Baystate Wing Hospital Corporation

“Baystate wing hospital 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.”

“There was an amendment to the corporate bylaws of baystate wing hospital corporation (bwh): to make such bylaws consistent with the bylaws of the other hospital affiliates of baystate health, inc. ("bh"), including changing the composition of the board of directors of bwh so that the board consists of the same individuals serving on the board of trustees of bh with the addition of the president of the bwh medical staff.”

“The filing organization has one member, baystate health, inc. (bh).”

“The board of trustees of the filing organization are the same individuals serving as members of the board of trustees of baystate health, inc. (bh) with the addition of the president of the medical staff of the filing organization. The board of trustees of bh are elected annually by the board of trustees of bh at their annual meeting.”

“The bylaws of the filing organization provide that the following matters are subject to the approval of baystate health, inc. (bh) as a member: (1) the appointment or removal of the president and treasurer of the corporation, (2) the adoption or amendment of annual operating and capital budgets, (3) approval of any unbudgeted expenditure in excess of $250,000, (4) the issuance of indebtedness, loans, guarantees or other encumbrances in excess of $1,000,000, (5) adoption of the organization's strategic plan and significant changes thereto, (6) an amendment of the organization's medical staff bylaws, (7) the making of any significant change to clinical services provided by the organization, (8) the filing of a determination of need application under massachusetts law, (9) the creation of a corporate affiliation with a health care provider not affiliated with bh, (10) engaging the services of a certified public accountant or attorney, and (11) any merger, consolidation, change in control, dissolution, liquidation, or transfer of interest in all or substantially all of the organization's assets or operations.”

“Prior to the filing form 990, appropriate sections were reviewed by the tax, finance, and human resources areas of baystate health, inc. (the parent organization of the health care system to which the filing organization belongs) and by outside legal counsel. The form 990 was also reviewed by tax experts from an independent accounting firm and signed-off as a paid preparer. The process, key areas and any new changes were reviewed prior to filing with the baystate health audit and compliance committee (acc), which includes some of the trustees of the filing organization. The acc members had an opportunity to ask questions regarding the tax compliance process and the tax filings in general. 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 general counsel, 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. 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. Conflict of interest disclosures are also reviewed by the baystate wing hospital corporation board of trustees.”

“The compensation of the president is paid by baystate administrative services, inc., an affiliate and related organization of the filing organization. The compensation is reviewed and determined annually by the human resources 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 the filing organization. The individuals responsible for deliberating the compensation arrangement for the president would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the president 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 duly authorized compensation committee of baystate health, inc. The compensation of the senior vice president, finance, cfo and treasurer is paid by baystate administrative services, inc., an affiliate and related organization of the filing organization. The compensation is reviewed and determined annually by the human resources 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. The individuals responsible for deliberating the compensation arrangement for the senior vice president, finance, cfo and treasurer and of other officers would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the senior vice president, finance, cfo and treasurer 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 duly authorized compensation committee of baystate health, inc. The compensation of other officers and key employee of the filing organization is determined in accordance with the executive compensation philosophy statement, in consultation with human resources, based on the baystate health board approved budget and wage program for each fiscal year.”

“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.”

“Certain officers or directors of the filing organization are paid by an entity, baystate medical practices, inc. (bmp) ein 04-2888373, which is part of the health care system to which the filing organization belongs but does not meet the technical requirements as a "related organization" per schedule r. Compensation from bmp to the officers and directors of the filing organization therefore, is reported as paid from an unrelated organization in line 5 and according to the instructions reported as though paid by the filing organization.”

“Supplementary services: program service expenses 1,514,194. Management and general expenses 8,438. Fundraising expenses 0. Total expenses 1,522,632. Temporary help- w med/surg 3rd (cc224): program service expenses 163,842. Management and general expenses 0. Fundraising expenses 0. Total expenses 163,842. Temporary help- w geri inpatient (cc411): program service expenses 900,531. Management and general expenses 0. Fundraising expenses 0. Total expenses 900,531. Temporary help- w emergency room palmer (cc413): program service expenses 4,587,358. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,587,358. Temporary help - other: program service expenses 374,099. Management and general expenses 163,842. Fundraising expenses 0. Total expenses 537,941. Physician fees- w emergency room palmer (cc413): program service expenses 5,360,617. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,360,617. Physician fees- w hospital medicine (cc828): program service expenses 3,047,706. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,047,706. Physician fees - other: program service expenses 1,868,532. Management and general expenses 150,000. Fundraising expenses 0. Total expenses 2,018,532. Program support: program service expenses 1,565,002. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,565,002. All other: program service expenses 944,313. Management and general expenses 346,556. Fundraising expenses 159. Total expenses 1,291,028.”

“Pension adjustment 7,231,989.”