2018-11-15T08:41:49-06:00 2017-12-31 990 2017-01-01 541278944 PRINCE WILLIAM HEALTH SYSTEM PRIN 3367182803 2085 FRONTIS PLAZA BLVD WINSTON SALEM NC 27103 FRED HARGETT EVP & CFO 3367182803 2018-11-14 170.98.106.254 2018-11-14 13:32:08 ES P 4FE257EC42272B2724F918459686B6D58D439EEA 2BE301797771FA56319AFE83B3D82A6B47BB15DE 2017 2019-02-21 02:37:17Z PETER BERNARD 2085 FRONTIS PLAZA BLVD WINSTON SALEM NC 27103 42248850 0 X N/A X 1997 VA SEE SCHEDULE O 15 10 411 16 1748091 43518 0 0 31930786 40433493 32158 -2607 57104 1802024 32020048 42232910 0 0 0 0 31890746 37333781 0 0 0 13756718 16251197 45647464 53584978 -13627416 -11352068 25028411 24954101 4399124 5350357 20629287 19603744 X SEE SCHEDULE O 0 0 44449510 37142874 IN 2017, 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 215,838 OUTPATIENT ENCOUNTERS DURING 2017. THE ORGANIZATION'S OPERATIONS SERVE THE COMMUNITY BY PROVIDING ACCESS TO MUCH NEEDED HEALTHCARE SERVICES, REGARDLESS OF THE PATIENTS' ABILITY TO PAY. 1129389 1562377 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. 2259036 1753885 IN 2017, PRINCE WILLIAM HEALTH SYSTEM, DBA NOVANT HEALTH UVA HEALTH SYSTEM IMAGING - CENTREVILLE, OFFERED DIAGNOSTIC IMAGING SERVICES TO THE CENTERVILLE, VA AREA, WITH 5,336 OUTPATIENT ENCOUNTERS. 47837935 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 0 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 0 411 1 1 1 0 0 0 0 0 0 0 0 0 X 15 10 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 CEO & PRESIDENT NH/TRUSTEE 60.00 X 0 3311074 105159 BELDEN RICHARD TRUSTEE 2.00 X 0 375 0 DANZIGER STEVEN CHAIR 2.00 X X 0 0 0 HOOVER MICHAEL TRUSTEE 2.00 X 0 0 0 KELLEY KEVIN TRUSTEE 2.00 X 0 654 0 KHOT VIKRAM MD TRUSTEE 2.00 X 293968 0 62357 KRICK JACQUELINE TRUSTEE 2.00 X 0 0 0 MAGALSKI JOSEPH MD TRUSTEE 2.00 X 430328 0 48441 MAGOUYRK CATHERINE TRUSTEE 2.00 X 0 0 0 MARKERT DOUGLAS MD VICE CHAIR 2.00 X X 0 23310 0 MCDONALD IAN TRUSTEE 2.00 X 0 0 0 NELSON STEPHEN TRUSTEE 2.00 X 0 0 0 ROBSON MELISSA FORMER SVP & CEO NHUVA HEALTH SYSTEM/TRUSTEE 60.00 X X 0 940755 95391 SMITH STEPHEN MD VICE CHAIR 2.00 X X 0 15180 0 WAY JONATHAN L TRUSTEE 2.00 X 0 0 0 WINE DONOVAN SEC 2.00 X X 0 0 0 CHAVEZ LAURA TREAS 2.00 X 0 330429 52850 GILL MARGARET SVP & CEO NHUVA HEALTH SYSTEM 60.00 X 0 323725 90255 CAMPBELL DUANE NEUROLOGIST 40.00 X 525501 0 39516 ESCANO MICHAEL CARDIOLOGIST 40.00 X 501508 0 72528 JAFIR AHSAN CARDIOLOGIST 40.00 X 664445 0 90053 KHIANEY SHEILA CARDIOLOGIST 40.00 X 502815 0 38048 MARANIAN ARA CARDIOLOGIST 40.00 X 598803 0 92738 3517368 4945502 787336 93 0 1 0 THE CHRISTMAN COMPANY 1102 GRECADE STREET GREENSBORO NC 27408 CONSTRUCTION SERVICES 748432 DIRECTMD SOURCE LLC 10908 COURTHOUSE ROAD FREDERICKBURG VA 22408 CONTRACT LABOR 287601 NOVA JANITORIAL 10407 BALLS FORD ROAD MANASSAS VA 20109 CLEANING SERVICES 218893 BARTON ASSOCIATES INC PO BOX 417844 BOSTON MA 02241 STAFFING SERVICES 155943 ALLEN MOORE & ASSOCIATES 21185 ST LOUIS ROAD MIDDLEBURG