Emory Group Return

“Members and decisions of the governing body: ehc: ehc articles and bylaws may not be amended without the approval of the executive committee of the board of trustees of emory university, based on the recommendation of its robert w. Woodruff health sciences center board (the "woodruff board"), a subcommittee of the emory university board of trustees. In addition, ehc may not take any of the following actions without the prior approval of the executive committee and the finance committee of the board of trustees of emory university, based on the recommendation of the woodruff board: (1) organize any subsidiary corporation or enter into any joint venture or partnership; (2) adopt a plan of liquidation or dissolution, or file a voluntary petition in bankruptcy; (3) enter into any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of ehc; (4) adopt a plan of reorganization, or of merger or consolidation with another corporation; (5) incur any single item of indebtedness in excess of $500,000; (6) adopt or amend any long-range plan; or (7) adopt or amend an annual operating budget or capital budget or make any expenditures except pursuant to budget or expenditure policies approved by emory university. Ehc is also required to deliver to the woodruff board an annual report of the financial affairs of ehc for the period concerned, including a statement of the assets and liabilities of ehc, a statement of the receipts and distributions of ehc, a statement of its then-current investment portfolio and such other information as the directors of ehc or the trustees of the woodruff board deem appropriate and helpful. Tec: ehc board of directors appoints four of its directors to serve as members of tec board of directors. In addition, three directors serve by virtue of the office they hold at ehc or emory university, and two directors are appointed by the executive vice president for health affairs of emory university. The members of tec board of directors must approve certain amendments to the bylaws. Wwc: the board of directors of ehc elects the board of directors of wwc. In addition, the following actions by wwc require the approval of the board of directors of ehc: (1) the dissolution, merger or consolidation of the corporation; (2) the amendment of the articles of incorporation; (3) the sale, lease or exchange of all or substantially all of the assets of the corporation; (4) the obligation of the corporation for any single item of indebtedness in excess of $500,000; and (5) the amendment or repeal of the bylaws of the corporation or the adoption of new bylaws of the corporation. Emcf, t3, sjha: these questions are "no" for emcf, t3 and sjha. Ecc: ehc board of directors appoints three of its directors to serve as members of ecc board of directors. The members of ecc board of directors must approve certain amendments to the bylaws. Ei: articles and bylaws may not be amended without the approval of the finance committee of the board of trustees of emory university. In addition, ei may not take any of the following actions without the prior approval of the finance committee of the board of trustees of emory university: (1) organize any subsidiary corporation or enter into any joint venture or partnership; (2) adopt a plan of liquidation or dissolution, or file a voluntary petition in bankruptcy; (3) enter into any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of the corporation; (4) adopt a plan of reorganization, or of merger or consolidation with another corporation; (5) incur indebtedness or line of credit, or make a purchase, in excess of $1 million; (6) adopt or amend any long-range plan; (7) adopt or amend a branding plan; (8) approve executive salaries, which shall be approved in advance by the emory university executive compensation and trustees' conflict of interest committee; (9) enter into any financial institutio”

“Process used to review form 990: prior to finalization of the return, management provided access to a final draft of the form 990 to all members of the board of directors of each of the organizations in the group and gave them an opportunity to make comments. Management updated the form 990 for all comments received and provided the final version of the form 990 to all members of each board of directors prior to filing.”

“Conflict of interest policy: the group's conflict of interest policy requires certain individuals to disclose participation in activities or circumstances that may present a conflict of interest on an annual basis or if at any time such individual becomes aware of circumstances that may present a conflict of interest. These disclosures are reviewed by the respective board of directors, as necessary. If the applicable conflict of interest committee determines that a conflict of interest exists, the individual with the conflict of interest may make a presentation to such board of directors or conflict of interest committee, but after such presentation, the individual must leave the meeting during the discussion of, and the vote on, the transaction or arrangement that resulted in the conflict of interest. During the fiscal year none of the directors with related business interests voted on business decisions involving their companies.”

