Greater Rochester Community Health Foundation

“Trustees Ronald Poulin and Jeanette Poulin have a family relationship.”

“During the fiscal year, Frisbie Memorial Hospital and Frisbie Foundation, of which the Hospital is the sole member, had an interim CFO, James Hutchinson. Mr. Hutchinson was compensated through a consulting firm, Warbird Consulting Partners. The amount paid to Warbird Consulting Partners for Mr. Hutchinson's services for the calendar year ending December 31, 2019 was $189,648.”

“The sole corporate member of the Foundation is Frisbie Memorial Hospital, a nonprofit New Hampshire corporation and a tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. The Hospital shall be issued all three hundred (300) shares of the Foundation's common stock. Additionally, in January 2019, Frisbie Memorial Hospital and HCA Healthcare, Inc. (HCA) signed a non-binding letter of intent (LOI) to affiliate the organizations. The transaction was finalized and effective February 29, 2020. Subsequent to the transaction, all actions taken by FMH Wind-Down Company (formerly the Frisbie Memorial Hospital) will consist of closing activities to wrap-up and transition Hospital operations under HCA Healthcare's control; once the wind-down transactions are complete, HCA Healthcare will retain full ownership and control over what was formerly Frisbie Memorial Hospital's assets and activities.”

“The board of directors shall be elected by majority vote of the board of trustees or president of the sole shareholder of the Foundation, Frisbie Memorial Hospital. Any director may be removed from office at any time by a vote of the shareholders holding at least two-thirds of the issued and outstanding shares of the Foundation.”

“The sole corporate member shall be entitled to one vote for each share of stock it owns on every matter to be voted on by the shareholders at any annual or special meeting of the shareholders of the corporation. The management, control, and operation of the affairs and properties of the Foundation shall vest and be in the board of directors of the Foundation, subject to any agreement which the board of directors enters with the shareholders and those powers reserved to the shareholders.”

“The Form 990 is prepared with the assistance of the Hospital's independent public accounting firm and is thoroughly reviewed by key financial staff. The CFO then reviews the 990 and a copy is then made available to the board for review. After any questions are answered, the return is filed with the Internal Revenue Service.”

“In accordance with the written conflict of interest policy, the office of the President annually secures a signed copy of the Trustee/Officer Conflict of Interest Statement and maintains them on file.”

“The Foundation does not have any employees. However, the Foundation is represented and managed by employees and officers of its sole corporate member, Frisbie Memorial Hospital. Each year, the executive compensation committee comprised of four members of the Frisbie Memorial Hospital board reviews CEO performance and compensation. The VP of Human Resources presents the compensation committee with comparative salary and benefit data. Any senior management affiliated or providing services to the Foundation has their compensation also reviewed by the committee, but their compensation is ultimately determined by the Hospital's CEO. These review and substantiation measures are conducted by Frisbie Memorial Hospital, a related organization. Therefore, in accordance with IRS instructions Form 990, Part VI, Line 15a & 15b have been marked no.”

“The Foundation will provide its governing documents, financial statements, and conflict of interest policy upon request.”

“In January 2019, Frisbie Memorial Hospital, the sole corporate member of the Foundation, and HCA Healthcare, Inc. (HCA) signed a non-binding letter of intent (LOI) to affiliate the organizations. Expected benefits of the affiliation include expanding the Organization's primary and specialty services in New Hampshire, expanding access to health care in rural communities, and increasing competition by delivering higher-quality, lower cost care. The transaction was finalized and effective February 29, 2020. The operations of the Foundation subsequent to the transaction consist of wind down activities only. Remaining assets of the Organization consist mostly of cash and restricted investments which will be used to settle the Organization's wind down operations and establish a foundation for the benefit of the citizens of Rochester, New Hampshire.”

“Purchased services: Program service expenses 145,410. Management and general expenses 0. Fundraising expenses 0. Total expenses 145,410.”

“Equity transfer to affiliates 611,217.”

“The audit process has not changed from the prior year.”