Promedica Physician Group Inc.

“Effective december 31, 2016, promedica physician group amended its articles of incorporation. The significant changes are as follows: - the organization's structure was changed from a professional association to an ohio nonprofit association; and - promedica health system, inc. Became the sole member of promedica physician group.”

“As an ohio non-profit organization, this corporation has a corporate member.”

“Promedica health system, inc. (phs) is the parent corporation and sole member of promedica physician group (ppg). Phs has the right to (a) elect and remove the members of the board of trustees of ppg, and (b) fill any vacancy on the board of trustees.”

“While the board of trustees of each business unit is granted certain powers with respect to such business unit's operations, as the member, promedica health system, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the business unit's strategic plans and financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the business unit's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption or guarantee of any indebtedness, (v) sale, lease or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by the member and (vi) any merger, consolidation, reorganization, dissolution or liquidation.”

“Under the guidance of promedica health system, inc.'s (phs) tax consultants, form 990s are prepared by the respective accounting department of each affiliate and reviewed by the affiliate's finance leadership. After affiliate's finance leadership approval, copies of the form 990 for phs and their subsidiaries are provided to the respective company's board of trustees and are reviewed and signed by a principal officer prior to filing with the internal revenue service.”

“Promedica health system, inc. And affiliates (phs) have standards of conduct that apply to all phs board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member certification statement within 30 days of dissemination. Board member certification statements are compiled and reviewed by the v.p., audit & compliance/chief compliance officer (cco). Summarized information is forwarded for review to the chief financial officer, general counsel, business unit presidents and the president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the v.p., audit & compliance, any potential undisclosed conflicts. The audit & compliance department then conducts an audit of all board member certification statements (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliates for fair market value. The results of the audit are reported directly to the chair of the audit & compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified and their resolution. Any unresolved conflicts are addressed by the audit committee with recommendations to the full board as needed. Failure to file the certification statement, or the filing of a false or incomplete certification statement, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the board member's certification statement or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees, excluding employed physicians annually (or immediately if new conflicts of interest arise), all salaried employees and specifically identified hourly employees, excluding employed physicians, are required to complete and submit an electronic employee certification questionnaire by an established deadline that is communicated to the employee. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the v.p., audit & compliance of the number of annual employee certification questionnaires sent and received and copies of any questionnaires containing disclosures that warrant further review by the audit & compliance department. All new employees, excluding employed physicians, are provided either an electronic or paper copy of the employee standard of conduct and the employee certification statement which the new employee is required to complete prior to beginning employment. The audit & compliance department has access to a report that identifies all new hires. A sample of employees is identified and an audit is conducted to ensure that required documentation is on file. Identified conflicts are initially reviewed by the v.p., audit & compliance and if necessary discussed with the business unit president in which the employee works, and general counsel. If the conflict is considered a significant exposure risk for phs, a recommendation will be prepared for final approval of the phs president/ceo. Results of the employee process audit are included in the above report to the chair of the audit & compliance committee. Failure to complete the certification questionnaire, or the completion of a false or incomplete certification questionnaire, or failure to disclose”

“Promedica physician group's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of promedica physician group's top management official and other officers are made by a compensation committee of phs. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the promedica health system compensation committee every october. Salary adjustments are determined at the december meeting of the compensation committee. The compensation committee approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Promedica health system, inc. And subsidiaries provide any document open to public inspection upon request.”

“Joint venture operating agreements involving promedica health system, inc. Or its subsidiaries (collectively, phs) include provisions to protect phs's tax exempt status. Each agreement contains specific language related to the provision of health care services with focus on community health benefit and must follow a formal review process prior to contract execution. Phs continually ensures that its tax exempt status is protected by actively participating in the governance of all phs joint ventures.”

“Divestiture of wellcare physicians, llc net assets 8,288,466. Transfer of net assets from promedica physicians and continuum services -82,956,444. Transfer of net assets to mercy memorial hospital corporation -1,760,000.”

