2013-05-13T14:17:31-05:00 2012-09-30 020383073 WILLIAM STEELE & ASSOCIATES PC 40 STARK STREET MANCHESTER NH 03101 990 2011-10-01 870807914 CORE PHYSICIANS LLC CORE 6035806695 5 ALUMNI DRIVE EXETER NH 03833 KEVIN J O'LEARY 6035806695 2013-05-09 1 WILLIAM G STEELE JR CPA P00233103 6036228881 2011 2016-02-24 21:20:13Z DEBRA CRESTA 5 ALUMNI DRIVE EXETER NH 03833 67576980 0 X WWW.COREPHYSICIANS.ORG X LIMITED LIABILITY CORPORATION 2007 NH THE MISSION OF CORE PHYSICIANS IS TO IMPROVE THE HEALTH OF THE COMMUNITY. THIS MISSION IS PRINCIPALLY ACCOMPLISHED THROUGH THE PROVISION OF HEALTH SERVICES AND INFORMATION TO THE COMMUNITY. AS A MULTI-SPECIALTY GROUP PRACTICE, CORE PHYSICIANS PROVIDES COMMUNITY ACCESS TO PRIMARY CARE PHYSICIANS, SPECIALTY PHYSICIAN SERVICES, PEDIATRIC DENTAL SERVICES, OFFICE BASED LABORATORY SERVICE, AS WELL CONTRACTED PHYSICIANS TO SUPPORT EXETER HOSPITAL'S 24/7 INTENSIVEST COVERAGE PROGRAM IN ITS ICU, AND INPATIENT HOSPITALIST PROGRAM. CORE PHYSICIANS SUPPORTS ACCESS TO ITS PHYSICIANS AND MEDICAL SERVICES THROUGH A ROBUST FINANCIAL ASSISTANCE PROGRAM THAT UNDERWRITES UP TO 100% OF THE COST OF MEDICAL CARE PROVIDED BY ITS PHYSICIANS BASED ON FAMILY SIZE AND INCOME FOR RESIDENTS OF OUR SERVICE AREA. 11 0 610 0 46816 14078 0 0 59122869 61648911 1626 -239621 5895807 5926156 65020302 67335446 0 0 0 0 57743388 61204334 0 0 0 19327414 19387654 77070802 80591988 -12050500 -13256542 12427990 11348580 8420348 9513680 4007642 1834900 X THE MISSION OF CORE PHYSICIANS IS TO IMPROVE THE HEALTH OF THE COMMUNITY. THIS MISSION IS PRINCIPALLY ACCOMPLISHED THROUGH THE PROVISION OF HEALTH SERVICES AND INFORMATION TO THE COMMUNITY. AS A MULTI-SPECIALTY GROUP PRACTICE, CORE PHYSICIANS PROVIDES COMMUNITY ACCESS TO PRIMARY CARE PHYSICIANS, SPECIALTY PHYSICIAN SERVICES, PEDIATRIC DENTAL SERVICES, OFFICE BASED LABORATORY SERVICE, AS WELL CONTRACTED PHYSICIANS TO SUPPORT EXETER HOSPITAL'S 24/7 INTENSIVEST COVERAGE PROGRAM IN ITS ICU, AND INPATIENT HOSPITALIST PROGRAM. CORE PHYSICIANS SUPPORTS ACCESS TO ITS PHYSICIANS AND MEDICAL SERVICES THROUGH A ROBUST FINANCIAL ASSISTANCE PROGRAM THAT UNDERWRITES UP TO 100% OF THE COST OF MEDICAL CARE PROVIDED BY ITS PHYSICIANS BASED ON FAMILY SIZE AND INCOME FOR RESIDENTS OF OUR SERVICE AREA. 0 0 68185073 67286717 CORE PHYSICIANS PROVIDES ACCESS TO PRIMARY CARE SERVICES TO MORE THAN 50,000 SEACOAST AREA RESIDENTS OF ALL AGES AND ALL DEMOGRAPHIC AND SOCIO-ECONOMIC BACKGROUNDS REGARDLESS OF THEIR ABILITY TO PAY. CORE PHYSICIANS HAS OVER 160 PROVIDERS LOCATED IN 32 LOCATIONS ACROSS THE SEACOAST. IN 2012 CORE PHYSICIANS SUPPORTED ITS MISSION BY SUPPORTING $6,994,369 IN COMMUNITY OUTREACH, BENEFITS AND FINANCIAL SUPPORT TO THE COMMUNITY EXCLUDING $12,889,101 IN UNCOVERED MEDICARE EXPENSES. PHYSICIANS PRIMARY CARE SERVICES ARE BROKEN DOWN INTO THREE SPECIALTIES INCLUDING PEDIATRICS, FAMILY