2020-11-02T12:38:46-06:00 2019-12-31 990 2019-01-01 541278944 PRINCE WILLIAM HEALTH SYSTEM PRIN 3367182803 2085 FRONTIS PLAZA BLVD WINSTON SALEM NC 27103 FRED HARGETT EVP & CFO 3367182803 2020-11-02 170.98.106.254 2020-11-02 07:42:46 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 B9E044C34642B20A993F2C6AC3B669D258268535 2019 2021-01-29 14:40:06Z ALFRED E PILONG 2085 FRONTIS PLAZA BLVD WINSTON SALEM NC 27103 52029071 0 X N/A X 1997 VA SEE SCHEDULE O 15 12 503 19 5136253 194960 0 0 41831703 46749524 -3456 -2825 5430516 5279547 47258763 52026246 0 0 0 0 41521637 46451521 0 0 0 17026852 19173306 58548489 65624827 -11289726 -13598581 22772033 29908710 9235372 16680290 13536661 13228420 X SEE SCHEDULE O 0 0 55928108 42046056 IN 2019, NOVANT HEALTH UVA HEALTH SYSTEM PHYSICIAN PRACTICES OFFERED PHYSICIAN SERVICES TO THE COMMUNITY AT MULTIPLE VA LOCATIONS. THE PHYSICAN PRACTICES OF PRINCE WILLIAM HEALTH SYSTEM HAD 233,056 OUTPATIENT ENCOUNTERS DURING 2019. THE ORGANIZATION'S OPERATIONS SERVE THE COMMUNITY BY PROVIDING ACCESS TO MUCH NEEDED HEALTHCARE SERVICES, REGARDLESS OF THE PATIENTS' ABILITY TO PAY. 1012471 1447040 PRINCE WILLIAM HEALTH SYSTEM PROVIDES INTERMEDIARY ADMINISTRATIVE SUPPORT TO THE JOINT OPERATING COMPANY ENTITIES OF NOVANT HEALTH, INC. AND UVA MEDICAL CENTER LOCATED IN PRINCE WILLIAM COUNTY, AND CONTINUES TO PROVIDE CORPORATE REAL ESTATE ADMINISTRATION SUPPORT TO THESE SAME ENTITIES. 3308602 3324743 IN 2019, PRINCE WILLIAM HEALTH SYSTEM, DBA NOVANT HEALTH UVA HEALTH SYSTEM IMAGING - CENTREVILLE, OFFERED DIAGNOSTIC IMAGING SERVICES TO THE CENTERVILLE, VA AREA, WITH 10,086 OUTPATIENT ENCOUNTERS. 60249181 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 1 1 1 1 0 0 1 0 0 503 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 15 12 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 VA X KAREN DAUGHERTY 3367182803 2085 FRONTIS PLAZA BLVD WINSTON SALEM NC 27103 X ARMATO CARL PRES & CEO NH / TRUSTEE 0.20 50.40 X 0 4062082 65238 BURRIS II ALFRED CARDIOLOGIST 45.00 0.00 X 686860 0 48866 JAFIR AHSAN CARDIOLOGIST 45.00 0.00 X 649816 0 58065 MARANIAN ARA CARDIOLOGIST 45.00 0.00 X 617987 0 60358 PILONG ALFRED SVP & CEO NHUVAHS 0.00 50.00 X 0 577400 86544 SMITH STEPHEN MD PRES & COO / TRUSTEE 0.20 50.40 X X 0 528777 33956 CODER CHARLES CFO NHUVAHS & TREASURER 0.20 50.20 X 0 499571 29919 ESCANO MICHAEL CARDIOLOGIST 45.00 0.00 X 464800 0 37649 LATIMER ROBERT JR FAMILY PRACTITIONER 45.00 0.00 X 446647 0 52704 MARKERT DOUGLAS MD TRUSTEE 0.20 50.20 X 0 312921 18755 BERNARD PETER J FMR INTERIM CEO NHUVAHS 0.00 50.00 X 0 206842 0 ROBSON MELISSA FMR SVP & CEO NHUVAHS 0.00 0.00 X 0 120061 0 KHOT VIKRAM MD VICE CHAIR 0.20 0.20 X 0 49781 0 SWITKES ROSS MD TRUSTEE 0.20 0.00 X 0 21960 0 LACAYO KARLA MD TRUSTEE 0.20 0.00 X 0 9120 0 BLACKMON OLIVIA TRUSTEE 