2014-11-13T11:06:43-06:00 2013-12-31 ERNST & YOUNG US LLP 41 S HIGH ST 1100 COLUMBUS OH 43215 990 2013-01-01 311400963 Upper Valley Professional Corporation % J MICHAEL SIMS UPPE 9374999942 110 N MAIN ST Suite 500 DAYTON OH 45402 TIMOTHY D SNIDER CFO 9374404000 2014-11-12 true DIANE L BEAN P00104972 9374404000 2013 2015-11-30 17:44:51Z Becky Rice 3130 N COUNTY RD 25A TROY OH 45373 10224036 false X www.premierhealth.COM X 1994 OH To provide primary health care services to the community served by Upper Valley Medical Center, a 501(C)(3) hospital. 6 5 305 5 4000 -3251 0 0 8223863 9970588 0 856 243152 252592 8467015 10224036 0 0 0 0 7180526 8134935 0 0 0 2974658 4204533 10155184 12339468 -1688169 -2115432 6084578 4598349 3279474 3888677 2805104 709672 X UPPER VALLEY PROFESSIONAL CORPORATION, AS A SUBSIDIARY OF UVMC, SERVES AS AN INTEGRAL PART IN ACHIEVING UPPER VALLEY MEDICAL CENTER'S MISSION: UVMC WILL STRIVE TO PROVIDE QUALITY CARE THAT UPHOLDS THE DIGNITY OF ALL INDIVIDUALS. CARE WILL BE GIVEN IN A HOLISTIC MANNER WITHOUT REGARD TO RACE, RELIGION, CREED, NATIONAL ORIGIN, OR SOCIAL STATUS. OUR HEALTH CARE DELIVERY SYSTEM IS STRUCTURED TO OPTIMIZE THE DELIVERY OF SAFE, EFFICIENT, AND COST-EFFECTIVE HEALTH CARE. false false 10726436 0 10219180 See Schedule O 10726436 true false false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true true false true 16 0 true 305 true true true false false false false false false false false false X 6 5 false true false false true true true true true false false true true true true true true true true false OH X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 500 DAYTON OH 45402 ARTHUR R DISBROW BOARD VICE-CHAIR 0.5 2.5 X X 0 0 0 CRAIG C BUNDSCHUH BOARD SECRETARY 0.5 2.5 X X 0 0 0 DOUGLAS R MURRAY TRUSTEE 0.5 2.5 X 0 0 0 WILLIAM E LUKENS TRUSTEE 0.5 2.5 X 0 0 0 PETER E NIMS MD TRUSTEE 0.5 2.5 X 0 0 0 ROWAN R NICKOL MD BOARD CHAIR 37.5 2.5 X X 223946 0 21096 THOMAS PARKER President & CEO 3.0 37.0 X 0 412988 24072 TIMOTHY D SNIDER BOARD TREASURER & CFO 3.0 17.0 X 0 115310 17211 JENNA M DOWNEY ESQ RECORDING SECRETARY 0.5 2.5 X 0 0 0 CASS CULLIS MD PHYSICIAN 40.0 0.0 X 507589 0 23330 WILLIAM CZAJKA MD PHYSICIAN 40.0 0.0 X 502862 0 24076 DON DELCAMP MD PHYSICIAN 40.0 0.0 X 450122 0 21744 ROBERT MALARKEY MD PHYSICIAN 40.0 0.0 X 430561 0 25428 MARK ZUNKIEWICZ MD PHYSICIAN 40.0 0.0 X 576140 0 23460 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0.0 0.0 X 0 546586 75119 2691220 1074884 255536 36 true true false MEDICAL DOCTOR ASSOC INC PO BOX 277185 ATLANTA GA 303847185 MEDICAL SERVICES 552035 MEDICAL PROTECTIVE CO PO BOX 15021 FORT WAYNE IN 468855021 MEDICAL SERVICES 300479 MERCK AND CO INC PO BOX 100 WHITEHOUSE STATION NJ 088890100 MEDICAL SERVICES 296155 PFIZER INC 235 EAST 42ND ST NEW YORK NY 10017 