Omc Regional Foundation

“Management and support functions are delegated to olmsted medical center.”

“The corporation has one class of members. The sole member of the foundation is olmsted medical center.”

“Directors are elected by the foundation directors then in office, subject to the approval of olmsted medical center.”

“Olmsted medical center shall have authority over the following matters with respect to the foundation: 1) to approve all amendments to the articles of incorporation. 2) to adopt, amend or repeal bylaws adopted, amended or repealed by the board of directors. 3) to approve a plan of merger or consolidation of the foundation. 4) to approve a plan of dissolution. 5) to approve any and all directors of the foundation, as elected by the foundation's board of directors. 6) to remove any director of the foundation, with or without cause, upon the recommendation of the foundation's board of directors. 7) to approve the foundation's strategic plan and annual operating and capital budgets. The foundation director shall be elected by the foundation board, based on the recommendation of the chief executive officer of olmsted medical center.”

“The form 990 is prepared by an external accountant. A draft of the form 990 is reviewed in detail by the olmsted medical center financial services manager, controller and cfo. Any necessary corrections and adjustments are made. The form 990 is reviewed by the executive director and cfo and presented to the compensation committee. The final form 990 is made available to the board members for their review prior to filing with the irs.”

“Conflict of interest statements are sent out to the officers, directors, and key employees every year which must be signed and returned. If there is a conflict of interest, the board member abstains from voting on that issue.”

“The staff of the omc regional foundation are all hired by the olmsted medical center. In order to ensure that all olmsted medical center (omc) executive compensation decisions are competitive, equitable, uniformly administered, and consistent with market practices, omc follows recommended best practices. The goals of executive compensation are to attract and retain highly qualified personnel, to maintain compensation levels commensurate with the scope of responsibilities for each position, and to reward outstanding performance. Omc will seek management talent by conducting national searches for qualified applicants for any vacancies at the medical vice president hospital/surgical services, vice president medical services and ceo positions in addition to vice president positions as necessary. The same philosophy is applicable to the position of omc president. Omc engages an external consultant who annually compiles a peer group compensation analysis and on a two year basis compiles a peer group compensation and benefits analysis. Peer groups for executive compensation, which includes base salaries, incentive and benefits, will be provided for health delivery systems with a minimum of a hospital and an employed physician network and net revenues roughly similar to the revenues of olmsted medical center. Most recently a compensation peer review study was completed for the ceo, president, medical vice presidents, chief medical information officer and vice presidents and presented to the board executive compensation committee. The board of governors receives an executive summary. The executive compensation committee receives a summary of everyone's compensation to ensure it is in alignment with the same compensation methodology and agreed upon methodology of the executive compensation system of omc. These positions include the medical vice presidents, chief medical information officer and vice presidents of omc. The executive compensation committee will set the compensation of the president, ceo, medical vice president hospital/surgical services and vice president medical services and minutes are kept of these discussions. The board of trustees, acting through the board of trustees compensation committee, must approve the executive compensation policy and process of determining executive compensation and benefits. In addition, the physician salaries are calculated annually, using regional physician salary comparison guides factoring in productivity and quality measures, and reviewed on an annual basis for market reasonableness by mcgladrey. The physicians receive no compensation as attending board members. These discussions are noted in the minutes of the board of trustees compensation committee annual meeting. The board of trustees compensation committee reports to the full board of trustees on an annual basis the completion of such duties and are also noted in the minutes.”

“The governing documents, conflict of interest statements, and financial statements are not made available to the public. The annual form 990 report is available for public viewing by appointment.”

“Stacy vanden heuvel the vp of marketing and philanthropy is paid by olmsted medical center, a related organization.”

“Average hours per week devoted to position with related organizations: tim weir - 40 hours with olmsted medical center kathryn lombardo - 40 hours with olmsted medical center stacey vanden heuvel - 16 hours with olmsted medical center david westgard - 40 hours with olmsted medical center steven harder - 40 hours with olmsted medical center amounts reflected in part vii, column e & f represent compensation paid by a related entity for services performed for olmsted medical center. Amounts shown for stacey van heuvel represent amounts for both omc regional foundation and olmsted medical center.”

“The process has not changed.”