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: | |
| Software Version: |
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 1 | TO PROVIDE EXTRAORDINARY CARE, WHERE THE PATIENT COMES FIRST, SUPPORTED BY WORLD-CLASS EDUCATION AND RESEARCH. THE MISSION OF THE BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER) IS TO SERVE OUR PATIENTS COMPASSIONATELY AND EFFECTIVELY, AND TO CREATE A HEALTHY FUTURE FOR THEM AND THEIR FAMILIES. THE MEDICAL CENTER'S MISSION IS SUPPORTED BY ITS COMMITMENT TO PERSONALIZED, EXCELLENT CARE FOR ITS PATIENTS; A WORKFORCE COMMITTED TO INDIVIDUAL ACCOUNTABILITY, MUTUAL RESPECT AND COLLABORATION; AND A COMMITMENT TO MAINTAINING OUR FINANCIAL HEALTH. |
| FORM 990, PART III, LINE 4A | PATIENT CARE THE MEDICAL CENTER IS PASSIONATE ABOUT LEADING-EDGE PATIENT CARE. THE MEDICAL CENTER'S PATIENTS RECEIVE TREATMENTS THAT ARE TODAY'S GOLD STANDARD OF CARE OR INNOVATIVE THERAPIES THAT WILL BECOME THE GOLD STANDARD OF TOMORROW. THE MEDICAL CENTER HAS DEVELOPED FIVE MAJOR COMPREHENSIVE CARE CENTERS THAT ALLOW PHYSICIANS AND CLINICAL STAFF FROM MULTIPLE DISCIPLINES - SUCH AS MEDICINE, SURGERY, PATHOLOGY, RADIOLOGY, ONCOLOGY, AND SOCIAL WORK - TO WORK TOGETHER SO THAT OUR PATIENTS ARE RECEIVING THE MOST COORDINATED, COMPREHENSIVE CARE POSSIBLE. THESE CENTERS INCLUDE A CANCER CENTER, A CARDIOVASCULAR INSTITUTE, A DIGESTIVE DISEASE CENTER, A SPINE CENTER, AND A TRANSPLANT INSTITUTE. OTHER NOTABLE AREAS WHERE THE MEDICAL CENTER LEADS THE WAY IN PATIENT CARE SPAN A WIDE ARRAY OF SERVICES INCLUDING AREAS SUCH AS VASCULAR SERVICES FOR PATIENTS WITH DIABETES COMPLICATIONS, AND CARE FOR THE MOST ROUTINE PREGNANCIES TO THE MOST COMPLEX PATIENT CIRCUMSTANCES. THE MEDICAL CENTER ALSO OFFERS A CENTER FOR MINIMALLY INVASIVE SURGERY, A STATE-OF-THE-ART EMERGENCY ROOM, A LEVEL ONE TRAUMA CENTER, AHEAD OF THE CURVE IMAGING SYSTEMS,, AND IS THE FIRST CENTER IN NEW ENGLAND TO OFFER A DYNAMIC NEW NONINVASIVE RADIATION THERAPY. SOME OF THE MEDICAL CENTER'S KEY STATISTICS FOR FY 2014 REGARDING PATIENT VOLUME ARE IDENTIFIED IN THE FOLLOWING TABLE: INPATIENT DISCHARGES 37,290 OUTPATIENT STATISTICS CLINIC ENCOUNTERS 557,812 EMERGENCY DEPARTMENT VISITS 55,244 RADIOLOGY EXAMS 200,936 AMBULATORY SURGERY CASES 16,351 RADIATION THERAPY TREATMENTS 21,635 ENDOSCOPY TREATMENTS 25,410 CHARITY CARE THE MEDICAL CENTER PROVIDES CARE WITHOUT CHARGE OR AT DISCOUNTED RATES TO PATIENTS WHO MEET CERTAIN CRITERIA UNDER ITS CHARITY CARE POLICY. BECAUSE THE MEDICAL CENTER DOES NOT PURSUE COLLECTION OF AMOUNTS DETERMINED TO QUALIFY AS CHARITY CARE, THESE SERVICES ARE NOT REPORTED AS REVENUE EXCEPT TO THE EXTENT REIMBURSED BY THE MASSACHUSETTS HEALTH SAFETY NET TRUST (HEALTH SAFETY NET TRUST). THE MEDICAL CENTER ALSO MAKES PAYMENTS TO THE HEALTH SAFETY NET TRUST TO SUPPORT THE DELIVERY OF CHARITY CARE TO PATIENTS THROUGHOUT MASSACHUSETTS. THESE PAYMENTS ARE REPORTED AS A COMPONENT OF UNCOMPENSATED CARE EXPENSE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS. THE MEDICAL CENTER'S NET COST OF CHARITY CARE REPORTED ON SCHEDULE H, PART I, LINE 7A, INCLUDING CARE FOR EMERGENT SERVICES PROVIDED TO FREE AND DISCOUNTED CARE ELIGIBLE PATIENTS AND INCLUDING PAYMENTS TO AND RECEIPTS FROM THE HEALTH SAFETY NET TRUST, WAS $15,534,347 IN 2014: CHARITY CARE, AT COST 15,677,927 PAYMENTS TO HEALTH SAFETY NET TRUST 8,809,230 PAYMENTS FROM HEALTH SAFETY NET TRUST (8,952,810) NET CHARITY CARE 15,534,347 OTHER UNCOMPENSATED CARE THE MEDICAL CENTER ALSO PROVIDES CARE TO PATIENTS WHO PARTICIPATE IN OTHER PROGRAMS DESIGNED TO SUPPORT LOW INCOME FAMILIES, INCLUDING PARTICULARLY THE MEDICAID PROGRAM, WHICH IS JOINTLY FUNDED BY FEDERAL AND STATE GOVERNMENTS. THE MASSACHUSETTS HEALTH REFORM LAW PROVIDED AN INITIATIVE FOR EXPANSION OF MEDICAID COVERAGE TO GREATER POPULATIONS AND FOR ENROLLMENT OF UNINSURED PATIENTS IN OTHER INSURANCE