2014-10-29T11:07:23-05:00 2013-12-31 KPMG LLP 1918 Eighth Avenue Suite 2900 Seattle WA 98101 990 2013-01-01 911246278 GROUP HEALTH FOUNDATION % MARTIN DOPPS GROU 2064487330 320 WESTLAKE AVE N Suite STE 100 SEATTLE WA 981095233 DIANA BIRKETT RAKOW PRESIDENT 2064487330 2014-10-17 true SUE ROBISON P00560072 2064487330 2014-10-28 2013 2015-11-30 17:44:51Z DIANA BIRKETT RAKOW 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 98109 5883263 false X www.GHC.org/foundation X 1983 WA TO IMPROVE THE HEALTH OF OUR COMMUNITIES BY PARTNERING WITH GROUP HEALTH COOPERATIVE, A 501(C)(3) ORGANIZATION, TO INVEST IN RESEARCH, QUALITY HEALTH CARE AND COMMUNITY PARTNERSHIPS. 22 17 0 225 0 2597733 3555789 0 0 611831 552996 -253800 -329123 2955764 3779662 2425108 2132692 0 0 0 0 224582 144746 146442 52217 53096 2701907 2330534 253857 1449128 21476297 26152798 2773114 3087616 18703183 23065182 X GROUP HEALTH FOUNDATION (THE FOUNDATION) IS A NOT FOR PROFIT ORGANIZATION UNDER SECTION 170(B)(1)(A)(VI) OF THE INTERNAL REVENUE CODE. THE FOUNDATION'S PURPOSE IS TO IMPROVE THE HEALTH OF OUR COMMUNITIES BY PARTNERING WITH GROUP HEALTH COOPERATIVE, A 501(C)(3) CHARITABLE ORGANIZATION, TO INVEST IN INNOVATIVE RESEARCH, QUALITY HEALTH CARE AND COMMUNITY PARTNERSHIPS. TO THAT END, IN 2013, THE FOUNDATION AWARDED GRANTS, PROVIDED TECHNICAL ASSISTANCE, AND CONDUCTED SPECIFIC PROGRAMS FUNDED THROUGH A VARIETY OF SOURCES, DESIGNED TO PROMOTE CHILDREN'S HEALTH AND FITNESS, HEALTH EDUCATION AND PREVENTIVE CARE, HEALTH CARE QUALITY, HEALTH-RELATED RESEARCH, AND DIVERSITY. THESE ACTIVITIES ARE INTENDED TO ULTIMATELY PRODUCE HEALTHIER COMMUNITIES AND MORE AFFORDABLE HEALTH CARE. false false 1098726 1098726 QUALITY OF CARE AND SERVICE: THE PARTNERSHIP FOR INNOVATION BEGAN IN 2008 TO PROMOTE NON-PROPRIETARY AND PUBLIC DOMAIN INNOVATION AND RESEARCH AT GROUP HEALTH. THE PLAN AIMS TO RAISE FUNDS TO SUPPORT INNOVATION, FOSTER THE CULTURE OF INNOVATION, SUPPORT ONGOING EFFORTS TO INNOVATE, SUPPORT LONG-TERM STRATEGIC OBJECTIVES, AND ASSIST IN TRANSFORMING STRATEGIC OBJECTIVES. GROUP HEALTH FOUNDATION FUNDS PILOT TESTS, EVALUATIONS AND DISSEMINATION. INNOVATION GRANTS -SUPPORTED A GRANT PROGRAM WHERE 11 PROPOSALS WERE REVIEWED, EIGHT PROPOSALS WERE FUNDED, 16 PILOT TESTS WERE IMPLEMENTED, ONE CASE STUDY WAS FUNDED, AND MANUSCRIPTS WERE PUBLISHED IN PEER-REVIEWED JOURNALS. FELLOWSHIPS AND LEADERSHIP GRANTS -SUPPORTED TWO POST-DOCTORAL FELLOWSHIP POSITIONS IN THE GROUP HEALTH RESEARCH INSTITUTE. PROVIDED GRANTS TO TWO PHYSICIANS PARTICIPATING IN THE TOMORROW'S MEDICAL LEADERS PROGRAM. 455511 455511 CHILDREN'S HEALTH: THE CAMPAIGN TO INCREASE IMMUNIZATION RATES BEGAN IN 2008 WITH STRATEGIES TO ADDRESS VACCINE HESITANCY AND TO INCREASE ACCESS TO FREE IMMUNIZATIONS. THE SECOND PHASE OF THE PROGRAM BEGAN IN 2011 AND MAINTAINED ITS FOCUS ON PROVIDERS, PARENTS AND SCHOOLS. PROVIDERS -SUPPORTED A 3-YEAR RANDOMIZED CONTROLLED TRIAL INVOLVING 56 CLINICS IN TWO COUNTIES, 471 PROVIDERS IN 36 CLINICS WERE TRAINED WITH THE PROVIDER TOOL KIT, AND 488 MOTHERS WERE RECRUITED FOR PRE AND POST-TEST SURVEYS. THE THIRD AND FINAL YEAR BEGAN IN JULY 2013. PARENTS -SUPPORTED THE DEVELOPMENT OF THE PARENT ADVOCATE CURRICULUM TO PROMOTE PARENTS' PEER-TO-PEER SUPPORT OF IMMUNIZATIONS, 14 PARENT ADVOCATES