Partners Physician Group

“Partners physician group has one member, akron general medical center. Akron general medical center is organized in ohio as a non-profit organization and is recognized as exempt from federal income tax under irc 501(c)(3). Akron general medical center is not a private foundation.”

“Akron general medical center is the sole member of partners physician group. It has the power to appoint the members of the board of partners physician group.”

“Akron general health system (aghs) is the sole member of partners physician group (ppg). It reserves the following powers with respect to ppg the power: to elect and remove members of the board of directors, appoint chair and vice chair of the board and appoint and confirm the president of ppg subject to confirmation by ppg's board; to approve all vice presidents of ppg; to amend ppg's code of regulations; to approve each annual operating and capital budget and strategic plan of ppg; to approve the following where the value exceeds an amount predetermined for each by aghs - contracts, investments, donations of corporate assets and debt obligations; to approve independent and internal auditors, and all accounting policies; to approve all plans of merger, consolidation or voluntary dissolution of the corporation; to approve the sale, lease, exchange, mortgage, pledge or other disposition of more than 10% in value of gross property and assets of the corporation in any one fiscal year; to approve the creation of controlled or owned subsidiaries or affiliates by the corporation; to approve executive compensation and benefits; to approve all new written policies of ppg.”

“The form 990 is reviewed by experienced and qualified members of the finance division tax department. Prior to filing, key sections of the form are reviewed with experienced and qualified members of the law department. The entire return is also reviewed with the cfo, the audit committee chairperson and the audit committee vice chairperson. Upon confirmation of successful e-filing from the irs, a copy of the final e-filed return will be made available to appropriate members of the governing body.”

“Partners physician group is an affiliate of the cleveland clinic foundation ("ccf"). It is subject to that organization's conflict of interest ("coi") policy. Ccf has adopted a coi policy consistent with the model irs coi policy. It applies to directors, officers and trustees of ccf and all its affiliates, both exempt and taxable. Under the board of directors policies and procedures for dealing with conflict of interest issues (the policy), a director, officer or trustee who has a conflict of interest with respect to a proposed contract, transaction, or arrangement must refrain from voting on any matter relating to the contract, transaction, or arrangement. In addition, the directors, officers and trustees must annually disclose any interests as defined in the policy that may be considered a potential conflict of interest. Failure to timely reply is to be addressed by the committee under the policy. The directors, officers and trustees have a continuing obligation to notify the chief governance officer at any time during the year if any of their disclosures change or if a new disclosure is required under the policy. The board of conflict of interest committee (the committee) meets at least four times a year and reviews the disclosures, any proposed arrangements that may involve a potential conflict of interest, and documents its conclusions. Under the policy, the interested persons may attend a meeting at the discretion of the board of directors, or the committee, to provide information or answer questions, but such persons may not be present during final consideration or voting on the contract, transaction or arrangement.”

“The reporting organization itself does not determine the compensation of its top management official or its key employees. The compensation of such persons is determined by its parent organization, akron general health system (aghs), an organization exempt from federal income tax under internal revenue code (irc) section 501(c)(3). In accordance with aghs's executive compensation policy, the process for determining the compensation of the reporting organization's top management personnel is modeled after the requirements found in internal revenue code section 4958 for establishing the presumption of reasonable compensation. The process calls for recommendations - developed by an independent compensation consultant, based on comparable market data from published surveys and the forms 990 of comparable organizations - that are within the range of the total compensation and benefits of similarly situated persons at similarly situated organizations. These recommendations are reviewed by the compensation committee of aghs's board of directors. The compensation committee is comprised of independent persons and the deliberations are documented, contemporaneously, in the committee's minutes. With the exception of aghs's ceo, the compensation for the reporting organization's top management - as well as all persons listed in part vii and schedule j who were compensated by related organizations - was reviewed for reasonableness using this process in 2014. The compensation committee and board leadership, requested that executive compensation review be deferred until 2016, and therefore, no adjustments to compensation were made in 2015. During 2014, aghs's ceo's contract was prepared for renewal using the process described above. In january 2015, the board approved the recommendation of the compensation committee and executed a new three-year agreement with the ceo.”

“The reporting organization is a member of the cleveland clinic (ccf). Ccf makes certain of its key documents available to the public on its website, www.clevelandclinic.org, under the "about cleveland clinic" section. In this section, the financial statements, annual report, community benefit report, ccf's conflict of interest policy, and corporate compliance policies are available.”

“Transfers from affilated organizations 38,929,312.”

“On november 1, 2015, the cleveland clinic foundation became the sole member of akron general health system. Partners physician group is a subsidiary or akron general health system. Akron general health system, and its subsidiaries, were included in the cleveland clinic foundation's audited financial statements for the year ended december 31st, 2015. Consequently, the oversight process for the audited financial statements was conducted by the cleveland clinic foundation.”