Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
INSTITUTE FOR CLINICAL SYSTEMS IMPROVEMENT
Employer identification number
41-1782168
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
HMO MINNESOTA
410984460
501(C)(4)
Yes
Yes
Yes
0
(2)
HEALTHPARTNERS INC
411693838
501(C)(4)
Yes
Yes
Yes
0
(3)
MEDICA HEALTH PLANS
411242261
501(C)(4)
Yes
Yes
Yes
0
(4)
PARK NICOLLET INSTITUTE
237346465
4
Yes
Yes
Yes
0
(5)
MAYO FOUNDATION
411506440
11
Yes
Yes
Yes
0
(6)
GROUP HEALTH PLAN INC
410797853
3
Yes
Yes
Yes
0
Total
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
INSTITUTE FOR CLINICAL SYSTEMS IMPROVEMENT
Employer identification number
41-1782168
Identifier
Return Reference
Explanation
THE ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1
THE MISSION OF THE INSTITUTE FOR CLINICAL SYSTEMS IMPROVEMENT (ICSI) IS TO CHAMPION THE CAUSE OF HEALTH CARE QUALITY AND TO ACCELERATE IMPROVEMENT IN THE VALUE OF THE HEALTH CARE ITS STAKEHOLDERS DELIVER TO THE POPULATIONS THEY SERVE. ICSI'S VISION IS TO BE A COLLABORATION THAT IS DEEMED ESSENTIAL BY ITS MEMBERS FOR THEIR IMPROVEMENT OF HEALTH CARE AND DEEMED ESSENTIAL BY THE COMMUNITY AS A TRUSTED VOICE FOR QUALITY IN HEALTH CARE.
EXEMPT PURPOSE AND ACHIEVEMENTS
FORM 990, PART III, LINE 4A
I. ORGANIZATION AND GOVERNANCE ICSI IS A NONPROFIT MINNESOTA CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE ("IRC") AND IS NOT A PRIVATE INSTITUTION AS DEFINED BY SECTION 509(A) OF THE IRC. ICSI IS GOVERNED BY A BOARD OF DIRECTORS. THE MISSION OF ICSI IS TO CHAMPION THE CAUSE OF HEALTH CARE QUALITY AND TO ACCELERATE IMPROVEMENT IN THE VALUE OF HEALTH CARE DELIVERED BY MEDICAL GROUPS, HOSPITALS AND HEALTH PLANS TO PEOPLE WHO LIVE AND WORK IN THE STATE OF MINNESOTA AND IN ADJACENT AREAS OF SURROUNDING STATES. ICSI HAS 63 MEMBERS AND IS FUNDED BY FIVE MINNESOTA AND WISCONSIN HEALTH PLANS. THE COMBINED MEDICAL GROUPS, HOSPITALS, AND INTEGRATED SYSTEMS REPRESENT APPROXIMATELY 9,000 PHYSICIANS. AS PART OF ITS COMMITMENT TO SUPPORT QUALITY IMPROVEMENT, ICSI HAS ACCOMPLISHED THE FOLLOWING. II. ICSI'S ACTIVITIES 1. ESTABLISH BEST CLINICAL PRACTICES - ICSI DEVELOPS AND PUBLISHES 31 HEALTH CARE GUIDELINES FOR USE BY PROVIDERS AND PATIENTS IN DEFINING BEST CARE FOR A VARIETY OF MEDICAL CONDITIONS AND PREVENTIVE SERVICES. ICSI REVIEWED AND APPROVED 20 GUIDELINES IN 2010 TO MAKE SURE THEY REFLECT THE MOST CURRENT MEDICAL EVIDENCE. IN ADDITION, ICSI'S PATIENT ADVISORY COUNCIL BEGAN PROVIDING FEEDBACK ON MULTIPLE GUIDELINES. ICSI ALSO STRENGTHENED ITS CONFLICT OF INTEREST CRITERIA FOR WORK GROUP MEMBERS AND REVIEWERS TO HELP ENSURE THAT ITS GUIDELINES REMAIN CREDIBLE THROUGHOUT THE HEALTH CARE COMMUNITY. - ICSI DEVELOPS AND PUBLISHES 14 ORDER SETS FOR USE BY HOSPITALS, ESPECIALLY THOSE THAT USE ELECTRONIC HEALTH RECORD SYSTEMS. AN ORDER SET CONSISTS OF STANDARDIZED INSTRUCTIONS FOR THE MANAGEMENT OF A PARTICULAR DISEASE, CONDITION OR PROCEDURAL INTERVENTION, PRESENTED AS A GROUP OF ORDERS TO BE INDIVIDUALLY SELECTED AND SIGNED BY AN AUTHORIZED PRESCRIBER. - ICSI DEVELOPS AND PUBLISHES SIX HEALTH CARE PROTOCOLS FOR USE BY PROVIDERS. HEALTH CARE PROTOCOLS ARE STEP-BY-STEP STATEMENTS OF PROCEDURES ROUTINELY USED IN THE CARE OF PATIENTS TO