Abingdon Physician Partners

“The corporation contracted with Blue Ridge Medical Management Corporation, a for-profit corporation, to perform management duties such as accounting, payroll, budgeting, financial operations, and management responsibilities.”

“The corporation is organized as a Virginia non-stock, nonprofit organization with Johnston Memorial Hospital, a Section 501(c)(3) organization, as the sole member.”

“Johnston Memorial Hospital appoints three of the five board members, the remaining two members being appointed by a physician advisory committee.”

“Certain decisions of the governing body, such as entering into a joint venture, dissolve, merge, or relocate the corporation, and amendment of the Bylaws or Articles of Incorporation are subject to approval by the sole member, Johnston Memorial Hospital.”

“The CEO reviewed the Form 990 with the Board of Directors prior to filing with the IRS. The return was made available to each board member in an electronic format prior to the review.”

“Ballad Health has a conflict of interest policy for all members of the Board of Directors, the Executive Chair/President, Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, and applies to all Ballad Health organizations, including Abingdon Physician Partners. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled Conflicts of Interest. If a member of the board or board committee has a conflict of interest involving any issue on the board agenda, he or she must declare the conflict of interest during the period allotted for disclosure. If any issue arises during a meeting in which the board member has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committees is responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue with which the conflict of interest applies. Under no circumstances shall a member vote on a matter that gives rise to a potential conflict.”

“Governing documents and conflict of interest policy are made available upon request to the appropriate parties requesting them. Financial statements are made available upon request to the appropriate parties requesting them, and they are made available to those parties who own indebtedness of the company on a quarterly basis.”

“On an annual basis, Ballad Health's Human Resources (H/R) Department evaluates compensation for all executives at a position level of Assistant Vice President and above. The review includes APP/JMH's CEO. H/R's evaluation is based on market data obtained from independent third-party consultants for positions with similar responsibilities at similarly situated organizations. Based on this comparable data, Ballad Health's President and CEO evaluates the data and submits his recommendations to Ballad Health's Board of Directors for their final review and approval. In addition, Ballad Health offers an incentive plan to executives based on targeted achievement metrics approved by the Ballad Health Board of Directors which include Quality of Care, Access to Care, Cost Management, Etc.”

“Similar to APP/JMH's CEO, APP/JMH's CFO receives compensation that complies with Ballad Health's salary policy. His pay is set at a market percentile specific to his position as CFO of APP and JMH (APP's sole member). Two APP physicians serve on APP's board. Their compensation relates to medical services they provide to APP; neither receives compensation as a result of their board service. Their compensation and benefits are consistent with all APP physicians, which are based on surveys from external sources, as well as benchmarked against Medical Group Management Association's Compensation Survey. Both Steve Kilgore and Mark Patterson receive compensation for their positions with related organization, Ballad Health; they do not receive compensation for their services as APP board members.”

“Intercompany Debt Forgiveness = -$105981”