Dedham Medical Associates Inc C/O Atrius Health Inc

“The corporation's by-laws were amended effective january 1, 2015 to provide that the board of trustees is comprised of the same individuals serving as trustees of the corporate member. Members of the board of trustees are elected as provided for in the by-laws of the corporate member and serve for terms coinciding with their service on the board of trustees of the corporate member. Prior to january 1, 2015, the board of trustees was comprised of five voting trustees, all of whom were required to be a physician member of the corporation. The corporate member had the right to approve, or disapprove, the selection or removal of three (3) members of the board. As part of the plan to merge the corporation, atrius health, inc. And granite medical group, inc. Into harvard vanguard medical associates, inc. ("hvma"), on may 1, 2015 hvma's name was changed to atrius health, inc. (new atrius"). From that time, until the merger at close of business june 30, 2015, the corporate member was referred to herein as "legacy atrius". At the close of business june 30, 2015, the corporation merged into new atrius.”

“Dedham medical associates, inc. Has two classes of members: the corporate member (legacy atrius) - the corporate member can be removed only if dma 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. The physician members - the physician members are not members of the corporation within the meaning of chapter 180 of the massachusetts general laws. Election of new physician members requires an affirmative vote of 80% of the then-current physician members.”

“Atrius health engaged an outside tax/accounting firm to review and prepare the form 990 for dma. An internal team at dma including staff from accounting and human resources departments worked closely with the outside firm to prepare the document. In addition, the atrius health audit & compliance committee jointly oversee the preparation of dma's's 990. Effective july 1, 2015 dma merged into atrius health, inc. The atrius health board receives a final draft of the 990 and formally reviews and approves the entire document before filing. In addition, material issues (if any) with the dma's 990 would be highlighted in the outside firm's presentation to the atrius health audit & compliance committee before filing.”

“Dma has a comprehensive compliance program which is monitored by the corporate member's governance 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 may be prohibited from being in attendance at any meetings at which the matter is discussed and may not be allowed to vote on the matter. All members of the board, dma's officers and senior managers are required to annually review, complete and certify compliance with dma's conflict of interest policy. In addition all new hires (in the categories described) are required to read and acknowledge receipt of dma's code of conduct. The conflict of interest policy states "as a general rule, conflicts of interest are not permitted." dma's policy provides for exceptions if disclosed promptly and approved by the appropriate level of management.”

“Compensation: dma's president, all of its statutory officers and its physician members are employed by dma as practicing physicians. For the physicians, the key criteria in determining compensation 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 dma and ultimately the corporate member's compensation committee. Stipends are awarded to the officers of dma's board to compensate for the time required to accomplish those administrative duties. All major decisions of the board must be approved by dma's corporate member. For each calendar year, a review of compensation paid is made to confirm that the compensation paid was in accordance with the corporate member's compensation committee's approvals and to assure that the compensation paid was in compliance with applicable regulations. Because the merger was effective july 1, a complete review of compensation paid in the short stub period was not done since overall compensation is determined on a twelve month model. For the stub period, a review of the internal processes for payment was made. The compensation for calendar 2015 will be reviewed under the described procedures by the surviving corporation at the usual time in 2016.”

“The articles of organization are available at the massachusetts secretary of state's office, including on-line. Other governing documents and the conflict of interest policy are not generally available to the public. Audited financial statements were not prepared for the period covered by this return (final).”

“Compensation reported in part vii is determined on the period january 1 through june 30, 2015.”

“Form 990, part i, line 1, and part iii, line 1 we are committed to improving the health of our patients by delivering excellent and compassionate medical care. We provide coordinated primary care and specialty services while respecting patient confidentiality and privacy. We strive to improve our care and service by assessing the needs and expectations of our patients. Our departments are committed to meeting these needs and expectations with regard to access, quality and service. We are committed to providing an environment that promotes safety for staff and patients and that facilitates optimum participation, performance, satisfaction and quality care. We are committed to the organization's strength. Internally, we will monitor and improve our clinical, financial, administrative and information system performance. Externally, we will build alliances with others who share our vision.”

“The information required to be reported in part v, 1a through 2b is based on calendar year filings. Since the organization is filing for a short year and no calendar year ended within its tax year, zero's are entered.”

“Outside utilization charges (capitation contracts): program service expenses 32,264,734. Management and general expenses 0. Fundraising expenses 0. Total expenses 32,264,734. Contracted medical services: program service expenses 1,480,677. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,480,677. Other: program service expenses 773,699. Management and general expenses 260,754. Fundraising expenses 0. Total expenses 1,034,453.”

“Distribution of net assets re merger with atrius health, inc. (formerly known as harvard vanguard medical associates, inc.) -26,747,169.”

“Since 2005, dma has been included in the audited consolidated financial statements of atrius health, inc. Reported on a calendar year. Due to the organization's merger into atrius health, inc. At the close of business on june 30, 2015, form 990 was required for the six months then ended. Audited financial statements were not prepared for the short period. The 2015 atrius health, inc. Financial statements will include the organization's information for the six months ended june 30, 2015.”