2017-04-28T17:15:31-05:00 2016-06-30 ERNST & YOUNG US LLP 370 17TH ST 3300 DENVER CO 80202 990 2015-07-01 990322406 Kapi'olani Medical Specialists % DONNA MASUDA-KAM KAPI 8089838986 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 EARL INOUYE VICE PRESIDENT 8089838986 2017-04-28 true KELLEY SIMON P00791436 7209314000 2015 2021-01-29 14:40:06Z KENNETH NAKAMURA MD 1319 PUNAHOU STREET HONOLULU HI 96826 30885114 false X WWW.HAWAIIPACIFICHEALTH.ORG X 1995 HI SEE SCHEDULE O 6 2 213 2 0 98920 95759 28067537 30789026 422 329 0 0 28166879 30885114 0 0 0 0 27453084 32491220 0 0 0 8542524 10198923 35995608 42690143 -7828729 -11805029 4783038 6095807 5164159 6356852 -381121 -261045 X SEE SCHEDULE O false false 35967267 0 30789026 SEE SCHEDULE O. 35967267 true true false false false false false false false false true false false true true false false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true X 0 0 213 true false false false false false false false false false false X 6 2 false false false false true true true true true false false true true true true true true false true false HI X X DONNA MASUDA-KAM 8085357355 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 KENNETH B ROBBINS MD Board of Director 0.2 56.0 X 0 732193 274111 MARTHA SMITH Board of Director, Chair 5.0 51.0 X X 0 642492 155529 RAYMOND P VARA JR Board of Director 0.2 61.9 X 0 1619202 657628 ANTHONY GUERRERO MD Board of Director 8.0 0.0 X 32286 0 1534 RICHARD KASUYA MD Board of Director 0.2 0.0 X 0 0 0 KEITH MATSUMOTO MD Board of Director 0.2 0.2 X 0 0 0 KENNETH T NAKAMURA MD VICE CHAIR & CMO 40.0 2.0 X 0 181422 40436 JENNIFER JONES Director of Operations 40.0 0.0 X 130913 0 12213 DAVID OKABE EVP, CFO & Treasurer 1.0 54.4 X 0 727747 271732 GAIL LERCH EVP 1.0 54.4 X 0 683748 220054 CHARLES R CHING EVP, GEN COUNSEL & SECRETARY 3.0 54.5 X 0 613655 218402 STEVEN ROBERTSON EVP & CIO 1.0 52.5 X 0 601130 226186 MELINDA ASHTON MD SVP & CQO 1.0 49.1 X 0 510699 105148 EARL INOUYE VP & System Controller 1.0 50.0 X 0 323923 66330 WARREN CHAIKO VP 5.0 45.0 X 0 307709 71951 SUSAN MASUMOTO-NONAKA VP 0.2 52.9 X 0 297153 67431 KATIE SHIGEMITSU Compliance Officer 0.2 44.0 X 0 178214 22615 DAVID FOX Privacy Officer 1.4 38.6 X 0 142843 25167 ALAN ITO Information Security Officer 1.4 38.6 X 0 153291 25158 JESSICA LEWIS Assistant Corporate Secretary 2.5 37.5 X 0 128274 25615 SIDNEY M JOHNSON MD Physician 40.0 0.0 X 665282 0 34760 DEVIN P PUAPONG MD Physician 40.0 0.0 X 620720 0 34508 RUSSELL KY WOO MD Physician 40.0 0.0 X 600217 0 30260 ROBERT C DURKIN MD Physician 40.0 0.0 X 593012 0 32359 WILLIAM ELY BURKHALTER MD Physician 40.0 0.0 X 493038 0 31359 JOHN LA FORGIA FORMER OFFICER 0.0 0.0 X 0 402813 5653 3135468 8246508 2656139 94 true true false UNIVERSITY OF HAWAII 2440 CAMPUS RD BOX 368 HONOLULU HI 96822 PHYSICIAN SERVICES 1277925 COMPHEALTH INC PO BOX 972651 DALLAS TX 75397 PHYSICIAN SERVICES 419259 2 0 94962 797 0 95759 PATIENT SERVICE REVENUE 900099 18059045 18059045 0 0 SERVICE CONTRACTS 900099 12729981 12729981 0 0 30789026 329 329 0 0 0 0 0 0 0 0 0 0 30885114 30789026 0 329 0 0 0 0 0 0 0 0 191476 191476 