Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| 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 dba Henry Ford Health ("HF Health"), a 501(c)(3) corporation. The President and CEO of HF HEALTH serves on the HAP Board of Directors. The President and CEO of HAP, who is also an employee of HF HEALTH, serves on the HAP Board of Directors. |
| Form 990, Part VI, Section A, line 7a | The HAP Board of Directors is currently comprised of 16 Directors. Two Directors are ex officio Directors: CEO of the Member (HF HEALTH) and President of HAP (also an employee of the Member). All Directors are appointed by the Member's Board of Directors and include an HF HEALTH Appointed Enrollee Representative (an individual who represents the health maintenance organization's membership of HAP) and a HF HEALTH Appointed Physician Director (a member of the Henry Ford Medical Group, or credentialed within HF HEALTH). As indicated below, the Member may remove the HAP President and CEO and any of the Appointed Director, with or without cause. The Member approves recommendations of the HAP Board of Directors regarding the appointment/removal of the HAP President and CEO, amendments to the HAP articles of incorporation and bylaws, budget, mergers and acquisitions and potential Directors. |
| Form 990, Part VI, Section A, line 7b | The Member has the following reserved powers under the HAP Bylaws: 1)Appoint the Chairperson of the HAP Board of Directors. 2)Adopt an agreement of merger or consolidation, or approve the sale, lease or exchange of all or substantially all of HAP's property and assets. 3)Approve the transfer of assets to other organizations and individuals if such transfers in any fiscal year exceed five percent (5%) of the HAP's total assets. 4)Admit a person or entity as a new Member or terminate the membership of a Member. 5)Amend HAP's Articles of Incorporation or Bylaws upon approval by the HAP Board of Directors. 6)Appoint or remove the HAP President. 7)Dissolve or revoke the dissolution of HAP. 8)Approve HAP's capital and operating budgets. 9)Transfer assets of HAP, or to require HAP to transfer assets, to the Member or its assignee(s) or designee(s) upon demand, whether within or without the state of domicile of the Corporation, to the extent necessary to accomplish the Member's goals and objectives. |
| Form 990, Part VI, Section B, line 11b | 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 dba Henry Ford Health ("HF HEALTH") who has the responsibility to oversee the compensation practice of the Organization. HF HEALTH 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 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 6,681,327. Change in value of subsidiaries -40,931,683. |
| FORM 990, PART XII - LINE 2C | Health Alliance Plan of Michigan is included in the consolidated financial statements of Henry Ford Health. The governing body of HF HEALTH has delegated the oversight of the financial statements, including the choice of independent auditors, to its audit committee. |
| PART IV, LINE 12 | The Organization is an element of the external audit report obtained for the consolidated operations of Henry Ford Health. |
| FORM 990, PART VII | Average hours per week devoted to related organizations: Many executive employees of Henry Ford Health and affiliates provide services to multiple affiliated entities. Henry Ford Health and affiliates use estimates for reporting average hours per week in all sections of Form 990. Generally 60 hours are reported for the hours associated for the organization that the individual has principal responsibility for. Hours associated with other hospitals or affiliates are reported at between 1 to 5 hours per week. |
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