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.”

“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.”

“Following the preparation of the form 990 by tax analysts of Catholic Health Initiatives, a related organization, the return is reviewed by the CHI tax director and the local chief financial officer. After incorporation of any changes resulting from this review, the form 990 is reviewed at the finance committee meeting and the chief financial is present at the meeting to answer questions. Additionally, the board of directors are provided the final form 990 and related schedules to review and are able ask the chief financial officer and tax director questions prior to filing with the IRS. Upon chief financial officer approval and signature, the tax analyst files the final form 990 as presented to the board and finance committee, making any non-substantive changes necessary in order 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 (the "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 CHI Entity board and board committee members; all CHI employees; 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 must promptly and fully disclose 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 disclose 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. At the time of initial appointment, a copy of the Policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the Policy shall be distributed to all Employees. In addition, a conflict of interest disclosure will be provided. The Employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following Persons must complete a new conflict of interest disclosure: * Board and board committee members; * Employees at the level of vice president and above; * Researchers * Supply Chain Employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * Other Employees as deemed applicable by CHI Leadership * Employees at the level of manager and above (through 6/21/17) Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC"), National or Regional Legal Services, National, Entity, or Research Corporate Responsibility Program, or the Executive Committee of the Board or Board Chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to CHI's business, whether the Person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a Person has, or is considering initiating, a business interest or relationship outside of CHI but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this Policy, the Person should consult with local Corporate Responsibility Program (CRP) staff or CHI Legal Services Group (LSG) staff, as appropriate. As appropriate, a COI management plan will be developed. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such COI management plan in collaboration with local CRP staff or CHI LSG staff,”

“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.”

“During the tax year ended 6/30/2017, no officers, directors or trustees received compensation from the organization. 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. Therefore, these questions are more appropriately answered as N/A.”

“The Board Chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role outlined in the COI Policy. Based on review and evaluation of the relevant facts and circumstances, the Board Chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI Policy, review and approval or other action by the Board is required. A written record of the Board Chair's determination, including relevant facts and circumstances, will be made. The Board Chair shall then make an appropriate report to the Executive Committee of the Board concerning such review, evaluation and determination. If a difference of opinion exists between the Board Chair and another Trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board review and approval or other action is required within the COI Policy, the matter shall be submitted to the Board's Executive Committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the Executive Committee minutes and will be reported to the Board. The Board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which CHI or a CHI Entity is a party and in which the Trustee or Corporate Officer either: * Has a material financial interest; or * Is a Trustee or Corporate Officer of the other party (other than a CHI-affiliated organization). The Board must approve the transaction by a majority of the Trustees on the Board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between CHI or CHI Entities and vendors or other contractors who are, or are affiliated with, Trustees or Corporate Officers, the Board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the Board determines that the transaction is fair to CHI or the CHI Entity. The Board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI Entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested Trustees, the Board shall take whatever action is deemed appropriate with respect to the Trustee or Corporate Officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of CHI or the CHI Entity. The Board should consult with the General Counsel of CHI or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the Board, the Trustee or Corporate Officer, as appropriate, must disclose all of the material facts to the Board. The Trustee shall not vote and the Trustee or Corporate Officer shall not use his or her personal influence on the matter. However, if requested, such Trustee or Corporate Officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Trustees, as his or her knowledge may be of significant importance. The Trustee or Corporate Officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the Board shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the Board, and that the interested Trustee or Corporate Officer was excused during the discussion, and that the interested Trustee abstained from voting. If the Board reasonably believes that a Trustee or Corporate Officer has failed to disclose ei”

“PRIMARY EXEMPT PURPOSE CHI NEBRASKA'S PURPOSE IS TO support the religious and charitable purpose of the Catholic Health Care Federation ( CHCF), including by supporting other related charitable 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'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. On July 1, 2016, CHI Nebraska transferred responsibility of these activities to Alegent Creighton Health, a 100% owned subsidiary of CHI Nebraska.”

“Capital Pool Contribution - -228899; Other Changes - -12977;”

“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.”