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 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 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 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 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“During the tax year ended 6/30/15, no officers, directors, or key employees received compensation from the organization. Any executive compensation paid to officers, directors, or key employees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“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.”

“Once the return is prepared, the return is reviewed by the Finance Director. Subsequent to providing a copy of the return to the Finance Director, 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 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 board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); 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 process. Each person has a general ongoing obligation to promptly and fully report 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 report 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. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“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.CatholicHealthInit.org or at www.DACBOND.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, and none of whom are physicians. 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 urology, 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 - cmg provides care to all persons in the community who are abl”

“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.”

“Locum Tenum Physician Labor - Total Expense: 4361755, Program Service Expense: 4361755, Management and General Expenses: , Fundraising Expenses: ; Collection Fees - Total Expense: 697278, Program Service Expense: , Management and General Expenses: 697278, Fundraising Expenses: ; Physician Fees - Total Expense: 2033357, Program Service Expense: 2033357, Management and General Expenses: , Fundraising Expenses: ; Other Professional Fees - Total Expense: 1731982, Program Service Expense: 1531034, Management and General Expenses: 200948, Fundraising Expenses: ;”