| FORM 990, PART VI, SECTION A, LINE 6 |
THE ONLY MEMBER OF THE CORPORATION SHALL BE CENTRAL MAINE MEDICAL CENTER. THE MEMBER SHALL HAVE THE FOLLOWING RIGHTS AND POWERS, AND EXCEPT AS EXPRESSLY STATED WITHIN THE BYLAWS, SHALL ALSO HAVE THE RIGHTS OF MEMBERS INCLUDING THE RIGHT TO VOTE ON ANY MATTERS ON WHICH MEMBERS MAY HAVE A RIGHT TO VOTE: (A) FIX THE NUMBER OF TRUSTEES WITHIN THE LIMITS SET FORTH IN THE ARTICLES OF INCORPORATION; (B) ELECT TRUSTEES UPON NOMINATION BY THE BOARD OF TRUSTEES OF THE CORPORATION; (C) TO REVIEW THE ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY PROPOSED UNBUDGETED CAPITAL EXPENDITURE OF $100,000 OR GREATER, ANY PROJECT INVOLVING NEW AND UNBUDGETED ANNUAL OPERATING EXPENSES OF $100,000 OR GREATER, OR THE CORPORATION INCURRING ANY UNBUDGETED LONG-TERM DEBT OF $100,000 OR GREATER, AND TO DISAPPROVE ANY SUCH BUDGET, EXPENDITURE, OR DEBT THE EXTENT THAT THE MEMBER CONCLUDES THAT IT WOULD BE FINANCIALLY DETRIMENTAL OR ECONOMICAL UNFEASIBLE TO THE CORPORATION OR THE SOLE MEMBERS; AND (D) TO APPOINT A FIRM A PUBLIC ACCOUNTANTS TO CONDUCT ANNUALLY AN INDEPENDENT AUDIT OF THE CORPORATION'S FINANCES. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE ONLY MEMBER OF THE CORPORATION SHALL BE CENTRAL MAINE MEDICAL CENTER. THE MEMBER SHALL HAVE THE FOLLOWING RIGHTS AND POWERS, AND EXCEPT AS EXPRESSLY STATED WITHIN THE BYLAWS, SHALL ALSO HAVE THE RIGHTS OF MEMBERS INCLUDING THE RIGHT TO VOTE ON ANY MATTERS ON WHICH MEMBERS MAY HAVE A RIGHT TO VOTE: (A) FIX THE NUMBER OF TRUSTEES WITHIN THE LIMITS SET FORTH IN THE ARTICLES OF INCORPORATION; (B) ELECT TRUSTEES UPON NOMINATION BY THE BOARD OF TRUSTEES OF THE CORPORATION; (C) TO REVIEW THE ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY PROPOSED UNBUDGETED CAPITAL EXPENDITURE OF $100,000 OR GREATER, ANY PROJECT INVOLVING NEW AND UNBUDGETED ANNUAL OPERATING EXPENSES OF $100,000 OR GREATER, OR THE CORPORATION INCURRING ANY UNBUDGETED LONG-TERM DEBT OF $100,000 OR GREATER, AND TO DISAPPROVE ANY SUCH BUDGET, EXPENDITURE, OR DEBT THE EXTENT THAT THE MEMBER CONCLUDES THAT IT WOULD BE FINANCIALLY DETRIMENTAL OR ECONOMICAL UNFEASIBLE TO THE CORPORATION OR THE SOLE MEMBERS; AND (D) TO APPOINT A FIRM A PUBLIC ACCOUNTANTS TO CONDUCT ANNUALLY AN INDEPENDENT AUDIT OF THE CORPORATION'S FINANCES. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE ONLY MEMBER OF THE CORPORATION SHALL BE CENTRAL MAINE MEDICAL CENTER. THE MEMBER SHALL HAVE THE FOLLOWING RIGHTS AND POWERS, AND EXCEPT AS EXPRESSLY STATED WITHIN THE BYLAWS, SHALL ALSO HAVE THE RIGHTS OF MEMBERS INCLUDING THE RIGHT TO VOTE ON ANY MATTERS ON WHICH MEMBERS MAY HAVE A RIGHT TO VOTE: (A) FIX THE NUMBER OF TRUSTEES WITHIN THE LIMITS SET FORTH IN THE ARTICLES OF INCORPORATION; (B) ELECT TRUSTEES UPON NOMINATION BY THE BOARD OF TRUSTEES OF THE CORPORATION; (C) TO REVIEW THE ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY PROPOSED UNBUDGETED CAPITAL EXPENDITURE OF $100,000 OR GREATER, ANY PROJECT INVOLVING NEW AND UNBUDGETED ANNUAL OPERATING EXPENSES OF $100,000 OR GREATER, OR THE CORPORATION INCURRING ANY UNBUDGETED LONG-TERM DEBT OF $100,000 OR GREATER, AND TO DISAPPROVE ANY SUCH BUDGET, EXPENDITURE, OR DEBT THE EXTENT THAT THE MEMBER CONCLUDES THAT IT WOULD BE FINANCIALLY DETRIMENTAL OR ECONOMICAL UNFEASIBLE TO THE CORPORATION OR THE SOLE MEMBERS; AND (D) TO APPOINT A FIRM A PUBLIC ACCOUNTANTS TO CONDUCT ANNUALLY AN INDEPENDENT AUDIT OF THE CORPORATION'S FINANCES. |
