Cha Management Services Inc.

“Cambridge public health commission d/b/a cambridge health alliance is the sole corporate member of cha management services, inc.”

“Cambridge public health commission d/b/a cambridge health alliance has the right to appoint, and does appoint, members of the cha management services, inc. Board of directors.”

“As set forth in the bylaws of cha management services, inc. (the "organization"), certain actions of the organization's board of directors must be approved by the cambridge public health commission d/b/a cambridge health allliance ("cha"), the organization's sole corporate member. These actions requiring cha approval include adoption of the organization's budget; any merger, consolidation, joint venture, or affiliation; any capital transaction or incurrence of debt greater than $500,000; amendments to the organization's bylaws or articles of organization; the sale or other disposition of or mortgage or grant of a security interest in all or substantially all of the organization's assets; and dissolution or liquidation of the organization. Cha has authority to approve or deny any such decision made by the organization's board of directors. Items can be recommended to the board of cha or its committees for review and approval.”

“Cha management services, inc.'s form 990 is prepared with the assistance of its outside tax accountants and paid preparer (ernst & young llp). The organization's internal management and cambridge public health commission d/b/a cambridge health alliance ("cha") employees reveiwed the form 990 and provided comments and changes. Once the return had been updated the form 990 is presented for further review to each voting member of the governing body and the cha board finance committee. Ernst & young llp then finalized the form 990 based on the review and feedback from the cha board finance committee. Copies of the completed form 990 were distributed in electronic or paper form to members of the governing body prior to filing with the irs.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy with its officers, and directors by annually surveying each such person and sharing the results with each group. Officers and directors are also given a copy of the conflict of interest policy along with the annual survey and are reminded of their obligation to promptly report any new potential conflicts that arise. The compliance officer reviews the responses. If a conflict of interest is determined to exist, the applicable individual is precluded from participating in deliberation on or decision-making regarding the topic giving rise to the conflict. Each conflict policy contains disciplinary provisions to address violations of the policy.”

“The organization has an active document retention and destruction policy approved by management. This policy has not been approved by the board or a committee of the board as of june 30, 2018.”

“The compensation committee of the board of trustees of the organization's sole member, cambridge public health commission d/b/a cambridge health alliance (cha), is the authorized body for reviewing the compensation of the cha ceo. The committee is composed of independent persons. The cha ceo serves as the president of the organization. The committee relied upon comparability data obtained by an independent consultant when approving the ceo's 2017 compensation and discussed their findings with the cha board of trustees and documented their decisions in the board minutes. Form 990, part vi, line 15b: the compensation committee of the board of cambridge public health commission d/b/a cambridge health alliance ("cha") is the "authorized body" for reviewing compensation of all officers of cha and its subsidiaries, including cha management services, inc. (the "organization"). The compensation committee also reviews the compensation of clinical department chiefs and those key employees of cha and its subsidiaries (including the organization) who are "disqualified persons" under section 4958 of the internal revenue code. The compensation committee consists of independent members and reviews and recommends compensation based on market data and benchmarks provided by independent consultants.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request either by mail or in person at the organization's office, depending on the form of request.”

“Cha management services, inc. (the "organization") is a wholly-owned subsidiary of the cambridge public health commission d/b/a cambridge health alliance ("cha"), a public health system created by and existing pursuant to special act of the massachusetts legislature. The organization receives and holds certain financial assets for its parent cha in furtherance of cha's mission. Cha is the legal entity that is licensed to operate healthcare facilities and provide health related services to the communities it serves. Form part i, lines 3 & 4 and part vi, lines 1a & 1b: cha management services, inc. (the "organization") does not have any independent board members since all of the board members are compensated by a related organization and appointed by cambridge public health commission d/b/a cambridge health alliance ("cha"). Cha is a public instrumentality created by and existing pursuant to special act of the massachusetts legislature and the sole corporate member of the organization. Form part iii, line 4a: cha management services, inc. (the "organization") is a wholly-owned subsidiary of the cambridge public health commission, a regional public safety net health system conducting business under the name cambridge health alliance ("cha"). The organization is a supporting organization of cha. The organization receives and holds certain financial assets for its parent cha in furtherance of cha's mission. Cha's mission is to improve the health of the communities it serves. Cha operates (a) three hospital campuses, two of which are inpatient facilities and all of which have full-service emergency departments, and (b) a network of ambulatory care clinics in the massachusetts communities of cambridge, somerville, malden, revere, and everett. Cha also provides public health services and programs in its service area. Cha qualifies as a disproportionate share hospital under the medicare and medicaid, and the majority of its patients are uninsured or under-insured. Form 990, part vi, line 1b: cha management services, inc. Does not have any independent members, however cambridge public health commission d/b/a cambridge health alliance has individuals on the board of directors that are independent. Form 990, part vi, line 2: all officers and directors are also employees of cambridge public health commission or its other wholly-owned subsidiaries and therefore have a business relationship.”