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 | |
| Total 1 | 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) |
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| 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) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, QUESTION 4A | STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS UNIVERSITY OF VERMONT MEDICAL GROUP ("UVM MEDICAL GROUP") IS A VERMONT NON-PROFIT CORPORATION THAT FUNCTIONS TO SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK. IN ADDITION, THESE PHYSICIANS HAVE FULL-TIME FACULTY APPOINTMENTS TO THE COLLEGE OF MEDICINE ("COM") OF THE UNIVERSITY OF VERMONT ("UVM"). BY WRITTEN CONTRACT, UVM MEDICAL GROUP FURNISHES ITS EMPLOYED PHYSICIANS EXCLUSIVELY TO THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC. ("UVM MEDICAL CENTER"), A TEACHING HOSPITAL AFFILIATED WITH UVM, TO PROVIDE PROFESSIONAL SERVICES TO THE UVM MEDICAL CENTER'S PATIENTS. UNDER THE CONTRACT, UVM MEDICAL CENTER AGREES TO REIMBURSE UVM MEDICAL GROUP FOR THE ASSOCIATED SALARY AND BENEFIT COSTS OF THESE PHYSICIANS AND TO PROVIDE CERTAIN ADMINISTRATIVE SERVICES, INCLUDING BILLING AND PAYROLL SUPPORT SERVICES. ALL PATIENT REVENUES GENERATED BY PHYSICIANS EMPLOYED BY UVM MEDICAL GROUP ARE RETAINED BY UVM MEDICAL CENTER. FORM 990, PART VI, QUESTION 2 RICHARD VINCENT IS AN OFFICER AND CLAUDE DESCHAMPS IN AN EMPLOYEE OF THE UNIVERSITY OF VERMONT MEDICAL CENTER, A RELATED ORGANIZATION. FORM 990, PART VI, QUESTION 4 UVM MEDICAL GROUP MADE SIGNIFICANT CHANGES TO ITS BYLAWS IN FY16. THE BYLAWS NOW REFLECT THE FOLLOWING CHANGES: * THE SOLE MEMBER OF UVM MEDICAL GROUP IS NOW THE UVM HEALTH NETWORK; * THE UVM MEDICAL GROUP BOARD OF DIRECTORS HAS NOW BEEN EXPANDED TO INCLUDE REPRESENTATION FROM ALL UVM HEALTH NETWORK AFFILIATES; * CERTAIN ACTIONS NOW REQUIRE AN ENHANCED MAJORITY VOTE. THIS REQUIRES VOTES ON CERTAIN ACTIONS TO HAVE GREATER AFFIRMATIVE REPRESENTATION TO PASS. THESE ACTIONS INCLUDE ANNUAL OPERATING BUDGETS, ADOPTION OF STRATEGIC PLANS, APPOINTMENT OF THE PRESIDENT, AND AMENDMENT OF THE BYLAWS. * ALSO INCLUDED ARE DEADLOCK PROCEDURES TO BE USED IN THE EVENT THAT ACTIONS REQUIRING ENHANCED MAJORITY VOTE DO NOT SUCCEED. |
| MEMBERS OR STOCKHOLDERS | FORM 990, PART VI, QUESTIONS 6, 7A, & 7B THE SOLE MEMBER OF THE ORGANIZATION IS THE UVM HEALTH NETWORK. AS SOLE MEMBER, UVM HEALTH NETWORK HAS ALL OF THE POWERS RESERVED TO MEMBERS OF A VERMONT NON-PROFIT CORPORATION, INCLUDING THE POWER TO ELECT DIRECTORS, TO APPROVE AMENDMENTS TO ORGANIZATIONAL DOCUMENTS, AND TO APPROVE MERGERS, CONSOLIDATIONS, OR SALES OF THE ORGANIZATION. |
| MEETING DOCUMENTATION | FORM 990, PART VI, QUESTION 8B THE STANDING COMMITTEES OF THE UVM MEDICAL GROUP BOARD ARE FINANCE, CLINICAL OPERATIONS & CARE COORDINATION, RESEARCH AND EDUCATION, NOMINATING & GOVERNANCE, PROVIDER WORKFORCE MANAGEMENT, AND SUCH OTHER STANDING COMMITTEES AS MAY BE ESTABLISHED BY VOTE OF A MAJORITY OF THE DIRECTORS OF THE BOARD. THE BOARD AND EACH COMMITTEE OF THE ORGANIZATION CONTEMPORANEOUSLY DOCUMENT THEIR ACTIONS BY WRITTEN MINUTES. |
| FORM 990 REVIEW | FORM 990, PART VI, QUESTION 11B UVM MEDICAL GROUP'S FORM 990 IS PREPARED BY STAFF FROM UVM MEDICAL CENTER (AN AFFILIATED ORGANIZATION) AND REVIEWED BY PRICEWATERHOUSECOOPERS (PWC). FOLLOWING PWCS REVIEW, THE RETURN IS REVIEWED BY UVM MEDICAL GROUP 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 UVM MEDICAL GROUP'S BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. |
