Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and 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 | |||||
| (A)
ROBERT PACKER HOSPITAL |
240795463 | 3 | Yes | 0 | 0 | |
| (B)
DONALD GUTHRIE FOUNDATION |
246022957 | 4 | Yes | 0 | 0 | |
| (C)
TROY COMMUNITY HOSPITAL |
240800337 | 3 | Yes | 0 | 0 | |
| (D)
CORNING HOSPITAL |
160393490 | 3 | Yes | 0 | 0 | |
| (E)
GUTHRIE MEDICAL GROUP PC |
250815795 | 3 | Yes | 0 | 0 | |
| (F)
SAYRE HOUSE OF HOPE |
203979472 | 7 | Yes | 0 | 0 | |
| (G)
GUTHRIE HOME CARE |
232394345 | 10 | Yes | 0 | 0 | |
| (H)
GUTHRIE CORTLAND MEDICAL CENTER |
150532079 | 3 | Yes | 0 | 0 | |
| (I)
REGIONAL MEDICAL PRACTICE PC |
204848729 | 3 | Yes | 0 | 0 | |
|
Total 9
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 on 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) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 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 0.015 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 0.035 | 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 | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART IV, SECTION A, LINE 1 | THE GUTHRIE RISK RETENTION GROUP'S PRIMARY PURPOSE IS TO SUPPORT THE CHARITABLE PURPOSES OF THE GUTHRIE CLINIC, CORNING HOSPITAL, ROBERT PACKER HOSPITAL, AND THE GUTHRIE EXEMPT AFFILIATES, EACH OF WHICH IS EXEMPT FROM FEDERAL INCOME TAX AND IS A CORPORATION OF THE TYPE DESCRIBED IN SECTION 501(C)(3) OF THE CODE, BY PROVIDING INSURANCE AND/OR CLAIMS DEFENSE, ADMINISTRATION, AND INDEMNITY TO, OR IN RESPECT OF, RISKS PRESENTED BY AND ACTIVITIES ENGAGED IN BY THE GUTHRIE CLINIC, CORNING HOSPITAL, ROBERT PACKER HOSPITAL, AND/OR THE GUTHRIE EXEMPT AFFILIATES, TOGETHER WITH THEIR RESPECTIVE EMPLOYEES AND OTHERS PROVIDING SERVICES ON BEHALF OF AND WITHIN THE SCOPE OF THE EXEMPT ACTIVITIES ENGAGED IN BY THE GUTHRIE CLINIC, CORNING HOSPITAL, ROBERT PACKER HOSPITAL, AND/OR THE GUTHRIE EXEMPT AFFILIATES. THE SUPPORTED ORGANIZATIONS ARE LISTED BY NAME ON THE GUTHRIE RISK RETENTION GROUP INSURANCE POLICIES. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| CORE FORM, PART I, LINES 3 & 4 & PART VI, SECTION A; Q'S 1A & 1B | This organization is an affiliate within the Guthrie Clinic and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The Guthrie Clinic is the tax-exempt parent entity of the system. Although this federal form 990 shows a minority of independent members of the organization's governing body under the internal revenue code definition, this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(3) and whose sole member is The Guthrie Clinic ("TGC"); an internal revenue code section 501(c)(3) tax-exempt organization. TGC is governed by a board whose majority is comprised of independent voting members. |
| CORE FORM, PART V; QUESTION 15 | Edmund Sabanegh, m.d. is listed as an officer and a trustee on this form 990. This is his sole role with the organization. He provides no services to or for the organization and is not involved in the management or day to day activities of this organization. Dr. Sabanegh is employed by a related organization and works full time in this capacity for the guthrie clinic. Accordingly, his common law employer/employee relationship is with the guthrie clinic (ein: 23-3055017). The guthrie clinic filed a 2022 form 4720 which included a remittance of excise tax related to dr. SABANEGH's compensation in excess of $1m. |
| CORE FORM, PART III, STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS | Guthrie Risk Retention Group ("GRRG"the Company") commenced operations on July 1, 2004, as a risk retention group under the captive insurance laws of the State of South Carolina. GRRG is organized as a special purpose not-for-profit captive. As a not-for-profit corporation, GRRG is a member organization and no stock is issued. The members are entitled to receive the net assets of GRRG upon dissolution. GRRG operates as a risk retention group under the Federal Liability Risk Retention Act of 1986 and was formed to provide medical