Baystate Total Home Care Inc.

“The filing organization has a standing executive committee, which is entitled to act between meetings of the Board, on all matters as to which the Board is entitled to act and permitted by law to delegate to a committee.”

“Dennis W. Chalke, Kristin R. Delaney, Gordon Josephson, MD, Mark A. Keroack, MD, MPH, Timothy S. Rice, James P. Sadowsky, Madeline Santos, John Schreiber, MD, Patricia A. Sheldon, Mark R. Tolosky and Victor Woolridge are also officers or trustees of Baystate Health, Inc. & its affiliated entities. The following trustees, officers, or key employees serve on a common board of a non-affiliated entity: None that we know of.”

“Baystate Total Home Care, Inc. is affiliated with Baystate Administrative Services, Inc. (BAS) which is a 501(c) (3) organization. Information Technology, Human Resources, Finance, Treasury, Accounting and other management and support functions are delegated to BAS.”

“The filing organization has two classes of members, the Voting Member and the Non-Voting Member, and each class of members has one Member. The Voting Member is Baystate Medical Center, Inc. (BMC) and the Non-Voting Member is Baystate Medical Practices, Inc. ("BMP").”

“Of the five trustees serving on the Board of Trustees of the filing organization, four trustees are appointed by BMC (the President and Chief Executive Officer of Baystate Health, Inc., the Chair of the Board of Trustees of BMC, the Vice Chair of the Board of Trustees of BMC, and one trustee who shall be a member of the executive committee of BMC) and one trustee is appointed by BMP, and is the Chair of BMP.”

“Prior to the filing of this return appropriate parts of this Form 990 were reviewed by representatives from the Tax, Finance, and Human Resources Departments of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs), some of whom are officers or trustees of the filing organization and by outside legal counsel. The entire return was reviewed by a tax expert from an outside accounting firm. The entire return was also reviewed prior to filing by the Audit and Compliance Committee of Baystate Health, Inc., which also includes some of the officers and trustees of the filing organization. The Form 990 was provided to all members of the Board of Trustees prior to filing.”

“Baystate Health, Inc. (BH) has a comprehensive conflict of interest policy which has been adopted by the filing organization. All directors, trustees, officers, key employees, and highest compensated employees of BH and its affiliates are asked to complete an annual conflict of interest form. We utilize an electronic database to receive and manage all conflict of interest submissions. This information is reviewed by the BH Chief Compliance Officer, the BH Chief Executive Officer, the Chair of the BH Board of Trustees, and the Chair of the Audit & Compliance Committee of BH. A summary of the conflict of interest disclosures is provided to the Baystate Health Board of Trustees and the Tax Department and reviewed by outside counsel. Potential conflict of interest transactions are reviewed as appropriate under the policy, which provides for recusal from discussion and deliberation by any party with a potential conflict of interest.”

“The compensation of the President and CEO and of other officers is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (The parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of Baystate Health, Inc. and these individuals would be considered independent for compensation deliberation purposes as related to the filing organization. The compensation of the President and CEO and of other officers and key employees is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data. The compensation is then established, reviewed and approved by the independent compensation committee of Baystate Health, Inc. Line 15a and 15b have been answered No because the CEO and other officers are paid by Baystate Administrative Services, Inc., an affiliate and related organization of the filing organization.”

“The organization makes its conflict of interest policy and financial statements available to the public at www.baystatehealth.org. Articles of organization and bylaws are generally available at the Commonwealth of Massachusetts website.”