Stillwater Medical Group

“The sole member is lakeview health.”

“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 is provided to the full board of directors in a pre-meeting packet, and is an agenda item at the meeting. This process is documented in the written meeting minutes.”

“The smg board monitors potential conflicts of interest on the part of its board members, principal officers, members of committees with board delegated powers, and key employees ("covered persons") by maintaining a conflict of interest policy. Under the policy, covered persons annually are provided with a copy of the policy and asked to complete a questionnaire identifying any potential conflicts of interests. The legal department of healthpartners reviews the questionnaire responses and develops a report detailing any potentially material conflicts for the president and chair of the board. A verbal summary is also given to the full board or appropriate committee ending with a reminder to covered persons of the policy's mandate that each person is obligated to disclose any new potential conflicts as they may arise throughout the year. Board agendas and executive decisions are monitored in relation to this policy.”

“Smg's president and other officers are employed by group health plan, inc. (ghi), lakeview memorial hospital association, inc. (the hospital), both of which are related organizations, or by smg. Ghi, the hospital and smg have an annual process to review the market comparability of the total compensation of the smg's president and other officers. Every three years, the independent compensation committee of the board of directors of ghi (the "committee"), retains an external compensation expert to conduct an extensive market comparability review for all officers of the organization. The review includes all components of total compensation: base salary, annual incentives, benefits and perquisites. The market survey results are presented to, reviewed by and approved by the appropriate committee. Based on this data, either the compensation committee of the hospital or the compensation committee of ghi (the "committees") determine minimum and maximum total compensation ranges are determined for each employed officer. In interim years, ghi's human resources staff, under the committees' direction, updates changes in the salary structure based on the same independent studies performed by the compensation consultant for the committee. For certain positions full independent reviews are performed to set salary ranges based on the competitive market data specific to those positions. The committees review and approve each year's compensation results. In all cases, the committees' members complete an annual conflict of interest survey to assure the committees members' independence and this is updated at any meeting at which decisions are being made. Staff (other than the secretary to the board) is not in the room during deliberations or vote including executive sessions, and contemporaneous minutes are kept. With smg's board of directors input, the president of the lakeview health conducts the annual performance review and, with the compensation committee's approval, determines the compensation of the smg president. The smg board has delegated to the president of lakeview health the accountability to conduct annual performance reviews and determine the compensation of all smg-employed officers within the compensation ranges determined by the committee. Any exceptions to compensation in excess of the approved ranges are approved by the compensation committee of lakeview health.”

“Smg's financial statements and 990 returns are made available to who requests the information from smg or healthpartners. Smg'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 nonprofit corporation recognized as exempt from federal income tax under internal revenue code ("irc") section 501(c)(3) and is part of the healthpartners organization (healthpartners). Founded in 1957, healthpartners is an integrated health care organization, providing health care services and health plan financing and administration, and is the largest consumer-governed nonprofit health care organization in the country. Healthpartners' mission is to improve health and well-being in partnership with our members, patients and community. Healthpartners seeks to transform health care through a relentless focus on the triple aim - providing exceptional experience for the individual, improving the health of the population, and maintaining affordability. Healthpartners, inc. (hpi) is a minnesota nonprofit corporation and licensed health maintenance organization (hmo) recognized as exempt from federal income tax under internal revenue code (irc) section 501(c)(4) and is the parent entity of healthpartners organizations referred to collectively as "healthpartners". Healthpartners includes an array of tax-exempt and taxable organizations. 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 plans serve more than 1.8 million medical and dental members nationwide. Healthpartners medical care system includes more than 1,800 employed physicians and dentists, eight owned hospitals with over 1,000 acute care beds, over 129 primary and specialty care medical facilities and dental facilities with practices in minnesota and western wisconsin serving more than 1.27 million patients. Healthpartners health plans contract with other primary and specialty medical facilities and dental facilities, physician groups, hospitals and related healthcare providers to serve plan members. Healthpartners also provides medical education and training to medical professionals and conducts research and fundraising activities that support the health care delivery system. Healthpartners collaborates 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 2020 are total cost of care measurements (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). A complete listing of all organizations within healthpartners, 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, 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, lakeview health, ramsey i”

“Purchased professional services: program service expenses 253,022. Management and general expenses 32,470. Fundraising expenses 0. Total expenses 285,492.”

“Net asset transfer from lakeview memorial hospital association, inc. 6,500,000.”