WERE RECRUITED AND TRAINED, 10 SCHOOLS AND CHILD CARE CENTERS WERE RECRUITED FOR THE PILOT TEST, AND A FORMATIVE EVALUATION WAS CONDUCTED IN 2013. THE THIRD AND FINAL YEAR BEGAN IN JULY 2013. SCHOOLS -SUPPORTED A STATE-WIDE NEEDS ASSESSMENT WITH INPUT FROM 152 SCHOOLS IN 89 SCHOOL DISTRICTS, THE DEVELOPMENT OF A TOOL KIT TO IMPROVE IMMUNIZATION RECORD KEEPING FOR SCHOOL STAFF, AND PILOT TESTED AND EVALUATED IN 5 SCHOOL DISTRICTS AND 2 CHILD CARE CENTERS. HEALTH EDUCATION -MAINTAINED THE HEALTH TREK FITNESS AND NUTRITION WEBSITE SERVING OVER 1200 UNDUPLICATED VISITORS PER MONTH DURING THE SCHOOL YEAR. MAINTAINED THE BLOOD & GUTS HEALTH EDUCATION PROGRAM WHERE HANDS-ON EXHIBITS WERE LOANED TO COMMUNITY AGENCIES 95 TIMES PER YEAR REACHING OVER 17,000 PEOPLE. SCHOOL-BASED HEALTH CENTERS -SPONSORED WASHINGTON ALLIANCE FOR SCHOOL HEALTH CARE'S ANNUAL CONFERENCE. CONTRIBUTED TO THE DEVELOPMENT OF THE TEEN CENTER IN BREMERTON. 197490 197490 PREVENTION AND HEALTH PROMOTION: SUPPORTED FREE PERTUSSIS IMMUNIZATION CLINICS IN SNOHOMISH COUNTY. RESEARCH WAS CONDUCTED TO DEVELOP THE SILENCE WHOOPING COUGH CAMPAIGH IN THURSTON, KING, PIERCE, AND SPOKANE COUNTIES. 314428 314428 EVALUATION & RESEARCH 16164 16164 DIVERSITY 50373 50373 SCHOLARSHIPS/AWARDS/GRANTS 380965 380965 2132692 true true false false false false false false true true false false false true true false false true false false false false false true true false false true true true false false false false false false false false true false false false false true false false false true 28 0 true 0 false false false false false true true false false false false X 22 17 false false false false true true true true true false false true true true true true true false false false WA X X MARTIN DOPPS 2064485146 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 981095233 SCOTT E ARMSTRONG DIRECTOR/SECRETARY 1.0 40.0 X X 0 1416476 -19266 BARBARA SHICKICH DIRECTOR/CHAIR 1.0 0.0 X X 0 0 0 ROBIN L SHULER CPA MBA DIRECTOR/ TREASURER 1.0 0.0 X X 0 0 0 KEVIN SULLIVAN DIRECTOR/VICE CHAIR 1.0 0.0 X X 0 0 0 JAMES WONG DIRECTOR/IMMEDIATE PAST CHAIR 1.0 0.0 X X 0 0 0 ALEX BOGAARD DIRECTOR 1.0 0.0 X 0 0 0 PHILLIP K BUSSEY DIRECTOR 1.0 0.0 X 0 0 0 GRACE CHIEN DIRECTOR 1.0 0.0 X 0 0 0 IRA FIELDING MD DIRECTOR 1.0 0.0 X 0 0 0 NANCY GIUNTO DIRECTOR 1.0 0.0 X 0 0 0 DEBORAH HUNTINGTON DIRECTOR 1.0 40.0 X 0 375848 24085 JANE A JOHNSON DIRECTOR 1.0 0.0 X 0 0 0 ERIC B LARSON MD DIRECTOR 1.0 40.0 X 0 454299 14436 JEFF LINDENBAUM MD DIRECTOR 1.0 0.0 X 0 0 0 NEIL L MCREYNOLDS DIRECTOR 1.0 0.0 X 0 0 0 MARC MORA MD DIRECTOR 1.0 0.0 X 0 0 0 JEFF SAKUMA DIRECTOR 1.0 40.0 X 0 142342 14732 SANDEEP SINHA DIRECTOR 1.0 0.0 X 0 0 0 BARBARA TREHEARNE PHD RN DIRECTOR 1.0 40.0 X 0 371327 17549 JANET WAINWRIGHT DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL WANDERER MD DIRECTOR 1.0 0.0 X 0 0 0 GEORGE H WILLIAMS DIRECTOR 1.0 0.0 X 0 0 0 LAURA REHRMANN PRESIDENT 20.0 20.0 X 0 379951 10690 0 3140243 62226 0 false true false HARRIS CONNECT LLC 1400-A CROSSWAYS BLVD CHESAPEAKE VA 23320 TELEFUNDRAISING 117555 GMMB INC 3050 K STREET NW STE 100 WASHINGTON DC 20007 ISSUES ADVOCACY 138309 TOLO EVENTS 2717 WESTERN AVENUE STE 1106 SEATTLE WA 98121 EVENT MANAGEMENT 146875 3 617189 744996 2193604 226543 3555789 0 430699 430699 