Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.).. | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Form 990, Part III, Line 4d: Other Program Services Description | OTHER PROGRAM SERVICES 4: Provide healthcare services regardless of ability to pay as well as education, research and promotion of health. Provided other uncompensated care (at cost) of $18,141,367.Eastern Maine Medical Center (EMMC) has served communities throughout our region for 122 years. Under community direction, it has grown from a five-bed general hospital into a comprehensive, 411 bed tertiary medical center with primary and secondary care components. EMMC is a nonprofit hospital, serving all who need care, regardless of ability to pay.EMMC also provides outreach clinics to many local hospitals in the region, allowing easier access to patients and supporting the role of those hospitals in their communities. EMMC provides access to medical data to hospitals across the State through its PACS system, helping to improve the quality of care patients receive. Additional information can be found at EMMC's website: www.emmc.org.Additional StatisticsTotal admissions 20,810Percent Occupancy of Available Beds 76.8%Cardiac Catheterization Procedures 5,606Cardiac Surgery Cases 447Emergency Room Visits 35,153Medical Imaging Procedures 140,889Surgery Cases 15,064Live Births 1,642Family Practice Visits 29,432Total Outpatient Visits 454,502Patient Days 106,807Services provided to those who could not pay $68,186,222 OTHER PROGRAM SERVICES 5: Please see the following excerpt from the EMHS Annual Report to the Community for details of community benefit projects by EMMC.Leadership: President and CEO: Deborah Carey Johnson, RN; Board Chair: Liane JuddDescription: Eastern Maine Medical Center (EMMC) is the acute care specialty referral hospital for northern, eastern, and central Maine, providing leading-edge programs in cancer, surgery, and cardiac care, among many others. EMMC also provides progressive, patient-centered care in several ambulatory and diagnostic facilities and physician practice settings.Employees: 3,946Locations: Bangor, Brewer, Hampden, OronoHighlights: Earned an A Hospital Safety Score from the Leapfrog Group, an independent, national nonprofit that scores hospitals on preventable errors, injuries, accidents, and infections Increased community access to specialty care through the opening of EMMC Neurology Specialists and EMMC Rheumatology Specialists, and the introduction of a sports health and lung cancer screening program Opened a Translational Research Lab at EMMC Cancer Care, bringing together oncologists, cancer researchers, community members, and cancer patients to contribute to scientific discovery and innovations in cancer treatments Recruited 14 new primary care providers to expand access to residents of Bangor and surrounding areas and launched MatchMe.emmc.org, creating a simple way for patients to select a primary care provider who is right for them Progressed through the first phase of the Modernization Project, the largest improvement project in EMMCs history, with expected completion of phase one in early 2016 Recognized as the nations only Surgical Profitability Compass Excellence in Innovation winner for concentrated work in promoting quality and consistency and reducing surgical costsTotal Community Benefit: $107,433,089Philanthropy: $1,989,761Community Benefit Operations: $1,969,000Community Building Activities: $2,053Community Health Improvement Services: $552,512Health Professions Education: $2,159,917Subsidized Health Services: $47,029Research: $2,325,785Financial and In-Kind Contributions: $10,000Unrecoverable Interest Cost on funds used to subsidize state MaineCare/Medicaidunderpayment of $12.9M: $824,434Traditional Charity Care*: $12,031,516Unpaid Cost of Public Programs:Medicare: $35,391,039Medicaid: $52,119,804 OTHER PROGRAM SERVICES 6: OTHER PROGRAM SERVICES 7: OTHER PROGRAM SERVICES 8: OTHER PROGRAM SERVICES 9: OTHER PROGRAM SERVICES 10: OTHER PROGRAM SERVICES 11: |
| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et | Mary M. Hood, trustee/officer is a board member of the University of Maine and James Page, spouse of Liane Judd, trustee/officer is the Chancellor of the University of Maine.Deborah C. Johnson, trustee/officer is a board member of Husson University and Jill McDonald, officer is a member of Husson Board of Visitors. |
