Kaiser Foundation Health Plan of Washington

“Form 990, part vi, section a, line 6 group health cooperative (ghc) has voting members. The ghc bylaws outline a number of purposes, including to serve the greatest possible number of people under consumer cooperative principles without discrimination. Eligible consumers who believe in this purpose are encouraged to become voting members and participate in governing ghc. To be eligible for membership, a consumer must be eighteen years of age or older and current in monthly premiums.”

“Form 990, part vi, section a, line 7a ghc has voting members. The rights of members are delineated in ghc's bylaws and include the determination of qualifications for membership; the election of members of the board of trustees (ghc's governing body); the election of the chair of the standing nominating committee of the membership (which evaluates and nominates candidates for election to the board); adoption of resolutions that are advisory to the board; approval of extraordinary actions; and amendment of the preamble, membership, and membership rights sections of the bylaws.”

“Form 990, part vi, section a, line 7b ghc bylaws provide that the merger or consolidation of ghc with another entity, the voluntary dissolution of ghc, or the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of ghc must be approved by vote of the members. The board of trustees presents a proposed plan of merger, consolidation, dissolution, or sale, lease, exchange or other disposition of all or substantially all of the property and assets of ghc to the members for approval. Such resolution is first considered at an annual or special meeting. Also, amendments to article 2 of the ghc bylaws (addressing membership and membership rights) may only be approved by vote of the members. The board of trustees may propose amendments to article 2 by resolution.”

“Form 990, part vi, section a, line 11a the form 990 undergoes a robust preparation and review process before it is signed. The organization's finance team works closely with the outside accounting firm it engages to prepare the return and involves many members of management in review of the return. The form 990 is then reviewed by ghc management for accuracy and completeness prior to being presented to ghc's audit and compliance committee of the board of trustees (a duly constituted committee of the board). The final draft form 990 is presented to the audit and compliance committee for review and discussion. The final draft form 990 is also provided to the full board of trustees for review and information before the return is filed.”

“Form 990, part vi, section b, line 12c group health cooperative has an organization-wide conflict of interest policy that covers trustees, officers, and employees. It also applies to certain independent contractors when they perform work on behalf of group health. The policy includes required disclosure procedures which are applied to all group health trustees and group health officers. The audit and compliance committee of the board is responsible for approving compliance procedures related to this policy for trustees and group health officers and is delegated necessary authority to approve such procedures. These procedures include: -trustees and cooperative officers shall provide a written declaration of any actual or potential areas of conflict of interest on an annual basis using forms and procedures developed by the office of compliance and ethics. These declarations are submitted by trustees and officers to the office of compliance and ethics for review. The office of compliance and ethics evaluate the declarations and provides a summary of disclosures that are forwarded to the audit and compliance committee for consideration. Any apparent conflicts of interest and/or other instances of noncompliance with this policy are referred by the audit and compliance committee to the chair of the cooperative for resolution as described below. -during the year, trustees and cooperative officers report material additions or changes to the information provided on annual conflict of interest declarations. These additions or changes to the declarations are submitted to the office of compliance and ethics for review. If the review indicates that there is a conflict of interest or the appearance of one, a summary of the additions or changes is forwarded to the audit and compliance committee, following the process used for annual declarations. -the chair of the cooperative counsels any trustee or officer about prohibited conflicts of interest and other instances of noncompliance with this policy, including apparent undisclosed conflicts of interest and, if not resolved to his/her satisfaction, places the matter on the agenda of an executive session. The chief compliance and ethics officer supports the chair of the cooperative in fulfilling this responsibility. -trustees shall disclose an actual conflict of interest, or the appearance of such a conflict, when such an interest becomes a matter for board action. Any trustee having an actual conflict of interest, or the appearance of a conflict of interest, related to a matter at issue shall not vote, take other action, or use his/her personal influence on the matter beyond that described below. The minutes of the meeting reflects that a disclosure was made and that the trustee abstained from participation in the discussion except as described below. If any trustee has reason to believe s/he or another trustee may have an actual conflict of interest, or the appearance of such a conflict, the trustee shall raise the question for consideration. If there is any disagreement regarding the existence of an actual conflict of interest, or the appearance of such a conflict, the chair of the cooperative polls other trustees to determine if the board concludes that an actual conflict or the appearance of a conflict of interest exists. If the board concludes there is a conflict or the appearance of a conflict, then the trustee abstains from voting or discussions on the matter. The requirements of this paragraph should not be construed as preventing the trustee with an actual conflict of interest, or the appearance of such a conflict, from briefly stating his/her position in the matter, nor from answering pertinent questions of other trustees or officers since his/her knowledge may be of assistance. -group health officers are required to disclose an actual conflict of interest, or the appearance of such a conflict, when such an interest is relevant to a matter in which they have a role, either directly o”

