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
2012
Open to Public Inspection
Name of the organization
KAPI'OLANI MEDICAL SPECIALISTS
Employer identification number
99-0322406
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 supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
0
125,521
112,089
71,817
141,688
451,115
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......
20,360,418
21,244,574
21,775,603
23,115,477
24,693,445
111,189,517
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
20,360,418
21,370,095
21,887,692
23,187,294
24,835,133
111,640,632
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
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.
726,199
834,750
770,249
2,331,198
c
Add lines 7a and 7b..
726,199
834,750
770,249
2,331,198
8
Public support (Subtract line 7c from line 6.)
109,309,434
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
20,360,418
21,370,095
21,887,692
23,187,294
24,835,133
111,640,632
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
13,916
4,893
3,661
2,854
3,072
28,396
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
13,916
4,893
3,661
2,854
3,072
28,396
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
0
13
Total support. (Add lines 9, 10c, 11, and 12.)..
20,374,334
21,374,988
21,891,353
23,190,148
24,838,205
111,669,028
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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
97.887 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
98.463 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
0.025 %
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
0.030 %
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
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
2012
Open to Public Inspection
Name of the organization
KAPI'OLANI MEDICAL SPECIALISTS
Employer identification number
99-0322406
Identifier
Return Reference
Explanation
DESCRIPTION OF ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1
KAPI'OLANI MEDICAL SPECIALISTS IS A SPECIALTY PHYSICIAN GROUP DEDICATED TO PROVIDING WORLD-CLASS CARE FOR HAWAII'S WOMEN AND CHILDREN THROUGH ACADEMICS, RESEARCH AND CLINICAL CARE. WORKING IN PARTNERSHIP WITH KAPI'OLANI MEDICAL CENTER FOR WOMEN & CHILDREN, THE GROUP'S MISSION IS CARING FOR THE COMMUNITY THROUGH MEDICAL AND ACADEMIC EXCELLENCE.
PROGRAM SERVICE ACTIVITY
FORM 990, PART III, LINE 4A
KAPI'OLANI MEDICAL SPECIALISTS HAS OVER 100 PEDIATRIC SPECIALISTS AND SUB-SPECIALISTS IN PEDIATRIC INTENSIVE CARE, PEDIATRIC EMERGENCY MEDICINE, NEONATOLOGY, PEDIATRIC RHEUMATOLOGY, PSYCHIATRY/COUNSELING, BEHAVIORAL HEALTH SERVICES, MEDICAL GENETICS, GYNECOLOGY-ONCOLOGY, PEDIATRIC HEMATOLOGY-ONCOLOGY, RESEARCH, PEDIATRIC HOSPITALISTS, ADULT HOSPITALISTS (INTERNAL MEDICINE), PEDIATRIC SURGERY, PEDIATRIC UROLOGY, PEDIATRIC ORTHOPEDICS AND SPORTS MEDICINE, PEDIATRIC GASTROENTEROLOGY, PEDIATRIC SEDATION, PEDIATRIC NEPHROLOGY, NEUROSURGERY, OTOLARYNGOLOGY, ADOLESCENT MEDICINE, AND PALLIATIVE CARE. IN FISCAL YEAR 2013, KAPI'OLANI MEDICAL SPECIALISTS HAD 80,404 PATIENT VISITS. KAPI'OLANI MEDICAL SPECIALISTS ALLIES WITH THE UNIVERSITY OF HAWAII JOHN A. BURNS SCHOOL OF MEDICINE, IN ADHERENCE TO ITS CORE VALUES OF WORLD-CLASS HEALTH CARE, PHYSICIAN TRAINING, AND MEDICAL RESEARCH. THIS PARTNERSHIP PROVIDES