Sentara Community Health and Wellness Initiative

“The organization's officers and directors served together on the boards of other organizations within the sentara health system ("the system"), as well as joint ventures in which the system had an ownership interest. See schedule r for a listing of such entities.”

“The organization had two classes of members; only the class a member had voting rights, including the power to annually elect members of the organization's governing body. The organization's sole class a member was sentara health, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“The board of directors, which served as the organization's governing body, was elected by its sole class a member, sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system.”

“The sole class a member, sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, has the right to vote on amendments to the organization's governing documents; the conversion, merger, consolidation, or sale of substantially all of the assets of the organization; the dissolution of the organization; and any matter presented to the organization's members for a vote.”

“The organization was part of the sentara health system ("the system"), and as such, used the system's in-house tax department, headed by a licensed certified public accountant, to both prepare and review its form 990. During the preparation and review process, the tax department worked closely with other system departments, such as legal, compensation and benefits, compliance, finance, and marketing, to ensure that a complete and accurate return was filed. The parent of the system is sentara health, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“The organization follows the conflict of interest policy adopted by sentara health, the organization's sole class a member. Directors, board-nominated officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. Additionally, each organization's governing board or appropriate body monitors transactions involving disclosed potential conflicts of interest.”

“As part of the sentara health system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the organization is to base overall compensation and benefits for executives on not-for-profit market comparables, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the organization performed substantial due diligence as to market comparables. The compensation committee, which consists of independent board members without conflicts of interest, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the organization's senior executives to compensation data from published survey sources based on each senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance every year. The most recent study compared sentara's performance to 28 not-for-profit healthcare systems, and 36 independent and integrated delivery system-owned health plans based on net revenue growth, operating margin, various clinical quality metrics and patient satisfaction. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the organization's compensation committee, which made its compensation decisions based on a) its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meetings and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of independent board members without conflict of interests. This process was used to establish compensation for the organization's president and vice president, who also served as executive vice president and cao, and president and ceo, of the system, respectively. The process was last undertaken during the current tax year for the positions listed.”

“The consolidated financial statements for sentara health and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“Board member independence the organization's board of directors is elected annually by sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system. The governing board of sentara health is a community-based board comprised of 16 voting members, 15 of which are considered independent, as defined in the form 990 instructions.”

“Whistleblower policy the organization follows the written whistleblower policy adopted by sentara health, the organization's sole class a member.”

“Document retention and destruction policy the organization follows the written document retention and destruction policy adopted by sentara health, the organization's sole class a member.”

“Sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, maintains an agency relationship with the organization and issues all 1099s on its behalf. The number reported is a best estimate of the 1099s attributable to the organization. The exact number cannot be determined; as some of the 1099s issued by the agent are attributable to more than one entity, and there is no reporting mechanism to determine 1099's attributable solely to the organization.”

“Dissolution of sentara community health and wellness initiative the balance sheet and other changes in fund balance of sentara community health and wellness initiative reflects the dissolution whereby the assets, liabilities and fund balance of sentara community health and wellness has been reduced to zero. See schedule n for additional information.”

“Book reclass of intercompany account balances to equity 824,394.”