| Form 990, Part VI, Line 3: Description of Delegated Duties to Management Company | Explanation: Eastern Maine Medical Center (EMMC) has entered into administrative and management services contracts with The Confidential Search Company (TCSC) and FTI Consulting (FTI) under which employees are provided for the position of Interim Senior Vice President/Chief Financial Officer and Interim Vice President/Chief Operating Officer. Larry McManus, Interim SVP/CFO, is employed by TCSC. He began providing services to EMMC in April 2014. Therefore he did not receive compensation and benefits from TCSC for services provided to EMMC during the calendar year ending during the organization's tax year. His position has leadership responsibility for EMMC's financial management policies, operations and systems including direct supervisory responsibility for patient access, health information management, budgeting, cost accounting, financial reporting. Ginger Campbell, Interim VP/COO, is employed by FTI. She began providing services to EMMC in July 2014. Therefore she did not receive compensation and benefits from FTI for services provided to EMMC during the calendar year ending during the organization's tax year. Her position has leadership responsibility for EMMC's operational controls, administrative and reporting procedures, and systems to help guide EMMC in performance improvement efforts in the hospital and in the physician practices. |
| Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents | ADOPTION OF UNIFORM BYLAWS BY EMHS MEMBER ORGANIZATIONS (FY 2014)As part of the Governance Integration Project, a Bylaws Task Force was established and charged with drafting a uniform set of bylaws for EMHS Member Organizations for the purpose of achieving clarity and transparency, shared understanding, efficiency in board operations and administration, and compliance with legal requirements and best practice standards.As a result of the work performed by the Bylaws Task Force, the following EMHS Member Organizations adopted Restated Bylaws in FY 2014:1.Acadia Hospital, Corp.2.Charles A. Dean Memorial Hospital3.Eastern Maine HomeCare4.Eastern Maine Medical Center5.EMHS Foundation6.Inland Hospital7.Mercy Hospital8.Rosscare9.The Blue Hill Memorial Hospital10.The Aroostook Medical Center11.VNA Home Health & HospiceThere were no changes to the Bylaws of Sebasticook Valley Health in FY 2014 because Sebasticook was not an Integrated Member Organization for the period covered by this tax return. Impact on Board Structure and Key Operations This Summary focuses on the elements in the uniform bylaws adopted by the Member Organizations that required a change in board structure and/or key operations. Structure includes board composition and the role of officers. Key operations include how the boards oversight responsibilities are deployed across committees and the board as a whole. These changes had the most impact on board leadership, as their implementation shifted current committee roles, affected individual trustee or directors committee assignments, and affected the appointment of the secretary and the treasurer. Key Changes in Board Structure and Role of Officers: 1) Proposed size ranges. The number of board members for member hospitals is 11 -19; and the number of board members for non-hospital members is 9-15. The term limit for board members is up to four (4) consecutive three-year terms. 2) EMHS CEO became a voting member of all boards. This was previously the case for all Member Organizations with the exception of Inland and BHMH. 3) Hospital boards have ex officio seats for the two senior physician leaders. Exceptions: a. EMMC retained current complement of four ex officio physician seats; Acadia established one ex officio physician seat and Charles A. Dean Memorial Hospital retained one ex officio physician seat. b. Inland previously had a third seat designated for a physician, but now the current occupant may continue service on the board as a regular trustee assigned to an elected term. 4) Officers. The President of the Member appoints the secretary and, in consultation with the Board, the president of the Member Organizations. The president may be removed by the President of the Member, in consultation with the Board. EMHS general counsel now serves as secretary of each Member Organization. The respective chief financial officers now serve as treasurer of the Member Organizations. Previously, volunteer board members served in the offices of secretary and treasurer at BHMH, Inland and TAMC. a. After the changes noted, the remaining board volunteer officer positions were limited to chair and vice chair unless otherwise deemed necessary by the board. Thechair and vice chair positions are limited to three consecutive one-year terms. 5) The position of honorary board member was eliminated. Previously, four hospitals (Acadia, Charles A. Dean Memorial Hospital, EMMC and Inland) permitted the election of honorary board members. Among them, only Inland had (two) honorary trustees, who are grandfathered under the uniform bylaws.Key Changes in Board OperationsThe committee structure was designed to: align across Member Organizations to the extent practicable; assure that boards have the benefit of committee work in areas requiring specialty expertise; facilitate coordinated board education and development; and encourage the exchange of best practices. Under the uniform bylaws, as has always been the case, unless explicitly delegated by the board [see 2c and 2d below], committee authority is limited to making recommendations to the full board. 