Southwestern Vermont Medical Center

“Business relationships: certain listed officers and board members also serve as officers and board members of southwestern vermont healthcare enterprises, a related taxable organization.”

“Members: the sole member of the corporation shall be the southwestern vermont health care corporation (svhc), a nonprofit corporation, acting through its board of directors (the svhc board). The member shall take action by resolution duly adopted by the svhc board or by execution of a written consent, authorized by the svhc board and executed by a person so authorized. The affairs of the corporation shall be managed and conducted by a board of directors (the board), subject to the authority and direction of the svhc board. The svhc board shall have ultimate responsibility to assure that the policies and activities of the corporation are coordinated with those of its affiliated corporations in order to achieve a highly efficient, patient-focused, integrated system of health care delivery. Accordingly, any corporate action of the corporation authorized by the svhc board shall be deemed to be authorized and directed by the board. In the absence of any direction from svhc board, the board may take action with respect to the affairs of the corporation in accordance with these bylaws, provided however, that the board may not take action with respect to any of the following matters without authorization of the svhc board: annual operating budgets; capital budgets; certificate of need applications; any contract or agreement which is of a substantial nature or which is not included in approved operating or capital budgets; any voluntary dissolution, merger, or consolidation of the corporation or the sale or transfer of all or sub-creation, acquisition, dissolution, merger or consolidation of any subsidiary of affiliate or auxiliary corporation; any amendments to the bylaws, articles of incorporation of the corporation; the strategic and master facilities plans; and appointment of chief executive officer.”

“Please see form 990, section a, line 6 response above”

“Please see form 990, section a, line 6 response above”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The draft 990 is then reviewed by management and accounting. After all suggested changes from management are made, the updated draft form 990 is then presented to the finance committee. After any final changes are made, the form 990 is presented to the full board of directors before filing with the irs.”

“Monitoring compliance with conflict of interest policy: trustees, senior officers, and senior medical staff members are required to disclose conflicts of interest and potential conflicts of interest to the corporate compliance officer annually. If the corporate compliance determines that a potential conflict of interest exists, the matter is referred to the audit and compliance committee for review and may be referred to the board of trustees.”

“Compensation review: the organization's ceo position is paid by southwestern vermont medical center (svmc). The process svhc/svmc uses to determine ceo compensation is as follows: the board engages an outside consulting firm to review comparable ceo salary data and uses national professional organization survey data in the determination of the ceo's salary and benefits. In addition, the board engages an outside consulting firm and also uses national professional organization survey data to review the wage data of other officers and key employees. Process begins with a request to svhc's/svmc's compensation consultant astron solutions to perform a market analysis of the ceo position. This report is used as the basis for structuring compensation for the ceo during the next contract period. Board leadership representatives review the wage information with the consultants to ensure executive salaries fall within the targeted range, and then a contract is drafted.”

“Document disclosure: southwestern vermont medical center makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Board member compensation: no trustee receives compensation for their services as a trustee of the board. Thomas dee is compensated as the ceo of the southwestern vermont healthcare system. Michael brady, dds, received compensation for his employment with svmc. Matthew vernon, themarge small, matthew stanishewski are compensated as full time physicians. Stephen leblanc is compensated as chief strategy officer.”

“Organization's mission: also, to promote and support the development and maintenance of a highly efficient, patient-focused, integrated healthcare delivery system. Our vision: southwestern vermont health care is recognized as a preeminent, rural integrated health care system that provides exceptional, convenient, safe, and affordable care. Our values: known by the acronym quests, svhc expects its employees to model the following values. Quality: achieving the best possible outcomes and satisfying the customer in the most cost-effective manner. Empathy: treating others in a compassionate and sensitive manner. Safety: preventing harm to patients from treatment that is intended to help them and to employees from an environment that is intended to support them. Teamwork: promoting interpersonal relationships to enhance a successful team. Stewardship: conserving resources and making decisions that achieve the highest value at the lowest cost.”

“Dartmouth physician fees: program service expenses 39,621,988. Management and general expenses 229,457. Fundraising expenses 0. Total expenses 39,851,445. Locum fees: program service expenses 3,612,640. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,612,640. Contracted services: program service expenses 3,594,291. Management and general expenses 91,359. Fundraising expenses 0. Total expenses 3,685,650. Purchased services: program service expenses 9,411,617. Management and general expenses 1,345,776. Fundraising expenses 0. Total expenses 10,757,393.”

“Transfer to affiliates 5,192,364.”

“This process has not changed from the prior year.”