PRACTICE AND INTERNAL MEDICINE. CORE PHYSICIANS PEDIATRIC PRACTICE HAS RECEIVED NATIONAL RECOGNITION FOR ITS PIONEERING WORK IN THE DEVELOPMENT OF THE PATIENT CENTERED MEDICAL HOME MODEL. CORE PHYSICIANS PEDIATRICIANS ALSO SUPPORT THE REGION'S ONLY FORMALIZED MEDICAL EVALUATION SERVICE FOR VICTIMS OF CHILD ABUSE. CORE PHYSICIANS PROVIDES FINANCIAL ASSISTANCE TO INDIVIDUALS WHO ARE UNABLE TO PAY FOR ALL OR PART OF THE COST OF THEIR MEDICAL CARE. CORE PHYSICIANS FINANCIAL ASSISTANCE PROGRAM IS AVAILABLE TO ALL INDIVIDUALS WHO MEET THE FINANCIAL ELIGIBILITY REQUIREMENTS AND WHO LIVE WITHIN CORE PHYSICIANS' SPECIFIED SERVICE AREA FOR MEDICALLY NECESSARY SERVICES. CORE PHYSICIANS' FINANCIAL ASSISTANCE PROGRAM IS ALSO PROMOTED IN THE COMMUNITY THROUGH ITS LONG TERM AFFILIATION WITH SEACARE, AN INDEPENDENT, COMMUNITY NOT-FOR PROFIT THAT IS COMMITTED TO CREATING ACCESS TO MEDICAL AND SOCIAL SUPPORT SERVICES FOR RESIDENTS WHO NEED THE SUPPORT. IN ORDER TO SUPPORT THE MORE COMPLEX MEDICAL NEEDS OF OUR PRIMARY CARE PATIENTS AND THOSE OF UNAFFILIATED PATIENTS FROM ACROSS OUR SERVICE AREA, CORE PHYSICIANS PROVIDES A FULL RANGE OF MEDICAL AND SURGICAL SPECIALTIES. OUR AREAS OF SPECIALIZATION INCLUDE DIABETES, WOMEN'S HEALTH, COLORECTAL SURGERY, PLASTIC SURGERY, GENERAL SURGERY, VASCULAR SURGERY, NEUROLOGY, ORTHOPEDIC SURGERY, PHYSIATRY, RHEUMATOLOGY, UROLOGY, MEDICAL AND INVASIVE CARDIOLOGY, PULMONOLOGY AND SLEEP MEDICINE. OUR SPECIALTY SERVICES CONTINUE TO EXPAND IN ORDER TO REFLECT THE CHANGING AND GROWING HEALTHCARE NEEDS OF OUR COMMUNITY. CORE PHYSICIAN SPECIALISTS ARE BOARD CERTIFIED. CORE PHYSICIANS FINANCIAL ASSISTANCE PROGRAM ALSO EXTENDS TO COVER MEDICALLY NECESSARY SPECIALIST PROFESSIONAL SERVICES FOR INDIVIDUALS WHO MEET OUR ELIGIBILITY REQUIREMENTS. THE DENTAL PROGRAM WHICH IS CURRENTLY PART OF CORE PHYSICIANS WAS ORIGINALLY INITIATED AS A SEPARATE AFFILIATED ENTITY IN RESPONSE TO A DOCUMENTED GAP IN THE COMMUNITY RELATED TO THE AVAILABILITY OF DENTAL SERVICES FOR CHILDREN EITHER WITHOUT INSURANCE OR ON MEDICAID. THE DENTAL PROGRAM IS ONE OF SEVERAL "MISSION BASED" SPECIALTY MEDICAL SERVICES CORE PHYSICIANS PROVIDES IN THE GREATER SEACOAST COMMUNITY. CURRENTLY CORE PHYSICIANS HAS THREE DENTISTS AND SIX DENTAL HYGIENISTS WHO PROVIDE DENTAL CARE. 68185073 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 1 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 0 0 1 0 0 1 0 1 88 0 1 610 1 1 1 0 0 0 0 0 0 0 0 0 X 11 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NH X KEVIN J O'LEARY 6035806695 5 ALUMNI DRIVE EXETER NH 03833 DEBRA CRESTA 40.00 X X 0 333163 43650 MICHAEL PANGAN MD 40.00 X X 227556 0 40822 KEVIN J O'LEARY 1.00 X X 0 405438 100033 KEVIN J CALLAHAN 1.00 X 0 766738 192568 RICHARD HOLLISTER MD 40.00 X 412079 0 40569 MARTIN PRUSS MD 40.00 X 168527 0 28780 ALEXANDRA BONESHO MD 40.00 