2018-10-25T13:09:33-05:00 2017-12-31 205325889 ACCUITY LLP 999 BISHOP STREET STE 1900 HONOLULU HI 96813 990 2017-01-01 990107971 HAWAII DENTAL SERVICE HAWA 8085211431 700 BISHOP STREET NO 700 HONOLULU HI 96813 MARK H YAMAKAWA PRESIDENT & CEO 8085211431 2018-10-18 1 KIM AT JONES P00940140 8085313400 72.253.96.98 2018-10-18 18:16:32 HS P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 C000E71B0E810C0CCC3D21634A5B677F6E7EE192 2017 2018-06-14 16:35:46Z MARK H YAMAKAWA 700 BISHOP ST 700 HONOLULU HI 96813 325817802 0 X WWW.HAWAIIDENTALSERVICE.COM X 1962 HI PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC (CONTINUED) FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. 15 8 114 0 623 0 0 0 217949195 227504635 4349429 6440945 441557 401961 222740181 234347541 4589817 4362009 186873849 197963833 9539131 9591747 0 0 0 7600106 7298560 208602903 219216149 14137278 15131392 214400676 240911420 22325870 21314203 192074806 219597217 X SEE SCHEDULE O. 0 0 211418200 4362009 225304635 HAWAII DENTAL SERVICE (HDS) OFFERS AND ADMINISTERS DENTAL CARE PROGRAMS TO SUBSCRIBER GROUPS AND INDIVIDUALS THROUGHOUT THE STATE OF HAWAII. THE TERMS OF THE AGREEMENTS GENERALLY PROVIDE THAT THE SUBSCRIBER GROUPS OR INDIVIDUALS PAY HDS A STIPULATED AMOUNT, INCLUDING AN ADMINISTRATIVE FEE, WHICH IS USED TO PAY FOR DENTAL BENEFITS AND EXPENSES OF ADMINISTERING THE DENTAL SERVICE CONTRACTS. IN ADDITION, HDS FUNDED $4,288,883 TO HDS FOUNDATION IN 2017 TO SUPPORT ORAL HEALTH INITIATIVES IN THE COMMUNITY AS WELL AS AN ADDITIONAL $73,126 IN GRANTS TO OTHER CHARITABLE ORGANIZATIONS. 1495198 2200000 MANAGING THE DENTAL BENEFITS OF ELIGIBLE BENEFICIARIES COVERED BY THE STATE OF HAWAII MEDICAID PROGRAM. 212913398 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 1 1 0 0 0 0 0 1 1 1 0 1 3795 0 1 114 1 1 1 0 0 0 0 0 0 0 0 0 X 15 8 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X CHERYL TAKITANI-SMITH 8085211431 700 BISHOP STREET SUITE 700 HONOLULU HI 96813 ALLISON TRAN DDS DIRECTOR (EFF 4/2017) 1.00 X 0 0 0 ANDREW CHAR DIRECTOR 1.00 X 0 0 0 CASEY Z TAMASHIRO DIRECTOR 1.00 1.00 X 0 0 0 CHARLES R SUGIYAMA DDS DIRECTOR 1.00 1.00 X 0 0 0 DAVID K TODANI DIRECTOR 1.00 X 0 0 0 JOHN BLACK DIRECTOR 1.00 X 0 0 0 JOHN I KOTAKE DIRECTOR (TERMED 4/2017) 0.00 X 0 0 0 MARTIN OISHI DDS DIRECTOR 1.00 X 0 0 0 MASON A SAVAGE DDS DIRECTOR 1.00 1.00 X 0 0 0 PATSY NANBU DIRECTOR 1.00 X 0 0 0 PAUL CHANG DIRECTOR 1.00 1.00 X 0 0 0 SHAKIL AHMED DIRECTOR 1.00 1.00 X 0 0 0 CHERYL TAKITANI-SMITH CFO 40.00 2.00 X 273609 0 118710 JON YOSHINO SECRETARY 1.00 X 0 0 0 KATHY FAY COO (RETIRED 5/2017) 40.00 2.00 X 143236 0 28717 MARK H YAMAKAWA PRESIDENT & CEO 40.00 2.00 X 522584 0 77426 SUSAN A LI CHAIR 1.00 X 0 0 0 SUZY HOLLINGER VICE CHAIR 1.00 X 0 0 0 THOMAS DELANEY COO 40.00 2.00 X 185645 0 70571 TRAVIS UMEMOTO TREASURER 1.00 X 0 0 0 CLESSON PANG