Capitol View Transitional Care Center

“Hpi-ramsey is the sole corporate member of cvtcc.”

“Hpi-ramsey, the sole corporate member, elects three directors of the four member board of directors”

“Hpi-ramsey, the sole corporate member, must approve the decisions of cvtcc's board of directors as follows: - amendment of articles or bylaws - annual operating and capital budgets - all major capital expenditures - merger or consolidation with another corporation - disposition of substantially all assets - dissolution - activities that could impact the sole corporate member's status.”

“Cvtcc's 990 return has a comprehensive review process that is followed before it is presented to the governing body of cvtcc. The review process includes a layered review by the tax department of group health plan, inc. (ghi), the management team of cvtcc, ghi's internal legal department and cvtcc'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 cvtcc. Cvtcc 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.”

“The cvtcc 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 interests. The general counsel of healthpartners 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.”

“Cvtcc officers, directors and highly compensated employees are employed by regions hospital (regions) or by group health plan, inc. (ghi), both of which are related organizations, or by cvtcc. Regions, ghi and cvtcc have an annual process to review the market comparability of the total compensation of cvtcc's officers, directors and highly compensated employees. 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 president 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 w2 statements.”

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

“Directors and officers of cvtcc 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 and governance capitol view transitional care center (cvtcc) 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 a minnesota non-profit corporation and licensed health maintenance organization (hmo) recognized as exempt from federal income tax under irc section 501(c)(4). Hpi is the sole corporate member of hpi-ramsey, a minnesota non-profit corporation recognized as exempt from federal income tax under irc section 501(c)(3). In turn, hpi-ramsey is the sole corporate member of cvtcc and its sister organizations, regions hospital (regions), regions hospital foundation, rh-wisconsin, inc., stillwater health system (lakeview health), and ramsey integrated health services, all of which are non-profit corporations exempt from federal income tax under irc section 501(c)(3). Cvtcc is licensed under minnesota statutes as a nursing home with a capacity of 3”