St Vincent'S Multispecialty Group Inc

“Effective October 2, 2019, an amended and restated Certificate of Incorporation for St. Vincent's Multispecialty Group, Inc. (the Corporation) was filed with the Secretary of the State of Connecticut. The amended and restated Certificate indicates the following substantive amendments: 1. The section relating to the Corporation's purpose has been revised to remove wording indicating the organization is to be guided by the teachings and morality of the Roman Catholic Church, but is otherwise consistent with its charitable purpose. In addition, the Corporation, is to be operated as a part of Hartford HealthCare Corporation (the System Parent). Some provisions specifically related to Connecticut law were added. The provision for integrating into one entity certain physicians employed or under contract with St. Vincent's Medical Center was removed. 2. The section regarding the single member of the Corporation states that the single member of the Corporation changes from St. Vincent's Medical Center to SVMC Holdings, Inc. However, the System Parent has been given exclusive powers. 3. The section indicating that the Chief Executive Officer of the Corporation is to serve as the corporate President and serve on the Board of Directors in an ex-officio capacity was removed. The provisions for the Chief Executive Officer of St. Vincent's Medical Center and the President of the Medical Staff of St. Vincent's Medical Center to serve on the Board of Directors in an ex-officio capacity were also removed. 4. The section regarding the dissolution or liquidation of the Corporation, states that the remaining assets are to be distributed to the System Parent providing that the System Parent is, at that time, exempt from federal taxation under Section 501(C)(3) of the IRS code. If the System Parent does not meet this requirement, the remaining assets shall be distributed to one or more organizations then exempt from Section 501(C)(3) of the code. 5. The Certificate names Hartford HealthCare Corporation Legal Department at 85 Jefferson Street in Hartford, CT as the initial registered agent of the Corporation and lists the email address of the organization as [email protected]. 6. The Certificate includes any changes required by Connecticut law. The Corporation's governing documents are available upon request.”

“St. Vincent's Multispecialty Group, Inc. is organized as a non-stock not-for-profit entity. SVMC Holdings, Inc. dba St. Vincent's Medical Center is the sole member.”

“Hartford HealthCare Corporation, the System Parent of the organization, has the authority to approve/remove members of the governing body. The bylaws and articles of incorporation of St. Vincent's Multispecialty Group, Inc. cannot be amended without the approval of Hartford HealthCare Corporation.”

“Hartford HealthCare Corporation, the System Parent of the organization, has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions, etc.”

“The Form 990 was prepared by Hartford Healthcare's Tax Department. It was then reviewed by an independent accounting firm. The final Form was provided to the entire Board prior to submission to the Internal Revenue Service (IRS). Once the entire review process was completed, the Form was signed by the Tax Director and then filed with the IRS.”

“The Organization's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the HHC Conflict of Interest Committee. The Conflict of Interest Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Oversight review of physician disclosures is provided by the HHC Physician Conflict Resolution Committee. The Physician Conflict Resolution Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable.”

“The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford Healthcare on behalf of St. Vincent's Multispecialty Group, Inc. hires an outside consultant to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of St. Vincent's Multispecialty Group, Inc., established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; - The CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability.”

“The St. Vincent's Multispecialty Group, Inc. Form 990 and its attachments are available upon request.”

“The St. Vincent's Multispecialty Group, Inc. Financial Statements, Governing Documents and Conflict of Interest Policy are available for inspection upon request at the Organization's address.”

“The website address for St. Vincent's Multispecialty Group, Inc. is https://stvincents.org/health-professionals/multispecialty-group.”

“Professional Fees - Physician: Program service expenses 17,332,023. Management and general expenses 0. Fundraising expenses 0. Total expenses 17,332,023. Professional Fees - Locum Physician: Program service expenses 3,100,827. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,100,827. Professional Fees - Non-Physician Medical: Program service expenses 51,431. Management and general expenses 0. Fundraising expenses 0. Total expenses 51,431. High Volume Lab Fee - Non-Affiliate: Program service expenses 83,914. Management and general expenses 0. Fundraising expenses 0. Total expenses 83,914. Recruitment Fee: Program service expenses 58,150. Management and general expenses 0. Fundraising expenses 0. Total expenses 58,150. Contract Temp Labor Clinical: Program service expenses 500. Management and general expenses 0. Fundraising expenses 0. Total expenses 500. Transcription Services: Program service expenses 25. Management and general expenses 0. Fundraising expenses 0. Total expenses 25.”

“FMV Adjustment to Assets Due to Hartford HealthCare Acquisition 6,010,191.”

“The activity of St. Vincent's Multispecialty Group, Inc. is included in the consolidated financial statements of Hartford HealthCare Corporation and Subsidiaries. The finance and audit committee of Hartford HealthCare Corporation's board assumes responsibility for the consolidated organization as a whole.”

“Calendar year 2019 Form 1099's were not issued by the organization, but were issued by a related organization on its behalf.”