2023-11-14T16:16:46-06:00 2022-12-31 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2022-01-01 263888045 PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS PROM 4192525772 100 MADISON AVE ATTN TAX DEPARTM TOLEDO OH 43604 TERRENCE METZGER CFO 4192525772 2023-11-10 1 TERRENCE METZGER 999009999 1 AMY CIMINELLO P00796388 3122071040 2023-11-10 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z TERRENCE METZGER 100 MADISON AVE ATTN TAX DEPARTMENT TOLEDO OH 43604 21224074 0 X WWW.PROMEDICA.ORG X 2008 MI PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS IS PART OF THE PHYSICIAN SERVICES COMPONENT OF PROMEDICA HEALTH SYSTEM, INC.'S INTEGRATED DELIVERY SYSTEM AND PROVIDES SERVICES TO IMPROVE THE HEALTH CARE OF THE COMMUNITY IN AN EFFICIENT AND COST-EFFECTIVE MANNER. 35 26 280 28 0 0 0 0 21821375 21224074 0 0 0 0 21821375 21224074 0 0 0 0 37679230 36898996 0 0 0 4834580 5749958 42513810 42648954 -20692435 -21424880 2020933 2856852 167757942 11099142 -165737009 -8242290 X AS AN INTEGRAL PART OF PROMEDICA HEALTH SYSTEM, INC., WE WILL BE THE PREMIER COMMUNITY-BASED MANAGEMENT SERVICES ORGANIZATION AND PROVIDER OF RELATED HEALTHCARE SERVICES FOR NORTHWEST OHIO/SOURTHEAST MICHIGAN, OFFERING QUALITY, COST-EFFECTIVE, EFFICIENT, AND VALUE-ADDED SERVICES TO ACHIEVE SUPERIOR PATIENT SATISFACTION AND A FINANCIALLY VIABLE NETWORK OF PHYSICIANS SUPPORTING THE MEDICAL NEEDS OF THE COMMUNITY. 0 0 40497353 21224074 PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS IS A PHYSICIAN SERVICES ORGANIZATION THAT PROVIDES SERVICE-ORIENTED, COST-EFFECTIVE HEALTH CARE SERVICES TO THE GENERAL PUBLIC AT A LOCAL LEVEL BY PEOPLE WHO WORK AND LIVE IN THE COMMUNITY THEY SERVE. - SEE SCHEDULE O. 40497353 1 0 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 1 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 280 1 0 0 0 0 0 0 0 0 0 0 0 0 X 35 26 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 0 0 0 X TERRENCE METZGER 4192525772 100 MADISON AVE TOLEDO OH 43604 X ALEX J GERKEN TRUSTEE 1.00 12.00 X 0 0 0 ANGELA M SHEETS EX OFFICIO 1.00 13.00 X 0 0 0 ANN RHEE TRUSTEE 1.00 39.00 X 0 755303 32287 BARBARA A PHIBBS RN LAC TRUSTEE 1.00 12.00 X 0 0 0 BARRY F LUSE TRUSTEE 1.00 13.00 X 0 0 0 DAVID A SNAVELY TRUSTEE 1.00 12.00 X 0 0 0 DAWN M BUSKEY TRUSTEE 1.00 54.00 X 0 750062 11796 DONALD G CRESCENZO MD TRUSTEE 1.00 39.00 X 0 910472 13591 EDWARD J BARDI PHD TRUSTEE 1.00 12.00 X 0 0 0 EMMETT T BOYLE JR MD TRUSTEE 1.00 39.00 X 0 595480 6883 EVON M EBEID MBA JD TRUSTEE 1.00 12.00 X 0 0 0 IRACEMA AREVALO MD TRUSTEE 1.00 39.00 X 0 353774 31679 JAMES H BRENNAN JR TRUSTEE 1.00 14.00 X 0 0 0 KENNETH A MYERS TRUSTEE 1.00 13.00 X 0 0 0 KENT EDWARD BISHOP MD TRUSTEE 1.00 39.00 X 0 768811 11829 KEVIN M PIROZEK TRUSTEE 1.00 12.00 X 0 0 0 LAURA W