Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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 | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 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 | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| 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. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| PART I, LINE 3 | FOR THE PURPOSES OF THIS SCHEDULE AND ACMG'S PUBLIC CHARITY STATUS, THE DEFINITION OF "HOSPITAL" INCLUDES AN ORGANIZATION WHOSE PRINCIPAL PURPOSE OR FUNCTION IS PROVIDING HOSPITAL OR MEDICAL CARE. AS A PHYSICIAN PRACTICE, ACMG WILL NOT BE OPERATING A HOSPITAL FACILITY, BUT THE GROUP'S PHYSICIANS WILL BE PROVIDING MEDICAL CARE IN A HOSPITAL SETTING AND AN EXTERNAL CLINIC SETTING WITHIN THE ARKANSAS CHILDREN'S SYSTEM. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | DR. FREDERICK BARR, M.D. IS THE SOLE MEMBER AND OFFICER OF ACMG. THE MEDICAL GROUP IS A PROFESSIONAL LIMITED LIABILITY COMPANY THAT HAS AN APPOINTED BOARD OF MANAGERS. AS THE SOLE MEMBER AND OFFICER OF A PROFESSIONAL LIMITED LIABILITY COMPANY THAT WILL ENGAGE IN THE PRACTICE OF MEDICINE, DR. BARR WILL BE RESPONSIBLE FOR OVERSEEING THE QUALITY OF CARE PROVIDED BY THE MEDICAL GROUP AND FOR ITS COMPLIANCE WITH HEALTH, REGULATORY, AND OTHER COMPLIANCE REQUIREMENTS. ACMG IS ORGANIZED AND OPERATED AT ALL TIMES AS A CAPTIVE PROFESSIONAL LIMITED LIABILITY COMPANY TO ARKANSAS CHILDREN'S, INC. THROUGH THE CAPTIVE RELATIONSHIP, ARKANSAS CHILDREN'S HAS THE AUTHORITY TO CONTROL THE NON-CLINICAL OPERATIONS AND ACTIVITIES OF ACMG, TO THE EXTENT PERMITTED UNDER THE LLC LAW, THE MEMBERSHIP CONTROL AGREEMENT, AND THE ARKANSAS MEDICAL PRACTICES ACT. ACMG, DR. BARR, AND ARKANSAS CHILDREN'S SEPARATELY ENTERED INTO A MEMBERSHIP CONTROL AGREEMENT, ESTABLISHING CERTAIN RESTRICTIONS ON, AND RIGHTS WITH RESPECT TO, THE SALE, TRANSFER, EXCHANGE, DISPOSITION OR OTHER CONVEYANCES OF THE MEMBERSHIP INTERESTS IN THE COMPANY HELD BY THE MEMBER. THE PURPOSE OF THE MEMBERSHIP CONTROL AGREEMENT IS TO GRANT ARKANSAS CHILDREN'S WITH CONTROL OVER THE FINANCIAL AND ALL OTHER NON-CLINICAL OPERATIONS, ACTIVITIES AND AFFAIRS OF ACMG. THE AGREEMENT ALSO ESTABLISHES THAT ACMG'S MEMBER ACKNOWLEDGES AND AGREES THAT HE HOLDS THE MEMBERSHIP INTEREST IN ACMG IN A FIDUCIARY CAPACITY EXCLUSIVELY FOR THE BENEFIT OF ARKANSAS CHILDREN'S AND NOT FOR HIS PERSONAL BENEFIT. THE AGREEMENT PREVENTS THE MEMBER FROM TRANSFERRING THE MEMBERSHIP INTEREST IN ACMG TO ANYONE OTHER THAN A QUALIFIED PHYSICIAN DESIGNATED BY ARKANSAS CHILDREN'S. IT FURTHER PROVIDES THAT THE MEMBER MAY NOT TAKE ANY ACTION RELATING TO THE OWNERSHIP, EXISTENCE, BUSINESS, FINANCIAL AND OTHER NON-CLINICAL OPERATIONS OF THE MEDICAL GROUP, INCLUDING AMENDING THE ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT FROM ARKANSAS CHILDREN'S. ARKANSAS CHILDREN'S SHALL NOT EXERCISE CONTROL OVER THE CLINICAL DECISIONS, OPERATIONS OR ACTIVITIES OF ACMG. ARKANSAS CHILDREN'S HAS FUNDAMENTAL CONTROLS OVER THE MEDICAL GROUP TO ENSURE THAT THE MEDICAL GROUP WILL OPERATE FOR SECTION 501(C)(3) PURPOSES AND CONSISTENTLY WITH THE REQUIREMENTS OF SECTION 501(C)(3) STATUS BY: (I) ENSURING THAT THE MEDICAL GROUP'S MEMBER RECEIVES NO FINANCIAL BENEFIT FROM HOLDING THE MEMBERSHIP INTERESTS