TIN:
SCHEDULE O
(Form 990)
Department of the Treasury
Internal Revenue Service
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
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OMB No. 1545-0047
2021
Open to Public
Inspection
Inspection
Name of the organization
Total Health Care Inc
Employer identification number
38-2018957
38-2018957
| Return Reference | Explanation |
|---|---|
| Form 990, Part IV, Line 12a Audited Financial Statements | The organization is audited annually on a stand alone basis and issued financial statements on a stand alone basis which are prepared in accordance with SAP (Statutory Accounting Principles), as required by regulatory authorities. The figures in this Form 990 reconcile to the financial statements prepared under statutory accounting principles as submitted to the State of Michigan and the National Association of Insurance Commissioners (NAIC). |
| Form 990, Part V, Line 2a NUMBER OF EMPLOYEES REPORTED ON FORM W-3. | ALL EMPLOYEES OF TOTAL HEALTH CARE INC. WERE EMPLOYED DURING THE YEAR BY BHSH SYSTEM (38-3382353) AND LEASED BACK TO TOTAL HEALTH CARE INC. SALARIES AND WAGES, EMPLOYEE BENEFITS AND PAYROLL TAXES ARE ALLOCATED TO TOTAL HEALTH CARE, INC. VIA A MANAGEMENT FEE. ONLY A PORTION OF THIS COMPENSATION IS ATTRIBUTABLE TO THEIR SERVICES FOR TOTAL HEALTH CARE INC. THE REMAINING SERVICES ARE ATTRIBUTABLE TO RELATED ENTITIES. BHSH SYSTEM FILED ALL APPLICABLE IRS TAX FILINGS INCLUDING FORMS W-2 AND W-3 ON BEHALF OF TOTAL HEALTH CARE, INC. |
| Form 990, Part VI, Line 15a PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL | The BHSH System Board of Directors (through its Compensation Committee) uses the following process for determining compensation of the top management officials, other officers, and key employees at Total Health Care, Inc. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon in setting compensation levels. Competitive assessment reports are provided to the Compensation Committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. For Calendar Year 2021 (1/1/21-12/31/21), the following surveys, prepared by independent firms, were the primary sources referenced to obtain market data for the review: * Aon: 2020 Total Compensation Measurement Survey: Financial Services Survey * BDO: 2020 USA Health Insurance Plans Survey * Integrated Healthcare Strategies: 2020 National Healthcare Leadership Compensation Survey * Mercer: 2020 IHN Healthcare Compensation Survey * Mercer: 2020 IHN Health Plan Compensation Survey * Sullivan Cotter Associates: 2020 Manager and Executive Compensation in Hospitals and Health Systems Survey In addition, three general industry surveys were referenced: * Aon: 2020 Total Compensation Measurement Survey: General Industry * Mercer: 2020 US Executive Remuneration Suite * Willis Towers Watson: 2020 Executive Compensation Survey In addition to the above data sources, the Compensation Committee approved the creation of a custom peer group of high performing integrated health systems to ensure robust data and a relevant comparator universe. The peer group organizations are approved by the Compensation Committee and consists of healthcare systems similar in revenue size, market competitors, high performers, financially stable as indicated by bond rating and that follow a similar strategy (multi-site systems, health plans). Data for the peer group organizations is compiled by the independent executive compensation firm. Compensation adjustments are approved by Compensation Committee members, consistent with the Spectrum Health compensation philosophy described below. Minutes of Committee discussions and decisions are prepared to memorialize Compensation Committee decisions based upon the above data. Cash compensation data relied upon by the Compensation Committee is national and reflects the compensation paid to executives in comparable jobs in comparably sized health care and / or health insurance organizations. Spectrum Health recruits nationally for its executives. Benefits data reflect national health care / health insurance market practices. This process is intended to assist Spectrum Health in qualifying for the rebuttable presumption of reasonableness (Intermediate Sanctions Regulations) and complying with the potential Spectrum Health Excess Benefit Transaction Policy for those individuals in the group who are disqualified persons. The opinion submitted from the third-party independent consulting firm is in accordance with the provisions of Treasury Regulations Section 53.4958-6(c)(2) and is also intended to satisfy the professional advice requirement of Treasury Regulations Section 53.4958-1(d)(4)(iii). |
| Form 990, Part VI, Line 15b PROCESS TO ESTABLISH COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES | SEE EXPLANATION PROVIDED FOR FORM 990, PART VI, LINE 15A. |
| Form 990, Part VI, Line 2 Family/business relationships amongst interested persons | CERTAIN MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS OF THE ORGANIZATION ALSO SERVE ON THE BOARD OF DIRECTORS AND/OR AS OFFICERS OF RELATED TAXABLE ENTITIES Business relationship - Business relationship |
