University of Minnesota Physicians

“The board has one non-voting director who is a representative of the organization's primary clinical partner. The executive governance committee of the board of directors may act with the full authority of the board and transact business on behalf of the board in the interim between board meetings. It is composed of the following directors: the board chair, vice chair, treasurer, and secretary; the chief executive officer; and three to four other voting directors.”

“University of minnesota physicians was established as the designated practice organization of the faculty of the university of minnesota medical school under a designation by the university of minnesota board of regents. Accordingly, it is subject to certain operating policies and procedures established for the organization by the office of the dean of the medical school. The organization's bylaws grant the dean of the medical school the right to approve certain matters including: material changes to the articles of incorporation or the bylaws; the appointment of the ceo; the sale of substantially all assets; the merger, consolidation, change in control, or dissolution of the organization; the annual budget review; and the creation of clinical programs, business units, practice sites, subsidiaries, partnerships or joint ventures.”

“After the form 990 is prepared by the internal accounting department and the external preparer and before it is filed with the irs, it is reviewed as follows: it is reviewed in detail by the controller and the chief financial officer; it is then provided to the board's audit committee in advance of a committee meeting at which the external preparer presents an overview of the prepared form and responds to any questions or comments; following the audit committee's approval of the filing of the form, it is provided to the full board for viewing and comment.”

“The board's conflict of interest policy covers board directors, non-director members of board committees, and officers and executive-level employees of the organization. Determinations as to whether a conflict of interest exists with regard to an arrangement, transaction or disclosure are made by the compliance officer or the disinterested members of the board or a board committee if the arrangement is considered by the board or board committee. Actual conflicts are reviewed by disinterested members of the board or a board committee, or the ceo or cfo, for a determination as to whether the arrangement may be approved and whether a conflict management plan is required. In addition to their ongoing obligation to disclose any potential conflicts of interest that arise at any time, covered persons are required annually to receive the conflict of interest policy, certify their agreement with the policy, and complete a disclosure survey regarding any interests or relationships that could give rise to a conflict of interest with regard to their duties to the organization. All annual disclosure surveys are reviewed by the compliance officer and any disclosures indicating a conflict of interest are presented to the audit committee of the board for a determination as to whether a conflict management plan is required. A conflict management plan, for example, may require recusal of the covered person from any discussion, vote or other decision-making with regard to any matter for which the conflict exists.”

“The executive compensation committee of the board of directors ("ecc") is responsible for reviewing and approving the compensation and benefits of the ceo and certain other senior executives or leaders. The ecc is chaired by the board chair, and the additional voting members of the committee are all independent board directors, all of whom are determined to be without a conflict of interest as defined by irs regulations section 53.4958-6(c)(1)(iii). The ecc relies on independent, third-party compensation experts to provide analysis of compensation levels and packages, using fair market value principles consistent with irs requirements. It also uses independent national and local surveys applicable to academic medicine to assess comparable compensation benchmarks. The ecc approves the total compensation and benefits package, or a market range for elements of the total compensation package for executive officers, and requires that such compensation ranges are fair market value and reasonable in accordance with applicable requirements. The decisions of the ecc are contemporaneously documented in meeting minutes and provided to the board. The ecc reviews and approves all compensation for newly hired officers and conducts regularly scheduled reviews of the total compensation offered to all executive officer positions on an annual basis. It also engages a third-party, external compensation expert to conduct periodic reviews of compensation packages offered to executives using a bi-annual, rotating calendar cycle for all executive officer positions. On an annual basis, the ecc conducts a performance review of the ceo and determines any adjustments to the ceo's compensation based on the performance review and a review of comparability data. Through the ecc, the board has delegated to the ceo the accountability to conduct annual performance reviews of executive officers and determine compensation within market ranges that have been approved by the ecc for executive officers. Any compensation packages exceeding the approved market ranges must be approved, in advance, by the ecc.”

“Documents are made available to the public as required by law.”

“While umphysicians did not maintain an office or employees outside of the united states, a subsidiary of umphysicians did. However, this subsidiary is not included as part of this form 990.”

“Umphysicians makes voluntary transfers to the university of minnesota medical school to support research, education and clinical expenses. Because these transfers are voluntary, they have been reported on part ix, line 1 as grants. They have also been reported on schedule i as grants.”

“Loss on equity investment -28,820,372.”