2015-11-13T16:11:12-06:00 2014-12-31 ERNST & YOUNG US LLP 800 YARD ST 200 GRANDVIEW HEIGHTS OH 43212 990 2014-01-01 311400963 Upper Valley Professional Corporation % J MICHAEL SIMS UPPE 9374999942 110 N MAIN ST 500 DAYTON OH 45402 TIMOTHY D SNIDER Vice-President & CFO 6142245678 2015-11-12 true DIANE L BEAN P00104972 6142245678 2014 2016-03-07 17:11:31Z REBECCA RICE 3130 N COUNTY RD 25A TROY OH 45373 10586967 false X www.premierhealth.COM X 1994 OH To provide primary health care services to the community served by Upper Valley Medical Center, a 501(C)(3) hospital. 6 6 235 6 0 0 0 9970588 10352851 856 1704 252592 232412 10224036 10586967 0 0 0 0 8134935 10257537 0 0 0 4204533 2195737 12339468 12453274 -2115432 -1866307 4598349 6964330 3888677 4514568 709672 2449762 X UPPER VALLEY PROFESSIONAL CORPORATION, AS A SUBSIDIARY OF UVMC, SERVES AS AN INTEGRAL PART IN ACHIEVING UPPER VALLEY MEDICAL CENTER'S MISSION: UVMC WILL STRIVE TO PROVIDE QUALITY CARE THAT UPHOLDS THE DIGNITY OF ALL INDIVIDUALS. CARE WILL BE GIVEN IN A HOLISTIC MANNER WITHOUT REGARD TO RACE, RELIGION, CREED, NATIONAL ORIGIN, OR SOCIAL STATUS. OUR HEALTH CARE DELIVERY SYSTEM IS STRUCTURED TO OPTIMIZE THE DELIVERY OF SAFE, EFFICIENT, AND COST-EFFECTIVE HEALTH CARE. false false 10699345 0 10585263 See Schedule O 10699345 true false false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true true false true 21 0 true 235 true false false false false false false false false false false X 6 6 false true false false true true true true true false false true true true true true true true true false OH X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 500 DAYTON OH 45402 X ARTHUR R DISBROW BOARD VICE-CHAIR 0.5 2.5 X X 0 0 0 CRAIG C BUNDSCHUH BOARD SECRETARY 0.5 2.5 X X 0 0 0 DOUGLAS R MURRAY TRUSTEE 0.5 2.5 X 0 0 0 WILLIAM E LUKENS TRUSTEE 0.5 2.5 X 0 0 0 PETER E NIMS MD TRUSTEE 0.5 2.5 X 0 0 0 ROWAN R NICKOL MD BOARD CHAIR 0.5 2.5 X X 0 0 0 TIM D SNIDER- SEE SCHED O BOARD TREASURER & CFO 1.5 18.5 X 0 230534 36855 JENNA M DOWNEY ESQ RECORDING SECRETARY 0.5 2.5 X 0 0 0 REBECCA A RICE UPPER VALLEY MED CTR PRES &CEO 3.0 37.0 X 0 309563 46312 CASS CULLIS MD PHYSICIAN 40.0 0.0 X 478348 0 32741 WILLIAM CZAJKA MD PHYSICIAN 40.0 0.0 X 480959 0 33056 DON DELCAMP MD PHYSICIAN 40.0 0.0 X 450210 0 30643 POLLY F TRAIN MD PHYSICIAN: SPECIALTY 40.0 0.0 X 464234 0 12384 MARK ZUNKIEWICZ MD PHYSICIAN 40.0 0.0 X 530911 0 31988 THOMAS PARKER FORMER TRUSTEE & OFFICER 0.0 8.0 X 0 454750 28492 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0.0 8.0 X 0 564224 46894 2404662 1559071 299365 44 true true false MEDICAL DOCTOR ASSOC PO BOX 277185 ATLANTA GA 30384 Medical Services 334822 WEATHERBY LOCUMS PO BOX 972633 DALLAS TX 75397 STAFFING SERVICES 184395 2 0 NET PATIENT SERVICE REVENUE 621990 9966824 9966824 REIMBURSEMENT FOR SERVICES 561000 385871 385871 PURCHASE DISCOUNTS 900099 156 156 10352851 1704 1704 0 0 0 0 0 0 0 0 0 EMR INCENTIVE 900099 232412 232412 232412 10586967 10585263 1704 0 0 0 0 0 0 8694830 7457556 1237274 187585 160892 26693 654135 561052 93083 720987 618391 102596 0 0 