2025-08-15T15:54:12-05:00 2024-09-30 861065772 DELOITTE TAX LLP 2 JERICHO PLAZA JERICHO NY 11753 990 2023-10-01 222703314 SOUTHCOAST PHYSICIANS GROUP INC SOUT 5089732905 200 MILL ROAD STE 180 FAIRHAVEN MA 027195252 MICHAEL BUSHELL EVP FINANCE & CFO 8089737013 2025-08-13 1 0 KRISTIN RUFFINI P00741491 5169187000 2023 2025-03-06 01:10:19Z DAVID MCCREADY 101 PAGE STREET NEW BEDFORD MA 02740 308539904 0 X SOUTHCOAST.ORG/SOUTHCOAST-PHYSICIANS-GROUP/ X 1986 MA SEE SCHEDULE OTO PROMOTE THE AVAILABILITY OF HIGH QUALITY MEDICAL SERVICES IN SERVICE AREAS COVERED BY SOUTHCOAST HEALTH SYSTEM, INC. (SHS) AND ITS TAX EXEMPT AFFILIATES. 12 8 2093 7 0 0 866718 680961 276486137 307753685 7 1435 48913 99895 277401775 308535976 0 0 0 0 291173173 318839519 0 0 0 59675414 62977429 350848587 381816948 -73446812 -73280972 152437551 163040939 152437551 163040939 0 0 X TO PROMOTE THE AVAILABILITY OF HIGH QUALITY MEDICAL SERVICES IN SERVICE AREAS COVERED BY SHS AND ITS TAX EXEMPT AFFILIATES. (SEE SCHEDULE O) 0 0 78479009 55823037 PRIMARY CARE - SEE SCHEDULE O 30056886 30044884 HOSPITALISTS - SEE SCHEDULE O 231923014 203297669 SPECIALISTS - SEE SCHEDULE O 19888395 18588095 URGENT CARE - THE SOUTHCOAST PHYSICIAN GROUP OPERATES SIX URGENT CARE FACILITIES IN THE REGION. THE URGENT CARE FACILITIES ARE LOCATED IN FAIRHAVEN (MA), DARTMOUTH (MA), SEEKONK (MA), LAKEVILLE (MA), FALL RIVER (MA), AND WAREHAM (MA). PRIMARY SERVICES OFFERED IN EACH OF THE FACILITIES INCLUDE AN EXTENSIVE VARIETY OF MEDICAL VISITS, RADIOLOGICAL EXAMS, AND LABORATORY TESTING. THE PRIMARY PURPOSE OF THE URGENT CARE FACILITIES IS TO PROVIDE ACCESS TO NON-EMERGENCY MEDICAL SERVICES AT LOCATIONS AND TIME PERIODS THAT ARE CONVENIENT FOR PATIENTS IN SOUTHCOAST'S REGION. IN FISCAL 2024, 129,713 PATIENTS WERE SERVED. OF THAT, 16.46% OF PATIENT VISITS WERE ATTRIBUTABLE TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MEDICARE, AND ANOTHER 27.08% OF VISITS WERE PROVIDED TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MASSHEALTH (MEDICAID) AND COMMONWEALTH CARE PLANS. 19888395 18588095 360347304 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 0 1 74 0 1 2093 1 0 0 0 0 0 0 0 0 0 0 1 0 X 12 8 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X MICHAEL BUSHELL 5089735017 101 PAGE STREET NEW BEDFORD MA 02740 X RAYFORD KRUGER MD PRESIDENT & EX-OFFICIO (UNTIL 1/3/24) 14.50 60.50 X X 0 1300999 310295 EDRESS OTHMAN MD TRUSTEE & PHYSICIAN 41.50 0.00 X 1119364 0 42434 DENNIS LAROCK MD TRUSTEE & PHYSICIAN 41.50 0.00 X 911300 0 41285 JEFFREY LAWRENCE MD TRUSTEE (UNTIL 4/30/24) & PHYSICIAN 36.00 26.50 X 786359 0 132042 DAVID MCCREADY EX-OFFICIO, PRES & CEO (FROM 1/24) 7.50 66.50 X X 0 317489 51283 AARON NOVY TRUSTEE & PHYSICIAN 41.50 0.00 X 181218 0 37565 SALMAN BASHIR MD TRUSTEE 1.50 4.50 X 0 3858 0 DONALD G GIUMETTI VICE CHAIR 2.50 12.50 X X 0 0 0 JASON RUA CHAIR 2.50 7.00 X X 0 0 0 CARMEN F SYLVESTER TRUSTEE 1.50 7.50 X 0 0 0 CHRISTOPHER HODGSON TRUSTEE 1.50 