2012-05-01T14:37:31-04:00 2011-06-30 ERNST & YOUNG US LLP 55 MERCHANT ST SUITE 1900 C-120 HONOLULU HI 96813 990 2010-07-01 990326099 KAUA'I MEDICAL CLINIC KAUA 8082451500 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 EARL INOUYE 2012-05-01 8085312037 2010 2016-02-24 21:20:13Z RAYMOND VARA 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 34331522 false X WWW.WILCOXHEALTH.ORG X 1967 HI TO PROVIDE MEDICAL CARE OF THE HIGHEST STANDARDS TO THE PEOPLE OF KAUA'I AT A REASONABLE COST. 7 3 246 84 0 0 254974 0 33230285 34237416 227 268 177000 93838 33662486 34331522 0 0 0 0 30470192 31883708 0 0 0 15251612 16355806 45721804 48239514 -12059318 -13907992 6671191 6715966 5067656 5075064 1603535 1640902 X THE KAUA'I MEDICAL CLINIC IS A NONPROFIT MULTI-SPECIALTY CLINIC WHOSE MISSION IS TO SERVE THE KAUA'I COMMUNITY WITH ACCESSIBLE, QUALITY HEALTH CARE THAT SURPASSES EXPECTATIONS. false false 41668206 0 34331254 SEE SCHEDULE O. 41668206 true false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false true false false false false false false true true true false false true 33 0 true 246 true false false false false false false false false false false X 7 3 false false false false true true true true true false false true false false false true true false X X DEBRA TUQUERO 8085357284 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 MARK MAGELSSEN MD 40.0 X X 316165 0 19453 MALVIN DOHRMAN 0.2 X X 0 0 0 TOM CANUTE 0.2 X 0 176 0 SAM CHEN MD 40.0 X 374700 0 5408 SANDI KATO-KLUTKE 0.2 X 0 0 0 DAVID ROVINSKY MD 40.0 X 527101 0 23304 CHARLES A STED 6.0 X 0 1741906 370246 THOMAS WILLIAMSON MD 40.0 X X 214377 0 14108 TRINETTE KAUI 0.2 X 0 166 0 RAYMOND P VARA JR 5.0 X 0 1256151 163907 DAVID OKABE 1.0 X 0 795218 94276 KENNETH B ROBBINS MD 10.0 X 0 774200 131328 GAIL LERCH 0.1 X 0 604089 93486 VIRGINIA PRESSLER-FISHER MD 0.1 X 0 615632 112590 CHARLES R CHING 4.0 X 0 599319 75805 STEVEN ROBERTSON 1.0 X 0 623242 90575 EARL INOUYE 4.0 X 0 325704 51543 ARTHUR GLADSTONE 0.1 X 0 459256 48755 KEKA SANBORN 0.5 X 0 103318 6758 SUSAN MASUMOTO-NONAKA 1.0 X 0 266449 37491 WARREN CHAIKO 1.0 X 0 296040 30527 THERESA RAMEY 32.0 X 0 117779 16287 JESSICA LEWIS 2.5 X 0 108668 10465 MELINDA ASHTON MD 1.0 X 0 402336 44902 ANN K PETERS 1.0 X 0 185386 21006 DAVID FOX 4.8 X 0 109986 18615 LYNNE JOHNSON-JOSEPH 5.0 X 0 249038 34353 STEPHEN KEITH MD 40.0 X 818051 0 23031 SURENDRA RAO MD 40.0 X 703496 0 23304 TREVOR R THOMPSON MD 40.0 X 526595 0 23304 MICHAEL L MAY MD 40.0 X 486938 0 15346 MARY MACKIERNAN MD 40.0 X 486763 0 19584 PAULA DIAS 0.0 X 0 263740 23466 JOHN HARLACHER 0.0 X 0 118144 20058 KEOKI CLEMENTE 0.0 X 0 122009 15374 4454186 10137952 1678655 74 true true false BEACHSIDE ROOFING 1870-A LELEIONA STREET Lihue HI 96766 ROOFING CONSTRUCTION 374780 MEDICAL DOCTOR ASSOCIATES PO BOX 277185 Atlanta GA 303847185 HEALTHCARE STAFFING 354471 ALAKAI MECHANICAL CORPORATION 2655 WAIWAI LOOP Honolulu HI 96819 MECHANICAL CONTRACT 324112 VRP OF CA PA 11995 SINGLETREE LANE SUITE 500 Minneapolis MN 55344 