Windham Community Memorial Hospital

“On December 14, 2023, the Board of Directors of Windham Community Memorial Hospital (the "Corporation") approved an amendment and restatement of the Corporation's Certificate of Incorporation, (the "Amended and Restated Certificate"). The Amended and Restated Certificate includes an amendment to Section 10 regarding indemnification. 1. Section 10 regarding indemnification has been updated to include that the Corporation may provide resolution unless indemnification is otherwise mandated as set forth in the Bylaws.”

“Windham Community Memorial Hospital is organized as a non-stock not for profit entity. Hartford HealthCare Corporation is the sole member.”

“The sole member of the organization has the authority to approve/remove members of the governing body.”

“The sole member of the organization has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions etc.”

“The Form 990 was prepared by Hartford HealthCare's Tax Department. It was then forwarded to the VP of Finance for review. The final Form was provided to the entire Board prior to submission to the Internal Revenue Services (IRS). Once the entire review process was completed, the Form was signed by the VP of Finance and then filed with the IRS.”

“The hospital's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee and physician disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor, when deemed appropriate, to determine if there is a potential conflict. Conflict mitigation plans are developed by OCI. Other individuals who may review potential conflicts of interest and approve conflict management plans include: the SVP/EVP of the department/area in which the individual works, the Institute Physician-In-Chief, the Medical Group Physician-In-Chief, the Regional Vice President of Medical Affairs, and/or the HHC Legal Department. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable.”

“The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Windham Community Memorial Hospital, hires an outside consultant, Human Resources and Compensation Consulting Practice of Gallagher, to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of Windham Community Memorial Hospital, established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; - The President & CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the President & CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability.”

“The Hospital's Form 990, 990T and form 1023 and its attachments are available upon request.”

“The Hospital's Financial Statements, Governing Documents and the Conflict of Interest Policy are available for inspection upon request at the Organization's address.”

“Other Medical Professional Fees: Program service expenses 13,719,204. Management and general expenses 0. Fundraising expenses 0. Total expenses 13,719,204.”

“Transfer to Affiliated Entities -802,919. Change in pension and post-retirement funding obligation -5,559,470. K-1 Income (Loss) Pass Thru Entities -90,206.”