Providers Insurance Corporation

“Description of classes of persons and the nature of their rights hawai'i pacific health is the sole member and has the power to elect members of the organization's governing body.”

“Descr classes of persons, decisions req approval & type of voting rights hawai'i pacific health, as member, has the following powers reserved to approve the following: (i) elect a director to the board; (ii) remove a director from the board; (iii) amend these bylaws; (iv) the corporation's participation in all long term financing transactions which are in excess of one year and/or for $1,000,000 or more; (v) acquire assets worth over $1,000,000; (vi) acquire shares in another corporation; (vii) develop & implement the general policies regarding the corporation's executive compensation & benefit plans; (viii) form a new corporation, limited liab. Co., partnership, or other organization that is owned solely by the corporation; (ix) form a joint or other business relationship (other than the ordinary course of business contracts) between the corporation & any person or entity; (x) develop & promulgate the corporate goals & the long range & strategic plan of the corporation. In addition, decisions of the governing body requiring the approval of hawai'i pacific health, as members, include: (i) amend the articles; (ii) appoint any independent auditor or corporate counsel for the corporation; (iii) cause the corporation to engage in aggregate borrowing (including, without limitation, entering into lease agreements and/or installment contracts), for periods of more than one (1) year for any purpose in an amount that is in excess of a dollar amount to be determined by the member from time to time; (iv) purchase, sell, lease, dispose, hypothecate, exchange, gift, pledge, encumber, or dispose of an asset, real or personal, which: (a) has a value in excess of a dollar amount to be determined by the member from time to time; and (b) is not previously included in the capital budget of the corporation; (v) allow any affiliate to participate in and obtain insurance from the corporation's insurance plan; (vi) issue the corporation's membership to anyone other than the member; (vii) merge and/or consolidate the corporation with any entity; and (viii) dissolve the corporation.”

“Review of the 990 by the organization's governing body various schedules of the 990 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 990 of each filing organization within the health care system. Once senior management has completed its review, the 990 are then provided to the governance and nomination committee of the health care system's board of directors for their review. The governance and nominating committee of the parent entity's (hph) board provides oversight for the 990 reporting and reviews the 990 for each entity prior to filing. In addition, the 990 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 990 are made available to the board members of each subsidiary unit of hph and are physically located at each facility's site for the board member to review prior to filing. The 990 will be posted to hph's web site for public access after the filing of the returns with the irs.”

“Monitoring & enforcing of conflict of interest policy 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 to the policy; 4) has disclosed any conflicts or potential conflicts or economic interests as required; and 5) 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.”

“Process of determining compensation the president, officers and key employees of the organization are not compensated by the filing organization, but rather by the tax exempt parent, hph. Following is the process that the parent organization undertakes to approve the president, officers and key employees' compensation. Compensation for hawai'i pacific health ("hph") executives (vice president and above) is set by the independent board members who are members of the hph compensation committee. On an annual basis the hph board chairperson (who is independent) selects a neutral third party executive compensation consultant to review the executive's 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. 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 9, 2020 to review physician compensation and on july 29, 2020 to review executive compensation.”

“Disclosure of gov docs, conflict of interest policy & fin statements 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.”

“Describe the organization's mission as a captive insurance company, providers insurance corporation provides general liability occurrence based coverage and health care professional liability claims-made coverage on a direct basis to hawai'i pacific health and its affiliates. Form 990, part iii, line 4a program service activity healthcare professional liability including blanket special events, druggist professional liability, managed care liability, institutional review board coverage, punitive damages, and exemplary and/or multiplied damages coverage. General liability coverage including blanket special events, employee benefit administration liability, employer's liability excess, excess automobile liability, health care benefit administration, institutional review board coverage, punitive damages and exemplary and/or multiplied damages, sexual misconduct and medical expenses.providers insurance corporation's revenues from insurance premiums are charged based on expected losses as determined by actuarial assumptions. 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. Premiums are charged based on expected losses as determined by actuarial assumptions. 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.”

“Other changes in net assets or fund balances $ 721,362 - equity transfers with affiliates. __________ $ 721,362 - total”