Mhs Primary Care Inc

“The sole corporate member of mhs primary care, inc ("mhspc") is middlesex health system, inc. ("sole member") a connecticut non-stock corporation.”

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

“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 system compliance officer. Information reported is considered personal and confidential and only disclosed when deemed necessary to protect the organization 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.”

“The process to establish compensation of top management official is determined by the mhs primary care's related organization, middlesex hospital. Middlesex hospital's process to establish compensation of top management official is as follows: 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 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 12/2023.”

“Mhs primary care maintains a quality and compliance section on the hospital's website, middlesexhealth.org. The system posts the most current audited financial statements and form 990 with those of the hospital and other affiliates as they become available, as well as statements and forms from at least two previous fiscal years.”

“Transfer (to) / from middlesex hospital 20,394,190.”

“The process has not changed from the prior year.”

“Mhs primary care does not have a separate audit performed under the single audit act and omb circular a-133. Mhs primary care is included in the a-133 audit performed for middlesex health system for purposes of the a-133 audit. The relevant activities and expenditures of mhs primary care are reviewed and the results are included in the single a-133 audit report for middlesex health system.”