Bih Pathology Foundation Inc.

“As noted in various narrative disclosures which support this form 990 and related schedules, caregroup, inc. (caregroup) is a massachusetts non-profit corporation exempt from income tax under section 501(c)(3) of the internal revenue code of 1986, as amended. Caregroup's purpose is to oversee the financial well-being of the affiliated entities which make up the caregroup system. Caregroup serves as the sole member and a support organization of beth israel deaconess medical center (bidmc or medical center). Bidmc is the sole member of beth israel deaconess hospital - needham, inc. (bidn), medical care of boston management corporation, d/b/a affiliated physicians group (apg) and beth israel deaconess hospital - milton, inc. (bid-milton). In addition, harvard medical faculty physicians at beth israel deaconess medical center, inc. (hmfp) is the dedicated physician practice of the medical center and an entity integrally related to helping the medical center accomplish its charitable purposes. Caregroup also serves as the sole member and a support organization of new england baptist hospital (nebh) and mount auburn hospital (mah), which in turn serve as the sole member of new england baptist medical associates (nebma) and mount auburn professional services (maps), respectively. Each of the entities listed in this paragraph may, in turn, serve as member of additional entities within the caregroup network of affiliates. Two or more of the persons listed in this form 990 part vii have a business relationship with each other by virtue of sitting on one or more boards of directors/trustees or by serving in employment relationship one or more entities within the caregroup network of affiliated organizations. Additional detail is provided in the explanatory notes to this form 990 schedule j.”

“Yes, harvard medical faculty physicians at beth israel deaconess medical center, inc (hmfp) is the sole member of bih pathology foundation, inc. (the foundation).”

“Harvard medical faculty physicians at beth israel deaconess medical center, inc (hmfp) is the sole member of bih pathology foundation, inc. (the foundation). Hmfp has the power to elect or appoint one or more members of the governing body.”

“Yes, the member according to foundation bylaws has the following rights: - to approve any amendments to the articles of organization or bylaws; - to approve the undertaking of any clinical services of the foundation not being provided by the foundation as of october 1, 2006; - to approve any action that would cause, or could reasonably be expected to cause the member to breach the affiliation agreement between the member and beth israel deaconess medical center; -to select and remove and replace the independent public accounting firm; -to require the foundation to comply with the policies and procedures of the member's program for compliance with the applicable billing and payment requirements of federal health care programs; and, -powers and rights as vested by law.”

“The preparation and the filing of the foundation's form 990 and supporting schedules are the responsibility of the chief financial officer (cfo) of hmfp. As previously noted, hmfp is the sole member of the foundation. For fiscal year 2017, the form 990 was prepared by deloitte tax llp with assistance and guidance from hmfp's finance staff. The tax preparation process was also overseen by the director of taxation of caregroup, inc. Care group is the sole member of bidmc. A draft copy of the form 990 prepared by deloitte tax llp including all related schedules, was provided to all board members prior to filing.”

