2013-10-28T17:05:17-05:00 2012-12-31 KPMG LLP 1918 Eighth Avenue Suite 2900 Seattle WA 98101 990 2012-01-01 911246278 GROUP HEALTH FOUNDATION % MARTIN DOPPS GROU 2064487330 320 Westlake Ave N Suite STE 100 Seattle WA 981095233 LAURA N REHRMANN 2064487330 2013-10-25 true ROBISON Sue 2069134000 2012 2016-02-25 16:41:14Z LAURA REHRMANN 320 WESTLAKE AVE N SUITE 100 SEATTLE WA 98109 4219545 false X www.GHC.org/foundation X 1983 WA To improve the health of our communities by partnering with group health coopertive, a 501(c)(3) organization, to invest in innovative research, quality health care and community partnerships. 21 16 0 225 0 2992101 2597733 0 0 484565 611831 -215655 -253800 3261011 2955764 2021478 2425108 0 0 0 0 129876 224582 228200 64938 52217 2216292 2701907 1044719 253857 19374263 21476297 2831949 2773114 16542314 18703183 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 2012, 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 1468085 1468085 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 38 proposals were reviewed, 16 pilot tests were implemented, a national conference was sponsored, and manuscripts were published in peer-review journals. Fellowships and Leadership grants -Supported a two-year post-doctoral Fellowship position in the Group Health Research Institute. Provided Leadership for Tomorrow grants to physicians. 579317 579317 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, providers in 36 clinics were trained with the provider tool kit, and 400 mothers were recruited for pre and post-test surveys. Parents -Supported the development of the Parent Advocate curriculum to promote parents' peer-to-peer support of immunizations, 13 parent advocates were recruited and trained, 7 schools and child care centers were recruited for the pilot test, and a formative evaluation was conducted in 2012 and 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 125 TIMES PER YEAR REACHING OVER 18,000 PEOPLE. SCHOOL-BASED HEALTH CENTERS -SPONSORED WASHINGTON ALLIANCE FOR SCHOOL HEALTH HARE'S ANNUAL CONFERENCE. CONTRIBUTED TO THE DEVELOPMENT OF THE TEEN CENTER IN BREMERTON. 265200 265200 PREVENTION AND HEALTH PROMOTION: Supported free pertussis immunization clinics in Snohomish County. Research was conducted to develop the Silence Whooping Cough campaign in Thurston, King, Pierce, and Spokane counties. 72690 72690 Evaluation & Research 8171 8171 Diversity 31645 31645 SCHOLARSHIPS/AWARDS/GRANTS 112506 112506 2425108 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 32 0 true 0 false false false false false true true false false false false X 21 16 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 1.0 40.0 X X 0 1109905 229671 PHILLIP K BUSSEY 1.0 0.0 X X 0 0 0 ROBIN L SHULER CPA MBA 1.0 0.0 X X 0 0 0 JAMES WONG 1.0 0.0 X X 0 0 0 ALEX BOGAARD 1.0 0.0 X 0 0 0 PETER DAVIS 1.0 0.0 X 0 0 0 IRA FIELDING MD 1.0 0.0 X 0 0 0 DEBBIE HUNTINGTON 1.0 40.0 X 0 373104 46162 JANE A JOHNSON 1.0 0.0 X 0 0 0 ERIC B LARSON MD 1.0 40.0 X 0 362708 56988 JEFF LINDENBAUM MD 1.0 0.0 X 0 0 0 NEIL L MCREYNOLDS 1.0 0.0 X 0 0 0 MICHELLE PURNELL - HEPBURN 1.0 0.0 X 0 0 0 JEFF SAKUMA 1.0 40.0 X 0 130430 23408 BARBARA SHICKICH 1.0 0.0 X 0 0 0 SANDEEP SINHA 1.0 0.0 X 0 0 0 KEVIN SULLIVAN 1.0 0.0 X 0 0 0 BARBARA TREHEARNE PHD RN 1.0 0.0 X 0 266393 17301 JANET WAINWRIGHT 1.0 0.0 X 0 0 0 MICHAEL WANDERER MD 1.0 0.0 X 0 0 0 GEORGE H WILLIAMS 1.0 0.0 X 0 0 0 LAURA REHRMANN 20.0 20.0 X 0 308931 34101 0 2551471 407631 0 false true false Harris Connect LLC 1400-A Crossways Blvd CHESAPEAKE VA 23320 TELEFUNDRAISING 118942 1 680697 466644 1450392 45464 2597733 0 508627 508627 0 0 0 0 0 1018770 915566 103204 103204 103204 94415 680697 348215 -253800 -253800 0 0 0 2955764 358031 2393463 2393463 31645 31645 0 0 0 0 0 0 0 0 0 0 0 0 224582 224582 48599 48599 0 0 24 24 0 0 0 0 0 0 0 0 0 3594 3594 2701907 2425108 48599 228200 0 0 744435 471416 14268 9651 0 5602 0 0 0 0 0 0 0 0 0 0 0 16386874 18325503 0 0 0 0 0 0 2228686 2664126 19374263 21476297 0 0 1290528 1448501 0 0 0 0 161561 129943 0 0 0 0 0 0 1379860 1194670 2831949 2773114 X 4262468 4949006 4173353 5568486 8106493 8185691 16542314 18703183 19374263 21476297 X 253857 1907012 X false true X true false X 2104795 2945890 2693144 2992101 2597733 13333663 0 0 2104795 2945890 2693144 2992101 2597733 13333663 1732668 11600995 531871 259742 379529 592471 508627 2272240 0 72250 75875 68750 78125 94415 389415 15995318 0.72527 0.70090 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true X 8106493 79198 8185691 7695755 410738 8106493 7594293 101462 7695755 7542245 52048 7594293 7409311 132934 7542245 1.00000 false false ANNUITY PORTFOLIO 2432260 