Charles Cole Memorial Hospital

“Voting rights: voting rights of executive committee per ccmh bylaws effective 3/1/2018: section 6.5 executive committee. There may be an executive committee of the board consisting of directors with representation similar to the full board of directors. Any executive committee of the board shall be comprised one-third (1/3) of upmc designated directors selected by upmc and two-thirds (2/3) of cole designated directors selected by the cole designated directors. The chair, the vice chair and the members representative shall be members of any such executive committee ex officio; provided, that the members representative shall have a vote on such executive committee only if he or she is a director. Unless otherwise determined by the board and the member, an executive committee of the board shall have the authority to fulfill all of the duties of the board of directors except as to those matters reserved to the member by these bylaws, or to the full board by any applicable provision of the non-profit corporation law of pennsylvania. A majority of the actual then-current membership of any executive committee of the board and the presence of the members representative shall constitute a quorum and the vote of a majority of the voting executive committee members present where a quorum exists shall constitute action by the executive committee.”

“Members: upmc is the sole member of charles cole memorial hospital d/b/a upmc cole. Cole shall be governed by a board of directors consisting as of the effective time of seventeen (17) voting directors. Over time, as set forth in the bylaws, the board shall be decreased to thirteen (13) total directors. The directors shall be designated as follows: as of the effective time, the board will be comprised of thirteen (13) cole designated directors and four (4) upmc designated directors. The thirteen (13) cole designated directors will reflect the members on the charles cole memorial hospital board immediately prior to closing. Thereafter, the board shall decrease, over time, to thirteen (13) total directors which shall consist of nine (9) cole designated directors and four (4) upmc designated directors. The cole designated directors shall decrease to nine (9) persons when a cole designated director is no longer eligible to serve, or upon his or her voluntary or involuntary resignation until the number of cole designees is reduced to nine (9). This composition of nine (9) cole designated directors and four (4) upmc designated directors shall continue through at least the participation period. The upmc designated directors and their successors will be appointed by upmc. The member shall have the following rights and powers: during the integration period, the following actions will require approval of the cole board and upmc, and neither upmc nor the cole board shall have the authority individually to undertake any of the following actions without such joint approval: (a) approval of operating and capital budgets of cole and the cole entities. (b) approval of plans for application and use of the capital expenditures and programmatic enhancement commitment in accordance with sections 3.3.1 through 3.3.3 of the integration agreement. (c) approval of, or material changes to, any new or existing affiliations or contractual arrangements of cole with any hospitals, health systems, or physician groups including any customary renewals or extensions of clinical affiliation or service agreements. (d) approval of strategic plans for cole. (e) material changes to existing contractual arrangements of cole and the cole entities with physicians, and approval of any new physician contract providing for any exclusive privileges at cole. (f) entering into new, or materially changing any existing, joint venture arrangements specifically of cole or the cole entities. (g) approval of selection of the president of cole, and approval of removal and compensation terms. (h) approval of the terms of any management arrangements of any cole entity with an unrelated third party. (i) any material changes to cole's clinical programs. (j) any change in the corporate structure of cole or any cole entity. (k) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets or business or significant product lines of cole or any cole entity. (l) the merger, consolidation, divestiture or dissolution of cole or any of its subsidiaries. (m) the determination that cole or any cole entity will no longer be licensed or operated as currently licensed or operated. (n) any amendment of the articles of incorporation or the bylaws of cole or any cole entity. (o) sale of any real estate of or by cole or any cole entity. At the conclusion of the integration period, the power to make decisions with respect to those matters described above, shall rest solely with upmc.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by charles cole memorial hospital. The draft 990 is reviewed by the finance department. It is then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: members of the board of directors; board committees; senior leaders; middle management employees; and medical staff with administrative responsibilities are covered under the conflict of interest policy and are required to complete a conflict of interest statement annually (calendar year). Pursuant to the amended bylaws effective march 1, 2018, section 11.6, "the board shall adopt and maintain a policy consistent with the policy of the member with respect to conflicts of interest on the part of the directors, officers, senior management, physicians, and other staff, as applicable, which shall include a procedure with respect to disclosure and review of actual or potential conflicts and related information. The conflicts of interest policy of cole in effect at the effective time shall remain in effect until such time as the board adopts a policy consistent with the policy of the member." for 2018, the conflict of interest policy and conflict of interest statement were reviewed 05/09/18 and, thereafter, the conflict of interest statements distributed to the noted parties for completion. The levels at which conflict of interest statements were reviewed, for the period 07/01/18 - 06/30/19, were the compliance officer and, thereafter, the then existing governance oversight committee of the board of directors on 08/02/18. As to restrictions a member of the board or board committee must disclose the existence of his/her financial interest after which a determination of conflict of interest will be made. A voting member of the board of directors who receives compensation directly or indirectly, and a voting member of any committee whose scope of responsibilities includes compensation matters and who receive compensation, directly or indirectly, are precluded from voting on matters pertaining to that member's compensation; physicians who receive compensation, directly or indirectly, are precluded from membership on any committee whose primary scope of responsibilities includes compensation matters; and a management employee or a medical staff member with administrative responsibilities must disclose to the senior leader the existence of the financial interest and all related material facts. Also, the contracting policy contains a provision for disclosure of a financial interest on the contract routing form.”