X 238756 0 34452 PETER IHM MD 40.00 X 536461 0 39195 STEVE KAHAN MD 40.00 X 424107 0 34200 REBECCA SNIDER MD 40.00 X 166563 0 28629 ELIZABETH SMITH MD 40.00 X 61558 0 4367 ALLISON CASASSA 1.00 X 0 152746 12470 CONSTANCE SPRAUER 1.00 X 0 319530 33082 TARANEH AZAR MD 40.00 X 591419 0 33337 THOMAS MCGOVERN MD 40.00 X 637415 0 33017 ROGER NOWAK MD 40.00 X 617210 0 23578 KIMBERLY MARBLE MD 40.00 X 796822 0 39338 AVNISH CLERK MD 40.00 X 500896 0 31660 5379369 1977615 793747 118 0 1 0 EXETER HEALTH RESOURCES INC 5 ALUMNI DRIVE EXETER NH 03833 ADMINISTRATIVE MANAGEMENT FEES 1264893 EXETER HOSPITAL INC 5 ALUMNI DRIVE EXETER NH 03833 SUPPORT SERVICES 1045419 NEXTGEN PO BOX 809390 CHICAGO IL 60680 BILLING SOFTWARE & SUPPORT 1011010 GOLDFISH LOCUMS LLC 5471 LEGACY DRIVE STE 200 PLANO TX 75024 CONTRACTED SERVICES 534129 NURSE TELEPHONE TRIAGE SERVICES 134 SKYVIEW TERRACE HOLYOKE MA 01040 AFTER HOURS CALL CENTER 129185 6 NET PATIENT SERVICE RE 621110 61648911 61648911 61648911 1913 1913 241534 -241534 -241534 -241534 OTHER OPERATING INCOME 621110 5088697 5088697 MEDICAL DIRECTOR FEES 621110 790643 790643 PHYSICIAN PRACTICE MGM 621110 46816 46816 5926156 67335446 67286717 46816 1913 2235607 1862037 373570 49055397 40858240 8197157 740732 616956 123776 6578798 5479481 1099317 2593800 2160376 433424 3508 3508 2309 2309 368651 364964 3687 490669 408678 81991 410577 341970 68607 3935620 3277978 657642 506283 421683 84600 2068 1722 346 2408496 2408496 1063152 885499 177653 1395512 1395512 SUPPLIES 2285144 1903296 381848 BAD DEBTS 2001565 2001565 SERVICE CONTRACTS 1758639 1464770 293869 OUTSIDE FEES/CONSULTING 1429624 1190734 238890 1325837 1141116 184721 80591988 68185073 12406915 0 261556 705885 4884821 4617658 2062317 1311510 14603910 11442814 3956401 3161096 358066 358066 904829 1194365 12427990 11348580 6032499 6447202 2387849 3066478 8420348 9513680 X 4007642 1834900 4007642 1834900 12427990 11348580 X -13256542 11083800 X 0 1 0 X 0 X 33078064 52046692 58705564 65020302 67286717 276137339 33078064 52046692 58705564 65020302 67286717 276137339 0 0 0 276137339 5638 12725 2966 1626 1913 24868 5638 12725 2966 1626 1913 24868 35682 80389 37021 46764 46816 246672 33119384 52139806 58745551 65068692 67335446 276408879 0.99900 0.99890 0.00010 0.00010 X 0 1 0 0 0 0 1 2309 0 0 2309 0 367456 252020 115436 2453238 1980696 472542 11783216 9210098 2573118 3161096 INVESTMENT - DEFERRED COMP 1194365 1194365 DUE TO RELATED ENTITIES 1753141 DEFERRED COMPENSATION 1194365 DUE TO THIRD PARTIES 118972 3066478 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: CORE PHYSICIANS, LLC IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF EXETER HEALTH RESOURCES, INC. INCLUDED IN THOSE CONSOLIDATED AUDITED FINANCIAL STATEMENTS IS THE FOLLOWING "MANAGEMENT EVALUATED THE TAX POSITIONS OF THESE ENTITIES AND HAS CONCLUDED THAT THEY HAVE