0.20 0.00 X 0 0 0 DANZIGER STEVEN CHAIR 0.20 0.00 X X 0 0 0 GUILFOYLE MATTHEW TRUSTEE 0.20 0.00 X 0 0 0 KELLEY KEVIN SEC 0.20 0.20 X X 0 0 0 KRICK JACQUELINE TRUSTEE 0.20 0.00 X 0 0 0 MCDONALD IAN TRUSTEE 0.20 0.40 X 0 0 0 MILLER JACKSON TRUSTEE 0.20 0.00 X 0 0 0 NELSON STEPHEN TRUSTEE 0.20 0.20 X 0 0 0 PACE MARIA MD TRUSTEE 0.20 0.00 X 0 0 0 SESSOMS PAMELA TRUSTEE 0.20 0.00 X 0 0 0 SMALL PATRICK TRUSTEE 0.20 0.20 X 0 0 0 WAY JONATHAN L TRUSTEE 0.20 0.00 X 0 0 0 2866110 6388515 492054 98 1 1 0 LOCUM TENENSCOM LLC PO BOX 405547 ATLANTA GA 30384 STAFFING SERVICES 625085 LABORATORY CORPORATION OF AMERICA HOLDIN PO BOX 12140 BURLINGTON NC 27216 LAB SERVICES 442993 MOONLIGHTING SOLUTIONS LLC 1175 REVOLUTION MILL DR GREENSBORO NC 27405 STAFFING SERVICES 219306 UNIVERSITY OF VIRGINIA PO BOX 800170 CHARLOTTESVILLE VA 22908 HEALTH SERVICES 189207 NOVA JANITORIAL 10407 BALLS FORD ROAD MANASSAS VA 20109 CLEANING SERVICES 184220 8 NET PATIENT REVENUE 621111 45120874 45120874 MOB RENTAL INCOME 531120 1428943 1428943 PHYSICIAN SERVICES 621111 196497 196497 VALUE BASED INCENTIVE 900099 3210 3210 46749524 74979 0 74979 74979 74979 2825 -2825 -2825 -2825 MANAGEMENT FEES 561110 5136253 5136253 MISCELLANEOUS REVENUE 900099 68315 68315 5204568 52026246 46817839 5136253 72154 4736 4736 39007172 38227029 780143 1492805 1462949 29856 3763387 3688119 75268 2183421 2139753 43668 720 720 1961915 1341347 620568 154537 154537 597902 403360 194542 538985 538985 3470858 3470858 257571 254022 3549 10391 10183 208 2400556 2393233 7323 648973 632413 16560 BILLING FEES 2113604 2113604 PHARMACEUTICALS 1395824 1395824 CONTRACT LABOR 1224003 1199523 24480 BAD DEBT 955489 955489 3441978 1981557 1460421 65624827 60249181 5375646 0 599782 1046316 2749509 2895948 239033 542566 33426 17838 33556862 16894069 18472648 16662793 468282 468282 208655 204290 698 8070677 22772033 29908710 3357451 3270918 109111 0 5768810 13409372 9235372 16680290 X 13536661 13228420 13536661 13228420 22772033 29908710 X -13598581 13290340 X 0 1 X 1 0 X X 3 PRINCE WILLIAM HOSPITAL 540696355 3 1 0 0 PERSONAL CARE SERVICES 541291284 10 1 0 0 PWHS FOUNDATION 541307595 7 0 0 0 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART I, LINE 12G: IN 2016, PRINCE WILLIAM HEALTH SYSTEM WAS INCLUDED IN A RESTRUCTURE ASSOCIATED WITH THE CREATION OF A JOINT OPERATING COMPANY ("JOC") BETWEEN NOVANT HEALTH, INC. AND UVA MEDICAL CENTER KNOWN AS NOVANT HEALTH UVA HEALTH SYSTEM. AS PART OF THE RESTRUCTURE, PRINCE WILLIAM HEALTH SYSTEM NOW PROVIDES INTERMEDIARY ADMINISTRATIVE SUPPORT TO THE JOC ENTITIES LOCATED IN PRINCE WILLIAM COUNTY AND CONTINUES TO PROVIDE CORPORATE REAL ESTATE ADMINISTRATION SUPPORT TO THE SUPPORTED ORGANIZATIONS LISTED IN PART I. PART IV, SECTION A, LINE 1: THERE ARE OTHER PUBLICLY SUPPORTED ORGANIZATIONS WITHIN