2012-11-09T15:43:55-06:00 2011-12-31 043138777 PKF PC 300 CROWN COLONY DRIVE SUITE 400 QUINCY MA 02169 990 2011-01-01 010803117 ATRIUS HEALTH INC HEAL 6175598181 275 GROVE STREET NO 3-300 NEWTON MA 024662275 THOMAS M CONGORAN 6175598181 2012-10-29 1 ROBERT V DANDROW P00294799 6174220007 2012-10-29 2011 2016-02-24 21:20:13Z H EUGENE LINDSEY MD 275 GROVE STREET NO 3-300 NEWTON MA 024662275 19141076 0 X ATRIUSHEALTH.ORG X 2004 MA ATRIUS HEALTH SUPPORTS ITS AFFILIATED GROUPS TO IMPROVE THE HEALTH OF THEIR PATIENTS AND COMMUNITIES. 13 0 0 0 0 0 3860 0 17265299 19140938 821 138 0 0 17269980 19141076 10000 0 0 0 7521053 8213236 0 0 0 9279653 11227588 16810706 19440824 459274 -299748 4918497 8892957 3828603 8684728 1089894 208229 X ATRIUS HEALTH SUPPORTS ITS AFFILIATED GROUPS TO IMPROVE THE HEALTH OF THEIR PATIENTS AND COMMUNITIES. 0 0 19294323 19140938 PROVIDED OVERSIGHT AND COORDINATION OF SERVICES AS THE SOLE CORPORATE MEMBER OF FIVE TAX-EXEMPT MEDICAL GROUP PRACTICES IN EASTERN AND CENTRAL MASSACHUSETTS, ALSO REFERRED TO AS THE PARTICIPATING ORGANIZATIONS. IN 2011 THE PRIMARY PROJECTS INCLUDED:(1) OPERATING AN ELECTRONIC MEDICAL RECORD AND PRACTICE MANAGEMENT SYSTEM.(2) NEGOTIATING PAYOR AND HOSPITAL CONTRACTS FOR THE PARTICIPATING GROUPS.(3) FACILITATING THE DEVELOPMENT OF SHARED JOINT ANCILLARY CLINICAL SERVICES AND OTHER JOINT CLINICAL PROGRAMS, SUCH AS THE CLINICAL PHARMACY PROGRAM AND THE HOSPITALIST PROGRAM, TO BETTER SERVE THE PATIENTS OF THE PARTICIPATING ORGANIZATIONS THROUGH IMPROVED ACCESS, QUALITY AND LOWER COST.(4) PROVIDING OVERSIGHT, ANALYSIS AND REPORTING OF QUALITY METRICS ACROSS ALL PARTICIPATING ORGANIZATIONS AS NEEDED FOR PAY-FOR-PERFORMANCE GOALS, HEIDIS MEASURES, THE MASSACHUSETTS HEALTH QUALITY PARTNERSHIP, RESULTING IN SOME OF THE HIGHEST QUALITY SCORES IN THE COMMONWEALTH. 19294323 1 0 0 1 0 0 0 0 0 0 1 0 1 1 1 0 1 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 1 0 0 0 1 12 0 0 0 0 0 0 0 0 0 0 0 0 X 13 0 0 0 1 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 MA X JEFFREY SAVASTANO 6175598181 275 GROVE STREET NEWTON MA 024662275 X NEIL J BERMAN MD 52.00 X 6000 395536 55162 DANIEL BURNES MD 44.40 X 6000 382656 76983 JOSEPH DORSEY MD 4.00 X 6000 0 0 HIKARU ISIHARA MD 50.00 X 6000 264235 82829 RICHARD MACDONALD 4.00 X 6000 0 0 ROBERT MECHANIC 4.00 X 6000 0 0 EDWARD W NALBAND MD 60.00 X 27500 323448 55959 MARVIN C OSTROVSKY MD 49.50 X 6000 356259 43907 SCOTT R PERMAN MD 52.00 X 6000 520310 145839 PATRICK RYAN 4.00 X 0 0 0 VINOD SAHNEY 4.00 X 3000 0 0 MARK STOKER MD 50.00 X 0 0 0 ROBERT YOOD MD 50.00 X 0 0 0 THOMAS M CONGORAN 50.00 X 321228 214152 225749 H EUGENE LINDSEY MD 50.00 X 458768 152923 263933 JOSEPH K NUNES 52.00 X 0 259505 41577 KATHLEEN T GARDNER 50.00 X 283531 0 160613 RICHARD LOPEZ MD 50.00 X 512836 0 240460 1654863 2869024 1393011 19 0 1 0 ARCADIA SOLUTIONS LLC 20 BLANCHARD ROAD UNIT 10 BURLINGTON MA 01803 INFORMATION TECHNOLOGY SERVICES 298577 MAXIT HEALTHCARE LLC 705 E MAIN STREET WESTFIELD IN 46074 INFORMATION TECHNOLOGY SERVICES 226275 MCDERMOTT WILL & EMERY 28 STATE STREET BOSTON MA 02109 LEGAL 212864 3 CORP. OVERSIGHT/ADM. 900099 17647016 17647016 INFRASTRUCTURE SUPPORT 