Attach to Form 990 or Form 990-EZ.
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 (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
UNIVERSITY OF VERMONT MEDICAL CENTER INC |
030219309 | 3 | Yes | 0 | 0 | |
| (B)
CENTRAL VERMONT MEDICAL CENTER INC |
222547186 | 3 | Yes | 0 | 0 | |
| (C)
CHAMPLAIN VALLEY PHYSICIANS HOSPITAL |
141338471 | 3 | Yes | 0 | 0 | |
| (D)
ELIZABETHTOWN COMMUNITY HOSPITAL |
141364513 | 3 | Yes | 0 | 0 | |
| (E)
ALICE HYDE MEDICAL CENTER |
150346515 | 3 | Yes | 0 | 0 | |
| Total 5 | 0 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SUPPORTED ORGANIZATIONS | SCHEDULE A, PART I, LINE 11G, COLUMN IV THE ARTICLES OF INCORPORATION REQUIRE THAT THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC PURPOSES OF THE UNIVERSITY OF VERMONT MEDICAL CENTER INC., CENTRAL VERMONT MEDICAL CENTER, INC., CHAMPLAIN VALLEY PHYSICIANS HOSPITAL, ELIZABETHTOWN COMMUNITY HOSPITAL, ALICE HYDE MEDICAL CENTER, AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION. |
| SERVICES PROVIDED | SCHEDULE A, PART I, LINE 11G, COLUMN VI THE UNIVERSITY OF VERMONT HEALTH NETWORK PROVIDES SERVICES DESIGNED TO DEVELOP A HIGHLY COORDINATED HEALTH CARE DELIVERY NETWORK TO IMPROVE THE QUALITY, INCREASE THE EFFICIENCIES AND LOWER THE COSTS OF HEALTH CARE DELIVERY IN THE REGIONS IT SERVES. CURRENTLY, CREDENTIALING/PROVIDER ENROLLMENT AND CONTRACTING ARE CONSIDERED SHARED SERVICES AT THE NETWORK LEVEL. THIS ALLOWS FOR ALL OF THE HOSPITALS TO PARTICIPATE IN THE BEST TERMS AVAILABLE TO THE NETWORK AS A WHOLE. AS THE NETWORK IS IN AN EARLY STAGE OF DEVELOPMENT, ADDITIONAL SHARED SERVICES MAY BE CONSIDERED IN THE FUTURE. |
| SUPPORTED ORG CONTROL | SCHEDULE A, PART IV, SECTION B, LINE 1 THE SUPPORTED ORGANIZATION OF THE UVM HEALTH NETWORK HAVE A SUBSTANTIAL DEGREE OF CONTROL OVER THE POLICIES, PROGRAMS, AND ACTIVITIES OF THE UVM HEALTH NETWORK. THE SUPPORTED ORGANIZAITONS EFFECTIVELY OPERATE, SUPERVISE AND CONTROL THE UVM HEALTH NETWORK'S ACTIVITIES. THE BYLAWS DICTATE THAT THE MAJORITY OF EVERY SUPPORTED ORGANIZATION HAS THE POWER TO APPOINT BOARD MEMBERS, AND TOGETHER THEY APPOINT THE MAJORITY OF THE BOARD MEMEBER OF THE ORGANIZATION. |
| ADDITION OF SUPPORTED ORG | SCHEDULE A, PART IV, SECTION A, LINE 5A ALICE HYDE MEDICAL CENTER, EIN 15-0346515 ON MAY 1, 2016, COMMUNITY PROVIDERS INC, A SUBSIDIARY OF THE FILING ORGANIZATION, WHICH DOES BUSINESS AS UVM HEALTH NETWORK - ADIRONDACK REGION ("UVMHN-AR"),BECAME THE SOLE CORPORATE MEMBER OF ALICE HYDE MEDICAL CENTER ("AHMC"). DUE TO THIS AFFILIATION, AHMC BECAME A SUPPORTED ORGANIZATION OF UVM HEALTH NETWORK. THE GOVERNING DOCUMENTS WERE AMENDED TO INCLUDE AHMC AS A NAMED SUPPORTED ORGANIZATION OF UVM HEALTH NETWORK. |
| 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 |
|---|---|
