Hpi Ramsey

“Hpi-ramsey amended and restated its articles of incorporation and bylaws effective january 1, 2013. The articles were amended to clarify that the supported organizations of hpi-ramsey are healthpartners, inc. And the class of organizations that are directly or indirectly controlled by healthpartners, inc., and are described in code sections 501(c)(3) and 509(a)(1) or 509(a)(2). The bylaws were amended to reconfigure the four member board of directors. One director position that was previously appointed by the other directors became a position subject to appointment by the sole member. Another director position that was previously appointed by the sole member became an ex officio position.”

“Healthpartners, inc. Is the sole corporate member of hpi-ramsey.”

“Healthpartners, inc., the sole corporate member, appoints one director of the four member board of directors. The chief administrative officer of the sole corporate member serves as a director ex officio.”

“Healthpartners, inc., the sole corporate member, must approve the decisions of the board of directors as follows: - amendment of articles or bylaws - annual operating and capital budgets - all capital expenditures in excess of $1,000,000 - merger or consolidation with another corporation - disposition of substantially all assets - dissolution - election of the chairperson and president - activities that could impact the sole corporate member's status or that of its related organizations.”

“Hpi-ramsey's 990 return has a comprehensive review process that is followed before it is presented to the governing body of hpi-ramsey. The review process includes a layered review by the tax department of group health plan, inc. (ghi), the management team of hpi-ramsey, ghi's internal legal department and hpi-ramsey'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 hpi-ramsey. Hpi-ramsey makes available to the governing body (board of directors) a copy of the 990 for review and comment prior to the filing of the 990 return. This copy will be provided in a mailing to the board members prior to the filing of the 990. Each board member will have an opportunity to comment or ask questions about the 990 before it is filed. This process will be noted and documented in a written memo in the files of the board of directors.”

“As required by the bylaws of hpi-ramsey, the board 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, principal officers, members of a committee with board delegated powers 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 president and chair of the board. A verbal summary is also given to the full board.”

“Hpi-ramsey has no employees. All officers and directors are paid by group health plan, inc. (ghi), a related organization which has an annual process to review the market comparability of the total compensation of hpi-ramsey's president, board chair and secretary. Every three years, under the direction of the ghi board of directors' compensation committee (compensation committee), a total compensation market review is completed. 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. 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 committee. For the chief executive officer and certain other positions full independent reviews are performed. In all cases, committee members complete an annual conflict of interest survey to assure the compensation committee members' independence, staff is not in room during deliberations or vote including executive sessions, and contemporaneous minutes are kept. Total compensation is appropriately documented on the form 990 and w2s the board of directors has delegated to the compensation 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 had delegated to the ceo (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 need to be approved by the compensation committee.”

“Hpi-ramsey's financial statements and 990 returns are made available to any person who requests the information from hpi-ramsey or healthpartners, inc. Hpi-ramsey's articles of incorporation are available to any person who requests the information through the minnesota secretary of state's office. Hpi-ramsey's conflict of interest policy through its related organization, healthpartners, inc. Can be viewed through the healthpartners.com website.”

“All officers of hpi ramsey are employed and compensated by ghi. Reported average hours worked are based on their total compensation from all related organizations.”

“Hpi-ramsey is a minnesota non-profit corporation recognized as exempt from federal income tax under internal revenue code ("irc") section 501(c)(3) and is part of the family of healthpartners organizations (healthpartners), an integrated system of health financing, care delivery, and support services providing health plan services to over 1,165,000 members and delivering care to over 4,500,000 patient encounters, primarily in minnesota and western wisconsin. Healthpartners' mission is to improve health and well-being in partnership with our members, patients and community. Healthpartners seeks to transform healthcare through a relentless focus on the triple aim - providing exceptional experience for the individual, improving the health of the population, and improving affordability - all at the same time. Healthpartners includes an array of tax-exempt and taxable entities - including five hospitals and their related foundations, two health maintenance organizations, four non-profit physician groups, home care, transitional care, medical equipment, a third party administrator that serves self insured employers, and many more. A complete listing of all healthpartners organizations, for which hpi is the parent organization and the reporting relationship between each of those organizations, can be found on schedule r within this 990 return. Healthpartners, inc. (hpi) is the parent entity of healthpartners and is the sole corporate member of hpi-ramsey. Hpi is a minnesota non-profit corporation and licensed health maintenance organization (hmo) recognized as exempt from federal income tax under internal revenue code (irc) section 501(c)(4). Hpi-ramsey is the sole corporate member of the following non-profit corporations all of which are exempt under irc section 501(c)(3): regions hospital (a full service hospital and level 1 trauma center), regions hospital foundation, capitol view transitional care center, stillwater health system (which is the parent entity of lakeview memorial hospital association, inc. And stillwater medical group), ramsey integrated health services (a home care provider), and, rh-wisconsin, inc., a wisconsin non-stock corporation. Rh-wisconsin together with group health plan, inc. (a staff model hmo) are the sole corporate members of three tax-exempt wisconsin hospitals - hudson hospital, inc., westfields hospital, inc., and, as of 2014, amery regional medical center, inc. Hpi-ramsey is recognized as a supporting organization under irc section 509(a)(3) that operates for the benefit of its related tax-exempt organizations. For information about the community benefit activities and accomplishments of the healthpartners system and hpi-ramsey's supported organizations, please see the form 990 filings for each entity.”