2019-08-15T08:15:06-05:00 2018-09-30 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2017-10-01 042105745 Southcoast Visiting Nurse Association Inc % WADE BROUGHMAN SOUT 5089733213 200 MILL ROAD SUITE 120 FAIRHAVEN MA 02719 WADE BROUGHMAN EXEC VP FIN & CFO 5089732905 2019-08-15 true PAUL TANIS P01441612 6175305000 2019-08-05 167.68.125.77 04363820192275000010 2019-08-15 P 7AB26BFB494F9B6E6B708F91EEB15FCE68C3CB22 C3A24384C7FB6CB8AB7906F598D11C961889714C 2017 2019-02-21 02:37:17Z SHARON JONES 200 MILL ROAD SUITE 230 FAIRHAVEN MA 02719 37778217 false X www.southcoast.org/visiting-nurse-association X 1941 MA TO FOSTER IMPROVEMENT AND MAINTENANCE OF HEALTH, PREVENTION OF DISEASE AND DISABILITY AND COMPASSIONATE END-OF- LIFE CARE IN THE HOME SETTING. 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INT. IN PERPETUAL TRUST 1475864 DUE FROM AFFILIATES 86633 MALPRAC. INS. RECEIV - AFFIL 867231 OTHER REC. - EXCHANGE BALANCE 9945 2522099 0 DUE TO AFFILIATES 606624 MALPRACTICE INS-RES-AFFL 372110 WORKER'S COMP RESERVE 495121 1473855 PART V, LINE 4 VNA'S ENDOWMENT FUNDS ARE INTENDED TO PROVIDE A SOURCE OF INCOME TO SUPPORT VNA'S TAX EXEMPT PURPOSE OF PROVIDING QUALITY HEALTH CARE SERVICES TO PEOPLE IN VNA'S SERVICE AREA. PART X, LINE 1 VNA HAS ADOPTED FIN 48. THERE IS NO FOOTNOTE DISCLOSURE IN SOUTHCOAST HEALTH SYSTEM, INC.'S FISCAL SEPTEMBER 30, 2018 CONSOLIDATED AUDITED FINANCIAL STATEMENTS SINCE THE ADOPTION OF FIN 48 WAS NOT MATERIAL. BRUNCH 20447 16381 4066 4066 2314 0 20447 16381 4066 4066 2314 6380 -2314 false true false false false false false false false LINDA BODENMANN CLERK (UNTIL 12/17) 0 615500 0 59900 0 165121 0 149415 0 16751 0 1006687 0 102509 SHARON JONES VNA PRESIDENT & CEO/EX-OFFICIO 0 233253 0 18000 0 0 0 15385 0 16951 0 283589 0 0 PAMELA SWANSEY REGISTERED NURSE 135250 0 0 0 0 0 8115 0 11695 0 155060 0 0 0 KRISTOFER LINDEMAN TRUSTEE/FORMER TREASURER 0 220891 0 0 0 0 0 11289 0 20122 0 252302 0 0 SUSAN BULLOCK Physical Therapist 139999 0 0 0 0 0 8400 0 10182 0 158581 0 0 0 WADE BROUGHMAN TREASURER 0 240079 0 37434 0 20797 0 36165 0 7408 0 341883 0 0 KAYLA SILVA REGISTERED NURSE 116118 0 0 0 0 0 6967 0 27048 0 150133 0 0 0 RENEE CLARK CLERK 0 492250 0 84983 0 52544 0 110442 0 20422 0 760641 0 49969 KEITH HOVAN PRESIDENT & CEO (SHG) 0 1040050 0 307200 0 365681 0 285258 0 19922 0 2018111 0 206538 RONNIE BROWNSWORTH TRUSTEE/VP SHN 0 249341 0 75000 0 18498 0 37383 0 7408 0 387630 0 0 MARC THEROUX MD TRUSTEE (RESIGNED 1/18) 0 305527 0 24321 0 0 0 33600 0 12878 0 376326 0 0 MANNI SETHI MD TRUSTEE (RESIGNED 2/18) 0 305470 0 22800 0 48270 0 15600 0 3536 0 395676 0 0 ANA LAUS MD TRUSTEE 0 269580 0 0 0 109860 0 15600 0 410 0 395450 0 0 DIANE PATRICK MD VICE CHAIR 0 201364 0 7470 0 0 0 12530 0 15630 0 236994 0 0 CURTIS MELLO MD CHAIR 0 271116 0 107698 0 71304 0 15600 0 15630 0 481348 0 0 PART I, LINE 3 VNA RELIED ON AFFILIATE SOUTHCOAST HOSPITALS GROUP (SHG), A RELATED ORGANIZATION TO ESTABLISH THE COMPENSATION FOR THE VNA PRESIDENT. SHG CHECKED THE FOLLOWING BOXES WHICH WERE USED BY SOUTHCOAST TO ESTABLISH COMPENSATION OF THE PRESIDENT: COMPENSATION COMMITTEE INDEPENDENT COMPENSATION CONSULTANT COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B 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 TERMINATION 