| FORM 990, PART VI, SECTION B, LINE 11B |
ALL AFFILIATED FORM 990'S AND APPLICABLE SCHEDULES ARE PREPARED BY A PUBLIC ACCOUNTING FIRM IN COOPERATION WITH THE FINANCE DEPARTMENT. THE COMPLETED RETURNS ARE REVIEWED WITH THE VICE PRESIDENT OF FINANCE THEN WITH THE CFO. FOLLOWING THAT REVIEW THEY ARE PRESENTED TO THE FINANCE COMMITTEE OF THE CENTRAL MAINE HEALTHCARE BOARD OF DIRECTORS, WHICH HAS REPRESENTATIVES FROM ALL AFFILIATED BOARDS. ONCE THIS REVIEW IS COMPLETED, ANY NECESSARY CHANGES ARE MADE AND THE FINAL RETURN IS PRESENTED TO ITS RESPECTIVE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 12C |
OFFICERS AND TRUSTEES COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT WHICH IS REVIEWED BY THE CHAIRMAN OF THE BOARD AND CONFORMS TO THE CONDITIONS CONTAINED WITHIN THE CORPORATION'S BYLAWS, WHICH MEET OR EXCEED THE CURRENT ITS REPORTING THRESHOLDS. IN AREAS OF CONFLICT BY THE CHAIRMAN, THE VICE-CHAIRMAN REVIEWS. ADDITIONALLY, AS PART OF THE ANNUAL FORM 990 PREPARATION PROCESS, A SEPARATE QUESTIONNAIRE IS PROVIDED, WHICH INCLUDES DISTRIBUTION TO KEY EMPLOYEES, COVERING REPORTING AREAS OF LOANS, GRANTS, BUSINESS RELATIONSHIPS, AND OTHER CONFLICTS. THESE QUESTIONNAIRES ARE REVIEWED BY THE FINANCE DEPARTMENT FOR REPORTABLE ITEMS FOR THE FORM 990. IN THE CASE OF A POSSIBLE CONFLICT, THE BOARD WOULD REVIEW THE SITUATION AND TAKE ACTIONS DEEMED APPROPRIATE FOR THE POSSIBLE OR ACTUAL CONFLICTS OF MEMBERS OF THE BOARD OR THE EXECUTIVE OFFICERS. IN THE CASE OF KEY EMPLOYEES, THE REVIEW AND ACTIONS TAKEN WOULD BE PERFORMED BY THEIR DIRECT SUPERVISOR. |
| FORM 990, PART VI, SECTION B, LINE 15B |
CENTRAL MAINE HEALTHCARE (CMHC) HAS ESTABLISHED AND FOLLOWS A DELIBERATIVE TRANSPARENT PROCESS WHICH MEETS IRS REGULATIONS FOR " REBUTTABLE" PRESUMPTION OF REASONABLENESS. A STANDING EXECUTIVE COMPENSATION COMMITTEE (ECC) , COMPRISED OF INDEPENDENT MEMBERS OF BOARD LEADERSHIP, EXISTS TO UNDERTAKE THE PROCESS OF DETERMINING COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF MEDICAL OFFICER, PRESIDENT OF CENTRAL MAINE MEDICAL CENTER, PHYSICIAN PRACTICE EXECUTIVE, PRESIDENT OF RUMFORD HOSPITAL, AND PRESIDENT OF BRIDGTON HOSPITAL. THE PROCESS GUIDELINES AND AUTHORITY OF THE ECC ARE SET OUT IN THE EXECUTIVE COMPENSATION PHILOSOPHY AND RESPONSIBILITIES CHARTER WHICH WAS APPROVED BY THE CMHC BOARD. THE ENTIRE CHMC BOARD PARTICIPATES IN THE ANNUAL PERFORMANCE EVALUATION OF EACH EXECUTIVE, INCLUDING A REVIEW OF ACCOMPLISHMENTS RELATIVE TO GOALS AND OBJECTIVES DERIVED FROM THE STRATEGIC PLAN. THE ECC REVIEWS THE RESULTS OF THE ANNUAL PERFORMANCE EVALUATION AND APPROPRIATE COMPARABILITY DATA BASED ON SEVERAL