“The foundation is committed to pursuing charitable missions and conducting business in a responsible and ethical manner and as so, the foundation has a conflict of interest policy. Under this new policy, the president, officers and board members are required to report any conflicts of interest. The foundation has prepared a formal conflict of interest disclosure statement which is required to be completed annually by all key foundation personnel. The standards in the policy require foundation officers and board members shall not vote on, influence, or make recommendations regarding a transaction or decision when the individual or member of his or her family has a material interest in an entity or property involved in the transaction or decision. A material interest includes, but is not limited to an individual or family member having a combined interest of greater than 5% of an entity or property, an individual or family member serving as a director, trustee, officer, partner, employee, consultant, agent, member of the active professional staff, researcher or advisor of or to an entity (included by not limited to health care providers) other than harvard medical faculty physicians at bidmc, inc and its affiliates, an individual holding an elected or appointed office or position in a branch of government or in a regulatory agency having authority or jurisdiction over providers of health care (for members of the judiciary, areas of conflict will be defined in the code of judicial conduct) and an individual (or member of his or her family) competing with the foundation in the purchase or sale of any property right, interest, or service. The conflict of interest standards also require that an individual or member of his or her family not accept gifts or other favors that might lead to the inference that the gift or favor was intended to influence his or her decision-making while serving the foundation. Per the policy, an individual should not disclose or use foundation information for personal profit or advantage or should not disclose confidential and/or strategic information in advance of its authorized release. As noted above, the process for addressing a potential conflict requires that the foundation directors and officers complete a formal conflict of interest disclosure statement each year. The foundation board will review such submitted forms and formal approval of such activities will be required to be documented in minutes of the board meeting. If the board feels that any individual has failed to disclose a conflict of interest, it will inform the individual of the basis for the belief and afford the individual an opportunity to explain the alleged failure to disclose. If the board determines that the individual failed to properly disclose a conflict of interest, it shall take appropriate disciplinary and corrective actions. With this conflict of interest policy, the board is determined to help ensure all transactions are handled in a fair and ethical manner.”

“The foundation does not provide compensation to any individual. Certain officers and trustees of the organization received compensation from related parties. The process of determining compensation of these individuals is conducted at the related party level where the related organization has a compensation committee that is charged with determining the compensation of its officers, directors, key employees and professional staff of the organization. The compensation committee utilizes comparative industry data, outside consultants, and other outside market data to help determine compensation. The related entities of the foundation have formal compensation policies which are documented and reviewed by their board of directors. The compensation committee pre-approves compensation plans which are documented in a formalized manner before being presented to employees.”

“The foundation's governing documents, its newly adopted conflict of interest policy, and its financial statements are available to the public upon request at the offices of harvard medical faculty physicians at beth israel deaconess medical center, inc. Located at 375 longwood avenue, boston, ma 02215. Additionally, state and federal tax related information is provided to the general population through public websites including www.guidestar.org and the massachusetts attorney general's website.”

“The foundation is in the process of formally adopting the whistleblower policy and the document retention and destruction policy of its sole member, hmfp.”

“The foundation does not have committees with the authority to act on behalf of the governing body; therefore, this question is more appropriately answered not applicable."”

“All foundation directors and trustees serve without compensation or benefits. Compensation paid to officers, directors, trustees or key employees was earned for work performed in a capacity other than director or trustee as denoted by the titles listed in section vii. No foundation trustee or director devotes more than twenty hours per month to their position as trustee or director.”

“The mission of bih pathology foundation, inc. (the foundation) is to support medical research, provide instruction, and participate in activities designed to improve the general public health of patients served by beth israel deaconess medical center, harvard medical faculty physicians at beth israel deaconess medical center (bidmc) and their affiliates. The foundation uses its funds to support the physician's work in the pathology department at bidmc and to strengthen the department by supporting the educational requirements of the department and physicians worldwide by providing training seminars and other classes. The foundation also uses its funds to support expenses incurred by its affiliated entities which benefit the physicians and other personnel who are engaged in activity related to the pathology field. All activities that the foundation participates in are focused on medical procedures, research, and other activities that are inspired to enhance methods utilized in the pathology field.”

“To provide support for training and educational seminars related to issues in the field of pathology. These programs support the general learning for pathologists of bidmc, hmfp, and harvard medical school and their affiliated organizations.”

“Support medical and other types of research at beth israel deaconess medical center.”

“The financial records of the foundation are audited each year as part of the hmfp consolidated audited financial statement process. For the period covered by this filing, the boston, ma office of kpmg issued an unqualified opinion on hmfp and affiliates financial statements. This process is monitored and reviewed internally by the hmfp audit committee. In addition, the financial information of hmfp and affiliates is consolidated into the beth israel deaconess medical center and affiliates financial statements. For the period covered by this filing, the boston, ma office of kpmg similarly issued an unqualified opinion on the bidmc and affiliates financial statements. That process is overseen by the medical center's compliance, audit and risk committee.”