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. KEITH HOVAN - $254,064 LINDA BODENMANN - $107,850 RENEE CLARK - $50,061 IN ADDITION TO THE ABOVE OUTLINED PLAN, THE FOLLOWING INDIVIDUALS ALSO HAVE SEPARATE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLANS. KEITH HOVAN - SOUTHCOAST HOSPITALS GROUP, INC. ESTABLISHED AN EXECUTIVE BENEFIT PLAN FOR THE BENEFIT OF KEITH HOVAN. UNDER THE TERMS OF THE PLAN, A CONTRIBUTION CREDIT, INCLUDED IN SCHEDULE J, PART I, COLUMN (C) IS CREDITED TO HIS ACCOUNT ON A YEARLY BASIS. THE ACCOUNT BALANCE VESTS AS FOLLOWS: JUNE 30, 2013 -50%; JUNE 30, 2016 - 75% AND JUNE 30, 2018 - 100%. PURSUANT TO THE PLAN $99,300 WAS INCLUDED IN MR. HOVAN'S 2017 FORM W-2 AND SCH J, PART II, COLUMN B(III). LINDA BODENMANN - SOUTHCOAST HOSPITALS GROUP, INC. ESTABLISHED AN EXECUTIVE BENEFIT PLAN FOR THE BENEFIT OF LINDA BODENMANN. UNDER THE TERMS OF THE PLAN, A CONTRIBUTION CREDIT, INCLUDED IN SCHEDULE J, PART I, COLUMN (C) IS CREDITED TO HER ACCOUNT ON A YEARLY BASIS. THE ACCOUNT BALANCE VESTS AS FOLLOWS: DECEMBER 31, 2012 - 50%; DECEMBER 31, 2015 -75 %; AND THE DATE THE PARTICIPANT ATTAINS AGE 62 AND COMPLETES 3 YEARS OF FULL SERVICE WITH THE EMPLOYER BEGINNING ON JANUARY 1, 2008 - 100%. PURSUANT TO THE PLAN, $48,750 WAS INCLUDED IN MS. BODENMANN'S 2017 FORM W-2 AND SHC, J, PART II, COLUMN (B) (III). PART I, LINE 1 AND PART III, LINE 1: THE SOUTHCOAST VISITING NURSE ASSOCIATION, INC. ("VNA") IS COMMITTED TO PROVIDING HIGH QUALITY COMPREHENSIVE HEALTH AND HOSPICE SERVICES IN THE HOME SETTING AND COMMUNITY-BASED PROGRAMS WHICH FOSTER IMPROVEMENT AND MAINTENANCE OF HEALTH, PREVENTION OF DISEASE AND DISABILITY AND COMPASSIONATE END-OF-LIFE CARE. PART VI, SECTION A, LINE 1: THE VNA BOARD DELEGATES AUTHORITY TO AN EXECUTIVE COMMITTEE CONSISTING OF THE CHAIRMAN OF THE BOARD OF TRUSTEES, THE PRESIDENT/CEO AND THE TREASURER. THE EXECUTIVE COMMITTEE HAS THE POWER TO ACT FOR THE BOARD OF TRUSTEES BETWEEN REGULAR MEETINGS OF THE BOARD. PART VI, SECTION A, LINE 2: CERTAIN OFFICERS AND TRUSTEES OF VNA ARE OFFICERS OR TRUSTEES OF RELATED ORGANIZATIONS. INDIVIDUALS WITH REPORTABLE COMPENSATION FROM RELATED ORGANIZATIONS IN PART VII, SECTION A, COLUMN (E), ARE EMPLOYEES OF RELATED ORGANIZATIONS. PART VI, SECTION A, LINE 6: VNA'S PARENT CORPORATION SOUTHCOAST HEALTH SYSTEM, INC. ("SHS") SERVES AS THE SOLE CORPORATE MEMBER OR SOLE CORPORATE STOCKHOLDER OF EACH OF ITS AFFILIATES. PART VI, SECTION A, LINE 7A: VNA'S PARENT CORPORATION SHS ELECTS THE TRUSTEES OR DIRECTORS OF EACH AFFILIATE AND WITH RESPECT TO CERTAIN OF THE AFFILIATES, EXERCISES SPECIFIED RESERVE POWERS AND IS GOVERNED BY A BOARD OF TRUSTEES. PART VI, SECTION A, LINE 7B: THE ROLE OF THE SHS BOARD IS TO MAINTAIN A SYSTEM PERSPECTIVE WITH A REGIONAL EMPHASIS AND A BROAD FOCUS ACROSS ALL ACTIVITIES IN THE ORGANIZATION. PRIMARY FUNCTIONS OF THE SHS BOARD INCLUDE STRATEGIC PLANNING, NETWORK GROWTH AND DEVELOPMENT, AND OVERALL FISCAL RESPONSIBILITIES. EACH AFFILIATE IS EXPECTED TO FOCUS ON ITS OWN ACTIVITIES ADDRESSING COMMUNITY NEEDS WITHIN ITS SCOPE OF SERVICE. THE TRUSTEES OF THE VNA SHALL HAVE CHARGE, CONTROL AND MANAGEMENT OF THE PROPERTY, AFFAIRS AND BUSINESS OF THE VNA AND SHALL HAVE THE POWER AND AUTHORITY TO DO AND PERFORM ALL ACTS AND FUNCTIONS NOT INCONSISTENT WITH ITS BYLAWS OR WITH