| FINANCIAL RESULTS PRESENTED | FORM 990, PART I, LINE 1 SEE DESCRIPTION OF MISSION IN PART III NOTE BELOW. FORM 990, PART I, LINE 12 THE UVM HEALTH NETWORK ISSUES CONSOLIDATED FINANCIAL STATEMENTS WHICH INCLUDE THE TRANSACTIONS OF ALL OF ITS AFFILIATED ORGANIZATIONS. EACH AFFILIATE HAS CHOSEN TO SUBMIT ITS OWN 990 TAX FORM. THE ONLY ACTIVITY RECORDED AT THE NETWORK LEVEL OCCURS WHEN A NEW AFFILIATION HAPPENS. IN YEARS WHEN AN AFFILIATION OCCURS, ACQUISITION ACCOUNTING METHODS ARE FOLLOWED, AND TRANSACTIONS RELATED TO THOSE ACQUISITIONS APPEAR ON THE FILING ORGANIZATION'S FORM 990. INFORMATION CAN BE FOUND FOR EACH SUPPORTED ORGANIZATION IN ITS OWN FORM 990. ORGANIZATION'S MISSION FORM 990, PART III THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE, EDUCATIONAL AND/OR SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, OF THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC. ("UVM MEDICAL CENTER"), CENTRAL VERMONT MEDICAL CENTER, INC. ("CVMC"), CHAMPLAIN VALLEY PHYSICIANS HOSPITAL ("CVPH"), ELIZABETHTOWN COMMUNITY HOSPITAL ("ECH"), ALICE HYDE MEDICAL CENTER ("AHMC"), AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION, INCLUDING THE FOLLOWING PURPOSES: A. TO ESTABLISH AN INTEGRATED REGIONAL HEALTH CARE SYSTEM THAT ALIGNS THE MISSIONS AND ECONOMIC INTERESTS OF THE AFFILIATES, CURRENT OR FUTURE, OF THE SYSTEM; B. TO ENGAGE IN COLLABORATIVE REGIONAL PLANNING TO DEVELOP A HIGHLY COORDINATED HEALTH CARE NETWORK THAT WILL IMPROVE THE QUALITY, INCREASE THE EFFICIENCIES, AND LOWER THE COSTS OF HEALTH CARE DELIVERY IN THE COMMUNITIES SERVED BY THE SYSTEM; C. TO ENGAGE IN OTHER CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC ACTIVITIES AS ARE CONSISTENT WITH THE CORPORATION'S STATUS AS AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE IRC. D. THE INTEGRATION OF THE HEALTH CARE PROGRAMS AND SERVICES OF SYSTEM MEMBERS WITH TEACHING AND RESEARCH, TO SERVE AS A MODEL FOR THE DELIVERY OF ACADEMIC HEALTH CARE IN A RURAL REGION. BUSINESS RELATIONSHIPS FORM 990, PART VI, LINE 2 THE FOLLOWING INDIVIDUALS SERVED AT VERMONT MANAGED CARE INDEMNITIY COMPANY ("VMCIC"), A RELATED ORGANIZATION: DR. JOHN BRUMSTED, CLAUDE DESCHAMPS, EILEEN WHALEN, TODD KEATING, AND DR. HOWARD SCHAPIRO. THE FOLLOWING INDIVIDUALS SERVED AS OFFICERS AT THE UNIVERSITY OF VERMONT HEALTH VENTURES ("UVM HEALTH VENTURES"), A RELATED ORGANIZATION: DR. JOHN BRUMSTED, TODD KEATING, AND DR. HOWARD SHAPIRO. THE FOLLOWING INDIVIDUALS ARE EMPLOYED BY UVM MEDICAL CENTER, A RELATED ORGANIZATION: TRUSTEE DR. JOHN BRUMSTED IS AN EMPLOYEE AND AN OFFICER. TREASURER TODD KEATING IS A KEY EMPLOYEE. KEY EMPLOYEES SPENCER KNAPP, THERESA ALBERGHINI DIPALMA, DR. HOWARD SCHAPIRO, ADAM BUCKLEY, CLAUDE DESCHAMPS, PAUL MACUGA, TODD MOORE, DIANA SCALISE ARE ALSO KEY EMPLOYEES OF UVM MEDICAL CENTER. KEY EMPLOYEE EILEEN WHALEN IS AN OFFICER. |
