Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 3,119,626 | 471,076 | 213,437 | 127,174 | 0 | 3,931,313 |
| 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 | 3,119,626 | 471,076 | 213,437 | 127,174 | 3,931,313 | |
| 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).. | 417,696 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 3,513,617 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 3,119,626 | 471,076 | 213,437 | 127,174 | 3,931,313 | |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 1,846 | 8,911 | 15,908 | 27,176 | 26,225 | 80,066 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | 4,011,379 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2019 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: | HONORARIUMS - |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4A - EXEMPT PURPOSE AND ACHIEVEMENTS | I. ORGANIZATION AND GOVERNANCE AS ICSI WE HAVE COME TOGETHER TO INFLUENCE AND MAKE CHANGE IN THE HEALTHCARE INDUSTRY FOR OVER 25 YEARS. WE ARE DRIVEN BY OUR MISSION TO ADDRESS THE TOUGHEST CHALLENGES IN HEALTHCARE, REDEFINING AND REDESIGNING SYSTEMS AND THE MARKET. TOGETHER, WE AIM TO IMPROVE CARE AND REDUCE COSTS FOR OUR PATIENTS, FAMILIES AND COMMUNITIES. WE ARE AN INDEPENDENT, NONPROFIT HEALTH CARE IMPROVEMENT ORGANIZATION WITH APPROXIMATELY 50 MEMBERS (MEDICAL GROUPS, HOSPITALS, AND HEALTH PLANS) AND ACTIVE CONNECTIONS WITH AND BROAD REPRESENTATION OF EMPLOYERS AND CONSUMERS. THESE HEALTHCARE ORGANIZATIONS PROVIDE CARE OR INSURANCE TO CLOSE TO 75% OF MN CITIZENS. WE PARTNER WITH STATE HEALTH AND PUBLIC HEALTH AGENCIES, PROFESSIONAL HEALTH CARE ASSOCIATIONS, REGIONAL HEALTH COLLABORATIVES AND OTHERS IN MINNESOTA AND ACROSS THE NATION WHO HAVE ALIGNED MISSIONS. 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 FOUNDATION AS DEFINED BY SECTION 509(A) OF THE IRC. ICSI IS GOVERNED BY A BOARD OF DIRECTORS. II. ICSI'S ACTIVITIES ICSI'S ACTIVITIES ARE ORGANIZED UNDER THREE ARMS: MN HEALTH COLLABORATIVE, GUIDELINES AND EVIDENCE, AND DISSEMINATION AND SPREAD. MN HEALTH COLLABORATIVE IS THE COLLECTIVE IMPACT ARM OF ICSI, COMPRISED OF MAJOR HEALTHCARE SYSTEMS, BOTH CARE DELIVERY AND PLANS, AND OTHER COMMUNITY HEALTH CARE PROVIDERS. THE COLLABORATIVE DETERMINES TOPIC AREAS, DEFINING SCOPE AND IMPLEMENTING CHANGES THROUGH MULTIPLE WORKING GROUPS, MOST OF THEM INTERDISCIPLINARY. GUIDELINES AND EVIDENCE: THE TRANSLATION OF EVIDENCE TO PRACTICE IS A CORNERSTONE OF ICSI'S WORK. ICSI MEMBER AUTHORED, EVIDENCE-BASED, GUIDELINES ARE USED NATIONALLY AND INTERNATIONALLY AND NOTED FOR THEIR IMPLEMENTATION GUIDANCE. IN ADDITION, ICSI INCORPORATES EVIDENCE REVIEWS INTO OUR INITIATIVES, INCLUDING IN MN HEALTH COLLABORATIVE WORK. ALL EVIDENCE-BASED DOCUMENTS ARE MADE FREELY AVAILABLE TO MEMBERS AND NON-MEMBERS. DISSEMINATION AND SPREAD: ICSI SPREADS ITS EVIDENCE WORK AND WORK OF THE COLLABORATIVE USING VARIOUS TRAINING AND DISSEMINATION METHODS, INCLUDING