| FORM 990, PART III, LINE 4A |
PROGRAM SERVICE ACCOMPLISHMENTS: THE PURPOSE FOR THE AFFILIATION IS TO ENSURE THE ACCESSIBILITY OF HEALTH CARE SERVICES IN THE CLEARFIELD, DUBOIS, ELK AND BROOKVILLE AREAS, ENHANCE ACCESS TO HIGH-QUALITY PATIENT CARE FACILITIES FOR PATIENTS AND MEDICAL STAFFS OF THE HOSPITALS, OFFER A BROADER RANGE OF SERVICES AND CREATE COST EFFICIENCIES IN THE DELIVERY OF HEALTH CARE SERVICES TO THE COMMUNITY. PENN HIGHLANDS HEALTHCARE EXERCISES A SUBSTANTIAL DEGREE OF DIRECTION OVER THE POLICIES, PROGRAMS AND ACTIVITIES OF THE SUPPORTED ORGANIZATIONS AND THE OTHER SUBSIDIARIES, INCLUDING OVERSEEING AND IMPLEMENTING A SYSTEM-WIDE CONFLICT OF INTEREST POLICY AND PASTORAL CARE PROGRAM. |
| FORM 990, PART VI, SECTION A, LINE 2 |
BUSINESS RELATIONSHIPS: DR. CARMINE MARCHIOLI AND DR. HAZEM EL KASSAS SHARE A BUSINESS RELATIONSHIP THROUGH OWNERSHIP IN AN UNRELATED ENTITY. COMPENSATED TRUSTEES AND OFFICERS SHARE A BUSINESS RELATIONSHIP THROUGH THEIR EMPLOYMENT WITH A RELATED ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
POWER TO ELECT OR APPOINT BOARD: THE BOARD IS COMPRISED OF INDIVIDUALS APPROVED BY RELATED TAX-EXEMPT ORGANIZATIONS PENN HIGHLANDS DUBOIS, PENN HIGHLANDS CLEARFIELD, PENN HIGHLANDS BROOKVILLE, AND PENN HIGHLANDS ELK. |
| FORM 990, PART VI, SECTION B, LINE 11B |
FORM 990 REVIEW PROCESS: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE COMPLETE FORM 990 WILL BE PROVIDED TO THE FINANCE COMMITTEE AND BOARD OF DIRECTORS. AT THAT TIME, THE COMMITTEE WILL REVIEW THE FORM 990 AND HAVE THE OPPORTUNITY TO DISCUSS ANY INFORMATION CONTAINED WITHIN THE DOCUMENT. |
| FORM 990, PART VI, SECTION B, LINE 12C |
MONITORING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY: PENN HIGHLANDS HEALTHCARE, INC. (PHH), MAINTAINS A CONFLICT OF INTEREST POLICY WHICH APPLIES TO ALL SUBSIDIARIES. THE CONFLICT OF INTERESTS POLICY APPLIES TO BOARD MEMBERS, OFFICERS, EXECUTIVE EMPLOYEES, AND ANY OTHER MANAGER OR SUPERVISOR EXERCISING SUBSTANTIAL INFLUENCE OVER OPERATIONS. EACH COVERED PERSON WILL PROMPTLY AND FULLY DISCLOSE ALL MATERIAL FACTS OF EVERY ACTUAL OR POTENTIAL DUAL INTEREST EXISTING AT THE TIME WHEN HE/SHE BECOMES A COVERED PERSON, AND ANNUALLY THROUGH EACH PHH SYSTEM ENTITY'S DISCLOSURE STATEMENT, WHICH REQUESTS DISCLOSURE OF RELATIONSHIPS, INVESTMENTS, AND TRANSACTIONS THAT MAY LEAD TO AN ACTUAL CONFLICT OF INTEREST. ALL COMPLETED DISCLOSURE STATEMENTS WILL BE PROVIDED TO THE PHH GOVERNANCE/NOMINATING COMMITTEE. THIS COMMITTEE, IN CONSULTATION WITH THE CHAIRPERSON OR VICE CHAIRPERSON OF EACH PHH SYSTEM ENTITY'S BOARD, SHALL EVALUATED THE COMPLETED DISCLOSURE STATEMENTS AND DETERMINE IF THERE ARE ANY CONFLICTS THAT ARE SO PERVASIVE AS TO RENDER ANY COVERED PERSON INELIGIBLE FOR SERVICE. THE CHAIRPERSON OF EACH PHH SYSTEM ENTITY'S BOARD WILL DISCLOSE TO THE FULL BOARD OF SAID PHH SYSTEM ENTITY ALL DUAL INTERESTS REPORTED TO HIM OR HER UNDER THE POLICY AND WILL ALSO MAKE THE DISCLOSURE STATEMENTS OF ALL COVERED PERSONS AVAILABLE TO DIRECTORS AT ANY TIME DURING THE YEAR. IF A POTENTIAL DUAL INTEREST ARISE AS A RESULT OF A CONTEMPLATED PHH SYSTEM ENTITY BOARD (OR COMMITTEE) ACTION, THE CHAIRPERSON OF SAID PHH SYSTEM ENTITY'S BOARD OF THE INTERESTED PERSON SHALL, OR ANY OTHER DIRECTOR MAY, RAISE THE QUESTION OF THE INTERESTED PERSON'S DUAL INTEREST. THE DISINTERESTED MEMBERS OF THE PHH SYSTEM ENTITY'S BOARD (OR COMMITTEE) WILL EVALUATED THE DISCLOSURES AND THE MATERIAL