IN THE MEDICAL GROUP, (II) ESTABLISHING THAT ARKANSAS CHILDREN'S HAS THE SOLE AUTHORITY TO DESIGNATE THE MEMBER(S) OF THE MEDICAL GROUP, (III) REQUIRING THAT MEMBERS HAVE AN EMPLOYMENT OR OFFICER ROLE WITH AN ENTITY WITHIN THE ARKANSAS CHILDREN'S HEALTH SYSTEM, AS WELL AS ACTIVE MEDICAL STAFF PRIVILEGES AT ARKANSAS CHILDREN'S HOSPITAL OR ARKANSAS CHILDREN'S NORTHWEST, AND (IV) REQUIRING THE APPROVAL OF ARKANSAS CHILDREN'S FOR ALL NON-CLINICAL MATTERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | LIKE MANY SECTION 501(C)(3) TAX-EXEMPT CAPTIVE PROFESSIONAL ENTITIES, THE MEMBERSHIP INTERESTS IN ACMG ARE HELD BY A SINGLE EMPLOYEE OF THE CAPTOR. THE OPERATING AGREEMENT OF THE MEDICAL GROUP ESTABLISHES THAT THE MEDICAL GROUP IS MANAGED BY ITS BOARD OF MANAGERS, AND THAT DR. BARR IS THE SOLE MEMBER. DR. BARR ALSO SERVES AS THE MEDICAL GROUP'S SOLE OFFICER, HOLDING THE POSITIONS OF PRESIDENT AND SECRETARY. THE BOARD OF MANAGERS FOR FY23 CONSISTS OF FREDERICK BARR, MD, CRYSTAL KOHANKE, JAMIE WIGGINS, GENA WINGFIELD, CHRISTINA DALTON, DO, ASHAY PATEL, DO, AND ROBERT WILLIAMS, MD. AS ESTABLISHED IN THE MEMBERSHIP CONTROL AGREEMENT, ARKANSAS CHILDREN'S HAS FUNDAMENTAL CONTROLS OVER ACMG TO ENSURE THAT THE MEDICAL GROUP WILL OPERATE FOR SECTION 501(C)(3) PURPOSES AND CONSISTENTLY WITH THE REQUIREMENTS OF SECTION 501(C)(3) STATUS BY: (I) ENSURING THAT THE MEDICAL GROUP'S MEMBER RECEIVES NO FINANCIAL BENEFIT FROM HOLDING THE MEMBERSHIP INTERESTS IN THE MEDICAL GROUP, (II) ESTABLISHING THAT ARKANSAS CHILDREN'S HAS THE SOLE AUTHORITY TO DESIGNATE THE MEMBER(S) OF THE MEDICAL GROUP, (III) REQUIRING THAT MEMBERS HAVE AN EMPLOYMENT OR OFFICER ROLE WITH AN ENTITY WITHIN THE ARKANSAS CHILDREN'S HEALTH SYSTEM, AS WELL AS ACTIVE MEDICAL STAFF PRIVILEGES AT ARKANSAS CHILDREN'S HOSPITAL OR ARKANSAS CHILDREN'S NORTHWEST, AND (IV) REQUIRING THE APPROVAL OF ARKANSAS CHILDREN'S FOR ALL NON-CLINICAL MATTERS. |
| FORM 990, PART VI, SECTION A, LINE 7B | SEE EXPLANATION AT LINE 7A ABOVE. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE DRAFT FORM 990, WHICH IS RECONCILED TO THE INTERNAL FINANCIAL STATEMENTS AND THE ARKANSAS CHILDREN'S, INC. CONSOLIDATED AUDIT REPORT, IS INITIALLY REVIEWED IN DETAIL WITH THE VP OF FINANCIAL OPERATIONS OF ARKANSAS CHILDREN'S, INC. THE DRAFT FORM 990 IS THEN PRESENTED TO THE PRESIDENT OF ARKANSAS CHILDREN'S MEDICAL GROUP FOR REVIEW PRIOR TO FILING. IF THE REVIEW RESULTS IN REVISIONS TO THE FORM 990, THOSE REVISIONS ARE MADE. THE FORM 990 TO BE FILED IS THEN PROVIDED TO THE ENTIRE BOARD PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | ACMG MAINTAINS A CONFLICT OF INTEREST POLICY WHICH PERTAINS TO ITS MEMBERS, MANAGERS AND OFFICERS (COVERED PERSONS). IT STATES THAT SUCH COVERED PERSONS HAVE AN AFFIRMATIVE OBLIGATION TO AVOID WHEREVER POSSIBLE A CONFLICT OF INTEREST (COI) WITH ACMG. THEY MUST DISCHARGE THEIR DUTIES IN GOOD FAITH AND IN A MANNER THEY REASONABLY BELIEVE TO BE IN THE BEST INTERESTS OF ACMG AND IN FURTHERANCE OF AND CONSISTENT WITH ITS SECTION 501(C)(3) TAX-EXEMPT PURPOSES AND STATUS, ESPECIALLY IN REGARD TO TRANSACTIONS WITH ACMG IN WHICH COVERED PERSONS HAVE A DIRECT OR INDIRECT INTEREST. THE POLICY IS INTENDED TO IMPLEMENT AND SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO ACMG. FOLLOWING ARE