Umsj Health System LLC

“FORM 990, PART VI, LINE 2 Francis X. Kelly and David E. Kelly have a family relationship. They also have a business relationship, as both are executives at Kelly & Associates Insurance Group.”

“Form 990, part vi, section a, line 6, line 7a and line 7b umms is the sole member of umsjhs. Umms may elect one or more board members of the governing body and all decisions of the governing body must be approved by umms.”

“Form 990, part vi, section b, line 11b umms engages the accounting firm grant thornton to prepare and review the irs form 990 for umms and its affiliates. Information needed to complete the return is gathered by accounting personnel in the finance shared services department under the supervision of the umms tax director and provided to grant thornton. Once a draft return is prepared, it undergoes multiple levels of review both internally by umms tax & finance personnel, and externally by grant thornton, including at the partner level. Following any necessary changes to the return, a final draft is reviewed by each affiliates vice president of finance and/or cfo. Prior to filing the irs form 990, the organization's board chairman, treasurer, audit committee chairman, executive committee chairman or other member of the board with similar authority will review the irs form 990. All board members are provided with a copy of the final irs form 990 before filing.”

“Form 990, part vi, section b, line 12c the organization's officers, directors and medical staff members, as applicable, shall disclose conflicts of interest or potential conflicts of interest between their personal interests and the interests of the organization, or any entity controlled by or owned in substantial part by the organization. A questionnaire which discloses potential conflicts of interest is distributed annually to officers, directors and key employees. The general counsel of umms reviews the responses for umms and certain other affiliates. The ceo or cfo of each of the other entities in the umms system reviews the responses for those entities. The general counsel, in consultation with the audit committee, if necessary, would determine if a conflict of interest existed. With respect to the other entities in the umms system, the general counsel may be called for consult. If so, the general counsel may consult the audit committee, if necessary. Whenever a conflict or potential conflict of interest exists, the nature of the conflict or potential conflict of interest must be disclosed in writing to the organization's board, board committee, an officer of the organization or other appropriate executive. Such individual having a potential conflict of interest shall play no role on behalf of the organization, or any organization controlled or substantially owned, in any transaction in which a conflict exists. All invitations for bids, proposals or solicitations for offers include the following provision: any vendor, supplier or contractor must disclose any actual or potential transaction with any organization officer, director, employee or member of the medical staff, including family members within five days of the transaction. Failure to comply with this provision is a material breach of agreement. In addition, a board disclosure report is filed with the maryland health services cost review commission on an annual basis showing any business transactions between the board members and the organization.”

“Form 990, part vi, section b, lines 15a and 15b the organization determines the executive compensation paid to its executives in the following manner prescribed in the irs regulations: executive compensation packages are determined by a committee of the board that is composed entirely of board members who have no conflict of interest. The committee acquires credible comparability market data concerning the compensation packages of similarly situated executives. The committee carefully reviews that data, the executive's performance and the proposed compensation packages during the decision making process. The committee memorializes its deliberations in detailed minutes reviewed and adopted at the next-following meeting. The committee seeks an opinion of counsel that it has met the requirements of the irs intermediate sanctions regulations. This process is used to determine the compensation packages for all management employees from the vice president level and up.”

“Form 990, part vi, section c, line 19 the organization's governing documents are made publicly available through the state of maryland via the secretary of state's office. The conflict of interest policy is generally available on the organization's or affiliate's website. Financial statements are made publicly available on a quarterly basis through filings on the electronic municipal market access ("emma") system.”

“Part iv, line 24a pursuant to a master loan agreement dated december 1, 2017 (the "master loan agreement"), as amended, umms and several of its subsidiaries have issued debt through the maryland health and higher educational facilities authority (the "authority"). As security for the performance of the bond obligation under the master loan agreement, the authority maintains a security interest in the revenue of the obligors. The master loan agreement contains certain restrictive covenants. These covenants require that rates and charges be set at certain levels, limit incurrence of additional debt, require compliance with certain operating ratios and restrict the disposition of assets. The obligated group under the master loan agreement includes umms, roi, um midtown, um baltimore washington, shore health (um memorial and um dorchester), um chester river, um charles regional, um st. Joseph, um upper chesapeake, um harford memorial, um laurel, um price georges, bowie health center (bowie), and the umms foundation. Each member of the obligated group is jointly and severally liable for the repayment of the obligations under the master loan agreement of the corporation's $1,745,628,000 of outstanding authority bonds on june 30, 2018. All of the bonds were issued in the name of umms and are reported on schedule k of its form 990.”

“Part vii, section a, col (b) umms is a multi-entity health care system that includes 13 acute care hospitals, 1 acute care hospital owned in a joint venture arrangement and various supporting entities. A number of individuals provide services to various entities within the system. In general, the officers and key employees of umms average in excess of 40 hours per week serving the different entities that comprise umms.”

“Form 990, part xi, line 9 energy rebate check $ 350,875 equity transfer - ummc $ 50,712 information systems - capital project $ 21,785 strategic priority funding $(3,872,555) swap $ (872,143) rounding $ (260) -------------- total $(4,321,586) ==============”

“Description:shared services total fees:40710979”

“Description:contracted services total fees:28510711”

“Description:physician contact fees total fees:7349569”

“Description:consulting total fees:3759177”

“Description:temp labor total fees:2799511”