Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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 | |||||
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Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 138,959 | 152,837 | 154,942 | 134,776 | 125,589 | 707,103 |
| 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 | 1,103,492,602 | 1,095,860,043 | 1,148,972,862 | 1,242,226,460 | 1,514,381,036 | 6,104,933,003 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | 0 | |||||
| 6 | Total. Add lines 1 through 5 | 1,103,631,561 | 1,096,012,880 | 1,149,127,804 | 1,242,361,236 | 1,514,506,625 | 6,105,640,106 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 2,255,901 | 2,252,979 | 1,518,073 | 6,026,953 | ||
| 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. | 89,388,243 | 114,480,023 | 105,812,855 | 99,072,267 | 66,679,504 | 475,432,892 |
| c | Add lines 7a and 7b.. | 91,644,144 | 116,733,002 | 107,330,928 | 99,072,267 | 66,679,504 | 481,459,845 |
| 8 | Public support. (Subtract line 7c from line 6.) | 5,624,180,261 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 1,103,631,561 | 1,096,012,880 | 1,149,127,804 | 1,242,361,236 | 1,514,506,625 | 6,105,640,106 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 10,765,394 | 9,160,018 | 7,351,852 | 7,240,581 | 7,966,759 | 42,484,604 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 241,988 | 241,988 | ||||
| c | Add lines 10a and 10b. | 10,765,394 | 9,160,018 | 7,351,852 | 7,240,581 | 8,208,747 | 42,726,592 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 64,270 | 58,863 | 69,310 | 68,769 | 155,409 | 416,621 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 1,114,461,225 | 1,105,231,761 | 1,156,548,966 | 1,249,670,586 | 1,522,870,781 | 6,148,783,319 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 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) |
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| 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): |
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| 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 | ||
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2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
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| 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. | ||
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8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
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| 9 Distributable amount for 2018 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-2018 |
(iii) Distributable Amount for 2018 |
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|---|---|---|---|---|
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1
Distributable amount for 2018 from Section C, line 6 |
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2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
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5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| SUPPORT TEST | FORM 990, SCHEDULE A, PART III THE ORGANIZATION'S IRS DETERMINATION LETTER INDICATES THAT THIS ORGANIZATION QUALIFIES AS A PUBLICLY SUPPORTED CHARITY UNDER SECTION 170(B)(1)(a)(vi); HOWEVER, THE ORGANIZATION QUALIFIES AS A 509(A)(2) ORGANIZATION. SCHEDULE A HAS BEEN COMPLETED IN ACCORDANCE WITH THE FORM INSTRUCTIONS UNDER THE 509(A)(2) TEST. |
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Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| ORGANIZATION MISSION AND PROGRAM ACTIVITIES | FORM 990, Part I line 1 Founded in 1977, Fallon Community Health Plan, INC. (FCHP) is a leading health care services organization with a simple but powerful mission: Making our communities healthy. With a focus on improving the health and well-being of the diverse communities we serve, FCHP works to deliver high-quality, affordable care. FCHP offers a full range of commercial products and a wide variety of government programs, including the most options for seniors than any other health plan in Massachusetts. This enables FCHP to serve members of all ages, at all income levels and with all types of health needs. Offerings and activities include innovative health insurance solutions; a variety of Medicaid and Medicare products; unique health care programs and services that provide coordinated, integrated care for seniors and individuals with complex health needs; health and wellness programs and events; grants; corporate sponsorships; hunger relief support; in-kind