Great River Health Foundation Inc

“Dr. Michael mccoy and jeremy alexander have business relationships by serving as officers and/or board members of for-profit subsidiaries of great river health system.”

“All executive leadership functions for great river health foundation, inc are provided by great river health system, inc.”

“The external disbursement committee will now consist of the chairperson, vice chairperson, immediate past chairperson of the great river health foundation board of directors, chairperson of the great river health system board of directors, the president and ceo and the cfo of great river health system. If one of the above referenced persons is not a member of the board of the directors, a vacancy is created on the external disbursement committee and such position shall be filled by the great river health system, inc. In the event the action taken by the committee results in a tie vote, the great river health system, inc. Shall make the final decision on the action.”

“The sole memeber of great river health foundation is great river health system, inc.”

“The sole member, great river health system, inc (grhs), has the sole power to elect or remove all board members of great river health foundation. The nominating committee shall present a recommendation for the election of directors to the board, which upon approval of the board and the subsequent approval of grhs, shall be elected to the board.”

“The grhs board of directors has the following specific powers related to all subsidiary corporations and affiliated organizations: 1. Elect or remove the board of directors, or any other member of the board of directors; 2. Amend the articles of incorporation or the bylaws; 3. Dissolve or approve merger with any other corporate entity; 4. Approve strategic or other business plans; 5. Approve capital and operating budgets; 6. Approval of any indebtedness incurred; 7. Transfer, sell or close any facility, department or function; 8. Approve any charitable disbursements, whether internal or external, in excess of one hundred thousand dollars ($100,000.00) in the aggregate during any fiscal year; 9. The sale, disposition or any encumbrance (other than routine lease transactions) of any real estate; 10. Adopt, amend, or terminate employee benefit programs or plans; 11. Appoint or terminate the chief executive officer; 12. Approve the election of any officer or chairperson of the board of directors; and 13. To take any other action necessary deemed in the best interests of grhs.”

“Great river health foundation, inc. Does not have committees with authority to act on behalf of the board.”

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

“Both corporate and subsidiary board members are provided education regarding conflicts of interest. This education is provided by the chief compliance officer. All board members are required to complete a conflict of interest disclosure form. Relationships noted on this form may be discussed with the respective board member if there are any questions. If an individual has a conflict of interest, they may not participate in discussions relating to the transaction in question and may not vote on matters related to the transaction. Conflict of interest proceedings arising from conflicts of interest are documented in the board minutes.”

“Compensation of the officers of great river health system inc are paid by great river health system inc. The compensation for the ceo and other officers is determined by the executive compensation committee of great river health system inc. 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 system inc participates in and utilizes three 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 biannually 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 2024.”

“The organization's governing documents, conflict of interest policy, and financial statements are not made available to the public.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”