3600 3600 0 0 0 109749 109749 1148 1148 179450 153914 25536 44380 38065 6315 0 651963 559189 92774 40524 34757 5767 0 0 0 0 67415 57822 9593 92282 79150 13132 OPERATING SUPPLIES 809747 809747 PURCHASED SERVICES 151850 130242 21608 TRAINING & EDUCATION 12227 10487 1740 REPAIRS AND MAINTENANCE 6697 5744 953 24705 21189 3516 12453274 10699345 1753929 0 2325 2325 1159410 3085984 0 0 637583 792747 0 0 0 0 97847 0 8978 0 69595 116962 1051471 589573 434517 461898 1887871 2166515 0 0 0 0 0 0 300223 337899 4598349 6964330 3583572 3764103 0 0 0 0 0 0 0 0 0 0 0 0 0 0 305105 750465 3888677 4514568 X 709672 2449762 0 0 0 0 709672 2449762 4598349 6964330 X -1866307 3606397 X false true X true false X 0 0 0 0 0 0 8121939 7888961 8464736 10219180 10585263 45280079 0 0 0 8121939 7888961 8464736 10219180 10585263 45280079 0 0 0 45280079 0 0 0 856 1704 2560 2833 1916 2277 4000 11026 2833 1916 2277 4856 1704 13586 0 0 0 0 0 0 8124772 7890877 8467013 10224036 10586967 45293665 0.99970 0.99952 0.00030 0.00048 X 13200 73 13127 1025235 589500 435735 13036 13036 461898 0 DUE TO AFFILIATES 731465 MISCELLANEOUS LIABILITIES 19000 750465 X Schedule D, Part X, Line 2: THE FOLLOWING FOOTNOTE IS FROM THE AUDITED COMBINED FINANCIAL STATEMENTS FOR PREMIER HEALTH AND AFFILIATES. UVMC IS THE PARENT ORGANIZATION OF UPPER VALLEY PROFESSIONAL CORP. PREMIER HEALTH (PREMIER), MEDAMERICA HEALTH SYSTEMS (MAHS), ATRIUM HEALTH SYSTEM (AHS), AND UVMC HAVE BEEN DETERMINED BY THE INTERNAL REVENUE SERVICE TO BE TAX-EXEMPT NONPROFIT CORPORATIONS AND PUBLIC CHARITIES UNDER SECTIONS 501(C)(3) AND 509(A), RESPECTIVELY, OF THE INTERNAL REVENUE CODE. SAMARITAN HEALTH PARTNERS (SHP) IS TAX-EXEMPT UNDER SECTION 501(C)(3) AND IS A PUBLIC CHARITY BY REASON OF BEING INCLUDED IN THE GROUP RULING ISSUED TO THE U.S. CATHOLIC CHURCH. AS TAX-EXEMPT ORGANIZATIONS, THEIR INCOME IS EXEMPT FROM FEDERAL INCOME TAX EXCEPT TO THE EXTENT OF ANY UNRELATED BUSINESS ACTIVITIES. TAXES PAYABLE AT DECEMBER 31, 2014 AND 2013 FOR SUCH UNRELATED BUSINESS ACTIVITIES ARE NOT SIGNIFICANT. PREMIER, MAHS, SHP, AHS, AND UVMC ALSO OWN OR CONTROL CERTAIN SUBSIDIARIES, WHICH ARE FOR PROFIT CORPORATIONS SUBJECT TO FEDERAL INCOME TAXES. THESE ARE: PREMIER HEALTH INSURING COMPANY (PHIC) (A WHOLLY OWNED SUBSIDIARY OF PREMIER HEALTH) PREMIER HEALTH PLAN (PHPLAN) (A WHOLLY OWNED SUBSIDIARY OF PHIC) MVHE, INC. AND PREMIER HEALTH SPECIALISTS, INC. (FORMERLY HEALTH SPECIALISTS OF DAYTON, INC.) (SUBSIDIARIES OF MAHS) SAMARITAN FAMILY CARE (SUBSIDIARY OF SHP) AND SAMARITAN NORTH SURGERY CENTER LIMITED (A JOINT-VENTURE PARTNERSHIP OF WHICH GSH IS AN 80% OWNER) MIDDLETOWN SURGERY CENTER, LLC (A JOINT VENTURE PARTNERSHIP OF WHICH AMC IS AN 80.5% OWNER) (SUBSIDIARY OF AHS) UVMC MANAGEMENT CORPORATION AND AFTER HOURS FAMILY CARE, INC. (SUBSIDIARIES OF UVMC) MANAGEMENT ANNUALLY REVIEWS THE TAX POSITIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS. false true false false false false false false false THOMAS PARKER FORMER TRUSTEE & OFFICER 0 353725 0 77093 0 23932 0 24748 0 3744 0 483242 0 0 TIM D SNIDER- SEE SCHED O BOARD TREASURER & CFO 0 197727 0 31660 0 1147 0 12268 0 24587 0 267389 0 0 CASS CULLIS MD PHYSICIAN 453720 0 0 0 24628 0 8595 0 24146 0 511089 0 0 0 WILLIAM CZAJKA MD PHYSICIAN 449743 0 0 0 31216 0 4754 0 28302 0 514015 0 0 0 DON DELCAMP MD PHYSICIAN 428911 0 0 0 21299 0 5039 0 25604 0 480853 0 0 0 POLLY F TRAIN MD PHYSICIAN: SPECIALTY 327289 0 136286 0 659 0 1725 0 10659 0 476618 0 0 0 MARK ZUNKIEWICZ MD PHYSICIAN 529818 0 0 0 1093 0 7620 0 24368 0 562899 0 0 0 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0 320114 0 103541 0 140569 0 15964 0 30930 0 611118 0 36545 REBECCA A RICE UPPER VALLEY MED CTR PRES &CEO 0 263033 0 21943 0 24587 0 31742 0 14570 0 355875 0 0 PART I, LINE 3: THE CEO'S COMPENSATION IS ESTABLISHED BY THE COMPENSATION COMMITTEE OF PREMIER HEALTH, OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, AND PAID BY UPPER VALLEY MEDICAL CENTER. PART I, LINE 4B: DUE TO RESTRICTIONS IMPOSED BY THE INTERNAL REVENUE CODE, CERTAIN PERSONS ARE LIMITED IN THE AMOUNT OF BENEFIT THAT CAN BE EARNED UNDER A QUALIFIED RETIREMENT PLAN. LIKE MANY EMPLOYERS, UPPER VALLEY PROFESSIONAL CORPORATION (UVPC), COMPENSATES FOR THIS LIMITATION AND SUPPLEMENTS THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. UVPC SUPPLEMENTS THE AFFECTED EXECUTIVES THROUGH A PENSION RESTORATION PLAN AND A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP). THE BENEFITS UNDER THESE SUPPLEMENTAL NONQUALIFIED PLANS ARE SUBJECT TO MULTI-YEAR VESTING AND A PARTICIPANT CAN FORFEIT BENEFITS EARNED IF VESTING REQUIREMENTS ARE NOT SATISFIED. UNDER THE TERMS OF THE SUPPLEMENTAL PLANS, AND BECAUSE OF TAX RULES PERTAINING TO TAXATION OF THE EARNED BENEFITS UPON VESTING, CERTAIN INDIVIDUALS RECEIVED A PAYOUT OF THE CUMULATIVE VESTED BENEFITS UNDER THEIR SUPPLEMENTAL PLAN DURING 2014. THERE WERE NO INDIVIDUALS MEETING THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN 2014. THE INDIVIDUAL LISTED BELOW HAS MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP AND RECEIVED THE ASSOCIATED PAYMENT IN 2014: MICHAEL MAIBERGER $36,545. BASED ON THE GUIDANCE PROVIDED IN THE INSTRUCTIONS TO THE FORM 990, ANY PAYMENTS TO THE PARTICIPANTS RELATED TO THESE PLANS THAT WERE MADE WITHIN 2-1/2 MONTHS AFTER THE END OF THE ORGANIZATION'S TAX YEAR ARE NOT TREATED AS DEFERRED COMPENSATION FOR PURPOSES OF SCHEDULE J. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. ANY PAYMENTS MADE AFTER THE 2-1/2 MONTHS WERE PROPERLY REPORTED ON PRIOR YEARS' FILED IRS FORM 990 RETURNS, DISCLOSING COMPENSATION EARNED BY THESE INDIVIDUALS UNDER THE PLANS FOR EACH SUCH YEAR. Schedule J, Part II, Line 2: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hospital. The compensation reported on Part VII & Schedule J, Part II includes all of his reportable compensation, even though Upper Valley Medical Center is reimbursed by the unrelated hospital for his time spent at that institution. PART III, LINE 4A: THE PRIMARY EXEMPT PURPOSE OF UPPER VALLEY PROFESSIONAL CORPORATION (UVPC) IS TO PROVIDE PRIMARY HEALTH CARE SERVICES TO INDIVIDUALS IN THE COMMUNITY SERVED BY UPPER VALLEY MEDICAL CENTER, A