“Determination of compensation: ehc, tec, wwc, esj, t3, sjha, ecc: emory university has a committee on executive compensation and trustees' conflict of interest (the "committee") composed of non-employee members of the emory university board of trustees. Each year, the committee reviews market data compiled by independent consulting firms from comparable research institutions for each position identified as a "disqualified person" for purposes of intermediate sanctions under irs regulations. The committee discusses the proposed compensation for each such individual in the context of the market data and the individual's performance and contribution to ehc, tec, wwc, esj, t3, sjha, ecc and it makes a decision regarding the appropriateness of compensation and any compensation increase. The discussions are documented in the committee's minutes by a representative of the office of the general counsel. Other senior leadership (clinical department chairs, service chiefs and senior leaders) are eligible to participate in four incentive compensation plans that are based on the organization's satisfaction of targets for financial performance and defined individual performance metrics measurable goals. These plans (the senior executive incentive plan; the clinical department chairs plan; the senior management incentive plan; and the clinic leadership plan) are governed by the executive vice president for health affairs and the ceo for ehc, and reported to and approved by committee. There is no overlap among these four plans. Emcf, ei: emcf and ei staff members are employees of emory university. Emory university compensation policies and practices apply to emcf and ei.”

“Availability of documents to the public: generally, entities included in the group return (ehc, tec, wwc, emcf, ei, esj, t3, sjha, ecc) do not make their governing documents or their conflict of interest policy available to the public although they are available upon request. However, their articles of incorporation are publicly available through georgia's secretary of state website. The group's financial statements are available to the public via the annual form 990 tax return.”

“Form 990, page 1, line h(a) the list below shows all the entities included in this group return along with the corresponding acronyms that will be used throughout this return: emory healthcare, inc. (ehc) (58-2137993) 1440 clifton road, ne whscab suite 309 atlanta, ga 30322 the emory clinic, inc. (tec) (58-2030692) 1365 clifton road, ne atlanta, ga 30322 wesley woods center of emory university, inc. (wwc) (58-1529366) 1821 clifton road, ne atlanta, ga 30322 emory medical care foundation, inc. (emcf) (58-1537752) 1648 pierce drive atlanta, ga 30322 emory innovations, inc. (ei) (45-5372942) 201 dowman drive 101 administration building atlanta, ga 30322 emory/saint joseph's, inc. (esj) (45-2721833) 1440 clifton road, ne whscab, suite 309 atlanta, ga 30322 translational testing and training laboratories, inc. (t3) (80-0079841) 5673 peachtree dunwoody road suite 550 atlanta, ga 30342 saint joseph's hospital of atlanta, inc. (sjha) (58-0566257) 5673 peachtree dunwoody road suite 550 atlanta, ga 30342 emory-children's center, inc. (ecc) (58-2298500) 2015 uppergate drive ne atlanta, ga 30322 form 990, part iii, line 1 - organization's mission the missions of each of the various entities within this group return are listed below: ehc is the clinical arm of the robert w. Woodruff health sciences center of emory university, which focuses on patient care, education of health professionals, research addressing health and illness, and health policies for prevention and treatment of disease. Tec's mission is to provide patient-focused service and compassionate support with the goal of "making people healthy." tec also supports the clinical, teaching, and research missions of the robert w. Woodruff health sciences center of emory university. Wwc's mission is to restore and promote the health of the elderly community by providing medical services which include geriatric inpatient, outpatient, and residential services. Also, wwc serves as a community resource to encourage healthy aging. Emcf is organized exclusively for charitable, scientific, and educational purposes, including, without limitation, the promotion and advancement of patient care, professional medical services, medical education, and medical research for the benefit of community residents including, but not limited to indigent residents of fulton and dekalb counties, georgia. Ei is organized exclusively for charitable, educational and scientific purposes to engage in innovative programs and enterprises to support emory university's goals. Esj is a joint venture between emory healthcare, inc. And saint joseph's health system, which owns t3, sjha, johns creek hospital, and saint joseph's medical group. T3 is a non-profit preclincial research institute. Research is primarily focused on development of medical devices and therapeutics. Sjha is a community based hospital located in sandy springs, georgia, which is licensed for 410 beds, including 54 intensive care beds and 188 general and acute care beds. Ecc provides specialty medical care for pediatric patients.”

“Number of employees: tec and ecc have a common paymaster relationship for payroll purposes with emory university (ein 58-0566256). The salaries of tec's and ecc's employees are paid by emory university, reported on emory university's forms 941, and reimbursed by tec and ecc. Therefore, these employees are reported on emory university's form 990. Wwc, esj, t3, and sjha have a common paymaster relationship for payroll purposes with ehc. The salaries of wwc, esj, t3, and sjha's employees are paid by ehc, reported on ehc forms 941 and reimbursed by wwc, esj, t3, and sjha respectively. Therefore, these employees are reported on the group return along with ehc employees. The staff members of emcf and ei are employees of emory university. The salaries of emcf and ei's employees are paid by emory university, reported on emory university's forms 941, and reimbursed by emcf and ei respectively. Therefore, these employees are reported on emory university's form 990.”

“Other program services: 4a: tec is the major faculty practice program of the emory university school of medicine and is a separate operating unit of emory healthcare, the health care delivery arm of emory university. Founded in 1953 as a for-profit partnership of 18 clinical faculty members, the organization has grown over the past 50+ years to nearly 1,200 clinician-teachers and clinician-scientists. Tec supports the clinical, teaching and research missions of the robert w. Woodruff health sciences center of emory university, as well as provides a patient base for clinical service, teaching and clinical care trials. In 1992, tec converted to a 501(c)(3) non-profit corporation consistent with most other faculty practice programs nationally. Charity care: tec serves the health care needs of patients from the regional, national and international communities. During fiscal year 2014, tec experienced approximately 2.6 million patient encounters. In the same time period, tec rendered $50 million in direct charity care, largely for complex care (i.e., organ transplantation, cancer and cardiac disease). This charity care also includes support for individuals who are uninsured and do not have the ability to pay some or all of the amounts due for their care. Community benefits: as a corporate and community citizen, tec has a community responsibility to increase awareness of health issues affecting the community citizens. Part of tec's commitment to the mission of excellence is in responding to the health care needs of atlanta's residents. An active speaker's bureau, comprised of medical staff members, informs local business and civic organizations about various health care topics and issues. Support groups offer resources for dealing with specific health problems. These programs address many specific groups, including smokers who want to quit, people who have suffered loss, prostate cancer survivors and those who have experienced a transplant, stroke, sickle cell disease, or premature infant loss. Tec staff members also serve as spokespersons in shaping healthcare policy at the regional and national level by advocating healthy lifestyles. 4b: emory/saint joseph's, inc. Is a joint operating company that controls the following entities: translational testing and training laboratories, inc. F/k/a saint joseph's translational research institute, inc., saint joseph's hospital of atlanta, inc., and ehca johns creek, llc. Emory/saint joseph's, inc. Is controlled 51% by ehc/joc holdings, llc, a single member limited liability company which has as its sole member, emory healthcare, inc., and 49% by sjhs/joc holdings, llc, a single member limited liability company which has as its sole member, saint joseph's health system, inc. T3 is a pre-clinical research and training institute that has as its mission the translation of scientific discoveries into modern therapeutics for patient care. Saint joseph's hospital of atlanta, inc. Has as an operating division saint joseph's hospital, which is an acute care hospital located in north metro atlanta. Founded by the sisters of mercy in 1880, saint joseph's hospital is atlanta's oldest hospital and the only catholic hospital in the atlanta area. Saint joseph's hospital is recognized as a leading specialty-referral hospital in georgia and one of the region's premier providers of cardiac, vascular, and orthopaedic services. Saint joseph's hospital also offers neurologic, vascular, gastrointestinal, respiratory, orthopaedic, and cancer care, among other specialties. Throughout its history, saint joseph's hospital has been dedicated to furthering the healing ministry of the sisters of mercy by providing compassionate, clinically excellent health care in the spirit of the loving service to those in need, with special attention to the poor and vulnerable as demonstrated through its mission and core values. Ehca johns creek, llc has as an operating division, emory johns creek hospital, which is an acute care fac”

“Independent audited financial statements: all entities included in this group return (ehc, tec, wwc, emcf, ei, esj, t3, sjha, ecc) are included in the audited financials of emory university. A copy of emory university's august 31, 2014 audited financials is attached to this return. The group return did not have a separate independent audit. Form 990, part vi, section a, question 6 members or stockholders: esj has two members - sjhs/joc holdings, inc. And ehc/joc holdings, llc t3 has one member - emory/saint joseph's, inc. Sjha has one member - emory/saint joseph's, inc.”

“Other changes in net assets consists of: cumulative effect of change in accounting $(12,354,756) changes in restricted and unrestricted funds $20,072,096 .”