Caregroup Inc

“Officer, director/trustee and key employee business and family relationships 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. For the period covered by this filing, caregroup served 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 beth israel deaconess healthcare a/k/a affiliated physicians group (apg), beth israel deaconess hospital - milton, inc. (bid-milton), beth israel deaconess hospital - plymouth (bid-plymouth) and jordan health systems, inc. (jhsi). 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. For this same period, caregroup also served as the sole member and a support organization of new england baptist hospital (nebh) which in turn served as the sole member of new england baptist medical associates (nebma), and mount auburn hospital (mah) which in turn served as the sole member of mount auburn professional services (maps) and caregroup parmenter home care and hospice (cphch). 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.”

“Significant by-law changes effective march 24, 2016, caregroup, inc. Amended and restated its by-laws and revised the composition of the board of directors. Under the previous by-laws the board was comprised of not more than fifteen individuals, eleven of whom were elected, three of whom were the chairs of the hospitals for which caregroup serves as sole member (beth israel deaconess medical center, inc., mount auburn hospital, and new england baptist hospital) and one of whom was the chair of harvard medical faculty physicians at beth israel deaconess medical center, inc. (hmfp), the dedicated physician practice of bidmc. Under the amended and restated by-laws dated march 24, 2016, the board of directors was reduced to not more than eight individuals, up to five of whom are elected independent directors and three of whom shall be designated, one each, by the affiliated hospitals for which caregroup serves as sole member. Any individual who has served as an officer, director, employee or member of the staff of an affiliated hospital or an affiliated hospital's affiliate for a period of three years prior is ineligible to serve as an independent director. The designated directors shall be a director or trustee, and may but need not be the chair, of the designating affiliated hospital.”

“Form 990 review process the form 990 is reviewed by the caregroup director, taxation and bond compliance officer and the caregroup executive vice president / chief financial officer. The return is also reviewed and signed by deloitte tax, llp. The complete form 990 is presented to the caregroup audit committee for review and discussion. A copy of the complete return is also provided to each member of the caregroup board of directors prior to submission to the internal revenue service.”

“Explanation of monitoring and enforcement of conflicts caregroup, inc. Has a comprehensive conflict of interest policy. Pursuant to that policy, all officers, directors and key employees are asked to complete an annual conflict disclosure which is designed to require disclosure of any business relationships maintained by officers, directors or key employees and their family members which may result in a conflict of interest. In addition, any individual who commences a term as an officer, director or key employee is required to complete the annual conflict disclosure at the time such position commences. For the period covered by this filing, the caregroup chief of staff collected the responses and provided them to the caregroup executive committee which reviewed positive responses for ultimate determination of any potential or actual conflict. Any activity that required action under the conflict of interest policy was subject to ongoing review and action through the executive committee working with the executive vice president / chief financial officer. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with a plan to require disclosure and recusal, including appropriate documentation in the minutes. A summary of the annual conflict of interest process is provided to the caregroup audit committee. In addition to the conflict of interest process outlined above, the caregroup tax department issues a tax questionnaire to all current and former members of the caregroup board of directors as well as current and former officers and key employees. The tax questionnaire is designed to gather the information necessary for caregroup to completely and accurately process and complete form 990 part vi question 2, family and business relationships between officers, directors/trustees and key employees and form 990 schedule l, transactions with interested persons and form 990, part vi, question 2, family and business relationships between officers, directors/trustees and key employees.”

“Description of process to determine compensation of the organizations ceo and other officers and key employees for the period covered by this filing, caregroup had an executive committee, a subcommittee of the caregroup board of directors. All members are independent. The committee established the policies and the compensation structure of the caregroup executive vice president / chief financial officer and chief investment officer. In setting compensation, the committee relied upon written compensation surveys/studies produced by an independent compensation consulting firm that regularly assesses executive compensation and benefits of similar organizations. The committee met to review the compensation structure of the individuals described above and at that time reviewed the compensation survey data prepared by the independent compensation consulting firm. The committee recommended the reviewed packages which were submitted to the full board of directors for approval. All deliberations were contemporaneously documented in minutes. The committee was responsible for assuring that the total compensation provided is fair and reasonable using current and credible market practice information and that it complies with applicable legal and regulatory guidelines.”

“Other organization documents publicly available the governing documents, conflict of interest policy and financial statements are available to the general public upon request at the following location: caregroup, inc. 109 brookline avenue, suite 300 boston, ma 02215”

“The purpose of caregroup, inc. (caregroup) is to oversee the financial well-being of the affiliated entities which make up the caregroup system. Caregroup serves as the sole member and, for the period covered by this filing, as 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 beth israel deaconess healthcare a/k/a affiliated physicians group (apg), beth israel deaconess hospital - milton, inc. (bid-milton), beth israel deaconess hospital - plymouth (bid-plymouth) and jordan health systems, inc. (jhsi). 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. During this same period caregroup also served as the sole member and a support organization of new england baptist hospital (nebh) which in turn served as the sole member of new england baptist medical associates (nebma), and mount auburn hospital (mah), which in turn served as the sole member of mount auburn professional services (maps) and caregroup parmenter home care and hospice (cphch). Each of the entities listed in this paragraph may, in turn, serve as member of additional entities within the caregroup network of affiliates.”

“Exempt purpose achievements as a support organization overseeing the financial well-being of its affiliated entities, for the period covered by this filing, caregroup provided, among other things, management leadership, debt structuring support, investment management for the endowment assets, financing of capital projects through its obligated group debt, and financial support services, including insurance and tax services for the consolidated network of entities. In addition, caregroup has participated in the development of health related ventures and partnerships and generally supports the delivery of healthcare services, research and teaching services throughout the network. All of these activities further both the exempt purposes of caregroup and the entities which it supports.”

“Investment of tax-exempt bond proceeds beyond the temporary period exception proceeds in the project fund were unexpectedly held beyond the three-year temporary period, but were yield restricted in compliance with federal tax requirements.”

“Statement re audited financial statements the boston, ma office of kpmg issued an unqualified opinion on the caregroup and affiliates consolidated audited financial statements for fiscal year ended september 30, 2016. These statements were prepared in accordance with generally accepted accounting principles (gaap) and include the accounts of caregroup, beth israel deaconess medical center, inc. And its affiliates, mount auburn hospital and its affiliates, and new england baptist hospital and its affiliate.”

“Statement re payroll beth israel deaconess medical center, inc. Serves as the common pay agent for caregroup, inc. In accordance with instructions to the 2015 form 990, caregroup is reporting the number of forms w-2 issued as if they had been issued directly by caregroup.”

“Changes in equity interests in limited partnership 187,119.”

“Caregroup and each of its affiliates maintain accountable business expense reimbursement plans. From time to time, these entities may reimburse its officers, directors/trustees and/or key employees for expenses they incurred and which are properly ordinary and necessary business expenses of the reporting entity. The policies and procedures required by the accountable business plan must be followed in order to receive reimbursement for such expenses and it is possible that one or more individuals received non-taxable reimbursements which totaled $10,000 or more during the fiscal period covered by this filing. All of the above transactions were negotiated at arms-length and in accordance with the caregroup conflict of interest policy.”