Stillwater Medical Group

“The sole member is stillwater health system.”

“The member has the power to ratify approve and remove all members of the board of directors, with or without cause.”

“The member has reserved to itself the following powers concerning the governance of the corporation: 1. Ratification, approval and removal all members of the board of directors, with or without cause. 2. Approval of any mission or vision statement or statement of corporate purpose adopted by the organization. 3. Approval of the organization's strategic plans, capital budgets, operating budgets and financial policies. 4. Approval of any plans of merger or consolidation by the organization with any foreign or domestic organization voluntary dissolution of the organization, or sale, lease or transfer of the organization's real estate or a significant portion of the operations or assets of the organization. 5. Approval of the grant of a security interest in all or substantially all of the organization's assets, or the incurrence of indebtedness or the guarantee of any indebtedness. 6. Approval of individual capital expenditures by the organization, whether budgeted or unbudgeted, in excess of $500,000. 7. Ratification of selection and evaluation, and termination, of the president of the organization. 8. Approval of physician, employee and executive compensation plans for the organization, including criteria for incentive compensation arrangements. 9. Approval of all substantive affiliations between the organization and a third party. 10. Approval of conflicts of interest policies for the organization.”

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

“Smg's board monitors potential conflicts of interest on the part of board members, officers and key employees pursuant to it's conflict of interest policy. Under the policy, all board members and officers annually are provided with a copy of the policy and required to complete a questionnaire identifying any potential conflicts of interest. The general counsel reviews the completed questionnaires and provides a report to the governance committee of the board. The report identifies any significant potential conflicts disclosed in the completed questionnaires. A written report is provided to the chair and chief executive officer (ceo). Board agendas and executive decisions are monitored in relation to this policy.”

“The process for determining officers' compensation includes a review and approval by independent persons, comparability data, and contemporaneous substantiation. Each year, under the direction of the lakeview health system's compensation committee, an annual total compensation market review is completed to provide a comprehensive market review for the following executive positions within lakeview health system ceo, system cfo, clinic president, clinic administrator, and hospital president. The compensation committee retains an independent executive consulting firm to provide a review of all components of compensation including base salary, annual incentives, benefits and perquisites. Under the committee's direction, the ghi human resources department used the same recognized third party salary surveys to determine median salary structure changes. Based on this updated data, the committee learned the compensation rates that are considered p50 to p60 of the market for comparable lakeview positions. Other considerations of the committee include: achievement of organizational objectives, individual performance, experience, subjective evaluation by board members, general economic conditions, costs of replacement, prevailing community attitudes and beliefs regarding compensation. Total compensation is appropriately documented on the form 990 and w2 statements.”

“The clinic's financial statements and 990 returns are made available to any person who requests the information from the clinic or healthpartners, inc.. The clinic's articles of incorporation are available to any person who requests the information through the minnesota secretary of state's office.”

“The compensated board members and officers frequently devote their time to multiple related organizations in a particular week. Reported average hours worked are based on their total compensation from all related organizations.”

“Stillwater medical group (smg), a multi-specialty clinic, is a minnesota non-profit organization exempt from federal income tax under internal revenue code (irc) section 501(c)(3) and is part of the family of healthpartners organizations (healthpartners), an integrated system of health financing, care delivery, and support services providing health plan services to over 1,165,000 members and delivering care to over 4,500,000 patient encounters, primarily in minnesota and western wisconsin. 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 improving affordability - all at the same time. Healthpartners includes an array of tax-exempt and taxable entities - including five hospitals and their related foundations, two health maintenance organizations, four non-profit physician groups, home care, transitional care, medical equipment, a third party administrator that serves self insured employers, and many more. A complete listing of all healthpartners organizations, for which hpi is the parent organization and the reporting relationship between each of those organizations, can be found on schedule r within this 990 return. 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 regions along with regions hospital foundation, capitol view transitional care center, stillwater health system (lakeview health), ramsey integrated health services and rh-wisconsin, inc., all of which are non-profit corporations exempt from federal income tax under irc section 501(c)(3). Stillwater health system (shs) is the sole corporate member of smg. Shs is a minnesota non-profit corporation that is exempt from federal income tax under irc section 501(c) (3). Smg and shs are part of the lakeview health system along with the lakeview memorial hospital association, inc. (the hospital), a minnesota non-profit corporation that is exempt from federal income tax under irc section 501(c) (3), and lakeview memorial hospital foundation (the foundation), a minnesota non-profit corporation that is exempt from federal income tax under irc section 501(c) (3). Healthpartners and smg also partner with other plans, care providers and non-profit organizations in the region and throughout the nation; to increase access, create and disseminate quality measures and initiatives, participate in development of public policy and collaborate on system improvements. Total charity care provided (calculated at cost) was $399,586 during this reporting period. Smg continues to work in partnership with other healthpartners organizations and the community to promote community health through clinical initiatives, education and outreach, and community health improvement efforts such as the power-up program. Smg continues to be an integral part of the stillwater community and surrounding area. Smg offers primary and specialty services with medical clinics located in stillwater, oak park heights and mahtomedi, mn and somerset, wi. In addition, smg provides outreach specialty services to white bear lake, mn and hudson, new richmond and osceola, wi. Smg offers urgent care, family practice, emergency medicine, hospitalist, internal medicine, neurology, pediatrics, ob/gyn, general surgery, podiatry, dermatology, ent, audiology, occupational health, retail medicine, sports medicine, endocrinology, urology, oncology and cardiology medical services. In addition to pr”

“Net asset transfer from lakeview memorial hospital association, inc. 6,100,000. Net asset transfer lakeview memorial hospital foundation 38,738. Report rounding -2.”