ECHO, WEBINARS AND PRESENTATIONS, AND TRAINING. MN HEALTH COLLABORATIVE WITH ICSI SERVING AS ITS BACKBONE ORGANIZATION, THE MN HEALTH COLLABORATIVE INCLUDES PHYSICIANS AND OTHER REPRESENTATIVES FROM MAJOR HEALTHCARE ORGANIZATIONS WORKING TOGETHER TO ADDRESS MAJOR HEALTH TOPICS AFFECTING MINNESOTA COMMUNITIES TODAY INCLUDING OPIOID MISUSE AND ADDICTION, SYSTEM IMPROVEMENTS TO ADDRESS BROADER MENTAL HEALTHCARE NEEDS AND BUILDING STRONG NETWORKS TO ADDRESS SOCIAL DETERMINANTS OF HEALTH. HEALTH SYSTEMS IN THE MINNESOTA HEALTH COLLABORATIVE CURRENTLY INCLUDE ALLINA HEALTH, BLUE CROSS AND BLUE SHIELD OF MN, CENTRACARE HEALTH, CHILDREN'S HOSPITALS AND CLINICS OF MINNESOTA, ESSENTIA HEALTH, FAIRVIEW HEALTH SERVICES, HEALTHPARTNERS, HENNEPIN HEALTHCARE, HUTCHINSON HEALTH, MAYO CLINIC, MEDICA, NORTH MEMORIAL HEALTH, RIDGEVIEW MEDICAL CENTER, SANFORD HEALTH, UCARE, AND UNIVERSITY OF MINNESOTA HEALTH/UNIVERSITY OF MINNESOTA PHYSICIANS. PREVENTION OF OPIOID MISUSE IN THE WORK TO DECREASE OPIOID USE IN NON-SURGICAL ACUTE PAIN, PROGRESS CONTINUED IN REDUCING OVERALL OPIOID PRESCRIBING AND PRESCRIBING ABOVE RECOMMENDED STANDARDS ACROSS MN. THE WORKING GROUP DEVELOPED METHODOLOGY TO IMPROVE POSTOPERATIVE OPIOID PRESCRIBING AND BEGAN SPREADING THIS WORK. COHORTS OF SURGICAL SPECIALTIES BEGAN WORKING TOGETHER FOR FOUR MONTHS TO "JUMP START" A DEEPER ENGAGEMENT AROUND DECREASING THE USE OF OPIOIDS FOR PAIN MANAGEMENT. THE FIRST COHORT INCLUDED ORTHOPEDICS, PODIATRY, AND SPINE SURGEONS. CHRONIC OPIOID USE & ADDICTION ICSI CONVENED AN EXPERT GROUP TO DEVELOP UNDERSTANDING THE COMPLEXITIES OF MEDICATION-ASSISTED THERAPY (MAT) FOR OPIOID USE DISORDER ACROSS THE STATE, INCLUDING BARRIERS TO FURTHER ADOPTION. THE DISCUSSIONS HAVE IDENTIFIED MAT "DESERTS," AREAS WHERE MAT IS NOT AVAILABLE TO PATIENTS WHO NEED IT. THE GROUP SHARED PRACTICES ON CLINICAL DECISIONS AND PROCESSES AROUND MAT, AMPLIFYING CURRENT EDUCATIONAL OFFERINGS. ADDRESSING ACUTE MENTAL HEALTH NEEDS IN THE EMERGENCY DEPARTMENTS THIS WORK FOCUSED ON TAKING ACTION WITHIN HEALTHCARE'S SPHERE OF INFLUENCE BY IMPROVING CARE WITHIN EMERGENCY DEPARTMENTS (EDS) FOR PEOPLE IN MENTAL HEALTH CRISIS, STARTING WITH SUICIDE PREVENTION AND INTERVENTION IN THE ED, AS WELL AS FOR MEDICAL CLEARANCE EVALUATION IN THE ED. THIS EFFORT HAS EXPANDED TO IMPROVE ACCESS TO DEFINITIVE TREATMENT FOR THOSE IN MENTAL HEALTH CRISIS, INCLUDING INPATIENT SERVICES, PARTIAL HOSPITALIZATION AND OUTPATIENT TREATMENT. WE HAVE GAINED COMMITMENT FROM MULTIPLE AGENCIES AND ASSOCIATIONS TO ENGAGE WITH THE HEALTH CARE SYSTEM, IN A COLLECTIVE IMPACT EFFORT. INTEGRATED BEHAVIORAL HEALTH THE INTEGRATION OF BEHAVIORAL HEALTH (IBH) IN PRIMARY CARE WORKING GROUP BEGAN THE TRANSITION TO BECOME AN ONGOING LEARNING IN ACTION NETWORK (LAN), EXPANDING TO INCLUDE ICSI MEMBERS WHO HAD NOT BEEN PART OF THE MN HEALTH COLLABORATIVE TO DATE. THIS LAN INCLUDED A SIX-MONTH ECHO PROJECT TO SUPPORT ORGANIZATIONS