900099 1444016 1444016 PROGRAM RELATED INV. 900099 49906 49906 19140938 138 138 19141076 19140938 0 138 2078276 1999776 78500 4885067 4885067 341955 341955 515542 515542 392396 392396 2649888 2649888 257208 257208 68001 68001 132202 132202 1452696 1452696 99998 99998 349585 349585 6076418 6076418 78803 78803 62789 62789 19440824 19294323 146501 0 1472095 4223641 1022464 1022624 1514948 2494835 129748 779242 629742 0 522115 4918497 8892957 1625626 3584997 2202977 5099731 3828603 8684728 X 1089894 208229 1089894 208229 4918497 8892957 X -299748 -581917 X 0 1 1 X 0 X 1700 3860 5560 7915717 8965931 10342692 17265299 19140938 63630577 7915717 8967631 10342692 17269159 19140938 63636137 0 0 0 63636137 133575 66517 8088 821 138 209139 133575 66517 8088 821 138 209139 8049292 9034148 10350780 17269980 19141076 63845276 0.99670 0.99010 0.00330 0.00990 X 0 1 0 1 1 0 1 76150 0 1 92407 168557 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: ATRIUS HEALTH IS A 501(C)(3) ORGANIZATION THAT SUPPORTS ITS AFFILIATED GROUPS TO IMPROVE THE HEALTH OF THEIR PATIENTS AND COMMUNITIES. IN FULFILLMENT OF THE ABOVE MISSION, ATRIUS HEALTH ADVOCATES ON A NUMBER OF ISSUES ON BEHALF OF OUR CLINICIANS AND PATIENTS ON ISSUES RELATED TO PAYMENT REFORM, HEALTH CARE REFORM AND FUNDING FOR HEALTH INFORMATION TECHNOLOGY. THE OFFICE OF EXTERNAL AFFAIRS DIRECTS THESE ACTIVITIES AND COORDINATES OUR ADVOCACY EFFORTS IN THIS REGARD. ON OCCASION, ATRIUS HEALTH PROVIDES WRITTEN CORRESPONDENCE AND TESTIMONY TO KEY LEGISLATORS AND MEETS WITH STATE AND LOCAL LEGISLATORS AND OFFICIALS ON AN AS NEEDED BASIS. ATRIUS HEALTH UTILIZED THE SERVICES OF TWO OUTSIDE CONSULTANTS, ONE OF WHOM ASSISTED SOLELY ON STATE MATTERS AND THE SECOND DEVOTED TO FEDERAL ADVOCACY MATTERS. IN BOTH CASES, THESE GROUPS FOCUSED THEIR EFFORTS PRIMARILY ON HEALTH CARE REFORM. THESE CONSULTANTS, ON BEHALF OF ATRIUS HEALTH, PROVIDED PERIODIC UPDATES, FOLLOWED UP WITH LEGISLATORS AND THEIR STAFF AND ASSISTED IN SETTING UP MEETINGS AND PROVIDING GENERAL INFORMATION ON ACTIVITIES ON THE STATE AND FEDERAL LEVEL. 0 VENTURE 2-BRN, LLC (AT EQUITY) -MRI SERVICES 574365 C VENTURE 3-WW, LLC (AT EQUITY) -CATSCAN & ONCOLOGY SERVICES -295670 C VENTURE 4-WW2, LLC (AT EQUITY) -IMAGING CENTER 257805 C VENTURE V-90 LIBBEY, LLC (AT EQUITY) -MRI SERVICES 93242 C 629742 DUE FROM RELATED ENTITY - SOUTH SHORE MEDICAL CENTER, INC. 432199 DUE FROM RELATED ENTITY - VENTURE 2-BRN, LLC 26184 DUE FROM RELATED ENTITY - VENTURE 3-WW, LLC 62562 DUE FROM RELATED ENTITY - VENTURE V-90 LIBBEY, LLC 1170 522115 PAYABLE TO RELATED ENTITY - DEDHAM MEDICAL ASSOCIATES, INC. 451826 PAYABLE TO RELATED ENTITY - GRANITE MEDICAL GROUP, INC. 142879 PAYABLE TO RELATED ENTITY - SOUTHBORO MEDICAL GROUP, INC. 660957 PAYABLE TO RELATED ENTITY - HARVARD VANGUARD MEDICAL ASSOC., INC. 3693255 PAYABLE TO RELATED ENTITY - ATRIUS HEALTH FOUNDATION INC. 150814 5099731 19141076 19440824 -299748 -581917 -581917 -881665 19733166 592090 592090 19141076 0 19141076 20032914 592090 592090 19440824 0 19440824 PART XI, LINE 8 - OTHER ADJUSTMENTS: TRANSFERS TO 501(C)(3) AFFILIATE -581,917. X X X X 0 0 0 0 0 0 0 0 0 NEIL J BERMAN MD 6000 252349 0 126687 0 16500 