PROGRAMS. PAYMENTS FROM MEDICAID AND OTHER PROGRAMS, WHICH INSURE LOW INCOME POPULATIONS, DO NOT COVER THE COST OF SERVICES PROVIDED. IN AGGREGATE, THE COST OF CARE PROVIDED BY THE MEDICAL CENTER FOR SUCH SERVICES EXCEEDED REIMBURSEMENT BY $ 31,728,675 IN 2014 AS REPORTED ON PART I, LINE 7B OF SCHEDULE H, HOSPITALS. THE MEDICAL CENTER ALSO TREATS PATIENTS WHO PARTICIPATE IN THE MEDICARE PROGRAM, THE FEDERALLY SPONSORED HEALTH INSURANCE PROGRAM FOR ELDERLY OR DISABLED PATIENTS. BECAUSE PAYMENTS TO HOSPITALS HAVE NOT KEPT PACE WITH INFLATION IN RECENT YEARS, PAYMENTS TO THE MEDICAL CENTER FOR THOSE SERVICES ALSO DO NOT COVER THE COSTS OF SERVICES PROVIDED. IN AGGREGATE, THE COST OF CARE PROVIDED BY THE MEDICAL CENTER FOR SUCH SERVICES EXCEEDED REIMBURSEMENT BY $20,548,575 IN 2014, $10,409,338 OF WHICH IS REPORTED IN THIS FORM 990 SCHEDULE H PART III LINE 7 AND $10,139,237 OF WHICH IS INCLUDED IN FORM 990 PART I, LINE 7G AND RELATED TO THE PROVISION OF SUBSIDIZED HEALTH SERVICES FOR INPATIENT PSYCHIATRIC PATIENTS. BAD DEBTS IN ADDITION TO CHARITY CARE AND SHORTFALLS IN PROVIDING SERVICES TO PATIENTS INSURED UNDER STATE AND FEDERAL PROGRAMS, THE MEDICAL CENTER ALSO INCURS LOSSES RELATED TO SELF-PAY PATIENTS WHO FAIL TO MAKE PAYMENTS FOR SERVICES OR INSURED PATIENTS WHO FAIL TO PAY COINSURANCE OR DEDUCTIBLES FOR WHICH THEY ARE RESPONSIBLE UNDER INSURANCE CONTRACTS. BAD DEBT EXPENSE IS INCLUDED IN UNCOMPENSATED CARE EXPENSE IN THE CONSOLIDATED FINANCIAL STATEMENTS, AND INCLUDES THE PROVISION FOR ACCOUNTS ANTICIPATED TO BE UNCOLLECTIBLE. THE BAD DEBT EXPENSE REPORTED IN THE AUDITED FINANCIAL STATEMENTS AND THIS FORM 990 SCHEDULE H, PART III, LINE 2 IS $24,219,073. |
| FORM 990, PART III, LINE 4B | RESEARCH THE MISSION OF THE MEDICAL CENTER IS TO BE A WORLD-CLASS RESEARCH INSTITUTION WHERE OUTSTANDING SCIENTISTS WORK TO DEVELOP NEW KNOWLEDGE FOR THE BETTERMENT OF THE HEALTH OF THE LOCAL AND EXTENDED COMMUNITIES. THE RESEARCH PROGRAM STRIVES TO BE RENOWNED FOR ITS BENCH-TO-BEDSIDE MODEL OF TRANSLATIONAL RESEARCH AND FOR ITS COLLABORATION WITH INDUSTRY AS A PATHWAY FOR TRANSFERRING THE FRUITS OF RESEARCH INTO PRODUCTS THAT IMPROVE THE QUALITY OF LIFE. THE MEDICAL CENTER COMMITS TO MAINTAIN A COLLABORATIVE CULTURE AND MODERN, HIGH-QUALITY FACILITIES AND TO TAKE FULL ADVANTAGE OF THE UNIQUE RELATIONSHIPS THAT EXIST AMONG HARVARD MEDICAL SCHOOL AND THE HARVARD TEACHING HOSPITALS AS WELL AS REACHING OUT AND COLLABORATING WITH NATIONALLY RECOGNIZED AND WORLD RENOWNED EXPERTS IN VARIOUS FIELDS. THE MEDICAL CENTER'S NOTABLE RESEARCH ACCOMPLISHMENTS INCLUDE CONSISTENTLY BEING RANKED IN THE TOP FOUR IN NATIONAL INSTITUTES OF HEALTH (NIH) FUNDING AMONG INDEPENDENT HOSPITALS. THE MEDICAL CENTER'S SCIENTISTS CONTINUE TO SEARCH FOR IMPROVED UNDERSTANDING OF DISEASES AND BETTER TREATMENTS FOR PATIENTS, WHICH IN TURN DIRECTLY IMPACTS THE LIVES OF PATIENTS AND IMPROVES THE MEDICAL CENTER'S PATIENT CARE. DURING THE FISCAL PERIOD COVERED BY THIS FILING, MORE THAN 700 ACTIVE FEDERAL, INDUSTRY AND FOUNDATION SPONSORED PROJECTS AND MORE THAN 450 ACTIVE CLINICAL TRIALS WERE LED BY APPROXIMATELY 470 MEDICAL CENTER PRINCIPAL INVESTIGATORS, 395 OF WHOM ARE HARVARD MEDICAL SCHOOL FACULTY. THE KEY AREAS OF RESEARCH INCLUDE VASCULAR BIOLOGY, MOLECULAR IMAGING, TRANSPLANTATION, SIGNAL TRANSDUCTION, CANCER BIOLOGY, METABOLIC DISEASE, NEUROBIOLOGY, AIDS, AND CARDIOLOGY/CARDIAC SURGERY. THE MEDICAL CENTER'S EXTRAORDINARY FACULTY HAS ESTABLISHED A CULTURE THAT IS COLLABORATIVE AND ORIENTED TOWARD TRANSLATING NEW KNOWLEDGE INTO NOVEL MEDICAL TREATMENTS AND PATIENT CARE. ADDITIONAL DETAIL IS INCLUDED IN FORM 990, SCHEDULE H. |
