| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et |
Timothy J. Babineau, MD, Trustee, and Mary A. Wakefield, Treasurer, are board members of VNA Technicare, Inc. (VNA), a related for-profit corporation. Dr. Babineau is a director and Ms. Wakefield is an officer of VNA. Additionally, Ms. Wakefield and Paul J. Adler, Secretary, are board members of Lifespan MSO, Inc. (MSO), a separate related for-profit organization. Mr. Adler is a director and Ms. Wakefield is an officer of MSO.Lawrence Aubin, Chairman, and Shivan Subramaniam, Trustee, are Directors of Citizens Bank. |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder |
Lifespan Corporation is the sole corporate member of NH. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body |
Effective October 23, 2012, the Board of Directors of Lifespan and the Boards of Trustees of Rhode Island Hospital, The Miriam Hospital, Newport Health Care Corporation, NH, and Emma Pendleton Bradley Hospital approved a restructuring of their governance. The restructuring has increased governance effectiveness and has streamlined governance operation, as well as provided a single strategic perspective for the Lifespan system hospitals. Pursuant to the restructuring, the bylaws of each of the affiliates were amended such that the composition of the boards of trustees of each of the hospitals and Newport Health Care Corporation is defined as those persons serving from time to time as the directors of Lifespan. As a result, the Boards of each entity are comprised of the same individuals. The Board of each entity retains its responsibilities and authorities notwithstanding the revision in its composition. The Board of Directors of Lifespan consists of not less than fourteen nor more than thirty-one directors, including the President and CEO of Lifespan, who serves ex-officio with vote.Additionally, the bylaws of NH confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove NH trustees and to approve the election of and to remove certain officers. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders |
The NH Board is comprised of the same individuals who serve on the Lifespan Board. Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. |
| Form 990, Part VI, Line 11b: Form 990 Review Process |
The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP (KPMG). The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager, the Director of Finance, and the Vice President of Finance - Corporate Services. The Form 990 is forwarded to KPMG for further review. KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form, along with a video presentation detailing form highlights, are posted to NH's Board of Directors website portal in advance of its next Board meeting, at which all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available |
Lifespan, as well as the Newport Hospital Obligated Group (NH and Newport Hospital Foundation), currently make their annual and quarterly consolidated/combined financial statements available to the public via DAC (Digital Assurance Certification LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's and the Newport Hospital Obligated Group's financial information to repositories and investors alike. Newport Hospital's financial statements are included in the Newport Hospital Obligated Group's combined financial statements. NH's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Change in Funded Status of Pension Plan = -$4816900 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Decrease in Net Assets of NHF = -$6079552 |
| Other Changes In Net Assets Or Fund Balances - Other Increases |
Transfer From Newport Health Property Management = $1671176 |
| Form 990, Part III, Line 4a |
NH first received the Magnet designation from the American Nurses Credentialing Center (ANCC) in 2004. Of more than 5,000 hospitals in the United States, only about 4 percent have achieved Magnet status. Standards for Magnet status are rigorous and include not only outstanding patient care but also best practices in nursing, management philosophy, national standards for quality improvement, leadership by the chief nursing officer, nurse education levels, and professional models of care. The Magnet process is continuous; Magnet once again redesignated NH in 2009 and 2014.The Noreen Stonor Drexel Birthing Center at NH has received the prestigious Baby Friendly designation from the World Health Organization and UNICEF. NH is recognized for providing an optimal environment for the promotion, protection, and support of breastfeeding. Hospitals are awarded this status only when trained, independent evaluators have determined that all hospital practices meet the rigorous Baby Friendly standards.NH was tied for first place, with The Miriam Hospital, in the U.S News & World Report's best regional hospitals ranking, the only two hospitals in Rhode Island to make the list.NH was selected as a Guardian of Excellence Award recipient for the quality of its inpatient rehabilitation. Deemed to be in the top 95th percentile or above by the awarding group, Press Ganey Associates, NH recently expanded its rehabilitation capacity with the creation of a physiatry service line and the addition of two physiatrists. The new staff work closely with NHs Vanderbilt Rehabilitation Center staff, providing medical support, enhanced services, and continuum of care after discharge. NH has developed formal and informal educational affiliations with the University of Rhode Island College of Nursing; Community College of Rhode Island; Salve Regina University; and the University of Massachusetts-Dartmouth, pursuant to which their nursing students obtain clinical training and experience at NH, which does not receive any compensation from the various