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 | |||||
|
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.") . | 124,878 | 0 | 0 | 503,888 | 322,955 | 951,721 |
| 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 | 210,333,153 | 243,036,209 | 241,816,250 | 246,590,663 | 294,250,355 | 1,236,026,630 |
| 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 | 210,458,031 | 243,036,209 | 241,816,250 | 247,094,551 | 294,573,310 | 1,236,978,351 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 1,236,978,351 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 210,458,031 | 243,036,209 | 241,816,250 | 247,094,551 | 294,573,310 | 1,236,978,351 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 447,711 | 457,341 | 203,411 | 131,688 | 365,786 | 1,605,937 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 216,950 | 311,763 | 455,200 | 470,633 | 450,656 | 1,905,202 |
| c | Add lines 10a and 10b. | 664,661 | 769,104 | 658,611 | 602,321 | 816,442 | 3,511,139 |
| 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.) .. | 0 | |||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 211,122,692 | 243,805,313 | 242,474,861 | 247,696,872 | 295,389,752 | 1,240,489,490 |
| 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) |
||||
| 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 | ||
|
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 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 |
|
|---|---|---|---|---|
|
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. | ||||
|
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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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 - CONTINUED | AND STRIVE TO BE AWARE OF AND RESPOND TO OUR PATIENTS NEEDS. Form 990, Part I, lINE 1 & Part III, lINE 1 We support a commitment to advance the health and well-being of people in our community by delivering quality care, participating in medical research, and medical residency programs and the provision of medical services to patients. FORM 990, PART III, LINE 4A WCMG MEDICINE SUB-SPECIALTY PROVIDES VARIOUS SERVICES IN DANBURY AND NORWALK, CT AND THE SURROUNDING TOWNS. MAJOR SERVICES INCLUDE CARDIOLOGY, PULMONOLOGY, GASTROENTEROLOGY, RHEUMATOLOGY, PHYSICAL MEDICINE, ENDOCRINOLOGY, INFECTIOUS DISEASES AND NEPHROLOGY. 37 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 136,304 PATIENTS DURING FISCAL YEAR 2019 222,722 VISITS DURING FISCAL YEAR 2019 $1,719,512 - ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2019 WCMG SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. FORM 990, PART III, LINE 4B WCMG HOSPITAL BASED SERVICES PROVIDE VARIOUS SERVICES IN DANBURY AND NORWALK, CT AND SURROUNDING TOWNS. MAJOR SERVICES INCLUDE ANESTHESIOLOGY, HOSPITAL MEDICINE AND EMERGENCY MEDICINE. 