MEDICAL SERVICES 165033 SANOFI PASTEUR INC 12458 COLLECTIONS CTR DR CHICAGO IL 60693 MEDICAL SERVICES 120098 5 0 NET PATIENT SERVICE REVENUE 621990 9376132 9376132 REIMBURSEMENT FOR SERVICES 561000 594456 594456 9970588 856 856 0 0 0 0 0 0 0 0 0 EMR INCENTIVE 900099 248592 248592 BILLING SERVICE 561000 4000 0 4000 252592 10224036 10219180 4000 856 0 0 0 0 245042 210540 34502 0 0 6799492 5842124 957368 81756 70245 11511 209631 180115 29516 799014 686513 112501 0 0 0 0 0 0 24162 24162 8366 8366 167750 144131 23619 68679 59009 9670 0 614202 527722 86480 10036 8623 1413 0 0 0 0 52675 45258 7417 154592 132825 21767 PURCHASED SERVICES 2026357 1741046 285311 OPERATING SUPPLIES 850753 850753 RECRUITING 25000 21480 3520 TRAINING & EDUCATION 42206 36263 5943 159755 137261 22494 12339468 10726436 1613032 0 2275 2325 112956 1159410 0 0 651846 637583 0 0 0 0 0 97847 0 8978 68725 69595 956675 522158 341981 434517 1774295 1887871 0 0 0 0 0 0 3132500 300223 6084578 4598349 3279474 3583572 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 305105 3279474 3888677 X 2805104 709672 0 0 0 0 2805104 709672 6084578 4598349 X -2115432 20000 X false true X true false X 0 0 0 0 0 0 7983186 8121939 7888961 8464736 10219180 42678002 0 0 0 7983186 8121939 7888961 8464736 10219180 42678002 0 0 0 42678002 1826 0 0 0 856 2682 6948 2833 1916 2277 4000 17974 8774 2833 1916 2277 4856 20656 0 0 0 0 0 0 0 7991960 8124772 7890877 8467013 10224036 42698658 0.99952 0.99840 0.00048 0.00160 X 956675 522158 434517 434517 MISC RECEIVABLE 281099 DUE FROM AFFILIATE 19124 300223 0 DUE TO AFFILIATES 305105 305105 X Schedule D, Part X, Line 2: The following footnote is from the audited combined financial statements for Premier Health and affiliates. UVMC, Inc. is the parent organization of Upper Valley Professional Corp. Premier Health (Premier), MedAmerica Health Systems (MAHS), Atrium Health System (AHS), and UVMC, Inc. (UVMC) have been determined by the Internal revenue Service to be tax-exempt nonprofit corporations and public charities under Sections 501(c)(3) and 509(a), respectively, of the Internal Revenue Code. Samaritan Health Partners (SHP) is tax-exempt under Section 501(c)(3) and is a public charity by reason of being included in the group ruling issued to the U.S. Catholic Church. As tax-exempt organizations, their income is exempt from federal income tax except to the extent of any unrelated business activities. Taxes payable at December 31, 2013 and 2012 for such unrelated business activities are not significant. MAHS, SHP, AHS, and UVMC also own or control certain subsidiaries, which are for profit corporations subject to federal income taxes. These are: MVHE, Inc and Premier Health Specialists, Inc. (formerly Health Specialists of Dayton, Inc.) (subsidiaries of