2015-05-12T17:15:45-05:00 2014-06-30 ERNST & YOUNG US LLP 2901 DOUGLAS BLVD SUITE 300 ROSEVILLE CA 95661 990 2013-07-01 990322406 Kapi'olani Medical Specialists % DONNA MASUDA-KAM KAPI 8089838986 55 MERCHANT STREET 24TH FLOOR Suite HONOLULU HI 96813 EARL INOUYE VICE PRESIDENT 2015-05-12 CINDY WHITE P01396368 2013 2016-04-25 22:37:26Z KENNETH NAKAMURA MD 1319 PUNAHOU STREET HONOLULU HI 96826 29740607 false X WWW.HAWAIIPACIFICHEALTH.ORG X 1995 HI SEE SCHEDULE O 6 2 179 2 0 141688 93980 24693444 29646296 3072 331 0 0 24838204 29740607 0 0 0 0 24941407 27345660 0 0 0 7897335 7682523 32838742 35028183 -8000538 -5287576 4220789 5648210 4950100 5005770 -729311 642440 X SEE SCHEDULE O false false 29655750 0 29646296 SEE SCHEDULE O 29655750 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 14 0 true 179 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 ANTHONY GUERRERO MD Board of Director 8.0 0.0 X 45667 0 3539 RICHARD KASUYA MD Board of Director 0.2 0.0 X 0 0 0 KEITH MATSUMOTO MD Board of Director 0.2 0.4 X 0 0 0 KENNETH B ROBBINS MD Board of Director 0.2 60.0 X 0 758614 215955 MARTHA SMITH Board of Director, Chair 5.0 55.0 X X 0 525667 135160 RAYMOND P VARA JR Board of Director 0.2 65.0 X 0 1490728 393474 DAVID OKABE EVP, CFO & Treasurer 1.0 54.0 X 0 783672 175363 GAIL LERCH EVP 1.0 59.0 X 0 606129 168090 VIRGINIA PRESSLER-FISHER MD EVP 0.2 59.0 X 0 586997 184338 CHARLES R CHING EVP, General Counsel & Sec. 3.0 57.0 X 0 659823 160550 STEVEN ROBERTSON EVP & CIO 1.0 59.0 X 0 627870 177502 MELINDA ASHTON MD SVP & Chief Quality Officer 1.0 48.0 X 0 441619 105751 JOHN LA FORGIA SVP & Chief Marketing Officer 0.2 40.0 X 0 117923 31516 EARL INOUYE VP & System Controller 2.0 53.0 X 0 317690 79385 WARREN CHAIKO VP 1.0 51.0 X 0 281107 66438 SUSAN MASUMOTO-NONAKA VP 0.2 60.0 X 0 308756 66431 KATIE SHIGEMITSU Compliance Officer 0.8 39.0 X 0 169359 38470 DAVID FOX Privacy & Information Security 0.4 39.0 X 0 123225 42074 JESSICA LEWIS Assistant Corporate Secretary 1.3 39.0 X 0 122539 27300 ANN PETERS VP (PART YEAR) 0.2 49.0 X 0 233241 37474 KENNETH T NAKAMURA MD VC & CMO 20.0 1.0 X 0 170838 43108 JENNIFER JONES Director of Operations 40.0 0.0 X 120143 0 34385 SIDNEY M JOHNSON MD Physician 40.0 0.0 X 633070 0 58096 ROBERT C DURKIN MD Physician 40.0 0.0 X 592729 0 54615 DEVIN P PUAPONG MD Physician 40.0 0.0 X 502907 0 57408 WILLIAM ELY BURKHALTER MD Physician 40.0 0.0 X 484165 0 62365 RUSSELL KY WOO MD Physician 40.0 0.0 X 474050 0 56021 BETTY KANESHIRO FORMER OFFICER 0.0 0.0 X 0 101699 33638 2852731 8427496 2508446 88 true true false UNIVERSITY OF HAWAI'I 2530 DOLE STREET HONOLULU HI 96822 PHYSICIAN SERVICES 1433847 WEATHERBY LOCUMS PO BOX 972633 DALLAS TX 75397 PHYSICIAN SERVICES 115624 2 0 92562 1418 0 93980 PATIENT SERVICE REVENUE 900099 19129128 19129128 0 0 SERVICE CONTRACTS 900099 10517168 10517168 0 0 29646296 331 331 0 0 0 0 0 0 0 0 0 0 29740607 29646296 0 331 0 0 0 0 0 0 0 0 199915 199915 0 0 0 0 0 0 22631222 21452902 1178320 1906440 1771986 134454 0 1367972 741307 626665 0 1240111 