| FORM 990, PART III, LINE 4C | TEACHING THE MEDICAL CENTER'S DEVOTION TO TEACHING, TO RESPECTING STUDENTS, AND TO EMBRACING TECHNOLOGICAL AND CLINICAL PRACTICE INNOVATION MAKE THE MEDICAL CENTER A TOP CHOICE AMONG MEDICAL STUDENTS AND HEALTH CARE PROFESSIONALS. THE MEDICAL CENTER TRAINS HUNDREDS OF MEDICAL STUDENTS, INTERNS AND RESIDENTS, AS WELL AS PROFESSIONALS IN NURSING, SOCIAL WORK AND THE ALLIED HEALTH SCIENCES. THE MEDICAL CENTER HAS APPROXIMATELY 40 APPROVED CLINICAL RESIDENCY AND FELLOWSHIP PROGRAMS WITH APPROXIMATELY 560 RESIDENTS AND CLINICAL FELLOWS. IN ADDITION, THE MEDICAL CENTER HAS APPROXIMATELY 40 NONSTANDARD CLINICAL FELLOWSHIP PROGRAMS WITH OVER 100 TRAINEES PER YEAR. STAFF PHYSICIANS AT THE MEDICAL CENTER WHO HOLD FACULTY APPOINTMENTS AT HARVARD MEDICAL SCHOOL INSTRUCT THE DOCTORS OF TOMORROW BY SUPERVISING OF THEIR DAILY PATIENT CARE AND BY CONDUCTING A RANGE OF INTERACTIVE LEARNING EXPERIENCES. THE CARL J. SHAPIRO INSTITUTE FOR EDUCATION AND RESEARCH AT HARVARD MEDICAL SCHOOL AND BIDMC, A SUPPORT ORGANIZATION OF THE MEDICAL CENTER AND AN INTEGRAL COMPONENT OF THE CENTER FOR EDUCATION AT THE MEDICAL CENTER, IS BOTH A "THINK TANK" FOR ADVANCING MEDICAL EDUCATION AND A UNIQUE TRAINING RESOURCE. WITHIN THE CENTER, THE CARL J. SHAPIRO SIMULATION AND SKILLS CENTER PROVIDES HIGH-TECH LEARNING EXPERIENCES ON TOPICS RANGING FROM MINIMALLY INVASIVE SURGERY TO INTENSIVE CARE AND OFFERS UNIQUE OPPORTUNITIES FOR FACULTY MEMBERS TO SHARE YEARS OF COLLECTIVE EXPERIENCE IN MASTERING THE ART OF SCIENCE AND MEDICINE WITH THEIR STUDENTS. IT ALSO OFFERS AN EXCEPTIONAL OPPORTUNITY AND EXTENSION OF MORE TRADITIONAL METHODS FOR MEDICAL STUDENTS AND RESIDENTS TO PRACTICE AND HONE THEIR MEDICAL AND SURGICAL SKILLS. ADDITIONAL DETAIL IS INCLUDED IN THE NARRATIVE SUPPORT TO THIS FORM 990, SCHEDULE H. |
| FORM 990, PART IV, LINE 12 AND 12A | STATEMENT RE AUDITED FINANCIAL STATEMENTS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE MEDICAL CENTER AND AFFILIATES FOR FISCAL YEAR ENDED SEPTEMBER 30, 2014. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF THE MEDICAL CENTER AND ITS SUBSIDIARIES, (MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP (APG)), BETH ISRAEL DEACONESS HOSPITAL-NEEDHAM, INC. (BID-NEEDHAM), BETH ISRAEL DEACONESS HOSPITAL-MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL-PLYMOUTH, INC. (BID-PLYMOUTH), AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP), THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES, AS WELL AS ALL ENTITIES FOR WHICH THESE ENTITIES SERVE AS MEMBER. |
| FORM 990, PART IV, LINE 24B | PROCEEDS IN THE PROJECT FUND WERE UNEXPECTEDLY HELD BEYOND THE THREE-YEAR TEMPORARY PERIOD, BUT WERE YIELD RESTRICTED IN COMPLIANCE WITH FEDERAL TAX REQUIREMENTS. |
| FORM 990, PART V, LINE 2A | THE MEDICAL CENTER SERVES AS THE COMMON PAY AGENT FOR THE FOLLOWING ENTITIES FOR WHICH IT ALSO SERVES AS MEMBER OR WHICH SERVE AS THE MEDICAL CENTER MEMBER: CAREGROUP, INC. (CAREGROUP), APG, AND BID-NEEDHAM. IN ACCORDANCE WITH INSTRUCTIONS TO THE 2013 FORM 990, THE MEDICAL CENTER IS REPORTING ONLY THOSE FORMS W-2 ISSUED TO ITS OWN EMPLOYEES. FORMS W-2 ISSUED BY THE MEDICAL CENTER AS AGENT FOR CAREGROUP, APG AND BID-NEEDHAM ARE REPORTED BY THOSE ENTITIES AS IF ISSUED DIRECTLY BY THEM. |
| FORM 990, PART V, LINE 7G | THE MEDICAL CENTER DID NOT RECEIVE ANY CONTRIBUTIONS OF INTELLECTUAL PROPERTY AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 8899. |
| FORM 990, PART V, LINE 7H | THE MEDICAL CENTER DID NOT RECEIVE ANY CONTRIBUTIONS OF CARS, BOATS, AIRPLANES OR OTHER VEHICLES AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 1098-C. |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS AND FAMILY RELATIONSHIPS THE FOLLOWING MEDICAL CENTER OFFICERS, DIRECTOR/TRUSTEES, AND KEY EMPLOYEES HAVE BUSINESS OR FAMILY RELATIONSHIPS: ALLAN BUFFERD AND JOEL CUTLER BUSINESS RELATIONSHIP CAROL ANDERSON, DANIEL JICK, WILLIAM JOHNSTON, STEPHEN KAY AND DOUGLAS LINDE BUSINESS RELATIONSHIP AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF THE MEDICAL CENTER. THE MEDICAL CENTER IS THE SOLE MEMBER OF BID-NEEDHAM, APG, BID-MILTON, AND BID-PLYMOUTH AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HMFP IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. CAREGROUP ALSO SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP WITH ONE OR MORE ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. |
