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.") . | ||||||
| 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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) |
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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 | ||
|
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. | ||
|
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 |
|
|---|---|---|---|---|
|
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 |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 18007697 |
| Software Version: | 2018v3.1 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 4 Significant changes to organizational documents | During its tax year ended June 30, 2019, UMMS implemented comprehensive governance changes addressing significant, widely publicized governance failures involving transactions between UMMS and nine of its 30 board members. A number of these changes were statutory, resulting from oversight and legislation enacted by the Maryland State Legislature in April 2019. Unlike other nonprofit hospital systems, UMMS' governance is largely dictated and overseen by the Maryland State Legislature. Prior to 1984, UMMS was an integral part of the University of Maryland, a state university. In 1984, the Maryland Legislature converted the University of Maryland Hospital into the University of Maryland Medical System, a private nonprofit corporation recognized as a section 501(c)(3) tax exempt hospital. A primary objective of the conversion was to prompt creation of a single, integrated hospital system serving the entire State of Maryland. UMMS was also formed because the legislature sought to "separate the operations, revenues and obligations of the medical system from the State," because it "ha[d] proven unnecessarily costly and administratively cumbersome for the University [of Maryland] to finance, manage, and carry out the patient care activities of an academic institution within the existing framework of a State agency...." Md.Code (1978, 2008 Repl.Vol.), § 13-302(5), (6) of the Education Article ("Educ."). While the 1984 legislation created a separate, private entity, the State maintained substantial control of UMMS' governance and operations, including, for example, by (i) requiring that UMMS' articles of incorporation and initial asset transfer be approved by Maryland's Board of Public Works; (ii) vesting appointment of Board members in the Governor; and (iii) requiring that the Chancellor of the University System of Maryland and other University officials serve as ex officio members of the UMMS Board. See 98 Opinions of the Attorney General 114, at 117-20 (November 21, 2013) (identifying examples and stating, "Although it established UMMS as an ostensibly private corporation, the General Assembly ensured that the State would continue to play a prominent role in the System's governance"). In addition to statutory changes, other governance changes were the result of two independent reviews commissioned by the UMMS Board. The Nygren Report, completed and released to the public in June 2019, identified transactions between UMMS and nine of UMMS' 30 Board members that were not presented to, reviewed by, and/or approved by the UMMS Board or an appropriate UMMS Board committee as required by UMMS' bylaws, policies and procedures. See https://www.umms.org/-/media/files/umms/about-us/leadership/board-updates/nygren-report.pdf?upd=20190621155341&la=en&hash=A6C8E300FF486C78F751A9F6EB1FF22639AF1824. A second report commissioned by the Special Committee of the newly constituted UMMS Board was a comprehensive governance review that was completed and released to the public in December 2019, and recommended significant governance, management and operational reforms (the "Special Committee Report"). See https://cdn.s3-media.wbal.com/Media/2019/12/13/f92dad8e-9486-4119-b64b-1f079a56475d/original.pdf. On a parallel track, beginning in August 2019 the UMMS Board retained McDermott, Will & Emery to advise on modifications and enhancements to UMMS governance policies and procedures, based on a review of UMMS' then existing policies and procedures and transactions identified in the Nygren Report. The recommendations, amplified by and aligned with the Special Committee Report recommendations, have been adopted and are being implemented by the UMMS Board and management. Below is a summary of governance changes mandated unanimously by the Maryland State Legislature and signed into law by the Governor in April 2019, as well as governance changes implemented by the UMMS Board in response to the Nygren and Special Committee Reports and McDermott review. Statutory Governance Changes: * UMMS was required to adopt a new conflict of interest policy (described herein on Schedule O) including certain statutorily mandated provisions such as standards on recusal from voting and conflicts disclosures. Educ. § 13-303(n). The new statute mandated that, on or before May 31, 2019 (and each time a change is made to the policy), the new conflict of interest policy be