Uvmc

“The 990 tax return and attached schedules are prepared by a staff member in the tax department of Premier Health (Premier), of which UVMC is an affiliate. The return is reviewed by the Tax Manager and the Director of Tax Compliance of Premier. The return is concurrently sent to Ernst & Young U.S. LLP for their review. After all changes from the above groups are made, the return is reviewed by the Vice-President/Controller of Premier and the Chief Financial Officer of this entity. A final version is sent to Ernst & Young U.S. LLP for a final review and then provided to the Board of Trustees for review. At a Board of Trustees meeting, the vice president/controller of Premier (or designee) shares detailed information on compensation and other key areas, as well as addresses any other questions from the Board of Trustees, pending their review. The 990 tax return is also shared with the audit comittee of Premier.”

“PREMIER HEALTH (PREMIER), OF WHICH UVMC IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, OFFICERS, EXECUTIVE DIRECTORS, VICE PRESIDENTS, DIRECTORS, PURCHASING DEPARTMENT STAFF, AUTHORIZED PURCHASERS, MEDICAL DIRECTORS, DEPARTMENT AND SECTIONS CHAIRS, AND ALL EMPLOYED PHYSICIANS TO ANNUALLY REVIEW THE PREMIER COMPREHENSIVE CONFLICT OF INTEREST STATEMENT, AN EXPLANATORY MEMORANDUM, THE ANTITRUST COMPLIANCE POLICY, AND COMPLETE AN INDIVIDUAL QUESTIONNAIRE DISCLOSING ANY POTENTIAL CONFLICTS AS DEFINED IN THE CONFLICT OF INTEREST POLICY. THIS IS ACCOMPLISHED EITHER BY WAY OF AN ELECTRONIC COMMUNICATION SENT OUT DIRECTLY BY THE CORPORATE COMPLIANCE DEPARTMENT OR BY WAY OF A MEMO SENT OUT FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF PREMIER. IT ALSO INCLUDES AN EXPLANATORY MEMORANDUM OF SPECIFIC ACTIVITIES THAT MIGHT GIVE CAUSE TO A CONFLICT AND AN INDIVIDUAL QUESTIONNAIRE TO DISCLOSE ALL SUCH ACTIVITIES. THIS QUESTIONNAIRE MUST BE COMPLETED AND SIGNED BY THE INDIVIDUAL. THIS CORRESPONDENCE INCLUDES A COPY OF THE ANTITRUST COMPLIANCE POLICY THAT MUST BE SIGNED BY THE INDIVIDUAL. ALL OF THESE DOCUMENTS ARE SENT TO THE CORPORATE COMPLIANCE OFFICER. THE CORPORATE COMPLIANCE DEPARTMENT ENSURES ALL FORMS ARE RETURNED AND RETAINS THE DOCUMENTS FOR FIVE YEARS. IN ADDITION, AT EACH MEETING OF THE BOARD OR ANY BOARD COMMITTEE, FOLLOWING APPROVAL OF THE PREVIOUS MEETING'S MINUTES, THE BOARD COMMITTEE CHAIR SHALL REQUEST ANY BOARD MEMBER WHO PERCEIVES A POTENTIAL CONFLICT OF INTEREST ON ANY OF THE MEETING'S AGENDA ITEMS TO DISCLOSE THE POTENTIAL CONFLICT. ADDITIONALLY, AT ANY BOARD OR BOARD COMMITTEE MEETING WHERE THE SUBJECT OF CONFLICT OF INTEREST IS DISCUSSED, THE MINUTES SHALL CONTAIN THE NAME OF THE PARTY DISCUSSING A POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST AND WHETHER A CONFLICT OF INTEREST WAS FOUND TO EXIST. IF A CONFLICT OF INTEREST IS DETERMINED BY THE BOARD TO EXIST, THE MEMBER WILL BE EXCUSED FROM PARTICIPATING IN ANY DISCUSSION OR VOTING ON THE PARTICULAR AGENDA ITEM. THE Chief COMPLIANCE and Risk OFFICER REPORTS THE RESULTS OF THE PREMIER CONFLICT OF INTEREST QUESTIONNAIRES NO LESS THAN ANNUALLY TO THE BOARD OF TRUSTEES BY WAY OF THE COMPLIANCE AND AUDIT COMMITTEE. THIS REVIEW IS DOCUMENTED IN THE MINUTES OF THE MEETING. PERIODICALLY, THE INTERNAL AUDIT DEPARTMENT WILL REVIEW A SAMPLE OF COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES AND REPORT THE RESULTS TO THE COMPLIANCE AND AUDIT COMMITTEE. THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRES ARE INDIVIDUALLY SUMMARIZED IN A DOCUMENT AND SENT ELECTRONICALLY TO THE FINANCE DEPARTMENT FOR ANY NECESSARY DISCLOSURES REQUIRED ON THE 990 TAX RETURN.”

