Bryan Hospital Kearney

“Many of the persons listed in part vii, section a, have a business relationship with each other by virtue of their employment by a bryan health entity.”

“The executive committee shall consist of the chairperson, secretary and treasurer of the board. The executive committee shall have and may exercise all of the authority and powers of the board when the board is not in session. Except that the executive committee shall not have the power to: (a) elect, appoint, or remove any member of the executive committee or any trustee or officers of the corporation; (b) amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by the executive committee. The designation and appointment of an executive committee and the delegation thereto of authority shall not operate to relieve the board, or any individual trustee, of any responsibility imposed upon it or him/her by law.”

“As stated in the corporation's organizing documents, the sole corporate member of the organization is bryan health. Bryan health has the rights under the organizing documents to: (1) approve significant decisions of the organization's governing body, (2) elect the members of the governing body, and (3) receive any remaining assets after dissolution of the organization.”

“Bryan health as sole corporate member of the organization, has the right under the organizing documents to remove any trustee from office at any time, with or without cause by a vote of at least two thirds (2/3) of all the voting trustees of bryan health.”

“Bryan health is the sole member of bryan hospital kearney dba kearney regional medical center ("krmc"). Pursuant to the governing documents, the board of krmc may manage the affairs of the corporation. However, the board may not, without the prior approval of the health system: (a) adopt any long-term capital or operational budget; (b) adopt any changes in any annual or long-term capital budget or operational expense budget exceeding $5,000,000 in any single transaction or $10,000,000 in any corporation fiscal year; (c) adopt substantive changes to existing long-term or master institutional plans of the corporation; (d) amend the articles of incorporation or bylaws of the corporation; (e) engage in or enter into any transaction or transactions providing for the transfer, sale or other disposition of capital assets in any single transaction of $5,000,000 or a total of $10,000,000 in any corporation fiscal year; (f) organize or acquire, or authorize the organization of acquisition of any interest in, as allowed by the code, of any corporation, association, limited liability company, partnership, trust, shared service arrangement, joint venture or other entity, directly or indirectly, where the capital expenditures or operating expenses by the corporation in connection with such organization or acquisition in any single transaction exceeds $5,000,000 or a total of $10,000,000 in any corporation fiscal year; (g) incur any indebtedness or incur a mortgage or lien of any kind or nature on assets of the corporation where the borrowing or indebtedness exceeds $5,000,000 in any single transaction or a total of $10,000,000 in any corporation fiscal year; (h) elect or appoint trustees or the corporation; (i) appoint or terminate the president/chief executive officer of the corporation; (j) purchase insurance coverage for the corporation and its operations; (k) select the auditor to perform the annual audit of the books and records of the corporations, or: (l) take any other actions which may be inconsistent with the system's tax-exempt purpose or its goals and objectives related to improving the health of the communities it serves by providing evidence-based medical care backed by the highest medical ethics and displaying prudent stewardship of resources.”

“This 990 was prepared by bryan health's tax division. During the return preparation process, the tax division works diligently with other departments including human resources, finance, legal, and advancement to gather information to complete the form 990 and attached schedules in an accurate and thorough manner. This 990 was reviewed by the chief executive officer, chief financial officer, and other key officers of bryan health. This 990 was also reviewed by an independent accounting firm. Bryan health's board of trustees has delegated the review of the form 990 to the board's audit committee. Each member of the audit committee has the opportunity to review a complete copy of this form 990 prior to filing the form with the internal revenue service.”

“Kearney regional medical center has adopted a written conflict of interest policy that is monitored and enforced by the governance committee of the board of trustees of bryan health. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaire requires each covered person to sign a statement certifying that he/she: (1) has reported information that is correct and complete to the best of their knowledge, (2) has read the conflict of interest and understands the policy, and (3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive a complete and accurate responses from all persons. Failure to complete the questionnaire can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interest policy has restrictions for any board member with a conflict of interest.”

“Bryan health's board of trustees believes compensation for the senior management team must reflect the complexities of leading and managing a multi-hospital health system that provides services throughout much of the state. Recognizing that its leaders are responsible for the quality of care, patient services and overall financial health of one of the largest private employers in lincoln/lancaster county. Bryan health's board has established a compensation plan that matches this level of responsibility. This plan, known as the senior managment compensation philosophy is reviewed at least annually by bryan health's compensation committee. This compensation philosophy targets base salary for senior managers at the 50th percentile of the market. The compensation committee is appointed by bryan health's board of trustees and is made up of independent community leaders who all serve voluntarily, and who must adhere to a stringent conflict of interest policy. Executive compensation is determined and reviewed pursuant to guidelines outlined in the intermediate sanction rules under irc section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under treasury regulation section 53.4958-6. The compensation committee conducts a comprehensive annual review of all compensation provided by the organization to the senior management team. This review is conducted by the committee by utilizing national salary surveys, conducted by independent external firms. Compensation for senior managers is compared to compensation of senior managers at like institutions across the u.s. To determine that the value of compensation provided is reasonable and at fair market value. The compensation committee also works directly with an external independent compensation consultant to review the reasonableness of total compensation provided to the senior managment team, and to assure that the total compensation paid conforms to the overall compensation philosophy, the compensation consultant provides written opinions to the compensation committee that assesses the reasonableness of the total executive compensation paid to senior managers. The annual compensation review procedure was completed by the compensation committee on march 21, 2024. All decisions of the compensation committee are contemporaneously documented in the compensation committee minutes which are timely reviewed and approved by the committee.”

“See form 990, part vi, section b, line 15a.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”

“SERVICE CONTRACTS - Total Expense: 2468344, Program Service Expense: 2359428, Management and General Expenses: 108916, Fundraising Expenses: ; RECRUTING - Total Expense: 507438, Program Service Expense: 485047, Management and General Expenses: 22391, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 2454074, Program Service Expense: 2343334, Management and General Expenses: 110740, Fundraising Expenses: ; MISCELLANEOUS FEES - Total Expense: 6050016, Program Service Expense: 5695667, Management and General Expenses: 354349, Fundraising Expenses: ; CONTRACT LABOR - Total Expense: 10038643, Program Service Expense: 9815986, Management and General Expenses: 222657, Fundraising Expenses: ; PHYSICIAN SERVICES - Total Expense: 31666187, Program Service Expense: 31666187, Management and General Expenses: , Fundraising Expenses: ;”