Sentara Medical Group

“Business or family relationship of officers, directors, etc.: the organization's officers and directors served together on the boards of other organizations within the sentara healthcare system ("the system"), as well as joint ventures in which the system had an ownership interest. See schedule r for a listing of such entities.”

“Explanation of classes of members or shareholders: the organization's sole member was sentara healthcare, a virginia nonstock corporation and section 501(c)(3) tax exempt entity.”

“How members or shareholders elect governing body: the board of directors, which served as the organization's governing body, was elected by its sole member, sentara healthcare, a virginia non-stock corporation and the section 501(c)(3) tax exempt parent of the sentara health system.”

“Reserved powers over governance decisions the following governance actions require prior approval by the organization's sole member, sentara healthcare, a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system: - election and removal of board members, as set forth in the articles of incorporation. - altering, amending or repealing the organization's governing documents; or adopting new governing documents. - establishing or approving the annual operating and capital budget; approving any capital expenditure not included in the budget; and borrowing or incurring debt (whether secured or unsecured) other than trade debt incurred in the ordinary course of business);. - establishing, approving, altering, amending or repealing all formal annual and long-range strategic plans of the organization. - altering, amending or repealing the organization's mission, vision, or value statements. - merging, consolidating or combining the organization with any other entity. - selling, leasing, exchanging, mortgaging, pledging, or otherwise disposing of all, or substantially all, of the property or assets of the organization. - acquiring any physician practice; entering into any partnership, joint venture or management arrangement; creating subsidiaries; becoming a member, shareholder or partner, or holding or acquiring any other interest in any other entity; or dissolving, altering or permitting any other change in any such legal relationship previously approved by the sole member. - dissolving the organization or revoking voluntary dissolution proceedings. - appointing the president and executive medical director of the organization and the chief operating officer, or any person performing functions associated with such offices regardless of title. - selecting auditors to audit the organization; - establishing, altering or terminating any committee of the board and adopting, altering or repealing a charter or other document governing the affairs, operations or actions of any committee. - approving or setting physician compensation plans (with approval by the sole member's compensation committee being deemed approval by the member.)”

“Form 990 review process a copy of the organization's final form 990, as ultimately filed with the irs, was provided to each voting member of sentara healthcare's governing body before being filed. Sentara healthcare is a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system ("the system".) the organization used the system's in-house tax department, headed by a licensed certified public accountant, to both prepare and review its form 990. During the preparation and review process, the tax department worked closely with other system departments, such as legal, compensation and benefits, compliance, finance, and marketing, to ensure that a complete and accurate return was filed.”

“Monitoring and enforcement of coi policy directors, board-nominated officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. Additionally, each organization's governing board or appropriate body monitors transactions involving disclosed potential conflicts of interest.”

“As part of the sentara health system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons' reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the system as a whole is to base overall compensation and benefits for executives on not-for-profit market comparables, adjusted as applied to each executive, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the system performed substantial due diligence as to market comparables. The system's compensation committee, which consists of system board members without conflicts of interest, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the system's senior executives to compensation data from multiple published survey sources based on each senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance relative to a group of not-for-profit health systems of comparable size and scope of operations every year. The most recent study compared sentara's performance to 28 not-for-profit healthcare systems based on net revenue growth, operating margin, various clinical quality metrics and patient satisfaction. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the system's compensation committee, which made its compensation decisions based on a) its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meeting and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of system board members without conflicts of interest. This process was used to establish compensation for the organization's president and assistant treasurer. The assistant treasurer also served as executive vice president and cfo of the system. The process was last undertaken during the current tax year for the positions listed.”

“Other organization documents publicly available the consolidated financial statements for sentara healthcare and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“The organization's board of directors is elected annually by sentara healthcare, a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system. The governing board of sentarecare is a community-based board comprised of 16 voting members, 15 of which are considered independent, as defined in the form 990 instructions.”