DIRECTOR OF UNDERWRITING 40.00 X 167964 0 36384 CHAD YANO DIRECTOR OF INFO SYSTEM 40.00 X 134432 0 47376 GWYN HIRASA DIRECTOR OF DENTAL OPERATIONS 40.00 X 131342 0 35906 MINNA MARI LEHTI DIRECTOR OF COMPLIANCE 40.00 X 142953 0 29646 ROBERT SHERMAN DENTAL DIRECTOR 40.00 X 179714 0 78181 ROQUE ARANADOR DIRECTOR OF INFORMATION TECH 40.00 X 144484 0 53328 2025963 0 576245 16 0 1 0 COMMUNITY CASE MANAGEMENT 91-1360 KARAYAN STREET EWA BEACH HI 96706 CARE COORDINATION 1000000 STRATEGIC COMMUNICATION SOLUTIONS LLC POBOX 283137 HONOLULU HI 96828 MARKETING SERVICES 335100 COMPASS CONSULTING GROUP 4348 SOUTH POINT BLVD SUITE 201 JACKSONVILLE FL 32216 BROKER 203913 TOWERS WATSON PO BOX 741909 ATLANTA GA 303741909 BROKER 183714 ACCUITY LLP 999 BISHOP ST 1900 HONOLULU HI 96813 ACCOUNTING SERVICES 164458 8 RISK SUBSCRIPTIONS EARNED 621300 173248530 173248530 ASC SUBSCRIPTIONS EARNED 621300 35202118 35202118 MEDICAL PARTNERS (WHOLESALE) 621300 16853987 16853987 MEDICAID 621300 2200000 2200000 227504635 4128767 4128767 3000 3000 0 93779439 91467261 2312178 2312178 2312178 FMG DENTAL INSUR. CONTRACTS (NET) 621300 369860 369860 MISC. OTHER INCOME 621300 31478 31478 OTHER INCOME 621300 623 623 401961 234347541 227905973 623 6440945 4362009 4362009 197963833 197963833 1293036 533657 759379 5600517 4509368 1091149 1115363 814996 300367 1089602 796172 293430 493229 360402 132827 419663 419663 1861397 1302452 558945 276744 276744 375965 336023 39942 440474 373167 67307 632711 503638 129073 111066 3699 107367 70164 70164 210023 167478 42545 180083 154684 25399 BROKER COMMISSIONS 1266050 1266050 MISC EXP 603173 517564 85609 DUES & SUBSCRIPTIONS 390956 390956 PRINTING 145264 119738 25526 314827 94518 220309 219216149 212913398 6302751 0 41404550 45811139 11923514 12283350 6977435 7134071 5075720 4677948 438543 397772 153656634 175285088 214400676 240911420 8567464 7300420 3189840 3075773 10568566 10938010 22325870 21314203 X 192074806 219597217 192074806 219597217 214400676 240911420 X 15131392 10689692 1701327 X 0 1 X 1 0 1397066 1317303 79763 2835740 2558252 277488 842914 802393 40521 397772 CLAIMS PAYABLE TO DENTISTS 8293000 REFUNDABLE GROUP SUBSCRIPTIONS 2645010 10938010 FORM 990, PART IV, LINE 12B THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF HAWAII DENTAL SERVICE, HAWAII DENTAL SERVICE FOUNDATION, AND HAWAII CLIENT SERVICES CORPORATION. THE AUDIT COMMITTEE, WHICH CONSISTS OF BOARD MEMBERS, SELECTS THE AUDITORS AND REVIEWS THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS. 1 HAWAII DENTAL SERVICE FOUNDATION 700 BISHOP ST STE 700 HONOLULU HI 96813 990246999 501(C)(4) 4288883 SUPPORT ORGANIZATION MISSION ALOHA UNITED WAY 200 N VINEYARD BLVD HONOLULU HI 96817 990073494 501(C)(3) 10000 PROGRAM SUPPORT AMERICAN HEART ASSOCIATION PO BOX 4002030 DES MOINES IA 50340 135613797 501(C)(3) 10000 PROGRAM SUPPORT