DETAILS REGARDING MONTITORING AND COMPLIANCE: A. COVERED PERSONS MUST FULLY DISCLOSE ON AN ANNUAL BASIS ALL ACTUAL OR POTENTIAL CONFLICTS OF INTEREST OF WHICH THEY ARE AWARE, INCLUDING ANY PRIVATE INTEREST IN DEALINGS WITH THE PLLC, BY COMPLETING THE CONFLICT OF INTEREST DISCLOSURE STATEMENT. IF THE COVERED PERSON BECOMES AWARE OF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST FOLLOWING HIS OR HER ANNUAL COMPLETION OF THE COI DISCLOSURE STATEMENT, THE COVERED PERSON MUST DISCLOSE THE CONFLICT IN WRITING TO THE ACMG'S SOLE MEMBER OR, IF THE PLLC IS THEN MANAGED BY ONE OR MORE MANAGERS, THE MANAGERS, WITH A COPY IN EACH CASE TO THE CHIEF COMPLIANCE OFFICER OF ARKANSAS CHILDREN'S, INC., AS SOON AS POSSIBLE. B. DUTY TO DISCLOSE: A COVERED PERSON SHALL DISCLOSE IN WRITING TO THE INDIVIDUALS NOTED ABOVE ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN THE SITUATION DEVELOPS, INCLUDING THE FACTS THAT MAKE IT AN ACTUAL OR POTENTIAL CONFLICT. IF AT ANY TIME A SINGLE INDIVIDUAL SERVES AS THE SOLE MEMBER OR SOLE MANAGER OF THE PLLC, SUCH DISCLOSURE SHALL BE MADE TO THE CHIEF COMPLIANCE OFFICER OF ARKANSAS CHILDREN'S, INC. C. DISCLOSURE STATEMENTS: EACH COVERED PERSON SHALL SIGN A CONFLICT OF INTEREST DISCLOSURE STATEMENT UPON THE COVERED PERSON'S ACQUISITION OF MEMBERSHIP INTERESTS IN ACMG, ELECTION TO THE BOARD OF MANAGERS OR ELECTION AS AN OFFICER OF ACMG, AS APPLICABLE. EACH COVERED PERSON ALSO SHALL SIGN A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AS NOTED ABOVE. IF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST DEVELOPS AFTER THE COVERED PERSON'S INITIAL AND ANNUAL STATEMENTS ARE SIGNED, THE COVERED PERSON SHALL SIGN A NEW CONFLICT OF INTEREST DISCLOSURE STATEMENT IMMEDIATELY TO DISCLOSE THE NEW SITUATION OR TRANSACTION. ALL SUCH DISCLOSURE STATEMENTS SHALL BE PROVIDED TO THE INDIVIDUALS NOTED ABOVE. D. REVIEW OF CONFLICT OF INTEREST DISCLOSURE STATEMENTS: CONFLICT OF INTEREST DISCLOSURE STATEMENTS OR DECLARED CONFLICTS WILL BE REVIEWED BY THE SOLE MEMBER OF ACMG OR, THE MANAGER(S), IF APPLICABLE. AT ANY TIME DURING WHICH A SINGLE INDIVIDUAL SERVES AS THE SOLE MEMBER OR SOLE MANAGER OF THE PLLC, THE CHIEF COMPLIANCE OFFICER OF ARKANSAS CHILDREN'S, INC. SHALL ALSO BE PROVIDED WITH, AND SHALL REVIEW, ALL CONFLICT OF INTEREST DISCLOSURE STATEMENTS OR DECLARED CONFLICTS. E. CONFLICT OF INTEREST TRANSACTIONS PROCESS: REVIEW WILL RESULT IN ONE OF THE FOLLOWING ACTIONS BY (WHICH, IF BY THE BOARD OF MANAGERS (IF ANY), SHALL BE BY AT LEAST MAJORITY VOTE): (1) DETERMINED NOT TO BE A CONFLICT; (2) CONFLICT IS ACCEPTED; OR (3) CONFLICT IS NOT ACCEPTED AND THE COVERED PERSON WILL NEED TO ABSTAIN FROM PARTICIPATION IN DELIBERATION OR VOTING ON THE CONFLICTED MATTER. AT ANY TIME DURING WHICH A SINGLE INDIVIDUAL SERVES AS THE SOLE MEMBER OR SOLE MANAGER OF THE PLLC, THE CHIEF COMPLIANCE OFFICER OF ARKANSAS CHILDREN'S, INC., SHALL CONDUCT SUCH REVIEW AND MAKE SUCH DETERMINATION. F. MINUTES RECORDING COMPLIANCE: CONFLICT DISCLOSURES, FACTS AND ACTIONS WILL BE DOCUMENTED IN THE APPROPRIATE MINUTES OR OTHER RECORDS OF THE PLLC. G. FAILURE TO DISCLOSE: IF THE SOLE MEMBER OR MANAGER(S), REASONABLY BELIEVE(S) THAT A COVERED PERSON HAS NOT DISCLOSED AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, SUCH PERSON(S) SHALL INFORM THAT