Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, line 2 | James Connelly and Michelle Schreiber, M.D. are employees of Henry Ford Health System, and Nancy Schlichting is an officer and board member of the same organization. |
| Form 990, Part VI, Section A, line 6 | HAP is a nonprofit member corporation. The responsibility for the overall governance of the corporation is shared between the Member and the Board of Directors. HAP's sole member is Henry Ford Health System (HFHS), a 501(c)(3) corporation. The President and CEO of HFHS serves on the HAP Board of Directors. The President and CEO of HAP, who is also an employee of HFHS, serves on the HAP Board of Directors. |
| Form 990, Part VI, Section A, line 7a | The HAP Board of Directors is comprised of eighteen Directors. Two Directors are ex officio Directors: the CEO of the Member and the President and CEO of HAP (also an employee of the Member). Six Directors are elected by the subscribers of HAP. Ten Directors are appointed by the Member's Board of Trustees, one of whom is a Quality Officer from HFHS. As indicated below, the Henry Ford Health System may remove the President and CEO of HAP, and may remove any of the appointed Directors, with the input of the HAP Board of Directors. The Member approves the recommendations of the HAP Board of Directors regarding the appointment/removal of the HAP President and CEO, amendments to the articles of incorporation and by-laws, the budget, mergers and acquisitions, potential Directors. |
| Form 990, Part VI, Section A, line 7b | The Member has the following reserved powers under the HAP By-laws: A) Appoint Chairperson of the HAP Board of Directors. B) Adopt agreement of merger or consolidation, or approve sale, lease or exchange of Corporation's property and assets. C) Approve the transfer of assets to other organizations or individuals if sum exceeds 5% of Corporation's total assets. D) Admit person/entity as new Member or terminate Member's membership. E) Amend HAP By-laws. F) Appoint/remove President of Corporation. G) Dissolve Corporation or revoke dissolution of Corporation. H) Approve capital and operating budgets. |
| Form 990, Part VI, Section B, line 11 | The process the organization uses to review Form 990 prior to filing with the IRS: - Review of the entire return with the organization's chief financial officer, chief operating officer and chief executive officer. - Review of all compensation matters and disclosures with the compensation committee of the organization's board of trustees. - Review of the return with the HAP finance committee of the board of trustees. - Provide a copy of the return to the board of trustees. |
| Form 990, Part VI, Section B, line 12c | The process for regularly and consistently monitoring and enforcing compliance with the conflict of interest policy for all directors and officers: HAP has a robust compliance program. The program requires all directors and officers of HAP to complete a conflict of interest document. The documents are reviewed and maintained by the Compliance Officer. In addition, HAP is required to submit Board disclosure statements to the Michigan Office of Finance and Insurance Regulations. Thus, on an annual basis, all Directors, Officers, and key employees, and others subject to IRS Form 990 reporting are requested to complete the Conflict of Interest Questionnaire. In addition, they are provided a copy of the policy. The Compliance Officer tracks receipt of the Conflict of Interest Questionnaire and follows-up on any identified conflicts. All conflicts are reported to the HAP Board of Directors' Audit Committee, and the President and CEO for review and resolution. All Directors and Officers are required, under the policy, to report to the Compliance Officer any conflicts that may arise during the year. Violations of the Conflicts of Interest Policy - The board determines if the member has in fact failed to disclose an actual or possible conflict of interest and it shall take appropriate disciplinary and corrective action. |
| Form 990, Part VI, Section B, line 15 | Part VI Section B, Question 15a & b The Organization is an affiliate of Henry Ford Health System (HFHS) who has the responsibility to oversee the compensation practice of the Organization. HFHS has a compensation committee of the board of trustees consisting of all external trustees. They meet periodically throughout the year. They are charged with approval of the Organization's overall compensation and benefit programs as well as the specific review and approval of the compensation of certain employees including the CFO, all officers and key employees of the Organization. They directly engage an independent compensation advisor to assist with this process. The process includes evaluation of the individual's performance, utilization of compensation studies of similarly situated positions, as well as comparisons to compensation as reported by other health care organizations. The reasonableness of compensation is evaluated based upon these and other factors. The committee also reviews the compensation disclosure to be made on Form 990 in advance of filing. |
| Form 990, Part VI, Section C, line 19 | The process of making governing documents, conflict of interest policy and financial statements available to the public: HAP is committed to the idea of transparency. Therefore, HAP consistently and regularly discloses most information to our providers, consumers, and employer groups. HAP's governing documents and conflict of interest policy are available on the internet. HAP Bylaws, Articles of Incorporation, and financial statements are submitted to the Michigan Office of Financial and Insurance Regulations. They are available to the public through a Freedom of Information Act request to this agency. Also, financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in IRC Section 6104(d). In addition, HAP will provide its Form 990 to anyone who requests to view it or to receive a copy of the Form 990. The Form 990 is also available for viewing on the following website: www.guidestar.org |
| Form 990, Part XI, line 9: | HAP Pension Adjustment -714,816. Unrelated Income from Limited Liability Partnership Alliance Health & Life Insurance Co. Net Income -1,962,852. Midwest Health Plan, Inc. Net Income -10,511,145. Administration Systems Research Corporation Net Income 4,115,928. HAP Preferred Net Income 960,353. |
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