Augusta Medical Group

“The executive committee of the board shall consist of three directors, which shall include the chair of the board, the ceo of ahc, and one other member of the board, who must also be a member of the ahc board and be approved by the ahc board (the "ahc board member"). The chair of the board shall act as the chair of the executive committee. In the event of a conflict or unavailability of the ahc board member for a particular executive committee meeting, the chair of the board may appoint another member of the board to the executive committee for such meeting, provided that such individual must be without personal or financial interest in the particular issues to be discussed in such executive committee meeting, which would amount to a conflict of interest. The executive committee may exercise the authority of the board and shall have power to transact all business of the board and the management of the corporation during the period between meetings of the board, subject to the limitations set forth in these bylaws.”

“The organization delegates cfo duties to warbird. The management company provides jim gravel as an interim cfo. The organization paid warbird $130,617 for services.”

“Augusta health care, inc. (ahc) is the sole member of the organization.”

“The corporation's board of directors shall be elected by the ahc board of directors to terms of one year each member.”

“The board of ahc has the exclusive power to approve: (1) operating, research and education, budget, and capital expenditures, (2) compensation of physicians, (3) incurrence of debt, including leases or lines of credit, (4) the sale, lease, exchange, mortgage, encumbrance, or other disposition of assets other than in the ordinary course of business, (5) election of the members of the board of directors, (6) removal of the members of the board of directors, with or without cause, (7) election of the executive director, (8) amendment or restatement of the articles of incorporation and/or bylaws, (9) mergers, dissolutions, and major corporate transactions defined in the bylaws, (10) the establishment of policies in connection with major policy issues which the corporation must adopt and follow, and (11) supporting any organization deemed by the president of ahc to be a competitor of ahc or any of its operating divisions.”

“The return was prepared by an independent accountant with assistance and oversight by management of augusta health care inc. The cfo and corporate controller of augusta health reviewed the 990 draft. Requested changes and corrections were addressed by the tax preparer. The final draft of the return was posted on the organization's internal website with access restricted to the board. All questions as a result of this posting were resolved and answered timely.”

“The governance committee of augusta health care, inc. Is charged with reviewing the conflict of interest statements each year. The review is conducted in april after the annual board meeting and is additionally reviewed as changes occur in circumstances and is considered in management's governance decision making. Conflicts of interest are reviewed as a matter of business at every board and committee meeting. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with board delegated powers considering the proposed transaction or arrangement. Those found to be in a conflict of interest must abstain from voting and may be asked to leave the meeting depending on the topic and their degree of conflict.”

“Executive compensation program is administered by the Executive Committee of the Board, based on a compensation philosophy approved by the Board at large. Qualified third party consultants are engaged to provide appropriate market comparability, survey data, and to assist the committee with reviews. The base salary benchmarks are targeted at the 50th percentile with flexibility to pay above or below the 50th percentile using salary ranges with a 50% range spread to recognize an incumbent's individual experience, skill, performance, or other relevant recruitment or retention factors. Incentive opportunities are established at levels that when combined with salaries positioned at the 50th percentile, are sufficient to provide total cash compensation that targets up to the approximately market 75th percentile of total cash compensation levels. Total compensation shall not exceed the 90th percentile for any individual without full board approval and documentation of the Board's reasons for such compensation. The Board of Directors receives a full report from the Executive Committee on the full compensation program at Augusta Health in an executive session of the Board. Conflicted members are excused from the meeting. Material covered includes the design of the compensation program, as well as a disclosure on range of base salaries, market benchmark data, and earned incentive compensation levels. Additionally, prerequisites such as the senior executive retirement plan (SERP) program and other related benefits are periodically reviewed with the Board. For those members who are not present for this annual report and remain free of conflict of interest, the chairman of the board presents the same material in a separate session.”

“Photocopies of the form 990 are available upon request at the organization's accounting office. In addition, recent filings of the form 990 are available online at www.guidestar.org.”

“Copies of the organization's governing documents, conflict of interest policy, and audited financial statements are available upon request at the organization's accounting office. Please direct all requests to: augusta health care, inc. Accounting department p.o. Box 388 fishersville, va 22939-1000”

“Board members nelly maybee, david krieger, shelley snodgrass, and joan stalzer are paid as employees of the organization and not compensated for board member service.”