1172656 67455 0 0 0 0 0 0 0 0 0 150828 0 150828 0 0 0 0 0 0 0 0 0 0 0 3229346 2320457 908889 0 0 0 0 0 197577 163737 33840 0 0 0 0 0 0 0 0 0 613161 594013 19148 0 75006 68953 6053 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 112350 112350 0 0 960202 1031804 -71602 0 CORPORATE ALLOCATION 2237499 0 2237499 0 OTHER PURCHASES 41516 20645 20871 0 OTHER EXPENSES 62886 2873 60013 0 SPECIFIC PURPOSE EXPENSE 2152 2152 0 0 35028183 29655750 5372433 0 0 0 0 -40494 338963 0 0 1581917 1749560 0 0 0 0 0 0 0 0 43966 46374 2180728 1843493 407236 337235 0 0 0 0 0 0 0 0 2228164 3176078 4220789 5648210 3487921 3827944 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1462179 1177826 4950100 5005770 X -760929 611555 31618 30885 0 0 -729311 642440 4220789 5648210 X -5287576 6659327 X false true X true false X 125521 112089 71817 141688 92562 543677 21244574 21775603 23115477 24693445 29646296 120475395 0 0 0 21370095 21887692 23187294 24835133 29738858 121019072 0 0 726199 834750 770249 848506 3179704 726199 834750 770249 848506 3179704 117839368 4893 3661 2854 3072 331 14811 0 4893 3661 2854 3072 331 14811 0 0 21374988 21891353 23190148 24838205 29739189 121033883 0.97361 0.97887 0.00012 0.00025 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 15705 14609 1096 871578 724565 147013 1293445 1104319 189126 337235 VARIOUS DEFERRED CHARGES 64508 OTHER RECEIVABLES 505155 LIFE INSURANCE - CSV 1053324 GOVERNMENT AGENCIES 708518 HPHRI 56153 WILCOX MEMORIAL HOSPITAL 11001 KAUA'I MEDICAL CENTER 4028 KAPI'OLANI HEALTH FOUNDATION 83285 PROVIDERS INSURANCE COMPANY 36870 KAPI'OLANI MEDICAL CENTER 653236 3176078 0 LONG TERM LIAB - 457B 11829 LONG TERM LIAB - ESCHEAT LIAB 34770 LONG TERM LIAB - CAPITAL ACCUM 40245 LONG TERM LIAB - MCGF INS ADV 468190 HAWAI'I PACIFIC HEALTH 569012 PALI MOMI MEDICAL CENTER 36721 STRAUB CLINIC & HOSPITAL 16928 PALI MOMI FOUNDATION 100 WILCOX HEALTH FOUNDATION 12 HICORD 19 1177826 X SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) FOOTNOTE THE TAXABLE AFFILIATES OF THE COMPANY UTILIZE THE LIABILITY METHOD OF ACCOUNTING FOR INCOME TAXES. UNDER THIS METHOD, DEFERRED INCOME TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON DIFFERENCES BETWEEN THE FINANCIAL REPORTING AND TAX BASIS OF ASSETS AND LIABILITIES, AND ARE MEASURED USING THE CURRENTLY ENACTED TAX RATES AND LAWS. VALUATION ALLOWANCES ARE USED TO REDUCE DEFERRED TAX ASSETS TO THEIR ESTIMATED NET REALIZABLE VALUES WHEN MANAGEMENT DETERMINES ULTIMATE RECOVERY OF THE DEFERRED TAX ASSETS IS NOT MORE LIKELY THAN NOT TO OCCUR. false true false false false false false false false DAVID OKABE EVP, CFO & Treasurer 0 429188 0 177313 0 177171 0 161473 0 13890 0 959035 0 131479 GAIL LERCH EVP 0 339750 0 178172 0 88207 0 153400 0 14690 0 774219 0 98708 VIRGINIA PRESSLER-FISHER MD EVP 0 332773 0 137886 0 116338 0 164622 0 19716 0 771335 0 116500 CHARLES R CHING EVP, General Counsel & Sec. 0 325455 0 173692 0 160676 0 155468 0 5082 0 820373 0 103184 STEVEN ROBERTSON EVP & CIO 0 348031 0 144488 0 135351 0 158680 0 18822 0 