COVERED PERSON AND AFFORD THE COVERED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF THE SOLE MEMBER OR MANAGER(S) DETERMINES THAT THE COVERED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THEY WILL TAKE APPROPRIATE CORRECTIVE ACTION, INCLUDING, IF NECESSARY, REFERRING THE MATTER TO THE FULL BOARD FOR ACTION, WHICH MAY INCLUDE CONSIDERATION OF REMOVING A MANAGER FROM THE BOARD. AT ANY TIME DURING WHICH A SINGLE INDIVIDUAL SERVES AS THE SOLE MEMBER AND MANAGER OF THE PLLC, THE FOREGOING ACTIONS MAY BE TAKEN BY THE CHIEF COMPLIANCE OFFICER OF ARKANSAS CHILDREN'S, INC. H. CLINICAL MATTERS: NOTWITHSTANDING ANY OTHER PROVISION OF THE POLICY, IF A CONFLICT OF INTEREST BY A COVERED PERSON RELATES TO A MEDICAL OR CLINICAL PROFESSIONAL MATTER, SUCH CONFLICT OF INTEREST MUST BE DISCLOSED TO AND RESOLVED SOLELY BY ONE OR MORE INDEPENDENT PHYSICIANS LICENSED TO PRACTICE MEDICINE IN THE STATE OF ARKANSAS APPOINTED BY ACMG. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION FOR ANY ACMG 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 HUMAN RESOURCES AND COMPENSATION COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, EXECUTIVE RETIREMENT AND OTHER EXECUTIVE BENEFIT PLANS FOR HEALTH SYSTEM SENIOR MANAGEMENT, INCLUDING OFFICERS OF THE CORPORATION AND AFFILIATES WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND BENEFITS PRACTICES OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR SENIOR MANAGEMENT, IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL HAVE, TO THE FULLEST EXTENT OF THE LAW, THE AUTHORITY TO APPROVE THE COMPENSATION PACKAGES FOR SENIOR MANAGEMENT OF THE CORPORATION AND THE AFFILIATES. 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; THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THE CORPORATION, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE DISQUALIFIED PERSON. 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. COMPENSATION FOR ANY ARKANSAS CHILDREN'S MEDICAL GROUP PHYSICIAN OR PROVIDER IS REVIEWED BY THE ARKANSAS CHILDREN'S MEDICAL GROUP EXECUTIVE COMMITTEE. THROUGH THE ACMG POLICY ON COMPENSATION ARRANGEMENTS WITH PHYSICIANS, THE EXECUTIVE COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, AND OTHER BENEFIT PLANS FOR EMPLOYED PHYSICIANS. THIS POLICY IS INTENDED TO ENSURE THAT COMPENSATION ARRANGEMENTS WITH PHYSICIANS ARE MADE IN ACCORDANCE WITH A STANDARDIZED PROCESS, AND TO ENSURE COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE LAWS, INCLUDING THE FEDERAL PHYSICIAN SELF-REFERRAL LAW ("STARK LAW") AND THE FEDERAL ANTI-KICKBACK STATUTE. THE POLICY ALSO PROMOTES SOUND BUSINESS AND ETHICAL JUDGMENTS IN CONNECTION WITH COMPENSATION ARRANGEMENTS WITH PHYSICIANS. IN ITS PROCESS, THE COMMITTEE OBTAINS AND RELIES UPON APPROPRIATE DATA FROM MULTIPLE BENCHMARK SURVEYS PRIOR TO MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION ARRANGEMENTS OF PHYSICIANS. |
| FORM 990, PART VI, SECTION C, LINE 18 | ARKANSAS CHILDREN'S MEDICAL GROUP'S FORM 990 IS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART VI, SECTION C, LINE 19 | ARKANSAS CHILDREN'S MEDICAL GROUP'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. |
| FORM 990, PART XII, LINE 2C | 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. |
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