12 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 165,320 PATIENTS DURING FISCAL YEAR 2019 173,276 VISITS DURING FISCAL YEAR 2019 $725,779 - ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2019 WCMG SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. FORM 990, PART III, LINE 4C WCMG PRIMARY CARE AND PEDIATRICS HAS PRIMARY CARE AND PEDIATRIC SPECIALISTS IN FAMILY MEDICINE, INTERNAL MEDICINE AND PEDIATRICS. THE PRIMARY CARE AND PEDIATRIC OFFICES ARE LOCATED IN DANBURY AND NORWALK, CT AND THE SURROUNDING TOWNS. 14 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 120,943 PATIENTS DURING FISCAL YEAR 2019 213,467 VISITS DURING FISCAL YEAR 2019 $43,723- ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2019 WCMG SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. |
| FORM 990, PART VI LINES 12A, 13 & 14 | THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT EACH INDIVIDUAL BOARD. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. |
| FORM 990, PART VII (ADDT'L INFORMATION) | FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENTS BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART III, LINE 4D - OTHER PROGRAM SERVICES DESCRIPTION ALL OTHER PROGRAM SERVICES INCLUDE SURGERY, ONCOLOGY, PSYCHOLOGY, OBSTETRICS AND GYNECOLOGY, PAIN MANAGEMENT, ADMINISTRATION AND OVERHEAD. |
| FORM 990, PART VI, LINE 6 - EXPLANATION OF CLASSES OF MEMBERS | OR SHALREHOLDER WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF WESTERN CONNECTICUT MEDICAL GROUP, INC. ON APRIL 3, 2019, WESTERN CONNECTICUT HEALTH SYSTEM MERGED WITH HEALTH QUEST SYSTEMS TO FORM NUVANCE HEALTH SYSTEM. IN CONNECTION WITH THE MERGER, A NEW ENTITY, NUVANCE HEALTH, WAS CREATED. NUVANCE HEALTH IS THE SOLE MEMBER OF BOTH WESTERN CONNECTICUT HEALTH NETWORK, INC. AND HEALTH QUEST SYSTEMS, INC. |
| FORM 990, PART VI, LINE 7A - HOW MEMBERS OR SHAREHOLDERS ELECT | GOVERNING BODY WESTERN CONNECTICUT HEALTH NETWORK, INC (THE "MEMBER") SHALL HAVE THE EXCLUSIVE RIGHT (I) TO ELECT THE CORPORATION'S BOARD OF DIRECTORS AND TO APPOINT INDIVIDUALS TO FILL VACANCIES ON THE BOARD OF DIRECTORS; (II) AMEND THE BYLAWS OF THE CORPORATION; AND (III) TO REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE. |
| FORM 990, PART VI, LINE 7B - DECISIONS OF GOVERNING BODY | APPROVAL BY MEMBERS OR SHAREHOLDERS FUNDAMENTAL CHANGES ARE SUBJECT TO THE APPROVAL OF THE MEMBER (WESTERN CONNECTICUT HEALTH NETWORK, INC.), AND THE BOARD OF DIRECTORS, BY THE AFFIRMATIVE VOTE OF NO LESS THAN TWO-THIRDS OF ALL DIRECTORS PRESENT REQUIRED TO: (A) AMEND CERTIFICATE OF INCORPORATION, (B) TRANSFER SUBSTANTIALLY ALL THE CORPORATIONS ASSETS TO, OR MERGE THE CORPORATION, (C) SELL OR MORTGAGE SUBSTANTIALLY ALL THE CORPORATIONS ASSETS, OR (D) DISSOLVE THE CORPORATION. |
