Planned Parenthood Minnesota North Dakota South Dakota

“The executive committee performs the functions and has the powers of the board in the management of the business of the organization, subject to the guidance and limitations set forth in the bylaws. The executive committee prepares the agenda for each board meeting, in consultation with the president and the committee chairs. All actions taken by the executive committee are reported by providing the minutes of the executive committee's meetings to the board members at or before the next board meeting. The executive committee consists of the chair of the board, the chair-elect, if any, the vice chair, the treasurer, the secretary, and the chairs of the governance, development, audit and enterprise risk management committees.”

“Any person, foundation, corporation or other organization making a financial contribution is deemed to be a general member of the organization. Persons who render volunteer services to the organization on a regular basis are also general members for the same period.”

“The organization's executive management team conducted a detailed review of the form 990 and presented the form 990 to the full board for its review and approval prior to filing the return.”

“All directors, officers, management staff, and clinicians complete a conflict of disclosure statement annually to be reviewed by the chief executive officer or the board chair. It is a continuing responsibility of covered individuals to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make disclosures for potential conflicts throughout the year. Prior to board or committee action on a contract or transaction involving a conflicted member, the conflicted member shall disclose all facts material to the conflict of interest. The conflicted member shall not participate in or be permitted to hear the board or committee's discussion except to disclose facts and to respond to questions. Conflicted members shall not be counted in determining the presence of a quorum for the purposes of the vote and shall not be permitted to vote. The minutes of the meeting shall include details of the conflict of interest.”

“Ppmns utilizes an outside compensation consultant to conduct a market analysis of ceo and executive compensation, reporting on both base pay market median and variable pay market median. The market analysis is focused on organizations that match ppmns in size, scope, and region. Multiple types of organizations are used, predominantly focused on healthcare organizations, but other industries with similar size and scope are also used in the analysis to represent the complexity of the ppmns business model. The formal analysis is completed every other year the incumbent is in the position. In the off-cycle years, trending data is used to determine movement in ceo and executive pay and is used in consideration when making adjustment recommendations or when making a determination that an off-cycle market analysis is advisable. The market data is reviewed by the personnel and compensation committee comprised of independent persons who make a formal recommendation to the board of directors as it relates to establishing ceo compensation. The ceo makes the final determination of salary increases for other executive compensation, excluding her own, based on individual performance and position relative to the market median. This process was last undertaken in july 2017 for the ceo, evp external affairs, and general counsel/compliance officer.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public. Summarized financial data is available in the organization's annual report available on the website.”