Harvard Pilgrim Health Care Inc

“Detail of family or business relationships business relationship - the following individuals served on the boards or were an officer or key employee of one or more for-profit organizations affiliated with the filing organization from 1/1/2024 to 12/31/2024: cain hayes, director; president & ceo (end 9/12/2024) susan kee, clerk/secr; chief legal officer eileen auen, director, chair; executive chair (add'l executive chair title start 9/12/2024) r. Scott walker, cfo; president (add'l president title start 9/12/2024) ------------”

“Delegation of control of management duties the filing organization's sole member is point32health, inc. Its affiliate, point32health services, inc., performs certain management, administrative, and marketing services for the filing organization and other affiliates. The officers, key employees, and highest compensated employees listed in part vii, section a are employees of point32health services, inc. Their compensation is listed in part vii, section a and schedule j. ----------”

“Members or stockholders p32h is the sole corporate member of the organization. ----------”

“Power to elect or appoint members p32h as the sole corporate member of the organization, elects the members of the organization's governing body. ----------”

“Decisions reserved to members or stockholders p32h, as the sole corporate member of the organization, has the right to make certain decisions regarding the organization, and is required to approve any changes to the organization's bylaws. ----------”

“Contemporaneous board meeting documentation for a majority of the time, the organization contemporaneously documents meetings held and written actions undertaken by its governing body and committees. However, on limited occasions, the governing body or a committee may have a series of conference calls and minutes for those calls are not approved until the next meeting. ----------”

“Process used to review the form 990 this form 990 was prepared by the organization's external accountant, reviewed by p32h's finance department and certain sections are reviewed for input by subject matter personnel in other departments throughout the organization. The form 990 is provided to the board of directors before filing. ----------”

“Monitoring & enforcement of compliance with conflict-of-interest policy: the p32h's conflict of interest ("coi") policy and procedures ("p&p") applies to the filing company as a subsidiary organization. The p32h's coi p&p is reviewed annually, revised as needed and approved upon material revisions. The policy requires all employees, including the president and ceo and governing body members to comply with the coi policy and processes. All employees receive annual compliance training which include expectations related to following the coi p&p. The coi p&p requires the officers, key employees and board of directors of the tax-exempt entities to complete and submit an annual disclosure survey and statement to the chief legal officer ("clo") or designee in the legal department, listing any outside relationships, including financial and/or board relationships that they or a family member have with p32h's (or its subsidiaries) suppliers, purchasers, providers and/or competitors. Additionally, p32h requires executive management and senior management (as defined in the coi policy) to complete and submit an annual disclosure survey and statement to the chief compliance officer or director, corporate compliance. By completing the annual disclosure statement, these individuals acknowledge the point32health coi p&p. All employees are required to report the offer by an outside entity of gifts over $250, honoraria or coverage of business expenses, or other events or relationships that may be perceived as conflicts to the chief compliance officer, director, corporate compliance or designee and the employee's management. Both must approve before acceptance is allowed. There are protocols and processes to review any disclosure that might be a potential conflict of interest. Board members, officers, and key employees' responses to the disclosure survey and statement are reviewed by the clo, who will review the self-disclosure with the chair of the governance committee of the board of directors of p32h and determine expectations and recommended actions if needed. A summary report of all disclosed actual or potential conflicts along with any recommended actions to address a disclosed actual or potential conflict is reviewed and approved by the governance committee and the committee's review/findings are reported to the full board. The clo communicates the recommend actions to individual survey recipients. The chief compliance officer is consulted and informed of the decisions made by the clo or legal designee. Executive management and senior management's responses to the disclosure survey and statement are reviewed by the director, corporate compliance, legal, and chief compliance officer, who will report to the clo any potential conflicts along with any recommended actions to address the potential conflict, if necessary. Recommended actions/expectations are communicated by the director, corporate compliance/chief compliance officer to impacted individuals. For conflict disclosures involving the chief compliance officer, the clo will make the final determination. Any actual or potential conflict of interest that arises after completion of the disclosure survey will follow the same review process. ----------”

“Written whistleblower/non-retaliation policy the filing organization is subject to the written whistleblower/non-retaliation policy within the code of conduct that was approved by the board of directors of p32h. ----------”

“Written document retention policy the filing organization is subject to the written document retention policy and record retention schedule of p32h. ----------”

“Compensation review and approval the filing organization's parent company, p32h has an independent human resources committee (the "committee") that annually reviews the total remuneration opportunities, policies and programs of the ceo and certain executives, including other officers and key employees as well as individuals the committee deems appropriate to review. The committee is comprised of independent directors of the company. The committee considers market data and analyses assembled by independent and internal compensation consultants with the goal to determine executive total remuneration that is reasonable and competitive within the industry and geography in which p32h operates. ----------”

“Process for making documents available to the public the organization's governing documents, coi policy, and annual financial report and quarterly financial updates are made available to the public upon request. ----------”

“Supplemental compensation information greg shell did not earn compensation in 2024. ----------”

“Detail regarding the organization mission harvard pilgrim health care inc.'s ("harvard pilgrim"hphc") purpose is to guide and empower healthier lives for everyone. For more than 50 years, harvard pilgrim has built a reputation for exceptional clinical quality, preventive care, disease management and member satisfaction. Hphc operates as a not-for-profit health plan providing comprehensive health benefit plans, access to health care and other related services in massachusetts and maine to group, individual and medicare members through contracts with physicians, established primary care and multispecialty physician groups, hospitals and other health care providers. Hphc is part of the point32health ("p32h") family of companies. ----------”

“Detail of fundraising expenses there are no expenses for fundraising included in the income statement for hphc. Any costs incurred with the administration of federal or private grants are incurred by the parent entity. ----------”

“Detail of other changes in net assets capital contribution from p32h 115,000,000 dividends to p32h inc. (50,000,000) change in non admitted assets (4,868,745) change in prior service costs and recognized gain for postretirement medical plan 18,001 other changes in net assets ----------- total $ 60,149,256 ----------”

“Accounting method used to prepare form 990 hphc follows the statutory accounting method prescribed by the national association of insurance commissioners' accounting practices and procedures manual for statutory accounting principles. ----------”