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. 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.”

“Corporate structure, purpose, governance stillwater medical group (smg) is a minnesota non-profit corporation recognized as exempt from federal income tax under internal revenue code ("irc") section 501(c)(3) and is part of the family of healthpartners organizations "healthpartners". Founded in 1957, healthpartners is an integrated system of health care delivery and health care financing organizations, and is one of the largest consumer-governed organizations in the country. 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 maintaining affordability, all at the same time. Healthpartners includes an array of tax-exempt and taxable organizations with health care activities primarily operating in minnesota and western wisconsin. Healthpartners provides a full-range of health care delivery and health plan services including insurance, patient care, administration and health and well-being programs. Healthpartners health plan's serve more than 1.5 million medical and dental members nationwide, and is the top-ranked commercial plan in minnesota. Healthpartners medical care system includes more than 1,700 physicians, six hospitals, 55 primary care clinics, 22 urgent care locations and numerous specialty practices in minnesota and western wisconsin. In addition, healthpartners dental care system has more than 60 dentists and 22 dental clinics. Healthpartners also provides medical education and training to medical professionals and conducts research and fund raising activities that support the health care delivery system. A complete listing of all organizations within the healthpartners family, and the relationship between them, can be found on schedule r within this 990 return. Detailed information about the community benefit activities and accomplishments of each tax-exempt organization can be found in the individual form 990 return for that organization. Healthpartners is driving change that helps our members and patients live healthier lives. Healthpartners collaborate with other plans, care providers and other community and business organizations in the region and throughout the nation to increase access, create and share quality measures and initiatives, participate in development of public policy, and collaborate in improvements that support the triple aim. Among healthpartners' signature initiatives continuing in 2014 are total cost of care measurements (development of a nationally recognized metric, endorsed by the national quality forum, enabling measurement and incentives based on coordination and evidence-based practices), mental health (reducing stigma, and assuring access to high quality care in the most appropriate settings), children's health (improving child health by promoting early brain development, providing family centered care, and strengthening communities), and sustainability (energy efficiency, waste reduction, and resource management). 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 hospital, regions hospital foundation, capitol view transitional care center, stillwater health system (shs), 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). Shs is the sole corporate member of lakeview hospital. Lakeview hospital and shs are part of the lakeview health system”

“Community health services: smg hosts and sponsors the following community events: - community veggie giveaway - fresh vegetables grown by local producers are given to community members at all clinic campuses. Approximate costs for vegetables given away: - 2011 - $2,800 - 2012 - $2,900 - 2013 - $5,337 - 2014 - $6,017 - note: leftover produce from giveaways goes to local community food shelves - hops for health - annual men's health benefit to community members, including free blood pressure and blood sugar checks, and the opportunity to talk with providers about men's health issues. - participation in powerup candy trade-in - community members can trade in their halloween candy for healthy, non-candy prizes. Candy is then sent to members of the military. - participation in american red cross blood drives (two times per year) - hosted at the main campus for staff and community donations. - ladies night out - annual women's health benefit to community members, including free blood pressure and blood sugar checks, scheduling of mammograms, and the opportunity to talk with providers about women's health issues. - partnership with powerup for children activities and healthy food choices. - prescription assistance program - housed on the main campus. - free community classes, including: - the healthy aging brain - managing depression - take a bit out of lyme disease - buying a hearing aid: what you need to know - understand your thyroid - that ringing in your ears: managing tinnitus - common foot problems - living with hearing loss: strategies & technology - health care reform: part ii - heart disease: what every woman should know - varicose veins - eating healthy on a budget - balance, strength and fall prevention - common causes of shoulder pain and their treatment options - kidney stones: 10 things you didn't know - knee pain and arthritis - anterior hip replacement: is your hip slowing you down? - should dad be driving? Is it safe for mom to be home alone? - common causes of hand and wrist pain - celiac disease or gluten-sensitive: plan to enjoy the holidays - health care explorers (in partnership with the boy scouts) health professional education: smg offers a tuition reimbursement plan to its' clinical and non-clinical employees. Total amount reimbursed to employees in 2014 was $20,231. Smg supports higher education and the program offers employees to further grow their knowledge base and work towards an advanced professional degree. Subsidized health services: smg does not provide clinical programs that are provided despite a financial lost so significant that negative margins remain after removing the effects of charity care, bad debt and medicaid shortfalls. Financial contributions: smg contributed as an in-kind donation of $3,000 to the united way in 2014. Community benefit operations: smg is not required to complete a community needs assessment. Organization awards and achievements: - recognized by the minnesota health action group with a minnesota bridges to excellence award, for delivering optimal care and improving specific patient outcomes (2014). - recognized by healthpartners partners in excellence with a gold performance award in attributed total cost of care (2013). - recognized by healthpartners partners in excellence with a silver performance award in optimal depression care (2013). - recognized by healthpartners partners in excellence with a silver performance award in optimal lifestyles (2013). - recognized for providing top-quality health care to ucare's medicaid and minnesota senior health options (msho) members (2013). - recipient of a partners in excellence total cost of care gold performance award from healthpartners (2012). - recipient of an excellence in health care award from ucare for outstanding quality results (2011). - thirteen providers were named 'best doctors for women' in minnesota monthly (oct 2011). - recipient of an innovation in health care award for reducing risk in venous thromboembolism u”

“Net asset transfer from lakeview memorial hospital association, inc. 6,600,000. Report rounding 2.”