“Promedica health system, inc. - program service accomplishments established in 1986, promedica health system, inc. (promedica) is a mission-based, locally owned, not-for-profit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 27 counties in northwest ohio and southeast michigan and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in cutting-edge technology, innovative programs and family-centered facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of a patient's ability to pay. Based on needs that we have assessed within the communities we serve, promedica launched new services and programs in 2016 to help meet the growing demands of local consumers across all spectrums of life, including those individuals who are often the most vulnerable when it comes to health care: the elderly, poor and underserved. Promedica's mission is to improve the health and well-being of those we serve. This is reflected in our four core values, including: compassion - we treat our patients and each other with respect, integrity and dignity; innovation - we continually search to find a better way forward; teamwork - we partner with others because we are better together than apart; and excellence - we strive to be the best in all we do. Promedica and its affiliates comprise 332 sites, more than 2,300 physicians and approximately 15,000 employees and volunteers. During 2016, promedica discharged 73,502 inpatients and served more than 1,327,996 outpatients, while handling 317,795 emergency visits system-wide. Among the region's largest employers, promedica plays a significant role in economic development and stability in our region. During 2016, for every one dollar of revenue, another 27 cents was created in our service-area economy, with a total economic output of $4.0 billion. We also create a direct economic impact with our revenue, payroll and employment. Additionally, spending on services and materials with vendors in our region creates an indirect economic benefit. Our physicians and providers, leadership team members and employees individually contribute personal resources to the community in numerous ways - such as through tutoring elementary students in reading and other life skills, providing monthly health lectures at local senior centers, generously contributing to community fundraising campaigns such as united way, participating in medical missions, serving on local not-for-profit boards, and donating nonperishable goods to numerous local food pantries and churches - underscoring a key benefit of promedica being locally owned and operated. Promedica's member and affiliate hospitals include: the toledo hospital; toledo children's hospital (operating as part of the toledo hospital); promedica wildwood orthopaedic and spine hospital (a division of the toledo hospital); flower hospital; fostoria hospital association; defiance hospital, inc.; bay park community hospital; herrick memorial hospital, inc.; emma l. Bixby medical center; memorial hospital; and mercy memorial hospital corporation. In 2016, promedica also provided integrated services, comprised of: - promedica continuing care services corporation, providing rehabilitation, hospice, home care, ambulatory and senior services, community health, medical transportation services, and care coordination. - promedica physician group (promedica physicians), with approximately 900 healthcare providers, including primary care, obstetrics and specialty physicians, as well as advanced practice providers. Together, this group helps promedica broaden the care we offer to area residents, including in smaller, outlying communities. - promedica insurance corporation, the largest health maintenance organization physically located in northwest ohio. In 2016, paramount advantage provi”

