Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
WESTERN CONNECTICUT MEDICAL GROUP PC
Employer identification number
06-1137531
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
160,329
160,329
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
116,231,509
121,548,488
131,374,921
138,666,422
163,437,042
671,258,382
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
116,391,838
121,548,488
131,374,921
138,666,422
163,437,042
671,418,711
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
671,418,711
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
116,391,838
121,548,488
131,374,921
138,666,422
163,437,042
671,418,711
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
488,325
457,479
358,176
308,388
349,325
1,961,693
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
488,325
457,479
358,176
308,388
349,325
1,961,693
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
116,880,163
122,005,967
131,733,097
138,974,810
163,786,367
673,380,404
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
99.709 %
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
99.670 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
0.291 %
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
0.330 %
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
WESTERN CONNECTICUT MEDICAL GROUP PC
Employer identification number
06-1137531
Identifier
Return Reference
Explanation
SUPPLEMENTAL INFORMATION
FORM 990, PART I, LINE 3 INDEPENDENT TRUSTEES THERE ARE NO INDEPENDENT TRUSTEES DUE TO COMPENSATION PAID TO TRUSTEES FOR THEIR SERVICES AS PHYSICIANS RATHER THAN FOR THEIR BOARD SERVICE. HOWEVER, THE ORGANIZATION IS PART OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM OF ENTITIES WHICH HAVE COMMUNITY BOARDS WHICH ARE RESPONSIBLE FOR CERTAIN OVERSIGHT AND POLICY DECISIONS. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT THE MISSION AT WCMG IS TO PROVIDE SAFE, INNOVATIVE, CONVENIENT AND COORDINATED PRIMARY AND SPECIALTY HEALTH CARE IN THE COMMUNITIES WE SERVE AND STRIVE TO BE AWARE OF AND RESPOND TO OUR PATIENTS NEEDS. WE SUPPORT A COMMITMENT TO ADVANCE THE HEALTH AND WELLBEING OF PEOPLE IN OUR COMMUNITY BY DELIVERING QUALITY CARE PARTICIPATING IN MEDICAL RESEARCH AND MEDICAL RESIDENCY PROGRAMS AND THE PROVISION OF MEDICAL SERVICES TO PATIENTS. FORM 990, PART III, LINE 4D OTHER PROGRAM SERVICES ALL OTHER PROGRAM SERVICES INCLUDE SURGERY, OBGYN, PEDIATRICS, PSYCHOLOGY, PATHOLOGY, AND ADMINISTRATION. FORM 990, PART V, LINES 3A AND 3B UNRELATED BUSINESS INCOME AND FORM 990-T MEDI-SPA SERVICES HAS BEEN DISSOLVED AS OF JUNE 2011 AND THEREFORE UNRELATED BUSINESS IS NO LONGER TAKING PLACE. FORM 990, PART VI, LINE 3 DESCRIPTION OF DELEGATED DUTIES TO MANAGEMENT COMPANY THE EXECUTIVE DIRECTOR AND CFO OPERATIONS AT WCMG ARE ADMINISTERED BY A MANAGEMENT COMPANY, AS DIRECTED BY THE BOARD OF TRUSTEES. THOMAS LINHARES (EXECUTIVE DIRECTOR - BEGAN 1/9/12) AND COLLEEN SCOTT (CFO - BEGAN 4/16/12) ARE EMPLOYEES OF JHD GROUP. FORM 990, PART VI, LINE 6 EXPLANATION OF CLASSES OF MEMBERS OR SHAREHOLDER WESTERN CONNECTICUT MEDICAL GROUP IS A STOCK CORPORATION WITH STOCK ISSUED TO ITS PHYSICIAN MEMBERSHIP. FORM 990, PART VI, LINE 7A ELECTION OF MEMBERS OF THE GOVERNING BODY THE BOARD OF TRUSTEES ARE AUTOMATIC APPOINTMENTS BASED ON THEIR SPECIFIC POSITIONS AS FULL-TIME SALARIED POSITIONS AT THE HOSPITAL AND THEREFORE, TRUSTEES ARE NOT ELECTED TO THE BOARD. FORM 990, PART VI, LINE 