TO IMPROVE OR EXPAND IBH SERVICES. A SUB-GROUP CONTINUED TO MEET TO EXPLORE FACTORS INFLUENCING PAYMENT FOR THE MEDICARE COLLABORATIVE CARE CODES. THIS EXPLORATION INCLUDES THE DEPARTMENT OF HUMAN SERVICES (DHS) AND THE MINNESOTA PSYCHIATRIC ASSOCIATION, AS WELL AS COLLABORATIVE PARTNERS. GUIDELINES AND EVIDENCE IN 2019, ICSI MEMBER WORKING GROUPS DEVELOPED AND DISSEMINATED THE FOLLOWING GUIDELINES AND ENDORSEMENTS OF OTHER GUIDELINES. THESE DOCUMENTS ARE FREELY AVAILABLE TO ALL PROVIDERS. PALLIATIVE CARE IN ADULTS PERIOPERATIVE CARE (NEW OPIOID MANAGEMENT SECTION) ENDORSEMENTS: 2018 AMERICAN HEART ASSOCIATION (AHA)/AMERICAN STROKE ASSOCIATION (ASA) GUIDELINES FOR THE EARLY MANAGEMENT OF PATIENTS WITH ACUTE ISCHEMIC STROKE PERIOPERATIVE CARE (NEW OPIOID MANAGEMENT SECTION) EVIDENCE BRIEFS SUICIDE PREVENTION AND INTERVENTION IN THE EMERGENCY DEPARTMENT COLORECTAL CANCER SCREENING ICSI REVISED ONE GUIDELINE IN 2018 ADULT ACUTE AND SUBACUTE LOW BACK PAIN, COMPLETED A COMMENTARY ON CONFLICTING NATIONAL GUIDELINES ON THE CARE OF HYPERTENSION AND AN EVIDENCE BRIEF ON E-CIGARETTES. DISSEMINATION AND SPREAD IN ADDITION TO USING THE ECHO MODEL TO DISSEMINATE MN HEALTH COLLABORATIVE-DEVELOPED STANDARDS FOR INTEGRATED BEHAVIORAL HEALTH IN PRIMARY CARE TO MEMBERS. ICSI HOSTED WEBINARS ON COLLABORATIVE STANDARDS FOR SUICIDE PREVENTION AND INTERVENTION IN EMERGENCY DEPARTMENTS (EDS), STANDARDS FOR MEDICAL CLEARANCE EVALUATION IN EDS PRIOR TO PSYCHIATRIC INPATIENT STAY, AND OPIOID PRESCRIBING. ICSI ALSO PROVIDES TRAINING AND CONSULTING: OVER THE LAST THREE YEARS, ICSI HAS TAUGHT MORE THAN 3,000 PHYSICIANS, LEADERS AND STAFF AN ADAPTIVE APPROACH TO QUALITY IMPROVEMENT THAT MARRIES THE MODEL FOR IMPROVEMENT TO IMPROVISATION AND ADAPTIVE ENGAGEMENT METHODS. ICSI PARTNERED WITH CLEARWAY MN AND THE TOBACCO SYSTEMS CHANGE CAPACITY BUILDING INITIATIVE, ENDING IN 2018. A TRAINING PROGRAM WAS DEVELOPED AND DELIVERED TO OVER 100 STAFF, A TOOLKIT WAS CREATED, CURATING KEY RESOURCES AND PRACTICAL TOOLS TO HELP CLINICS AND HEALTH SYSTEMS CONTINUE TO IMPROVE HOW THEY ADDRESS TOBACCO USE. CMMI SUPPORT AND ALIGNMENT NETWORK (NRHI SAN) ICSI SERVED AS FACULTY FOR THE NETWORK FOR REGIONAL HEALTH IMPROVEMENT'S CMMI SUPPORT AND ALIGNMENT NETWORK (SAN). THE PROVIDED EXPERTISE INCLUDED BEHAVIORAL HEALTH INTEGRATION, IMPLEMENTATION SUPPORT AND IN-PERSON MOTIVATIONAL INTERVIEWING WORKSHOPS TO THE SAN PTN GROUPS IN KENTUCKY AND CALIFORNIA. SEPT 2017-SEPT 2019. MEMBERSHIP BENEFITS THROUGH THESE ACTIVITIES ICSI OFFERS THE FOLLOWING BENEFITS TO ITS MEMBERS: LEARNING PROMISING PRACTICES FROM EACH OTHER THROUGH COLLABORATING TOGETHER AND THROUGH ICSI GUIDELINES AND EVIDENCE WORK SUPPORT IN IMPLEMENTING PRACTICE CHANGES THROUGH WORKING GROUPS, WEBINARS, AND REDUCED MEMBER PRICING FOR TRAINING AND CONSULTING AMPLIFICATION OF MEMBERS ORGANIZATIONAL EFFORTS THROUGH COLLABORATIVES, WEBINARS, EVENTS OPPORTUNITIES TO DEFINE COLLECTIVE NEEDS AND OPPORTUNITIES FOR ACTION TO MAKE AN IMPACT IN WAYS THAT CANNOT DONE AS INDIVIDUAL ORGANIZATIONS |