donations; advocacy and volunteer hours. FORM 990, Part III, Line 4A COMMERCIAL PRODUCTS AND SERVICES FCHP commercial plans are offered through employer groups and, in some cases, can be purchased directly by the consumer. Commercial plans account for 50% of total membership and cover all counties in Massachusetts with the exception of Barnstable, Dukes and Nantucket. Regardless of how they get their coverage, members of FCHP's commercial plans have access to a variety of providers, including individual physicians, group practices, community hospitals and large medical facilities throughout Massachusetts and southern New Hampshire. To help members manage their health care costs, FCHP offers a unique choice of provider networks, including a lower cost limited network, which was the first of its kind in Massachusetts. FCHP also offers a wide range of care management programs for those with acute, chronic or complex health conditions. These voluntary programs are designed to help members improve both their health and quality of life. To best support the changing needs of those we serve, FCHP continues to offer innovations to commercial members including the following: . 2002: Introduced Direct Care, the first limited network product in Massachusetts . 2004: Began reimbursing members for fitness-related activity fees through the It Fits! program - the first health plan in Massachusetts to do so . 2005: Eliminated copays for adult and pediatric preventive care, years before it became required by the ACA . 2005: Offered the first qualified high-deductible HMO plans in Massachusetts . 2013: Launched "The Healthy Health Plan," making FCHP the first plan in Massachusetts to include a wellness incentive as part of its standard benefit package . 2016: Developed new specialized plans for people with chronic conditions such as asthma, diabetes and coronary artery disease . 2017: Expanded access to care with telemedicine, allowing members to receive adult and pediatric care over the phone or by video FORM 990, PART III, LINE 4B GOVERNMENT PROGRAMS FCHP is the only organization in Massachusetts to offer a full range of commercial health insurance products along with most government-sponsored programs. These government programs, listed below, account for 50% of FCHP's total membership. . Medicare Advantage and Medicare Supplement . Medicaid (MassHealth Accountable Care Organization Partnership Plans) . Medicare Advantage Special Needs Plan and Senior Care Options . Program of All-Inclusive Care for the Elderly (PACE) . Subsidized, limited-network plan in Central Mass. and Metro West . Managed Long Term Care (MLTC) plan in western New York These programs enable FCHP to serve members of all ages, at all income levels and with all types of health needs. There are several notable facts when it comes to FCHP's government programs: . In 1980, FCHP was the first HMO in the country to receive a Medicare risk contract. Today, FCHP's Medicare Advantage plans continue to serve the needs of seniors across the Commonwealth of Massachusetts. . FCHP's Summit ElderCare is the largest PACE program in New England and the sixth largest in the country. FCHP has seven PACE sites - six in Massachusetts and one in western New York. Through its PACE program, FCHP is also a provider of care. . In 2017, FCHP formed MassHealth Accountable Care Organization Partnership Plans with the following provider groups: . Berkshire Health Systems and Community Health Programs . Reliant Medical Group . Wellforce and its provider organizations |
| FORM 990, PART III, LINE 4c | Community giving FCHP is a not-for-profit health care services organization headquartered in Worcester, Massachusetts. Our mission- Making our communities healthy - guides us in the work we do directly in the communities we serve in addressing health care barriers that impact positive health outcomes. Today we spread our mission across Massachusetts and western New York State. We are a forward-thinking, cohesive group that works with local providers and leaders in the communities we serve to improve residents' health and well-being, regardless of whether they are Fallon members. In addition to our products and services, FCHP provides corporate donations and our employees contribute both in-kind and monetary donations to help build healthy communities. Community focus is core to who we are as an organization and with a highly engaged and committed workforce, we are able to make a meaningful difference at the