Upper Connecticut Valley Hospital Association

“As the parent organization, north country healthcare (nch) is the sole member of upper connecticut valley hospital.”

“Each member of the corporation board shall be nominated by action of an affiliate board, or by the corporation board, as the case may be, in accordance with the nomination powers indicated in the corporation's bylaws.”

“The corporation bylaws include major matters which include specific duties and responsibilities which are shared by the corporation board and the affiliate boards. These major matters are further distinguished between major organizational matters and major operational matters. In both cases, the bylaws contain the provisions for the approval of these matters including whether they are approved by a majority vote or super majority vote of all boards. In all cases, the major matters require approval by the corporation board and the affiliate boards.”

“A copy of the form 990 will be shared electronically with the entire nch board and finance committee before filing, with adequate time for questions to be asked.”

“Conflict of interest process: - conflict of interest disclosure completed via boardpaq (electronic means). - results compiled into conflict matrix which is reviewed and approved by the board. - conflicts that meet the pecuniary benefit criteria are identified, shared with the board and approved. - disclosure notices are placed in local papers. - the nh division of charitable trusts is notified of the pecuniary benefit and copies of the public notices are attached.”

“The compensation committee is a subcommittee of the finance committee of the corporation board. This committee oversees the executive compensation policy and practices of the organization including the ceo, the affiliate presidents, and the ceo cabinet which includes key executive positions for the organization. The compensation committee engages with an outside consultant to determine compensation benchmarks and best practices which guide the compensation processes for these executive positions. The comparison benchmark data and guidance are reviewed by the committee and recommendations are made to the corporation board and affiliate boards. This is done on an annual basis.”

“The organization has implemented all policies and the governing documents and financial statements are available to the public upon request.”

“Contract labor: program service expenses 3,015,274. Management and general expenses 59,806. Fundraising expenses 0. Total expenses 3,075,080. Other services: program service expenses 1,145,183. Management and general expenses 150,065. Fundraising expenses 0. Total expenses 1,295,248.”

“Equity transfer to north country healthcare, inc. -732,851.”