Upper Chesapeake Medical Services Inc

“The organization did not compensate its executives directly, but rather, the executives received compensation from a related organization. Accordingly, the organization's parent company 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.”

“University of maryland upper chesapeake health system, inc. (umuchs) is the sole member of upper chesapeake medical services, inc.”

“Umuchs may elect one or more board members of the governing body.”

“The following decisions of the governing body are among those subject to the approval of the member: amendment of charter documents; dissolution of the organization; strategic plans; participation in joint ventures; and leases or intercompany transfers of assets, subject to certain dollar thresholds. In addition, the following decisions of the governing body are subject to the approval of the member and UMMS: annual operating and capital budgets; acquisition or disposition of an entity or substantially all assets; merger or consolidation of entity; mortgage, pledge or disposition of property; incurrence of debt or real property, subject to certain dollar thresholds.”

“The University of Maryland Medical System ("UMMS") prepares 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. Draft returns are prepared using IRS-approved tax software. Once a draft return is prepared, it undergoes multiple levels of review both internally by UMMS tax & finance personnel, and externally by Ernst & Young LLP. Following any necessary changes to the return, a final draft is reviewed by each affiliate's vice president of finance and/or CFO. Prior to filing the IRS Form 990, the organization's board chairman, treasurer, governance committee, finance committee or other member(s) 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.”

“The filing organization follows the University of Maryland Medical System (UMMS) Conflicts of Interest Policy, which requires that all Covered Persons 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. Covered Persons means any member of the organization's Board of Directors, a member of a committee of the Board, an officer, or an employee of organization (including subsidiaries) at the VP level or above. The organization (or its sole member) is responsible for administering and enforcing the Conflicts of Interest Policy (Policy). The Governance Committee (or other Board committee having similar authority) reviews any and all conflicts, shall report annually to the full Board on the administration, infractions, and enforcement of the Policy and shall report at the earliest opportunity all matters of concern to the full Board in executive session while interested parties are recused. The organization or its sole member's Compliance Officer is the responsible administrative authority to assist the Board in administering and enforcing the Conflicts of Interest Policy and bringing concerns to the oversight committee. A questionnaire which discloses potential conflicts of interest is distributed annually to Covered Persons. The Chief Compliance Officer of the University of Maryland Medical System Corporation (UMMS) distributes and collects the responses for UMMS and other affiliates, and may be called for consult when potential conflicts are disclosed. If the oversight Committee determines that a Conflict of Interest exists, the Committee shall notify the Covered Person and the organization's Board Chair, and further will notify the full Board at its next meeting. Furthermore, in the event the Committee determines that an actual or perceived Conflict of Interest exists, the Committee shall decide how to address the Conflict of Interest. If the Committee determines that a Conflict of Interest exists but that the organization may enter into the subject transaction or arrangement, the interested Covered Person shall be recused from all deliberations and decisions concerning said transaction or arrangement, any arrangements with that entity, and compensation or benefits for officers, directors, and trustees. Furthermore, the Chair of the Board and the Chairs of the oversight Committee and the Audit and Compliance Committee shall not have any Business Transactions with UMMS, nor shall their Family Members. If the oversight Committee determines that a Covered Person has used their position to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of the organization, the Committee shall recommend to the Executive Committee appropriate corrective action to be taken.”

“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.”

“Employees of the filing organization are reported in Part VII-A as paid by the organization. Payroll processing and filing is performed by a related organization, Upper Chesapeake Medical Center Inc. (UCMC), which issues W-2s for the employees of the filing organization. Therefore, Part V, Question 2a for the filing organization is zero. The filing organization reports salary expenses for the employees on Part IX, line 7.”

“Equity transfer subsidiary - 28911232;”