2024-08-15T11:56:42-05:00 2023-09-30 135565207 KPMG LLP 60 SOUTH STREET BOSTON MA 02111 990 2022-10-01 043373331 BOSTON MEDICAL CENTER HEALTH PLAN INC BOST 6177486000 100 CITY SQUARE SUITE 200 CHARLESTOWN MA 02129 DARREN BENNETT CHIEF FINANCIAL OFFICER 6177486000 2024-08-14 1 0 ZELJKO POPOVIC P01795951 6179881000 2024-08-14 2022 2024-08-08 14:25:15Z X WELLSENSE HEALTH PLAN HEATHER THILTGEN 100 CITY SQUARE SUITE 200 CHARLESTOWN MA 02129 4305973120 0 X WWW.WELLSENSE.ORG X 1997 MA WELLSENSE IS ORGANIZED AND SHALL OPERATE AS A NONPROFIT CORPORATION EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT BOSTON MEDICAL CENTER CORPORATION AND TO PROVIDE ACCESS TO EFFECTIVE, EFFICIENT MEDICAL CARE AMONG LOW INCOME, UNDERSERVED, DISABLED, ELDERLY AND OTHER VULNERABLE RESIDENTS OF THE COMMUNITY. 12 11 1292 11 0 0 0 0 3043271831 4098701726 8494277 39049082 0 0 3051766108 4137750808 0 0 2748568816 3680564099 105075361 148656397 0 0 0 144878311 188504649 2998522488 4017725145 53243620 120025663 1269835591 1661209313 726332361 979617956 543503230 681591357 X THE CORPORATION IS ORGANIZED AND OPERATES AS A NONPROFIT CORPORATION EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT BOSTON MEDICAL CENTER CORPORATION AND TO PROVIDE ACCESS TO EFFECTIVE, EFFICIENT MEDICAL CARE AMONG LOW INCOME, UNDERSERVED, DISABLED, ELDERLY AND OTHER VULNERABLE RESIDENTS OF THE COMMUNITY. 0 0 4002601537 4098701726 THE CORPORATION IS ORGANIZED AND OPERATES AS A NONPROFIT CORPORATION EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT BOSTON MEDICAL CENTER CORPORATION AND TO PROVIDE ACCESS TO EFFECTIVE, EFFICIENT MEDICAL CARE AMONG LOW INCOME, UNDERSERVED, DISABLED, ELDERLY AND OTHER VULNERABLE RESIDENTS OF THE COMMUNITY. 4002601537 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 4009 0 1 1292 1 0 0 0 0 0 0 0 0 0 0 0 0 X 12 11 1 0 1 0 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X JANICE GOGUEN 6177486215 100 CITY SQUARE SUITE 200 CHARLESTOWN MA 02129 HEATHER THILTGEN TRUSTEE/PRESIDENT 50.00 0.00 X X 900242 0 46852 KATHLEEN WALSH TRUSTEE (THRU 2/28/23) 1.00 1.00 X 0 0 0 ALASTAIR BELL MD TRUSTEE 1.00 1.00 X 0 0 0 DAVID AMENT TRUSTEE (THRU 7/11/23) 2.00 1.00 X 0 0 0 JAMES BLUE TRUSTEE 1.00 0.00 X 0 0 0 STACY COWAN TRUSTEE (THRU 7/11/23) 1.00 1.00 X 0 0 0 AMANDA EISEL TRUSTEE (AS OF 7/11/23) 1.00 0.00 X 0 0 0 CHRISTOPHER GORDON TRUSTEE 1.00 0.00 X 0 0 0 SUSAN LEVINE TRUSTEE 1.00 0.00 X 0 0 0 PAUL MENDIS MD TRUSTEE 1.00 0.00 X 0 0 0 NEELA MONTGOMERY TRUSTEE (AS OF 7/11/23) 1.00 0.00 X 0 0 0 JEFFREY SCHWARTZ TRUSTEE 1.00 0.00 X 0 0 0 ROBERT SWEET TRUSTEE 1.00 1.00 X 0 0 0 MARK TABER TRUSTEE 2.00 1.00 X 0 0 0 TARSHA WEAVER TRUSTEE 1.00 0.00 X 0 0 0 JAMES COLLINS TREASURER/CFO 50.00 0.00 X 607824 0 46852 DAVID BECK CLERK (10/11/22 THRU 4/11/23) 1.00 1.00 X 0 0 0 SERINA BARKLEY CHIEF LEGAL OFF/CLERK (AS