Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| MEMBERS | FORM 990, PART VI, SECTION A, LINES 6, 7A, & 7B | THE ONLY MEMBER OF THE CORPORATION SHALL BE CENTRAL MAINE HEALTHCARE CORPORATION. THE ANNUAL MEETING OF THE VOTING MEMBERS SHALL BE HELD IN JANUARY EACH YEAR AT SUCH TIME AND PLACE AS MAY BE ESTABLISHED BY THE SOLE MEMBER OF THE CORPORATION. MEMBERS OF THE BOARD OF DIRECTORS SHALL BE APPOINTED BY THE SOLE MEMBER OF THE CORPORATION. |
| FORM 990 REVIEW PROCESS | FORM 990, PART VI, SECTION B, LINE 11B | ALL AFFILIATED FORM 990's AND APPLICABLE SCHEDULES ARE PREPARED BY A PUBLIC ACCOUNTING FIRM IN COOPERATION WITH THE FINANCE DEPARTMENT. THE COMPLETED RETURNS ARE REVIEWED WITH THE DIRECTOR OF FINANCE THEN WITH THE CFO FOLLOWING THAT REVIEW; THEY ARE PRESENTED TO THE FINANCE COMMITTEE OF THE CENTRAL MAINE HEALTHCARE BOARD OF DIRECTORS, WHICH HAS REPRESENTATIVES FROM ALL AFFILIATED BOARDS. ONCE THIS REVIEW IS COMPLETED, ANY NECESSARY CHANGES ARE MADE AND THE FINAL RETURN IS PRESENTED TO ITS RESPECTIVE BOARD WITH THE FINANCE COMMITTEE MEMBER TAKING AND ANSWERING QUESTIONS. A FINANCE DEPARTMENT REPRESENTATIVE, KNOWLEDGEABLE OF THE RETURN, IS AVAILABLE TO ASSIST DURING PRESENTATIONS, IF REQUESTED BY THE FINANCE COMMITTEE MEMBER IN THE EVENT THAT THE NEXT BOARD MEETING IS NOT SCHEDULED UNTIL AFTER THE FILING DATE, THE FINAL RETURN IS MAILED TO ALL BOARD MEMBERS AND THE PRESENTATION OCCURS AT THE NEXT SCHEDULED BOARD MEETING. |
| CONFLICT OF INTEREST POLICY | FORM 990, PART VI, SECTION B, LINE 12C | OFFICERS AND DIRECTORS COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT WHICH IS REVIEWED BY THE CHAIRMAN OF THE BOARD AND CONFORMS TO THE CONDITIONS CONTAINED WITHIN THE CORPORATION'S BYLAWS, WHICH MEET OR EXCEED THE CURRENT IRS REPORTING THRESHOLDS. IN AREAS OF CONFLICT BY THE CHAIRMAN, THE VICE-CHAIRMAN REVIEWS. ADDITIONALLY, AS PART OF THE ANNUAL FORM 990 PREPARATION PROCESS, A SEPARATE QUESTIONNAIRE IS PROVIDED, WHICH INCLUDES DISTRIBUTION TO KEY EMPLOYEES, COVERING REPORTING AREAS OF LOANS, GRANTS, BUSINESS RELATIONSHIPS, AND OTHER CONFLICTS. THESE QUESTIONNAIRES ARE REVIEWED BY THE FINANCE DEPARTMENT FOR REPORTABLE ITEMS FOR THE FORM 990. IN THE CASE OF A POSSIBLE CONFLICT, THE BOARD WOULD REVIEW THE SITUATION AND TAKE ACTIONS DEEMED APPROPRIATE FOR THE POSSIBLE OR ACTUAL CONFLICTS OF MEMBERS OF THE BOARD OR THE EXECUTIVE OFFICERS. IN THE CASE OF KEY EMPLOYEES, THE REVIEW AND ACTIONS TAKEN WOULD BE PERFORMED BY THEIR DIRECT SUPERVISOR. |