PATIENT CARE 113773 4 0 NET PATIENT REVENUE 621110 29497827 29497827 PREMIUM REVENUE 621110 4349054 4349054 RENTAL INCOME 900099 93278 93278 OTHER HEALTHCARE REVENUE 621110 297257 297257 34237416 268 268 0 0 0 0 0 0 All other revenue 900099 93838 93838 93838 34331522 34331254 0 268 0 0 0 0 1284426 1284426 87932 87932 26556998 26010498 546500 766023 731143 34880 1913499 1861947 51552 1274830 1235256 39574 0 0 247875 247875 0 0 0 5080421 3765402 1315019 40993 5657 35336 1818388 1756819 61569 811044 811044 0 1455108 1371161 83947 151347 135554 15793 0 187 187 0 0 881090 859582 21508 1385431 1285899 99532 BAD DEBT 1198604 1198604 CORPORATE ALLOCATION 2876352 2876352 OTHER PURCHASES 136572 75153 61419 All other expenses 272394 2986 269408 48239514 41668206 6571308 0 -114441 -70227 454140 571533 2067072 2043470 10580 0 7481308 5123411 3076264 2357897 1177576 1813293 6671191 6715966 4339381 4170031 728275 905033 5067656 5075064 X 1603535 1640902 1603535 1640902 6671191 6715966 X -13907992 13945359 X false true true X false X 1294053 499626 794427 5930976 4623785 1307191 256279 0 256279 2357897 DEPOSITS AND OTHER NON-CURRENT 852578 DUE FROM GOVERNMENT AGENCIES 751081 OTHER RECEIVABLES 161806 DUE FROM PROVIDERS INSURANCE 36563 DUE FROM HPH RESEARCH INST 8525 DUE FROM KAPI'OLANI SPECIALIST 2740 1813293 0 457(B) LIABILITY 801448 ESCHEAT LIABILITY 2246 DUE TO KAPI'OLANI WOMEN 6700 DUE TO KAPI'OLANI HEALTH FDN 7534 DUE TO PALI MOMI 30434 DUE TO STRAUB FOUNDATION 62 DUE TO STRAUB CLINIC 30682 DUE TO WILCOX HEALTH FDN 25927 905033 FIN 48 (ASC 740) FOOTNOTE FORM 990, SCHEDULE D, PART X, LINE 2 FOLLOWING IS THE FIN 48 (ASC 740) FOOTNOTE FROM THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF HAWAI'I PACIFIC HEALTH, THE FILING ORGANIZATION'S PARENT: 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 EXACTED 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 true false MARK MAGELSSEN MD 139596 0 22198 0 154371 0 9800 0 9653 0 335618 0 0 0 SAM CHEN MD 349700 0 25000 0 0 0 0 0 5408 0 380108 0 0 0 DAVID ROVINSKY MD 508793 0 18308 0 0 0 9800 0 13504 0 550405 0 0 0 CHARLES A STED 0 742711 0 734897 0 264298 0 359765 0 10481 0 2112152 0 448157 THOMAS WILLIAMSON MD 213859 0 518 0 0 0 8562 0 5546 0 228485 0 0 0 RAYMOND P VARA JR 0 598083 0 500563 0 157505 0 149281 0 14626 0 1420058 0 275410 DAVID OKABE 0 408872 0 274875 0 111471 0 82840 0 11436 0 889494 0 157867 KENNETH B ROBBINS MD 0 407784 0 266032 0 100384 0 115646 0 15682 0 905528 0 156082 GAIL LERCH 0 318615 0 215782 0 69692 0 79953 0 13533 0 697575 0 112501 VIRGINIA PRESSLER-FISHER MD 0 321073 0 215850 0 78709 0 85044 0 27546 0 728222 0 123927 CHARLES R CHING 0 308285 0 205141 0 85893 0 68009 0 7796 0 675124 0 93424 STEVEN ROBERTSON 0 312546 0 202187 0 108509 0 66131 0 24444 0 713817 0 110115 EARL INOUYE 0 228359 0 64393 0 32952 0 35275 0 16268 0 377247 0 2048 ARTHUR GLADSTONE 0 278600 0 118519 0 62137 0 27686 0 21069 0 508011 0 9377 SUSAN MASUMOTO-NONAKA 0 195503 0 56295 0 14651 0 12565 0 24926 0 303940 0 0 WARREN CHAIKO 0 209852 