2022-11-03T12:16:57-05:00 2021-12-31 990 2021-01-01 541346393 MPB INC MPBI 7574557020 6015 POPLAR HALL DRIVE NORFOLK VA 23502 ROBERT A BROERMANN TREASURER 7574557020 2022-11-03 ROBERT BROERMANN 999009999 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z AUBREY L LAYNE 6015 POPLAR HALL DRIVE NORFOLK VA 23502 59054309 0 X N/A X 1981 VA MPB IS ORGANIZED SOLELY TO HOLD TITLE TO PROPERTY AND TURNS NET INCOME OVER TO SENTARA ENTERPRISES. 3 0 0 0 367540 220363 0 0 54166859 58529425 -108166 -185859 546899 524884 54605592 58868450 0 0 0 0 0 0 0 0 0 43424207 46152471 43424207 46152471 11181385 12715979 402926291 396978838 16742643 20081802 386183648 376897036 X SEE SCHEDULE O.AS PART OF SENTARA HEALTHCARE'S INTEGRATED HEALTH CARE SYSTEM, MPB, INC. WAS ORGANIZED PURSUANT TO IRC SECTION 501(C)(2) FOR THE EXCLUSIVE PURPOSE OF HOLDING TITLE TO PROPERTY, COLLECTING INCOME THERE FROM, AND TURNING OVER THE ENTIRE AMOUNT THEREOF, LESS EXPENSES, TO SENTARA ENTERPRISES, INC., ITS SECTION 501(C)(3) TAX EXEMPT PARENT. 0 0 46152471 58686769 MPB, INC. HOLDS TITLE TO PROPERTY, COLLECTS RENT, AND TURNS OVER THE ENTIRE AMOUNT, LESS EXPENSES, TO IT'S SECTION 501(C)(3) TAX EXEMPT PARENT, SENTARA ENTERPRISES. 46152471 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 X 43 0 1 0 1 1 0 0 0 0 0 0 0 X 3 0 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X CORPORATE OFFICERS 7574557020 6015 POPLAR HALL DR NORFOLK VA 23502 HOWARD P KERN DIRECTOR/CHAIRMAN 1.00 48.00 X X 0 30180034 3041889 MICHAEL V GENTRY DIRECTOR 1.00 49.00 X 0 1912697 552158 ROBERT A BROERMANN DIRECTOR/TREASURER 1.00 50.00 X X 0 2171787 55654 AUBREY L LAYNE PRESIDENT & CHAIRMAN 1.00 40.00 X X 0 500086 57439 KURT T HOFELICH PRESIDENT 1.00 40.00 X 0 912547 52717 LOUIS PATALANO IV SECRETARY (THROUGH 9/25/21) 1.00 49.00 X 0 1141330 75182 SAMUEL J HAWLEY ASSIST SECRETARY 1.00 45.00 X 0 283751 43405 MEGAN R PERRY FORMER OFFICER 0.00 41.40 X 0 1739461 31360 0 38841693 3909804 0 1 1 0 WHITING TURNING CONTRACTING COMPANY PO BOX 17596 BALTIMORE MD 21297 CONSTRUCTION 11571124 BUILDING MAINTENANCE SERVICE LLC 111 VIRGINIA ST STE 401 RICHMOND VA 23219 INTEGRATED FACILITY SERVICES 698781 ROOF SERVICES 9450 W BRYN MAWR AVE STE 500 ROSEMONT IL 60018 ROOFING SERVICE & MAINTENANCE 520356 BRIGHTVIEW LANDSCAPE SERVICES INC 1030 RURITAN BOULEVARD CHESAPEAKE VA 23324 LANDSCAPING SERVICES 507382 KT JACKSON JANITORIAL 942 QUASH STREET HAMPTON VA 23669 PROFESSIONAL SERVICES 452290 17 PROGRAM SERVICE REV 531120 58529425 58529425 58529425 185859 -185859 -185859 -185859 PARKING GARAGE REVENUE 900099 524884 157344 367540 524884 58868450 58686769 367540 -185859 2112231 2112231 210429 210429 3704571 3704571 27159 27159 14371216 14371216 3232 3232 18462466 18462466 785372 785372 PURCHASED & CONTRACTED 6183782 6183782 OTHER & ADMINISTRATIVE 231540 231540 TAXES & LICENSES 60473 60473 46152471 46152471 0 0 723 0 1010669 521817 11051 38977 601755988 226418772 386934140 375337216 12307681 17153535 2662027 3927293 402926291 396978838 2235633 730063 1001849 931278 13505161 18420461 16742643 20081802 X 386183648 376897036 386183648 376897036 402926291 396978838 X 