Emerson Hospital

“Paul birch is a limited partner and on the investment committee of commonangels and its fund iii which has invested in n of one, for which christine cournoyer is the ceo.”

“Emerson hospital outsourced the management of the following operations: 1. Transitional care unit to radius 2. Nutrition engineering and environmental services to sodexo 3. Wound care clinic to diversified clinical services 4. Sleep lab to neurocare 5. Property management of selected satellite locations to charles james associates 6. Property management of select locations to avison young 7. Security services to apg rhode island, llc”

“Emerson health system, inc, acting through its board of directors, is the member for emerson hospital.”

“The number and composition of the board of directors is fixed annually by the member, emerson health system.”

“The number and composition of the board of directors is fixed annually by the member, emerson health system.”

“The completed form 990 was presented to the emerson hospital board of directors during a regularly scheduled board meeting and was open for review, discussion, questions and comments. Further educational sessions were offered for any board member to review the form 990 in more detail with the chief financial officer. In addition, the schedule j was reviewed in detail in a session with the compensation committee and the form 990 was reviewed in its entirety in detail in a session with the audit committee.”

“The board of directors requires that all board members and senior managers complete and sign the conflict of interest questionnaire annually. The ceo reviews these questionnaires and summarizes any issues that could create a conflict of interest. This summary is reviewed by the governance committee of the board of directors and is presented to the entire board annually so that all board members are aware of potential conflicts of interest and have information they can rely on if they feel an individual may have divided loyalties on a decision coming before the board of directors. The board chair is responsible for evaluating any conflict of interest and determining the treatment of the situation according to board policy.”

“The board of directors holds the sole responsibility for establishing the compensation of emerson hospital's ceo. The compensation committee, a subcommittee of the board of directors comprised of at least three independent board members, is responsible for the review and recommendation of the ceo's compensation. This analysis includes an annual independent review of comparable institutions. The vice president of operations and chief human resources officer, acting as staff support for the committee, maintains written records on compensation and the committee's actions. Meeting minutes document the committee's decision-making process, the types of comparable data that were used to determine the fair market value for an executive's services and the nature of any decisions made so as to establish a rebuttable presumption of reasonableness for compensation for a disqualified individual. The compensation committee also reviews and approves the ceo's recommedation of compensation for key employees including officers and vice presidents of the hospital. This analysis includes annual independent review of comparable institutions. The vice president of operations and chief human resources officer, acting as staff support for the committee, maintains written records on compensation and the committee's actions. Meeting minutes document the committee's decision-making process, the types of comparable data that was used to determine the fair market value for an executive's services and the nature of any decisions made so as to establish a rebuttable presumption of reasonableness for compensation for a disqualified individual.”

“Form 990 is available on the massachusetts attorney general's website. Forms 1023, 990, and 990t are available upon request to the hospital.”

“Hospital's by-laws are avaialable on the massachusetts secretary of state's website. Conflict of interest policy and financial statements are available upon request.”

“Net assets released for plant and equipment 78,331. Benefit plan related changes other than net periodic benefit costs -7,808,445. Temporarily restricted change in interest in foundation 666,388. Permanently restricted change in interest in the foundation 262,390. Net assets released to the foundation 733,064. Loss on intrest rate swap agreements -3,067,094.”

“Series e bond proceeds were used to: (i) provide for the current refunding of prior bonds, the proceeds of which were used to construct, renovate, and equip portions of the institutions campus including constructing the john cumming building, an addition to the wheeler building, construction of a building to house patient care services, laboratory and rehabilitation services, a 31-bed psychiatric unit, a 32-bed medical surgical unit, 24 obstetrics beds, 8 birthing rooms, 2 delivery rooms, a newborn nursery and construction of a five level parking garage with approximately 465 parking spaces and renovating the wheeler building; (ii) provide for the financing and refinancing of (a) renovations to existing pre and post operating surgical day care suites, the construction of a new cystoscopy room, construction of two operating rooms and renovation of the post anesthesia care unit, (b) expansion of existing space used for radiology services including construction of separate entrances and segregated preparation access for inpatient versus outpatient use and the addition of new radiology equipment, (c) expansion of the existing obstetrics unit in order to create private rooms and (d) the acquisition and installation of capital equipment; (iii) fund the debt service revenue fund; (iv) pay the premium for the bond insurance policy; and (v) pay certain costs and expenses incurred in connection with the issuance of the series e bonds.”