Centennial Medical Group Inc

“The organization's top management official's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the korn ferry hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The korn ferry hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by korn ferry hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 11, 2017. In addition, korn ferry hay group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“Centennial medical group (cmg) contracts employees from mercy medical center, inc. All officers, directors and key employees that are contractually employed by cmg are subject to the compensation review policy of mercy medical center. Mercy medical center, inc annually seeks comparable market data for their vps from an independent source. The data is presented to a subcommitte of the board who approves any increases from a market perspective. Increases are recommended depending on the data and finances. For key personnel that have employment contracts in place, the contract is followed for any increases (most contracts are for 3 yrs). Contract renewals are approved by a physician transaction committee. Employees that have employment contracts aren't part of the merit or market review process. Persons eligible for merit increases have an annual evaluation that is approved by the highest level of senior management.”

“The board chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair will assume the chair's role outlined in the coi policy. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the coi policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required within the coi policy, the matter shall be submitted to the board's executive committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the executive committee minutes and will be reported to the board. The board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which chi or a chi entity is a party and in which the trustee or corporate officer either: * has a material financial interest; or * is a trustee or corporate officer of the other party (other than a chi-affiliated organization). The board must approve the transaction by a majority of the trustees on the board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between chi or chi entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the board determines that the transaction is fair to chi or the chi entity. The board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with chi or a chi entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested trustees, the board shall take whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of chi or the chi entity. The board should consult with the general counsel of chi or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the board, the trustee or corporate officer, as appropriate, must disclose all of the material facts to the board. The trustee shall not vote and the trustee or corporate officer shall not use his or her personal influence on the matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be of significant importance. The trustee or corporate officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the board shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested trustee or corporate officer was excused during the discussion, and that the interested trustee abstained from voting. If the board reasonably believes that a trustee or corporate officer has failed to disclose ei”

“Pursuant to section 8.1 of the bylaws of centennial medical group, inc., the board of directors may, by resolution adopted by a majority of the voting directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee other than the nominating advisory committee shall consist of at least two directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be subject to ratification by the full board of directors. The provisions of article vi of these bylaws with respect to regular and special meetings, quorum, manner of acting, action without a meeting, notice, and waiver of notice shall also apply to all committees established by the board of directors.”

“According to the bylaws of centennial medical group, inc., the entity's sole member is mercy medical center, inc., an oregon nonprofit corporation.”

“Pursuant to section 6.5 of centennial medical group, inc.'s bylaws, directors shall be appointed by the corporate member no later than june 30th of each year, as needed to fill any expired terms or vacancies among the directors.”

“The organization's corporate member is mercy medical center, inc. (mmc). Pursuant to section 5.4 of the organization's bylaws, both mercy medical center and catholic health initiatives (chi) (mercy medical center's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the mmc's board: *approve members of the centennial medical group board *amendment of the corporate documents of centennial medical group *approve removal of a member of the governing body of centennial medical group *adoption of long range and strategic plans for centennial medical group. The following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: *substantial change in the mission or philosophy of centennial medical group *removal of a member of the governing body of centennial medical group *approval of issuance of debt by centennial medical group *approval of participation of centennial medical group in a joint venture *approval of formation of a new corporation by centennial medical group *approval of a merger involving centennial medical group *approval of the sale of all or substantially all of the assets of centennial medical group *to require the transfer of assets by centennial medical group to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5.2 of the organization's bylaws, mmc or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The return is reviewed by the finance director. Once the form 990 has been approved by the finance director a copy of the return is provided to the board members prior to being filed with the irs. Subsequent to providing a copy of the return to the board mmebers, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the finance director.”

“Catholic health initiatives ("chi") has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of all of its activities. The policy applies to chi board of stewardship trustees and members of its committees; all chi entity board and board committee members; all chi employees; and all chi research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person must promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. At the time of initial appointment, a copy of the policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the policy shall be distributed to all employees. In addition, a conflict of interest disclosure will be provided. The employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following persons must complete a new conflict of interest disclosure: * board and board committee members; * employees at the level of vice president and above; * researchers * supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * other employees as deemed applicable by chi leadership disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the conflicts of interest review committee ("c-circ"), national or regional legal services, national, entity, or research corporate responsibility program, or the executive committee of the board or board chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to chi's business, whether the person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a person has, or is considering initiating, a business interest or relationship outside of chi but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this policy, the person should consult with local corporate responsibility program (crp) staff or chi legal services group (lsg) staff, as appropriate. As appropriate, a coi management plan will be developed. With respect to those audiences for which the c-circ has review responsibility, the c-circ will facilitate development of any such coi management plan in collaboration with local crp staff or chi lsg staff, as appropriate. This plan will include documentation of”

“The organization's conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org.”