adopted and provided to the Governor, the President of the Maryland Senate and Speaker of the Maryland House. * The UMMS Board was reconstituted to consist of not less than 22 and not more than 25 voting members and six non-voting ex officio members. Educ. § 13-304(b)(1). * All UMMS Board members were required to be replaced by January 1, 2020 with new members appointed or reappointed by the Governor with the advice and consent of the Maryland Senate. Sections 5(a) and (b) of Chapter 19 (House Bill 1428) of the Acts of 2019. * UMMS Board members are prohibited from being State or local elected officials and three voting members must include the Governor's designee, an appointment by the President of the Maryland Senate and an appointment by the Speaker of Maryland's House of Delegates. Educ. § 13-304(c). |
| Form 990, Part VI, Line 5 Diversion of organization assets | An UMMS board of directors member (the "director") served on the UMMS board of directors from 2002 until her resignation in March 2019. Between November 2011 and 2018, while the director was on the board of UMMS, UMMS entered into contractual agreements with her and her wholly owned entity to purchase a total of 100,000 copies of children's books written by the director. The books were purchased by UMMS on the understanding that they would be delivered to the Baltimore City Public School System and made available to children in Baltimore City Public Schools. Five $100,000 payments (each for 20,000 books) were made in each of 2011, 2012, 2015, 2016 and 2018, for an aggregate amount of $500,000. In March 2019, UMMS became aware that the director was under investigation by law enforcement authorities. In March 2019, the director returned $100,000 of the payments made by UMMS. In November 2019, the director entered into a plea agreement with the government and pleaded guilty to (1) conspiracy to commit wire fraud, (2) conspiracy to defraud the United States, and (3) two counts of tax evasion. As necessary for the count on the conspiracy to commit wire fraud, the director acknowledged in the Stipulation of Facts that accompanied the plea agreement that she did not deliver all copies of books intended for Baltimore City Public Schools, but instead kept thousands of copies for her later personal use; that she resold copies of books intended for Baltimore City Public Schools; and that, in years 2016 and 2018, she did not deliver any copies of books for which UMMS had paid. The director stipulated that she defrauded UMMS of the $500,000 paid for books that were not delivered as agreed. As part of the sentencing process following the plea agreement, UMMS was awarded a $400,000 judgment of restitution by court order reflecting UMMS' full outstanding claim against the director. UMMS will take all necessary and appropriate steps to enforce the judgment. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | The University of Maryland Medical System ("UMMS") prepares the IRS Form 990 for UMMS and its affiliates. Information needed to complete the return is gathered by accounting personnel in the Finance Shared Services department under the supervision of the UMMS tax director. Draft returns are prepared using IRS-approved tax software. Once a draft return is prepared, it undergoes multiple levels of review both internally by UMMS tax & finance personnel, and externally by Ernst & Young LLP. Following any necessary changes to the return, a final draft is reviewed by each affiliate's vice president of finance and/or CFO. Prior to filing the IRS Form 990, the organization's board chairman, treasurer, governance committee chairman, finance committee chairman or other member of the board with similar authority will review the IRS Form 990. All board members are provided with a copy of the final IRS Form 990 before filing. |
| Form 990, Part VI, Line 12c Conflict of interest policy | The organization requires that all Covered Persons disclose conflicts of interest or potential conflicts of interest between their personal interests and the interests of the organization, or any entity controlled by or owned in substantial part by the organization. Covered Persons means any member of the organization's Board of Directors, a member of a committee of the Board, an officer, or an employee of organization (including subsidiaries) at the VP level or above. The Governance Committee of the Board is responsible for administering and enforcing the Conflicts of Interest Policy (Policy). The Chair of the Governance Committee, having reviewed any and all conflicts with the Committee, shall report annually to the full Board on the administration, infractions, and enforcement of the Policy and shall report at the earliest opportunity all matters of concern to the full Board in executive session while interested parties are recused. The organization's Compliance Officer is the responsible administrative authority to assist the Board in administering and enforcing the Conflicts of Interest Policy and bringing concerns to the Governance Committee. A questionnaire which discloses