2022-05-12T15:30:16-05:00 2021-06-30 ERNST & YOUNG US LLP 4365 EXECUTIVE DR STE 1600 SAN DIEGO CA 92121 990 2020-07-01 990322406 Kapi'olani Medical Specialists % JESSICA LI KAPI 8089838986 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 CARRIE ANN TSUTSUI VP AND CONTROLLER 8089838986 2022-05-10 true CARRIE ANN TSUTSUI 999009999 JOCELYNE C MILLER P00634378 8585357200 2022-05-09 2 2020 2022-09-23 18:48:47Z HAWAI'I PACIFIC HEALTH MEDICAL GROUP LESLIE CHUN MD CEO 1100 WARD STREET STE 1130 HONOLULU HI 96814 297683089 false X WWW.HAWAIIPACIFICHEALTH.ORG X 1995 HI SEE SCHEDULE O 9 5 853 5 0 0 3593511 4973962 142645267 292692717 6979 16410 0 0 146245757 297683089 0 1000 0 0 126194493 217941170 0 0 0 86851308 169734772 213045801 387676942 -66800044 -89993853 50715377 66271257 55466019 69591766 -4750642 -3320509 X SEE SCHEDULE O false false 371667466 1000 292692717 SEE SCHEDULE O 371667466 true false false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false true false false false false false false true true true false false true X 0 0 853 true false false false false false false false false false false false false X 9 5 false false false false true true true true true false false true true true true true true false true false CA HI X X JESSICA LI 8085357434 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 X RAYMOND P VARA JR BOARD OF DIRECTOR & PRESIDENT 0.2 61.9 X X 0 2201810 2584503 CASS NAKASONE MD Physician 40.0 0.0 X 1586527 0 32931 DAVID OKABE EVP, CFO & Treasurer 3.0 47.0 X 0 946332 377896 MARTHA SMITH Former Officer 2.0 58.0 X 0 876739 308071 GREGORY CHOW MD Physician 40.0 0.0 X 1105058 0 32045 ARTHUR GLADSTONE EVP & CSO 0.1 55.7 X 0 816310 309387 CHARLES R CHING EVP, GEN. COUNSEL & SECRETARY 0.5 39.5 X 0 770901 282179 GAIL LERCH Former Officer 38.5 12.5 X 0 742339 304514 STEVEN ROBERTSON EVP & CIO 10.0 43.0 X 0 746792 292161 DANIEL JUDD MD Physician 40.0 0.0 X 1014071 0 24755 KENNETH LEE MD Physician 40.0 0.0 X 990679 0 16582 MELINDA ASHTON MD EVP & CQO 0.1 49.2 X 0 720839 248689 MARK GERBER MD Physician 40.0 0.0 X 941071 0 18715 LESLIE CHUN MD CHIEF EXECUTIVE OFFICER 45.0 15.0 X 0 664477 114056 PATRICK O'DONNELL MD Board of Director 40.1 0.0 X 647645 0 36969 DAVID CHO MD Board of Director 40.1 0.0 X 623988 0 33672 GERARD LIVAUDAIS MD EVP 0.0 50.0 X 0 523145 123914 DOUGLAS KWOCK MD VP 1.0 39.0 X 0 492064 95971 KENNETH B ROBBINS MD Former Officer 20.5 34.5 X 0 346070 180365 DAWN DUNBAR SVP 0.1 44.9 X 0 393438 104947 WARREN CHAIKO SVP 10.0 30.0 X 0 375732 110606 SUSAN MASUMOTO-NONAKA VP 0.1 39.9 X 0 364629 81441 BRANDT FARIAS SVP/Chief Mktg. Offr. 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PTNRS. 