FACTORS RECOMMENDED BY AN INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT, WHO SPECIALIZES IN NOT-FOR-PROFIT HOSPITALS AND HEALTH SYSTEMS, AND OUR ATTORNEY'S FACTORS USED IN DETERMINING COMPARABILITY TO THE ORGANIZATION INCLUDING GEOGRAPHY, ORGANIZATIONAL COMPLEXITY, FACILITY TYPE, OWNERSHIP TYPE, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE'S CONSULTANTS, OR ITS ATTORNEYS. USING THIS INFORMATION, THE ECC ANNUALLY REVIEWS THE EXECUTIVES' COMPENSATION TO DETERMINE IF MODIFICATION TO BASE SALARY IS WARRANTED, AND REVIEWS THE EXECUTIVES' ACCOMPLISHMENTS TO DETERMINE IF ANY VARIABLE PAY IS TO BE AWARDED. THE ENTIRE PROCESS IS THEN DOCUMENTED CONTEMPORANEOUSLY WITH THE DECISION MAKING PROCESS AND APPROVED THEREAFTER IN ACCORDANCE WITH THE IRS GUIDANCE. THE COMPENSATION PAID TO KEY EMPLOYEES IS REVIEWED BY THE VICE PRESIDENT OF HUMAN RESOURCES AND ORGANIZATIONAL DEVELOPMENT. DURING THE REVIEW PROCESS, THE CENTRAL MAINE HEALTHCARE COMPENSATION MANAGER PROVIDERS MARKET DATA ON COMPARABLE POSITIONS FROM COMPARATIVE GROUPS OF HEALTHCARE ORGANIZATIONS THAT ARE APPROPRIATELY SIMILAR IN TERMS OF THEIR REVENUE, GEOGRAPHIC LOCATION, NUMBER OF EMPLOYEES, NUMBER OF STAFFED HOSPITAL BEDS, ETC. HUMAN RESOURCES PROVIDES AT A MINIMUM FOUR SETS OF COMPARABILITY DATA FROM THE MOST RECENT NATIONAL HEALTHCARE SPECIFIC COMPENSATION SURVEYS ( E. G. WATSON & WYATT, SULLIVAN & COTTER, THE HAY GROUP, MERCER, ETC) FOR REFERENCE. THESE SURVEYS REPORT PAY RATE DATA THAT IS TYPICALLY AGED LESS THAN 6 MONTHS. CENTRAL MAINE HEALTHCARE AND AFFILIATES STRIVE TO PAY AT THE MARKET AVERAGE OR SLIGHTLY ABOVE IT FOR KEY EMPLOYEES. ONCE THE COMPENSATION MANAGER AND THE VICE PRESIDENT OF HUMAN RESOURCES AND ORGANIZATIONAL DEVELOPMENT HAVE FINALIZED RECOMMENDATIONS BASED ON THIS EMPIRICAL DATA, THEY ARE PRESENTED TO THE PRESIDENTS OF EACH HOSPITAL THAT SUPERVISE THE KEY EMPLOYEES, AND THE CEO OF CENTRAL MAINE HEALTHCARE, FOR REVIEW, EDITS, AND APPROVAL. THIS PROCESS TYPICALLY OCCURS DURING THE LAST MONTH OF THE FISCAL YEAR IN PREPARATION FOR THE NEXT FISCAL YEAR. CENTRAL MANE HEALTHCARE DOCUMENTS THE BASIS FOR ITS DETERMINATION FOR KEY EMPLOYEES' COMPENSATION AND MAINTAINS THIS CONTEMPORANEOUSLY SUBSTANTIATED MATERIAL IN THE HUMAN RESOURCES DEPARTMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST IN THE ORGANIZATION'S ADMINISTRATIVE OFFICES. THE FINANCIAL STATEMENTS OF THE ORGANIZATION ARE INCLUDED IN THE MOST RECENTLY FILED FORM 990 AND PROVIDED, UPON REQUEST, IN THAT FORMAT UNLESS THE SPECIFIC REQUEST DEEMS A DIFFERENT FORMAT MORE APPROPRIATE. |
| FORM 990, PART VII, SECTION A |
BOARD MEMBER COMPENSATION: NO BOARD MEMBERS RECEIVE COMPENSATION FOR THEIR DUTIES AS DIRECTORS. JEFF BRICKMAN WAS EMPLOYED AS PRESIDENT OF CENTRAL MAINE HEALTHCARE CORPORATION AND NOW STEVEN LITTLESON IS IN THAT POSITION. BOTH JEFF BRICKMAN AND STEVEN LITTLESON WERE COMPENSATED BASED ON THEIR ROLE AS PRESIDENT. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN INTEREST IN NET ASSETS OF CMHC 1,548,090. |
Attach to Form 990 or 990-EZ.