Baystate Franklin Medical Center

“The filing organization has a standing executive committee, which is entitled to act between meetings of the board, on all matters as to which the board is entitled to act and permitted by law to delegate to a committee. The members of the executive committee are the same individuals serving on the executive committee of baystate health, inc.”

“Two or more of the persons listed in this form 990 part vii have a business relationship with each other by virtue of sitting on one or more boards of directors or by serving in an employment relationship with one or more entities in the baystate group of affiliated entities and in the community. The following trustees, officers, or key employees have a business relationship: (1) mark a. Keroack, md and paul r. Murphy.”

“Baystate franklin medical center is affiliated with baystate administrative services, inc. (bas) which is a 501(c)(3) organization. Information technology, human resources, finance, treasury, accounting and other management and support functions are delegated to bas.”

“The filing organization has one member, baystate health, inc. (bh).”

“The board of trustees of the filing organization are the same individuals serving as members of the board of trustees of baystate health, inc. (bh) with the addition of the president of the medical staff of the filing organization. The board of trustees of bh are elected annually by the board of trustees of bh at their annual meeting.”

“Under massachusetts law, a voluntary dissolution of the organization is required to be approved by baystate health, inc., as the sole member of the filing organization. As the sole member, baystate health also has the authority to amend the bylaws of the filing organization. Form 990, part vi, section a, line 8b: the trustees of baystate franklin medical center meet during certain scheduled baystate health, inc. (bh) board meetings. The bh board of trustees and its committees, including the audit and compliance committee, contemporaneously document meetings and actions relative to baystate franklin medical center as well as the annual acceptance of the audited financial statements.”

“Prior to filing the form 990, appropriate sections were reviewed by the tax, finance, and human resources areas of baystate health, inc. (the parent organization of the health care system to which the filing organization belongs) and by outside legal counsel. The form 990 was also reviewed by tax experts from an independent accounting firm and signed-off as a paid preparer. The process, key areas and any new changes were reviewed prior to filing with the baystate health audit and compliance committee (acc), which is composed of trustees of the filing organization. The acc members had an opportunity to ask questions regarding the tax compliance process and the tax filings in general. The form 990 was provided to all members of the board of trustees prior to filing.”

“Baystate franklin medical center is an affiliate of baystate health, inc. (bh). Bh and its affiliated entities have a comprehensive conflict of interest policy applicable to all of the affiliated entities. All directors, trustees, officers, key employees, and highest compensated employees of bh and its affiliates are asked to complete an annual "conflict of interest" form. We utilize an electronic database to receive and manage all conflict of interest submissions. This information is reviewed by the chief compliance officer, chief executive officer, chair of the board of trustees, chief general counsel and the chair of the audit & compliance committee. A summary of the conflict of interest disclosures is provided to the baystate health board of trustees and the tax department. Potential conflict of interest transactions are reviewed as appropriate under the policy, which provides for recusal from discussion and deliberation by any party with a potential conflict of interest.”

“The compensation of the president is paid by baystate administrative services, inc., an affiliate and related organization of the filing organization. The compensation is reviewed and determined annually by the human resources committee of baystate health, inc. (the parent organization of the health care system to which the filing organization belongs), which has been appointed through board resolution as the compensation committee of the filing organization. This committee consists entirely of individuals serving on the board of the filing organization. The individuals responsible for deliberating the compensation arrangement for the president would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the president is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data. The compensation is then established, reviewed and approved by the duly authorized compensation committee of baystate health, inc. The compensation of the senior vice president, finance, cfo and treasurer is paid by baystate administrative services, inc., an affiliate and related organization of the filing organization. The compensation is reviewed and determined annually by the human resources committee of baystate health, inc. (the parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of baystate health, inc. The individuals responsible for deliberating the compensation arrangement for the senior vice president, finance, cfo and treasurer and of other officers would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the senior vice president, finance, cfo and treasurer is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data. The compensation is then established, reviewed and approved by the duly authorized compensation committee of baystate health, inc. The compensation of other officers and key employee of the filing organization is determined in accordance with the executive compensation philosophy statement, in consultation with human resources, based on the baystate health board approved budget and wage program for each fiscal year.”

“The organization makes its conflict of interest policy and financial statements available to the public at www.baystatehealth.org. Articles of organization and bylaws are generally available at the commonwealth of massachusetts website.”

“Baystate health, inc. Has a joint venture policy that covers affiliated tax exempt entities including baystate franklin medical center.”

“Certain officers or trustees of the filing organization are paid by an entity, baystate medical practices, inc. (bmp) ein 04-2888373, which is part of the health care system to which the filing organization belongs but does not meet the technical requirements as a "related organization" per schedule r. Compensation from bmp to the officers and trustees of the filing organization therefore, is reported as paid from an unrelated organization in line 5 and according to the instructions reported as though paid by the filing organization.”

“Minimum pension liability adjustment 25,002,779.”