THE HEALTH SYSTEM THAT THE FILING ORGANIZATION SUPPORTS. THESE ORGANIZATIONS HAVE A CONTINUING RELATIONSHIP WITH THE FILING ORGANIZATION BY VIRTUE OF THEIR RELATIONSHIPS TO THE SPECIFIED SUPPORTED ORGANIZATIONS. BY REASON OF THIS RELATIONSHIP, A SUBSTANTIAL IDENTITY OF INTEREST HAS BEEN DEVELOPED BETWEEN THE ORGANIZATIONS THEREBY ESTABLISHING A HISTORIC AND CONTINUING RELATIONSHIP. PART IV, SECTION D, LINE 3: REPRESENTATIVES OF THE SUPPORTED ORGANIZATIONS PROVIDE ONGOING FEEDBACK AND GUIDANCE ON THE BUDGETING, OVERHEAD ALLOCATIONS, AND ASSET PURCHASING AND UTILIZATION. PART IV, SECTION E, LINE 3A: THE ORGANIZATION HAS THE POWER TO REGULARLY APPOINT OR ELECT A MAJORITY OF OFFICERS, DIRECTORS OR TRUSTEES OF EACH SUPPORTED ORGANIZATION. PART IV, SECTION E, LINE 3B: BECAUSE OF THE RELATIONSHIP DESCRIBED ABOVE, THE SAME INDIVIDUALS WHO HAVE OVERSIGHT OVER THE SUPPORTING ORGANIZATION ARE DIRECTLY INVOLVED OR HAVE A SUBSTANTIAL DEGREE OF INFLUENCE IN THE OVERSIGHT, INCLUDING POLICY/PROGRAM DEVELOPMENT AND ACTIVITIES, OF THE SUPPORTED ORGANIZATIONS. 0 0 0 0 0 0 0 0 1 2144 2144 0 PART II-B, LINE 1: LINE 1I DUES PAID TO CERTAIN ORGANIZATIONS WHICH INCLUDE A PORTION RELATED TO LOBBYING ACTIVITIES. 5720488 5720488 14780670 8917217 5863453 6702690 3903950 2798740 6018267 3947985 2070282 334747 124917 209830 16662793 OTHER ASSETS 127496 RIGHT OF USE ASSETS 7943181 8070677 0 OTHER LIABILITIES 67564 DUE TO AFFILIATES 5169266 PATIENT REFUNDS 6444 OPERATING LEASE 8166098 13409372 X PART X, LINE 2: PART X, LINE 2: LIABILITY UNDER FIN 48 (ASC 740) FOOTNOTE THE AUDIT FOR NOVANT HEALTH UVA HEALTH SYSTEM AND ITS AFFILIATES IS PREPARED ON A CONSOLIDATED BASIS. THE COMPANY IS REQUIRED TO EVALUATE UNCERTAIN TAX POSITIONS. THIS EVALUATION INCLUDES A QUANTIFICATION OF TAX RISK IN AREAS SUCH AS UNRELATED BUSINESS TAXABLE INCOME. THIS EVALUATION DID NOT HAVE A MATERIAL EFFECT ON THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018. 1 1 0 0 0 0 0 0 0 ARMATO CARL PRES & CEO NH / TRUSTEE 0 1610458 0 1452510 0 999114 0 24300 0 40938 0 4127320 0 7500 BURRIS II ALFRED CARDIOLOGIST 510948 0 156419 0 19493 0 16800 0 32066 0 735726 0 0 0 JAFIR AHSAN CARDIOLOGIST 502525 0 124115 0 23176 0 24300 0 33765 0 707881 0 0 0 MARANIAN ARA CARDIOLOGIST 444347 0 153710 0 19930 0 24300 0 36058 0 678345 0 0 0 PILONG ALFRED SVP & CEO NHUVAHS 0 378432 0 100000 0 98968 0 60862 0 25682 0 663944 0 0 SMITH STEPHEN MD PRES & COO / TRUSTEE 0 349983 0 121390 0 57404 0 1731 0 32225 0 562733 0 0 CODER CHARLES CFO NHUVAHS & TREASURER 0 271660 0 193801 0 34110 0 17711 0 12208 0 529490 0 0 ESCANO MICHAEL CARDIOLOGIST 327707 0 117427 0 19666 0 23796 0 13853 0 502449 0 0 0 LATIMER ROBERT JR FAMILY PRACTITIONER 351542 0 66824 0 28281 0 16800 0 35904 0 499351 0 0 0 MARKERT DOUGLAS MD TRUSTEE 0 287175 0 0 0 25746 0 0 0 