0 32500 0 22662 6000 450698 0 93797 DANIEL BURNES MD 6000 367008 0 0 0 15648 0 55299 0 21684 6000 459639 0 21581 HIKARU ISIHARA MD 6000 256950 0 0 0 7285 0 56743 0 26086 6000 347064 0 16438 EDWARD W NALBAND MD 27500 319357 0 948 0 3143 0 33831 0 22128 27500 379407 0 0 MARVIN C OSTROVSKY MD 6000 254904 0 91321 0 10034 0 21472 0 22435 6000 400166 0 27772 SCOTT R PERMAN MD 6000 471559 0 0 0 48751 0 134900 0 10939 6000 666149 0 175917 THOMAS M CONGORAN 235164 156776 78100 52067 7964 5309 117035 78023 18415 12276 456678 304451 92800 61867 H EUGENE LINDSEY MD 319253 106418 129560 43187 9955 3318 178020 59340 19930 6643 656718 218906 149375 49792 JOSEPH K NUNES 0 203450 0 55678 0 377 0 18142 0 23435 0 301082 0 55678 KATHLEEN T GARDNER 212538 0 64771 0 6222 0 132586 0 28027 0 444144 0 79771 0 RICHARD LOPEZ MD 370159 0 135392 0 7285 0 214217 0 26243 0 753296 0 157392 0 SUPPLEMENTAL INFORMATION PART III PART I, LINE 5: SOME OF THE ORGANIZATION'S TRUSTEES ARE PHYSICIAN EMPLOYEES EMPLOYED AND COMPENSATED BY RELATED ORGANIZATIONS. WHILE COMPENSATION PROVIDED TO THE PHYSICIAN EMPLOYEES OF THE RELATED ORGANIZATIONS DEPENDS ON THE REVENUE OF THE RESPECTIVE ORGANIZATIONS, THE COMPENSATION PAYABLE TO EACH PHYSICIAN IS DETERMINED BASED ON THAT PHYSICIAN'S PRODUCTIVITY AND THE PROFESSIONAL REVENUE THAT THEY PRODUCE. PROVIDED, HOWEVER, SUCH COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH THE ANALYSIS OF NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION, INCLUDING DEFINING COMPENSATION THRESHOLDS, THAT, IF EXCEEDED, REQUIRE FURTHER REVIEW AND APPROVAL OR MODIFICATION AS APPROPRIATE BY THE ORGANIZATION'S COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION A, LINE 4 DISCUSSION OF SIGNIFICANT CHANGES TO BYLAWS OF ATRIUS HEALTH, INC. UNDER DATE OF JANUARY 12, 2012 ATRIUS HEALTH, INC. ("THE CORPORATION") REVISED ITS BY-LAWS. THE PRIMARY REASON WAS TO UPDATE THE SECTIONS OF THE BYLAWS AFFECTED BY THE ADMISSION OF THE RELIANT MEDICAL GROUP, INC. ("RELIANT") AS AN ATRIUS HEALTH NON-PROFIT COMMUNITY BASED PHYSICIAN GROUP ("PARTICIPATING ORGANIZATION"). THE FOLLOWING IS A DESCRIPTION OF THE SIGNIFICANT CHANGES. ARTICLE II, SECTION 2.1, THE BOARD OF TRUSTEES COMPOSITION WAS REVISED. THE NUMBER OF MEMBERS WHO ARE PHYSICIAN TRUSTEES INCREASED BY TWO, APPOINTED BY RELIANT. A CONFORMING CHANGE TO SECTION 2.8 (QUORUM AND LIMITATION ON VOTING) WAS MADE. ARTICLE II, SECTION 2.2, PARTICIPATING ORGANIZATIONS, WAS REVISED TO INCLUDE RELIANT. ARTICLE II, SECTION 2.7, VOTING AND POWERS, WAS CONFORMED FOR THE ADMISSION OF RELIANT. IN ADDITION, THE DEFINITION OF AN AFFIRMATIVE SUPER-MAJORITY VOTE OF THE MEMBERS WAS CHANGED FROM MORE THAN 60% TO MORE THAN 70% OF THE VOTES OF THOSE MEMBERS PRESENT AND ELIGIBLE TO VOTE. A SUPER-MAJORITY VOTE (AS DEFINED) IS REQUIRED FOR ENUMERATED CORPORATE ACTIONS. THE ENUMERATED ACTIONS WERE NOT CHANGED; HOWEVER, THE ACTION UNDER SECTION 2.7(J), ANY EXERCISE OF THE CORPORATION'S AUTHORITY AS A CORPORATE MEMBER OF A PARTICIPATING ORGANIZATION, WAS EXPANDED TO SPECIFICALLY PROVIDE THAT SUCH AUTHORITY SHALL INCLUDE APPROVING MORE THAN FIFTY (50%) BUT LESS THAN EIGHTY PERCENT (80%) OF THE TRUSTEES OF EACH