VMC Indemnity Company Inc

“The following individuals served as directors and officers at the university of vermont health ventures, a related organization: richard vincent, and dr. Sunil eappen dr. Sunil eappen, dr howard m. Schapiro, dr. Stephen m. Leffler, eric miller, esq, dr. Lisa mark, erika smart, holly berteau, richard vincent and dr. Jason sanders were employed by the university of vermont medical center, inc., a related, not for profit organization at which at which dr. Stephen m. Leffler and dr. Sunil eappen served as officers. Anna t. Noonan was employed by central vermont medical center, inc., a related, not for profit organization at which she also served as an officer and trustee and at which dr. Sunil eappen served as a trustee. Dr lisa mark was employed by the university of vermont health network medical group, inc. A related, not for profit organization, where dr. Jason sanders served as an officer.”

“The uvm health network is the sole member of the organization.”

“As sole member of the organization, the uvm health network has all of the powers reserved to members of a vermont non-profit corporation including the power to elect directors of the organization.”

“The uvm health network, sole member of the organization, has the power to approve amendments to the organizational documents and to approve mergers, consolidations, or sales of the organization.”

“The form 990 for vmcic, inc. Is prepared by staff from uvm health network (an affiliated organization) and reviewed by pwc us tax llp. Following pwc's review, the return is reviewed by members of vmcic, inc. Senior leadership. Finally, uvm health network's management presents the form 990 to the audit committee for review and comment. The completed form 990 is provided to all directors of vmcic, inc. Prior to the form being filed with the irs.”

“The board of directors for vmcic, inc. Has adopted the conflict of interest policy and requirements of uvm health network, its parent organization. The organization regularly monitors and enforces compliance with that policy policy, pursuant to which officers, trustees and key employees are required to complete a conflict of interest disclosure and certification upon hiring, at least annually thereafter, prior to participating in any decision that may be affected by a personal interest, and whenever a potentially conflicting interest first arises. Conflict of interest disclosures and certifications may be made online or in writing and are regularly reviewed by the network general counsel. The conflict of interest policy is enforced by the office of the general counsel and overseen by the audit committee of the uvm health network's board of trustees. The general counsel reports at least quarterly on conflict of interest issues to the audit committee. Conflicts of interest are managed in accordance with the policy, which provides for a variety of remedies to address conflicts of interest including: recusal from decision making, disclosure to appropriate parties, committee participation limits and requested divestiture. In addition, "disqualified persons", consisting of trustees, officers and key employees for a period of five years are subject to special procedures to comply with the intermediate sanctions safe harbor under section 4958 of the internal revenue code. An appeals process exists should the individual request a secondary review be performed. Violations of the conflict of interest policy are subject to disciplinary and corrective action which may include termination of employment and/or appointment, and in cases where such violation results in significant damage to the interests of the organization, civil action may be initiated.”

“Governance documents consist of the articles of incorporation and bylaws. The articles of incorporation are filed with the vermont secretary of state and are publicly available through that office. Our bylaws are not publicly posted, but we would furnish a copy to any member of the public who requests one. Our conflict of interest policy is not publicly posted, but we would furnish a copy to any member of the public who requests one. With the enactment of vermont's act 48 in may 2011, the green mountain care board (gmcb) became the regulatory body overseeing hospitals in the state of vermont. As a result, the budgets for vmcic's affiliated vermont hospitals are subject to review by the gmcb on an annual basis. Ongoing disclosure of operating results is also required, and the affiliated hospitals submit their financial statements regularly throughout the year. The uvm health network also regularly discloses its consolidated financial results on its website and submits press releases relating to performance on a regular basis to local news organizations.”