FACTS RELATING TO THE TRANSACTION, ARRANGEMENT, OR POLICY GIVING RISE TO THE DUAL INTEREST TO DETERMINE WHETHER THEY INVOLVE ACTUAL CONFLICTS OF INTEREST AND MAY ATTEMPT TO DEVELOP ALTERNATIVES TO REMOVE THE CONFLICT FROM THE TRANSACTION, ARRANGEMENT, OR POLICY. A COVERED PERSON WHO HAS A DUEL INTEREST SHALL NOT BE PRESENT FOR OR SHALL LEAVE ANY PORTION OF A MEETING AT WHICH A PHH SYSTEM ENTITY'S BOARD (OR COMMITTEE) IS VOTING TO DETERMINE WHETHER A CONFLICT EXISTS, BUT MAY BE PRESENT PRIOR TO THE VOTE TO MAKE A PRESENTATION TO SAID BOARD (OR COMMITTEE), TO DISCLOSE ADDITIONAL FACTS, OR TO RESPOND TO QUESTIONS. IF A PHH SYSTEM ENTITY'S BOARD (OR COMMITTEE DETERMINES THAT AN ACTUAL CONFLICT OF INTEREST EXISTS, THE INTERESTED PERSON SHALL BE SO ADVISED AND THE CHAIRPERSON OF A PHH SYSTEM ENTITY'S BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE OR DIRECT MANAGEMENT TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, IF THIS HAS NOT ALREADY BEEN DONE. ANY INTERESTED PERSON WHO HAS AN ACTUAL CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION OR ARRANGEMENT DOES NOT PARTICIPATE IN AND IS NOT PRESENT FOR THE VOTE REGARDING ANY SUCH TRANSACTION OR ARRANGEMENT. IF AN INDIVIDUAL WHOSE COMPANY OR EMPLOYER HAS A BUSINESS RELATIONSHIP WITH A PHH SYSTEM ENTITY, BUT THE INDIVIDUAL DOES NOT HAVE AN ACTUAL CONFLICT OF INTEREST WITH RESPECT TO THIS BUSINESS RELATIONSHIPS, THE INDIVIDUAL MAY NONETHELESS VOLUNTARILY RECUSE HIM/HERSELF FROM VOTING ON ANY MATTERS RELATED TO THE RELATIONSHIP. |
| FORM 990, PART VI, SECTION B, LINES 15A & 15B |
COMPENSATION DETERMINATION: THE PENN HIGHLANDS HEALTHCARE EXECUTIVE COMPENSATION COMMITTEE CONSULTS WITH THE HEALTHCARE CONSULTING FIRM, YAFEE & COMPANY TO OBTAIN COMPARABLE DATA TO MAKE RECOMMENDATIONS TO THE BOARD OF DIRECTORS REGARDING EXECUTIVE COMPENSATION. THE PENN HIGHLANDS HEALTHCARE BOARD OF DIRECTORS IS ACUTELY AWARE OF THE HEIGHTENED PUBLIC SCRUTINY OF EXECUTIVE COMPENSATION AND THE NEED TO CONSIDER REGULATORY COMPLIANCE WHEN SETTING EXECUTIVE PAY. COMPENSATION REVIEWS ARE DONE ON A CONTINUOUS BASIS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
GOVERNING DOCUMENT AVAILABILITY: THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART VII, SECTION A |
BOARD MEMBER COMPENSATION: NO TRUSTEES RECEIVE ANY COMPENSATION FOR THEIR TRUSTEE DUTIES. DR. RICHARD BEDGER IS COMPENSATED AS A PHYSICIAN AT PENN HIGHLANDS CLEARFIELD. DR. THOMAS CARNEVALE IS COMPENSATED AS A PHYSICIAN AT PENN HIGHLANDS DUBOIS. STEVE FONTAINE IS COMPENSATED AS CEO OF THE PENN HIGHLANDS HEALTHCARE SYSTEM. DR. RUSS CAMERON IS COMPENSATED AS CHIEF MEDICAL OFFICER OF THE PENN HIGHLANDS HEALTHCARE SYSTEM. MARK NORMAN IS COMPENSATED AS CHIEF OPERATING OFFICER OF THE PENN HIGHLANDS HEALTHCARE SYSTEM. |
| FORM 990, PART XI, LINE 9 |
OTHER CHANGES IN NET ASSETS: $ 499,810 CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENT 29,734,257 INVESTMENT IN EQUITY INVESTEE* ----------- $ 30,234,067 *THIS ADJUSTMENT CONSISTS OF A PRIOR INVESTMENT IN TAX-EXEMPT AFFILIATES. THE AMOUNT HAS ALWAYS BEEN SHOWN ON THE AUDITED FINANCIAL STATEMENTS, BUT HAS NOT HISTORICALLY BEEN SHOWN ON THE ORGANIZATION'S FORM 990. |
| FORM 990 PART IX LINE 11G |
DESCRIPTION:OUTSIDE SERVICES TOTAL FEES:1840555 |
| FORM 990 PART IX LINE 11G |
DESCRIPTION:CONSULTING SERVICES TOTAL FEES:919255 |
| FORM 990 PART IX LINE 11G |
DESCRIPTION:PROFESSIONAL FEES TOTAL FEES:25318 |
Attach to Form 990 or 990-EZ.