VA 20117 MAINTENANCE SERVICES 153641 8 NET PATIENT REVENUE 621111 38860507 38860507 MOB RENTAL 531120 1562377 1562377 VALUE BASED INCENTIVE 900099 10609 10609 40433493 28290 0 28290 28290 28290 13333 15940 -2607 -2607 -2607 MANAGEMENT FEES 900099 1748091 1748091 MISCELLANEOUS INCOME 900099 25643 25643 1773734 42232910 40459136 1748091 25683 X 835095 835095 9248 9248 31274487 30014125 1260362 1093409 1049345 44064 2392056 2295656 96400 1729486 1659788 69698 560 560 1249549 1178696 70853 159062 152652 6410 566330 494681 71649 481420 479162 2258 3249756 3118791 130965 149350 143331 6019 12111 11623 488 167319 160576 6743 2399128 2302443 96685 518617 506559 12058 UBI TAXES 18290 18290 BILLING FEES 2220536 2220536 DRUGS 925173 925173 MEDICAL SUPPLIES 891551 891551 3242445 2453783 788662 53584978 47837935 5747043 0 1010825 280956 2405382 3023708 376260 273638 22821 18251 32840800 12167084 20568963 20673716 468282 468282 175878 213019 2531 25028411 24954101 1843435 2838915 214230 422011 2341459 2089431 4399124 5350357 X 20629287 19603744 20629287 19603744 25028411 24954101 X -11352068 10326525 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 2443 2443 0 PART II-B, LINE 1: LINE 1I DUES PAID TO CERTAIN ORGANIZATIONS WHICH INCLUDE A PORTION RELATED TO LOBBYING ACTIVITIES. 5720488 5720488 14675810 7680104 6995706 5334864 1976927 3357937 5532855 2375965 3156890 1576783 134088 1442695 20673716 0 OTHER LIABILITIES 110519 DUE TO AFFILIATES 1978912 2089431 1 1 0 0 0 0 0 0 0 ARMATO CARL CEO & PRESIDENT NH/TRUSTEE 0 1428627 0 1281431 0 601016 0 65453 0 39706 0 3416233 0 7500 KHOT VIKRAM MD TRUSTEE 272872 0 20000 0 1096 0 57602 0 4755 0 356325 0 0 0 MAGALSKI JOSEPH MD TRUSTEE 314206 0 115397 0 725 0 23697 0 24744 0 478769 0 0 0 ROBSON MELISSA FORMER SVP & CEO NHUVA HEALTH SYSTEM 0 333190 0 355067 0 252498 0 57495 0 37896 0 1036146 0 65250 CHAVEZ LAURA TREAS 0 137504 0 59572 0 133353 0 33421 0 19429 0 383279 0 0 GILL MARGARET SVP & CEO NHUVA HEALTH SYSTEM 0 237454 0 50000 0 36271 0 46731 0 43524 0 413980 0 0 CAMPBELL DUANE NEUROLOGIST 346349 0 0 0 179152 0 24186 0 15330 0 565017 0 0 0 ESCANO MICHAEL CARDIOLOGIST 311107 0 107861 0 82540 0 59024 0 13504 0 574036 0 0 0 JAFIR AHSAN CARDIOLOGIST 393223 0 256490 0 14732 0 59700 0 30353 0 754498 0 0 0 KHIANEY SHEILA CARDIOLOGIST 363001 0 131341 0 8473 0 28080 0 9968 0 540863 0 0 0 MARANIAN ARA CARDIOLOGIST 384982 0 200129 0 13692 0 59700 0 33038 0 691541 0 0 0 PART I, LINE 3 THE FILING ORGANIZATION IS AN INTEGRAL PART OF NOVANT HEALTH UVA HEALTH SYSTEM ("THE SYSTEM"). NOVANT HEALTH, INC. IS A SUPPORTING ORGANIZATION OF THE SYSTEM AND USES THE PROCESS DESCRIBED IN PART VI, LINE 15A OF THIS RETURN TO ESTABLISH THE COMPENSATION OF THE TOP MANAGEMENT OFFICIAL OF THE FILING ORGANIZATION. 