KLINE TUSTEE 1.00 14.00 X 0 0 0 LESLIE A CHAPMAN TRUSTEE 1.00 13.00 X 0 0 0 LINDA S THIEL TRUSTEE 1.00 13.00 X 0 0 0 LISA G HAWKER CHAIRMAN 1.00 13.00 X X 0 40000 0 LISA P LOEHR MILLER TRUSTEE 1.00 13.00 X 0 0 0 MARCY L BROWN TRUSTEE 1.00 14.00 X 0 0 0 MARK S BARNES TRUSTEE 1.00 12.00 X 0 0 0 NANCY P KABAT TRUSTEE 1.00 12.00 X 0 0 0 ROBERT W LACLAIR TRUSTEE 1.00 16.00 X 0 50000 0 SUSAN P BERNARD TRUSTEE 1.00 12.00 X 0 0 0 TIMOTHY BUBLICK TRUSTEE 1.00 12.00 X 0 0 0 VICTOR J CHERFAN DO TRUSTEE 1.00 39.00 X 0 705626 30123 WILLIAM R MCDONNELL CHAIRMAN 1.00 13.00 X X 0 0 0 ARTURO POLIZZI PRESIDENT AND CEO 1.00 54.00 X 0 1605830 12750 JEFFREY C KUHN SECRETARY, CHIEF LEGAL OFFICER - PART YEAR 1.00 54.00 X 0 927467 44223 LOUIS ROBICHAUX TREASURER 1.00 54.00 X 0 0 0 RANDALL OOSTRA PHS PRES. & CEO - PART YEAR 1.00 54.00 X 0 5476040 3579 STEPHEN M SADOWSKI CHIEF LEGAL OFFICER 1.00 54.00 X 0 683615 6102 STEVEN M CAVANAUGH TREASURER, CFO - PART YEAR 1.00 54.00 X 0 2435815 61437 AHMAD YOUNES PHYSICIAN 40.00 0.00 X 993787 0 28630 RAJENDRA KATTAR PHYSICIAN 40.00 0.00 X 811084 0 32727 HAZEM MALAS PHYSICIAN 40.00 0.00 X 774686 0 30674 MOHAMMED MAAIEH PHYSICIAN 40.00 0.00 X 762987 0 33317 ROBERT GRANDE PHYSICIAN 40.00 0.00 X 761629 0 32285 4104173 16058295 423912 60 0 1 0 0 NET PATIENT SERVICES 621111 20837345 20837345 SPECIALTY PHYSICIAN SE 621111 386729 386729 21224074 21224074 21224074 0 0 32905993 31893526 1012467 2558397 2277026 281371 1434606 1276799 157807 2257379 2257379 209 209 253825 253825 28657 28657 885850 879836 6014 138134 138134 9768 9768 73868 73868 555428 555428 INTERCOMPANY SERVICES 693144 693144 BAD DEBT EXPENSE 434580 434580 MINOR EQUIPMENT 305574 305574 SUPPLIES 46579 46579 66963 66165 798 42648954 40497353 2151601 0 1880 1830 1732309 1707997 141434 458727 1695260 1609421 33154 85839 112156 602459 2020933 2856852 8472433 117206 1580 159285509 10980356 167757942 11099142 X -165737009 -8242290 -165737009 -8242290 2020933 2856852 X -21424880 178919599 X X 0 1 X 1 1 1 X 17139068 21821375 21224074 60184517 17139068 21821375 21224074 60184517 0 0 0 60184517 17139068 21821375 21224074 60184517 X 113152 110717 2435 1582108 1498704 83404 85839 OPERATING LEASE 602459 602459 DUE TO AFFILIATES 2836145 OPERATING LEASE LIABILITIES 575254 ACCRUED WAGES 7568957 10980356 1 1 0 0 0 0 0 0 0 RANDALL OOSTRA PHS PRES. & CEO - PART YEAR 0 1664907 0 2628840 0 1182293 0 0 0 3579 0 5479619 0 0 STEVEN M CAVANAUGH TREASURER, CFO - PART YEAR 0 604206 0 1107251 0 724358 0 28986 0 32451 0 2497252 0 0 ARTURO POLIZZI PRESIDENT AND CEO 0 1003178 0 597348 0 5304 0 0 0 12750 0 1618580 0 0 AHMAD YOUNES PHYSICIAN 791895 0 200000 0 1892 0 0 0 28630 0 1022417 0 0 0 JEFFREY C KUHN SECRETARY, CHIEF LEGAL OFFICER - PAR 0 390988 0 196494 0 339985 0 23904 0 