“Communities, adding about 135 new primary care physicians, specialists and advanced practice providers in 2016. - promedica participated in dozens of community health fairs that included more than 7,000 free public screenings for high blood pressure, high cholesterol, body mass index and bone density. - a new collaboration between promedica physicians cardiologists and hematologists/oncologists brought a new service to promedica cancer institute patients at risk for heart damage. Located at flower hospital, the clinic sees cancer patients with a history of heart disease, and patients who develop heart complications during treatment. It is estimated that nearly one third of cancer patients experience long-lasting heart damage as a result of their treatment. - as part of its hunger-free initiative, promedica continued to implement a food reclamation program. More than 315,000 pounds of food have been reclaimed from partners such as hollywood casino, toledo hospital, and flower hospital since the program started in 2013. The food is distributed directly to community organizations that provide meals for those in need. - promedica cancer institute's (pci) community outreach included cancer screenings and education to the most vulnerable in our community. Free screening mammograms, as well as skin cancer and lung cancer screenings were provided for early detection. Prostate cancer screening, colorectal cancer education, and nutritional programs were developed to keep people healthy. Pci also hosted annual cancer survivor celebrations for survivors, friends and caregivers across the region and sponsored community events including the annual nw ohio susan g. Komen, race for the cure and american cancer society relay for life in lucas county. - a second food pharmacy opened in promedica's new health and wellness center, serving patients who screen positive for food insecurity and have a referral from their primary care provider. Patients are able to receive food for them and their family from this location or the original food pharmacy located at promedica's center for health services. As part of the program, each patient receives two to three days of supplemental food for their family. Through december 2016, more than 6,500 households (2,700 unique households) participated in the program and a total of 18,700 people were served. This translates to about 46,800 days' worth of food, the equivalent of 140,000 meals. - promedica launched an employee food assistance program in 2016 that is available at each hospital system-wide. It allows promedica employees who need assistance to receive a bag of food once per month. In the first six months, more than 650 employees were able to participate in this program. - through its advocacy fund, promedica continued to support local community organizations that provide assistance to those in need with basic necessities that directly impact individuals' health and well-being. This support amounted to grants totaling more than $81,000 in 2016. - promedica's summer youth employment program partnered 71 central-city teens ages 16 - 19 with mentors in departments such as human resources, radiology, dietary, and information technology to learn skills including customer service, punctuality and being accountable to others. - to help meet the need for school nurses in the toledo public school system (tps), promedica is funding nine additional school nurses, enabling all tps elementary schools to have a full-time school nurse. Studies have shown that full-time nurses in public schools can have a positive impact on health and strong academic outcomes. Promedica and tps continue to track and evaluate student health statistics to develop a sustainability plan and support ongoing funding for the program. - positioned to be a regional leader in research and innovations, promedica participated in more than 220 industry-sponsored clinical research trials as well as approximately 100 internal research projects conduc”

“Benefit through the cost - not reimbursed by the government - for treating medicaid and other means-tested patients. Promedica's total cost - not reimbursed by the government - for treating medicare patients during 2016 was $152,400,000 and is not reflected in the community benefit amount of $181,263,000 noted above. Indeed, promedica goes beyond industry standards in meeting the goal of providing care to everyone, regardless of their ability to pay. We provide hospital care free-of-charge to all families without insurance with incomes at or below 200% of the federal poverty level. In addition to free care for those families under this federal poverty level, promedica hospitals provide significant discounts to families with incomes of up to 400% of the federal poverty level. In many situations, other funding sources are secured and accommodations made. Promedica's policies are posted and available in writing in all promedica facilities. Also, financial advocates are available to help patients by explaining our free care and discount programs, and to assist with the paperwork necessary to qualify for government funding. Patient bills provide clear explanations, qualifications and reminders of these programs. In summary, promedica demonstrates its mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability, or age. And, we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, we provide these healthcare services; recruit and train healthcare professionals to serve the broader community; provide appropriate financial assistance; offer services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and present free educational classes, health fairs and other activities to our local community to help ensure all members have equal access to care.”

