Critical Access Group

“Significant Changes to Governing Documents: During the fiscal year ended June 30, 2017, the Bylaws of Critical Access Group were amended to remove from Essentia Health's reserved powers the authority to approve the addition of new services and service locations.”

“Members of organization: essentia health is the sole member of critical access group and may elect one or more members of the governing body as described in scedule o, part vi, line 7a. Essentia health and the benedictine sisters benevolent assocation have reserved powers with respect to critical access group as described in schedule o, part vi, line 7b.”

“Member with right to elect governing body: essentia health appoints and removes critical access group's governing body.”

“Governance, management and disclosure: critical access group is a subsidiary of essentia health, whose board of directors has reserved powers with respect to this corporation and its subsidiaries, and all of the other direct and indirect subsidiaries of essentia health (collectively, the "system"). Essentia health's reserved powers are as follows: strategic and business plans. Authority to create, and to approve, the system's strategic and business plans. Mission. Authority to create, and to approve, the mission, purpose and vision statements for all entities in the system by the affirmative vote of at least 67% of the essentia health board of directors. Debt. Approval of the incurrence of debt by, and the creation of all mortgages, liens, security interests, or other encumbrances on the assets of, all entities in the system in excess of the single or annual aggregate dollar limits prescribed in writing by the essentia health board of directors, and the authority to cause all entities in the system to participate in system borrowing. Governing instruments. Authority to cause, and to approve, amendments of the articles of incorporation and bylaws of all entities in the system. Mergers and acquisitions. Authority to cause, and to approve, all mergers, consolidations, and dissolutions of all entities in the system. Affiliations and joint ventures. Authority to cause, and to approve, all affiliations, joint ventures and other alliances with third parties of all entities in the system. Transfer of assets within the system. Authority to transfer assets, including cash, between and among entities within the system; provided, however, that essentia health shall not have authority to require any entity in the system to transfer assets (a) that would cause such entity to be in default of its covenants or obligations under any bond or other financing documents; (b) from the catholic entities to the secular entities or from the secular entities to the catholic entities in a manner or to an extent that would cause the catholic entities to be in violation of the ethical and religious directives for catholic health care services (erds) in the judgment of the local ordinary; or (c) such that money generated by services at secular facilities within the system by procedures that are contrary to the erds would be used at the catholic entities or money generated by catholic entities would be used in the providing of services contrary to the erds at secular facilities within the system. Transfer of assets outside the system. Authority to cause, and to approve, the sale, lease or other transfer of assets of all entities in the system to parties outside of the system when the asset's value exceeds the single or annual aggregate dollar limits prescribed in writing by the essentia health board of directors. Services. Authority to cause, and to approve, the discontinuance of services and service locations within all entities in the system. Budgets. Approval of capital and operating budgets of all entities in the system. Professional services. Selection of the general legal counsel and external auditors of all entities in the system. Acquisitions. Authority to cause, and to approve, all acquisitions by and formations of entities in the system. Marketing. Authority to implement system-wide marketing and promotional activities. Compliance plans. Authority to create, and to approve, corporate compliance, safety and risk management plans for entities within the system. Quality plan. Authority to create, and to approve, the system's quality plan. 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 essentia health for entities within the system. Human resources. Authority to create human resource policies and procedures within the system. Reserved powers. Authority to create additional essentia health reserved powers by the affirmative vote of at least”

“Committees: there are no committees with authority to act on behalf of the governing body.”

“Form 990 review process: the 2016 form 990, including all schedules, was reviewed by critical access group's management and governing body prior to filing with the internal revenue service. Each current director of the governing body received a final copy of the 2016 form 990. Critical access group's president led the review of the form and schedules and any questions were discussed.”

“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 his/her 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 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, he or she 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. The year this process was last undertaken for Critical Access Group's President was 2017.”

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