7.50 X 0 0 0 DENNIS FUSCO TRUSTEE 1.50 4.50 X 0 0 0 ELIZABETH HUIDEKOPER TRUSTEE 1.50 7.00 X 0 0 0 LOUIS CABRAL TRUSTEE 1.50 7.00 X 0 0 0 RENEE CLARK CLERK/ EVP & COO SHG 32.50 40.00 X 0 1121185 191393 WADE BROUGHMAN TREASURER/ EVP FIN & CFO SHG 14.50 60.50 X 0 1155114 39095 DANI HACKNER SVP CCO SHG, PHYS IN CHIEF MED 18.00 42.00 X 893343 0 170009 LINDA HEVENOR VP CLINICAL OPERATIONS 60.00 0.00 X 0 309070 42766 COURTNEY IVES VP CARE CENTER OPERATIONS 30.00 30.00 X 0 318351 20748 PETER COHN CHIEF CARDIOVASCULAR CARE CENTER 60.00 0.00 X 849280 0 38468 RICHARD PIN PHYSICIAN 40.00 0.00 X 1148915 0 44825 MICHAEL LANGWORTHY PHYSICIAN 40.00 0.00 X 1148860 0 37156 MATTHEW PHILLIPS PHYSICIAN 40.00 0.00 X 1152601 0 30918 PATRICK GAGNON PHYSICIAN 40.00 0.00 X 1081994 0 42323 IRAKLIS GEORGIANNIS PHYSICIAN 40.00 0.00 X 1072965 0 21063 KEITH HOVAN FORMER PRESIDENT 0.00 0.00 X 0 1615731 0 10346199 6141797 1293668 618 1 1 0 SYNERGY SURGICALISTS 280 W KAGY BLVD 320 BOZEMAN MT 59715 PHYSICIAN SERVICES 2857150 ALLEGIANCE MEDICAL PARTNERS LLC 85 STILES ROAD 203 SALEM NH 03079 STAFFING 1418759 MVP ANESTHESIA ASSOCIATES PC 1342 BELMONT STREET SUITE 205 BROCKTON MA 02301 STAFFING 1059884 BRIGHAM AND WOMENS PHYSICIAN ORGANIZATIO PO BOX 3684 BOSTON MA 02241 STAFFING 948949 PRATT OTOLARYNGOLOGY - HEAD & NECK ASSOC 800 WASHINGTON STREET BOSTON MA 02111 STAFFING 776806 60 680961 680961 PATIENT SERVICE 621110 287084021 287084021 OTHER CLINICAL REVENUE 900099 20654436 20654436 AFFILIATE RENT 531390 15228 15228 307753685 103823 3928 99895 99895 99895 1435 0 1435 1435 1435 308535976 307753685 0 101330 5077693 4456221 621472 220042 220042 269947926 262539533 7408393 8888025 8614908 273117 20501677 18557380 1944297 14204156 13779753 424403 1429645 1379366 50279 197979 197979 14740202 12844467 1895735 2816 88 2728 1372129 558975 813154 250624 247210 3414 14518023 12557522 1960501 417520 394313 23207 511881 503667 8214 3088003 2973130 114873 5730188 5430534 299654 MEDICAL SUPPLIES & LINE 11306739 11306739 INTERCOMPANY CONTRACTED 7297050 2158852 5138198 PROF & DEVELOPMENT FEES 1077653 977750 99903 PARTS, REPAIRS, & MAINT 329285 325572 3713 707692 521282 186410 381816948 360347304 21469644 0 18284458 20117441 3980997 5436872 45828688 28583870 18048474 17244818 19510097 25441635 7666514 7666514 84947011 87133659 152437551 163040939 58904494 63548188 93533057 99492751 152437551 163040939 X 0 0 0 152437551 163040939 X -73280972 73280972 X 0 1 X 1 1 1 X 5714329 0 757723 866718 680961 8019731 195453302 226460571 262963847 276486137 307753685 1269117542 201167631 226460571 263721570 277352855 308434646 1277137273 0 0 0 1277137273 112044 61377 63395 56074 103823 396713 112044 61377 63395 56074 103823 396713 201279675 226521948 263784965 277408929 308538469 1277533986 0.99970 0.99960 0.00030 0.00040 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 583450 583450 8964058 2701511 6262547 25176990 17459292 7717698 9765261 8268148 1497113 1338929 154919 1184010 17244818 DUE FROM AFFILIATES 36874783 REINSURANCE RECOVERABLES 2371036 OTHER RECEIVABLES 1775294 RIGHT OF USE ASSETS - OPERATING 46112546 87133659 DEFERRED COMPENSATION 25441635 DUE TO AFFILIATES 25951212 LEASE LIABILITY OPERATING 48099904 99492751 PART X, LINE 2 SPG HAS ADOPTED FIN 48. THERE IS NO FOOTNOTE DISCLOSURE IN SHS' FISCAL SEPTEMBER 30, 2024 CONSOLIDATED AUDITED FINANCIAL STATEMENTS SINCE THE ADOPTION OF FIN 48 WAS NOT MATERIAL. X 1 1 1 1 0 0 0 0 0 1 0 KEITH HOVAN FORMER PRESIDENT 0 0 0 0 0 1615731 0 0 0 0 0 1615731 0 0 RAYFORD KRUGER MD PRESIDENT & EX-OFFICIO (UNTIL 1/3/24 0 1291999 0 0 0 9000 0 291000 0 19295 0 1611294 0 0 RENEE CLARK CLERK/ EVP & COO SHG 0 740190 0 242200 0 138795 0 168243 0 23150 0 1312578 0 120300 WADE BROUGHMAN TREASURER/ EVP FIN & CFO SHG 0 743502 0 242200 0 169412 0 19800 0 19295 0 1194209 0 0 RICHARD PIN PHYSICIAN 668992 0 479423 0 500 0 22302 0 22523 0 1193740 0 0 0 MICHAEL LANGWORTHY PHYSICIAN 813769 0 334591 0 500 0 18488 0 18668 0 1186016 0 0 0 MATTHEW PHILLIPS PHYSICIAN 883342 0 268759 0 500 0 8355 0 22563 0 1183519 0 0 0 EDRESS OTHMAN MD TRUSTEE & PHYSICIAN 911477 0 207387 0 500 0 19911 0 22523 0 1161798 0 0 0 PATRICK GAGNON PHYSICIAN 823073 0 257921 0 1000 0 19800 0 22523 0 1124317 0 0 0 IRAKLIS GEORGIANNIS PHYSICIAN 1053298 0 19667 0 0 0 19800 0 1263 0 1094028 0 0 0 DANI HACKNER SVP CCO SHG, PHYS IN CHIEF MED 661512 0 130000 0 101831 0 19800 127686 22523 0 935666 127686 0 90986 DENNIS LAROCK MD TRUSTEE & PHYSICIAN 890800 0 20000 0 500 0 18762 0 22523 0 952585 0 0 0 JEFFREY LAWRENCE MD TRUSTEE (UNTIL 4/30/24) & PHYSICIAN 613187 0 143800 0 29372 0 15769 93750 22523 0 824651 93750 0 0 PETER COHN CHIEF CARDIOVASCULAR CARE CENTER 644151 0 79000 0 126129 0 19800 0 18668 0 887748 0 0 0 DAVID MCCREADY EX-OFFICIO, PRES & CEO (FROM 1/24) 0 296244 0 0 0 21245 0 45370 0 5913 0 368772 0 0 LINDA HEVENOR VP CLINICAL OPERATIONS 0 256270 0 52800 0 0 0 19008 0 23758 0 351836 0 0 COURTNEY IVES VP CARE CENTER OPERATIONS 0 263251 0 55100 0 0 0 3587 0 17161 0 339099 0 0 AARON NOVY TRUSTEE & PHYSICIAN 172674 0 1603 0 6941 0 13901 0 23664 0 218783 0 0 0 PART I, LINE 1A SPG MADE PERFORMANCE PAYMENTS TO ONE TRUSTEE, FOR THEIR ROLE AS A PHYSICIAN, THAT INCLUDED TAX GROSS-UPS. TOTAL PAYMENTS WERE $203. PART I, LINE 3 SPG RELIED ON AFFILIATE SOUTHCOAST HOSPITALS GROUP (SHG), A RELATED ORGANIZATION, TO ESTABLISH THE COMPENSATION FOR THE SPG PRESIDENT. SHG CHECKED THE FOLLOWING BOXES TO ESTABLISH COMPENSATION: COMPENSATION COMMITTEE INDEPENDENT COMPENSATION CONSULTANT COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINES 4A-B LINE 4A: A SEVERANCE PAYMENT OF $1,615,731 (NET OF WITHHOLDING) WAS MADE DURING THE REPORTING PERIOD TO KEITH HOVAN THAT WAS PAID FROM SOUTHCOAST HOSPITAL GROUP, INC., A RELATED ORGANIZATION. LINE 4B: CERTAIN OFFICERS, DIRECTORS, AND KEY EMPLOYEES WHO ARE EMPLOYEES OF SOUTHCOAST PARTICIPATE IN SOUTHCOAST'S 