0 60427 0 25761 0 15901 0 14626 0 326567 0 16 LYNNE JOHNSON-JOSEPH 0 163114 0 52355 0 33569 0 16357 0 17996 0 283391 0 0 STEPHEN KEITH MD 818051 0 0 0 0 0 9800 0 13231 0 841082 0 0 0 SURENDRA RAO MD 703496 0 0 0 0 0 9800 0 13504 0 726800 0 0 0 TREVOR R THOMPSON MD 526595 0 0 0 0 0 9800 0 13504 0 549899 0 0 0 MICHAEL L MAY MD 486938 0 0 0 0 0 9800 0 5546 0 502284 0 0 0 MARY MACKIERNAN MD 486763 0 0 0 0 0 9800 0 9784 0 506347 0 0 0 PAULA DIAS 0 189990 0 52677 0 21073 0 11638 0 11828 0 287206 0 0 JOHN HARLACHER 0 109983 0 8111 0 50 0 6838 0 13220 0 138202 0 0 KEOKI CLEMENTE 0 118584 0 3425 0 0 0 2162 0 13212 0 137383 0 0 MELINDA ASHTON MD 0 287982 0 79716 0 34638 0 26050 0 18852 0 447238 0 0 ANN K PETERS 0 138372 0 25032 0 21982 0 8373 0 12633 0 206392 0 0 SUPPLEMENTAL COMPENSATION INFORMATION SCHEDULE J, PART I, LINE 3 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 FOR 990 PART VI, LINE 15A FOR THE PROCESS USED BY HPH TO DETERMINE COMPENSATION. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B 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 DERERRED BASIS. AMOUNT PAID OUT DURING THE YEAR BY RELATED ORGANIZATION: MELINDA ASHTON, M.D. $2,514 WARREN CHAIKO $16 ARTHUR GLADSTONE $9,377 EARL INOUYE $2,048 GAIL LERCH $14,788 DAVID OKABE $32,476 VIRGINIA PRESSLER-FISHER, M.D. $25,459 STEVEN ROBERTSON $18,273 KENNETH B. ROBBINS, M.D. $31,025 CHARLES A. STED $106,674 RAYMOND P. VARA, JR. $46,206 GERI YOUNG, M.D. $6,193 NON-FIXED PAYMENTS TO PERSONS LISTED ON PART VII, SECTION A, LINE 1A SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS ARE MADE TO EXECUTIVES BASED ON SYSTEM GOALS THAT ARE NOT BASED ON A PERCENTAGE OF NET EARNINGS. NON-FIXED PAYMENTS MADE TO PHYSICIANS ARE BASED ON CLINICAL PERFORMANCE MEASURES. 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. AMOUNT PAID OUT DURING THE YEAR BY RELATED ORGANIZATION: DAVID OKABE $125,391 CHARLES CHING $93,424 CHARLES A. STED $341,483 KENNETH B. ROBBINS, M.D. $125,057 STEVEN ROBERTSON $91,842 GAIL LERCH $97,713 RAYMOND P. VARA, JR. $229,204 VIRGINIA PRESSLER-FISHER $98,468 AMY HUTSON FAMILY MEMBER OF DIRECTOR 87932 COMPENSATION false STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A ESTABLISHED IN 1967, KAUA'I MEDICAL CLINIC ("KMC") HAS PROVIDED THE RESIDENTS AND VISITORS OF KAUA'I WITH AFFORDABLE AND ACCESSIBLE PRIMARY AND SPECIALTY CARE FOR MORE THAN 40 YEARS. AN AFFILIATE OF HAWAI'I PACIFIC HEALTH, THE STATE'S LARGEST HEALTH CARE PROVIDER, KMC WORKS IN PARTNERSHIP WITH WILCOX MEMORIAL HOSPITAL AS PART OF WILCOX HEALTH. KMC PROVIDES PRIMARY AND SECONDARY CARE IN MORE THAN 20 MEDICAL SPECIALTIES AT FOUR LOCATIONS: THE MAIN CLINIC IN LIHUE AND THREE SATELLITE CLINICS IN KAPAA, KOLOA AND ELEELE. KMC EMPLOYS 88 PROVIDERS AND 141 DIRECT SUPPORT STAFF. IN FISCAL YEAR 2011, CLINIC VISITS WERE 221,544 AND TOTAL PATIENT ENCOUNTERS WERE 318,535. KAUA'I MEDICAL CLINIC IS KAUA'I'S ONLY MULTI-SPECIALTY GROUP. IT PROVIDES CARE IN CARDIOLOGY, FAMILY MEDICINE, GASTROENTEROLOGY, GENERAL MEDICINE, GENERAL