0 0 0 0 0 1810555 1688258 122297 122297 122297 86220 617189 415343 -329123 -329123 0 0 0 3779662 223873 2082319 2082319 50373 50373 0 0 0 0 0 0 0 0 0 0 0 0 144746 144746 51400 51400 0 0 0 0 0 0 0 0 0 0 0 0 1696 1696 2330534 2132692 51400 146442 0 0 471416 1552297 9651 3089 5602 15621 0 0 0 0 0 0 0 0 0 0 0 18325503 21768665 0 0 0 0 0 0 2664126 2813126 21476297 26152798 0 0 1448501 1752427 0 0 0 0 129943 189002 0 0 0 0 0 0 1194670 1146187 2773114 3087616 X 4949006 6417900 5568486 7349921 8185691 9297361 18703183 23065182 21476297 26152798 1449128 2912871 X false true X true false X 2945890 2693144 2992101 2597733 3555789 14784657 0 0 2945890 2693144 2992101 2597733 3555789 14784657 2391937 12392720 259742 379529 592471 508627 430699 2171068 0 75875 68750 78125 94415 86220 403385 17359110 0.71390 0.72527 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true X 8185691 1111670 9297361 8106493 79198 8185691 7695755 410738 8106493 7594293 101462 7695755 7542245 52048 7594293 1.00000 false false ANNUITY PORTFOLIO 2128726 TIME SHARE CONDO 7469 LIFE INSURANCE POLICIES CSV 81208 RECEIVABLES FROM AFFILIATES 595723 2813126 0 ANNUITIES PAYABLE 990034 ANNUITIES RESERVE 156153 1146187 9597932 2912870 2490057 5402927 4195005 -415343 -415343 3779662 5235934 2490057 415343 2905400 2330534 2330534 PART IV LINE 2B FUNDS WERE GIVEN TO THE FOUNDATION TO GIVE TO SPECIFICALLY NAMED BENEFICIARIES. PART V LINE 4 PROCEEDS FROM THE FOUNDATION'S ENDOWMENT FUNDS ARE USED TO FURTHER ITS MISSION OF CREATING BETTER HEALTH. PROCEEDS MAY BE USED TO FUND THE FOUNDATION'S GRANT OR SCHOLARSHIP PROGRAMS OR BE USED DIRECTLY TO ENHANCE PATIENT CARE AT GROUP HEALTH OR IN THE COMMUNITY. PART XI LINE 4B SPECIAL EVENTS REVENUE (GALA) -$375,031 SPECIAL EVENTS REVENUE (FUN RUN) -$40,312 --------- TOTAL OTHER -$415,343 PART XII LINE 2D SPECIAL EVENTS REVENUE (GALA) $375,031 SPECIAL EVENTS REVENUE (FUN RUN) $40,312 -------- TOTAL OTHER $415,343 X X X X X X true HARRIS CONNECT LLC TELE- FUNDRAISING false 348642 117555 231087 CCS PRINTING DIRECT MAIL false 40356 33210 7146 388998 150765 238233 WA GALA 634437 566312 68125 16047 358984 FUN RUN 68972 50877 18095 40312 0 0 0 0 0 0 0 0 0 0 703409 617189 86220 0 16047 0 0 0 399296 415343 -329123 true GROUP HEALTH COOPERATIVE 320 WESTLAKE AVE N SEATTLE WA 98109 910511770 501(c)(3) 1098218 ENHANCE QUALITY CARE GROUP HEALTH COOPERATIVE 320 WESTLAKE AVE N SEATTLE WA 98109 910511770 501(c)(3) 195021 PREVENTION AND GROUP HEALTH COOPERATIVE 320 WESTLAKE AVE N SEATTLE WA 98109 910511770 501(C)(3) 263580 PROMOTE CHILDREN'S HEALTH BOYS AND GIRLS CLUB OF SOUTH PUGET SOUND 3875 SOUTH 66TH ST TACOMA WA 98409 910759832 501(C)(3) 11384 PROMOTE CHILDREN'S HEALTH SCHOOL BASED HEALTH ALLIANCE 1010 VERMONT AVE NW SUITE 600 WASHINGTON DC 20005 541752058 501(c)(3) 10000 PROMOTE CHILDREN'S HEALTH WITHIN REACH 155 NE 100TH ST STE 500 SEATTLE WA 98125 911443685 501(C)(3) 165046 PROMOTE CHILDREN'S HEALTH GROUP HEALTH COOPERATIVE 320 WESTLAKE AVE N SEATTLE WA 98109 910511770 501(c)(3) 329110 GENERAL MISSION SUPPORT 3 1 SCHOLARSHIPS FOR HEALTH-RELATED CAREER STUDENTS 21 31709 EMERGENCY ASSISTANCE GRANTS 22 18664 ORGANIZATION'S PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS SCHEDULE I, PART IV GRANT RECIPIENTS ARE REQUIRED TO COMPLETE AND SIGN AN