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 children's hospital & medical center (chmc) designee. Notwithstanding anything in these bylaws to the contrary, the consent of the member, acting through the chmc 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 these 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 these 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 children's hospital & medical center board of directors via the boardvantage board portal prior to filing with the irs. A complete copy of the form 990, including part vii and schedule j - compensation information, is reviewed with the compensation & human resources committee of the children's hospital & medical center board of directors at its november meeting.”

“Children's physicians has a conflict of interest policy which exists to identify and ethically resolve conflicts of interest which may exist on the part of directors, officers, and members of committees as required by standards promulgated by the joint commission, the internal revenue code and treasury regulations governing tax-exempt organizations, requirements placed upon providers by medicare and medicaid program regulations, and state law. An officer, director, or committee member will be deemed to have a potential conflict of interest in a contract or transaction if he or she, or a family member, is a party (or one of the parties) contracting or dealing with children's physicians, or if he or she, or a family member, is a director, officer, or general partner in, or has a financial interest in, the entity contracting or dealing with children's physicians. Any potential conflict of interest should be disclosed to the board of directors and made a matter of record whenever it arises, or whenever it involves a matter of board action. Any officer, director, or committee member having a possible conflict of interest in any matter should not vote or use his or her personal influence on the matter. Transactions involving persons with conflicts must be approved in advance by a majority of disinterested directors. Disinterested directors are those directors having no direct or indirect interest in the issue or transaction. In order to approve an arrangement or transaction involving conflicts of interest, the board must first find, by majority vote of disinterested directors, at a meeting at which a quorum is present, that the arrangement is in children's physicians' best interest, is fair and reasonable to children's physicians and that, after reasonable investigation, the disinterested directors have determined that a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under the circumstances. All officers, directors and committee members are required to review the conflict of interest policy and complete a conflict of interest questionnaire upon initially joining the boards of directors and annually thereafter. The governance committee of children's hospital & medical center's board of directors shall serve as the conflict review committee.”

“Each year, an independent company conducts a market analysis of compensation to substantiate the compensation of executives and physicians. 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 appropriateness 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.”