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 |
||
| 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 |
|---|
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| JOINT VENTURE POLICY FORM 990, PART VI, SECTION B, LINE 16B | WHILE A WRITTEN POLICY HAS NOT BEEN ADOPTED REGARDING THE EVALUATION OF PARTICIPATION IN JOINT VENTURES, MANAGEMENT FOLLOWS A PROCEDURE IN WHICH ALL POSSIBLE JOINT VENTURE ARRANGEMENTS ARE EVALUATED UNDER APPLICABLE FEDERAL TAX LAWS. MANAGEMENT UTILIZED THE SERVICES OF APPROPRIATE CONSULTANTS AND LEGAL COUNSEL TO EVALUATE EACH JOINT VENTURE OPPORTUNITY. THIS EVALUATION ALSO INCLUDES AN ANALYSIS OF HOW THE JOINT VENTURE WILL FURTHER THE HOSPITAL'S MISSION. THE HOSPITAL HAS TAKEN ALL APPROPRIATE STEPS TO SAFEGUARD ITS TAX EXEMPT STATUS WITH RESPECTS TO ALL JOINT VENTURE ARRANGEMENTS. JOINT VENTURE ARRANGEMENTS ARE APPROVED BY THE BOARD OF TRUSTEES. |
| FORM 990, OFFICERS AND TRUSTEES, PART VII | 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", represent benefits, and do not reflect any compensation for which the average amount of time worked can be reflected. |
| FORM 990, PART I, LINE 1 - CONTINUED | BRIEFLY DESCRIBE THE ORGANIZATION'S MISSION OR MOST SIGNIFICANT ACTIVITIES THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. FORM 990, PART III, LINE 4A - PROGRAM SERVICE ACCOMPLISHMENTS MEDICINE SERVICE LINE NORWALK HOSPITAL'S MEDICINE SERVICE LINE CONSISTS OF THE FOLLOWING SERVICES: INPATIENT CASES: GASTROINTESTINAL 1,058 INFECTIOUS DISEASE 1,166 INTERNAL MEDICINE 441 NEUROLOGY MEDICINE 354 RENAL/UROLOGY MEDICINE 502 PULMONARY MEDICINE 720 ALL OTHER INPATIENT 1,590 OUTPATIENT SERVICE LINE CASES: O/P MEDICINE 5,845 O/P MEDICINE COMM. CLINIC 3,795 O/P MEDICAL ONCOLOGY 11,149 O/P PULMONARY MEDICINE 2,846 DIGESTIVE DISEASES: OUR DIGESTIVE DISEASE CENTER IS STAFFED BY RENOWNED FELLOWSHIP-TRAINED GASTROENTEROLOGISTS. WE OFFER LEADING DIAGNOSIS AND TREATMENT OF A WIDE RANGE OF DIGESTIVE DISEASES AND CONDITIONS, WHILE PROVIDING INDIVIDUALIZED TREATMENT FOR EVERY PATIENT. OUR SERVICES INCLUDE: ABLATION THERAPY FOR BARRETT'S ESOPHAGUS, COLON CANCER SCREENING, COLONOSCOPY, CRYOTHERAPY, ENDOSCOPY, ENDOSCOPIC ULTRASOUND AND FINE-NEEDLE ASPIRATION, LACTOSE TOLERANCE TESTING, AND WIRELESS CAPSULE ENDOSCOPY. OUR CLINICIANS SUPPORT OUR FELLOWSHIP IN GASTROENTEROLOGY AND HEPATOLOGY. INFECTIOUS DISEASE: NORWALK HOSPITAL'S INFECTIOUS DISEASE SPECIALISTS TREAT THE FULL RANGE OF INFECTIOUS DISEASES, INCLUDING CONDITIONS CAUSED BY LIVING ORGANISMS (BACTERIA, VIRUSES, FUNGI AND PARASITES), HIV, AND RELATED CONDITIONS, LYME DISEASE, CHRONIC AND WOUND-RELATED INFECTION, AND TRAVEL-RELATED INFECTION. OUR DOCTORS HAVE EXPERTISE IN THE PROPER USE OF ANTIBIOTICS AND OTHER ANTI-INFECTIVE MEDICINES TO TREAT DISEASE AND ALSO COLLABORATE WITH PRIMARY CARE DOCTORS, SPECIALISTS AND SURGEONS TO ENSURE A COMPREHENSIVE, PERSONALIZED TREATMENT PLAN FOR EACH PATIENT. INTERNAL MEDICINE: HAVING A PRIMARY CARE PROVIDER (PCP) IS ONE OF THE MOST IMPORTANT STEPS YOU CAN TAKE WHEN IT COMES TO YOUR HEALTH. WITH A PCP, YOU HAVE A PROVIDER WHO TAKES THE TIME TO GET TO KNOW EVERY ASPECT OF YOUR HEALTHCARE NEEDS AND BUILD A TRUSTING RELATIONSHIP WITH YOU-AND IS FOCUSED ON YOUR OVERALL HEALTH AND WELLNESS. OUR PCPS ARE COMMITTED TO UNDERSTAND ALL YOUR NEEDS WHETHER CLINICAL OR PERSONAL, AND DEVELOP A PERSONALIZED PLAN JUST FOR YOU. THEY ARE COMMITTED TO TREATING YOU LIKE A PERSON, NOT A NUMBER ON A CHART. WHATEVER YOUR MEDICAL NEEDS, NORWALK HOSPITAL PROVIDES EXPERT CARE IN THE WARM, FOCUSED AND PERSONAL MANNER YOU DESERVE. SPECIALISTS IN PRIMARY CARE, OUR FAMILY MEDICINE PHYSICIANS TREAT INFANTS, CHILDREN AND ADULTS OF ALL AGES. SERVICES INCLUDE PREVENTIVE MEDICINE (INCLUDING VACCINES AND IMMUNIZATIONS), DIAGNOSIS AND TREATMENT OF CHRONIC AND ACUTE ILLNESSES AND INJURIES, AND COORDINATION OF SPECIALTY CARE. OUR FAMILY PHYSICIANS ARE TRAINED TO PROVIDE MEDICAL CARE FOR PATIENTS RANGING IN AGE FROM PEDIATRICS THROUGH ADULT AND GERIATRICS. NEUROLOGY AND STROKE: WE OFFER EXPERTISE IN TREATMENT OF NEUROLOGICAL DISORDERS, INCLUDING STROKE, EPILEPSY, PARKINSON'S DISEASE, ALZHEIMER'S