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-C: SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS SEVERANCE NONQUALIFIED EQUITY-BASED ROBSON, MELISSA 102,910 65,250 CHAVEZ, LAURA 78,196 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.NOVANTHEALTH.ORG/HOME/ABOUT-US/COMMUNITY-INVOLVEMENT/ COMMUNITY-BENEFIT.ASPX THE COMMUNITY BENEFIT 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 $794,000,000, INCLUDING $138,000,000 IN FINANCIAL ASSISTANCE FOR 2017. FORM 990, PART III, LINE 1: MISSION, VISION AND VALUES MISSION: NOVANT HEALTH EXISTS TO IMPROVE THE HEALTH OF COMMUNITIES, ONE PERSON AT A TIME. VISION: WE, THE NOVANT HEALTH 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 I, LINE 6: THE NUMBER OF VOLUNTEERS REPORTED INCLUDES THOSE VOLUNTEERS SERVING AS BOARD MEMBERS. 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). 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: COMPENSATION PROCESS FOR TOP OFFICIAL 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 BOARD OF TRUSTEES (WHO COMPRISE THE COMPENSATION AND LEADERSHIP COMMITTEE OF THE BOARD) WHO REVIEW, APPROVE, AND OVERSEE ALL ASPECTS OF COMPENSATION AND BENEFITS PROVIDED TO CERTAIN EXECUTIVES ("EXECUTIVES") SERVING AS THE TOP MANAGEMENT OFFICIAL(S) FOR CERTAIN ENTITIES WITHIN THE SYSTEM, INCLUDING THE FILING ORGANIZATION. 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 B, LINE 15B: COMPENSATION PROCESS FOR OFFICERS THE ORGANIZATION DOES NOT HAVE ANY KEY EMPLOYEES AND THE ORGANIZATION'S ONLY OFFICERS, OTHER THAN THE TOP MANAGEMENT OFFICIAL, ARE STATE LAW BOARD OFFICERS. THESE EMPLOYEES DO NOT HOLD A CORPORATE POSITION OF INFLUENCE THAT RESULTS IN REVIEW OF THEIR COMPENSATION AS DESCRIBED IN LINE 15A. 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 A, COLUMN B: RELATED ORGANIZATIONS THE ORGANIZATION EMPLOYS CERTAIN EXECUTIVES WHOSE ROLES ARE SUCH THAT THEY PROVIDE SERVICES TO NOT ONLY THE ORGANIZATION, BUT ALSO TO SOME OR ALL OF THE OTHER TAX-EXEMPT ORGANIZATIONS WITHIN THE HEALTHCARE SYSTEM. FOR EXAMPLE, MANY OF THESE EXECUTIVES' ROLES FOCUS ON PARTICULAR SERVICE LINES WHICH CROSS THE VARIOUS GEOGRAPHIC MARKETS OUR ORGANIZATIONS SERVE, THUS THE SERVICES PROVIDED BY THESE EXECUTIVES MAY BENEFIT AND BE RECEIVED BY MULTIPLE ORGANIZATIONS WITHIN THE SYSTEM. THE EXECUTIVES DO NOT ALLOCATE THEIR HOURS BETWEEN THE VARIOUS ORGANIZATIONS, BUT RATHER THEIR TIME SPENT ON SERVICES TO THE ORGANIZATION IS INCLUSIVE OF SERVICES TO ALL OF THE ORGANIZATIONS THEY SERVE WITHIN THE SYSTEM. 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 IX, LINE 6: COMPENSATION OF DISQUALIFIED PERSONS THE AMOUNTS REPORTED HERE INCLUDE AMOUNTS ATTRIBUTABLE TO DISQUALIFIED PERSONS (DQP) AS DEFINED IN THE INSTRUCTIONS, BUT NOW ALSO INCLUDES AMOUNTS ATTRIBUTABLE TO INDIVIDUALS THAT MAY NOT DEFINITIVELY BE CONSIDERED DQPS UNDER THE 4958 RULES. WE HAVE OPTED TO TAKE A MORE EXPANSIVE APPROACH AS TO WHO MAY BE CONSIDERED A DQP AND REPORT THEM HERE AS WELL. FORM 990, PART XI, LINE 9: AFFILIATE TRANSFERS: 10,438,131. MALPRACTICE ALLOCATION: -111,608. ROUNDING 2. 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