Avmed Inc

“Santafe healthcare, inc., a 501(c)(3) supporting organization to avmed, inc., has reserved powers as delineated in the articles of incorporation and bylaws that permits it to elect one or more members of the governing body of avmed, inc.”

“The reserved powers of santafe healthcare, inc., as delineated in the articles of incorporation and bylaws, permit it to approve or ratify the governing body's decisions related to board member elections or removals, the decision to dissolve the organization and other matters that may come before the board of directors.”

“The organization's process for ensuring the accurate preparation, review and approval of the 2013 form 990 began with professional development of staff (several of which are cpas) which were involved in the preparation of the 2013 form 990. In addition to staff development, which included attending tax seminars and classes, management also consulted with independent accounting firms and tax legal counsel regarding the irs form 990 code and filing requirements. The organization also previously educated its management team, officers and directors, with the assistance of deloitte tax llp, regarding the form 990 and their involvement in reviewing the return. Following management's preparation of the 2013 form 990, deloitte tax llp reviewed the 2013 form 990. A copy of the 2013 form 990 and attachments were provided to the organization's current board of directors for their review and comment. Executive management addressed any questions raised by the board members prior to filing the 2013 form 990 and attachments with the irs.”

“Avmed has a policy for monitoring and enforcing compliance with its conflict of interest policy. The policy details that the corporate secretary has responsibility for delivery and receipt of director and officer conflict of interest statements. The human resources department obtains an acknowledgment of understanding of the conflict of interest policy from every new employee at the date of hire and from all employees annually. Annual conflict of interest statements are reviewed by internal staff to ensure records are complete. As part of the corporate contract review process, consideration is given to any potential conflicts of interest involving operational or financial transactions. All employees and board members are expected to notify the corporate compliance officer if a potential conflict exists. If a case is discovered or reported, the corporate compliance officer makes a report to the legal department and the chairman of the board as to the facts and circumstances surrounding the incident. Memorandums (or minutes) are made of every final decision, including the reasons therefore and the action taken, whether the question is determined to be substantial or not; and a copy of such memorandum (or minutes) is filed with the corporate secretary for examination by the board of directors.”

“Line 15a: michael p gallagher is the president and chief executive officer (ceo) of avmed, inc. Mr. Gallagher is compensated by santafe healthcare, inc. (santafe), a related supporting organization. Santafe utilizes the following process to establish the ceo's compensation and benefits: the santafe board of directors annually retains an independent third party compensation and benefits consulting firm to conduct a market competitiveness review of the ceo's total direct compensation (base salary, annual incentives, and long term incentives) and benefits. The competitive analysis includes comparison to similar positions in companies of similar size within the same or similar industry. The independent consulting firm makes recommendations, if any, directly to the board of directors. The board of directors establishes the final compensation and benefit package for the ceo taking into consideration the market competitiveness review and final recommendation of the independent consulting firm. The independent consulting firm provides an opinion letter regarding the reasonableness of the final compensation and benefits package. The actions of the board are documented in the minutes of the board meeting. Form 990, part vi, section b, line 15b: process for determining compensation for all employee officers and key employees of avmed, inc. Is as follows: the santafe healthcare, inc. (santafe) board of directors annually retains an independent third party compensation and benefits firm (firm) to conduct a market competitiveness review of all avmed, inc. (avmed) officers' and key employees' total direct compensation (base salary, annual incentives, and long-term incentives) and benefits. The competitive analysis includes comparisons to similar positions in companies of similar size within the same or similar industry. After completion of its review, the firm makes recommendations, if any, directly to the santafe board of directors. The firm provides an opinion letter regarding the reasonableness of total direct compensation and executive benefits. The actions of the board are documented in the minutes of the board meetings. The santafe board of directors retains an independent third party consultant to conduct a market competitiveness review of avmed board of directors' (including officer positions) compensation every two to three years. The competitiveness analysis includes comparisons to both not-for-profit and public company (excluding equity component) data for companies within the same or similar industry. Any compensation changes are approved by the santafe board of directors based on the market competitiveness study. A market competitiveness study was conducted in november 2012 for changes made effective january 1, 2013.”

“Avmed's process for making its governing documents, conflict of interest policy, and financial statements available to the public are as follows: avmed, inc.'s conflict of interest policy statement is included in its code of ethical business conduct and is available to the general public at http://www.avmed.org. The articles of incorporation are available for public inspection online at the state of florida, division of corporations website www.sunbiz.org. The florida office of insurance regulation serves as the oversight and licensing entity for florida health maintenance organizations and conducts routine and regular examinations of the financial and operating conditions of licensed entities. The examination reports include financial statement details and analysis, as well as evaluation and opinions on the entity's governing documents and governing body operations and meetings. The general public has access to the full examination reports at http://www.floir.com/sections/landh/managedcare/is_mc_financial_exams.aspx”

“Certain senior executives are accountable for and perform services for santafe healthcare, inc. And each of its affiliates. Santafe healthcare and affiliates represent a diversified family of not-for-profit organizations with $2 billion in gross receipts and approximately 2,000 employees. These senior executives are paid directly by either santafe healthcare, inc. Or avmed, inc. And their compensation and benefits are apportioned and charged to the respective affiliate based on the estimated amount of time spent on each affiliate's activities. For 2013, the following percentages of each executive's compensation and benefits (for those senior executives paid by a related organization) is apportioned and charged to avmed, inc. As follows: 75% - michael p. Gallagher, president & ceo 89% - randall l. Stuart, senior vice president & cfo”

“Health care services : program service expenses 678,894,049. Management and general expenses 0. Fundraising expenses 0. Total expenses 678,894,049. Agent/broker commissions and incent : program service expenses 17,517,217. Management and general expenses 0. Fundraising expenses 0. Total expenses 17,517,217. Consulting and outside services: program service expenses 4,356,803. Management and general expenses 4,360,311. Fundraising expenses 0. Total expenses 8,717,114. Temporary help : program service expenses 1,728,580. Management and general expenses 341,857. Fundraising expenses 0. Total expenses 2,070,437. Recruiting and testing services : program service expenses 0. Management and general expenses 603,304. Fundraising expenses 0. Total expenses 603,304.”

“Change in net assets for nonqualified pension plan -7,978. Investment partnership revenue realized for tax and not for book -3,028,199. Investment impairment realized for book and not for tax -72,221.”

“There has been no change from the prior year to the process related to audit oversight and selection of the independent accountant for the organization.”