1403050 OTHER RECEIVABLES 1279706 DUE FROM KMCWC 706042 DUE FROM PALI MOMI MED. CTR. 648240 DUE FROM WILCOX MEMORIAL HOSP. 218128 DUE FROM HPHRI 79346 DUE FROM PROVIDERS INS. CORP. 68508 DUE FROM STRAUB FOUNDATION 40414 49531616 0 457B LIABILITY 28787221 DUE TO HAWAI'I PACIFIC HEALTH 6562129 LONG-TERM OPERATING LEASE LIABILITY 5470550 SHORT-TERM OPERATING LEASE 1040746 DEFERRED PAYROLL TAX LIABILITY 855843 DUE TO CMS COVID PAYMENT 85444 DUE TO KAPI'OLANI HEALTH FOUNDATION 35336 DUE TO HONOLULU SURGERY CENTER 26008 DEFERRED TENANT IMPROVE ALLOW LESSEE 8855 CAPITAL ACCUMULATION LIABILITY 4631 ESCHEAT LIABILTY 920 DUE TO PALI MOMI FOUNDATION 100 DUE TO WILCOX HEALTH FOUNDATION 12 42877795 X SCHEDULE D, PART X, LINE 2 UNCERTAIN TAX POSITIONS AUDITED FINANCIAL STATEMENT FOOTNOTE THE COMPANY HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. THE COMPANY'S 2017 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2016 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH THE COMPANY OPERATES. false true false false false false false false false RAYMOND P VARA JR BOARD OF DIRECTOR & PRESIDENT 0 1110173 0 372487 0 719150 0 2558309 0 26194 0 4786313 0 593274 CASS NAKASONE MD Physician 1294572 0 372 0 291583 0 11400 0 21531 0 1619458 0 0 0 DAVID OKABE EVP, CFO & Treasurer 0 553990 0 132543 0 259799 0 362800 0 15096 0 1324228 0 224487 MARTHA SMITH Former Officer 0 564852 0 138435 0 173452 0 292175 0 15896 0 1184810 0 182195 GREGORY CHOW MD Physician 1018091 0 1488 0 85479 0 11400 0 20645 0 1137103 0 0 0 ARTHUR GLADSTONE EVP & CSO 0 516857 0 128098 0 171355 0 285469 0 23918 0 1125697 0 195252 CHARLES R CHING EVP, GEN. COUNSEL & SECRETARY 0 436925 0 104835 0 229141 0 262171 0 20008 0 1053080 0 164297 GAIL LERCH Former Officer 0 448776 0 107316 0 186247 0 294796 0 9718 0 1046853 0 176006 STEVEN ROBERTSON EVP & CIO 0 450338 0 108006 0 188448 0 276365 0 15796 0 1038953 0 172460 DANIEL JUDD MD Physician 959294 0 372 0 54405 0 2850 0 21905 0 1038826 0 0 0 KENNETH LEE MD Physician 972349 0 0 0 18330 0 11400 0 5182 0 1007261 0 0 0 MELINDA ASHTON MD EVP & CQO 0 467643 0 111972 0 141224 0 233089 0 15600 0 969528 0 169135 MARK GERBER MD Physician 890092 0 744 0 50235 0 11400 0 7315 0 959786 0 0 0 LESLIE CHUN MD CHIEF EXECUTIVE OFFICER 0 532633 0 83827 0 48017 0 90427 0 23629 0 778533 0 0 PATRICK O'DONNELL MD Board of Director 628175 0 744 0 18726 0 11400 0 25569 0 684614 0 0 0 DAVID CHO MD Board of Director 595629 0 7474 0 20885 0 11400 0 22272 0 657660 0 0 0 GERARD LIVAUDAIS MD EVP 0 410238 0 78825 0 34082 0 108525 0 15389 0 647059 0 71310 DOUGLAS KWOCK MD VP 0 407043 0 48037 0 36984 0 73862 0 22109 0 588035 0 45958 KENNETH B ROBBINS MD Former Officer 0 255484 0 0 0 90586 0 165414 0 14951 0 526435 0 219481 DAWN DUNBAR SVP 0 299741 0 57822 0 35875 0 81124 0 23823 0 498385 0 65358 WARREN CHAIKO SVP 0 268426 0 52369 0 54937 0 84038 0 26568 0 486338 0 59768 SUSAN MASUMOTO-NONAKA VP 0 278475 0 39915 0 46239 0 71170 0 10271 0 446070 0 45567 BRANDT FARIAS SVP/Chief Mktg. Offr. (pt yr) 0 