OF 4/11/23) 50.00 0.00 X 0 0 0 DIANA CRUZ CHIEF OPERATING OFFICER 50.00 0.00 X 627604 0 46042 KIMBERLY SINCLAIR CHIEF INFO OFFICER (THRU 12/31/22) 50.00 0.00 X 509180 0 67355 DIANE GILWORTH CHIEF CLINICAL OFF (THRU 2/19/22) 50.00 0.00 X 365222 0 2955 HOWARD LU CHIEF MEDICAL OFFICER (AS OF 11/7/22) 50.00 0.00 X 161923 0 913 JILL FINNIE CHIEF QUALITY OFFICER (THRU 5/12/23) 50.00 0.00 X 491041 0 24402 JEFFREY HUNT CHIEF PROD. & MKTG OFF (THRU 7/9/22) 50.00 0.00 X 414387 0 29543 JESSICA RUBENSTEIN SENIOR MEDICAL DIRECTOR 50.00 0.00 X 417179 0 16817 WILLIAM KEOUGH SENIOR MEDICAL DIRECTOR 50.00 0.00 X 400566 0 16777 JENNIFER CARBONE SVP OF SERVICE & OPERATIONS 50.00 0.00 X 343039 0 42511 ELLEN WEINSTEIN FORMER CHIEF LEGAL OFFICER/CLERK 42.50 0.00 X 248747 0 13301 5486954 0 354320 251 1 1 1 CARELON BEHAVIORAL HEALTH STRATEGIES LL 5800 NORTHAMPTON BLVD NORFOLK VA 23502 BEHAVIORAL HEALTH BENEFIT ADMINISTRATION 22556906 BOSTON CHILDREN'S ACCOUNTABLE CARE ORGAN 300 LONGWOOD AVENUE BOSTON MA 02115 CARE MGMT AND OTHER ADMIN PAYMENTS 8023310 EXPRESS SCRIPTS INC 21653 NETWORK DRIVE CHICAGO IL 60673 PHARMACY BENEFITS MANAGER 7271222 KAEPPEL CONSULTING LLC 1141 NORTH LOOP STE 1604 E 105-11 SAN ANTONIO TX 78232 CONSULTING SERVICES 6758477 HEALTH MANAGEMENT SYSTEMS INC 401 PARK AVENUE SOUTH NEW YORK NY 10016 CLAIM SERVICES 3678996 1004 CAPITATION REVENUE 524114 4098701726 4098701726 4098701726 42914795 42914795 164356599 168222312 -3865713 -3865713 -3865713 4137750808 4098701726 0 39049082 3680564099 3680564099 5440115 5440115 113802778 108992650 4810128 2647312 2535125 112187 18904884 18111245 793639 7861308 7528164 333144 24076703 24076703 213663 213663 796377 796377 149663 149663 1495685 1495685 80301238 80233087 68151 9681868 9636450 45418 4019659 3841564 178095 21916317 21879379 36938 3073098 2942867 130231 793855 758394 35461 439624 439624 4160279 3983976 176303 MEDICAL CLAIMS ASSESSME 11560855 11560855 PREMIUM TAX - NH 11227765 11227765 DISTRIBUTION FEES 8922301 8922301 LAE EXPENSES 4069685 4069685 1606014 1587565 18449 4017725145 4002601537 15123608 0 71338430 789867008 1208539389 73131563 94579066 16498780 20107158 33748009 21872921 11261133 11875088 304903175 323306591 2835502 2802021 1269835591 1661209313 474128915 625142195 252203446 354475761 726332361 979617956 X 543503230 681591357 543503230 681591357 1269835591 1661209313 120025663 18062464 0 X 0 1 X 1 0 X 2629817364 2740110219 2862321971 3043271831 4098701726 15374223111 2629817364 2740110219 2862321971 3043271831 4098701726 15374223111 0 0 0 15374223111 6543458 8950299 10170310 11417340 42914795 79996202 6543458 8950299 10170310 11417340 42914795 79996202 4577042 4577042 2640937864 2749060518 2872492281 3054689171 4141616521 15458796355 0.99450 0.99630 0.00520 0.00320 X 0 0 0 0 0 0 1 118193 0 1 31470 149663 0 SCHEDULE C, PART II-B, LINE 1G WELLSENSE PAID MCLANE MIDDLETON PROFESSIONAL $108,193 FOR LOBBYING SERVICES AND PAID WILLIAM A FARRELL & ASSOCIATES LLC $10,000. SCHEDULE C, PART II-B, LINE 1I: FOR THE YEAR ENDED SEPTEMBER 30, 2023, THE ORGANIZATION PAID $77,000 IN MEMBERSHIP DUES TO THE ASSOCIATION FOR COMMUNITY AFFLIATED PLANS. 