18755 0 331676 0 0 BERNARD PETER J FMR INTERIM CEO NHUVAHS 0 206842 0 0 0 0 0 0 0 0 0 206842 0 0 ROBSON MELISSA FMR SVP & CEO NHUVAHS 0 0 0 0 0 120061 0 0 0 0 0 120061 0 0 PART I, LINE 3 THE FILING ORGANIZATION IS AN INTEGRAL PART OF NOVANT HEALTH UVA HEALTH SYSTEM ("THE SYSTEM") AND RELIES UPON NOVANT HEALTH, INC., A SUPPORTING ORGANIZATION OF THE SYSTEM, TO USE THE PROCESS DESCRIBED IN PART VI, LINE 15A/15B OF THIS RETURN TO ESTABLISH COMPENSATION FOR CERTAIN EXECUTIVES. THIS PROCESS ADHERES TO THE REQUIREMENTS SET FORTH TO SECURE THE REBUTTABLE PRESUMPTION OF REASONABLENESS AND INCLUDES A REVIEW AND APPROVAL BY INDEPENDENT AND DISINTERESTED MEMBERS OF A COMPENSATION COMMITTEE, CONSULTATION WITH INDEPENDENT COMPENSATION CONSULTANTS, THE UTILIZATION OF THIRD-PARTY COMPARABILITY DATA SUCH AS PUBLISHED COMPENSATION SURVEYS, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION. PART I, LINES 4A-B PART I, LINES 4A-C: SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS SEVERANCE ROBSON, MELISSA $120,061 NONQUALIFIED NONE EQUITY-BASED NONE PART I, LINE 4A - SEVERANCE PLAN: ELIGIBLE EXECUTIVES MAY RECEIVE SEVERANCE PAY THAT IS BASED ON ANNUAL COMPENSATION FOR A SPECIFIED PERIOD OF TIME. THE SEVERANCE PAY WOULD BE PAID ONLY IN THE EVENT OF CERTAIN TYPES OF EMPLOYMENT TERMINATION, AND IS FURTHER CONTINGENT ON THE SATISFACTION OF OTHER CONDITIONS SUCH AS COMPLIANCE WITH A NON-COMPETITION COVENANT. ANY CURRENT YEAR PAYMENTS HAVE BEEN INCLUDED IN THE COMPENSATION AMOUNTS REPORTED IN PART VII AND IN COLUMN (B)(III) OF SCHEDULE J. THE COMPENSATION AND LEADERSHIP COMMITTEE OF THE NOVANT HEALTH BOARD REVIEWS, APPROVES, AND OVERSEES ALL ASPECTS AND ALL ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS, INCLUDING THE AMOUNTS AWARDED UNDER THIS SEVERANCE PLAN. PART I, LINE 4B - SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS: THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP") IS INTENDED TO SUPPORT RETENTION OF KEY EXECUTIVES, AND TO OFFER COMPETITIVE TOTAL COMPENSATION. ELIGIBLE EXECUTIVES WILL BE NOMINATED BY THE CEO AND APPROVED BY THE NOVANT HEALTH COMPENSATION AND LEADERSHIP COMMITTEE ("THE COMMITTEE") TO PARTICIPATE. GENERALLY, ANNUAL CONTRIBUTIONS TO THE PLAN OR PAYMENTS TO PARTICIPANTS WILL BE BASED ON A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AS OF JANUARY 1ST OF THE PREVIOUS PLAN YEAR AND ARE REPORTED IN COLUMN (C) OF SCHEDULE J. PRIOR TO MAKING THE CONTRIBUTIONS OR PAYMENTS, THE COMMITTEE WILL APPROVE THE AMOUNTS AS TO REASONABLENESS, WHEN COMBINED WITH ALL OTHER ANNUAL COMPENSATION. A 3 YEAR CLASS-YEAR VESTING PERIOD WILL APPLY UP TO AGE 62, WHEN ALL MONEY WOULD BE VESTED AND PAID OUT TO THE PARTICIPANT. OTHERWISE, VESTING WILL OCCUR ON JANUARY 1ST OF EACH YEAR FOR THE APPROPRIATE CLASS-YEAR VESTING PERIOD. THE COMMITTEE