Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 0 | 0 | 0 | 23,820,664 | 52,444,927 | 76,265,591 |
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | 218,294,260 | 225,076,407 | 241,040,002 | 200,451,163 | 203,203,246 | 1,088,065,078 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513... | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | |||||
| 6 | Total. Add lines 1 through 5. | 218,294,260 | 225,076,407 | 241,040,002 | 224,271,827 | 255,648,173 | 1,164,330,669 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | |||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 35,899,279 | 53,348,364 | 54,616,699 | 2,417,166 | 49,871,466 | 196,152,974 |
| c | Add lines 7a and 7b.. | 35,899,279 | 53,348,364 | 54,616,699 | 2,417,166 | 49,871,466 | 196,152,974 |
| 8 | Public support. (Subtract line 7c from line 6.) | 968,177,695 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 218,294,260 | 225,076,407 | 241,040,002 | 224,271,827 | 255,648,173 | 1,164,330,669 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 384,618 | 426,118 | 498,248 | 389,674 | 792,657 | 2,491,315 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 2,181 | 117,248 | 298,809 | 905,265 | 1,323,503 | |
| c | Add lines 10a and 10b. | 384,618 | 428,299 | 615,496 | 688,483 | 1,697,922 | 3,814,818 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 0 | |||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 218,678,878 | 225,504,706 | 241,655,498 | 224,960,310 | 257,346,095 | 1,168,145,487 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 1a | 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. |
| Form 990, Part VI, Line 3 | 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. |
| Form 990, Part VI, Line 6 | 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. |
| Form 990, Part VI, Line 7a | 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. |
| Form 990, Part VI, Line 7b | 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. |
| Form 990, Part VI, Line 9 | ROSANNA MORRIS, MBA, BSN, NE-BC PRESIDENT BEAUMONT HOSPITAL, ROYAL OAKS 3601 W 13 MILE ROAD ROYAL OAK, MI 48073 |
| Form 990, Part VI, Line 11b | 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. |
| Form 990, Part VI, Line 12c | 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 RESPONSIBLE FOR REVIEWING THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST. UNMC PHYSICIANS SHALL REFRAIN FROM ACTING UPON ANY TRANSACTION INVOLVING AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST UNTIL SUCH TIME AS THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST HAS BEEN REVIEWED AND FINAL RESOLUTION (I.E., APPROVED, DENIED, AND/OR PROPOSED AN ALTERNATIVE ARRANGEMENT) HAS BEEN DETERMINED THROUGH THE APPLICABLE PROCESS DESCRIBED BELOW: 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 CEO SHALL BE RESPONSIBLE FOR REVIEWING AND DETERMINING FINAL RESOLUTION OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. ALL RESULTS SHALL BE REPORTED TO THE CHAIRMAN WHO MAY THEN DETERMINE WHETHER ANY FURTHER BOARD REVIEW OR ACTION IS NECESSARY. |
| Form 990, Part VI, Line 15a & 15b | 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. |
| Form 990, Part VI, Line 19 | 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. |
| Form 990, Part VII, Section A, Line 1 | 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. |
| Form 990, Part XI, Line 9 | Distribution to Noncontrolling Interest $(1,002,736) |
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