee are responsible for developing, reviewing and approving the ceo's goals and related compensation and conducting performance assessments and review process. The organization's compensation committee consisting of independent, community members, determines compensation for officers and key employees, approves goals and incentive compensation. Decisions by the compensation committee are based on research and statements of reasonableness from nationally recognized compensation consultants, which assist the committee(s) in determining the market competitiveness and reasonableness of the compensation. Compensation decisions by the committee are made in advance of implementation and are properly documented on a timely basis in committee minutes. The board has approved the stipend program for the trustees of the organization in recognition of the complexity of the organization and of the time devoted to board activities.”

“Financial statements are attached to the ma form pc filed with the attorney general's office, which is open to public inspection. The articles of organization are available at the massachusetts secretary of state's office, including on-line. Other governing documents and the conflicts of interest policy are not generally available to the public. Requests for copies of such documents are considered on a case by case basis.”

“Atrius health supports its participating organizations to improve the health of their patients and communities. Participating organizations are defined in the atrius health bylaws and include six non-profit medical group practices and, as of february 1, 2013, one non-profit home care and hospice organization, all of which are tax-exempt under section 501(c)(3) of the internal revenue code as amended, referred to in this filing as the "participating organizations".”

“Provided oversight and coordination of services as the sole corporate member of six tax-exempt participating organizations. In 2013 the primary projects included: (1) operating an electronic medical record and practice management system. (2) negotiating payor and hospital contracts for the participating organizations. (3) facilitating the development of shared joint ancillary clinical services and other joint clinical programs, such as the clinical pharmacy program and the hospitalist program, to better serve the patients of the participating organizations through improved access, quality and lower cost. (4) providing oversight, analysis and reporting of quality metrics across all participating organizations as needed for pay-for-performance goals, heidis measures, the massachusetts health quality partnership, resulting in some of the highest quality scores in the commonwealth.”

“Compensation paid by organization - leased employees (reporting): the organization's employees are leased from a related organization (harvard vanguard medical associates, inc.) for which harvard vanguard is reimbursed. For reporting of compensation in parts vii and x of form 990 and schedule j (form 990), the reimbursed compensation is reported as paid by this related organization. The following individuals act in the same capacity for atrius health and harvard vanguard medical associates, inc. Atrius health reimburses harvard vanguard for the services provided. H. Eugene lindsey - president and ceo to 9.17.13 (also foundation trustee to 9.17.13) thomas m. Congoran - cfo and treasurer (harvard vanguard cfo to 9.30.13) kimberly l. Nelson - chief legal officer marci sindell - chief of external affairs daniel moriarty - chief information officer”

“Transfers to 501(c)(3) affiliate -258,572.”

“There was no change to the oversight of the year-end audit nor the selection process of the independent accountant during the tax year.”