Mass General Brigham Health Plan Inc

“Member authority: pursuant to the corporate bylaws of the organization, the authority for the following actions is reserved to the sole member of the organization. The sole member of the organization is mass general brigham health plan holding company, inc.; and the sole member of mass general brigham health plan holding company, inc. Is mass general brigham incorporated (mgb), acting through its board of directors. (1) appoint a firm of public accountants annually to conduct an independent audit of the corporation's financial affairs during the fiscal year last ended; (2) review and approve all proposed capital and operating budgets of the corporation; (3) review and approve each unbudgeted operating or capital expenditure of the corporation that exceeds such amount as has been specified by the member from time to time; (4) review and approve each transaction pursuant to which the corporation would incur new debt through lender financing or would guaranty the lender-financed debt of others; (5) review and approve each agreement or other commitment binding on the corporation that is of such a type, or that requires an expenditure of funds in excess of such amount, as has been specified by the member from time to time; (6) review and approve any pledge, sale or other disposition of all or substantially all of the property or assets of the corporation; (7) review and approve a liquidation, dissolution or other restructuring of the corporation; and (8) review and approve the election by the directors of a person to fill a vacancy in the office of president and ceo of the corporation.”

“Line 7a explanation is included in line 6 explanation.”

“Explanation is included in line 6 explanation.”

“The form 990 was prepared by the mass general brigham incorporated tax department. The vice president and controller reviewed and signed the tax return. The process for preparing and reviewing form 990 was discussed with the audit and compliance committee of the board of directors. The final filing version of the form 990 was provided to voting board members prior to filing.”

“Related party transactions: mass general brigham incorporated (mgb) is a large organization with a number of affiliated corporations. Officers and trustees/directors of mass general brigham and its affiliated entities may have overlapping officer and trustee/director positions with other organizations, resulting in a number of related party relationships. Mass general brigham has a conflict of interest policy that applies to all entities in the system, and which is designed to: (1) identify relationships and conduct that create either conflicts of interest or conflicts of commitment; (2) establish a system for disclosing and resolving potential conflicts; and (3) ensure that transactions are negotiated at arms length and that payments are at fair market value. Under our policy, when a conflict arises, the individual associated with the outside entity in question must provide full disclosure and completely recuse him/herself from any institutional decision-making about the transaction. In appropriate circumstances, (i) the corporation must consider at least two alternative disinterested competitive proposals; or must determine that two such competitive proposals do not exist or that it would be impractical to elicit or consider such competitive proposals; and (ii) the corporation must determine that, notwithstanding the apparent conflict, the transaction is fair and reasonable to the corporation and is in the best interests of the corporation. A written record must be made of these determinations. Furthermore, transactions that present particularly significant conflicts are reviewed by an independent committee of mass general brigham, which review is also documented.”

“Mass general brigham incorported has a board level compensation committee that reviews and approves the compensation of disqualified persons in the mass general brigham system and employees whose compensation exceeds certain internally set benchmarks. The committee is comprised of members of the board who are not employed by the organization, and no member may participate in the review and approval of compensation if the member has a conflict of interest with respect to that compensation arrangement. The committee relies on data, provided by an independent compensation consultant, which includes comparable compensation for similarly qualified persons, in functionally comparable positions, at similarly situated organizations. The deliberations and decisions of the committee are documented in minutes of the meeting.”

“The form 990 is made available to the public by request and is also availble on the massachusetts attorney general, division of public charities, public website as required by massachusetts regulation. The form 990 is a required attachment to the state form pc that is filed annually by all non-profit charitable organizations conducting business in massachusetts. On a quarterly basis the company files financial statements with the massachusetts division of insurance and these statements are public documents available on request.”

“Mass general brigham health plan, inc. A not-for-profit corporation, in partnership with community health centers and other community-responsive providers, develops and operates cooperative managed care systems which are member focused, quality driven, community based, culturally responsive, and financially viable in contemporary and future health care environments.”

“Other changes in net assets: unrealized gain on investments $15,637,925.”