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 commonspirit health (chi nebraska's sole corporate member) have reserved powers as outlined in the commonspirit health 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 commonspirit health board directly or through powers delegated to the commonspirit health 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 commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, chi nebraska or commonspirit health 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.”

“Following the preparation of the form 990 by tax analysts of commonspirit health, a related organization, the return is reviewed by the commonspirit health tax director and the local chief financial officer. Additionally, the board of directors are provided the final form 990 and related schedules to review and are able to ask the chief financial officer and tax director questions prior to filing with the irs. Upon chief financial officer approval and signature, the tax analyst files the final form 990 as presented to the board and finance committee, making any non-substantive changes necessary in order to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Commonspirit's physician compensation services group (pcsg) is responsible for developing commonspirit's physician compensation guidelines (guidelines). The guidelines include: - general provider compensation considerations - recommended practices in provider compensation - documenting fair market value and when an external fair market value opinion is required - documenting when a compliance review or other reviews are necessary - provider work productivity parameters and expectations in addition, the guidelines include standard physician transaction parameters (parameters) that define criteria for standard physician transactions. The approval process required for a physician transaction will depend on whether the physician transaction fits within these parameters. A corporate responsibility program contracts administration team member (crp cat) will conduct the initial review of a physician transaction. The crp cat review includes, but is not limited to, the need for the arrangement, all remuneration involved, the compensation structure of the arrangement, and any documentation of fair market value and commercial reasonableness (when required under the guidelines). The crp cat shall also determine if the physician transaction is a standard transaction (fits entirely within the parameters) or a non-standard transaction requiring review by the physician transaction advisory group (ptag). If required, the purpose of ptag review shall be to evaluate whether compensation to be paid by the commonspirit entity to the physician under the transaction is supported by documentation of fair market value and commercial reasonableness that satisfies the requirements of applicable commonspirit policies and to identify whether further compliance review is required. Acquiring fair market value and commercial reasonableness opinions from external, third-party valuation firms is encouraged in appropriate situations. In some situations, ptag requires external opinions. The value of the contract governs approval authority level. Approval by the svp of operations and the commonspirit health chief operating officer, for example, may be required when appropriate. All physician contracts, whether standard physician transactions or non-standard physician transactions, must be reviewed by the crp cat upon renewal and at least every three years, unless an earlier review is specified by the ptag when the physician transaction is initially entered.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by the physician network. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of the physician network are reported to the irs.”