PARTICIPATING ORGANIZATION'S BOARD OF TRUSTEES PROVIDED SUCH APPROVED TRUSTEES SHALL INCLUDE ANY INDIVIDUAL APPOINTED BY THE RESPECTIVE PARTICIPATING ORGANIZATION TO SERVE AS A PHYSICIAN TRUSTEE/MEMBER OF THE CORPORATION AND NO TRUSTEE, DIRECTOR, AGENT OR EMPLOYEE OF THE CORPORATION MAY SERVE AS A TRUSTEE OF A PARTICIPATING ORGANIZATION, UNLESS INCLUDED WITHIN THOSE TRUSTEES APPROVED BY THE CORPORATION AS NOTED IN THE CORPORATION'S BYLAWS. EXERCISE OF THE CORPORATION'S AUTHORITY AS A CORPORATE MEMBER TO AMEND A PARTICIPATING ORGANIZATION'S ARTICLES OF ORGANIZATION OR BYLAWS WILL BE A VALID ACT OF THE CORPORATION ONLY WHEN A MAJORITY OF THE MEMBERS OF THAT PARTICIPATING ORGANIZATION ARE AMONG THE AFFIRMATIVE SUPER-MAJORITY THAT VOTES IN FAVOR OF THE AMENDMENT; PROVIDED, HOWEVER, ANY VOTE BY THE CORPORATION TO AMEND THE ARTICLES OF ORGANIZATION AND/OR BYLAWS OF ALL THE PARTICIPATING ORGANIZATIONS WITH THE SAME AMENDMENT SHALL BE SUBJECT TO A SUPER MAJORITY VOTE OF 70% OF THE VOTES OF THOSE MEMBERS PRESENT AND ELIGIBLE TO VOTE. ARTICLE II, SECTION 2.11 WAS ADDED WHICH PROVIDES FOR A LIMITED ELECTION TO WITHDRAW AS A PARTICIPATING ORGANIZATION UPON THE OCCURRENCE OF ANY EVENTS SPECIFIED IN SECTION 2.11. ARTICLE III, SECTION 3.2 SETS FORTH THE NUMBER, APPOINTMENT OR ELECTION, AND TERM OF OFFICE. THE BYLAWS PROVIDED THAT THE BOARD OF TRUSTEES CONSIST OF BETWEEN 9 TO 11 VOTING TRUSTEES, COMPRISED OF SIX (6) PHYSICIAN TRUSTEES, AND BETWEEN THREE (3) AND FIVE (5) ADDITIONAL TRUSTEES ("COMMUNITY TRUSTEES"). AS AMENDED, THE BOARD OF TRUSTEES CONSISTS OF BETWEEN 13 TO 15 TRUSTEES, COMPRISED OF EIGHT (8) PHYSICIAN TRUSTEES AND BETWEEN FIVE (5) AND SEVEN (7) ADDITIONAL TRUSTEES ("COMMUNITY TRUSTEES"). THERE WERE CONFORMING CHANGES WITHIN ARTICLE III CONSISTENT WITH THE CHANGES IN ARTICLE II REGARDING QUORUMS AND VOTING RIGHTS. ARTICLE VI - COMMITTEES, SECTION 6.4 COMPENSATION COMMITTEE ADDED A NEW SUB-SECTION (C) AND MOVED THE EXISTING (C) TO (D). THE NEW SUB-SECTION 6.4 (C) PROVIDES THAT A PARTICIPATING ORGANIZATION THAT HAS ITS OWN COMPENSATION COMMITTEE WHOSE MEMBERSHIP IS COMPRISED EXCLUSIVELY OF INDIVIDUALS WHO MEET THE CRITERIA SET FORTH IN SECTION 3.2 (CRITERIA FOR THE CORPORATION'S COMPENSATION COMMITTEE) MAY INDEPENDENTLY REVIEW AND APPROVE THE COMPENSATION OF SUCH PARTICIPATING ORGANIZATION'S PHYSICIANS AND EXECUTIVES; PROVIDED, THAT SUCH REVIEWS AND APPROVALS ARE CONDUCTED IN ACCORDANCE WITH IRS GUIDELINES FOR ORGANIZATIONS EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE CODE AND THE PARTICIPATING ORGANIZATION'S COMPENSATION COMMITTEE PROVIDES A REPORT TO THE CORPORATION'S COMPENSATION COMMITTEE SUMMARIZING THE REVIEW AND APPROVAL PROCESS, WHICH IS APPROVED BY THE CORPORATION'S COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 ATRIUS HEALTH, INC. (THE CORPORATION) HAS ONE CLASS OF MEMBERS. AS DEFINED IN ITS BYLAWS, THE MEMBERS ARE THE PHYSICIAN TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS APPOINT THE COMMUNITY TRUSTEES. IN ADDITION, EACH PARTICIPATING ORGANIZATION APPOINTS ONE PHYSICIAN TRUSTEE, EXCEPT HARVARD VANGUARD MEDICAL ASSOCIATES, INC. AND RELIANT MEDICAL GROUP, INC. EACH OF WHICH APPOINTS