7B APPROVALS BY MEMBERS, STOCKHOLDERS, OR OTHER PERSONS THE BY-LAWS REQUIRE THAT THE MEMBERS MUST VOTE TO APPROVE, AMEND, ALTER OR REPEAL THE CORPORATION'S BY-LAWS. FORM 990 PART VI, LINE 11B FORM 990 REVIEW PROCESS THE ORGANIZATION PROVIDES A COPY OF THE COMPLETED 990 FORMS TO THE NETWORK AUDIT COMMITTEE FOR REVIEW. THE FORMS ARE REVIEWED BY THE CHIEF FINANCIAL OFFICER, PRESIDENT, AND EXECUTIVE DIRECTOR. ERNST & YOUNG CONDUCTS A REVIEW OF THE RETURN FOR COMPLETENESS AND ACCURACY. PRIOR TO THE 990 BEING FILED WITH THE IRS, THE BOARD WILL RECEIVE A FULL AND ACCURATE COPY ON A SECURED WEBSITE FOR THEIR REVIEW. FORM 990 PART VI, LINE 12C EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS BOARD MEMBERS AND SENIOR MANAGEMENT ARE COGNIZANT OF THE IMPORTANCE OF DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST AND WILL QUESTION POSSIBLE CONFLICTS IN VARIOUS BOARD MEETINGS. THE CHIEF COMPLIANCE OFFICER IS PART OF THE ROUTINE CONTRACTS REVIEW PROCESS AND WATCHES FOR POTENTIAL CONFLICTS WITH BOARD, MANAGEMENT AND STAFF. THE COMPLIANCE OFFICER WILL CONTINUALLY REQUEST THE INFORMATION UNTIL ALL RESPONSES ARE RECEIVED. THE AUDIT COMMITTEE REVIEWS AND EVALUATES EACH DISCLOSURE TO DETERMINE IF THERE IS A CONFLICT. A SUMMARY REPORT IS SHARED WITH THE FULL BOARD. THE COI POLICY BELOW NOTES WHAT IS TO OCCUR, WHEN THERE IS A CLEAR CONFLICT. CONFLICT OF INTEREST POLICY FOR DIRECTORS AND OFFICERS THE PURPOSE OF THIS POLICY IS TO ENSURE THAT THE DIRECTORS AND OFFICERS OF WESTERN CONNECTICUT HEALTH NETWORK, INC.(WCHN) (TOGETHER THE "REPRESENTATIVES" AND INDIVIDUALLY A "REPRESENTATIVE") ARE NOT PREVENTED FROM PERFORMING SERVICES ON BEHALF OF WCHN SOLELY BECAUSE OF POSSIBLE CONFLICTS OF INTEREST ON THEIR PART, AND THAT THE REPRESENTATIVES WILL BE ABLE TO GOVERN AND SERVE THE BEST INTERESTS OF WCHN BY EXERCISING THEIR BEST CARE, SKILL AND HONEST JUDGMENT ON ITS BEHALF. THIS POLICY RECOGNIZES THAT (1) MEMBERS OF THE BOARD OF DIRECTORS ARE OFTEN CHOSEN BECAUSE OF THEIR EXPERIENCE IN MATTERS RELEVANT TO THE OPERATION OF WCHN AND (2) THAT DIRECTORS AND OFFICERS MAY BE ASKED BY WCHN TO PARTICIPATE ON BEHALF OF WCHN AS A DIRECTOR OR OFFICER OF ANOTHER ORGANIZATION, TRADE ASSOCIATION, JOINT VENTURE AND NETWORK. ACCORDINGLY, ANOTHER OBJECTIVE OF THIS POLICY IS TO ENSURE THAT MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS ARE NOT DISQUALIFIED FROM PARTICIPATION IN WCHN GOVERNANCE BY VIRTUE OF THEIR AFFILIATIONS WITH OTHER INSTITUTIONS OR ENTITIES. NOTWITHSTANDING THE ABOVE, IT IS POSSIBLE THAT A REPRESENTATIVE MAY HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST (1) BASED ON PERSONAL INTERESTS OR TRANSACTIONS OR (2) BY VIRTUE OF HIS OR HER RELATIONSHIP AS AN OWNER, CREDITOR, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF ANOTHER ENTITY. THE OBJECTIVES IDENTIFIED ABOVE WILL BE PROMOTED BY: (1) FULL DISCLOSURE BY DIRECTORS AND OFFICERS OF ALL PERSONAL AND OUTSIDE INTERESTS THAT MAY AFFECT OR BE AFFECTED BY WCHN'S OPERATIONS OR BY DECISIONS THAT THE REPRESENTATIVE MAKES ON WCHN'S BEHALF AND (2) ESTABLISHMENT OF GUIDELINES FOR DETERMINING WHEN ACTUAL AND POTENTIAL CONFLICTS OF INTEREST OCCUR AND OF PRINCIPLES AND PROCEDURES FOR ADDRESSING ACTUAL AND POTENTIAL CONFLICTS. EACH ACTUAL OR POTENTIAL CONFLICT OF INTEREST THAT IS DISCLOSED SHOULD BE CAREFULLY EXAMINED AND APPROPRIATE MEASURES PUT INTO PLACE TO MAINTAIN THE BALANCE BETWEEN ENSURING FAIR AND HONEST