“The organization does not have a majority independent board per the irs's definition of an independent board member due to compensation from related organizations; however, augusta medical group was formed to supplement the services of its sole member, augusta health care, inc., and through a significant degree of management, governance reserved powers, and appointment rights, the sole member has effective oversight over the organization. The board of augusta health care, inc. Has an independent majority.”

“PURCHASED SERVICES: Program service expenses 246,905. Management and general expenses 71,023. Fundraising expenses 0. Total expenses 317,928. PHYSICIAN FEES: Program service expenses 8,287,418. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,287,418. OTHER FEES: Program service expenses 86,408. Management and general expenses 480,977. Fundraising expenses 0. Total expenses 567,385.”

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

“AUGUSTA MEDICAL GROUP ("AMG") IS ORGANIZED AND OPERATED IN MANNER THAT SUPPORTS AUGUSTA HEALTH CARE'S ("AHC") CHARITABLE PURPOSES THROUGH THE OWNERSHIP AND OPERATION OF A COMMUNITY PHYSICIAN DEVELOPMENT SERVICE. THIS SERVICE PROVIDES A MEANS TO ENABLE AHC TO: (I) RECRUIT AND EMPLOY A STABLE BASE OF PHYSICIANS TO SUPPORT THE LEVEL OF MEDICAL CARE PROVIDED THROUGH AHC; (II) RECRUIT AND EMPLOY PHYSICIANS IN A BROAD ARRAY OF SPECIALTIES TO ENHANCE THE OVERALL LEVEL OF SPECIALIZED CARE AVAILABLE WITHIN THE GREATER AUGUSTA COUNTY, VIRGINIA COMMUNITY; (III) CREATE A VEHICLE FOR FUTURE COLLABORATION BETWEEN THE HOSPITAL AND ITS MEDICAL STAFF; AND (IV) STABILIZE THE PROVISION OF PRIMARY CARE THROUGH EXISTING PHYSICIAN PRACTICES IN THE GREATER AUGUSTA COUNTY, VIRGINIA AREA. DEVELOPING THIS PHYSICIAN BASE THROUGH PHYSICIAN RECRUITMENT EFFORTS, PHYSICIAN AFFILIATIONS AND/OR EMPLOYMENT AGREEMENTS, AMG HELPS AHC PROVIDE THE COMMUNITY AN ADEQUATE NUMBER OF QUALIFIED PHYSICIANS PRACTICING IN HOSPITAL-BASED SPECIALTIES. AMG ALSO OWNS AND OPERATES PHYSICIAN PRACTICES AND PROVIDES OTHER HEALTHCARE RELATED OUTPATIENT SERVICES IN THE COMMUNITY SERVED BY AUGUSTA HEALTH. AS WITH AHC, AMG ENSURES THAT PATIENTS ARE TREATED FOR MEDICALLY NECESSARY CONDITIONS REGARDLESS OF RACE, RELIGION, ETHNICITY OR ABILITY TO PAY, IN A MANNER CONSISTENT WITH AHC'S CHARITY CARE PROGRAM. IN RECOGNIZING THAT NOT ALL INDIVIDUALS POSSESS THE ABILITY TO PURCHASE ESSENTIAL MEDICAL SERVICES, AMG DOES NOT PURSUE COLLECTION OF AMOUNTS DETERMINED TO QUALIFY AS CHARITY CARE. Focus on quality of care for patients: The physicians of Augusta Medical Group initiated and continue to provide support to the organization's Medical Home clinic and the Palliative Care program. These programs provide resources to enhance a patient's continuum of care with the goal of improving the patient's quality of life by providing additional access to post-acute health care services related to chronic disease management. This intensive use of resources in the outpatient setting reduces the utilization of emergent and/or inpatient services. Physician education: Augusta Medical Group physicians participate as preceptors for 3rd and 4th year medical students in cooperation with the Edward Via College of Osteopathic Medicine (VCOM) and Augusta Health Care Inc. ("the hospital"). The purpose of the affiliation is to promote quality undergraduate medical education and to increase and improve the healthcare workforce. It is the hope of the hospital and the Augusta Medical Group physicians that these medical students will gain experience working in a rural healthcare setting and hence decide to return to the community when entering the workforce.”