Western Health Advantage

“Dignity community care and northbay healthcare group are members of western health advantage.”

“Wha is a community health plan controlled by its two members, both of which are health systems tax exempt under 501(c)(3). The member health systems control the appointment of six out of eight members to the board of directors of wha, with the seventh member being elected by a majority of the other directors and the eighth member being the president serving on the board ex oficio.”

“Dignity community care and northbay healthcare group retain the approval rights afforded members for certain significant transactions (e.g. Change in bylaws).”

“There are no committees with authority to act on behalf of the board.”

“The board of directors reviews the form 990 before the return is filed. The organization's cfo and finance director work closely with an outside accounting firm to prepare and review the return. A complete copy of form 990 is provided to the entire board prior to filing with the internal revenue service.”

“On an annual basis, the organization distributes conflict of interest questionnaires which the board members, officers, and key employees complete and return. The chief legal officer of the organization reviews the returned forms for compliance. If a conflict is reported it would be handled in accordance with the conflicts of interest policy, which requires individuals with a potential conflict to recuse themselves from the board's deliberations on the issue of conflict.”

“The board of directors reviews the compensation of the chief executive officer and authorizes the ceo to approve compensation of the other chief level employees with the caveat that all compensation of the chief level employees must be within the recommendations of the independent compensation report. A written policy requires that the board determine that compensation is reasonable to wha based upon information sufficient to determine whether the value of services is the amount that would ordinarily be paid for like services by like enterprises, whether taxable or tax exempt. Under like circumstances relevant information includes, but is not limited to, compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions, the availability of similar services in the geographic area of the applicable tax exempt organization, current compensation surveys compiled by independent firms, and actual written offers from similar institutions competing for the services of the disqualified person. The board must also make a finding that compensation to the ceo and cfo is just and reasonable. Any members of the board who have a conflict cannot be included in the decision making.”

“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 its financial statements available upon request.”

“Capitation expense: program service expenses 588,757,593. Management and general expenses 0. Fundraising expenses 0. Total expenses 588,757,593. Claims expense: program service expenses 124,295,320. Management and general expenses 0. Fundraising expenses 0. Total expenses 124,295,320. Medical administration: program service expenses 14,362,863. Management and general expenses 0. Fundraising expenses 0. Total expenses 14,362,863.”

“Unrealized loss from 457(f) plan 124,280. Unrelated business income -57,122.”