Great River Foundation Inc

“Robert fleming, 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 foundation 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.”

“Great river health systems, inc. (grhs) is the sole member of great river foundation.”

“The sole member, grhs, shall elect all directors at the annual meeting for a term of one year.”

“Action of the board of directors of great river foundation on any of the following matters shall be effective only if the sole member, grhs, shall have approved and consented to such action: (a) amendment of the articles of incorporation or bylaws of the corporation; (b) ratification or amendment of the philosophy, mission, role and goals of the corporation; (c) encumbrance of, or granting of a lien on any assets of the corporation; (d) incurrence, assumption or guaranty of any long-term indebtedness, including any capital leases; (e) incurrence, assumption or guaranty of any short-term indebtedness outstanding for more than 30 days in excess of $500,000 (f) incurrence of indebtedness which is secured by any assets of the corporation; (g) adoption of a strategic and annual operating plan and the capital and operating budgets of the corporation; (h) acquisition, or disposition, or assets of the corporation by means of purchase, sale, lease or any other manner resulting in expenditures by the corporation, or having a net book value, respectively, in excess of $500,000; (i) sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of the corporation, and merger, consolidation or affiliation of the corporation with another entity; (j) dissolution of the corporation; and (k) establishment of, or amendment of articles of incorporation or bylaws of, or change of ownership of, any entity which is solely or partially owned or controlled by the corporation, either directly or through one or more other entities which are solely or partially owned or controlled by the corporation. (l) approval of the corporation's investment policy. (m) the expenditure of funds of, or the sale, lease, exchange or other disposition of property and assets of the corporation other than for the direct support of great river medical center or great river health systems, inc.”

“Great river foundation does not have committees with authority to act on behalf of the board, therefore no meetings are documented.”

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

“Transfers to related organizations -16,650,000.”