Indiana University Health Plans Nfp Inc

“Certain officers, directors or key employees of indiana university health, inc. (iu health) may also serve on the boards or as officers of other related or unrelated organizations. As noted below, no additional compensation was provided to these individuals for their service to related organizations.”

“Iu health plans nfp is part of the iu health system. As the sole member and controlling parent of iu health plans nfp, iu health and its board of directors have mandated that certain policies be followed to ensure greater standardization throughout the system. Thus, iu health plans nfp's board of directors was not required to separately adopt a conflict of interest, whistleblower, document retention and destruction and joint venture policies because iu health's board of directors had already adopted and required these policies to be followed by its subsidiaries.”

“IU Health Plans NFP's President is employed by IU Health. IU Health's process for determining compensation is as follows: (1) THE BOARD OF DIRECTORS ("BOARD") HAS ESTABLISHED A TALENT MANAGEMENT AND EXECUTIVE COMPENSATION COMMITTEE ("TMECC"), THE PURPOSE OF WHICH INCLUDES REVIEWING AND MAKING RECOMMENDATIONS REGARDING EXECUTIVE PAY AND BENEFITS (COLLECTIVELY REFERRED TO AS "COMPENSATION") ON AN ANNUAL BASIS IN APRIL. THE TMECC IS MADE UP OF MEMBERS OF THE BOARD THAT ARE NEITHER PHYSICIANS NOR EMPLOYEES AND DO NOT OTHERWISE HAVE A CONFLICT OF INTEREST REGARDING ANY OF IU HEALTH'S COMPENSATION ARRANGEMENTS. THE TMECC REVIEWS AN EXECUTIVE'S ENTIRE COMPENSATION PACKAGE INCLUDING BASE SALARY, SHORT-TERM AND LONG-TERM INCENTIVES, HEALTH AND WELFARE BENEFITS, QUALIFIED AND NONQUALIFIED RETIREMENT PLANS, AS WELL AS ANY ADDITIONAL FRINGE BENEFITS. AS DEEMED APPROPRIATE, THE COMMITTEE ON FINANCE, WHICH IS ALSO MADE UP OF MEMBERS OF THE BOARD, MAY ALSO REVIEW EXECUTIVE COMPENSATION AND BENEFITS. (2) THE TMECC ENGAGES AN INDEPENDENT COMPENSATION CONSULTING FIRM ON AN ANNUAL BASIS TO CONDUCT A COMPENSATION ANALYSIS FOR ITS EXECUTIVE GROUP, WHICH CONSISTS OF EMPLOYEES AT THE LEVEL OF SENIOR VICE PRESIDENT AND ABOVE. THE CURRENT COMPENSATION ADVISOR IS SULLIVAN COTTER. SULLIVAN COTTER PERFORMS ITS ANALYSIS IN THE FORM OF A COMPENSATION SURVEY ("SURVEY") THAT INCLUDES RELEVANT COMPARABILITY DATA FOR COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS (BOTH GOVERNMENTAL AND TAX EXEMPT) FOR FUNCTIONALLY COMPARABLE POSITIONS AS WELL AS THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA. SULLIVAN COTTER THEN PREPARES A SURVEY REPORT AND PROVIDES RECOMMENDATIONS TO THE TMECC, IF DEEMED APPROPRIATE, ON CHANGES IN EXECUTIVE COMPENSATION. A SEPARATE ANALYSIS USING THE SAME METHODOLOGY IS DONE FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. (3) THE TMECC THEN REVIEWS SULLIVAN COTTER'S REPORT AND RECOMMENDATIONS AND, IF APPROPRIATE, VOTES ON WHETHER TO RECOMMEND ANY CHANGES IN EXECUTIVE COMPENSATION TO THE BOARD. THE TMECC WILL ONLY RECOMMEND CHANGES TO THE BOARD IF THEY ARE CONSISTENT WITH THE BOARD'S PHILOSOPHY ON COMPENSATION MATTERS AND ARE DEEMED REASONABLE BASED UPON THE INDEPENDENT ANALYSIS PROVIDED BY SULLIVAN COTTER. THE TMECC'S REVIEW, DISCUSSION AND VOTE ARE DOCUMENTED IN THE MINUTES FOR THE MEETING. THERE ARE NO EXECUTIVES PRESENT DURING THE FINAL DISCUSSION AND APPROVAL. (4) THE BOARD THEN REVIEWS THE REPORT PREPARED BY SULLIVAN COTTER AS WELL AS THE RECOMMENDATIONS OF THE TMECC AS TO ANY CHANGES IN EXECUTIVE COMPENSATION. AS DEEMED APPROPRIATE, THE COMMITTEE ON FINANCE MAY ALSO PROVIDE ITS REVIEW OF THE TMECC'S RECOMMENDATIONS ON ANY CHANGES IN EXECUTIVE COMPENSATION. THIS REVIEW AND DISCUSSION ARE DOCUMENTED IN THE MINUTES. (5) THE BOARD THEN VOTES ON WHETHER TO ACCEPT THE TMECC'S RECOMMENDATIONS ON ANY CHANGES IN EXECUTIVE COMPENSATION. CHANGES IN EXECUTIVE COMPENSATION ARE MADE IF APPROVED BY THE TMECC AND BOARD ON AN ANNUAL BASIS, OR AS NECESSARY THROUGHOUT THE YEAR. THE DISCUSSION AND APPROVAL ARE DOCUMENTED IN THE MINUTES OF THE MEETING. THERE ARE NO EXECUTIVES PRESENT DURING THE FINAL DISCUSSION AND APPROVAL. IU HEALTH'S GENERAL COUNSEL ALSO PREPARES A FORMAL WRITTEN OPINION REVIEWING THE EXECUTIVE COMPENSATION APPROVAL PROCESS, COMPARING IT TO THE INTERMEDIATE SANCTIONS TEST OF IRC SECTION 4958. IF WARRANTED, IU HEALTH'S GENERAL COUNSEL MAY ALSO PROVIDE COMMENTS REGARDING THE EXECUTIVE COMPENSATION APPROVAL PROCESS AS IT RELATES TO MEETING THE REQUIREMENTS FOR A REBUTTABLE PRESUMPTION OF REASONABLENESS AS PROVIDED IN THE INTERMEDIATE SANCTIONS TEST. (6) AFTER THE END OF EACH YEAR, THE TMECC AND BOARD ALSO REVIEW THE ACHIEVEMENTS OF THE EXECUTIVE GROUP AS IT RELATES TO THE LONG-TERM AND SHORT-TERM SHARED AND INDIVIDUAL GOALS DEVELOPED BY THE EXECUTIVES AND THE BOARD. THESE ACHIEVEMENTS MAY ALSO BE REVIEWED WITH THE COMMITTEE ON FINANCE. THE BOARD, AT ITS DISCRETION, MAY APPROVE BONUS PAYMENTS BASED UPON THE ACHIEVE”