| FORM 990, PART VI, SECTION A, LINE 4 | ON JANUARY 1, 2014, THE MEDICAL CENTER BECAME THE SOLE MEMBER OF JORDAN HOSPITAL, WHICH WAS RENAMED BETH ISRAEL DEACONESS HOSPITAL PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). THE MEDICAL CENTER'S BY-LAWS WERE AMENDED TO REFLECT THESE NEW RELATIONSHIPS. |
| FORM 990, PART VI, SECTION A, LINE 6 | CAREGROUP, INC. (CAREGROUP) SERVES AS THE SOLE MEMBER OF THE MEDICAL CENTER. ACCORDING TO THE MEDICAL CENTER'S BYLAWS CAREGROUP APPROVES BUT DOES NOT ELECT MEMBERS OF THE GOVERNING BODY. ACCORDING TO THE MEDICAL CENTER'S BYLAWS, AS SOLE MEMBER, CAREGROUP HAS THE FOLLOWING RIGHTS: -TO APPROVE ANNUAL OPERATING AND CAPITAL BUDGETS; -TO APPROVE UNBUDGETED CAPITAL EXPENDITURES IN EXCESS OF FIVE PERCENT (5%) OF THE MOST RECENT APPROVED ANNUAL CAPITAL BUDGET; -TO APPROVE ANY UNBUDGETED CAPITAL COMMITMENT IN EXCESS OF $20 MILLION; -TO SELECT THE INDEPENDENT AUDITOR TO EXAMINE THE FINANCIAL ACCOUNTS; -TO APPROVE THE BORROWING OR INCURRENCE OF DEBT IN ANY AMOUNT, OTHER THAN (I) FOR THE PURPOSE OF SECURING WORKING CAPITAL FROM A LENDER APPROVED BY THE MEMBER AND PURSUANT TO THE EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING APPROVED BY THE MEMBER AND, (II) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS IN THE MEMBER APPROVED ANNUAL BUDGET; -TO APPROVE ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTER'S ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE POWER AND AUTHORITY TO INITIATE AND TAKE ANY OF THE FOLLOWING ACTIONS: ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTERS ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE EXCLUSIVE POWER AND AUTHORITY TO INITIATE ANY BANKRUPTCY OR INSOLVENCY ACTION ON BEHALF OF THE MEDICAL CENTER OR ANY OF ITS SUBSIDIARIES INCLUDING ANY DIRECT AFFILIATES; AND, -OTHER POWERS AND RIGHTS AS VESTED BY LAW. IN ADDITION, THE MEMBER HAS ADDITIONAL APPROVAL RIGHTS AS NOTED BELOW. -THE ANNUAL SLATE OF THE BOARD OF DIRECTORS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. IN ADDITION, A VACANCY ON THE BOARD MAY BE FILED BY THE BOARD OF DIRECTORS, SUBJECT TO APPROVAL OF THE MEMBER; -THE PRESIDENT OF THE CORPORATION, IN COLLABORATION WITH THE CORPORATION'S BOARD OF DIRECTORS, SHALL DEVELOP OVERALL STRATEGIC AND FINANCIAL PLANS FOR THE CORPORATION, WHICH SHALL BE CONSISTENT WITH THE STRATEGIC AND FINANCIAL PLANS AND PROGRAMS OF THE MEMBER AND SHALL BE SUBJECT TO APPROVAL BY THE MEMBER; -THE BOARD OF MANAGERS OF THE MEMBER IS AUTHORIZED TO ACT ON BEHALF OF THE BOARD OF DIRECTORS TO SELL OR OTHERWISE TRANSFER INVESTMENTS AND ASSETS OF THE CORPORATION THAT ARE NOT USED OR INVOLVED IN THE OPERATION OF THE CORPORATION, INCLUDING SECURITIES AND REAL PROPERTY BUT EXCLUDING INVESTMENTS, IF ANY, SEPARATELY HELD TO SATISFY OBLIGATIONS OF THE CORPORATION WITH RESPECT TO ANY PENSION OR BENEFIT PLAN. THE BOARD OF MANAGERS OF THE MEMBER MAY EMPLOY AND COMPENSATE FROM FUNDS OF THE CORPORATION SUCH INVESTMENT ADVISER OR ADVISERS AS THE BOARD OF MANAGERS OF THE MEMBER MAY CONSIDER NECESSARY OR DESIRABLE, AND IT SHALL HAVE DISCRETION TO ACCEPT OR REJECT ANY OR ALL ADVICE GIVEN BY ANY SUCH ADVISER OR ADVISERS, ALL IN ACCORDANCE WITH THE PROVISIONS RELATING TO THE BOARD OF MANAGERS SET FORTH IN THE BY-LAWS OF THE MEMBER; -THE PRESIDENT SHALL BE APPOINTED BY, AND MAY BE REMOVED BY, THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL OF THE MEMBER. THE PRESIDENT MAY ALSO BE REMOVED BY THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH REMOVAL, PROVIDE; AND, -THE