SURGERY, HEMATOLOGY, INFECTIOUS DISEASES, INTERNAL MEDICINE, NEUROLOGY, OBSTETRICS AND GYNECOLOGY, ONCOLOGY, ORTHOPEDIC SURGERY, OTOLARYNGOLOGY, PEDIATRICS, PHYSIATRY, PODIATRY, RHEUMATOLOGY AND UROLOGY. THIS RANGE OF SPECIALTIES, PLUS MULTIPLE LOCATIONS, SERVES TO INCREASE THE ACCESSIBILITY TO MEDICAL SERVICES FOR KAUA'I RESIDENTS AND VISITORS. THROUGH THE HPH SYSTEM, KMC PATIENTS HAVE BETTER ACCESS TO APPOINTMENT SCHEDULING, URGENT CARE SERVICES, CHRONIC DISEASE MANAGEMENT, DIABETES CONSULTATION AND EDUCATION, DIAGNOSTIC IMAGING, FINANCIAL COUNSELING, AND A PHARMACY. KAUA'I MEDICAL CLINIC IS AN ACTIVE COMMUNITY PARTNER. IN FISCAL 2011, ITS MANY HEALTH EDUCATION, PREVENTION PROGRAMS AND SUPPORT GROUPS FOCUSED ON DIABETES, SPORTS MEDICINE, WATER SAFETY, INJURY PREVENTION, AND HEALTH FAIRS. SPECIAL EVENTS INCLUDED THE ARTHRITIS WALK, OLD KOLOA SUGAR MILL RUN, KIDS' SUMMER FEST, HEART HEALTHY, PARADE OF LIGHTS, RELAY FOR LIFE, VISITOR INDUSTRY CHARITY WALK, AND KAUA'I FOODBANK. KMC ALSO PROVIDED PHYSICIAN SUPPORT FOR LOCAL HIGH SCHOOL FOOTBALL TEAMS. KAUA'I MEDICAL CLINIC TREATS ALL PATIENTS, REGARDLESS OF THEIR ABILITY TO PAY, THUS SERVING (WITH WILCOX MEMORIAL HOSPITAL) AS ONE OF THE COMMUNITY'S SAFETY NET PROVIDERS OF HEALTH CARE. IN FISCAL YEAR 2011, KMC PROVIDED $6,075,892 WORTH OF CARE TO PATIENTS WHO WERE UNINSURED OR UNABLE TO PAY FOR THEIR CARE, AS WELL AS OTHER COMMUNITY BENEFITS. MEMBERS AND RIGHTS FORM 990, PART VI, LINE 6 HAWAI'I PACIFIC HEALTH IS THE SOLE MEMBER WHO HAS THE RIGHT TO PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE WITH THE RIGHT TO ELECT THE MEMBERS OF THE GOVERNING BODY AND/OR APPROVE SIGNIFICANT DECISIONS OF THE GOVERNING BODY. ORGANIZATION ELECTS ONE OR MORE MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, LINE 7A HAWAI'I PACIFIC HEALTH IS THE SOLE MEMBER AND HAS THE POWER TO APPROVE THE ELECTION OF MEMBERS OF THE GOVERNING BODY. HAWAI'I PACIFIC HEALTH, AS MEMBER, ALSO HAS THE POWER TO ELECT ONE OR MORE EX OFFICIO VOTING MEMBERS OF THE GOVERNING BODY. DESCRIBE CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS FORM 990, PART VI, LINE 7B THE MEMBER SHALL HAVE THE EXCLUSIVE POWER TO TAKE AND DIRECT THE FOLLOWING ACTIONS OF THE CORPORATION: (1) NOMINATE CANDIDATES TO THE BOARD FOR THE FOLLOWING POSITIONS: THE PRESIDENT/CHIEF EXECUTIVE OFFICER, TREASURER, SECRETARY, EXECUTIVE VICE-PRESIDENT/CHIEF FINANCIAL OFFICER, OTHER EXECUTIVE VICE-PRESIDENTS, SENIOR VICE-PRESIDENTS, ASSISTANT SECRETARIES, AND ALL VICE-PRESIDENTS EXCEPT THE OPERATING UNIT VICE-PRESIDENTS, AS SUCH TERM IS DEFINED IN THE BYLAWS; (2) DELEGATE MANAGEMENT AUTHORITIES FROM THE BOARD TO OFFICERS OR COMMITTEES OF THE CORPORATION IN ACCORDANCE WITH A DELEGATED AUTHORITIES MATRIX ADOPTED BY THE MEMBER BOARD; (3) AMEND THE BYLAWS; (4) THE CORPORATION'S PARTICIPATION IN ALL LONG TERM FINANCING TRANSACTIONS WHICH ARE IN EXCESS OF ONE (1)YEAR AND/OR FOR ONE MILLION DOLLAR ($1,000,000) OR MORE; (5) SELECT BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES TO WHICH