Saint Anne of Winona

“The executive committee (comprised of the chair, vice-chair, board secretary, and the chairs of the standing committees) is authorized to act on behalf of the board in the interval between meetings of the board, provided, however, that it may not determine matters of policy without prior specific authorization of the board.”

“The corporation contracts with benedictine health system, a related organization, for management services. Benedictine health system employed the administrator/ceo of the corporation.”

“Benedictine health systems amended governace documents went into effective february 2024 to reflect the change in catholic sponsorship from the benedictine sisters benevolent association to duluth benedictine ministries.”

“Benedictine health system, a minnesota nonprofit corporation, is the sole member of the corporation.”

“Each director of the corporation is appointed by benedictine health system.”

“Benedictine health system has certain reserved powers relating to the activities of the corporation as set out in the corporation's by-laws. In addition, duluth benedictine ministries acts as the canonical steward of the corporation in accordance with catholic tradition and values and the mission and philosophies of the benedictine sisters of st. Scholastica monastery of duluth, minnesota. Duluth benedictine ministries retains responsibility for the mission, catholic identity and values of the corporation while management of the corporation's operations is the responsibility of the corporation and benedictine health system.”

“The form 990 was prepared by an independent accounting firm and reviewed based on information provided by management. The return was then reviewed by the cfo. An electronic copy of the form 990 was distributed to the governing body prior to filing.”

“On an annual basis, interested persons are required to disclose any relationships that constitute or might lead to a conflict of interest by completing the conflict of interest and gift disclosure statement. The bhs compliance department will distribute the statements and collect and maintain the completed statements. The bhs compliance manager will review the statements and provide a summary of the identified conflicts of interest to the bhs chief compliance officer, who will alert the bhs ceo and the chair of the bhs board of directors to any items of concern. An "interested person" is any person in a position to exercise substantial influence over the system, including but not limited to a board member, board committee member, or officer or director of bhs or a facility (such as facility ceo/administrators and bhs senior leaders and directors). For interested persons who are employees (other than the bhs ceo), following disclosure of the actual or potential conflict of interest and all material facts, the interested person's supervisor will determine whether a conflict of interest exists. For the bhs ceo and board and committee members, following disclosure of the actual or potential conflict of interest and all material facts, the interested person will leave the board or committee meeting while the remaining members of the board or committee determine if a conflict of interest exists. The interested person may participate in deliberation regarding the transaction if the applicable supervisor, board, or committee determines a conflict of interest does not exist. An interested person who has been determined to have a conflict of interest may not participate in the deliberation or decision regarding the transaction or arrangement involving the conflict of interest and may not be present during such deliberation or decision making. The interested person may be allowed to make a presentation to the supervisor, board, or committee considering the transaction or arrangement as to which the conflict of interests refers prior to the deliberation and decision.”

“Compensation for the organization's ceo is determined by the compensation committee of the board of directors. This committee is comprised entirely of independent directors. The compensation committee reviews data on compensation provided to individuals holding comparable positions in comparable organizations in order to establish a reasonable compensation range. The data is collected and reviewed with the compensation committee by an independent consultant. Based on the market data and in light of any specific individual benedictine health system 41-1531892 qualifications, the compensation committee determines compensation. The deliberations and determinations of the compensation committee are recorded contemporaneously and provided to the governing body for review. Compensation for the cfo, other officers, and other key employees of the organization is determined by the ceo.”

“The organization does not make its governing documents, conflicts of interest policy, and financial statements available to the public.”

“The benedictine health system audit/ finance committee oversees the selection of the independent auditor and oversees the annual consolidated audit of benedictine health system and affiliates which includes the organization.”