Great River Health Systems Inc

“The executive committee shall be composed of the chairman of the board, the president and ceo and two or more additional directors. When the board is not in session, the executive committee shall have and exercise the power and authority of the board to transact all regular business of the corporation, subject to any prior limitations imposed by the board or by statute.”

“Kent gaudian and robert mcculley have a business relationship. Robert fleming, kent gaudian, kenneth aspelmeier, mark richardson and todd sladky have business relationships by serving on for-profit subsidiaries of great river health system.”

“All executive leadership functions for great river health systems inc., and its subsidiaries are provided by mutual consulting and management services, inc. Mutual consulting and management services is a subsidiary of riverview systems ltd, which is a subsidiary of great river health systems.”

“The form 990 is prepared by an external accountant. A draft of the form 990 is reviewed in detail by the accountant, accounting manager and cfo. Any necessary adjustments are made prior to finalizing the form. A copy of the final form 990 is made available to the board members for their review prior to filing with the irs. Any questions of the board members are addressed through the accounting department.”

“Every year, the accounting manager in the accounting department provides the board of directors the meaning of the conflict of interest statement, how it applies, how it impacts the board, and what their responsibilities are. All board members are required to fill out a conflict of interest form and the form is then reviewed by the accounting manager. Relationships noted on the form may be discussed with the board member if there are questions. If an individual has a conflict of interest, they may not participate in discussions of the transaction and may not vote on matters related to the transaction.”

“Compensation of the officers of great river health systems is paid by a related for-profit subsidiary. The compensation for the ceo and other officers is determined by the executive compensation committee of great river health systems. The role of the compensation committee is to act on behalf of the board in adopting, reviewing and maintaining an executive compensation philosophy. The compensation committee is comprised of five board members, all of whom are independent from the ceo and other officers. The compensation committee reviews the compensation of the ceo and other officers on an annual basis. The deliberations and decisions are documented in minutes taken at the meetings. Great river health sytems participates and utilizes four executive salary surveys to determine compensation ranges. The committee reviews prevailing market data to ensure continued market competitiveness. The compensation committee also engages an independent third party compensation consulting group to assess and validate the entirety of the executive compensation and benefits packages to ensure regulatory compliance, external competitiveness, and internal equity. The most recent year of an independent third party review was 2012.”

“Great river health systems makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Transfer from related organizations 15,350,000. Loss in investment in subsidiaries -14,194,797.”