| COMPENSATION POLICY - OFFICERS | FORM 990, PART VI, SECTION B, LINE 15A | CENTRAL MAINE HEALTHCARE (CMHC) HAS ESTABLISHED AND FOLLOWS A DELIBERATIVE TRANSPARENT PROCESS WHICH MEETS IRS REGULATIONS FOR "REBUTTABLE" PRESUMPTION OF REASONABLENESS. A STANDING EXECUTIVE COMPENSATION COMMITTEE (ECC), COMPRISED OF INDEPENDENT MEMBERS OF BOARD LEADERSHIP, EXISTS TO UNDERTAKE THE PROCESS OF DETERMINING COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF MEDICAL OFFICER, PRESIDENT OF CENTRAL MAINE MEDICAL CENTER, PHYSICIAN PRACTICE EXECUTIVE, PRESIDENT OF RUMFORD HOSPITAL, AND PRESIDENT OF BRIDGTON HOSPITAL. THE PROCESS GUIDELINES AND AUTHORITY OF THE ECC ARE SET OUT IN THE EXECUTIVE COMPENSATION PHILOSOPHY AND RESPONSIBILITIES CHARTER WHICH WAS APPROVED BY THE CMHC BOARD. THE ENTIRE CMHC BOARD PARTICIPATES IN THE ANNUAL PERFORMANCE EVALUATION OF EACH EXECUTIVE, INCLUDING A REVIEW OF ACCOMPLISHMENTS RELATIVE TO GOALS AND OBJECTIVES DERIVED FROM THE STRATEGIC PLAN. THE ECC REVIEWS THE RESULTS OF THE ANNUAL PERFORMANCE EVALUATION AND APPROPRIATE COMPARABILITY DATA BASED ON SEVERAL FACTORS RECOMMENDED BY AN INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT, WHO SPECIALIZES IN NOT-FOR-PROFIT HOSPITALS AND HEALTH SYSTEMS, AND OUR ATTORNEY'S FACTORS USED IN DETERMINING COMPARABILITY TO THE ORGANIZATION INCLUDES GEOGRAPHY, ORGANIZATIONAL COMPLEXITY, FACILITY TYPE, OWNERSHIP TYPE, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE'S CONSULTANTS, OR ITS ATTORNEY'S USING THIS INFORMATION, THE ECC ANNUALLY REVIEWS THE EXECUTIVE'S COMPENSATION TO DETERMINE IF MODIFICATION TO BASE SALARY IS WARRANTED, AND REVIEWS THE EXECUTIVES' ACCOMPLISHMENTS TO DETERMINE IF ANY VARIABLE PAY IS TO BE AWARDED. THE ENTIRE PROCESS IS THEN DOCUMENTED CONTEMPORANEOUSLY WITH THE DECISION MAKING PROCESS AND APPROVED THEREAFTER IN ACCORDANCE WITH THE REQUIREMENTS OF THE IRS. |
| PUBLIC DISCLOSURE | FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST IN THE ORGANIZATION'S ADMINISTRATIVE OFFICES. THE FINANCIAL STATEMENTS OF THE ORGANIZATION ARE INCLUDED IN THE MOST RECENTLY FILED FORM 990 AND PROVIDED, UPON REQUEST, IN THAT FORMAT UNLESS THE SPECIFIC REQUEST DEEMS A DIFFERENT FORMAT MORE APPROPRIATE. |
| COMPENSATION | FORM 990, PART VII, SECTION A | PETER CHALKE, CHARLES ORNE (THROUGH JANUARY, 2011), CAROL MORIN, AND MATTHEW COX (AFTER JANUARY, 2011) ARE ALL EMPLOYED BY CENTRAL MAINE HEALTHCARE. AS PART OF THEIR DUTIES, THEY ARE ALSO OFFICERS OF SEVERAL SUBSIDIARY CORPORATIONS. MOST OF THEIR TIME IS SPENT WORKING FOR THE SYSTEM AS A WHOLE, NOT SPECIFICALLY FOR EACH ENTITY OF WHICH THEY OFFICIATE. MARK ADAMS IS A MEMBER OF THE BOARDS OF CENTRAL MAINE MEDICAL CENTER, CENTRAL MAINE REAL ESTATE, AND CENTRAL MAINE COMMUNITY HEALTH. PAUL DIONNE IS A MEMBER OF THE BOARDS OF CENTRAL MAINE HEALTHCARE, CENTRAL MAINE REAL ESTATE, AND CENTRAL MAINE COMMUNITY HEALTH. ROBERT QUINTON IS A MEMBER OF THE BOARDS OF CENTRAL MAINE HEALTHCARE, CENTRAL MAINE REAL ESTATE, CENTRAL MAINE COMMUNITY HEALTH, AND CENTRAL MAINE HEART AND VASCULAR INSTITUTE. |
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