457(F) SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. CONTRIBUTION CREDITS UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART, II, COLUMN (C). ONLY UPON TERMINATIONS OF EMPLOYMENT DO FULLY VESTED PARTICIPANTS RECEIVE DISTRIBUTIONS FROM THE PLAN. CONTRIBUTIONS VEST THE EARLIER OF: JULY 1 OF THE 3RD CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE CONTRIBUTION CREDIT IS MADE; UPON REACHING AGE 62; DEATH; DISABILITY; OR INVOLUNTARY SEPARATION. THE AMOUNT REFLECTED IN SCHEDULE, J, PART II, COLUMN B(III) FOR THE FOLLOWING INDIVIDUALS INCLUDES THE VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE. RENEE CLARK - $124,038 WADE BROUGHMAN - $148,443 DANI HACKNER - $95,004 PETER COHN - $120,336 PART I, LINE 7 A PORTION OF PHYSICIAN COMPENSATION IS AT RISK AND PAID VIA A COMPENSATION PLAN IN WHICH PERFORMANCE IS ASSESSED BASED ON PRE-DETERMINED MEASURES INCLUDING QUALITY AND PRODUCTIVITY. PART II, COLUMN F OFFICERS, DIRECTORS, AND KEY EMPLOYEES WHO ARE EMPLOYEES OF SOUTHCOAST PARTICIPATE IN SOUTHCOAST'S 457(F) SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. PRIOR YEAR CONTRIBUTION CREDITS INCLUDED AS DEFERRED IN A PRIOR YEAR AND AS W-2 COMPENSATION IN THE CURRENT YEAR ARE INCLUDED IN SCHEDULE J, PART, II, COLUMN (F). ONLY UPON TERMINATIONS OF EMPLOYMENT DO FULLY VESTED PARTICIPANTS RECEIVE DISTRIBUTIONS FROM THE PLAN. CONTRIBUTIONS VEST THE EARLIER OF: JULY 1 OF THE 3RD CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE CONTRIBUTION CREDIT IS MADE; UPON REACHING AGE 62; DEATH; DISABILITY; OR INVOLUNTARY SEPARATION. THE AMOUNT REFLECTED IN SCHEDULE J, PART II, COLUMN F FOR THE FOLLOWING INDIVIDUALS INCLUDES THE ORIGINAL CONTRIBUTION CREDITS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE. DANI HACKNER - $90,986 RENEE CLARK - $120,300 JEANNE BETH LAROCK SEE PART V 59325 SEE PART V 0 STEPHANIE LAWRENCE SEE PART V 160717 SEE PART V 0 SCHEDULE L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (A) NAME OF PERSON: JEANNE BETH LAROCK(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: FAMILY MEMBER OF DENNIS LAROCK, TRUSTEE(D) DESCRIPTION OF TRANSACTION: EMPLOYEE COMPENSATION SCHEDULE L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (A) NAME OF PERSON: STEPHANIE LAWRENCE(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: FAMILY MEMBER OF JEFFREY LAWRENCE, TRUSTEE(D) DESCRIPTION OF TRANSACTION: EMPLOYEE COMPENSATION FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: THE MISSION OF SOUTHCOAST PHYSICIANS GROUP, INC. (SPG) IS TO PROMOTE THE AVAILIBILITY OF HIGH QUALITY MEDICAL SERVICES IN SERVICE AREAS COVERED BY SOUTHCOAST HEALTH SYSTEM, INC. (SHS) AND ITS TAX EXEMPT AFFILIATES BY PROMOTING THE DEVELOPMENT OF AN EFFICIENT, INTEGRATED MEDICAL DELIVERY SYSTEM THAT WILL BETTER MEET THE NEEDS OF THE COMMUNITIES SERVED BY SOUTHCOAST NOW AND IN THE FUTURE BY ACQUIRING AND ESTABLISHING PHYSICIAN PRACTICES AND DEVELOPING MANAGED CARE SERVICES. FORM 990, PART III, LINE 4A, DESCRIPTION OF PROGRAM