Ballad Health

“The organization amended and restated the charter of newco, inc. To delete the name of the corporation, newco, inc., and change the name to ballad health. The amended and restated charter is dated december 12, 2017. Amended and restated bylaws of ballad health were effective december 11, 2017. Mountain states health alliance and wellmont health system merged on february 1, 2018 to form ballad health, a tax-exempt healthcare delivery system. At time of merger, the ballad health board of directors became the directors of mountain states health alliance and directors of wellmont health system. Ballad health is the sole member of mountain states and wellmont. The board is comprised of 11 members to include ballad health's president and ceo, east tennessee state university's president and 9 members chosen by mountain states health alliance and wellmont health system. Ballad health's president and ceo serves as the board's executive chair. In the selection of directors, consideration was given to the inclusion of a variety of business, health-related, and consumer perspectives among the various members of the board of directors, with a goal of achieving (i) a geographic and demographic diversity among the members and (ii) a mix of competencies, skills and perspectives. Specified actions of the board of directors that require a majority vote did not change with the amended bylaws. Language was added to describe the duties of the population health and social responsibility committee of the ballad health board of directors.”

“Ballad health's evp/cfo reviewed the form 990 with the board of directors prior to the return being filed with the irs. The return was made available to each board member in an electronic format prior to the review.”

“Ballad health has a conflict of interest policy for all members of its board of directors, the executive chair/president, executive vice presidents, senior vice presidents, and vice presidents, which applies to all ballad health organizations. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled "conflicts of interest". If a member of the board or board committee has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committees are responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue which the conflict of interest applies. Under no circumstances shall a member vote on a matter that gives rise to a potential conflict.”

“The executive committee serves as the compensation committee of ballad health's board of directors. The compensation plan for alan levine, ballad health's president and ceo, was reviewed and approved by the executive committee. An outside and independent compensation consultant was used to determine his compensation and benefits. Studies and surveys were used to ensure his pay is comparable to like positions at similarly situated organizations.”

“The executive committee reviewed and approved compensation for all ballad health executives at the vice-president level and above during fy18 using the same methodology used to determine the ceo's compensation.”

“Governing documents and the conflict of interest policy are made available upon request to appropriate parties requesting them. Financial statements are made available upon request to appropriate parties requesting them, and they are made available to those parties who own indebtedness of the company.”

“(cont'd) such obligations include that ballad shall meet established minimum spending criteria over the ten year period beginning july 1, 2018 on initiatives for expanded access to healthcare services, health research and graduate medical education, population health improvement, and a region-wide health information exchange. The full text of the copa can be found on the tennessee department of health's website, while the ca can be found on the virginia department of health's website. Ballad is a healthcare delivery system serving 1.2 million residents from 29 counties in northeast tennessee, southwest virginia, northwest north carolina, and southeastern kentucky. Ballad operates 3,293 licensed beds in 21 hospitals, including three tertiary care facilities, a dedicated children's hospital, community hospitals, three critical access hospitals, a behavioral health hospital, an addiction treatment facility, long-term care facilities, home care and hospice services, retail pharmacies, outpatient services and a comprehensive medical management corporation. Ballad has taken a number of steps toward creating a comprehensive infrastructure to support our regional efforts to improve community health. This includes internal reorganization and development of a region-wide accountable care community, a collaborative impact model, where community organizations identify a small number of clearly articulated goals of common interest. Details of some activities taken since the closing of the merger include: developed and submitted a population health plan. The health plan was submitted to the commonwealth of virginia and state of tennessee at the end of june, 2018. A steering team was established, aided by national experts with experience in large-scale population health improvement. The steering team developed a "playbook" of evidence-based and promising practice interventions, which have the potential to be successfully implemented in our communities. Input was gathered from internal and external stakeholders through approximately 150 interviews and 40 meetings with external groups, including regional health departments, united way agencies, schools and community organizations, and others. Ballad implemented a new process for compiling robust and comprehensive community health needs assessments (chnas) that engage community stakeholders earlier and more often. Eleven ballad hospitals were due for new chnas this year, based on the 3-year cycle required by the irs. For the first time, copa and cooperative agreement commitments were integrated into these assessments. Ballad piloted a model in smyth county that improved stakeholder involvement through a community advisory committee, going well beyond the traditional model of conducting limited stakeholder interviews. Community feedback has been extraordinarily positive, and stakeholders expressed an interest in continuing to meet to help ensure their community's health needs are being met by playing an integral part of the implementation and monitoring efforts. We plan to apply this model to all future chna activities moving forward. Immediately after the close of the merger, ballad established a clinical council, comprising approximately 30 physicians nominated from the leadership of all ballad hospitals, the health system's medical group, and independently practicing community physicians. The council reports directly to the quality committee of the ballad health board of directors. The group's goal is to ensure excellence in clinical care through physician engagement and leadership. The council is composed of ballad health and independent community clinical providers representing physicians, pharmacists, advanced practice providers, and nursing. The committee is charged with providing guidance for ballad's transformation to a community health improvement system. Work has begun on care transitions planning, including identification of best approaches to screening activities and follow up for c”