Planned Parenthood North Central States

“The executive committee performs the functions and has the powers of the board in the management of the business of the corporation between meetings of the board, provided, however, that (a) the executive committee is always subject to the authority of the board and (b) the executive committee is not authorized to amend the articles of incorporation or bylaws, nor to approve a plan of merger, consolidation, or sale, transfer or lease of all or substantially all of the organization's assets, nor to approve a plan of dissolution. All actions taken by the executive committee are reported by providing the minutes of the executive committee meeting to the board members at or before the next board meeting. The executive committee consists of the officers of the board of directors, the president, and the chairs of the standing committees, as well as any at-large director appointed to the executive committee at the discretion of the chair of the board and the president.”

“The organization's executive management team conducted a detailed review of the form 990 and presented the form 990 to the full board for its review and approval prior to filing the return.”

“All directors, officers, management staff, and clinicians complete a conflict of interest disclosure statement annually to be reviewed by the chief executive officer or the board chair. It is a continuing responsibility of covered individuals to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make disclosures for potential conflicts throughout the year. Prior to board or committee action on a contract or transaction involving a conflicted member, the conflicted member shall disclose all facts material to the conflict of interest. The conflicted member shall not participate in or be permitted to hear the board or committee's discussion except to disclose facts and to respond to questions. Conflicted members shall not be counted in determining the presence of a quorum for the purposes of the vote and shall not be permitted to vote. The minutes of the meeting shall include details of the conflict of interest.”

“Ppncs utilizes an outside compensation consultant to conduct a market analysis of ceo and executive compensation, reporting on both base pay market median and variable pay market median. For non-executive compensation, ppncs utilized an external consultant in 2021 and continues to conduct market analyses with payscale, which allows the job description to be applied to tailored market parameters. The market analysis is focused on organizations that match ppncs in size, scope, and region. Multiple types of organizations are used, predominantly focused on healthcare organizations, but other industries with similar size and scope are also used in the analysis to represent the complexity of the ppncs business model. The formal analysis is completed routinely and not less frequently than every three years the incumbent is in the position. In the off-cycle years, trending data is used to determine movement in ceo and executive pay and is used in consideration when making adjustment recommendations or when making a determination that an off-cycle market analysis is advisable. The market data is reviewed by the personnel and compensation committee comprised of independent persons who make a formal recommendation to the board of directors as it relates to establishing ceo compensation. The ceo makes the final determination of salary increases for other executive compensation, excluding her own, based on individual performance and position relative to the market median. This process was last undertaken in 2022 for the ceo, coo, cfo, cdo, cmo, svp of clinical operations, senior director of e&o, executive vp of external affairs, and director of board affairs.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public. Summarized financial data is available in the organization's annual report available on the website.”

“Planned parenthood north central states ("ppncs") is the parent organization of multiple tax-exempt charitable organizations and provides various administrative and executive services for those organizations, including fundraising services. The expenses reported in form 990, part ix reflect activities, operations, etc., that supported those organizations. To evaluate the impact of ppncs's efforts and expenses, including fundraising efforts, see the following form 990s of our subsidiary organizations: - planned parenthood minnesota, north dakota, south dakota (ein: 41-0948382) - planned parenthood north central states foundation (fka planned parenthood minnesota, north dakota, south dakota fund) (ein: 47-3878626) - planned parenthood of the heartland (ein: 42-0727488)”