| FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE MEMBER OF THE ORGANIZATION IS CENTRACARE HEALTH SYSTEM, A MINNESOTA NON-PROFIT ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
ALL BOARD MEMBERS ARE APPOINTED BY CENTRACARE HEALTH SYSTEM, THE SOLE CORPORATE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE FOLLOWING MATTERS ARE RESERVED FOR ACTION BY CENTRACARE HEALTH SYSTEM, THE SOLE MEMBER: 1. ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS. 2. APPOINTMENT OF DIRECTORS AND OFFICERS. 3. APPROVAL OF THE CORPORATION'S ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY DEBTS TO BE INCURRED. 4. APPROVAL OF ALL STRATEGIC PLANS. 5. DETERMINATION OF THE DISSOLUTION OF OR THE DISCONTINUATION OF THE BUSINESS OF THE CORPORATION. 6. APPROVAL OF ANY TRANSACTION WHICH MAY AFFECT THE CORPORATION'S STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAXATION. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE BOARD OF DIRECTORS HAS DELEGATED THE APPROVAL AUTHORITY OF THE FORM 990 TO THE AUDIT COMMITTEE. ANNUALLY, AT THE AUDIT COMMITTEE MEETING, PRIOR TO FILING WITH THE IRS, THE AUDIT COMMITTEE REVIEWS AND APPROVES FORM 990. A COPY OF FORM 990 IS THEN PROVIDED FOR THE FULL BOARD TO REVIEW PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE BOARD MEMBERS ARE REQUIRED TO REVIEW AND SIGN A CONFLICT OF INTEREST QUESTIONNAIRE TWICE A YEAR. ALL STAFF SIGN CONFLICTS OF INTEREST FORMS ON AN ANNUAL BASIS. THE QUESTIONNAIRES ARE REVIEWED BY THE CORPORATE COMPLIANCE OFFICER AS WELL AS THE CORPORATE COMPLIANCE GROUP (A COMPLIANCE COMMITTEE WHICH INCLUDES INTERNAL MEMBERS AND OUTSIDE COUNSEL). THE RESPONSES TO THE QUESTIONNAIRE ARE THEN REVIEWED WITH THE EXECUTIVE COMMITTE OF THE BOARD. THE CORPORATE COMPLIANCE OFFICER IS RESPONSIBLE FOR MONITORING CONFLICTS OF INTERESTS RELATED TO BOARD AND STAFF AND TO ALERT AFFECTED PARTIES WHEN A CONFLICT ARISES. WHEN AN ACTUAL CONFLICT ARISES, THE AFFECTED PARTY IS ASKED TO RECUSE HIM/HER SELF FROM THE DECISION MAKING PROCESS. THE CORPORATE COMPLIANCE OFFICER ATTENDS BOARD MEETINGS AND SPECIFIED BOARD COMMITTEE MEETINGS WHERE CONFLICT ISSUES MAY ARISE. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE COMPENSATION AND BENEFITS OF THE PRESIDENT AND VICE PRESIDENTS (NON-MEDICAL PROVIDERS) ARE SUBJECT TO FULL COMPENSATION AND BENEFITS COMPARABILITY STUDIES CONDUCTED BIENNIALLY BY A THIRD PARTY INDEPENDENT COMPENSATION CONSULTANT. HOWEVER, THE COMPENSATION PORTION OF THE STUDY IS REVIEWED ANNUALLY BY THE CONSULTANT AND UPDATED FOR COMPENSATION COMMITTEE AND BOARD OF DIRECTORS REVIEW AND APPROVAL. THE MOST RECENT FULL REVIEW WAS DONE JUNE 2021. THE THIRD PARTY INDEPENDENT COMPENSATION CONSULTANT IS RETAINED BY ST. COULD HOSPITAL TO PERFORM SERVICES. THE ORGANIZATION'S EMPLOYED PRACTICING PHYSICIANS ARE SUBJECT TO ANNUAL FULL COMPENSATION AND BENEFITS REVIEW THROUGH COMPARABILITY STUDIES BY AN OUTSIDE, INDEPENDENT CONSULTANT USING NATIONAL AND REGIONAL DATA FROM MULTIPLE SOURCES. THIS STUDY IS REVIEWED BY THE COMPENSATION COMMITTEE AND APPROVED BY THE COMMITTEE AND THE BOARD. THE LAST FULL REVIEW WAS COMPLETED IN JUNE 2021. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE NOT OPEN TO PUBLIC DISCLOSURE. |
| FORM 990, PART XI, LINE 9: |
NET EQUITY TRANSFERS FROM AFFILIATES 88,334,565. |
| FORM 990, PART XII, LINE 3B: |
DUE TO COVID-19 THE OFFICE OF MANAGEMENT AND BUDGET EXTENDED THE SINGLE AUDIT DUE DATE. DUE TO THIS THE SINGLE AUDIT REQUIRED TO BE COMPLETED IS IN PROCESS, HOWEVER THE JUNE 30, 2020 SINGLE AUDIT HAS BEEN COMPLETED. |
Attach to Form 990 or 990-EZ.