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
2012
Open to Public Inspection
Name of the organization
Danbury Hospital
Employer identification number
06-0646597
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
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......
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.
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.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
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.)..
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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
Additional Data
Software ID:
12000229
Software Version:
2012v2.0
-
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
2012
Open to Public Inspection
Name of the organization
Danbury Hospital
Employer identification number
06-0646597
Identifier
Return Reference
Explanation
FORM 990, PART VII (ADDT'L INFORMATION)
For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount.Note: All amounts in column F, of Part VII,"Estimated Amount of Other Compensation", represent benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.
Form 990, Part VI, Section A, Line 1b
David Kramer, MD and Neil Culligan, MD were not considered to be independent, since they both received stipends during the year exceeding $10,000.
Form 990, Part VI, Line 7A
The sole member shall be responsible for electing, at the annual meeting of the membership, the members of the Board of Directors of the Hospital to serve for three year terms and until their successors are elected and have qualified.
Form 990, Part VI, Line #6
Western Connecticut Health Network, Inc. is the sole member of Danbury Hospital.
FORM 990, PART IX, COLUMN D
ALTHOUGH CONTRIBUTIONS ARE REFLECTED ON LINE #1 OF PAGE #1 ON FORM 990,ALL FUNDRAISING EXPENSES WERE INCURRED BY THE WESTERN CONNECTICUT HEALTH NETWORK FOUNDATION, INC..
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Decreases
EQUITY TRANSFER TO WCHN-W/O OF INTERCOMPANY = -$28604162
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Decreases
CHANGE IN INVESTMENT OF WHCIC = -$2101411
Form 990, Part XI, Line 9
Other Changes In Net Assets Or Fund Balances - Other Increases
CHANGE IN EQUITY INTEREST OF WCHNF = $27286895
Form 990, Part VI, Line 19
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
The information that has been posted on Danbury Hospital's website for 2013 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 VI, Line 15b
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
Compensation for Other Officers and Key Employees:Compensation review and approval process is identical to the process for the CEO and executives noted in 15A above.
Form 990, Part VI, Line 15a
Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management
Compensation of CEO:In order to achieve its mission and its overall performance objectives, Western Connecticut Health Network, Inc. employs a performance-based total compensation program for its senior executives that is market competitive, compliant with regulatory guidelines, and representative of best practices. Eligible executives are generally direct reports of the CEO along with other executives designated by the CEO. To meet Western Connecticut Health Network Inc.'s total compensation objectives for executives, the following survey sources are used for comparison purposes: -Blend of national Confidential Source, IHS, and Hay Group points healthcare data (where data available), plus 15% geographic differential. Title match data cuts selected based on revenue size.-For Physician executives, surveys covering physician compensation in accredited medical schools (AAMC) are used in combination with proprietary surveys compiled by nationally known consulting firm, Sullivan Cotter and the Medical Group Management Association (MGMA).Western Connecticut Health Network, Inc. targets cash compensation at market competitive levels. Base salary plus short-term (annual) incentive awards (total cash) approximate market competitive levels for total cash compensation. Executive performance is expected to meet or exceed predetermined operational and financial metrics.Other factors, such as competitive market forces, job performance, unique qualifications, and/or individual job responsibilities are also considered in Western Connecticut Health Network, Inc's executive compensation decisions.Roles of the Committee on Governance and Key Executives in the Executive Compensation Process- The Committee on Governance in consultation with the CEO and the SVP HR selects the outside compensation consultants. The current consultant is the Hay Group, whose purpose is to provide a valid independent assessment of the relevent market rates and pay practices for healthcare executives, physician executives and for physicians in general.- The compensation consulting firm compiles appropriate market data, job evaluation and ranking information for all executives and physicians of the organization, excluding the CEO, and will supply this material to the CEO and SVP HR for review and agreement. Once the report is final, it will be supplied to the Committee on Governance for their consideration and acceptance.-The Committee on Governance determines the CEO's salary based on overall performance and market data supplied by the outside market consultant.The last executive compensation evaluation by an outside consultant was done in December, 2013.
Form 990, Part VI, Line 12c
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
The Organization's Process for Monitoring and Enforcing Conflicts of InterestThe Western Connecticut Health Network and its affiliates' (The Network)Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives.Who Is Covered By the PolicyThe Network's Conflict of Interest Policy covers each director, officer and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committe review and evaluate each disclosure to determine if there is a conflict of interest. After presentation of a potential tranaction or arrangement is made by an interested person, the remaining disinterested Board or Committee members shall decide if a conflict of interest exist. Level That Reviews and Determines What To Do If There Is a ConflictAfter exercising due diligence the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken.Restrictions on The Conflicted PersonNo 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.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 individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign.