| FORM 990, PART IV, LINE 4 | WHILE UVM HEALTH NETWORK DID NOT ENGAGE IN LOBBYING ACTIVITIES ITSELF, UVM MEDICAL CENTER, A RELATED ORGANIZATION DOES ENGAGE IN LOBBYING THAT BENEFITS THE HEALTH NETWORK. THESE ACTIVITIES ARE APPROPRIATELY REPORTED ON UVM MEDICAL CENTER'S RETURN. GOVERNING DOCUMENT REVISIONS FORM 990, PART VI, LINE 4 EFFECTIVE MAY 2, 2016, THE UNIVERSITY OF VERMONT HEALTH NETWORK, INC ("UVM HEALTH NETWORK"), UPDATED THE ARTICLES OF INCORPORATION TO INCLUDE ALICE HYDE MEDICAL CENTER ("AHMC") AS A SUBSIDIARY. PREVIOUSLY, UVM HEALTH NETWORK WAS THE SOLE CORPORATE UVM MEDICAL CENTER, CVMC, CVPH, AND ECH. EFFECTIVE APRIL 6, 2016, UVM HEALTH NETWORK, AMENDED AND RESTATED ITS BYLAWS. THESE UPDATES INCLUDED CHANGES TO ARTICLE III, WHICH RELATES TO TERM LIMITS FOR OFFICERS. ARTICLE V WAS AMENDED TO INCLUDE COMMITTEES FOR COMPENSATION AND INVESTMENTS. ARTICLE VIII BYLAWS WERE UPDATE TO INCLUDE AHMC. |
| FORM 990 REVIEW | FORM 990, PART VI, QUESTION 11B THE ORGANIZATION'S FORM 990 IS PREPARED BY STAFF FROM UVM MEDICAL CENTER (AN AFFILIATE OF UVM HEALTH NETWORK) AND IS REVIEWED BY PRICEWATERHOUSECOOPERS (PWC). FOLLOWING PWC'S REVIEW, THE RETURN IS REVIEWED BY UVM MEDICAL CENTER'S SENIOR LEADERSHIP. FINALLY, UVM MEDICAL CENTER'S MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. |
| CONFLICT OF INTEREST POLICY | FORM 990, PART VI, QUESTION 12C THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, TRUSTEES, OFFICERS, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AT LEAST ANNUALLY, PRIOR TO PARTICIPATING IN ANY DECISION THAT MAY BE AFFECTED BY A PERSONAL INTEREST, AND WHENEVER A POTENTIALLY CONFLICTING INTEREST FIRST ARISES. CONFLICT OF INTEREST DISCLOSURES AND CERTIFICATIONS MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. CONFLICTS OF INTEREST ARE MANAGED IN ACCORDANCE WITH THE POLICY, WHICH PROVIDES FOR A VARIETY OF REMEDIES TO ADDRESS CONFLICTS OF INTEREST. IN ADDITION, "DISQUALIFIED PERSONS", CONSISTING OF TRUSTEES, OFFICERS AND KEY EMPLOYEES ARE SUBJECT TO SPECIAL PROCEDURES TO COMPLY WITH THE INTERMEDIATE SANCTION RULES, AS OUTLINED IN THE CONFLICT OF INTEREST POLICY. REMEDIES TO ADDRESS CONFLICTS OF INTEREST MAY INCLUDE THE FOLLOWING: RECUSAL FROM DECISION MAKING, DISCLOSURE TO APPROPRIATE PARTIES, COMMITTEE PARTICIPATION LIMITS AND REQUESTED DIVESTITURE. AN APPEALS PROCESS EXISTS SHOULD TEH INDIVIDUAL REQEUST A SECONDARY REVIEW BE PERFORMED. FORM 990, SECTION B, QUESTIONS 13 & 14 UVM HEALTH NETWORK HAS NOT ADOPTED A WHISTLEBLOWER OR RECORDS RETENTION POLICY OF ITS OWN AT THIS TIME. IT IS WORTHY TO NOTE, HOWEVER, THAT THE INDIVIDUALS WORKING ON BEHALF OF UVM HEALTH NETWORK ARE EMPLOYEES OF UVM MEDICAL CENTER, AND ARE THEREFOR SUBJECT TO ITS POLICIES. |
| COMPENSATION DETERMINATION POLICY | FORM 990, PART VI, LINE 15 UVM HEALTH NETWORK RELIES ON WORK PERFORMED ANNUALLY BY ITS BOARD OF TRUSTEE COMPENSATION COMMITTEE TO SET COMPENSATION FOR ITS LEADERSHIP TEAM, THE SENIOR LEADERSHIP TEAM OF UVM MEDICAL CENTER, AND THE CEOS OF ITS AFFILIATES. THE UVM HEALTH NETWORK BOARD OF TRUSTEES APPROVES THE RESULTS OF ITS COMPENSATION COMMITTEE ONCE THE WORK DESCRIBED BELOW HAS OCCURRED. THE UVM HEALTH NETWORK BOARD OF TRUSTEES HIRED AN EXTERNAL INDEPENDENT CONSULTING FIRM, ARTHUR J. GALLAGHER & CO. (FORMERLY