12715979 -22002591 X 0 1 X 1 0 10564112 55123647 65687759 403784769 150820717 252964052 3715727 2849837 865890 67666764 45243887 22422877 60900969 27504331 33396638 375337216 DUE TO AFFILIATES 64765 SECURITY DEPOSITS PAYABLE 114150 ROU LIABILITY 18177197 OTHER MISCELLANEOUS LIABILITIES 64349 18420461 1 1 0 HOWARD P KERN DIRECTOR/CHAIRMAN 0 2032006 0 2310491 0 25837537 0 3014735 0 27154 0 33221923 0 23319683 MICHAEL V GENTRY DIRECTOR 0 1000664 0 754388 0 157645 0 529145 0 23013 0 2464855 0 0 ROBERT A BROERMANN DIRECTOR/TREASURER 0 1018716 0 890138 0 262933 0 33599 0 22055 0 2227441 0 0 MEGAN R PERRY FORMER OFFICER 0 619656 0 343786 0 776019 0 9060 0 22300 0 1770821 0 324861 LOUIS PATALANO IV SECRETARY (THROUGH 9/25/21) 0 469404 0 431615 0 240311 0 57915 0 17267 0 1216512 0 0 KURT T HOFELICH PRESIDENT 0 386777 0 147578 0 378192 0 19743 0 32974 0 965264 0 202989 AUBREY L LAYNE PRESIDENT & CHAIRMAN 0 354121 0 0 0 145965 0 53700 0 3739 0 557525 0 0 SAMUEL J HAWLEY ASSIST SECRETARY 0 199044 0 49676 0 35031 0 24374 0 19031 0 327156 0 0 PART I, LINE 3 SENTARA HEALTHCARE, THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, ESTABLISHED THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL THROUGH THE USE OF A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION STUDY, AND APPROVAL BY SENTARA HEALTHCARE'S COMPENSATION COMMITTEE. SENTARA HEALTHCARE RECOGNIZES THAT PROVIDING THE BEST POSSIBLE CARE REQUIRES US TO ATTRACT AND RETAIN THE VERY BEST EMPLOYEES. OUR ORGANIZATION IS COMMITTED TO INVESTING IN OUR PEOPLE BY OFFERING COMPETITIVE COMPENSATION OPPORTUNITIES AND A STRONG WORKPLACE ENVIRONMENT. THE SENTARA HEALTHCARE BOARD HAS DIRECTED A COMMITTEE OF INDEPENDENT, CONFLICT-FREE BOARD MEMBERS TO DEVOTE THEIR TIME AND ATTENTION TO THE OVERSIGHT OF SENTARA HEALTHCARE'S EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS. THE COMPENSATION COMMITTEE CONSISTS OF PROFESSIONAL, EXPERIENCED, AND DEDICATED BOARD MEMBERS WHO TAKE THIS RESPONSIBILITY VERY SERIOUSLY. THE COMPENSATION COMMITTEE FOLLOWS GOVERNANCE BEST PRACTICES IN THE REVIEW AND APPROVAL OF EXECUTIVE COMPENSATION. THE COMPENSATION COMMITTEE IS ASSISTED BY OUTSIDE ADVISORS WHO ARE ENGAGED BY THE COMMITTEE. PART I, LINES 4A-B LOUIS PATALANO, IV RECEIVED $130,308 IN COMPENSATION RELATED TO HIS SEPARATION FROM SERVICE. THIS AMOUNT HAS BEEN INCLUDED IN COLUMN (B)(III) OF SCHEDULE J, PART II. HOWARD KERN PARTICIPATED IN THE SENTARA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND HAVE ATTAINED NORMAL RETIREMENT AGE UNDER THE PLAN. PARTICIPATION IN THE PLAN IS LIMITED TO SELECT INDIVIDUALS AS APPROVED BY SENTARA HEALTHCARE'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. THE PLAN IS CURRENTLY CLOSED TO ADDITIONAL MEMBERS. THE PLAN IS A DEFINED BENEFIT ARRANGEMENT UNDER WHICH MEMBERS ACCRUE AN ANNUAL FORMULA-BASED BENEFIT DURING EACH YEAR OF COVERED EMPLOYMENT, WHICH IS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE FOR FEDERAL INCOME TAX PURPOSES UNTIL THE COMPLETION OF A TWO YEAR NON-COMPETE PERIOD FOLLOWING TERMINATION OR UPON DEATH. FICA AND FUTA TAXATION OF PORTIONS OF THE ACCRUED BENEFIT MAY OCCUR