Stillwater Medical Group

“The sole member is lakeview health.”

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

“Lakeview health 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, 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.”

“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 general counsel 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. If a disclosed conflict of interest impacts an agenda item or decision, the covered person would be excluded from voting and may be excluded from receiving information and/or participating in deliberations, depending on the circumstances.”

“Smg's officers and key employees are employed by group health, 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 executive 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. Total compensation is appropriately documented on the form 990 and on the employee's w-2.”

“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 family of healthpartners organizations (healthpartners). Founded in 1957, healthpartners is an integrated health care organization, providing health care services and health plan financing and administration. 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. Healthpartners includes an array of tax-exempt and taxable organizations. 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. Hpi is the parent entity of group health, inc. (ghi), which is a minnesota nonprofit corporation recognized as exempt from federal income tax under irc section 501(c)(3) and the sole corporate member of lakeview health. Lakeview health is a minnesota nonprofit corporation recognized as exempt from federal income tax under irc section 501(c)(3) and the sole corporate member of smg. Smg is a supporting organization to lakeview health, lakeview memorial hospital association, inc., and group health, inc. Information about the exempt activities of smg's supported organizations can be found in the form 990's of the supported organizations.”

“Net asset transfer from lakeview memorial hospital association, inc. 1,900,000.”