Southcoast Visiting Nurses Association Inc

“Vna's parent corporation southcoast health system, inc. ("shs") serves as the sole corporate member or sole corporate stockholder of each of its affiliates.”

“Vna's parent corporation shs elects the trustees or directors of each affiliate and with respect to certain of the affiliates, exercises specified reserve powers and is governed by a board of trustees.”

“The role of the shs board is to maintain a system perspective with a regional emphasis and a broad focus across all activities in the organization. Primary functions of the shs board include strategic planning, network growth and development, and overall fiscal responsibilities. Each affiliate is expected to focus on its own activities addressing community needs within its scope of service. The trustees of the vna shall have charge, control and management of the property, affairs and business of the vna and shall have the power and authority to do and perform all acts and functions not inconsistent with its bylaws or with any action taken by it, provided, however, that the authority of the trustees to exercise certain powers is conditioned upon approval of the shs board.”

“THE GOVERNING BOARD OF THE ASSOCIATION'S NOT-FOR-PROFIT PARENT, SHS REVIEWS THE FORM 990 AND ALL OF ITS RELATED SCHEDULES PRIOR TO FILING. THE REVIEW IS PERFORMED BY THE GOVERNING BOARD AS IT PROVIDES OVERSIGHT FOR COMPENSATION AND CONFLICT OF INTEREST MATTERS ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES ON A SYSTEM WIDE BASIS. A COMPLETE COPY OF THE FORM 990 AND ITS SCHEDULES ARE POSTED TO THE SOUTHCOAST HEALTH SYSTEM, INC. BOARD'S WEBSITE FOR ALL BOARD MEMBERS TO REVIEW, MAKE INQUIRIES, AND HAVE ANY ADJUSTMENTS MADE PRIOR TO FILING. A copy of the Form 990 is also provided to all VNA Board members electronically via email prior to filing.”

“Shs has conflict of interest, legal compliance and code of conduct policies that apply to all trustees, officers, directors and employees, including trustees, officers, directors, and employees of vna (referred to as "members"). On an annual basis, each member will complete the conflict of interest questionnaire which affirms that each person has: (1) received a copy of the policy; (2) read and understood the policy; (3) agreed to comply with the policy, and (4) understood that the system entities are charitable organizations and that to maintain their federal tax exemption, such entities must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the system operates in a manner consistent with its charitable purposes, does not engage in activities that could jeopardize its status as an organization exempt from federal taxation, and in connection with its compliance program, system's management shall conduct periodic reviews of the conflict of interest policy and the operation and application of it. Members shall disclose any interests or activities in which they are involved or become involved that do result, or may appear to result in a conflict of interest or potential conflict of interest and shall comply with, and make all required disclosures under the conflict of interest policy prior to commencing, continuing, or consummating any activity or transaction which raises a conflict of interest or a potential conflict of interest. Each member is under an ongoing duty to update and keep current the information contained in their questionnaire. At least annually, or as necessary based on dislcosures, the general counsel will summarize and report all disclosures to the president and ceo and the chairman of the board of trustees (or his/her designee). Upon disclosure of financial or non-financial interests ("interests") and all material facts related thereto by member or an interested person, the chair of the system's governance committee shall determine in conjunction with the general counsel whether a conflict of interests exists. The governance committee can continue to discuss the issue with the member or interested person to clarify or obtain additional information. However, before the governance committee discusses or determines whether the member or other interested person's interests constitute a conflict of interest, the member or interested person must leave the meeting. In the event the interest involves the chair or ceo, the remaining governance committee members shall appoint one or more disinterested trustees to make such a determination. Once the determination of the conflict of interest is made by the governance committee, such determination, along with appropriate mitigation plans, will be submitted by the governance committee for review and approval. If any board or board committee has reasonable cause to believe that a member has failed to disclose an actual conflict of interest or a potential conflict of interest, it shall inform such person of the basis for such belief and afford such a member an opportunity to explain the alleged failure to disclose it. If, after hearing the response of such person and making further inquiry or investigation as warranted by the circumstances, the board or board committee determines that such person has in fact failed to dislcose an actual conflict of interest or a potential conflict of interest, the appropriate disciplinary and corrective action shall be taken.”

“Compensation for the president & ceo was established by southcoast hospitals group, a related entity. Compensation for all vice presidents and higher level executives who may serve as officers and directors, is established using the following procedure: 1. Review and approval by the compensation committee of southcoast health system, without the involvement of persons with a conflict of interest with respect to the compensation arrangement at issue. 2. Use of data to as to comparable compensation for similarly qualified persons in functionally comparable positons at similarly situated organizations. The compensation committee engaged the services of an independent human resource consulting firm ("consultant") to provide updated compensation data and assess the reasonableness of the total compensation provided to shs's executives. This included relevant competitive market practice information for the northeast region market obtained from two healthcare executive compensation surveys that were prepared by independent firms. The consultant also compiled national market data from three commercially available healthcare executive compensation surveys prepared by independent firms, and 3. Contemporaneous documentation and record keeping with respect to deliberations and decisions regarding the compensation arrangement.”

“All documents are provided upon request.”

“The southcoast visiting nurse association, inc. ("vna") is committed to providing high quality comprehensive health and hospice services in the home setting and community-based programs which foster improvement and maintenance of health, prevention of disease and disability and compassionate end-of-life care. Form 990, part vi, section a, line 1: the vna board delegates authority to an executive committee consisting of the chairman of the board of trustees, the president/ceo and the treasurer. The executive committee has the power to act for the board of trustees between regular meetings of the board.”

“Change in value of perpetual trusts $82,627 net assets released from restriction $102,587 change in unrealized gains $57,303 fy16 spending policy release ($32,808) restricted receipts $58,025 ___________ total $267,734”