Aultman Health Foundation Group Return

“Edward j. Roth iii and harry c.c. Macnealy have a business relationship. Rick l. Haines and victoria haines have a family relationship.”

“Aultman hospital (ah), the aultman foundation (taf), aultman orrville hospital (aoh) and aultman north canton medical group (ancmg) have a single member, aultman health foundation (ahf). Ahf has a right to participate in each organizations' goverance and approve significant decisions of each organizations' board of directors. Aultman college of nursing and health sciences (acon) has a single member, aultman hospital (ah). Ah has the right to participate in acon's governance and approve significant decisions of the acon's board of directors.”

“Ah's sole member, ahf, has the right to elect the ceo of ah, who shall be the president of ah and an ex-officio voting member of the board of directors of ah. Ahf also elects its own members, from which it nominates members for the ah board of directors. Ah directors shall be members of the ahf board of directors. Ahf also has the power to ratify ah's board of directors selection or removal of officers. Acon's sole member, ah, has the right to elect, evaluate, reappoint, and remove all directors of the acon board including the filling of any vacancies. Taf's sole member, ahf, has the right to appoint all the directors of the taf's board. Aoh's sole member, ahf, has the right to appoint or replace the directors of aoh's board from a slate of candidates presented by aoh's board. The sole member of ancmg is ahf. Ahf, as sole member, has the reserved power to elect or appoint board members.”

“Ah's sole member, ahf, has the following approval rights, whether reserved to it or subject to approval by it: approval of the annual budget, bylaws, articles of incorporation, borrowing, lending, all mergers and acquisitions, and executive compensation; election of a ceo, who serves as the president of ah and an ex-officio voting member of the board of directors of ah; ratification of the election and removal of officers, except for vice presidents; and the election of the ahf directors, from which it nominates directors for ah's board. Acon's sole member, ah, has the following approval rights: the sale of substantially all of the assets of acon, mergers or affiliations; the formation of subsidiaries and the dissolution or divestiture of the same; any action or failure to act that could adversely impact the tax-exempt status of acon, the dissolution or divestiture of the same; any action or failure to act that could adversely impact the tax-exempt status of acon, compliance with federal or state law, or the ability of the member to obtain payment of certain costs under applicable medicare reimbursement regulations; the borrowing of money for capital purposes or for any purpose not involving day-to-day operations of acon; the purchase, sale, lease (as lessee or lessor) or disposition of real property of acon; the appointment of fiscal auditors; the adoption, altering, amending, or repealing of the articles of incorporation and code of regulations; the liquidation, dissolution, winding up or abandonment of acon; the approval of the acon's strategic plan, upon the recommendation of the acon board; the review and approval of all yearly capital and operational budgets of acon, upon the recommendation of the acon board; and any other matters reserved for the member under ohio law. Taf's sole member, ahf, must approve by resolution of the ahf board or executive committee of the board, the following actions of taf's board: adoption of the strategic plan; approval of the annual budget; amendment or restatement of the articles of incorporation; incurrence of debt outside of the financial thresholds established by the sole member; and indemnification of an officer or director of taf. Aoh's sole member, ahf, has the right to approve the following action of aoh's board: amending or restating the articles of incorporation or the code of regulations; effecting a merger, consolidation, affiliation or change in control with an entity not affiliated with the member; executing the sale, transfer, exchange or other disposition of greater than 5% of aoh's assets; effecting partial or total dissolution; and incurring any debt or indebtness on behalf of the hospital. Only the sole member has the authority to take the following actions: approving appointment or termination of the president and ceo of aoh and giving the final approval of the annual operating and capital budget of aoh. Ahf, as sole member of ancmg, has the reserved power to approve any change in the organization's mission or purpose, approve any amendment to the organization's articles of incorporation or approve any amendment to the code of regulations.”

“A detail review of the form 990 is performed by an independent cpa firm. Ahf's finance department carefully reviews and analyzes the tax return. The department reconciles the general ledger amounts to the appropriate schedules on the form 990 and compares those amounts to the audited financial statements. In addition, the finance department does a comparative analysis to the prior year return. The analysis and reconciliation schedules along with a complete copy of the 990 are provided to the chief financial officer for review and approval. A complete copy of the 990 is then made available to the board of directors through a secured internet portal prior to the filing date.”

“The board of directors have a conflict of interest policy. As a result of this policy, each year board members, officers, and senior staff complete a form disclosing any conflicts of interest they may have. The compliance office reviews these disclosure forms and informs the board chairman, and other appropriate officers, of notable conflicts, if any. Those with conflicts are asked to recuse themselves from discussions relating to the conflict.”

“The aultman health foundation and its affiliated entities uses the following reference materials for the development of executive compensation: ohio hospital association (oha), mercer integrated health network, including survey data for both hospitals and health plans, and sullivan coder and associates (sca) and the chronicles of higher education and college and university professional association for human resources (cupa). Additional sources of salary survey data are available for use where appropriate including compdatasurveys. Com, salary. Com, and champs in these cases, the survey is referenced where applicable executive performance, wage recommendations and bonus payments are reviewed by the ceo prior to review and approval by the compensation committee of the aultman health foundation board of directors. The ceo's compensation is also reviewed and approved by the compensation committee the compensation committee of the aultman health foundation board of directors has engaged sullivan coder & associates, inc., an independent compensation consulting firm for review of executive compensation practices. The aultman health foundation and its affiliated entities use the following reference materials for the development of physician compensation: medical group management associates ( mgma), american medical group association (amga), hospital and healthcare compensation service ( hhcs) and sullivan coder and associates ( sca). In addition to salary surveys, aultman hospital also retains an independent consulting firm for physicians compensation services all physician compensation recommendations are sent to the ceo, vp of physician services, coo, and cno for final approval.”

“Aultman health foundation and subordinate organizations make governing documents, conflict of interest policies, and financial statements available to the public upon request.”

“Interest rate swap settlement -34,941. Interfund transfers -20,252,801.”

“This group return contains the activity of all the subordinate organizations included under group exemption number 6141 of the aultman health foundation. This return is marked initial as this is the first year a group return has been filed for these subordinates as these organizations have filed separate returns in prior years. These subordinates are: aultman hospital (34-0714538) aultman college of nursing and health sciences (20-1359433) the aultman foundation (20-8090459) orrville hospital foundation dba aultman orrville hospital (34-0733138) aultman north canton medical group (34-1088530)”

“Aultman health foundation group return employer identification number: 32-0483994 for the year ending december 31, 2015 aultman health foundation group return is making the de minimis safe harbor election under reg. Sec. 1.263(a)-1(f).”