RELATED, TAX-EXEMPT HOSPITAL. AS A PART OF THE UVMC HEALTH SYSTEM, UPPER VALLEY PROFESSIONAL CORPORATION PROVIDES CHARITY CARE TO ITS PATIENTS AND IS COMMITTED TO PRESERVING LONG-TERM ACCESS TO QUALITY HEALTH CARE SERVICES FOR MIAMI COUNTY AND THE SURROUNDING AREA. THIS ORGANIZATION WAS FORMED IN 1994 TO ASSURE ACCESS TO APPROPRIATE CARE AT AN ACCEPTABLE COST FOR PATIENTS IN A MANAGED CARE ENVIRONMENT. DURING 2014, UPPER VALLEY PROFESSIONAL CORPORATION PROVIDED CARE AT EIGHT LOCATIONS IN MIAMI AND DARKE COUNTIES. SERVICES INCLUDE FAMILY MEDICINE, INTERNAL MEDICINE, AND PEDIATRICS. THERE WERE 90,947 OFFICE VISITS TO PHYSICIANS, AS WELL AS ADDITIONAL VISITS FOR NURSE PROCEDURES, SUPPLIES, AND LAB WORK. MEDICAL SERVICES ARE PROVIDED TO ALL INDIVIDUALS, REGARDLESS OF ABILITY TO PAY. FORM 990, PART VI, SECTION A, QUESTION 3: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF UVMC (THE PARENT COMPANY OF UPPER VALLEY PROFESSIONAL CORPORATION) DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR UVMC, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE SERVICES AND THE CONSOLIDATION OF SUCH SERVICES. UVMC SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. UVMC SHALL IMPLEMENT THE CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. UVMC SHALL IMPLEMENT ANY BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF UVMC WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED, TO INSURERS. UVMC MUST HAVE APPROVAL FROM PREMIER TO BORROW IN ANY FISCAL YEAR, GUARANTEE IN ANY YEAR, OR INCUR ANY LIEN OR OTHER ENCUMBRANCE ON ANY PROPERTY IN AN AMOUNT EQUAL TO OR GREATER THAN $1,000,000. UVMC MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN PREMIER'S ACTIVITIES. FORM 990, PART VI, SECTION A, QUESTION 6: UVMC IS THE SOLE SHAREHOLDER OF THE 375 SHARES OF COMMON STOCK OF UPPER VALLEY PROFESSIONAL CORPORATION, WHICH INCLUDES UVPC SPECIALISTS, INC. AND AFTER HOURS FAMILY CARE, INC. UNDER A "SHARE CONTROL AGREEMENT", THE SHAREHOLDER AGREES TO VOTE EACH SHARE OF THE CORPORATION'S CAPITAL STOCK ON ANY MATTER SUBMITTED FOR A VOTE, ONLY AS APPROVED IN ADVANCE AND IN WRITING BY UPPER VALLEY PROFESSIONAL CORPORATION. THE SHAREHOLDER RECEIVES NO ECONOMIC BENEFIT FROM HIS OWNERSHIP OF THE CORPORATION. FORM 990, PART VI, SECTION A, QUESTION 7A: THE SHAREHOLDER SHALL ELECT ONLY PERSONS APPROVED BY UPPER VALLEY PROFESSIONAL CORPORATION (UVPC) AS DIRECTORS OF UVPC. UVPC SHALL HAVE THE POWER TO REQUIRE THE SHAREHOLDER TO INITIATE ANY AND ALL ACTIONS AS TO THE ELECTION AND REMOVAL OF DIRECTORS OF UVPC AND THE FILLING OF VACANCIES ON THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, QUESTION 7B: SEE THE RESPONSE ABOVE FOR FORM 990, PART VI, SECTION A, QUESTION 3. FORM 990, PART VI, SECTION B, QUESTION 11B: THIS 990 TAX RETURN AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. THE RETURN IS CONCURRENTLY SENT TO ERNST & YOUNG U.S. LLP FOR THEIR REVIEW. AFTER ALL CHANGES FROM THE ABOVE GROUPS ARE MADE, THE RETURN IS REVIEWED BY THE VICE PRESIDENT/CONTROLLER OF PREMIER AND THE CHIEF FINANCIAL OFFICER OF THIS ENTITY. A FINAL VERSION OF THE