TIME SHARE CONDO 9469 LIFE INSURANCE POLICIES CSV 75991 RECEIVABLES FROM AFFILIATES 146406 2664126 0 ANNUITIES PAYABLE 827690 ANNUITIES RESERVE 366980 1194670 7921956 1907013 2710964 4617977 3303979 -348215 -348215 2955764 5761087 2710965 348215 3059180 2701907 2701907 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) -$307,550 SPECIAL EVENTS REVENUE (FUN RUN) -$40,665 ---------- TOTAL OTHER -$348,215 PART XII LINE 2D SPECIAL EVENTS EXPENSE (GALA) $307,550 SPECIAL EVENTS REVENUE (FUN RUN) $40,665 -------- TOTAL OTHER $348,215 X X X X X X true Harris Connect LLC Tele- fundraising false 294437 128530 165907 CCS Printing Direct Mail false 24932 77464 -52532 319369 205994 113375 WA GALA 712587 633712 78875 14210 293340 FUN RUN 62525 46985 15540 40665 0 775112 680697 94415 14210 334005 348215 -253800 true Group Health Coopertive 320 Westlake Ave N Ste100 Seattle WA 98109 910511770 501(c)(3) 489902 Washington Alliance for School Health Care 3875 South 66th St Tacoma WA 98409 450937382 501(c)(3) 10000 Boys and Girls Club of South Puget Sound 3875 South 66th St Tacoma WA 98409 910759832 CITY BREMERTON 11448 WithinReach 155 NE 100th St STE 500 Seattle WA 98125 911443685 501(c)(3) 19638 Spokane Regional Health District 1101 W College Ave RM 360 Spokane WA 99201 911527532 City of Spokane 38129 Snohomish Health District 3020 Rucker Ave STE 308 Everett WA 98201 911866899 SNOHOMISH CNTY 10000 Group Health Coopertive 320 Westlake Ave N Seattle WA 98109 910511770 503(c)(3) 72690 Group Health Coopertive 320 Westlake Ave N Seattle WA 98109 910511770 501(c)(3) 5436 Group Health Coopertive 320 Westlake Ave N Seattle WA 98109 910511770 501(c)(3) 265200 Group Health Coopertive 320 Westlake Ave N Seattle WA 98109 910511770 501(c)(3) 1457769 Bellevue College Foundation 3000 Landerholm Circle SE A101 Bellevue WA 98007 911051671 501(c)(3) 7500 4 3 SCHOLARSHIPS FOR HEALTH-RELATED CAREER STUDENTS 11 14336 Emergency Assistance Grants 22 17309 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. X X X X false true false false false false false false false SCOTT E ARMSTRONG 946108 0 0 0 163797 0 201900 0 28444 0 1340249 0 0 DEBBIE HUNTINGTON 0 279557 0 0 0 93547 0 28025 0 18810 0 419939 0 0 ERIC B LARSON MD 0 326854 0 0 0 35854 0 28724 0 29704 0 421136 0 0 JEFF SAKUMA 0 124716 0 0 0 5714 0 11190 0 12389 0 154009 0 0 BARBARA TREHEARNE PHD RN 0 237364 0 0 0 29029 0 4918 0 13660 0 284971 0 0 LAURA REHRMANN 0 274356 0 0 0 34575 0 28270 0 6762 0 343963 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. 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. 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. DEBBIE HUNTINGTON - DIRECTOR: DIRECTORS OF THE FOUNDATION DO NOT RECEIVE COMPENSATION AND BENEFITS FROM THE FOUNDATION. DEBBIE HUNTINGTON, IS AN EMPLOYEE OF GROUP HEALTH COOPERATIVE, AND RECEIVES HER 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 RECEIVED HER SEVERANCE PAYMENT FROM GROUP HEALTH COOPERATIVE. ERIC LARSON, MD - 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. 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 3 12920 MARKET STOCK PRICE X 1 1699 REPLACEMENT COST X 1 3168 REPLACEMENT COST X GALA PRINTING 1 23677 REPLACEMENT COST X MEDICAL SPA GIFT CARDS 1 4000 REPLACEMENT COST 11 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 7 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). 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. THE FIVE MEMBERS OF THE COMMITTEE ARE THE CHAIR OF THE BOARD OF TRUSTEES, THE VICE CHAIR, THE IMMEDIATE PAST CHAIR, AND TWO 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 JUSTIFIABLE TO THE BOARD OF TRUSTEES AND OUR MEMBERS AND CONSISTENT WITH OUR CHARITABLE MISSION." BASED UPON THOSE PRINCIPLES, THE PHILOSOPHY CONFIRMS THAT ALTHOUGH COMPENSATION WILL BE COMPETITIVE AS COMPARED TO COMPARABLE HEALTH CARE ORGANIZATIONS, BASE SALARY RANGES WILL BE BUILT AROUND 50TH PERCENTILE MARKET BASE PAY LEVELS, ANNUAL 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. CONSISTENT WITH THIS 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 EXPERTS, 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 FULL BOARD OF TRUSTEES. 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 $708,788 TEMPORARY RESTRICTED - UNREALIZED GAIN/LOSS ON INVESTMENTS $1,036,954 ANNUITY RESERVE ADJUSTMENTS - UNREALIZED GAIN/LOSS $161,270 ---------- TOTAL $1,907,012 Group Health Cooperative 320 Westlake Ave N Suite 100 Seattle WA 98109 910511770 Hospital WA 501(c)(3) 3 NA false Auxiliary Group Health Cooperative 320 Westlake Ave N Suite 100 Seattle WA 98109 237438071 Auxiliary WA 501(c)(3) 11A GHC 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