MAHS) Samaritan Family Care (subsidiary of SHP) and Samaritan North Surgery Center Limited (a joint-venture partnership of which GSH is an 80% owner) Middletown Surgery Center, LLC (a joint venture partnership of which AMC is an 80.5% owner) (subsidiary of AHS) UVMC Management Corporation and After Hours Family Care, Inc. (subsidiaries of UVMC) Management annually reviews its tax positions and has determined that there are no material uncertain tax positions. false true false false false true true false false ROWAN R NICKOL MD BOARD CHAIR 139695 0 72817 0 11434 0 2237 0 18859 0 245042 0 0 0 THOMAS PARKER President & CEO 0 305233 0 84701 0 23054 0 20176 0 3896 0 437060 0 0 CASS CULLIS MD PHYSICIAN 482961 0 0 0 24628 0 3836 0 19494 0 530919 0 0 0 WILLIAM CZAJKA MD PHYSICIAN 478234 0 0 0 24628 0 0 0 24076 0 526938 0 0 0 DON DELCAMP MD PHYSICIAN 428719 0 0 0 21403 0 0 0 21744 0 471866 0 0 0 ROBERT MALARKEY MD PHYSICIAN 407040 0 0 0 23521 0 2420 0 23008 0 455989 0 0 0 MARK ZUNKIEWICZ MD PHYSICIAN 575114 0 0 0 1026 0 2861 0 20599 0 599600 0 0 0 MICHAEL J MAIBERGER FORMER TRUSTEE & OFFICER 0 394155 0 108151 0 44280 0 48688 0 26431 0 621705 0 36422 PART I, LINE 3: THE CEO'S COMPENSATION IS ESTABLISHED AND PAID BY UPPER VALLEY MEDICAL CENTER. Part I, Line 4B: DUE TO RESTRICTIONS IMPOSED BY THE INTERNAL REVENUE CODE, CERTAIN PERSONS ARE LIMITED IN THE AMOUNT OF BENEFIT THAT CAN BE EARNED UNDER A QUALIFIED RETIREMENT PLAN. LIKE MANY EMPLOYERS, UPPER VALLEY PROFESSIONAL CORPORATION (UVPC), COMPENSATES FOR THIS LIMITATION AND SUPPLEMENTS THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. UVPC SUPPLEMENTS THE AFFECTED EXECUTIVES THROUGH A PENSION RESTORATION PLAN AND A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP). THE BENEFITS UNDER THESE SUPPLEMENTAL NONQUALIFIED PLANS ARE SUBJECT TO MULTI-YEAR VESTING AND A PARTICIPANT CAN FORFEIT BENEFITS EARNED IF VESTING REQUIREMENTS ARE NOT SATISFIED. UNDER THE TERMS OF THE SUPPLEMENTAL PLANS, AND BECAUSE OF TAX RULES PERTAINING TO TAXATION OF THE EARNED BENEFITS UPON VESTING, CERTAIN INDIVIDUALS MAY HAVE RECEIVED A PAYOUT OF THE CUMULATIVE VESTED BENEFITS UNDER THEIR SUPPLEMENTAL PLAN DURING 2013. THERE WERE NO INDIVIDUALS MEETING THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND NO PAYMENTS WERE MADE IN 2013. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP AND RECEIVED THE ASSOCIATED PAYMENT IN 2013: MICHAEL MAIBERGER $36,422. BASED ON THE GUIDANCE PROVIDED IN THE INSTRUCTIONS TO THE FORM 990, ANY PAYMENTS TO THE PARTICIPANTS RELATED TO THESE PLANS THAT WERE MADE WITHIN 2-1/2 MONTHS AFTER THE END OF THE ORGANIZATION'S TAX YEAR ARE NOT TREATED AS DEFERRED COMPENSATION FOR PURPOSES OF SCHEDULE J. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. ANY PAYMENTS MADE AFTER THE 2-1/2 MONTHS WERE PROPERLY REPORTED ON PRIOR YEARS' FILED IRS FORM 990 RETURNS, DISCLOSING COMPENSATION EARNED BY THESE INDIVIDUALS UNDER THE PLANS FOR EACH SUCH YEAR. PART I, LINE 6A AND 6B: PREMIER HEALTH (PREMIER), WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, HAS AN INCENTIVE COMPONENT FOR ALL EXECUTIVE AND DIRECTOR LEVEL EMPLOYEES THAT TIES A PORTION OF THEIR TOTAL COMPENSATION TO ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES AND OUTCOMES. THE ORGANIZATIONAL CRITERION IS WEIGHTED ACCORDING TO BALANCED SCORECARD CATEGORIES: POSITIVE WORK ENVIRONMENT (15%), QUALITY (30%), PATIENT SATISFACTION (15%), PHYSICIAN PARTNERSHIP (15%), AND FINANCIAL (25%). THE FINANCIAL CATEGORY OF THE SCORECARD IS BASED ON NET EARNINGS OF THE INDIVIDUAL HOSPITAL AND THE NET EARNINGS OF THE SYSTEM AS A WHOLE. THIS FINANCIAL TARGET IS SET BASED ON THE OPERATING AND CASH FLOW MARGINS REQUIRED TO MAINTAIN THE SYSTEM'S AA CREDIT RATINGS. INCENTIVE OBJECTIVES FOR DIRECTORS AND ABOVE ARE WEIGHTED 45% ON ORGANIZATIONAL CRITERIA, 45% ON INDIVIDUAL CRITERIA, AND 10% ON OPERATIONAL EFFECTIVENESS. THE 2013 INCENTIVE PLAN AMOUNTS WERE PAID TO THE PARTICIPANTS IN 2014. THESE ARE NOT REPORTED AS DEFERRED COMPENSATION ON THE 2013 FORM 990 BASED ON THE DEFINITION OF DEFERRED COMPENSATION CONTAINED IN THE FORM 990 INSTRUCTIONS. PER THE INSTRUCTIONS, "DEFERRED COMPENSATION IS GENERALLY TREATED AS EARNED OR ACCRUED IN THE YEAR THAT SERVICES ARE RENDERED, EXCEPT WHEN ENTITLEMENT TO PAYMENT IS CONTINGENT ON SATISFACTION OF SPECIFIED ORGANIZATIONAL GOALS OR PERFORMANCE CRITERIA (OTHER THAN MERE LONGEVITY OF SERVICE) UNDER THE DEFERRED COMPENSATION PLAN." BASED ON THE INCENTIVE PROGRAM CRITERIA OUTLINED ABOVE, WE BELIEVE THE INCENTIVE PAYMENTS MEET THE EXCEPTION NOTED IN THE INSTRUCTIONS. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. PART III, LINE 4A: THE PRIMARY EXEMPT PURPOSE OF UPPER VALLEY PROFESSIONAL CORPORATION (UVPC) IS TO PROVIDE PRIMARY HEALTH CARE SERVICES TO INDIVIDUALS IN THE COMMUNITY SERVED BY UPPER VALLEY MEDICAL CENTER, A RELATED, TAX-EXEMPT HOSPITAL. AS A PART OF THE UVMC HEALTH SYSTEM, UPPER VALLEY PROFESSIONAL CORPORATION PROVIDES CHARITY CARE TO ITS PATIENTS AND IS COMMITTED TO PRESERVING LONG-TERM ACCESS TO QUALITY HEALTH CARE SERVICES FOR MIAMI COUNTY AND THE SURROUNDING AREA. THIS ORGANIZATION WAS FORMED IN 1994 TO ASSURE ACCESS TO APPROPRIATE CARE AT AN ACCEPTABLE COST FOR PATIENTS IN A MANAGED CARE ENVIRONMENT. DURING 2013, UPPER VALLEY PROFESSIONAL CORPORATION PROVIDED CARE AT EIGHT LOCATIONS IN MIAMI AND DARKE COUNTIES. SERVICES INCLUDE FAMILY MEDICINE, INTERNAL MEDICINE, AND PEDIATRICS. THERE WERE 92,427 OFFICE VISITS TO PHYSICIANS, AS WELL AS ADDITIONAL VISITS FOR NURSE PROCEDURES, SUPPLIES, AND LAB WORK. MEDICAL SERVICES ARE PROVIDED TO ALL