ENSURE THAT THE INTENDED OUTCOME IS RELIABLY ACHIEVED. ICSI MAKES ALL OF ITS GUIDELINES, ORDER SETS AND PROTOCOLS AVAILABLE TO THE PUBLIC AT NO CHARGE ON THE ICSI WEB SITE AT WWW.ICSI.ORG. 2. PROVIDE EDUCATION ON QUALITY IMPROVEMENT & HEALTH CARE TOPICS - ICSI OFFERED ONE CYCLE OF ITS CULTIVATING QUALITY SERIES OF WORKSHOPS TO TEAMS FROM SIX ORGANIZATIONS THAT PARTICIPATE IN ICSI. CULTIVATING QUALITY IS A STRUCTURED CURRICULUM THAT COVERS A BROAD RANGE OF TOPICS SUCH AS CONSENSUS BUILDING, IMPLEMENTATION, LEADERSHIP, AND CHANGE MANAGEMENT. - ICSI CONDUCTED WORKSHOPS ON MOTIVATIONAL INTERVIEWING AND PATIENT SAFETY. WEBINARS WERE ALSO HELD ON SUCH TOPICS AS ACCOUNTABLE CARE ORGANIZATIONS, DEVELOPING AIMS AND MEASURES, COMPARATIVE EFFECTIVENESS, USING DECISION-SUPPORT TOOLS, AND COMMUNICATION STRATEGY TO ALLEVIATE THE IMPACT OF DEPRESSION ON PATIENT BEHAVIOR AND HEALTH. ICSI ALSO LAUNCHED THE "ICSI IDEAGORA," MONTHLY DISCUSSIONS WITH PROVIDERS AND OTHER STAKEHOLDERS ON SUCH TOPICS AS THE FUTURE OF PRIMARY CARE AND PARTICIPATORY MEDICINE. 3. ICSI COLLABORATED WITH THE INSTITUTE FOR HEALTHCARE IMPROVEMENT TO PRESENT A CONFERENCE WHOSE THEME WAS INNOVATION AND QUALITY IN A TIME OF HEALTH CARE REFORM. 4. SUPPORT COLLABORATIVE QUALITY IMPROVEMENT INITIATIVES - ICSI FOCUSED ON A NUMBER OF STRATEGIC INITIATIVES SO THAT CARE PROVIDED BY ITS MEMBERS IS MORE PATIENT-CENTERED AND VALUE-DRIVEN. IN 2010, A TOTAL OF 75 CLINICS OFFERED THE DIAMOND PROGRAM, WHICH CHANGES THE WAY CARE FOR PATIENTS SUFFERING FROM DEPRESSION IS DELIVERED AND PAID FOR IN PRIMARY CARE. THIS PROGRAM IS GETTING FOUR TIMES AS MANY PATIENTS INTO REMISSION BY SIX MONTHS COMPARED TO PATIENTS RECEIVING TYPICAL PRIMARY CARE TREATMENT. ICSI ALSO EXPLORED HOW THE DIAMOND MODEL COULD EXTEND BEYOND DEPRESSION TO SIMILARLY IMPROVE PATIENTS' OUTCOMES IN OTHER CHRONIC CONDITIONS SUCH AS DIABETES, HYPERTENSION, AND HYPERLIPIDEMIA, AND IN OTHER BEHAVIORAL HEALTH ISSUES, SUCH AS SCREENING FOR BOTH DEPRESSION AND SUBSTANCE ABUSE IN PRIMARY CARE CLINICS. FOLLOWING THE DEVELOPMENT AND THREE-YEAR PILOTING OF A DECISION-SUPPORT OPTION FOR ORDERING APPROPRIATE HIGH-TECHNOLOGY DIAGNOSTIC IMAGING (HTDI) SCANS, ICSI BEGAN TO MAKE THIS OPTION AVAILABLE TO ALL CARE DELIVERY SYSTEMS IN MINNESOTA IN LATE 2010. THE OPTION ALLOWS PROVIDERS TO ORDER HTDI SCANS DURING AN OFFICE VISIT WITH THE PATIENT, RATHER THAN REQUIRING HEALTH PLAN PRE-AUTHORIZATION, BY USING CRITERIA BASED ON AMERICAN COLLEGE OF RADIOLOGY IMAGING STANDARDS. THE CRITERIA CAN BE EMBEDDED IN AN ELECTRONIC HEALTH RECORD SYSTEM OR ACCESSED VIA THE WEB. TO SUPPORT ITS HEALTH CARE HOME INITIATIVE, ICSI HELPED ITS MEMBERS CHANGE THEIR CARE PROCESSES TO BECOME STATE CERTIFIED, APPLIED LESSONS LEARNED FROM THE DIAMOND MODEL TO HEALTH CARE HOME DEVELOPMENT, AND COLLABORATED WITH THE UNIVERSITY OF MINNESOTA TO DEVELOP A COMMON LEXICON TO HELP DEFINE THE COMPONENTS NECESSARY FOR A HEALTH CARE HOME. - A FOURTH INITIATIVE ON PALLIATIVE CARE WAS DEVELOPED TO THE POINT WHERE ITS KEY ELEMENTS AND FINDINGS COULD BE APPLIED TO OTHER ICSI WORK, SUCH AS IN THE AREA OF HEALTH CARE HOMES AND SHARED DECISION MAKING. ADDITIONAL ACTIVITIES CAN BE FOUND IN ICSI'S 2010 ANNUAL REPORT.