20319 0 971690 0 0 DONALD G CRESCENZO MD TRUSTEE 0 877697 0 28911 0 3864 0 0 0 13591 0 924063 0 0 RAJENDRA KATTAR PHYSICIAN 648741 0 159721 0 2622 0 0 0 32727 0 843811 0 0 0 HAZEM MALAS PHYSICIAN 524865 0 249521 0 300 0 0 0 30674 0 805360 0 0 0 MOHAMMED MAAIEH PHYSICIAN 523636 0 236221 0 3130 0 0 0 33317 0 796304 0 0 0 ROBERT GRANDE PHYSICIAN 523568 0 237221 0 840 0 0 0 32285 0 793914 0 0 0 ANN RHEE TRUSTEE 0 489061 0 265000 0 1242 0 0 0 32287 0 787590 0 0 KENT EDWARD BISHOP MD TRUSTEE 0 674591 0 92255 0 1965 0 0 0 11829 0 780640 0 0 DAWN M BUSKEY TRUSTEE 0 650606 0 96246 0 3210 0 0 0 11796 0 761858 0 0 VICTOR J CHERFAN DO TRUSTEE 0 374215 0 330571 0 840 0 0 0 30123 0 735749 0 0 STEPHEN M SADOWSKI CHIEF LEGAL OFFICER 0 596289 0 86275 0 1051 0 0 0 6102 0 689717 0 0 EMMETT T BOYLE JR MD TRUSTEE 0 563584 0 27405 0 4491 0 0 0 6883 0 602363 0 0 IRACEMA AREVALO MD TRUSTEE 0 339583 0 12649 0 1542 0 0 0 31679 0 385453 0 0 PART I, LINE 3 A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, INC., USES AN INDEPENDENT CONSULTANT, COMPENSATION COMMITTEE, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S EXECUTIVES. PART I, LINES 4A-B ELIGIBLE EMPLOYEES PARTICIPATE IN VARIOUS NONQUALIFIED DEFERRED COMPENSATION PLANS ORGANIZED UNDER CODE SECTION 457(F). THE EXACT PURPOSE OF EACH PLAN VARIES, BUT THEY INCLUDE: COMPENSATION LIMITATION MAKE-UP PLANS, VOLUNTARY DEFERRAL PLANS, DEFERRAL OF A PORTION OF INCENTIVE BONUS TYPE PLANS, ETC. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EMPLOYEE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. NO SUPPLEMENTAL NONQUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO ANY LISTED PERSONS IN PART VII. STEVEN CAVANAUGH RECEIVED SEVERANCE PAYMENTS FROM A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, IN THE AMOUNT OF $688,132 DURING 2022. JEFFERY KUHN RECEIVED SEVERANCE PAYMENTS FROM A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, IN THE AMOUNT OF $333,184 DURING 2022. SCHEDULE J, SUPPLEMENTAL INFORMATION: IN ADDITION, HCR MANORCARE, INC. A RELATED ORGANIZATION PROVIDES A SPLIT-DOLLAR LIFE INSURANCE PLAN TO ITS CHIEF EXECUTIVE OFFICER FROM WHICH NO CASH PAYMENTS WERE MADE DURING THE YEAR. CARSON OOSTRA FAMILY MEMBER OF RANDALL OOSTRA (PHS PRESIDENT & CEO, EX OFFICIO) 177854 EMPLOYED PHYSICIAN 0 FORM 990, PART III, LINE 4: PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS PROGRAM SERVICE ACCOMPLISHMENTS SERVING INDIVIDUALS AND FAMILIES IN NORTHWEST OHIO AND SOUTHEAST MICHIGAN, PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS, A SUBSIDIARY OF PROMEDICA PHYSICIAN GROUP (PPG), SPECIALIZES IN CARDIOLOGY AS PART OF A A LARGE SELECTION OF PHYSICIANS AND ADVANCED PRACTICE PROVIDERS WHO PROVIDE MEDICAL CARE AND OTHER HEALTHCARE SERVICES VIA AN INTEGRATED APPROACH