Porter Medical Center

“The governing body for pmc is identical to those of its subsidiaries, porter hospital, inc. And helen porter nursing home, inc.”

“The university of vermont health network, inc. Is the sole member of the organization.”

“The university of vermont health network, as sole member of porter medical center, has powers to elect members of the governing body.”

“Uvm health network has the power to approve significant corporate actions, including annual operating and capital budgets, strategic plans, the appointment of the ceo, the incurrence of long-term indebtedness, amendments to uvm medical center's bylaws and articles of the organization, and approval of major financial decisions including mergers, bankruptcies, and the development or termination of program services. Uvm health network is a vermont non-profit corporation which has been recognized by the irs as a 501(c) organization that is not a private foundation.”

“The form 990 for pmc is prepared by uvm medical center staff and reviewed by pwc us tax llp. Following or concurrent with pwc's review, a draft return is presented to the uvm health network audit commitee and management for review and comment. The completed form 990 is provided to all members of the board of directors prior to the form being filed with the irs.”

“The organization monitors and enforces compliance with its conflict of interest policy through annual questionnaires and certifications required of all trustees, officers, and other individuals in a position to exercise influence over the affairs the organization, through ongoing duties to disclose transactions in which such persons have a direct or indirect financial interest, and through ongoing monitoring efforts by the organization's cfo and controller. When a potential conflict is disclosed or otherwise identified, the board or affected board committee is charged with determining whether a conflict of interest exists, with the interested person being disqualified from voting, participation, and attendance. If the board or board committee determines that a conflict of interest does in fact exist, then such person is restricted from participation in all deliberations pertaining to the proposed transaction or arrangement at issue. The remaining board or committee members may, at their discretion, appoint a disinterested person or commitee to investigate alternatives to the proposed transaction or arrangement. The minutes of the board or affected committee shall contain the name of the interested person, the nature of the interest, any action taken to determine whether a conflict was present, and the decision as to whether a conflict existed. Violations of the conflict of interest policy are subject to disciplinary and corrective action including but not limited to termination.”

“The organization delegates the setting of executive compensation to the uvm health network compensation committee, an independent committee, under principles described in its charter. The uvm health network has adopted a compensation philosophy which provides a framework for setting compensation for the executivies of uvm health network and its affiliated member organizations. The parameters of this philosophy include utilizing appropriate national and regional peer groups. Salaries are targeted at the 50th percentile of the national peer group, with performance based variable pay opportunities to achieve up to the 65th percentile, depending on organization and individual results. Compensation levels are approved by the network compensation committee for the uvm health network/direct reports and the affiliated organizations' ceos. Calculations are performed using the same philosophy for the third tier of leadership, with the exception that the local boards approve compensation for all non-ceo positions. All actions taken regarding executive compensation are contemporaneously documented by the appropriate organization. This review is performed annually.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Transfer of net assets -19,600. Rounding variance 8,438.”