| FORM 990, PART VI, SECTION A, LINE 6 | ICSI'S CURRENTLY HAS 50 MEMBERS. PER ARTICLE I, SECTION 1 OF ICSI'S BYLAWS, THE VOTING MEMBERS, WHICH ARE REFERRED TO AS PRINCIPAL SPONSORS IN THE BYLAWS, SHALL BE ICSI'S CURRENT PRINCIPAL SPONSOR, GROUP HEALTH PLAN, INC. 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 AS MANY PRINCIPAL SPONSOR DIRECTORS AS THERE ARE PRINCIPAL SPONSORS. EACH PRINCIPAL SPONSOR SHALL BE ENTITLED TO APPOINT ONE PRINCIPAL SPONSOR DIRECTOR, WHO SHALL BE A MEDICAL DIRECTOR OF THE PRINCIPAL SPONSOR. |
| 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 11B | 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, HEALTHPARTNERS'S 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. THE CEO AND OTHER OFFICERS ARE PAID BY GHI. GHI HAS AN ANNUAL PROCESS TO REVIEW THE MARKET COMPARABILITY OF THE TOTAL COMPENSATION OF ITS CEO AND ITS OTHER OFFICERS. EVERY THREE YEARS, UNDER THE DIRECTION OF THE GHI BOARD OF DIRECTORS' COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE (COMPENSATION COMMITTEE), A TOTAL COMPENSATION MARKET REVIEW IS COMPLETED BY AN EXTERNAL COMPENSATION CONSULTANT. 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 INDEPENDENT COMPENSATION COMMITTEE. BASED ON THIS MARKET DATA, THE COMPENSATION COMMITTEE DETERMINES MINIMUM AND MAXIMUM TOTAL COMPENSATION RANGES FOR EACH OFFICER. IN INTERIM YEARS, GHI'S HUMAN RESOURCES STAFF, UNDER THE DIRECTION OF THE COMPENSATION COMMITTEE, UPDATES CHANGES IN THE SALARY STRUCTURE BASED ON THE SAME INDEPENDENT STUDIES PERFORMED BY THE COMPENSATION CONSULTANT FOR THE COMPENSATION COMMITTEE. FOR THE CEO AND CERTAIN OTHER POSITIONS FULL INDEPENDENT REVIEWS ARE PERFORMED TO SET SALARY RANGES BASED ON THE COMPETITIVE MARKET DATA SPECIFIC TO THOSE POSITIONS. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES EACH YEAR'S COMPENSATION RESULTS. IN ALL CASES, COMMITTEE MEMBERS COMPLETE AN ANNUAL CONFLICT OF INTEREST SURVEY TO ASSURE THE COMPENSATION COMMITTEE 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. THE BOARD OF DIRECTORS HAS DELEGATED TO THE EXECUTIVE COMMITTEE THE ACCOUNTABILITY TO CONDUCT AN ANNUAL PERFORMANCE EVALUATION AND TO DETERMINE THE COMPENSATION OF THE CEO BASED ON THE PERFORMANCE REVIEW AND THE MARKET COMPARABILITY DATA, APPROVED BY THE COMPENSATION COMMITTEE. THE BOARD HAS DELEGATED TO THE HEALTHPARTNERS CEO AND 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 TO COMPENSATION IN EXCESS OF THE APPROVED RANGES ARE APPROVED BY THE COMPENSATION COMMITTEE. TOTAL COMPENSATION IS APPROPRIATELY DOCUMENTED ON THE FORM 990 AND W2 STATEMENTS. |
| 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. |
| FORM 990, PART VII, SECT A, LINE 1A, COL (B) - AVERAGE HRS - RELATED ORG | 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. |
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