DISEASE AND VERTIGO. WE HAVE BEEN REGULARLY RECOGNIZED BY THE CONNECTICUT DEPARTMENT OF PUBLIC HEALTH FOR CONSISTENTLY DEMONSTRATING THE ABILITY TO RAPIDLY DIAGNOSE AND TREAT STROKE. COMMITTED TO REMAINING ON THE FOREFRONT OF RAPID AND EFFECTIVE STROKE CARE, WE CONTINUE TO INCORPORATE THE LATEST EFFECTIVE TREATMENTS. NORWALK HOSPITAL IS A PRIMARY STROKE CENTER AND IS JOINT COMMISSION APPROVED. WE OFFER INTERVENTIONAL ACUTE STROKE THROMBECTOMY AND ARE RECOGNIZED BY THE AMERICAN HEART ASSOCIATION FOR DELIVERING OUTSTANDING STROKE RELATED CARE. UROLOGY: OUR EXPERT UROLOGISTS TREAT CONDITIONS SUCH AS: -FEMALE UROLOGIC DISORDERS, INCLUDING URINARY INCONTINENCE AND VOIDING DYSFUNCTION -INFERTILITY -KIDNEY, BLADDER, PROSTATE AND TESTICULAR CANCER -KIDNEY STONES -MALE SEXUAL DIFFICULTIES -PROSTATE CANCER -URINARY TRACT INFECTIONS -VASECTOMY AND VASECTOMY REVERSAL PROCEDURES WE PERFORM INCLUDE: -EXTRACORPOREAL SHOCK WAVE LITHOTRIPSY FOR KIDNEY STONES -LAPAROSCOPIC NEPHRECTOMY -MINIMALLY INVASIVE PHOTO-VAPORIZATION OF THE PROSTATE -MINIMALLY INVASIVE SURGICAL TREATMENT FOR FEMALE INCONTINENCE -PYELOPLASTY PULMONOLOGY: WE OFFER OUTSTANDING DIAGNOSIS, TREATMENT AND CARE FOR PATIENTS WITH ALL TYPES OF PULMONARY CONDITIONS. WE PERFORM SPECIALIZED SERVICES, SUCH AS PULMONARY FUNCTION TESTS; LUNG CANCER SCREENING AND DIAGNOSIS; PULMONARY REHABILITATION AND CARDIOPULMONARY EXERCISE TESTING TO MEASURE DEGREE OF FITNESS AND AID IN THE ASSESSMENT OF SHORTNESS OF BREATH; SPECIFIC DIAGNOSTIC ASTHMA TESTING; AND TESTING TO DETERMINE THE NEED FOR SUPPLEMENTAL OXYGEN FOR EVERYDAY LIVING AND AIR TRAVEL. OUR PHYSICIANS HAVE EXPERTISE IN ENDOSCOPIC BRONCHIAL ULTRASOUND (EBUS) AND SUPPORT OUR FELLOWSHIP PROGRAM IN PULMONARY MEDICINE AND CRITICAL CARE. AWARDS & ACCREDITATIONS AT NORWALK HOSPITAL, OUR MEDICAL SERVICE LINE IS HONORED TO HAVE EARNED THE FOLLOWING NATIONAL RECOGNITIONS AND AWARDS: AMERICA'S 250 BEST HOSPITALS AWARD - TOP 5% IN THE NATION FOR CONSISTENTLY DELIVERING CLINICAL QUALITY. (2018-2020) AMERICA'S BEST HOSPITAL FOR PULMONARY CARE AWARD - SUPERIOR CLINICAL OUTCOMES IN TREATING CHRONIC OBSTRUCTIVE PULMONARY DISEASE (CODP) AND PNEUMONIA. (2017-2019). WHITTINGHAM CANCER CENTER - FOR CONTINUED QUALITY IMPROVEMENT BY MEETING QOPI'S CORE STANDARDS IN ALL AREAS OF TREATMENT. (2017-2020) DIABETES EDUCATION PROGRAM - AMERICAN DIABETES ASSOCIATION (ADA) EDUCATION RECOGNITION CERTIFICATE. (2017-2019) ALL PROGRAMS ARE ADMINISTERED CONSISTENT WITH NORWALK HOSPITAL'S FINANCIAL ASSISTANCE POLICY. |
| FORM 990, PART III, LINE 4B - PROGRAM SERVICE ACCOMPLISHMENTS | SURGERY SERVICE LINE Inpatient Cases: Major Joint Replacement 426 Trauma Surgery 346 Minor GI Surgery 132 General Surgery 255 Urology Surgery 94 Colon/Bowel Surgery 177 Obesity Surgery 141 Spinal Surgery 168 All Other Inpatient Surgery 296 Outpatient Service Line Cases: Abdomen GI Surgery 1,001 Breast Surgery-Non Plastic 280 Endoscopy 6,753 Misc. General Surgery 154 Oral Surgery 122 Opthalmology 90 Urology 384 Pain Injection Procedures 293 Head/Neck Procedures 65 Plastic Surgery 425 All Other Outpatient Surgery 670 GENERAL SURGERY: NORWALK HOSPITAL TAKES PRIDE IN A SURGICAL SERVICES DEPARTMENT THAT OFFERS EVERY ADVANTAGE: HIGHLY TRAINED SURGEONS WHO ARE ATTENTIVE TO PATIENT NEEDS AND EXPERIENCED WITH THE LATEST TECHNOLOGY, INCLUDING MINIMALLY INVASIVE APPROACHES. MANY OF OUR SURGEONS HAVE ADVANCED FELLOWSHIP TRAINING IN SPECIALTIES SUCH AS ONCOLOGY, COLORECTAL AND BARIATRIC SURGERY. NORWALK HOSPITAL'S SURGEONS ARE CONTINUALLY RECOGNIZED FOR THEIR EXPERIENCE, EXCELLENT OUTCOMES, AND EXPERTISE IN MINIMALLY INVASIVE SURGICAL TECHNIQUES. HERE ARE JUST SOME OF THE AWARDS WE'VE BEEN PRIVILEGED TO RECEIVE: - Certification and Goal Seal of Distinction awarded for Excellence in Total Joint Replacement. (2012-2018) - MBSAQIP Accredited Bariatric Center AT NORWALK HOSPITAL OUR EXPERT SURGEONS EXCEL AT USING ADVANCED TECHNOLOGY TO PERFORM MINIMALLY INVASIVE PROCEDURES, ALLOWING PATIENTS TO UNDERGO SURGERY WITH LESS PAIN, SHORTER HOSPITAL STAYS, AND QUICKER RECOVERY PERIODS. SURGEONS USE VERY SMALL INCISIONS, MEANING LESS TRAUMA TO THE BODY, LESS