“IU HEALTH ACO, INC. WITH RONALD L. STIVER and Greg Kiray - Business relationship, IUH ASSURANCE SPC, LTD. WITH RONALD L. STIVER and Jenni Alvey - Business relationship, IU HEALTH RISK RETENTION GROUP, INC. WITH RONALD L. STIVER and Jennifer Alvey - Business relationship”

“The sole member of iu health plans nfp is iu health, a 501(c)(3) tax-exempt organization.”

“Subject to the powers reserved to the member in the corporation's articles of incorporation, the business and affairs of the corporation shall be managed under the direction of a board of directors. The number of directors comprising the board of directors shall be between three (3) and seven (7), as determined from time to time by the board of directors.”

“Notwithstanding any other provisions of the articles of incorporation or any provision of iu health plans nfp's bylaws, the following matters require the approval of iu health, as the sole member, prior to implementation: - any amendment of the articles of incorporation or bylaws of iu health plans nfp; - adoption or revision of any operating or capital budget of iu health plans nfp; - a merger or consolidation of iu health plans nfp; - any sale, lease, exchange, conveyance, mortgage, pledge or other disposition of a substantial portion of the property, assets or interests of iu health plans nfp, other than pursuant to a budget approved by iu health, as sole member; - any incurrence of debt by, or the creation of any lien upon the property or revenues of, iu health plans nfp other than in the ordinary course of business or pursuant to a budget approved by iu health, as sole member. Notwithstanding any other provisions of the articles of incorporation, or any provision of iu health plans nfp's bylaws, iu health, as the sole member, shall have the power to direct the board of iu health plans nfp to do any of the following: - transfer property of iu health plans nfp in amounts sufficient to pay the principal and interest of any obligation of iu health, as sole member; and - take such actions as are required in order for iu health plans nfp to comply with the covenants contained in any financing document to which iu health, as sole member, is a party or under which iu health is bound.”

“THE CFO REVIEWED AND APPROVED THE FORM 990 PRIOR TO ITS FILING. FOLLOWING the CFO's REVIEW AND APPROVAL, A COMPLETE COPY OF THE FORM 990 WAS MADE AVAILABLE TO EACH BOARD MEMBER PRIOR TO ITS FILING. EACH MEMBER WAS ALSO INFORMED OF THE AVAILABILITY OF IU HEALTH'S TAX DEPARTMENT TO ANSWER ANY QUESTIONS.”

