2011-05-09T10:21:31-04:00 2010-06-30 ERNST & YOUNG US LLP 55 MERCHANT ST SUITE 1900 C-120 HONOLULU HI 96813 990 2009-07-01 990326099 KAUA'I MEDICAL CLINIC KAUA 8082451500 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 EARL INOUYE 2011-05-09 8085312037 2009 2016-02-24 21:20:13Z RAYMOND VARA 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 33662486 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 3 229 0 0 0 8065 254974 33743272 33230285 -9391 227 131701 177000 33873647 33662486 0 0 0 0 27574250 30470192 0 0 0 15257740 15251612 42831990 45721804 -8958343 -12059318 7842334 6671191 4558643 5067656 3283691 1603535 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 39707212 33407286 SEE SCHEDULE O 39707212 true true false false false false false false false true false true false false false false false true false false false false false true false false false false false false true false false false false false false true true false false true 27 0 true 229 true false false false false false false false false false 7 3 false false false false true true true true true false false true true true true true true true true false X X DEBRA TUQUERO 8085357284 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 THOMAS WILLIAMSON MD 40.0 X X 222356 0 14041 MALVIN DOHRMAN 0.2 X X 0 0 0 TOM CANUTE 0.2 X 0 0 0 TRINETTE KAUI 0.2 X 0 0 0 MARK MAGELSSEN MD 40.0 X 304985 0 24672 DAVID ROVINSKY MD 40.0 X 565663 0 23600 CHARLES A STED 6.0 X 0 2010991 283726 RAYMOND P VARA JR 5.0 X 0 1389883 182347 DAVID OKABE 1.0 X 0 828139 109283 KENNETH B ROBBINS MD 10.0 X 0 861367 126959 GAIL LERCH 0.1 X 0 623021 100175 VIRGINIA PRESSLER-FISHER MD 0.1 X 0 587408 106744 CHARLES R CHING 4.0 X 0 545613 79218 STEVEN ROBERTSON 1.0 X 0 447932 93805 EARL INOUYE 4.0 X 0 338063 33175 ARTHUR GLADSTONE 0.1 X 0 397128 43542 TERRY LONG 4.0 X 0 250732 35958 HILTON RAETHEL 5.0 X 0 304447 14688 SUSAN MASUMOTO-NONAKA 1.0 X 0 260504 40021 WARREN CHAIKO 1.0 X 0 287396 30756 THERESA RAMEY 20.0 X 0 113223 16116 JESSICA LEWIS 2.4 X 0 98248 11015 LYNNE JOHNSON-JOSEPH 5.0 X 0 207562 33183 STEPHEN KEITH MD 40.0 X 723156 0 23360 SURENDRA RAO MD 40.0 X 714288 0 23600 JOHN CULLINEY MD 40.0 X 564442 0 24183 MICHAEL L MAY MD 40.0 X 546132 0 14962 ALLEN JOHNSON 40.0 X 542928 0 20173 PAULA DIAS 0.0 X 0 270249 25517 JOHN HARLACHER 0.0 X 0 108201 19650 KENNETH PIERCE MD 0.0 X 0 174532 0 KEOKI CLEMENTE 0.0 X 0 103335 15916 4183950 10207974 1570385 68 true true false MEDICAL DOCTOR ASSOCIATES PO BOX 277185 ATLANTA GA 303847185 HEALTHCARE STAFFING 424530 COMPHEALTH INC PO BOX 972651 DALLAS TX 753972651 HEALTHCARE STAFFING 348381 RUEL ANESTHESIA ASSOCIATES INC 1600 S BAYSHORE LANE 9B MIAMI FL 33133 HEALTHCARE STAFFING 150685 VRP OF CA PA PO BOX 1521 DEPT 1140 MINNEAPOLIS MN 554801521 PATIENT CARE 136449 LEO A DALY COMPANY 1357 KAPIOLANI BLVD SUITE 1230 HONOLULU