0 0 0 0 0 0 27044711 25733112 1311599 0 1501795 1413034 88761 0 2237909 1576767 661142 0 1515329 1432057 83272 0 0 0 0 0 0 0 0 0 183647 0 183647 0 0 0 0 0 0 0 0 0 0 0 3951894 2618319 1333575 0 3675 3675 0 0 300709 284272 16437 0 747 747 0 0 0 0 0 0 1079976 1060654 19322 0 55177 54182 995 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 180657 180657 0 0 1510146 1354889 155257 0 CORPORATE ALLOCATION 2725862 0 2725862 0 OTHER EXPENSES 116393 1718 114675 0 OTHER PURCHASES 89512 61180 28332 0 SPECIFIC PURPOSE EXPENSE 528 528 0 0 42690143 35967267 6722876 0 0 0 0 442787 287137 0 0 1229178 1602090 0 0 0 0 0 0 0 0 44292 387963 2528832 2088781 387299 440051 0 0 0 0 0 0 0 0 2679482 3378566 4783038 6095807 3258595 4707835 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1905564 1649017 5164159 6356852 X -411903 -292096 30782 31051 0 0 -381121 -261045 4783038 6095807 X -11805029 0 0 0 0 11925105 X false true X true false X 71817 141688 92562 93308 95759 495134 23115477 24693445 29646296 28067537 30789026 136311781 0 0 0 23187294 24835133 29738858 28160845 30884785 136806915 0 0 0 0 834750 770249 848506 935064 890075 4278644 834750 770249 848506 935064 890075 4278644 132528271 2854 3072 331 422 329 7008 0 0 2854 3072 331 422 329 7008 0 0 0 0 23190148 24838205 29739189 28161267 30885114 136813923 0.96867 0.96770 0.00005 0.00008 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 106547 56151 50396 2396192 2032630 363562 26093 26093 440051 LIFE INSURANCE - CSV 921450 DUE FROM KAPI'OLANI MED CENTER 766425 DUE FROM HHP 455147 VARIOUS DEFERRED CHARGES 389673 OTHER RECEIVABLES 383083 DUE FROM GOVERNMENT AGENCIES 314576 DUE FROM HPHRI 72504 DUE FROM STRAUB FOUNDATION 40415 DUE FROM WILCOX MEMORIAL HOSP. 28119 DUE FROM KAPI'OLANI HEALTH FDN 6250 DUE FROM KAUA'I MEDICAL CLINIC 924 3378566 0 DUE TO HAWAI'I PACIFIC HEALTH 1306841 LONG TERM - 457B 175453 LONG TERM - MCGF INS ADV 58974 LONG TERM - ESCHEAT LIAB 37132 DUE TO PROVIDERS INSURANCE CORP. 22545 DUE TO STRAUB CLINIC & HOSPITAL 18080 LONG TERM - CAPITAL ACCUMULATION 17325 DUE TO PALI MOMI MEDICAL CENTER 12506 DUE TO PALI MOMI FOUNDATION 100 DUE TO HPHPI 30 DUE TO HICORD 19 DUE TO WILCOX HEALTH FOUNDATION 12 1649017 true true false false false false false false false KENNETH T NAKAMURA MD VICE CHAIR & CMO 0 132672 0 19850 0 28900 0 28328 0 12108 0 221858 0 9925 KENNETH B ROBBINS MD Board of Director 0 439859 0 115817 0 176517 0 259966 0 14145 0 1006304 0 125319 MARTHA SMITH Board of Director, Chair 0 375015 0 141805 0 125672 0 139901 0 15628 0 798021 0 95338 RAYMOND P VARA JR Board of Director 0 893498 0 388324 0 337380 0 634530 0 23098 0 2276830 0 296712 DAVID OKABE EVP, CFO & Treasurer 0 450780 0 152265 0 124702 0 257404 0 14328 0 999479 0 94882 GAIL LERCH EVP 0 367240 0 130858 0 185650 0 210958 0 9096 0 903802 0 95902 CHARLES R CHING EVP, GEN COUNSEL & SECRETARY 0 338812 0 123416 0 151427 0 198040 0 20362 0 832057 0 89031 STEVEN ROBERTSON EVP & CIO 0 365310 0 95556 0 140264 0 211358 0 14828 0 827316 0 93921 MELINDA ASHTON MD SVP & CQO 0 361811 0 81977 0 66911 0 91008 0 14140 0 615847 0 40989 EARL INOUYE VP & System