BLOOD LOSS, SMALLER SCARS AND A LOWER NEED FOR PAIN MEDICATION. OUR SURGEONS HAVE BEEN RECOGNIZED FOR EXCELLENCE IN LAPAROSCOPIC TECHNIQUES PERFORMED IN MANY SURGICAL SPECIALTIES INCLUDING WEIGHT LOSS, COLORECTAL, AND GENERAL SURGICAL PROCEDURES. FOR ROBOTIC SURGERY, WE USE THE LATEST, MOST ADVANCED ROBOTIC TECHNOLOGY AVAILABLE. WE ARE COMMITTED TO STAYING AT THE FOREFRONT OF INNOVATION, EQUIPPING OUR SURGEONS WITH SOPHISTICATED TECHNOLOGY SO THEY CAN OFFER INNOVATIVE SURGICAL PROCEDURES HERE IN OUR COMMUNITY. OUR SURGICAL SYSTEM GIVES SURGEONS BETTER VISUALIZATION AND TOOLS THAT IMPROVE DEXTERITY. WITH MORE CONTROL THEY CAN OPERATE WITH GREATER PRECISION. OUR DOCTORS USE THIS ADVANCED TECHNOLOGY TO PERFORM A WIDE RANGE OF PROCEDURES, INCLUDING SINGLE-INCISION ROBOTIC SURGERY. NORWALK HOSPITAL'S TEAM OF BOARD CERTIFIED SURGEONS PROVIDE IMMEDIATE, 24/7 CARE FOR ACUTE AND LIFE-THREATENING INJURIES TO CHILDREN AND ADULTS. ORTHOPEDIC SURGERY: OUR CENTER FOR ADVANCED ORTHOPEDIC AND SPINE CARE HAS EARNED THE "CENTER OF EXCELLENCE" DESIGNATION FROM THE JOINT COMMISSION FOR PROVIDING COMPREHENSIVE, MULTIDISCIPLINARY CARE, INCLUDING HIP, KNEE, SHOULDER, AND ANKLE REPLACEMENT. OUR NORWALK HOSPITAL ORTHOPEDIC SURGEONS OFFER A WIDE ARRAY OF JOINT REPLACEMENT PROCEDURES. OUR CONTINUUM OF CARE INCLUDES: A CARE COORDINATOR WHO PROVIDES EDUCATION AND GUIDANCE EVERY STEP OF THE WAY, PRE-OP THROUGH YOUR REHABILITATION. PRE-ADMISSION TESTING IN OUR DEDICATED UNIT, DESIGNED TO MEET THE UNIQUE NEEDS OF JOINT REPLACEMENT PATIENTS AND FAMILIES. SERVICES INCLUDE INDIVIDUALIZED PATIENT EDUCATION, NURSING AND ANESTHESIA ASSESSMENTS, AND COLLABORATION WITH YOU ON PLANNING A PAIN MANAGEMENT PROGRAM FOR YOUR SURGICAL RECOVERY. DEDICATED ORTHOPEDIC OPERATING ROOMS AND CLINICAL SUPPORT STAFF. A COMFORTABLE ORTHOPEDIC RECOVERY UNIT WITH PHYSICIAN ASSISTANTS, NURSING AND REHABILITATION STAFF SPECIALLY TRAINED TO CARE FOR TOTAL JOINT REPLACEMENT PATIENTS. - ADVANCED, DIGITAL DIAGNOSTIC IMAGING TECHNOLOGY. - ACUTE IN-HOSPITAL THERAPY SERVICES. - OUTPATIENT PHYSICAL AND OCCUPATIONAL THERAPY. - ACCESS TO HOME CARE SERVICES WITH WESTERN CONNECTICUT HOME CARE (FORMERLY DVNA). DIGESTIVE DISEASE: OUR EXPERT GENERAL AND DIGESTIVE DISEASE SURGEONS SPECIALIZE IN MAJOR AND MINOR SURGICAL PROCEDURES OF THE ABDOMEN, DIGESTIVE TRACT, ENDOCRINE SYSTEM, BREASTS, SKIN AND BLOOD VESSELS. UROLOGIC SURGERY: NORWALK HOSPITAL UROLOGISTS ARE KNOWN NATIONALLY FOR INNOVATION. PROCEDURES PERFORMED INCLUDE: EXTRACORPOREAL SHOCK WAVE LITHOTRIPSY FOR KIDNEY STONES; LAPAROSCOPIC NEPHRECTOMY, MINIMALLY INVASIVE PHOTO-VAPORIZATION OF THE PROSTATE; MINIMALLY INVASIVE SURGICAL TREATMENT FOR FEMALE INCONTINENCE AND PYELOPLASTY. NORWALK HOSPITAL'S COLON AND RECTAL SURGEONS TREAT A VARIETY OF ANORECTAL CONDITIONS USING SURGICAL INTERVENTION. BARIATRIC/WEIGHT LOSS SURGERY: AT NORWALK HOSPITAL OUR EXPERT SURGEONS EXCEL AT USING ADVANCED TECHNOLOGY TO PERFORM MINIMALLY INVASIVE PROCEDURES, ALLOWING PATIENTS TO UNDERGO SURGERY WITH LESS PAIN, SHORTER HOSPITAL STAYS, AND QUICKER RECOVERY PERIODS. SURGEONS USE VERY SMALL INCISIONS, MEANING LESS TRAUMA TO THE BODY, LESS BLOOD LOSS, SMALLER SCARS AND A LOWER NEED FOR PAIN MEDICATION. OUR SURGEONS HAVE BEEN RECOGNIZED FOR EXCELLENCE IN LAPAROSCOPIC TECHNIQUES PERFORMED IN MANY SURGICAL SPECIALTIES INCLUDING WEIGHT LOSS, COLORECTAL, AND GENERAL SURGICAL PROCEDURES. NEUROSURGERY: BOARD-CERTIFIED NEUROSURGEONS DIAGNOSE AND TREAT DISORDERS THAT AFFECT ANY PORTION OF THE NERVOUS SYSTEM, INCLUDING THE BRAIN, SPINAL CORD AND ITS SURROUNDING STRUCTURES AND THE PERIPHERAL NERVES. CONDITIONS INCLUDE BRAIN ANEURYSMS, CEREBRAL ANEURYSMS, CHRONIC SUBDURAL HEMATOMA, COMA, CONCUSSIONS, DEGENERATIVE DISC DISEASE, DISC HERNIATION, EPILEPSY, HEAD TRAUMA, SEIZURES, SPINAL COMPRESSION FRACTURES, SPINAL CORD INJURY, SPINAL CORD TUMORS, STENOSIS, STROKE, AND TORTICOLLIS. MBSAQIP ACCREDITED BARIATRIC CENTER, 2006 - PRESENT RE-ACCREDITATION - BREAST HEALTH CENTER AMERICAN COLLEGE FOR SURGEONS, 2018 - 2020 ALL PROGRAMS ARE ADMINISTERED CONSISTENT WITH NORWALK HOSPITAL'S FINANCIAL ASSISTANCE POLICY. |
