Women & Infants Development Foundation

“Women & infants corporation ("wic") has corporate governance over women & infants development foundation and is the sole member of this organziation.”

“Wic as the sole corporate member can elect one or more members of the governing body.”

“Decisions of the governing body are subject to certain reserved powers as defined in this organization's bylaws.”

“As part of the organization's federal form 990 tax return preparation process the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with various individuals related to the organization to obtain the information needed in order to prepare a complete and accurate tax return. During that process the federal form 990 is provided to certain members of management for review. A complete and accurate copy of the form 990 is then provided to the board of directors prior to the filing of the form with the internal revenue service.”

“Women & infants development foundation has adopted and follows care new england health system's conflict of interest policy. The policy requires that a conflict of interest disclosure form consistent with best governance practices and internal revenue service guidelines be circulated to officers, directors, and key employees annually. If a director discloses an interest that could give rise to a conflict, the director's potential conflict is referred to the board or the committee, which evaluates the conflict and its potential impact on the director's participation on the board or on certain issues that may come before the board. After consultation with counsel, the committee will take action, if appropriate and necessary, to address any such conflict in a manner consistent with the organization's conflict of interest policy.”

“The board of directors of care new england health system ("cne") has a committee of directors known as the cne compensation committee ("the committee"). The committee is responsible for discharging the board's responsibilities regarding the total compensation program for executives and key physicians in conjunction with the wih president and chief executive officer. The committee at all times conducts itself free from executive management in its decision making process except with respect to decisions relating to the president and chief executive officer which are made in conjunction with the care new england health system chief executive officer. The actions taken by the committee enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the senior management team, including the president/chief executive officer. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of directors; each of whom are independent and are free from any conflicts of interest. The committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the reviewing of hospital and healthcare system executive compensation and benefits throughout the united states. This study used comparable geographic and demographics market data, including, but not limited to, similarly sized healthcare systems and hospitals, number of licensed beds and net patient service revenue. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which the executive compensation and benefits were reviewed and subsequently approved. The actions outlined above with respect to the committee and the establishment of the rebuttable presumption of reasonableness applies to certain senior management personnel, including, but not limited to, the president/chief executive officer. The compensation and benefits of certain other individuals contained in this form 990 are also reviewed by the care new england health system compensation committee. In addition, the compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by the women & infants hospital of rhode island president/chief executive officer with assistance from the organization's human resources department in conjunction with individual's job performance during the year and is based upon other objective factors designed to ensure that reasonable and fair market value compensation is paid. Other objective factors include market survey data for comparable positions, individual goals and objectives, personnel reviews, evaluations, self-evaluations and perfomance feedback meetings.”

“Women & infants development foundation corporate documents, conflict of interest policy and financial statements are made available to the public by mail upon written request.”

“Compensation information disclosure part vii and schedule j reflect certain board members and officers receiving compensation and benefits from this organization or a related organization. Please note this remuneration was for services rendered as full-time or part-time employees or independent contractors of the organization or a related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“Related hours disclosure this organization is an affiliate of care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. The system includes both for-profit and not for-profit organizations. Certain board of director members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on the top line of part vii, column b of this form 990 for board members who receive no compensation for services rendered in a non-board capacity, represents the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of directors of other related organizations in the system, their respective hours per week per organization are approximately one hour. The hours reflected on the bottom line of part vii, column b of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“Audited financial statements the organization is an affiliate of care new england health system and affiliates, a tax-exempt, integrated healthcare delivery system ("system"). The system's parent entity is care new england health system. An independent big four cpa firm audited the consolidated financial statements of care new england health system and all entities within the system for the years ended september 30, 2018 and september 30, 2017, respectively, and issued a consolidated financial statement with consolidated schedules by entity. An unqualified opinion was issued each year by the independent cpa firm. Care new england health system's audit committee assumes responsibility for oversight of the audit of the system's consolidated financial statements and the selection of an independent auditor.”