SERVICE: PRIMARY CARE - SPG'S ACCOMPLISHMENTS INCLUDE THE DEVELOPMENT AND MAINTENANCE OF AN EFFICIENT AND INTEGRATED PRIMARY CARE DELIVERY SYSTEM THAT SUCCESSFULLY MEETS THE HEALTH CARE NEEDS OF THE COMMUNITIES SERVED BY SPG AND ITS NON-PROFIT AFFILIATES. SPG SERVES PATIENTS OF ALL AGES, RACES AND ETHNIC BACKGROUNDS AND PROVIDES HEALTH CARE SERVICES SUCH AS PREVENTATIVE HEALTH CARE, PHYSICALS, IMMUNIZATIONS, TREATMENTS FOR ILLNESSES AND INJURIES AND PROVIDES REFERRALS TO OTHER HEALTH CARE SPECIALISTS AS NEEDED. DURING FISCAL 2024, APPROXIMATELY 41.13% OF PATIENT VISITS TO SPG PRIMARY CARE PRACTICES WERE ATTRIBUTABLE TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MEDICARE, AND ANOTHER 15.35% OF VISITS WERE PROVIDED TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MASSHEALTH (MEDICAID) AND COMMONWEALTH CARE PLANS. DURING FISCAL 2024, THERE WERE 342,955 TOTAL PATIENT VISITS TO SPG PRIMARY CARE PRACTICES AND 95,454 IMMUNIZATIONS WERE ADMINISTERED TO SPG PATIENTS. FORM 990, PART III, LINE 4B, DESCRIPTION OF PROGRAM SERVICE: HOSPITALISTS - SPG EMPLOYS HOSPITALISTS WHO ARE PHYSICIANS BOARD CERTIFIED IN INTERNAL MEDICINE OR FAMILY PRACTICE AND SPECIALIZE IN THE CARE OF PATIENTS WHOSE ILLNESS IS SERIOUS ENOUGH TO REQUIRE ADMISSION TO AN ACUTE-CARE HOSPITAL. SOMETIMES HOSPITALISTS HAVE ADDITIONAL EXPERTISE IN SPECIALITIES SUCH AS PULMONARY MEDICINE OR CRITICAL CARE. THE HOSPITALISTS PRIMARY FOCUS OF CARE AND EXPERTISE IS FOR THE PATIENTS OF ITS RELATED NOT-FOR-PROFIT HOSPITAL THEY SERVE. SOUTHCOAST HOSPITALS GROUP, INC. HOSPITALISTS ARE AVAILABLE TO SEE ADMITTED PATIENTS 24 HOURS A DAY 7 DAYS A WEEK AND PROVIDE COMPLETE CARE TO PATIENTS DURING THEIR HOSPITAL STAY WHILE COMMUNICATING WITH NURSES, OTHER HEALTH TEAM MEMBERS AND EACH PATIENT'S PRIMARY CARE PHYSICIANS, THEREBY PROVIDING THE HIGHEST LEVEL OF HEALTH CARE SERVICES. DURING FISCAL 2024, HOSPITALISTS HAD 141,473 PATIENT VISITS, OF WHICH 70.60% WERE MADE TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MEDICARE, AND ANOTHER 15.95% OF VISITS WERE PROVIDED TO PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MASSHEALTH (MEDICAID). FORM 990, PART III, LINE 4C, DESCRIPTION OF PROGRAM SERVICE: SPECIALISTS - SPG EMPLOYS SPECIALISTS, INCLUDING SURGEONS, ONCOLOGISTS, CARDIOLOGISTS, GASTROENTEROLOGISTS, NEUROLOGISTS, PSYCHIATRISTS, AND OTHERS. DURING FISCAL 2024, SPG SPECIALISTS SERVED 900,948 PATIENTS, OF WHICH 49.51% WERE PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MEDICARE, AND ANOTHER 19.61% WERE PATIENTS WHOSE PRIMARY HEALTH INSURANCE WAS MASSHEALTH (MEDICAID). FORM 990, PART VI, SECTION A, LINE 2 CARMEN SYLVESTER; CHRISTOPHER HODGSON; DENNIS FUSCO; DONALD GIUMETTI; ELIZABETH HUIDEKOPER; LOUIS CABRAL; AND JASON RUA HAD BUSINESS RELATIONSHIPS WITH DAVID MCCREADY; RAYFORD KRUGER, MD; SALMAN BASHIR, MD; RENEE CLARK; AND WADE BROUGHMAN, WHO WERE EMPLOYED BY SOUTHCOAST HOSPITALS GROUP, INC. DAVID MCCREADY; RAYFORD KRUGER, MD; SALMAN