INDIVIDUALS, REGARDLESS OF ABILITY TO PAY. FORM 990, PART VI, SECTION A, QUESTION 3: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF UVMC (THE PARENT COMPANY OF UPPER VALLEY PROFESSIONAL CORPORATION) DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR UVMC, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE SERVICES AND THE CONSOLIDATION OF SUCH SERVICES. UVMC SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. UVMC SHALL IMPLEMENT THE CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. UVMC SHALL IMPLEMENT ANY BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF UVMC WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO, INSURERS. UVMC MUST HAVE APPROVAL FROM PREMIER TO BORROW IN ANY FISCAL YEAR, GUARANTEE IN ANY YEAR, OR INCUR ANY LIEN OR OTHER ENCUMBRANCE ON ANY PROPERTY IN AN AMOUNT EQUAL TO OR GREATER THAN $1,000,000. UVMC MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN PREMIER'S ACTIVITIES. PART VI, SECTION A, LINE 6: UVMC IS THE SOLE SHAREHOLDER OF THE 375 SHARES OF COMMON STOCK OF UPPER VALLEY PROFESSIONAL CORPORATION, WHICH INCLUDES UVPC SPECIALISTS, INC. AND AFTER HOURS FAMILY CARE, INC. UNDER A "SHARE CONTROL AGREEMENT", THE SHAREHOLDER AGREES TO VOTE EACH SHARE OF THE CORPORATION'S CAPITAL STOCK ON ANY MATTER SUBMITTED FOR A VOTE, ONLY AS APPROVED IN ADVANCE AND IN WRITING BY UPPER VALLEY PROFESSIONAL CORPORATION. THE SHAREHOLDER RECEIVES NO ECONOMIC BENEFIT FROM HIS OWNERSHIP OF THE CORPORATION. PART VI, SECTION A, LINE 7A: THE SHAREHOLDER SHALL ELECT ONLY PERSONS APPROVED BY UPPER VALLEY PROFESSIONAL CORPORATION (UVPC) AS DIRECTORS OF UVPC. UVPC SHALL HAVE THE POWER TO REQUIRE THE SHAREHOLDER TO INITIATE ANY AND ALL ACTIONS AS TO THE ELECTION AND REMOVAL OF DIRECTORS OF UVPC AND THE FILLING OF VACANCIES ON THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, QUESTION 7B: SEE THE RESPONSE ABOVE FOR FORM 990, PART VI, SECTION A, QUESTION 3. PART VI, SECTION B, LINE 11B: THIS 990 TAX RETURN AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. THE RETURN IS CONCURRENTLY SENT TO ERNST & YOUNG U.S. LLP FOR THEIR REVIEW. AFTER ALL CHANGES FROM THE ABOVE GROUPS ARE MADE, THE RETURN IS REVIEWED BY THE VICE PRESIDENT/CONTROLLER OF PREMIER AND THE CHIEF FINANCIAL OFFICER OF THIS ENTITY. A FINAL VERSION OF THE RETURN IS SENT TO ERNST & YOUNG U.S. LLP FOR A FINAL REVIEW AND THEN PROVIDED TO THE BOARD OF TRUSTEES FOR REVIEW. AT A BOARD OF TRUSTEES MEETING, THE VICE PRESIDENT/CONTROLLER OF PREMIER (OR DESIGNEE) SHARES DETAILED INFORMATION ON COMPENSATION AND OTHER KEY AREAS, AS WELL AS ADDRESSES ANY OTHER QUESTIONS FROM THE BOARD OF TRUSTEES, PENDING THEIR REVIEW. THE 990 TAX RETURN IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. PART VI, SECTION B, LINE 12C: PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, OFFICERS, EXECUTIVE DIRECTORS, VICE PRESIDENTS, DIRECTORS, PURCHASING DEPARTMENT STAFF, AUTHORIZED PURCHASERS, MEDICAL DIRECTORS, DEPARTMENT AND SECTIONS CHAIRS, AND ALL EMPLOYED PHYSICIANS TO ANNUALLY REVIEW THE PREMIER COMPREHENSIVE CONFLICT OF INTEREST STATEMENT, AN EXPLANATORY MEMORANDUM, THE ANTITRUST COMPLIANCE POLICY, AND COMPLETE AN INDIVIDUAL QUESTIONNAIRE DISCLOSING ANY POTENTIAL CONFLICTS AS DEFINED IN THE CONFLICT OF INTEREST POLICY. THIS IS ACCOMPLISHED EITHER BY WAY OF AN ELECTRONIC COMMUNICATION SENT OUT DIRECTLY BY THE CORPORATE COMPLIANCE DEPARTMENT OR BY WAY OF A MEMO SENT OUT FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF PREMIER. IT ALSO INCLUDES AN EXPLANATORY MEMORANDUM OF SPECIFIC ACTIVITIES THAT MIGHT GIVE CAUSE TO A CONFLICT AND AN INDIVIDUAL QUESTIONNAIRE TO DISCLOSE ALL SUCH ACTIVITIES. THIS QUESTIONNAIRE MUST BE COMPLETED AND SIGNED BY THE INDIVIDUAL. THIS CORRESPONDENCE INCLUDES A COPY OF THE ANTITRUST COMPLIANCE POLICY THAT MUST BE SIGNED BY THE INDIVIDUAL. ALL OF THESE DOCUMENTS ARE SENT TO THE CORPORATE COMPLIANCE OFFICER. THE CORPORATE COMPLIANCE DEPARTMENT ENSURES ALL FORMS ARE RETURNED AND RETAINS THE DOCUMENTS FOR FIVE YEARS. IN ADDITION, AT EACH MEETING OF THE BOARD OR ANY BOARD COMMITTEE, FOLLOWING APPROVAL OF THE PREVIOUS MEETING'S MINUTES, THE BOARD COMMITTEE CHAIR SHALL REQUEST ANY BOARD MEMBER WHO PERCEIVES A POTENTIAL CONFLICT OF INTEREST ON ANY OF THE MEETING'S AGENDA ITEMS TO DISCLOSE THE POTENTIAL CONFLICT. ADDITIONALLY, AT ANY BOARD OR BOARD COMMITTEE MEETING WHERE THE SUBJECT OF CONFLICT OF INTEREST IS DISCUSSED, THE MINUTES SHALL CONTAIN THE NAME OF THE PARTY DISCUSSING A POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST AND WHETHER A CONFLICT OF INTEREST WAS FOUND TO EXIST. IF A CONFLICT OF INTEREST IS DETERMINED BY THE BOARD TO EXIST, THE MEMBER WILL BE EXCUSED FROM PARTICIPATING IN ANY DISCUSSION OR VOTING ON THE PARTICULAR AGENDA ITEM. THE CORPORATE COMPLIANCE OFFICER REPORTS THE RESULTS OF THE PREMIER CONFLICT OF INTEREST QUESTIONNAIRES NO LESS THAN ANNUALLY TO THE BOARD OF TRUSTEES BY WAY OF THE COMPLIANCE AND AUDIT COMMITTEE. THIS REVIEW IS DOCUMENTED IN THE MINUTES OF THE MEETING. PERIODICALLY, THE INTERNAL AUDIT DEPARTMENT WILL REVIEW A SAMPLE OF COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES AND REPORT THE RESULTS TO THE COMPLIANCE AND AUDIT COMMITTEE. THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRES ARE INDIVIDUALLY SUMMARIZED IN A DOCUMENT AND SENT ELECTRONICALLY TO THE FINANCE DEPARTMENT FOR ANY NECESSARY DISCLOSURES REQUIRED ON THE 990 TAX RETURN. PART VI, LINE 15A & 15B: PREMIER HEALTH, OF WHICH UVMC (THE PARENT OF UPPER VALLEY PROFESSIONAL CORPORATION) IS AN AFFILIATE, FOLLOWS A MARKET BASED COMPENSATION PHILOSOPHY