805372 0 114115 MELINDA ASHTON MD SVP & Chief Quality Officer 0 316112 0 61720 0 63787 0 94270 0 11481 0 547370 0 38079 EARL INOUYE VP & System Controller 0 236093 0 41827 0 39770 0 59398 0 19987 0 397075 0 25156 WARREN CHAIKO VP 0 214407 0 35180 0 31520 0 45308 0 21130 0 347545 0 19056 SUSAN MASUMOTO-NONAKA VP 0 203579 0 45404 0 59773 0 52261 0 14170 0 375187 0 17791 KATIE SHIGEMITSU Compliance Officer 0 169283 0 0 0 76 0 25170 0 13300 0 207829 0 0 DAVID FOX Privacy & Information Security 0 123225 0 0 0 0 0 23498 0 18576 0 165299 0 0 SIDNEY M JOHNSON MD Physician 552298 0 0 0 80772 0 29613 0 28483 0 691166 0 0 0 ROBERT C DURKIN MD Physician 427284 0 0 0 165445 0 29613 0 25002 0 647344 0 0 0 DEVIN P PUAPONG MD Physician 413062 0 0 0 89845 0 29613 0 27795 0 560315 0 0 0 WILLIAM ELY BURKHALTER MD Physician 420977 0 0 0 63188 0 35113 0 27252 0 546530 0 0 0 RUSSELL KY WOO MD Physician 418808 0 0 0 55242 0 29613 0 26408 0 530071 0 0 0 BETTY KANESHIRO FORMER OFFICER 0 101699 0 0 0 0 0 20530 0 13108 0 135337 0 0 ANN PETERS VP (PART YEAR) 0 181463 0 28390 0 23388 0 18625 0 18849 0 270715 0 14195 KENNETH T NAKAMURA MD VC & CMO 0 123971 0 19625 0 27242 0 31438 0 11670 0 213946 0 18568 KENNETH B ROBBINS MD Board of Director 0 423048 0 175124 0 160442 0 198028 0 17927 0 974569 0 142030 MARTHA SMITH Board of Director, Chair 0 340763 0 112419 0 72485 0 119970 0 15190 0 660827 0 53953 RAYMOND P VARA JR Board of Director 0 780906 0 445327 0 264495 0 372504 0 20970 0 1884202 0 267684 JENNIFER JONES Director of Operations 115247 0 4896 0 0 0 11084 0 0 0 131227 0 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, LINE 15A FOR THE PROCESS USED BY HPH TO DETERMINE COMPENSATION. 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 T. NAKAMURA - $8,755 KENNETH B. ROBBINS, MD - $54,468 MARTHA SMITH - $14,743 RAYMOND P. VARA JR - $70,020 DAVID OKABE - $42,822 GAIL LERCH - $29,622 VIRGINIA PRESSLER-FISHER, MD - $47,557 CHARLES R. CHING - $36,337 STEVEN ROBERTSON - $41,870 MELINDA ASHTON - $12,219 EARL INOUYE - $4,242 WARREN CHAIKO - $1,466 SUSAN MASUMOTO-NONAKA - $89 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 - $19,625 KENNETH B. ROBBINS, MD - $175,124 MARTHA SMITH - $78,419 RAYMOND P. VARA JR - $395,327 DAVID OKABE - $177,313 GAIL LERCH - $138,172 VIRGINIA PRESSLER-FISHER, MD - $137,886 CHARLES R. CHING - $133,692 STEVEN ROBERTSON - $144,488 MELINDA ASHTON - $51,720 EARL INOUYE - $41,827 WARREN CHAIKO - $35,180 SUSAN MASUMOTO-NONAKA - $35,404 FORM 990, PART I, LINE I ORGANIZATION'S MISSION 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 & CHILDREN. FORM 990, PART III, LINE I MISSION STATEMENT KAPI'OLANI MEDICAL SPECIALISTS IS A SPECIALTY PHYSICIAN GROUP DEDICATED TO PROVIDING 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 100 PEDIATRIC SPECIALISTS AND SUB-SPECIALISTS IN PEDIATRIC INTENSIVE CARE, PEDIATRIC EMERGENCY MEDICINE, 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 GASTROENTEROLOGY, PEDIATRIC SEDATION, PEDIATRIC NEPHROLOGY, NEUROSURGERY, OTOLARYNGOLOGY, ADOLESCENT