EARLIER THAN FEDERAL INCOME TAXATION IN ACCORDANCE WITH APPLICABLE LAW. DISTRIBUTION OF PLAN BENEFITS MAY OCCUR AT THE DATE OF APPLICABLE TAXATION (TO THE EXTENT REQUIRED TO COVER APPLICABLE TAXES) AND IN ACCORDANCE WITH THE PARTICIPANT'S ELECTED INSTALLMENT DISTRIBUTION SCHEDULE FOLLOWING TERMINATION OF EMPLOYMENT, SUBJECT TO ADHERENCE WITH THE NON-COMPETE RESTRICTIONS. MR. KERN IS CURRENTLY EMPLOYED AND ACTIVELY ACCRUING PLAN BENEFITS IN ACCORDANCE WITH THE PLAN'S TERMS. MR. KERN WAS SUBJECT TO FICA AND FUTA TAXATION ON HIS ACCRUED PLAN BENEFITS IN 2021 AND RECEIVED TAXABLE PLAN DISTRIBUTIONS OF $1,012,923 TO COVER APPLICABLE TAXES FOR 2021. HOWARD KERN, ROBERT BROERMANN, MICHAEL GENTRY, KURT HOFELICH, MEGAN PERRY, LOUIS PATALANO, AND AUBREY LANE, PARTICIPATED IN THE SENTARA CAPITAL ACCUMULATION ACCOUNT PLAN. THE CAPITAL ACCUMULATION PLAN IS A NONQUALIFIED DEFERRED COMPENSATION PROGRAM. SUCH PLANS ARE COMMONLY OFFERED TO NOT-FOR-PROFIT HEALTH CARE EXECUTIVES TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO SUPPLEMENT LIMITATIONS IN QUALIFIED PLANS. PARTICIPATION IS LIMITED TO A SELECT GROUP OF CORPORATE EXECUTIVES AS APPROVED BY SENTARA HEALTHCARE'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. TERMS OF THE PLAN CHANGED EFFECTIVE JANUARY 1, 2009, WHEREBY VESTING OF CONTRIBUTIONS MADE ON OR AFTER THAT DATE NOW OCCURS ON THE EARLIER OF FIVE YEARS FOR EACH YEARS' CONTRIBUTIONS OR AGE 55 WITH 10 YEARS OF SERVICE. UNDER THE OLD TERMS, VESTING OF CONTRIBUTIONS MADE PRIOR TO JANUARY 1, 2009 OCCURS ON THE EARLIEST OF ASSIGNED DISTRIBUTION DATE, DEATH, INVOLUNTARY TERMINATION WITHOUT CAUSE OR COMPLETION OF TWO-YEAR NON-COMPETE AFTER VOLUNTARY TERMINATION (REGARDLESS OF ORIGINAL ASSIGNED DISTRIBUTION DATE). DURING 2021, THE FOLLOWING CORPORATE EXECUTIVES RECEIVED VESTED DISTRIBUTIONS UNDER THE PLAN: ROBERT BROERMANN ($181,940); MICHAEL GENTRY ($139,700); KURT HOFELICH ($365,683); HOWARD KERN ($1,107,773); AND MEGAN PERRY ($700,638). THESE AMOUNTS HAVE BEEN REPORTED IN COLUMN (B)(III) OF SCHEDULE J, PART II. FORM 990, PART V, LINE 1A: FORM 1096: SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION AND THE SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, MAINTAINS AN AGENCY RELATIONSHIP WITH THE ORGANIZATION AND ISSUES ALL 1099S ON ITS BEHALF. THE NUMBER REPORTED IS A BEST ESTIMATE OF THE 1099S ATTRIBUTABLE TO THE ORGANIZATION. THE EXACT NUMBER CANNOT BE DETERMINED; AS SOME OF THE 1099S ISSUED BY THE AGENT ARE ATTRIBUTABLE TO MORE THAN ONE ENTITY, AND THERE IS NO REPORTING MECHANISM TO DETERMINE 1099'S ATTRIBUTABLE SOLELY TO THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER ORGANIZATIONS WITHIN THE SENTARA HEALTHCARE SYSTEM ("THE SYSTEM"), AS WELL AS JOINT VENTURES IN WHICH THE SYSTEM HAD AN OWNERSHIP INTEREST. SEE SCHEDULE R FOR A LISTING OF SUCH ENTITIES. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAD ONE CLASS OF STOCK, THE SOLE SHAREHOLDER BEING SENTARA ENTERPRISES, A VIRGINIA NONSTOCK CORPORATION AND SECTION 501(C)(3) TAX EXEMPT ENTITY. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS, WHICH SERVED AS THE ORGANIZATION'S GOVERNING BODY, WAS ELECTED BY ITS SOLE SHAREHOLDER, SENTARA ENTERPRISES, A VIRGINIA NON-STOCK CORPORATION AND SECTION 501(C)(3) TAX EXEMPT ENTITY. FORM 990, PART VI, SECTION A, LINE 7B AS SOLE SHAREHOLDER, SENTARA ENTERPRISES, A VIRGINIA NONSTOCK CORPORATION AND SECTION 501(C)(3) TAX EXEMPT ENTITY, HAS THE RIGHT TO ELECT AND REMOVE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY; APPROVE ANY ALTERATION, AMENDMENT OR REPEAL OF ITS GOVERNING DOCUMENTS; APPROVE THE ANNUAL OPERATING AND CAPITAL BUDGET AND ALL FORMAL LONG-RANGE PLANS; APPROVE ANY CAPITAL EXPENDITURE EXCEEDING $100,000; APPROVE ALL BORROWING OR INDEBTEDNESS WHICH IN ANY ONE TRANSACTION OR RELATED SERIES OF TRANSACTIONS EXCEEDS $100,000; APPROVE ANY PLAN OF MERGER OR CONSOLIDATION, ANY SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE PROPERTY AND ASSETS OF THE ORGANIZATION, THE VOLUNTARY DISSOLUTION OF THE ORGANIZATION, OR REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS; REVIEW THE BOOKS AND RECORDS, CONDUCT AUDITS, AND APPROVE THE SELECTION OF AUDITORS CHOSEN TO CONDUCT AUDITS OF THE ORGANIZATION; APPROVE THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OF THE ORGANIZATION, OR THE CREATION OF ANY OTHER CORPORATION OF WHICH THE ORGANIZATION IS TO BE A MEMBER, AND TO APPROVE ANY DISSOLUTION OR OTHER CHANGE IN ANY SUCH LEGAL RELATIONSHIP PREVIOUSLY APPROVED BY SENTARA ENTERPRISES; APPROVE ANY SIGNIFICANT CHANGE IN THE SCOPE OF SERVICES OR PROGRAMS PROVIDED BY THE ORGANIZATION; AND ADOPT OR CHANGE THE MISSION STATEMENT, PURPOSES OR STRATEGIC GOALS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION WAS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), AND AS SUCH, USED THE SYSTEM'S IN-HOUSE TAX DEPARTMENT, HEADED BY A LICENSED CERTIFIED PUBLIC ACCOUNTANT, TO BOTH PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER SYSTEM DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. THE PARENT OF THE SYSTEM IS SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION AND SECTION 501(C)(3) TAX EXEMPT ENTITY. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS, BOARD-NOMINATED OFFICERS, AND KEY EMPLOYEES ARE REQUESTED TO SUBMIT AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE AND CERTIFY TO THE COMPLETION AND ACCURACY OF THE INFORMATION DISCLOSED. ADDITIONALLY, EACH ORGANIZATION'S GOVERNING BOARD OR APPROPRIATE BODY MONITORS TRANSACTIONS INVOLVING DISCLOSED POTENTIAL CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), THE ORGANIZATION FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS' REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. THE COMPENSATION PHILOSOPHY OF THE SYSTEM AS A WHOLE IS TO BASE OVERALL COMPENSATION AND BENEFITS FOR EXECUTIVES ON NOT-FOR-PROFIT MARKET COMPARABLES, ADJUSTED AS APPLIED TO EACH EXECUTIVE, TAKING INTO CONSIDERATION THE INDIVIDUAL SKILLS, EXPERIENCE, TENURE AND PERFORMANCE OF THE EXECUTIVE BEING COMPENSATED AND OVERALL PERFORMANCE OF THE ORGANIZATION. IN LINE WITH THIS PHILOSOPHY, THE SYSTEM PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE SYSTEM'S COMPENSATION COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST, ENGAGED