| Form 990, Part VI, Line 3 Delegation of management duties | TOTAL HEALTH CARE, INC. ENTERED INTO AN AGREEMENT WITH PRIORITY HEALTH MANAGED BENEFITS, INC., A WHOLLY OWNED SUBSIDIARY OF BHSH SYSTEM, TO PROVIDE PERSONNEL, OFFICE SPACE, AND SUPPLIES NECESSARY FOR TOTAL HEALTH CARE USA, INC. AND TOTAL HEALTH CARE, INC. TO CARRY OUT BUSINESS OPERATIONS. PRIORITY HEALTH MANAGED BENEFITS, INC. FACILITATES PAYMENT OF MOST MANAGEMENT, OPERATIONAL, AND ADMINISTRATIVE EXPENSES ON BEHALF OF TOTAL HEALTH CARE USA, INC. AND TOTAL HEALTH CARE, INC. |
| Form 990, Part VI, Line 6 Classes of members or stockholders | THE SOLE MEMBER IS PRIORITY HEALTH, INC. (EIN 38-2715520), a tax-exempt 501(c)(4) organization. Priority Health controls 100% of the Organization. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | PRIORITY HEALTH, INC., A RELATED 501(C)(4) ORGANIZATION, IS ABLE TO APPOINT THE BOARD OF TOTAL HEALTH CARE, INC. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by the organization's Corporate Tax Manager. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the organization's finance and legal departments (Including the SVP, Finance and SVP, General Counsel) and shared with the members of the finance committee and board of directors. 4. The organization's SVP, Finance reviews comments or questions received from members of the Board of Directors, if any, to address or to incorporate, as appropriate, into the return prior to filing. |
| Form 990, Part VI, Line 12c Conflict of interest policy | BOARD OF DIRECTORS 1. Conflicts of interest must be disclosed to other members of the Board of Directors and Board of Directors members must not vote or use personal influence on any matter in which the director has a conflict of interest. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the Board of Directors or committee considering that transaction or arrangement, but after that presentation he or she shall leave the meeting during discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The Board of Directors or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the Board of Directors and all of the organization's committees shall set forth: a) The names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) The names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the Board of Directors or committee. 7. There is an ongoing requirement that members of the board of directors complete another disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. If a member of the board of directors completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the legal and compliance departments for review. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT COMPLETES A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE COI TEAM AND ESCALATED TO THE COI COMMITTEE IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. THE DISCLOSURE QUESTIONNAIRE IS REVIEWED BY THE LEGAL AND COMPLIANCE DEPARTMENTS. 3. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF MANAGEMENT COMPLETE ANOTHER DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER EMPLOYMENT WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. IF A MEMBER OF MANAGEMENT COMPLETES A DISCLOSURE QUESTIONNAIRE AS A RESULT OF A NEW POTENTIAL CONFLICT OF INTEREST, THAT DISCLOSURE QUESTIONNAIRE IS SUBMITTED TO THE LEGAL AND COMPLIANCE DEPARTMENTS. 4. THE LEGAL AND COMPLIANCE DEPARTMENTS, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINE HOW ANY REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE THE ORGANIZATION'S EMPLOYMENT. MANAGEMENT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION. |
| Form 990, Part VI, Line 19 Required documents available to the public | The organization's Articles of Incorporation and Statutory Financial Statements are on file with the State of Michigan and available to the public on the State's website. All items are also available upon request. |
| Form 990, Part VII, Section A, Line 2 Individuals Compensated more than $100,000 | THERE ARE NO INDIVIDUALS REPORTED AS ALL ARE EMPLOYED BY THE PARENT ORGANIZATION BHSH SYSTEM. REFER TO THE DISCLOSURE FOR FORM 990, PART V, LINE 2A FOR FURTHER DETAIL. |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | INCOME FROM SUBSIDIARY EQUITY INVESTMENT - TOTAL HEALTHCARE USA - -272673; ADJUSTMENT FOR WRITE-OFF OF PAST BAD DEBT ALLOWANCE - 300004; ADJUSTMENT FOR NON-ADMITTED ASSETS - -140540; |
| Form 990, Part XII, Line 2c Audited Financial Statements | AS A RESULT OF PRIORITY HEALTH'S ACQUISITION OF TOTAL HEALTH CARE, INC., THE PRIORITY HEALTH FINANCE AND AUDIT COMMITTEE ASSUMED RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. |
| Form 990, Part XII, Line 2b Audited Financial Statements | The organization is audited annually on a stand alone basis and issued financial statements on a stand alone basis which are prepared in accordance with SAP (Statutory Accounting Principles), as required by regulatory authorities. The figures in this Form 990 reconcile to the financial statements prepared under statutory accounting principles as submitted to the State of Michigan and the National Association of Insurance Commissioners (NAIC). |
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990) 2021
Additional Data
| Software ID: | 21014044 |
| Software Version: | 2021v4.2 |