MEDICINE, AND PALLIATIVE CARE. IN FISCAL YEAR 2014, KAPI'OLANI MEDICAL SPECIALISTS HAD 88,286 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 PERMANENTE 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 2014, THE GROUP PROVIDED $3,875,989 IN MEDICAL CARE TO PATIENTS WHO WERE UNINSURED OR UNABLE TO PAY FOR THEIR CARE. FORM 990, 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 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 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 HAWAII 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 990S BY THE ORGANIZATION'S GOVERNING BODY VARIOUS SCHEDULES OF THE 990'S 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'S OF EACH FILLING ORGANIZATION WITHIN THE HEALTH CARE SYSTEM. ONCE SENIOR MANAGEMENT HAS COMPLETED ITS REVIEW, THE 990'S 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'S 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 990S 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'S 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: - RECEIVED A COPY OF THE CONFLICT OF INTEREST ('COI') POLICY; - HAS READ AND UNDERSTAND THE POLICY; - AGREES TO COMPLY WITH THE POLICY; AND - 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 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, LINES 15A & 15B OFFICES & POSITIONS FOR WHICH PROCESS WAS USED & YEAR PROCESS WAS BEGUN 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 3, 2014 TO REVIEW PHYSICIAN COMPENSATION AND ON AUGUST 22, 2014 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 $6,659,327 - EQUITY TRANSFER WITH HPH HAWAI'I PACIFIC HEALTH 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246363 HOLDING CO. HI 501(c)(3) 11b-TYPE II NA false KAPI'OLANI MEDICAL CENTER WMN & CHILDREN 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990177350 HOSPITAL HI 501(c)(3) 3 NA true KAPI'OLANI HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246364 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 WILCOX MEMORIAL HOSPITAL 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990074365 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 WILCOX HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990204242 FUNDRAISING HI 501(c)(3) 7 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 24TH FLOOR HONOLULU HI 96813 990109350 FUNDRAISING HI 501(c)(3) 7 NA true PROVIDERS INSURANCE CORPORATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 710893000 NFP INSURANCE HI 501(c)(3) 11b-TYPE II NA true PALI MOMI FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 383840327 FUNDRAISING HI 501(c)(3) 7 NA true ASC PACIFIC VENTURES LLC AMBU. SURG. CNTR AL NA 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 MEDICAL CNTR FOR WOMEN & CHILDREN q 281133 FMV KAPI'OLANI MEDICAL CNTR FOR WOMEN & CHILDREN p 7822121 FMV KAPI'OLANI MEDICAL CNTR FOR WOMEN & CHILDREN r 130151 FMV PROVIDERS INSURANCE CORPORATION r 1139815 FMV KAPI'OLANI HEALTH FOUNDATION c 87094 FMV STRAUB CLINIC & HOSPITAL s 56742 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