Halifax Regional Development Foundation Inc.

“David h. White, jr. And chris a. Lumsden 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.”

“The organization's sole member was halifax regional hospital, inc., a virginia nonstock corporation described in section 501(c)(3) of the internal revenue code.”

“The board of directors, which served as the organization's governing body, was elected by halifax regional hospital, inc., the 501(c)(3) sole member of the organization, subject to ratification by its 501(c)(3) sole member, sentara healthcare.”

“Sentara healthcare ("sentara"), in its capacity as the 501(c)(3) sole member of halifax regional hospital, inc. ("hrh"), the sole member of the organization, has reserved the exclusive right, power and authority to make decisions for and on behalf of the organization with respect to the approval or adoption of 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; and the voluntary dissolution or liquidation of the organization, revocation of any such voluntary dissolution proceedings, or any decision to file a petition requesting or consenting to an order for relief under the federal bankruptcy laws or similar state laws for the organization. Election of the organization's governing body is also subject to ratification by sentara. Finally, special approval by hrh's governing body is required for certain other actions of the organization. These include a change in the organization's mission; the establishment of, and appointment of members to, any committees which will have any of the authority of the hrh governing body; and any alteration, amendment, restatement or repeal of any governing documents, the adoption of any new governing documents; or any action to be taken as the member under the governing documents. Final authority for the establishment of all policy pertaining to the organization for its operation, maintenance and development, and for the attainment of its objectives, is vested in the governing body of hrh, and subject to ratification and approval by sentara.”

“The return is prepared by sentara corporate tax department, based on information provided by organization and in consultation with organization staff. The draft prepared by corporate is then carefully reviewed by organization management and staff. Changes are made as appropriate. The final version is made available to all members of the board prior to filing with the irs.”

“The conflict of interest questionnaire is distributed to each board member in january every year. The questionnaire must be completed by all members. A report of the disclosed potential conflicts is presented by the sole member's board chairman to its board in executive session annually. If it is determined by the sole member's board secretary, board president, and medical staff president that an actual or potential conflict of interest exists, the circumstances of the conflict of interest shall be set forth in detail by the affected party. Subsequently, when a resolution cannot be found to the satisfaction of the sole member's board secretary, board president, and medical staff president, the matter will be reviewed and addressed by the sole member's executive committee of the board of directors. A recommendation will be made to the affected party on how to remove the conflict. If the conflict cannot be resolved to the satisfaction of the sole member's executive committee, a recommendation will be made to remove the affected board member from the board. In such case where removal is recommended, such removal procedures outlined in the corporate bylaws will be followed. The responses to the annual conflict of interest questionnaire are retained by the sole member's board secretary.”

“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 30 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 vice chairman and treasurer; who also serve as corporate vice president and senior vice president/cfo of the system, respectively. The process was last undertaken during 2014 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, and the organization's cfo. Results were presented to senior executives 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.”

“The organization's board of directors is appointed by halifax regional hospital, inc., the 501(c)(3) sole member of the organization. Appointments are subject to ratification by sentara healthcare, the 501(c)(3) sole member of halifax regional hospital, inc. The governing board of sentara healthcare is a community-based board comprised of 18 voting members, 16 of which are considered independent, as defined in the form 990 instructions.”

“Halifax regional development foundation, inc. Is organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of halifax regional hospital, inc. The functions to be performed by the corporation are to solicit, receive, and administer gifts, grants, contributions and donations for halifax regional hospital, inc. Or provide such other services that are requested by halifax regional hospital, inc. And to carry out other exclusively charitable, educational and scientific purposes of halifax regional hospital, inc.”

“Statement of program service accomplishments halifax regional development foundation, inc. (foundation) is organized to promote the general health and welfare of the community and is responsible for the development of fundraising efforts and improvement of community support for halifax regional hospital, inc.; for administering gifts, grants and contributions for the hospital and for providing other services that are exclusively charitable, educational or scientific in nature. The foundation is also responsible for managing the investment of halifax regional hosptial, inc's endowment funds and for management of the affiliated groups' educational assistance program. Halifax regional community partnership program as a cornerstone organization in our region, halifax regional hospital takes seriously its responsibility to be an active corporate citizen. The health system contributes to various organizations that share its mission to promote good health and wellness and to help improve the quality of life of all ages. As part of the health system's continued active community involvement, the halifax regional community partnership program was established in fy05 to enable halifax regional hospital to maximize its resources to provide the greatest benefit to citizens in southside virginia. Guidelines for requests help answer important questions that enable the program to disperse resources in the most effective manner. In 2014 $112,550 was donated to support community programs in our service area. Additionally, hundreds of health education brochures and giveaways were provided to community organizations to help support their events and programs hospice fund halifax regional hospice is the recipient of many generous donations from the community memorializing or honoring family and friends. Hospice also hosts an annual gala fundraising event. Funds raised through donations and the gala are used to support unfunded patient care, the volunteer and r.i.s.e bereavement programs, staff, patient and family education, marketing and educational materials, special projects such as the c.a.r.e. Channel for hospitalized patients, and items such as cds and dvds used in music therapy. Hospice funds also pay the salaries of a part time clerical support person, part time chaplain and a part-time bereavement coordinator. Hospice does not discriminate on the ability to pay. In 2014 hospice received contributions of $84,772. Disbursements in 2014 totaled $175,255. Halifax regional dental clinic halifax regional dental clinic (hrdc), which opened in february 2013, was built to give children a fun, easy experience at the dentist, with plenty to keep them busy as they have their appointment. Hrdc was built as a partnership with the generous support of the virginia department of housing and community development, the virginia tobacco commission, and other partnering organizations. Continue operating support is provided by the virginia health care foundation, which funds safety net and community medical and dental services throughout the commonwealth. Hrdc is one of only a few local practices that will accept medicaid payment for services. The clinic hopes to reach out to more than 2,400 kids annually when it is running at full capacity. During 2014, 2,926 people visited for checkups, fillings, extractions or other dental work. In fact, the clinic has provided more than 10,144 appointments since it opened for more than 3,030 patients. In 2014, 55% of the patients seen were children, and 67% were either low-to-moderate-income (lmi) patients or patients covered by medicaid, indicating that they, too, are low income (2,038 of the 2,926 patients). Additionally, 68% of the total patient visits conducted during 2014 provided dental care to lmi or medicaid-covered patients. Currently, 67% of the 3,203 patients enrolled in the clinic are either lmi or medicaid-covered. In 2014, the clinic provided $201,200 in charity care to its uninsured and low-income patients.”

“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.”

“The organization is amending form 990, part vii, section a, column (f), and schedule j, part ii, columns (b) and (c) to correctly report items of deferred compensation which were either not reported in the original filing or were originally reported in the wrong column of schedule j.”