REVIEWS, APPROVES, AND OVERSEES ALL ASPECTS AND ALL ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS. FORM 990, PI, L1: ORGANIZATION'S MISSION OR MOST SIGNIFICANT ACTIVITIES PRINCE WILLIAM HEALTH SYSTEM IS AN INTEGRAL PART OF THE NOVANT HEALTH UVA HEALTH SYSTEM ("NHUVAHS"). NHUVAHS WAS FORMED IN 2016 BY NOVANT HEALTH AND THE UNIVERSITY OF VIRGINIA HEALTH SYSTEM, AND IS A REGIONAL NONPROFIT, INTEGRATED HEALTHCARE NETWORK OF PHYSICIAN CLINICS, OUTPATIENT CENTERS AND HOSPITALS THAT SERVES PATIENTS AND COMMUNITIES IN VIRGINIA. PRINCE WILLIAM HEALTH SYSTEM RECEIVES STRATEGIC PLANNING, ADMINISTRATIVE AND OTHER SUPPORT FROM NOVANT HEALTH, INC., A MEMBER OF THE NOVANT HEALTH UVA HEALTH SYSTEM. COMMUNITY BENEFIT REPORT HTTPS://WWW.NOVANTHEALTHUVA.ORG/ABOUT-US/COMMUNITY-INVOLVEMENT/COMMUNITY -BENEFIT.ASPX THE COMMUNITY BENEFIT REPORT, REFERRED TO AS A COMMUNITY IMPACT REPORT, PREPARED BY NOVANT HEALTH IS A SYSTEM-WIDE REPORT THAT INCLUDES QUALITATIVE AND QUANTITATIVE INFORMATION. PLEASE NOTE THAT THE NUMERIC DATA IN THIS REPORT IS NOT BASED UPON THE FORM 990, SCHEDULE H CRITERIA, BUT RATHER IT HAS BEEN PREPARED IN ACCORDANCE WITH THE NORTH CAROLINA HOSPITAL ASSOCIATION REPORTING GUIDELINES. IT SHOULD NOT BE RELIED UPON AS THE ORGANIZATION'S FORM 990, SCHEDULE H COMMUNITY BENEFIT REPORT, ITS COMMUNITY HEALTH NEEDS ASSESSMENT OR COMMUNITY BENEFIT IMPLEMENTATION STRATEGY. IN THIS REPORT, THE NOVANT HEALTH SYSTEM'S COMMUNITY BENEFIT WAS APPROXIMATELY $993,000,000, INCLUDING $152,000,000 IN FINANCIAL ASSISTANCE FOR 2019. FORM 990, PART III, LINE 1: MISSION, VISION AND VALUES MISSION NOVANT HEALTH UVA HEALTH SYSTEM EXISTS TO IMPROVE THE HEALTH OF COMMUNITIES, ONE PERSON AT A TIME. VISION WE, THE NOVANT HEALTH UVA HEALTH SYSTEM TEAM, WILL DELIVER THE MOST REMARKABLE PATIENT EXPERIENCE, IN EVERY DIMENSION, EVERY TIME. VALUES -COMPASSION: WE TREAT OUR CUSTOMERS AND THEIR FAMILIES, STAFF AND OTHER HEALTHCARE PROVIDERS AS FAMILY MEMBERS BY SHOWING THEM KINDNESS, PATIENCE, EMPATHY AND RESPECT. -DIVERSITY AND INCLUSION: WE RECOGNIZE THAT EVERY PERSON IS DIFFERENT, EACH SHAPED BY UNIQUE LIFE EXPERIENCES. THIS ENABLES US TO BETTER UNDERSTAND ONE ANOTHER AND OUR CUSTOMERS. BY ENGAGING THE STRENGTHS AND TALENTS OF EACH TEAM MEMBER, WE ENSURE A STRONG ORGANIZATION CAPABLE OF PROVIDING REMARKABLE HEALTHCARE TO OUR PATIENTS, FAMILIES AND COMMUNITIES. -PERSONAL EXCELLENCE: WE STRIVE TO GROW PERSONALLY AND PROFESSIONALLY, AND WE APPROACH EACH SERVICE OPPORTUNITY WITH A POSITIVE, FLEXIBLE ATTITUDE. HONESTY AND PERSONAL INTEGRITY GUIDE ALL THAT WE DO. -TEAMWORK: THE NEEDS AND EXPECTATIONS OF ANY ONE CUSTOMER ARE GREATER THAN THAT WHICH ONE PERSON'S SERVICE EFFORTS CAN SATISFY. WE SUPPORT EACH OTHER SO THAT TOGETHER AS A TEAM, WE CAN BE SUCCESSFUL IN THE EYE OF THE CUSTOMER AS A QUALITY