THE CORPORATION'S FUNDS SHALL BE DEPOSITED; (6) DIRECT, MANAGE AND CONTROL THE CUSTODY, ADVISORY SERVICE AND ASSET MANAGEMENT OF THE FINANCIAL ASSETS OF THE CORPORATION; (7) EFFECT INTER-CORPORATE TRANSFERS BY AND BETWEEN THE CORPORATION AND ANY AFFILIATE; (8) DEVELOP AND IMPLEMENT THE GENERAL POLICIES REGARDING THE CORPORATION'S PHYSICIAN AND EXECUTIVE COMPENSATION AND BENEFIT PLANS; (9) FORM A NEW CORPORATION, LIMITED LIABILITY COMPANY, OR PARTNERSHIP OR OTHER ORGANIZATION THAT IS OWNED SOLELY BY THE CORPORATION; (10) EXCEPT AS OTHERWISE PROVIDED IN THE BYLAWS OR AS REQUIRED BY THE LAW OF THE STATE OF HAWAI`I, SELL, LEASE OR OTHERWISE TRANSFER FIFTY PERCENT (50%) OR MORE OF THE THEN CURRENT AMOUNT, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE TOTAL ASSETS HELD BY WILCOX MEMORIAL HOSPITAL, KAUA'I MEDICAL CLINIC AND WILCOX HEALTH FOUNDATION (THE "WILCOX AFFILIATES"); (11) EXCEPT AS PROVIDED IN THE BYLAWS OR AS REQUIRED BY THE LAWS OF THE STATE OF HAWAI`I, SELL, LEASE OR TRANSFER OF OPERATIONS OR ACTIVITIES OF THE WILCOX AFFILIATES WHICH GENERATE FIFTY PERCENT (50%) OR MORE OF THE TOTAL NET REVENUES, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE WILCOX AFFILIATES DURING THE PRIOR FISCAL YEAR; (12) CLOSE THE CLINICAL FACILITIES OWNED AND OPERATED BY THE CORPORATION; PROVIDED, THAT, AFTER THE EFFECTIVE DATE OF THE BYLAWS, ANY ELIMINATION OF A CLINICAL SERVICE PROVIDED BY THE CORPORATION MUST ALSO BE APPROVED BY THE BOARD; (13) CONVERT THE CLINIC OWNED AND OPERATED BY THE CORPORATION INTO A FACILITY NO LONGER OFFERING MEDICAL SERVICES; PROVIDED, THAT, AFTER THE EFFECTIVE DATE OF THE BYLAWS, ANY ELIMINATION OF A CLINICAL SERVICE PROVIDED BY THE CORPORATION MUST ALSO BE APPROVED BY THE BOARD; (14) AFTER CONSULTING WITH THE BOARD, REMOVE THE PRESIDENT/CHIEF EXECUTIVE OFFICER, EXECUTIVE VICE-PRESIDENT/CHIEF FINANCIAL OFFICER, TREASURER, SECRETARY, OTHER EXECUTIVE VICE-PRESIDENTS, SENIOR VICE-PRESIDENTS, ASSISTANT SECRETARIES, AND ALL VICE-PRESIDENTS EXCEPT THE OPERATING UNIT VICE-PRESIDENTS; PROVIDED, HOWEVER, THAT TO REMOVE OR TERMINATE THE PRESIDENT/CHIEF EXECUTIVE OFFICER WILL REQUIRE THE PRESIDENT/CHIEF EXECUTIVE 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 PRESIDENT/CHIEF EXECUTIVE OFFICER, SUCH REMOVAL OR TERMINATION WILL REQUIRE THE APPROVAL OF A MAJORITY OF THE MEMBERS ON THE MEMBER BOARD; (15) AFTER CONSULTING WITH THE BOARD, DEVELOP AND PROMULGATE THE CORPORATE GOALS AND THE LONG RANGE AND STRATEGIC PLANS OF THE CORPORATION; AND (16) AFTER CONSULTING WITH THE BOARD, DEVELOP AND IMPLEMENT THE ANNUAL CAPITAL, OPERATING, AND CASH FLOW BUDGETS. THE CORPORATION SHALL NOT TAKE THE FOLLOWING ACTIONS WITHOUT FIRST OBTAINING MEMBER BOARD APPROVAL: (1) ADD ANY DIRECTOR TO THE BOARD; (2) REMOVE ANY DIRECTOR FROM THE BOARD; (3) AMEND THE ARTICLES; (4) ENTER INTO ANY UNBUDGETED CONTRACTS ON BEHALF OF THE CORPORATION WHICH REQUIRE ANNUAL PAYMENTS ON BEHALF OF THE CORPORATION EXCEEDING ONE MILLION DOLLARS ($1,000,000) IN VALUE; (5) ACQUIRE ASSETS WORTH OVER