ACKNOWLEDGMENT OF GRANT COMPLIANCE FORM UPON ACCEPTANCE OF THE AWARD, INDICATING THE BEGINNING AND END DATES OF THE PROJECT, PROGRESS REPORT DEADLINES, AND A PROJECT OVERVIEW. PROGRESS REPORTS ARE SUBMITTED ACCORDING TO THE AGREED-UPON SCHEDULE TO THE DIRECTOR OF GRANTS AND COMMUNITY PROGRAMS, AND INCLUDE EXPENDITURE DETAILS AND ACTIVITIES OR IMPACT MADE TO DATE. PROGRESS AND GRANT SUMMARIES ARE PRESENTED TO THE FOUNDATION BOARD OF DIRECTORS AT LEAST ANNUALLY. UNSPENT FUNDS AT THE GRANT'S CONCLUSION ARE RETURNED TO THE FOUNDATION. THE FOUNDATION ALSO MANAGES DONATIONS RESTRICTED FOR THE USE OF PARTICULAR GROUP HEALTH PROGRAMS AND DEPARTMENTS. AFTER AN EXPENSE THAT MEETS A DONOR RESTRICTION HAS BEEN INCURRED, THE DEPARTMENT'S MANAGER MAY REQUEST A REIMBURSEMENT. THE REIMBURSEMENT MUST BE APPROVED BY BOTH THE DEPARTMENT'S ADMINISTRATOR AND A FOUNDATION MANAGER. false true false false false false false false false SCOTT E ARMSTRONG DIRECTOR/SECRETARY 0 968017 0 275684 0 172775 0 -43400 0 24806 0 1397882 0 0 DEBORAH HUNTINGTON DIRECTOR 0 288305 0 55618 0 31925 0 5100 0 19657 0 400605 0 0 ERIC B LARSON MD DIRECTOR 0 341457 0 71911 0 40931 0 5000 0 10309 0 469608 0 0 JEFF SAKUMA DIRECTOR 0 124504 0 10813 0 7025 0 2692 0 12394 0 157428 0 0 BARBARA TREHEARNE PHD RN DIRECTOR 0 283856 0 52838 0 34633 0 4621 0 14206 0 390154 0 0 LAURA REHRMANN PRESIDENT 0 282364 0 55590 0 41997 0 4601 0 7020 0 391572 0 0 SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PART 1, LINE 4B OFFICERS AND DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. THE GROUP HEALTH COOPERATIVE PRESIDENT AND CEO, THE EXECUTIVE VICE PRESIDENTS, AND THE VICE PRESIDENTS ARE ELIGIBLE TO PARTICIPATE IN A NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("THE PLAN") APPROVED BY THE GROUP HEALTH COOPERATIVE BOARD OF TRUSTEES COMPENSATION COMMITTEE AND ADMINISTERED BY THE COMPENSATION COMMITTEE. GROUP HEALTH CREDITS TO THE ACCOUNT OF EACH ACTIVE PARTICIPANT AN ANNUAL CONTRIBUTION AMOUNT OF NINE PERCENT OF THE PARTICIPANT'S BASE SALARY AND 15.3% FOR THE CEO. THE FORMULA FOR THE ANNUAL CONTRIBUTION IS BASED ON THE PARTICIPANT'S BASE SALARY AND EXCLUDES ANY INCENTIVE PLAN OR BONUS PAYMENT AMOUNTS. THE PLAN BALANCES ARE SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE UNTIL THE PARTICIPANT HAS VESTED AND MET OTHER PLAN REQUIREMENTS. VESTING OCCURS AFTER EITHER THREE YEARS OR FIVE YEARS FROM THE DATE ON WHICH A PARTICIPANT ENTERS THE PLAN, BASED ON THE PARTICIPANT'S DATE OF HIRE (AS OF JANUARY 1, 2008, ALL NEW EXECUTIVE VICE PRESIDENT AND VICE PRESIDENT HIRES ARE SUBJECT TO A FIVE-YEAR VESTING SCHEDULE). PARTICIPANTS WHO INCUR A SEPARATION FROM SERVICE PRIOR TO THEIR VESTING DATE ARE NOT ELIGIBLE FOR PLAN DISTRIBUTIONS UNLESS CERTAIN PLAN CONDITIONS ARE MET. A PARTICIPANT REMAINS ELIGIBLE TO PARTICIPATE UNTIL HIS OR HER ACCOUNT BALANCE IS EITHER FULLY DISTRIBUTED OR FORFEITED. PART II (A) SCOTT ARMSTRONG - DIRECTOR/SECRETARY: OFFICERS AND DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. SCOTT ARMSTRONG IS THE PRESIDENT AND CEO OF GROUP HEALTH COOPERATIVE AND RECEIVES THE COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE. DEBORAH HUNTINGTON - DIRECTOR: DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. DEBORAH HUNTINGTON IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE, AND RECEIVES HER COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE. ERIC LARSON - DIRECTOR: DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. ERIC LARSON IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE, AND RECEIVES HIS COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE. JEFFREY SAKUMA - DIRECTOR: DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. JEFFREY SAKUMA IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE, AND RECEIVES HIS COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE. BARBARA TREHEARNE - DIRECTOR: DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. BARBARA TREHEARNE IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE, AND RECEIVES HER COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE. LAURA REHRMANN - PRESIDENT: OFFICERS AND DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. THE PRESIDENT OF THE FOUNDATION, LAURA REHRMANN, IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE. BY CONTRACT, GROUP HEALTH COOPERATIVE CONTRIBUTES THE TIME AND SERVICES OF MS. REHRMANN TO SERVE AS PRESIDENT OF THE FOUNDATION. COMPENSATION METHODS PART I, LINE 3 OFFICERS AND DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. THE GROUP HEALTH PRESIDENT AND CEO, THE EXECUTIVE VICE PRESIDENTS, AND THE VICE PRESIDENTS ARE EACH PARTIES TO WRITTEN EMPLOYMENT AGREEMENTS WITH GROUP HEALTH COOPERATIVE THAT PROVIDE FOR COMPENSATION AND BENEFITS. THE PRESIDENT AND CEO'S COMPENSATION AGREEMENT IS APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. X 578 REPLACEMENT COST X 5 188064 MARKET STOCK PRICE X 1 899 REPLACEMENT COST X 1 2404 REPLACEMENT COST X GALA PRINTING 2 26548 REPLACEMENT COST X MEDICAL SPA GIFT CARDS 1 2000 REPLACEMENT COST X KIDS QUEST MEMBERSHIP 1 95 REPLACEMENT COST X TANGERINE TRAVEL 1 1000 REPLACEMENT COST 12 false true false OTHER NONCASH CONTRIBUTIONS SCHEDULE M, PART I GROUP HEALTH FOUNDATION HAS REPORTED ON SCHEDULE M, PART I, COLUMN (B) THE TOTAL NUMBER OF 12 CONTRIBUTIONS RECEIVED. MEMBERS OR STOCKHOLDERS PART VI, SECTION A, LINE 6 GROUP HEALTH FOUNDATION IS ORGANIZED AS A NOT-FOR-PROFIT ORGANIZATION, GOVERNED BY AN ELECTED BOARD OF DIRECTORS. GROUP HEALTH COOPERATIVE IS THE SOLE MEMBER OF THE GROUP HEALTH FOUNDATION. GROUP HEALTH COOPERATIVE IS ALSO A 501(c)(3) ORGANIZATION. ITS BOARD OF TRUSTEES IS ITS GOVERNING BODY. VOTING OF THE GOVERNING BODY PART VI, SECTION A, LINE 7A GROUP HEALTH FOUNDATION'S MEMBER (GROUP HEALTH COOPERTIVE) CONTROLS THE ELECTION OF THE FOUNDATION'S BOARD OF DIRECTORS, BECAUSE THE ELECTION OF THE FOUNDATION DIRECTORS IS SUBJECT TO CONFIRMATION BY THE MEMBER. DECISION OF THE GOVERNING BODY APPROVAL PART VI, SECTION A, LINE 7B THE FOLLOWING POWERS ARE RESERVED TO THE MEMBER: 1) THE POWER TO ALTER, AMEND, REPEAL OR SUSPEND THE BYLAWS OR ADOPT NEW BYLAWS, EXCEPT AS SUCH POWER IS SPECIFICALLY DELEGATED IN THE BYLAWS TO THE BOARD OF DIRECTORS; 2) ADOPTION OF AMENDMENTS OF THE ARTICLES OF INCORPORATION; 3) APPROVAL OF A PLAN OF MERGER OR CONSOLIDATION; 4) AUTHORIZATION OF THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION; 5) AUTHORIZATION OF THE VOLUNTARY DISSOLUTION OF THE CORPORATION AND ADOPTION OF ANY PLAN OF DISTRIBUTION. FORM 990 REVIEW PROCESS PART VI, SECTION B, LINE 11A THE BOARD OF DIRECTORS