Mpb Inc

“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.”

“The organization had one class of stock, the sole shareholder being sentara enterprises, a virginia nonstock corporation and section 501(c)(3) tax exempt entity.”

“The board of directors, which served as the organization's governing body, was elected by its sole shareholder, sentara enterprises, a virginia non-stock corporation and section 501(c)(3) tax exempt entity.”

“As sole shareholder, sentara enterprises, a virginia nonstock corporation and section 501(c)(3) tax exempt entity, 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.”

“The organization was part of the sentara health 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. The parent of the system is sentara healthcare, a virginia nonstock corporation and section 501(c)(3) tax exempt entity.”

“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 section 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 32 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 conflict of interests. This process was used to establish compensation for the organization's chairman and treasurer; who also served as president and ceo, executive vice president and coo, and executive vice president and cfo of the system, respectively. The process was last undertaken during the current tax year for the positions listed. The outside market study described above was also used to establish compensation for the organization's president, who is considered the top management official of the organization. Results were presented to the president and ceo of the system for review and approval rather than the system's compensation committee.”

“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.”

“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.”

“Board members are elected annually by sentara enterprises, a virginia nonstock corporation. The board members of sentara enterprises are elected annually by its sole member, sentara healthcare, a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system. Sentara healthcare's governing board is a community-based board comprised of 18 voting members, 17 of which are considered independent, as defined in the form 990 instructions.”

“Reclass of intercompany accounts to equity 12,140,417. Section 351 transfer from parent 35,783,015.”