| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body |
THE CHANCELLOR OF THE UNIVERSITY OF MASSACHUSETTS MEDICAL SCHOOL HAS CONTROL OVER 4 TRUSTEE SEATS OF THE ORGANIZATION. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body |
SECTIONS OF THE CORE FORM 990 RELATED TO EXECUTIVE COMPENSATION AND SCHEDULE J ARE REVIEWED IN DETAIL WITH THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD. THE COMPLIANCE COMMITTEE OF THE BOARD REVIEWS ALL CONTENT ASSOCIATED WITH SCHEDULE L THE AUDIT COMMITTEE OF THE BOARD REVIEWS THE FORM 990 INCLUDING THE ABOVE SCHEDULES AND RECOMMENDS THE FORM 990 TO THE FULL BOARD FOR APPROVAL THE FULL BOARD IS GIVEN ACCESS TO THE FORM 990. |
| Form 990, Part VI, Line 12c Conflict of interest policy |
THE CONFLICT OF INTEREST POLICY REQUIRES BOARD MEMBERS AND MANAGEMENT TO COMPLETE ANNUAL DISCLOSURE STATEMENTS AND, TO UPDATE THESE DISCLOSURE STATEMENTS FOR SIGNIFICANT CHANGES IN THEIR OUTSIDE GOVERNANCE AND PROFESSIONAL ACTIVITIES OR, FINANCIAL RELATIONSHIPS AS APPROPRIATE. ADDITIONALLY, ALL TRANSACTIONS INVOLVING BOARD MEMBERS OR MANAGEMENT AND THE ORGANIZATION ARE REQUIRED TO BE APPROVED BY THE COMPLIANCE COMMITTEE OF THE BOARD. The following groups of individuals are covered by this policy: a. All Trustees/Directors: all UMM entities b. UMMHC/UMMMC/UMMMG: Dept Heads and above; selected others c. Physicians: all employed physicians, members of any board committee, members of Medical Staff Executive Committees; others as determined appropriate THERE IS ACTIVE MONITORING by the UMMHC Dept. of Compliance AND COMMUNICATION TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION, PURCHASING OR RESEARCH DECISIONS. Any conflicts identified are reported to the appropriate officer and/or governing body. We have an appropriate management plan with any individuals with outside relationships that require mitigation. Where it is necessary, individuals may provide subject matter expertise however they have no influence or authorization of decisions for the organization. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official |
Compensation matters involving the CEO and Senior Executives are overseen by the Compensation Committee of the Board, which was designated this authority by the Organization's Board of Trustees. The Compensation Committee approved a Compensation Philosophy and Policy which govern compensation matters. THE PHILOSOPHY INCLUDES THE OBJECTIVES OF THE PROGRAM COMPONENTS OF EXECUTIVE COMPENSATION, THE RELEVANT MARKET POSITIONING IN THE MARKET FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE. Independent outside compensation consultant is hired by and reports to the Compensation Committee of the Board and provides advice to the Committee on compensation matters. THE COMMITTEE WORKS WITH THESE CONSULTANTS AND WITH LEGAL COUNSEL TO ENSURE THAT ALL COMPENSATION PAID, AS WELL AS THE PROCESS FOLLOWED TO DETERMINE SUCH COMPENSATION IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITH THE RELEVANT MARKET. During the fiscal year, the Compensation Committee meet to review and vote on the compensation for the CEO and key personnel. The Compensation Committee voted and approved the CEO compensation at their annual meeting in March 2017. All other key personnel were voted and approved at the annual meeting in December 2016. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees |
Tier Title Review date: A President, CEO March 2017 B Exec VP/COO UMMMG December 2016 B President, UMMH & CAO/CLO, UMMHC December 2016 B Chief Physician Executive December 2016 B President, Medical Center December 2016 B Exec VP, CFO December 2016 C President, Clinton Hospital Assoc. December 2016 C SVP, Chf of Staff &Chf Mktg Ofc December 2016 C Sr VP, Community Practices December 2016 C VP/Chief Financial Officer Med Center December 2016 C VP, Chief Corporate Compliance December 2016 C VP of Finance/Corp Controller December 2016 C Sr VP, Operations (UMMMC) December 2016 C Sr VP, Operations (UMMMC) December 2016 C Sr VP, Chief Facilities Officer December 2016 C Sr VP, Operations (UMMMC) December 2016 C SVP, Pop Hlth & President, ACO December 2016 C Sr VP, General Counsel-PGL December 2016 C Sr VP, Chief Info Officer December 2016 C Sr VP, Chief HR Officer December 2016 C Exec VP, COO December 2016 C President, HealthAlliance December 2016 C President, Marlborough Hospital December 2016 C President, Communty HlthLink December 2016 |
| Form 990, Part VI, Line 19 Required documents available to the public |
UMASS MEMORIAL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AS REQUIRED BY APPLICABLE STATE AND FEDERAL LAWS AND BY REQUEST ON A CASE BY-CASE BASIS. |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances |
Net assets released from restrictions for operations - 326939; Transfers (to) from related parties - XXX-XX-XXXX; Temporary Restricted Expenditures - -8201590; Change in the present value of annuity - -368068; Pledges written off - -15000; Transfer out of the endowment - -2336395; |
| Form 990, Part XII, Line 2c Change of oversight process or selection process |
THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT PUBLIC ACCOUNTING FIRM ON A CONSOLIDATED BASIS. THE ORGANIZATION HAS AN AUDIT COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT OF ITS CONSOLIDATED FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT PUBLIC ACCOUNTING FIRM. THE PARENT IS INCLUDED IN UMASS MEMORIAL HEALTH CARE INC AND AFFILIATE'S CONSOLIDATED FINANCIAL STATEMENTS. |
| Form 990, Part VI, Line 8a and 8b |
The organization documents the board and committee meetings by taking minutes, which include all meeting discussions and actions. These written minutes are then approved at the following board and committee meetings. |
| Part VII Section A Various board titles |
David L. Bennett Director, UMass Memorial Health Care, Inc. Douglas S. Brown PRESIDENT,UMMH & CAO/CLO,UMMHC Secretary, UMass Memorial Health Care, Inc. Edward D'Alelio Director, UMass Memorial Health Care, Inc. Edward J. Parry, III Director, UMass Memorial Health Care, Inc. Elvira Guardiola Director, UMass Memorial Health Care, Inc. Eric W. Dickson, MD President & CEO, UMass Memorial Health Care, Inc. Director, UMass Memorial Health Care, Inc. Harris L. MacNeill Director, UMass Memorial Health Care, Inc. Jack Wilson Director, UMass Memorial Health Care, Inc. Katharine Bolland Eshghi SR VP, GENERAL COUNSEL-PGL Assistant Secretary, UMass Memorial Health Care, Inc. Lynda M. Young, MD Director, UMass Memorial Health Care, Inc. Mary Ellen McNamara Director, UMass Memorial Health Care, Inc. Michael Collins, MD Director, UMass Memorial Health Care, Inc. O. Nsidinanya Okike, MD PATIENT EXPERIENCE OFFICER Director, UMass Memorial Health Care, Inc. Paul Kangas Director, UMass Memorial Health Care, Inc. Paulette Seymour-Route, Ph.D. Director, UMass Memorial Health Care, Inc. Peter Knox Director, UMass Memorial Health Care, Inc. Raymond Pawlicki Director, UMass Memorial Health Care, Inc. Richard K. Bennett Director, UMass Memorial Health Care, Inc. Richard Siegrist Chairperson, UMass Memorial Health Care, Inc. Robert W. Finberg, MD CLINICAL DEPARTMENT CHAIR Director, UMass Memorial Health Care, Inc. Sergio Melgar EXEC VP, CFO Treasurer, UMass Memorial Health Care, Inc. Terence Flotte, MD Director, UMass Memorial Health Care, Inc. |
| Other disclosure notice attached |
An insurance company refunded a premium payment of $15,103.46 in error to the President and CEO/Director in calendar 2016. This was identified and corrected in calendar year 2017. For 409(A) compliance purposes, § 409A Relief Under § VI.B of Notice 2008-113 is attached to this return. |
Attach to Form 990 or 990-EZ.