DESIGNED TO ATTRACT AND RETAIN THE EXECUTIVE TALENT REQUIRED TO MEET THE HIGH PERFORMANCE STANDARDS OF OUR BOARD AND OUR COMMUNITY. PREMIER ANNUALLY REVIEWS EXECUTIVE COMPENSATION SURVEY DATA FOR A REGIONAL PEER GROUP OF SYSTEMS AND HOSPITALS THAT ARE SIMILAR IN SIZE AND COMPLEXITY TO PREMIER AND ITS AFFILIATES. THE DATA FOR THE SURVEY IS PROVIDED BY A THIRD PARTY CONSULTANT GROUP THAT IS INDEPENDENT OF PREMIER. THIS REPORT INCLUDES COMPARABILITY FOR KEY EXECUTIVES, VICE PRESIDENTS, AND DIRECTOR LEVEL POSITIONS. THE INDEPENDENT COMPARABILITY DATA IS REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THIS COMMITTEE IS COMPRISED OF THREE MEMBERS, ALL OF WHICH ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF STRATEGY OFFICER, AND THE HOSPITAL CEOS. OTHER POSITIONS ARE REVIEWED AT A HIGH LEVEL FOR REASONABLENESS. ALL THE MEETING MINUTES ARE DOCUMENTED AND KEPT ON FILE ALONG WITH ANY COMPARABILITY DATA AND THE CONSULTANT REPORT. AFTER THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION ACTIONS, THE PROCESS IS AUDITED BY THE INTERNAL AUDIT DEPARTMENT. THE EXECUTIVE COMPENSATION COMMITTEE PRESENTS THE COMPENSATION ACTIONS TO THE PREMIER BOARD ANNUALLY. PART VI, SECTION C, LINE 19: THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON THE COMPANY WEBSITE. PART XI, LINE 9: EQUITY TRANSFERS 20,000 UVMC 110 N MAIN ST SUITE 500 Dayton OH 45402 341850683 Parent OH 501(C)(3) 11, I NA false Med-Terra Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311232074 Holding Co. OH 501(C)(2) N/A UVMC true UVMC Nursing Care Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311224064 Nursing Homes OH 501(C)(3) 9 UVMC true Upper Valley Medical Center 110 N MAIN ST SUITE 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true UVPC Specialists Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 203687536 Healthcare OH 501(C)(3) 9 PROF CORP true UVMC Management Corporation 110 N MAIN ST 500 DAYTON OH 45402 311360489 MGT Company OH UVMC C Corp 0 0 0.00000 true After Hours Family Care Inc 31 Stanfield Rd Troy OH 45373 311269483 Healthcare OH Prof Corp C Corp -150299 207975 1.00000 true false false false false true false false false false false true true false false true true true true true UPPER VALLEY MEDICAL CENTER E 3000000 FMV UPPER VALLEY MEDICAL CENTER K 65525 FMV UPPER VALLEY MEDICAL CENTER O 79527 FMV UPPER VALLEY MEDICAL CENTER P 1769387 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS O 8156147 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS Q 652210 FMV UPPER VALLEY PROFESSIONAL CORP - SPECIALISTS S 60074 FMV MED-TERRA INC K 442299 FMV AFTER HOURS FAMILY CARE INC L 100484 FMV AFTER HOURS FAMILY CARE INC O 576109 FMV AFTER HOURS FAMILY CARE INC Q 67964 FMV UVMC MANAGEMENT CORP O 456146 FMV UVMC MANAGEMENT CORP Q 106810 FMV