1) The changes in committee structure made under the uniform bylaws reflect consideration that, rather than being delegated to a standing committee, the following oversight and strategic responsibilities are better retained within the province of the entire board: a) Mission, vision, values b) Community health needs assessment within a population health context c) Community benefit: planning, measuring, reporting d) Strategic planning in coordination with the EMHS process e) Compliance with IRS Form 990, conflict of interest policy, and independence requirements f) Philanthropy g) Advocacy 2) Committees a. Under the uniform bylaws, Hospital standing committees comprise: Finance (and where relevant, an Investment Subcommittee); Governance (and an independent Nominating Subcommittee); Quality and Professional Affairs; and Joint Conference. b. Under the uniform bylaws, Non-hospital standing committees comprise: Finance (and where relevant, an Investment Subcommittee); Governance (and an independent Nominating Subcommittee); and where patient care is provided, Quality and Professional Affairs. c. Under the uniform bylaws, Special and ad hoc committees may be appointed by the chair for any specific purpose or function, to be terminated at any time by the chair. Committee chairs may serve no more than five (5) consecutive full one-year terms. 3) Dissolution of the Executive Committee (EC) Under the uniform bylaws, the Executive Committee has been dissolved and certain responsibilities transferred to the Governance Committee and the Quality and Affairs Committee. The rationale behind this change was as follows: a. Over time, ECs can grow in size and function to a degree that risks generating a sense among non-members of being rubber stamps. Prior to adoption of the uniform bylaws, five of the six ECs had rosters that represented half or more of the elected board members. b. Prior to adoption of the uniform bylaws, three of the ECs had committee- level responsibility for finance. Under the uniform bylaws, each Member Organization has a dedicated Finance Committee. c. Historically, the EC has been delegated authority to act on behalf of the board, within defined parameters, when a time-sensitive matter requires action between regularly scheduled board meetings. The uniform bylaws vest this authority in the Governance Committee, which has been the practice on the EMHS board. d. Prior to adoption of the uniform bylaws, four hospital ECs (Acadia, EMMC, Inland, TAMC) had authority to approve medical staff privileges and credentials between board meetings. The uniform bylaws vest this authority in the Quality and Professional Affairs Committee. Transferring this between-meetings exigency role to the Quality and Professional Affairs Committee retains the integrity of the process and aligns with the role and aptitude of the Quality and Professional Affairs Committee. e. Over time, some ECs have inherited responsibilities when another committee has been dissolved. Current examples include community relations and fundraising functions increasingly viewed as board-wide concerns. f. Some ECs conduct executive performance reviews. A uniform policy to be developed in support of the uniform bylaws will assign this responsibility to an ad hoc group comprising the EMHS CEO and independent Member Organization board members serving as chair, vice chair, and committee chairs. 4) Meeting Frequency Under the uniform bylaws, Boards will meet at least four times annually. Provisions remain the same for holding special meetings. 5) Fiduciary Duty The uniform bylaws contain a straightforward affirmation of fiduciary duty consistent with Maine statutory law. 6) Indemnification The uniform bylaws set forth identical indemnification provisions for all Member Organizations |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Eastern Maine Medical Center (the "Corporation") is a Maine nonprofit corporation. Eastern Maine Healthcare Systems ("EMHS"), also a Maine nonprofit corporation, is the sole corporate member of the Corporation. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | Each year at their annual meeting, the directors elect replacements for those directors whose terms are expiring Election of directors is subject to ratification by the EMHS Board of Directors. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | EMHS has authority to appoint and remove the CEO of the Corporation. EMHS also has joint and superior authority to approve, disapprove or initiate action with respect to the following matters: I. amendments to the corporations Articles of Incorporation or Bylaws;II. changes in legal form of organization of the Corporation;III. election of the Directors/Trustees of the Corporation;IV. action concerning the Corporations operating budget and capital expenditures;V. the Corporations acquisition of assets or assumption of liabilities of an unaffiliated third party;VI. transfer of 5% or more of the assets of the Corporation;VII. financing transactions concerning the Corporation; VIII. merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; IX. add or revise a health care service of the Corporation;X. discontinue or close a health care service of the Corporation;XI. action concerning the Corporations role in the EMHS Strategic Plan;XII. action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII. dissolution of the Corporation. |
