Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | ADD EXPLANATION HERE |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERS OF THE ORGANIZATION ARE LIMITED TO OPERATING HEALTH MAINTENANCE ORGANIZATIONS AND OPERATING COMMUNITY INTEGRATED SERVICES NETWORKS HOLDING A VALID LICENSE UNDER MINNESOTA STATUTES. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH MEMBER SHALL BE ENTITLED TO ONE EQUAL VOTE IN ALL MATTERS THAT COME BEFORE THE MEMBERS. EACH MEMBER MAY ELECT UP TO THREE PERSONS ON THE BOARD OF DIRECTORS OF THE CORPORATION. MEMBERS SHALL NOT VOLUNTARILY OR INVOLUNTARILY TRANSFER ANY RIGHTS ARISING OUT OF MEMBERSHIP IN THE CORPORATION. MEMBERS SHALL HAVE NO RIGHTS, TITLE TO, OR INTEREST IN THE PROPERTY, FUNDS OR ASSETS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FORM 990 IS PREPARED BY INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY MINNESOTA COUNCIL OF HEALTH PLANS STAFF. IT IS THEN FORWARDED TO THE MINNESOTA COUNCIL OF HEALTH PLANS TREASURER FOR REVIEW AND APPROVAL. UPON APPROVAL BY THE TREASURER, THE FORM 990 IS SIGNED BY THE EXECUTIVE DIRECTOR AND SUBMITTED FOR FILING. A COPY OF THE FILED FORM 990 IS AVAILABLE TO THE BOARD FOR REVIEW. |
| FORM 990, PART VI, SECTION B, LINE 12C | AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OF ANY FINANCIAL INTEREST OF WHICH HE OR SHE IS AWARE. SUCH DISCLOSURE SHOULD BE MADE IN THE ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT DESCRIBED BELOW. THE EXECUTIVE DIRECTOR WILL ENSURE THAT THERE IS A SYSTEM IN PLACE TO DISTRIBUTE A CONFLICT OF INTEREST QUESTIONNAIRE TO ALL INTERESTED PERSONS AT LEAST ANNUALLY. EACH BOARD MEMBER, EXECUTIVE DIRECTOR, AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT THAT AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY; B. HAS READ AND UNDERSTANDS THE POLICY; C. HAS AGREED TO COMPLY WITH THE POLICY; D. UNDERSTANDS THAT MINNESOTA COUNCIL OF HEALTH PLANS IS A TAX-EXEMPT ORGANIZATION AND THAT IN ORDER TO MAINTAIN FEDERAL TAX EXEMPTION MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE TAX-EXEMPT PURPOSES; AND E. HAS DISCLOSED ALL POTENTIAL CONFLICTS OF INTEREST IN HIS/HER ANSWERS TO THE QUESTIONNAIRE. THE EXECUTIVE DIRECTOR AND BOARD CHAIR SHALL REVIEW ALL COMPLETED QUESTIONNAIRES, SUMMARIZE THEIR FINDINGS, AND SUBMIT A REPORT TO THE GOVERNANCE AND NOMINATING COMMITTEE. THE REPORT WILL IDENTIFY THE POTENTIAL CONFLICTS DISCLOSED BY INTERESTED PERSON AND RECOMMEND ONE OF THE FOLLOWING WITH RESPECT TO EACH INTERESTED PERSON: A. THE DISCLOSED CONFLICTS ARE TOO PERVASIVE TO ALLOW MEANINGFUL PARTICIPATION AND THE INTERESTED PERSON SHOULD RESIGN; B. THE CHAIR SHOULD BE AWARE OF, AND MONITOR, THE POTENTIAL CONFLICT OF INTEREST THROUGHOUT THE YEAR; OR C. NO CURRENT POTENTIAL CONFLICTS WERE REPORTED. ON A CONTINUOUS BASIS, THE CHAIR AND EXECUTIVE DIRECTOR WILL REVIEW UPCOMING AGENDAS OF MEETINGS OF THE BOARD AND ITS COMMITTEES WITH BOARD DELEGATED POWERS. IF A DISCLOSED CONFLICT OF INTEREST IMPACTS AN AGENDA ITEM, THE CHAIR, WILL DETERMINE ONE OF THE FOLLOWING APPROACHES PRIOR TO THE MEETING AND ADVISE THE PERSON WITH THE POTENTIAL CONFLICT WHICH OF THE FOLLOWING PROCESSES WILL BE IMPLEMENTED: A. HE/SHE SHOULD NOT RECEIVE ANY INFORMATION ON THE MATTER, AND SHOULD BE EXCLUDED FROM ALL DISCUSSION AND THE VOTE; B. HE/SHE MAY RECEIVE INFORMATION ON THE MATTER BUT SHOULD BE EXCLUDED FROM ALL DISCUSSIONS AND THE VOTE; OR C. HE/SHE MAY RECEIVE INFORMATION ON THE MATTER, PARTICIPATE IN DISCUSSION AND ONLY BE EXCLUDED FROM THE VOTE. 4.PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST IF A POTENTIAL CONFLICT OF INTEREST IS IDENTIFIED RELATIVE TO A TRANSACTION OR ARRANGEMENT, A. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. B. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER MCHP CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN MCHPS BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. IF THE BOARD OR COMMITTEE HAS A REASONABLE CAUSE TO BELIEVE AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND GIVE THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF AFTER HEARING THE INTERESTED PERSONS RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN: A. THE NAMES OF THE INTERESTED PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT AND THE BOARDS OR COMMITTEES DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY VOTES TAKEN IN CONNECTION WITH THE PROCEEDINGS. A VOTING MEMBER OF THE BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MCHP FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBERS COMPENSATION. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MINNESOTA COUNCIL OF HEALTH PLANS FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBERS COMPENSATION. NO VOTING MEMBER OF THE BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MINNESOTA COUNCIL OF HEALTH PLANS, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE GOVERNANCE AND NOMINATING COMMITTEE CONDUCTS A 360 REVIEW OF THE EXECUTIVE DIRECTOR AS WELL AS REVIEWING HISTORICAL SALARY INFORMATION AND PRESENTS A RECOMMENDATION TO THE CURRENT AND OUTGOING BOARD CHAIR, WHO THEN CONDUCT A PERFORMANCE EVALUATION AND PRESENT THE FINAL SALARY/BONUS AMOUNT. PERIODICALLY A WRITTEN MARKET SURVEY REPORT IS SOLICITED FROM A BENEFITS BROKER TO REVIEW CURRENT EMPLOYEE SALARIES WITH MARKET SALARIES TO DETERMINE WHETHER OR NOT ADJUSTMENTS ARE NECESSARY. FOR ALL OTHER KEY EMPLOYEES, THE EXECUTIVE DIRECTOR IS RESPONSIBLE AND ACCOUNTABLE TO THE BOARD OF DIRECTORS TO ENSURE THAT MINNESOTA COUNCIL OF HEALTH PLANS IS STAFFED WITH HIGHLY QUALIFIED, FULLY COMPETENT EMPLOYEES AND THAT ALL PROGRAMS ARE ADMINISTERED WITHIN APPROPRIATE GUIDELINES AND WITHIN THE APPROVED BUDGET. THE BOARD OF DIRECTORS HAS DELEGATED TO THE EXECUTIVE DIRECTOR (AND THE EXECUTIVE DIRECTOR MAY FURTHER DELEGATE) THE AUTHORITY TO DETERMINE THE TOTAL COMPENSATION FOR ALL OTHER EMPLOYEES PROVIDED; HOWEVER, THAT (1) TOTAL COMPENSATION REMAINS WITHIN THE BOARD APPROVED BUDGET, (2) THE TOTAL COMPENSATION OF ANY EMPLOYEE IS CONSISTENT WITH THIS PHILOSOPHY AND PROCESS, (3) ANY EXCEPTIONS ARE APPROVED BY THE EXECUTIVE COMMITTEE, (4) SALARY RANGES ARE UPDATED REGULARLY, (5) ALL INDIVIDUAL JOBS ARE MARKET PRICED TO THE APPROPRIATE PEER GROUP REGULARLY, (6) PAY EQUITY ADJUSTMENTS ARE ADMINISTERED IN A FAIR AND EQUITABLE MANNER, AND (7) THE TOTAL COMPENSATION PROGRAM IS MANAGED FOR CONSISTENCY AND EQUITY. THIS PROCESS LAST OCCURRED DURING THE FISCAL YEAR ENDING AUGUST 31, 2012. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. |
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