Dartmouth-Hitchcock Clinic

“The DARTMOUTH-HITCHCOCK CLINIC (DHC) board has a Governance Committee who has the authority/responsibility of the DHC Board to ensure that DHC continues to fulfill its central mission and vision. This committee has authority to act on behalf of the full Board when the need arises. The chairs of the following committees and the CEO serve on the governance committee: Board committee, Talent Development and Compensation Committee, Research and Education Committee, Finance Committee, and Value Committee.”

“Dhc's former bylaws called for a board of governors (bog), which fulfilled two functions: providing a means for providers to comment and provide input on governing decisions, and to oversee medical decision-making within the organization. During fy '24, the bylaws were amended to effectively split these two functions, establishing both a: * group practice council that is charged with providing a collective voice for dhc providers, and a * medical executive committee that has responsibility for overseeing the medical services dhc provides. Additionally, the updated bylaws amended: * the selection/eligibility criteria for the dhc president/ceo by removing the preference for an internal candidate. * the bylaws amendment process by removing the requirement that dhc providers vote on an advisory recommendation relative to any bylaws amendments.”

“Dartmouth-hitchcock health (d-hh) is the sole corporate member of dartmouth-hitchcock clinic (dhc). D- hh has specific authority and reserved powers, including the power to confirm the election of members of dhc's board of trustees and the power to approve significant governance, financial and operational decisions of dhc's trustees.”

“Dartmouth-hitchcock health (d-hh) is the sole corporate member of dartmouth-hitchcock clinic (dhc). D-hh has specific authority and reserved powers, including the power to confirm the election of members of dhc's board of trustees and the power to approve significant governance, financial and operational decisions of dhc's trustees.”

“In addition to reserved powers, dartmouth-hitchcock health (d-hh) shall have the authority to take actions to establish, manage, and govern the system as an integrated health care delivery system in furtherance of dhc's mission. These powers include but are not limited to items such as the ability to approve, disapprove, or modify all material governance, programmatic, and financial decisions of dhc's board of trustees, to appoint or remove a member of dhc's board of trustees, assess dhc a monetary amount for the payment of the expenses of d-hh, approve dhc's budget, approve the borrowings or dispositions of assets by dhc, approve key strategic relationships, approve the elimination or addition of any material health care service or program, and other authority to take action on behalf of dhc.”

“The forms 990 and 990-t are reviewed by the director of financial compliance, vice president of corporate finance, and by external consultants along with the chief financial officer before the filing of the return. Once the return has been fully prepared, a final 990 and 990-t is sent to each board member and time is allocated for comments and responses prior to official filing of the forms.”

“The dartmouth-hitchcock clinic (dhc) board of trustees approved a policy concerning a voluntary self disclosure of any potential conflict of interest. Dartmouth-hitchcock health's compliance and audit services department conducts an annual survey of all officers, trustees, and key employees and performs other procedures as considered necessary to report on compliance with the conflict of interest policy. The department then reports to each board any potential conflicts for their review. Per the policy, any conflicts or otherwise perceived conflicts are required to be addressed by the board of trusteees on an ongoing basis. In the event a conflict arises, the individual involved may be removed from participating in any decision-making regarding the identified conflict and/or its corresponding transactions. If the board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform such person on the basis for such belief and afford him/her an opportunity to explain the alleged failure to disclose. If, after hearing the response of the interested person and making such further investigation as may be warranted under the circumstances, the board or committee determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The compensation for the ceo is evaluated by an independent third party firm for reasonableness and national data benchmarking. The talent development and compensation committee, along with independent trustees, approve the final compensation in consultation with the independent third party firm's recommendations and suggestions. This process was contemporaneously documented and last undertaken in 2024.”

“COMPENSATION FOR OFFICERS AND KEY EMPLOYEES ARE EVALUATED BY INTERNAL HUMAN RESOURCES STAFF USING NATIONAL BENCHMARKING DATA, ALONG WITH ONGOING EVALUATIONS BY AN INDEPENDENT THIRD PARTY FIRM FOR REASONABLENESS, WITH THE LAST FORMAL PROCESS IN 2024. THIS PROCESS WAS CONTEMPORANEOUSLY DOCUMENTED. EXTERNAL BENCHMARKING FROM AN INDEPENDENT THIRD PARTY HAS BEEN USED FOR ANY OFFICER WHO WAS HIRED OR RECEIVED A COMPENSATION ADJUSTMENT SINCE THE LAST FORMAL PROCESS. COMPENSATION RATES ARE DETERMINED BY FOLLOWING THE GUIDELINES OF THE COMPENSATION COMMITTEE CHARTER AND PHILOSOPHY DOCUMENTS AND A FORMAL REVIEW BY COMPENSATION COMMITTEE MEMBERS. THE PROCESS DESCRIBED ABOVE TO ESTABLISH COMPENSATION WAS USED FOR THE FOLLOWING POSITIONS: Chief Financial Officer, Chief Strategy Officer, Chief Clinical Officer, Chief Legal Officer, Chief Human Resources Officer, Chief Operating Officer, Chief Nursing - Executive, Chief Nursing Officer, Chief Pharmacy Officer, Chief Quality & Value Officer, Department Chair - Anesthesia, Department Chair - Pathology, and similar positions.”

“Dhc's governing documents are available through the new hampshire secretary of state. Certain financial information is disclosed through the community benefits annual report. The audited financial statements, governing documents, and conflict of interest policy are available upon request either in electronic or hard copy form.”

“As part of dartmouth-hitchcock clinic's (dhc) and mary hitchcock memorial hospital's (mhmh) affiliation agreement, the two organizations share officers. As such, the average hours per week are allocated between the two organizations on their form 990's even though compensation reported in part vii is based on the entity issuing the w-2. In addition, certain officers spend time on dartmouth-hitchcock health (d-hh), the sole corporate member of both mhmh and dhc, along with two supporting organizations: dartmouth-hitchcock medical center (dhmc) and hamden risk retention group (hamden). Certain officers also spend time on related entities, including alice peck day memorial hospital (apd), windsor hospital corporation (dba mount ascutney hospital and health center) (mahhc), mount ascutney hospital community health foundation, historic homes of runnemede, cheshire medical center (cheshire), cheshire health foundation, cheshire health services, the new london hospital association (nlh), visiting nurse association & hospice of vt and nh (vna), the hitchcock foundation (thf), and southwestern vermont health care (svhc).”

“Dartmouth-hitchcock clinic (dhc) is part of the dartmouth-hitchcock health (d-hh) system, which includes dhc, mary hitchcock memorial hospital (mhmh), and its subsidiaries. Mhmh received authority from the internal revenue service to act as dhc's pay agent and implemented this process at the beginning of fiscal year 2010. All expenses are paid directly by mhmh and reimbursed by dhc. Mhmh manages all required irs reporting related to these disbursements.”

“Mary hitchcock memorial hospital (mhmh) and dartmouth-hitchcock clinic (dhc) operate under an affiliation agreement as directed by dartmouth-hitchcock health (d-hh), the sole corporate member of both entities. Due to the integrated operating structure, related mission, and close relationship of dhc and mhmh, expenses are shared between the two entities. All expenses reported within this form 990 are dhc's share of expenses as designated by the affiliation agreement.”

“Net asset released from restricted - 4342662;”