Institute for Clinical Systems Improvement

“Icsi's current members are healthpartners, inc., ucare minnesota, and medica health plans. Per article i, section 1 of icsi's bylaws, the voting members, which are referred to as principal sponsors in the bylaws, shall be healthpartners, inc., ucare minnesota, and medica health plans, and those other entities (a) with whom this corporation has entered into a principal sponsor agreement; (b) who are not in default under such agreement; (c) who agree to use statements of best health care practice developed by this corporation only for collaborative, systematic quality improvement and not for punishment, coercion or assignment of penalty; and (d) who have been accepted as principal sponsors by all of the then-existing principal sponsors and by the board of directors.”

“Per article iii, section 2 of icsi's bylaws, there shall be six institutional directors, who shall be appointed as follows: (i) two institutional directors shall be appointed by mayo foundation, a minnesota nonprofit corporation; (ii) two institutional directors shall be appointed by group health plan, inc., d/b/a healthpartners medical group ("hpmg"), a minnesota nonprofit corporation; and (iii) two institutional directors shall be appointed by park nicollet health services, a minnesota nonprofit corporation. There shall be as many principal sponsor directors as there are principal sponsors. Each principal sponsor shall be entitled to appoint one principal sponsor director, who shall be a medical director of the principal sponsor.”

“Per article iv, section 9 of icsi's bylaws, the following actions shall not be effective without the approval of the principal sponsors: (a) adoption of annual operating and capital budgets; (b) amendments to approved operating and capital budgets; (c) payment of unbudgeted expenditures in excess of $100,000; (d) adoption or amendment of any strategic or annual plan; or (e) substantial changes in the programmatic or strategic direction of the corporation.”

“Icsi's 990 return has a comprehensive review process that is followed before it is presented to the governing body of icsi. The review process includes a layered review by the tax department of ghi, the management team of icsi, icsi's outside legal counsel and icsi's outside independent accountants. Each one of those areas has an opportunity to review, ask questions and make comments back to the tax department of ghi before the form 990 is completed and presented to the governing body of icsi. Once that review process has been completed, it is the policy of icsi to make available to the finance and audit committee of its board of directors and to its board of directors, a copy of the 990 prior to the filing of the 990 return. This copy will be provided in the board packet of both the finance and audit committee meeting and the board of directors meeting prior to the filing of the 990 and will be an agenda item at both meetings. The board of directors has given the responsibility of the 990 review process to the finance and audit committee. It will be the responsibility of the finance and audit committee to address that review with the board of directors. This process will be noted and documented to the meeting minutes of both meetings.”

“Icsi's board of directors monitors potential conflicts of interest on the part of its board members, officers and key employees by maintaining a conflict of interest policy. Under the policy, all board members, officers and key employees annually are provided with a copy of the policy and requested to complete a questionnaire identifying any potential conflicts of interest. A report of these potential conflicts is shared with the board of directors, including the president. Board agendas and executive decisions are monitored in relation to this policy.”

“Icsi has no employees. The ceo and other officers are paid by ghi, a supported organization. Ghi has an annual process to review the market comparability of the total compensation of its ceo and its other officers. Every three years, under the direction of the ghi board of directors' compensation and leadership development committee (compensation committee), a total compensation market review is completed by an external compensation consultant. The review includes all components of compensation; base salary, annual incentives, benefits and perquisites. The market survey results are presented to, reviewed by and approved by the independent compensation committee. Based on this market data, the compensation committee determines minimum and maximum total compensation ranges for each officer. In interim years, ghi's human resources staff, under the direction of the compensation committee, updates changes in the salary structure based on the same independent studies performed by the compensation consultant for the compensation committee. For the chief executive officer and certain other positions full independent reviews are performed to set salary ranges based on the competitive market data specific to those positions. The compensation committee reviews and approves each year's compensation results. In all cases, committee members complete an annual conflict of interest survey to assure the compensation committee members' independence and this is updated at any meeting at which decisions are being made. Staff (other than the secretary to the board) is not in the room during deliberations or vote including executive sessions, and contemporaneous minutes are kept. The board of directors has delegated to the executive committee the accountability to conduct an annual performance evaluation and to determine the compensation of the ceo based on the performance review and the market comparability data, approved by the compensation committee. The board has delegated to the healthpartners ceo and president (with authority to further delegate) the accountability to conduct annual performance reviews and determine the compensation of all other officers within the compensation ranges determined by the compensation committee. Any exceptions to compensation in excess of the approved ranges are approved by the compensation committee. Total compensation is appropriately documented on the form 990 and w2 statements.”