DELEGATED THE REVIEW OF THE FORM 990 TO THE FINANCE & AUDIT COMMITTEE. THE ORGANIZATION'S DIRECTOR OF OPERATIONS WORKED WITH THE GROUP HEALTH COOPERATIVE MANAGER OF STATUTORY AND TAX REPORTING AND THE OUTSIDE ACCOUNTING FIRM ENGAGED TO PREPARE THE RETURN. SUBSEQUENT TO ITS PREPARATION, THE FINANCE & AUDIT COMMITTEE REPORTED BACK TO THE BOARD REGARDING ITS REVIEW OF THE FORM 990. A COMPLETE COPY OF THE FINAL FORM 990 WAS PROVIDED TO ALL VOTING MEMBERS PRIOR TO FILING WITH THE IRS. MONITORING & ENFORCING COMPLIANCE WITH POLICY PART VI, SECTION B, LINE 12C DIRECTOR AND OFFICER WRITTEN CONFLICT OF INTEREST DISCLOSURE GHF DIRECTORS AND OFFICERS SHALL PROVIDE A WRITTEN DECLARATION OF ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST OR ATTEST THAT NO SUCH CONFLICTS EXIST ON AN ANNUAL BASIS USING FORMS AND PROCEDURES DEVELOPED BY THE CHIEF COMPLIANCE OFFICER OF GROUP HEALTH. THE CHIEF COMPLIANCE OFFICER, OR HIS/HER DESIGNEE, WILL REVIEW THE ANNUAL DISCLOSURES FOR COMPLIANCE WITH THIS POLICY. ANY APPARENT CONFLICTS OF INTEREST OR INSTANCES OF NONCOMPLIANCE WITH THIS POLICY WILL BE REFERRED BY THE CHIEF COMPLIANCE OFFICER TO THE CHAIR OF THE GHF FOR RESOLUTION AS DESCRIBED BELOW. DURING THE YEAR, DIRECTORS AND OFFICERS SHALL REPORT MATERIAL ADDITIONS OR CHANGES TO THE INFORMATION PROVIDED ON ANNUAL CONFLICT OF INTEREST DECLARATIONS. THESE ADDITIONS OR CHANGES TO THE DECLARATIONS WILL BE SUBMITTED AND ASSESSED BY THE CHIEF COMPLIANCE OFFICER AND FORWARDED TO THE EXECUTIVE COMMITTEE, AS NECESSARY, FOLLOWING THE PROCESS USED FOR ANNUAL DECLARATIONS. THE CHAIR OF THE GHF SHALL COUNSEL ANY DIRECTOR OR OFFICER ABOUT ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AND OTHER INSTANCES OF NONCOMPLIANCE WITH THIS POLICY, INCLUDING APPARENT UNDISCLOSED CONFLICTS OF INTEREST AND, IF NOT RESOLVED TO HIS/HER SATISFACTION, SHALL PLACE THE MATTER ON THE AGENDA OF AN EXECUTIVE SESSION. THE CHIEF COMPLIANCE OFFICER WILL SUPPORT THE CHAIR IN FULFILLING THIS RESPONSIBILITY. DIRECTOR DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICT OF INTERESTS IN ADVANCE OF BOARD ACTION. EACH DIRECTOR IS OBLIGATED TO DISCLOSE ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN SUCH AN INTEREST BECOMES A MATTER FOR BOARD ACTION. AFTER DISCLOSURE OF A POTENTIAL CONFLICT OF INTEREST, INCLUDING ALL MATERIAL FACTS, AND AFTER DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE REMAINING MEMBERS DISCUSS AND VOTE ON WHETHER A CONFLICT OF INTEREST EXISTS. IF THERE IS A CONFLICT OF INTEREST, THE INTERESTED PERSON MAY PROVIDE A PRESENTATION TO THE BOARD OR COMMITTEE REGARDING THE TRANSACTION AND ANSWER ANY QUESTIONS REGARDING THE PROPOSED TRANSACTION. THE INTERESTED PERSON MUST THEN LEAVE THE MEETING DURING ANY DISCUSSION OF AND THE VOTE ON THE TRANSACTION OR ARRANGEMENT THAT RESULTED IN A CONFLICT OF INTEREST. AFTER THE INTERESTED PERSON HAS LEFT THE BOARD OR COMMITTEE MEETING, THE REMAINING MEMBERS SHALL FIRST DISCUSS WHETHER IT IS APPROPRIATE TO APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AN EXAMPLE OF A CIRCUMSTANCE WHERE IT MAY NOT BE APPROPRIATE TO INVESTIGATE ALTERNATIVES WOULD BE CONFLICTS ARISING IN THE GHF'S GRANT MAKING AND AWARDING PROCESS. THE PURPOSE OF SUCH INVESTIGATION SHALL BE WHETHER THE GHF CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST