Aspen Medical Group

“As more fully described in the attached articles of merger, aspen medical group (amg) merged with and into allina health system [ein: 36-3261413], a minnesota 317a nonprofit corporation and 501(c)(3) tax exempt organization, on december 31, 2013. Articles of merger of amg into allina health system were filed with the minnesota secretary of state. Allina health system is the surviving and successor organization. As a result and for tax reporting purposes, all assets and liabilities of amg have been transferred to allina health system as of december 31, 2013.”

“Allina health system is the sole corporate member organization and parent organization of aspen medical group. See schedule r for further details. As the sole corporate member organization, allina health system holds certain reserved powers over aspen medical group. The reserved powers are fully described in aspen medical group's governing documents and include such powers as election and approval of directors, final approval of amendments to articles of incorporation or bylaws, approval of strategic plans and capital and operating budgets, approval of plans of merger or consolidation, approval of incurrence of debt or expenditures in excess of certain amounts, and various other reserved powers as described therein.”

“See the narrative explanation in schedule o related to form 990, part vi, section a, line 6.”

“See the narrative explanation in schedule o related to form 990, part vi, section a, line 6.”

“The tax services function of allina health system, aspen medical group's sole corporate member and parent organization, subjected the form 990 filing to a rigorous review process by allina's tax manager and tax director. After the management review process described above was completed, the final form 990, as ultimately filed with the internal revenue service ["irs"], was provided to each voting member of aspen medical group's board of directors. The aspen medical group board of directors reviewed the form 990, approved the filing, and authorized and directed officers to file the form 990 with the irs. The above stated review and approval process occurred prior to filing the aspen medical group form 990 with the irs.”

“The organization has several methods of monitoring and enforcing compliance with its conflict of interest policy. First, the organization regularly distributes conflict of interest disclosure questionnaires to its officers, directors, trustees, and key employees. These individuals are required to disclose annually any interest that could give rise to conflicts, including any family or business relationship. Second, the general counsel's office annually delivers a report to allina's board of directors that includes, among other things, the results of the conflict of interest questionnaire, an analysis of potential conflicts, and guidance for satisfactorily resolving conflicts. Third, the organization undertakes mandatory compliance training of all its employees, which includes training on conflicts of interest. Fourth, all employees receive, and are expected to conduct themselves in accordance with allina's code of conduct. The code of conduct contains educational materials and guidance to resolve potential conflicts of interest. Fifth, allina maintains a corporate integrity hotline, a confidential 24 hour external resource to help answer questions related to ethical business conduct. All calls to the integrity line are kept confidential.”

“Aspen medical group's compensation and benefits programs are vested in and administered in conjunction with allina health system, aspen medical group's sole member parent organization. The compensation committee of the allina health system board of directors is responsible for all compensation and benefits program elements for non-collectively bargained aspen medical group and allina health system employees. Allina health system uses a process for determining compensation for the allina health system chief executive officer, and certain other officers and key employees that included all of the following elements: review and approval by the compensation committee of the board of directors, the members of which are independent and without a conflict of interest as defined in regulation section 53.4958-6(c)(1)(iii). Engagement of an independent compensation consultant specializing in executive compensation. Use of data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. Contemporaneous documentation, substantiation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangement. The above described process and an assessment is performed at least annually for the following allina health system positions: chief executive officer/president, chief financial officer, chief clinical officer, executive vice president - allina hospitals, president - abbott northwestern hospital, president - united hospital, president - mercy hospital, president - unity hospital, executive vice president - ambulatory care, president - allina clinics, senior vice president - general counsel, senior vice president - clinical services lines, senior vice president - chief compliance officer. In addition, the compensation committee reviews and approves all compensation changes of the allina health system chief executive officer and the other positions listed in advance of the change.”

“Aspen medical group makes its form 990, form 1024, governing documents, conflict of interest policy, and financial statements available to the public upon request. To arrange an inspection or receive a copy, please contact the following: aspen medical group tax services mail route 10890 p.o. Box 43 minneapolis, mn 55407-0043 telephone: 612-262-0660 physical address: 2925 chicago avenue minneapolis, mn 55407-1321 the form 990 and form 1024 are also available directly from the internal revenue service.”

“Aspen medical group does not issue payments to independent contractors but rather allina health system, the parent organization, provides payments to independent contractors. The number reported on form 990, part v, line 1a is the number reported on allina health system's form 1096 box 3 related to payments made on behalf of aspen medical group.”

“Transfer fund balance to allina health system 83,625,120.”

“Aspen medical group's financial statements were included as a component part of the consolidated financial statements of its parent organization, allina health system. The consolidated allina health system financial statements were audited by the independent public accounting firm kpmg, llp. The audit was conducted in accordance with auditing standards generally accepted in the united states. Kpmg, llp issued an unqualified opinion on the consolidated financial statements, meaning the 2013 consolidated financial statements of allina health system present fairly, in all material respects, the financial position of allina health system as of december 31, 2013, and the results of its operations and its cash flows for the year then ended were in conformity with u.s. Generally accepted accounting principles.”

“There was no change to the oversight or selection process in 2013. See explanation for part xii, line 2b.”