professional liability and comprehensive general liability to The Guthrie Clinic (and its affiliates); an Internal Revenue Code Section 501(c)(3) tax-exempt organization and the parent of an integrated healthcare delivery system. GRRG provides medical professional liability and comprehensive general liability coverage to The Guthrie Clinic and affiliates ("Guthrie"), including Robert Packer Hospital and Corning Hospital in the Commonwealth of Pennsylvania and the State of New York; both of which are recognized by the IRS as Internal Revenue Code Section 501(c)(3) tax-exempt organizations. Through the activities of Guthrie; The Guthrie Clinic provides charitable community-based healthcare services and programs to improve the health and well-being of the people and communities served by its facilities and providers. Guthrie providers and facilities provide care to patients who meet certain criteria under its charity care policy without charge or at amounts less than its established rates. As part of its charitable mission, Guthrie provides care through its hospital emergency departments. It ensures that an emergency-based treatment or hospital admission is not delayed or denied pending determination of coverage or a requirement for prepayment or deposit. In addition to the charity care program and the emergency department policy, Guthrie supports and offers numerous other charitable community activities. Examples of these activities include medical education for physicians and nurses, the trauma program, and medical research. Guthrie also provides services to patients who participate in the Medicaid programs. Revenues generated from patients who participate in the Medicaid program are subject to substantial discounts that result in reimbursement for services rendered below the cost of providing such services. In order for patients to meet the guidelines for the Medicaid program, various income-based criteria must be met that validate patients' inability to pay for services and ineligibility under other programs. Other Guthrie charitable activities include providing primary care and specialty physician services, as well as operating a tertiary care teaching hospital, community hospitals, a research institute, home care, and hospice care. The Guthrie Research Institute and Guthrie Clinical Research functions of the Donald Guthrie Foundation, a subsidiary of The Guthrie Clinic, furthers these charitable activities through providing patient access to the region's largest panel of clinical trials. The facilities and provider offices of Guthrie are located in 23 communities throughout the northern tier of Pennsylvania and southern tier of New York, with the greatest concentration of services provided principally in Bradford County, Pennsylvania and Chemung and Steuben Counties, New York. The vision of Guthrie is to help shape the delivery of health care in the region through working collaboratively with physicians and other providers, and by distributing its services throughout the region based on community needs. Guthrie seeks to be the provider of choice for patients in the twin tier region, and to be recognized for its superior quality and service. It also strives to advance the practice of medicine through its commitment to teaching and research. The Guthrie Clinic has developed certain guiding principles for the provision of patient care, which include a commitment to the following: - practice of clinical excellence, - utilization of the synergy of a multi-specialty medical group practice, - development of an integrated system that provides a continuum of care, - provision of local access to care through support of a regional medical office network, - provision of services to a distinct geographic region, and - proactive operations. |
| CORE FORM, PART VI, SECTION A; QUESTION 3 | GAVIN FOGGON, SECRETARY-DIRECTOR, IS EMPLOYED BY MARSH MANAGEMENT SERVICES, INC., THE FIRM THAT PROVIDES CAPTIVE MANAGEMENT SERVICES TO GUTHRIE RISK RETENTION GROUP. A PORTION OF THEIR COMPENSATION MAY BE ALLOCABLE TO WORK PERFORMED FOR THE GUTHRIE RISK RETENTION GROUP. |