TWO PHYSICIAN TRUSTEES. THE PHYSICIAN TRUSTEES SERVE AS MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN MAJOR DECISIONS AS DEFINED IN THE BYLAWS REQUIRE APPROVAL BY A SUPER-MAJORITY (GREATER THAN 70%) OF THE MEMBERS. EACH PARTICIPATING ORGANIZATION APPOINTS ONE PHYSICIAN TRUSTEE, EXCEPT HARVARD VANGUARD MEDICAL ASSOCIATES, INC. AND RELIANT MEDICAL GROUP, INC. EACH OF WHICH APPOINTS TWO PHYSICIAN TRUSTEES. THE PHYSICIAN TRUSTEES SERVE AS MEMBERS. EACH OF THE MEMBERS, EXCEPT THE HARVARD VANGUARD MEMBERS, HAS ONE VOTE. THE HARVARD VANGUARD MEMBERS EACH HAVE ONE AND ONE-HALF VOTES. AS OF DECEMBER 31, 2011 THERE WERE FIVE COMMUNITY TRUSTEES. CERTAIN OF THE COMMUNITY TRUSTEES SERVE AS THE MEMBERS OF THE COMPENSATION COMMITTEE FOR THE CORPORATION. THE CORPORATION'S BYLAWS DIRECT THE COMPENSATION COMMITTEE TO: (I) CONSULT WITH A NATIONALLY-RECOGNIZED COMPENSATION CONSULTING COMPANY TO ASSIST IT IN DETERMINING THAT SUCH COMPENSATION RANGES AND STRUCTURE ARE REASONABLE (AS DEFINED BY APPLICABLE INTERNAL REVENUE SERVICE REGULATIONS AND RULINGS); (II) ADOPT AND IMPLEMENT POLICIES AND PROCEDURES CONSISTENT WITH SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME, AND THE REGULATIONS ISSUED THEREUNDER. THE ATRIUS HEALTH COMPENSATION COMMITTEE ALSO SERVES AS THE COMPENSATION COMMITTEE FOR THE PARTICIPATING ORGANIZATIONS, EXCEPT HARVARD VANGUARD WHICH HAS ITS OWN COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11 ATRIUS HEALTH ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO REVIEW AND PREPARE FORM 990 FOR ATRIUS HEALTH. AN INTERNAL TEAM AT ATRIUS HEALTH INCLUDING STAFF FROM LEGAL, ACCOUNTING, AND HUMAN RESOURCES DEPARTMENTS WORK CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. ALL INFORMATION ON THE 990 RELATING TO COMPENSATION (INCLUDING PART VI, PART VII, AND SCHEDULE J) IS FORMALLY REVIEWED AND APPROVED BY THE ATRIUS HEALTH COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES, WHICH IS COMPOSED OF INDEPENDENT TRUSTEES. IN ADDITION, THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE FORMALLY REVIEWS AND APPROVES THE ENTIRE 990. A DRAFT 990 IS PROVIDED TO THE MEMBERS OF THE AUDIT & COMPLIANCE COMMITTEE IN ADVANCE OF A MEETING WHERE THE OUTSIDE FIRM PRESENTS MAJOR HIGHLIGHTS AND ISSUES (IF ANY). THEN, A FINAL DRAFT 990 IS PROVIDED TO THE FULL BOARD OF TRUSTEES OF ATRIUS HEALTH BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C ARTICLE VIII OF ATRIUS HEALTH INC.'S BY-LAWS, TITLED "CONFLICTS OF INTEREST", CONTAINS ATRIUS HEALTH INC.'S POLICY AND COMPLIANCE PROCEDURES. ATRIUS HEALTH INC.'S OFFICERS, DIRECTORS OR TRUSTEES, AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS DEFINED BY THE POLICY AND THE IRS. OFFICERS, TRUSTEES, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICTS OF INTEREST DISCLOSURE FORM. THE RESPONSES ARE REVIEWED BY THE GENERAL COUNSEL. IN THE EVENT A CONFLICT IS DISCLOSED THE GENERAL COUNSEL REVIEWS SUCH CONFLICT WITH THE CHAIR OF THE AUDIT AND COMPLIANCE COMMITTEE AND/OR THE BOARD OF TRUSTEES. IN ACCORDANCE WITH THE CONFLICTS OF INTEREST POLICY, ANY SUCH DISCLOSURE THAT MEETS THE DEFINITION OF A POTENTIAL CONFLICT IS REVIEWED BY THE BOARD OF TRUSTEES AND