CORPORATION'S BY-LAWS MAY BE ALTERED, AMENDED OR REPEALED AT ANY MEETING OF THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH MEETING, PROVIDE. WITHOUT LIMITING THE FOREGOING, THE BOARD OF DIRECTORS MAY RECOMMEND AMENDMENTS TO THESE BY-LAWS, WHICH AMENDMENTS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A | CAREGROUP, INC. (CAREGROUP) SERVES AS THE SOLE MEMBER OF THE MEDICAL CENTER. ACCORDING TO THE MEDICAL CENTER'S BYLAWS CAREGROUP APPROVES BUT DOES NOT ELECT MEMBERS OF THE GOVERNING BODY. ACCORDING TO THE MEDICAL CENTER'S BYLAWS, AS SOLE MEMBER, CAREGROUP HAS THE FOLLOWING RIGHTS: -TO APPROVE ANNUAL OPERATING AND CAPITAL BUDGETS; -TO APPROVE UNBUDGETED CAPITAL EXPENDITURES IN EXCESS OF FIVE PERCENT (5%) OF THE MOST RECENT APPROVED ANNUAL CAPITAL BUDGET; -TO APPROVE ANY UNBUDGETED CAPITAL COMMITMENT IN EXCESS OF $20 MILLION; -TO SELECT THE INDEPENDENT AUDITOR TO EXAMINE THE FINANCIAL ACCOUNTS; -TO APPROVE THE BORROWING OR INCURRENCE OF DEBT IN ANY AMOUNT, OTHER THAN (I) FOR THE PURPOSE OF SECURING WORKING CAPITAL FROM A LENDER APPROVED BY THE MEMBER AND PURSUANT TO THE EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING APPROVED BY THE MEMBER AND, (II) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS IN THE MEMBER APPROVED ANNUAL BUDGET; -TO APPROVE ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTER'S ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE POWER AND AUTHORITY TO INITIATE AND TAKE ANY OF THE FOLLOWING ACTIONS: ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTERS ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE EXCLUSIVE POWER AND AUTHORITY TO INITIATE ANY BANKRUPTCY OR INSOLVENCY ACTION ON BEHALF OF THE MEDICAL CENTER OR ANY OF ITS SUBSIDIARIES INCLUDING ANY DIRECT AFFILIATES; AND, -OTHER POWERS AND RIGHTS AS VESTED BY LAW. IN ADDITION, THE MEMBER HAS ADDITIONAL APPROVAL RIGHTS AS NOTED BELOW. -THE ANNUAL SLATE OF THE BOARD OF DIRECTORS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. IN ADDITION, A VACANCY ON THE BOARD MAY BE FILED BY THE BOARD OF DIRECTORS, SUBJECT TO APPROVAL OF THE MEMBER; -THE PRESIDENT OF THE CORPORATION, IN COLLABORATION WITH THE CORPORATION'S BOARD OF DIRECTORS, SHALL DEVELOP OVERALL STRATEGIC AND FINANCIAL PLANS FOR THE CORPORATION, WHICH SHALL BE CONSISTENT WITH THE STRATEGIC AND FINANCIAL PLANS AND PROGRAMS OF THE MEMBER AND SHALL BE SUBJECT TO APPROVAL BY THE MEMBER; -THE BOARD OF MANAGERS OF THE MEMBER IS AUTHORIZED TO ACT ON BEHALF OF THE BOARD OF DIRECTORS TO SELL OR OTHERWISE TRANSFER INVESTMENTS AND ASSETS OF THE CORPORATION THAT ARE NOT USED OR INVOLVED IN THE OPERATION OF THE CORPORATION, INCLUDING SECURITIES AND REAL PROPERTY BUT EXCLUDING INVESTMENTS, IF ANY, SEPARATELY HELD TO SATISFY OBLIGATIONS OF THE CORPORATION WITH RESPECT TO ANY PENSION OR BENEFIT PLAN. THE BOARD OF MANAGERS OF THE MEMBER MAY EMPLOY AND COMPENSATE FROM FUNDS OF THE CORPORATION SUCH INVESTMENT ADVISER OR ADVISERS AS THE BOARD OF MANAGERS OF THE MEMBER MAY CONSIDER NECESSARY OR DESIRABLE, AND IT SHALL HAVE DISCRETION TO ACCEPT OR REJECT ANY OR ALL ADVICE GIVEN BY ANY SUCH ADVISER OR ADVISERS, ALL IN ACCORDANCE WITH THE PROVISIONS RELATING TO THE BOARD OF MANAGERS SET FORTH IN THE BY-LAWS OF THE MEMBER; -THE PRESIDENT SHALL BE APPOINTED BY, AND MAY BE REMOVED BY, THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL OF THE MEMBER. THE PRESIDENT MAY ALSO BE REMOVED BY THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH REMOVAL, PROVIDE; AND, -THE CORPORATION'S BY-LAWS MAY BE ALTERED, AMENDED OR REPEALED AT ANY MEETING OF THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH MEETING, PROVIDE. WITHOUT LIMITING THE FOREGOING, THE BOARD OF DIRECTORS MAY RECOMMEND AMENDMENTS TO THESE BY-LAWS, WHICH AMENDMENTS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7B | CAREGROUP, INC. (CAREGROUP) SERVES AS THE