ONE MILLION DOLLARS ($1,000,000); (6) ACQUIRE SHARES IN ANOTHER CORPORATION; (7) SELL, LEASE OR OTHERWISE TRANSFER FIFTY PERCENT (50%) OR MORE OF THE THEN CURRENT AMOUNT, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE TOTAL ASSETS HELD BY THE WILCOX AFFILIATES; (8) SELL, LEASE, EXCHANGE OR DISPOSE OF FIFTY PERCENT (50%) OR MORE OF THE PROPERTY AND ASSETS HELD BY THE CORPORATION TO ANY ENTITY THAT IS NOT AN AFFILIATE; (9) SELL, LEASE OR TRANSFER OF OPERATIONS OR ACTIVITIES OF THE WILCOX AFFILIATES WHICH GENERATE FIFTY PERCENT (50%) OR MORE OF THE TOTAL NET REVENUES, AS REPORTED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OF THE WILCOX AFFILIATES DURING THE PRIOR FISCAL YEAR; (10) MERGE THE CORPORATION WITH ANY ENTITY; (11) DISSOLVE OR LIQUIDATE THE CORPORATION; (12) ISSUE THE CORPORATION'S MEMBERSHIP TO ANYONE OTHER THAN THE MEMBER; (13) FORM A JOINT VENTURE OR OTHER BUSINESS RELATIONSHIP (OTHER THAN THE ORDINARY COURSE OF BUSINESS CONTRACTS) BETWEEN THE CORPORATION AND ANY PERSON OR ENTITY; AND (14) DEVELOP A NEW LINE OF BUSINESS OR A NEW SERVICE. PERSON OR ENTITY; AND (14) DEVELOP A NEW LINE OF BUSINESS OR A NEW SERVICE. REVIEW OF THE 990S BY THE ORGANIZATION'S GOVERNING BODY FORM 990, PART VI, LINE 11B VARIOUS SCHEDULES OF THE 990S 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 990S OF EACH FILING ORGANIZATION WITHIN THE HEALTH CARE SYSTEM. ONCE SENIOR MANAGEMENT HAS COMPLETED ITS REVIEW, THE 990S 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 ENTITY'S (HAWAI'I PACIFIC HEALTH "HPH") BOARD PROVIDES OVERSIGHT FOR THE 990 REPORTING AND REVIEWS THE 990S FOR EACH ENTITY PRIOR TO FILING. IN ADDITION, THE 990S FOR EACH ENTITY IS MADE AVAILABLE TO THE HPH BOARD OF DIRECTORS THROUGH A BOARD MEMBER 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 IS PHYSICALLY LOCATED AT EACH FACILITY'S SITE FOR THE BOARD MEMBER TO REVIEW PRIOR TO FILING. THE 990S WILL BE POSTED TO HPH'S WEB SITE FOR PUBLIC ACCESS AFTER THE FILING OF THE RETURN WITH THE IRS. ADOPTION OF POLICIES FORM 990, PART VI, LINES 12A, 13, 14 AND 16B THE POLICIES IDENTIFIED IN PART VI WERE FORMALLY ADOPTED BY THE BOARD OF HAWAI'I PACIFIC HEALTH ("HPH"), THE SOLE MEMBER OF THE ORGANIZATION. AS THE SOLE MEMBER, THE POLICIES ADOPTED BY HPH MUST BE FOLLOWED BY ALL HPH ORGANIZATIONS. THE POLICIES ARE CURRENTLY BEING ADOPTED BY THE ORGANIZATION'S BOARD. - LINE 12A - WRITTEN CONFLICT OF INTEREST POLICY WAS FORMALLY ADOPTED 12/3/07 BY HPH - LINE 13 - WRITTEN WHISTLEBLOWER POLICY WAS FORMALLY ADOPTED 5/26/11 BY HPH - LINE 14 - WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY WAS FORMALLY ADOPTED 5/26/11 BY HPH - LINE 16B - WRITTEN POLICY REGARDING PARTICIPATION IN JOINT VENTURE ARRANGEMENTS WAS FORMALLY ADOPTED 5/26/11 BY HPH DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICT OF INTEREST FORM 990, PART VI, LINE 12C 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 UNDERSTANDS THE POLICY; 3) AGREES TO COMPLY WITH THE POLICY; AND 4) 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. OFFICES & POSITIONS FOR WHICH PROCESS WAS USED AND YEAR PROCESS WAS LAST COMPLETED FORM 990, PART VI, LINES 15A & 15B COMPENSATION FOR HAWAI'I PACIFIC HEALTH ("HPH") EXECUTIVES (VICE PRESIDENT AND ABOVE) IS SET BY THE HPH COMPENSATION COMMITTEE, WHICH IS COMPOSED SOLELY OF INDEPENDENT, COMMUNITY-BASED MEMBERS OF THE HPH BOARD OF DIRECTORS. ON AN ANNUAL BASIS, THE HPH BOARD CHAIRPERSON (WHO IS INDEPENDENT) SELECTS A NEUTRAL THIRD PARTY EXECUTIVE COMPENSATION CONSULTANT TO REVIEW THE EXECUTIVES' 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, AND SUCH DECISIONS ARE DOCUMENTED IN THE COMPENSATION COMMITTEE MEETING MINUTES. 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 1, 2011 TO REVIEW PHYSICIAN COMPENSATION, AND ON JULY 12, 2011 AND AUGUST 9, 2011 TO REVIEW EXECUTIVE COMPENSATION. DISCLOSURE GOV DOCS, CONFLICT OF INTEREST POLICY, & FINANCIAL STMTS FORM 990, PART VI, LINE 19 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 TO THE PUBLIC VIA THE HAWAI'I PACIFIC HEALTH WEBSITE. STATEMENTS ARE AVAILABLE TO THE PUBLIC VIA THE HAWAI'I PACIFIC HEALTH WEBSITE. HOURS DEVOTED TO RELATED ORGANIZATIONS FORM 990, PART VII, COLUMN B INDIVIDUALS LISTED ON PART VII ALSO DEVOTE TIME TO THE RELATED ORGANIZATIONS AS LISTED BELOW: WILCOX HEALTH FOUNDATION CHARLES CHING .5 CHARLES STED 1.0 DAVID FOX .4 DAVID OKABE .5 EARL INOUYE .5 JESSICA LEWIS .5 LYNNE JOHNSON-JOSEPH 1.0 VIRGINIA PRESSLER-FISHER 1.0 KAPI'OLANI HEALTH FOUNDATION CHARLES CHING .5 CHARLES STED 3.0 DAVID FOX .4 DAVID OKABE 1.0 EARL INOUYE .5 JESSICA LEWIS .1 VIRGINIA PRESSLER-FISHER 1.0 STRAUB FOUNDATION CHARLES CHING .5 CHARLES STED 1.0 DAVID FOX .4 DAVID OKABE .5 EARL INOUYE .1 JESSICA LEWIS .5 KENNETH ROBBINS .1 RAYMOND VARA .1 VIRGINIA PRESSLER-FISHER 1.0 HAWAI'I PACIFIC HEALTH ANN PETERS 45.0 ARTHUR GLADSTONE 5.0 CHARLES CHING 30.0 CHARLES STED 32.0 DAVID FOX 2.4 DAVID OKABE 35.0 EARL INOUYE 25.0 GAIL LERCH 40.0 GERI YOUNG .3 JESSICA LEWIS .5 KEKA SANBORN 50.0 KENNETH ROBBINS 10.0 LYNNE JOHNSON-JOSEPH 1.0 MELINDA ASHTON 40.0 PAULA DIAS 20.0 RAYMOND VARA 5.0 STEVEN ROBERTSON 15.0 SUSAN MASUMOTO-NONAKA 2.0 VIRGINIA PRESSLER-FISHER 45.0 WARREN CHAIKO 15.0 KAPI'OLANI MEDICAL SPECIALISTS ANN PETERS .2 CHARLES CHING 3.0 CHARLES STED 1.0 DAVID FOX .4 DAVID OKABE 1.0 EARL INOUYE 2.0 GAIL LERCH 1.0 JESSICA LEWIS 1.3 KATIE SHIGEMITSU .8 KEKA SANBORN .2 KENNETH ROBBINS .2 MELINDA ASHTON 1.0 STEVEN ROBERTSON 1.0 SUSAN MASUMOTO-NONAKA .2 VIRGINIA PRESSLER-FISHER .2 WARREN CHAIKO 1.0 PROVIDERS INSURANCE CORPORATION CHARLES CHING 2.0 CHARLES STED 1.0 DAVID FOX .4 DAVID OKABE 1.0 EARL INOUYE .5 MELINDA ASHTON .1 STRAUB CLINIC & HOSPITAL ANN PETERS 1.0 ARTHUR GLADSTONE 50.0 CHARLES CHING 3.0 CHARLES STED 3.0 DAVID FOX 10.0 DAVID OKABE 6.0 EARL INOUYE 6.0 GAIL LERCH 6.0 JESSICA LEWIS 15.0 KATIE SHIGEMITSU 20.0 KEKA SANBORN 2.0 KENNETH ROBBINS 38.5 MELINDA ASHTON 2.0 PAULA DIAS 2.0 RAYMOND VARA 14.5 STEVEN ROBERTSON 15.0 SUSAN MASUMOTO-NONAKA 12.0 VIRGINIA PRESSLER-FISHER 2.0 WARREN CHAIKO 5.0 PALI MOMI MEDICAL