grassroots level and beyond. Our community giving programs include grants, sponsorships, in-kind donations, advocacy and volunteering. As partners, advocates and volunteers, FCHP has a long history of leadership in addressing health care barriers that have a real impact on the health and well-being of underserved communities. The two main ways we address these barriers is through grant-making and community engagement. Some examples include: Building and stocking food pantries, donating vans to support our elders' transportation needs and helping first-generation students complete their college applications. We are guided by our funding priorities that have been determined in collaboration with our provider partners and other key community stakeholders. Through a comprehensive community health needs assessment, the following three funding priorities drove giving in 2018: . Senior health initiatives: Programs that support seniors living safely in their homes and communities, providing access to care, behavioral health resources, and access to food and utilities. . Children and youth health initiatives: FCHP supports community based programs or organizations that provide access to programs that wrap services and resources around children and youth. These programs work collaboratively to engage other community partners that are committed to finding solutions that will positively impact children and youth directly in their neighborhood, schools and communities in a positive and progressive manner utilizing both evidence based/informed and innovative models to impact change. . Food insecurity: FCHP supports programs that help to address food insecurity for all individuals impacted by this issue. Our focus is on programs that provide access and educational resources on healthy eating, community gardens, financial literacy, food preparation, vocational training and access to food in the most underserved and underrepresented communities. In 2018, FCHP distributed $1,224,030 to programs that met the goals of Fallon's Community Benefits program. This was accomplished through the distribution of more than $850,600 in support of our funding priorities, including grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $373,430 in community sponsorships. We personally visit the organizations who serve our most vulnerable communities to distribute funds and learn more about the region's needs and how we can work together to be a continued resource. FCHP's employees throughout the organization are encouraged to volunteer in the community and are provided eight hours of paid work time to do so. Employees volunteer thousands of hours for initiatives such as the United Way's "Day of CaringWorking for Worcester's "Community Build Day". Our employees volunteered 5,370.5 hours of their time in 2018 with 1,723.5 hours for Fallon driven initiatives. Some highlights of FCHP's giving, whether through grants or employee engagement, include: Our commitment to hunger We understand that one of the most basic barriers preventing people from positive health outcomes is not being able to access food. For the last 13 years, we've hosted an annual golf tournament to raise funds for hunger relief programs throughout the state. In 2018, we distributed one hundred percent of the net proceeds of $125,589 to organizations that applied to receive these grants through our online application process. More than 60 hunger relief organizations received funding (staff and volunteer support for this event exceeded 900 hours). In 2018, FCHP's Senior Leadership started the year serving and preparing dinner for approximately 350 children at the Boys & Girls Club of Worcester. With an ongoing commitment to address hunger, they saw first-hand how food insecurity takes a toll on our young children and their families. Fallon employees returned in the spring to completely restock the food pantry that we built the previous year at the Club. In the spring of 2018 our employees went to the Elm Park Community School to build out several new spaces, including a food pantry, a multi-space classroom and a clothing boutique. Then later in the fall our employees built out and fully re-stocked a new food pantry at the Abby Kelley Foster Charter School in Worcester to welcome the students and their families back for the new school year. In May of 2018, Fallon delivered a 2017 Nissan NV200 van to St. John's Food for the Poor in Worcester. This program serves up to 700 hot nutritious meals a day to low-income