Bryan Medical Center

“The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer of the Board, the Chief of Staff, the President/Chief Executive Officer of The System and the President/Chief Operating Officer of the Corporation. The Executive Committee shall have and may exercise all of the authority and powers of the Board when the Board is not in session, except that the Executive Committee shall not have the power (a) to elect, appoint or remove any member of the Executive Committee or any trustee or officers of the Corporation; (b) to amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee. The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual trustee, of any responsibility imposed upon it or him/her by law.”

“PERSONS LISTED IN PART VII, SECTION A, MAY HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF THEIR EMPLOYMENT BY A BRYAN HEALTH ENTITY. - , John Dittman and John Decker - Business relationship, John Dittman and Nicholas Cusick - Business relationship”

“As stated in the corporation's organizing documents, the sole corporate member of the organization is bryan health. Bryan health has the rights under the organizing documents to: (1) approve significant decisions of the organization's governing body; (2) elect the members of the governing body; and (3) receive any remaining assets after dissolution of the organization.”

“Bryan health as sole corporate member of the organization, has the right under the organizing documents to remove any trustee from office at any time, with or without cause by a vote of at least two-thirds (2/3) of all the voting trustees of bryan health.”

“Bryan health is the sole member of bryan medical center ("medical center"). Pursuant to the governing documents, the board of the medical center may manage the affairs of the corporation; however, the board may not, without the prior approval of the health system (1) adopt any long-term capital or operational budget; (2) adopt any changes in any annual or long-term capital budget or operational expense budget exceeding $5,000,000 in any single transaction or $10,000,000 in any corporation fiscal year; (3) approve or implement amendments to its mission statement or strategic plan; (4) approve any indebtedness or incur a mortgage or lien of any kind or nature on assets of the corporation where the borrowing or indebtedness exceeds $5,000,000 in any single transaction or a total of $10,000,000 in any corporation fiscal year; (5) engage in or enter into any transaction or transactions providing for the transfer, sale or other disposition of capital assets in any single transaction of $5,000,000 or a total of $10,000,000 in any corporation fiscal year; (6) approve the election of members of the board; (7) approve the appointment of the system president/chief executive officer; (8) approve participation in other health care systems by affiliation or merger; (9) approve its liquidation or dissolution; (10) organize or acquire, or authorize the organization or acquisition of any interest in, as allowed by the code, of any corporation, association, limited liability company, partnership; trust, shared service arrangement; joint venture or other entity, directly or indirectly, where the capital expenditures or operating expenses by the corporation in connection with such organization or acquisition in any single transaction exceeds $5,000,000 or a total of $10,000,000 in any corporation fiscal year; (11) amend the articles of incorporation or bylaws of the corporation; or (12) take any other actions which may be inconsistent with the system's goals and objectives.”

“This 990 was prepared by bryan health's tax division. During the return preparation process, the tax division works diligently with other departments including human resources, finance, legal, and advancement to gather information to complete form 990 and attached schedules in an accurate and thorough manner. This 990 was reviewed by the chief executive officer, chief financial officer, and other key officers of bryan health. This 990 was also reviewed by an independent accounting firm. Bryan health's board of trustees has delegated the review of the form 990 to the board's audit committee. Each member of the audit committee received a complete copy of this 990, prior to filing the form with the internal revenue service.”

“Bryan medical center has adopted a written conflict of interest policy that is monitored and enforced by the governance committee of the board of trustees of bryan health. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaire requires each covered person to sign a statement certifying that he/she: (1) has reported information that is correct and complete to the best of their knowledge; (2) has read the conflict of interest policy and understands the policy, and (3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. Failure to complete the questionnaire can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interest policy has restrictions for any board member with a conflict of interest; such as, prohibiting them from participating in deliberations and voting with regard to certain transactions in which they have an interest.”

“BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF THE LARGEST PRIVATE EMPLOYER IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED IS REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON April 25, 2017. ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE.”

“See form 990, part vi, section b, line 15a.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by the posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”

“In keeping with bryan health's beliefs and standards of behavior regarding stewardship, no board member serving on bryan medical center's board is compensated for their services as board members. Compensation amounts reported are for services provided as medical professionals or executives of the organization, or a related organization.”

“Purchase Rebates - Total Revenue: 2228817, Related or Exempt Function Revenue: 2228817, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Other Revenue - Total Revenue: 2160234, Related or Exempt Function Revenue: , Unrelated Business Revenue: 630401, Revenue Excluded from Tax Under Sections 512, 513, or 514: 1529833;”

“Consulting - Total Expense: 3182544, Program Service Expense: 3182544, Management and General Expenses: , Fundraising Expenses: ; Lease Commissions - Total Expense: 335402, Program Service Expense: 335402, Management and General Expenses: , Fundraising Expenses: ; Medical Director Fees - Total Expense: 1834831, Program Service Expense: 1834831, Management and General Expenses: , Fundraising Expenses: ; Test Services - Total Expense: 1872590, Program Service Expense: 1872590, Management and General Expenses: , Fundraising Expenses: ; Laboratory Services - Total Expense: 2532844, Program Service Expense: 2532844, Management and General Expenses: , Fundraising Expenses: ; Physician Fees - Total Expense: 20757317, Program Service Expense: 20757317, Management and General Expenses: , Fundraising Expenses: ; Collections Services - Total Expense: 1319824, Program Service Expense: 1319824, Management and General Expenses: , Fundraising Expenses: ; Professional Fees - Total Expense: 4937958, Program Service Expense: 4937958, Management and General Expenses: , Fundraising Expenses: ; Anesthesiology Fees - Total Expense: 1478048, Program Service Expense: 1478048, Management and General Expenses: , Fundraising Expenses: ; Miscellaneous Fees - Total Expense: 3401597, Program Service Expense: 2754706, Management and General Expenses: 646891, Fundraising Expenses: ; Laundry Service - Total Expense: 2252412, Program Service Expense: 2252412, Management and General Expenses: , Fundraising Expenses: ; Security - Total Expense: 1490342, Program Service Expense: 1490342, Management and General Expenses: , Fundraising Expenses: ; Service Agreements - Total Expense: 11203144, Program Service Expense: 11203144, Management and General Expenses: , Fundraising Expenses: ; Ambulance Service - Total Expense: 316271, Program Service Expense: 316271, Management and General Expenses: , Fundraising Expenses: ; Miscellaneous Outside Service - Total Expense: 6343677, Program Service Expense: 6195618, Management and General Expenses: 148059, Fundraising Expenses: ; Janitorial Services - Total Expense: 313860, Program Service Expense: 313860, Management and General Expenses: , Fundraising Expenses: ;”

“Deferred Tax - -457468; Pension Liability - 3123949; Transfer to related entity - -38386268; Corporate Cost Allocation - 18638492; Change in Temporarily Restricted Interest in Bryan Foundation - 6188659; Change in Permanently Restricted Interest in Bryan Foundation - 489759; Other - -112957; Investments in Master Limited Partnerships - 859513; Debt Financed Rental Property - 42382;”