SERVICE PROVIDER. -COURAGE: WE ACT BOLDLY IN MAKING THE CHANGES NECESSARY TO ACHIEVE OUR MISSION, VISION AND PROMISE OF DELIVERING REMARKABLE HEALTHCARE. OUR PEOPLE WE ARE AN INCLUSIVE TEAM OF PURPOSE-DRIVEN PEOPLE INSPIRED AND UNITED BY OUR PASSION TO CARE FOR EACH OTHER, OUR PATIENTS AND OUR COMMUNITIES. OUR PROMISE TO PATIENTS WE ARE MAKING YOUR HEALTHCARE EXPERIENCE REMARKABLE. WE WILL BRING YOU WORLD-CLASS CLINICIANS, CARE AND TECHNOLOGY - WHEN AND WHERE YOU NEED THEM. WE ARE REINVENTING THE HEALTHCARE EXPERIENCE TO BE SIMPLER, MORE CONVENIENT AND MORE AFFORDABLE, SO THAT YOU CAN FOCUS ON GETTING BETTER AND STAYING HEALTHY. FORM 990, PART VI, SECTION A, LINE 6 FORM 990, PART VI, SECTION A, LINE 6: CLASSES OF MEMBERS OR STOCKHOLDERS THE CORPORATION IS A NONPROFIT CORPORATION WITH MEMBERS (OR A MEMBER). THE SOLE MEMBER OF THE CORPORATION IS NOVANT HEALTH UVA HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 7A FORM 990, PART VI, SECTION A, LINE 7A: ELECTION OF MEMBERS AND THEIR RIGHTS THE BOARD OF NOVANT HEALTH, INC. APPOINTS THE BOARD OF PRINCE WILLIAM HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION A, LINE 7B FORM 990, PART VI, SECTION A, LINE 7B: DECISIONS SUBJECT TO APPROVAL OF MEMBERS THE BOARD OF NOVANT HEALTH, INC. APPROVES CERTAIN TRANSACTIONS/ACTIONS AND CHANGES TO THE BYLAWS OF PRINCE WILLIAM HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION B, LINE 11B FORM 990, PART VI, SECTION B, LINE 11: ORGANIZATION'S PROCESS TO REVIEW FORM 990 THE BOARD HAS DELEGATED REVIEW OF THE FORM 990 TO NOVANT HEALTH'S BOARD OF TRUSTEES' AUDIT AND COMPLIANCE COMMITTEE ("THE COMMITTEE"), WHICH OVERSEES TAX MATTERS FOR ENTITIES IN THE NOVANT HEALTH SYSTEM. THE COMMITTEE IS THE REVIEW BODY FOR ALL OF THE FORM 990S FILED FOR ORGANIZATIONS WITHIN THE NOVANT HEALTH SYSTEM. THE COMMITTEE MEETS BEFORE THE FORM 990S ARE FILED WITH THE IRS AND AFTER ALL BOARD MEMBERS HAVE BEEN PROVIDED A PAPER OR ELECTRONIC COPY OF THE FORM 990 AND A SUMMARY OF ITS CONTENTS. THE VICE PRESIDENT OF TAX AND LEGAL COUNSEL FOR NOVANT HEALTH ATTEND THE MEETING TO ANSWER ANY QUESTIONS AND ADDRESS ANY SIGNIFICANT DISCLOSURES WITHIN THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C FORM 990, PART VI, SECTION B, LINE 12C: MONITORING AND ENFORCEMENT OF COI THE ORGANIZATION'S TRUSTEE CONFLICT OF INTEREST POLICY APPLIES TO ALL TRUSTEES, PRINCIPAL OFFICERS OR MEMBERS OF A COMMITTEE WITH BOARD DELEGATED POWERS INCLUDING ANY APPLICABLE DISREGARDED ENTITIES. ALL TRUSTEES ARE SENT AN ANNUAL DISCLOSURE QUESTIONNAIRE. THE TRUSTEE ANNUAL DISCLOSURE QUESTIONNAIRES ARE REVIEWED BY THE COMPLIANCE DEPARTMENT. WITH RESPECT TO PARTICULAR TRANSACTIONS THAT COME BEFORE THE BOARD, THE CONFLICT OF INTEREST POLICY WOULD BE FOLLOWED. THE POTENTIAL CONFLICT OF INTEREST WOULD BE DISCLOSED BY