families, children, seniors, homeless individuals and the working poor. They depend on their vans for their extensive food rescue efforts. St. John's has well over 20 established food insecure resource programs to fight hunger in Worcester. United Way campaign at FCHP Fallon has been a community leader in the United Way campaign for many years. In 2018, employees planned a full calendar of activities so that everyone could participate at different levels. Employees organized a bake sale, holiday shopping bazaar and the opportunity for employees to win a variety of raffled items and dress down days. The campaign culminated with a company-wide holiday basket raffle. Fallon employees used approximately 617 hours to support the United Way's campaign activities that encompassed their participation in the Day of Caring community volunteer program. These efforts, along with a corporate donation, helped to raise approximately $60,744 for the local Central Mass United Way. FCHP addressing barriers in the Berkshires Region In 2018, we increased our Community Benefits grants, sponsorships and hunger relief efforts in Berkshire County. We kicked off this initiative with public presentations of both grants and vehicles. We invited all of our partnering provider groups, community based organizations and key community stakeholders together for a community presentation. The event included the presentation of two SUVs donated by FCHP to elder services agencies in the Berkshires to enhance vital transportation services for seniors. This opportunity also helped to strengthen our commitment and understanding of the key social determinants and health care barriers in this county. We increased our commitments and identified new community partner organizations that align with our Accountable Care Organization Partnership Plan, Senior Care Options program and Medicare Advantage product. We also ended the year with direct support for the holidays with our "Feed a Family" food distribution program by delivering to elder services agencies 25 bags of food and grocery story gift certificates. Fallon partnering in addressing barriers in Middlesex County/Merrimack Valley Region We've continued to work closely with key strategic community and provider partners in the Merrimack Valley region. In May 2018, Fallon hosted its second annual caregiving symposium in Lowell, which focused on creating awareness about the financial, emotional and physical costs of being a caregiver. The community event was well attended with positive feedback provided on post event surveys showing that the event was well regarded and offered important and timely content. |
| In addition, we formally presented major grants to the Lowell Community | Health Center, Merrimack Valley Food Bank and Mill City Grows for the development of a food pantry resource center at the health center. We are working closely with the health center on the development and planned build out of the resource center. We ended the year with direct support for the holidays with our "Feed a Family" food distribution program delivering to the Lowell Senior Center 25 bags of food and grocery store gift certificates. In addition, we increased our Community Benefits grants, sponsorships and hunger relief efforts in this market. The Greater Lowell Health Alliance (GLHA) will be working on their Community Health Needs Assessment in 2019. Several members of FCHP's outreach and community relations staff are participating in this effort which will help us better understand and respond to key social determinants of health and leading health barriers that exist in the region. FORM 990, PART VI, LINE 2 FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, AND KEY EMPLOYEES. FALLON HEALTH & LIFE ASSURANCE CO., INC. (FHLAC) IS A WHOLLY-OWNED SUBSIDIARY OF FCHP. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICER SERVED ON THE FHLAC BOARD OF DIRECTORS IN 2018: JAMES BUONOMO, B. JOHN DILL, DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, JANET S. RICO, and Richard p. burke (ex-officio). ULTRABENEFITS, INC. (UBI) IS A WHOLLY-OWNED SUBSIDIARY OF FHLAC. THE FOLLOWING FCHP OFFICERS AND KEY EMPLOYEE SERVED ON THE UBI BOARD OF DIRECTORS IN 2018: RICHARD P. BURKE, KEVIN GROZIO, DAVID PRZESIEK, AND ELIZABETH HELENIUS. GROUP INSURANCE SERVICE CENTER, (GISC) AND GROUP INSURANCE SERVICE CENTER AGENCY, INC., (GISC AGENCY) ARE WHOLLY-OWNED SUBSIDIARIES OF UBI. UBI ACQUIRED GISC AND GISC AGENCY IN September 2015. THE FOLLOWING FCHP