Mpb Inc

“The organization's officers and directors serve together on the boards of other organizations in which sentara health or its subsidiaries have 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 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 nonstock corporation and 501(c)(3) tax exempt entity.”

“As sole shareholder, sentara enterprises, a virginia nonstock corporation and 501(c)(3) tax exempt entity, has the following reserved powers over certain governance decisions of the organization: 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 health, a virginia nonstock corporation and 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 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 organization is to base overall compensation and benefits for executives on not-for-profit market comparables, 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 organization performed substantial due diligence as to market comparables. The compensation committee, which consists of independent 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 organization's senior executives to compensation data from 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 every year. The most recent study compared sentara's performance to 26 not-for-profit healthcare systems, and 37 independent and integrated delivery system-owned health plans 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 organization'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 meetings and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of independent board members without conflict of interests. This process was used to establish compensation for the organization's president/chairman, secretary, and treasurer; who also served as executive vice president and cao, executive vice president and clo, 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 consolidated financial statements for sentara health 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 health, a virginia nonstock corporation and the 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.”

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

“Book reclass of intercompany account balances to equity 63,732,662.”