Controller 0 246127 0 38502 0 39294 0 51458 0 14872 0 390253 0 19251 WARREN CHAIKO VP 0 225987 0 38010 0 43712 0 50187 0 21764 0 379660 0 19005 SUSAN MASUMOTO-NONAKA VP 0 220854 0 34603 0 41696 0 50603 0 16828 0 364584 0 17302 KATIE SHIGEMITSU Compliance Officer 0 176224 0 500 0 1490 0 8463 0 14152 0 200829 0 0 DAVID FOX Privacy Officer 0 141217 0 500 0 1126 0 6867 0 18300 0 168010 0 0 ALAN ITO Information Security Officer 0 152069 0 500 0 722 0 5328 0 19830 0 178449 0 0 JESSICA LEWIS Assistant Corporate Secretary 0 127774 0 500 0 0 0 6349 0 19266 0 153889 0 0 SIDNEY M JOHNSON MD Physician 557531 0 0 0 107751 0 12588 0 22172 0 700042 0 0 0 DEVIN P PUAPONG MD Physician 515783 0 0 0 104937 0 12588 0 21920 0 655228 0 0 0 RUSSELL KY WOO MD Physician 516783 0 0 0 83434 0 12588 0 17672 0 630477 0 0 0 ROBERT C DURKIN MD Physician 436065 0 0 0 156947 0 12588 0 19771 0 625371 0 0 0 WILLIAM ELY BURKHALTER MD Physician 437289 0 0 0 55749 0 12588 0 18771 0 524397 0 0 0 JOHN LA FORGIA FORMER OFFICER 0 57466 0 0 0 345347 0 2145 0 3508 0 408466 0 0 FORM 990, SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL 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, LINE 15A FOR THE PROCESS USED BY HPH TO DETERMINE COMPENSATION. FORM 990, SCHEDULE J, PART I, LINE 4A SEVERANCE PAY THE FOLLOWING INDIVIDUAL RECEIVED A SEVERANCE PAYMENT FROM A RELATED ORGANIZATION: JOHN LA FORGIA - $303,035 FORM 990, SCHEDULE J, PART I, LINE 4B SUPPLEMENTAL NON QUALIFIED 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. THE CAPITAL ACCUMULATION ACCOUNT (CAA) IS A SECTION 457(F) PROGRAM THAT WAS PREVIOUSLY AFFORDED TO EXECUTIVE OFFICERS OF THE ORGANIZATION TO PROVIDE BENEFITS ON A TAX DEFERRED BASIS. AMOUNTS PAID OUT DURING THE YEAR BY RELATED ORGANIZATION: KENNETH B. ROBBINS, MD - $67,410 MARTHA SMITH - $41,935 RAYMOND P. VARA JR - $132,595 DAVID OKABE - $36,249 GAIL LERCH - $47,973 CHARLES R. CHING - $44,823 STEVEN ROBERTSON - $46,143 LONG TERM INCENTIVE PLAN THE LONG TERM INCENTIVE PLAN IS AFFORDED TO EXECUTIVES BASED ON ANNUAL AND LONG TERM SYSTEM GOALS THAT ARE NOT BASED ON A PERCENTAGE OF NET EARNINGS. AMOUNTS PAID OUT DURING THE YEAR BY RELATED ORGANIZATION: KENNETH T. NAKAMURA - $19,850 KENNETH B. ROBBINS, MD - $115,817 MARTHA SMITH - $106,805 RAYMOND P. VARA JR - $328,234 DAVID OKABE - $117,265 GAIL LERCH - $95,858 CHARLES R. CHING - $88,416 STEVEN ROBERTSON - $95,556 MELINDA ASHTON - $81,977 EARL INOUYE - $38,502 WARREN CHAIKO - $38,010 SUSAN MASUMOTO-NONAKA - $34,603 FORM 990, PART I, LINE 1 MISSION STATEMENT KAPI'OLANI MEDICAL SPECIALISTS, AN AFFILIATE OF HAWAI'I PACIFIC HEALTH, IS A SPECIALTY PHYSICIAN GROUP THAT SERVES WOMEN AND CHILDREN THROUGH ACADEMICS, RESEARCH AND CLINICAL CARE, IN PARTNERSHIP WITH KAPI'OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN. FORM 990, PART III, LINE 1 MISSION STATEMENT KAPI'OLANI MEDICAL SPECIALISTS IS A SPECIALTY PHYSICIAN GROUP DEDICATED TO PROVIDE WORLD-CLASS CARE FOR HAWAI'I'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. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS KAPI'OLANI MEDICAL SPECIALISTS HAS OVER 120 PEDIATRIC SPECIALISTS AND SUB-SPECIALISTS IN PEDIATRIC INTENSIVE CARE, 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 ENDOCRINOLOGY, PEDIATRIC NEUROLOGY, PEDIATRIC GASTROENTEROLOGY, PEDIATRIC SEDATION, PEDIATRIC NEPHROLOGY, NEUROSURGERY, OTOLARYNGOLOGY, ADOLESCENT MEDICINE, AND PALLIATIVE CARE. IN FISCAL YEAR 2016, KAPI'OLANI MEDICAL SPECIALISTS HAD 79,122 PATIENT VISITS. KAPI'OLANI MEDICAL SPECIALISTS 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 HAS DEVELOPED A VARIETY OF WAYS TO IDENTIFY AND MEET THE UNIQUE HEALTH CARE NEEDS OF HAWAI'I'S WOMEN AND CHILDREN. KAPI'OLANI MEDICAL SPECIALISTS RECRUITS PHYSICIANS FROM THROUGHOUT THE NATION WHO DESIRE EMPLOYMENT IN A GROUP PRACTICE SETTING WITH HAWAI'I'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, 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 2016, THE GROUP PROVIDED $13,666,074 IN MEDICAL CARE TO PATIENTS WHO WERE UNINSURED OR UNABLE TO PAY FOR THEIR CARE. FORM 900, PART V, LINE 1A HAWAI'I PACIFIC HEALTH (HPH), THE ORGANIZATION'S TAX EXEMPT PARENT, PAYS ALL VENDORS. THEREFORE, HPH ISSUES FORM 1099S UNDER ITS TAX ID. FORM 900, PART VI, LINE 6 MEMBERS/STOCKHOLDERS AND THEIR RIGHTS 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. FORM 990, PART VI, LINE 7A POWER TO ELECT OR APPOINT MEMBERS HAWAI'I PACIFIC HEALTH IS THE SOLE MEMBER AND HAS THE POWER TO ELECT MEMBERS OF THE ORGANIZATION'S GOVERNING BODY. FORM 990, PART VI, LINE 7B DESCR CLASSES OF PERSONS, DECISIONS REQ APPR & 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, EXEC VP/CFO, OTHER EXECUTIVE VPS, SENIOR VP, ASST. SECRETARIES, AND ALL VPS EXCEPT THE OPERATING UNIT VPS, AS SUCH TERMS ARE DEFINED IN THESE BYLAWS; (II) DELEGATE MANAGEMENT AUTHORITIES FROM THE BOARD TO OFFICERS OR COMMITTEES OF THE 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 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 CORP 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 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 BE ALSO 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 VPS, SENIOR VPS, ASST SECRETARIES, AND ALL VPS EXCEPT THE OPERATING UNIT VPS; 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) ACQUIRE 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 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 RELATIONSHIP (OTHER THAN THE ORDINARY COURSE OF BUSINESS CONTRACTS) BETWEEN THE CORP AND ANY PERSON OR ENTITY; AND (XIV) DEVELOP A NEW LINE OF BUSINESS FORM 990, PART VI, LINE 11B REVIEW OF THE 990 BY THE ORGANIZATION'S GOVERNING BODY VARIOUS SCHEDULES OF THE 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 SYSTEM REVIEWS THE 990 OF EACH FILLING ORGANIZATION WITHIN THE HEALTH CARE SYSTEM. ONCE SENIOR MANAGEMENT HAS COMPLETED ITS REVIEW, THE 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 (HPH) BOARD PROVIDES OVERSIGHT FOR THE 990 REPORTING AND REVIEWS THE 990 FOR EACH ENTITY PRIOR TO FILING. IN ADDITION, THE 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 990. COPIES OF THE 990 ARE MADE AVAILABLE TO THE BOARD MEMBERS OF EACH SUBSIDIARY UNIT OF HPH AND ARE PHYSICALLY LOCATED AT EACH FACILITY'S SITE