potential conflicts of interest is distributed annually to Covered Persons. The Chief Compliance Officer of the University of Maryland Medical System Corporation (UMMS) distributes and collects the responses for UMMS and other affiliates. The Chief Compliance Officer reviews all disclosure statements for compliance with the Conflict of Interest Policy and any/all related UMMS policies to identify all actual or potential conflicts of interest. The Chief Compliance Officer prepares and submits to the Governance Committee annual and updated (where applicable) reports summarizing all relevant information contained in the disclosure statements. With respect to the other entities in the University of Maryland Medical System, the Chief Compliance Officer may be called for consult. If the Governance Committee determines that a Conflict of Interest exists, the Governance Committee shall notify the Covered Person, the UMMS Chief Executive Officer, and the UMMS Board Chair and further will notify the full Board at its next meeting. Furthermore, in the event the Governance Committee determines that an actual or perceived Conflict of Interest exists, the Committee shall decide how to address the Conflict of Interest. If the Governance Committee determines that a Conflict of Interest exists but that UMMS may enter into the subject transaction or arrangement, the interested Covered Person shall be recused from all deliberations and decisions concerning said transaction or arrangement, any arrangements with that entity, and compensation or benefits for officers, directors, and trustees. Furthermore, the Chair of the Board and the Chairs of the Governance Committee and the Audit and Compliance Committee shall not have any Business Transactions with UMMS, nor shall their Family Members. If the Governance Committee determines that a Covered Person has used their position to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of UMMS, the Governance Committee shall recommend to the Executive Committee appropriate corrective action to be taken. All invitations for bids, proposals or solicitations for offers include the following provision: Any vendor, supplier or contractor must disclose any actual or potential transaction with any organization officer, director, employee or member of the medical staff, including family members within five days of the transaction. Failure to comply with this provision is a material breach of agreement. In addition, a board disclosure report is filed with the Maryland Health Services Cost Review Commission on an annual basis showing any business transactions totaling in excess of $10,000 between the board members and/or their related entities and the organization. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | The organization determines the executive compensation paid to its executives in the following manner prescribed in the IRS regulations: Executive compensation packages are determined by a committee of the board that is composed entirely of board members who have no conflict of interest. The committee acquires credible comparability market data concerning the compensation packages of similarly situated executives. The committee carefully reviews that data, the executive's performance and the proposed compensation packages during the decision making process. The committee memorializes its deliberations in detailed minutes reviewed and adopted at the next-following meeting. The committee seeks an opinion of counsel that it has met the requirements of the IRS intermediate sanctions regulations. This process is used to determine the compensation packages for all management employees from the Vice President level and up. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | The organization determines the executive compensation paid to its executives in the following manner prescribed in the IRS regulations: Executive compensation packages are determined by a committee of the board that is composed entirely of board members who have no conflict of interest. The committee acquires credible comparability market data concerning the compensation packages of similarly situated executives. The committee carefully reviews that data, the executive's performance and the proposed compensation packages during the decision making process. The committee memorializes its deliberations in detailed minutes reviewed and adopted at the next-following meeting. The committee seeks an opinion of counsel that it has met the requirements of the IRS intermediate sanctions regulations. This process is used to determine the compensation packages for all management employees from the Vice President level and up. |
| Form 990, Part VI, Line 19 Required documents available to the public | THE ORGANIZATION'S GOVERNING DOCUMENTS ARE MADE PUBLICLY AVAILABLE THROUGH THE STATE OF MARYLAND VIA THE SECRETARY OF STATE'S OFFICE. THE CONFLICT OF INTEREST POLICY IS GENERALLY AVAILABLE ON THE ORGANIZATION'S OR AFFILIATE'S WEBSITE. FINANCIAL STATEMENTS ARE MADE PUBLICLY AVAILABLE ON A QUARTERLY BASIS THROUGH FILINGS ON THE ELECTRONIC MUNICIPAL MARKET ACCESS ("EMMA") SYSTEM. |