BASHIR, MD; RENEE CLARK; AND WADE BROUGHMAN ALSO HAD A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 6 SOUTHCOAST HEALTH SYSTEM, INC. (SHS), SPG'S PARENT CORPORATION, IS THE SOLE CORPORATE MEMBER OF SPG. FORM 990, PART VI, SECTION A, LINE 7A SHS ELECTS THE TRUSTEES AND DIRECTORS OF SPG AND EXERCISES SPECIFIED RESERVED POWERS OVER SPG. FORM 990, PART VI, SECTION A, LINE 7B SPG IS ORGANIZED AND OPERATES TO CARRY OUT AND FURTHER THE TAX EXEMPT PURPOSES OF ITS NON-PROFIT AFFILIATE, SOUTHCOAST HOSPITALS GROUP, INC. ("SHG") BY CARING FOR AND IMPROVING THE HEALTH AND PROMOTING THE WELLNESS OF THE PEOPLE IN THE COMMUNITIES SERVED BY THE HOSPITALS GROUP. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION PREPARES THE FORM 990 WITH THE ASSISTANCE OF A PAID PREPARER. THE GOVERNING BOARD OF SHS, THE SOLE CORPORATE MEMBER OF SPG, REVIEWS FORM 990 AND ITS RELATED SCHEDULES PRIOR TO FILING. THE REVIEW IS PERFORMED BY THE GOVERNING BOARD AS IT PROVIDES OVERSIGHT FOR COMPENSATION AND CONFLICT OF INTEREST MATTERS ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES ON A SYSTEM-WIDE BASIS. A COMPLETE COPY OF THE FORM 990 AND ITS SCHEDULES ARE POSTED TO THE SHS BOARD'S WEBSITE PORTAL FOR ALL BOARD MEMBERS TO REVIEW, MAKE INQUIRIES, AND HAVE ANY ADJUSTMENTS MADE PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C SHS HAS CONFLICT OF INTEREST, LEGAL COMPLIANCE AND CODE OF CONDUCT POLICIES THAT APPLY TO ALL TRUSTEES, OFFICERS, DIRECTORS AND EMPLOYEES (REFERRED TO AS "MEMBERS") OF SPG. ON AN ANNUAL BASIS, EACH MEMBER WILL COMPLETE THE CONFLICT OF INTEREST QUESTIONNAIRE WHICH AFFIRMS THAT EACH PERSON HAS: (1) RECEIVED A COPY OF THE POLICY, (2) READ AND UNDERSTOOD THE POLICY, (3) AGREED TO COMPLY WITH THE POLICY, AND (4) UNDERSTOOD THAT THE SYSTEM ENTITIES ARE CHARITABLE ORGANIZATIONS AND THAT TO MAINTAIN THEIR FEDERAL TAX EXEMPTION, SUCH ENTITIES MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. TO ENSURE THE SYSTEM OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES, DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL TAXATION, AND IN CONNECTION WITH ITS COMPLIANCE PROGRAM, SYSTEM'S MANAGEMENT SHALL CONDUCT PERIODIC REVIEWS OF THE CONFLICT OF INTEREST POLICY AND THE OPERATION AND APPLICATION OF IT. MEMBERS SHALL DISCLOSE ANY INTERESTS OR ACTIVITIES IN WHICH THEY ARE INVOLVED OR BECOME INVOLVED THAT DO RESULT, OR MAY APPEAR TO RESULT IN A CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST AND SHALL COMPLY WITH, AND MAKE ALL REQUIRED DISCLOSURES UNDER THE CONFLICT OF INTEREST POLICY PRIOR TO COMMENCING, CONTINUING, OR CONSUMMATING ANY ACTIVITY OR TRANSACTION WHICH RAISES A CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST. EACH MEMBER IS UNDER AN ONGOING DUTY TO UPDATE AND KEEP CURRENT THE INFORMATION CONTAINED IN THEIR QUESTIONNAIRE. AT LEAST ANNUALLY, OR AS NECESSARY BASED ON DISCLOSURES, THE GENERAL COUNSEL WILL SUMMARIZE AND REPORT ALL DISCLOSURES TO THE PRESIDENT AND CEO AND