MAINTAINED THEIR TAX-EXEMPT STATUS, DO NOT HAVE ANY SIGNIFICANT UNRELATED BUSINESS INCOME, AND HAVE TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS." X 0 1 X X X X 0 1 0 0 0 0 0 1 0 DEBRA CRESTA 0 229110 0 72240 0 31813 0 14700 0 28950 0 376813 0 0 MICHAEL PANGAN MD 179324 0 31050 0 17182 0 7189 0 33633 0 268378 0 0 0 KEVIN J O'LEARY 0 272025 0 82095 0 51318 0 82700 0 17333 0 505471 0 0 KEVIN J CALLAHAN 0 491486 0 175000 0 100252 0 167350 0 25218 0 959306 0 0 RICHARD HOLLISTER MD 323191 0 71758 0 17130 0 7350 0 33219 0 452648 0 0 0 MARTIN PRUSS MD 157044 0 4092 0 7391 0 5173 0 23607 0 197307 0 0 0 ALEXANDRA BONESHO MD 189015 0 32580 0 17161 0 7330 0 27122 0 273208 0 0 0 PETER IHM MD 370601 0 148268 0 17592 0 7350 0 31845 0 575656 0 0 0 STEVE KAHAN MD 384958 0 15895 0 23254 0 7350 0 26850 0 458307 0 0 0 REBECCA SNIDER MD 131040 0 12099 0 23424 0 5124 0 23505 0 195192 0 0 0 ALLISON CASASSA 0 117005 0 34233 0 1508 0 9333 0 3137 0 165216 0 0 CONSTANCE SPRAUER 0 217114 0 59062 0 43354 0 14700 0 18382 0 352612 0 0 TARANEH AZAR MD 425266 0 148268 0 17885 0 7350 0 25987 0 624756 0 0 0 THOMAS MCGOVERN MD 582785 0 21000 0 33630 0 7350 0 25667 0 670432 0 0 0 ROGER NOWAK MD 593680 0 6400 0 17130 0 7350 0 16228 0 640788 0 0 0 KIMBERLY MARBLE MD 396886 0 382518 0 17418 0 7350 0 31988 0 836160 0 0 0 AVNISH CLERK MD 483000 0 400 0 17496 0 7350 0 24310 0 532556 0 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE PROVIDED TO DEBRA CRESTA, KEVIN CALLAHAN, KEVIN O'LEARY, ALLISON CASASSA, CONSTANCE SPRAUER, ALL CORE CLINICAL MANAGERS, KIMBERLY MARBLE MD, AVNISH CLERK MD AND TARANEH AZAR MD (FOR ACQUISITION OF SUPPLEMENTAL LONG TERM DISABILITY INSURANCE). THE BENEFIT WAS TREATED AS TAXABLE INCOME. PART I, LINE 1B THERE WAS NO EXISTING POLICY CONCERNING TAX INDEMNIFICATION AND GROSS UP PAYMENTS. HOWEVER, IN THE INSTANCE OF SUCH ACTION RELATED TO THE ACQUISITION OF LONG TERM DISABILITY INSURANCE DESCRIBED ABOVE, THE TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE APPROVED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES EXECUTIVE COMMITTEE COMPRISED OF DISINTERESTED PERSONS. PART I, LINE 4B THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES, INC.) MAINTAINS A SPLIT DOLLAR SUPPLEMENTAL RETIREMENT PLAN FOR TWO EXECUTIVES (LISTED BELOW WITH AMOUNTS) SELECTED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. THE PLAN IS CLOSED TO FUTURE PARTICIPANTS. THE PLAN PROVIDES FOR ANNUAL PAYMENTS OF PREMIUMS FOR LIFE INSURANCE POLICIES INSURING THE LISTED INDIVIDUALS. THOSE LIFE INSURANCE PREMIUMS ARE COLLATERALLY ASSIGNED TO THE CORPORATION AND ANY EXCESS ACCUMULATED VALUE IN THE POLICIES (NET OF ACCUMULATED PREMIUM PAYMENTS) IS AVAILABLE TO BE PAID TO THE PARTICIPANT ONCE VESTED AT AGE 62. KEVIN CALLAHAN - EXCESS ACCUMULATED VALUE - $531,215 KEVIN O'LEARY - EXCESS ACCUMULATED VALUE - $214,807 CERTAIN OF