THROUGH WHICH THEY COLLABORATE WITH OTHER PROVIDERS. THIS INTEGRATED DELIVERY IS MORE COST-EFFECTIVE THAN TRADITIONAL DELIVERY SYSTEMS AND HELPS TO ENSURE PATIENTS HAVE BETTER ACCESS TO CARE IN THE MOST APPROPRIATE SETTING. PROMEDICA GENITO-URINARY SURGEONS (PGUS) IS PART OF PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA), A MISSION-BASED, LOCALLY OWNED, NONPROFIT HEALTHCARE ORGANIZATION HIGHLY FOCUSED ON ACHIEVING CORE VALUES. HEADQUARTERED IN TOLEDO, OHIO, PROMEDICA SERVES 28 STATES ACROSS THE COUNTRY AND IS ONE OF THE NATION'S LEADING HEALTH SYSTEMS. OUR STEWARDSHIP OF RESOURCES HAS ENABLED US TO WISELY INVEST IN PATIENT-CENTERED CARE, ADVANCED TECHNOLOGY, INNOVATIVE PROGRAMS, AND FAMILY-ORIENTED FACILITIES THAT HELP TO ENSURE PATIENTS AND AREA RESIDENTS HAVE EQUAL ACCESS TO HIGH-QUALITY, SAFE CARE IN THE MOST APPROPRIATE SETTING, REGARDLESS OF PATIENTS' ABILITY TO PAY. PPG'S WELL-EQUIPPED PHYSICIAN FACILITIES ARE LOCATED IN APPROXIMATELY 200 OFFICES, AND ITS NETWORK IS COMPRISED OF MORE THAN 1,200 HEALTHCARE PROVIDERS CERTIFIED IN MORE THAN 50 SPECIALTIES, INCLUDING ANESTHESIOLOGY, BARIATRICS, CARDIOLOGY, CRITICAL CARE, ENT, FAMILY MEDICINE, GASTROENTEROLOGY, GENERAL SURGERY, HEMATOLOGY-ONCOLOGY, HOSPITALISTS, INTERNAL MEDICINE, NEUROLOGY AND NEUROSURGERY, OBSTETRICS/GYNECOLOGY, OCCUPATIONAL MEDICINE, OPHTHALMOLOGY, ORTHOPAEDIC SURGERY, PEDIATRIC CARDIOLOGY, PEDIATRIC CRITICAL CARE MEDICINE, PEDIATRICS, PSYCHIATRY, SPORTS CARE, SURGICAL ONCOLOGY, UROLOGY, AND VASCULAR MEDICINE. PPG CONDUCTED APPROXIMATELY 2 MILLION PATIENT ENCOUNTERS IN 2022. ADDITIONALLY, PPG PRIMARY CARE PRACTICES NOW SCREEN FOR 10 DIFFERENT SOCIAL DETERMINANTS SCREENS FOR AREAS SUCH AS FOOD INSECURITY, FINANCIAL WELLNESS, DOMESTIC VIOLENCE, HOUSING, AND MORE. PATIENTS SCREENING POSITIVE IN THREE OR MORE DOMAINS ARE CONNECTED TO COMMUNITY RESOURCES TO IMPROVE HEALTH AND WELL-BEING. IN 2022, PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS (PNWOCC) CONTRIBUTED $228,532 IN COMMUNITY BENEFIT THROUGH COMMUNITY BENEFIT EXPENDITURES, FINANCIAL ASSISTANCE AND GOVERNMENT-SPONSORED, MEANS-TESTED HEALTH CARE. PNWOCC ALSO PROVIDED A SIGNIFICANT AMOUNT OF FINANCIAL ASSISTANCE TO THE COMMUNITY DURING 2022, OF WHICH $ 258,521 REPRESENTED UNCOMPENSATED AMOUNTS FOR TREATMENT OF PATIENTS WHO DID NOT HAVE THE FINANCIAL RESOURCES TO PAY FOR HOSPITAL SERVICES. FINANCIAL ASSISTANCE REPRESENTS THE COST TO PROVIDE SERVICE AND DOES NOT INCLUDE THE COSTS FOR ACCOUNTS WRITTEN OFF TO BAD DEBT FOR PATIENTS WHO DO NOT PAY THEIR BILLS. ITS COST OF BAD DEBT FOR 2022 TOTALED $ 434,580. THIS AMOUNT IS NOT INCLUDED IN THE COMMUNITY BENEFIT AMOUNT OF $228,532 NOTED ABOVE. FURTHER, PNWOCC PROVIDED $3,665,980 OF COMMUNITY BENEFIT THROUGH COSTS - NOT REIMBURSED BY THE