| FORM 990, PART III, LINE 4C - PROGRAM SERVICE ACCOMPLISHMENTS | CARDIOVASCULAR SERVICES NORWALK HOSPITAL'S CARDIOVASCULAR SERVICE LINE CONSISTS OF THE FOLLOWING SERVICES: INPATIENT CASES: CARDIAC MEDICINE 1,002 CARDIAC PCI MEDICINE 58 CARDIAC VASCULAR SURGERY 106 ALL OTHER INPATIENT CARDIOVASCULAR SERVS. 142 OUTPATIENT SERVICE LINE CASES: CARDIAC DIAGNOSTIC CLINIC 2,439 CARDIAC REHABILITATION 1,108 ALL OTHER OUTPATIENT CARDIOVASCULAR SERVS. 2,578 NORWALK HOSPITAL OFFERS A PREMIER CARDIOVASCULAR PROGRAM TO MEET THE NEEDS OF PATIENTS WITH CARDIAC AND VASCULAR PROBLEMS. LED BY A SPECIALIST TEAM OF CARDIOLOGISTS, INTERVENTIONAL CARDIOLOGISTS AND VASCULAR SURGEONS, THIS PROGRAM HAS ACHIEVED WIDE ACCLAIM FOR PROVIDING LEADING-EDGE PREVENTION, DIAGNOSIS, TREATMENT AND REHABILITATION OF CARDIOVASCULAR DISEASE. AT NORWALK HOSPITAL, WE PROVIDE EXPERT, COLLABORATIVE, MULTIDISCIPLINARY CARE, INPATIENT AND OUTPATIENT, FOR THE FULL RANGE OF CARDIOVASCULAR CONDITIONS, INCLUDING THOSE THAT AFFECT THE HEART, HEART VALVES AND THE VASCULAR SYSTEM. WE OFFER THE FULL SPECTRUM OF ADVANCED TREATMENTS AND PROCEDURES FOR CARDIOVASCULAR DISEASE IN THE AREAS OF: -GENERAL CARDIOLOGY -CARDIAC SURGERY (IN COLLABORATION WITH DANBURY HOSPITAL) -VASCULAR SURGERY -INTERVENTIONAL CARDIOLOGY -ELECTROPHYSIOLOGY -STRUCTURAL HEART (IN COLLABORATION WITH DANBURY HOSPITAL) COMMON HEART & VASCULAR CONDITIONS WE TREAT: -ATRIAL FIBRILLATION (IRREGULAR HEARTBEAT) -CONGESTIVE HEART FAILURE -HEART ATTACK -CHEST PAIN -CORONARY ARTERY DISEASE -PERIPHERAL ARTERY DISEASE OUR EXPERT PHYSICIANS, ADVANCED PRACTICE PROVIDERS, NURSES AND SUPPORT STAFF ARE SERIOUS ABOUT THEIR ROLE IN SUPPORTING THE HEART HEALTH OF EVERYONE IN OUR COMMUNITY. WHETHER FOR SCREENING, DIAGNOSTIC TESTS OR TREATMENT FOR A HEART OR VALVE CONDITION, WE PROVIDE COMPASSIONATE CARE THAT IS PERSONALIZED TO YOUR NEEDS. DIAGNOSTICS AND TESTS WE OFFER INCLUDE: -ANGIOGRAM -CORONARY ANGIOGRAPHY -DIAGNOSTIC ELECTROPHYSIOLOGY STUDIES (EPS) -ECHOCARDIOGRAM -HOLTER MONITOR -STRESS TESTS HEART AND VASCULAR TREATMENTS AND PROCEDURES AMONG THE ADVANCED TREATMENTS AND PROCEDURES WE PROVIDE ARE: -ABDOMINAL AORTIC ANEURYSM (AAA) SURGERY -ANGIOPLASTY -AORTIC VALVE REPLACEMENT -CARDIOVERSION -CATHETER ABLATION -DEEP VEIN THROMBOSIS (DVT) THERAPY -HEART BYPASS SURGERY (IN COLLABORATION WITH DANBURY HOSPITAL) -HYBRID CONVERGENT PROCEDURE FOR ATRIAL FIBRILLATION (AFIB) -MITRAL VALVE REPAIR/REPLACEMENT (IN COLLABORATION WITH DANBURY HOSPITAL) -OPEN HEART SURGERY (IN COLLABORATION WITH DANBURY HOSPITAL) -PACEMAKER AND ICD PLACEMENT -STENT PLACEMENT -TAVR (IN COLLABORATION WITH DANBURY HOSPITAL) -THORACIC AORTIC ANEURYSM SURGERY, OPEN AWARDS & ACCREDITATIONS AT NORWALK HOSPITAL, OUR CARDIOVASCULAR PREVENTION, DIAGNOSIS, TREATMENT AND REHABILITATION STAFF AND PROGRAMS ARE HONORED TO HAVE EARNED THE FOLLOWING NATIONAL RECOGNITIONS AND AWARDS: RE-ACCREDITATION - ECHOCARDIOGRAPHY, 2014 - 2020 CHEST PAIN CENTER WITH PRIMARY PCI ACCREDITATION (2016-2019) RECERTIFICATION - PRIMARY STROKE CENTER (2017-2019) ALL PROGRAMS ARE ADMINISTERED CONSISTENT WITH NORWALK HOSPITAL'S FINANCIAL ASSISTANCE POLICY. |
| FORM 990, PART III, LINE 4D - OTHER PROGRAM SERVICES DESCRIPTION | OTHER PROGRAM SERVICES AT NORWALK HOSPITAL DURING FY2019, 12,171 IP DISCHARGES, 35,996 OP ER DISCHARGES, AND 47,912 TOTAL ER VISITS OCCURRED. EMERGENCY SERVICES: EMERGENCY SERVICES - NORWALK HOSPITAL PROVIDES A COMPREHENSIVE RANGE OF HIGH-QUALITY EMERGENCY MEDICAL SERVICES, FOR THE MOST CRITICALLY ILL AND INJURED PATIENTS, FROM PRE-HOSPITAL EMS/PARAMEDIC SERVICES TO AN EMERGENCY DEPARTMENT FEATURING A LEVEL II TRAUMA CENTER TO A NATIONALLY RECOGNIZED CRITICAL CARE UNIT. OUR EMERGENCY DEPARTMENT FEATURES MODERN LIFESAVING TECHNOLOGY AND IS STAFFED BY BOARD-CERTIFIED PHYSICIANS AND EXPERIENCED NURSES WITH ADVANCED SKILLS. FOR PATIENTS EXPERIENCING A STROKE, NORWALK HOSPITAL IS CERTIFIED AS A STROKE CENTER BY THE JOINT COMMISSION. ONCE IDENTIFIED AS A CANDIDATE BY EMS OR BY THE EMERGENCY PHYSICIAN, A CRITICAL PATHWAY ENSURES THE RAPID EVALUATION OF THE PATIENT FOR DEFINITIVE CARE TO MINIMIZE LONG-TERM CONSEQUENCES. WOMEN'S AND CHILDREN'S SERVICE