“Serving individuals and families in northwest ohio and southeast michigan, promedica physician group (ppg) offers a large selection of physicians and advanced practice providers who provide medical care and other healthcare services via an integrated approach through which they collaborate with other providers. This integrated delivery is more cost-effective than traditional delivery systems and helps to ensure patients have better access to care in the most appropriate setting. Ppg is part of promedica health system, inc. (promedica), a mission-based, locally owned, nonprofit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 27 counties in northwest ohio and southeast michigan, and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in patient-centered care, advanced technology, innovative programs, and family-oriented facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of patients' ability to pay. Ppg's well-equipped facilities are located in approximately 200 offices, and its network is comprised of approximately 900 healthcare providers certified in areas including anesthesiology, bariatrics, cardiology, critical care, ent, family medicine, gastroenterology, general surgery, hematology-oncology, hospitalists, internal medicine, neurology and neurosurgery, obstetrics/gynecology, occupational medicine, ophthalmology, orthopaedic surgery, pediatric cardiology, pediatric critical care medicine, pediatrics, psychiatry, sports care, surgical oncology, urology, and vascular medicine. During 2016, approximately 135 new providers were added, providing care to meet identified community needs, including offering specialty care in rural communities. Ppg treated more than 1.6 million patient encounters in 2016. In 2016, ppg contributed $30,183,000 in community benefit through community benefit expenditures, financial assistance and government-sponsored, means-tested health care. Through community health service services, subsidized health services and other community benefit operations, ppg contributed $856,000 to the community. Ppg also provided a significant amount of financial assistance to the community during 2016, of which $765,000 represented uncompensated amounts for treatment of patients who did not have the financial resources to pay for hospital services. Financial assistance represents the cost to provide service and does not include the costs for accounts written off to bad debt for patients who do not pay their bills. Its cost of bad debt for 2016 totaled $6,691,000. This amount is not included in the community benefit amount of $30,183,000 noted above. Further, ppg provided $28,563,000 of community benefit through costs - not reimbursed by the government - for treating medicaid patients. Also in 2016, the total costs - not reimbursed by the government - for treating medicare patients was $45,956,000 and is not included in the community benefit amount of $30,183,000 noted above. During 2016, ppg expended $185,408,000 in net payroll, providing 2,239 jobs. A total of $15,515,000 was withheld from employees in state and local taxes. In summary, ppg demonstrates its mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability or age. And, we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, promedica provides these healthcare services; recruits and trains healthcare professionals to serve the broader community; provides appropriate financial assistance; offers services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and presents free educational classes, health fairs and other activities to our local community”

“Promedica health system, inc. And its subsidiaries (promedica) prepares its community benefit reports consistent with guidelines published by the catholic health association of the united states and consistent with form 990, schedule h, hospitals, reporting. Community benefits are programs and activities that provide treatment and/or promote health and healing as a response to identified community needs. Community benefits reported by promedica respond to identified community needs and meet at least one of the following criteria: - improve access to healthcare service. - enhance the health of the community. - advance healthcare knowledge. - relieve or reduce the burden of government or other community efforts. Financial assistance consistent with its mission, promedica provides a significant amount of financial assistance to patients with limited or no ability to pay their bill. Promedica hospitals provide free care to those uninsured patients with incomes up to 200% of the federal poverty level. Significant discounts are also provided on a sliding scale to uninsured patients up to 400% of the federal poverty level. Financial assistance is reported in the form of cost to provide services and has been reduced to reflect reimbursement received from state programs designed to relieve the burden of providing financial assistance. The cost of financial assistance does not include the costs for accounts that are written off to bad debt for patients that do not pay their bill. Government-sponsored health care government-sponsored health care include services that are reimbursed or partially reimbursed through government means-tested programs such as medicaid. Promedica includes the unpaid costs of these public programs to the extent that payments received are less than the costs of providing services. The unpaid costs of treating medicare patients is reported separately and is not included in promedica's community benefit report. Additionally, the cost of financial assistance has been eliminated from any amounts reported in this category. Community health improvement services & community benefit operations community health improvement services include activities carried out for the express purpose of improving community health. These activities generally do not generate inpatient or outpatient bills as they extend beyond patient care activities and are subsidized by promedica. Community benefit operations include costs associated with dedicated staff, community health need and/or assessment, and other costs associated with community benefit planning and administration. Health professions education health professions education include costs for all educational programs promedica is involved with, the provision of a clinical setting for training for healthcare students outside the organization, and funding for healthcare education. Subsidized health services subsidized health services are services provided to the community despite a financial loss. These services generate a bill for reimbursement, and include clinical patient care services that are provided because they are needed in the community and other providers are unwilling, or unable, to provide the services, or the services otherwise would not be available to meet community needs. Research research activities include clinical and community health research, as well as studies on healthcare delivery. The amount reported for promedica is reduced by any external subsidies, such as grants. Cash and in-kind contributions cash and in-kind contributions include funds and in-kind services donated to community organizations and the community at large. In-kind services include hours donated by staff for community needs while on work time; as well as donations of food, equipment and supplies.”