HI 968144537 CONSTRUCTION 106691 5 254974 254974 NET PATIENT REVENUE 622110 20876461 20876461 CAPITATION REVENUE 622110 4046447 4046447 MEDICARE / MEDICAID REVENUE 622110 8216036 8216036 RENTAL INCOME 622110 91341 91341 33230285 227 227 0 0 0 0 0 0 MEDICAL RECORDS 622110 74196 74196 INTEREST ON LATE PAYMENTS 900099 2813 2813 LEGAL SETTLEMENT 900099 80433 80433 19558 19558 177000 33662486 33407285 227 0 0 0 0 1035411 1035411 91000 91000 25725392 25158379 567013 673871 645366 28505 1692008 1581380 110628 1252510 1213931 38579 0 0 190084 190084 0 0 0 4555451 3361544 1193907 34084 4270 29814 2013382 1940929 72453 689158 689158 0 1359142 1271457 87685 135077 115942 19135 0 80 80 0 0 765917 731397 34520 1168630 1136079 32551 CORPORATE ALLOCATION 2762796 2762796 BAD DEBT 1326538 1326538 OTHER PURCHASES 116109 90727 25382 All other expenses 135164 2782 132382 45721804 39707212 6014592 0 -138915 -114441 1533882 454140 1779599 2067072 1824 0 22641 10580 7318585 4242321 3300695 3076264 1342608 1177576 7842334 6671191 4014472 4339381 544171 728275 4558643 5067656 X 3283691 1603535 3283691 1603535 7842334 6671191 X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1228800 422519 806281 5579850 3819802 1760048 509935 509935 3076264 DEPOSITS AND OTHER NON-CURRENT 635511 DUE FROM GOVERNMENT AGENCIES 523334 OTHER RECEIVABLES 17023 DUE FROM STRAUB CLINIC & HOSP 475 DUE FROM HPHRI 1233 1177576 0 457(B) LIABILITY 584381 ESCHEAT LIABILITY 18981 DUE TO PROVIDERS INSURANCE 76424 DUE TO KAPI'OLANI MEDICAL AT PALI MOMI 26858 DUE TO WILCOX HEALTH FDTN 10864 DUE TO KAPI'OLANI HEALTH FDTN 6533 DUE TO KAPI'OLANI MEDICAL SPECIALISTS 3211 DUE TO KAPI'OLANI MEDICAL CTR WOMEN/CHILDREN 982 DUE TO STRAUB FOUNDATION 40 728275 SCHEDULE D - FIN 48 FOOTNOTE PART X, LINE 2 FOLLOWING IS THE FIN 48 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 THOMAS WILLIAMSON MD 222356 0 0 0 0 0 8879 0 5162 0 236397 0 0 0 MARK MAGELSSEN MD 269035 0 0 0 35950 0 9800 0 14872 0 329657 0 0 0 DAVID ROVINSKY MD 555663 0 2500 0 7500 0 9800 0 13800 0 589263 0 0 0 CHARLES A STED 0 753034 0 189314 0 1068643 0 271408 0 12318 0 2294717 0 927278 RAYMOND P VARA JR 0 601040 0 130473 0 658370 0 166024 0 16323 0 1572230 0 558878 DAVID OKABE 0 410893 0 83331 0 333915 0 94274 0 15009 0 937422 0 263953 KENNETH B ROBBINS MD 0 407086 0 83109 0 371172 0 109190 0 17769 0 988326 0 301378 GAIL LERCH 0 320190 0 69507 0 233324 0 82010 0 18165 0 723196 0 185756 VIRGINIA PRESSLER-FISHER MD 0 322660 0 63901 0 200847 0 76480 0 30264 0 694152 0 145627 CHARLES R CHING 0 309809 0 61739 0 174065 0 68962 0 10256 0 624831 0 129699 STEVEN ROBERTSON 0 306299 0 66491 0 75142 0 66642 0 27163 0 541737 0 25048 EARL INOUYE 0 229057 0 28589 0 80417 0 30185 0 2990 0 371238 0 52775 ARTHUR GLADSTONE 0 279978 0 43298 0 73852 0 21015 0 22527 0 440670 0 46593 TERRY LONG 0 162112 0 26010 0 62610 0 28138 0 