Nebraska Heart Hospital

“Pursuant to article viii, section 8.1 of the organization's bylaws, the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in the organization's bylaws, the board of directors may set qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors. Sections of the articles regarding board of directors' regular meetings, special meetings, notice of meetings, waiver of notice, quorum, manner of acting, and action without meeting of the organization's bylaws shall also apply to all committees established by the board of directors.”

“Mardell wilson and kevin fitzgerald - business relationship”

“According to the bylaws of nebraska heart hospital, the entity's sole member is chi nebraska, a nebraska non-profit corporation.”

“The sole member has the power to appoint, replace or remove the members of the board of directors.”

“The organization's corporate member is chi nebraska. Pursuant to article v, section 5.4 of the organization's bylaws, both chi nebraska and commonspirit health (chi nebraska's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the chi nebraska board: * approve members of the nebraska heart hospital board * amendment of the corporate documents of the nebraska heart hospital * approve removal of a member of the governing body of the nebraska heart hospital * adoption of long range and strategic plans for the nebraska heart hospital the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the nebraska heart hospital * removal of a member of the governing body of the nebraska heart hospital * approval of issuance of debt by nebraska heart hospital * approval of participation of nebraska heart hospital in a joint venture * approval of formation of a new corporation by nebraska heart hospital * approval of a merger involving the nebraska heart hospital * approval of the sale of all or substantially all of the assets of the nebraska heart hospital * to require the transfer of assets by the nebraska heart hospital to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to article v, section 5.5.2 of the organization's bylaws, chi nebraska or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the 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 commonspirit health, a related organization, the return is reviewed by the commonspirit health tax director and the local chief financial officer. Additionally, the board of directors are provided the final form 990 and related schedules to review and are able to 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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles.”

“The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the articles of incorporation are available from the nebraska secretary of state website. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore no form 1099s are issued by nebraska heart hospital. Commonspirit health files the form 1099s and complies with the backup withholding rules for reportable payments to vendors and gaming winnings. The 1099s issued by commonspirit health on behalf of nebraska heart hospital are reported to the irs.”

“Contract services: program service expenses 374,705. Management and general expenses 41,634. Fundraising expenses 0. Total expenses 416,339. Contract labor: program service expenses 4,406,526. Management and general expenses 231,922. Fundraising expenses 0. Total expenses 4,638,448. Purchased services: program service expenses 1,847,187. Management and general expenses 93,872. Fundraising expenses 0. Total expenses 1,941,059. Other fees: program service expenses 5,329,185. Management and general expenses 280,483. Fundraising expenses 0. Total expenses 5,609,668.”

“Affiliate transfer 6,720.”