Lifeworks Services Inc.

“The board of directors shall elect an executive committee. It shall consist of at least three (3) members of the board. The executive committee shall consist of the chair of the board and the secretary, chairs of any existing committees, the immediate past chair of the board if still a member of the board, and such other members of the board of directors, if any, as are determined by the board of directors. The chair of the board shall be the chair of the executive committee. The executive committee shall act only in the interval between meetings of the board of directors and at all times is subject to the control and direction of the board of directors. In the interval between meetings of the board of directors, the executive committee shall have the complete authority of the board of directors in the management of the business and affairs of the corporation, except that the executive committee may not remove or elect directors.”

“A draft of the financial audit and form 990 are presented each year to the audit & investment committee for review. Upon review, the audit & investment committee presents the meeting minutes, the financial audit and form 990 to the full board for approval prior to being filed with the irs.”

“It is the policy of the board that the existence of any conflicts of interests shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board of directors and executive team to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The board has determined that the transaction is in the best interest of the organization. Disclosure in the organization should be made to the president and ceo (or if they are the one with the conflict, then to the chair of the audit and investment committee), who shall bring the matter to the attention of the audit and investment committee. Disclosure involving directors should be made to the chair of the audit and investment committee, (or if they are the one with the conflict, then to the chair of the board) who shall bring these matters to the audit and investment committee. In each case, the audit and investment committee shall review the possible conflict and report it to the board along with a recommendation for resolution. The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to lifeworks. The decision of the board on these matters will rest in the sole discretion of the board of directors, and their concern must be based for the welfare of lifeworks and the advancement of its purpose.”

“The board compensation committee is responsible for recommending performance objectives for the ceo, evaluating the ceo's performance, and recommending to the board the base salary, cash incentive bonus, and other compensation for the ceo of lifeworks. When making the recommendation, the committee relies on comparability data provided by internal hr staff and, from time to time, outside consultants. In 2021, the committee based their recommendation from the following sources; the 2019 national executive compensation survey and a review of form 990s from non-profit organizations containing their associated ceo compensation data. The national survey included non-profit ceos across the country that led organizations with revenues between $25m - $99m and data from non-profit ceos associated with minnesota organizations in the metro area. The committee presented their recommendation to the board and the compensation package was approved. Proceedings and decisions are documented in committee and board minutes. Annually, human resources reviews the pay structure for the chief operating officer and the vice president of finance positions using salary surveys that compare positions to similar positions in other for-profit and nonprofit organizations in minnesota and then reviews compensation for these positions with the president & ceo who determines the chief operating officer and vice president of finance's compensation. Lifeworks has a formal salary structure and annual adjustments are based upon movement in the local labor market. Human resources documents and measures changes in the market with local compensation surveys both in the non-profit and for-profit segments. The executive leadership team will establish annual salary increase recommendations based upon organizational affordability and performance. Current practice is to maintain a common increase date in the third quarter. Individual positions are assigned a pay grade based on applicable external labor markets and internal equity. Each pay grade has a corresponding salary range minimum, salary range mid-point (also referred to as market rate) and a salary range maximum. Grades assigned to positions may change if the market has moved as documented by a review of market data. Individual pay is reviewed at least annually with the goal of considering salary adjustments for employees whose pay falls substantially below the midpoint (market rate) if their performance and skills merit an increase in pay.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The financial statements and whistleblower policy are also found on the organization's website.”

“The process has not changed from the prior year.”