| FORM 990, PART VI, LINE 11B - FORM 990 REVIEW PROCESS | STEVEN ROSENBERG, SVP/CFO OF WESTERN CONNECTICUT HEALTH NETWORK, INC., ALONG WITH FINANCE AND ACCOUNTING MANAGEMENT, WILL REVIEW FORM 990 PRIOR TO IT BEING SENT TO THE IRS. A PRELIMINARY FORM 990, IS PRESENTED TO THE AUDIT COMMITTEE IN JULY, WHO REVIEWS IT ON BEHALF OF THE BOARD. E&Y IS ON HAND TO REVIEW THE FORM 990 WITH THE AUDIT COMMITTEE AND ANSWER ANY QUESTIONS. PRIOR TO THE FORM 990 BEING FILED WITH THE IRS, THE BOARD WILL RECEIVE A FULL AND ACCURATE COPY ON A SECURED WEBSITE FOR THEIR REVIEW. |
| FORM 990, PART VI, LINE 12C - EXPLANATION OF MONITORING | AND ENFORCEMENT OF CONFLICTS THE ORGANIZATION'S PROCESS FOR MONITORING AND ENFORCING CONFLICTS OF INTEREST PURPOSE AND SCOPE: INDIVIDUAL MEMBERS OF THE BOARD OF DIRECTORS ("BOARD") OF NUVANCE HEALTH ("NUVANCE HEALTH") AND ITS DULY AUTHORIZED COMMITTEES ("COMMITTEES") MUST PERFORM THEIR RESPONSIBILITIES CONSISTENT WITH FIDUCIARY OBLIGATIONS TO NUVANCE HEALTH AND IN A MANNER THAT SUPPORTS THE CHARITABLE PURPOSES OF NUVANCE HEALTH. THIS CONFLICT OF INTEREST POLICY (THE "POLICY") ESTABLISHES BOARD STANDARDS OF CONDUCT THAT REFLECT AND SUPPLEMENT THE STANDARDS ESTABLISHED BY FEDERAL OR STATE LAW OR OTHER POLICIES OF THE BOARD. THIS POLICY COVERS EACH MEMBER OF THE NUVANCE HEALTH BOARD OF DIRECTORS, NON-EMPLOYED NUVANCE HEALTH OFFICERS (IF ANY), AND NON-EMPLOYED COMMITTEE MEMBERS (FOR CONVENIENCE, ALL REFERRED TO HEREIN AS "DIRECTORS"). THIS POLICY ALSO COVERS ANY CANDIDATE FOR A DIRECTOR POSITION. GENERAL STATEMENTS REGARDING DIRECTOR CONDUCT AND CONFLICT OF INTEREST: EACH DIRECTOR MUST ACT WITH HONESTY, FAIRNESS AND INTEGRITY IN ALL ASPECTS OF HIS OR HER CONDUCT AS A MEMBER OF THE BOARD OR ITS COMMITTEES. THIS REQUIRES, IN PART, THAT THE DIRECTOR ALWAYS EXERCISE HIS OR HER IMPARTIAL, INDEPENDENT JUDGMENT ON BEHALF OF NUVANCE HEALTH IN A MANNER THE DIRECTOR REASONABLY BELIEVES TO BE IN THE BEST INTERESTS OF NUVANCE HEALTH. EACH DIRECTOR ALSO HAS AN OBLIGATION TO ASSIST NUVANCE HEALTH TO OPERATE EXCLUSIVELY FOR CHARITABLE PURPOSES IN RECOGNITION OF ITS NON-PROFIT AND TAX-EXEMPT STATUS. IF A DIRECTOR ACTS IN PURSUIT OF A SELF- INTEREST, OR FOR BENEFIT OF ANY PARTY OTHER THAN NUVANCE HEALTH, OR OTHERWISE INTENTIONALLY ALLOWS THE ASSETS OF NUVANCE HEALTH TO BE USED FOR PRIVATE RATHER THAN PUBLIC INTEREST, THE DIRECTOR ACTS INCONSISTENT WITH HIS OR HER FIDUCIARY OBLIGATION TO NUVANCE HEALTH AND ITS OBLIGATION TO OPERATE EXCLUSIVELY FOR CHARITABLE PURPOSES. THIS POLICY ASSISTS NUVANCE HEALTH AND ITS DIRECTORS TO COMPLY WITH ACCEPTABLE STANDARDS OF CONDUCT. THE POLICY DESCRIBES POTENTIAL CONFLICTS OF INTEREST AND DUALITIES OF INTEREST, PROVIDES OPPORTUNITIES FOR DIRECTORS TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST AND DUALITIES OF INTEREST, AND ESTABLISHES A FRAMEWORK FOR EVALUATING AND MANAGING POTENTIAL CONFLICTS OF INTEREST AND DUALITIES OF INTEREST THAT MAY, UNDER CERTAIN CIRCUMSTANCES, BE ACTUAL CONFLICTS OF INTEREST. NUVANCE HEALTH EMBRACES THE VIEW THAT IT MAY BE ADVERSE TO ITS INTERESTS TO REQUIRE THAT ALL DIRECTORS BE FREE FROM ALL