OFFICERS SERVED ON THE BOARD THESE TWO CORPORATIONS IN 2018: RICHARD P. BURKE, DAVID PRZESIEK, AND kevin grozio. FORM 990, PART VI, LINE 11B THE PROCESS USED BY MANAGEMENT AND GOVERNING BODY TO REVIEW FORM 990 A DRAFT OF THE FORM 990 IS PREPARED BY FCHP AND REVIEWED BY ITS TAX CONSULTING FIRM. THE FINAL VERSION OF THE FORM 990 IS PROVIDED TO BOARD MEMBERS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, LINE 12C THE PROCESS USED TO MONITOR CONFLICTS OF INTEREST FCHP'S BYLAWS REQUIRE ALL DIRECTORS AND OFFICERS TO DISCLOSE ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AS DEFINED IN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY RELATING TO DIRECTORS, OFFICERS AND MEMBERS OF A COMMITTEE WITH BOARD-DELEGATED POWERS. THIS IS ENFORCED BY THE REQUIREMENT THAT SUCH INDIVIDUALS ANNUALLY COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. EACH YEAR THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD WHICH REPORTS ANY ACTUAL OR POTENTIAL CONFLICTS TO THE FULL BOARD. ANY BOARD MEMBER OR OFFICER WITH A CONFLICT OF INTEREST IS PROHIBITED FROM PARTICIPATING IN ANY DISCUSSION OF, OR VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. TWO INDEPENDENT BOARD MEMBERS ALSO CONDUCT AN ANNUAL REVIEW OF ANY BUSINESS TRANSACTIONS INVOLVING THE ORGANIZATION THAT COULD POTENTIALLY BENEFIT A BOARD MEMBER OR OFFICER, TO ENSURE THAT THE TRANSACTIONS DO NOT INVOLVE ANY UNDUE INFLUENCE, ARE AT FAIR MARKET VALUE, AND ARE IN THE ORGANIZATION'S BEST INTEREST. THE REVIEWING BOARD MEMBERS REPORT THEIR FINDINGS TO THE FULL BOARD. FURTHERMORE, AT BOARD MEETINGS, INDIVIDUAL BOARD MEMBERS ARE ASKED TO IDENTIFY, AND RECUSE THEMSELVES FROM ANY DISCUSSION AND VOTE ON ANY MATTER BEFORE THE BOARD IN WHICH THEY MAY HAVE A CONFLICT. FCHP ALSO REQUIRES ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES TO COMPLETE A WRITTEN DISCLOSURE STATEMENT DESIGNED TO IDENTIFY POTENTIAL CONFLICTS. FCHP ALSO HAS GENERAL CORPORATE-WIDE CONFLICT OF INTEREST POLICIES THAT REQUIRE REPORTING OF POTENTIAL CONFLICTS AND MANAGEMENT APPROVAL OF CERTAIN TRANSACTIONS, AND PROHIBITS CERTAIN SPECIFIC TRANSACTIONS. THESE POLICIES ARE ENFORCED BY SENIOR MANAGEMENT, INCLUDING THE CHIEF COMPLIANCE OFFICER. FORM 990, PART VI, LINES 15A & 15b PROCESS OF DETERMINING COMPENSATION FOR CEO, TOP MANAGEMENT OFFICIALS, OFFICERS, AND KEY EMPLOYEES. FCHP HAS ESTABLISHED AN EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS THAT ESTABLISHES POLICIES AND THE COMPENSATION STRUCTURE OF CERTAIN FCHP EXECUTIVE OFFICERS. THIS COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE EXECUTIVE OFFICERS IS DETERMINED BY A FAIR AND EQUITABLE PROCESS, INFORMED BY CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION, AND COMPLIANT WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN 2018, THE COMMITTEE CONSISTED OF FOUR MEMBERS OF FCHP'S BOARD OF DIRECTORS WHO ARE NOT EMPLOYED BY THE ORGANIZATION. FCHP'S CEO SERVED AS AN EX OFFICIO MEMBER OF THE COMMITTEE WITHOUT A VOTING RIGHT. THE EXECUTIVE OFFICERS OVER WHOSE COMPENSATION THE COMMITTEE IS RESPONSIBLE ARE COMPRISED OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO"), AND THE EXECUTIVE VICE PRESIDENT, AND SENIOR VICE PRESIDENT POSITIONS THAT REPORT DIRECTLY TO THE CEO ("EXECUTIVE GROUP"). IN 2018, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP AND REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT CONSULTING FIRM. THE COMMITTEE THEN VOTED TO APPROVE THE COMPENSATION OF THE EXECUTIVE GROUP (OTHER THAN THE CEO). FOR THE CEO'S COMPENSATION THE COMMITTEE (MEETING WITHOUT THE CEO) RECOMMENDED A COMPENSATION STRUCTURE THAT WAS PRESENTED TO THE FCHP'S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS (WITHOUT THE CEO PRESENT), VOTED TO APPROVE THE COMMITTEE'S RECOMMENDATION. ALL THESE DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES OF THE COMMITTEE AND BOARD OF DIRECTORS. The process was used to establish the compensation for the executive group in 2018. This process was not used to establish compensation for the key employees listed in schedule J except for the two key employees who are senior vice presidents and part of the executive group. FORM 990, PART VI, LINES 18 AND 19 HOW DOCUMENTS ARE MADE AVAILABLE TO PUBLIC FCHP'S FORM 990 AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FCHP'S ANNUAL REPORT IS AVAILABLE ON ITS OWN WEBSITE. FCHP'S 990, FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND ANNUAL REPORT ARE ALSO PROVIDED UPON REQUEST. |
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