Minnesota Public Radio

“The executive committee is composed of at least three trustees designated by the board of trustees. The committee has the authority of the board of trustees in the management of the business of this corporation in the interval between meetings of the board of trustees.”

“The organization relies on american public media group to provide certain management, financial, and hr services. American public media group is a not-for-profit parent support organization whose primary purpose is to provide financial and management support services to its affiliates.”

“Minnesota public radio (mpr) is controlled by its not-for-profit parent support organization american public media group (apmg). Apmg has the ability to approve the election of trustees by the mpr board.”

“Minnesota public radio (mpr) is controlled by its not-for-profit parent support organization american public media group (apmg). The following actions require prior approval of the board of trustees of apmg: 1) amendment of the articles of incorporation 2) amendment of the bylaws 3) merger or consolidation with any other corporation 4) sale, lease, encumbrance or other disposition of all or substantially all of the corporation's property 5) voluntary dissolution”

“The form 990 is prepared under the direction of the audit committee of the organization's board of trustees and is made available to each member of the board prior to filing with the irs.”

“The organization surveys its trustees, officers, and key employees annually for potential conflicts of interest. The surveys are analyzed and inform transactions and voting in order to maintain and disclose actual conflicts of interest. The organization's conflict of interest policy covers (a) trustees, (b) a trustee or director of a related organization (within the meaning of minnesota statutes, section 317a.011, subdivision 18), or (c) an organization in or of which a trustee is a director, officer or legal representative or has a material financial interest. Transactions may be authorized if the material facts as to the contract or transaction and as to the trustee's interest are fully disclosed or known to the board of trustees, and the board of trustees authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the trustees (without counting the interested trustee), at a meeting at which there is a quorum without counting the interested trustee.”

“The personnel & compensation committee of the board (pcc) reviews the compensation and benefits plans of the organizations of apmg, including mpr, on an annual basis, including the company's compensation philosophy, health care plan, and summary of other benefits, including executive benefits, and savings and retirement plans. The pcc sets the compensation for the ceo, approves the ceo's recommendations for compensation for the coo, and reviews compensation for other officers. Towers perrin is the committee's compensation consultant of record, and the organization subscribes to several additional market data sources to ensure market competitive pay practices. The pcc establishes an annual at-risk compensation plan to enable the participating organizations of apmg, including mpr, to attract, retain and motivate key management talent by providing total compensation that is competitive with the market and has the following objectives: - focus management efforts on key annual financial and strategic results. - encourage teamwork and individual performance by providing rewards for achievement of company goals, as well as individual and departmental performance objectives. Each member of the senior management team participates in the plan, which provides that a certain percentage of their base salary is available in the form of at-risk compensation at year end based on an evaluation of performance against goals. The total compensation opportunity is benchmarked externally through towers perrin. The goals against which performance is evaluated include overall company objectives - including revenue and net (financial measure) and annual objectives (annual objective measure), and also personal objectives (individual measure). Achievement against company objectives, including financial and annual objectives, is determined by the pcc. The size of at risk compensation varies by level within the organization. Each employee level has an at risk amount that is a percentage of her/his base salary. The plan is discretionary in that the pcc reserves the discretion to provide at risk compensation up to 125% of target for exceptional results, to make awards on a pro-rata basis for results that exceed the plan threshold but not the target, or to waive the threshold requirement altogether. On an annual basis, the ceo's compensation is determined by the pcc. The coo is evaluated by the ceo, who discusses their evaluations with the pcc and makes a recommendation for their base salary and at risk compensation. The office of the president, which includes the ceo, coo, cfo, chro, general counsel, and cdo provide their recommendations for base salary and at-risk compensation for the remainder of the senior management team.”

“The organization makes its governing documents and financial statements available for public inspection on its website; by request to have the documents received via e-mail or the post; or in person at its offices at 480 cedar street, st paul, mn 55101. A fee may apply for copying and mailing costs associated with a request. Documents are available for the same period of disclosure as set forth in section 6104(d).”