Allina Health System

“Business relationship - directors sally smith and gary bhojwani. In addition to serving together on the allina health system board of directors, sally smith and gary bhojwani also serve on the hormel foods corporation [nyse: hrl] board of directors. Business relationship - directors darrell tukua and barbara butts williams. Darrell tukua serves on the capella education company [nasdaq: cpla] board of directors. Barbara butts williams is employed by capella university as its executive dean.”

“The allina health system form 990 was prepared by the tax services function of allina health system. The form 990 filing was subjected to a rigorous review process by allina's tax manager and tax director. Allina's chief financial officer also performed an executive review of the form 990. After the management review process described above was completed, the final form 990, as ultimately filed with the internal revenue service [irs], was provided to each voting member of the allina health system board of directors. An allina health system board of directors meeting was held on october 27, 2017 to review and discuss the form 990 filing. The allina health system board of directors voted on and approved a resolution approving the form 990, the minnesota charitable organization annual report to be filed with the minnesota attorney general and the wisconsin charitable organization annual report to be filed with the wisconsin department of financial institutions. The board of directors resolution also directed officers to file the form 990 with the irs, the charitable annual report with the charities division of the office of the minnesota attorney general and the wisconsin charitable organization annual report with the wisconsin department of financial institutions. The above stated review and approval process occurred prior to filing the allina health system form 990 with the irs, the minnesota charitable organization annual report with the minnesota attorney general and the wisconsin charitable annual report with the wisconsin department of financial institutions.”

“The organization has several methods of monitoring and enforcing compliance with its conflict of interest policy. First, the organization regularly distributes conflict of interest disclosure questionnaires to its officers, directors, trustees, and key employees. These individuals are required to disclose annually any interest that could give rise to conflicts, including any family or business relationship. Second, the general counsel's office annually delivers a report to allina's board of directors which includes, among other things, the results of the conflict of interest questionnaire, an analysis of potential conflicts, and guidance for satisfactorily resolving conflicts. Third, the organization undertakes mandatory compliance training of all its employees which includes training on conflicts of interest. Fourth, all employees receive, and are expected to conduct themselves in accordance with allina's code of conduct. The code of conduct contains educational materials and guidance to resolve potential conflicts of interest. Fifth, allina maintains a corporate integrity hotline, a confidential 24 hour external resource to help answer questions related to ethical business conduct. All calls to the integrity line are kept confidential.”

“The compensation committee of the allina health system board of directors is responsible for all compensation and benefits program elements for non-collectively bargained allina health system executive employees. Allina health system uses a process for determining compensation for the ceo and certain other officers and key executive employees that included all of the following elements: review and approval by the compensation committee of the board of directors, the members of which are independent and without a conflict of interest as defined in regulation section 53.4958-6(c)(1)(iii). Engagement of an independent compensation consultant specializing in executive compensation use of data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations contemporaneous documentation, substantiation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangement the above described process and an assessment is performed at least annually for the following positions: chief executive officer/president, chief financial officer, chief medical officer, president - abbott northwestern hospital, president - united hospital, president - mercy hospital, executive vice president - network integration, senior vice president - general counsel, executive vice president allina health group, senior vice president - chief compliance officer, senior vice president - allina health group operations; senior vice president - chief human resource officer, senior vice president - chief information officer. In addition, the compensation committee reviews and recommends changes to the board of directors for the chief executive officer and reviews and approves all compensation changes of the other fore mentioned positions listed in advance of the change.”

“Allina health system makes its form 990, form 1023, governing documents, conflict of interest policy, and financial statements available to the public upon request. To arrange an inspection or receive a copy, please contact the following: allina health system tax services mail route 10890 p.o. Box 43 minneapolis, mn 55407-0043 telephone: 612-262-0660 physical address: 2925 chicago avenue minneapolis, mn 55407-1321 the form 990 and form 1023 are also available directly from the internal revenue service. The form 990 and financial statements are also available from the charities division of the office of the minnesota attorney general. The financial statements are also available from digital assurance certification (dac) and on their website at dacbond.com, and from electronic municipal market access and on their website at http://emma.msrb.org. Dac clients meet the irs section 6104(d) requirements on allowing "public inspection of certain annual returns, reports, and applications for exemption and notices of status" via the dac website. Dac ensures the reliability and accuracy of the posted documents and takes reasonable precautions to precent alteration, destruction or accidental loss of the posted documents. Where requestd, a user may download a document, print a document, email a document or, given reasonable written notice, dac will mail a notification indicating where such documents are available within 7 days of the written request, per irs trea. Reg. Section 301.6104(d)-2(d). Publicly available data on the form 990 will also be available through amazon web services (aws) at https://aws.amazon.com/public-data-sets/irs-990/.”

“Form 990, part vii, section a allina health system provides compensation to the board of directors for serving on the board and for serving on certain committees. The following compensation was paid by allina health system for services provided to us and not disclosed on part vii or schedule j. $14,000 paid to hospital pathology associates for the services of joseph goswitz. $14,500 paid to bswing for the services of jennifer alstad $14,000 donated to courage kenny foundation for the services of thomas schreier.”

“Pension liability adjustments -1,143,185. Westhealth surgery center llc joint venture consolidation -747,000. District one hospital employee donations to employee fund 8,180. Distribution to members-micc -2,304,591. Twin cities medical imaging llc capital contribution 262,502. Transfer to courage kenny foundation 14,000.”

“This process remains unchanged from prior year.”