POTENTIAL AND ACTUAL CONFLICTS OF INTEREST OR DUALITIES OF INTEREST TO SERVE NUVANCE HEALTH. NUVANCE HEALTH IS BEST GOVERNED BY CIVIC AND BUSINESS LEADERS WHO, BY VIRTUE OF THEIR BREADTH OF RESPONSIBILITIES AND RELATIONSHIPS OUTSIDE OF NUVANCE HEALTH, MAY FROM TIME TO TIME IDENTIFY MATTERS TO BE DISCLOSED AND EVALUATED UNDER THIS POLICY. SIMILARLY, NUVANCE HEALTH INTENDS TO INCLUDE ON THE BOARD MEMBERS OF MANAGEMENT AS WELL AS MEMBERS OF THE AFFILIATED MEDICAL STAFFS TO OBTAIN CRITICALLY VALUABLE VIEWPOINTS ON THE OPERATIONS, QUALITY AND SAFETY OF THE HOSPITALS AND OTHER HEALTHCARE FACILITIES OPERATED BY NUVANCE HEALTH. IF A BOARD MEMBERS POTENTIAL OR ACTUAL CONFLICT OF INTEREST OR DUALITY OF INTEREST MAY BE SUCCESSFULLY NAVIGATED THROUGH DISCLOSURE, EVALUATION, AND MANAGEMENT UNDER THIS POLICY, NUVANCE HEALTH DESIRES AND INVITES THE CONTINUED PARTICIPATION OF SUCH MEMBERS ON ITS BOARD. DUTY TO DISCLOSE: DIRECTORS HAVE AN ONGOING AND CONTINUAL OBLIGATION TO DISCLOSE PROMPTLY TO NUVANCE HEALTH POTENTIAL CONFLICTS OF INTEREST. THIS DISCLOSURE MAY BE ACCOMPLISHED THROUGH ONE OR MORE OF THE FOLLOWING: - MEETING DISCLOSURE. PRIOR TO THE START OF ANY BOARD OR COMMITTEE MEETING, EACH DIRECTOR MUST DISCLOSE TO THE BOARD OR COMMITTEE THE EXISTENCE OF ANY POTENTIAL CONFLICT OF INTEREST RELATING TO ANY IMPENDING ACTION BEFORE THE BOARD OR COMMITTEE AND ALL RELEVANT AND RELATED MATERIAL FACTS. - AD HOC DISCLOSURE. IF A DIRECTOR BECOMES AWARE OF A POTENTIAL CONFLICT OF INTEREST BETWEEN MEETINGS OF THE BOARD OR COMMITTEE, THE DIRECTOR MUST DISCLOSE SUCH INFORMATION TO THE CHAIRPERSON OF THE BOARD, NUVANCE HEALTH GENERAL COUNSEL, OR THE NUVANCE HEALTH CHIEF EXECUTIVE OFFICER ("CEO"). GENERAL COUNSEL OR THE CEO WILL, IN TURN, NOTIFY APPROPRIATE BOARD OR COMMITTEE MEMBERS. - REQUIRED PERIODIC DISCLOSURES. EACH DIRECTOR MUST EVALUATE HIS OR HER INTERESTS ON AT LEAST AN ANNUAL BASIS AND COMPLETE, TO THE BEST OF HIS OR HER ABILITY, AN ANNUAL POTENTIAL CONFLICT OF INTEREST DISCLOSURE FORM. IN ADDITION, EACH CANDIDATE FOR A DIRECTOR POSITION MUST COMPLETE THE ANNUAL POTENTIAL CONFLICT OF INTEREST DISCLOSURE FORM AS PART OF THE DIRECTOR QUALIFICATION ASSESSMENT. THE FACT THAT A DIRECTOR MADE A DISCLOSURE UNDER ONE OF THE METHODS DESCRIBED ABOVE MAY NOT BE SUFFICIENT TO SATISFY A DIRECTORS DISCLOSURE OBLIGATION IF, AT THE TIME OF SPECIFIC BOARD ACTION, IT IS CLEAR TO THE DIRECTOR THAT THE BOARD IS EITHER UNAWARE OF THE DISCLOSURE OR HAS NOT COMPLETED A REVIEW OF THE DISCLOSURE. IN SUCH CASES, THE DIRECTOR MUST MAKE AN ADDITIONAL DISCLOSURE PRIOR TO ANY RELATED BOARD ACTION AT THE MEETING. BOARD AND COMMITTEE EVALUATION OF DISCLOSED POTENTIAL CONFLICTS OF INTEREST: AFTER A DIRECTOR DISCLOSES TO THE BOARD OR COMMITTEE A POTENTIAL CONFLICT OF INTEREST AND ALL RELATED MATERIALS FACTS, THE BOARD OR COMMITTEE MUST PROCEED TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED DIRECTOR IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL RELEVANT FACTS BUT SHALL LEAVE THE BOARD OR COMMITTEE MEETING DURING THE DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IN DETERMINING WHETHER AN ACTUAL CONFLICT OR A DUALITY OF INTEREST EXISTS, THE BOARD MUST REVIEW APPLICABLE STANDARDS, INCLUDING WHETHER A REASONABLE PERSON MAY CONCLUDE FROM THE DISCLOSED INFORMATION THAT THE DIRECTORS ACTIONS ON BEHALF OF NUVANCE HEALTH ARE NOT IMPARTIAL AND INDEPENDENT, AND/OR THAT A REASONABLE PERSON MAY CONCLUDE THAT THE DIRECTOR MAY BE ACTING IN HIS OR HER SELF-INTEREST AND/OR IN THE INTEREST OF A PARTY (INCLUDING ANOTHER DIRECTOR) OTHER THAN NUVANCE HEALTH. THIS ANALYSIS MAY BE PERFORMED WITH RESPECT TO A CURRENT PROPOSED ACTION BEFORE THE BOARD OR ACTIONS THE BOARD MAY CONSIDER AT FUTURE MEETINGS. - NO ACTUAL CONFLICT. IF THE BOARD OR COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST DOES NOT EXIST, THE BOARD OR COMMITTEE (INCLUDING THE DISCLOSING DIRECTOR) MUST PROCEED TO CONSIDER WHETHER ANY RELEVANT ACTION BEFORE THE BOARD IS IN THE BEST INTEREST OF NUVANCE HEALTH. - DUALITY OF INTEREST. IF THE BOARD OR COMMITTEE DETERMINES THAT A DUALITY OF INTEREST EXISTS, THE BOARD OR COMMITTEE (INCLUDING THE DISCLOSING DIRECTOR) MUST PROCEED TO CONSIDER WHETHER ANY RELEVANT ACTION BEFORE THE BOARD IS IN THE BEST INTEREST OF NUVANCE HEALTH. THE BOARD OR COMMITTEE MAY ALSO DEFINE PARAMETERS FOR MANAGING THE DUALITY OF INTEREST SO AS NOT TO BECOME, OR BE PERCEIVED AS, AN ACTUAL CONFLICT. - ACTUAL CONFLICT. IF THE BOARD DETERMINES THAT AN ACTUAL CONFLICT OF INTEREST EXISTS, THE FOLLOWING PROCEDURE APPLIES FOR ANY MATTERS BEFORE THE BOARD REQUIRING ACTION THAT RELATE TO THE CONFLICT: - THE INTERESTED DIRECTOR MUST NOT BE PRESENT DURING THE PORTION OF ANY BOARD OR COMMITTEE MEETING DURING DISCUSSION OF THE APPLICABLE TRANSACTION OR ARRANGEMENT GIVING RISE TO THE CONFLICT IS DISCUSSED OR VOTED ON, UNLESS THE BOARD OR COMMITTEE INVITES THE DIRECTOR TO PROVIDE INFORMATION RELATING TO THE PROPOSED ARRANGEMENT OR TRANSACTION. - THE CHAIR OF THE BOARD OR COMMITTEE MAY, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALL ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. - AFTER EXERCISING APPROPRIATE DILIGENCE (INCLUDING EVALUATING THE ALTERNATIVES RAISED BY THE DISINTERESTED PERSON OR COMMITTEE DESCRIBED ABOVE), THE BOARD OR COMMITTEE (EXCLUDING THE DIRECTOR WITH THE CONFLICT OF INTEREST) MUST DETERMINE THE PROBABILITY AND ADVANTAGE OF A TRANSACTION OR ARRANGEMENT WITHOUT A CONFLICT OF INTEREST. - IF AN ALTERNATIVE TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE, THE BOARD OR COMMITTEE MUST DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BEST INTEREST OF NUVANCE HEALTH AND FOR ITS OWN BENEFIT. - EXCEPT AS OTHERWISE PROVIDED, THE DIRECTOR WITH THE CONFLICT OF INTEREST SHALL BE PRECLUDED FROM PARTICIPATING IN ANY ISSUE PRESENTED TO THE BOARD OR COMMITTEE INVOLVING THE TRANSACTION OR ARRANGEMENT. - IN CIRCUMSTANCES WHERE A DIRECTOR HAS A SIGNIFICANT, ONGOING AND IRRECONCILABLE CONFLICT OF INTEREST AND WHERE SUCH PERSONAL OR OUTSIDE INTEREST, RELATIONSHIP OR RESPONSIBILITY SIGNIFICANTLY IMPEDES THE DIRECTORS ABILITY TO CARRY OUT HIS/HER FIDUCIARY RESPONSIBILITY TO NUVANCE HEALTH, RESIGNATION FROM THE BOARD OR THE CONFLICTING INTEREST MAY BE APPROPRIATE OR REQUIRED. |
| RECORD OF PROCEEDINGS: | THE MINUTES OF THE BOARD AND COMMITTEES THAT CONSIDER ANY CONFLICT OF INTEREST MATTER RAISED BY OR REGARDING ANY DIRECTOR SHALL INCLUDE: - THE NAMES OF THE DIRECTOR(S) ASSOCIATED WITH POTENTIAL CONFLICT OF INTEREST; THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST; WHETHER THE BOARD DETERMINED THAT THERE WAS AN ACTUAL CONFLICT OF INTEREST; THE CONSIDERATIONS UPON WHICH THE BOARD BASED ITS DECISION; AND HOW EACH DIRECTOR VOTED ON THE MATTER; AND - THE NAMES OF ALL PERSONS PRESENT FOR DISCUSSION OR VOTES RELATING TO THE UNDERLYING PROPOSED ACTION AND THE GENERAL CONTENT OF THE DISCUSSIONS. FORM 990, PART VI, LINE 15B - COMPENSATION REVIEW & APPROVAL PROCESS - OFFICERS & KEY EMPLOYEES COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: NUVANCE HEALTHS EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANYS STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE "STRETCH" GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY-SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +30% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY-SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTHS OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTHS TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 75TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTHS COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATIONS STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL, AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. |
| FORM 990, PART VI, LINE 19 - OTHER ORGANIZATION DOCUMENTS | PUBLICLY AVAILABLE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART VII - COMPENSATION EXPLANATION | DENNIS MEIGHAN, DO (TO 12/31) DENNIS MEIGHAN, DO WAS A DIRECTOR UNTIL DECEMBER 31, 2018. KEITH ZUCCALA, MD (TO 12/31 ) KEITH ZUCCALA, MD WAS A DIRECTOR UNTIL DECEMBER 31, 2018. RICHARD GEMMING (TO 10/01) RICHARD GEMMING WAS THE EXECUTIVE DIRECTOR UNTIL OCTOBER 1, 2018. ANTHEA DISNEY (TO 12/31) ANTHEA DISNEY WAS A DIRECTOR UNTIL DECEMBER 31, 2018. JOHN M. MURPHY, MD (TO 12/31) JOHN M. MURPHY, MD WAS A DIRECTOR UNTIL DECEMBER 31, 2018. SPENCER HOULDIN (TO 12/31) SPENCER HOULDIN WAS A DIRECTOR UNTIL DECEMBER 31, 2018. |
| FORM 990, PART XI, LINE 9 | OTHER CHANGES IN NET ASSETS OR FUND BALANCES TRANSFER FROM WESTERN CONNECTICUT HEALTH NETWORK, INC. ....$442,000. --------------- TOTAL $442,000. |
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