7% OR $5,390 IS ATTRIBUTABLE TO LOBBYING ACTIVITIES. THE ORGANIZATION ALSO PAID $372,576 IN MEMBERSHIP DUES TO MASSACHUSETTS ASSOCIATION OF HEALTH PLANS. $26,080 IS ATTRIBUTABLE TO LOBBYING ACTIVITIES. 227593 227593 0 33520416 21645328 11875088 11875088 MEDICAL CLAIMS PAYABLE & RELATED 322426338 LEASE LIABILITY 192885 RESERVE FOR PAY FOR PERFORMANCE 13006919 DUE TO AFFILIATES 14819799 PREMIUM DEFICIENCY RESERVE 4029820 354475761 X PART X, LINE 2: FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2023 AND 2022, BOSTON MEDICAL CENTER HEALTH PLAN (WELLSENSE HEALTH PLAN OR WELLSENSE) WAS INCLUDED IN THE SYSTEM'S FINANCIAL STATEMENTS. THE TEXT OF THE UNCERTAIN TAX POSITIONS FOOTNOTE INCLUDED IN THESE FINANCIAL STATEMENTS IS AS FOLLOWS: THE HEALTH SYSTEM, BMC, WELLSENSE, FACULTY AND THE PLANS, UDF, ECMF, BMCIC, BMCIC OF VERMONT, BUAP, BMCICS AND BACO ARE ALL NONPROFIT CORPORATIONS THAT HAVE BEEN RECOGNIZED AS TAX-EXEMPT PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. CLEARWAY IS CONSIDERED A DISREGARDED ENTITY OF BMCHS FOR TAX PURPOSES AND ALL TAXABLE ACTIVITIES OF CLEARWAY ARE ATTRIBUTED TO AND REPORTED AT BMCHS. ALL CONTRACT RELATED REVENUE AND EXPENSES WERE RECORDED AT BMC AND EVALUATED FOR UNRELATED BUSINESS INCOME TAX (UBIT.) BMCHS RECOGNIZES TAX POSITIONS WHEN IT IS MORE-LIKELY THAN-NOT THAT THE POSITION WILL BE SUSTAINABLE BASED ON THE MERITS OF THE POSITION. MANAGEMENT HAS CONCLUDED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT NEED TO BE RECORDED AS OF SEPTEMBER 30, 2023 AND 2022. BMCHS ANNUALLY ASSESSES WHETHER IT MUST RECOGNIZE UBIT EXPENSE. THE AMOUNTS RECOGNIZED AS UBIT EXPENSE WERE NOT MATERIAL TO BMCHS'S CONSOLIDATED OPERATIONS OR CHANGE IN NET ASSETS FOR THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 2783696 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 3607161 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 11138830 MIDDLE EAST AND NORTH AFRICA 0 0 INVESTMENTS 231223 NORTH AMERICA 0 0 INVESTMENTS 5556872 SOUTH AMERICA 0 0 INVESTMENTS 14270 SOUTH ASIA 0 0 INVESTMENTS 102419 SUB-SAHARAN AFRICA 0 0 INVESTMENTS 165057 0 0 0 0 0 0 23599528 0 23599528 0 0 0 0 0 0 PART III ACCOUNTING METHOD: X 0 0 X X X X X X 1 1 0 0 0 1 0 1 0 HEATHER THILTGEN TRUSTEE/PRESIDENT 570567 0 269675 0 60000 0 9150 0 37702 0 947094 0 0 0 DIANA CRUZ CHIEF OPERATING OFFICER 379366 0 248238 0 0 0 8446 0 37596 0 673646 0 0 0 JAMES COLLINS TREASURER/CFO 435969 0 171855 0 0 0 9150 0 37702 0 654676 0 0 0 KIMBERLY SINCLAIR CHIEF INFO OFFICER (THRU 12/31/22) 