2014-11-13T10:30:30-06:00 2013-12-31 ERNST & YOUNG US LLP 41 S HIGH ST 1100 COLUMBUS OH 43215 990 2013-01-01 311224064 UVMC Nursing Care Inc % J MICHAEL SIMS UVMC 9374999942 110 N MAIN ST Suite 500 DAYTON OH 45402 TIMOTHY D SNIDER Vice President & CFO 9374404000 2014-11-12 true DIANE L BEAN P00104972 9374404000 2013 2015-11-30 17:44:51Z BECKY RICE 3130 N COUNTY ROAD 25A TROY OH 45373 20310670 false X WWW.PREMIERHEALTH.COM X 1987 OH TO PROVIDE SKILLED NURSING AND REHABILITATIVE SERVICES. 6 5 0 5 0 0 0 20287869 20069554 343621 53667 152638 187449 20784128 20310670 0 0 0 0 0 0 0 0 0 19175752 19084031 19175752 19084031 1608376 1226639 16718878 17835977 7904730 11576055 8814148 6259922 X UVMC NURSING CARE, INC., AS A SUBSIDIARY OF UVMC, SERVES AN INTEGRAL PART IN ACHIEVING UVMC'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 15969240 0 18997847 Nursing Homes - See schedule O 1061075 0 1071707 Retirement Community - See schedule O 17030315 true false false false false false false false true 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 false false true 65 0 true 0 false false false false false false false false false false X 6 5 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 WILLIAM E LUKENS TRUSTEE 0.5 2.5 X 0 0 0 DOUGLAS R MURRAY TRUSTEE 0.5 2.5 X 0 0 0 PETER E NIMS MD TRUSTEE 0.5 2.5 X 0 0 0 CRAIG C BUNDSCHUH BOARD SECRETARY 0.5 2.5 X X 0 0 0 ARTHUR R DISBROW BOARD VICE-CHAIR 0.5 2.5 X X 0 0 0 ROWAN R NICKOL MD BOARD CHAIR 2.0 38.0 X X 0 223946 21096 THOMAS PARKER PRESIDENT & CEO 2.0 38.0 X 0 412988 24072 TIMOTHY D SNIDER VICE PRESIDENT / CFO 2.0 18.0 X 0 115310 17211 JENNA M DOWNEY ESQ RECORDING SECRETARY 0.5 2.5 X 0 0 0 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0.0 0.0 X 0 546586 75119 0 1298830 137498 0 true true false ADCARE HEALTH SYSTEMS 1145 HEMBREE RD ROSWELL GA 30076 MANAGEMENT SERVICES 2974197 CONCEPT REHAB INC 7150 GRANITE CIR TOLEDO OH 43617 THERAPY SERVICES 1242013 REMEDI SENIOR CARE 962 S DORSET RD TROY OH 45373 SENIOR CARE 581028 MCKESSON PO BOX 630693 CINCINNATI OH 45263 TECHNOLOGY SOLUTIONS 242390 CGS ADMINISTRATORS LLC TWO VANTAGE WAY NASHVILLE TN 37228 ADMINISTRATION 143846 5 0 NET PATIENT REVENUE (NURSING HOMES) 623000 18997847 18997847 RETIREMENT COMMUNITY FEES 531390 1071707 1071707 20069554 53667 53667 0 0 0 0 0 0 0 0 0 BEAUTY SHOP 812900 45213 45213 TRANSPORTATION 448000 9315 9315 MEDICAL RECORDS 900099 1616 1616 131305 131305 187449 20310670 20069554 241116 0 0 0 0 0 0 0 0 0 0 851932 731980 119952 24661 21189 3472 0 0 0 0 1688852 1688852 32528 32528 347937 298947 48990 0 0 710782 610704 100078 18301 15724 2577 0 0 0 0 782109 671988 110121 67695 58164 9531 PURCHASED PERSONNEL 10868319 9338060 1530259 BED OCCUPANCY TAX 1081200 1081200 OPERATING SUPPLIES 1695397 1695397 PURCHASED SERVICES 885996 761248 124748 28322 24334 3988 19084031 17030315 2053716 0 7250 6250 2682971 5950078 0 0 2121611 1898015 0 0 0 0 0 0 0 0 90172 79776 22646781 15149196 8074952 7497585 3741922 2367138 0 0 0 0 0 0 0 37135 16718878 17835977 2037876 2268202 0 0 1533278 1522358 0 0 29730 105831 0 0 0 0 0 0 4303846 7679664 7904730 11576055 X 8814148 6259922 0 0 0 0 8814148 6259922 16718878 17835977 X 1226639 -36028 -3475628 -269209 X