Wih Faculty Physicians Inc.

“This organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). As reflected on core form, part i, lines 3 and 4 and also in part vi, lines 1a and 1b, there are a total of EIGHT voting members on the board of trustees. At year end, SEVEN of the voting board members are non-independent because each are employed by an affiliate and receive wages as an employee. Although this federal form 990 shows only one independent board of trustee (less than a majority) under the internal revenue service rules and regulations; this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(3) and is controlled by care new england health system; an internal revenue code section 501(c)(3) tax-exempt organization, which is governed by a board of directors, a majority of which are independent voting members.”

“The organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The organization's form 990 reflects one top five independent contractor for services and reports that no forms 1099 were filed with the internal revenue service ("irs"). Care new england health system, a related internal revenue code section 501(c)(3) tax-exempt organization pays all outstanding accounts payable invoices on behalf of this organization. In conjunction with this service, care new england health system also prepares and issues forms 1099 to these vendors receiving payments where applicable and files these forms 1099 with the irs. Care new england health system allocates these payments to the organization via an intercompany account.”

“The organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). Care new england health system ("cne") is an internal revenue code section 501(c)(3) tax-exempt organization and serves as the parent organization of the system. As the parent organization of the system cne provides various corporate related services for the benefit of various system entities; including this organization. These corporate services, include, but are not limited to, executive, legal and risk management, compliance and governance, human resources and finance. Cne allocates a percentage of its total corporate related services costs to various system entities, including this organization, as reimbursement for these corporate related services. The reimbursement to cne is reflected as an expense for these organizations.”

“Care new england health system ("cne"), as the parent entity of this tax-exempt integrated healthcare delivery system, has the ultimate authority to elect the members of this organization's board of directors and has certain reserved powers as defined in this organization's bylaws.”

“The organization is an affiliate within care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. Care new england health system is the tax-exempt parent entity of the system. The organization's federal form 990 was provided to each voting member of its governing body (its board of directors) prior to the filing with the internal revenue service ("irs"). The care new england health system board of directors has delegated to the finance committee the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process for the tax-exempt affiliates of the system. As part of the organization's federal form 990 tax return preparation process the organization hired a professional certified public accounting ("cpa") firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance department leadership ("internal working group") to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's internal working group for their review. The organization's internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's internal working group for final review and approval prior to a federal form 990 presentation to the members of the care new england health system finance committee. Thereafter, the final federal form 990 was provided to each voting member of the organization's governing body prior to the filing with the irs. Thereafter, the final federal form 990 was provided to each voting member of the organization's governing body prior to the filing with the irs.”

“The organization has a written conflict of interest policy with which it regularly monitors and enforces compliance. The policy requires that a conflict of interest disclosure form consistent with best governance practices and internal revenue service guidelines be circulated to officers, directors, and key employees annually. If an individual discloses an interest that could give rise to a conflict, the individual's potential conflict is referred to the board of directors, which evaluates the conflict and its potential impact on the individual's participation on the board or on certain issues that may come before the board. After consultation with the organization's general counsel, the board will take any necessary mitigating action, if appropriate and necessary, to address any such conflict in a manner consistent with the organization's conflict of interest policy.”

“The board of directors of care new england health system ("cne") has a committee of directors known as the cne compensation committee ("the committee"). The committee is responsible for discharging the board's responsibilities regarding the total compensation program for executives and key physicians in conjunction with women & infants hospital of ri president and chief operating officer. The committee at all times conducts itself free from executive management in its decision making process except with respect to decisions relating to the president and chief operating officer which are made in conjunction with the care new england health system chief executive officer. The actions taken by the committee enable this organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of women & infants hospital of ri senior management team, including, but not limited to, women & infants hospital of ri president/chief operating officer and chief financial officer. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of directors; each of whom are independent and are free from any conflicts of interest. The committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the reviewing of hospital and healthcare system executive compensation and benefits throughout the united states. This study used comparable geographic and demographic market data including but not limited to similarly sized healthcare systems and hospitals, # of licensed beds and net patient service revenue. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which the executive compensation and benefits was reviewed and subsequently approved. The actions outlined above with respect to the committee and the establishment of the rebuttable presumption of reasonableness applies to certain senior management personnel, including, but not limited to, the president/chief operating officer and chief financial officer. The compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by the cne compensation committee. In addition, the compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by women & infants hospital of ri president/chief operating officer with assistance from the organization's human resources department in conjunction with the individual's job performance during the year and is based upon other objective factors designed to ensure that reasonable and fair market value compensation is paid by the organization. Other objective factors include market survey data for comparable positions, individual goals and objectives, personnel reviews, evaluations, self-evaluations and performance feedback meetings.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of rhode island secretary of state.”

“Core form, part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time or part-time employees or independent contractors of a related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“Mara g. Coyle, m.d., former key employee of the organization, is still employed within care new england health system as a staff neonatologist of women & infants hospital of rhode island; a related internal revenue code section 501(c)(3) tax-exempt organization.”

“The organization is an affiliate within the care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. The system includes both for-profit and not for-profit organizations. Certain board of director members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990 for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of directors of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected on core form, part vii of this form 990. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“On october 1, 2018, the system adopted asu 2016-14, presentation of financial statements for not-for-profit entities, which makes targeted changes to the not-for-profit financial reporting model. The new asu marks the completion of the first phase of a larger project aimed at improving not-for-profit financial reporting. Under the new asu, net asset reporting has been streamlined and clarified. The existing three category classification of net assets has been replaced with a simplified model that combines temporarily restricted and permanently restricted into a single category called "net assets with donor restrictions." the guidance for classifying deficiencies in endowment funds and on accounting for the lapsing of restrictions on gifts to acquire property, plant, and equipment have also been simplified and clarified. New disclosures have been incorporated to highlight restrictions on the use of resources that make otherwise liquid assets unavailable for meeting near-term financial requirements. The asu also imposes several new requirements related to reporting expenses.”

“The organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The system's parent entity is care new england health system. An independent cpa firm audited the consolidated financial statements of care new england health system and all entities within the system for the years ended september 30, 2019 and september 30, 2018; respectively. An unmodified opinion was issued each year by the independent cpa firm. Care new england health system's audit committee assumes responsibility for oversight of the audit of the system's consolidated financial statements and the selection of an independent auditor.”

“The organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The system engaged an independent accounting firm to prepare and issue a system wide consolidated audit under the single audit act and omb circular a-133 audit.”