“Icsi's financial statements and 990 returns are made available to any person who requests the information from icsi. Icsi's articles of incorporation are available to any person who requests the information through the minnesota secretary of state's office.”

“All employees of icsi are employed and compensated by ghi. Icsi reimburses ghi 100% of salaries and benefits. All hours worked by icsi employees are to support icsi's operations.”

“The mission of the institute for clinical systems improvement (icsi) is to champion the cause of health care quality and to accelerate improvement in the value of the health care its stakeholders deliver to the populations they serve. Icsi's vision is to be a collaboration that is deemed essential by its members for their improvement of health care and deemed essential by the community as a trusted voice for quality in health care.”

“I. Organization and governance icsi is a nonprofit minnesota corporation exempt from income tax under section 501(c)(3) of the internal revenue code ("irc") and is not a private foundation as defined by section 509(a) of the irc. Icsi is governed by a board of directors. The mission of icsi is to champion the cause of health care quality and to accelerate improvement in the value of the health care its stakeholders deliver to the populations they serve. Icsi's vision is to be a collaboration that is deemed essential by its members for their improvement of health care and deemed essential by the community as a trusted voice for the improved health of the population, experience of the patient and affordability of health care. Icsi has about 50 members and is funded by three minnesota health plans. The combined medical groups, hospitals, and integrated systems represent approximately 8,500 physicians. As part of its commitment to support quality improvement, icsi has accomplished the following in 2016. Ii. Icsi's activities -icsi currently has 37 guidelines available on its website. Icsi revised four of them in 2016. -150 participants from five organizations in west central minnesota participated in a nine-month learning community focused on team quality improvement as part of minnesota's accountable health model and state innovation model (sim). -icsi continued to partner with st. Paul-ramsey county public health to create and implement culturally tailored best practices related to healthy lifestyles for both the hmong and african american communities. This work is part of their ship (statewide health improvement partnership) grant. -icsi is partnering with clearway minnesota to increase the capacity of health systems to address tobacco cessation with practical offerings that connect people and provide real-world examples of effective methods and practices at the clinic level. A kick-off event in november attracted nearly 100 participants, and work continues in 2017 with regional workshops and practice facilitation opportunities for a few minnesota clinics. -we wrapped up the mental health community partners network in 2016, where more than 200 people from 75 organizations across the state participated in network events, making new connections and learning about great examples of collaboration to improve transitions for people with mental illness. This project was made possible by the minnesota hospital association's hospital engagement network, funded by the partnership for patients program of the centers for medicare and medicaid services. -icsi hosted 100 health care leaders, consumers, and others at an event in september 2016 to help the minnesota health care community understand the implications of the qpp/macra and the shift to value-based care and payment in january 2019. -through funding from a state innovation model (sim) grant, icsi continued a partnership with stratis health to provide practice facilitation to 10 primary and specialty clinics across minnesota, representing about 140 clinicians, through december 2016. Focus areas for improvement work include total cost of care, chronic disease management, health care home certification, health it, behavioral health integration, alternative care models, and general quality improvement. -icsi, in collaboration with the healthpartners institute, the minnesota department of health (mdh), and stratis health, began work on a chronic condition management program. We are supporting five clinics in organizing and developing models of care to increase their care teams' abilities to meet patient needs, leverage their electronic health record (ehr) for optimized clinic workflows and reporting, and connect with a network of resources to improve the health of their patients. While the primary focus is on hypertension, the goal is to have a general management system in place for any chronic condition by the end of the program in 2018. -icsi's annual colloquium had 323 attendees and s”