249279 0 47553 0 30552 0 76212 0 9732 0 413328 0 50819 MICHAEL ROBINSON VP 0 266844 0 38177 0 22458 0 64458 0 9732 0 401669 0 44010 JAMES LIN MD VP 26603 235544 0 18953 930 31194 2275 39945 2015 21768 31823 347404 0 0 ANNE DEMPSEY MD Board of Director 311420 0 952 0 26290 0 11400 0 13083 0 363145 0 0 0 EARL INOUYE Former Officer 0 201366 0 40705 0 43074 0 67586 0 1944 0 354675 0 46925 DAVID STUMBAUGH VP 0 217152 0 31699 0 17488 0 56827 0 22589 0 345755 0 34835 LORRIE-ANN LUKE VP 0 211025 0 30832 0 17998 0 57735 0 25176 0 342766 0 34527 WILLIAM BURKE VP 0 237450 0 16427 0 23154 0 43960 0 16671 0 337662 0 0 SUNSHINE TOPPING SVP 0 261580 0 0 0 27699 0 0 0 21615 0 310894 0 0 KENNETH T NAKAMURA MD Former Officer 81445 83807 21281 0 44913 39994 4151 8913 6400 6476 158190 139190 0 22303 CARRIE ANN TSUTSUI VP & Controller 0 195857 0 17756 0 17265 0 41055 0 12358 0 284291 0 0 TERENCE YOUNG VP 0 183457 0 11901 0 30429 0 28055 0 9132 0 262974 0 0 KATIE SHIGEMITSU Compliance Officer 0 221265 0 0 0 3421 0 23435 0 14690 0 262811 0 0 JENNIFER JONES VP 73212 88368 0 11973 229 15724 6432 21381 13899 12184 93772 149630 0 0 ALAN ITO Information Security Officer 0 185591 0 13070 0 1612 0 21083 0 14293 0 235649 0 0 JESSICA LEWIS Assistant Corporate Secretary 0 170876 0 0 0 0 0 15118 0 25286 0 211280 0 0 DAVID FOX Privacy Officer (part year) 0 160526 0 0 0 3089 0 16325 0 15781 0 195721 0 0 FORM 990, SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER IS PAID BY ITS TAX EXEMPT PARENT, HAWAI'I PACIFIC HEALTH ('HPH'), AND IS DISCLOSED AS A PERSON PAID BY A RELATED ORGANIZATION. SEE SCHEDULE O, FORM 990 PART VI, SECTION B, LINE 15A FOR THE PROCESS USED BY HPH TO DETERMINE COMPENSATION. FORM 990, SCHEDULE J, PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN THE RESTORATION PLAN WAS DESIGNED TO RESTORE BENEFITS THAT ARE LOST DUE TO LIMITS IMPOSED BY SECTIONS 401 AND 415 OF THE INTERNAL REVENUE CODE ON COMPENSATION CONSIDERED UNDER SUCH PLANS. AMOUNT PAID OUT DURING THE YEAR BY RELATED ORGANIZATIONS: RAYMOND P. VARA JR. - $443,030 DAVID OKABE - $156,411 GAIL LERCH - $113,397 STEVEN ROBERTSON - $100,707 KENNETH B. ROBBINS, M.D. - $91,556 CHARLES R. CHING - $84,461 ARTHUR GLADSTONE - $77,843 MARTHA SMITH - $74,608 MELINDA ASHTON, M.D. - $61,798 ANNUAL INCENTIVE PLAN THE ANNUAL INCENTIVE PLANS ARE AFFORDED TO EXECUTIVES BASED ON ANNUAL SYSTEM GOALS THAT ARE NOT BASED ON A PERCENTAGE OF NET EARNINGS. AMOUNT PAID OUT DURING THE YEAR BY RELATED ORGANIZATIONS: RAYMOND P. VARA JR. - $372,488 DAVID OKABE - $132,543 GAIL LERCH - $107,316 STEVEN ROBERTSON - $108,006 CHARLES R. CHING - $104,835 ARTHUR GLADSTONE - $128,098 MARTHA SMITH - $138,435 MELINDA ASHTON, M.D. - $111,972 LESLIE CHUN, M.D. - $83,827 GERARD LIVAUDAIS, M.D. - $78,824 DAWN DUNBAR - $57,822 WARREN CHAIKO - $52,368 DOUGLAS KWOCK, M.D. - $48,037 BRANDT FARIAS - $47,553 EARL INOUYE - $40,705 SUSAN NONAKA - $39,915 MICHAEL ROBINSON - $38,177 DAVID STUMBAUGH - $31,700 LORRIE-ANN LUKE - $30,832 JAMES LIN, M.D. - $18,581 CARRIE ANN TSUTSUI - $17,756 WILLIAM BURKE - $16,427 JENNIFER JONES - $11,973 TERENCE YOUNG - $11,901 Retention incentive plan The retention incentive plan was designed to encourage continued interest in the success of the organization and provide competitive retirement benefits. The sole plan participant is Hawai'i Pacific health's chief executive officer, Raymond P. Vara Jr. The plan does not replace the annual and long-term incentive plan nor the serp restoration plan. Amounts paid out during the year by a related organization: Raymond P. Vara JR - $1,015,000 JANNY CHEN MD SEE PART V 202264 PHYSICIAN COMPENSATION false Susan Lin MD SEE PART V 259318 PHYSICIAN COMPENSATION false FORM 990, SCHEDULE L, PART IV, COLUMN B JANNY CHEN, M.D. IS A FAMILY MEMBER OF DAVID CHO, M.D., A CURRENT MEMBER OF THE BOARD OF DIRECTORS. SUSAN LIN, M.D. IS A FAMILY MEMBER OF LESLIE CHUN, M.D., CHIEF EXECUTIVE OFFICER. FORM 990, PART I, LINE 1 MISSION STATEMENT KAPI'OLANI MEDICAL SPECIALISTS, AN AFFILIATE OF HAWAI'I PACIFIC HEALTH, IS A PROVIDER GROUP THAT SERVES HAWAII PACIFIC HEALTH THROUGH ACADEMICS, RESEARCH AND CLINICAL CARE, IN PARTNERSHIP WITH KAPI'OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN, PALI MOMI MEDICAL CENTER, STRAUB MEDICAL CENTER, AND WILCOX HEALTH. FORM 990, PART III, LINE 1 MISSION STATEMENT KAPI'OLANI MEDICAL SPECIALISTS (DBA HAWAI'I PACIFIC HEALTH MEDICAL GROUP) IS A MULTI-SPECIALTY PROVIDER GROUP DEDICATED TO PROVIDING WORLD-CLASS CARE FOR HAWAI'I'S ADULTS AND CHILDREN THROUGH ACADEMICS, RESEARCH AND CLINICAL CARE. WORKING IN PARTNERSHIP WITH KAPI'OLANI MEDICAL CENTER FOR WOMEN & CHILDREN, PALI MOMI MEDICAL CENTER, STRAUB MEDICAL CENTER, AND WILCOX HEALTH, THE GROUP'S MISSION IS TO CREATE A HEALTHIER HAWAI'I. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS KAPI'OLANI MEDICAL SPECIALISTS (DBA HAWAI'I PACIFIC HEALTH MEDICAL GROUP) HAS OVER 667 EMPLOYED FTE PROVIDERS AND IS ORGANIZED BY THE FOLLOWING SPECIALTIES: PRIMARY CARE, MEDICAL SUBSPECIALTIES, SURGERY, WOMEN'S HEALTH, HOSPITAL BASED MEDICINE, AND PEDIATRICS. IN FISCAL YEAR 2021, KAPI'OLANI MEDICAL SPECIALISTS (DBA HAWAI'I PACIFIC HEALTH MEDICAL GROUP) HAD 880,987 PATIENT ENCOUNTERS. KAPI'OLANI MEDICAL SPECIALISTS (DBA HAWAI'I PACIFIC HEALTH MEDICAL GROUP) ALLIES WITH THE UNIVERSITY OF HAWAI'I 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 (DBA HAWAI'I PACIFIC HEALTH MEDICAL GROUP) HAS DEVELOPED A VARIETY OF WAYS TO IDENTIFY AND MEET THE UNIQUE HEALTH CARE NEEDS OF HAWAI'I. KAPI'OLANI MEDICAL SPECIALISTS RECRUITS PHYSICIANS FROM THROUGHOUT THE NATION WHO DESIRE EMPLOYMENT IN A GROUP PRACTICE SETTING WITH HAWAI'I'S LEADING HEALTH CARE SYSTEM, ESPECIALLY