“Form 990, part vi, section b, line 15 group health cooperative (ghc) is governed by an independent board of trustees ("the board"), comprised of 11 consumers elected by ghc's voting members. The board has delegated to the compensation committee of the board (the "committee") the responsibility for negotiating and approving the employment agreement and compensation package for the ghc president and chief executive officer ("ceo"); approving the executive total compensation philosophy that drives all executive compensation decisions; and approving compensation for the executive vice presidents and vice presidents of ghc (except for compensation established in the initial written contracts offered to candidates for vice president positions who are not then employed by ghc and who have not been determined to be a "disqualified person" under applicable irs regulations, as to whom the board has delegated such authority to the ceo). The five members of the committee are the chair of the board of trustees, the vice chair, and three additional trustees selected by the chair. As adopted by the committee, the executive total compensation philosophy provides that ghc will maintain an executive total compensation program designed to facilitate the achievement of its charitable mission, values and organizational goals. Executive compensation is set at a level that enables the organization to attract, retain, motivate and reward the highest caliber executives at a cost that is consistent with our performance and charitable mission. Based upon those principles, the philosophy confirms that compensation will be compared to comparable organizations (hmos and managed care, health care, and health insurance organizations), and that base salary ranges will be built around 50th percentile market base pay levels, annual and long-term incentives will be targeted at the 50th percentile (with an opportunity to earn above that level based on performance), and benefits and perquisites will be established consistent with market practices. A significant portion of executives' total compensation is contingent on individual and organizational performance. Consistent with ghc's philosophy, the committee reviews and approves the annual performance goals and criteria to be used in determining salary increases and incentive compensation criteria for the ghc ceo, executive vice presidents and vice presidents (which group includes all ghc key employees and ghc officers, excluding the chair of the board and the vice chair, who are not employed by ghc). The committee also hires a qualified independent compensation consultant (an independent expert) to review, analyze and provide benchmarking data for the total compensation and benefits packages of the ceo, executive vice presidents and vice presidents. Appropriate comparability data is obtained from the independent expert, i.e., compensation paid by similarly situated organizations (both taxable and tax- exempt, of similar size and in the same industry) for similar job responsibilities. The committee's written records and minutes include the (1) terms of the arrangement with the disqualified person (including the date the arrangement was approved); (2) a list of members present during the debate on the transaction (and how the members voted when it was approved); and (3) a description of the comparable data relied on by the committee. Key deliberations of the committee are also documented in minutes which are approved at the next committee meeting. The committee's compensation decisions are shared with the board. The following are the 2013 offices and positions for which the above-described process was used to establish compensation for the persons who held these positions: president & ceo; vice president (vp), administrative services division; vp, finance; interim vp and chief financial officer; executive vice president (evp), group practice division; vp, network services & provider relations; evp, group practice d”

“Form 990, part vi, section c, line 19 bylaws, consolidated audited financial statements, and the form 990 and 990-t are made available to the general public through ghc's website and by providing paper copies upon request. Copies of the conflict of interest policy are made available upon request.”

“Part xi, line 9 membership $(51,825) capital dues $(69,454) temp restricted $1,781,435 perm restricted $1,111,670 other comprehensive income $146,627,569 retained earnings $50,561,633 ------------ total other changes in net assets $199,961,028”