| CORE FORM, PART VI, SECTION A; QUESTIONS 6 & 7 | THE GUTHRIE CLINIC HAS THE CONTROLLING MEMBERSHIP INTEREST IN THE GUTHRIE RISK RETENTION GROUP. THE GUTHRIE CLINIC, ROBERT PACKER HOSPITAL, AND CORNING HOSPITAL ARE MEMBERS OF THE GUTHRIE RISK RETENTION GROUP. GUTHRIE EXEMPT AFFILIATES CAN BE ISSUED REGULAR MEMBERSHIP INTERESTS. THE GUTHRIE CLINIC, AS THE CONTROLLING MEMBER, HAS THE SOLE RIGHT AND AUTHORITY TO APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS. GUTHRIE RISK RETENTION GROUP'S BOARD OF DIRECTORS REPORTS TO THE GUTHRIE CLINIC, THE CONTROLLING MEMBER. CERTAIN DECISIONS OF THE GUTHRIE RISK RETENTION GROUP ARE SUBJECT TO THE APPROVAL OF THE GUTHRIE CLINIC. |
| CORE FORM, PART VI, SECTION B; QUESTION 11B | THE ORGANIZATION IS AN AFFILIATE WITHIN THE GUTHRIE CLINIC AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE GUTHRIE CLINIC IS THE TAX-EXEMPT PARENT ENTITY OF THE SYSTEM. THE ORGANIZATION'S FEDERAL FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY (ITS BOARD OF DIRECTORS) PRIOR TO THE FILING OF THE FEDERAL FORM 990 WITH THE INTERNAL REVENUE SERVICE ("IRS"). AS PART OF THE TAX RETURN PREPARATION PROCESS THE ORGANIZATION HIRED A PROFESSIONAL CERTIFIED PUBLIC ACCOUNTING ("CPA") FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRM'S TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP OF THE ORGANIZATION TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP FOR THEIR REVIEW. THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENTS WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990 WHERE NECESSARY AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP FOR FINAL REVIEW AND APPROVAL. FOLLOWING THIS REVIEW, THE FINAL FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF THIS ORGANIZATION'S GOVERNING BODY PRIOR TO FILING WITH THE IRS. |
| CORE FORM, PART VI, SECTION B; QUESTION 12 | THE CONFLICT OF INTEREST DISCLOSURE POLICY SETS FORTH THAT ALL PERSONS, INCLUDING EMPLOYEES, AGENTS AND BOARD/COMMITTEE MEMBERS, PARTICULARLY THOSE INVOLVED IN DECISION-MAKING FOR THE GUTHRIE CLINIC ("TGC"), ACT IN AN APPROPRIATE MANNER AND WILL NOT PARTICIPATE IN ANY ACTIONS THAT MIGHT CREATE A PERSONAL OR PROFESSIONAL CONFLICT OF INTEREST AND/OR NOT BE IN THE BEST INTEREST OF TGC. ALL MEMBERS OF ANY TGC BOARD/COMMITTEE AND TGC SENIOR MANAGEMENT MUST MAKE FULL DISCLOSURE OF ANY POSSIBLE CONFLICT OF INTEREST THROUGH THE USE OF THE CONFLICT OF INTEREST DISCLOSURE FORM AND REFRAIN FROM VOTING OR PARTICIPATING IN DECISION-MAKING INVOLVING ANY POSSIBLE CONFLICT OF INTEREST. THE FORM IS DISTRIBUTED TO ALL BOARD/COMMITTEE MEMBERS AND EMPLOYEES (WHEN APPLICABLE) ANNUALLY BY THE TGC ADMINISTRATION OFFICE. TGC BOARD/COMMITTEE MEMBERS OR EMPLOYEES MUST COMPLETE THE CONFLICT OF INTEREST DISCLOSURE FORM. THIS FORM SHOULD BE COMPLETED WHEN THERE IS ANY SITUATION WHERE A POSSIBLE CONFLICT OF INTEREST EXISTS, AND/OR ON AN ANNUAL BASIS AND/OR AT THE TIME OF APPOINTMENT OR ELECTION OF NEW BOARD/COMMITTEE MEMBERS. IF THE FORM IS NOT COMPLETED WITHIN 13 MONTHS OF THE LAST SIGNING, THE TGC BOARD CHAIRMAN WILL BE ADVISED. ANY INDIVIDUAL HAVING A CONFLICT OF INTEREST OR POSSIBLE CONFLICT OF INTEREST ON ANY MATTER SHOULD EXCUSE THEMSELVES FROM THE PORTION OF THE MEETING OR MEETINGS WHERE THE MATTER IS DISCUSSED AND NOT VOTE OR USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER. THE MINUTES OF THE MEETING OR MEETINGS SHOULD REFLECT THE DISCLOSURE, THE ABSTENTION FROM VOTING, AND ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST EXISTED. |
