| EMPLOYEES REPORTED ON FORM W-3 |
FORM 990, PART V, LINE 2A STURDY MEMORIAL HOSPITAL IS THE COMMON PAYMASTER FOR STURDY MEMORIAL ASSOCIATES. FORM W-3 IS FILED UNDER STURDY MEMORIAL HOSPITAL'S EMPLOYEE IDENTIFICATION NUMBER, THEREFORE STURDY MEMORIAL ASSOCIATES DOES NOT FILE A W-3. THE TOTAL NUMBER OF STURDY MEMORIAL ASSOCIATES EMPLOYEES IS 493, WHICH IS LISTED ON LINE 2. |
| MEMBERS OR STOCKHOLDERS |
FORM 990, PART VI, SECTION A, LINE 6 STURDY MEMORIAL FOUNDATION, INC., A MASSACHUSETTS CHARITABLE CORPORATION, ACTING THROUGH ITS BOARD OF DIRECTORS, IS THE SOLE MEMBER OF STURDY MEMORIAL ASSOCIATES, INC. |
| MEMBERS OR STOCKHOLDERS WHO MAY ELECT MEMBERS OF GOVERNING BODY |
FORM 990, PART VI, SECTION A, LINE 7A THE TRUSTEES SHALL BE ELECTED BY THE MEMBER AT THE ANNUAL MEETING OF THE CORPORATION. THE TERM OF OFFICE FOR EACH SUCH TRUSTEE SHALL BE ONE (1) YEAR. ANY VACANCY CAUSED BY THE RESIGNATION OR REMOVAL OF A TRUSTEE SHALL BE FILLED BY THE MEMBER. |
| DECISIONS SUBJECT TO APPROVAL |
FORM 990, PART VI, SECTION A, LINE 7B ALL MATTERS INVOLVING REAL PROPERTY, INCLUDING WITHOUT NECESSARY LIMITATION, SALES, LEASES AND PURCHASES, SHALL FIRST REQUIRE APPROVAL OF THE MEMBER ACTING THROUGH THE BOARD OF DIRECTORS OF STURDY MEMORIAL FOUNDATION, INC. |
| FORM 990 REVIEW PROCESS |
FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY STURDY MEMORIALS TAX PROVIDERS, GRANT THORNTON LLP, USING INFORMATION PROVIDED BY MANAGEMENT UPON COMPLETION OF THE ANNUAL INDEPENDENT AUDIT. THE INFORMATION PROVIDED IS THE RESPONSIBILITY OF THE CFO AND THE STURDY FISCAL SERVICES DEPARTMENT. THE RETURN IS REVIEWED BY GRANT THORNTON LLP, THE CONTROLLER AND CFO. PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE, THE COMPLETE FORM AND ALL SCHEDULES ARE PROVIDED TO EVERY BOARD MEMBER AND ANY QUESTIONS ARE ANSWERED. |
| CONFLICT OF INTEREST POLICY MONITORING AND ENFORCEMENT |
FORM 990, PART VI, SECTION B, LINE 12C STURDY MEMORIAL ASSOCIATES, INC. IS AN AFFILIATE OF STURDY MEMORIAL HOSPITAL, INC. AND FOLLOWS THE HOSPITAL'S CONFLICT OF INTEREST POLICY. ALL LEADERSHIP AND BOARD MEMBERS COMPLETE AND SIGN AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. THE STATEMENT REQUIRES DISCLOSURE OF ANY OUTSIDE INTERESTS IN ANY BUSINESS, OUTSIDE ACTIVITY, GIFTS, OR ENTERTAINMENT THAT MAY HAVE INFLUENCED THE RESPONDENT. IN ADDITION, THESE SIGNED STATEMENTS ARE REVIEWED BY THE INTEGRITY OFFICER AND ANY POTENTIAL CONFLICTS ARE ADDRESSED AND RESOLVED. THE INTEGRITY OFFICER DISCUSSES DISCLOSED POTENTIAL CONFLICTS WITH EMPLOYEE AND OR OFFICER OF THE CORPORATION, SO THAT THEY UNDERSTAND WHAT CONSTITUTES AN INAPPROPRIATE BUSINESS ACTIVITY. ANY GIFTS RECEIVED THAT CREATE A CONFLICT OR ARE IN VIOLATION OF THE CONFLICT OF INTEREST POLICY MUST BE RETURNED. INDIVIDUALS WITH DOCUMENTED CONFLICTS MUST ABSTAIN FROM ANY DECISION MAKING SPECIFIC TO THE IDENTIFIED AREA. AN ANNUAL REPORT IS PREPARED AND PROVIDED TO THE HOSPITAL'S PRESIDENT AND CEO AS WELL AS BOARD OF MANAGERS; THIS COMPREHENSIVE REPORT INCLUDES ALL INTEGRITY COMPLIANCE ISSUES AS WELL AS ANY NEWLY IDENTIFIED CONFLICTS OF INTEREST. |
| PROCESS FOR DETERMINING COMPENSATION |