OUR WOMEN'S AND CHILDREN'S SERVICES FEATURE A TOP NOTCH TEAM OF OBSTETRICIANS, GYNECOLOGIST, PEDIATRICIANS, CERTIFIED MIDWIVES, PEDIATRIC HOSPITALISTS, NEONATOLOGISTS, PEDIATRIC SPECIALISTS, PHYSICIAN ASSISTANTS AND NURSES. OUR OBSTETRICIANS AND CERTIFIED NURSE MIDWIVES DELIVER BABIES IN THE HOSPITAL'S MODERN, HOME-LIKE CHILD BIRTH CENTER. THE CENTER FEATURES IN-SUITE AMENITIES, INCLUDING PRIVATE ROOMS, MASSAGE THERAPY FOR INFANTS AND MOTHERS AND WIRELESS INTERNET ACCESS. IN ADDITION ADVANCES, MINIMALLY INVASIVE ROBOTIC SURGERY FOR SEVERAL GYNECOLOGIC PROCEDURES, INCLUDING HYSTERECTOMIES, FIBROID REMOVAL, VAGINAL PROLAPSE CORRECTION, TO STOP MENORRHAGIA AND TO TREAT CERTAIN FORMS OF CERVICAL AND UTERINE CANCERS, ARE AVAILABLE AT THE HOSPITAL. AT NORWALK HOSPITAL, WE UNDERSTAND THAT A CHILD IS LIFE'S MOST PRECIOUS GIFT. NO PARENT SHOULD FEEL THE NEED TO CHOOSE BETWEEN EXPERT MEDICAL CARE AND A WARM, SUPPORTIVE, COMMUNITY ENVIRONMENT. WE ARE COMMITTED TO PROVIDING EXCEPTIONAL CARE IN A TENDER, LOVING MANNER TO THE CHILDREN OF OUR COMMUNITY. FOR CHILDREN WHO NEED HOSPITAL CARE, OUR CHILD-FRIENDLY PEDIATRIC UNIT OFFERS A VARIETY OF SUPPORTS TO MAKE YOUR CHILD'S STAY AS COMFORTABLE AS POSSIBLE FOR BOTH OF YOU. AND MANY CHILDREN REQUIRE THE CARE OF A SPECIALIST AT ONE POINT OR ANOTHER; WE MAKE IT EASIER BY BRINGING EXCELLENT PEDIATRIC SPECIALTY SERVICES INTO ONE CONVENIENT LOCATION AT OUR CHILDREN'S HEALTH AND WELLNESS CENTER. THE CHILDREN'S HEALTH AND WELLNESS CENTER IS A CHILD-FRIENDLY, INTERACTIVE ENVIRONMENT FOR WELLNESS AND HEALING. WITH YOUR CONVENIENCE IN MIND, WE OFFER A VARIETY OF PEDIATRIC SPECIALTY SERVICES IN ONE LOCATION. AT NORWALK HOSPITAL WE ARE PROUD TO PROVIDE ADVANCED SUPPORT, STAFFED 24/7 BY EXPERIENCED NEONATOLOGISTS AND NICU NURSES. WITH ADVANCED DIAGNOSTIC IMAGING AND A FULL STAFF OF PEDIATRIC SPECIALISTS, WE'RE PREPARED TO "EXPECT THE UNEXPECTED". BEHAVIORAL AND MENTAL HEALTH: NORWALK HOSPITAL PROVIDES EXPERT, SUPPORTIVE INPATIENT PSYCHIATRIC SERVICES FOR ADULTS AND GERIATRIC PATIENTS WITH ACUTE PSYCHIATRIC ILLNESS OR CO-OCCURRING SUBSTANCE USE. THE INPATIENT UNIT OFFERS A VARIETY OF SERVICES AIMED TO STABILIZE ACUTE PSYCHIATRIC SYMPTOMS. OUR PSYCHIATRIC INPATIENT MULTIDISCIPLINARY TEAM INCLUDES PHYSICIAN-PSYCHIATRISTS, ADVANCED PRACTICE PSYCHIATRIC NURSES, SOCIAL WORKERS, ACTIVITY THERAPISTS, EXPERIENCED PSYCHIATRIC RNS AND SUPPORT STAFF. OUR CI CENTRAL INTAKE TEAM LOCATED IN THE EMERGENCY DEPARTMENT PROVIDES COMPREHENSIVE PSYCHIATRIC AND SAFETY ASSESSMENTS. LICENSED CLINICIANS IDENTIFY PATIENTS WHO MAY REQUIRE A BEHAVIORAL HEALTH ASSESSMENT AND PROVIDE REFERRALS TO THE APPROPRIATE LEVEL OF CARE. THIS MAY INCLUDE A PSYCHIATRIC ADMISSION OR REFERRAL FOR OUTPATIENT SERVICES. NORWALK HOSPITAL OUTPATIENT PSYCHIATRIC TREATMENT SERVICES ARE INTENDED FOR PATIENTS WITH EMOTIONAL DISTURBANCES, ACUTE PSYCHIATRIC SYMPTOMS, EXACERBATION OF PSYCHIATRIC DISORDERS, OR MANAGEMENT OF PROLONGED PSYCHIATRIC ILLNESS. SERVICES INCLUDE EVALUATION AND ASSESSMENT; MEDICATION MANAGEMENT; INDIVIDUAL AND GROUP THERAPY; INTENSIVE OUTPATIENT PROGRAMS; FAMILY THERAPY; AND CRISIS INTERVENTION FOR THE TREATMENT OF MENTAL HEALTH CONDITIONS AND CO-OCCURRING SUBSTANCE ABUSE. THE COMMUNITY SUPPORT PROGRAM PROVIDES INTEGRATED OUTPATIENT CASE MANAGEMENT FOR PERSONS WITH SEVERE AND PROLONGED MENTAL ILLNESS WITH AN EMPHASIS ON RECOVERY. ONGOING TREATMENT IS PROVIDED BY A MULTIDISCIPLINARY TEAM THAT FOCUSES ON OUTREACH, CASE MANAGEMENT, AND SKILL BUILDING TO HELP THE INDIVIDUAL DEVELOP AND OPTIMIZE INDEPENDENT FUNCTIONING TO MINIMIZE THE NEED FOR ACUTE CARE SERVICES. WE TREAT ADULTS WITH THE FOLLOWING CONDITIONS: -BIPOLAR DISORDER -DEPRESSION -ANXIETY DISORDERS -PSYCHOTIC DISORDERS -CO-OCCURRING DISORDERS (MENTAL ILLNESS AND ADDICTION) PATHOLOGY AND LABORATORY SERVICES: NORWALK HOSPITAL'S DEPARTMENT OF PATHOLOGY AND LABORATORY MEDICINE IS FOCUSED ON OPERATIONAL PROFICIENCY TO ASSURE THE ACCURACY AND QUALITY OF EVERY TEST. DIRECTED BY BOARD-CERTIFIED PATHOLOGISTS WHO ARE ASSISTED BY CERTIFIED MEDICAL LABORATORY SCIENTISTS AND SUPPORTED BY A LARGE TEAM OF LABORATORY PROFESSIONALS, OUR LAB IS