The Memorial Hospital Foundation

“Care new england health system ("cne"), as the parent entity of this tax-exempt integrated healthcare delivery system, has the ultimate authority to elect the members of this organization's board of directors and has certain reserved powers as defined in this organization's bylaws.”

“The organization is an affiliate in the care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. Care new england health system is the parent entity of the system. The organization's federal form 990 was provided to each voting member of the organization's governing body (its board of directors) prior to the filing with the irs. In addition the care new england health system finance committee also performed a review of the federal form 990 prior to making it available to each voting member of its board of directors. The care new england health system board of directors has delegated to the finance committee the responsibility to oversee and coordinate the federal form 990 preparation and filing process for the tax-exempt affiliates of the system. As part of the organization's federal form 990 tax return preparation process the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance department leadership to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's internal working group, including, but not limited to, the individuals outlined above, for their review. The organization's internal working group and other individuals reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's internal working group and various other individuals for final review and approval prior to presentation of the federal form 990 to the members of the care new england health system finance committee. Following the finance committee's review the final federal form 990 was provided to each voting member of the organization's governing body prior to the filing with the irs.”

“The organization has a written conflict of interest policy and regularly monitors and enforces compliance with that policy. The policy requires that a conflict of interest disclosure form consistent with best governance practices and internal revenue service guidelines be circulated to officers, directors, and key employees annually. If a director discloses an interest that could give rise to a conflict, the director's potential conflict is referred to the board or the committee, which evaluates the conflict and its potential impact on the director's participation on the board or on certain issues that may come before the board. After consultation with counsel, the committee will take action, if appropriate and necessary, to address any such conflict in a manner consistent with the organization's conflict of interest policy.”

“As it relates to the former president, arthur j. Deblois, iii, who was employed by memorial hospital; a related internal revenue code section 501(c)(3) tax-exempt organization with a fiscal year end of september 30, 2014. Mr. Deblois terminated his association with the organization subsequent to the fiscal year ended september 30, 2013, the organization has an executive committee which also acts as a compensation committee for the salary of mr. Deblois. In order to determine compensation, surveys are conducted for area coo's. The committee also utilizes forms 990 from other hospitals in the state of rhode island. The compensation is then approved by the board of directors and a written employment contract is signed. The coo's salary is reviewed each year and is usually increased by a percentage no higher than the employees receive from the hospital. The board of directors of care new england health system ("cne") has a committee of directors known as the cne compensation committee ("the committee"). The committee is responsible for discharging the board's responsibilities regarding the total compensation program for executives and key physicians in conjunction with the memorial hospital president and chief operating officer. The committee at all times conducts itself free from executive management in its decision making process except with respect to decisions relating to the president and chief operating officer which are made in conjunction with the care new england health system chief executive officer. The actions taken by the committee enable this organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the memorial hospital senior management team, including, but not limited to, the memorial hospital president/chief operating officer and chief financial officer. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of directors; each of whom are independent and are free from any conflicts of interest. The committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the reviewing of hospital and healthcare system executive compensation and benefits throughout the united states. This study used comparable geographic and demographic market data including but not limited to similarly sized healthcare systems and hospitals, # of licensed beds and net patient service revenue. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which the executive compensation and benefits was reviewed and subsequently approved. The actions outlined above with respect to the committee and the establishment of the rebuttable presumption of reasonableness applies to certain senior management personnel, including, but not limited to, the president/chief operating officer and chief financial officer. The compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by the care new england health system compensation committee. In addition, the compensation and benefits of certain other individuals contained in this form 990 are reviewed annually by the memorial hospit”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of rhode island secretary of state.”

“The organization is an affiliate in the care new england health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. The system includes both for-profit and not for-profit organizations. Certain board of director members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990 for board members who receive no compensation for services rendered in a non-board capacity, represents the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of directors of other related organizations in the system, their respective hours per week per organization are approximately one hour. The hours reflected on part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time or part-time employees or independent contractors of a related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“Other changes in fund balance include: - net transfer from affiliates; $1,776,662.”

“This organization is an affiliate of care new england health system and affiliates; a tax-exempt, integrated healthcare delivery system ("system"). The system's parent entity is care new england health system. An independent big four cpa firm audited the consolidated financial statements of care new england health system and all entities within the system for the years ended september 30, 2014 and september 30, 2013; respectively and issued a consolidated financial statement with consolidating schedules by entity. An unqualified opinion was issued each year by the independent cpa firm. Care new england health system's audit committee assumes responsibility for oversight of the audit of the system's consolidated financial statements and the selection of an independent auditor.”