“Sentara healthcare i. Sentara healthcare - your not-for-profit healthcare partner sentara healthcare celebrates more than 132 years in pursuit of its mission "we improve health every day." named to ibm watson health's 2018 "top 15 health systems," sentara is an integrated, not-for-profit system of 12 hospitals in virginia and northeastern north carolina, including a level i trauma center, the sentara heart hospital and the sentara healthcare cardiovascular research institute, the sentara brock cancer center and the accredited sentara cancer network, two orthopedic hospitals, and the sentara neurosciences institute. The sentara family also includes four medical groups, nightingale regional air ambulance and ground medical transport, home care and hospice, ambulatory outpatient campuses, advanced imaging and diagnostic centers, a clinically integrated network, the sentara college of health sciences and the optima health plan and virginia premier health plan serving 858,000 members in virginia, north carolina and ohio. With more than 28,000 employees and ranked one of forbes "america's best employers" in 2018, sentara is strategically focused on clinical quality and safety, innovation and creating an extraordinary health care experience for our patients and members. Efforts are centered on providing the right care in the right setting at the right time and adding value to the communities we serve. We strive to serve all our communities through health outreach programs, education, and financial support for other not for profit organizations with similar health missions. Ii. Commitment to the community a. Sentara has provided much in the way of community benefit and charity care on an annual basis. The 2020 value of community benefit totaled $256,000,000. Sentara provided $180,000,000 in net uncompensated patient care costs; $45,000,000 in net unfunded costs of teaching programs; $20,000,000 in incurred costs for community benefit programs; and $11,000,000 in philanthropy. B. Sentara officially launched its corporate social responsibility (csr) program, sentara cares, to support the needs of the communities we serve in the most impactful way. Through csr we either gave or pledged nearly $6.5m to the communities we serve through sponsorships, grants, and partnerships. The csr program will deliver economic, social, and environmental benefits for stakeholders across all sentara markets and increase our community connection. It will build on sentara recognized leadership and commitment to the communities we serve. C. Sentara healthcare and optima health, in partnership with the local initiatives support corporation (lisc), the nation's largest community development organization, continued its work to invest $100 million to address social determinants of health in underserved communities across the commonwealth of virginia. This investment, which is part of our corporate social responsibility program, builds upon sentara's commitment to create healthier communities and improve the quality of life for virginians most in need. Sentara will contribute $50m to advance these goals in partnership with lisc, who has committed to assembling an additional $50m from public and private sources to complement sentara's investment. Further resulting from the lisc partnership, $1.5m of our philanthropy funding went toward the development of two financial opportunity centers and 2 housing projects planned in 2021. D. The sentara chief diversity officer continued the focus on the important work of diversity in our workforce, to deepen our understanding on caring for our diverse patient population and to develop strong relationships with diverse community populations. We formed several partnerships with key diversity-focused organizations. We began establishing diversity and inclusion councils at all 12 hospitals. And, we developed new diversity and inclusion components and education for all team members. This was especially important given the social ju”