DELIBERATIONS AND ENCOURAGING PARTICIPATION OF QUALIFIED REPRESENTATIVES IN WCHN. THE BOARD OF DIRECTORS OF WCHN RECOGNIZES THE IMPORTANCE TO WCHN OF HAVING A CONSISTENT POLICY APPLICABLE TO THE DIRECTORS AND OFFICERS OF ALL CORPORATIONS WITHIN ITS SYSTEM. THIS POLICY THEREFORE APPLIES TO THE DIRECTORS AND OFFICERS OF WCHN AS WELL AS THE DIRECTORS AND OFFICERS OF DANBURY HOSPITAL, NEW MILFORD HOSPITAL, WESTERN CT HEALTH NETWORK FOUNDATION, INC., THE WESTERN CT HOME CARE, INC., WESTERN CT HEALTH NETWORK AFFILIATES, AND BUSINESS SYSTEMS, INC. AND THE BOARD OF EACH SUCH CORPORATION SHALL TAKE WHATEVER ACTION AS MAY BE NECESSARY TO INSURE THE EFFECTIVENESS OF THIS POLICY. VOTING. NO DIRECTOR HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL VOTE ON THAT MATTER OR BE COUNTED IN DETERMINING THE QUORUM FOR THE MEETING AT WHICH THE VOTE IS TAKEN, EVEN WHEN PERMITTED BY LAW. NO REPRESENTATIVE HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER. NEED FOR RESIGNATION OR DECISION NOT TO APPOINT. IF THE BOARD OF DIRECTORS, IN ITS SOLE DISCRETION, DETERMINES THAT ANY REPRESENTATIVE HAS CONFLICTS OF INTEREST SUFFICIENT IN NUMBER AND/OR IMPORTANCE THAT THE EFFECTIVENESS OF SUCH REPRESENTATIVE ON BEHALF OF WCHN MAY BE SIGNIFICANTLY IMPAIRED, THE BOARD MAY ASK THE REPRESENTATIVE TO RESIGN. FORM 990, PART VI, LINES 15A AND 15B COMPENSATION REVIEW & APPROVAL PROCESS FOR CEO, EXEC. DIR., OR TOP MGMT COMPENSATION REVIEW AND APPROVAL PROCESS FOR OFFICERS AND KEY EMPLOYEES ARE REVIEWED AND BASED ON OUTSIDE MARKET DATA FROM A THIRD PARTY VENDOR. THE REVIEW WAS LAST PERFORMED IN 2011. COMPENSATION IS FURTHER REVIEWED BY THE HUMAN RESOURCES DEPARTMENT, THE WCMG BOARD OF DIRECTORS AND WCHN COMMITTEE ON GOVERNANCE. THE CEO, CFO, CMO AND COO OF THE MEDICAL GROUP ARE OUTSOURCED TO A MANAGEMENT COMPANY, THE JHD GROUP. THE BOARD NEGOTIATED THE MANAGEMENT AGREEMENT, INCLUSIVE OF THE RELATED COMPENSATION. FORM 990, PART VI, LINE 19 OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE THE INFORMATION THAT HAS BEEN POSTED ON THE WESTERN CONNECTICUT HEALTH NETWORK, INC. WEBSITE FOR 2012 INCLUDES: THE MOST CURRENT AUDITED FINANCIAL STATEMENTS. ALSO INCLUDED IS THE CODE OF BUSINESS ETHICS, INFORMATION ABOUT OUR COMPLIANCE PROGRAM, AND A COPY OF OUR POLICY REGARDING PREVENTING OF FRAUD, WASTE AND ABUSE. ALL GOVERNING DOCUMENTS REQUIRED BY LAW ARE MADE AVAILABLE UPON REQUEST. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. FORM 990, PART VII COMPENSATION EXPLANATION MATTHEW MILLER PER WEEK AN AVERAGE OF 40 HOURS WERE DEVOTED TO RELATED ORGANIZATIONS. THOMAS LINHARES BEGINNING 1/9/12, THOMAS LINHARES (EXECUTIVE DIRECTOR) IS PAID BY A MANAGEMENT COMPANY (JHD GROUP). COLLEEN SCOTT BEGINNING 4/16/12, COLLEEN SCOTT (CFO) IS PAID BY A MANAGEMENT COMPANY (JHD GROUP). PIERRE SALDINGER PER WEEK AN AVERAGE OF 2 HOURS WERE DEVOTED TO RELATED ORGANIZATIONS. FORM 990, PART XI, LINE 5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES OTHER CHANGES IN NET ASSETS OR FUND BALANCES INCLUDES A ($2,845) CHANGE IN EQUITY. THE SMALL VARIANCE WAS DUE TO AN INTERCOMPANY ADJUSTMENT. THE TAXPAYER'S FORM 5471 FILING REQUIREMENTS HAVE BEEN OR WILL BE SATISFIED BY DANBURY HOSPITAL, 24 HOSPITAL AVENUE, DANBURY, CT 06810, TIN: 06-0646597. DANBURY HOSPITAL HAS FILED OR WILL FILE THE FORM 5471 AND APPLICABLE SCHEDULES WITH THE IRS SERVICE CENTER, PHILADELPHIA, PA.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.