CLIA CERTIFIED (CLINICAL LABORATORY IMPROVEMENT AMENDMENTS). THE STATE OF CONNECTICUT HAS LICENSED US AS HIGH COMPLEXITY, MEANING WE ARE QUALIFIED TO PERFORM NON-AUTOMATED TESTS THAT REQUIRE MULTIPLE STEPS AND A HIGH-LEVEL OF TRAINING AND CARE. WE ARE PROUD OF OUR CERTIFICATIONS AND ACCREDITATIONS AND WILLINGLY PARTICIPATE IN UNANNOUNCED INSPECTIONS, ROUTINELY RECEIVING THE HIGHEST RATINGS. IN FACT, AS PART OF OUR QUALITY ASSURANCE PROCESS, WE PARTICIPATE IN RANDOM PROFICIENCY TEST SURVEYS FROM VARIOUS OUTSIDE AGENCIES TO CONSISTENTLY MEASURE AND EVALUATE THE PERFORMANCE OF OUR TESTING STAFF. QUALIFICATIONS AND ACCREDITATIONS ARE AS FOLLOWS OUR LABORATORY IS ACCREDITED BY CLIA (LICENSE #07D0101574), CAP (LICENSE #11928-01) AND CT STATE (LICENSE #HP0228). NORWALK HOSPITAL PARTICIPATES IN RANDOM UNANNOUNCED INSPECTIONS BY THESE AGENCIES AND ALWAYS RECEIVES THE HIGHEST SCORES. THE LABORATORY ALSO PARTICIPATES IN PROFICIENCY SURVEYS, WHICH ENSURE QUALITY RESULTS ARE ACHIEVED BY ALL TECHNOLOGISTS. TEACHING: NORWALK HOSPITAL IS PART OF A PREMIER PATIENT-CENTERED SYSTEM OF CARE DEDICATED TO IMPROVING THE HEALTH AND WELL-BEING OF OUR PATIENTS AND THE SURROUNDING COMMUNITIES OF WESTERN CONNECTICUT AND NEARBY NEW YORK STATE. AS A REGIONAL MEDICAL CENTER AND UNIVERSITY TEACHING HOSPITAL AFFILIATED WITH THE UNIVERSITY OF VERMONT COLLEGE OF MEDICINE AND YALE UNIVERSITY SCHOOL OF MEDICINE, NORWALK PROVIDES A DYNAMIC ENVIRONMENT FOR TEACHING AND RESEARCH FOR OUR GRADUATE MEDICAL EDUCATION TRAINING PROGRAMS. THE HOSPITAL RECEIVED ACCREDITATION WITH COMMENDATION FROM THE JOINT COMMISSION, AND IS APPROVED TO SPONSOR RESIDENCY/FELLOWSHIP PROGRAMS BY THE ACCREDITATION COUNCIL OF GRADUATE MEDICAL EDUCATION. NORWALK HOSPITAL SPONSORS RESIDENCY TRAINING IN INTERNAL MEDICINE AND RADIOLOGY, AND FELLOWSHIPS IN GI, PULMONARY AND SLEEP MEDICINE. RESIDENTS AND FELLOWS ARE EXPOSED TO A BROAD RANGE OF CLINICAL AND DIDACTIC EXPERIENCES THROUGHOUT THEIR TRAINING, AND HAVE MANY OPPORTUNITIES TO PRESENT AT LOCAL AND NATIONAL MEETINGS AS WELL AS PUBLISH ORIGINAL RESEARCH. A DISTINCTIVE COMPONENT OF OUR GRADUATE MEDICAL EDUCATION TRAINING PROGRAM IS OUR GLOBAL HEALTH TRACK. GLOBAL HEALTH OFFERS THE OPPORTUNITY FOR RESIDENTS TO PERFORM ROTATIONS IN THE DOMINICAN REPUBLIC, RUSSIA, UGANDA, VIETNAM AND ZIMBABWE. RESEARCH: STATE-OF-THE-ART COLLABORATIVE PRECISION MEDICINE PROGRAM IS UNDERWAY AT WCHN. THE PROGRAM LINKS GYNECOLOGIC/ONCOLOGY PATIENT CLINICAL CARE AND GENOMIC INFORMATION TO IMPROVED TREATMENT AND SURVEILLANCE. THIS IS THE FUTURE OF HEALTH CARE WHERE PATIENT CARE WOULD EVOLVE FROM A ONE-SIZE-FITS-ALL TO A MORE PERSONALIZED APPROACH TOWARDS DISEASE DIAGNOSIS AND TREATMENT. WE HOPE TO EXPAND THIS APPROACH TO THE DIAGNOSIS AND TREATMENT OF DISEASE IN OTHER THERAPEUTIC AREAS SUCH AS DIABETES AND CARDIOVASCULAR DISEASE. THE WCHN BIOMEDICAL RESEARCH INSTITUTE HAS ADDED A NEW RESEARCH GROUP, LABORATORY FOR TRANSLATIONAL RESEARCH, TO ITS CURRENT DEPARTMENTS. THIS RESEARCH GROUP IS BEING DIRECTED BY DR. JOHN MARTIGNETTI, MD, PHD, ASSOCIATE PROFESSOR AT THE ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI. DR. MARTIGNETTI HAS ESTABLISHED A BENCH TO BEDSIDE APPROACH TO A PERSONALIZED MEDICINE PROGRAM FOR OVARIAN CANCER AT MOUNT SINAI. THE PERSONALIZED APPROACH TO OVARIAN CANCER PATIENT CARE WOULD IMPROVE OUTCOMES AS IT WOULD LINK PATIENT CLINICAL CARE AND GENOMIC INFORMATION TO IMPROVE DETECTION, SURVEILLANCE, PROGNOSIS AND TREATMENT. WE HAVE PUT TOGETHER ALL THE NECESSARY COMPONENTS OF A BIOREPOSITORY THAT WILL BE PART OF A CORE PROGRAM TO SUPPORT RESEARCH PROGRAMS AIMED AT BIOMARKER DISCOVERY, VALIDATION AND DEVELOPMENT OF NOVEL THERAPEUTICS. THE BIOREPOSITORY WILL HOUSE FROZEN PATIENTS TISSUE, PATIENT DERIVED CELL LINES AND BLOOD/PLASMA FOR RESEARCH PURPOSES. ALL PROGRAMS ARE ADMINISTERED CONSISTENT WITH NORWALK HOSPITAL'S FINANCIAL ASSISTANCE POLICY. |