A UNIQUE ACADEMIC AFFILIATION FOR HAWAI'I PACIFIC HEALTH AND FURTHERS ITS COMMITMENT TO EFFECTIVE HEALTH CARE THROUGH MEDICAL RESEARCH AND BY TRAINING TOMORROW'S HEALTH CARE PROVIDERS. KAPI'OLANI MEDICAL SPECIALISTS HAS DEVELOPED A VARIETY OF WAYS TO IDENTIFY AND MEET THE UNIQUE HEALTH CARE NEEDS OF HAWAII'S WOMEN AND CHILDREN. KAPI'OLANI MEDICAL SPECIALISTS RECRUITS PHYSICIANS FROM THROUGHOUT THE NATION WHO DESIRE EMPLOYMENT IN A GROUP PRACTICE SETTING WITH HAWAII'S LEADING PEDIATRIC HOSPITAL, ESPECIALLY SUB-SPECIALISTS IN SHORT SUPPLY, YET HIGH DEMAND. KAPI'OLANI MEDICAL SPECIALISTS DOCTORS PROVIDE ESSENTIAL SERVICES AT OTHER HOSPITALS IN THE STATE OF HAWAI'I, IE. NEONATAL SERVICES AT QUEENS MEDICAL CENTER, CLINICS AT TRIPLER ARMY MEDICAL CENTER, AND SPECIALTY SERVICES AT KAISER PEMANENTE LOCATIONS. ADDITIONALLY, THEY PROVIDE PATIENT CARE AT OUTREACH CLINICS AND COMMUNITY HEALTH CENTERS THROUGHOUT HAWAII, PROMOTE LESSER-KNOWN SERVICES TO PATIENTS WITH SPECIAL NEEDS, PROVIDE HEALTH EDUCATION ON THE NEIGHBOR ISLANDS AND HEALTH CARE TRAINING TO THE COMMUNITY AND OTHER PROVIDERS, AND SERVE AS MEDICAL DIRECTORS ON VARIOUS COMMUNITY BOARDS. CARING FOR THE UNDERSERVED, A LONG-STANDING TRADITION OF ACADEMIC MEDICAL CENTERS THROUGHOUT THE NATION, CONTINUES TO BE A MAJOR FOCUS OF KAPI'OLANI MEDICAL SPECIALISTS. IN FISCAL YEAR 2013, THE GROUP PROVIDED $5,627,458 IN MEDICAL CARE TO PATIENTS WHO WERE UNINSURED OR UNABLE TO PAY FOR THEIR CARE.
MEMBERS/STOCKHOLDERS AND THEIR RIGHTS
FORM 990, PART VI, LINE 6
HAWAI'I PACIFIC HEALTH IS THE SOLE MEMBER WHO HAS THE RIGHT TO PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE WITH THE RIGHT TO APPROVE CERTAIN DECISIONS OF THE GOVERNING BODY.
DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS
FORM 990, PART VI, LINE 7B
HAWAI'I PACIFIC HEALTH, AS MEMBER, HAS THE FOLLOWING RESERVED POWERS: (I) NOMINATE CANDIDATES TO THE BOARD FOR THE FOLLOWING POSITIONS: THE CHIEF MEDICAL OFFICER, DIRECTOR OF OPERATIONS, TREASURER, SECRETARY, EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER, OTHER EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, ASST. SECRETARIES, AND ALL VICE PRESIDENTS EXCEPT THE OPERATING UNIT VICE PRESIDENTS, AS SUCH TERMS ARE DEFINED IN THESE BYLAWS; (II) DELEGATE MANAGEMENT AUTHORITIES FROM THE BOARD TO OFFICERS OR COMMITTEES OF THE CORPORATION ("CORP") IN ACCORDANCE WITH A DELEGATED AUTHORITIES MATRIX ADOPTED BY THE MEMBER BOARD; (III) AMEND THESE BYLAWS; (IV) THE CORP'S PARTICIPATION IN ALL LONG TERM FINANCING TRANSACTIONS WHICH ARE IN EXCESS OF 1 YEAR AND/OR FOR $1,000,000 OR MORE; (V) SELECT BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES TO WHICH THE CORP'S FUNDS SHALL BE DEPOSITED; (VI) DIRECT, MANAGE AND CONTROL THE CUSTODY, THE ADVISORY SERVICE AND ASSET MANAGEMENT OF THE FINANCIAL ASSETS OF THE CORP; (VII) EFFECT INTER-CORPORATE TRANSFERS BY AND BETWEEN THE CORP AND ANY AFFILIATE; (VIII) DEVELOP AND IMPLEMENT THE GENERAL POLICIES REGARDING THE CORP'S PHYSICIAN AND EXECUTIVE COMPENSATION AND BENEFIT PLANS; (IX) FORM A NEW CORP, LIMITED LIABILITY COMPANY, OR PARTNERSHIP OR OTHER ORGANIZATION THAT IS OWNED SOLELY BY THE CORP; (X) EXCEPT AS PROVIDED IN SECTION 3.2(C) OF THE BYLAWS OR AS REQUIRED BY THE LAWS OF THE STATE OF HAWAII, SELL, LEASE