FOR THE BOARD MEMBER TO REVIEW PRIOR TO FILING. THE 990 WILL BE POSTED TO HPH'S WEB SITE FOR PUBLIC ACCESS AFTER THE FILING OF THE RETURNS WITH THE IRS. FORM 990, PART VI, LINE 12C DESCRIPTION OF PROCESS TO MONITOR TRANSACTION FOR CONFLICTS OF INTEREST 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 ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF IT'S 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, LINES 15A & 15B PROCESS OF DETERMINING COMPENSATION THE TOP MANAGEMENT OFFICIAL OF THE ORGANIZATION IS 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 11, 2016 TO REVIEW PHYSICIAN COMPENSATION AND ON AUGUST 24, 2016 TO REVIEW EXECUTIVE COMPENSATION. FORM 990, PART VI, LINE 19 DISCLOSURE OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FINANCIAL STMTS 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. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS OR FUND BALANCES $11,925,105 - EQUITY TRANSFER FROM HPH HAWAI'I PACIFIC HEALTH 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246363 HOLDING CO. HI 501(c)(3) 11b, III-FI NA false KAPI'OLANI HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246364 FUNDRAISING HI 501(c)(3) 7 NA true KAPI'OLANI MED CTR FOR WOMEN & CHILDREN 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990177350 HOSPITAL HI 501(c)(3) 3 NA true KAUA'I MEDICAL CLINIC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990326099 HOSPITAL HI 501(c)(3) 3 NA true PALI MOMI FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 383840327 FUNDRAISING HI 501(c)(3) 7 NA true PALI MOMI MEDICAL CENTER 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990274038 HOSPITAL HI 501(c)(3) 3 NA true PROVIDERS INSURANCE CORPORATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 710893000 INSURANCE HI 501(c)(3) 11b, II NA true STRAUB CLINIC & HOSPITAL 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 912151670 HOSPITAL HI 501(c)(3) 3 NA true STRAUB FOUNDATION 55 MERCHANT STREET 26TH FLOOR HONOLULU HI 96813 990109350 FUNDRAISING HI 501(c)(3) 7 NA true WILCOX HEALTH FOUNDATION 3-3420 KUHIO HIGHWAY LIHUE HI 96766 990204242 FUNDRAISING HI 501(c)(3) 7 NA true WILCOX MEMORIAL HOSPITAL 3-3420 KUHIO HIGHWAY LIHUE HI 96766 990074365 HOSPITAL HI 501(c)(3) 3 NA true ASC PACIFIC VENTURES 3000 RIVERCHASE GAL STE 500 BIRMINGHAM AL 35244 275340034 AMBU. SURG. CTR. AL NA HICORD INC 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990251496 INVESTMENT HI NA C Corp 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 false false true false false false false false false false false false false false true true true true true KAPI'OLANI MEDICAL CNTR FOR WOMEN & CHILDREN q 507714 FMV KAPI'OLANI MEDICAL CNTR FOR WOMEN & CHILDREN p 9143354 FMV KAPI'OLANI MEDICAL CNTR FOR WOMEN & CHILDREN r 167620 FMV PROVIDERS INSURANCE CORPORATION r 1481893 FMV KAPI'OLANI HEALTH FOUNDATION c 94962 FMV STRAUB CLINIC & HOSPITAL q 82915 FMV STRAUB CLINIC & HOSPITAL s 123724 FMV HHP r 455147 FMV SCHEDULE R, PART III RELATED ORG. TAXABLE AS PARTNERSHIP ASC PACIFIC VENTURES, LLC EIN: 27-0540034 ADDRESS: 3000 RIVERCHASE GALLERIA, STE 500 BIRMINGHAM, AL 35244