Kent County Memorial Hospital

“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 two top five independent contractors for services and reports that five 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 a majority of the 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. Seperate from these transactions, this organization issued five forms 1099 for calendar year 2023.”

“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. The organization engages sodexo health care ("sodexo") to be an agent of the organization and delegates control to sodexo in the management of daily operations of its food & nutrition department. The sodexo management employee functions and is recognized as a department manager who performs in accordance with the organization's department management practices and in accordance with its written policies and procedures. The position reports to an officer/key employee of the organization. The organization engages rehabcare group, inc. To be an agent of the organization and delegates control to rehabcare group, inc. In the management of daily operations of its inpatient and outpatient rehabilitation departments. The rehabcare group, inc. Management employee functions and is recognized as a department manager who performs in accordance with the organization's department management practices and in accordance with its written policies and procedures. The position reports to an officer/key employee of the organization.”

“Care new england health system ("cne") is the sole member of this organization. Cne 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. 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 kent county memorial hospital 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 kent county memorial hospital senior management team, including, but not limited to, kent county memorial hospital 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 kent county memorial hospital's 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 does not currently have a written joint venture policy in place. Before entering into a joint venture the organization evaluates its participation in a joint venture arrangement and takes the necessary steps to ensure the organization does not jeopardize its tax-exempt status.”

“The organization has been allocated a portion of tax-exempt bonds (through its tax-exempt parent care new england health system) to finance various capital improvement projects, renovations and equipment. The organization has reflected this amount as a due to affiliate liability on its balance sheet. In conjunction with the issuance of these tax-exempt bonds, the system's financial statements were included with the tax-exempt bond prospectus which was made available to the general public for review. In addition, 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 this organization or a related organization. Please note this remuneration was for services rendered as full-time or part-time employees or independent contractors of the organization or a related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“Shannon Sullivan, former officer of the organization, is still employed within care new england health system as the President/Chief Operating Officer 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 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.”

“Kent county memorial hospital ("kent") is a general medical and surgical teaching hospital. Kent is recognized by the internal revenue service ("irs") as an internal revenue code section 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, kent provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin or ability to pay. Moreover, kent operates consistently with the following criteria outlined in irs revenue ruling 69-545: 1. Kent provides medically necessary healthcare services to all individuals regardless of ability to pay, including charity care, self- pay, medicare and medicaid patients; 2. Kent operates an active emergency room for all persons; which is open 24 hours a day, 7 days a week, 365 days per year; 3. Kent maintains an open medical staff, with privileges available to all qualified physicians; 4. Control of kent rests with the board of directors of care new england health system and is comprised of independent civic leaders and other prominent members of the community; and 5. Surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care; programs and activities. The operations of kent, as shown through the factors outlined above and other information contained herein, clearly demonstrate the hospital provides substantial community benefit and that the use and control of kent is for the benefit of the public and that no part of the income or net earnings of the organization inures to the benefit of any private individual nor is any private interest being served other than incidentally. History ======= kent is an affiliate within the care new england health system ("care new england"). Care new england is the tax-exempt parent of the health system. This tax-exempt integrated healthcare delivery system consists of a group of affiliated healthcare organizations. Kent is a 359-bed, non-profit, acute care hospital serving approximately 300,000 residents of warwick, west warwick, east greenwich, west greenwich, coventry and parts of north kingstown, exeter and cranston, rhode island. Kent is located on 57 acres in the toll gate section of warwick (11 miles south of providence) and is the second largest single-site hospital in the state. Chartered by the state of rhode island in 1946, kent opened with 90 beds in 1951 and expanded in 1960, 1973 and 1981 to keep pace with community growth. Today, kent provides a full complement of inpatient services including cardiology and extended coronary care, infectious disease, primary care, oncology, orthopedics, obstetrics and gynecology, pediatrics, rehabilitation and surgery. In addition, the hospital offers a comprehensive range of outpatient services including cardiac catheterization, infusion, diagnostic imaging and surgery. The hospital also operates a women's diagnostic imaging center and a wound recovery center, and provides laboratory and primary care services at various sites throughout the community. Kent has more than 2,500 employees, a medical staff of more than 600, a volunteer corps of approximately 250 and 350 auxilians. Kent's emergency services department serves some 70,000 annual visits. This volume ranks kent's emergency department among the top 10-percent nationally. Care new england health system was formed in february 1996 by founding members butler hospital, kent county memorial hospital and women & infants hospital of rhode island. These three hospitals are all internal revenue code section 501(c)(3) tax-exempt organizations. In june 1999, kent county visiting nurse association became a member of the care new england family, and later that year announced its name change to vna of care new england. In 2000, healthtouch, inc., a private duty nursing service, joined the division. As of september 3, 2013, southeastern healthcare system, inc. ("shs"), an internal revenue code section 501(c)(3)”