“G. Several years ago, sentara established the hope (helping overcome personal emergency) fund, which is an emergency financial resource for sentara employees that are experiencing catastrophic hardship or loss through no fault of their own. Sentara employees who receive aid from the hope fund have faced devastating crises such as fire, death, natural disasters, or serious personal or family illness. In 2020, the hope fund awarded $166,992 to sentara employees in crises across the system. Additionally, sentara established a special covid hope fund to help employees who experienced extraordinary hardship during the covid-19 pandemic. This sentara covid-19 hope fund awarded $545,117 in 2020. H. As a result of covid-19, food insecurity reached new levels of unprecedented need. In partnership with truist, the commonwealth of virginia, the federation of virginia food banks and many other community-minded companies, sentara spearheaded the "we care" covid-19 virginia emergency food support plan. This initiative centered on providing five-day, shelf-stable food supply boxes containing 15 nutritious meals that could be more easily and safely assembled and distributed at the height of the pandemic. As a result, approximately 200,000 20-pound, five-day supply food boxes have been distributed through sentara's "we care" covid -19 virginia emergency food support plan. Sentara and truist each contributed $500,000. The commonwealth of virginia committed $1.4m from cares act funds plus other federal funding came through via the commonwealth. Along with other corporate donations the total amount raised for this effort totaled over $6.4 million. Because of the growing number of individuals facing homelessness, sentara partnered with many organizations to address this critical need that has reached new heights due to the covid-19 pandemic. Here are a few examples: i. Healthy hotel project: thanks to our partnership with the norfolk community services board (ncsb), sentara's medical group and home care division have been able to help ncsb safely leverage hotel rooms converted into a safe and supportive shelter program. Through the healthy hotel project, ncsb is providing temporary shelter for norfolk's most vulnerable homeless residents, while sentara provides preventive screening, support, and chronic disease management services. Ii. The help clinic: this free clinic in hampton, virginia, opened a single site shelter for the homeless with covid safeguards. Sentara careplex hospital case managers work with the help clinic to ensure homeless individuals have access to thermal shelters, where they can link the clients to more permanent housing solutions. Iii. Suitcase clinic: a collaboration among james madison university and other community partners, including the rmh foundation, works to overcome barriers to healthcare in the harrisonburg, virginia community. Importantly, it supports health and wellness among the region's homeless population through mobile health services. I. Community health initiatives sentara and optima health have long been committed to providing health and prevention services to the communities we serve through many channels including the sentara healthcare community health and prevention organization within sentara. Below are some key highlights of the efforts in our communities in 2020: health improvement events were offered to churches, employer groups, community health centers and other community locations. Sentara continued to offer programs such as eating for life, walkabout with healthy edge, health habits, healthy you, meditation, tai chi and yoga. Sentara hosts several community events raising awareness around key health awareness months. One good example is through sentara heart, we promoted the "28 days of heart" in february 2020 in support of heart health awareness. Online promotions, radio ads, videos, screenings, and more were conducted to raise awareness of heart disease throughout the communities we serve in”

“Iv. Digital initiatives and innovation success a. Sentara continued its focus on enhancing the consumer digital experience through the ongoing development and enhancement of the sentara "app and the optima "app". Sentara and optima experienced 118,963 new app downloads and a combined total of 148,654 log-ins. Our aim is to continuously improve the virtual experience, enable voice of the customer to drive change to the experience, and allow for a more frictionless experience. B. The voice of the customer model was heavily utilized to understand more from sentara and optima customers. The model is an operational design that enables sentara to integrate the voice of the customer into all facets of business decision-making and product development both in the brick and mortar world and in the world of virtual care. C. Sentara was named to the cio 100 list of the world's leading innovative organizations for cloud-hosting application design, support, and cost optimization. V. Offering new procedures and technologies a. Clinical breakthroughs and advancements: sentara introduced many new clinical breakthroughs and advancements that benefited the patient in many areas of care. One example is the following: i. Sepsis sniffer: sentara hospitals created and implemented the sepsis sniffer, an artificial intelligence system to predict which patients are most at risk for sepsis. Vi. Expanding educational opportunities a. Sentara is committed to always improving-including encouraging registered nurses (rns) to continue pursuing educational opportunities. Continuous learning will advance the care sentara nurses deliver to our patients and allow them to advance in their careers. In 2020, sentara reached 83.9% of sentara nurses having earned or are under contract to earn a bsn. Sentara had 68.7% of its nursing workforce holding a bsn or higher degree with 15.2% of licensed rns with a contract to complete their bsn. B. Research: research is another way sentara is always improving. Here are a few examples of our work within the research realm: i. Heart and vascular: the sentara cardiovascular research institute was established in 2005 to advance the understanding and treatment of cardiovascular disease, which is the nation's number-one killer. Uniquely qualified registered nurse research coordinators, cardiologists, heart, and vascular surgeons collaborate with local institutions, government agencies and biomedical companies to perform clinical research trials. Ultimately, the work enables clinicians to improve clinical care delivery, patient outcomes and the overall health of our community. Our services cover all types of cardiovascular research such as medical devices, heart failure, electrophysiology, cardiac surgery, vascular surgery, cardiac interventional procedures, and medical management of cad risk factors such as diabetes and lipid management, among others. Research nurses educate and follow research participants through the entire trial process. They coordinate all aspects of the patient experience and advocates for them, helping them feel cared for while at their most vulnerable. Our program currently has research nurses who are highly autonomous and self-directed. Collectively, they coordinate more than 80 clinical trials. Many of the trials we participate in are nationally and internationally recognized. They have been designed to identify new, improved treatment methods and protocols, while at the same time eliminate therapies and approaches to clinical care that are not as effective or may have been shown to be harmful. Ii. Cancer: the sentara cancer network continues to expand its research capabilities in conjunction with virginia oncology associates, eastern virginia medical school, george mason university, and other national and local healthcare organizations to change the future of cancer and improve our patients' quality of life. For today's patients, physicians in the sentara network can provide access to numerous clinical tr”