ADDRESSED AS DIRECTED BY THE BOARD. IN ACCORDANCE WITH THE POLICY, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST THAT ARISES DURING THE YEAR AND ANY SUCH POTENTIAL CONFLICT WOULD BE REVIEWED IN ACCORDANCE WITH THE PROCESS NOTED ABOVE. FORM 990, PART VI, SECTION B, LINE 15 THE ATRIUS HEALTH CEO ALSO SERVES AS THE HARVARD VANGUARD MEDICAL ASSOCIATES (A RELATED ORGANIZATION) CEO. THE HARVARD VANGUARD COMPENSATION COMMITTEE AND ATRIUS HEALTH COMPENSATION COMMITTEE ARE RESPONSIBLE FOR THE REVIEW AND APPROVAL OF THE CEO'S COMPENSATION, GOALS AND RELATED COMPENSATION. THE ORGANIZATION'S (ATRIUS HEALTH) COMPENSATION COMMITTEE CONSISTING OF INDEPENDENT, COMMUNITY MEMBERS DETERMINES COMPENSATION FOR OFFICERS AND KEY EMPLOYEES, APPROVES GOALS AND INCENTIVE COMPENSATION. DECISIONS BY THE COMPENSATION COMMITTEES ARE BASED ON RESEARCH AND STATEMENTS OF REASONABLENESS FROM NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS, WHICH ASSISTS THE COMMITTEE(S) IN DETERMINING THE MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION. COMPENSATION DECISIONS BY THE COMMITTEES ARE MADE IN ADVANCE OF IMPLEMENTATION AND ARE PROPERLY DOCUMENTED ON A TIMELY BASIS IN COMMITTEE MINUTES. STIPENDS WERE AWARDED TO THE TRUSTEES OF THE CORPORATION IN RECOGNITION OF THE TIME DEVOTED TO PARTICIPATE IN BOARD ACTIVITIES. THE BOARD ELECTED TO NO LONGER PAY STIPENDS TO TRUSTEES BEGINNING JULY 2011. STIPENDS WERE AWARDED TO THE TRUSTEES OF THE CORPORATION IN RECOGNITION OF THE TIME DEVOTED TO PARTICIPATE IN BOARD ACTIVITIES. THE BOARD ELECTED TO NO LONGER PAY STIPENDS TO TRUSTEES BEGINNING JULY 2011. FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTORNEY GENERAL'S OFFICE, WHICH IS OPEN TO PUBLIC INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING ON-LINE. OTHER GOVERNING DOCUMENTS AND THE CONFLICTS OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC. REQUESTS FOR COPIES OF SUCH DOCUMENTS ARE CONSIDERED ON A CASE BY CASE BASIS. FORM 990 - PARTS VII, X AND SCHEDULE J COMPENSATION PAID BY ORGANIZATION - LEASED EMPLOYEES (REPORTING): THE ORGANIZATION'S EMPLOYEES ARE LEASED FROM A RELATED ORGANIZATION (HARVARD VANGUARD MEDICAL ASSOCIATES, INC.) FOR WHICH HVMA IS REIMBURSED. FOR REPORTING OF COMPENSATION IN PARTS VII AND X OF FORM 990 AND SCHEDULE J (FORM 990), THE REIMBURSED COMPENSATION IS REPORTED AS PAID BY THIS ORGANIZATION. FORM 990, PART VII, AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS: NEIL J. BERMAN, MD IS A PHYSICIAN AT GRANITE MEDICAL GROUP, INC. AND A TRUSTEE OF GMG AND AH. DR. BERMAN AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO GMG. DANIEL BURNES IS A PHYSICIAN AT HARVARD VANGUARD MEDICAL ASSOCIATES, INC. AND A TRUSTEE OF HVMA AND AH. DR. BURNES AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO HVMA. HIKARU ISIHARA, MD IS A PHYSICIAN AT HVMA AND A TRUSTEE OF HVMA, AH AND ITS FOUNDATION. DR ISIHARA AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO HVMA. EDWARD W. NALBAND, MD IS THE CHIEF MEDICAL OFFICER AT SOUTH SHORE MEDICAL CENTER, INC. AND A TRUSTEE OF AH AND ITS FOUNDATION. DR NALBAND AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO SSMC. JOSEPH NUNES IS THE EXECUTIVE ADMINISTRATOR