“Compensation determination: er matthew dean, sr director of compensation upmc partners with e&y and korn ferry annually to conduct a market analysis for ceo's & top 10 executive vp's. The market review is then presented to their executive compensation committee for review and approval”

“Document availability: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“Board member compensation: no board members receive any compensation for their director duties. Michael callahan, do, is compensated by cole memorial as a physician. Jason tronetti, do, is compensated by cole memorial as a physician. Christan caramia, md, is compensated by cole memorial as a physician.”

“Organization's mission: upmc cole is a full service, comprehensive health system, serving potter, mckean, cameron, and tioga counties in rural, north central pa and portions of new york state and is the only hospital in potter county (coudersport, pa). Upmc cole is a critical access hospital providing primary, emergency, and specialty care, as well as rehabilitation and wellness services to patients within a 50-mile radius. Upmc cole strives to live up to its non-profit mission every day, providing excellent healthcare services to our area and listening and responding to the communities we serve. In an effort to plan for the unique needs of communities in the service area, five community benefit advisory committees were established as a major initiative to deepen and strengthen our connection with the community and to link community benefit activities to strategic and operational plans. The role of the committees are to identify the needs and concerns of the community, advise about the best way to partner with the community, aid in the development of meaningful community programs and activities, and promote improved communications between the hospital and the community. The hospital provides dedicated administrative time to planning and conducting five cbac meetings in the communities we serve three times per year.”

“Program service accomplishments: line 4a upmc coles home health and hospice services assist patients throughout the region, with a growing number of referrals and lower infection rates among state and national averages. This past year we provided over 22,000 visits. Line 4b two outlying centers offer imaging services, while all rhcs provide lab draws so patients don't have to drive to receive necessary testing. In addition to the family and internal medicine services at rhcs, physician practices also provide specialty care including pediatrics, gastroenterology, orthopedics, physiatry, surgery, podiatry, obstetrics/gynecology and oncology. Cole provided 109,200 patient visits this past year (including dental). Total visits this year were 124,300. Line 4c in addition to the hospital's acute care floors, upmc cole cares for patients in its 44-bed skilled nursing and rehabilitation unit which reported 15,075 days last year. Line 4d the organization also offers clinical services, clinics, and corporate services.”

“Other changes in net assets: $37,258,470 transfer from related party 462,316 deferred revenue 356,953 malpractice liability ------------ $38,077,739”

“Description:professional fees total fees:7137573”

“Description:purchased services total fees:6657386”

“Description:physician services total fees:5824542”

“Description:contracted services total fees:1272286”

“Description:director fees total fees:367700”