Mpb Inc

“Business or family relationship of officers, directors, etc.: david bernd and howard kern have a business relationship. 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. Directors/trustees/officers/key employees of the organization may also serve as directors/trustees/officers of related taxable entities within the sentara healthcare system. See schedule r for a listing of transactions the organization had with these related taxable entities.”

“Explanation of classes of members or shareholders: the organization had one class of common stock, the sole shareholder being sentara enterprises, a virginia nonstock corporation described in section 501(c)(3) of the internal revenue code.”

“How members or shareholders elect governing body: the board of directors, which served as the organization's governing body, was elected by its sole shareholder, sentara enterprises, a 501(c)(3) organization.”

“Decisions of governing body approval by members or shareholders: as sole shareholder, sentara enterprises has the right to elect and remove members of the organization's governing body; approve any alteration, amendment or repeal of its governing documents; approve the annual operating and capital budget and all formal long-range plans; approve any capital expenditure exceeding $100,000; approve all borrowing or indebtedness which in any one transaction or related series of transactions exceeds $100,000; approve any plan of merger or consolidation, any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the organization, the voluntary dissolution of the organization, or revocation of voluntary dissolution proceedings; review the books and records, conduct audits, and approve the selection of auditors chosen to conduct audits of the organization; approve the creation or acquisition of any subsidiary of the organization, or the creation of any other corporation of which the organization is to be a member, and to approve any dissolution or other change in any such legal relationship previously approved by sentara enterprises; approve any significant change in the scope of services or programs provided by the organization; and adopt or change the mission statement, purposes or strategic goals of the organization.”

“Form 990 review process: the organization was part of the sentara healthcare system ("the system"), and as such, 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.”

“Explanation of monitoring and enforcement of conflicts directors, board-nominated officers, and key employees submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. The sentara healthcare system's legal department monitors transactions involving potential conflicts of interest, to ensure that they are reasonable and at arm's length. Reports on such transactions are made to the audit and compliance committee of the board as necessary.”

“Compensation review & approval process for officers & key employees as part of the sentara healthcare 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 interests, 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 the 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 29 not-for-profit healthcare systems based on net revenue growth, operating margin, bond rating, and qualitative performance measures based on rankings from sdi's national top integrated health networks. 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 conflict of interests. This process was used to establish compensation for the organization's chairman and president/treasurer; who also serve as ceo and senior vice president and cfo of the system, respectively. The process was last undertaken during 2013 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.”

“Document retention policy: the organization had a written policy for document retention and destruction which was approved by management.”

“The 501(c)(3) sole shareholder of the organization, sentara healthcare, 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.”

“Board member independence: board members are elected annually by the organization's 501(c)(3) sole shareholder, sentara enterprises. The governing board of sentara enterprises' 501(c)(3) sole member, sentara healthcare, is a community-based board comprised of 16 voting members, 12 of which are considered independent, as defined in the form 990 instructions.”

“Reclass of intercompany balances to equity -16,444,096. Transfer of property from sentara enterprises 29,100,000.”

“The taxpayer is a member of the sentara healthcare ("shc") controlled group. Shc, ein 52-1271901, owns bay primex insurance company, ltd., a controlled foreign corporation. Shc furnishes all information required of the taxpayer by irc section 6038 and the regulations thereunder with respect to bay primex insurance company, ltd. Therefore, pursuant to treasury regulation sec. 1.6038-2(j)(2), the taxpayer is excepted from providing such information. The required information is e-filed with shc's form 990 return of organization exempt from income tax. In addition, one member of the shc controlled group owns a non-controlling interest in virginia solutions spc, ltd., a controlled foreign corporation. All information required of the taxpayer by irc section 6038 and the regulations thereunder with respect to virginia solutions spc, ltd. Is furnished by halifax regional hospital, ein 54-0648699. Therefore, pursuant to treasury regulation sec. 1.6038-2(j)(2), the taxpayer is excepted from providing such information. The required information is e-filed with the organization's form 990 return of organization exempt from income tax.”