OR OTHERWISE TRANSFER 50% OR MORE OF THE THEN CURRENT AMOUNT, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE TOTAL ASSETS HELD BY THE CORP; (XI) EXCEPT AS PROVIDED IN SECTION 3.2(C) OF THE BYLAWS OR AS REQUIRED BY THE LAWS OF THE STATE OF HAWAII, SELL, LEASE OR TRANSFER OF OPERATIONS OR ACTIVITIES OF THE CORP WHICH GENERATE 50% OR MORE OF THE TOTAL NET REVENUES, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE CORP DURING THE PRIOR FISCAL YEAR; (XII) CLOSE THE CLINICAL FACILITIES OWNED AND OPERATED BY THE CORP; PROVIDED THAT AFTER THE EFFECTIVE DATE OF THESE BYLAWS, ANY ELIMINATION OF A CLINICAL SERVICE PROVIDED BY THE CORP MUST ALSO BE APPROVED BY THE BOARD; (XIII) CONVERT THE CLINICAL FACILITIES OWNED AND OPERATED BY THE CORP INTO A FACILITY NO LONGER OFFERING MEDICAL SERVICES; PROVIDED THAT AFTER THE EFFECTIVE DATE OF THESE BYLAWS, ANY ELIMINATION OF A CLINICAL SERVICE PROVIDED BY THE CORP MUST ALSO BE APPROVED BY THE BOARD; (XIV) AFTER CONSULTING WITH THE BOARD, REMOVE THE CHIEF MEDICAL OFFICER, DIRECTOR OF OPERATIONS, EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER, TREASURER, SECRETARY, OTHER EXECUTIVE VICE PRESIDENT, SENIOR VICE PRESIDENTS, ASST SECRETARIES, AND ALL VICE PRESIDENTS EXCEPT THE OPERATING UNIT VICE PRESIDENTS; PROVIDED, HOWEVER, THAT TO REMOVE OR TERMINATE THE CHIEF MEDICAL OFFICER WILL REQUIRE THE CHIEF MEDICAL OFFICER OF THE MEMBER TO FULLY COLLABORATE AND CONSULT WITH THE BOARD AND SEEK THE BOARD'S ADVANCE CONSENT FOR SUCH REMOVAL OR TERMINATION. IF THE BOARD DOES NOT CONCUR WITH THE PROPOSED REMOVAL OR TERMINATION OF THE CHIEF MEDICAL OFFICER, SUCH REMOVAL OR TERMINATION WILL REQUIRE THE APPROVAL OF A MAJORITY OF THE MEMBERS ON THE MEMBER BOARD; (XV) AFTER CONSULTING WITH THE BOARD, DEVELOP AND PROMULGATE THE CORP GOALS AND THE LONG RANGE AND STRATEGIC PLANS OF THE CORP; AND (XVI) AFTER CONSULTING WITH THE BOARD, DEVELOP AND IMPLEMENT THE ANNUAL CAPITAL, OPERATING, AND CASH FLOW BUDGETS. IN ADDITION, DECISIONS OF THE GOVERNING BODY REQUIRING THE APPROVAL OF HAWAI'I PACIFIC HEALTH, AS MEMBER, INCLUDE: (I) ADD ANY DIRECTOR TO THE BOARD; (II) REMOVE ANY DIRECTOR FROM THE BOARD; (III) AMEND THE ARTICLES; (IV) ENTER INTO ANY UNBUDGETED CONTRACTS ON BEHALF OF THE CORPORATION WHICH REQUIRE ANNUAL PAYMENTS ON BEHALF OF THE CORP EXCEEDING $1,000,000 IN VALUE; (V) ACQUIRE ASSETS WORTH OVER $1,000,000; (VI) AQUIRE SHARES IN ANOTHER CORP; (VII) SELL, LEASE OR OTHERWISE TRANSFER 50% OR MORE OF THE THEN CURRENT AMOUNT, AS REPORTED UNDER THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE TOTAL ASSETS HELD BY THE CORP; (VIII) SELL, LEASE, EXCHANGE OR DISPOSE OF 50% OR MORE OF THE PROPERTY AND ASSETS HELD BY THE CORPORATION; (IX) SELL, LEASE OR TRANSFER OF OPERATIONS OR ACTIVITIES OF THE CORPORATION WHICH GENERATE 50% OR MORE OF THE TOTAL NET REVENUES, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE CORPORATION DURING THE PRIOR FISCAL YEAR; (X) MERGE THE CORP WITH ANY ENTITY; (XI) DISSOLVE OR LIQUIDATE THE CORP; (XII) ISSUE THE CORP'S MEMBERSHIP TO ANY OTHER THAN THE MEMBER; (XIII) FORM A JOINT VENTURE OR OTHER BUSINESS RELATIONASHIP (OTHER THAN THE ORDINARY COURSE OF BUSINESS CONTRACTS) BETWEEN THE CORP AND ANY PERSON OR ENTITY; AND (XIV) DEVELOP A NEW LINE OF BUSINESS.