false true X true false X 0 0 0 0 0 0 20874981 20162984 20483383 20287869 20069554 101878771 116558 101148 89284 152638 187449 647077 0 0 20991539 20264132 20572667 20440507 20257003 102525848 0 0 0 102525848 144183 181374 227760 343621 53667 950605 0 144183 181374 227760 343621 53667 950605 0 0 21135722 20445506 20800427 20784128 20310670 103476453 0.99081 0.98923 0.00919 0.01078 X false true X 641407 641407 16349422 10986975 5362447 5655952 4162221 1493731 7497585 0 REFUNDABLE FEES 7679079 DUE TO AFFILIATES 585 7679664 X SCHEDULE D, Part IV, LINE 2B: THE LONG-TERM CARE FACILITIES ARE MANAGED BY AN OUTSIDE COMPANY. THE ESCROW LIABILITY ON FORM 990, PART X, LINE 21 REPRESENTS FUNDS HELD BY EACH NURSING HOME FOR USE BY THE RESIDENTS. MEDICAID RESIDENTS ARE ABLE TO KEEP A PORTION OF THEIR BENEFITS AND ARE RESPONSIBLE FOR PERSONAL CARE ITEMS SUCH AS HAIR CARE, TOILETRIES, DINING OUT, ETC. THE NURSING HOME HOLDS THE FUNDS FOR THE RESIDENTS, AND THE RESIDENTS ARE ABLE TO ACCESS THEIR FUNDS WHEN THEY ARE NEEDED. SCHEDULE D, PART X, LINE 2: The following footnote is from the audited combined financial statements for Premier Health and affiliates. UVMC, Inc. is the parent organization of UVMC Nursing Corp. Premier Health (Premier), MedAmerica Health Systems (MAHS), Atrium Health System (AHS), and UVMC, Inc. (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, 2013 and 2012 for such unrelated business activities are not significant. MAHS, SHP, AHS, and UVMC also own or control certain subsidiaries, which are for profit corporations subject to federal income taxes. These are: 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 its tax positions and has determined that there are no material uncertain tax positions. false true false false false true true false false ROWAN R NICKOL MD BOARD CHAIR 0 139695 0 72817 0 11434 0 2237 0 18859 0 245042 0 0 THOMAS PARKER PRESIDENT & CEO 0 305233 0 84701 0 23054 0 20176 0 3896 0 437060 0 0 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0 394155 0 108151 0 44280 0 48688 0 26431 0 621705 0 36422 Part I, Line 3: THE CEO'S COMPENSATION IS ESTABLISHED 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, UVMC, INC (THE PARENT OF UVMC NURSING) (UVMC), COMPENSATES FOR THIS LIMITATION AND SUPPLEMENTS THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. UVMC 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 MAY HAVE RECEIVED A PAYOUT OF THE CUMULATIVE VESTED BENEFITS UNDER THEIR SUPPLEMENTAL PLAN DURING 2013. THERE WERE NO INDIVIDUALS MEETING THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND NO PAYMENTS WERE MADE IN 2013. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP AND RECEIVED THE ASSOCIATED PAYMENT IN 2013: MICHAEL MAIBERGER $36,422. 