Northeast Medical Group 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.”

“The organization amended and restated its bylaws to remove certain ex officio seats on its board of trustees to allow for additional independent trustees.”

“The entity is a connecticut non-stock corporation. The sole member of northeast medical group, inc. Is yale new haven health services corporation ("ynhhs"), itself a connecticut non-stock corporation exempt from federal income tax as an organization described in section 501(c)(3) of the internal revenue code.”

“Ynhhs has the authority to elect the trustees of nemg, and certain executives serve as ex officio trustees of nemg.”

“The yale new haven health services corporation, as the entity's sole member, has the rights, powers and privileges set forth in the entity's bylaws, including, in part, the authority to approve the nominees to the entity's board of trustees, amendments to the governing documents, operating and capital budgets, initiation of new programs and clinical services or the discontinuation or consolidation of such programs, certain fundamental corporation transactions, and the issuance and incurrence of indebtedness.”

“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 ynhhs, the sole member of northeast medical group, inc. 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 trustees by web portal.”

“Northeast medical group 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 promptly report 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 and ceo would consult with the board chairperson and the legal and risk services department to develop a plan to mitigate any actual conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters with which she or he had an actual or potential conflict and the actual or potential conflict would be disclosed to other voting members.”

“Compensation process for top officials: the top official is an employee of ynhhs. The executive committee of the board of northeast medical group and ynhhs strive to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The executive compensation committees are responsible for (1) determining the overall total compensation strategy for their respective corporate officers, (2) approving all compensation and benefits decisions for respective corporate officers, and (3) reporting such actions to the full northeast medical group and ynhhs boards on an annual basis. In addition, the executive compensation committees 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 not-for-profit 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 not-for-profit 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 ynhhs and the organization. Compensation process for officers: certain officers are employees of ynhhs, other officers are employed directly by the organization. Compensation determinations of ynhhs employees are made both by the compensation committees and boards of ynhhs and the organization. Compensation determination of the organization employees are made by the organization's compensation committee and board. The executive committee of the board of northeast medical group and ynhhs strive to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The 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 northeast medical group 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 not-for-profit 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 not-for-profit healthcare organizations. The deliberations and decisions of the executive compensation committees are contemporaneously documented, reviewed and approved by the executive compensation”

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

“Physician fees: program service expenses 10,036,594. Management and general expenses 0. Fundraising expenses 0. Total expenses 10,036,594. Other professional fees: program service expenses 766,513. Management and general expenses 203,524. Fundraising expenses 0. Total expenses 970,037. Medical purchase services: program service expenses 102,160,212. Management and general expenses 0. Fundraising expenses 0. Total expenses 102,160,212.”

“Transfer to northeast medical group, pllc -3,848,694.”

“Unrelated business taxable income from form 990-t the amount reported on part i, line 7b includes certain fringe benefit expenses subject to unrelated business taxable income under irc section 512(a)(7) amounts that are not classified as revenue and, therefore, not reported as such on form 990, part viii.”