Innovis Health LLC

“Significant changes to governing documents: during the fiscal year ended june 30, 2024, the operating agreement of essentia health west was amended to modify the composition of the board of managers to consist of no more than fifteen voting managers including up to three physician members, at least two of whom are essentia health employed physicians; one benedictine sister of st. Scholastica monastery of duluth (ssmd) or a nominee of ssmd; and the remaining voting members broadly representing essentia health west's service area. The operating agreement was amended to modify the secretary to be the essentia health chief legal officer and the treasurer to be the essentia health chief financial officer. The operating agreement was also amended to clarify and update the reserved powers and rights of essentia health and the benedictine sisters of ssmd.”

“Members of organization: essentia health is the sole member of essentia health west and may elect one or more members of the governing body as described in schedule o, part vi, line 7a. Essentia health and the benedictine sisters of st. Scholastica monastery of duluth have reserved powers with respect to essentia health west as described in schedule o, part vi, line 7b.”

“Member with right to elect governing body: essentia health has the power to appoint and remove essentia health west's governing body.”

“Members with right to approve governing body decision: essentia health shall have the following reserved powers, for the purposes of serving as the parent organization of an integrated health care network that includes all entities that are owned or controlled, directly or indirectly, by essentia health (collectively, the "system"): (a) strategic and business plans. Authority to create, approve and amend the company's strategic and business plans. (b) mission. Authority to create, approve and amend the company's mission, purpose and vision statements. (c) debt. Approval of the incurrence of debt and the creation of all mortgages, liens, security interests, or other encumbrances on the company's assets in excess of the single or annual aggregate dollar limits prescribed in writing by the member's board of directors, and the authority to cause the company to participate in system borrowing. (d) governing instruments. Authority to cause, and to approve, all amendments to the company's certificate of formation and operating agreement. (e) appointment and removal of directors. Authority to appoint and remove all managers on the company's board, with or without cause. (f) mergers, affiliations, and dissolution. Authority to cause, and to approve, all mergers, consolidations, affiliations, joint ventures, other alliances with third parties, and dissolution of the company. (g) transfer of assets within the system. Authority to transfer the company's assets, including cash, between and among entities within the system; provided, however, that the member shall not have authority to require the company to transfer assets that would cause it to be in default of its covenants or obligations under any bond or other financing documents. (h) transfer of assets outside the system. Authority to cause, and to approve, the sale, lease or other transfer of the company's assets to parties outside of the system when the assets' value exceeds the single or aggregate limits prescribed in writing by the member's board of directors. (i) services. Authority to cause, and to approve, the offering or discontinuance of services and service locations by the company. (j) budgets. Approval of the company's capital and operating budgets. (k) professional services. Selection of the company's general legal counsel and external auditors. (l) corporate acquisitions. Authority to cause, and to approve, all corporate acquisitions by the company. (m) marketing. The company's participation in system-wide marketing and promotional activities. (n) compliance plans. Authority to create, approve and amend the company's compliance, safety and risk management plans. (o) quality plan. Authority to create, approve and amend the company's quality plan. (p) non-budgeted purchases. Approval of non-budgeted capital purchases and leases in excess of the single or annual aggregate dollar limits prescribed in writing by the member's board of directors. (q) human resources. Authority to create, approve and amend the company's human resource policies and procedures. (r) system compensation. Authority, on behalf of the company, to develop and implement compensation strategies, policies and procedures on a system-wide basis. The benedictine sisters of st. Scholastica monastery of duluth or its canonically authorized successor (collectively, "ssmd") hold certain reserved powers over essentia health west. Ssmd has the reserved power to approve any amendments to essentia health west's governing documents that would alter the number of ssmd representatives serving on the board.”

“Form 990 review process: the 2023 form 990, including all schedules, was reviewed by management and the governing body prior to filing with the internal revenue service. The finance leader reviewed the form and schedules and any questions were discussed. Each current director of the governing body received a final copy of the 2023 form 990.”