| FORM 990, PART VI, LINE 4 | SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS - JOINED A NEW HEALTH SYSTEM (NUVANCE HEALTH) SERVING NEW YORK AND CONNECTICUT THAT IS OVERSEEN BY HQ-WCHN HEALTH SYSTEM, INC. - ANY ACTION UNDER APPLICABLE LAW, THE CERTIFICATE OF INCORPORATION OR THESE BYLAWS MAY BE TAKEN WITHOUT A MEETING, WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF THE MEMBER GIVES ITS WRITTEN CONSENT TO SUCH ACTION IN A MANNER CONSISTENT WITH LAW AND THE MEMBER'S CORPORATE GOVERNANCE DOCUMENTS. - EXCEPT AS APPROVED BY THE MEMBER, AND TO THE EXTENT PERMITTED BY THE ACT, ALL COMMITTEES SHALL BE ADVISORY IN NATURE AND SHALL NOT HAVE AUTHORITY TO ACT ON BEHALF OF THE BOARD OR THE CORPORATION. NON-BOARD MEMBERS MAY BE APPOINTED TO ANY COMMITTEE. - ALL DIRECTORS SHALL BE AT LEAST EIGHTEEN YEARS OF AGE, SHALL COMPLY WITH ALL POLICIES GOVERNING MEMBERS OF THE BOARD, AND SHALL MEET ALL QUALIFICATION CRITERIA ESTABLISHED BY THE BOARD. DIRECTORS NEED NOT BE RESIDENTS OF THE STATE OF CONNECTICUT. THE MINIMUM NUMBER OF VOTING MEMBERS OF THE BOARD HAS DECREASED. THE CORPORATION SHALL HAVE NOT LESS THAN SIX (WAS 12) AND NOT MORE THAN 18 (WAS 25). THE CEO POSITION HAS BEEN REMOVED. |
| FORM 990, PART VI, LINE 6 - EXPLANATION OF CLASSES OF MEMBERS/SHAREHOLDERS | WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF THE NORWALK HOSPITAL ASSOCIATION. 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/SHAREHOLDERS ELECT GOVERNING BODY | 3.2.2 APPOINTMENT OF TERMS OF OFFICE - THE MEMBER SHALL BE RESPONSIBLE FOR ELECTING, AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HOSPITAL TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED. |
| FORM 990, PART VI, LINE 7B - DECISIONS OF GOVERNING BODY APPROVAL | BY MEMBERS OR SHAREHOLDERS 2.2. POWERS OF THE MEMBER - CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE HOSPITAL REQUIRE THE APPROVAL OF THE MEMBER. ANY ACTIONS REQUIRING MEMBER APPROVALS ARE NOT DEEMED APPROVED UNTIL THE CORPORATION RECEIVES APPROVAL FROM THE MEMBER AND OF THE PARENT (IF REQUIRED). A) THE ACTIONS LISTED BELOW, TAKEN FOR THE HOSPITAL OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A SUBSIDIARY ("NORWALK SUBSIDIARY") SHALL NOT REQUIRE APPROVAL BY THE BOARD AND ARE RESERVED SOLELY TO THE MEMBER: -ELECTION OR REMOVAL OF A DIRECTOR OF THE CORPORATION AND THE DIRECTORS OR MANAGERS OF EACH SUBSIDIARY. -ELECTION OR REMOVAL OF AN OFFICER OF THE CORPORATION OR OF A SUBSIDIARY WHO IS NOT AN EMPLOYEE OR CONTRACTOR OF THE CORPORATION OR SUCH SUBSIDIARY. -EXCEPT AS SET FORTH IN 2.2(B), AMENDMENT OF THE CORPORATION'S OR ANY SUBSIDIARY'S ORGANIZATION DOCUMENTS INCLUDING, WITHOUT LIMITATION, ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION, BYLAWS, OPERATING AGREEMENTS AND CERTIFICATES OF INCORPORATION/ORGANIZATION. -ADOPTION OF OR REVISIONS TO POLICY RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS. -ADOPTION OF OR AMENDMENT TO ANY OF THE CORPORATION'S OR A SUBSIDIARY'S QUALIFIED OR NON-QUALIFIED BENEFIT PLAN. -APPROVAL OF THE ADOPTION OF OR ANY AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING A) INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE HOSPITAL OR ANY SUBSIDIARY; B) CONFLICTS OR DUALITIES OF INTEREST; AND C) SUCH OTHER POLICIES THE MEMBER OR THE PARENT MAY DETERMINE; -ADOPTION OF OR REVISIONS OF SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES. -APPROVAL OF THE CORPORATION OR SUBSIDIARY, WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS. -THE SELECTION OF THE CORPORATION'S AND SUBSIDIARY'S INDEPENDENT AUDITORS. -ADOPTION OF OR ANY MATERIAL REVISIONS TO THE CAPITAL BUDGET AND OPERATING BUDGET. -CREATION OF ANY CORPORATION WHICH THE CORPORATION OR SUBSIDIARY IS THE SOLE OR CONTROLLING MEMBER OR SOLE OR CONTROLLING SHAREHOLDER. -ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE. -MODIFICATION OF THE LOGO, NAME OR BRANDING OF THE CORPORATION OR ANY SUBSIDIARY. -CREATION OF A COMMITTEE WHICH HAS THE AUTHORITY TO BIND THE CORPORATION OR ANY SUBSIDIARY. -ANY CESSATION OF ANY SERVICE LINE OWNED OR CONTROLLED DIRECTLY OR INDIRECTLY. -ANY MATERIAL REVISIONS TO THE STRATEGIC PLAN OF THE CORPORATION AND OF ANY SUBSIDIARY. ANY CLOSURE, SALE OR TRANSFER OF A HOSPITAL OWNED OR CONTROLLED DIRECTLY OR INDIRECTLY. -ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, FILING OF ANY PETITION ANSWER SEEKING REORGANIZATION, OR AN ARRANGEMENT WITH CREDITORS