SOLE MEMBER OF THE MEDICAL CENTER. ACCORDING TO THE MEDICAL CENTER'S BYLAWS CAREGROUP APPROVES BUT DOES NOT ELECT MEMBERS OF THE GOVERNING BODY. ACCORDING TO THE MEDICAL CENTER'S BYLAWS, AS SOLE MEMBER, CAREGROUP HAS THE FOLLOWING RIGHTS: -TO APPROVE ANNUAL OPERATING AND CAPITAL BUDGETS; -TO APPROVE UNBUDGETED CAPITAL EXPENDITURES IN EXCESS OF FIVE PERCENT (5%) OF THE MOST RECENT APPROVED ANNUAL CAPITAL BUDGET; -TO APPROVE ANY UNBUDGETED CAPITAL COMMITMENT IN EXCESS OF $20 MILLION; -TO SELECT THE INDEPENDENT AUDITOR TO EXAMINE THE FINANCIAL ACCOUNTS; -TO APPROVE THE BORROWING OR INCURRENCE OF DEBT IN ANY AMOUNT, OTHER THAN (I) FOR THE PURPOSE OF SECURING WORKING CAPITAL FROM A LENDER APPROVED BY THE MEMBER AND PURSUANT TO THE EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING APPROVED BY THE MEMBER AND, (II) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS IN THE MEMBER APPROVED ANNUAL BUDGET; -TO APPROVE ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTER'S ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE POWER AND AUTHORITY TO INITIATE AND TAKE ANY OF THE FOLLOWING ACTIONS: ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF THE MEDICAL CENTER, THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE MEDICAL CENTERS ASSETS, THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENTS BY THE MEDICAL CENTER; -THE EXCLUSIVE POWER AND AUTHORITY TO INITIATE ANY BANKRUPTCY OR INSOLVENCY ACTION ON BEHALF OF THE MEDICAL CENTER OR ANY OF ITS SUBSIDIARIES INCLUDING ANY DIRECT AFFILIATES; AND, -OTHER POWERS AND RIGHTS AS VESTED BY LAW. IN ADDITION, THE MEMBER HAS ADDITIONAL APPROVAL RIGHTS AS NOTED BELOW. -THE ANNUAL SLATE OF THE BOARD OF DIRECTORS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. IN ADDITION, A VACANCY ON THE BOARD MAY BE FILED BY THE BOARD OF DIRECTORS, SUBJECT TO APPROVAL OF THE MEMBER; -THE PRESIDENT OF THE CORPORATION, IN COLLABORATION WITH THE CORPORATION'S BOARD OF DIRECTORS, SHALL DEVELOP OVERALL STRATEGIC AND FINANCIAL PLANS FOR THE CORPORATION, WHICH SHALL BE CONSISTENT WITH THE STRATEGIC AND FINANCIAL PLANS AND PROGRAMS OF THE MEMBER AND SHALL BE SUBJECT TO APPROVAL BY THE MEMBER; -THE BOARD OF MANAGERS OF THE MEMBER IS AUTHORIZED TO ACT ON BEHALF OF THE BOARD OF DIRECTORS TO SELL OR OTHERWISE TRANSFER INVESTMENTS AND ASSETS OF THE CORPORATION THAT ARE NOT USED OR INVOLVED IN THE OPERATION OF THE CORPORATION, INCLUDING SECURITIES AND REAL PROPERTY BUT EXCLUDING INVESTMENTS, IF ANY, SEPARATELY HELD TO SATISFY OBLIGATIONS OF THE CORPORATION WITH RESPECT TO ANY PENSION OR BENEFIT PLAN. THE BOARD OF MANAGERS OF THE MEMBER MAY EMPLOY AND COMPENSATE FROM FUNDS OF THE CORPORATION SUCH INVESTMENT ADVISER OR ADVISERS AS THE BOARD OF MANAGERS OF THE MEMBER MAY CONSIDER NECESSARY OR DESIRABLE, AND IT SHALL HAVE DISCRETION TO ACCEPT OR REJECT ANY OR ALL ADVICE GIVEN BY ANY SUCH ADVISER OR ADVISERS, ALL IN ACCORDANCE WITH THE PROVISIONS RELATING TO THE BOARD OF MANAGERS SET FORTH IN THE BY-LAWS OF THE MEMBER; -THE PRESIDENT SHALL BE APPOINTED BY, AND MAY BE REMOVED BY, THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL OF THE MEMBER. THE PRESIDENT MAY ALSO BE REMOVED BY THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH REMOVAL, PROVIDE; AND, -THE CORPORATION'S BY-LAWS MAY BE ALTERED, AMENDED OR REPEALED AT ANY MEETING OF THE MEMBER IN ACCORDANCE WITH THE BY-LAWS OF THE MEMBER AS SUCH BY-LAWS MAY, AT THE TIME OF SUCH MEETING, PROVIDE. WITHOUT LIMITING THE FOREGOING, THE BOARD OF DIRECTORS MAY RECOMMEND AMENDMENTS TO THESE BY-LAWS, WHICH AMENDMENTS SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER OF THE MEDICAL CENTER, THE TAX DIRECTOR OF CAREGROUP, WHICH IS THE MEMBER OF THE MEDICAL CENTER AND DELOITTE TAX LLP. THE COMPLETE FORM 990 IS PRESENTED TO THE COMPLIANCE, AUDIT AND RISK COMMITTEE OF THE MEDICAL CENTER FOR REVIEW AND