“IU HEALTH Plans NFP FOLLOWS IU HEALTH'S CONFLICT OF INTEREST POLICY. IU HEALTH'S CONFLICT OF INTEREST POLICY INCLUDES THE FOLLOWING PROVISIONS: ALL IU HEALTH EMPLOYEES, ASSOCIATES, COLLEAGUES AND CONTRACTED PERSONNEL, INCLUDING EMPLOYED PHYSICIANS AND PAID MEDICAL DIRECTORS ("IU HEALTH REPRESENTATIVES") ARE COVERED BY AND SUBJECT TO ITS CONFLICT OF INTEREST POLICY. IU HEALTH REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH THE POLICY THROUGH THE FOLLOWING PROCEDURES: (A) ON AN ANNUAL BASIS, EACH IU HEALTH REPRESENTATIVE AT THE LEVEL OF MANAGER OR ABOVE, TOGETHER WITH EVERY OTHER PERSON DESIGNATED BY THE CORPORATE COMPLIANCE DEPARTMENT ("DEPARTMENT"), MUST COMPLETE, SIGN AND SUBMIT A CONFLICT OF INTEREST QUESTIONNAIRE ("QUESTIONNAIRE") TO THE DEPARTMENT. GOVERNING BOARD MEMBERS, COMMITTEE MEMBERS, CORPORATE OFFICERS, MEDICAL STAFF AND RESEARCHERS MUST COMPLY WITH THE ADMINISTRATIVE REQUIREMENTS NOTED IN THE RESPECTIVE POLICIES AND PROCEDURES RELATIVE TO THOSE AREAS. (B) AN IU HEALTH REPRESENTATIVE MUST SUPPLEMENT A QUESTIONNAIRE IN WRITING, IF AFTER COMPLETION OF THE ORIGINAL QUESTIONNAIRE, A SITUATION ARISES, OR MAY REASONABLY BE EXPECTED TO ARISE, THAT WOULD CHANGE ANY ANSWER OR INFORMATION ON THE ORIGINAL QUESTIONNAIRE IF THE SITUATION HAD EXISTED OR BEEN ANTICIPATED AT THE TIME OF COMPLETION OF THE ORIGINAL QUESTIONNAIRE. (C) IF A FULLY AND PROPERLY COMPLETED QUESTIONNAIRE REVEALS FACTS OR OTHER INFORMATION THAT MIGHT REASONABLY INDICATE A CONFLICT OF INTEREST OR VIOLATION OF THE POLICY, THE IU HEALTH REPRESENTATIVE COMPLETING THE QUESTIONNAIRE MUST SECURE APPROVAL BY HIS/HER SUPERVISOR, EVIDENCED IN WRITING. (D) THE DEPARTMENT WILL REVIEW EACH QUESTIONNAIRE AND DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS AND, IF SO, WHETHER AND HOW IT SHOULD OR MAY BE ELIMINATED, AVOIDED OR MANAGED IN ORDER TO COMPLY WITH THE SPIRIT OF THE POLICY AND WITH THE BEST INTERESTS OF IU HEALTH AND ITS PATIENTS. IN MAKING THE DETERMINATION, THE CORPORATE COMPLIANCE DEPARTMENT MAY CONSULT WITH THE IU HEALTH REPRESENTATIVE'S SUPERVISOR AND OTHER APPROPRIATE INDIVIDUALS AND GROUPS. (E) THE SCOPE OF THE POLICY IS NOT LIMITED TO THOSE WHO ARE REQUIRED TO COMPLETE QUESTIONNAIRES. IF AN IU HEALTH REPRESENTATIVE IS INVOLVED IN A SITUATION OR RELATIONSHIP THAT WOULD CONSTITUTE A VIOLATION OF THE POLICY IN THE ABSENCE OF DISCLOSURE AND APPROVAL AS DESCRIBED ABOVE, THEN THE IU HEALTH REPRESENTATIVE MUST DISCLOSE THE MATTER TO HIS/HER SUPERVISOR, SECURE HIS/HER SUPERVISOR'S APPROVAL IN WRITING, AND DISCLOSE THE MATTER TO THE DEPARTMENT. OTHERWISE, THE IU HEALTH REPRESENTATIVE IS IN VIOLATION OF THE POLICY AND SUBJECT TO CORRECTIVE ACTION, UP TO AND INCLUDING TERMINATION. (F) THE CHIEF COMPLIANCE OFFICER, IN CONSULTATION WITH ONSITE COMPLIANCE PERSONNEL, MAY FROM TIME TO TIME APPOINT STANDING OR AD HOC COMMITTEES TO ASSIST IN RESOLVING ISSUES THAT ARISE UNDER PROVISIONS OF THE POLICY.”

“Iu health plans nfp's articles of incorporation are available for public inspection through the indiana secretary of state's website. Iu health plans nfp's conflict of interest procedures are disclosed on form 990, schedule o. Iu health plans nfp is a subsidiary in iu health's consolidated audited financial statements. Iu health's consolidated audited financial statements are available for public inspection through its bond filings and as an attachment to iu health's form 990.”

“Net asset transfer from iu health - 11000000;”