The Physician Network

“Pursuant to section 8.6 of the bylaws of the physician network, the executive committee is composed of the board chair, the board vice chair, the president and ceo, the secretary and the treasurer of the corporation, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“The sole member of the organization is chi nebraska, a nebraska non-profit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is chi nebraska. Pursuant to section 5.4 of the organization's bylaws, both chi nebraska and catholic health initiatives ("chi") (chi nebraska's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the chi nebraska board: * approve members of the physician network board * amendment of the corporate documents of the physician network * approve removal of a member of the governing body of the physician network * adoption of long range and strategic plans for the physician network the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: * substantial change in the mission or philosophy of the physician network * removal of a member of the governing body of the physician network * approval of issuance of debt by the physician network * approval of participation of the physician network in a joint venture * approval of formation of a new corporation by the physician network * approval of a merger involving the physician network * approval of the sale of all or substantially all of the assets of the physician network * to require the transfer of assets by the physician network to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5.2 of the organization's bylaws, chi nebraska or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The cfo receives the form 990 from the chi tax department and reviews the return with the ceo. The reviewed return is e-mailed to the full board. The board then reviews and submits questions to the board appointed committee for review with the cfo. Subsequent to the board appointed committee review the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The physician network ("tpn") had in effect for fy 2014 a conflict of interest policy covering all directors and officers holding the title of vice president or above. The policy places on each director a general obligation to disclose to the chair of the board of directors any situation that may create a conflict as soon as they become aware of such situation. Covered officers must make such disclosures to the president and ceo of tpn who has a duty to report such situations to the board chair. If any doubt exists, directors and covered officers are required to make a full disclosure to permit an impartial and objective determination. The policy requires written record of all disclosures. Additionally, all directors and covered officers are required to, at least annually, complete, sign and submit a conflict of interest disclosure statement. The president and ceo review these statements with the board chair. The board chair or a designee conducts further investigation of conflicts of interest disclosures at their discretion. Based upon the review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict exists and whether review, an approval, or other action by the board is required. A written record of the board chair's determination is kept. The board chair then makes a report to the executive committee of the board. Differences of opinion between the board chair and another officer or director as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board of directors review and approval or other action is required are submitted to the executive committee to make a final determination as to the matter. The committee minutes are maintained to reflect the determination including all relevant facts and circumstances and then the matter is reported to the board of directors. A director or officer is prohibited from voting or using his or her personal influence on the matter under consideration. Further, they are to be excused from the meeting during the discussion and vote on the conflict of interest.”

“Compensation for the top management official was established and paid by franciscan health system (fhs), a related organization. Fhs used the following to establish the top management official's compensation: (1) compensation committee; (2) independent compensation consultant; (3) written employment contracts; (4) compensation survey or study; (5) approval by the board or compensation committee”

“Compensation for the other officers and key employees of the physician network was established by the nebraska system ceo and human resources director using the following methods to establish the compensation: (1) compensation surveys or studies (2) independent compensation consultant and (3) approval by the board compensation committee.”

“The organization's governing documents and conflict of interest policy are available upon request. The physician network's financial statements are included in the catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org or at www.dacbond.com.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Organization's mission, vision, and tax-exempt purpose the mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization. The physician network was founded to provide physician services for the community. As a member of catholic health initiatives, we embrace the mission of a healthy community and to provide quality care for those in need. The physician network operates, staffs, and maintains 12 primary care clinics, 31 different specialties, which includes 65 clinics, and 4 physical therapy clinics that increase the availability and enhance the quality of medical services provided to the lincoln, grand island, and kearney communities. During fiscal year 2014, these clinics had 614,793 provider encounters. The organization also provides and maintains the availability of qualified physicians and physician extenders necessary to provide urgent and emergency care services at hospitals and emergent care facilities. The 24 hour emergency rooms (located in lincoln, nebraska city, grand island, and kearney) are open 365 days per year. They participate in medicare and medicaid and have an active charity care program. During fiscal year 2014, the lincoln, nebraska city, grand island, and kearney sites had 78,139 provider encounters. The three urgent care centers are located in lincoln, nebraska. They provide quality care for extended hours to patients, with or without a primary care physician. They participate in medicare and have an active charity care program. During fiscal year 2014, these centers had 36,749 encounters. The physician network was founded and granted tax exempt status in 1994. The board of directors is comprised of officers from chi nebraska, a related organization, as well as independent community representatives from the served communities. Community benefit approach the physician network's central office and 10 primary care clinics are located in lincoln, nebraska, a city with a population of approximately 265,000. We serve lancaster county, nebraska, and the surrounding states of iowa, kansas, and missouri. We also provide primary and specialty services in grand island, kearney, columbus, north platte, and hastings, nebraska. The physician network participates in governmental programs (such as medicare and medicaid), and has an active charity care program. The physician network provides support to people's health center, which serves a community that is composed of poor and unemployed households. The physician network provides physicians for the hospitalist, neonatology, pediatric cardiology, radiation therapy, anesthesia, and palliative care programs at chi nebraska affiliated hospitals. Quantitative description of community benefit summary fiscal year 2014: community benefit for the poor cost of charity care provided - $1,937,103 unpaid costs of public programs, medicaid and other indigent care programs - $5,812,558 other community benefit provided to the poor - $30,000 unpaid costs of medicare - $36,749,895 total community benefit including the unpaid costs of medicare: $44,529,556 the physician network encourages our associates to living out o”