Chi Nebraska

“Pursuant to the organization's Bylaws, the Executive Committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the President and Chief Executive Officer, each of whom shall serve as an ex officio voting member of the Executive Committee, and two voting members appointed by the Board of Directors. The executive committee has and may exercise such powers as may be delegated to it by the board of directors. Additionally, the executive committee has the power to transact routine business of the corporation in the interim periods between regularly scheduled meetings of the board of directors, provided their actions are consistent with any actions or policies of the board or the corporate member. All actions taken are contemporaneously documented and reported to the board at the earliest meeting.”

“Chi nebraska updated their articles of incorporation adding catholic health federation as their supported organization.”

“According to the bylaws of chi nebraska, the entity's sole corporate member is catholic health initiatives, a colorado nonprofit corporation.”

“According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the Executive Vice President and Chief Operating Officer or other designee. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is Catholic Health Initiatives ("CHI"). Pursuant to the organization's bylaws, the Corporate Member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: - Substantial change in the mission or philosophy of CHI Nebraska - Amendment of the corporate documents of CHI Nebraska - Approve members of the CHI Nebraska board - Removal of a member of the governing body of CHI Nebraska - Approval of issuance of debt by CHI Nebraska - Approval of participation of CHI Nebraska in a joint venture - Approval of formation of a new corporation by CHI Nebraska - Approval of a merger involving CHI Nebraska - Approval of the sale of all or substantially all of the assets of CHI Nebraska - To require the transfer of assets by CHI Nebraska to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts - Adoption of long range and strategic plans for CHI Nebraska Pursuant to Section 5.5.2 of the organization's bylaws, CHI may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and the President and Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.”

“The organization's accounting personnel work with the CHI Tax Department to prepare the Form 990 and the finance staff consults with executive management regarding the items of interest (i.e. conflicts, political activities, etc.) of which they would have firsthand knowledge. After completion of the Form 990, a draft copy is reviewed by Finance and either the Director of Finance or CFO for any potential errors, omissions, or clarifications needed for proper presentation. After final changes are made to the Form 990, the final return is then provided to the Board Members prior to the Board meeting date. At the next Board meeting, the Form 990 is an agenda item whereby the Board has an opportunity to ask questions or obtain clarification of the Form 990 information. Subsequent to the return being provided to the Board, the Tax Department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the Board.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“Compensation for the top management official was established and paid by the following related organizations: Catholic Health Initiatives (CHI) and Franciscan Health System (FHS) CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 14, 2015. In addition, Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable. FHS USES AN EXTERNAL COMPENSATION FIRM WHO UTILIZES ACTUAL MARKET DATA COMPENSATION FROM SIMILAR INSTITUTIONS WITH COMPARABLE POSITIONS AND COMPENSATION LEVELS AND CONSIDERING THE ORGANIZATION'S GEOGRAPHIC LOCATION. THE EXECUTIVE COMMITTEE OF THE BOARD ANNUALLY EVALUATES AND APPROVES THE EXECUTIVE COMPENSATION ARRANGEMENT FOR EACH EXECUTIVE FOR FAIR MARKET VALUE ALONG WITH OTHER APPLICABLE FACTORS RELIED ON BY THE BOARD'S DETERMINATION. THE SUPPORTING DOCUMENTATION BECOMES PART OF THE MINUTES OF THE MEETING. THIS PROCESS IS COMPLETED YEARLY.”

“Executive compensation paid by the filing organization was set by the Executive committee, utilizing comparability studies completed by HR Advantage to determine officer compensation as required by the organization's executive compensation review policy. The board of directors oversees the compensation setting process and ensures reasonableness and compliance with the organization's compensation philosophy. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation.”

“The Organization's governing documents are available from the Nebraska Secretary of State. The organization's conflict of interest policy is not made available to the public. The organization's financial statements are included in Catholic Health Initiatives' consolidated audited financial statements that are available at www.CatholicHealthInit.org or at www.DACBOND.org.”

“Primary exempt purpose chi nebraska's purpose is to own, operate, staff, or manage health care related activities and operate, supervise, support, and manage the affairs, property, business, and activity of affiliated exempt organizations, which support the health care mission of catholic health initiatives by improving access to health care and fostering the wellness of the communities in its service areas. Exempt purpose achievements chi nebraska, f/k/a saint elizabeth health systems, was incorporated in 1982 as a nebraska 501(c)(3), not-for-profit organization. Chi nebraska is guided by its christian based philosophy to develop, promote, and implement programs that bring value to the community in a healing and compassionate environment. The organization works through an affiliated group of tax exempt organizations to promote essential health care services by building healthy relationships that promote the health of the communities and individuals within them. Chi nebraska is a member of catholic health initiatives. Community service has always been at the core of chi nebraska's activities. Each year, services and programs are expanded to promote healthy communities through innovative programs, collaborations, and partnerships. The programs and services described throughout this report not only serve the community, but also reduce the burdens on the government. For example, if chi nebraska and affiliates did not provide charity care, the burden of providing charity care would fall on government-supported institutions. Chi nebraska carries out its mission through the direct and indirect ownership of 4 acute care hospitals, including one designated critical access by the medicare program , physician groups, charitable foundations, and certain other medical delivery organizations in nebraska.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization”