Physicians Clinic Inc.

“The sole member of physicians clinic inc. Is nebraska methodist health system, inc., a nebraska not-for-profit corporation.”

“Nebraska methodist health system, inc., the member, has the power to elect and remove the directors of the corporation. The nebraska methodist health system also has the power to appoint and remove the person designated as the corporation's president by the board of directors.”

“Nebraska methodist health system, inc., the member, has the power to approve or refuse to approve any amendment to the corporation's articles of incorporation or the bylaws or any action required to be submitted to and approved by the voting members of a nonprofit corporation under the nebraska nonprofit corporation act. Methodist health system also has approval authority with regard to the annual budget, capital expenditures in excess of established thresholds, the mission statement, long-range plan, incurrence of debt and establishment of a subsidiary or participation as a shareholder, partner or equity member of any other entity.”

“Physicians clinic inc. Is an affiliate organization of nebraska methodist health system, inc. Policies are centralized at nebraska methodist health system inc. Prior to filing the form 990, a copy is provided to the audit committee of nebraska methodist health system. The committee is given an opportunity to ask questions or request more information. Information for the form 990 is gathered from appropriate responsible parties throughout the organization, including the organization's human resources, finance, community networking, and compliance departments; is reviewed by external tax advisors and has a final review by the chief financial officer for nebraska methodist health system and the organization's chief executive officer.”

“An annual questionnaire is sent to all officers, directors and key employees pursuant to the methodist health system conflicts of interest policy which requires the disclosure of relationships, not just financial, that could give rise to conflicts with the organization. The board conflict review committee meets annually to review all potential conflicts identified through the surveys. Should a decision come to the board with an identified conflict, the officer, director or key employee is not permitted to vote or use personal influence on the matter and is not counted in determining a quorum for a meeting at which the matter is discussed. A potential conflict of interest, once identified, must be evaluated on a case by case basis. In order to approve the transaction which involves a direct conflict of interest, the board must first find, by majority vote of directors for whom no conflict exists, at a meeting at which a quorum is present, that the arrangement or transaction is in the best interest of physicians clinic and/or methodist health system affiliates, is fair and reasonable, and after investigation, the directors have determined that a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under the circumstances.”

“Physicians clinic is an affiliated member of the nebraska methodist health system. Methodist health system retains an independent consultant to review all officer compensation for each affiliate. Under this process, market data on compensation is gathered and analyzed and compensation ranges are set. This information is then provided to the compensation committee of the board of the nebraska methodist health system inc. All officer compensation is reviewed, evaluated and approved by this committee. Physicians clinic (pci) administration maintains a written physician compensation plan that has been reviewed by outside counsel and approved by pci administration and the pci board of directors. The plan defines the methodology for determining physician compensation and site financial accountability bonus. The plan also addresses the payment of a monthly draw to physicians, salary guarantees and time-off provisions. Independent market reviews and internal analysis of physician compensation are regularly performed. Every three years a fair market value assessment is performed by an independent consultant. The analysis is performed by comparing individual physician compensation for each area of specialization within physicians clinic with compensation averages that have been compiled from the american medical group association (amga) and the medical group management association (mgma). The next independent assessment will be obtained in 2017 on the 2016 physician compensation.”

“The form 1023 was filed prior to 7/15/87 and need not be made publicly available. A copy of the irs determination letter will be provided upon written request.”

“The organization does not make these documents separately available to the public. However, the amended articles of incorporation of the organization are available through the nebraska secretary of state's website. The conflict of interest policy is distributed to all members of the board of directors, officers, and key employees. Financial information is available to the public through the irs form 990 and form 990-t. The organization also contributes information regarding community benefits it provides as part of the methodist health system's annual community benefit report. The report is available to the public on the website, www.methodistcommunitybenefit.com.”

“Linda burt, vice president of finance and cfo of nebraska methodist health system through 3/6/16, was a full time employee of nebraska methodist health system inc. Her average hours per week have been allocated among the entities that comprise the nebraska methodist health system. Jeff francis, vice president of finance and cfo of nebraska methodist health system effective 3/7/16, is a full time employee of nebraska methodist health system inc. His average hours per week have been allocated among the entities that comprise the nebraska methodist health system.”

“Todd grages is a key employee of nebraska methodist health system and is assigned full time duties as president of physicians clinic inc. Salary and benefits are included in allocations.”

“Individuals who have compensation from the organization or a related organization are employees of the respective organization. These individuals do not receive compensation for services on the board of directors.”

“The payroll system for physicians clinic is being handled by a common paymaster, nebraska methodist health system inc. All w-2 forms are issued under the tax identification number of nebraska methodist health system. All required federal employment tax returns were filed by nebraska methodist health system. Wages and benefits shown in the form 990 are actual wages associated with physicians clinic personnel.”

“Transfers from affiliates 24,197,285.”