UNDER FEDERAL BANKRUPTCY LAW. -ANY CHANGE IN THE TAX STATUS OF OR REVISION OF THE CHARITY CARE POLICIES. -ANY MATERIAL CHANGE IN THE MISSION OF THE CORPORATION OR ANY SUBSIDIARY. -EXCEPT AS SET FORTH IN SECTION 2.2(B) BELOW, ANY SALE, TRANSFER, LEASE, EXCHANGE, MORTGAGE, ENCUMBRANCE, PLEDGE OR OTHER DISPOSITION OF ASSETS. -ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION INVOLVING (A) SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY, INTERESTS OR SHARES (B) ACQUISITION OF ANOTHER ORGANIZATION THROUGH MERGER, CONSOLIDATION OR ASSET PURCHASE OR (C) AFFILIATION OF ANY SUBSIDIARY WITH ANY OTHER ENTITY FOR THE PURPOSES OF THE JOINT CONDUCT OF BUSINESS OR OTHER PURPOSES. -ANY DISSOLUTION OF ANY SUBSIDIARY OR ANY NON-CONTROLLED ENTITY. -ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF ANY DEBT, INCLUDING WITHOUT LIMITATION ANY LOANS, MORTGAGES, LEASES, NOTES OR OTHER FORMS OF DEBT. -APPROVAL AND MATERIAL REVISION OF THE SYSTEM-WIDE FINANCIAL AUTHORITY POLICY. -APPROVAL OF CERTIFICATE OF NEED APPLICATIONS TO BE FILED (B) THE ACTIONS LISTED BELOW, TAKEN FOR THE HOSPITAL OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A NORWALK SUBSIDIARY, WHICH REQUIRE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: -AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE CORPORATION. -ANY SALE, LEASE, EXCHANGE OR OTHER DISPOSITION ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION OR THE PURCHASE, SALE, MORTGAGE, LEASE, EXCHANGE OR OTHER DISPOSITION OF REAL PROPERTY OF OR FOR THE CORPORATION. -A MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANOTHER CORPORATION. -ANY DISSOLUTION OF THE CORPORATION. -ADOPTION AND OVERSIGHT OF THE IMPLEMENTATION OF, AND COMPLIANCE WITH THE SYSTEM CONFLICT OF INTEREST POLICY AND SYSTEM WHISTLEBLOWER POLICY. |
| 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 MEMBER'S 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 DIRECTOR'S 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 DIRECTOR'S 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 |
| FORM 990, PART VI, LINE 12C - EXPLANATION OF MONITORING AND | ENFORCEMENT OF CONFLICTS (CONTINUED) 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 DIRECTOR'S 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 AND APPROVAL | PROCESS - OFFICERS AND KEY EMPLOYEES COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S 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 HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S 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 HEALTH'S 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 ORGANIZATION'S 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 | LATANYA LANGLEY (TO 07/31) LATANYA LANGLEY WAS A DIRECTOR UNTIL JULY 31, 2019. CRAIG GLOVER (TO 12/31) CRAIG GLOVER WAS A DIRECTOR UNTIL DECEMBER 31, 2018. JENNY Y. LEE (TO 12/31) JENNY Y. LEE WAS A DIRECTOR UNTIL DECEMBER 31, 2018. TOM DUBIN (FROM 01/01) TOM DUBIN BECAME A DIRECTOR ON JANUARY 1, 2019. SARAH TRIPODI (FROM 01/01) SARAH TRIPODI BECAME A DIRECTOR ON JANUARY 1, 2019. DAVID LEHN, ESQ. (TO 12/31) DAVID LEHN, ESQ. WAS A DIRECTOR UNTIL DECEMBER 31, 2018. |
| FORM 990, PART XI, LINE 9 | OTHER CHANGES IN NET ASSETS OR FUND BALANCES INCREASE BEN INTEREST IN NHF -WITH DONOR RESTRICTIONS....$ 5,116. INCREASE BEN INTEREST NHF -WITHOUT DONOR RESTRICTIONS......30,332. INCREASE IN BEN INT CHARITABLE REMAINDER TRUST............108,854. K-1 VALUE CARE ALLIANCE, LLC............................ -530,425. NET ASSET TRANSFER NHA TO WCHN........................-19,148,000. NET UNRESTRICTED CHANGES IN JOINT VENTURE.............. 2,686,634. NORWALK SURGERY CENTER / JOINT VENTURE INCOME........ -2,042,843. PENSION RELATED CHANGES OTHER THAN NET PERIODIC...... -1,114,499. TRANSFER FROM NORWALK HOSPITAL FOUNDATION.............. 1,180,202. TRANSFER TO CAPTIVE FOR WORKERS COMP................... 9,000,000. Total $ -9,824,629. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:HEALTHCARE PROFESSIONALS TOTAL FEES:59414200 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PURCHASE SERVICES TOTAL FEES:32108254 |
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