| CONFLICT OF INTEREST POLICY | FORM 990, PART VI, QUESTION 12 UVM MEDICAL GROUP'S BOARD HAS ADOPTED THE CONFLICT OF INTEREST POLICY AND REQUIREMENTS OF UVM MEDICAL CENTER, ITS PARENT ORGANIZATION. UVM MEDICAL CENTER REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, TRUSTEES, OFFICERS, KEY EMPLOYEES, AND PHYSICIANS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AT LEAST ANNUALLY (EXCEPT PHYSICIANS WHO ARE REQUIRED EVERY OTHER YEAR), 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 CERTIFICATION MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL OF UVM MEDICAL CENTER. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL OF UVM MEDICAL CENTER AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE UVM MEDICAL CENTER 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 THE INDIVIDUAL REQUEST A SECONDARY REVIEW BE PERFORMED. |
| COMPENSATION DETERMINATION | FORM 990, PART VI, QUESTION 15 UVM MEDICAL GROUP RELIED ON UVM MEDICAL CENTER (AN AFFILIATE) IN CONJUCTION WITH UVM HEALTH NETWORK (ITS PARENT) TO ESTABLISH ITS PRESIDENT/CEO'S COMPENSATION. THE BOARD OF DIRECTORS HAS ADOPTED A PHYSICIAN COMPENSATION PLAN THAT PROVIDES IN PART AS FOLLOWS: "THE TOTAL COMPENSATION PAID TO A PHYSICIAN SHALL NOT BE IN EXCESS OF REASONABLE COMPENSATION NOR INCONSISTENT WITH THE FAIR MARKET VALUE OF THE PHYSICIAN'S SERVICES, MEASURED BY APPROPRIATE INDUSTRY BENCHMARKS." THE COMPENSATION PLAN HAS BEEN APPROVED BY THE BOARD OF TRUSTEES OF UVM HEALTH NETWORK. 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 INCLUDE ORGANIZATIONS OF SIMILAR SIZE, SCOPE, COMPLEXITY AND MANAGEMENT CHALLENGE; IT HAS ALSO ESTABLISHED THE COMPETITIVE LEVEL AT WHICH THE COMMITTEE WANTS TO COMPENSATE EXECUTIVES 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. 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. ARTHER 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 ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF INCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. OUR BYLAWS ARE NOT PUBLICLY POSTED, BUT WE WOULD FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. OUR CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT WE WOULD FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. WITH THE ENACTMENT OF VERMONT'S ACT 48 IN MAY 2011 THE GREEN MOUNTAIN CARE BOARD (GMCB) BECAME THE REGULATORY BODY OVERSEEING HOSPITALS IN THE STATE OF VERMONT. AS A RESULT, THE BUDGET FOR THE UVM MEDICAL CENTER (AN ORGANZIATION RELATED TO UVM MEDICAL GROUP) IS SUBJECT TO REVIEW BY THE GMCB ON AN ANNUAL BASIS. ONGOING DISCLOSURE OF OPERATING RESULTS IS ALSO REQUIRED, AND THE UVM MEDICAL CENTER SUBMITS ITS FINANCIAL STATEMENTS REGULARLY THROUGHOUT THE YEAR. THE UVM MEDICAL CENTER ALSO REGULARLY DISCLOSES ITS FINANCIAL RESULTS ON ITS WEBSITE AND SUBMITS PRESS RELEASES RELATING TO PERFORMANCE ON A REGULAR BASIS TO LOCAL NEWS ORGANIZATIONS. |
| FORM 990, PART VII | DIRECTORS OF UVMMG WERE COMPENSATED FOR THEIR ROLES AS PHYSICIANS, NOT FOR THEIR ROLES AS MEMBERS OF THE BOARD. (1) IN ADDITION TO COMPENSATION PAID BY UVM MEDICAL GROUP AND REFLECTED ON ITS FORM 990, THE REFERENCED INDIVIDUALS RECEIVE ADDITIONAL COMPENSATION FROM UNIVERSITY OF VERMONT (UVM), AN UNRELATED ENTITY. A PORTION OF SUCH COMPENSATION FROM UVM MAY BE REIMBURSED BY THE UVM MEDICAL CENTER TO UVM AS ACADEMIC SUPPORT PURSUANT TO THE AFFILIATION AGREEMENT BETWEEN UVM AND UVM MEDICAL CENTER. AUDIT COMMITTEE FORM 990, PART XII, QUESTION 2C UVM MEDICAL CENTER'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE CONSOLIDATED AUDIT, AS WELL AS THE CHOICE OF AN INDEPENDENT ACCOUNTANT. |
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