SUB-SPECIALISTS IN SHORT SUPPLY, YET HIGH DEMAND. KAPI'OLANI MEDICAL SPECIALISTS PHYSICIANS PROVIDE ESSENTIAL SERVICES AT OTHER HOSPITALS IN THE STATE OF HAWAI'I, I.E., NEONATAL SERVICES AT THE QUEEN'S 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 HAWAI'I, 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 2021, THE GROUP PROVIDED $293 MILLION IN MEDICAL CARE TO PATIENTS IN NEED OF MEDICAL SERVICES. FORM 990,PART V, LINE 1A FORM 1096 REPORTING HAWAI'I PACIFIC HEALTH (HPH), THE ORGANIZATION'S TAX EXEMPT PARENT, PAYS ALL VENDORS. THEREFORE, HPH ISSUES FORMS 1099 UNDER ITS TAX ID. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS AND RIGHTS HAWAI'I PACIFIC HEALTH (HPH) 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. FORM 990, PART VI, SECTION A, LINE 7A DESCRIPTION OF CLASSES OF PERSON AND THE NATURE OF THEIR RIGHTS HAWAI'I PACIFIC HEALTH IS THE SOLE MEMBER AND HAS THE POWER TO ELECT MEMBERS OF THE GOVERNING BODY. HAWAI'I PACIFIC HEALTH, AS MEMBER, ALSO HAS THE POWER TO ELECT ONE OR MORE EX-OFFICIO VOTING MEMBERS OF THE GOVERNING BODY. FORM 990, PART VI, SECTIONA A, LINE 7B DESCRIPTION OF CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS 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 VP/CFO, OTHER EXCUTIVE VP'S, SENIOR VP, ASSISTANT SECRETARIES, AND ALL VP'S EXCEPT THE OPERATING UNIT VP'S, AS SUCH TERMS ARE DEFINED IN THESE BYLAWS; (II) DELEGATE MANAGEMENT AUTHORITIES FROM THE BOARD TO OFFICERS OR COMMITTEES OF THE CORPORATION IN ACCORDANCE WITH A DELEGATED AUTHORITIES MATRIX ADOPTED BY THE MEMBER BOARD; (III) AMEND THESE BYLAWS; (IV) THE CORPORATION'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 CORPORATION'S FUNDS SHALL BE DEPOSITED; (VI) DIRECT, MANAGE AND CONTROL THE CUSTODY, THE ADVISORY SERVICE AND ASSET MANAGEMENT OF THE FINANCIAL ASSETS OF THE CORPORATION; (VII) EFFECT INTER-CORPORATE TRANSFERS BY AND BETWEEN THE CORPORATION AND ANY AFFILIATE; (VIII) DEVELOP AND IMPLEMENT THE GENERAL POLICIES REGARDING THE CORPORATION'S PHYSICIAN AND EXECUTIVE COMPENSATION AND BENEFIT PLANS; (IX) FORM A NEW CORPORATION, LIMITED LIABILITY COMPANY, OR PARTNERSHIP OR OTHER ORGANIZATION THAT IS OWNED SOLELY BY THE CORPORATION; (X) EXCEPT AS PROVIDED IN SECTION 3.2(C) OF THE BYLAWS OR AS REQUIRED BY THE LAWS OF THE STATE OF HAWAI'I, 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 HAWAI'I, 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; (XII) CLOSE THE CLINICAL FACILITIES OWNED AND OPERATED BY THE CORPORATION; 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 CORPORATION 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 CORPORATION MUST ALSO BE APPROVED BY THE BOARD; (XIV) AFTER CONSULTING WITH THE BOARD, REMOVE THE CHIEF MEDICAL OFFICER, DIRECTOR OF OPERATIONS, EXECUTIVE VP/CFO, TREASURER, SECRETARY, OTHER EXECUTIVE VP'S, SENIOR VP'S, ASSISTANT