Olmsted Medical Center

“The executive committee shall consist of four (4) voting members consisting of the board chair, chair of the finance committee, president and chief executive officer, who will be ex officio members. Except as provided by the board of trustees, the executive committee will have the authority of the board of trustees in the management of the business of the corporation to act in the intervals between meetings of the board of trustees.”

“The form 990 was prepared by an external accountant. A draft of the form 990 was reviewed in detail by the financial services manager, controller and cfo. Any necessary corrections and adjustments were made. The form 990 was reviewed by the ceo and cfo and presented to the compensation committee. The final form 990 was made available to the board members for their review prior to filing with the irs.”

“Each clinic and public trustee and principal officer ("covered members") of the corporation annually signs a statement which affirms that each person has received and understands the conflicts of interest policy, has agreed to comply with the policy, and understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Unless a previously disclosed and documented conflict of interest is known to the board, all conflicts of interest are disclosed to the board by the covered member with the conflict(s) and documented in the board meeting minutes. A covered member has disclosed a conflict if he or she promptly provides a description of the material facts comprising the conflict of interest to the board. If a covered member has a conflict of interest on any matter considered by the board, such matter is approved by the board in a manner that complies with the requirements of the seventh restated bylaws of olmsted medical center and minnesota statue section 317a.255. Such law currently states that a matter involving a conflict of interest will not be void or voidable if approved by one of the following procedures: the contract or transaction was, and the person asserting the validity of the contract or transaction has the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation when it was authorized, approved, or ratified. The material facts as to the contract or transaction and as to the trustee's interest are fully disclosed or known to the members and the contract or transaction is approved in good faith by two-thirds of the members entitled to vote, not counting any vote that the interested trustee might otherwise have, or the unanimous affirmative vote of all members, whether or not entitled to vote; or the material facts as to the contract or transaction and as to the trustee's interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the board or committee, not counting any vote that the interested trustee might otherwise have, and not counting the trustee in determining the presence of a quorum.”

“In order to ensure that all olmsted medical center (omc) executive compensation decisions are competitive, equitable, uniformly administered, and consistent with market practices, omc follows recommended best practices. The goals of executive compensation are to attract and retain highly qualified personnel, to maintain compensation levels commensurate with the scope of responsibilities for each position, and to reward outstanding performance. Omc will seek management talent by conducting national searches for qualified applicants for any vacancies at the chief medical officer, and chief executive officer positions in addition to vice president positions as necessary. The same philosophy is applicable to the position of omc president. Omc engages an external consultant who annually compiles a peer group compensation analysis and on a two year basis compiles a peer group compensation and benefits analysis. Peer groups for executive compensation, which includes base salaries, will be provided for health delivery systems with a minimum of a hospital and an employed physician network and net revenues roughly similar to the revenues of olmsted medical center. Most recently a compensation peer review study was completed for the chief executive officer, president, chief medical officer, and vice presidents and presented to the board executive compensation committee. The executive compensation committee receives a summary of everyone's compensation to ensure it is in alignment with the same compensation methodology and agreed upon methodology of the executive compensation system of omc. These positions include the chief medical officer,and vice presidents of omc. The executive compensation committee will set the compensation of the president and chief executive officer and minutes are kept of these discussions. The board of trustees, acting through the board of trustees compensation committee, must approve the executive compensation policy and process of determining executive compensation. In addition, the physician salaries are calculated annually, using regional physician salary comparison guides factoring in productivity and quality measures, and reviewed on an annual basis for market reasonableness by an independant consulting firm. The physicians receive no compensation as attending board members. These discussions are noted in the minutes of the board of trustees compensation committee annual meeting.”

“The governing documents and conflict of interest statements are not made available to the public. The annual form 990 & attached audited financial statement report is available in accordance with the public inspection of the return requirements.”

“Post retirement benefit cost -1,270,829.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”