Unmc Physicians (990)

“The board of directors of unmc physicians adopted a resolution which delegated certain authority over the governance of unmcp to an advisory board comprised of jeffrey gold, md, bradley britigan, md, rosanna morris, mogens bay, bruce grewcock, nancy keegan, james mcclurg, phd, charles burt, md, timothy kingston, md, debra romberger, md, and carl smith, md. The unmcp's board of directors retained the authority to issue non-operating debt, matters concerning its members, and commitments of unmcp's assets in excess of $500,000. The board also retained the right and authority to rescind or amend the resolution at any time. This resolution and the resulting creation of an advisory board is an interim step towards the combination of the nebraska medical center (tnmc), bellevue medical center (bmc) and unmcp to form an integrated clinical enterprise. Unmc physicians executive duties of president and ceo were assigned to brad britigan, md and william dinsmoor. William dinsmoor terminated his employment on march 3, 2015. He was replaced by interim ceo rosanna morris.”

“EFFECTIVE JULY 1, 2014, UNMCP AND THE NEBRASKA MEDICAL CENTER (TNMC) ENTERED INTO AN INTERIM CLINICAL ENTERPRISE INTEGRATION AND MANAGEMENT AGREEMENT (THE INTERIM AGREEMENT). THE CLINICAL ENTERPRISE IS DEFINED AS TNMC, AND UNMCP. UNDER THE TERMS OF THE AGREEMENT, UNMCP DESIGNATES TNMC AS ITS AGENT AND SERVICE PROVIDER TO PROVIDE MANAGEMENT SERVICES TO UNMCP AND TO FACILITATE THE FINANCIAL, OPERATIONAL, AND MANAGERIAL INTEGRATION OF THE CLINICAL ENTERPRISE EFFECTIVE JULY 1, 2014. DURING THE TERM OF THIS AGREEMENT, THE PARTIES WILL CONTINUE TO WORK TOWARDS FINALIZATION OF THE LEGAL INTEGRATION AND CREATION OF A PERMANENT GOVERNANCE STRUCTURE FOR THE CLINICAL ENTERPRISE. WITH THE INTERIM AGREEMENT, TNMC MANAGES THE DAY TO DAY FUNCTIONS FOR UNMCP INCLUDING CASH COLLECTIONS, PATIENT BILLINGS, ACCOUNTS PAYABLE AND OTHER SUPPORT FUNCTIONS. TNMC ASSUMED EMPLOYMENT FOR CERTAIN NON-PHYSICIAN STAFF AND CLINICAL EMPLOYEES AS OF DECEMBER 19, 2014. UNMCP CONTRACTED TO LEASE BACK CERTAIN CLINICAL STAFF AFTER THIS DATE TO SUPPORT THE CLINICAL ACTIVITIES. IN ADDITION, TNMC ASSUMED THE FUNDING FOR CERTAIN UNMC COLLEGE OF MEDICINE COSTS DURING 2015 and 2016, UNDER AN ACADEMIC PROGRAM FUNDING AGREEMENT. THESE COSTS HISTORICALLY WERE FUNDED BY UNMCP BY TRANSFERS TO UNMC AND THEN PARTIALLY REIMBURSED BY TNMC THROUGH THEIR CONTRACTS WITH UNMCP. THIS HAS FURTHER REDUCED THE OTHER CONTRACT REVENUE. TO THE EXTENT THAT THE COSTS AND EXPENSES ATTRIBUTABLE TO UNMCP EXCEED THE CASH RECEIPTS, TNMC IS RESPONSIBLE FOR THE DIFFERENCE AND THE AMOUNT IS SHOWN AS A CONTRIBUTION FROM TNMC ON THE FORM 990. FORM 990, PART III, LINE 3 Effective July 1, 2016, Nebraska Medicine, TNMC, the Board of Regents, Clarkson Regional Health Services, Inc. and UNMCP entered into a System Integration Agreement ("SIA") to replace the interim agreement and permanently integrate the business of TNMC and UNMCP into Nebraska Medicine. TNMC will temporarily become the sole corporate member of UNMCP and the operations of UNMCP and its subsidiaries will come within the ultimate control and governance of TNMC. When Nebraska Medicine receives its formal nonprofit tax status, it will be substituted as the sole member of UNMCP and will then operate both TNMC and UNMCP. UNMCP revised its bylaws and articles to reflect these changes. UNMCP will continue to operate its faculty practice group and continue to employ the physicians. In connection with the finalization of the SIA and permanent integration of UNMCP and TNMC into Nebraska Medicine, UNMCP entered into an agreement with the UNMC Science Research Fund ("SRF"), a supporting organization of UNMC to establish segregated accounts at SRF to receive selected assets and liabilities from UNMCP to support academic growth, development and research related activities of the clinical department of the college. As a part of this agreement, and a Fund Agreement between UNMCP and SRF, a significant portion of the assets and liabilities of UNMCP were transferred to the SRF on June 30, 2016 and did not remain within UNMCP and the Clinical Enterprise. The transfer totaling $108.7 million is reflected as a distribution to UNMC Science Research Fund in the statement of revenue, expenses, and changes in net position.”

“GOVERNANCE, MANAGEMENT, AND DISCLOSURE The Corporation's Bylaws and Articles of Incorporation provide that all full time, part time and volunteer faculty members of the University of Nebraska College of Medicine who provide professional clinical healthcare services and have a separate employment arrangement with the Corporation are deemed members of the Corporation. Each full time member is entitled to one vote on any matter submitted to a vote of the members.”