334381 0 169011 0 5788 0 43375 0 23980 0 576535 0 0 0 JILL FINNIE CHIEF QUALITY OFFICER (THRU 5/12/23) 371416 0 119625 0 0 0 0 0 24402 0 515443 0 0 0 JEFFREY HUNT CHIEF PROD. & MKTG OFF (THRU 7/9/22) 245925 0 0 0 168462 0 4223 0 25320 0 443930 0 0 0 JESSICA RUBENSTEIN SENIOR MEDICAL DIRECTOR 334872 0 82307 0 0 0 4575 0 12242 0 433996 0 0 0 WILLIAM KEOUGH SENIOR MEDICAL DIRECTOR 297150 0 103416 0 0 0 4532 0 12245 0 417343 0 0 0 JENNIFER CARBONE SVP OF SERVICE & OPERATIONS 273485 0 69554 0 0 0 8285 0 34226 0 385550 0 0 0 DIANE GILWORTH CHIEF CLINICAL OFF (THRU 2/19/22) 35638 0 0 0 329584 0 1056 0 1899 0 368177 0 0 0 ELLEN WEINSTEIN FORMER CHIEF LEGAL OFFICER/CLERK 235997 0 12750 0 0 0 12305 0 996 0 262048 0 0 0 HOWARD LU CHIEF MEDICAL OFFICER (AS OF 11/7/22 61923 0 100000 0 0 0 381 0 532 0 162836 0 0 0 PART I, LINE 1A WELLSENSE PROVIDED PRESIDENT THILTGEN WITH A HOUSING ALLOWANCE OF $60,000 WHICH IS REPORTED AS TAXABLE COMPENSATION ON SCHEDULE J, PART II, COLUMN (B)(III). PART I, LINE 1B THE PRESIDENT OF WELLSENSE WAS PROVIDED A HOUSING STIPEND UPON HIRE TO ALLOW FOR RENTAL OF A RESIDENCE NEAR THE WELLSENSE'S CORPORATE HEADQUARTERS UNTIL SHE COULD OFFICIALLY RELOCATE. WITH THE DECLARATION OF A NATIONAL HEALTH EMERGENCY DUE TO A NOVEL STRAIN OF CORONAVIRUS (COVID-19) AND THE PLAN MOVING TO A VIRTUAL WORK ENVIRONMENT, THE RELOCATION EFFORT CEASED AND IT WAS DECIDED TO CONTINUE THE HOUSING STIPEND TO ALLOW FOR TRAVEL AND HOUSING AS IT RELATES TO LOCAL MEETINGS WITH SYSTEM AND PLAN PERSONNEL. THIS PLAN WAS DEVELOPED AND APPROVED BY THE SENIOR VICE PRESIDENT & CHIEF HUMAN RESOURCE OFFICER AS WELL AS THE EVP AND COO OF BOSTON MEDICAL CENTER. PART I, LINES 4A-B LINE 4A THE AMOUNT OF SEVERANCE COMPENSATION PAID TO DIANE GILWORTH WAS $319,039, WHICH IS REPORTED ON SCHEDULE J, PART II, COLUMN B(III). THE AMOUNT OF SEVERANCE PAID TO JEFFREY HUNT WAS $168,462, WHICH IS ALSO REPORTED ON SCHEDULE J, PART 11, COLUMN B(III). KIMBERLY SINCLAIR'S EMPLOYMENT ENDED IN DECEMBER 2022. SHE RECEIVED SEVERANCE IN 2023 IN THE AMOUNT OF $313,771 WHICH WILL BE REPORTED IN NEXT YEAR'S TAX RETURN. LINE 4B WELLSENSE PROVIDES A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TO CERTAIN EXECUTIVES. AMOUNTS ARE CREDITED TO PARTICIPANTS' ACCOUNTS EACH YEAR. PLAN AMOUNTS ARE SUBJECT TO FORFEITURE AND PAYMENT ONLY IF CERTAIN CONDITIONS ARE MET, AS OUTLINED IN WELLSENSE'S AGREEMENT. AMOUNTS VEST ON SPECIFIED DATES BASED ON CONTINUED EMPLOYMENT BUT NO LATER THAN THE EXECUTIVE'S SIXTY-SECOND BIRTHDAY. AMOUNTS ACCRUED IN WELLSENSE ARE REPORTED IN SCHEDULE J, PART II, COLUMN C. PART I, LINE 6 WELLSENSE PAID COMPENSATION CONTINGENT OF THE NET EARNINGS OF THE ORGANIZATION BASED ON THE ACHIEVEMENT OF VARIOUS GOALS. THESE COMPENSATION AMOUNTS ARE REFLECTED IN SCHEDULE J, PART II, COLUMN B(II). PART I, LINE 7 DURING CALENDAR