IS NOT REASONABLY ATTAINABLE UNDER THE CIRCUMSTANCES, THE DISINTERESTED MEMBERS OF THE BOARD OR COMMITTEE SHALL VOTE ON THE TRANSACTION OR ARRANGEMENT CONSIDERING WHETHER IT IS IN THE BEST INTEREST OF GHF AND FAIR AND REASONABLE TO GHF. OFFICER DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICT OF INTEREST GHF OFFICERS SHALL DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN SUCH AN INTEREST IS RELEVANT TO A MATTER IN WHICH THEY HAVE A ROLE, EITHER DIRECTLY OR THROUGH SUBORDINATES ACTING AT THEIR DIRECTION. ANY GHF OFFICER HAVING AN ACTUAL CONFLICT OF INTEREST RELATED TO A MATTER AT ISSUE SHOULD NOT PARTICIPATE IN THE MATTER OR USE HIS/HER PERSONAL OR PROFESSIONAL INFLUENCE ON THE MATTER. ANY GHF OFFICER WHO MAY HAVE A POTENTIAL CONFLICT OF INTEREST IS EXPECTED TO ABSTAIN FROM PARTICIPATION OR STATING HIS/HER POSITION IN THE MATTER, OR MAY ASK HIS/HER DIRECT SUPERVISOR TO DETERMINE IF HE/SHE FEELS THE POTENTIAL CONFLICT OF INTEREST IS SIGNIFICANT ENOUGH TO MAKE IT APPROPRIATE FOR THE INDIVIDUAL TO ABSTAIN FROM PARTICIPATION IN THE MATTER. CONSULTATION WITH THE CHIEF COMPLIANCE OFFICER IS RECOMMENDED WHEN IT IS DIFFICULT TO DETERMINE WHETHER THE CIRCUMSTANCES CONSTITUTE A CONFLICT OF INTEREST. ORGANIZATION COMPENSATION REVIEW & APPROVAL PART VI, SECTION B, LINE 15 OFFICERS AND DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. OFFICERS AND DIRECTORS RECEIVE COMPENSATION AND BENEFITS FROM GROUP HEALTH COOPERATIVE (GHC). GROUP HEALTH COOPERATIVE (GHC) IS GOVERNED BY AN INDEPENDENT BOARD OF TRUSTEES ("THE BOARD"), COMPRISED OF 11 CONSUMERS ELECTED BY GHC'S VOTING MEMBERS. THE BOARD HAS DELEGATED TO THE COMPENSATION COMMITTEE OF THE BOARD (THE "COMMITTEE") THE RESPONSIBILITY FOR NEGOTIATING AND APPROVING THE EMPLOYMENT AGREEMENT AND COMPENSATION PACKAGE FOR THE GHC PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO"); APPROVING THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY THAT DRIVES ALL EXECUTIVE COMPENSATION DECISIONS; AND APPROVING COMPENSATION FOR THE EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS OF GHC (EXCEPT FOR COMPENSATION ESTABLISHED IN THE INITIAL WRITTEN CONTRACTS OFFERED TO CANDIDATES FOR VICE PRESIDENT POSITIONS WHO ARE NOT THEN EMPLOYED BY GHC AND WHO HAVE NOT BEEN DETERMINED TO BE A "DISQUALIFIED PERSON" UNDER APPLICABLE IRS REGULATIONS, AS TO WHOM THE BOARD HAS DELEGATED SUCH AUTHORITY TO THE CEO). THE FIVE MEMBERS OF THE COMMITTEE ARE THE CHAIR OF THE BOARD OF TRUSTEES, THE VICE CHAIR, AND THREE ADDITIONAL TRUSTEES SELECTED BY THE CHAIR. AS ADOPTED BY THE COMMITTEE, THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY PROVIDES THAT GHC WILL MAINTAIN AN EXECUTIVE TOTAL COMPENSATION PROGRAM DESIGNED TO FACILITATE THE ACHIEVEMENT OF ITS CHARITABLE MISSION, VALUES AND ORGANIZATIONAL GOALS. EXECUTIVE COMPENSATION IS SET AT A LEVEL THAT ENABLES THE ORGANIZATION TO ATTRACT, RETAIN, MOTIVATE AND REWARD THE HIGHEST CALIBER EXECUTIVES AT A COST THAT IS CONSISTENT WITH OUR PERFORMANCE AND CHARITABLE MISSION. BASED UPON THOSE PRINCIPLES, THE PHILOSOPHY CONFIRMS THAT COMPENSATION WILL BE COMPARED TO COMPARABLE ORGANIZATIONS (HMOS AND MANAGED CARE, HEALTH CARE, AND HEALTH INSURANCE ORGANIZATIONS), AND THAT BASE SALARY RANGES WILL BE BUILT AROUND 50TH PERCENTILE