SHIDLER COLLEGE OF BUSINESS ALUMNI ASSOCIATION 2404 MAILE WAY A-303F HONOLULU HI 96822 990339302 501(C)(3) 6000 SUPPORT STUDENT SCHOLARSHIPS AND ENRICHMENT PROGRAMS 3 1 PART I, LINE 2: THE PURPOSE OF THE GRANTS AWARDED BY HAWAII DENTAL SERVICE (HDS) ARE REVIEWED AND APPROVED BY HDS CEO EXCEPT FOR GRANTS TO HDS FOUNDATION, WHICH ARE APPROVED BY THE HDS BOARD OF DIRECTORS. HDS FOUNDATION CHAIR REPORTS ON THE USE OF GRANTS TO HDS BOARD OF DIRECTORS. OTHER GRANTS ARE AWARDED TO VARIOUS PUBLIC CHARITABLE ORGANIZATIONS TO SUPPORT THE EXEMPT FUNCTIONS OF THE ORGANIZATIONS AND ARE NOT MONITORED. X X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 CHERYL TAKITANI-SMITH CFO 209188 0 64000 0 421 0 94561 0 24149 0 392319 0 0 0 KATHY FAY COO (RETIRED 5/2017) 79236 0 64000 0 0 0 24430 0 4287 0 171953 0 0 0 MARK H YAMAKAWA PRESIDENT & CEO 370865 0 146000 0 5719 0 66690 0 10736 0 600010 0 0 0 THOMAS DELANEY COO 171305 0 14340 0 0 0 53513 0 17058 0 256216 0 0 0 CLESSON PANG DIRECTOR OF UNDERWRITING 154343 0 13621 0 0 0 24786 0 11598 0 204348 0 0 0 CHAD YANO DIRECTOR OF INFO SYSTEM 124595 0 9837 0 0 0 20415 0 26961 0 181808 0 0 0 GWYN HIRASA DIRECTOR OF DENTAL OPERATIONS 130000 0 1342 0 0 0 22788 0 13118 0 167248 0 0 0 MINNA MARI LEHTI DIRECTOR OF COMPLIANCE 131578 0 11375 0 0 0 22694 0 6952 0 172599 0 0 0 ROBERT SHERMAN DENTAL DIRECTOR 166310 0 13404 0 0 0 70935 0 7246 0 257895 0 0 0 ROQUE ARANADOR DIRECTOR OF INFORMATION TECH 133900 0 10584 0 0 0 49309 0 4019 0 197812 0 0 0 PART I, LINE 1A SUPPLEMENTAL COMPENSATION INFORMATION: HDS HOLDS A CORPORATE MEMBERSHIP IN A SOCIAL CLUB IN WHICH THE CLUB REQUIREMENTS DICTATE THAT AN INDIVIDUAL BE IDENTIFIED TO AUTHORIZE TRANSACTIONS. AS SUCH, HDS'S CEO HAS BEEN DESIGNATED AS THE AUTHORIZED INDIVIDUAL. ONLY BUSINESS TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. DISCRETIONARY SPENDING ACCOUNT: ONLY BUSINESS RELATED TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. PART I, LINE 7 NON-FIXED PAYMENTS: HDS HAS AN INCENTIVE PLAN DETAILING THE INCENTIVE CALCULATION WHEN THE COMPANY ACHIEVES CERTAIN PERFORMANCE STANDARDS AND STRATEGIC GOALS. THE INCENTIVE AMOUNT VARIES EACH YEAR DEPENDING ON ACHIEVEMENT OF STRATEGIC GOALS. INCENTIVE AMOUNTS FOR OFFICERS ARE APPROVED BY THE BOARD OF DIRECTORS COMPENSATION COMMITTEE WHICH IS DOCUMENTED IN MINUTES. INCENTIVE AMOUNTS FOR MANAGEMENT AND STAFF ARE APPROVED BY OFFICERS. PATSY NANBU DIRECTOR 2857293 SEE NOTE 1 0 SUSAN LI OFFICER 2857293 SEE NOTE 1 0 CASEY TAMASHIRO DIRECTOR 270461 SEE NOTE 2 0 JOHN BLACK DIRECTOR 243807 SEE NOTE 2 0 JOHN KOTAKE DIRECTOR 131292 SEE NOTE 2 0 MARTIN OISHI DIRECTOR 178186 SEE NOTE 2 0 MASON SAVAGE DIRECTOR 263448 SEE NOTE 2 0 CHARLES SUGIYAMA DIRECTOR 308578 SEE NOTE 2 0 CHILD AND FAMILY SERVICE NOTE 3 151086 SEE NOTE 4 0 IOLANI SCHOOL NOTE 3 189338 SEE NOTE 4 0 UNIVERSITY HEALTH