RETURN IS SENT TO ERNST & YOUNG U.S. LLP FOR A FINAL REVIEW AND THEN PROVIDED TO THE BOARD OF TRUSTEES FOR REVIEW. AT A BOARD OF TRUSTEES MEETING, THE VICE PRESIDENT/CONTROLLER OF PREMIER (OR DESIGNEE) SHARES DETAILED INFORMATION ON COMPENSATION AND OTHER KEY AREAS, AS WELL AS ADDRESSES ANY OTHER QUESTIONS FROM THE BOARD OF TRUSTEES, PENDING THEIR REVIEW. THE 990 TAX RETURN IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. FORM 990, PART VI, SECTION B, QUESTION 12C: PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, OFFICERS, EXECUTIVE DIRECTORS, VICE PRESIDENTS, DIRECTORS, PURCHASING DEPARTMENT STAFF, AUTHORIZED PURCHASERS, MEDICAL DIRECTORS, DEPARTMENT AND SECTIONS CHAIRS, AND ALL EMPLOYED PHYSICIANS TO ANNUALLY REVIEW THE PREMIER COMPREHENSIVE CONFLICT OF INTEREST STATEMENT, AN EXPLANATORY MEMORANDUM, THE ANTITRUST COMPLIANCE POLICY, AND COMPLETE AN INDIVIDUAL QUESTIONNAIRE DISCLOSING ANY POTENTIAL CONFLICTS AS DEFINED IN THE CONFLICT OF INTEREST POLICY. THIS IS ACCOMPLISHED EITHER BY WAY OF AN ELECTRONIC COMMUNICATION SENT OUT DIRECTLY BY THE CORPORATE COMPLIANCE DEPARTMENT OR BY WAY OF A MEMO SENT OUT FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF PREMIER. IT ALSO INCLUDES AN EXPLANATORY MEMORANDUM OF SPECIFIC ACTIVITIES THAT MIGHT GIVE CAUSE TO A CONFLICT AND AN INDIVIDUAL QUESTIONNAIRE TO DISCLOSE ALL SUCH ACTIVITIES. THIS QUESTIONNAIRE MUST BE COMPLETED AND SIGNED BY THE INDIVIDUAL. THIS CORRESPONDENCE INCLUDES A COPY OF THE ANTITRUST COMPLIANCE POLICY THAT MUST BE SIGNED BY THE INDIVIDUAL. ALL OF THESE DOCUMENTS ARE SENT TO THE CORPORATE COMPLIANCE DEPARTMENT. THE CORPORATE COMPLIANCE DEPARTMENT ENSURES ALL FORMS ARE RETURNED AND RETAINS THE DOCUMENTS FOR FIVE YEARS. IN ADDITION, AT EACH MEETING OF THE BOARD OR ANY BOARD COMMITTEE, FOLLOWING APPROVAL OF THE PREVIOUS MEETING'S MINUTES, THE BOARD OR COMMITTEE CHAIR SHALL REQUEST ANY BOARD MEMBER WHO PERCEIVES A POTENTIAL CONFLICT OF INTEREST ON ANY OF THE MEETING'S AGENDA ITEMS TO DISCLOSE THE POTENTIAL CONFLICT. ADDITIONALLY, AT ANY BOARD OR BOARD COMMITTEE MEETING WHERE THE SUBJECT OF CONFLICT OF INTEREST IS DISCUSSED, THE MINUTES SHALL CONTAIN THE NAME OF THE PARTY DISCUSSING A POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST AND WHETHER A CONFLICT OF INTEREST WAS FOUND TO EXIST. IF A CONFLICT OF INTEREST IS DETERMINED BY THE BOARD TO EXIST, THE MEMBER WILL BE EXCUSED FROM PARTICIPATING IN ANY DISCUSSION OR VOTING ON THE PARTICULAR AGENDA ITEM. THE CHIEF COMPLIANCE AND ENTERPRISE RISK OFFICER REPORTS THE RESULTS OF THE PREMIER CONFLICT OF INTEREST QUESTIONNAIRES NO LESS THAN ANNUALLY TO THE BOARD OF TRUSTEES BY WAY OF THE COMPLIANCE AND AUDIT COMMITTEE. THIS REVIEW IS DOCUMENTED IN THE MINUTES OF THE MEETING. PERIODICALLY, THE INTERNAL AUDIT DEPARTMENT WILL REVIEW A SAMPLE OF COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES AND REPORT THE RESULTS TO THE COMPLIANCE AND AUDIT COMMITTEE. THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRES ARE INDIVIDUALLY SUMMARIZED IN A DOCUMENT AND SENT ELECTRONICALLY TO THE FINANCE DEPARTMENT