Baystate Medical Practices Inc.

“M. Shafeeq Ahmed, Andrew Artenstein, MD, Evan B. Benjamin MD, Charlotte Boney, Elizabeth Boyle, MD, MD, Dennis W. Chalke, Susan DeJoy, MD, Kristin R. Delaney, Wayne Duke, MD, Edward Feldman, MD, Richard Friedberg, Daniel Grow, MD, Oz Harmanli, MD, Thomas Higgins, MD, Kevin Hinchey, MD, M Dale Janes, Gordon Josephson, MD, Mark A. Keroack, MD, Aaron Kugelmass, MD, Benjamin Liptzin, MD, Gerda Maissel, MD, Wilson Mertens, MD, Doug D Muelberg, Dennis Oh, MD, Michael Picchioni, MD, Sara Rourke, MD, Barry Sarvet, MD, Joseph Schmidt, MD, John Schreiber, MD, Scott Siege, MD, Mark R. Tolosky, Kelly Tyler, MD, Richard B. Wait, MD, PhD, Jackson Williams, MD are also officers or trustees of Baystate Health, Inc. & its affiliated entities.”

“Baystate Medical Practices, Inc. 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 organization amended its bylaws to make technical edits to language regarding its corporate purposes (identifying an additional hospital in the health system of which it is a part), to increase the number of directors serving on its board by two, and to revise the nomination process for its elected directors.”

“The members of the filing organization are physicians, all of whom who have medical staff appointments at a Baystate Health, Inc. (BH) hospital affiliate, provide at least 1,000 hours of professional service annually on behalf of the filing organization, and are parties to a membership agreement with the filing organization approved by the Board of Directors.”

“The Board of Directors consists of 22 Directors, six of whom were either appointed by BH or serve ex officio based on positions they hold with BH, and 16 of whom are at large directors elected by the members of the filing organization.”

“The bylaws of the filing organization provide that the following matters approved by the Board of Directors are also subject to the approval of BH: (1) the filing organization's annual budget, (2) the form and content of agreements with members and other employees of the filing organization for their compensation and benefits, (3) policies regarding personal time, sick time, leaves of absence, hours of work, and number of working days, (4) the establishment of reserves to meet any unusual expense, loss, or anticipated year-end expense or a discretionary fund to support the filing organization's educational and research programs, (5) any pledge of the filing organization's credit, the borrowing of any money, or the execution of any promissory note by the filing organization, (6) amendments to the bylaws of the filing organization, with the exception of certain technical amendments.”

“Prior to the filing of this return appropriate parts of this Form 990 were reviewed by representatives from the Tax, Finance, and Human Resources Departments of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs), some of whom are officers or trustees of the filing organization and by outside legal counsel. The entire return was reviewed by a tax expert from an outside accounting firm. In addition, this return was provided to and reviewed by the Audit and Compliance Committee of Baystate Health, Inc. This committee also reviews the audited financial statements for the health system. This return was also provided prior to filing to the Baystate Health, Inc. Board of Trustees.”

“Baystate Health, Inc. (BH) has a comprehensive conflict of interest policy which has been adopted by the filing organization. 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 BH Chief Compliance Officer, the BH Chief Executive Officer, the Chair of the BH Board of Trustees, and the Chair of the Audit & Compliance Committee of BH. A summary of the conflict of interest disclosures is provided to the Baystate Health Board of Trustees and the Tax Department and reviewed by outside counsel. 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 reviewed and determined annually by the compensation 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 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 other officers and key employees is administered under the Executive Compensation Philosophy Statement or the Baystate Health Board approved budget and wage program for each fiscal year. Line 15a has been answered No because the President is paid by Baystate Administrative Services, Inc., an affiliate and related organization of the filing organization.”

“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. Form 990, Part VII, Section A, Line 5 Certain officers or trustees of the filing organization are paid by an entity,Baystate Administrative Services, Inc. (BAS) EIN 22-2747685, who is part of the health care system to which the filing organization belongs but one that does not meet the technical requirements as a "Related Organization" per Schedule R. Compensation from BAS 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.”

“Current year acquisitions from other entities 2,455,495. Transfer to/from affiliate, net 38,631,000. Minimum pension liability adjustment -24,442,725. Workforce reduction -1,113,575. rounding -2.”

“The process has not changed from the prior year.”