OF SOUTHBORO MEDICAL GROUP AND THE CLERK OF AH. MR. NUNES AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO SMG. MARVIN C. OSTROVSKY, MD IS PRESIDENT AND CEO OF SOUTHBORO MEDICAL GROUP, INC. AND A TRUSTEE OF AH. DR. OSTROVSKY AVERAGED 47.50 HOURS PER WEEK IN ACTIVITIES RELATED TO SMG. SCOTT R. PERMAN, MD IS A PHYSICIAN AT DEDHAM MEDICAL ASSOCIATES, INC. AND A TRUSTEE OF AH. DR. PERMAN AVERAGED 50 HOURS PER WEEK IN ACTIVITIES RELATED TO DMA. THE FOLLOWING INDIVIDUALS ACT IN THE SAME CAPACITY FOR AH AND HARVARD VANGUARD MEDICAL ASSOCIATES, INC. AH REIMBURSES HVMA FOR THE VALUE OF THE SERVICES PROVIDED. H. EUGENE LINDSEY - PRESIDENT AND CEO (ALSO FOUNDATION TRUSTEE) THOMAS M. CONGORAN - CFO (ALSO TREASURER OF AH) CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFERS TO 501(C)(3) AFFILIATE -581,917. TOTAL TO FORM 990, PART XI, LINE 5: -581,917. FORM 990, PART XI, LINE 2A THROUGH 2D THERE WAS NO CHANGE TO THE OVERSIGHT OF THE YEAR-END AUDIT NOR THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT DURING THE TAX YEAR. HARVARD VANGUARD MEDICAL ASSOCIATES INC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 043397450 MULTI-SPECIALTY MEDICAL GROUP MA 501 (C)(3) LINE 9 N/A 0 GRANITE MEDICAL GROUP INC 500 CONGRESS STREET QUINCY MA 02169 043341331 MULTI-SPECIALTY MEDICAL GROUP MA 501 (C)(3) LINE 9 N/A 0 DEDHAM MEDICAL ASSOCIATES INC ONE LYONS STREET DEDHAM MA 02026 043136240 MULTI-SPECIALTY MEDICAL GROUP MA 501 (C)(3) LINE 9 N/A 0 SOUTH SHORE MEDICAL CENTER INC 75 WASHINGTON STREET NORWELL MA 02061 042297845 MULTI-SPECIALTY MEDICAL GROUP MA 501 (C)(3) LINE 9 N/A 0 SOUTHBORO MEDICAL GROUP INC 24 NEWTON STREET SOUTHBORO MA 01772 042487729 MULTI-SPECIALTY MEDICAL GROUP MA 501 (C)(3) LINE 9 N/A 0 ATRIUS HEALTH FOUNDATION INC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 264517944 SUPPORT ATRIUS HEALTH AND ITS SUPPORTING ORGANIZATIONS MA 501(C)(3) LINE 11A, I N/A 0 RELIANT MEDICAL GROUP INC (FORMERLY FALLON CLINIC INC) 630 PLANTATION STREET WORCESTER MA 01605 042472266 PROVIDE MEDICAL SERVICES MA 501(C)(3) LINE 9 N/A 0 RELIANT MEDICAL GROUP FOUNDATION INC (FORMERLY FALLON CLINIC FOUNDATION) 630 PLANTATION STREET WORCESTER MA 01605 222912515 PROMOTE COMMUNITY HEALTH MA 501(C)(3) LINE 7 N/A 0 LAKEVIEW MEDICAL INC 44 SOUTHBRIDGE STREET AUBURN MA 01501 043106404 MEDICAL EQUIPMENT SUPPLIER MA 501(C)(3) LINE 9 N/A 0 VENTURE 2-BRN LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 205842227 MRI SERVICES MA RELATED 281561 577327 0 0 0.10000 VENTURE 3-WW LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 208676840 RADIATION, ONCOLOGY AND CAT SCAN SERVICES MA RELATED -278957 277347 0 0 0.10000 VENTURE 4-WW2 LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 262783850 DIGITAL MAMMOGRAPHY, ULTRASOUND AND BONE DENSITY SERVICES MA RELATED 186543 258154 0 0 0.10000 VENTURE V-90 LIBBEY LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 274351500 GASTROINTES- TINAL ENDOSCOPIC SERVICES MA RELATED -51052 192848 0 0 0.10000 CENTRAL MASSACHUSETTS INDEMNITY CO INC FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ 980405037 INSURANCE CJ N/A C MASSACHUSETTS ASSURANCE COMPANY LTD FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ INSURANCE CJ N/A C 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 1 DEDHAM MEDICAL ASSOCIATES INC K 2593652 SEE STATEMENT GRANITE MEDICAL GROUP INC K 1217444 SEE STATEMENT HARVARD VANGUARD MEDICAL ASSOCIATES INC K 8994608 SEE STATEMENT SOUTHBORO MEDICAL GROUP INC K 2192557 SEE STATEMENT SOUTH SHORE MEDICAL CENTER INC K 2648745 SEE STATEMENT DEDHAM MEDICAL ASSOCIATES INC L 128001 SEE STATEMENT GRANITE MEDICAL GROUP INC L 52058 SEE STATEMENT HARVARD VANGUARD MEDICAL ASSOCIATES INC L 18671509 SEE STATEMENT SOUTHBORO MEDICAL GROUP INC L 113852 SEE STATEMENT SOUTH SHORE MEDICAL CENTER INC L 121489 SEE STATEMENT ATRIUS HEALTH FOUNDATION INC B 581917 COVER OPERATING COSTS DEDHAM MEDICAL ASSOCIATES INC R 86400 BOARD VOTE-FMV SOUTHBORO MEDICAL GROUP INC R 86400 BOARD VOTE-FMV VENTURE 2-BRN LLC Q 500000 BOARD VOTE-FMV CHARGES TO RELATED ORGANIZATIONS (CODES K,N & P) SCH. R, PART V, ITEM 2 THE GENERAL CORPORATE COSTS OF ATRIUS ARE ALLOCATED TO THE PARTICIPATING ORGANIZATIONS (PRACTICE GROUP) USING THE AVERAGE OF FOUR METHODOLOGIES - TOTAL REVENUES OF EACH PRACTICE GROUP; PATIENT VISITS; PHYSICIAN FULL TIME EQUIVALENTS; AND PATIENTS. HVMA CHARGED ATRIUS FOR THE MEDICAL RECORDS AND PRACTICE MANAGEMENT SYSTEM ("EPIC") USED BY THE PRACTICE GROUPS, OTHER THAN HVMA. EPIC COSTS WERE CHARGED BASED ON UTILIZATION. THE CHARGES TO THE PARTICIPATING ORGANZATION FOR 2011 WERE: CORPORATE EPIC DEDHAM MEDICAL ASSOCIATES, INC. $1,333,127 $1,260,525 GRANITE MEDICAL GROUP, INC. $ 501,507 $ 715,937 HARVARD VANGUARD MEDICAL ASSOC., INC. $8,994,608 RELIANT MEDICAL GROUP, INC. SOUTH SHORE MEDICAL CENTER, INC. $1,399,141 $1,249,604 SOUTHBORO MEDICAL GROUP, INC. $1,113,649 $1,078,908 RELIANT JOINED THE ATRIUS HEALTH FAMILY EFFECTIVE OCTOBER 1, 2011. THERE WERE NO CORPORATE COSTS ALLOCABLE TO RELIANT FOR THE PERIOD OCTOBER 1 THROUGH DECEMBER 31, 2011. PAYMENTS TO HVMA (CODES L,M,N & O) SCHEDULE R, PART V, ITEM 2 ATRIUS HEALTH, INC. ("ATRIUS") PROVIDED OVERSIGHT AND COORDINATION OF SERVICES AS THE SOLE CORPORATE MEMBER OF FIVE TAX-EXEMPT MEDICAL GROUP PRACTICES (PARTICIPATING ORGANIZATIONS) IN EASTERN AND CENTRAL MASSACHUSETTS. ATRIUS' PRIMARY ACTIVITIES IN 2011 ARE DESCRIBED IN PART III OF FORM 990 (STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS). ATRIUS LEASES ITS EMPLOYEES FROM HARVARD VANGUARD MEDICAL ASSOCIATES, INC. ("HVMA") AND OCCUPIES HVMA SPACE. ATRIUS REIMBURSES HVMA FOR THE PAYROLL COSTS, SPACE OCCUPIED AND SUPPORT SERVICES RECEIVED. THE REIMBURSEMENTS ARE BASED ON PAYROLL PAID, ASSOCIATED EMPLOYEE COSTS AT A SET RATE (DETERMINED ON THE RATIO OF COSTS OF PAYROLL TAXES, EMPLOYEE BENEFITS AND OTHER PAYROLL RELATED COSTS TO THE PAYROLL PAID), AND ALLOCATION OF OTHER COSTS, INCLUDING HVMA OFFICE SPACE OCCUPIED BY ATRIUS PERSONNEL. ADDITIONALLY, HVMA WAS REIMBURSED FOR OTHER DIRECT EXPENSES INCURRED BY HVMA ON BEHALF OF ATRIUS. CODE L OTHER SCH. R, PART V, ITEM 2 ATRIUS RECEIVED FUNDING TO ASSIST THE ONGOING OPERATIONS OF THE ELECTRONIC MEDICAL RECORDS SYSTEM. IT IS ATRIUS' POLICY TO ALLOCATE SUCH FUNDING TO ITS PARTICIPATING ORGANIZATIONS. THE TOTAL FUNDING RECEIVED IN 2011 AND DISTRIBUTED WAS $1,534,246.