THE LISTED EMPLOYEES PARTICIPATE IN A NONQUALIFIED DEFERRED COMPENSATION PLAN AS DESCRIBED IN INTERNAL REVENUE CODE SECTION 457 (F) SPONSORED BY EXETER HEALTH RESOURCES. IN THE CALENDAR YEAR ENDED DECEMBER 31, 2011, THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN CALLAHAN WAS $160,000 AND THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN O'LEARY WAS $68,000. PARTICIPANTS IN THE 457 (F) PLAN DO NOT VEST UNTIL AGE 62. PART I, LINE 7 THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES, INC) PROVIDES AN ANNUAL INCENTIVE COMPENSATION PLAN FOR EXECUTIVES SELECTED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. THESE EXECUTIVES INCLUDE: KEVIN CALLAHAN, KEVIN O'LEARY, CONSTANCE SPRAUER, ALLISON CASSASA AND DEBRA CRESTA. THE EXETER HEALTH RESOURCES BOARD AND/OR ITS EXECUTIVE COMMITTEE APPROVES MEASUREABLE ACHIEVEMENT CRITERIA FOR QUALITY, PATIENT SATISFACTION, PROCESS IMPROVEMENT, FINANCIAL PERFORMANCE, SERVICES INNOVATION AND OTHER COMPELLING AREAS OF STRATEGIC AND OPERATIONAL INTEREST. ADDITIONALLY THE EXETER HEALTH RESOURCES BOARD AND/OR ITS EXECUTIVE COMMITTEE ESTABLISHES MINIMUM, TARGETED AND MAXIMUM LEVELS FOR INCENTIVE AWARDS AND APPROVES ALL AWARDS FOR PARTICIPATING EXECUTIVES. CORE PHYSICIANS' HAS A COMPENSATION PLAN THAT IS BASED UPON COMPETITIVE MARKET RATES RELATIVE TO A PHYSICIAN'S SPECIALTY. THE ORGANIZATION UTILIZES THE SERVICES OF AN OUTSIDE COMPENSATION CONSULTANT TO DETERMINE MARKET BENCHMARKS. TOTAL COMPENSATION CONSISTS OF A BASE SALARY, A POTENTIAL FOR A PRODUCTIVITY BONUS, AN ON-CALL STIPEND (IF APPLICABLE), A MEDICAL DIRECTORSHIP STIPEND (IF APPLICABLE), A CITIZENSHIP AND QUALITY PAYMENT THAT IS EARNED BASED UPON THE ACHIEVEMENT OF OBJECTIVES SET IN ADVANCE. THE PRODUCTIVITY BONUS IS BASED ON WORK RELATIVE VALUE UNITS (WRVU) PRODUCTION AND WOULD BE ELIGIBLE TO ANYONE WHO PRODUCES WRVU'S ABOVE HIS BASE SALARY WRVU LEVEL. BASE COMPENSATION IS ALSO ADJUSTED IF WORK RELATIVE VALUE UNITS FALL BELOW THE BASE SALARY WRVU EQUIVALENCY LEVEL. THE PHYSICIANS' COMPENSATION IS APPROVED BY CORE PHYSICIANS, LLC'S COMPENSATION COMMITTEE WHICH IS COMPRISED OF SYSTEM MANAGERS WHO ARE APPROVED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 6 EXETER HEALTH RESOURCES, INC. IS THE SOLE MEMBER OF CORE PHYSICIANS, LLC FORM 990, PART VI, SECTION A, LINE 7A CORE'S GOVERNING BODY IS MADE UP OF 2 CLASSES OF MANAGERS: SYSTEM MANAGERS AND CLINICIAN MANAGERS. THE 3 SYSTEM MANAGERS ARE THE PRESIDENT (EX-OFFICIO), AND TREASURER (EX-OFFICIO), OF EXETER HEALTH RESOURCES, INC. CORE'S SOLE MEMBER, AND CORE'S CEO (EX-OFFICIO), WHO ARE APPOINTED BY THE EXETER HEALTH RESOURCES, INC BOARD OF TRUSTEES. THE CLINICIAN MANAGERS ARE NOMINATED BY THE CORE CLINICIANS AND APPOINTMENT AS A CLINICIAN MANAGER IS SUBJECT TO THE APPROVAL OF THE EXTETER HEALTH RESOURCES, INC BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B