Medica Foundation

“Medica foundation has entered into an administrative service agreement with medica services company (msc) , a related exempt organization. Through this agreement, msc leases its employees and provides various management/administrative services to medica foundation and medica foundation pays for such services throughout the year.”

“The bylaw changes decouple "officers" from "vice presidents" by removing references to vice presidents and senior vice presidents in the bylaws and by eliminating the requirement that the board must approve the ceo's appointment of senior vice presidents and above. Under the bylaws as revised, the board will only approve the appointment of "officers" of the company - defined as the president and ceo, the treasurer and cfo, the secretary, and any other officers the board "deems necessary for the operation and management" of the company. Under the revised bylaws, vice presidents and senior vice presidents will no longer be presumed to be "officers" of the company (other than those noted above), unless specifically appointed by the ceo and approved by the board.”

“Medica's tax advisors complete the return, finance staff reviews the return before it is signed by the cfo. A copy will be provided to the board of directors prior to filing with the irs.”

“Annually all employees of medica health plans and directors of all medica entities complete a conflict of interest disclosure and are required to review the current policy. All potential conflicts are reviewed by legal/compliance.”

“Medica foundation does not have any employees. All compensation is paid by a related organization. Which uses the following process to determine compensation. The personnel and compensation committee, as described in the charter, reviews and obtains the board's approval for total compensation for the president/ceo. The committee also reviews and approves total compensation recommendations made by the ceo for the executive and senior vice presidents, and reviews all officer compensation and annual performance goals approved by the ceo. The committee reviews and makes recommendations to the board regarding officer and non-officer compensation guidelines for medica and its subsidiaries, periodically reviewing market data to assess medica's competitive position. Outside the charter, the personnel and compensation committee works with an outside consultant to review market data that aids in setting the compensation for the officers and key employees.”

“Medica does not consider its conflict of interest policy to be a confidential or proprietary document. Therefore, medica would make this policy available to anyone who requests it. Certain of the medica entities are required to file annual financial statements with the regulators. Medica considers financial statements that are filed with the regulators to be public documents. Financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in section 6104(d).”

“Certain individuals reported on form 990, part vii split their time between several of the medica entities (medica health plans, medica community health plan, medica foundation, medica affiliated services, medica insurance company, medica self-insured, medica health management, mmsi, inc, medica services company, medica regional insurance company, and medica holding company). The average hours per week reported in part vii are the total hours per week for all medica organizations.”