“Centennial medical group (cmg) contracts physicians from mercy medical center, inc. (mmc), a related organization. These physicians are contractually employed by cmg, and are reported on part vii as required. However, since these employees are paid by mmc, cmg did not report any employees on form w-3. Accordingly, the organization has reported zero on form 990, part v, line 2a and form 990, part vii, section a, line 2.”

“Centennial medical group (cmg) is an oregon non-profit corporation formed on january 1, 2009, to increase access to quality clinical physician services for the residents of douglas county, oregon, the service area of its sole member, mercy medical center. Douglas county, oregon is a designated health professional shortage area (hpsa). Mercy medical center (mmc) is the applicant's sole corporate member and an oregon non-profit hospital exempt from federal income tax as an organization described under 501(c)(3) and 170(b)(1)(a)(iii) of the internal revenue code (irc) pursuant to the group ruling issued to the united states catholic conference of bishops. Founded in 1909, mmc is a 174-bed facility with a level iii trauma designation with an adult and adolescent intensive care. Mmc operates a 24-hour emergency room 365 days per year. The emergency room is open to all individuals regardless of ability to pay. Mmc participates in medicare and medicaid, and has an active charity care program. Mmc serves all persons in douglas county, oregon (pop. 107,000) on a nondiscriminatory basis regardless of ability to pay. Mmc has a board of directors that is comprised of independent community representatives. Cmg is exempt from tax as an irc 501(c)(3) charitable organization with non-private foundation status as a publicly supported organization pursuant to irc 509(a)(2). Cmg is a multi-specialty physician clinic serving the residents of douglas county, oregon. The formation of cmg provides an integrated platform for the delivery of health care by cmg's employed hospitalists, primary care physicians and specialists. Because the physicians will be integrated into one multi-specialty practice, it is anticipated that physicians will better coordinate training and education activities among the specialties. Further, as a result of the integration, patients will benefit from access to a broad range of primary and specialty physicians capable of providing well coordinated care. Mmc will provide cmg with back office support including but not limited to accounting, provider contracting, investment support, human resources, and practice management, as well as access to patient electronic medical records. Mmc's support will free cmg's physicians to focus on what they do best - delivery of high quality patient care. Further, as mentioned previously, cmg is located in a designated health care shortage area. Mmc works with a local team of community health representatives to ascertain the need for other physician specialties in the community. The team's most recently conducted needs assessment indicated a shortage of physicians in douglas county for specialties including hospitalist, physical medicine, neurology, orthopedics, gastroenterology, urology, radiation/oncology, and psychiatry. The existence of cmg as an efficient, well-integrated primary and specialty clinic is expected to have a positive impact on mmc's ability to recruit additional specialty physicians to the community. Cmg meets the following criteria, qualifying it as an irc sec. 501(c)(3) health care organization. Community board - mmc's board of directors is comprised of 25% physicians, 65% community members and 10% management. Cmg has a three person board, all of whom are appointed by the corporate member, one of whom is a physician. Accordingly, because the cmg management must act under the direction of the mmc community board, cmg is ultimately controlled by an independent community board. Open medical staff - cmg was formed to consolidate the patient care of cmg's specialists in the areas of pathology, cardiology, surgery, hospitalist, orthopedics, pulmonology, and gastroenterology. Whether mmc's medical staff privileges are open for a particular specialty has been determined on a service by service basis. Of the cmg specialty areas, only the hospitalists and pathologists are closed specialties. Hospital care - consistent with the policy of mmc and cmg, cmg accepts medicare and medicai”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Centennial medical group (cmg) contracts physicians from mercy medical center, inc. (mmc), a related organization. These physicians are contractually employed by cmg, and are reported on part vii as required. However, since these employees are paid by mmc, cmg did not report any employees on form w-3. Accordingly, the organization has reported zero on form 990, part v, line 2a and form 990, part vii, section a, line 2.”

“Other Fees for Services - Total Expense: 109743, Program Service Expense: 96323, Management and General Expenses: 13420, Fundraising Expenses: 0; Consulting - Total Expense: 3527, Program Service Expense: 2633, Management and General Expenses: 894, Fundraising Expenses: ; Contract Services - Total Expense: 113501, Program Service Expense: 84739, Management and General Expenses: 28762, Fundraising Expenses: ; Contract Labor - Total Expense: 189431, Program Service Expense: 141428, Management and General Expenses: 48003, Fundraising Expenses: ; Purchased Services - Total Expense: 3807235, Program Service Expense: 2842455, Management and General Expenses: 964780, Fundraising Expenses: ;”