THE SOLE MEMBER HAS THE AUTHORITY TO APPROVE BUDGETS, AUTHORIZE MAJOR NON-OPERATIONAL TRANSACTIONS, DISSOLVE THE LLC, DESIGNATE THE FISCAL YEAR AND APPOINT A CPA FOR THE CONDUCT OF AN AUDIT, CHANGE THE LLC'S NAME, AMEND THE OPERATING AGREEMENT AND REQUIRE THE LLC TO COMPLY WITH CERTAIN POLICIES AND PROCEDURES OF THE MEMBER FOR GOVERNANCE OF THE SYSTEM. FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS PREPARED BY AN OUTSIDE TAX ACCOUNTANT WITH INFORMATION PROVIDED BY THE ORGANIZATION. THE 990 IS REVIEWED BY THE ORGANIZATION'S TREASURER AND THEN PRESENTED TO THE SYSTEM MANAGERS AND CLINICAL MANAGERS BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE SYSTEM MANAGERS HAVE ADOPTED A CONFLICT OF INTEREST POLICY THAT REQUIRES THE DISCLOSURE OF CONFLICTS OF INTEREST EITHER WHEN THE INTEREST BECOMES A MATTER OF POSSIBLE ACTION BY THE BOARD OR DURING AN ANNUAL DISCLOSURE PROCESS. DIRECTORS (A/K/A MANAGERS), OFFICERS, AND KEY EMPLOYEES, AS WELL AS ALL MEMBERS OF SENIOR MANAGEMENT, ARE PART OF THE ANNUAL DISCLOSURE PROCESS, WHICH IS INITIATED BY THE ISSUANCE OF A MEMORANDUM AND ACCOMPANYING QUESTIONNAIRE BY THE PRESIDENT. ALL DISCLOSURES ARE REVIEWED. ANY MANAGER WITH A CONFLICT OF INTEREST IS REQUIRED TO ABSTAIN FROM VOTING OR A QUORUM DETERMINATION ON THE MATTER AND ANY OFFICER, KEY EMPLOYEE, OR MEMBER OF SENIOR MANAGEMENT WITH A CONFLICT DOES NOT TAKE PART IN MAKING AND IS NOT PRESENT FOR ANY DECISION REGARDING THE MATTER. THE POLICY IS MONITORED AND ENFORCED BY BOTH THE PRESIDENT AND THE FULL BOARD. A SEPARATE ORGANIZATIONAL POLICY REQUIRES ALL EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST IN WRITING UPON HIRE. THEREAFTER, ON AN ANNUAL BASIS STAFF WITHIN HUMAN RESOURCES SURVEY (A) ALL PROVIDERS, (B) ALL EMPLOYEES AND CONTRACTED STAFF SERVING IN A MANAGERIAL ROLE, AND (C) ALL MEMBERS OF ANY COMMITTEES WHICH MAKE RECOMMENDATIONS OR DECISIONS REGARDING THE PURCHASE OF GOODS OR SERVICES AS A MEANS TO ENSURE THAT ANY CONFLICT OF INTEREST IS APPROPRIATELY DISCLOSED AND MANAGED. EMPLOYEES OTHERWISE ARE REQUIRED TO SUPPLEMENT OR MAKE ANY FURTHER WRITTEN DISCLOSURE AT THE TIME A CONFLICT ARISES. THIS POLICY IS MONITORED AND ENFORCED BY THE DEPARTMENT OF HUMAN RESOURCES, AS WELL AS CORE'S PRESIDENT AND COMPLIANCE OFFICER. ANY CONFLICT OF INTEREST IS MANAGED UNDER THIS POLICY BY DISCLOSURE, RECUSAL, OR DIVESTITURE OF THE INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S PARENT(EXETER HEALTH RESOURCES) HAS A FORMAL PROCESS FOR DETERMINING TOTAL COMPENSATION FOR THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS THAT IS INTENDED TO PROVIDE REASONABLE COMPENSATION FOR ACHIEVING THE ORGANIZATION'S MISSION, TO RECOGNIZE INDIVIDUAL AND TEAM PERFORMANCE, AND TO COMPLY WITH THE ORGANIZATION'S OBLIGATIONS AS A TAX-EXEMPT CHARITABLE ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE EXETER HEALTH RESOURCES' BOARD OF TRUSTEES CONDUCTS AN ANNUAL REVIEW OF THE COMPENSATION OF THE CORE PRESIDENT AND OTHER LISTED SYSTEM MANAGERS. IN DOING SO, THE COMMITTEE RETAINS A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT COMPETITIVE MARKET ANALYSIS OF THE MARKET RANGES OF BASE, INCENTIVE, AND TOTAL CASH COMPENSATION, AND TO PROVIDE ADVICE CONCERNING THE REASONABLENESS OF THE COMPENSATION OF THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS. THE EXETER HEALTH RESOURCES EXECUTIVE COMMITTEE UTILIZES THAT ANALYSIS AND OTHER APPROPRIATE INFORMATION IN CONNECTION WITH ITS ANNUAL REVIEW OF THE COMPENSATION OF THE CORE PRESIDENT AND CORE'S OTHER SYSTEM MANAGERS. INFORMATION WHICH THE COMMITTEE MAY CONSIDER CAN INCLUDE BUT IS NOT LIMITED TO THE PERFORMANCE OF THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS INDIVIDUALLY OR COLLECTIVELY AS EXECUTIVE MANAGEMENT TEAM MEMBERS, THE PERFORMANCE OF THE ORGANIZATION IN WHOLE AND IN PART, THE ELEMENTS OF TOTAL COMPENSATION AND SALARY HISTORY, THE ORGANIZATION'S COMPENSATION TARGETS AND COMPARABILITY DATA, INCLUDING THE DATA PREPARED BY THE INDEPENDENT CONSULTANT AND REVIEWED WITH THE COMMITTEE. THE COMMITTEE INCORPORATES A PERFORMANCE APPRAISAL PROCESS FOR THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS' COMPENSATION REVIEW. CORE'S PRESIDENT AND OTHER SYSTEM MANAGERS ARE NOT PRESENT WHEN THE EXECUTIVE COMMITTEE DISCUSSES THEIR RESPECTIVE COMPENSATION. IN ADDITION, THE EXECUTIVE COMMITTEE DETERMINES IF THE THRESHOLD REQUIREMENTS FOR INCENTIVE AWARDS ARE MET CONSISTING OF THE ORGANIZATION'S PERFORMANCE RESULTS FOR QUALITY, OPERATING SYSTEM EXCELLENCE AND FINANCIAL PERFORMANCE. FOR THE PRESIDENT OF CORE, THE EXECUTIVE COMMITTEE CONSIDERS THE RECOMMENDATIONS OF THE SYSTEM MANAGER WHO IS THE PRESIDENT OF THE MEMBER (EXETER HEALTH RESOURCES, INC.) CONCERNING COMPENSATION ADJUSTMENTS AND INCENTIVE AWARDS; THE EXECUTIVE COMMITTEE THEN DETERMINES CORE'S PRESIDENT'S COMPENSATION. FOR THE SYSTEM MANAGER WHO IS THE TREASURER OF THE MEMBER (EXETER HEALTH RESOURCES, INC.), THAT SYSTEM MANAGER'S COMPENSATION IS CONSIDERED BY THE EXECUTIVE COMMITTEE UPON RECOMMENDATION OF THE MEMBER'S (EXETER HEALTH RESOURCES, INC.) PRESIDENT. THE EXECUTIVE COMMITTEE THEN DETERMINES THAT SYSTEM MANAGER'S COMPENSATION WHICH IS SUBSEQUENTLY RATIFIED BY THE BOARD OF TRUSTEES OF THE MEMBER (EXETER HEALTH RESOURCES, INC.). FOR THE SYSTEM MANAGER WHO IS THE PRESIDENT OF THE MEMBER (EXETER HEALTH RESOURCES, INC.), THAT SYSTEM MANAGER'S COMPENSATION IS CONSIDERED BY THE EXECUTIVE COMMITTEE AND THE COMMITTEE MAKES RECOMMENDATIONS CONCERNING THAT SYSTEM MANAGER'S COMPENSATION TO THE BOARD OF TRUSTEES OF THE MEMBER (EXETER HEALTH RESOURCES, INC.) FOR ITS APPROVAL. THE EXECUTIVE COMMITTEE OF THE MEMBER'S BOARD OF TRUSTEES AND THE BOARD OF TRUSTEES OF THE MEMBER