“Premier Health (Premier), of which UVMC is an affiliate, 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. The 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 which are independent. This committee reviews in detail the compensation for the Premier CEO, COO, CFO, 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.”

“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 on the company website. Form 990,Part VII, Line 1a, Item 17: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hospital. The compensation reported on Part VII & Schedule J, Part II includes all of his reportable compensation, even though Upper Valley Medical Center is reimbursed by the unrelated hospital for his time spent at that institution.”

“UVMC has designated its investments as trading. In accordance with the AICPA, Guide for HealthCare, all unrealized gains and losses are recognized through the Profit and Loss statement. For 990 reporting, this activity is excluded per the instructions by the Internal Revenue Service.”

“UVMC is the parent company of the organizations listed below. As such, it coordinated the management of a tax-exempt hospital and healthcare delivery system in Troy, Ohio and surrounding areas. The community benefits from this coordination by having available a continuum of care, which allows for the introduction of the most appropriate and cost effective care. Service options and alternative organizations, i.e. not related to UVMC, available for delivery of care are also explained to patients allowing them to choose the organization which best meets their individual needs. Controlled entities: Upper Valley Medical Center Exempt Upper Valley Nursing Corp Exempt Upper Valley Professional Corp Exempt UVMC Foundation Exempt UVMC Management Corp Non-Exempt UVPC Specialists, Inc Exempt After Hours Family Care, Inc Non-Exempt Med-Terra, Inc Exempt Atrium Health System, MedAmerica Health Systems Corp (MedAmerica), Catholic Health Initiatives (CHI) and UVMC, all IRC Section 501(C)(3) organizations, have agreed to jointly operate separate healthcare systems pursuant to the terms of a Joint Operating Agreement. This joint operation is performed through Premier Health, an Ohio non-profit corporation. Under the guidance of Premier Health, Atrium Health System operates Atrium Medical Center, MedAmerica operates Miami Valley Hospital, UVMC operates Upper Valley Medical Center and Samaritan Health Partners operates Good Samaritan Hospital. Form 990, Part VI, Section A, Question 3 PREMIER HEALTH (PREMIER) AS THE OPERATOR OF UVMC DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR UVMC, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE EXPENSES AND THE CONSOLIDATION OF SUCH SERVICES. UVMC SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. UVMC SHALL IMPLEMENT ANY CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. UVMC SHALL IMPLEMENT THE BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF UVMC WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO INSURERS. UVMC 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. UVMC MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN PREMIER'S ACTIVITIES. Form 990, PART VI, SECTION A, LINE 7A Premier Health (Premier) has the right to request UVMC to remove a trustee of the corporation if Premier has determined that such trustee is frustrating the goals and purposes of Premier. Such request shall not be unreasonably refused by UVMC. Form 990, PART VI, SECTION A, LINE 7B See the response above for Form 990, Part VI, Section A, Question 3.”

“Transfer to affiliates $(4,703,723)”

“Under the ownership rules of IRC sections 958(A) and (B),the taxpayer is required to file form 5471, Information return of U.S. persons with respect to certain foreign corporations, as a category 5 filer with respect to certain controlled foreign corporations (CFCS). These filing requirements are or will be satisfied through the filing of forms 5471 for these CFCS by other U.S. taxpayers identified below who have the same filing requirement. Samaritan Health Partners 110 N Main St, Suite 500 Dayton, Ohio 45402 EIN: 31-1107411”