INTEGRATED HEALTHCARE STRATEGIES), TO ASSIST THE COMMITTEE IN ESTABLISHING THE TOTAL COMPENSATION FOR THE CLASSES OF EMPLOYEES NOTED ABOVE. AIDED BY ARTHUR J. GALLAGHER & CO., THE NETWORK COMPENSATION COMMITTEE HAS ESTABLISHED, AND THE NETWORK BOARD HAS APPROVED, A COMPENSATION PHILOSOPHY FOR THE ORGANIZATION WHICH DEFINES APPROPRIATE PEER GROUPS OF ORGANIZATIONS ACROSS THE COUNTRY WHICH INCLUDES ORGANIZATIONS OF SIMILAR SIZE, SCOPE, COMPLEXITY AND MANAGEMENT CHALLENGE; IT HAS ALSO ESTABLISHED THE COMPETITIVE LEVEL AT WHICH THE COMMITTEE WANTS TO COMPENSATE SAID INDIVIDUALS AS COMPARED TO THE PEER GROUP ORGANIZATIONS. THE TOTAL COMPENSATION PLAN FOR THE EXECUTIVE TEAM INCLUDES APPROPRIATE SALARY RANGES FOR BASE SALARY ADMINISTRATION, ANNUAL, PERFORMANCE-BASED INCENTIVE PROGRAMS AND EXECUTIVE LEVEL BENEFITS. THE UVM HEALTH NETWORK CEO'S TOTAL COMPENSATION IS REVIEWED ANNUALLY. THIS IS DONE BY THE NETWORK COMPENSATION COMMITTEE, IN CONJUNCTION WITH THE ANNUAL PERFORMANCE EVALUATION. FINAL APPROVAL IS MADE BY THE NETWORK BOARD OF TRUSTEES. THE NETWORK CEO ANNUALLY RECOMMENDS TO THE NETWORK COMPENSATION COMMITTEE THE SALARY AND TOTAL COMPENSATION FOR OTHER NETWORK EXECUTIVES, THE UVM MEDICAL CENTER EXECUTIVES AND CEO OF EACH AFFILIATE. THE COMPENSATION COMMITTEE REVIEWS THE CEO'S RECOMMENDATION AND GIVES FINAL APPROVAL TO ALL SUCH COMPENSATION ARRANGEMENTS. EACH AFFILIATE BOARD ULTIMATELY APPROVES THE RECOMMENDATIONS PRESENTED TO THEM RELATING TO THEIR INDIVIDUAL CEOS. THE NETWORK COMMITTEE DETERMINES NETWORK AND UVMMC PERFORMANCE INDICATORS FOR THE INCENTIVE PLAN EACH YEAR. EACH AFFILIATE BOARD APPROVES THE PERFORMANCE INDICATORS UNIQUE TO THOSE ORGANIZATIONS. IN ADDITION, THE COMMITTEE REVIEWS THE TOTAL COMPENSATION PLAN PERIODICALLY AND MAKES ANY RECOMMENDATIONS FOR CHANGE AS NEEDED. ALL DECISIONS OF THE COMMITTEE ARE DOCUMENTED IN MINUTES APPROVED BY THE MEMBERS OF THE COMMITTEE. ARTHUR J. GALLAGHER BENCHMARKED AND ANALYZED THE TOTAL COMPENSATION FOR THESE EMPLOYEES USING PROPRIETARY HEALTH CARE EXECUTIVE COMPENSATION SURVEYS AND OTHER COMPARATIVE MARKET PAY DATA TO ENSURE THAT THIS COMPENSATION IS COMPETITIVE, EQUITABLE AND MEETS ALL REASONABLENESS STANDARDS. ARTHUR J. GALLAGHER CONDUCTS REASONABLENESS TESTING TO ENSURE THAT THE COMPENSATION PAID TO THESE EMPLOYEES IS CONSISTENT WITH BOARD POLICIES AND IRS REGULATIONS. |
| DOCUMENT DISCLOSURE | FORM 990, PART VI, QUESTION 19 GOVERNANCE DOCUMENTS CONSIST OF THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF INCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE BYLAWS ARE NOT PUBLICLY POSTED, BUT A COPY WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. THE ANNUAL EXTERNAL AUDIT OF THE UVM HEALTH NETWORK IS ATTACHED TO THE CURRENT YEAR'S FORM 990. |
| RECONCILIATION OF NET ASSETS | FORM 990, PART XI, LINE 9 CONTRIBUTION REVENUE FROM AQUISTION (23,774,000) ------------- TOTAL OTHER CHANGES IN NET ASSETS (23,774,000) |
| Software ID: | |
| Software Version: |