| Form 990, Part VI, Line 11b: Form 990 Review Process | Form 990 is reviewed by the System Director of Financial Services and System Assistant System Controller. It is also provided to each board member either electronically or in hard copy with an opportunity to ask questions prior to filing with the IRS. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | The organization requests updates of potential conflicts and relationships from the officers and Board members on an annual basis. The request requires disclosure of all business relationships, board memberships, and family relationships. A database is maintained that is compared to payroll records and the accounts payable vendor list to identify any potential conflicts of interest. Transactions are reviewed for reasonableness as an arm's length transaction. The first agenda item for board meetings and board committee meetings is for members to declare any conflict of interest with upcoming agenda items or deliberations. At any point when consideration is being given to purchase/contract with a party in interest, the member with the conflict is either excused from the discussion and consideration process or abstains from voting on the matter. All transactions identified with parties in interest are disclosed within the Form 990. All are deemed to be arm's length transactions. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | The CEO of Eastern Maine Medical Center and the system President/CEO (President) who serves on the board ex-officio are employed by the system parent, Eastern Maine Healthcare Systems (EMHS). The EMHS Executive Performance Management Committee (the Committee) is responsible to monitor and evaluate the performance of the EMHS President, to set compensation of the EMHS President, and to review recommendations of the EMHS President with respect to compensation of the Chief Executive Officer of the direct subsidiaries, and other direct reports to the President. The Committee is comprised entirely of independent Directors per EMHS bylaws. Process:The Committee meets regularly throughout the fiscal year at the discretion of the Committee chair as well as on call of the Chair of the EMHS board. In carrying out its duties pursuant to the Bylaws, the Committee:- Assures that the executive compensation program is administered in a manner consistent with the EMHS executive compensation philosophy.- Reviews and updates the EMHS executive compensation philosophy which serves as the foundation on which all current and future executive compensation decisions are made.- Assures that value of compensation provided by EMHS does not exceed the value of services provided by the executive.- Reviews annual incentive compensation criteria for eligible executives, as defined by the EMHS President.- Reviews periodic compensation survey information and provides expert input to proposed changes to the executive compensation program.- Assures that a formal and timely performance management system is in place for executives.- Reviews incentive compensation criteria scoring and associated pay schedules for officers and key employees.- Provides any public statements regarding executive compensation practices at EMHS deemed appropriate.- Maintains minutes of the meetings and communicates actions to the EMHS Board of Directors.To accomplish this, the committee uses an external consultant with access to comparative data from independent sources and include national as well as regional data points. The EMHS President reviews all direct report compensation actions with the committee. In addition, the EMHS President ensures that any subsidiary policies and practices governing executive compensation are consistent with the committee's philosophy and practices statement. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees | Compensation of other officers and key employees of the organization is established by the Human Resources department who utilize external market research to establish compensation ranges for specific positions. The compensation of officers and key employees are reviewed by the system President/CEO and EMMC Executive & Finance committee. On an annual basis, the compensation ranges are compared to the updated survey information. The hiring manager will determine where the employee will fall within the ranges established by the Human Resources department based on experience and credentials. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Eastern Maine Medical Center makes its governing documents, conflict of interest policy and financial statements available to the public upon request. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Contribution To Strat Pool Per Affiliation Agreement = -$4768387 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Net Change in Funds Held at Affiliates = $4825141 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Post Retirement Health Benefit FAS158 = -$360456 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to exempt parent-Eastern Maine Healthcare Systems = -$10281299 |
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |