Lifeworks Services Inc.

“The board of directors shall elect an executive committee. It shall consist of at least three (3) directors. The executive committee shall consist of the chair, the vice chair (if one has been elected), the secretary, chairs of any existing committees, the president, the immediate past chair of the board if still a director, and such directors, if any, as are determined by the board of directors. The chair 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.”

“In connection with governing documents, the board of directors reviewed and approved changes to the organization's bylaws in 2023. The bylaws have been updated to clearly state the organization's name, purpose, and location. Power and duties regarding the vice chair (if one is elected), the president, and treasurer have been updated including clarifying the board's appointment of president and treasurer who will serve as corporate officers rather than board officers. The board will also approve any title within the organization that includes "vice president", "chief", or "officer". Lastly clarifications were made regarding meetings, notice of meetings, and the definition for "material" as it relates to loans or debt.”

“A draft of the audited financial statements and corresponding footnotes along with irs 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 leadership 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.”

“The compensation committee of the board 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. Annually, human resources reviews the pay structure for the chief program officer and the chief financial officer 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 and ceo who determines the chief program officer's and chief financial officer's compensation. For all other officers and key employees, 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 process described here was last completed in 2023.”

“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.”