Southboro Medical Group Inc

“Effective as of january 1, 2015, southboro medical group, inc. ("smg") withdrew from the atrius health system and merged with reliant medical group, inc. Under the terms of the withdrawal agreement with atrius health, inc., the corporate member of smg, the powers of the corporate member were amended to prevent the corporate member from taking any action to modify or change smg's withdrawal from the atrius health system.”

“Southboro medical group, inc. ("smg") has two classes of members. The corporate member (atrius health, inc.) can be removed only if smg is removed, by the corporate member, as a participating organization in the atrius health system. The corporate member has certain defined approval rights of the actions of the corporation.by a withdrawal agreement executed as of october 17, 2014 to be effective january 1, 2015 by and between atrius health inc. And smg, smg withdrew from the atrius health system and atrius health was removed as the sole corporate member of smg. The withdrawal agreement required both parties to amend their respective by-laws for these changes.”

“The board of trustees is comprised of six voting trustees, all of whom must be a physician member. Through december 31, 2014, of the six trustees, four had to be approved by the corporate member.”

“Applicable through december 31, 2014: most major decisions of the board must be approved by the corporate member. The corporate member must approve all budgets, plans, and material changes; approve all program changes; approve any amendment to the articles of organization and or by-laws; approve compensation structures and ranges for directors, physicians, senior managers and other professionals; and, in general approve any other actions not in the normal course of business. In addition to powers provided by law, the articles of organization and smg's by-laws, the corporate member has authority to: (a) levy assessments to cover the corporate member's costs of operations; (b) approve, or disapprove, the selection and removal of more than fifty percent (50%)but less than eighty (80%) of smg's trustees; and, (c) act as smg's exclusive agent for purposes of negotiating payor contracts for smg and the other participating organizations as defined in the corporate member's by-laws. Upon dissolution of smg, the net assets of smg will be disposed of to atrius health, inc. Provided it is then exempt from federal income tax under section 501(c)(3) of the internal revenue code.”

“Atrius health engaged an outside tax/accounting firm to review and prepare the form 990 for smg. An internal team at smg including staff from accounting and human resources departments worked closely with the outside firm to prepare the document. The final 990 was reviewed by smg's administrative executive director.”

“Smg has a comprehensive compliance program which is monitored by smg's audit and compliance committee and compliance officer. The nature of the potential or actual conflict determines the level(s) at which a determination of potential conflict may exist. An individual involved with a potential conflict is prohibited from being in attendance at any meetings at which the matter is discussed and is not allowed to vote on the matter. All members of smg's board, officers and senior managers are required to annually review, complete and certify compliance with smg's conflict of interest policy. In addition all new hires (in the categories described) are required to read and acknowledge receipt of smg's code of conduct. The conflict of interest policy states "as a general rule, conflicts of interest are not permitted". Smg's policy provides for exceptions if disclosed promptly and approved by the appropriate level of management.”

“Compensation: smg's president, all of its statutory officers and its physician members are employed by smg as practicing physicians. For the physicians, the key criteria is the physician's productivity. The compensation ranges for the physicians are reviewed by the compensation personnel employed by the corporate member. The compensation paid to physicians is consistent with the analysis of nationally recognized compensation consultants regarding market competitiveness and reasonableness of the compensation, including defining compensation thresholds that, if exceeded, require further review and approval or modification as appropriate by smg and ultimately the corporate member's compensation committee. Stipends are awarded to the officers of smg's board to compensate for the time required to accomplish those administrative duties. All major decisions of the board must be approved by smg's corporate member.”

“Financial statements are attached to the ma form pc filed with the attorney general's office, which is open to public inspection. The articles of organization are available at the massachusetts secretary of state's office, including on-line. Other governing documents and conflict of interest policy are not generally available to the public.”

“To offer a comprehensive, integrated healthcare system to the metrowest community distinguished by responsiveness to patient needs, quality of care, patient education, and health promotion. The success of our service is measured by the satisfaction of our patients and professional staff.”

“Statement 2 to offer a comprehensive, integrated healthcare system to the metrowest community distinguished by responsiveness to patient needs, quality of care, patient education, and health promotion. The success of our service is measured by the satisfaction of our patients and professional staff.”

“Outside utilization charges (capitation contracts): program service expenses 60,226,544. Management and general expenses 0. Fundraising expenses 0. Total expenses 60,226,544. Contracted medical services: program service expenses 1,940,323. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,940,323. Other services: program service expenses 8,258. Management and general expenses 147,022. Fundraising expenses 0. Total expenses 155,280.”

“Distribution of net assets re merger with reliant medical group eff. 1.1.15 -7,888,007.”

“The organization was included in the consolidated financial statements of atrius health, inc. ("atrius health"). Atrius health's audit and compliance committee is responsible for oversight of the audit. There were no changes in the oversight process during the tax year.”