“D. In northern virginia, sentara opened a new neurology practice and a new physical therapy center. Viii. Quality, patient safety, and community distinctions and awards a. Award-winning care - as always, sentara is proud and humbled by the various awards and recognitions the system received over the course of the year. Our mission is to improve health every day. To receive an award is simply an added acknowledgement of our mission driven work. Here are a few of the 2020 awards and recognitions: i. Sentara norfolk general hospital earned a top 50 national ranking from u.s. News & world report: urology. This extraordinary ranking, 23rd in the nation, is due to the great partnership and collaboration with urology of virginia and eastern virginia medical school (evms). Urology services include expert treatment methods for kidney stones to complex bladder surgery, robotic surgery for prostate, kidney and bladder cancers, green light therapy for enlarged prostate, and the sentara-evms comprehensive pelvic floor center. Ii. Sentara was ranked #1 in the 2020 generous virginians report by va business in support of nonprofit organizations, a ranking based off dollars donated or pledged. Iii. Sentara was named one of forbes 2020 best employers for women. Sentara was one of only 22 health systems included. Iv. All 12 sentara hospitals earned a "leader in lgbtq healthcare equality" in the 2020 healthcare equality index (hei), a national lgbtq benchmarking tool from the human rights campaign. Ix. Optima health a. Growth optima health continues to see growth in the commercial employer market. Optima health along with virginia premier serves over 858,000 members in virginia, north carolina, and ohio. Optima medicare star rating increased to 3.5 from 3.0 and optima continues to press forward on its quality, affordability, accessibility, health and wellness, virtual care, and customer experience. X. Covid-19 a. The year 2020 was one of great unknowns due to the covid-19 pandemic. Sentara leaders and team members rose to new heights with their hard work and perseverance in taking care of each other as well as our members and patients. Here are a few highlights: i. Safety for our patients and visitors: sentara incorporated national guidelines for cleaning/sanitizing patient care areas, mandatory masking, and social distancing. Sentara launched a call center and developed a website to facilitate patient communication and questions. Ii. Protecting our team members: sentara partnered with several local companies to procure or create personal protection equipment (ppe) and other materials. We developed extensive procedures to procure and safely reprocess ppe. Sentara implemented rigorous screening procedures at all our facilities and work locations. Iii. Supporting our team members: sentara launched a program, "you matter" to help team members with their social, emotional, and behavioral health needs during this difficult pandemic period. You matter has an abundance of resources for stress management, mindfulness, resilience, mental wellness, and care giver stress. Sentara stressed the need for team members to take care of themselves and each other. Iv. Community testing: sentara was the first in virginia to implement drive-through testing sites. We tested 8,700+ community members in drive-thru locations and provided free covid-19 testing to over 14,000+ people in underserved communities. V. Virtual care: sentara accelerated the use of virtual visits. Early in the pandemic sentara trained more than 900 providers to deliver virtual care. Vi. Sentara incident command center: as with all major incidents impacting our community, patients, members, and industry, sentara created the covid-19 steering committee in january 2020 to monitor and respond to the pandemic. A centralized daily incident command center was established in march with leaders from all key areas of the company represented. This command center structure allowed sentara to successfully res”

“Sentara healthcare, a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system, maintains an agency relationship with the organization and issues all 1099s on its behalf. The number reported is a best estimate of the 1099s attributable to the organization. The exact number cannot be determined; as some of the 1099s issued by the agent are attributable to more than one entity, and there is no reporting mechanism to determine 1099's attributable solely to the organization.”

“Book reclass of intercompany account balances to equity -14,667,070.”