Banner -University Medical Group

“ON JANUARY 17, 2018, BANNER HEALTH, THE PARENT OF BANNERUNIVERSITY mEDICAL GROUP, ADOPTED THE FOURTH AMENDMENT TO THE ACADEMIC AFFILIATION aGREEMENT DATED FEBRUARY 28, 2015 WITH THE ARIZONA BOARD OF REGENTS. THE ACADEMIC AFFILIATION AGREEMENT ESTABLISHES THE MEMBERSHIP OF THE ACADEMIC MANAGEMENT COUNCIL (AMC). THE AMC ACTS AS THE BOARD OF DIRECTORS OF BANNERUNIVERSITY MEDICAL GROUP. THE FOURTH AMENDENT WERE AMENDED AS FOLLOWS: 1) CHANGED THE NUMBER OF MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) FROM SEVEN MEMBERS TO EIGHT MEMBERS. 2)IT ALSO CHANGED THE NUMBER OF MEMBERS APPOINTED BY BANNER HEALTH FROM THREE TO FOUR. FORM 990, PART VI, LINE 6 BANNER - UNIVERSITY MEDICAL GROUP'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE.”

“The directors of banner - university medical group (bumg) are those individuals serving as members of the academic management council (amc) pursuant to the academic affiliation agreement dated february 28, 2015 between banner health (bh) and the arizona board of regents on behalf of the university of arizona. Amc members are appointed by the university of arizona and bh, bumgs sole corporate member.”

“As the sole corporate member, banner health reserves the power to make or approve decisions of the corporation as granted in the bylaws subject to specific powers of the academic management council.”

“The 990 is reviewed by banner health's legal department, tax department, internal audit department and certain banner - university medical group officers. A meeting is held with the tax preparer and a line-by-line review is done prior to the filing of the return. The form 990 will be made available to the governing body at the next regularly scheduled board meeting after filing.”

“Banner - university medical group (bumg) has adopted the banner health (bh) conflict of interest policy. This policy requires the internal audit department of banner health to provide each party with a disclosure questionnaire. The internal audit department prepares a summary for the tax department. This summary is also presented to the audit committee. The tax department prepares the form 990 disclosure. This disclosure is presented to the legal department for review. Pursuant to bh's conflict of interest policy, all board members, officers and the director of audit services must disclose the existence of any financial interest that may give rise to a conflict of interest.”

“Banner-university medical group (bumg) utilizes a compensation committee comprised of independent directors that exercises oversight over all aspects of the compensation paid to or for the benefit of the ceo and all other senior executives of bumg and any of its affiliates and all other persons who constitute "disqualified persons" with respect to banner health under code section 4958. The committee: - assesses annually the performance of the president and ceo - exercises oversight over all aspects of compensation for the president and ceo - reviews and determines the executive total compensation philosophy of bumg - establishes the permissible ranges of compensation for senior executives and disqualified persons - reviews and approves the design of the components of compensation for senior executives and any other disqualified persons and monitors compliance of bumg with the philosophy and design components of executive compensation - receives the president and ceo's report concerning the overall performance and development assessment of the senior executives - acts for the board in the engagement and direct oversight of external independent compensation consultants engaged to provide advice and information with respect to the reasonableness and competitiveness of the compensation paid to the president and ceo, senior executives and any other disqualified persons, which the consultant reports directly to the committee. In addition, the committee has adopted the following best practices with respect to its executive compensation oversight function: - reviews all incentive plans, benefit plans and programs that apply to employees and physicians - approves the president and ceo's recommendations as to the compensation of senior executives - uses tally sheets summarizing all components of the ceo's and senior executives' compensation, including a three-year earnings history and the cost of all compensation (including specifically deferred compensation) at the time that any action is taken with respect to the ceo's or senior executives' compensation in order to ensure that the committee is fully informed of the complete compensation package before taking any such action - reviews the annual form 990 disclosures relating to executive compensation to ensure the disclosures accurately reconcile to the compensation packages approved by the committee. As stated, the compensation committee retains an external independent compensation consulting firm to assist the committee. In 2011, the committee engaged a nationally recognized compensation consulting firm with substantial healthcare experience. This firm reviewed and opined as to the reasonableness of the total compensation package of the president and ceo, senior executive management, and other executive management identified by the committee as potential disqualified persons. The committee periodically reviews the relationship between bumg and each consultant to ensure the consultant's independence. In connection with each such evaluation, the committee requests a written certification from each consultant that: - includes an independence attestation affirming that the consultant has conducted its own internal assessment and, based on such assessment and its internal controls, concluded that it has performed its services for the committee in an independent manner and is independent as defined in the intermediate sanction regulations under code section 4958 - confirms that the consultant reports to the committee through the chair of the committee and that all consulting activity for bumg conducted by such consultant during the preceding year was conducted with the knowledge and consent of the chair of the committee - details the amounts paid by banner health to the consultant in its capacity as an external compensation consultant to the committee, and the amounts paid by bumg, if any, to the consultant and its affiliates for any other engagements. With the assistance of the independen”

“The organization's governing documents, audited financial statements, conflict of interest policy, and tax returns are available upon request. Copies are maintained at each administrative office and in the legal and tax departments. Form 990, part vii, section b, line 1 compensation amounts of the five highest paid independent contractors include all payments made to the independent contractors and may include goods/materials because breakdown was not available.”

“Banner-university medical group (bumg) is comprised of approximately 700 physicians, many of whom are employed by the university of arizona college of medicine, while some are employed by bumg. The physicians practice at banner health's hospitals and at numerous hospitals and clinics across tucson, southern arizona, and nevada. With the connections to the ua college of medicine, bumg physicians educate more than 500 medical students and train nearly as many postgraduate medical residents annually. They also conduct research at the university of arizona's cancer center, steele children's research center, arizona arthritis center, sarver heart center, and many other facilities and programs.”

“Intercompany transfers $152,177,027”

“Description:purchased services total fees:5064769”

“Description:physician fees total fees:10194315”

“Description:consulting fees total fees:363049”

“Description:other fees total fees:44859079”