“Women's care center =================== qualified staff --------------- kent offers the community private practice obstetricians, midwives and pediatricians who bring a wealth of experience. Kent maternity patients receive individualized care from our experienced ob nursing team. Receive individualized care from our experienced ob nursing team. Labor & delivery ---------------- the women's care center includes six private labor and delivery rooms and a surgical delivery suite with anesthesia services and the latest technology in fetal monitoring. In addition, comprehensive diagnostic and treatment resources from the state's largest community hospital are immediately available. Postpartum ---------- kent offers all single, large and comfortable postpartum rooms with private showers. Most rooms are also set aside as family rooms with a sleep sofa and mini-dining area. The peace of mind of our patients and families is also of prime importance. That's why kent's women's care center is equipped with advanced security technology and continuous attention to the privacy and comfort of patients and family members. Special care nursery -------------------- kent is proud to be the site of the only community hospital based special care nursery in rhode island. A skilled nursing team is under the medical direction of a neonatologist, a physician specializing in the care of newborns, who is available at all times. The special care nursery is operated in collaboration with our care new england partner, women & infants hospital, and offers comprehensive and individualized care for newborns needing this additional level of service. Education and childbirth classes -------------------------------- our family-centered childbirth program includes a host of education and support classes from pre-pregnancy to postpartum, such as our popular mother's club. And, we make sure that prospective dads, brothers and sisters and other family members are included along the way. Classes are scheduled at convenient times and led by experienced, informative women's care professionals. Our certified childbirth educators can even arrange individual programs. For women choosing to breast feed, lactation services are available during prenatal education and after the baby is born. Antenatal testing services are also offered right in the women's care center in a comfortable, well-equipped area staffed by a knowledgeable and responsive staff. In addition to obstetrics and gynecological care, the women's care center offers services to female aestnetic patients with the same focus on personalized, quality nursing care in comfortable, modern surroundings. Emergency medicine ================== staffed by board certified physicians and experienced emergency nurses, kent's emergency department (ed) is the second largest in the state. Caring for some 70,000 patients annually, the ed offers 24 hour a day comprehensive, critical care for all types of medical problems in a state-of-the-art facility backed by the latest clinical information and diagnostic systems. Kent hospital opened the rapid assessment program in its emergency department in 2011 which dramatically reduced waiting times from up to two hours to just minutes. In addition, overall visit time has dramatically been reduced. The kent emergency department offers: ------------------------------------- - increased space and capacity to respond to community growth and demand - enhanced patient confidentiality, comfort and privacy - improved patient flow and decreased waiting times - enlarged waiting areas and improved space for families to visit with patients - grade level ambulance entrance with overhead shelter for multiple arriving ems units - enlarged patient care spaces - dedicated isolation and behavior healthcare rooms - state-of-the-art decontamination facility and a mobile unit for additional capacity - separate walk-in entrance and registration areas - digital radiology to enhance diagnostic services and speed”

“James e. Fanale, m.d. Is a former officer/voting member of this organization's governing body. Dr. Fanale was not involved with this organization in any other capacity; he provided no services to or for this organization and was not involved in the management of this organization. Dr. Fanale served as the president and chief executive officer of care new england health system. Accordingly, his common law employer/employee relationship was with care new england health system (ein: 05-0490997). Care new england health system filed a 2023 form 4720 which included a remittance of excise tax related to dr. Fanale's compensation in excess of $1m. Michael e. Wagner, m.d. Serves as a member of the organization's board of directors; an uncompensated position. Dr. Wagner is employed by a related organization. Accordingly, his common law employer/employee relationship was with care new england health system (ein: 05-0490997). Care new england health system filed a 2023 form 4720 which included a remittance of excise tax related to dr. Wagner's compensation in excess of $1m.”

“The organization is an affiliate within care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The system has a number of outstanding long-term obligated group debt liabilities, including the following bond issuances: - rhode island health and educational building corporation bonds series 2016b. The bonds outlined above and various other long-term borrowings are allocated by care new england health system; the tax-exempt parent of the system, to the following system member hospitals and certain other affiliates. The balance sheet of these respective member hospitals and certain other affiliates reflects a obligated group liability. Accordingly, this care new england health system obligated group liability is reflected on the balance sheet of the following subsidiary organizations: - butler hospital, ein: 05-0258812 - kent county memorial hospital, ein: 05-0258896 - shs ventures, inc., ein: 05-0510341 - the memorial hospital, ein: 05-0259004 - the providence center, inc., ein: 05-0316969 - vna of care new england, ein: 05-0242659 - women and infants corporation, ein: 02-2885807 - women & infants hospital of rhode island, ein: 05-0258937 schedule k was prepared on a consolidated basis and is included in the form 990 of care new england health system, ein: 05-0490997.”

“Other changes in fund balance include: - other components of current period pension expense - ($1,826,508); - pension and post retirement adjustment - $879,663; - net assets released from restrictions used for purchase of property, plant and equipment - $194,714; - temporary restricted net assets - ($37,278); - net assets released from restriction with donor restrictions - ($3,794,369); - other changes in net assets with donor restrictions - ($11,622,684); - changes in beneficial interest in perpetual trusts - $2,331,624 and - other changes in net assets - ($3,465).”

“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, 2024 and september 30, 2023; 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.”