REVIEW OF THE 990S BY THE ORGANIZATION'S GOVERNING BODY
FORM 990, PART VI, LINE 11B
VARIOUS SCHEDULES OF THE 990S ARE PREPARED PRIMARILY BY STAFF WITHIN THE ACCOUNTING AREA OF THE ORGANIZATION WORKING WITH VARIOUS OTHER AREAS OF THE ORGANIZATION SUCH AS MANAGEMENT OF THE OPERATING UNITS, HR, LEGAL, ETC. DISCLOSURE NARRATIVES ARE WRITTEN AND COMPILED INTERNALLY BASED ON INPUT AND DISCUSSION WITH FINANCIAL ANALYSTS AND THE CHIEF OPERATING OFFICER / EXECUTIVE DIRECTOR OF THE REPORTING ENTITY. THE CHIEF OPERATING OFFICER / EXECUTIVE DIRECTOR OF EACH REPORTING ENTITY REVIEWS AND APPROVES THE DISCLOSURE NARRATIVES WHICH DESCRIBES THE MISSION / PURPOSE AND PROGRAM ACCOMPLISHMENTS OF THEIR ORGANIZATION. SENIOR MANAGEMENT OF THE HEALTH CARE SYTEM REVIEWS THE 990S OF EACH FILLING ORGANIZATION WITHIN THE HEALTH CARE SYSTEM. ONCE SENIOR MANAGEMENT HAS COMPLETED ITS REVIEW, THE 990S ARE THEN PROVIDED TO THE GOVERNANCE AND NOMINATING COMMITTEE OF THE HEALTH CARE SYSTEM'S BOARD OF DIRECTORS FOR THEIR REVIEW. THE GOVERNANCE AND NOMINATING COMMITTEE OF THE PARENT'S ENTITY (HAWAI'I PACIFIC HEALTH "HPH") BOARD PROVIDES OVERSIGHT FOR THE 990 REPORTING AND REVIEWS THE 990S FOR EACH ENTITY PRIOR TO FILING. IN ADDITION, THE 990S FOR EACH ENTITY ARE MADE AVAILABLE TO THE BOARD MEMBERS OF EACH SUBSIDIARY UNIT OF HPH AND THE HPH BOARD OF DIRECTORS THROUGH A BOARD MEMBER PORTAL FOR REVIEW PRIOR TO THE FILING OF THE 990. THE 990S WILL BE POSTED TO HPH'S WEB SITE FOR PUBLIC ACCESS AFTER THE FILING OF THE RETURNS WITH THE IRS.
DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST
FORM 990, PART VI, LINE 12C
ANNUALLY, EACH DIRECTOR, OFFICER, KEY EMPLOYEE AND MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: - RECEIVED A COPY OF THE CONFLICT OF INTEREST ("COI") POLICY; - HAS READ AND UNDERSTANDS THE POLICY; - AGREES TO COMPLY WITH THE POLICY; AND - UNDERSTANDS THAT THE ORGANIZATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION, THE ORGANIZATION MUST ENGAGE PRIMARILY IN ACTIVITES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. THE IN-HOUSE LEGAL DEPARTMENT DISTRIBUTES THE STATEMENT REQUEST AND REVIEWS THE COI STATEMENTS RETURNED. IDENTIFIED CONFLICTS OF INTEREST ARE PRESENTED TO THE BOARD FOR REVIEW, DELIBERATION AND CONFIRMATION / REFUTATION THAT A CONFLICT OF INTEREST EXISTS. IF A CONFLICT OF INTEREST HAS BEEN FOUND, THE INDIVIDUAL MAY ADDRESS THE BOARD AND EXPLAIN THE TRANSACTION OR ARRANGEMENT CAUSING THE CONFLICT. AFTER THE PRESENTATION, THE INDIVIDUAL IS EXCUSED FROM THE MEETING AND SHALL NOT PARTICIPATE WITH ANY DISCUSSION OR VOTE ON MATTERS PERTAINING TO THE TRANSACTION OR ARRANGEMENT. IN MEETINGS WHERE APPLICATION OF THE COI POLICY OCCURS, THE MEETING MINUTES INCLUDE NATURE OF THE FINANCIAL INTEREST / CONFLICT, NAME(S) OF THE PERSON(S) WITH THE POTENTIAL OR ACTUAL CONFLICT, ANY ACTION TAKEN TO ASSIST IN THE DETERMINATION OF WHETHER A CONFLICT EXISTED, INCLUDING ANY DISCUSSION OF ALTERNATIVE ARRANGEMENTS, THE BOARD'S DECISION(S) REGARDING THE CONFLICT AND NAMES OF PERSON PRESENT IN THE DISCUSSION AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT.
OFFICES & POSITIONS FOR WHICH PROCESS WAS USED & YEAR PROCESS WAS LAST
COMPLETED
FORM 990, PART VI, LINE 15B THE CEO OF THE ORGANIZATION IS NOT COMPENSATED BY THE FILING ORGANIZATION, BUT RATHER BY THE TAX-EXEMPT, HAWAI'I PACIFIC HEALTH ("HPH"). FOLLOWING IS THE PROCESS THAT THE PARENT ORGANIZATION UNDERTAKES TO APPROVE THE CEO'S COMPENSATION. COMPENSATION FOR HPH EXECUTIVES (VP AND ABOVE) IS SET BY THE INDEPENDENT BOARD MEMBERS WHO ARE MEMBERS OF THE HPH COMPENSATION COMMITTEE. ON AN ANNUAL BASIS THE HPH BOARD CHAIRPERSON (WHO IS INDEPENDENT) SELECTS A NEUTRAL THIRD PARTY EXECUTIVE COMPENSATION CONSULTANT TO REVIEW THE EXECUTIVE'S COMPENSATION AND BENEFITS. THE CONSULTANT PROVIDES A WRITTEN REPORT TO THE COMPENSATION COMMITTEE AT ITS ANNUAL MEETING. INCLUDED IN THE REPORT IS MARKET BASED DATA FROM LIKE ORGANIZATIONS. THE COMPENSATION COMMITTEE MAKES FINAL DECISIONS REGARDING COMPENSATION AND BENEFITS AT THE MEETING AFTER REVIEW AND DISCUSSION OF THE CONSULTANT'S REPORT. COMMUNITY BASED DIRECTORS OF THE ORGANIZATION ARE NOT COMPENSATED. CERTAIN EMPLOYED PHYSICIANS MAY BE OFFICERS OR AN IDENTIFIED KEY EMPLOYEE OF THE REPORTING OR RELATED ORGANIZATION. PHYSICIAN COMPENSATION IS ALSO HANDLED IN THE SAME MANNER AS EXECUTIVE COMPENSATION, WITH THE HPH COMPENSATION COMMITTEE RECEIVING A REPORT FROM A NEUTRAL CONSULTANT AND FOLLOWING THE SAME PROCESS AS DESCRIBED ABOVE ON AN ANNUAL BASIS. THIS PROCESS WAS LAST COMPLETED ON MARCH 5, 2013 TO REVIEW PHYSICIAN COMPENSATION AND ON AUGUST 7, 2013 TO REVIEW EXECUTIVE COMPENSATION.
DISCLOSURE OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FINANCIAL STMTS
FORM 990, PART VI, LINE 19
THE CONFLICT OF INTEREST POLICY AND STANDARDS OF CONDUCT ARE AVAILABLE ON THE HAWAI'I PACIFIC HEALTH WEBSITE. THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE VIA THE HAWAI'I PACIFIC HEALTH WEBSITE.
OTHER CHANGES IN NET ASSETS OR FUND BALANCES
FORM 990, PART XI, LINE 5
$6,393,284 - EQUITY TRANSFER WITH HPH $ (334) - FAS 117 RECLASS ----------- $6,392,950 - TOTAL
DESCRIPTION OF OTHER ON STMT OF FUNCTIONAL EXPENSES