Unmc Physicians

“Mr. Bruce Grewcock and Mr. Mogens Bay - Business relationship, Dr. James T. Canedy, Ms. Stephanie Daubert, and Dr. Harris Frankel - Business relationship”

“Nebraska Medicine is the sole member of UNMCP.”

“Effective 2017, unmcp has one member, nebraska medicine, a nonprofit organization that has been recognized as exempt from tax under section 501(c)(3) of the internal revenue code. Unmcp's bylaws provide that the members of unmcp's board of directors shall be the same persons who serve as members of the board of directors of nebraska medicine. The unmcp board is comprised of 15 directors, specifically 11 voting directors and 4 ex-officio non-voting directors.”

“The following powers are reserved to unmcp's sole member, nebraska medicine: - amendment to unmcp's articles of incorporation; - a merger or consolidation of unmcp with or into any other entity; - sale, transfer, lease, disposition, or change in use of (a) more than 50% of the assets of the clinical operations or tnmc; or (b) such other assets as the tnmc board designates; - liquidation or dissolution of unmcp; or - approval of any amendment to the bylaws.”

“A copy of the form 990 was presented to the audit committee of the board of directors. In addition, the board of directors were provided a copy of the form 990 to review on the secured board portal called board effect before it was filed.”

“Each member of the board of directors, officers and key employees discloses annually that he/she is either an officer, director, member, owner, agent or associated in some manner with delineated business entities that either have or might reasonably be expected to have a business relationship with tnmc and unmcp. Each board member agrees to make conflicts known and withdraw from participation in deliberations if a subsequent conflict arises. Disclosure statements are distributed annually and monitored by the corporate compliance officer for completion. Any disclosed conflicts are brought to the attention of the chairman of the board for board members and officers or to the officers for key employees.”

“The executive and physician compensation committee of the UNMC Physician's Board of Directors is comprised of a chair (appointed by the Board of Directors), a vice chair, and not less than two (2) additional directors from the board, all of whom are determined by the board to be independent from the University of Nebraska Medical Center and Nebraska Medicine, which includes UNMC Physicians and the Nebraska Medical Center. The compensation committee is responsible for overseeing the performance and compensation of the CEO, assessing the appropriateness and reasonableness of the executive compensation and benefit programs, and monitoring compensation programs with senior executives and physicians to confirm compliance with regulations and business need. The committee reviews all proposed compensation for senior executives and physicians, including the CEO. All compensation submitted for review must be supported by appropriate documentation, including, but not limited to, comparability data (I.E., Association of American Medical Colleges (AAMC)) relevant for the occupation and corporation position. This data is compared to similarly situated AAMC organizations of comparable revenue. The executive compensation data is provided by an independent compensation consulting firm hired by the committee, and this firm reports directly to the committee. The committee ensures that its review and approval qualify for the rebuttable presumption of reasonableness under the intermediate sanction's regulations (26 C.F.R. 53.4958-6, as amended). To ensure such compliance, the committee: 1. Ensures committee members are free from any relationships or conflicts of interest that may impair, or appear to impair, a committee member's ability to make independent judgements; 2. Receives and relies upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. Documents the basis for its determination of reasonableness concurrently with making that determination. Such documentation includes: A) The terms of the arrangement that was approved and the date it was approved; B) The members of the committee who were present and those who voted on it (quorum is required for any approval); C) The comparability data obtained and relied upon by the committee and how such material was obtained; and D) The action(s) taken by the committee. All compensation and benefits for the CEO are reviewed and recommended by the committee to the Board of Directors for final approval.”

“The executive and physician compensation committee of the UNMC Physician's Board of Directors is comprised of a chair (appointed by the Board of Directors), a vice chair, and not less than two (2) additional directors from the board, all of whom are determined by the board to be independent from the University of Nebraska Medical Center and Nebraska Medicine, which includes UNMC Physicians and the Nebraska Medical Center. The compensation committee is responsible for assessing the appropriateness and reasonableness of the executive compensation and benefit programs and monitoring compensation programs with senior executives and physicians to confirm compliance with regulations and business need. The committee reviews all proposed compensation for senior executives and physicians. All compensation submitted for review must be supported by appropriate documentation, including, but not limited to, comparability data (I.E., Association of American Medical Colleges (AAMC)) relevant for the occupation and corporation position. This data is compared to similarly situated AAMC organizations of comparable revenue. The executive compensation data is provided by an independent compensation consulting firm hired by the committee, and this firm reports directly to the committee. The committee ensures that its review and approval qualify for the rebuttable presumption of reasonableness under the intermediate sanction's regulations (26 C.F.R. 53.4958-6, as amended). To ensure such compliance, the committee: 1. Ensures committee members are free from any relationships or conflicts of interest that may impair, or appear to impair, a committee member's ability to make independent judgements; 2. Receives and relies upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. Documents the basis for its determination of reasonableness concurrently with making that determination. Such documentation includes: A) The terms of the arrangement that was approved and the date it was approved; B) The members of the committee who were present and those who voted on it (quorum is required for any approval); C) The comparability data obtained and relied upon by the committee and how such material was obtained; and D) The action(s) taken by the committee.”

“Governing documents, conflict of interest policy, and audited financial statements are available to the public upon request in the administration offices.”

“The Nebraska Medical Center issues the Form 1099's on behalf of UNMC Physicians (UNMCP) and the expenses are paid by UNMCP through The Nebraska Medical Center (TNMC) acting as their pay agent.”