THE BOARD MEMBER BEFORE A VOTE ON THE TRANSACTION AND THE REST OF THE BOARD WOULD DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. IF THE REST OF THE BOARD DETERMINED THAT A CONFLICT OF INTEREST EXISTED THEN THE BOARD MEMBER WITH THE CONFLICT OF INTEREST WOULD NOT PARTICIPATE IN THE DELIBERATIONS AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 FORM 990, PART VI, SECTION B, LINE 15A/15B: THE FILING ORGANIZATION IS AN INTEGRAL PART OF THE NOVANT HEALTH UVA HEALTH SYSTEM ("THE SYSTEM"), WHICH IS SUPPORTED BY NOVANT HEALTH, INC. ("NOVANT HEALTH"), ONE OF ITS MEMBERS. NOVANT HEALTH SUPPORTS THE SYSTEM BY PROVIDING A COMPENSATION REVIEW AND APPROVAL PROCESS TO CERTAIN SYSTEM ENTITIES. THE PROCESS IS CONDUCTED BY THE INDEPENDENT AND DISINTERESTED MEMBERS OF THE NOVANT HEALTH, INC. BOARD OF TRUSTEES (WHO COMPRISE THE COMPENSATION AND LEADERSHIP COMMITTEE OF THE BOARD) WHO REVIEW, APPROVE, AND OVERSEE ALL ASPECTS OF COMPENSATION AND BENEFITS FOR CERTAIN LEADERS AND EXECUTIVES ("EXECUTIVES") SERVING AS OFFICERS, INCLUDING THE TOP MANAGEMENT OFFICIAL, OR KEY EMPLOYEES FOR CERTAIN ENTITIES WITHIN THE SYSTEM. THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT AND USES THIRD PARTY COMPARABILITY DATA FOR FUNCTIONALLY SIMILAR POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS TO ENSURE THAT TOTAL COMPENSATION AND BENEFITS FOR EACH EXECUTIVE IS REASONABLE FOR THAT EXECUTIVE'S POSITION. THE COMMITTEE REVIEWS AND APPROVES EXECUTIVE COMPENSATION AND BENEFITS ANNUALLY, CONSISTENT WITH THE WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY OF NOVANT HEALTH, AND IN A MANNER THAT QUALIFIES FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS, THEREBY ASSURING THAT TOTAL COMPENSATION AND BENEFITS PROVIDED TO EACH EXECUTIVE IS REASONABLE. FORM 990, PART VI, SECTION C, LINE 19 FORM 990, PART VI, SECTION C, LINE 19: GOVERNING DOCUMENTS DISCLOSURE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS CONTAINING ALL ORGANIZATIONS IN THE NOVANT HEALTH UVA HEALTH SYSTEM ARE AVAILABLE UPON REQUEST. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC. FORM 990, PART VII, SECTION B: INDEPENDENT CONTRACTORS THE FILING ENTITY IS PART OF THE NOT-FOR-PROFIT INTEGRATED HEALTHCARE SYSTEM KNOWN AS NOVANT HEALTH UVA HEALTH SYSTEM. NOVANT HEALTH, INC. IS A MEMBER OF THE ENTITY THAT OPERATES THE HEALTH SYSTEM AND IS RESPONSIBLE FOR CERTAIN CORPORATE SUPPORT FUNCTIONS INCLUDING ACCOUNTS PAYABLE AND ISSUES FORMS 1099 FOR CERTAIN ENTITIES IN THE SYSTEM INCLUDING THE FILING ENTITY. INFORMATION REPORTED IN PART VII, SECTION B REPRESENTS THE EXPENSES PAID ON BEHALF OF THE FILING ENTITY TO INDEPENDENT CONTRACTORS OVER $100,000. FORM 990, PART XI, LINE 9: AFFILIATE TRANSFERS: 13,375,677. MALPRACTICE INSURANCE: -85,337. 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