7820 0 286690 0 46971 HILTON RAETHEL 0 203431 0 24396 0 76620 0 11637 0 3051 0 319135 0 75187 SUSAN MASUMOTO-NONAKA 0 197875 0 24444 0 38185 0 11637 0 28384 0 300525 0 23460 WARREN CHAIKO 0 210889 0 26472 0 50035 0 11653 0 19103 0 318152 0 26874 LYNNE JOHNSON-JOSEPH 0 163920 0 25974 0 17668 0 13564 0 19619 0 240745 0 0 STEPHEN KEITH MD 723156 0 0 0 0 0 9800 0 13560 0 746516 0 0 0 SURENDRA RAO MD 714288 0 0 0 0 0 9800 0 13800 0 737888 0 0 0 JOHN CULLINEY MD 541042 0 23400 0 0 0 9800 0 14383 0 588625 0 0 0 MICHAEL L MAY MD 546132 0 0 0 0 0 9800 0 5162 0 561094 0 0 0 ALLEN JOHNSON 542928 0 0 0 0 0 9800 0 10373 0 563101 0 0 0 PAULA DIAS 0 191240 0 24224 0 54785 0 11638 0 13879 0 295766 0 35942 JOHN HARLACHER 0 105163 0 3038 0 0 0 6276 0 13374 0 127851 0 0 KENNETH PIERCE MD 0 0 0 0 0 174532 0 0 0 0 0 174532 0 0 KEOKI CLEMENTE 0 102087 0 1248 0 0 0 1848 0 14068 0 119251 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. SEVERANCE PAYMENT SCHEDULE J, PART I, LINE 4A PAID TO KENNETH PIERCE, M.D. BY HAWAI'I PACIFIC HEALTH, FILING ORGANIZATION'S PARENT. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B AMOUNTS PAID OUT DURING THE YEAR BY RELATED ORGANIZATION: WARREN CHAIKO $26,874 CHARLES R. CHING $129,699 ARTHUR GLADSTONE $46,593 EARL INOUYE $52,775 GAIL LERCH $185,756 TERRY LONG $46,971 SUSAN MASUMOTO-NONAKA $23,460 DAVID OKABE $263,953 VIRGINIA PRESSLER-FISHER, M.D. $145,627 STEVEN ROBERTSON $25,048 HILTON RAETHEL $75,187 KENNETH B. ROBBINS, M.D. $301,378 CHARLES A. STED $927,278 RAYMOND P. VARA, JR. $558,878 PAULA DIAS $35,942 RAYMOND P. VARA, JR. $558,878 PAULA DIAS $35,942 IN RESPONSE TO NEW REGULATORY REQUIREMENTS ASSOCIATED WITH INTERNAL REVENUE CODE SECTIONS 409A AND 457(F). HPH PROVIDED AN OPTION TO ITS OFFICERS ON PAYING OUT ACCUMULATED BALANCES ON ITS VARIOUS NON-QUALIFIED DEFERRED COMPENSATION ARRANGEMENTS IN 2009 OR TO DEFER ITS DISTRIBUTION SUBJECT TO CLIFF VESTING IN ACCORDANCE WITH THE IRS APPROVED ONE TIME 409A TRANSITION RULE. CERTAIN OFFICERS SELECTED THE PAY OUT OPTION ON THE ACCUMULATED BALANCE ASSOCIATED WITH THE CAPITAL ACCUMULATION PLAN AND ITS RESTORATION PLAN DURING 2009. THE AMOUNTS PAID OUT HAVE BEEN INCLUDED IN THE W-2 OF THOSE PARTICIPANTS ELECTING THE PAYOUT OPTION. 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. NON-FIXED PAYMENTS TO PERSON LISTED ON PART VII, SECTION A, LINE 1A SCHEDULE K, 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. AMY HUTSON FAMILY MEMBER OF DIRECTOR 91000 COMPENSATION false STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A ESTABLISHED IN 1967, KAUA'I MEDICAL CLINIC 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, KAUA'I MEDICAL CLINIC WORKS IN PARTNERSHIP WITH WILCOX MEMORIAL HOSPITAL AS PART OF WILCOX HEALTH. TOGETHER, THEY PROVIDE PRIMARY AND SECONDARY CARE, OFFERING MORE THAN 20 MEDICAL SPECIALTIES AT FOUR LOCATIONS ON KAUA'I. THE