Rhode Island Hospital

“Timothy J. Babineau, MD, President & CEO, and Mary A. Wakefield, Treasurer/EVP/CFO, are board members of VNA Technicare, Inc. (VNA), a related for-profit corporation. Dr. Babineau is a director and Ms. Wakefield is an officer of VNA. Additionally, Ms. Wakefield and Paul J. Adler, Secretary, are board members of Lifespan MSO, Inc. (MSO) and Lifespan Risk Services, Inc. (LRS), separate related for-profit organizations. Mr. Adler is a director of MSO and LRS while Ms. Wakefield is an officer of those two organizations.Lawrence A. Aubin, Sr., Chair, and Shivan Subramaniam, Trustee, are Directors of the same for-profit organization.”

“Lifespan Corporation is the sole corporate member of RIH.”

“Effective October 23, 2012, the Board of Directors of Lifespan and the Boards of Trustees of RIH, The Miriam Hospital, Newport Health Care Corporation, Newport Hospital, and Emma Pendleton Bradley Hospital approved a restructuring of their governance. The restructuring has increased governance effectiveness and has streamlined governance operation, as well as provided a single strategic perspective for the Lifespan system hospitals. Pursuant to the restructuring, the bylaws of each of the affiliates were amended such that the composition of the boards of trustees of each of the hospitals and Newport Health Care Corporation is defined as those persons serving from time to time as the directors of Lifespan. As a result, the Boards of each entity are comprised of the same individuals. The Board of each entity retains its responsibilities and authorities notwithstanding the revision in its composition. The Board of Directors of Lifespan consists of not less than fourteen nor more than thirty-one directors, including the President and CEO of Lifespan, who serves ex-officio with vote.Additionally, the bylaws of RIH confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove RIH trustees and to approve the election of and removal of certain officers.”

“The RIH Board is comprised of the same individuals who serve on the Lifespan Board. Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP (KPMG). The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager, the Director of Finance, and the Vice President of Finance - Corporate Services. The Form 990 is forwarded to KPMG for further review. KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form, along with a video presentation detailing form highlights, are posted to RIH's Board of Trustees' website portal in advance of the next Board meeting, at which all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990.”

“Lifespan and the Lifespan Obligated Group, which consists of RIH, The Miriam Hospital, Emma Pendleton Bradley Hospital, Rhode Island Hospital Foundation, and The Miriam Hospital Foundation, currently make their annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. In addition, copies of RIH's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail.”

“Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including RIH, and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan.”

“The following applies to Lifespan and all of its affiliates, including RIH:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives.The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.”

“*Lawrence A. Aubin, Sr., Chair, is the owner of Lawrence Investments, LLC, with which Lifespan entered into a ten-year operating lease of certain health care facilities in July 2015. During fiscal year 2018, Lifespan paid rent to Lawrence Investments, LLC under the terms of this lease.”

“Change in funded status of pension and other postretirement = $35431599”

“Increase in Interest in Net Assets of RIHF = $6424540”

“Transfers from Hospital Properties, Inc. = $57450”

“Transfers to Hospital Properties, Inc. = -$86859”

“Additional special services, facilities, and programs furnished by RIH include: the endovascular hybrid operating room suite (the only one of its kind in Rhode Island, the suite's design provides vascular surgeons with the flexibility to perform minimally invasive procedures and traditional open surgeries simultaneously with limited anesthesia); adult and pediatric kidney and pancreas transplant center; Alzheimer's disease and memory disorders center; an adult and pediatric hemostasis and thrombosis center; an adult and pediatric diabetes and endocrinology center; colorectal care center; and the transfusion-free medicine and surgery program, one of only two such formalized programs in New England. RIH also holds designation or certification as a bariatric surgery center of excellence; adult and pediatric burn center; breast imaging center of excellence; comprehensive stroke center; and the distinction center for spine surgery, knee and hip replacement, and treatment of complex and rare cancers.One of the impacts of the Affordable Care Act is the transformation of American health care systems to integrated health care delivery systems, with patients at the center of all activity. To that end, RIH, along with the other Lifespan affiliates, has worked hard to expand beyond its campus to broaden the services it provides, investing in a new electronic health record system, and partnering with new physician groups. One of RIH's major strategic goals is to provide care in settings that are more patient-focused and cost effective, thus ensuring better continuity of care. Since 2011, RIH has opened ambulatory care centers in areas throughout Rhode Island, addressing a common barrier to care. By locating services, testing, and treatment in such a manner, RIH enables patients to access services when and where they need them, often in their own communities. The result is often earlier diagnosis, better adherence to treatment regimens, more cost-effective care and, eventually, better outcomes and a better patient experience.To address barriers for those who are treated and discharged from RIH, Lifespan Pharmacy, LLC (LRX), the sole member of which is RIH, was opened in May 2013 on the RIH campus to provide pharmaceutical services. LRX is available to the public and offers convenient, fast, and professional service with easy refill options during the day or night via phone. LRX also offers free home delivery, appointment or walk-in flu vaccinations, as well as pneumonia and shingles vaccinations for adults. LRX pharmacists interact with physicians to provide comprehensive and safe care. Physicians can electronically transmit prescriptions to LRX, greatly reducing wait times. LRX pharmacists also work with physicians and insurance companies to find the least expensive, fully effective medications to best manage a patient's health.LRX enables patients to leave the hospital with the prescriptions they need, thereby reducing anxiety, enhancing recovery, and reducing the likelihood of readmission. LRX especially benefits patients for whom a lack of transportation is a major barrier by providing access to pharmaceutical drugs onsite at RIH. RIH provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals based upon the federal poverty level guidelines, as set by the Department of Health and Human Services. In addition, a substantial discount consistent with Medicare program reimbursement is offered to all other uninsured patients. RIH determines the costs associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total cost, excluding medical education and research, incurred by RIH to provide charity care amounted to $17,921,198 in fiscal 2018. Charges forgone, based on established rates, amounted to $63,130,000.RIH substantially”

“Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, certain members of the Lifespan CEO's Council work with the Committee's independent compensation consultant or rely on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude with acceptance of a reasonable compensation offer.”

“Volunteers support and contribute to the mission of RIH and HCH every day, giving their time, energy, and enthusiasm. They are able to learn, meet other dedicated volunteers, better understand the healthcare environment, and gain personal satisfaction knowing they are making a difference to patients, families, and visitors alike.Volunteer opportunities are available to both teens and adults in a wide variety of areas including: greeters, family liaisons, emergency room, gift shop, nurse aides, office support, animal visitation, physical therapy, patient visitors, recovery room, art activities, pediatric playrooms, outpatient clinics, reading programs, tours, intensive care unit, and oncology. Volunteers include college and high school students, retirees, working professionals, individuals considering a career change or returning to the work force, and individuals with a special skill or talent.”

“The amount reported on Part I, Line 7b includes certain fringe benefit expenses subject to unrelated business taxable income under IRC Section 512(A)(7). Such amounts are not considered revenue, and therefore, are not reported as such on Form 990, Part VIII.”

“RIH is a 719-bed, nonprofit general acute care teaching hospital with university affiliation, the largest hospital in the State of Rhode Island (the State) providing a comprehensive range of diagnostic and therapeutic services to patients. The hospital has particular expertise in cardiology, including the State's only open heart surgery program; oncology; neurosciences; orthopedics; organ transplantation; pediatrics; psychiatry and diabetes. RIH is the only Level I Trauma Center for southeastern New England, providing expert staff and equipment in emergency situations 24 hours a day. It is the Principal Teaching and Research Hospital of The Warren Alpert Medical School of Brown University and the largest and most comprehensive of the Brown affiliated hospitals. RIH's pediatric division, HCH, is the State's premier pediatric facility with the area's only pediatric intensive care unit, pediatric oncology and cardiac programs, pediatric imaging center, and separate emergency and operating suites designated for pediatric patients. RIH has earned worldwide recognition for its family-centered environment and expert staff. It is the founding partner of Lifespan, a comprehensive health system providing accessible, high-value services to the people of Rhode Island and southeastern New England. RIH employs 6,451 full-time equivalents and is nationally and internationally recognized as a research and academic medical center. In 2018, RIH discharged 36,912 inpatients with total inpatient days of 207,793, treated 152,328 patients in its emergency departments, performed 23,598 inpatient and outpatient surgical procedures, and cared for 254,661 patients in outpatient clinics. RIH is the designated Level I Trauma Center for the State of Rhode Island and southeastern Massachusetts, with a state-of-the-art emergency department (ED) and a dedicated pediatric ED. RIH's adult ED includes a radiology unit comprised of CT scanners, ultrasound and x-ray machines; an all-inclusive chest pain center; a critical care unit for the most seriously injured and ill; and private treatment rooms. RIH offers imaging with PET/CT technology for cancer staging, while cardiac MRI and 64-slice cardiac CT scanners provide powerful tools for evaluating heart disease and function. The Anne C. Pappas Center for Breast Imaging is the only facility in the State of Rhode Island to be designated a Breast Imaging Center of Excellence by the American College of Radiologists. In the area of cancer services, RIH pioneered image-guided tumor ablation, shrinking or eliminating tumors by destroying them with heat (microwave ablation and radiofrequency ablation) or by freezing them (cryoablation). In addition, radiation oncology services include a linear accelerator for image-guided radiotherapy and stereotactic radiosurgery, as well as electronic brachytherapy for early-stage breast cancer patients, which reduces average treatment times from eight weeks to five days. In the area of surgical oncology, RIH is the only hospital in Rhode Island and one of only a few hospitals in New England to offer hyperthermic intraperitoneal chemoperfusion (HIPEC) for patients with advanced cancer of the abdomen. In the sphere of neurosurgery, RIH features one of the first gamma knife surgical centers in the United States, which offers intracranial stereotactic radiosurgery for the non-invasive treatment of brain lesions previously inaccessible or unsuccessfully treated by conventional therapies.Special services and programs provided by RIH include the Lifespan Cancer Institute; the Cardiovascular Institute, comprised of cardiac catheterization, balloon angioplasty, and open heart surgery; critical care services; microvascular surgery; nuclear cardiology; radiology; laboratory; renal dialysis; computed tomography; orthopedics, including minimally invasive carpal tunnel surgery and cartilage transplants for knee defects; magnetic resonance imaging (MRI); and dental care. HCH's specialties include ca”

