Probility Physical Therapy

“Probility therapy services (probility) has contracted with therapy management consulting services, llc for the provision of president and vice president of finance services. In calendar 2015, probility paid $550,337 to therapy management consulting services, llc for patrick hoban's and tony castaldi's services as president and vice president of finance, respectively. Probility does not know how much patrick hoban and tony castaldi received as wages from therapy management consulting services, llc in calendar 2015.”

“The sole member of probility is trinity health - michigan. See line 7 for additional information.”

“Trinity health - michigan is the sole member of probility. Trinity health - michigan has the right to appoint all persons to the board of directors of probility.”

“As sole member, trinity health - michigan must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health - michigan must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents.”

“Prior to filing, the form 990 for probility is reviewed by management. The board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Probility has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of probility, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of probility and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to internal legal counsel and the integrity and compliance officer, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of probility (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to probility of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of probility (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of probility. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a is answered "no" because compensation for the president and the vice president of finance is established and paid by a management company. Question 15b is answered "no" because the compensation for certain officers and key management officials of probility is established by trinity health, a related organization. In establishing compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the officers and key management of probililty are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on benefit of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit healthcare organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefit arrangements.”

“Probility is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Probility's governing documents and conflict of interest policy are available upon request.”

“Probility's financial statements were included in the fy16 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”