MAIN CLINIC IS IN LIHUE, WITH THREE SATELLITE LOCATIONS IN KAPAA, KOLOA AND ELEELE. KAUA'I MEDICAL CLINIC EMPLOYS 88 PROVIDERS AND 113 DIRECT SUPPORT STAFF. TOTAL PATIENT ENCOUNTERS AT THE CLINICS WERE 322,161 IN FISCAL YEAR 2010. KAUA'I MEDICAL CLINIC IS KAUAI'S ONLY MULTI-SPECIALTY MEDICAL GROUP AND ONE OF HAWAII'S LARGEST AND MOST COMPREHENSIVE MEDICAL PRACTICES. IT PROVIDES CARE IN CARDIOLOGY, DERMATOLOGY, FAMILY MEDICINE, GASTROENTEROLOGY, GENERAL MEDICINE, GENERAL SURGERY, HEMATOLOGY, INFECTIOUS DISEASES, INTERNAL MEDICINE, NEUROLOGY, OBSTETRICS AND GYNECOLOGY, ONCOLOGY, ORTHOPEDIC SURGERY, OTOLARYNGOLOGY, PEDIATRICS, PSYCHIATRY, PODIATRY, RHEUMATOLOGY AND UROLOGY. THIS RANGE OF SERVICES, TOGETHER WITH MULTIPLE LOCATIONS, MAKE TOP-QUALITY CARE AND THE LATEST MEDICAL TECHNOLOGY MORE ACCESSIBLE FOR KAUA'I RESIDENTS. IN ADDITION, THE CLINICS OFFER PATIENTS ACCESS TO APPOINTMENT SCHEDULING, URGENT CARE SERVICES, CHRONIC DISEASE HEALTH MANAGEMENT PROGRAMS, DIABETES CONSULTATION AND EDUCATION, DIAGNOSTIC IMAGING, FINANCIAL COUNSELING, AND AN ON-SITE PHARMACY. KAUA'I MEDICAL CLINIC PLAYS AN ACTIVE ROLE AS A COMMUNITY PARTNER BY EXTENDING CARE OUTSIDE ITS WALLS THROUGH HEALTH EDUCATION, PREVENTION PROGRAMS AND SUPPORT GROUPS. IN FISCAL 2010, THESE INCLUDED DIABETES EDUCATION AND SUPPORT GROUPS FOR INSULIN PUMP USERS, A SPEAKER'S SERIES ON SPORTS MEDICINE, ACTIVE PARTICIPATION IN WATER SAFETY AND INJURY PREVENTION, AND PARTICIPATION IN ANNUAL HEALTH FAIRS. THE CLINIC HELPED SPONSOR THE ARTHRITIS WALK AND OLD KOLOA SUGAR MILL WALK/RUN, ITS BONE AND JOINT CENTER SPONSORED KIDS SUMMER FEST TO RAISE AWARENESS OF THE IMPORTANCE OF PHYSICAL ACTIVITY, AND ITS CARDIOLOGY DEPARTMENT, TOGETHER WITH WILCOX MEMORIAL HOSPITAL, SPONSORED A "HEART HEALTHY" COMMUNITY EVENT. IN ADDITION, STAFF SUPPORTED THEIR COMMUNITY BY PARTICIPATING IN ANNUAL CHARITABLE ENDEAVORS, INCLUDING THE PARADE OF LIGHTS, THE AMERICAN CANCER SOCIETY'S RELAY FOR LIFE, TOYS FOR TOTS, THE ALOHA UNITED WAY WALK, THE MARCH OF DIMES WALKAMERICA, BLUE JEANS FOR BABIES, KAUA'I FOODBANK, AND BY PROVIDING PHYSICIAN SUPPORT TO LOCAL HIGH SCHOOL FOOTBALL TEAMS. KAUA'I MEDICAL CLINIC TREATS ALL PATIENTS, REGARDLESS OF THEIR ABILITY TO PAY, THUS SERVING TOGETHER WITH WILCOX MEMORIAL HOSPITAL AS ONE OF THE COMMUNITY'S SAFETY NET PROVIDERS OF HEALTH CARE. AN ESTABLISHED CHARITY CARE POLICY SETS GUIDELINES ON WHICH PATIENTS QUALIFY FOR FREE OR DISCOUNTED CARE. IN FISCAL YEAR 2010, KAUA'I MEDICAL CLINIC PROVIDED $811,048 WORTH OF UNCOMPENSATED CARE TO PATIENTS. 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. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS 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 APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, LINE 7B HAWAI'I PACIFIC HEALTH, AS MEMBER, HAS THE EXCLUSIVE POWER TO TAKE AND DIRECT THE FOLLOWING ACTIONS OF THE CORPORATION: (I) 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; (II) 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; (III) AMEND THE BYLAWS; (IV) PARTICIPATION IN ALL LONG TERM FINANCING TRANSACTIONS WHICH ARE IN EXCESS OF ONE (1)YEAR AND/OR FOR ONE MILLION DOLLARS ($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, ADVISORY SERVICE AND ASSET MANAGEMENT OF THE FINANCIAL ASSETS OF THE CORPORATION; (VII) EFFECT INTER-CORPORATE TRANSFERS BY AND BETWEEN THE CORPORATION 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 CORPORATION, LIMITED LIABILITY COMPANY, OR PARTNERSHIP OR OTHER ORGANIZATION THAT IS OWNED SOLELY BY THE CORPORATION; (X) 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"); (XI) 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; (XII) 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; (XIII) 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; (XIV) 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; (XV) AFTER CONSULTING WITH THE BOARD, DEVELOP AND PROMULGATE THE CORPORATE GOALS AND THE LONG RANGE AND STRATEGIC PLANS OF THE CORPORATION; AND (XVI) 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: (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 CORPORATION EXCEEDING ONE MILLION DOLLARS ($1,000,000) IN VALUE; (V) ACQUIRE ASSETS WORTH OVER ONE MILLION DOLLARS ($1,000,000); (VI) ACQUIRE SHARES IN ANOTHER CORPORATION; (VII) 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; (VIII) 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; (IX) 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; (X) MERGE THE CORPORATION WITH ANY ENTITY; (XI) DISSOLVE OR LIQUIDATE THE CORPORATION; (XII) ISSUE THE CORPORATION'S MEMBERSHIP TO ANYONE OTHER THAN THE MEMBER; (XIII) 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 (XIV) 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 11A 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 COMMITTE 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. 990S WILL BE POSTED TO HPH'S WEB SITE FOR PUBLIC ACCESS AFTER THE FILING OF THE RETURN WITH THE IRS. MONITORING & ENFORCING OF CONFLICT OF INTEREST POLICY 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: - RECEIVED A COPY OF THE CONFLICT OF INTEREST ("COI") POLICY; - HAS READ AND UNDERSTANDS 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. OFFICES AND POSITIONS FOR WHICH PROCESS WAS USED, AND YEAR PROCESS WAS LAST COMPLETED FORM 990, PART VI, LINE 15A & 15B COMPENSATION FOR HPH EXECUTIVES (VICE PRESIDENT AND ABOVE) IS SET BY THE HAWAI'I PACIFIC HEALTH ("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. DISCLOSURE OF 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 WILL BE MADE AVAILABLE TO THE PUBLIC VIA THE HAWAI'I PACIFIC HEALTH WEBSITE. SCHEDULE J-2, COLUMN B INDIVIDUALS LISTED ON SCHEDULE J-2 ALSO DEVOTE TIME