CENTER ANN PETERS 1.0 ARTHUR GLADSTONE .5 CHARLES CHING 1.0 CHARLES STED 2.0 DAVID FOX 6.0 DAVID OKABE 3.0 EARL INOUYE 1.0 GAIL LERCH 6.0 JESSICA LEWIS 6.6 KATIE SHIGEMITSU 5.2 KEKA SANBORN 2.0 MELINDA ASHTON 2.0 PAULA DIAS 2.0 RAYMOND VARA 10.0 STEVEN ROBERTSON 8.0 SUSAN MASUMOTO-NONAKA 3.0 VIRGINIA PRESSLER-FISHER 1.0 WARREN CHAIKO 10.0 KAPI'OLANI MEDICAL CENTER FOR WOMEN & CHILDREN ANN PETERS 1.0 ARTHUR GLADSTONE .5 CHARLES CHING 4.0 CHARLES STED 2.0 DAVID FOX 10.0 DAVID OKABE 4.0 EARL INOUYE 5.0 GAIL LERCH 6.0 JESSICA LEWIS 10.8 KATIE SHIGEMITSU 8.8 KEKA SANBORN 2.0 MELINDA ASHTON 2.0 PAULA DIAS 30.0 RAYMOND VARA 10.0 STEVEN ROBERTSON 12.0 SUSAN MASUMOTO-NONAKA 8.0 VIRGINIA PRESSLER-FISHER 1.0 WARREN CHAIKO 15.0 WILCOX MEMORIAL HOSPITAL ANN PETERS 1.0 ARTHUR GLADSTONE .5 CHARLES CHING 5.0 CHARLES STED 8.0 CHRISTOPHER JORDAN .2 DAVID FOX 4.8 DAVID OKABE 3.0 EARL INOUYE 12.0 GAIL LERCH 1.0 GERI YOUNG 20.0 JESSICA LEWIS 4.1 JOHN CULLINEY .2 KATIE SHIGEMITSU 2.8 KEKA SANBORN 2.0 KENNETH ROBBINS .5 LYNNE JOHNSON-JOSEPH 50.0 MELINDA ASHTON 1.0 PAULA DIAS .5 RAYMOND VARA 10.0 STEVEN ROBERTSON 8.0 SUSAN MASUMOTO-NONAKA 16.0 THERESA RAMEY 8.0 VIRGINIA PRESSLER-FISHER 2.0 WARREN CHAIKO 5.0 OTHER CHANGES IN NET ASSETS FORM 990, PART XI, LINE 5 13,945,359 - EQUITY TRANSFERS FORM 990, PART XI, LINE 5 13,945,359 - EQUITY TRANSFERS HAWAI'I PACIFIC HEALTH 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246363 HOLDING CO. HI 501(C)(3) 11B TYPE II NA PROVIDERS INSURANCE CORPORATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 710893000 NFP INSURANCE HI 501(C)(3) 11B TYPE II NA PALI MOMI FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 383840327 FUNDRAISING HI 501(C)(3) 7 NA KAPI'OLANI MEDICAL CTR WOMEN & CHILDREN 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990177350 HOSPITAL HI 501(C)(3) 3 NA KAPI'OLANI HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246364 FUNDRAISING HI 501(C)(3) 7 NA KAPI'OLANI MEDICAL SPECIALIST 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990322406 HEALTHCARE HI 501(C)(3) 9 NA PALI MOMI MEDICAL CENTER 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990274038 HOSPITAL HI 501(C)(3) 3 NA WILCOX MEMORIAL HOSPITAL 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990074365 HOSPITAL HI 501(C)(3) 3 NA WILCOX HEALTH FOUNDATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990204242 FUNDRAISIING HI 501(C)(3) 7 NA STRAUB CLINIC & HOSPITAL 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 912151670 HOSPITAL HI 501(C)(3) 3 NA STRAUB FOUNDATION 990109350 RESEARCH/EDU HI 501(C)(3) 7 NA HAWAI'I PACIFIC HEALTH PARTNERS INC& SUB 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990318588 HOLDING COMPANY HI NA C CORP 0 0 0.00000 false false false false false false false false false true false false false true true true true true STRAUB CLINIC & HOSPITAL R 86499 WILCOX MEMORIAL HOSPITAL P 1800326 WILCOX MEMORIAL HOSPITAL Q 966011 KAPI'OLANI MEDICAL CTR FOR WOMEN & CHILDREN P 93682 PROVIDERS INSURANCE CORPORATION Q 1210440