Arkansas Children'S Northwest Inc

“The following board members had a business relationship during the fiscal year: harry c. Erwin, barbara tyson, and noel white. The following board members also had a business relationship during the fiscal year: gary george, steve stafford, and john roberts. The following officers had a business relationship during the fiscal year: marcella doderer and gena wingfield. Both served on the boards of the children's healthcare system and sacova insurance company, ltd., which are affiliated companies.”

“Acnw's chief of medical staff (cms) position is held by robert saylors, m.d., who holds a faculty appointment at the university of arkansas for medical sciences, college of medicine. Although dr. Saylors is an employee of uams, as cms, he is also a designated member of the acnw board of directors. As a uams employee, the hospital system reimburses uams for his role and services rendered to both acnw and ach.”

“The sole member of acnw is arkansas children's, inc., an arkansas nonprofit public benefit corporation (the "sole member").”

“Arkansas children's, inc., acnw's sole member, has the reserved power to fix the size of the board of directors, and the governing board of any affiliate controlled by the corporation, and appoint and remove, with or without cause, the directors of the corporation, and members of the governing board of any affiliate controlled by the corporation.”

“Acnw's articles of incorporation may be amended, and the bylaws may be altered, amended, or repealed and new bylaws may be adopted: (i) upon the approval of both the board and the sole member, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; or (ii) by the member.”

“The draft form 990, which is reconciled to the arkansas children's northwest (acnw) internal financial statements and the arkansas children's, inc. Consolidated audit report, is initially reviewed in detail with the evp/chief operating officer of arkansas children's, inc. And the svp/chief administrator of acnw. The draft is also reviewed in detail with the vp of financial operations of arkansas children's, inc. If the review by acnw's management results in revisions to the draft form 990, those revisions are made, and the form 990 to be filed is provided to the acnw board of directors prior to the return being filed.”

“Arkansas children's, inc. (the parent) has a board of directors conflict of interest policy that is issued to and reviewed with all new board members during their board orientation. In addition, the internal general counsel or the system compliance officer will periodically review the policy with the full board during a regular board meeting. A director shall disclose in writing to the board of directors any actual or potential conflict of interest when the situation develops, including the facts that make it an actual or potential conflict. Each director shall sign an initial conflict of interest disclosure statement upon election to the board of directors. Each director also shall sign an annual conflict of interest disclosure statement. If an actual or potential conflict of interest develops after the director's initial and annual statements are signed, the director shall immediately sign a new disclosure statement to address the new situation or transaction. Conflict of interest disclosure statements or declared conflicts will be reviewed by the director board officers. Review will result in one of the following actions by majority vote: (1) determined not to be a conflict; (2) conflict is accepted; or (3) conflict is not accepted and the director will need to abstain from participation in certain votes. Conflict disclosures, facts and actions will be documented in the appropriate committee or board minutes. A director with a conflict of interest will not participate in deliberations or vote by the board of directors, or committee thereof, on the matter giving rise to the conflict. He or she may present relevant information about the matter and also may respond to requests for facts needed by the board to reach an informed decision. After any discussion, the interested director shall either abstain from vote or recuse completely and be absent during further deliberations and action on the matter, as determined by the director board officers of the entity.”

“Compensation for any acnw executive or senior officer (president; executive vice president; senior vice president) who is not a contracted uams employee is reviewed by the arkansas children's human resources and compensation committee which is established through the bylaws of arkansas children's, inc. The committee has the full authority and specific responsibility for reviewing and approving executive compensation practices as it relates to base salary, incentive compensation and total remuneration targets. The committee has specific responsibility for determining compensation for the health system president/ceo and for approval of recommendations made by the ceo for positions deemed as "disqualified persons" under section 4958 of the code. The policies and programs reviewed and approved by the committee shall be designed to ensure that the corporation and its affiliates remain competitive and reasonable relative to the compensation and total remuneration of similarly situated health systems locally and nationally, and to permit the corporation and such affiliates to attract and retain superior executives in furtherance of the corporation's and affiliates purposes. In its process, the committee shall obtain and must rely upon appropriate data as to comparability prior to making its determination of reasonableness with respect to the compensation arrangements of disqualified persons. Appropriate data includes, but is not limited to, compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions, current compensation surveys compiled by independent firms; the committee may rely upon opinions of qualified legal, accounting, valuation and executive compensation experts. Contemporaneously with making its determination of reasonableness with respect to the compensation arrangement of the ceo and disqualified persons, the committee shall document in its minutes the basis for its decisions. A verbal report is provided to the board by the chair of the committee. Minutes are available for review upon board member request to the board chair.”

“The form 990 for arkansas children's northwest is available to the public upon request.”

“Arkansas children's northwest's governing documents, conflict of interest policy, and financial statements are available to the public upon request as required.”

“Physician remuneration: program service expenses 12,183,098. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,183,098. Referred testing: program service expenses 1,350,801. Management and general expenses 5,983. Fundraising expenses 0. Total expenses 1,356,784. Repairs and maintenance: program service expenses 971,743. Management and general expenses 529,115. Fundraising expenses 0. Total expenses 1,500,858. Other fees for services: program service expenses -66,017. Management and general expenses 1,987,798. Fundraising expenses 0. Total expenses 1,921,781.”

“It is part of the reserved powers of arkansas children's, inc. To retain, oversee and terminate independent external auditors to audit the financial statements of ach or of any affiliate. One of the standing committees of arkansas children's, the financial planning and oversight committee, shall undertake the following duties in the areas of finance and audits: (i) causing to be prepared, and submit to the board of directors at its last meeting before the end of the fiscal year, the capital and operating budgets of the corporation, as well as the capital and operating budgets of affiliates; (ii) examining the monthly financial reports of the health system; (iii) reviewing the internal auditing functions of the health system; (iv) engaging an external audit firm, subject to approval by the board of directors; (v) reviewing with the independent auditor the scope and planning of the audit prior to the commencement of the audit, as well as upon completion of the audit, reviewing and discussing with the independent auditor any material risks or weaknesses in internal controls identified by the auditor, any restrictions on the scope of the auditor's activities or access to requested information, any significant disagreements between the auditor and management, and the adequacy of the health system's accounting and financial reporting processes; (vi) annually considering the performance and independence of the independent auditor; (vii) reviewing and reporting to the board on the annual audited financial statement of the health system certified by the corporation's certified public accountants, together with such certified public accountants' management letter to the corporation which the committee shall review and report on to the board of directors; (viii) suggesting means to improve fiscal accountability and internal audit procedures for those areas identified as requiring improvement; (ix) providing oversight for the health system's corporate compliance program, including corporate ethics and compliance with legal and regulatory requirements; and (x) reporting on the financial planning and oversight committee's activities to the full board.”