ALLIANCE (UHA) NOTE 3 5234123 SEE NOTE 4 0 UNIVERSITY HEALTH ALLIANCE (UHA) NOTE 3 456298 SEE NOTE 5 0 HAWAII PACIFIC HEALTHKAPIOLANI MEDICAL CENTER NOTE 3 4596518 SEE NOTE 4 0 SCHEDULE L, PART IV NOTE 1 - PREMIUMS FOR DENTAL PLAN - EMPLOYER GROUP PURCHASES AN HDS DENTAL PLAN BUT THE DIRECTOR DOES NOT INFLUENCE DECISION MAKING IN PURCHASING THE DENTAL PLAN FROM HDS.NOTE 2 - DENTIST PARTICIPATING IN HDS PROVIDER NETWORK OFFERING DENTAL SERVICES TO HDS SUBSCRIBERS.NOTE 3 - MARK YAMAKAWA IS THE CEO OF HDS. PREMIUMS ARE RECEIVED FROM VARIOUS ORGANIZATIONS ON WHICH MARK SERVES AS A BOARD MEMBER.NOTE 4 - PAYMENTS TO HDS FROM VARIOUS ORGANIZATIONS IN WHICH MARK YAMAKAWA IS A BOARD MEMBER.NOTE 5 - PAYMENTS MADE BY HDS TO THE UNIVERSITY HEALTH ALLIANCE (UHA) FOR MEDICAL PREMIUMS. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION. HAWAII DENTAL SERVICE OPERATES TO PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. ITS GOAL IS TO INNOVATE AND CONDUCT PROGRAMS FOR DENTAL CARE AND TO MAKE AVAILABLE, ON A BROAD SCALE, THE BENEFITS OF THE SCIENCE OF DENTISTRY TO MEMBERS OF THE PUBLIC. DENTAL COVERAGE IS AVAILABLE TO THE GENERAL PUBLIC AS HAWAII DENTAL SERVICE MAINTAINS AN ENROLLMENT POLICY THAT IS OPEN TO INDIVIDUALS AND FAMILIES, AS WELL AS SMALL AND LARGE GROUPS. IN ADDITION, HAWAII DENTAL SERVICE PROVIDES FUNDING TO HAWAII DENTAL SERVICE FOUNDATION WHICH IN TURN PROVIDES GRANTS TO ORGANIZATIONS THAT HAVE PROGRAMS IN PLACE TO SUPPORT ORAL HEALTH INITIATIVES IN THE COMMUNITY. FORM 990, PART VI, SECTION A, LINE 6 DESCRIPTION OF ORGANIZATION'S MEMBERS: MEMBERSHIP IS SOLEY AVAILABLE TO DENTISTS WHO HAVE BEEN DULY LICENSED TO PRACTICE IN THE STATE OF HAWAII AND WHO MEET ANY ADDITIONAL REQUIREMENTS CONSISTENT WITH APPLICABLE LAW ESTABLISHED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. APPLICATION IS MADE IN WRITING AND APPROVED BY THE BOARD OF DIRECTORS. MEMBERS MAY AT ANY TIME BY A MEETING DULY CALLED FOR SUCH PURPOSE DEPOSE OR REMOVE FROM OFFICE ANY DENTIST DIRECTOR, WITH OR WITHOUT CAUSE, EXCEPT AS SUCH REMOVAL WOULD BE CONTRARY TO LAW. FORM 990, PART VI, SECTION A, LINE 7A ELECT BOARD MEMBERS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS SHALL BE COMPRISED OF NON-DENTIST REPRESENTATIVES FROM THE GENERAL PUBLIC AND THE REMAINING MEMBERS SHALL BE MEMBER DENTISTS. MEMBER DENTISTS AND PUBLIC DIRECTORS RESPECTIVELY ELECT DENTISTS AND PUBLIC DIRECTORS TO THE BOARD OF DIRECTORS FOR A THREE YEAR TERM. FORM 990, PART VI, SECTION A, LINE 7B APPROVAL OF DECISIONS: BYLAWS AND ARTICLES OF INCORPORATION MAY BE ALTERED OR REPEALED, OR NEW BYLAWS AND ARTICLES OF INCORPORATION MAY BE ADOPTED IN LIEU THEREOF, BY ADOPTION OF A RESOLUTION BY THE BOARD OF DIRECTORS SETTING FORTH THE PROPOSED AMENDMENT AND DIRECTING THAT IT BE SUBMITTED TO A VOTE AT THE ANNUAL OR SPECIAL MEETING OF THE MEMBERS. THE PROPOSED AMENDMENT SHALL BE ADOPTED UPON RECEIVING AT LEAST TWO-THIRDS OF THE VOTES WHICH MEMBERS PRESENT IN PERSON AT THE MEETING ARE ENTITLED TO CAST. THE BYLAWS MAY ALSO BE AMENDED BY AFFIRMATIVE VOTE OF THE DIRECTORS THEN IN OFFICE, WITHOUT FURTHER ACTION BY THE MEMBERS, FOR THE PURPOSE OF CURING AMBIGUITIES, CORRECTING OR SUPPLEMENTING DEFECTIVE OR INCONSISTENT PROVISIONS, OR ENABLING THE CORPORATION TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. FORM 990, PART VI, SECTION B, LINE 11B APPROVED COPY OF FORM 990: THE RETURN IS THOROUGHLY REVIEWED BY THE CONTROLLER PRIOR TO FINAL REVIEW WITH THE CHIEF FINANCIAL OFFICER AND PRESIDENT. A COPY OF FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C WRITTEN CONFLICT OF INTEREST POLICY: THE HDS COMPLIANCE PROGRAM CONTAINS THE HDS CONFLICTS OF INTEREST POLICY. EMPLOYEES AND DIRECTORS OF HDS ARE REQUIRED TO COMPLETE THE CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATION ANNUALLY. HDS COMPLIANCE DEPARTMENT REVIEWS THE ANNUAL CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATIONS AND REPORTS POTENTIAL CONFLICTS OF INTERESTS TO THE HDS BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ARE NOT ALLOWED TO PARTICIPATE IN DELIBERATIONS OR VOTE ON ISSUES/TRANSACTIONS WHICH THEY HAVE A CONFLICT OF INTEREST NOR ARE THE HDS EMPLOYEES ALLOWED TO PURSUE A TRANSACTION OR ARRANGEMENT THAT CONFLICTS WITHOUT PRIOR APPROVAL. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: COMPENSATION FOR THE CEO AND OFFICERS ARE DETERMINED BASED ON ADVICE FROM AN INDEPENDENT COMPENSATION CONSULTANT WHO USES DELTA DENTAL PLANS ASSOCIATION AND HAWAII EMPLOYERS COUNCIL COMPENSATION SURVEY INFORMATION FOR COMPARABLE POSITIONS. OFFICER COMPENSATION IS APPROVED BY THE BOD COMPENSATION COMMITTEE. AMOUNTS ARE DOCUMENTED IN MINUTES AND HUMAN RESOURCE DEPARTMENT RECONCILES THE PAYMENT AT END OF EACH YEAR. COMPENSATION FOR MANAGEMENT AND STAFF POSITIONS ARE EVALUATED AND DETERMINED BASED ON HAWAII EMPLOYERS COUNCIL SURVEYS AND APPROVED BY THE PRESIDENT/CEO AND EXECUTIVES ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 TAX RETURNS AND OTHER REQUIRED DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN ACCRUED POSTRETIREMENT LIABILITIES 1,701,327. HAWAII DENTAL SERVICE FOUNDATION 700 BISHOP STREET SUITE 700 HONOLULU HI 96813 990246999 ORAL HEALTH SUPPORT HI 501(C)(4) N/A N/A 1 HAWAII CLIENT SERVICES CORPORATION 700 BISHOP STREET SUITE 710 HONOLULU HI 96813 452740308 ADMIN SERVICES HI HI DENTAL SCVS C 23330 2161905 1.00000 1 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 HAWAII CLIENT SERVICES CORPORATION A 1500 CASH HAWAII CLIENT SERVICES CORPORATION O 135724 CASH HAWAII CLIENT SERVICES CORPORATION Q 166915 CASH HAWAII DENTAL SERVICE FOUNDATION A 1250 CASH HAWAII DENTAL SERVICE FOUNDATION O 86512 CASH HAWAII DENTAL SERVICE FOUNDATION Q 152738 CASH