Elliot Health Systems

“Diane Mercier, who served as a Trustee until April 2018, and John Mercier, who began serving as a Trustee in January 2018, have a family relationship. Dianne Mercier and Daniel Monfried have a business relationship.”

“Jeffrey Rooney, who served as Chief Financial Officer until January 2017, and Joseph Ingold, who took over as Chief Financial Officer at that time until June 2018, were both contracted employees through Martinville Dunn, LLC and Ingold & Associates, LLC, respectively. Both LLCs are unrelated to the Hospital and its affiliates. Compensation in the amount of $109,920 was paid to Martinville, Dunn, LLC during calendar year 2017 by the Hospital for Mr. Rooney's services. The total compensation paid to Mr. Ingold's LLC for his services during 2017 was $579,817. Additionally, Mr. Ingold received a housing allowance in the amount of $7,500 during the calendar year, which is included in the amount paid to Ingold & Associates, LLC. As the fees paid to each LLC were paid for services to the entire related party system, an accurate breakdown of the fees relative to the filing organization is not readily determinable. In accordance with IRS instructions, these fees have been reported as compensation on Form 990, Part VII-A and Schedule J, Part II and further disclosed in Schedule O for Form 990, Part VI, Line 3. See also Schedule L.”

“The filing organization updated its mission statement to, "Elliot Health System strives to Inspire wellness, Heal our patients, and Serve with compassion in every interaction. Additionally, Elliot Health System amended its bylaws during the filing period as a result of its combination agreement with Southern New Hampshire Health System to form a new company, SolutionHealth, which became the sole member of the two healthcare systems. Significant changes to the bylaws during the year include: - Giving the member organization significant powers authorizing the election and removal of the filing organization's Board members (see also Form 990, Part VI, Line 7a explanation). - The member's Board of Directors may initiate any action to amend Elliot Health System's Articles of Agreement or bylaws, and any changes must be approved by a 2/3 vote of both the filing organization and the Regional Board (the Board of Directors of the member, SolutionHealth). - The Regional Board and Elliot Health System's Board must both authorize by a 2/3 vote the formation, addition, merger, consolidation, combination, affiliation or dissolution of an Elliot Health System affiliate or subsidiary. - The Regional Board and Elliot Health System's Board must both authorize by a 2/3 vote any action to effect a merger, consolidation, combination or affiliation proposal of Elliot Health System. - Any action to appoint or remove a CEO of the filing organization must be initiated by the nomination of a candidate by Elliot Health System's Board, and shall be authorized by a majority vote of both Elliot Health System's Board and the Regional Board. - The Regional System's Chief Executive Officer, with the assistance of the filing organization's CEO, shall manage the development of any proposal to adopt or modify any financial or investment management policy; the development of annual operating and capital budgets; the adoption or modification of compensation or benefit programs; the development of any new information technology programs; the development of new financial accounting systems and the engagement of independent auditors; and the development of any proposal to add, eliminate, or in materially alter in a substantial way, a clinical services program of Elliot Health System. Significant modifications in any of these areas must be authorized by a majority vote of the Regional Board. - The Regional Board and Elliot Health System's Board must both authorize any action to incur indebtedness or a lien in the amount of $2,000,000 or more, as well as any action to purchase, sell, lease or transfer assets of $2,000,000 or more. -Finally, a clause regarding the voting rights of the member was added to the bylaws that states the Regional Board may override the negative vote of Elliot Health System's Board regarding any "Major Operational Matter" outlined above with a vote of 75% or more at any meeting at which a quorum is present; provided that such a vote shall be effective only if it occurs within 90 days after the negative vote of the applicable Corporation Board.”

“SolutionHealth is the sole corporate member of Elliot Health Systems.”

“The Board of SolutionHealth (the Regional Board), has the power to authorize by a majority vote any action to to elect a trustee of the filing organization. Additionally, any action to remove a trustee may be initiated by the Regional Board, provided that there is cause for removal, and shall be authorized by a majority vote of both Boards. If an action to remove a director of the Corporation Board is not authorized because of an impasse, then such removal may be approved by a unanimous vote of the Regional Board without further action by the filing organization's Board.”

“Please see explanation for Form 990, Part VI, Line 4 for all governance decisions that are reserved to the organization's sole member, SolutionHealth.”

“The completed Form 990 is presented to the full Board prior to filing. Board members can review the draft and bring any questions forward for discussion prior to filing.”

“Officers, directors, and key employees are required annually to sign a conflict of interest form which requires reporting any potential conflict of interest arrangements with the organization.”

“The compensation committee of the Board utilizes outside compensation consultants to evaluate the salaries for the CEO, CFO, and COO. The consultants utilize their internal data along with national and local benchmark data from the industry to develop salary levels. Recommendations of the consultant are reviewed by the compensation committee, who recommends compensation levels to the full Board for approval. An outside consulting firm is also used by the organization to review the compensation of the remainder of the vice presidents. Again, national and local benchmarks for salaries are consulted to determine salary levels for these positions.”

“Each of these documents is filed with the New Hampshire Secretary of State and is available upon request.”

“Mr. Turilli did not begin working for the filing organization and its related entities as Chief Financial Officer until 2018. In accordance with IRS instructions, which stipulate that compensation is to be reported for individuals listed in Form 990, Part VII, Section A based on the calendar year ending within the reportable fiscal year, no compensation has been listed for Mr. Turilli in Form 990 Part VII-A or Schedule J, Part II. Compensation information for Mr. Turilli will be reported on the Organization's Form 990 for the fiscal year ending June 30, 2019.”

“Transfers from Affiliates 4,589,000. Equity in Net Loss of Affiliate -39,799.”

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

“In April 2018, the system signed a combination agreement with Elliot Health System to form a new company, SolutionHealth, which became the sole member of the two healthcare systems. SolutionHealth allows the system to establish a regional healthcare organization in New Hampshire that combines resources and skill-sets from both Elliot Health System and Southern New Hampshire Health System, Inc. As a result of this combination, SolutionHealth became the sole-corporate member of Southern New Hampshire Health System, Inc. which is the sole-corporate member of Foundation Medical Partners. This strategic collaboration allows the two Systems to: - support and facilitate an integrated community-based, regional health care delivery system among the Hospital Systems; - align the missions and economic interests of the Hospital Systems to enhance care for the communities served; - engage in collaborative regional planning relating to the delivery of health care services in southern New Hampshire; - create a high degree of interdependence and cooperation in a health care network so as to control costs, increase value, ensure quality, and improve access in the communities served by the Hospital Systems; - enhance regional access for those served by the Hospital Systems; - support, protect and enhance the ability of the Hospital Systems to perform their existing historic charitable mission in the future; and - strengthen the charitable missions of the Hospital Systems, embracing a commitment to southern New Hampshire as a region.”