DISCUSSION. A COPY OF THE COMPLETE RETURN IS THEN PROVIDED TO EACH MEMBER OF THE MEDICAL CENTER BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE MEDICAL CENTER HAS A WRITTEN, COMPREHENSIVE CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL MEMBERS OF ITS WORKFORCE, INCLUDING EMPLOYEES, PROFESSIONAL STAFF, TRAINEES, CONSULTANTS, CONTRACTORS, AGENTS, AND VENDORS, AND TO THE MEMBERS OF THE BOARD OF DIRECTORS. IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER (HMFP) IS AN INTEGRALLY RELATED ENTITY TO THE MEDICAL CENTER AND EMPLOYS THE MAJORITY OF PHYSICIANS PROVIDING PATIENT CARE AT THE MEDICAL CENTER. HMFP ALSO HAS A COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THESE POLICIES, ALL MEMBERS OF THE MEDICAL CENTER'S WORKFORCE MUST DISCLOSE CONFLICTS OF INTEREST AT THE TIME OF INSTITUTIONAL TRANSACTIONS AND MUST REFRAIN FROM TAKING ANY ADMINISTRATIVE ACTION WITHIN THE INSTITUTION THAT IS BENEFICIAL TO AN OUTSIDE BUSINESS IN WHICH S/HE OR A FAMILY MEMBER HAS A POSITION OR A FINANCIAL INTEREST UNLESS S/HE INFORMS HIS/HER SUPERVISOR AND OBTAINS ADVANCE APPROVAL. THE MEDICAL CENTER MONITORS COMPLIANCE WITH THIS POLICY BY REQUIRING ALL MEMBERS OF THE WORKFORCE PARTICIPATING IN THE PROCESS TO COMPLETE A WRITTEN DISCLOSURE FORM AT THE TIME OF DISCUSSIONS AND NEGOTIATIONS WITH A SUPPLIER AND BY REQUIRING THE SUPPLIER TO IDENTIFY IN WRITING THOSE PARTICIPANTS WHO HAVE AN OUTSIDE RELATIONSHIP WITH THE SUPPLIER. A SUPPLIER'S FAILURE TO MAKE A REQUIRED DISCLOSURE MAY RESULT IN DISQUALIFICATION FROM BEING A SUPPLIER AND CAN BE GROUNDS FOR TERMINATION OF THE CONTRACT. SIMILARLY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE MEDICAL CENTER WHO IS IN A POSITION TO VOTE ON OR INFLUENCE A PARTICULAR TRANSACTION OR DECISION OF THE MEDICAL CENTER MUST NOTIFY THE BOARD OR THE COMMITTEE IF S/HE OR A FAMILY MEMBER MIGHT MATERIALLY BENEFIT AND RECUSE HIMSELF/HERSELF FROM PARTICIPATION AND VOTING ON THE DECISION. IN ADDITION, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES OF BOTH THE MEDICAL CENTER AND HMFP ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT DISCLOSURE WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR IMMEDIATE FAMILY MEMBERS WHICH MAY RESULT IN A CONFLICT OF INTEREST. PURSUANT TO THE MEDICAL CENTER'S CONFLICT OF INTEREST POLICY, MANY INDIVIDUALS IN ADDITION TO THOSE REPORTED ON THE TAX RETURNS ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT DISCLOSURE. THESE ADDITIONAL CATEGORIES INCLUDE OFFICERS, SENIOR MANAGEMENT, CHIEFS OF SERVICE, DIVISION CHIEFS, AND OTHER WORKFORCE AND PROFESSIONAL STAFF CATEGORIES AS IDENTIFIED FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER, THE SENIOR VICE PRESIDENT FOR COMPLIANCE, AUDIT, AND RISK OR THE CONFLICTS OF INTEREST COMMITTEE. FOR THESE EMPLOYEES, PROVIDING A DISCLOSURE IS A CONDITION OF EMPLOYMENT AND/OR MEDICAL STAFF APPOINTMENT. THE OFFICE OF COMPLIANCE AND BUSINESS CONDUCT COLLECTS, REVIEWS, AND DETERMINES APPROPRIATE ACTION FOR THE ANNUAL CONFLICT OF INTEREST DISCLOSURES ON BEHALF OF THE MEDICAL CENTER. THE DISCLOSURE MAY BE REFERRED TO MANAGEMENT AND TO THE CONFLICT OF INTEREST COMMITTEE, A SUBCOMMITTEE OF THE COMPLIANCE, AUDIT, AND RISK COMMITTEE, FOR REVIEW. THE HMFP COMPLIANCE OVERSIGHT COMMITTEE REVIEWS ANNUAL CONFLICT OF INTEREST DISCLOSURES ON BEHALF OF HMFP. BECAUSE OF THE INTEGRAL RELATIONSHIP BETWEEN THE MEDICAL CENTER AND HMFP, MANY INDIVIDUALS ARE COVERED BY BOTH ENTITIES' CONFLICT OF INTEREST POLICIES AND ANNUAL DISCLOSURE REQUIREMENTS. IN CASES OF DUAL RESPONSIBILITIES, THE RESPONSES ARE REVIEWED BY BOTH DEPARTMENTS FOR DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. PURSUANT TO EACH INSTITUTION'S CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED, WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. CAREGROUP IS THE SOLE MEMBER OF THE MEDICAL CENTER. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE MEDICAL CENTER OFFICE OF COMPLIANCE AND BUSINESS CONDUCT AND THE CAREGROUP TAX DEPARTMENT JOINTLY ISSUE A TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE MEDICAL CENTER BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER MEDICAL CENTER OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE IS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR THE MEDICAL CENTER TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990, PART VI, QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE MEDICAL CENTER HAS A COMPENSATION COMMITTEE THAT IS COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. ALL MEMBERS ARE INDEPENDENT. THE COMPENSATION COMMITTEE ESTABLISHES THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CEO, COO, CFO, CLINICAL CHIEFS OF SERVICE, CHIEF ACADEMIC OFFICER, CHIEF INFORMATION OFFICER, GENERAL COUNSEL, SR. VICE PRESIDENTS AND VICE PRESIDENTS THE COMPENSATION COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE INDIVIDUALS IS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIES WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN SETTING COMPENSATION, THE COMPENSATION COMMITTEE RELIED UPON WRITTEN COMPENSATION SURVEYS AND STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. THE COMPENSATION COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT COMPENSATION CONSULTING FIRM. TO ENSURE INDEPENDENCE, THE SENIOR VICE PRESIDENT OF HUMAN RESOURCES RECUSED HERSELF FROM DISCUSSIONS AND VOTING RELATED TO HER OWN COMPENSATION PACKAGE AND FROM DISCUSSIONS RELATED TO THE PRESIDENT AND CEO'S COMPENSATION PACKAGE. THE COMPENSATION COMMITTEE THEN VOTED TO APPROVE THE COMPENSATION ARRANGEMENTS OF ALL INDIVIDUALS DESCRIBED ABOVE EXCEPT FOR THE CEO. THE COMPENSATION PACKAGE FOR THE CEO VOTED BY THE COMPENSATION COMMITTEE WAS SUBMITTED TO THE FULL BOARD OF DIRECTORS FOR APPROVAL. ALL DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN MINUTES. SUBSEQUENT TO THE VOTE OF THE COMMITTEE, THE OUTSIDE CONSULTING FIRM PROVIDED A "REASONABLENESS LETTER" ATTESTING TO THE INDEPENDENCE OF THE COMMITTEE AND REASONABLENESS OF THE EXECUTIVE COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE MEDICAL CENTER'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: BETH ISRAEL DEACONESS MEDICAL CENTER OFFICES 330 BROOKLINE AVENUE BOSTON, MA 02215 |
| FORM 990, PART IX, LINE 11G | CONSULTING: PROGRAM SERVICE EXPENSES 2,244,545. MANAGEMENT AND GENERAL EXPENSES 5,039,476. FUNDRAISING EXPENSES 286,261. TOTAL EXPENSES 7,570,282. MD FEES: PROGRAM SERVICE EXPENSES 54,445,531. MANAGEMENT AND GENERAL EXPENSES 12,467,469. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 66,913,000. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 71,481,220. MANAGEMENT AND GENERAL EXPENSES 9,598,930. FUNDRAISING EXPENSES 357,332. TOTAL EXPENSES 81,437,482. |
| FORM 990, PART XI, LINE 9: | UNREALIZED CHG IN EQUITY INTEREST IN LIMITED PARTNERSHIP 1,950,216. CHANGE IN FUNDED STATUS OF EMPLOYEE BENEFIT PLANS -25,077,889. TRANSFER (TO) FROM AFFILIATE -21,716,631. FUNDS MANAGED BY OTHERS -2,835,024. NON CASH CONTRIBUTIONS NOT INCLUDED IN THE FINANCIAL STATEMENTS -1,309,965. |
| FORM 990, PART XII, LINE 2B AND 2C | FINANCIAL STATEMENTS AND COMMITTEE OVERSIGHT AS PREVIOUSLY REPORTED IN THIS FILING, THE MEDICAL CENTER IS A PUBLIC CHARITY AND A TERTIARY CARE ACADEMIC MEDICAL CENTER EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FINANCIAL RECORDS OF THE MEDICAL CENTER ARE AUDITED EACH YEAR AS PART OF THE MEDICAL CENTER'S CONSOLIDATED AUDITED FINANCIAL STATEMENT PROCESS. FOR THE PERIOD COVERED BY THIS FILING, THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THESE FINANCIAL STATEMENTS. THIS PROCESS IS MONITORED AND REVIEWED INTERNALLY BY THE MEDICAL CENTER'S COMPLIANCE, AUDIT AND RISK COMMITTEE. |
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