SECRETARIES, AND ALL VP'S EXCEPT THE OPERATING UNIT VP'S; 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 CORPORATION GOALS AND THE LONG RANGE AND STRATEGIC PLANS OF THE CORPORATION; 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 CORPORATION EXCEEDING $1,000,000 IN VALUE; (V) ACQUIRE ASSETS WORTH OVER $1,000,000; (VI) AQUIRE SHARES IN ANOTHER CORPORATION; (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 CORPORATION; (VIII) SELL, LEASE, EXCHANGE OR DISPOSE OF 50 OR MORE OF THE THEN 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 CORPORATION WITH ANY ENTITY; (XI) DISSOLVE OR LIQUIDATE THE CORPORATION; (XII) ISSUE THE CORPORATION'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 CORPORATION AND ANY PERSON OR ENTITY; AND (XIV) DEVELOP A NEW LINE OF BUSINESS FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF THE FORM 990 BY THE ORGANIZATION'S GOVERNING BODY VARIOUS SCHEDULES OF THE FORM 990 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 FORM 990 OF EACH FILLING ORGANIZATION WITHIN THE HEALTH CARE SYSTEM. ONCE SENIOR MANAGEMENT HAS COMPLETED ITS REVIEW, THE FORMS 990 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 FORM 990 REPORTING AND REVIEWS THE FORM 990 FOR EACH ENTITY PRIOR TO FILING. IN ADDITION, THE FORM 990 FOR EACH ENTITY IS MADE AVAILABLE TO THE HPH BOARD OF DIRECTORS THROUGH A BOARD PORTAL FOR REVIEW PRIOR TO THE FILING OF THE FORM 990. COPIES OF THE FORMS 990 ARE MADE AVAILABLE TO THE BOARD MEMBERS OF EACH SUBSIDIARY UNIT OF HPH AND IS PHYSICALLY LOCATED AT EACH FACILITY'S SITE FOR THE BOARD MEMBER TO REVIEW PRIOR TO FILING. THE FORMS 990 WILL BE POSTED TO HPH'S WEBSITE FOR PUBLIC ACCESS AFTER THE FILING OF THE RETURNS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C monitoring and enforcement of conflict of interest policy 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: 1) RECEIVED A COPY OF THE CONFLICT OF INTEREST ('COI') POLICY; 2) HAS READ AND UNDERSTAND THE POLICY; 3) AGREES TO COMPLY WITH THE POLICY; 4) HAS DISCLOSED ANY CONFLICTS OR POTENTIAL CONFLICTS OR ECONOMIC INTERESTS AS REQUIRED; AND 5) 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. FORM 990, PART VI, SECTION B, LINES 15A & 15B PROCESS OF DETERMINING COMPENSATION THE TOP MANAGEMENT OFFICIALS OF THE ORGANIZATION ARE NOT COMPENSATED BY THE FILING ORGANIZATION, BUT RATHER BY THE TAX-EXEMPT PARENT, HAWAI'I PACIFIC HEALTH ("HPH"). FOLLOWING IS THE PROCESS THAT THE PARENT ORGANIZATION UNDERTAKES TO APPROVE THE TOP MANAGEMENT OFFICIAL'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 09, 2021 TO REVIEW PHYSICIAN COMPENSATION AND ON JULY 28, 2021 TO REVIEW EXECUTIVE COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 DISCLOSURE OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS DISCLOSURE OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS AND STANDARDS OF CONDUCT ARE AVAILABLE ON THE HAWAI'I PACIFIC HEALTH WEBSITE. THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC VIA THE HAWAI'I PACIFIC HEALTH WEBSITE. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS EQUITY TRANSFER WITH HPH $ 91,423,988 ROUNDING $ (2) -------------- TOTAL $ 91,423,986 HAWAI'I PACIFIC HEALTH 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246363 ADMIN. SVCS. HI 501(c)(3) 12C, III-FI NA false KAPI'OLANI HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246364 FUNDRAISING HI 501(c)(3) 7 HPH true KAPI'OLANI MED CTR FOR WOMEN & CHILDREN 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990177350 HOSPITAL HI 501(c)(3) 3 HPH true KAUA'I MEDICAL CLINIC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990326099 HOSPITAL HI 501(c)(3) 3 HPH true PALI MOMI FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 383840327 FUNDRAISING HI 501(c)(3) 7 HPH true PALI MOMI MEDICAL CENTER 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990274038 HOSPITAL HI 501(c)(3) 3 HPH true PROVIDERS INSURANCE COMPANY 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 710893000 INSURANCE HI 501(c)(3) 12B, II HPH true STRAUB CLINIC & HOSPITAL 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 912151670 HOSPITAL HI 501(c)(3) 3 HPH true STRAUB FOUNDATION 55 MERCHANT STREET 26TH FLOOR HONOLULU HI 96813 990109350 FUNDRAISING HI 501(c)(3) 7 HPH true WILCOX HEALTH FOUNDATION 3-3420 KUHIO HIGHWAY LIHUE HI 96766 990204242 FUNDRAISING HI 501(c)(3) 7 HPH true WILCOX MEMORIAL HOSPITAL 3-3420 KUHIO HIGHWAY LIHUE HI 96766 990074365 HOSPITAL HI 501(c)(3) 3 HPH true ASC PACIFIC VENTURES LLC 55 Merchant St 27th floor Honolulu HI 96813 270540034 AMBU. SURG. CTR. AL NA N/A HAWAI'I PACIFIC HEALTH PARTNERS INC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990318588 HOLDING COMPANY HI NA C CORP STRAUB PHARMACY INC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990145107 INACTIVE HI NA C CORP HICORD INC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990251496 INVESTMENT HI NA C CORP false false true false false false false false false false false false false false true true true true true KAPI'OLANI MED CTR FOR WOMEN & CHILDREN q 5750863 FMV KAPI'OLANI MED CTR FOR WOMEN & CHILDREN p 14873068 FMV PALI MOMI MEDICAL CENTER q 1135775 FMV PALI MOMI MEDICAL CENTER o 68423 FMV PALI MOMI MEDICAL CENTER p 7404978 FMV STRAUB CLINIC & HOSPITAL q 12459535 FMV STRAUB CLINIC & HOSPITAL o 98650 FMV STRAUB CLINIC & HOSPITAL p 97772923 FMV STRAUB CLINIC & HOSPITAL r 4339620 FMV WILCOX MEMORIAL HOSPITAL q 4303162 FMV WILCOX MEMORIAL HOSPITAL p 7493877 FMV KAUA'I MEDICAL CLINIC p 28525227 FMV PROVIDERS INSURANCE CORPORATION r 12867184 FMV SCHEDULE R, PART III RELATED ORG. TAXABLE AS PARTNERSHIP: ASC PACIFIC VENTURES, LLC EIN: 27-0540034 ADDRESS: 55 MERCHANT ST., 27TH FLOOR HONOLULU, HI 96813