Form 990, Part VI, Line 11b
Form 990, Part VI, Line 11b: Form 990 Review Process
Steven Rosenberg, CFO, will review the 990 prior to it being sent to the IRS. A preliminary 990, is presented to the Audit Committee in June, who reviews it on behalf of the Board. E&Y is on hand to review the 990 with the Audit Committee and answer any questions. 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 7b
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
The duties and responsibilities of the sole member shall include, among others, the following:Electing at the annual meeting of the membership, the members of the Board of Directors of the hospital to serve for three year terms and until their successors are elected and have qualified:Filling vacancies on the Board of Directors, which occur between elections; reviewing, making, and approving changes in the bylaws; insuring that the objective, purposes and goals of Danbury Hospital as stated in the charter of the Danbury Hospital, Inc. are properly and effectively carried out by the Board of Directors; delegating as appropriate, to the Board of Directors, policy-making functions, the supervision of the Hospital's operations and the control over the Hospital's assets.The Board shall be required to approve the fundamental decisions listed below by the Hospital:-Approval of all operating and capital budgets of the Hospital.-Approval of unbudgeted expenditures over a certain amount.-Approval of any advances of assets or loans by the Hospital, or the incurring of any indebtedness, secured or unsecured, which exceeds such an amount established by the Board.-Appointment of the Hospital's auditors, legal counsel and other consultants.-The procurement of insurance.-Approval of investment policies.-Approval of any agreement or transaction involving an amount greater than established by the Board with another corporation or entity, including affiliated entities.-Approval of joint ventures.-Approval of any amedment or restatement of the Hospital's certificate of incorporation, bylaws, purposes, membership and rights and responsibilities.-Approval of the creation of any corporation of which the Hospital is the sole member or controlling member; the merger or consolidation of the Hospital with another corporation; and the reorganization, liquidation or dissolution of the Hospital or any corporation of which the Hospital is the sole member or controlling member.-Approval of any sale, lease, exchange, or other disposition of all or substantially all the property or assets of the Hospital.-Election and removal of the members of the Board and its officers.-Creation of any committee, other than the Governance Committee.-Approval of the adoption of or any amendment to the policies and procedures governing inhdemnification of directors and officers of the Hospital.-Approval of any conveyance of, or the granting of mortgages, trusts, deeds or the creation of other liens on, any real property assets of the Hospital.-Approval of the strategic plan of the Hospital.-Approval of any change to the employee pension or other employee benefit plans for or on behalf of the Hospital.-Approval of the engagement in managed care and other third party payor contracting on behalf of the Hospital.-Approval of any commencement, cessation, location, relocation or consolidation of significant clinical services provided by the Hospital and to approve or initiate the filing of any application for a certificate of need by the Hospital.-Approval of system-wide quality, performance and credentialing standards and procedures to which the Hospital is expected to adhere.-Approval of any physician compensation arrangements.
Form 990, Part VI, Line 4
Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents
The following significant change was made to the by laws of Danbury Hospital, during the fiscal year ending September 30, 2013:The term of the Chair was changed to allow a person to complete his two-year term as Chair once they exceed their third full term. Thereafter, they will be eligible for re-election to the board after one year without serving. Previously, directors were eligible for elecion to a fourth term.
Form 990, Part VI, Line 2
Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et
Richard Jabara and James Kennedy, both directors of Danbury Hospital have a business relationship.
Client Note 1 - FORM 990, GENERAL EXPLANATION ATTACHMENT========================================FORM 990, PART II, COLUMN D============================ALTHOUGH CONTRIBUTIONS ARE REFLECTED ON LINE #1 OF PAGE #1 ON FORM 990,ALL FUNDRAISING EXPENSES WERE INCURRED BY THE DANBURY HOSPITALDEVELOPMENT FUND, INC..FORM 990, PART IV - TAX-EXEMPT BOND LIABILITIES (ADDITIONAL INFORMATION)========================================================================HOSPITAL REVENUE BONDS FINANCED WITH THE STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIESSERIES G - $42,420,000SERIES H - $41,560,000SERIES J - $35,580,000UNEXPENDED BOND PROCEEDS AS OF 9/30/2008 IS $0.FORM 990, PART VII, LIST OF OFFICERS, DIRECTORS AND TRUSTEES (ADDT'L INFOR.)============================================================================FOR ALL OFFICERS AND THE TOP 5 EMPLOYEES, ALTHOUGH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUALLY WORKED HOURS EXCEEDED THIS AMOUNT.A STIPEND WAS PAID TO DAVID KRAMER, MD, A DIRECTOR, DURING THE YEAR FORSPINE SURGERY CO-DIRECTORSHIP.A STIPEND WAS PAID TO NEIL CULLIGAN,MD, A DIRECTOR, DURING THE YEAR FOR STROKE PROGRAMDIRECTORSHIP.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.