Visiting Nurse Services of Connecticut Inc

“The organization is governed by a Management Board comprised of five employed individuals. These individuals are compensated for their services by Hartford HealthCare Corporation (HHC). HHC is the parent of an integrated healthcare delivery system which includes multiple tax-exempt hospitals that have community boards.”

“Dr Roach was a board member during the year along with his Son”

“VNA Management Inc is an affiliated organization that is used to provide over all general executive management services to the Visiting Nurse Services of Connecticut organization with fees reflected in schedule 990 part IX line Ila Direct control over management duties is retained by the organization.”

“Effective October 11, 2018 parent company VNA Corporations Inc. fully merged into Visiting Nurse Services of CT Inc. 06-0665196. On April 8th, 2019 the Visiting Nurse Services of CT signed an affiliation agreement with Hartford HealthCare at Home with plans to incorporate Visiting Nurse Services into Hartford HealthCare at Home during the next fiscal year”

“Visiting Nurse Services of CT Inc. is organized as a non-stock not for profit entity. Hartford Healthcare Corp is the sole member effective April 2019”

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

“Hartford HealthCare effective April 2019, is the sole member and has approval over board appointments and decisions The sole member of the organization has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dis-solutions, etc.”

“Form 990 is reviewed by the CFO, President/CEO. Chairman of the board of Directors and all officers of the Board, In addition, the Agency's independent auditors, BKD, CPAs and Advisors. LLC, Review Form 990”

“All Officers, Board Members and Key Employees are required to sign a conflict of interest statement. This is performed annually as apart of the initial meeting_of the board of directors for each fiscal year. All other employees are required to sign the conflict of interest statement upon hire and agree to advise the organization if there are any changes. This is part of the new hire procedure and is a required form prior to start of employment. Referenced to HR Policy 203. The Management 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 provide a disclosure of relationships that create or have creating a conflict of interest or commitment. The Policy and officers, to the appearance of 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 disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the Conflict of Interest Committee ("COIC") (the Committee) which includes representation from the Medical Staff, the Legal Department, Human Services, Finance Administration, Management and Compliance. The Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable.”

“The Board of Directors determines the President/CEO compensation package. The Board delegates theprocess to the Board Compensation Committee which reviews and establishes the compensation level. The information utilized by the committee includes: (1) consultation, evaluation, and advice from the Agency's independent accountants (BKD CPAs and Advisors). An evaluation report is presented to the committee by the accountants which presents a review of compensation levels compared to other health care executive compensation agreements. (2)Home care specific industry compensation surveys (State and National) (3) review of Form 990 filings of like-kind entities, and (4) other available relevant industiy/market data. Additionally, compensation is also determined based on performance / achievements, financial resources, fairness and reasonableness, education and length of service, and position retention and replacement factors. The Chairman of the Board of Directors performs a detailed annual review of the Presidents performance with input from members of the Executive and compensation Committees. The compensation level of other officers and key employees (VP/CFO, Etc) is also developed based on the above criteria, The President and for appropriate vice president provides the detailed annual review with the individual The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation”

“The organizations Form 990, From 1023 and its attachments are available upon request.”

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

“Transfer of funds as a result of the merger f VNA Corporation into Visiting Nurse Services during the period. $4,837,875 less costs associated with the subsequent affiliation agreement with Hartford HealthCare at Home for legal related expenses incurred of $400,754 along with associated insurance costs of $117,213 for a total net adjustment of $4,319,908”