Tufts Medical Center Physicians

“Tufts medical center physicians organization, inc. Is the sole corporate member of all the group practices.”

“Tufts medical center physicians organization, as sole corporate member of the physician practices, has the power to appoint the members of the governing bodies of the physician practices.”

“Certain governance decisions are generally reserved for tufts medical center physicians organization as sole corporate member of the physician practices. Such governance decisions include the following: (a) the power to authorize: (i) the amendment and restatement of articles of incorporation or other charter documents and of the bylaws of each affiliate; (ii) the merger or consolidation of each affiliate with any other entity; (iii) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of each affiliate; and (iv) the voluntary dissolution of each affiliate, the plan of distribution of assets upon dissolution and revocation of voluntary dissolution proceedings; (b) the power to approve (i) each affiliate's strategic plans, and (ii) proposed changes to its mission statement; (c) the power to approve each affiliate's (i) capital budgets, (ii) operating budgets, and (iii) non-budgeted material expenditures (as "material" is established by the corporation's board of trustees from time to time); (d) the power to authorize each affiliate's participation in a joint venture, consolidation, network, association, system or alliance of health care providers; (e) the power to enter into any material contract; (f) the power to authorize each affiliate's organization or formation of a new subsidiary or joint venture in which the affiliate's ownership interest will be equal to or be in excess of fifty (50%) percent of net income or voting interest; (g) the power to authorize each affiliate's incurrence or guarantee of material indebtedness to any other person or entity (as "material" is established by the corporation's board of trustees from time to time) and a mortgage, pledge or grant of a security interest in, property or assets of such affiliate in connection with any such indebtedness; (h) the power to approve each affiliate's investment policies; (i) the power to elect or approve and to remove the chair, vice chair, secretary and treasurer and members of each affiliate's governing body (except as otherwise provided in an affiliate's bylaws); (j) the power to authorize any vote by each affiliate of its capital stock or membership voting rights in any and all of its subsidiaries or affiliates; and (k) the power to have the chair of the corporation sit on the board of trustees or other governing body of each affiliate as a nonvoting (or voting, as provided in an affiliate's bylaws) ex-officio member and the right to have the president of the corporation sit on the board of trustees or other governing body of each affiliate as a nonvoting (or voting, as provided in an affiliate's bylaws) ex-officio member; and (l) the power to establish and maintain accounting policies for the corporation and its affiliates and appoint outside auditors for the corporation and each of its affiliates and exercise general oversight responsibility for the financial affairs of the corporation and each affiliate; and (m) the power to negotiate, develop and approve all managed care products for the corporation and each affiliate, individually or in conjunction with other providers.”

“The organization's form 990 is prepared by tax advisors from a national accounting firm. The draft form 990 is reviewed by the finance management prior to filing.”

“The organization monitors compliance with its written conflict of interest policy by regular contact with and questionnaires of all individuals with potential for a conflict of interest. The organization enforces compliance by procedures including annual disclosure and review of such disclosure by management. Conflicts are resolved by the appropriate head of the department and reviewed by the office of legal counsel. The joint compliance committee will discuss any appeal.”

“The compensation committee of the tufts medical center physicians organization board of trustees meets at least annually to review and approve compensation for senior executives and department chairs. The committee reviews extensive compensation benchmarks provided by sullivan and cotter. The committee also reviews and approves compensation levels for new executives and department chairs as needed.”

“The organization makes its governing documents, conflicts of interest policy and financial statements available to the public upon request.”

“The organization routinely consults with internal and outside counsel prior to entering into joint venture arrangements.”