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. PART I, LINES 6A & 6B: PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UVMC NURSING CARE, INC.) IS AN AFFILIATE, HAS AN INCENTIVE COMPONENT FOR ALL EXECUTIVE AND DIRECTOR LEVEL EMPLOYEES THAT TIES A PORTION OF THEIR TOTAL COMPENSATION TO ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES AND OUTCOMES. THE ORGANIZATIONAL CRITERION IS WEIGHTED ACCORDING TO BALANCED SCORECARD CATEGORIES: POSITIVE WORK ENVIRONMENT (15%), QUALITY (30%), PATIENT SATISFACTION (15%), PHYSICIAN PARTNERSHIP (15%), AND FINANCIAL (25%). THE FINANCIAL CATEGORY OF THE SCORECARD IS BASED ON NET EARNINGS OF THE INDIVIDUAL HOSPITAL AND THE NET EARNINGS OF THE SYSTEM OF A WHOLE. THIS FINANCIAL TARGET IS SET BASED ON THE OPERATING AND CASH FLOW MARGINS REQUIRED TO MAINTAIN THE SYSTEM'S AA CREDIT RATINGS. INCENTIVE OBJECTIVES FOR DIRECTORS AND ABOVE ARE WEIGHTED 45% ON ORGANIZATIONAL CRITERIA, 45% ON INDIVIDUAL CRITERIA, AND 10% ON OPERATIONAL EFFECTIVENESS. THE 2013 INCENTIVE PLAN AMOUNTS WERE PAID TO THE PARTICIPANTS IN 2014. THESE ARE NOT REPORTED AS DEFERRED COMPENSATION ON THE 2013 FORM 990 BASED ON THE DEFINITION OF DEFERRED COMPENSATION CONTAINED IN THE FORM 990 INSTRUCTIONS. PER THE INSTRUCTIONS, "DEFERRED COMPENSATION IS GENERALLY TREATED AS EARNED OR ACCRUED IN THE YEAR THAT SERVICES ARE RENDERED, EXCEPT WHEN ENTITLEMENT TO PAYMENT IS CONTINGENT ON SATISFACTION OF SPECIFIED ORGANIZATIONAL GOALS OR PERFORMANCE CRITERIA (OTHER THAN MERE LONGEVITY OF SERVICE) UNDER THE DEFERRED COMPENSATION PLAN." BASED ON THE INCENTIVE PROGRAM CRITERIA OUTLINED ABOVE, WE BELIEVE THE INCENTIVE PAYMENTS MEET THE EXCEPTION NOTED IN THE INSTRUCTIONS. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. Part III, Line 4A and 4B: THE PRIMARY EXEMPT PURPOSE OF UVMC NURSING CARE, INC. IS TO PROVIDE SKILLED NURSING AND REHABILITATIVE SERVICES IN A LONG-TERM HEALTHCARE SETTING TO INDIVIDUALS IN THE COMMUNITY SERVED BY UPPER VALLEY MEDICAL CENTER, A RELATED TAX-EXEMPT HOSPITAL. AS A PART OF THE UVMC HEALTH SYSTEM, UVMC NURSING CARE, INC. IS COMMITTED TO PRESERVING LONG-TERM ACCESS TO QUALITY HEALTH CARE SERVICES FOR MIAMI COUNTY AND THE SURROUNDING AREA. THIS ORGANIZATION WAS FORMED IN 1987 TO ASSURE ACCESS TO APPROPRIATE CARE AT AN ACCEPTABLE COST FOR PATIENTS IN A MANAGED CARE ENVIRONMENT. IN JUNE OF 1989, IT WAS GRANTED TAX EXEMPT STATUS. KOESTER PAVILION IS A 150-BED NURSING HOME PROVIDING LONG-TERM CARE FOR SKILLED AND INTERMEDIATE CARE PATIENTS AS WELL AS FREEDOM COURT, A SPECIALIZED ALZHEIMER'S UNIT. SPRINGMEADE HEALTH CENTER IS A 99-BED NURSING HOME OFFERING A RECUPERATIVE, REHABILITATIVE HEALTH CENTER AND CONVALESCENT AND EXTENDED CARE SERVICES INCLUDING FREEDOM COURT, A DEDICATED ALZHEIMER'S UNIT. BOTH NURSING HOMES CARE FOR MEDICAID, MEDICARE, INSURANCE AND PRIVATE PAY PATIENTS. PATIENT DAYS FOR 2013 WERE: KOESTER PAVILION 44,717 SPRINGMEADE 35,186 TOTAL 79,903 THE MAJORITY OF THE EXPENDITURES FOR UVMC NURSING CARE, INC. RELATES TO THE COSTS OF THE PROFESSIONAL AND NURSING SERVICES NEEDED TO SERVE THOSE ENTRUSTED TO OUR CARE. EXPENSES ASSOCIATED WITH LONG-TERM CARE ARE REPORTED ON FORM 990, PART III, LINE 4A. SPRINGMEADE RESIDENCE, LOCATED ON THE SAME CAMPUS AS THE HEALTH CENTER, OFFERS TWO- AND THREE-BEDROOM RETIREMENT LIVING COACH HOMES. SPRINGMEADE COACH HOMES ARE SITUATED TO OFFER A VIEW OF THE NATURAL BEAUTY AND VISUAL AMENITIES WHICH SURROUND THE AREA. SERVICES ARE DESIGNED TO ENHANCE THE LIVES OF THE RESIDENTS BY PROVIDING: 1) ALL PROPERTY TAXES AND INSURANCE ON THE STRUCTURES 2) YEAR ROUND INTERIOR AND EXTERIOR MAINTENANCE AND GROUNDS KEEPING 3) SPRINGMEADE SPONSORED SPECIAL EVENTS AND