| Form 990, Part VII, Section A HOURS ON RELATED ENTITIES | UMMS IS A MULTI-ENTITY HEALTH CARE SYSTEM THAT INCLUDES 13 ACUTE CARE HOSPITALS, 1 ACUTE CARE HOSPITAL OWNED IN A JOINT VENTURE ARRANGEMENT AND VARIOUS SUPPORTING ENTITIES. A NUMBER OF INDIVIDUALS PROVIDE SERVICES TO VARIOUS ENTITIES WITHIN THE SYSTEM. IN GENERAL, THE OFFICERS AND KEY EMPLOYEES OF UMMS AVERAGE IN EXCESS OF 40 HOURS PER WEEK SERVING THE DIFFERENT ENTITIES THAT COMPRISE UMMS. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | MEDICAL RECORDS - Total Revenue: 573173, Related or Exempt Function Revenue: 573173, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; OTHER - Total Revenue: 1636678, Related or Exempt Function Revenue: 1636678, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; RESIDENT REIMBURSEMENT - Total Revenue: 370239, Related or Exempt Function Revenue: 370239, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | IT ENTERPRISE - 24861178; STRATEGIC PRIORITIES - 3999996; CHANGE IN ECON INT FOUNDATION - 13042686; INVESTMENT IN MWPH - 1110091; EQUITY TRANSFER - -45529619; CORP DEPRECIATION ALLOCATION - -9518378; UCHS CAPITAL CONTRIBUTION ESCROW - -15000000; SWAP VALUATION AND EXPENSE - -52830825; ELIMINATION ADJUSTMENT - 5576813; |
| Form 990, Part VI, Line 4 Significant changes to organizing documents (continued) | * A prior requirement that two voting Board members also be members of the General Assembly was repealed. Section 1 of Chapter 19 (House Bill 1428) of the Acts of 2019. * UMMS was required to retain a certified public accounting firm through a competitive bid process to conduct a performance audit of administrative and financial offices at UMMS. Any certified public accounting firm doing business with UMMS was prohibited from submitting a bid. The certified public accounting firm retained by UMMS was required to consult with the General Assembly's Joint Audit Committee and Office of Legislative Audits on the scope and objectives of the performance audit. UMMS was required to submit a certified copy of the performance audit to the Governor, the President of the Senate and the Speaker of the House by December 31, 2019, and is required to do so again in 2022. Section 2 of Chapter 19 (House Bill 1428) of the Acts of 2019. * UMMS must undergo a forensic audit by the Maryland Office of Legislative Audits covering the period January 1, 2016 through April 18, 2019, and the audit findings must be provided to the Governor, President of the Senate and Speaker of the House. Section 3 of Chapter 19 (House Bill 1428) of the Acts of 2019. * UMMS Board members must annually submit a statement of financial interest (including disclosing conflicts of interest) to the State Health Services Cost Review Commission ("HSCRC"), an independent state agency governed by seven commissioners appointed by the Governor and tasked with establishing hospital rates, for public disclosure on HSCRC's website. Educ. § 13-304(l). The General Assembly required also that UMMS' Board of Directors and compliance officer review each disclosure statement for compliance with UMMS' conflict of interest policy and that the HSCRC provide a summary of the annual statements to the Governor, President of the Senate and Speaker of the House. Id. * The UMMS Board must "develop a policy governing contracts with and payments to a member of the Board of Directors or members of the board of directors of hospitals affiliated with the Medical System Corporation by" UMMS or its affiliated hospitals and annually submit (by December 1) a report to the Governor and specific General Assembly leaders and committees involving the policy and how the Board has maintained compliance with the policy at UMMS' affiliated hospitals and the boards of its affiliated hospitals. Educ. § 13-304(o). * During calendar year 2019 UMMS' Board must conduct an internal review of Board policies and procedures and report findings and recommendations to state government officials by December 31, 2019. The Office of Legislative Audits must review and comment on the report. Section 4 of Chapter 19 (House Bill 1428) of the Acts of 2019. UMMS Board Changes Based on Reports and Assessments: * UMMS' Board unanimously adopted a new conflict of interest policy, which was provided to the Governor on May 31, 2019. * UMMS adopted a Board member Code of Conduct. * UMMS has adopted a new "governance handbook" that is, along with regular training, aimed at educating Board members on their roles and responsibilities and strong governance, among other things. * UMMS has adopted new policies or amended existing policies to strengthen its internal controls around procurement, expenditures, and travel and expense reimbursement. * UMMS also has revised its policies on reporting of potential compliance issues and compliance oversight so as to, together with the other improvements described above, eliminate both the appearance and occurrence of interested party transactions that pose conflicts of interest without appropriate approvals and