Whidden Memorial Hospital

“The organization has a conflict of interest policy for its directors and one for its officers and key employees. The organization regularly and consistently monitors and enforces compliance with these conflict of interest policies by annually surveying each of its directors, officers, and key employees. Officers, directors, and key employees are also given a copy of the applicable 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, 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. Part vi, line 14: 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, 2014. Part vi, line 15a: 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 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 2013 compensation and discussed their findings with the cha board of trustees and documented their decisions in the board minutes. Part vi, line 15b: cha's compensation committee is the "authorized body" of the board for reviewing compensation of all officers and key employees of cha and its subsidiaries, including the organization. The compensation committee also reviews all department chief compensation. The compensation committee consists of independent members and reviews and recommends compensation based on market data and benchmarks provided by independent consultants. Part vi, line 19: 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.”

“WHIDDEN MEMORIAL HOSPITAL, 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 PROVIDES MANAGEMENT AND SUPPORT PERSONNEL TO AND HOLDS THE REAL ESTATE 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. Part I, Line 3 and Part VI, Line 1a: The composition of the governing body of Whidden Memorial Hospital has been reduced to 3 voting board members. PART III, LINE 4A: THE ORGANIZATION IS A WHOLLY-OWNED SUBSIDIARY OF THE CAMBRIDGE PUBLIC HEALTH COMMISSION, A REGIONAL PUBLIC HEALTH SYSTEM CONDUCTING BUSINESS UNDER THE NAME CAMBRIDGE HEALTH ALLIANCE ("CHA") AND SERVES AS A SUPPORTING ORGANIZATION FOR CHA. 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 MEDICARE AND MEDICAID, AND THE MAJORITY OF ITS PATIENTS ARE UNINSURED OR UNDER-INSURED. WHIDDEN MEMORIAL HOSPITAL IS A SUPPORTING ORGANIZATION OF CAMBRIDGE HEALTH ALLIANCE. PART VI, LINE 2: CERTAIN OFFICERS AND DIRECTORS ARE ALSO EMPLOYEES OF CAMBRIDGE PUBLIC HEALTH COMMISSION OR ITS OTHER WHOLLY-OWNED SUBSIDIARIES. PART VI, LINE 6: CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE IS THE SOLE CORPORATE MEMBER OF WHIDDEN MEMORIAL HOSPITAL. PART VI, LINE 7A: CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE (CHA) HAS THE RIGHT TO APPOINT, AND DOES APPOINT, ALL MEMBERS OF THE WHIDDEN MEMORIAL HOSPITAL BOARD OF DIRECTORS. PART VI, LINE 7B: CERTAIN ACTIONS OF THE BOARD OF DIRECTORS MUST BE APPROVED BY CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE (CHA), WHIDDEN MEMORIAL HOSPITAL'S SOLE CORPORATE MEMBER, AS SET FORTH IN THE BYLAWS, INCLUDING ADOPTION OF THE BUDGET, ANY MERGER, CONSOLIDATION, JOINT VENTURE, OR AFFILIATION WITH WHIDDEN MEMORIAL HOSPITAL, ANY CAPITAL TRANSACTION, AND INCURRENCE OF DEBT. CHA HAS AUTHORITY TO APPROVE OR DENY ANY SUCH DECISION MADE BY WHIDDEN MEMORIAL HOSPITAL'S BOARD OF DIRECTORS. ITEMS CAN BE RECOMMENDED TO THE BOARD OF CHA OR ITS COMMITTEES FOR REVIEW AND APPROVAL. PART VI, LINE 11: THE ORGANIZATION'S FORM 990 WAS PREPARED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ACCOUNTANTS (PRICEWATERHOUSECOOPERS). THE ORGANIZATION'S INTERNAL MANAGEMENT AND CHA EMPLOYEES REVIEWED THE FORM 990 AND PROVIDED COMMENTS AND CHANGES. ONCE THE RETURN WAS UPDATED, THE FORM 990 WAS PRESENTED FOR REVIEW TO EACH VOTING MEMBER OF THE CHA FINANCE COMMITTEE. PRICEWATERHOUSECOOPERS THEN FINALIZED THE FORM 990 BASED ON THE REVIEW AND FEEDBACK OF THE CHA FINANCE COMMITTEE. COPIES OF THE COMPLETED FORM 990 WERE DISTRIBUTED IN ELECTRONIC OR PAPER FORM TO MEMBERS OF THE ORGANIZATION'S GOVERNING BODY PRIOR TO FILING WITH THE IRS.”

“Other changes in net assets or fund balances include the following 1) restricted donations $1,422 2) transfer of intercompany balances to fund balance $564,142”