Southcoast Hospitals Group Inc

“The executive committee shall, except as prohibited by law or limited by the board, have all the powers of the board in connection with the management and operation of shg between meetings of the board related to urgent matters which the committee determines cannot wait for the next regularly scheduled board meeting, including delegation of authority, except in removing any member of the medical staff. Any action taken by the executive committee shall be fully reported to the board at its next meeting.”

“Carmen sylvester; christopher hodgson; david mccready; dennis fusco; donald giumetti; elizabeth huidekoper; louis cabral; rayford kruger, md; jason rua; and salman bashir, md had a business relationship with ilana feinerman, md, who was employed by southcoast physicians group, inc.”

“The shg bylaws were revised so that the executive committee of southcoast health system, inc. (shs) and shg are now the same.”

“The sole member of shg is southcoast health system, inc (shs), a charitable organization acting through its board of trustees.”

“Trustees are elected and removed and shall otherwise serve as set forth in the bylaws of its sole corporate member, shs.”

“The governance of shg is vested in the board of trustees and it may exercise all powers of the corporation except those powers reserved to shs by law, the articles of organization, or shg's bylaws.”

“The organization prepares the form 990 with the assistance of a paid preparer. A draft of the form 990 is presented to management for review and comment. A draft of the form 990 is also provided to the organization's audit committee for review. A final copy of the form 990 is provided to each member of the board of trustees prior to filing with the irs. An officer of the organization and its paid preparer, respectively, sign the final form 990.”

“Shs has conflict of interest, legal compliance and code of conduct policies that apply to all trustees, officers, directors and employees (referred to as "members"). Shs is the parent organization, and these policies apply to shg. On an annual basis, each member will complete the conflict of interest questionnaire which affirms that each person has: (1) received a copy of the policy, (2) read and understood the policy, (3) agreed to comply with the policy, and (4) understood that the system entities are charitable organizations and that to maintain their federal tax exemption, such entities must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the system operates in a manner consistent with its charitable purposes, does not engage in activities that could jeopardize its status as an organization exempt from federal taxation, and in connection with its compliance program, system's management shall conduct periodic reviews of the conflict of interest policy and the operation and application of it. Members shall disclose any interests or activities in which they are involved or become involved that do result, or may appear to result in a conflict of interest or potential conflict of interest and shall comply with, and make all required disclosures under the conflict of interest policy prior to commencing, continuing, or consummating any activity or transaction which raises a conflict of interest or a potential conflict of interest. Each member is under an ongoing duty to update and keep current the information contained in their questionnaire. At least annually, or as necessary based on dislcosures, the general counsel will summarize and report all disclosures to the president and ceo and the chairman of the board of trustees (or his/her designee). Upon disclosure of financial or non-financial interests ("interests") and all material facts related thereto by member or an interested person, the chair of the system's governance committee shall determine in conjunction with the general counsel whether a conflict of interest exists. The governance committee can continue to discuss the issue with the member or interested person to clarify or obtain additional information. However, before the governance committee discusses or determines whether the member or other interested person's interests constitute a conflict of interest, the member or interested person must leave the meeting. In the event the interest involves the chair or ceo, the remaining governance committee members shall appoint one or more disinterested trustees to make such a determination. Once the determination of the conflict of interest is made by the governance committee, such determination, along with appropriate mitigation plans, will be submitted by the governance committee for review and approval. If any board or board committee has reasonable cause to believe that a member has failed to disclose an actual conflict of interest or a potential conflict of interest, it shall inform such person of the basis for such belief and afford such a member an opportunity to explain the alleged failure to disclose it. If, after hearing the response of such person and making further inquiry or investigation as warranted by the circumstances, the board or board committee determines that such person has in fact failed to disclose an actual conflict of interest or a potential conflict of interest, the appropriate disciplinary and corrective action shall be taken.”

“Compensation for all vice presidents and the senior leadership team (slt) is established using the following procedures:(1) review and approval by the compensation committee of shs without the involvement of persons with conflict of interest in respect to the compensation arrangement at issue; (2) use of data to compare compensation for similarly qualified persons in functionally comparable positions at similarly situated health systems. The compensation committee engaged the services of an independent human resource consulting firm ("consultant") to provide updated compensation data and assess the reasonableness of the total compensation provided to shg executives. This included relative competitive market practice information for the northeast region market obtained from two healthcare executive compensation surveys that were prepared by independent firms. The consultant also compiled national market data from three commercially available healthcare executive compensation surveys prepared by independent firms: and (3) contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements.”

“Shg makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Trustees and officers are compensated for their roles outside of their capacity as trustees and officers.”

“Southcoast hospitals group (shg) owns and operates three community based acute care hospitals - charlton memorial hospital in fall river, st luke's hospital in new bedford and tobey hospital in wareham, ma. Shg serves as the safety net provider to a culturally diverse and economically challenged region with government sponsored programs covering approximately 70% of its patients. In some communities, shg is the sole provider of hospital services and in its region the sole provider of advanced clinical services such as open heart surgery and other advanced cardiac services, maternity and neonatal intensive care services. Southcoast provides advanced emergency care 24 hours per day, 7 days a week at all three hospitals.”

“Contract physicians: program service expenses 56,489,106. Management and general expenses 276,013. Fundraising expenses 15. Total expenses 56,765,134. Consulting: program service expenses 51,723. Management and general expenses 4,210,383. Fundraising expenses 140,000. Total expenses 4,402,106. Courier services: program service expenses 0. Management and general expenses 291,126. Fundraising expenses 0. Total expenses 291,126. Outsourced services: program service expenses 17,758,019. Management and general expenses 4,969,697. Fundraising expenses 111,717. Total expenses 22,839,433. Snow removal: program service expenses 20,900. Management and general expenses 727,336. Fundraising expenses 0. Total expenses 748,236. Cleaning: program service expenses 58,963. Management and general expenses 842,010. Fundraising expenses 0. Total expenses 900,973. Recruitment and agency fees: program service expenses 157,941. Management and general expenses 610,216. Fundraising expenses 0. Total expenses 768,157. Collection and billing services: program service expenses 3,401,197. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,401,197. Agency staff: program service expenses 29,724,491. Management and general expenses 650,732. Fundraising expenses 0. Total expenses 30,375,223. Payroll fees: program service expenses 0. Management and general expenses 26,881. Fundraising expenses 0. Total expenses 26,881.”

“Transfers among affiliates -64,148,170. Other changes in net assets -6,286. Endowment transfers 2,316,044. Reserve for fema funding -494,604. Change in value of perpetual trusts 8,495,235.”

“Financial results for shg are included in the southcoast health system, inc. And affiliates consolidated financial statements as of and for the years ended september 30, 2023 and 2024, which were issued with an independent auditor's report with an unqualified audit opinion. Included in these audited financial statements is supplemental consolidated information for the year ended september 30, 2024. No stand alone audited financial statements were issued for shg for the year ended september 30, 2024.”