Elizabethtown Community Hospital

“Scott comeau was employed by porter medical center, inc., a related organization at which he and robert ortmyer served as officers.”

“Effective january 1, 2024, the bylaws for elizabethtown community hospital were amended in connection with a network-wide effort to promote efficiency and standardization in the delivery of medical services through the creation of a single, unified medical staff (the "medical staff"). The amendments remove provisions in the bylaws relating to the administration of a separate medical staff, including provisions granting the board of trustees authority to approve medical staff and credentials. In the place of these provisions, additional provisions were added relating to the administration of a campus advisory committee of the medical staff. The chair of the campus advisory committee shall serve ex officio, without vote, on the board of trustees.”

“The university of vermont health network (uvmhn) is the sole member of elizabethtown community hospital.”

“Uvm health network has powers to elect elizabethtown community hospital's board of trustees.”

“Uvm health network has the power to approve significant corporate actions, including annual operating and capital budgets, strategic plans, the appointment of the ceo, the incurrence of long-term indebtedness, amendments to elizabethtown community hospital's bylaws and articles of the organization, and approval of major financial decisions including mergers, bankruptcies, and the development or termination of program services. Uvm health network is a non-profit corporation which has been recognized by the irs as a 501(c)(3) organization that is not a private foundation.”

“The 990 will be provided to the board prior to filing.”

“The organization regularly monitors and enforces compliance with the uvm health network's conflict of interest policy, which it has adopted. In accordance with the policy, trustees, officers, key employees and physicians are required to complete a conflict of interest disclosure and certification upon hiring, at least annually, prior to participating in any decision that may be affected by a personal interest, and whenever a potentially conflicting interest first arises. Conflict of interest disclosures and certifications may be made online or in writing and are regularly reviewed by the general counsel. The conflict of interest policy is enforced by the office of general counsel and overseen by a five-person conflict of interest committee. The general counsel reports at least quarterly on conflict of interest issues to the audit committee of the board of trustees. Conflicts of interest are managed in accordance with the policy, which provides for a variety of remedies to address conflicts of interest. In addition, "disqualified persons", consisting of trustees, officers and key employees are subject to special procedures to comply with the intermediate sanction rules, as outlined in the conflict of interest policy. Remedies to address conflicts of interest may include the following: recusal from decision making, disclosure to appropriate parties, committee participation limits and requested divestiture. An appeals process exists should the individual request a secondary review be performed.”

“Elizabethtown community hospital delegates the setting of executive compensation to the uvm health network compensation committee, an independent committee, under principles described in its charter. The health network has adopted a compensation philosophy which provides a framework for setting compensation for the executives of uvm health network, its affiliated hospitals, and its medical group. The parameters of this philosophy include utilizing appropriate national and regional peer groups. Salaries are targeted at the 50th percentile of the national peer group, with performance based variable pay opportunities to achieve up to the 65th percentile, depending on organization and individual results. Compensation levels are approved by the network compensation committee for the uvm health network/direct reports and the affiliate hospital ceos. Calculations are performed using the same philosphy for the third tier of leadership. All actions taken regarding executive compensation are contemporaneously documented by the appropriate organization. This review is performed annually.”

“These documents are available to the public upon written request.”

“Chg in fair value of interest rate swap 357,028. Transfer of net assets -212,100.”

“The finance committee (board of directors) assumes responsibility for oversight of the audit, and selection of an independent accountant.”