THE CHAIRMAN OF THE BOARD OF TRUSTEES (OR HIS/HER DESIGNEE). UPON DISCLOSURE OF FINANCIAL OR NON-FINANCIAL INTERESTS ("INTERESTS") AND ALL MATERIAL FACTS RELATED THERETO BY MEMBER OR AN INTERESTED PERSON, THE CHAIR OF THE SYSTEM'S GOVERNANCE COMMITTEE SHALL DETERMINE IN CONJUNCTION WITH THE GENERAL COUNSEL WHETHER A CONFLICT OF INTERESTS EXISTS. THE GOVERNANCE COMMITTEE CAN CONTINUE TO DISCUSS THE ISSUE WITH THE MEMBER OR INTERESTED PERSON TO CLARIFY OR OBTAIN ADDITIONAL INFORMATION. HOWEVER, BEFORE THE GOVERNANCE COMMITTEE DISCUSSES OR DETERMINES WHETHER THE MEMBER OR OTHER INTERESTED PERSON'S INTERESTS CONSTITUTE A CONFLICT OF INTEREST, THE MEMBER OR INTERESTED PERSON MUST LEAVE THE MEETING. IN THE EVENT THE INTEREST INVOLVES THE CHAIR OR CEO, THE REMAINING GOVERNANCE COMMITTEE MEMBERS SHALL APPOINT ONE OR MORE DISINTERESTED TRUSTEES TO MAKE SUCH A DETERMINATION. ONCE THE DETERMINATION OF THE CONFLICT OF INTEREST IS MADE BY THE GOVERNANCE COMMITTEE, SUCH DETERMINATION, ALONG WITH APPROPRIATE MITIGATION PLANS, WILL BE SUBMITTED BY THE GOVERNANCE COMMITTEE FOR REVIEW AND APPROVAL. IF ANY BOARD OR BOARD COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE AN ACTUAL CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM SUCH PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD SUCH A MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE IT. IF, AFTER HEARING THE RESPONSE OF SUCH PERSON AND MAKING FURTHER INQUIRY OR INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR BOARD COMMITTEE DETERMINES THAT SUCH PERSON HAS IN FACT FAILED TO DISLCOSE AN ACTUAL CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST, THE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION SHALL BE TAKEN. FORM 990, PART VI, SECTION B, LINE 15 FOR ITS PHYSICIAN EMPLOYEES, COMPENSATION IS REVIEWED AND APPROVED UPON EMPLOYMENT OR ADJUSTMENT OR AT LEAST ANNUALLY BY A COMMITTEE OF THE BOARD COMPRISED OF ALL NON-PHYSICIAN TRUSTEES. AS PART OF THE REVIEW, AN INDEPENDENT PHYSICIAN COMPENSATION CONSULTANT IS ENGAGED TO EXPRESS A FAIR MARKET VALUE OPINION ON OFFERS OF EMPLOYMENT OR FOR SALARY ADJUSTMENTS FOR ALL EXPERIENCED PHYSICIANS AND ASSIST IN THE DEVELOPMENT OF SALARY RANGES FOR PHYSICIANS BEING EMPLOYED WHO HAVE RECENTLY GRADUATED FROM TRAINING PROGRAMS. THE CONSULTANT USES SAFE-HARBOR GUIDELINES SET BY THE FEDERAL LEGISLATION OR DEVELOPED BY FEDERAL AGENCIES IN FORMULATING THE OPINIONS AND DEVELOPING THE SALARY RANGES. THE PROCESS FOR DETERMINING COMPENSATION INCLUDED CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION. FORM 990, PART VI, SECTION C, LINE 19 SPG MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC BY PROVIDING THEM UPON REQUEST. FORM 990, PART VII, SECTION A, LINE 1: TRUSTEES AND OFFICERS ARE COMPENSATED FOR THEIR ROLES OUTSIDE OF THEIR CAPACITY AS TRUSTEES AND OFFICERS. FORM 990, PART XI, LINE 9: TRANSFERS AMONG AFFILIATES 73,280,972. 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