FORM 990, PART VI, SECTION A, LINE 6
ICSI'S CURRENT MEMBERS ARE HEALTHPARTNERS, INC., BCBSM, INC., AND MEDICA. PER ARTICLE I, SECTION 1 OF ICSI'S BYLAWS, THE VOTING MEMBERS, WHICH ARE REFERRED TO AS PRINCIPAL SPONSORS IN THE BYLAWS, SHALL BE HEALTHPARTNERS, INC., BCBSM, INC., MEDICA, AND THOSE OTHER ENTITIES (A) WITH WHOM THIS CORPORATION HAS ENTERED INTO A PRINCIPAL SPONSOR AGREEMENT; (B) WHO ARE NOT IN DEFAULT UNDER SUCH AGREEMENT; (C) WHO AGREE TO USE STATEMENTS OF BEST HEALTH CARE PRACTICE DEVELOPED BY THIS CORPORATION ONLY FOR COLLABORATIVE, SYSTEMATIC QUALITY IMPROVEMENT AND NOT FOR PUNISHMENT, COERCION OR ASSIGNMENT OF PENALTY; AND (D) WHO HAVE BEEN ACCEPTED AS PRINCIPAL SPONSORS BY ALL OF THE THEN-EXISTING PRINCIPAL SPONSORS AND BY THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 7A
PER ARTICLE III, SECTION 2 OF ICSI'S BYLAWS, THERE SHALL BE SIX INSTITUTIONAL DIRECTORS, WHO SHALL BE APPOINTED AS FOLLOWS: (I) TWO INSTITUTIONAL DIRECTORS SHALL BE APPOINTED BY MAYO FOUNDATION, A MINNESOTA NONPROFIT CORPORATION; (II) TWO INSTITUTIONAL DIRECTORS SHALL BE APPOINTED BY GROUP HEALTH PLAN, INC., D/B/A HEALTHPARTNERS MEDICAL GROUP ("HPMG"), A MINNESOTA NONPROFIT CORPORATION; AND (III) TWO INSTITUTIONAL DIRECTORS SHALL BE APPOINTED BY PARK NICOLLET HEALTH SERVICES, A MINNESOTA NONPROFIT CORPORATION. THERE SHALL BE THREE PRINCIPAL SPONSOR DIRECTORS, WHO SHALL BE APPOINTED AS FOLLOWS: (I) HEALTHPARTNERS, INC., A MINNESOTA NONPROFIT CORPORATION, SHALL APPOINT ONE PRINCIPAL SPONSOR DIRECTOR, WHO SHALL BE A MEDICAL DIRECTOR OF HEALTHPARTNERS, INC.; (II) BCBSM, INC., A MINNESOTA NONPROFIT CORPORATION D/B/A BLUE CROSS AND BLUE SHIELD OF MINNESOTA, SHALL APPOINT ONE PRINCIPAL SPONSOR DIRECTOR, WHO SHALL BE A MEDICAL DIRECTOR OF BCBSM, INC.; AND (III) MEDICA, A MINNESOTA NONPROFIT CORPORATION, SHALL APPOINT ONE PRINCIPAL SPONSOR DIRECTOR, WHO SHALL BE A MEDICAL DIRECTOR OF MEDICA.
FORM 990, PART VI, SECTION A, LINE 7B
PER ARTICLE IV, SECTION 9 OF ICSI'S BYLAWS, THE FOLLOWING ACTIONS SHALL NOT BE EFFECTIVE WITHOUT THE APPROVAL OF THE PRINCIPAL SPONSORS: (A) ADOPTION OF ANNUAL OPERATING AND CAPITAL BUDGETS; (B) AMENDMENTS TO APPROVED OPERATING AND CAPITAL BUDGETS; (C) PAYMENT OF UNBUDGETED EXPENDITURES IN EXCESS OF $100,000; (D) ADOPTION OR AMENDMENT OF ANY STRATEGIC OR ANNUAL PLAN; OR (E) SUBSTANTIAL CHANGES IN THE PROGRAMMATIC OR STRATEGIC DIRECTION OF THE CORPORATION.
FORM 990, PART VI, SECTION B, LINE 11
ICSI'S 990 RETURN HAS A COMPREHENSIVE REVIEW PROCESS THAT IS FOLLOWED BEFORE IT IS PRESENTED TO THE GOVERNING BODY OF ICSI. THE REVIEW PROCESS INCLUDES A LAYERED REVIEW BY THE TAX DEPARTMENT OF GHI, THE MANAGEMENT TEAM OF ICSI, ICSI'S OUTSIDE LEGAL COUNSEL AND ICSI'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 ICSI. ONCE THAT REVIEW PROCESS HAS BEEN COMPLETED, IT IS THE POLICY OF ICSI TO MAKE AVAILABLE TO THE FINANCE AND AUDIT COMMITTEE OF ITS BOARD OF DIRECTORS AND TO ITS BOARD OF DIRECTORS, A COPY OF THE 990 PRIOR TO THE FILING OF THE 990 RETURN. THIS COPY WILL BE PROVIDED IN THE BOARD PACKET OF BOTH THE FINANCE AND AUDIT COMMITTEE MEETING AND THE BOARD OF DIRECTORS MEETING PRIOR TO THE FILING OF THE 990 AND WILL BE AN AGENDA ITEM AT BOTH MEETINGS. THE BOARD OF DIRECTORS HAS GIVEN THE RESPONSIBILITY OF THE 990 REVIEW PROCESS TO THE FINANCE AND AUDIT COMMITTEE. IT WILL BE THE RESPONSIBILITY OF THE FINANCE AND AUDIT COMMITTEE TO ADDRESS THAT REVIEW WITH THE BOARD OF DIRECTORS. THIS PROCESS WILL BE NOTED AND DOCUMENTED TO THE MEETING MINUTES OF BOTH MEETINGS.
FORM 990, PART VI, SECTION B, LINE 12C
ICSI'S BOARD OF DIRECTORS MONITORS POTENTIAL CONFLICTS OF INTEREST ON THE PART OF ITS BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES BY MAINTAINING A CONFLICT OF INTEREST POLICY. UNDER THE POLICY, ALL BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES ANNUALLY ARE PROVIDED WITH A COPY OF THE POLICY AND REQUESTED TO COMPLETE A QUESTIONNAIRE IDENTIFYING ANY POTENTIAL CONFLICTS OF INTEREST. A REPORT OF THESE POTENTIAL CONFLICTS IS SHARED WITH THE BOARD OF DIRECTORS, INCLUDING THE CEO. BOARD AGENDAS AND EXECUTIVE DECISIONS ARE MONITORED IN RELATION TO THIS POLICY.
FORM 990, PART VI, SECTION B, LINE 15
ICSI HAS NO EMPLOYEES. ALL OFFICERS, DIRECTOR AND KEY EMPLOYEES ARE PAID BY GHI, A SUPPORTED ORGANIZATION, WHICH HAS AN ANNUAL PROCESS TO REVIEW THE MARKET COMPARABILITY OF THE TOTAL COMPENSATION OF ICSI'S PRESIDENT AND ITS OTHER OFFICERS. EACH YEAR, IN COOPERATION WITH INPUT FROM ICSI'S BOARD OF DIRECTORS, AND THE GHI BOARD OF DIRECTORS' COMPENSATION COMMITTEE (COMPENSATION COMMITTEE), AN ANNUAL TOTAL COMPENSATION MARKET REVIEW IS COMPLETED. THE REVIEW INCLUDES ALL COMPONENTS OF COMPENSATION; BASE SALARY, ANNUAL INCENTIVES, BENEFITS AND PERQUISITES. THE MARKET SURVEY RESULTS ARE PRESENTED TO, REVIEWED BY AND APPROVED BY THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE'S MARKET REVIEW PROCESS AND SUBSEQUENT DECISIONS INCLUDE THE FOLLOWING ELEMENTS: - INDEPENDENT BODY - COMPENSATION COMMITTEE MEMBERS COMPLETE AN ANNUAL CONFLICT OF INTEREST SURVEY TO ASSURE THE COMPENSATION COMMITTEE MEMBERS' INDEPENDENCE - STAFF IS NOT IN ROOM DURING DELIBERATIONS OR VOTE INCLUDING EXECUTIVE SESSIONS - AUTHORIZED BODY - GHI'S BOARD OF DIRECTORS HAS DELEGATED TO THE COMPENSATION COMMITTEE THE ACCOUNTABILITY AND AUTHORITY TO REVIEW AND APPROVE THE COMPARABILITY DATA OF ALL OFFICERS. - THE GHI BOARD OF DIRECTORS HAS DELEGATED TO THE COMPENSATION COMMITTEE THE ACCOUNTABILITY TO CONDUCT AN ANNUAL PERFORMANCE EVALUATION AND TO DETERMINE THE COMPENSATION OF THE PRESIDENT BASED ON THE PERFORMANCE REVIEW AND THE MARKET COMPARABILITY DATA - THE GHI BOARD OF DIRECTORS HAS DELEGATED TO THE PRESIDENT (WITH AUTHORITY TO FURTHER DELEGATE) THE ACCOUNTABILITY TO CONDUCT ANNUAL PERFORMANCE REVIEWS AND DETERMINE THE COMPENSATION OF ALL OTHER OFFICERS WITHIN THE COMPENSATION RANGES DETERMINED BY THE COMPENSATION COMMITTEE. ANY EXCEPTIONS NEED TO BE APPROVED BY THE COMPENSATION COMMITTEE. - COMPARABILITY DATA - EVERY THREE YEARS, THE COMPENSATION COMMITTEE RETAINS AN INDEPENDENT COMPENSATION EXPERT TO CONDUCT AN EXTENSIVE MARKET COMPARABILITY SURVEY FOR ALL OFFICERS OF THE ORGANIZATION. WITH THE INPUT OF THE CONSULTANT, THE COMPENSATION COMMITTEE DETERMINED APPROPRIATE PEER GROUPS INCLUDING BOTH LOCAL AND NATIONAL PEER GROUPS. THE SURVEY CONSIDERS EACH ELEMENT OF TOTAL COMPENSATION AND AGGREGATE TOTAL COMPENSATION. BASED ON THIS DATA, THE COMPENSATION COMMITTEE DETERMINES MINIMUM AND MAXIMUM TOTAL COMPENSATION RANGES FOR EACH OFFICER. IN INTERIM YEARS, GHI'S HUMAN RESOURCE DEPARTMENT, UNDER THE COMPENSATION COMMITTEE'S DIRECTION USES THE SAME RECOGNIZED THIRD PARTY SALARY SURVEYS TO DETERMINE MEDIAN SALARY STRUCTURE CHANGES AND AVERAGE SALARY INCREASES. BASED ON THIS UPDATED DATA, THE COMPENSATION COMMITTEE DETERMINES THE TOTAL COMPENSATION RANGES FOR EACH OFFICER. - THE ELEMENTS OF TOTAL COMPENSATION ARE SALARY, INCENTIVES, BENEFITS AND PERQUISITES. - PROPER CONTEMPORANEOUS DOCUMENTATION: - MINUTES OF THE COMPENSATION COMMITTEE ARE PREPARED AFTER EACH MEETING AND APPROVED AT THE NEXT MEETING. - TOTAL COMPENSATION IS APPROPRIATELY REPORTED ON THE FORM 990 AND ON THE EMPLOYEE'S W-2.
FORM 990, PART VI, SECTION C, LINE 19
ICSI'S FINANCIAL STATEMENTS AND 990 RETURNS ARE MADE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION FROM ICSI. ICSI'S ARTICLES OF INCORPORATION ARE AVAILABLE TO ANY PERSON WHO REQUESTS THE INFORMATION THROUGH THE MINNESOTA SECRETARY OF STATE'S OFFICE.
AVERAGE HOURS PER WEEK - RELATED ORGANIZATION
FORM 990, PART VII, SECTION A, LINE 1A, COLUMN (B)
ALL EMPLOYEES OF ICSI ARE EMPLOYED AND COMPENSATED BY GHI. ICSI REIMBURSES GHI 100% OF SALARIES AND BENEFITS. ALL HOURS WORKED BY ICSI EMPLOYEES ARE TO SUPPORT ICSI'S OPERATIONS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.