“Monitoring and enforcing conflict of interest policy: essentia health's comprehensive conflict of interest program prevents, detects, and resolves actual conflicts of interests or the actual or potential appearance of such. Fiduciaries, defined as an essentia health board member/trustee, officer, board committee member, senior management employee, or any others considered to be in a position of influence, are covered under essentia health's conflict of interest program. Upon initial appointment, each fiduciary must complete an initial conflict of interest statement and disclosure questionnaire. At the conclusion of each calendar year, each fiduciary must complete an annual conflict of interest statement and disclosure questionnaire. As needed, a fiduciary will update their most recently completed questionnaire each time the fiduciary becomes aware of a financial interest, a potential conflict, or change to any information that the fiduciary previously reported. Essentia health's chief compliance officer will collect the questionnaires and evaluate the disclosures. If a fiduciary has a potential conflict of interest, the chief compliance officer or their designee may request additional information from the fiduciary, the management team, and others. During the evaluation process, the chief compliance officer may also consult with essentia health's board and audit committee chairs, senior management, legal department, or appropriate representatives from essentia health. The chief compliance officer reports to the essentia health audit committee and the essentia health board of directors any actual or potential conflicts of interest disclosed by the fiduciary, along with recommended actions. The essentia health board of directors (or designee) will then determine whether to approve the situation or to implement special controls to manage the potential conflict of interest. The chief compliance officer will then officially notify the fiduciary in writing of the board's decision. The decision of whether or not the disclosure constitutes a conflict will be at the essentia health board of director's (or designee) sole discretion, and its concern must be the welfare of essentia health and its affiliate(s) and the advancement of its purposes. When the essentia health board of directors (or designee) considers a fiduciary's disclosure as a conflict of interest, special controls will be identified to manage, eliminate or reduce the likelihood and/or appearance of a conflict arising. Controls may include, but are not limited to: a. If the conflict involves an on-going matter or relationship, the fiduciary must not participate in board, board committee, or management discussions related to the conflict and must recuse themselves and, if appropriate, withdraw from any board meeting or portion thereof where the matter is being discussed and during the vote on the potential conflict of interest. The fiduciary may answer questions at the board's or the board committee's request. B. If the conflict involves a specific transaction or decision, the fiduciary will fully disclose their interest and all related material facts. The board or committee of the board will determine whether the contemplated transaction may be authorized as just, fair, and reasonable to essentia health or its affiliate(s). If the board determines a conflict does not exist, the fiduciary may proceed with the transaction; however, they will not be eligible to vote on related issues should they arise. If the board determines a conflict does exist, the fiduciary will be notified of the decision regarding whether the contemplated transaction will be authorized as just, fair, and reasonable.”

“Process for determining compensation: the independent executive compensation committee of essentia health's board of directors is authorized to fulfill the board's responsibilities regarding executive compensation consistent with essentia's mission, values and tax-exempt status, and the executive compensation committee's charter. The executive compensation committee meets at least twice annually to carry out its responsibilities, which include, but are not limited to, establishing, reviewing and modifying, as appropriate, reasonable compensation and benefits for designated essentia executives who are officers or key employees of essentia or any of its affiliates which may be paid by related organizations. The executive compensation committee engages qualified independent compensation advisors to provide objective and impartial comparative data and to express opinions on total compensation reasonableness. The executive compensation committee may request its independent advisors to: monitor comparability data and marketplace trends; make appropriate recommendations regarding salary ranges; and periodically review the market competitiveness of essentia executive compensation packages. Prior to establishing or adjusting executive compensation, the executive compensation committee will obtain and rely upon appropriate data as to comparability of the proposed compensation or adjustments. The executive compensation committee will adequately document the basis for its determination concurrently with making those determinations. The executive compensation committee minutes will include: the terms of the approved compensation and the date approved; the executive compensation committee members present during the review, discussion and approval of the proposed compensation and those who voted on the proposed compensation; identification of the comparability data obtained and relied upon by the executive compensation committee and how the data was obtained; any actions by a member of the executive compensation committee having a conflict of interest; and documentation of the basis for the determination. This process was last undertaken in 2024 for essentia health west's chief medical officer, chief operating officer, senior vice president of operations, and president, and in 2023 for its vice president of finance, chief nursing officer, and operations senior director.”

“Availability of governing documents, conflict of interest policy, & financial statements to the public: governing documents, conflict of interest policy, and financial statements are made available to the public upon request for the same period of disclosure as set forth in section 6104(d).”

“1099 reporting: vendor payments and form 1099s were processed through essentia health on behalf of the legal entities comprising essentia health.”

“Affiliate revenue and expense allocation: essentia health west, essentia health ada, essentia health fosston, essentia health holy trinity hospital, and essentia health st. Mary's-detroit lakes allocate certain revenues and expenses directly to essentia health ada, essentia health fosston, essentia health holy trinity hospital, and essentia health st. Mary's-detroit lakes, all related organizations. Net affiliate revenue and expense allocations of ($7,496,835) include the following types of revenue and expenses: nonpatient revenue; amortization and depreciation; purchased services; professional fees; agency fees; repairs and maintenance; salaries, wages, and related benefits; supplies; utilities; provider and other taxes; and other expenses.”

“Net asset transfers with related organizations 48,710.”