ANY ACTION TAKEN BY IT, PROVIDED, HOWEVER, THAT THE AUTHORITY OF THE TRUSTEES TO EXERCISE CERTAIN POWERS IS CONDITIONED UPON APPROVAL OF THE SHS BOARD. PART VI, SECTION B, LINE 11: THE GOVERNING BOARD OF THE ASSOCIATION'S NOT-FOR-PROFIT PARENT, SHS REVIEWS THE FORM 990 AND ALL OF 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 SOUTHCOAST HEALTH SYSTEM, INC. BOARD'S WEBSITE FOR ALL BOARD MEMBERS TO REVIEW, MAKE INQUIRIES, AND HAVE ANY ADJUSTMENTS MADE PRIOR TO FILING. A COPY OF THE FORM 990 IS ALSO PROVIDED TO ALL VNA BOARD MEMBERS ELECTRONICALLY VIA EMAIL PRIOR TO FILING. 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, INCLUDING TRUSTEES, OFFICERS, DIRECTORS, AND EMPLOYEES OF VNA (REFERRED TO AS "MEMBERS"). 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 DISLCOSURES, 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. PART VI, SECTION B, LINE 15: COMPENSATION FOR THE VNA PRESIDENT & CEO WAS ESTABLISHED BY SOUTHCOAST HOSPITALS GROUP, A RELATED ENTITY. COMPENSATION FOR ALL VICE PRESIDENTS AND HIGHER LEVEL EXECUTIVES WHO MAY SERVE AS OFFICERS AND DIRECTORS, IS ESTABLISHED USING THE FOLLOWING PROCEDURE: 1. REVIEW AND APPROVAL BY THE COMPENSATION COMMITTEE OF SOUTHCOAST HEALTH SYSTEM, WITHOUT THE INVOLVEMENT OF PERSONS WITH A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE. 2. USE OF DATA TO AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITONS AT SIMILARLY SITUATED ORGANIZATIONS. THE COMPENSATION COMMITTEE ENGAGED THE SERVICES OF AN INDEPENDENT HUMAN RESOURCE CONSULTING FIRM ("CONSULTANT") TO PROVIDE UPDATED COMPENSATION DATA AND ASSESS THE REASONABLENESS OF THE TOTAL COMPENSATION PROVIDED TO SHS'S EXECUTIVES. THIS INCLUDED RELEVANT COMPETITIVE MARKET PRACTICE INFORMATION FOR THE NORTHEAST REGION MARKET OBTAINED FROM TWO HEALTHCARE EXECUTIVE COMPENSATION SURVEYS THAT WERE PREPARED BY INDEPENDENT FIRMS. THE CONSULTANT ALSO COMPILED NATIONAL MARKET DATA FROM THREE COMMERCIALLY AVAILABLE HEALTHCARE EXECUTIVE COMPENSATION SURVEYS PREPARED BY INDEPENDENT FIRMS, AND 3. CONTEMPORANEOUS DOCUMENTATION AND RECORD KEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. PART VI, SECTION C, LINE 19: ALL DOCUMENTS ARE PROVIDED UPON REQUEST. PART VII, SECTION A, LINE 1: TRUSTEES AND OFFICERS ARE COMPENSATED FOR THEIR ROLES OUTSIDE OF THEIR CAPACITY AS TRUSTEES AND OFFICERS. PART XI, LINE 9: CHANGE IN VALUE OF PERPETUAL TRUSTS $ 21,601 NET ASSETS RELEASED FROM RESTRICTION 202,552 CHANGE IN UNREALIZED GAINS ( 5,979) SPENDING POLICY RELEASE ( 125,017) RESTRICTED RECEIPTS ( 77,103) ___________ TOTAL $ 16,054 SOUTHCOAST HEALTH SYSTEM INC 101 PAGE STREET NEW BEDFORD MA 02740 042794625 SUPP. SHG MA 501(C)(3) 12, TYPE I NA false SOUTHCOAST HOSPITALS GROUP INC 101 PAGE STREET NEW BEDFORD MA 02740 222592333 ACUTE CARE MA 501(C)(3) 3 SHS true CHARLTON LONG TERM CARE SERVICES INC 363 Highland Avenue Fall River MA 02720 043109579 SUPP. SHG. MA 501(C)(3) 12, TYPE I SHS true SOUTHCOAST VENTURES INC 101 PAGE STREET NEW BEDFORD MA 02740 043003172 PHYS. SVCS. MA 501(C)(3) 12, TYPE I SHS true ST LUKES NURSING HOME INC 101 PAGE STREET NEW BEDFORD MA 02740 042984542 INACTIVE MA 501(C)(3) 12, TYPE I SHS true SOUTHCOAST PHYSICIANS GROUP INC 200 MILL ROAD FAIRHAVEN MA 02719 222703314 PHYS. SVCS. 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