YEAR 2022, WELLSENSE PAID SIGN-ON BONUSES, RETENTION BONUSES, AND OTHER BONUSES TO SOME EMPLOYEES LISTED WHERE DISCRETION WAS EXERCISED BY MANAGEMENT. SCHEDULE J, PART II ELLEN WEINSTEIN, FORMER CLO AND CLERK OF WELLSENSE, WAS COMPENSATED BY BOSTON MEDICAL CENTER CORPORATION, AN UNRELATED ORGANIZATION, FOR SERVICES PROVIDED TO WELLSENSE. APPROXIMATELY 85% OF ELLEN WEINSTEIN'S TIME AND COMPENSATION WAS RELATED TO THE SERVICES PROVIDED TO WELLSENSE. ELLEN WEINSTEIN'S TOTAL REPORTABLE COMPENSATION, RETIREMENT/DEFERRED COMPENSATION, AND NONTAXABLE BENEFITS FOR 2022 WAS $292,644, $14,476, AND $1,172, RESPECTIVELY. KIMBERLY SINCLAIR, CHIEF INFORMATION OFFICER OF WELLSENSE THROUGH 12/31/2022, WAS COMPENSATED BY BOSTON MEDICAL CENTER CORPORATION, AN UNRELATED ORGANIZATION, FOR SERVICES PROVIDED TO WELLSENSE. APPROXIMATELY 100% OF KIMBERLY SINCLAIR'S TIME AND COMPENSATION WAS RELATED TO THE SERVICES PROVIDED TO WELLSENSE. KIMBERLY SINCLAIR'S TOTAL REPORTABLE COMPENSATION, RETIREMENT/DEFERRED COMPENSATION, AND NONTAXABLE BENEFITS FOR 2022 WAS $509,180, $43,375, AND $23,980, RESPECTIVELY. FORM 990, PART VI, SECTION A, LINE 2 SERINA BARKLEY DAVID BECK ALASTAIR BELL, M.D. KIMBERLY SINCLAIR KATHLEEN WALSH BUSINESS RELATIONSHIP - THE PERSONS LISTED ABOVE ARE EMPLOYEES OF BOSTON MEDICAL CENTER AND BECK, BELL, AND WALSH ARE OFFICERS OR TRUSTEES OF BOSTON MEDICAL CENTER. ROBERT SWEET KATHLEEN WALSH BUSINESS RELATIONSHIP - THE OFFICERS AND/OR TRUSTEES ABOVE ARE ALSO TRUSTEES OF BOSTON MEDICAL CENTER INSURANCE COMPANY, LTD. DAVID AMENT AMANDA EISEL BUSINESS RELATIONSHIP - AMANDA EISEL IS AN EMPLOYEE OF AN ORGANIZATION OF WHICH DAVID AMENT IS AN OFFICER. FORM 990, PART VI, SECTION A, LINE 4 IN SUMMARY, THE CHANGES TO THE BYLAWS WERE MADE IN ORDER TO: 1. SIMPLIFY THE DESCRIPTION OF THE PATIENT CARE ASSESSMENT PROGRAM, QUALITY AND CLINICAL MANAGEMENT COMMITTEE, AND CREDENTIALING COMMITTEE 2. ADD, CONSISTENT WITH THE HOSPITAL BYLAWS, APPROVAL OF THE "APPOINTMENT OR REMOVAL OF THE PRESIDENT" AS A POWER OF THE MEMBER (HEALTH SYSTEM) 3. ADOPT CONSISTENT DESCRIPTION OF "PRESIDENT" IN THE HOSPITAL AND HEALTH PLAN BYLAWS 4. ADOPT CONSISTENT LANGUAGE PROVIDING AUTHORITY FOR PRESIDENT AND TREASURER TO EXECUTE DOCUMENTS 5. CLARIFY THAT THE BYLAWS ALLOW (1) EMAIL FOR WRITTEN CONSENTS AND FOR PROVIDING NOTICE, AND (2) VIDEO CONFERENCES FOR MEETINGS FORM 990, PART VI, SECTION A, LINE 6 BMC HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF WELLSENSE. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN ACTIONS INCLUDING, BUT NOT LIMITED TO, THE APPROVAL OF BUDGETS, MERGERS, ACQUISITIONS, AND INDEBTEDNESS ARE SUBJECT TO THE APPROVAL OF THE SOLE MEMBER. FORM 990, PART VI, SECTION B, LINE 11B WELLSENSE'S TAX RETURN IS PREPARED BY KPMG LLP AND REVIEWED BY WELLSENSE'S INTERNAL MANAGEMENT. FOLLOWING THAT REVIEW, WELLSENSE'S INTERNAL MANAGEMENT AND KPMG PRESENT THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST QUESTIONNAIRES FOR THE FISCAL YEAR END SEPTEMBER 30, 2023 WERE DISTRIBUTED BY BOSTON MEDICAL CENTER'S ("BMC"), AN AFFILIATED ORGANIZATION, CORPORATE COMPLIANCE DEPARTMENT. THE CHIEF COMPLIANCE OFFICER OF BMC OR THE CHIEF COMPLIANCE OFFICER'S DESIGNEE QUERIES TRUSTEES, OFFICERS AND DIRECTORS ON AT LEAST AN ANNUAL BASIS REGARDING RELATIONSHIPS THAT MAY CREATE POTENTIAL CONFLICTS OF INTEREST. THE CHIEF COMPLIANCE OFFICER OR THE CHIEF COMPLIANCE OFFICER'S DESIGNEE REVIEWS ALL DISCLOSURES AND DETERMINES WHETHER THERE ARE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE CHIEF COMPLIANCE OFFICER OR THE CHIEF COMPLIANCE OFFICER'S DESIGNEE INFORMS THE CHIEF LEGAL COUNSEL OF ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE CHIEF LEGAL COUNSEL ADVISES THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION ACCORDINGLY. FORM 990, PART VI, SECTION B, LINE 15 BOSTON MEDICAL CENTER HEALTH SYSTEM IS A SUPPORTING ORGANIZATION OF BOTH BOSTON MEDICAL CENTER AND WELLSENSE HEALTH PLAN. ALL THREE ENTITIES HAVE THE SAME INDEPENDENT COMPENSATION COMMITTEE, FORMED OF INDIVIDUALS WHOSE COMPENSATION IS NOT IN ISSUE, THAT ESTABLISHES THE COMPENSATION OF THE PRESIDENT AND CEO AND APPROVES THE COMPENSATION OF SENIOR MANAGEMENT. THE COMMITTEE MEMBERS ARE NOT UNDER THE CONTROL OR DIRECTION OF ANY HEALTH SYSTEM, MEDICAL CENTER, OR HEALTH PLAN EXECUTIVE SEEKING COMPENSATION. THE INDIVIDUAL COMPENSATION PLANS ARE SUPPORTED BY COMPARABLE DATA, WHICH INCLUDES COMPENSATION PAID FOR COMPARABLE POSITIONS BY SIMILARLY SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT), INDEPENDENTLY COMPILED COMPENSATION SURVEYS, AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE HEALTH SYSTEM, MEDICAL CENTER, OR HEALTH PLAN EXECUTIVE. THE COMMITTEE MAY ALSO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT AS PART OF THE COMPENSATION-SETTING PROCESS. THE INDEPENDENT COMMITTEE'S ASSESSMENTS OF THESE CONSIDERATIONS ARE CONTAINED IN THE MINUTES OF THE COMMITTEE MEETINGS. THE REVIEW PROCESS INCLUDES, AND THE MINUTES INDICATE, DISCUSSIONS AND EVALUATIONS OF EACH EXECUTIVE'S PRIOR PERFORMANCE, QUALIFICATIONS, AND EXPERIENCE. THE EXECUTIVES ARE NOT PRESENT FOR THE INDEPENDENT COMMITTEE'S DISCUSSIONS OR THE COMMITTEE'S VOTE ON COMPENSATION. THE MINUTES REFLECT THE FACT THAT NO EXECUTIVE WAS PRESENT. FORM 990, PART VI, SECTION C, LINE 19 OTHER THAN AS REQUIRED BY LAW, WELLSENSE DOES NOT MAKE DOCUMENTS PUBLICLY AVAILABLE. HOWEVER, THE RESTATED ARTICLES OF THE ORGANIZATION ARE POSTED ON THE SECRETARY OF THE COMMONWEALTH'S WEBSITE. BMC HEALTH SYSTEM INC ONE BOSTON MEDICAL CENTER PLACE BOSTON MA 02118 463556853 SUPPORT SERVICES MA 501(C)(3) LINE 12B, II BMC 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0