GOVERNMENT - FOR TREATING MEDICAID PATIENTS. ALSO, IN 2022, THE TOTAL COSTS - NOT REIMBURSED BY THE GOVERNMENT - FOR TREATING MEDICARE PATIENTS WAS $27,496,600 AND IS NOT INCLUDED IN THE COMMUNITY BENEFIT AMOUNT OF $228,532 NOTED ABOVE. DURING 2022, PNWOCC EXPENDED $36,898,996IN NET PAYROLL, PROVIDING 280 JOBS. A TOTAL OF $1,434,606 WAS WITHHELD FROM EMPLOYEES IN STATE AND LOCAL TAXES. IN SUMMARY, PPG AND ITS SUBSIDIARIES DEMONSTRATE THEIR MISSION AND CORE VALUES BY PROVIDING HIGH-QUALITY HEALTH CARE TO ALL PATIENTS, REGARDLESS OF THEIR RACE, CREED, SEX, NATIONAL ORIGIN, DISABILITY OR AGE. AND, WE RECOGNIZE THAT NOT ALL INDIVIDUALS POSSESS THE ABILITY TO PURCHASE ESSENTIAL MEDICAL CARE. THEREFORE, PROMEDICA PROVIDES THESE HEALTHCARE SERVICES; RECRUITS AND TRAINS HEALTHCARE PROFESSIONALS TO SERVE THE BROADER COMMUNITY; PROVIDES APPROPRIATE FINANCIAL ASSISTANCE; OFFERS SERVICES AND CONTRIBUTIONS TO OTHER NONPROFIT ORGANIZATIONS THAT ALLOW THEM TO PROVIDE KEY SERVICES TO THEIR CONSTITUENTS; AND PRESENTS FREE EDUCATIONAL CLASSES, HEALTH FAIRS AND OTHER ACTIVITIES TO OUR LOCAL COMMUNITY TO HELP ENSURE ALL MEMBERS HAVE EQUAL ACCESS TO CARE. PART V, LINE 1A THE PROMEDICA HEALTH SYSTEM PROCESSES ALL ACCOUNTS PAYABLE THROUGH ONE PAY COMPANY. ALL 1099 FORMS FOR PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES ARE FILED UNDER PROMEDICA HEALTH SYSTEM, INC. FEIN 34-1517671. FORM 990, PART VI, SECTION A, LINE 6 AS A MICHIGAN NON-PROFIT ORGANIZATION, THIS CORPORATION HAS A CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE SOLE MEMBER OF PROMEDICA PHYSICIAN GROUP, INC. WHICH IS THE SOLE MEMBER OF PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS. PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS, AND (B) FILL ANY VACANCY. FORM 990, PART VI, SECTION A, LINE 7B WHILE THE BOARD OF TRUSTEES OF EACH BUSINESS UNIT IS GRANTED CERTAIN POWERS WITH RESPECT TO SUCH BUSINESS UNIT'S OPERATIONS, AS THE MEMBER, PROMEDICA HEALTH SYSTEM, INC. RETAINS APPROVAL RIGHTS WITH RESPECT TO CERTAIN CORPORATE ACTIONS SUCH AS (I) ADOPTION OF THE BUSINESS UNIT'S STRATEGIC PLANS AND FINANCIAL PLANS, (II) EXPENDITURES FOR NON-BUDGETED ITEMS IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (III) EXPENDITURES FOR ITEMS WHICH ARE INCLUDED IN THE BUSINESS UNIT'S ANNUAL BUDGETS BUT WHICH EXCEED THE BUDGETED AMOUNT BY AN AMOUNT IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (IV) INCURRENCE, ASSUMPTION OR GUARANTEE OF ANY INDEBTEDNESS, (V) SALE, LEASE OR OTHER DISPOSITION OF REAL PROPERTY OR ASSETS WITH A VALUE IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER AND (VI) ANY MERGER, CONSOLIDATION, REORGANIZATION, DISSOLUTION OR LIQUIDATION. FORM 990, PART VI, SECTION B, LINE 11B THE RETURN IS REVIEWED BY MANAGEMENT BEFORE BEING