Granite Medical Group 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 dedham medical associates 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 the close of business june 30, 2015, the corporate member was referred to as "legacy atrius". At the close of business june 30, 2015, the corporation was merged into new atrius.”

“Granite medical group, inc. ("gmg") has two classes of members: the corporate member (atrius health, inc.) - the corporate member can be removed only if gmg 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. The physician members are voted in by a majority of the existing physician members.”

“Atrius health engaged an outside tax/accounting firm to review and prepare the form 990 for gmg. An internal team at gmg 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 gmg's 990. Effective july 1, 2015 gmg was 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 gmg's 990 would be highlighted in the outside firm's presentation to the atrius health audit & compliance committee before filing.”

“Gmg 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 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 the board, gmg's officers and senior managers are required to annually review, complete and certify compliance with gmg's conflict of interest policy. In addition all new hires (in the categories described) are required to read and acknowledge receipt of gmg's code of conduct. The conflict of interest policy states "as a general rule, conflicts of interest are not permitted." gmg's policy provides for exceptions if disclosed promptly and approved by the appropriate level of management.”

“Form 990, part vi, compensation: gmg's president, all of its statutory officers and its physician members are employed by gmg 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 gmg and ultimately the corporate member's compensation committee. Stipends are awarded to the officers of gmg's board to compensate for the time required to accomplish those administrative duties. All major decisions of the board must be approved by gmg'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 we care for patients compassionately and effectively, with the highest medical and ethical standards. We build a better future for our communities through teaching, leadership in health care innovation, and philanthropy.”

“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.”

“Other: program service expenses 5,957. Management and general expenses 280,071. Fundraising expenses 0. Total expenses 286,028. Outside utilization charges (capitation contracts): program service expenses 18,583,847. Management and general expenses 0. Fundraising expenses 0. Total expenses 18,583,847.”

“Net assets distributed to atrius health, inc. Upon merger -17,254,672.”

“Since 2005, gmg has been included in the audited consolidated financial statements of atrius health, inc. Reported on a calendar year. Due to the merger of the organization with 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.”