FORM 990, PART VI, SECTION B, LINE 15 THE CEO AND SENIOR MANAGERS, AS WELL AS ALL OTHER HOSPITAL EMPLOYEES, ARE COMPENSATED ON A MERIT SYSTEM. THE CEO AND SENIOR MANAGERS PREPARE GOALS AT THE START OF EACH FISCAL YEAR AND ARE EVALUATED FOR MERIT INCREASES BASED ON THOSE GOALS AND THEIR ACCOMPLISHMENTS RELATIVE TO THE GOALS. THE CEO'S EVALUATION EXTENDS TO HIS RESPONSIBILITIES AS THE CHIEF EXECUTIVE OF STURDY MEMORIAL ASSOCIATES AS WELL AS HIS RESPONSIBILITIES AT THE REMAINING AFFILIATED CORPORATIONS. THE CEOS COMPENSATION IS PAID ENTIRELY BY THE HOSPITAL (THERE IS NO ADDITIONAL COMPENSATION FROM THE RELATED ORGANIZATIONS). SEVERAL OF THE OTHER SENIOR MANAGERS HAVE RESPONSIBILITIES THAT EXTEND TO THE AFFILIATED CORPORATIONS AND THEIR COMPENSATION IS PAID ENTIRELY BY THE HOSPITAL AS WELL (THERE IS NO ADDITIONAL COMPENSATION FROM RELATED ORGANIZATIONS). THE CEO'S ACCOMPLISHMENTS (RELATIVE TO THE ESTABLISHED GOALS) ARE DOCUMENTED IN AN ANNUAL REPORT WHICH IS SUBMITTED TO THE EXECUTIVE COMMITTEE OF THE BOARD. THE EXECUTIVE COMMITTEE IS PROVIDED WITH COMPARATIVE MARKET DATA, OBTAINED THROUGH COMPENSATION SURVEYS PREPARED BY AN INDEPENDENT COMPENSATION CONSULTANT SPECIALIZING IN SUCH MATTERS. THE COMPARATIVE MARKET DATA CONSISTS OF NATIONAL AND REGIONAL PEER GROUPS COMPRISED OF HOSPITALS SIMILAR IN SIZE AND COMPLEXITY TO SMH. THE DATA INCLUDES COMPREHENSIVE SALARY AND BENEFITS INFORMATION FOR CEOS AND SENIOR MANAGERS (KEY EMPLOYEES) INCLUDING COMPARISON OF CASH COMPENSATION AS WELL AS TOTAL COMPENSATION INCLUDING BENEFITS. THE CONSULTANT MEETS IN PERSON OR BY PHONE WITH THE EXECUTIVE COMMITTEE TO REVIEW THE METHODOLOGY USED TO COMPLETE THE ASSESSMENT OF COMPENSATION AND TO REVIEW THE RESULTS. THE VICE PRESIDENT OF HUMAN RESOURCES PROVIDES THE CHAIRMAN WITH THE CEO'S CURRENT ACTUAL SALARY AND BENEFITS. THE CHAIRMAN OF THE BOARD OF MANAGERS PROVIDES THE ABOVE INFORMATION ALONG WITH THE ANNUAL REPORT OF THE CEO'S ACCOMPLISHMENTS (RELATIVE TO ESTABLISHED GOALS) AND A HISTORY OF THE CEO'S COMPENSATION TO THE EXECUTIVE COMMITTEE, WHICH SERVES AS THE COMPENSATION COMMITTEE FOR THIS PURPOSE. THE EXECUTIVE COMMITTEE REVIEWS THE COMPARATIVE DATA FOR CEO CASH COMPENSATION AND TOTAL COMPENSATION INCLUDING BENEFITS. BASED ON THE GOALS ACHIEVED AND THE COMPARATIVE DATA PROVIDED, THE EXECUTIVE COMMITTEE VOTES TO APPROVE THE SALARY AND BONUS OF THE CEO. A SUMMARY OF THE DISCUSSION AND THE DECISION OF THE EXECUTIVE COMMITTEE ARE REFLECTED IN THE MEETING MINUTES. THE CHAIRMAN OF THE BOARD OF MANAGERS COMMUNICATES THE DECISION REGARDING COMPENSATION CHANGES IN A LETTER TO THE VICE PRESIDENT OF HUMAN RESOURCES TO EXECUTE THE CHANGE. THE CEO USES COMPARATIVE MARKET DATA, OBTAINED FROM AN INDEPENDENT COMPENSATION CONSULTANT, FOR THE HOSPITAL SENIOR MANAGERS (KEY EMPLOYEES). THE CEO COMPARES THE SENIOR MANAGERS' CURRENT CASH COMPENSATION AND TOTAL COMPENSATION INCLUDING BENEFITS TO THE SURVEY DATA. THE SENIOR MANAGERS' PERFORMANCE IS EVALUATED BASED ON THE GOALS ESTABLISHED AT THE START OF THE YEAR. THE CEO DETERMINES THE BASE PAY AMOUNT AND BONUS FOR EACH SENIOR MANAGER BASED ON PERFORMANCE AND THE COMPENSATION SURVEY. BASE SALARY AND BONUS PAYMENTS FOR EACH SENIOR MANAGER, INCLUDING SURVEY INFORMATION, AS WELL AS AN OVERVIEW OF SENIOR MANAGEMENT PERFORMANCE RELATIVE TO THEIR GOALS, ARE REVIEWED WITH THE EXECUTIVE COMMITTEE BY THE CEO. THE EXECUTIVE COMMITTEE VOTES TO ACCEPT THE RECOMMENDATIONS OF THE CEO EXCEPT FOR THE CFO, THE EXECUTIVE COMMITTEE VOTES TO APPROVE THE CFO'S COMPENSATION. |
| HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC |
FORM 990, PART VI, SECTION C, LINE 19 STURDY MEMORIAL ASSOCIATES, INC. MAKES AVAILABLE COPIES OF ITS BY-LAWS, THE CONFLICT OF INTEREST POLICY OF STURDY MEMORIAL HOSPITAL, INC. AND FINANCIAL STATEMENTS TO THE PUBLIC UPON REQUEST. |
Attach to Form 990 or 990-EZ.