CONSIDER WHETHER THE COMPENSATION ADJUSTMENTS AND PERFORMANCE AWARDS ARE IN THE ORGANIZATION'S BEST INTEREST AND BENEFIT AND COMPLY WITH BOARD OF TRUSTEES APPROVED PARAMETERS. THE COMPENSATION OF THE CORE PHYSICIANS' CHAIRMAN AND OTHER CLINICIAN MANAGERS IS GOVERNED BY THE CORE PHYSICIANS' COMPENSATION PLAN WHICH IS APPROVED SOLELY BY THE SYSTEM MANAGERS (CORE'S PRESIDENT, PRESIDENT OF THE MEMBER AND TREASURER OF THE MEMBER). THE SYSTEM MANAGERS REVIEW COMPARABILITY DATA PREPARED BY A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT WHEN APPROVING COMPENSATION OF THE CLINICIAN MANAGERS INCLUDING THE CHAIRMAN OF CORE. THE SYSTEM MANAGERS CONSIDER WHETHER THE COMPENSATION OF THE CLINICIAN MANAGERS (INCLUDING THE CHAIRMAN OF CORE) AND ANY ADJUSTMENTS TO COMPENSATION ARE IN THE ORGANIZATION'S BEST INTEREST AND BENEFIT AND IN COMPLIANCE WITH CORE PHYSICIAN'S COMPENSATION PLAN. FORM 990, PART VI, SECTION C, LINE 19 THESE DOCUMENTS ARE AVAILABLE UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFERS TO AFFILIATES 11,083,800. TOTAL TO FORM 990, PART XI, LINE 5: 11,083,800. EXETER HEALTH RESOURCES INC 5 ALUMNI DRIVE EXETER NH 03833 020222126 MANAGEMENT AND SUPPORTING ORGANIZATION, HOLDING COMPANY NH 501(C)(3) 11 0 EXETER HOSPITAL 5 ALUMNI DRIVE EXETER NH 03833 222674014 HOSPITAL NH 501(C)(3) 3 EXETER HEALTH RESOURCES INC 0 EXETER HEALTHCARE 5 ALUMNI DRIVE EXETER NH 03833 020360966 SUBACUTE NURSING FACILITY NH 501(C)(3) 9 EXETER HEALTH RESOURCES INC 0 ROCKINGHAM VISITING NURSE ASSOC 5 ALUMNI DRIVE EXETER NH 03833 020274905 HOME CARE, HOSPICE NH 501(C)(3) 9 EXETER HEALTH RESOURCES INC 0 MATRIX HEALTH 5 ALUMNI DRIVE EXETER NH 03833 020473737 MANAGE RESOURCES NH 501(C)(3) 11 EXETER HEALTH RESOURCES INC 0 EXETER MED REAL 5 ALUMNI DRIVE EXETER NH 03833 020418718 REAL ESTATE HOLDING NH 501(C)(25) EXETER HEALTH RESOURCES INC 0 EXETER HEALTH RESOURCES SELF INS TRUST 5 ALUMNI DRIVE EXETER NH 03833 200753662 SELF INSURANCE TRUST NH 501(C)(3) 11 EXETER HEALTH RESOURCES INC 0 CONVERGENT HEALTH SYSTEMS INC 5 ALUMNI DRIVE EXETER NH 03833 021469711 WELLNESS CENTER NH EXETER HEALTH RESOURCES INC C VX HEALTH SERVICES 5 ALUMNI DRIVE EXETER NH 03833 020469712 FITNESS CENTER NH CONVERGENT HEALTH SYSTEMS INC C EXETER MEDICAL SERVICES 5 ALUMNI DRIVE EXETER NH 03833 020419850 INACTIVE PHYSICIAN PRACTICE NH CONVERGENT HEALTH SYSTEMS INC C CORE HEALTH SERVICES OF MA 5 ALUMNI DRIVE EXETER NH 03833 201598042 INACTIVE PHYSICIAN PRACTICE MA EXETER HEALTH RESOURCES INC C 0 0 0 0 0 0 0 0 1 1 0 1 0 1 0 1 0 1 EXETER HEALTH RESOURCES SELF INS TRUST P 769262 CASH EXETER HEALTH RESOURCES INC R 5344755 CASH EXETER HOSPITAL R 5739044 CASH EXETER HOSPITAL L 1045419 CASH EXETER HEALTH RESOURCES INC L 990635 CASH EXETER MED REAL J 1969373 CASH EXETER HOSPITAL J 13032 CASH EXETER HEALTH RESOURCES INC N 274258 CASH EXETER HOSPITAL I 20422 CASH