Middlesex Hospital

“Carol wallace, director, is on the board of directors of connecticut water authority with eric thornberg, vice chairman and director. Eric thornberg, vice chairman and director, is on the liberty bank board of directors with chandler howard, director.”

“The sole member of the hospital shall be middlesex health system, inc., a connecticut non-stock corporation, or its successor in interest ("sole member").”

“The annual election of the board of directors of the hospital by the duly authorized representative of the sole member shall be deemed the annual meeting of the membership of the hospital for all purposes.”

“The sole member, middlesex health system, inc., shall have all of the membership rights conferred by law, the certificate of incorporation or the middlesex hospital by-laws, by vote of its board of directors, its president, or by or through any other person(s) designated by its board of directors on its behalf. The secretary of the hospital shall provide appropriate notices to the sole member as required by law in advance of actions being requested of the sole member by the board of directors of the hospital.”

“Draft forms of the 990, including required schedules, are provided to each board member for review. Members review the documents, highlight any significant changes and attest their approval. Any questions or comments are presented to executive management prior to filing. A copy of the final form 990 will be provided to the board prior to filing with the irs via a web based communication portal.”

“Conflict of interest forms are distributed annually to key employees, officers and the board of directors. Responses are returned to, tracked, and reviewed by the compliance officer. Information reported is considered personal and confidential and only disclosed when deemed necessary to protect the hospital against the effects of conflicts of interest and only after advising the reporting person of the proposed disclosure and of its extent. Material conflicts are reported to the board's audit committee for review and determination. In addition to completing the annual conflict of interest form, board members must immediately disclose any interest and all material facts to the board of directors. The board then reviews the facts and makes the determination as to whether a significant conflict of interest exists. If so, the board follows disabling guidelines to determine if the board member should be asked to resign or be removed.”

“Executive team compensation is reviewed annually by the executive compensation committee of the board. The committee has a charter and a policy statement setting forth a process and certain guidelines for determining compensation. Executives receive a base salary and have the opportunity for incentive compensation within a range set by the policy. Following the close of each fiscal year, the committee receives a market analysis from independent consultants regarding compensation at peer groups of comparable hospitals and health systems. Positions within the executive team are compared to benchmark positions within this market data and their compensation is compared to the data both with respect to cash compensation and total compensation including fringe benefits. The ceo recommends the incentive awards and base salary adjustments to the compensation of the executives who report to him, and the committee reviews those recommendations, approves or modifies them, and also determines any incentive award and base salary adjustment for the ceo. The consultants provide a written opinion annually confirming that the compensation of the executives, as adjusted by this process, is "reasonable" within applicable irs guidelines. Key employee compensation is set following the guidelines set forth in the hospital compensation policy. The objective of this policy is to pay employees based upon hospital need, the proper external labor market and performance. The last compensation review occurred 12/18/2013.”

“Middlesex hospital maintains a quality and compliance section on its website, middlesexhospital.org. The hospital posts the most current audited financial statements and form 990 with those of other affiliates as they become avaiable, as well as statements and forms from at least two previous fiscal years. The hospital's conflict of interest policy is also posted on the website in the vendors and suppliers section. In addition, the organization's form 990 is available at www.guidestar.org and upon request.”

“Middlesex hospital is an acute care general hospital serving the residents of middlesex county and various surrounding communities providing selected high quality inpatient and outpatient health services. The hospital maintains formal relationships with specialized providers to assure coordination of care when services are not locally available. An integral part of the core programs, spanning their traditional diagnostic and treatment services, are the scores of special programs offered to the communities served, many of which focus on the disadvantaged and underserved, those special populations such as minorities, older persons, persons living in poverty with disabilities, chronically mentally ill persons, and other disenfranchised persons. Many other special programs with a focus to reach out to all members of the community regardless of economic condition or social status respond to public health needs and involve education or research that improves overall community health. All of these special programs are offered free of charge or offered at a rate that is considerably less than the cost of providing them.”

“Change in accumulated pension charges -8,290,000. Expenditures for intended purposes -758,000. Rounding 614.”

“The audit committee, subcommittee of the board of directors, has responsibility for oversight of the audit of financial statements. The audit committee periodically selects audit firms through an rfp process. Candidates are interviewed by the audit committee. Once selected, the auditors meet with the audit committee to discuss, plan and engage the auditors for the current year's audit. Once the audit is complete, the audit committee meets with the auditors again to review the results of the audit. The audit committee chair and independent audit firm can communicate directly without going through hospital management. The process has not changed from the prior year.”