Care New England Health System

“The organization is the tax-exempt parent entity of care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. This organization pays all outstanding accounts payable invoices on behalf of other affiliates within the system. In conjunction with this service, this organization also prepares and issues forms 1099 to these vendors receiving payments where applicable and files these forms 1099 with the internal revenue service. This organization allocated these payments to the appropriate affiliates within the system via an intercompany account.”

“The organization is the tax-exempt parent entity of the care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. The organization's federal form 990 was provided to its governing body (its board of directors) prior to 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 cne's executives. The committee at all times conducts itself free from executive management in its decision making process. The actions taken by the committee enable the 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 the senior management team, including the president/chief executive 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 7 directors, all of whom are independent and who meet for all compensation related matters for the care new england health system and its operating units. The cne president/chief executive officer participates in compensation committee meetings, except as the committee's deliberations concern the cne president/chief executive officer. 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 executive officer. The compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by the compensation committee or by the care new england health system president/chief executive 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 issued tax-exempt bonds to finance various capital improvement projects, renovations and equipment primarily for the four internal revenue code section 501(c)(3) tax-exempt hospitals within the system; butler hospital, kent county memorial hospital, women & infants hospital of rhode island and the memorial hospital. In conjunction with the issuance of these tax-exempt bonds, the organization'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.”

“This organization is the tax-exempt parent entity of care new england health system and affiliates; a tax-exempt integrated healthcare delivery system ("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 part vii of this core form, 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.”

“Care new england health system ============================== care new england health system ("cne") is a not-for-profit, tax-exempt organization with its central office in providence, ri. Cne is the sole corporate member of various health care related organizations, the majority of which are tax-exempt entities. The internal revenue service has recognized cne as a tax-exempt organization under internal revenue code ("irc") section 501(c)(3). As the parent organization of a tax-exempt health care delivery system based in providence, ri, cne and its affiliates strive to continually develop and operate a multi-hospital health care system which provides substantial community benefit through the provision of a comprehensive spectrum of medically necessary health care services to the residents of the southeastern new england community. Cne ensures that its system provides medically necessary health care services to all individuals in a non-discriminatory manner regardless of race, color, national origin, sex, sexual orientation, gender identity and/or expression, age, physical or mental ability, language, religion, pregnancy, citizenship, marital or parental status, veteran's status, ability to pay or other non-medically relevant factor or any other characteristic protected by federal or state law including the civil rights act of 1964, section 504 of the rehabilitation act of 1973, the age discrimination act of 1973 and section 1557 of the affordable care act. No individuals are denied necessary medical care, treatment or service. History ====== care new england health system ("cne") 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 cne 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. In september 2013, the memorial hospital became the fourth hospital in the cne system, adding academic and clinical excellence in the area of family medicine and primary care in addition to a full constellation of acute care services. Cne was founded on the vision that we can build a better system of health care for the people and communities of southeastern new england. The system offers the latest advances in medicine, specialty-trained doctors, and respected services and care. An integrated health system that offers a continuum of quality care, cne is moving health care forward and reinventing the way health care is delivered. This approach puts a broad spectrum of care - addressing primary care, medical care, surgery, women's health, cardiology, behavioral health, and an array of specialty and subspecialty programs - all under one umbrella so they are easily accessible to patients and families. Cne is currently comprised of six members: butler hospital, rhode island's only private, non-profit psychiatric and substance abuse hospital for adults, adolescents and seniors; kent county memorial hospital, the second largest community hospital in the state, providing a full spectrum of primary and secondary acute care services; women & infants hospital of rhode island, one of the nation's largest obstetrical facilities with one of the nation's largest single-family room neonatal intensive care units, the area's only tertiary level neonatal facility, and various specialty services; the memorial hospital, until its closure on may 1, 2018, was a community hospital based in pawtucket, ri, lending primary care expertise to the system and the system's only patient-centered medical home model of care; the vna of care new england, which provides a broad spectrum of home health, hospice and private duty nursing services for patients and their families; and the providence center, providing out”

