Twin Rivers Medical PC

“Business relationships: certain listed officers and board members also serve as officers and board members of southwestern vermont healthcare enterprises, a related taxable organization.”

“Members, stockholders, or other persons: twin rivers medical pc is organized as a stock corporation. The corporation has one authorized shareholder. The sole shareholder/director is authorized to take such actions and execute such documents as they deem necessary and appropriate to carry out the purpose of the organization. The affairs of the corporation shall be managed and conducted by a sole director, subject to the authority and direction of the svmc board. The shareholder may not sell, assign, transfer, pledge or grant any other security interest or otherwise encumber or dispose of (collectively, transfer) any shares of the corporation, whether by death, devise or otherwise, except to a physician who meets the requirements of article i, section 1 of the corporation's bylaws, which state as follows: "the corporation's shareholder shall be required to meet the following criteria: (i) is authorized by law to practice medicine in the state of new york and designated by southwestern vermont medical center ("svmc") to be a shareholder of the corporation; (ii) is an employee of svmc and has executed an employment agreement with svmc; (iii) is a member of the medical staff of svmc; (iv) is engaged in the practice of medicine in the corporation within thirty (30) days of the date such shares are issued; and (v) subscribes to and complies with the shareholder agreement with the corporation. Upon termination of a shareholder's interest in the corporation, the shareholder shall be entitled to receive only one dollar ($1.00) per share." the shareholder shall not issue or authorize the issuance of any additional shares or amend the certificate of incorporation or bylaws in a manner adverse to the purposes set forth in this agreement, the certificate of incorporation, the bylaws or without the prior written consent of the corporation and svmc. In november 2022, the board of trustees of the corporation approved an affiliation and integration agreement (the agreement) with dartmouth-hitchcock health ('d-hh'). Under the terms of the agreement, the corporation and dhh will integrate their governance structures, coordinate their financial activities, and consolidate administrative functions over time to the extent that efficiencies can be achieved. The agreement became effective july 1, 2023, which had d-hh as the sole corporate member of svhc.”

“Please see form 990, section a, line 6 response above.”

“Please see form 990, section a, line 6 response above.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing with the irs, the draft 990 is reviewed by the sole director of twin rivers medical pc as well as the finance committee and the board of directors of southwestern vermont health care corp, a related organization.”

“Monitoring compliance with conflict of interest policy: trustees, senior officers, and senior medical staff members are required to disclose conflicts of interest and potential conflicts of interest to the corporate compliance officer annually. If the corporate compliance determines that a potential conflict of interest exists, the matter is referred to the audit and compliance committee for review and may be referred to the board of trustees.”

“Compensation review: the organization's ceo position is paid by southwestern vermont medical center (svmc). The process svhc/svmc uses to determine ceo compensation is as follows: the board engages an outside consulting firm to review comparable ceo salary data and uses national professional organization survey data in the determination of the ceo's salary and benefits. In addition, the board engages an outside consulting firm and also uses national professional organization survey data to review the wage data of other officers and key employees. Process begins with a request to svhc's/svmc's compensation consultant astron solutions to perform a market analysis of the ceo position. This report is used as the basis for structuring compensation for the ceo during the next contract period. Board leadership representatives review the wage information with the consultants to ensure executive salaries fall within the targeted range, and then a contract is drafted.”

“Document disclosure: the organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Purchased services: program service expenses 2,500,436. Management and general expenses 512,138. Fundraising expenses 0. Total expenses 3,012,574. Transcription services: program service expenses 34,261. Management and general expenses 7,017. Fundraising expenses 0. Total expenses 41,278.”

“The process has not changed from the prior year.”