Unmc Physicians (990)

“EFFECTIVE JULY 1, 2016, UNMCP AND TNMC ENTERED INTO A MANAGEMENT AGREEMENT. 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 NEBRASKA MEDICINE. EFFECTIVE JULY 1, 2016, THE HEALTH CARE OPERATIONS OF UNMCP, TNMC, AND BELLEVUE MEDICAL CENTER (BMC) WERE LEGALLY INTEGRATED AND MADE PART OF THE NEBRASKA MEDICINE HEALTH SYSTEM. WITH THE MANAGEMENT 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. THE LEASED CLINICAL STAFF IS SHOWN AS CONTRACTED SERVICES ON THE FORM 990. IN ADDITION, TNMC ASSUMED THE FUNDING FOR CERTAIN UNMC COLLEGE OF MEDICINE COSTS DURING 2015, 2016, AND 2017, 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 VI, Line 4 Since its establishment, UNMCP has been controlled by its physician membership. Effective July 1, 2016, UNMCP, along with TNMC, the Board of Regents of the University of Nebraska (BOR), Clarkson Regional Health Services, Inc. (CRHS), and a newly created entity, Nebraska Medicine, entered into a System Integration Agreement (SIA). TNMC and CRHS have both been recognized as exempt from tax under section 501(c)(3) of the Internal Revenue Code (IRC). The BOR is a publicly-funded university. As part of UNMCPs gradual transition to the Nebraska Medicine System, effective July 1, 2016, its articles of incorporation and bylaws were significantly amended to provide the following: 1. UNMCPs purposes have been changed to provide that it shall be organized and operated exclusively for charitable, educational and scientific purposes, specifically to support and operate for the benefit of TNMC, the BOR, and other publicly supported organizations that are closely related in purpose of function to TNMC. UNMCP shall continue to operate as a faculty practice plan and provide medical care services to the public. 2. Until such time as the Nebraska Medicine member substitution occurs, UNMCP shall have one member, TNMC, which will retain the reserved power to amend UNMCPs articles and bylaws, and approve any merger, consolidation, dissolution, or sale of more than 50% of its assets. 3. Upon its dissolution, UNMCPs assets will be distributed to its member, provided it continues to qualify as exempt from tax under IRC section 501(c)(3). 4. UNMCP's Board shall be composed of the same persons serving on the board of its sole member (currently TNMC). 5. Except for those matters requiring a super-majority vote of at least 70% of eligible directors, Actions by the board shall be approved upon a 60% majority vote.”

“Governance, management, and disclosure effective july 1, 2016, unmcp, tnmc, nebraska medicine, crhs, and bor entered into the sia to formalize the governance and management structure of the health system known as nebraska medicine. The interim clinical enterprise integration and management agreement previously entered into by the parties effective july 1, 2014, was terminated upon execution of the sia. Under the sia, as of july 1, 2016, tnmc became the sole corporate member of unmcp. Tnmc has two corporate members, crhs and bor, each with 50% interest. Under the sia, it is agreed that at a future date, nebraska medicine will be substituted as the sole member of unmcp and tnmc. Nebraska medicine has the same two corporate members as tnmc, crhs and bor.”

“GOVERNANCE, MANAGEMENT, AND DISCLOSURE The Board of Directors of the Corporation shall be the same as the Board of Directors of the Member. If at any time the Board of Directors of the Member cannot be identical to the Board of Directors of the Corporation, the Board of Directors of the Corporation shall be selected by the Board of Directors of the Member.”

“Governance, management, and disclosure is comprised of eleven voting directors of which the composition of the board of directors of unmc physicians is the same as the board of directors of the nebraska medical center and newly formed nebraska medicine. Unmcp is party to a sia dated july 1, 2016, which establishes the structure of the integrated health system that includes unmcp, tnmc, and nebraska medicine. Under the sia, tnmc became the sole member of unmcp effective july 1, 2016. It is anticipated that, pursuant to the sia, at a future date, nebraska medicine will become the sole member of unmcp and tnmc.”

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

“Governance, management, and disclosure 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.”

“Monitoring and enforcement of board independence 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.”

“Policies - compensation the executive and physician compensation committee of the unmc physicians 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 appopriateness 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 physicians and senior executives 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. Such 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 are reported directly to the committee. The committee ensures 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 committee: 1. Ensures committee members are free from any relationships or conflicts of interest that may impair, or appear to impair, a committee members ability to make independent judgments; 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.”

“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.”

“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. Form 990, Part VI, Line 2 MR. BRUCE GREWCOCK AND MR. MOGENS BAY HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP). DR. JAMES T. CANEDY, MS. STEPHANIE DAUBERT AND MR. LOUIS BURGHER HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP, CLARKSON REGIONAL HEALTH SERVICES). DR. JAMES T. CANEDY AND MS. STEPHANIE DAUBERT HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP, NEBRASKA HEALTH PARTNERS). DR. JAMES T. CANEDY AND MS. ROSANNA MORRIS HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP, CLARKSON COLLEGE). DR. JAMES T. CANEDY, MS. ROSANNA MORRIS, MR. BRAD BRITIGAN AND MS. STEPHANIE DAUBERT HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP, NEBRASKA HEALTH NETWORK). DR. JAMES T. CANEDY AND MS. STEPHANIE DAUBERT HAVE A BUSINESS RELATIONSHIP (THROUGH BOARD OF DIRECTORS RELATIONSHIP, NEBRASKA ORTHOPAEDIC HOSPITAL).”

“URO HD LLC Adjustment (868,967) Minority Interest (1,169,175) TRANSFER HD LLC STOCK (347,969) Adjust year-end note in SRF 954,991 ------------ Total (1,431,120)”