AN OUTSIDE CONSULTANT, WHO REPORTS TO THE COMPENSATION COMMITTEE, TO CONDUCT A STUDY ASSESSING THE COMPETITIVENESS OF TOTAL COMPENSATION (INCLUDING CASH COMPENSATION, BENEFITS AND PERQUISITES) OF ITS SENIOR EXECUTIVES PRIOR TO MAKING DECISIONS REGARDING ANNUAL BASE SALARY ADJUSTMENTS, APPROVING INCENTIVE AWARDS, OR CONSIDERING PROGRAMMATIC CHANGES. THE STUDY COMPARED THE COMPENSATION OF THE SYSTEM'S SENIOR EXECUTIVES TO COMPENSATION DATA FROM MULTIPLE PUBLISHED SURVEY SOURCES BASED ON EACH SENIOR EXECUTIVE'S FUNCTIONAL RESPONSIBILITY. IN CONDUCTING THE STUDY, THE CONSULTANT TARGETED OTHER NOT-FOR-PROFIT HEALTH SYSTEMS OF SIMILAR SIZE BASED ON NET REVENUE AND COMPLEXITY. FOR HEALTH PLAN POSITIONS, HEALTH PLANS WITH SIMILAR PREMIUMS, OR MEMBERS, WERE TARGETED. THE CONSULTANT ALSO CONDUCTS A REVIEW OF THE ORGANIZATION'S PERFORMANCE RELATIVE TO A GROUP OF NOT-FOR-PROFIT HEALTH SYSTEMS OF COMPARABLE SIZE AND SCOPE OF OPERATIONS EVERY YEAR. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 26 NOT-FOR-PROFIT HEALTHCARE SYSTEMS, AND 37 INDEPENDENT AND INTEGRATED DELIVERY SYSTEM-OWNED HEALTH PLANS THAT ARE COMPARABLE IN SIZE TO SENTARA'S HEALTH PLAN, BASED ON NET REVENUE GROWTH, OPERATING MARGIN, VARIOUS CLINICAL QUALITY METRICS AND PATIENT SATISFACTION. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE SYSTEM'S COMPENSATION COMMITTEE, WHICH MADE ITS COMPENSATION DECISIONS BASED ON A) ITS REVIEW AND ANALYSIS OF THE PERFORMANCE OF BOTH THE ORGANIZATION AND ITS SENIOR EXECUTIVES AND, B) A REASONABLENESS OF COMPENSATION ANALYSIS AND OPINION FROM AN EXTERNAL EXPERT IN THE COMPENSATION OF EXECUTIVES IN THE TAX-EXEMPT HEALTH CARE FIELD. THE COMMITTEE'S BASES FOR ITS DECISIONS WERE DOCUMENTED IN COMMITTEE MINUTES TAKEN DURING THE MEETING AND THEN CIRCULATED FOR REVIEW AND APPROVAL. ALL DECISIONS REGARDING COMPENSATION WERE MADE BY THE COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S PRESIDENT/CHAIRMAN AND TREASURER; WHO ALSO SERVED AS SENIOR VICE PRESIDENT AND CHIEF OF STAFF AND EXECUTIVE VICE PRESIDENT AND CFO OF THE SYSTEM, RESPECTIVELY. THE PROCESS WAS LAST UNDERTAKEN DURING THE CURRENT TAX YEAR FOR THE POSITIONS LISTED. FORM 990, PART VI, SECTION C, LINE 19 THE CONSOLIDATED FINANCIAL STATEMENTS FOR SENTARA HEALTHCARE AND SUBSIDIARIES WERE MADE PUBLICLY AVAILABLE THROUGH THE USE OF DAC BOND (DISCLOSURE DISSEMINATION AGENT) AND CAN BE FOUND ON THE INTERNET AT WWW.DACBOND.COM. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PT VI, LINES 1A AND B: BOARD MEMBERS ARE ELECTED ANNUALLY BY SENTARA ENTERPRISES, A VIRGINIA NONSTOCK CORPORATION. THE BOARD MEMBERS OF SENTARA ENTERPRISES ARE ELECTED ANNUALLY BY ITS SOLE MEMBER, SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION AND THE SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM. SENTARA HEALTHCARE'S GOVERNING BOARD IS A COMMUNITY-BASED BOARD COMPRISED OF 17 VOTING MEMBERS, 16 OF WHICH ARE CONSIDERED INDEPENDENT, AS DEFINED IN THE FORM 990 INSTRUCTIONS. FORM 990, PART XI, LINE 9: BOOK RECLASS OF INTERCOMPANY ACCOUNT BALANCES TO EQUITY -22,002,591. 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