MARKET BASE PAY LEVELS, ANNUAL AND LONG-TERM INCENTIVES WILL BE TARGETED AT THE 50TH PERCENTILE (WITH AN OPPORTUNITY TO EARN ABOVE THAT LEVEL BASED ON PERFORMANCE), AND BENEFITS AND PERQUISITES WILL BE ESTABLISHED CONSISTENT WITH MARKET PRACTICES. A SIGNIFICANT PORTION OF EXECUTIVES' TOTAL COMPENSATION IS CONTINGENT ON INDIVIDUAL AND ORGANIZATIONAL PERFORMANCE. CONSISTENT WITH GHC'S PHILOSOPHY, THE COMMITTEE REVIEWS AND APPROVES THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING SALARY INCREASES AND INCENTIVE COMPENSATION CRITERIA FOR THE GHC CEO, EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS (WHICH GROUP INCLUDES ALL GHC KEY EMPLOYEES AND GHC OFFICERS, EXCLUDING THE CHAIR OF THE BOARD AND THE VICE CHAIR, WHO ARE NOT EMPLOYED BY GHC). THE COMMITTEE ALSO HIRES A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT (AN INDEPENDENT EXPERT) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF THE CEO, EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. APPROPRIATE COMPARABILITY DATA IS OBTAINED FROM THE INDEPENDENT EXPERT, I.E., COMPENSATION PAID BY SIMILARLY SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT, OF SIMILAR SIZE AND IN THE SAME INDUSTRY) FOR SIMILAR JOB RESPONSIBILITIES. THE COMMITTEE'S WRITTEN RECORDS AND MINUTES INCLUDE THE (1) TERMS OF THE ARRANGEMENT WITH THE DISQUALIFIED PERSON (INCLUDING THE DATE THE ARRANGEMENT WAS APPROVED); (2) A LIST OF MEMBERS PRESENT DURING THE DEBATE ON THE TRANSACTION (AND HOW THE MEMBERS VOTED WHEN IT WAS APPROVED); AND (3) A DESCRIPTION OF THE COMPARABLE DATA RELIED ON BY THE COMMITTEE. KEY DELIBERATIONS OF THE COMMITTEE ARE ALSO DOCUMENTED IN MINUTES WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING. THE COMMITTEE'S COMPENSATION DECISIONS ARE SHARED WITH THE BOARD. PUBLIC INFORMATION PART VI, SECTION C, LINE 19 WHILE FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION, THE ORGANIZATION MAKES THESE DOCUMENTS AVAILABLE UPON REQUEST. FOUNDATION POLICIES INCLUDING CONFLICT OF INTEREST, DISCLOSURE OF MISCONDUCT (WHISTLEBLOWER) AND DOCUMENT RETENTION AND DESTRUCTION ARE AVAILABLE ON THE WEBSITE. FOUNDATION FORM 990 IS ALSO AVAILABLE ON THE WEBSITE. NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS PART XI, LINE 5 UNRESTRICTED - UNREALIZED GAIN/LOSS ON INVESTMENTS $1,031,771 TEMPORARY RESTRICTED - UNREALIZED GAIN/LOSS ON INVESTMENTS $1,781,421 ANNUITY RESERVE ADJUSTMENTS - UNREALIZED GAIN/LOSS $99,679 ---------- TOTAL $2,912,871 GROUP HEALTH COOPERATIVE 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 98109 910511770 HOSPITAL WA 501(c)(3) 3 NA false GROUP HEALTH NORTHWEST 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 98109 911216856 INACTIVE WA 501(c)(3) 11A GHC false GROUP HEALTH OPTIONS INC 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 981095233 911467158 INSURANCE WA NA C CORP false KPS HEALTH PLANS 400 WARREN AVE BREMERTON WA 98337 910540525 INSURANCE WA NA C Corp false GROUP HEALTH SERVICES INC 302 WESTLAKE AVE N SUITE 100 SEATTLE WA 981095233 911392222 INACTIVE WA NA C Corp false GROUP HEALTH OF WASHINGTON 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 981095233 911314907 INACTIVE WA NA C Corp false false true true false false false false false false false false false false false true false false false false