“Butler hospital ("bh") ====================== bh is a licensed 143-bed, not-for-profit psychiatric treatment, teaching and research hospital. Bh was founded in 1844 and serves rhode island and southeastern new england. Bh: - provides specialized assessments and innovative treatments for all major psychiatric illnesses and substance abuse. - focuses on the special needs of seniors by offering a state-of-the-art psychiatric senior treatment center specializing in alzheimer's and other memory disorders. - offers a partial hospital day program that enables patients to receive psychiatric and substance abuse treatment during the day and return to the comfort of their own homes at night. - conducts cutting-edge research helping to unlock the secrets of brain-based diseases. Butler secured more than $11 million in grant funding in fiscal year 2015, supporting research in such areas as mood disorders, obsessive compulsive disorder, anxiety disorders, memory disorders, addictions, parkinson's disease, and psychosocial interventions for families. - works to increase understanding of mental illness and reduce stigma by providing ongoing. Kent county memorial hospital ("kcmh") ===================================== kcmh is a licensed 359-bed, not-for-profit, acute care hospital. Kcmh was established in 1951 and is rhode island's second largest community hospital with the second busiest emergency department. Kcmh: - offers a full spectrum of inpatient and outpatient health services for all ages. - kcmh's emergency department serves some 70,000 annual visits. This volume ranks kcmh's emergency department among the top 10-percent nationally. - offers advanced technology, installing such advances as high-speed, multi-slice ct scanners and digital radiology equipment. - offers such specialty services as a multidisciplinary wound recovery center and a cancer program accredited by the american college of surgeons. - collaborates with women & infants hospital of rhode island to operate the state's only level ii special care nursery and to offer expert breast cancer diagnosis and treatment at the breast health center at kcmh. - trains physicians through its emergency medicine, internal medicine and family practice residency programs affiliated with the university of new england college of osteopathic medicine, one of the country's leading osteopathic medical schools, in addition to fellowships in undersea and hyperbaric medicine, as well as gastroenterology. - helps stroke patients in its stroke center, which earned the gold seal of approval from the joint commission for primary stroke centers. - pursues excellence. The women's diagnostic imaging center has been designated as a breast imaging center of excellence by the american college of radiology. - employs innovative approaches to recruiting and retaining nurses, including a unique collaboration with salve regina university to bring baccalaureate classes on-site for kent nurses. The memorial hospital ("tmh") ============================= tmh was a 294-bed community hospital with its main campus is in pawtucket, ri. It operated primary care and other services in off-site locations in pawtucket and central falls, ri, and plainville, ma. Tmh also had state-of-the-art cancer, endoscopy, rehabilitation, and cardiovascular treatment facilities in pawtucket until its closure on may 1, 2018. Tmh: - was affiliated with the warren alpert medical school of brown university. Tmh had grown into the second largest teaching hospital in the state, with the majority of the full-time medical staff affiliated with the medical school, and dozens of residents in various specialties working at the hospital. - was home to the warren alpert medical school's family medicine and internal medicine residency programs, which had spearheaded tmh's medical research endeavors with supported by more than $1.8 million in federal funds. - was also on the forefront in the field of family medicine, which emphasizes the role of the”

“James e. Fanale, m.d. Is a former officer of this organization and prior to his retirement, dr. Fanale was involved in the leadership and management of this organization on a full time basis. Dr. Fanale was employed and received a form w-2 from this organization. Accordingly, his common law employer/employee relationship was with care new england health system (ein: 05-0490997). Accordingly, this organization filed a 2023 federal form 4720 which included a remittance of excise tax related to his compensation in excess of $1m. Michael e. Wagner, m.d. Is involved in the leadership and management of this organization on a full time basis. Dr. Wagner is employed and received a form w-2 from this organization. Accordingly, his common law employer/employee relationship is with care new england health system (ein: 05-0490997). Accordingly, this organization filed a 2023 federal form 4720 which included a remittance of excise tax related to his compensation in excess of $1m.”

“The organization is the tax-exempt parent entity of 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, to the following system member hospitals and certain other affiliates. The balance sheet of these respective member hospitals and certain other affiliates reflects an 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: - pension and postretirement adjustments - $ 1,190,046; - other components of current period pension - ($4,410,166); and - net assets released from restrictions - ($242,429).”

“The taxpayer is the tax-exempt parent entity of care new england health system and affiliates; a tax-exempt, integrated healthcare delivery system ("system"). An independent cpa firm audited the consolidated financial statements of the taxpayer and all affiliates for the years ended september 30, 2024 and september 30, 2023; respectively. An unmodified opinion was issued each year by the independent cpa firm. The taxpayer'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 the tax-exempt parent entity of the care new england health system and affiliates ("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.”