Avmed Inc

“On december 31, 2022, sentara healthcare, a virginia nonstock corporation exempt from taxation under section 501(c)(3) of the internal revenue code, acquired control of avmed from santafe healthcare, inc. Control of avmed was acquired pursuant to the transfer of governance rights agreement between avmed, santafe healthcare, inc., and sentara healthcare. Sentara healthcare, through its direct wholly owned subsidiary sentara holdings florida, llc, maintains ultimate control of avmed through the election of the board of directors. Avmed's governing documents, including the articles of incorporation and bylaws, were amended and restated due to this change in control.”

“As of december 31, 2022, the organization's sole member is sentara holdings florida, llc, a florida limited liability company and a direct wholly owned subsidiary of sentara healthcare, a virginia nonstock corporation and section 501(c)(3) tax-exempt entity.”

“Prior to the transaction described above in schedule o, part vi, section a, line 4, avmed's articles of incorporation and bylaws stated that the santafe healthcare, inc. Board of directors shall constitute the organization's board of directors. The amended and restated articles of incorporation and bylaws state that sentara healthcare, through its direct wholly owned subsidiary sentara holdings florida, llc, has control to appoint avmed's board of directors.”

“Prior to the transaction described above in schedule o, part vi, section a, line 4, the santafe healthcare, inc. Board of directors constituted the organization's board of directors, which made all governance decisions of the organization. The santafe healthcare, inc. Board of directors had the power and authority to establish committees, to elect and remove officers, to approve amendments of the organization's governing documents, and to modify, amend, rescind, or repeal any action taken by the organization's board of directors. As of december 31, 2022, sentara healthcare, through its direct wholly owned subsidiary sentara holdings florida, llc, has the power and authority to amend, rescind, or repeal any action taken by the organization's board of directors.”

“The organization used in-house tax department personnel, who are licensed certified public accountants, to prepare and review its form 990. During the preparation and review process, the tax department worked closely with other departments, such as legal, human resources, compliance, finance, and marketing, to ensure that a complete and accurate return was filed. Following internal preparation and review, pwc us tax llp reviewed the form 990. A copy of the organization's form 990, as ultimately filed with the irs, was provided to each voting member of sentara healthcare's governing body before submission to the irs.”

“Avmed, inc. Has a procedure for monitoring and enforcing compliance with its corporate conflict of interest policy (policy). Each covered person shall receive a copy of the policy for review and submit an affirmation which is attached to the code of ethical business conduct. Additionally, each covered person engaged in making or influencing decisions shall complete a questionnaire concerning conflicts of interest annually. The procedure details that the corporate secretary has responsibility for delivery of the policy to directors and officers and receipt of their affirmations and questionnaires. The human resources department shall obtain the affirmation and questionnaire from every new employee at orientation. The human resources department shall also obtain the affirmation from all employees and the conflict of interest questionnaire from applicable employees annually. Members of corporate advisory boards submit the affirmation and questionnaire to the chief compliance officer. 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 are expected to disclose any potential or actual conflicts. Initial review of employee questionnaires will be performed by the human resources department and affiliate compliance officer, with review of any disclosures by the chief compliance officer who will evaluate, make necessary inquiries, and investigate alternatives. Board members shall disclose any potential or actual conflicts to the chairperson of the board, and the chairperson or chief compliance officer shall evaluate conflict disclosures and, if appropriate, investigate alternatives and report to disinterested board members for resolution. The minutes of the board or any committee meeting at which a potential or actual conflict of interest is disclosed or discussed shall reflect the name of the interested party, the nature of the conflict, the deliberations and the resolution of the conflict. If it is determined that a covered person has failed to comply with the policy, the chief compliance officer or the chairperson shall take appropriate action, which may include removal from office or termination of employment.”

“Lawrence g schreiber is the chief executive officer (ceo) of avmed, inc.(through 12/31/2022). Mr. Schreiber is compensated by santafe healthcare, inc., a related supporting organization. Santafe healthcare, inc. Utilizes the following process to establish the ceo's compensation and benefits: the santafe healthcare, inc. Board of directors annually retains an independent third party compensation and benefits consulting firm (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. After completion of its review, the firm makes recommendations, if any, directly to the santafe healthcare, inc. 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 firm. The firm provides an opinion letter regarding the reasonableness of the ceo's 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: the process for determining compensation for other listed persons of avmed, inc. Is as follows: the board of directors annually retains an independent third party compensation and benefits consulting firm (firm) to conduct a market competitiveness review of all avmed, inc. Non-director 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 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 board of directors regularly retains an independent third party consultant to conduct a market competitiveness review of the board of directors' (including officer positions) compensation. 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 board of directors based on the market competitiveness study.”

“Avmed, inc.'s procedure for making various documents available to the public is as follows: the articles of incorporation can be accessed directly through the florida department of state, division of corporations website at www.sunbiz.org. Avmed, inc.'s conflict of interest policy is included in its code of ethical business conduct and is available to the general public at http://www.avmed.org. Avmed, inc. Did not otherwise make its governing documents, including bylaws, available to the public. 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 statutory-basis 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. Avmed, inc. Did not otherwise make its audited financial statements available to the public.”

“Certain senior executives are accountable for and perform services for santafe healthcare, inc. And each of its affiliates. Santafe healthcare, inc. And affiliates represent a diversified family of not-for-profit organizations. These senior executives are paid directly by santafe healthcare, inc. And their compensation and benefits are apportioned and charged to the respective affiliates based on the estimated amount of time spent on each affiliate's activities. Form 990, part vii, section a, column f: lawrence g schreiber and steven m ziegler are employees of santafe healthcare, inc. As a result of the sale of avmed, inc. As described in schedule o, mr. Schreiber and mr. Ziegler earned additional compensation payable in 2023 and 2024, which is contingent upon their employment by santafe healthcare, inc. The additional compensation will be paid entirely by santafe healthcare, inc. And will not be allocated or charged to avmed, inc. The additional compensation is reported as other compensation in form 990, part vii, section a, column f for mr. Schreiber and mr. Ziegler and totals $5,000,000 and $841,177, respectively.”

“Health care services : program service expenses 811,513,300. Management and general expenses 0. Fundraising expenses 0. Total expenses 811,513,300. Agent/broker commissions and incent : program service expenses 21,014,041. Management and general expenses 0. Fundraising expenses 0. Total expenses 21,014,041. Health care consulting and outside : program service expenses 8,176,326. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,176,326. Temporary help : program service expenses 836,494. Management and general expenses 188,387. Fundraising expenses 0. Total expenses 1,024,881. Recruiting and testing services : program service expenses 97. Management and general expenses 227,207. Fundraising expenses 0. Total expenses 227,304. Consulting and outside services: program service expenses 0. Management and general expenses 3,399,119. Fundraising expenses 0. Total expenses 3,399,119.”

“Cumulative effect of change in accounting principles 1,112,972. Investment partnership revenue realized for tax and not for fin. Statements -1,734. Capital contribution from sentara healthcare 132,079,706. Change in investment in subsidiary 99,558.”

“Audit oversight process: the company's audit committee has not changed its process for selection of the independent accountant or its process for managing the audit.”