The Westerly Hospital Foundation Inc

“Part i, line 4 & part vi, line 1b number of independent voting members of the governing body the organization sought to confirm the independence of each voting member of its governing body by requesting that each such voting member respond to a questionnaire containing the pertinent instructions and definitions and designed to elicit the information necessary to determine independence. In the event that the organization does not receive a response from any such voting member, the organization reviews other information known to it regarding the voting member and makes a reasonable assessment of independence based on that information.”

“Business relationships between officers, directors, trustees, or key employees: certain of the organization's current officers and/or trustees may serve as officers and/or directors of tax-exempt and taxable affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers and/or trustees do not have personal financial interests in such affiliates and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Lmw healthcare, inc. Is the sole member of the westerly hospital foundation, inc.”

“In consultation with l+m healthcare (a related organization), lmw healthcare, inc. As the sole member has the power to elect directors and fill vacancies on the governing board.”

“The following powers of the board of directors are conditioned on prior approval of lmw healthcare, inc. As the sole member: -the adoption of the strategic plan for the corporation; -the selection of a certified public accountant; -the adoption of annual operating budgets; -the adoption of capital budgets; -any voluntary dissolution, merger or consolidation of the corporation or sale or transfer of all or substantially all of the corporation's assets, or the creation or acquisition of any subsidiary or affiliated corporation; -any agreement or transaction, either of which is of a mutual nature, with another corporation controlled directly by or affiliated with the member; and, -the borrowing of any sum which has a stated term greater than one (1) year or which is secured by a mortgage of all or any portion of the corporation's real property or by a security interest in the corporation's assets or revenue. The following are actions specifically reserved for the member of the corporation: -increase or decrease the number of directors within specified limits. -removal of directors in consultation with l+m healthcare (a related organization).”

“The organization's process to review form 990: the form 990 tax return and attached schedules were prepared by employees of the ynhhs tax department. The return is initially reviewed by the executive director of corporate finance. Subsequently, it is sent to kpmg llp for their initial review. After all comments from the above groups are received and reviewed, the return is then reviewed by the chief financial officer of the system and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization made available a complete copy of the return to its board of directors.”

“The westerly hospital foundation, inc. Is covered under the ynhhs conflict of interest policy approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system. The yale new haven health system conflict of interest policy and individual annual disclosure form applies to a pool of employees, board members and non-board members serving on board committees. These "covered individuals" are required to complete a conflict of interest disclosure statement, upon beginning employment or otherwise becoming a covered individual and annually thereafter. Covered individuals are also required to immediately report material changes to their most recently completed disclosure statement. These disclosure statements and reports are reviewed by the office of privacy and corporate compliance and/or the legal and risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the president would consult with westerly hospital foundation's board chairperson and the legal and risk services department and take any actions that she deems required or appropriate to manage or resolve a potential conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters related to the potential conflict and the potential conflict would be disclosed to other voting members. Form 990, part vi, section b, lines 13 & 14: the westerly hospital foundation, inc. Is covered under the ynhhs document retention and whistleblower policies approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system.”

“Form 990, part vi, section b, line 15a and 15b: compensation process for ceo/top officials: the top westerly hospital foundation official is an employee of ynhhs. The ynhhs compensation and leadership development committee (the "ynhhs compensation committee"), which includes a representative of the hospital, is responsible for (1) determining the overall total compensation strategy for ynhhs officer-level executives, (2) approving all compensation and benefits decisions for ynhhs westerly hospital foundation officer-level executives, and (3) reporting such actions to the full ynhhs board of trustees on an annual basis. In addition, the ynhhs compensation committee expressly determines the reasonableness of total compensation and benefits for all ynhhs officer-level executives, and assures that all officer-level executive compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated organizations. The ynhhs compensation committee consists of trustees who do not have material financial interests that could be affected by the officer-level executive compensation decisions made by the committee. The comparability data used to assist the committees in its compensation deliberations is compiled by an independent, national compensation consulting firm that is retained by and reports directly to the ynhhs compensation committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated organizations. The deliberations and decisions of the ynhhs compensation committee is contemporaneously documented, reviewed and approved by the committee, and provided to the board of trustees of ynhhs and westerly hospital foundation. Compensation process for officers: certain officers are employees of ynhhs, other officers are employed directly by the hospital. Compensation determinations of ynhhs employed officers are made by the ynhhs compensation committee. Compensation determinations of certain hospital employed officers are also reviewed and aproved by the ynhhs compensation committee and shared with the hospital's compensation committee or board. The compensation committees of ynhhs westerly hospital foundation strive to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The ynhhs executive compensation committees are responsible for (1) determining the overall total compensation strategy for all their respective corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the full westerly hospital foundation and ynhhs board on an annual basis, as applicable. In addition, the executive compensation committees, as applicable, expressly determine the reasonableness of total compensation and benefits for all corporate officers, and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated notforprofit healthcare executives in comparable organizations. The executive compensation committees consist of board members who do not have material financial interests that could be affected by the officer compensation decisions made by the committees. The comparability data used to assist the executive compensation committees in their compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the executive compensation committees. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated notforprofit healthcare organizations. The deliberations and decisions of the executive compensation committees are contemporaneously documented, reviewed and approved by the executive compensation committees, and provided to the boards of ynh”

“Copies of all available documents are accessible to the public upon request.”

“The westerly hospital foundation, inc. Paid vendors through an affiliated entity, lawrence + memorial hospital inc. (ein-06-0646704). As such, any required 1099's to be filed were issued by lawrence + memorial hospital inc. For payments made on behalf of the filing organization.”

“Purchased services: program service expenses 208,675. Management and general expenses 52,169. Fundraising expenses 0. Total expenses 260,844.”

“Net assets transferred to westerly hospital -8,514.”