TO RELATED ORGANIZATION AS LISTED BELOW: HAWAI'I PACIFIC HEALTH C.R. CHING 30.0 CHAIKO 15.0 GLADSTONE 5.0 INOUYE 25.0 LERCH 40.0 LEWIS .3 LONG 32.0 MASUMOTO-NONAKA 20.0 OKABE 35.0 PRESSLER-FISHER 45.0 RAETHEL 15.0 ROBBINS 10.0 ROBERTSON 15.0 STED 32.0 VARA 5.0 KAPI'OLANI HEALTH FOUNDATION C.R CHING .5 INOUYE .5 LEWIS .2 LONG .5 OKABE 1.0 PRESSLER-FISHER 1.0 STED 3.0 KAPI'OLANI MEDICAL CENTER AT PALI MOMI C.R. CHING 1.0 CHAIKO 10.0 GLADSTONE .5 INOUYE 1.0 LERCH 6.0 LEWIS 6.0 MASUMOTO-NONAKA 8.0 OKABE 3.0 PRESSLER-FISHER 1.0 RAETHEL 5.0 ROBERTSON 8.0 STED 2.0 VARA 10.0 KAPI'OLANI MEDICAL CENTER FOR WOMEN & CHILDREN C.R. CHING 4.0 CHAIKO 15.0 DIAS 30.0 GLADSTONE .5 INOUYE 5.0 LERCH 6.0 LEWIS 10.8 MASUMOTO-NONAKA 10.0 OKABE 4.0 PRESSLER-FISHER 1.0 RAETHEL 10.0 ROBERTSON 12.0 STED 2.0 VARA 10.0 KAPI'OLANI MEDICAL SPECIALISTS C.R. CHING 3.0 CHAIKO 1.0 INOUYE 2.0 LERCH 1.0 LEWIS 1.3 OKABE 1.0 RAETHEL 5.0 ROBBINS .2 ROBERTSON 1.0 STED 1.0 PROVIDERS INSURANCE CORPORATION C.R. CHING 2.0 OKABE 1.0 STED 1.0 VARA 5.0 STRAUB CLINIC & HOSPITAL C.R. CHING 3.0 CHAIKO 5.0 DIAS 2.0 GLADSTONE 50.0 INOUYE 6.0 LERCH 6.0 LEWIS 15.0 MASUMOTO-NONAKA 12.0 OKABE 6.0 PRESSLER-FISHER 2.0 RAETHEL 10.0 ROBBINS 40.0 ROBERTSON 15.0 STED 3.0 VARA 15.0 STRAUB FOUNDATION C.R. CHING .5 LEWIS .5 OKABE .5 ROBBINS .1 STED 1.0 VARA .1 WILCOX HEALTH FOUNDATION C.R. CHING .5 INOUYE .5 LEWIS .5 OKABE .5 PRESSLER-FISHER 1.0 STED 1.0 WILCOX MEMORIAL HOSPITAL C.R. CHING 5.0 CHAIKO 5.0 CULLINEY .2 GLADSTONE .5 INOUYE 12.0 LERCH 1.0 LEWIS 3.9 LONG 4.0 MASUMOTO-NONAKA 9.0 OKABE 3.0 PRESSLER-FISHER 2.0 RAETHEL 5.0 RAMEY 20.0 ROBERTSON 8.0 STED 8.0 SCHEDULE R, PART V, LINE 2 IN GENERAL, AMOUNTS REPORTED WITH RELATED ORGANIZATIONS ARE DETERMINED BASED ON MARKET VALUES FOR SIMILAR ITEMS OR SERVICES HAWAI'I PACIFIC HEALTH 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990246363 HOLDING CO. HI 501 (C)(3) 11B TYPE II 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 KAPI'OLANI MEDICAL CENTER AT PALI MOMI 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 FUNDRAISING 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 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 990109350 RESEARCH/EDU HI 501(c)(3) 7 NA PROVIDERS INSURANCE CORPORATION 55 MERCHANT STREET 24TH FLOOR HONOLULU HI 96813 710893000 NFP INSURANCE HI 501(c)(3) 11B TYPE II 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 true false false false false false true false false false false true true true true true PROVIDERS INSURANCE CORPORATION Q 1073446 WILCOX MEMORIAL HOSPITAL P 1725780 WILCOX MEMORIAL HOSPITAL Q 108944 KAPI'OLANI MEDICAL CENTER FOR WOMEN& CHILDREN 0 KAPI'OLANI HEALTH FOUNDATION 0 KAPI'OLANI MEDICAL SPECIALISTS 0 KAPI'OLANI MEDICAL CENTER AT PALI MOMI 0 WILCOX HEALTH FOUNDATION 0 STRAUB CLINIC & HOSPITAL 0 STRAUB FOUNDATION 0 HAWAI'I PACIFIC HEALTH PARTNERS INC & SUB 0