to prevent the occurrence of transactions that are prohibited under U.S. federal tax rules applicable to UMMS. In the wake of press reporting regarding conflicts of interest with certain UMMS' Board members in March 2019, several UMMS Board members, the President and CEO (Robert Chrencik), General Counsel (Megan Arthur), Chief Compliance Officer (Christine Bachrach), Chief Administrative Officer (Jerry Wollman), and Chief Performance Improvement Officer (Keith Persinger), resigned. By the end of calendar year 2019, UMMS' 25-person Board was comprised of five members who had previously served, had not engaged in transactions with UMMS and were not named in the Nygren Report, and were re-appointed by the Governor; and 20 new members appointed by the Governor who had not previously served on the UMMS Board. UMMS appointed a new CEO, Dr. Mohan Suntha, effective December 1, 2019. In March 2020, the Maryland General Assembly's Office of Legislative Audits ("OLA") released findings from a Special Review of UMMS mandated by the April 2019 legislation (see https://www.ola.state.md.us/). The legislation required that the OLA identify all members of the UMMS Board of Directors over the period January 1, 2016 to April 18, 2019, review all transactions with those individuals and their associated businesses, and recommend any necessary improvements to the procurement and disbursement processes. The OLA Report states that "[t]he listing of Board members and associated businesses . . . is intended to provide a comprehensive summary of the payments identified by our review, and not to establish that the Board members were aware of, involved in, or benefitted from the payments, nor that the transactions were improper." The OLA Report concludes that if UMMS successfully implements the recommendations contained in the Special Committee Report and University of Maryland Medical System Financial Management Practices Audit Report, "further recommendations regarding UMMS' procurement and contracting processes, additional business relationships, and other related parties should not be necessary." UMMS has carefully reviewed each interested party transaction identified in the Nygren, Special Committee and OLA Reports to determine whether they constitute excess benefit transactions under section 4958. While many of those transactions were undertaken pursuant to deficient governance and control processes (which have since been addressed, as described above), the section 4958 inquiry looks to whether the transaction was, in fact, at fair market value, or whether an excessive economic benefit was conveyed to the interested party. Of the 18 Board members that OLA identified as having a "direct financial relationship" with an entity that received payments from UMMS, 11 were previously identified in the Nygren and/or Special Committee Reports. The additional 7 individuals were included in OLA's scope because OLA defined "associated business" broadly to include "any entity, regardless of whether it operated as for-profit or not-for-profit, with which the Board members or their immediate family member (spouses and adult children) (a) held an ownership interest (excluding non-controlling interests in publicly traded stock), (b) was employed, (c) received income, or (d) served as a member of the entity's board of directors or equivalent governing body." That definition includes serving as a Board member of a charity that received a donation from UMMS and holding an investment in a public company. Based on its review of each identified transaction, UMMS concluded that none of the transactions with these 7 directors involved actual or potential excess benefits to the UMMS director in question. Of the 11 directors originally identified in the Nygren and/or Special Committee Reports, one director defrauded UMMS in what constitutes not only an excess benefit transaction, but also a significant diversion of assets. That transaction is reported in Part IV, lines 25 (a) and (b) and corresponding Schedule L; Part VI, Sec. A, line 5, and this Schedule O; and Form 4720. Of the remaining 10 directors, the transactions with respect to which 8 directors were identified, were with associated businesses entered into and conducted in the ordinary course of business, which UMMS has concluded did not convey an excess benefit. The transactions with the remaining 2 directors, each of which is described in detail in the Nygren, Special Committee and OLA Reports, involved personal services performed directly by the director in question. These transactions did not follow appropriate governance procedures including adequate contemporaneous documentation. Nonetheless, after extensive review of these transactions, UMMS has made the judgment that substantial evidence supports the conclusion that none of these two directors' arrangements conveyed an excess benefit. UMMS has determined that in each case, the compensation paid would be reasonable, based on substantial evidence as to the work performed. |
| Software ID: | 18007697 |
| Software Version: | 2018v3.1 |