Uvmc Nursing Care Inc.

“Compensation for uvmcn's ceo is reviewed and approved by premier, with which uvmcn is an affiliate, on an annual basis. The review process performed by premier follows a market based compensation philosophy designed to attract and retain the executive talent required to meet the high-performance standards of our board and our community. Premier annually reviews executive compensation survey data for a regional peer group of systems and hospitals that are similar in size and complexity to premier and its affiliates. The data for the survey is provided by a third-party consultant group that is independent of premier. This report includes comparability for key executives, vice presidents, and director level positions. The independent comparability data is reviewed by the executive compensation committee on an annual basis. This committee is comprised of three members, all of whom are independent. This committee reviews in detail the compensation for the premier ceo, coo, cfo, chief integration officer, chief strategy officer, and the hospital ceos. Other positions are reviewed at a high level for reasonableness. All the meeting minutes are documented and kept on file along with any comparability data and the consultant report. After the compensation committee reviews and approves the compensation actions, the process is audited by the internal audit department. The executive compensation committee presents the compensation actions to the premier board annually. Form 990, part vi, section c, line 19: the governing documents and financial statements are made available to the public when required by law or for accreditation purposes. The conflict of interest policy is available upon request. Form 990, part xi, line 9: transfer from affiliates $478,277”

“The primary exempt purpose of uvmc nursing care, inc. (uvmcn) is to provide skilled nursing and rehabilitative services in a long-term healthcare setting to individuals in the community served by upper valley medical center, a related tax-exempt hospital. As a part of the uvmc health system, uvmcn is committed to preserving long-term access to quality health care services for miami county and the surrounding area. This organization was formed in 1987 to assure access to appropriate care at an acceptable cost for patients in a managed care environment. In june of 1989, it was granted tax exempt status. Koester pavilion is a 150-bed nursing home providing long-term care for skilled and intermediate care patients as well as freedom court, a specialized alzheimer's unit. Springmeade health center is a 99-bed nursing home offering a recuperative, rehabilitative health center and convalescent and extended care services including freedom court, a dedicated alzheimer's unit. Both nursing homes care for medicaid, medicare, insurance and private pay patients. Patient days for 2018 were: koester pavilion 42,027 springmeade 35,272 -------- total 77,299 the majority of the expenditures for uvmc nursing care, inc. Relates to the costs of the professional and nursing services needed to serve those entrusted to our care. Expenses associated with long-term care are reported on form 990, part iii, line 4a. Springmeade residence, located on the same campus as the health center, offers two- and three-bedroom retirement living coach homes. Springmeade coach homes are situated to offer a view of the natural beauty and visual amenities which surround the area. Services are designed to enhance the lives of the residents by providing: 1) all property taxes and insurance on the structures 2) year-round interior and exterior maintenance and grounds keeping 3) springmeade sponsored special events and social functions 4) electronic contact system that provides notification for rapid response to health emergencies. Expenses associated with the retirement community are reported on form 990, part iii, line 4b. Part v, question 2a: uvmcn does not have direct employees. Adcare health systems, inc. Provides all nursing, administrative, and financial services to perform the day-to-day operation of the nursing homes. Allocated personnel expenses are reported on part ix, line 24a of form 990. Form 990, part vi, section a, line 3: adcare health systems, inc., under the direction of the executive management team of uvmc, provides all administrative, nursing, and financial services to perform the day-to-day operations of the nursing homes. Form 990, part vi, section a, line 4: the definitive system reorganization agreement effective january 1, 2018 changed the sole member of uvmcn from uvmc to premier health (premier) and gave premier the power to appoint the board of uvmcn. Form 990, part vi, section a, line 6: uvmcn has one corporate member; premier, an ohio non-profit corporation. Form 990, part vi, section a, lines 7a & 7b: premier has the sole authority to elect the board of trustees for uvmcn. Premier as the operator of uvmcn develops and oversees the implementation of the strategic plan for uvmcn, which includes (but is not limited to) such matters as location of clinical and administrative services and the consolidation of such services. Uvmcn shall comply with and implement this plan and shall not take any action that materially departs from this plan without premier's approval. Uvmcn shall implement the capital and operating budget so approved and/or revised for it by premier. Uvmcn shall implement any business plan approved by premier. Uvmcn must have approval from premier to borrow in any fiscal year, guarantee in any year, or incur any lien or other encumbrance on any property in an amount equal to or greater than $1,000,000. Uvmcn must seek premier's approval for any acquisitions, sale or transfer of any material asset used in uvmcn's activities. Form 9”