Rhsc Inc.

“Healthpartners, inc. (hp) is the sole corporate member of rhsc.”

“Hp, the sole corporate member does not appoint or approve rhsc's directors: however, group health plan, inc. (ghi), another organization for which hp is the sole corporate member, appoints the directors of rhsc. Each of the four directors must be directors or officers of rhsc's supported organizations.”

“Hp, 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 - merger or consolidation with another corporation - disposition of substantially all assets - dissolution - activities that could impact the sole corporate member's status or that of its related organizations”

“Rhsc's 990 return has a comprehensive review process that is followed before it is presented to the governing body of rhsc. The review process includes a layered review by the tax department of group health plan, inc. (ghi), the management team of rhsc, ghi's internal legal department and rhsc'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 rhsc. Rhsc 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 is provided to the full board of directors in a pre-meeting packet, and is an agenda item at the committee meeting. This process is noted and documented in the written minutes of the board of directors meeting.”

“Rhsc monitors potential conflicts of interest on the part of its board members, officers and highly compensated 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 highly compensated employees annually are provided with a copy of the policy and requested to complete a questionnaire identifying any potential conflicts of interests. The general counsel shares a report of these potential conflicts with the president and chair of the board. A verbal summary is also given to the full board. Board agendas and executive decisions are monitored in relation to this policy.”

“Rhsc's president and other officers are employed by, and serve as officers of either group health plan, inc. (ghi), park nicollet health services (pnhs), or by regions hospital (regions), all of which are related organizations. Ghi, pnhs and regions have 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 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. 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. Total compensation is appropriately documented on the form 990 and w2s”

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

“Directors and officers of rhsc are employed and compensated by ghi or regions. Reported average hours worked are based on their total compensation from all related organizations.”

“Corporate structure, purpose, governance rhsc, inc. (rhsc) 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". Founded in 1957, healthpartners is an integrated system of health care delivery and health care financing organizations, and is one of the largest consumer-governed organizations in the country. 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 maintaining affordability, all at the same time. Healthpartners includes an array of tax-exempt and taxable organizations with health care activities primarily operating in minnesota and western wisconsin. Healthpartners provides a full-range of health care delivery and health plan services including insurance, patient care, administration and health and well-being programs. Healthpartners health plan's serve more than 1.5 million medical and dental members nationwide, and is the top-ranked commercial plan in minnesota. Healthpartners medical care system includes more than 1,700 physicians, six hospitals, 55 primary care clinics, 22 urgent care locations and numerous specialty practices in minnesota and western wisconsin. In addition, healthpartners dental care system has more than 60 dentists and 22 dental clinics. Healthpartners also provides medical education and training to medical professionals and conducts research and fund raising activities that support the health care delivery system. A complete listing of all organizations within the healthpartners family, and the relationship between them, can be found on schedule r within this 990 return. Detailed information about the community benefit activities and accomplishments of each tax-exempt organization can be found in the individual form 990 return for that organization. Healthpartners is driving change that helps our members and patients live healthier lives. Healthpartners collaborate with other plans, care providers and other community and business organizations in the region and throughout the nation to increase access, create and share quality measures and initiatives, participate in development of public policy, and collaborate in improvements that support the triple aim. Among healthpartners' signature initiatives continuing in 2014 are total cost of care measurements (development of a nationally recognized metric, endorsed by the national quality forum, enabling measurement and incentives based on coordination and evidence-based practices), mental health (reducing stigma, and assuring access to high quality care in the most appropriate settings), children's health (improving child health by promoting early brain development, providing family centered care, and strengthening communities), and sustainability (energy efficiency, waste reduction, and resource management). Healthpartners, inc. (hpi) is the parent entity of healthpartners and is the sole corporate member of rhsc. 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). Rhsc is recognized as a supporting organization under irc section 509(a)(3). Rhsc performs certain functions on behalf of its supported organizations, which are defined, by class, as organizations affiliated with healthpartners and described in 501(c)(3) and 509(a)(1) or 509(a)(2). For information about the community benefit activities and accomplishments of rhsc's supported organizations, please see the form 990 annual filings for each entity. Rhsc supports teaching, research activities and care delivery by employing persons to perform services”