The Cheshire Health Foundation

“The senior vice president of finance is paid by a related organization, therefore line 15b is marked no. However, a related organization has retained yaffe & company, inc. To provide consultation to the executive committee of the related board of trustees regarding executive compensation, benefits, and prerequisites for the senior vice president of finance. Yaffe & company, inc. Is an independent consulting firm with 40 years of experience and provides services to not-for-profit hospitals and health systems. In addition by way of a questionnaire, board members participate in the performance review process and prepare a documented report in conjunction with the president/ceo. Annually, a multi-tiered approach using independent comparability data is utilized to gauge appropriate comparative market levels of compensation and benefits with the latest review occurring in fy 2019.”

“The sole member of Cheshire Health Services, Inc. is the Cheshire Medical Center, a New Hampshire not-for-profit corporation. The member has the exclusive power and authority to elect and remove trustees (other than the ex-officio trustees), and the member has the power to fill vacancies on the board.”

“The sole member of the foundation is the cheshire medical center, a new hampshire non-profit corporation. The member has the power to appoint or remove each trustee of the foundation.”

“IN ADDITION TO THE APPOINTMENT AND REMOVAL OF TRUSTEES, THE SOLE MEMBER HAS THE FOLLOWING GOVERNANCE POWERS AND RIGHTS: (I) REPEAL, ALTER, OR AMEND ANY OF THE ARTICLES OF AGREEMENT OR BYLAWS OF THE FOUNDATION, (II) APPROVE ANY MERGER WITH OR CONSOLIDATION OF THE FOUNDATION WITH AND INTO ANOTHER ENTITY, OR THE ACQUISITION BY THE FOUNDATION OF SUBSTANTIALLY ALL OF THE ASSETS OF ANOTHER ENTITY OR THE SALE OR LEASE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE FOUNDATION TO ANY PERSON OR ENTITY, (III) APPROVE ANY CONVEYANCE, PURCHASE, SALE OR LEASE, OR GRANT MORTGAGES, TRUST DEEDS OR CREATION OF OTHER LIENS OR ENCUMBRANCES ON, REAL PROPERTY ASSETS OF THE FOUNDATION IN EXCESS OF $1 MILLION OR ANY CONVEYANCE OF ANY ASSETS OF THE FOUNDATION (OTHER THAN REAL PROPERTY ASSETS) OR THE INCURRING OF ANY INDEBTEDNESS (OTHER THAN ANY SUCH INDEBTEDNESS SECURED BY REAL PROPERTY ASSETS), WHICH EXCEEDS $1 MILLION, (iv) APPROVE ANY CREATION OF AN AFFILIATE OR SUBSIDIARY ORGANIZATION, OR ANY AFFILIATION OF THE FOUNDATION WITH ANY OTHER ENTITY FOR THE PURPOSE OF THE JOINT CONDUCT OF BUSINESS OR PROGRAMS, WHETHER IN THE FORM OF PARTICIPATION IN A CORPORATION (EITHER THROUGH THE HOLDING OF STOCK OR MEMBERSHIP), PARTNERSHIP, JOINT VENTURE, CO-TENANCY OR ANY OTHER FORM OF OWNERSHIP OR CONTROL, (V) APPROVE ACCEPTANCE OF GIFTS THAT ARE: (1) CONTINGENT UPON ACTIONS OF THE SOLE MEMBER OF ITS AFFILIATES, (2) LIMITED TO USE, BY OR FOR THE BENEFIT OF, THE SOLE MEMBER AND OF ITS AFFILIATES, OR (3) REQUIRE ANY PAYOUT FROM THE SOLE MEMBER OR ONE OF ITS AFFILIATES, OR (4) REQUIRE ANY PAYOUT FROM THE SOLE MEMBER OR ONE OF ITS AFFILIATES; AND (VI) TO APPROVE THE DISSOLUTION OR LIQUIDATION OF THE FOUNDATION.”

“The form 990 is reviewed by external tax advisors, the director of corporate finance, and the chief financial officer before the filing of the return. Once the return has been fully prepared, a final 990 is sent to each board member and time is allocated for comments and responses prior to the official filing of of the forms.”

“The foundation's board of trustees approved a policy concerning voluntary self-disclosure of any potential conflict of interest. The dartmouth-hitchcock compliance and audit services department conducts an annual survey of all officers and trustees and performs other procedures as considered necessary to report on compliance with the conflict of interest policy. The department then reports to each board any potential conflicts for their review. Per the policy, any conflicts or otherwise perceived conflicts are required to be addressed by the board of trustees on an ongoing basis. In the event a conflict arises, the individual may be removed from participating in any decision-making regarding the identified conflict and/or its corresponding transactions. If the board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform such person on the basis for such belief and afford him/her an opportunity to explain the alleged failure to disclose. If, after hearing the response of the interested person and making such further investigation as may be warranted in the circumstances, the board or committee determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The cheshire health foundation makes governing documents, conflict of interest policy, and financial statements available to members of the public upon request.”

“The president/ceo is paid by a related organization, therefore line 15a is marked no. However, a related organization has retained yaffe & company, inc. To provide consultation to the executive committee of the related board of trustees regarding executive compensation, benefits, and prerequisites for the president/ceo. Yaffe & company, inc. Is an independent consulting firm with 40 years of experience and provides services to not-for-profit hospitals and health systems. In addition by way of a questionnaire, board members participate in the performance review process and compile a documented summary report. Annually, a multi-tiered approach using independent comparability data is utilized to gauge appropriate comparative market levels of compensation and benefits with the latest review occurring in fy 2019.”

“Net asset transfers between affiliates - -1529839;”

“The foundation was included in the consolidated audited financial statements of the dartmouth-hitchcock health system. During fiscal year 2019, mary hitchcock memorial hospital expended federal funding which met the minimum threshold set forth in the single audit act and omb circular a-133. Due to the nature of the consolidated financial statements, the audit was performed on the financial information of all organizations, including cheshire health foundation.”