SOCIAL FUNCTIONS 4) ELECTRONIC CONTACT SYSTEM THAT PROVIDES NOTIFICATION FOR RAPID RESPONSE TO HEALTH EMERGENCIES. EXPENSES ASSOCIATED WITH THE RETIREMENT COMMUNITY ARE REPORTED ON FORM 990, PART III, LINE 4B. PART V, QUESTION 2A: UVMC NURSING CARE, INC. DOES NOT HAVE DIRECT EMPLOYEES. ADCARE HEALTH SYSTEMS, INC. PROVIDES ALL NURSING, ADMINISTRATIVE, AND FINANCIAL SERVICES TO PERFORM THE DAY-TO-DAY OPERATION OF THE NURSING HOMES. ALLOCATED PERSONNEL EXPENSES ARE REPORTED ON PART IX, LINE 24A OF FORM 990. PART VI, SECTION A, QUESTION 3: ADCARE HEALTH SYSTEMS, INC., UNDER THE DIRECTION OF THE EXECUTIVE MANAGEMENT TEAM OF UVMC, PROVIDES ALL ADMINISTRATIVE, NURSING, AND FINANCIAL SERVICES TO PERFORM THE DAY-TO-DAY OPERATIONS OF THE NURSING HOMES. PART VI, SECTION A, LINE 6: UVMC IS THE SOLE CORPORATE MEMBER OF UVMC NURSING CARE, INC., AND AS SUCH, HAS SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES OF THE ORGANIZATION. PART VI, SECTION A, LINE 7A: UVMC HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES FOR UVMC NURSING CARE, INC. UVMC HAS THE AUTHORITY TO REMOVE TRUSTEES AT ANY REGULAR OR SPECIAL BOARD MEETING OR BY WRITTEN CONSENT. PREMIER HEALTH (PREMIER) HAS THE RIGHT TO REQUEST THAT UVMC REMOVE A TRUSTEE OF UVMC, UPPER VALLEY MEDICAL CENTER, OR ANY OF THE SUBSIDIARIES OF UVMC IF PREMIER HAS DETERMINED THAT SUCH TRUSTEE IS FRUSTRATING THE GOALS AND PURPOSES OF PREMIER'S NETWORK. SUCH REQUEST SHALL NOT BE UNREASONABLY REFUSED BY UVMC. PART VI, SECTION A, LINE 7B: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF UVMC (THE PARENT COMPANY OF UVMC NURSING CARE, INC.) 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. 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. PART VI, SECTION B, LINE 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 COMPANY OF UVMC NURSING CARE, INC.) 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. PART VI, SECTION B, LINE 12C: PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UVMC NURSING CARE, INC.) 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 OFFICER. 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 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 CORPORATE COMPLIANCE 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. PART VI, SECTION B, LINE 15A & 15B: PREMIER HEALTH, OF WHICH UVMC (THE PARENT OF UVMC NURSING CARE, INC.) 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 WHICH ARE INDEPENDENT. THIS COMMITTEE REVI Upper Valley Medical Center 110 N MAIN ST SUITE 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true Upper Valley Professional Corp (UVPC) 110 N MAIN ST SUITE 500 DAYTON OH 45402 311400963 Health Care OH 501(C)(3) 9 UVMC true UVPC Specialists 110 N MAIN ST SUITE 500 DAYTON OH 45402 203687536 Health Care OH 501(C)(3) 9 UVPC true Med-Terra Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311232074 Holding Co. OH 501(C)(2) N/A UVMC true UVMC 110 N MAIN ST SUITE 500 DAYTON OH 45402 341850683 Parent OH 501(C)(3) 11, I NA false 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 Troy OH 45373 311269483 Healthcare OH UVPC C Corp. 0 0 0.00000 true false false false false false false false false false false false false false false true true false false