Centracare Clinic

“The sole member is centracare health system, a minnesota non-profit organization.”

“All board members are appointed by centracare health system, the sole corporate member.”

“The following matters are reserved for action by centracare health system, the sole member: 1. Adoption of amendments to the articles of incorporation or bylaws. 2. Appointment of directors and officers. 3. Approval of the corporation's annual operating and capital budgets and any debts to be incurred. 4. Approval of all strategic plans. 5. Determination of the dissolution of or the discontinuation of the business of the corporation. 6. Approval of any transaction which may affect the corporation's status as an organization exempt from federal income taxation.”

“The board of directors has delegated the approval authority of the form 990 to the audit committee. Annually, at the audit committee meeting, prior to filing with the irs, the audit committee reviews and approves the form 990. A copy of the form 990 is then provided for the full board to review prior to filing with the irs.”

“The board members are required to review and sign a conflict-of-interest questionnaire twice a year. All staff sign a conflict-of-interest form on an annual basis. The questionnaires are reviewed by the corporate compliance officer as well as the corporate compliance group (a compliance committee which includes internal members and external counsel). The responses to the questionnaires are then reviewed with the executive committee of the board. The corporate compliance officer is responsible for monitoring conflict-of-interest related to the board and staff and to alert affected parties when a conflict-of-interest arises. When an actual conflict arises, the affected party is asked to recuse him/herself from the decision-making process. The corporate compliance officer attends the board meetings and specified board committee meetings where conflict-of-interest may arise.”

“The compensation and benefits of the president are subject to full compensation and benefits compatibility studies conducted biennially by a third-party independent compensation consultant. The compensation portion of the study is reviewed annually by the consultant and updated for the compensation committee and board of directors for review and approval. The most recent full review was completed in june 2024. The third-party independent compensation consultant is retained by st. Cloud hospital to perform the services. The compensation and benefits of the vice-presidents (non-medical providers) are subject to full compensation and benefits comparability studies conducted biennially by a third-party independent compensation consultant. The compensation portion of the study is reviewed annually by the consultant and updated for the compensation committee and board of directors for review and approval. The most recent full review was completed in june 2024. The third-party independent compensation consultant is retained by st. Cloud hospital to perform the services.”

“The clinic/centracare health system does not generally make its governing documents or conflict-of-interest policy available to the public. The hospital/centracare health system does provide an annual report to the community in which financial results are reported to and discussed with the public. This report is available to the public on the organization's website.”