Highmark Health

“Form 990, Part III, Line 1 MISSION HIGHMARK HEALTH IS THE PARENT OF AN INTERDEPENDENT SYSTEM DESIGNED TO DELIVER HIGH QUALITY, ACCESSIBLE, UNDERSTANDABLE AND AFFORDABLE EXPERIENCES, OUTCOMES AND SOLUTIONS FOR OUR CUSTOMERS. VISION HIGHMARK HEALTH'S DEDICATED AND RESPECTED EMPLOYEES WILL BE LEADERS IN THE HEALTH CARE INDUSTRY, WORKING TO IMPROVE THE TOTAL HEALTH CARE EXPERIENCE OF OUR CUSTOMERS. VALUES PEOPLE MATTER - EVERY PERSON CONTRIBUTES TO OUR SUCCESS. WE STRIVE FOR AN INCLUSIVE CULTURE, REGARDING PEOPLE AS PROFESSIONALS AND RESPECTING INDIVIDUAL DIFFERENCES WHILE FOCUSING ON THE COLLECTIVE WHOLE. STEWARDSHIP - WORKING TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE AND WISELY MANAGING THE ASSETS WHICH HAVE BEEN ENTRUSTED TO OUR CARE. TRUST - EARNING TRUST BY DELIVERING ON OUR COMMITMENTS AND LEADING BY EXAMPLE. INTEGRITY - COMMITTING TO THE HIGHEST STANDARDS ENCOMPASSING EVERY ASPECT OF OUR BEHAVIOR INCLUDING HIGH MORAL CHARACTER, RESPECT, HONESTY AND PERSONAL RESPONSIBILITY. CUSTOMER-FOCUSED COLLABORATION - BECAUSE NO ONE PERSON HAS ALL THE ANSWERS, WE ACTIVELY SEEK TO COLLABORATE WITH EACH OTHER TO ACHIEVE THE RIGHT OUTCOMES FOR OUR CUSTOMERS. COURAGE - EMPOWERING EACH OTHER TO ACT IN A PRINCIPLED MANNER AND TO TAKE APPROPRIATE RISKS TO DO WHAT IS RIGHT TO FULFILL OUR MISSION. INNOVATION - COMMITTING TO CONTINUOUS LEARNING AND EXPLORING NEW, BETTER, AND CREATIVE WAYS TO ACHIEVE OUR VISION. EXCELLENCE - BEING ACCOUNTABLE FOR CONSISTENTLY EXCEEDING THE EXPECTATIONS OF THOSE WE SERVE.”

“Form 990, Part VI, Line 2 The following Board members have a business relationship through their connection of serving together on the Board of related taxable non-profit organizations: David Malone, David Blandino, David Matter, Steven Hoffman, Thomas Donahue, Victor Roque, Joseph Guyaux, Gregory Jordan, Susan Shoval. David Holmberg and Dennis Cronin have a business relationship.”

“Form 990, Part VI, Line 11b The Highmark Health IRS Form 990 was prepared by its external tax advisors, Grant Thornton, LLP and reviewed by the Highmark Health Tax Department, Senior Management of the organization and the Audit and Compliance Committee. Before filing the tax return with the Internal Revenue Service, a final copy was provided to all members of the Board of Directors.”

“Form 990, Part VI, Line 12c Highmark Health (HH), has a corporate compliance department that monitors and oversees compliance with the Conflict of Interest Policy for all entities within the filing group. The following describes the manner in which the corporate compliance department monitors and oversees compliance with the conflict of interest policy: Conflict of interest disclosure forms are completed on an annual basis by all board members, officers, and any person who has authority to act on behalf of the board of directors, key employees, managers and above, persons with purchasing authority including procurement department employees and committee which may influence purchasing decisions, and any other employees as designated by the compliance department. Upon completion of the above disclosure statement by all applicable individuals, the integrity and compliance department reviews all disclosures. Those that require additional information or clarification are contacted by the integrity and compliance department requesting such. Once received, all information is evaluated in consultation with the legal department and senior management as applicable to determine whether a real or potential conflict of interest exists. Those conflicts that require a mitigation plan are developed and approved in coordination with the respective responsible senior management. The senior managers are responsible for discussing the mitigation plan with the individual as needed and monitoring compliance with the mitigation plan. A final report of all board and executive level management disclosures is submitted for review to the audit and compliance subcommittee of the board, as well as by the board of directors.”

“Form 990, Part VI, Line 15a and 15B The Highmark Health (HH) corporate follows a process for determining compensation for executive positions, (including officers, key employees and other management positions), and are covered by the HH executive compensation policy. The policy was approved by the Highmark Health board of directors. It is the policy of HH management to compensate its executives in accordance with the market and in relation to the experience, service and accomplishments of the individual both prior to and during their service with HH. The personnel and compensation committee (P&C) recommends and the HH Board approves the compensation for the president and CEO of HH. The P&C committee approves the compensation of all senior executives who report directly to the president and CEO of HH, the compensation of the President and CEO of AHN and the compensation of all non-hospital senior executives who report directly to the CEO of AHN. The P&C committee uses comparability data provided by an independent compensation consultant. The external consultant provides a letter of reasonability for all offers made to new executives that report to the HH CEO, AHN CEO and the direct reports of each. Each P&C committee member voting on a senior executive's compensation arrangement ensures that he or she has no conflict of interest, including that he or she (a) does not economically benefit from the proposed employment; (b) does not receive compensation subject to the approval of the proposed employee; and (c) has no material financial interest affected by the transaction. HH management, in coordination with the independent consultant to the HH P&C committee obtains appropriate market comparability data for each entity, including nationally published compensation surveys and/or specific organization peer groups, to prepare compensation recommendations for all key executives, including officers, key employees, and other disqualified persons. Recommendations are reviewed and approved by a committee that is independent with respect to the compensation provided to the executives. Compensation may include several forms of cash compensation, including base salary, performance-based incentive compensation, and a competitive employee benefits program. Base salary is the fixed element of compensation intended to align with each executives role, responsibilities, overall performance and other contributions. Incentive compensation is used to provide variable, or "at risk" compensation based on the performance of both the executive and the organization. Executives can earn incentive compensation only if the organization achieves certain pre-determined financial goals. The plans are intended to hold executives accountable for achieving performance that is consistent with the short-term and long-term goals and objectives of the organization. All entities within the filing follow the requirement in the regulations to comply with the rebuttable presumption of the reasonableness of compensation.”

“Form 990, Part VI, Line 19 Highmark Health (HH) does not make its governing documents available to the public. The audited financial statements of HH are included in a consolidated financial statement for the health system. It is available upon request and approval by the CFO of Highmark Health. HH has adopted a conflict of interest policy that is uniformly applied to all HH organizations. This policy is not made available to the public.”

“Part VII, Section B, Line 1 The expenditures of Highmark Health are paid by affiliated organizations and reimbursed by Highmark Health. The affiliate organizations issue Forms 990 separate from Highmark Health. Listed in this Form 990, Part VII are the five highest paid independent contractors that provided services to Highmark Health for which Highmark Health reimbursed the affiliated organizations.”

“Form 990, Part IX, Line 9 Equity transfers to subsidiaries $4,956,873”