Physicians Neck & Back Clinics

“Ghi is the sole corporate member of pnbc.”

“The bylaws of pnbc provide that its board of directors be composed of four voting directors, all of whom serve ex-officio, based on their positions as officers of the supported organizations. Ghi is both a supported organization, and the sole corporate member of pnbc.”

“Ghi, the sole corporate member, must approve the decisions of the board of directors as follows: - amendment of articles or bylaws - annual operating and capital budgets and long range plans - unbudgeted special projects in excess of $10,000 - guaranteeing the debt of any other person or entity - a loan or other indebtedness in excess of $10,000 - voluntary dissolution - disposal of substantially all of the assets - merger or consolidation with another corporation”

“Pnbc's 990 return has a comprehensive review process that is followed before it is presented to the governing body of pnbc. The review process includes a layered review by the tax department of group health plan, inc. (ghi), the management team of pnbc, ghi's internal legal department and pnbc's outside independent accountants. Each one of those areas has an opportunity to review, ask questions and make comments back to the tax department of ghi before the form 990 is completed and presented to the governing body of pnbc. Pnbc makes available to the governing body (board of directors) a copy of the 990 for review and comment prior to the filing of the 990 return. This copy is provided in a pre-meeting packet, and is an agenda item at a meeting of the full board of directors. Each board member will have an opportunity to comment or ask questions about the 990 before it is filed. This process will be noted and documented in a written memo in the files of the board of directors.”

“The pnbc board monitors potential conflicts of interest on the part of its board members, officers and key employees by maintaining a conflict of interest policy. Under the policy, all board members, principal officers, members of a committee with board delegated powers and key employees annually are provided with a copy of the policy and requested to complete a questionnaire identifying any potential conflicts of interests. The general counsel of healthpartners shares a report of these potential conflicts with the executive director and chair of the board. A verbal summary is also given to the full board. Board agendas and executive decisions are monitored in relation to this policy.”

“Pnbc's executive director and its officers are employed by group health plan, inc. (ghi), a related organization or by pnbc. Ghi and pnbc have an annual process to review the market comparability of its executive director and other officers. Every three years, the independent compensation committee of the ghi board of directors (the "committee"), retains an external compensation expert to conduct an extensive market comparability review for all officers of the organization. The review includes all components of total compensation: base salary, annual incentives, benefits and perquisites. The market survey results are presented to, reviewed by and approved by the committee or the pnbc board of directors. Based on this data, either the pnbc board of directors or the compensation committee of ghi (the "committees") determine minimum and maximum total compensation ranges each employed officer. In interim years, ghi's human resources staff, under the committee's direction, updates changes in the salary structure based on the same independent studies performed by the compensation consultant for the committee. For certain positions full independent reviews are performed to set salary ranges based on the competitive market data specific to those positions. The committees review and approve each year's compensation results. In all cases, committees' members complete an annual conflict of interest survey to assure the committee members' independence and this is updated at any meeting at which decisions are being made. Staff (other than the secretary to the board) is not in the room during deliberations or vote including executive sessions, and contemporaneous minutes are kept. With pnbc's board of directors input, the chief improvement officer conducts the annual performance review and, with the board's approval, determines the compensation of the pnbc executive director. The pnbc board of directors has delegated to the executive director the accountability to conduct annual performance reviews and determine the compensation of all pnbc-employed officers within the compensation ranges determined by the committee. Any exceptions to compensation in excess of the approved ranges are approved by the pnbc board of directors. Total compensation is appropriately documented on the form 990 and on the employee's w-2.”

“Pnbc's financial statements and 990 returns are made available to any person who requests the information from pnbc or healthpartners. Pnbc's articles of incorporation are available to any person who requests the information through the minnesota secretary of state's office. Pnbc's conflict of interest policy through it's related organization, healthpartners, inc. Can be viewed through the healthpartners.com website.”

“Corporate structure, purpose, governance physicians neck & back center (pnbc) is a minnesota non-profit corporation recognized as exempt from federal income tax under internal revenue code ("irc") section 501(c)(3) and is part of the family of healthpartners organizations "healthpartners". Founded in 1957, healthpartners is an integrated system of health care delivery and health care financing organizations, and is one of the largest consumer-governed organizations in the country. Healthpartners' mission is to improve health and well-being in partnership with our members, patients and community. Healthpartners seeks to transform health care through a relentless focus on the triple aim - providing exceptional experience for the individual, improving the health of the population, and maintaining affordability. Healthpartners includes an array of tax-exempt and taxable organizations with health care activities primarily operating in minnesota and western wisconsin. Healthpartners provides a full-range of health care delivery and health plan services, including insurance, patient care, administration and health and well-being programs. Healthpartners health plans serve more than 1.6 million medical and dental members nationwide. Healthpartners medical care system includes more than 1,700 physicians and dentists, six owned hospitals with over 1,000 acute care beds, over 100 owned and leased primary and specialty care medical facilities and 24 dental facilities with practices in minnesota and western wisconsin. Healthpartners also contracts with other primary and specialty medical facilities and dental facilities, physician groups, hospitals and related health care providers located primarily in minnesota and western wisconsin. Healthpartners also provides medical education and training to medical professionals and conducts research and fund raising activities that support the health care delivery system. A complete listing of all organizations within the healthpartners family, and the relationship between them, can be found on schedule r within this 990 return. Detailed information about the community benefit activities and accomplishments of each tax-exempt organization can be found in the individual form 990 return for that organization. Healthpartners is driving change that helps our members and patients live healthier lives. Healthpartners collaborates with other plans, care providers and other community and business organizations in the region and throughout the nation to increase access, create and share quality measures and initiatives, participate in development of public policy, and collaborate in improvements that support the triple aim. Among healthpartners' signature initiatives continuing in 2016 are total cost of care measurements (development of a nationally recognized metric, endorsed by the national quality forum, enabling measurement and incentives based on coordination and evidence-based practices), mental health (reducing stigma, and assuring access to high quality care in the most appropriate settings), children's health (improving child health by promoting early brain development, providing family centered care, and strengthening communities), and sustainability (energy efficiency, waste reduction, and resource management). Healthpartners, inc. (hpi) is the parent entity of healthpartners and is a minnesota non-profit corporation and licensed health maintenance organization (hmo) recognized as exempt from federal income tax under irc section 501(c)(4). Hpi is the sole corporate member of group health plan, inc. (ghi), a minnesota non-profit corporation and licensed staff model hmo recognized as exempt from federal income tax under irc section 501(c)(3). In turn, ghi is the sole corporate member of pnbc. Pnbc is recognized as a supporting organization under irc section 509(a)(3). As such, pnbc performs certain functions on behalf of other tax-exempt entities within the healthpartners family of organizations. Sp”

“Directors and officers of pnbc are employed and compensated by ghi, regions or pnbc. Reported average hours worked are based on their total compensation from all related organizations.”