PROVIDED TO THE BOARD OF TRUSTEES PRIOR TO FILING. ANY COMMENTS OR QUESTIONS FROM THE BOARD ARE REVIEWED AND INCORPORATED INTO THE RETURN IF APPROPRIATE. FINAL RETURNS ARE PROVIDED TO A PRINCIPAL OFFICER FOR SIGNATURE PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C PROMEDICA HEALTH SYSTEM, INC. AND AFFILIATES (PHS) HAVE STANDARDS OF CONDUCT THAT APPLY TO ALL PHS BOARD MEMBERS AND EMPLOYEES. BOARD MEMBERS AND EMPLOYEES ARE EXPECTED TO CERTIFY THEIR COMPLIANCE WITH THE APPLICABLE STANDARDS PRIOR TO ELECTION/APPOINTMENT OR PRIOR TO BEGINNING EMPLOYMENT. BOARD MEMBERS ANNUALLY (OR IMMEDIATELY IF NEW POTENTIAL CONFLICTS OF INTEREST ARISE), ALL BOARD MEMBERS ARE REQUIRED TO COMPLETE AND RETURN THE BOARD MEMBER SOC SURVEY WITHIN 30 DAYS OF DISSEMINATION. BOARD MEMBER SOC SURVEYS ARE REVIEWED BY THE V.P., AUDIT & COMPLIANCE/CHIEF COMPLIANCE OFFICER (CCO). SUMMARIZED INFORMATION IS FORWARDED FOR REVIEW TO THE CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, BUSINESS UNIT PRESIDENTS AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRESIDENT/CEO), BASED UPON THEIR RESPECTIVE KNOWLEDGE OF THE BOARD MEMBERS. THE PURPOSE OF THIS REVIEW IS TO BOTH INFORM MANAGEMENT OF THE DISCLOSED CONFLICTS AND TO ALLOW THEM TO IDENTIFY TO THE V.P., AUDIT & COMPLIANCE, ANY POTENTIAL UNDISCLOSED CONFLICTS. THE AUDIT & COMPLIANCE DEPARTMENT THEN CONDUCTS AN AUDIT OF ALL BOARD MEMBER SOC SURVEYS (ALONG WITH ANY RELATIONSHIPS NOTED THROUGH THE ABOVE REVIEW) TO IDENTIFY ANY POSITIONAL CONFLICTS OF INTEREST AND TO TEST MATERIAL TRANSACTIONS WITH BOARD MEMBERS/THEIR AFFILIATES FOR FAIR MARKET VALUE. THE RESULTS OF THE AUDIT ARE REPORTED DIRECTLY TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE WITH A COPY TO THE PRESIDENT/CEO. THE REPORT INCLUDES A SUMMARY OF THE AUDIT PROCEDURES PERFORMED, ANY SIGNIFICANT CONCERNS IDENTIFIED, AND THEIR RESOLUTION. ANY UNRESOLVED CONFLICTS ARE ADDRESSED BY THE AUDIT COMMITTEE WITH RECOMMENDATIONS TO THE FULL BOARD AS NEEDED. FAILURE TO COMPLETE THE SURVEY OR THE SUBMISSION OF A FALSE OR INCOMPLETE SURVEY, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE BOARD MEMBER'S SURVEY RESULTS OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION BY THE BOARD OF TRUSTEES UP TO AND INCLUDING REMOVAL FROM THE BOARD/COMMITTEE/COUNCIL. EMPLOYEES, EXCLUDING EMPLOYED PROVIDERS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL BONUS-ELIGIBLE SENIOR LEADERSHIP AND SPECIFICALLY IDENTIFIED ADDITIONAL EMPLOYEES, ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC EMPLOYEE CERTIFICATION QUESTIONNAIRE BY AN ESTABLISHED DEADLINE THAT IS COMMUNICATED TO THE EMPLOYEE. THE HUMAN RESOURCES DEPARTMENT ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND PROVIDES NOTIFICATION TO THE V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL EMPLOYEE CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT & COMPLIANCE DEPARTMENT. ALL NEW EMPLOYEES, EXCLUDING EMPLOYED PROVIDERS, ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYEE STANDARD OF CONDUCT AND THE EMPLOYEE CERTIFICATION STATEMENT WHICH THE NEW EMPLOYEE IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. THE AUDIT & COMPLIANCE DEPARTMENT HAS ACCESS TO A REPORT THAT IDENTIFIES ALL NEW HIRES. A SAMPLE OF EMPLOYEES IS IDENTIFIED AND AN AUDIT IS CONDUCTED TO ENSURE THAT REQUIRED DOCUMENTATION IS ON FILE. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE V.P., AUDIT & COMPLIANCE AND IF NECESSARY DISCUSSED WITH THE BUSINESS UNIT PRESIDENT IN WHICH THE EMPLOYEE WORKS, THE CHIEF HUMAN RESOURCE OFFICER, AND GENERAL COUNSEL. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL OF THE PHS PRESIDENT/CEO. RESULTS OF THE EMPLOYEE PROCESS AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. FAILURE TO COMPLETE THE CERTIFICATION QUESTIONNAIRE, OR THE COMPLETION OF A FALSE OR INCOMPLETE CERTIFICATION QUESTIONNAIRE, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE EMPLOYEE'S CERTIFICATION QUESTIONNAIRE OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT. ADDITIONALLY, AS PART OF THE ANNUAL MANDATORY COMPLIANCE TRAINING ASSIGNED TO ALL PROMEDICA EMPLOYEES, EACH EMPLOYEE IS REQUIRED TO ELECTRONICALLY ACKNOWLEDGE THAT THEY HAVE RECEIVED A COPY OF THE PROMEDICA STANDARDS OF CONDUCT, THAT THEY UNDERSTAND HOW THE STANDARDS APPLY TO THEM, ACKNOWLEDGE THEIR OBLIGATION TO FOLLOW THEM, THEIR OBLIGATION TO REPORT VIOLATIONS OF THE STANDARDS OR REQUESTS THAT WOULD RESULT IN VIOLATIONS OF THE STANDARDS TO APPROPRIATE COMPANY OFFICERS AND THAT THEY HAVE REPORTED ALL VIOLATIONS KNOWN TO THEM AS REQUIRED BY THE STANDARDS. IN ADDITION THE ATTESTATION STATES ANY CONFLICTS OF INTEREST OR OTHER MATTERS FOR WHICH THE STANDARDS REQUIRE WRITTEN DISCLOSURE TO THE COMPANY HAVE BEEN SO DISCLOSED BY THE EMPLOYEE AND THEY UNDERSTAND AND ACKNOWLEDGE THAT TO THE EXTENT THEY ARE AN AT-WILL EMPLOYEE, THE STANDARDS DO NOT AFFECT THE AT-WILL NATURE OF MY EMPLOYMENT RELATIONSHIP WITH THE COMPANY. EMPLOYED PROVIDERS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL EMPLOYED PROVIDERS ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC PROVIDER CERTIFICATION QUESTIONNAIRE BY THE ESTABLISHED AND COMMUNICATED DEADLINE. THE OFFICE OF THE PRESIDENT/CHIEF MEDICAL OFFICER FOR PROMEDICA PHYSICIAN GROUP, INC. (PPG) ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND REVIEWED AND ENSURES NOTIFICATION IS PROVIDED TO THE OFFICE OF THE PROMEDICA HEALTH SYSTEM, INC. ("PHS") V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL PROVIDER CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND ALSO