“Under an affiliation agreement with The Warren Alpert Medical School of Brown University (Brown), RIH participates jointly in various clinical training programs and research activities. In 2010, Brown named RIH its Principal Teaching Hospital. The goals of the partnership are to facilitate the expansion of joint educational and research programs in order to compete both clinically and academically. RIH currently sponsors 50 graduate medical education programs accredited by or under the auspices of the Accreditation Council for Graduate Medical Education (ACGME), while also sponsoring another 35 hospital-approved residency and fellowship programs. RIH serves as the principal setting for these clinical training programs, which encompass the following disciplines: anesthesiology; internal medicine and medicine subspecialties, including hematology and oncology; orthopedics and orthopedic subspecialties; clinical neurosciences and related subspecialties; general surgery and surgical subspecialties; pediatrics and pediatric subspecialties, including hematology and oncology; dermatology; radiology and radiology subspecialties; pathology; child psychiatry; emergency medicine and emergency medicine subspecialties; dentistry; and medical physics. RIH provides stipends to residents and physician fellows while in training.In 2018, Brown enrolled 607 students in undergraduate medical education programs. All medical students at Brown receive training at RIH. RIH teaching faculty help to ensure that the experience for both undergraduate and graduate medical education trainees remains transformative - dramatically changing novice practitioners into physicians able to think, act, and keep their focus on the ultimate goal of providing the best and most appropriate care for patients no matter what the setting or circumstances. RIH is also a participating clinical training site for another 268 residents and fellows from other programs in anesthesiology, family medicine, internal medicine, hematology/oncology, obstetrics/gynecology (OB/Gyn) and OB/Gyn subspecialties, otolaryngology, pediatric dentistry, podiatry, psychiatry and its subspecialties of forensic psychiatry and geriatric psychiatry, orthopedics, rheumatology, and radiation oncology. RIH serves as a clinical site for the physician assistant schools of Johnson & Wales University, Bryant University, and the Massachusetts College of Pharmacy. In addition, Behavioral Medicine at the hospital, in collaboration with Brown, sponsors research and clinical psychology training programs for interns, postdoctoral fellows, and faculty trainees.With respect to nursing education, RIH has developed educational affiliations with the University of Rhode Island College of Nursing; Rhode Island College School of Nursing; Community College of Rhode Island (CCRI); Salve Regina University; Boston College; Yale University; Regis College; Simmons College; St. Joseph's Health Services' School of Nursing; the University of Massachusetts campuses at Dartmouth, Boston, Amherst, and Worcester; Framingham State University; the University of Connecticut; the New England Institute of Technology; Northeastern University; Drexel University; Walden University; Georgetown University School of Nursing and Health Studies; Duke University School of Nursing; and the University of Pennsylvania, as well as other Schools of Nursing, pursuant to which their nursing students obtain clinical training and experience at RIH. RIH does not receive any compensation from the various schools for providing a clinical setting for the student nurse training. RIH also serves as a clinical site for Nursing Assistants.The Lifespan School of Medical Imaging collaborates with Rhode Island College in the following programs: diagnostic medical sonography; nuclear medicine technology; radiography; and magnetic resonance imaging. Students complete educational experiences at RIH, as well as other outpatient sites. RIH also sponsors training programs in”

“RIH provided $10.8 million in support of research activities in fiscal year 2018. Major areas of research include:Cancer: RIH participates in clinical trials of new therapeutic agents in both adult and pediatric medicine. These trials are supported by National Institutes of Health (NIH) sponsored groups such as Alliance and Childrens' Oncology Group (COG). RIH is a participating hospital in the Brown-sponsored Cancer Oncology Group (BrUCOG).The Liver Research Center: The Liver Research Center emphasizes studies relating to the molecular biology of liver diseases such as Hepatitis B and C and cellular carcinoma.Heart Disease: Research continues in areas of invasive therapy, such as angioplasty, artherectomy, coronary stenting, and laser treatment of coronary artery disease. Others are researching the reasons for sudden heart failure.Neurological Illness: The Alzheimer's Disease and Memory Disorder Center combines high quality neurological, neuropsychologic, and psychiatric services, thus creating a comprehensive diagnostic and treatment option for patients with memory disorders.Research is also focused on the treatment and prevention of opioid abuse. The Infectious Diseases group is delving into new antibiotic treatments for superbugs.”

“RIH was included in RIH and Affiliates' consolidated audited financial statements as of and for the fiscal year ended September 30, 2018, which consist of RIH, RIH Ventures, Radiosurgery Center of Rhode Island, LLC, and Lifespan Pharmacy, LLC. The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of RIH's consolidated financial statements and the selection of Lifespan's independent accountant.”