schools for providing a clinical setting for the student nurse training.NH provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals up to three times the poverty level. In addition, a substantial discount is offered to all other uninsured patients equal to the Medicare program. NH determines the cost associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total net cost incurred by NH to provide charity care amounted to $857,649 in fiscal 2016. Charges forgone, based on established rates, amounted to approximately $4,797,000.NH substantially subsidized various health services including adult psychiatry, Vanderbilt Rehabilitation, and obstetrics at a net cost of $3,468,948 in fiscal year 2016.NH also provides numerous other services to the community for which charges are not generated. These services include certain emergency services, community health screenings for cardiac health, prostate cancer and other diseases, smoking cessation, immunization and nutrition programs, diabetes education, community health training programs, patient advocacy, foreign language translation, physician referral services, and charitable contributions. The net cost of these services amounted to $240,547 in fiscal year 2016.NH subsidizes the cost of treating patients who receive government assistance where reimbursement is below cost. Medicaid is a means-tested health insurance program, jointly funded by state and federal governments. States administer the program and set rules for eligibility, benefits, and provider payments within broad federal guidelines. The program provides health care coverage to low-income children and families, pregnant women, long-term unemployed adults, seniors, and persons with disabilities. Eligibility is determined by a variety of factors, which include income relative to the federal poverty line, age and immigration status, and assets. |
| Form 990, Part III, Line 4b |
Outpatient services include an emergency department, diagnostic medical imaging, laboratory, Vanderbilt Rehabilitation, and wound care, among others. The Emergency Department (ED) is open and staffed 24 hours a day, 365 days a year, with emergency medicine physicians and specially trained physician assistants and nurses. The ED, in accordance with the hospital's mission and civic obligations, treats every person who seeks care, regardless of their ability to pay. NH substantially subsidizes various health services including adult psychiatry, Vanderbilt Rehabilitation, occupational health, and certain other specialty services. |
| Form 990, Part VI, Section A, Line 1b: |
*Lawrence A. Aubin, Chair, is the owner of Lawrence Investments, LLC, with which Lifespan entered into a ten-year operating lease of certain health care facilities in July 2015. During fiscal year 2016, Lifespan paid rent to Lawrence Investments, LLC under the terms of this lease.*Edward Feldstein, Director, is a partner in Roberts, Carroll, Feldstein, andPeirce, a law firm that provides legal services to Lifespan Risk Services, Inc. onbehalf of various Lifespan affiliates.*The spouse of Pamela Harrop, Trustee, is employed as a cardiologist by TMH. *Brian J. Zink, MD, Trustee, received taxable tuition reimbursement from RIH. |
| Form 990, Part VI, Section B, Line 12c |
Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Newport Hospital, and administered by Lifespan's Corporate Compliance Department as follows:Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan. |
| Form 990, Part VI, Section B, Lines 15a and b |
The following applies to Lifespan and all of its affiliates, including Newport Hospital:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies both with law and contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan and affiliate Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. The independent consultants are not engaged by management to perform any services for Lifespan without prior approval by the Committee.Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, certain members of the Lifespan CEO's Council work with the Committee's independent compensation consultant or rely on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude through acceptance of a reasonable compensation offer. |
| Form 990, Part XII, Line 2: |
NH produced audited financial statements as of and for the year ended September 30, 2016. Additionally, it was included in Newport Health Care Corporation's audited combined financial statements as well as Lifespan Corporation's audited consolidated financial statements, in which one column is used for the Newport Hospital Obligated Group, which includes Newport Hospital and Newport Hospital Foundation. The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant. |
| Schedule H, Part V, Line 10a: |
The URL to view NH's most recently adopted implementation strategy is below:https://www.lifespan.org/sites/default/files/lifespan-files/documents/centers/lifespan-community-health/Newport-Hospital-2016-CHNA.pdfPlease refer to page 16 of the CHNA to view the implementation strategy. |
| Schedule H, Part V, Line 16b: |
The URL to view and download NH's FAP application form is below:https://www.lifespan.org/uploadedFiles/Lifespan/Content/Patient_Financial_Services/Lifespan-FAF-ENG.pdf |
| Schedule H, Part V, Line 16c: |
The URL to view NH's plain language summary of the FAP is below:https://www.lifespan.org/sites/default/files/lifespan-files/documents/lifespan-main/pfs/Lifespan-Financial-Assistance-Summary.pdf |
| Schedule H, Part V, Line 7: |
The NH website which makes the hospital's CHNA report widely available is located at the following URL:https://www.lifespan.org/centers-services/lifespan-community-health-institute/community-health-reports-and-resources |
Attach to Form 990 or 990-EZ.