Children'S Physicians

“Children's physicians' has a single corporate member, children's hospital & medical center.”

“Children's physicians' has a single corporate member, children's hospital & medical center.”

“Reserved powers of member. Notwithstanding anything in the bylaws to the contrary, the consent of the member, acting through the hospital designee, shall be required to approve the following actions: i. Election and removal of directors. In accordance with these bylaws, the member shall have the power to appoint certain directors of the corporation under article iv, section 1, and remove certain directors of the corporation under article iv, section 11. The member shall also have the right to approve the person creighton university wishes to appoint to the board as the creighton appointed director. Ii. Appointment and removal of corporation administrative leader. In accordance with the bylaws, the hospital designee shall have the power to appoint and remove the person designated as the administrative leader of the corporation. Iii. Approval of certain actions. The following actions of the corporation must be approved by the hospital designee: (1) adoption and adjustment of the corporation's annual budget, capital expenditures budget, mission statement, operating plan, and long-range plan; (2) incurrence or assumption of debt (other than trade payables); (3) adoption of compensation plans; (4) any distributions of capital or net earnings of the corporation; (5) changes to the articles of incorporation or bylaws; (6) any action required to be submitted to and approved by the voting members of a nonprofit corporation pursuant to the nebraska nonprofit corporation act; (7) reorganization and transfer of assets outside of the ordinary course of business; (8) establishment of a subsidiary or participation as a shareholder, partner, or member of any other entity; and (9) admission of new members.”

“A complete copy of the form 990, excluding part vii and schedule j - compensation information, is made available to the hospital board of directors via the directors desk board portal prior to filing with the irs. A copy of the form 990, including part vii and schedule j - compensation information, is reviewed with the compensation & human resources committee of the hospital's board of directors at its november meeting.”

“The conflict of interest policy applies to any person in a position to exercise influence in connection with any contract, transaction or arrangement presented to the board of directors or a board committee for approval (interested person). This includes, but is not limited to, any director, officer, or member of a committee with board-designated powers. Each interested person has the obligation to annually submit a completed conflict of interest questionnaire and has a continuing obligation to disclose any potential conflict of interest promptly. Each interested person signs annually an acknowledgment that states that the interested person has received, read and understands the conflict of interest policy, agrees to comply with the policy; understands that the policy applies to the board of directors and committees; understands that children's physicians is a not-for-profit organization that must engage primarily in exempt activities; agrees to report to the general counsel or the board chair any change to matters previously disclosed on the conflict of interest questionnaire; states that the information provided in the conflict of interest questionnaire is true and accurate to the best of his/her knowledge and belief. The general counsel reviews each completed conflict of interest questionnaire to determine if investigation of any potential conflict is necessary. When a potential conflict is voluntarily identified by an interested person or through disclosure by another person, the remaining board/committee members review the matter and determine whether a conflict of interest exists. Only disinterested board/committee members may vote to determine whether a conflict exists. The interested person in question cannot be present during the vote. If a conflict of interest exists, the disinterested board/committee members determine whether a more advantageous contract, transaction or arrangement should be obtained. When considering whether to enter into the proposed contract, transaction, or arrangement, only disinterested board/committee members can vote to determine if it is in the best interest of children's physicians and for children's physicians own benefit. The interested person may be required to leave the room when the matter is voted on. Only disinterested board/committee members may vote on the matter. Failure to comply with the conflict of interest policy may result in removal from the board.”

“Each year, an independent company conducts a market analysis of compensation, to substantiate the compensation of executive and physician compensation. This information is presented to the compensation committee of the hospital board of directors. The independent company issues an annual reasonableness opinion letter regarding the apporpriateness of executive and physician pay levels. The hospital board of directors receives a report from the committee.”

“Governing documents and conflict of interest policy are not available to the public. Children's hospital & medical center and affiliates audited financial statements can be obtained in administration.”

“Children's physicians is supported by capital transfers from its parent children's hospital & medical center as it is an integral part of the organization. The negative fund balance at year-end was based upon an estimate of required funding.”