Heartland Foundation

“Dr. Mark laney, john p. Wilson, dwain stilson, jodie roettger and karen dittemore have a business relationship.”

“Heartland health, a missouri nonprofit corporation, is the sole member of heartland foundation. Heartland health has the right to elect the board of trustees of heartland foundation. Heartland health is not entitled to receive a share of heartland foundation's profits or excess dues. Heartland health is entitled to heartland foundation's net assets upon dissolution as long as heartland health is exempt under section 501(a) or 501(c)(3) of the internal revenue code.”

“As the sole member of the heartland foundation, heartland health has the power to elect all board members.”

“The corporate bylaws of heartland foundation identify certain rights and powers which are reserved to heartland health, the sole member. In each instance, the rights and powers reserved to the sole member may be summarized as follows: a. Overall strategic direction b. Election of trustees c. Appointment of the chief executive officer, other senior officers, auditors, and legal counsel d. Establishment of banking relationships e. Management of cash and other assets f. Approval of changes to the articles of incorporation and bylaws g. Long-range planning h. Adoption of annual operating budgets”

“An independent accounting firm prepares and reviews the 990. The internal tax department, controller, and treasurer review the draft of the return. The draft form 990 is revised for any corrections or clarifications based on the review. A complete copy of the form 990 is provided to all voting members of the heartland foundation board of directors for review prior to electronically filing the return.”

“Upon agreeing to fill a board position, the prospective member is required to sign a conflict of interest document which discloses family and business relationships that could be considered in conflict with his/her position on the board. In this document, the member agrees to disclose any activities in which he/she may not be independent in regards to a transaction. This document is distributed and held by legal counsel. The new member also signs heartland's code of conduct document in which the member agrees to ethical standards and confidentiality policies. This document is held by the corporate compliance office. Annually, the corporate compliance officer distributes a survey to each board member to facilitate disclosure of any reportable activities. During the course of board meetings, board members will dismiss themselves from meetings and/or abstain from voting during discussions of issues that relate to those specific members or the companies that they represent. For example, physician board members abstain from voting on their own re-credentialing, university members are dismissed during discussions of university-related activities and legal counsel is dismissed during discussion and voting on legal counsel review and selection. All dismissals and abstentions are recorded in the minutes of the board meeting. Annually, the board members along with officers and key employees are required to sign a code of conduct document in which they agree to comply with heartland's ethical standards and confidentiality policies. They also receive a questionnaire which facilitates the disclosure of any reportable activities to the corporate compliance officer.”

“Compensation is established by heartland health, a related entity.an annual review was performed during the prior fiscal year for the current compensation period. Market data is provided by an independent compensation consultant. A compensation committee comprised of the heartland health board chair, heartland health board vice-chair and three additional heartland health board members and legal counsel, as scribe, oversee an annual salary review process for officers, administrators, and key employees. For each position to be reviewed, the full scope of duties and responsibilities, numbers of staff managed, processes managed, approximate revenue, expense, or capital dollars managed are provided to a third party consultant (for this period) that specializes in research market salary data. Facility size, not-for-profit status and the scope of each job position is compared to like facilities to determine base compensation and incentive compensation for each position. The data gathered by the market research firm is reviewed by the compensation committee, outlier issues are resolved and based upon present financial indicators, the committee makes their determination of compensation levels for the next pay year.”

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

“Maintenance contracts & repairs: program service expenses 16,238. Management and general expenses 0. Fundraising expenses 0. Total expenses 16,238. Purchased housekeeping service: program service expenses 16,594. Management and general expenses 0. Fundraising expenses 0. Total expenses 16,594. Professional fees: program service expenses 148,781. Management and general expenses 0. Fundraising expenses 0. Total expenses 148,781. Other purchased services: program service expenses 189,216. Management and general expenses 0. Fundraising expenses 0. Total expenses 189,216. Outside printing & duplicating: program service expenses 5,289. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,289. Hhf endowment allocations: program service expenses 34,294. Management and general expenses 0. Fundraising expenses 0. Total expenses 34,294.”