ENSURES COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE PHS AUDIT & COMPLIANCE DEPARTMENT ARE FORWARDED ACCORDINGLY. ALL NEW EMPLOYED PROVIDERS ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYED PROVIDER STANDARD OF CONDUCT AND THE PROVIDER CERTIFICATION STATEMENT WHICH THE NEW PROVIDER IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, AND IF APPROPRIATE, ARE SUBSEQUENTLY REPORTED TO THE OFFICE OF THE PHS V.P., AUDIT & COMPLIANCE. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL BY THE PHS PRESIDENT/CHIEF EXECUTIVE OFFICER. RESULTS OF THE EMPLOYED PROVIDER AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. ANY ITEMS THAT MEET CRITERIA FOR PUBLIC DISCLOSURE WILL BE COMMUNICATED TO THE IDENTIFIED PROVIDER BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, IN ADVANCE OF THE POSTING. THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, WILL PROVIDE THE PROVIDER-INDUSTRY RELATIONSHIP DISCLOSURES TO THE APPLICABLE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. THE PUBLIC DISCLOSURE WILL BE POSTED ON THE PHS WEBSITE (HTTPS://WWW.PROMEDICA.ORG/PAGES/ABOUT-US/INDUSTRY-RELATIONSHIPS.ASPX) DATABASE BY THE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. FORM 990, PART VI, SECTION B, LINE 15 PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE COMPENSATED BY PROMEDICA HEALTH SYSTEM, INC. (PHS), A RELATED TAX-EXEMPT ORGANIZATION. COMPENSATION DETERMINATIONS OF PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE MADE BY A COMPENSATION COMMITTEE OF PHS. EACH YEAR INDEPENDENT CONSULTANTS CONDUCT AN ANNUAL SURVEY AND RECOMMEND EXECUTIVE PAYROLL BASE SALARY RANGES BASED UPON THE MARKET. THE DATA IS REVIEWED AND APPROVED BY THE PROMEDICA HEALTH SYSTEM COMPENSATION COMMITTEE EVERY OCTOBER. SALARY ADJUSTMENTS ARE DETERMINED AT THE DECEMBER MEETING OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE APPROVES OTHER FORMS OF COMPENSATION BASED UPON THE PRIOR YEAR PERFORMANCE AT THE JANUARY MEETING EACH YEAR. FORM 990, PART VI, SECTION C, LINE 19 PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES PROVIDE ANY DOCUMENT OPEN TO PUBLIC INSPECTION UPON REQUEST. PART VII, SECTION B PROMEDICA HEALTH SYSTEM PROCESSES ALL ACCOUNTS PAYABLE THROUGH ONE PAY COMPANY, PROMEDICA HEALTH SYSTEM, INC. THE INDEPENDENT CONTRACTORS OVER $100,000 WILL BE LISTED ON THE 990 FILED FOR PROMEDICA HEALTH SYSTEM, INC. FEIN 34-1517671. FORM 990, PART VII, SECTION A LOUIS ROBICHAUX IS EMPLOYED BY A MANAGEMENT AGENCY THAT IS UNDER A CONTRACT TO PROVIDE MANAGEMENT SERVICES TO PROMEDICA HEALTH SERVICES. FORM 990, PART XI, LINE 9: TRANSFER BETWEEN RELATED ENTITIES 178,919,599. FORM 990, PART XII, LINE 2C THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. 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