FOR ANY NECESSARY DISCLOSURES REQUIRED ON THE 990 TAX RETURN. FORM 990, PART VI, SECTION B, QUESTION 15A AND 15B: PREMIER HEALTH, OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, FOLLOWS A MARKET BASED COMPENSATION PHILOSOPHY DESIGNED TO ATTRACT AND RETAIN THE EXECUTIVE TALENT REQUIRED TO MEET THE HIGH PERFORMANCE STANDARDS OF OUR BOARD AND OUR COMMUNITY. PREMIER ANNUALLY REVIEWS EXECUTIVE COMPENSATION SURVEY DATA FOR A REGIONAL PEER GROUP OF SYSTEMS AND HOSPITALS THAT ARE SIMILAR IN SIZE AND COMPLEXITY TO PREMIER AND ITS AFFILIATES. THE DATA FOR THE SURVEY IS PROVIDED BY A THIRD PARTY CONSULTANT GROUP THAT IS INDEPENDENT OF PREMIER. THIS REPORT INCLUDES COMPARABILITY FOR KEY EXECUTIVES, VICE PRESIDENTS, AND DIRECTOR LEVEL POSITIONS. THE INDEPENDENT COMPARABILITY DATA IS REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THIS COMMITTEE IS COMPRISED OF THREE MEMBERS, ALL OF WHOM ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF STRATEGY OFFICER, AND THE HOSPITAL CEOS. OTHER POSITIONS ARE REVIEWED AT A HIGH LEVEL FOR REASONABLENESS. ALL THE MEETING MINUTES ARE DOCUMENTED AND KEPT ON FILE ALONG WITH ANY COMPARABILITY DATA AND THE CONSULTANT REPORT. AFTER THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION ACTIONS, THE PROCESS IS AUDITED BY THE INTERNAL AUDIT DEPARTMENT. THE EXECUTIVE COMPENSATION COMMITTEE PRESENTS THE COMPENSATION ACTIONS TO THE PREMIER BOARD ANNUALLY. FORM 990, PART VI, SECTION C, QUESTION 19: THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON THE COMPANY WEBSITE. Form 990, Part VII, Line 1a, Item 7: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hos UVMC 110 N MAIN ST SUITE 500 Dayton OH 45402 341850683 Parent OH 501(C)(3) 11-III-FI NA false Med-Terra Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311232074 Holding Co. OH 501(C)(2) N/A UVMC true UVMC Nursing Care Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311224064 Nursing Homes OH 501(C)(3) 9 UVMC true Upper Valley Medical Center 110 N MAIN ST SUITE 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true UVPC Specialists Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 203687536 Healthcare OH 501(C)(3) 9 UV PROF CORP true UVMC Management Corporation 110 N MAIN ST 500 DAYTON OH 45402 311360489 MGT Company OH UVMC C Corp 0 0 0.00000 true After Hours Family Care Inc 31 Stanfield Rd Troy OH 45373 311269483 Healthcare OH Prof Corp C Corp 726592 280616 1.00000 true false true true false false false false false true false true true false false true true true false true UPPER VALLEY MEDICAL CENTER C 4892871 FMV UPPER VALLEY MEDICAL CENTER O 2278931 FMV UPPER VALLEY MEDICAL CENTER P 239847 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS L 4201560 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS Q 336093 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS S 87147 FMV MED-TERRA INC K 342349 FMV AFTER HOURS FAMILY CARE INC L 54000 FMV AFTER HOURS FAMILY CARE INC O 330341 FMV UVMC MANAGEMENT CORP O 267844 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS C 1000000 FMV UVMC MANAGEMENT CORP B 286474 FMV