“Governance, management, and disclosure four director seats on the board of directors shall be filled by and elected by the full time members of the corporation.”

“Governance, management, and disclosure the board of regents of the university of nebraska (board of regents), is a public corporate body organized and existing under the constitution and laws of the state of nebraska. The corporation exists under the provisions of the medical service plan as adopted by the board of regents. Therefore, certain actions taken by the corporation require approval by the board of regents. In addition, certain matters taken up by the corporation's board of directors may require member approval.”

“Rosanna morris, mba, bsn, ne-bc president beaumont hospital, royal oaks 3601 w 13 mile road royal oak, mi 48073”

“Governance, management, and disclosure the form 990 is initially reviewed in detail by the finance committee of the board of directors, with executive management and independent tax specialists present to assist with the review. The committee's role is to thoroughly understand the form 990 contents and to report to the full board of directors the results of its review. The review with the full board of directors is conducted prior to the filing of the form 990 with the irs. The form 990 is sent to each director of the board one week prior to the board meeting at which the form 990 will be reviewed and reported upon by the committee.”

“Governance, management, and disclosure - conflicts of interest all covered persons are required to complete, on an annual basis (at a minimum), a conflict of interest questionnaire and attestation of compliance. Any covered person considering activity that could create an actual or potential conflict of interest must immediately disclose the nature of the conflict of interest including all material facts within the conflict of interest questionnaire and attestation of compliance. During the time period between annual attestations, covered persons are encouraged to seek counsel and advice from the chairman of the board of directors (chairman) or chief executive officer (ceo) should any questions arise as to whether or not personal activity or proposed activity would be considered a conflict of interest. Whenever there is reason to believe that an actual or potential conflict of interest exists between unmc physicians and a covered person, the following procedures for reviewing a potential conflict of interest shall be undertaken: 1. Conflicts involving board members or members of board committees - the chairman shall serve as the designated reviewing official and shall have responsibility (except when he/she is a covered person) to promptly bring the actual or potential conflict of interest to the attention of the board for action at the next regular meeting of the board, or during a special meeting called specifically to review the potential conflict of interest. When the chairman has an actual or potential conflict of interest, the ceo shall serve as the designated reviewing official. Conflicts involving board members or members of board committees a) the covered person shall have an opportunity and must be available to provide factual information about the actual or potential conflict of interest. B) the covered person shall not participate in any way in, or be present during, the deliberations and decision-making vote with respect to such actual or potential conflict of interest. C) the disinterested members of the board shall consider whether the terms of the actual or potential conflict of interest are fair and reasonable to unmc physicians and shall vote to determine final resolution. D) final resolution of the arrangement by the disinterested members of the board shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. A covered person shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of board members in attendance. 2. Conflicts involving ceo, cfo or coo - the chairman shall serve as the designated reviewing official and shall have responsibility to promptly bring the actual or potential conflict of interest to the attention of the board for action at the next regular meeting of the board, or during a special meeting called specifically to review the actual or potential conflict of interest. Conflicts involving ceo, cfo, coo a) the covered person shall have an opportunity and must be available to provide factual information about the actual or potential conflict of interest. B) the covered person shall not participate in any way in, or be present during, the deliberations and decision-making vote with respect to the actual or potential conflict of interest. C) the chairman shall bring actual or potential conflicts of interest to the attention of the board for action. Members of the board shall consider whether the terms of the actual or potential conflict of interest are fair and reasonable to unmc physicians and shall vote to determine final resolution. D) final resolution of the actual or potential conflict of interest by the disinterested members of the board shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. 3. Conflicts involving all other covered persons - the ceo shall serve as the designated reviewing official and shall be respo”

“Policies - compensation the compensation committee for accepting/revising/rejecting executive compensation is comprised of: 1. The chair of the board of directors of unmc physicians (board); 2. Vice chancellor for business and finance of the university of nebraska; 3. Two members who are not employees of unmc physicians. These two members shall be appointed by the committee chair and are subject to approval of board; and 4. Three board members, who are chairs of clinical departments. The compensation committee reviews all proposed compensation. 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. The compensation committee shall ensure, when reviewing and approving all compensation (subject to the compensation committee policy and procedure) that its review and approval qualifies for the rebuttable presumption of reasonableness under the intermediate sanctions regulations (26 c.f.r. 53.4958-6, as amended). To ensure such compliance, the compensation committee shall: 1. Ensure that no conflict of interest is present with compensation committee members present; 2. Receive and rely upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. Document the basis for its determination of reasonableness concurrently with making that determination. Such documentation shall include: a) the terms of the arrangement that was approved and the date it was approved; b) the members of the compensation 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 compensation committee and how such material was obtained; and d) the action(s) taken by the compensation committee. At the end of fiscal 2014, unmc physicians retained the services of an independent consultant to evaluate and make appropriate recommendations on executive compensation for fiscal year 2015.”

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

“Identification of related tax-exempt organizations university of nebraska medical center is a part of the university of nebraska governed by the board of regents. Rosanna morris and stephanie daubert are a full-time employees of the nebraska medical center and donate thier services as ceo & cfo, respectively, to unmc physicians as an affiliated 501(c)(3) organization.”

“Distribution to Noncontrolling Interest $(1,002,736)”