| CORE FORM, PART VI, SECTION B; QUESTION 15 | THE ORGANIZATION IS AN AFFILIATE WITHIN THE GUTHRIE CLINIC AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM WHICH INCLUDES THE GUTHRIE CLINIC ("TGC"); A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. TGC'S BOARD OF DIRECTORS MAINTAINS THE GUTHRIE CLINIC COMPENSATION COMMITTEE ("COMMITTEE"). THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF TGC'S SENIOR MANAGEMENT. THE COMMITTEE ALSO REVIEWS THE COMPENSATION AND BENEFITS OF OTHER OFFICERS AND KEY EMPLOYEES OF THE GUTHRIE CLINIC AND AFFILIATES; INCLUDING, WITHOUT LIMITATION, THE CHIEF EXECUTIVE OFFICERS OF THE GUTHRIE CLINIC AND AFFILIATES HOSPITALS AND MEDICAL CENTERS. THE COMMITTEE, WHICH IS REQUIRED BY THE CORPORATION'S BYLAWS TO BE COMPRISED SOLELY OF INDEPENDENT DIRECTORS, SEEKS GUIDANCE AND SUBSTANTIATION FROM A NATIONALLY RECOGNIZED COMPENSATION CONSULTANT. THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE INDIVIDUALS WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT OF THE ORGANIZATION IS REASONABLE. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY, THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEW OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING, BUT NOT LIMITED TO, SIMILARLY SIZED HEALTHCARE SYSTEMS AND HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS APPLIES TO CERTAIN TGC SENIOR MANAGEMENT PERSONNEL. THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990, WHERE APPLICABLE, ARE REVIEWED ANNUALLY BY THE GUTHRIE CLINIC AND AFFILIATES PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE ORGANIZATION'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE ORGANIZATION. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS. |
| CORE FORM, PART VI, SECTION C; QUESTION 19 | THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. |
| CORE FORM, PART VII AND SCHEDULE J | CORE FORM, PART VII AND SCHEDULE J REFLECT CERTAIN BOARD MEMBERS AND OFFICERS RECEIVING COMPENSATION AND BENEFITS FROM A RELATED ORGANIZATION. PLEASE NOTE THIS REMUNERATION WAS FOR SERVICES RENDERED AS FULL-TIME EMPLOYEES OF A RELATED ORGANIZATION AND NOT FOR SERVICES RENDERED AS A VOTING MEMBER OR OFFICER OF THIS ORGANIZATION'S BOARD OF DIRECTORS. |
| CORE FORM, PART VII, SECTION A, COLUMN B | THIS ORGANIZATION IS AN AFFILIATE WITHIN THE GUTHRIE CLINIC AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE SYSTEM INCLUDES BOTH FOR-PROFIT AND NOT FOR-PROFIT ORGANIZATIONS. CERTAIN BOARD OF DIRECTORS MEMBERS, OFFICERS AND/OR DIRECTORS LISTED ON CORE FORM, PART VII AND SCHEDULE J OF THIS FORM 990 MAY HOLD SIMILAR POSITIONS WITH BOTH THIS ORGANIZATION AND OTHER AFFILIATES WITHIN THE SYSTEM. THE HOURS SHOWN ON THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE NO COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, REPRESENT THE ESTIMATED HOURS DEVOTED PER WEEK FOR THIS ORGANIZATION. TO THE EXTENT THESE INDIVIDUALS SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF OTHER RELATED ORGANIZATIONS IN THE SYSTEM, THEIR RESPECTIVE HOURS PER WEEK PER ORGANIZATION ARE APPROXIMATELY THE SAME AS REFLECTED IN CORE FORM, PART VII OF THIS FORM 990. THE HOURS REFLECTED ON CORE FORM, PART VII OF THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, PAID OFFICERS AND KEY EMPLOYEES, REFLECT TOTAL HOURS WORKED PER WEEK ON BEHALF OF THE GUTHRIE CLINIC AND AFFILIATES; NOT SOLELY THIS ORGANIZATION. |
| CORE FORM, PART XII; QUESTION 2 | THE ORGANIZATION IS AN AFFILIATE WITHIN THE GUTHRIE CLINIC AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE GUTHRIE CLINIC IS THE TAX-EXEMPT PARENT ENTITY OF THE SYSTEM. AN INDEPENDENT CPA FIRM AUDITED THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GUTHRIE CLINIC AND ALL ENTITIES WITHIN THE SYSTEM FOR THE YEARS ENDED JUNE 30, 2023 AND JUNE 30, 2022; RESPECTIVELY. THE INDEPENDENT CPA FIRM ISSUED AN UNMODIFIED OPINION WITH RESPECT TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS. IN ADDITION, AN INDEPENDENT CPA FIRM AUDITED THE FINANCIAL STATEMENTS OF GUTHRIE RISK RETENTION GROUP FOR THE YEARS ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021; RESPECTIVELY. THE INDEPENDENT CPA FIRM ISSUED AN UNMODIFIED OPINION WITH RESPECT TO THE AUDITED FINANCIAL STATEMENTS. THE GUTHRIE RISK RETENTION GROUP'S BOARD OF DIRECTORS HAS ASSUMED RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS, AND THE SELECTION OF AN INDEPENDENT AUDITOR. |
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