Johnson Memorial Hospital Inc

“Trinity health of new england, the sole member of johnson memorial hospital, contracted with healthsource partners llc for the provision of interim financial management services by sean fitzpatrick to trinity health of new england and its subsidiaries. In calendar year 2023, trinity health of new england paid $105,053 to healthsource partners llc for these services. Johnson memorial hospital does not know how much sean fitzpatrick received as wages from healthsource partners llc in calendar year 2023.”

“The sole member of johnson memorial hospital is trinity health of new england corporation (trinity health of new england). See line 7 for additional information.”

“Trinity health of new england is the sole member of johnson memorial hospital. Trinity health of new england has the right to appoint all persons to the board of directors of johnson memorial hospital.”

“As sole member, trinity health of new england must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health of new england must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“The audit and compliance committee of trinity health of new england has the responsibility for overseeing the review of the form 990, including ensuring appropriate directors and/or management personnel have reviewed and any issues are communicated to this committee prior to filing. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Johnson memorial hospital has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of johnson memorial hospital, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of johnson memorial hospital and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of johnson memorial hospital (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to johnson memorial hospital of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of johnson memorial hospital (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of johnson memorial hospital. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of johnson memorial hospital is established by trinity health, a related organization. In establishing president compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the president of johnson memorial hospital are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“Johnson memorial hospital is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. In addition, johnson memorial hospital includes a copy of its most recently filed schedule h on trinity health's website. Johnson memorial hospital's governing documents and conflict of interest policy are available upon request.”

“Individuals who work at johnson memorial hospital are on the payroll of a related organization. These individuals' salaries and benefits are allocated to johnson memorial hospital and are reported on part ix, lines 5 through 9.”

“Equity transfers from affiliates 10,000,000. Equity gain in unconsolidated affiliates 19,961.”

“Johnson memorial hospital's financial statements were included in the fy24 consolidated financial statements of trinity health of new england and trinity health, which were both audited by an independent public accounting firm.”