Windsor Hospital Corporation

“An Executive Committee, consisting of the Chair, Vice-Chair, Secretary and Treasurer, and D-HH CEO or designee. This committee shall, in the interim between meetings of the board, exercise all of the power of the body, but in accordance with the general power of the hospital and direction of the board.”

“The bylaws have been amended to include the integration of Valley Regional Hospital. The board representatives have been increased to add a 1/3 representation from Valley Regional as well as adjusting the representation from Mt. Ascutney and Dartmouth Health to 1/3 each.”

“Dartmouth-Hitchcock Health (D-HH), a New Hampshire voluntary corporation, is the sole corporate member of Mt. Ascutney Hospital and Health Center.”

“Dartmouth-Hitchcock Health (D-HH), a New Hampshire voluntary corporation, is the sole corporate member of Mt. Ascutney Hospital and Health Center. D-HH has the power to appoint 1/3 of the members of the Mt. Ascutney Hospital and Health Center board of trustees.”

“The sole member has the right to ratify Mt. Ascutney Hospital and Health Center's nomination of 2/3 of the members of the board of trustees; remove trustees after consultation with the chairperson of the board; approve the dissolution or liquidation of Mt. Ascutney Hospital and Health Center; appoint, evaluate, terminate, and approve the compensation of the president and ceo; and other governance decisions.”

“The Form 990 is reviewed by external tax advisors and the chief financial officer before the filing of the return. In addition, 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 the forms.”

“Mt. Ascutney Hospital and Health Center's BOARD OF TRUSTEES APPROVED A POLICY CONCERNING A VOLUNTARY SELF-DISCLOSURE OF ANY POTENTIAL CONFLICT OF INTEREST. The Compliance and audit services department of an affiliate, Dartmouth-Hitchcock, 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 TRUSTEEES 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 OF 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 CURCUMSTANCES, 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 compensation committee of Mt. Ascutney Hospital and Health Center's board meets annually to review and approve compensation for the president/CEO, which is recommended by the compensation committee of a related organization. The compensation is determined using an outside consultant and comparability survey and/or study including contemporaneous substantiation. This process was last undertaken in FY24. The compensation committee consists of the executive committee and a D-HH representative.”

“COMPENSATION FOR OFFICERS AND KEY EMPLOYEES IS EVALUATED BY INTERNAL HUMAN RESOURCES STAFF USING NATIONAL BENCHMARKING DATA (ALONG WITH ONGOING EVALUATIONS BY AN INDEPENDENT THIRD-PARTY FIRM FOR REASONABLENESS). THE LAST FORMAL PROCESS WAS COMPLETED IN 2024. EXTERNAL BENCHMARKING FROM AN INDEPENDENT THIRD PARTY HAS BEEN USED FOR ANY OFFICER WHO WAS HIRED OR RECEIVED A COMPENSATION ADJUSTMENT SINCE THE LAST FORMAL PROCESS. COMPENSATION RATES ARE DETERMINED BY FOLLOWING THE GUIDELINES OF THE COMPENSATION COMMITTEE CHARTER AND PHILOSOPHY DOCUMENTS AND A FORMAL REVIEW BY COMPENSATION COMMITTEE MEMBERS. Included in this process is the CFO and the chief operating officer.”

“Mt. Ascutney Hospital and Health Center makes governing documents, conflict of interest policy, and financial statements available to members of the public upon request.”

“Medical & Health Related Services - Total Expense: 11224581, Program Service Expense: 10078365, Management and General Expenses: 1061736, Fundraising Expenses: 84480; Professional Consultants & Other - Total Expense: 6977893, Program Service Expense: 6977893, Management and General Expenses: , Fundraising Expenses: ;”

“Amount of fund asset transfers - 1536440; Loss on pension plan termination - -51910; Equity in subsidiary income - 103202;”