Kp Medical Foundation

“Voting members and governing body the executive committee shall have the authority to act for the board between meetings to the extent such authority is expressly delegated by the board. The executive committee is responsible for receipt and review of reports on compliance matters from compliance personnel, ceo, or any directors no less than quarterly. The committee shall resolve any questions or matter involving directors or officers that arise from the code of conduct or coi policy and may in its discretion refer the matter to the entire board for resolution. The executie committee has no authority to: (i) take any action that requires approval by the board of directors of a de nonstock corporation under de general corporation law; (ii) amend or repeal any resolution of the board which by its express terms can only be amended or replealed by the board; (iii) create committees or appoint the members thereof; or (iv) approve any aspect of a transaction involving the corporation when a director has a material financial interest in that transaction, except as expressly provided by the law.”

“Significant changes to governing documents article 3 of the bylaws was amended to clarify that the principle of non-representation applied only to clinician directors.”

“The sole corporate member of the corporation is kaiser foundation health plan, inc. (kfhp, inc.), a california nonprofit corporation.”

“Kfhp, inc. Appoints all directors, other than ex officio directors (and fills vacancies and has authority to remove directors).”

“The following actions are reserved to the member or require approval of the member: (i) numerical range of directors; (ii) appointment of the ceo, secretary, and treasurer; (iii) amendment of the certificate of incorporation or bylaws; (iv) any engagement in, or entry into, any transaction providing for the sale, mortgage, or other disposition of all or substantially all of the corporation's assets, a plan of merger or consolidation of the corporation with another corporation, and dissolution; (v) any contract for the corporations (1) material purchase of goods, services, or other assets, or (2) sale of material assets, with such threshold for materiality determined by the member; (vi) any action that would alter the corporation's status as an organization described in section 501(c)(3) of the internal revenue code; (vii) approval of the strategic plans of the corporation; (viii) adoption of the operating budgets and capital plans;. (ix) fixing directors' compensation; and (x) any actions reserved to the members of a nonstock corporation under the delaware general corporation law. The corporation's board may not restrict or limit the power/right of the member without the member's consent and approval.”

“Form 990 Review Process 1. KEY INFORMATION IS OBTAINED AND/OR CONFIRMED WITH INTERNAL SOURCES INCLUDING REGIONAL FINANCE, EXECUTIVE COMPENSATION, TREASURY AND LEGAL. 2. PRIOR TO FINALIZATION, THE RETURN IS REVIEWED WITH AN EXTERNAL TAX ADVISOR. 3. ONCE SIGNED BY AN EXTERNAL TAX ADVISOR, THE RETURN AND UNDERLYING DATA ARE REVIEWED BY AN OFFICER OR A MEMBER OF MANAGEMENT DESIGNATED BY AN OFFICER FOR SIGNATURE AND FILING. 4. COPIES ARE THEN PROVIDED TO BOARD MEMBERS PRIOR TO FILING.”

“Ethics and Compliance Ongoing Monitoring and Enforcement Activities Kaiser Permanente regularly and consistently monitors and enforces compliance with the Conflicts of Interest policy in the following ways: Reporting Conflicts of Interest Concerns - The Ethics and Compliance Hotline or Webline is available to all employees, vendors, contractors, and agents to anonymously report actual or perceived conflicts of interest. The Hotline is managed by a third party; however, reported conflicts of interest allegations are provided to Ethics and Compliance for investigation, and if required, corrective actions are taken to address the conflict of interest. Employees are prohibited from retaliating against or intimidating anyone who reports concerns in good faith or refuse to participate in wrongdoing. Executive Disclosure Process - Executives are required to fill out a disclosure form upon their hiring or promotion to this level. Any necessary actions, such as requesting additional information from the Executive, are handled in compliance with established policies and written standards. Responses and actions regarding conflicts of interest are documented within our record-keeping system for tracking and reporting purposes. Annual Disclosure Process - Annually, Directors, Officers, Key Employees, Executives, and other employees in roles with elevated risk (e.g., research investigator, managers and supervisors with funds disbursement authority, or sales consultants) are required to complete a Conflicts of Interest Disclosure form. Responses are reviewed by Ethics and Compliance, Board Services, and / or the Governance, Accountability and Nominating Committee of the Kaiser Foundation Health Plan/Hospital Board of Directors. When actions are required, they are addressed in accordance with policies and written standards. Conflicts of interest responses and actions are maintained in our system of record for tracking and reporting purposes. Ongoing Disclosure Process - In addition to the annual disclosure process and in accordance with the Conflicts of Interest policy, on an ongoing basis Ethics and Compliance receives, consults, and reports on conflicts of interest matters. External Audit Review of Disclosures - Annually, as a part of the Kaiser Permanente external audit, an outside certified public accounting firm reviews the conflicts of interest disclosure process and actions taken for Directors, Officers, Key Employees, and Executives. The results, inclusive of any findings, are presented to the Kaiser Foundation Health Plan/ Hospital Audit and Compliance Committee of the Board of Directors. Awareness and Enforcement - The following general awareness and enforcement guidelines are followed: - Interactive conflicts of interest scenarios, and the Conflicts of Interest and Corrective or Disciplinary Action policies are provided and reviewed as part of the general annual ethics and compliance training, and compliance training for new employees. - Employees who complete the training are provided learning boosters which occur 2 days, 2 weeks, and 2 months after the course to help retain and apply learning. - The Conflicts of Interest Policy is reviewed and attested to by those selected to complete the annual disclosure form. - Conflict of interest topics (e.g., how to disclose conflict of interest situations, examples of conflicts of interest, etc.) are included in annual Ethics and Compliance week's activities. - Road shows are conducted throughout the year to educate employees in elevated risk departments, such as Community Health, on conflicts of interest situations. - Represented employees are subject to corrective or disciplinary action provisions outlined in the regional or national collective bargaining agreements and applicable policies. In the event disciplinary action is required due to failure to comply with applicable legal and regulatory requirements, policies and procedures, the Code of Ethical Conduct (Principles of Responsibil”

“Compensation determination the executive compensation program as administered by kaiser foundation health plan, inc. Is designed to recruit, retain and motivate qualified senior management personnel. Senior management personnel have a significant impact on the strategic and policy direction and results of the organization. Therefore, the executive compensation program is, to a significant degree, performance-based. The compensation program is reviewed annually by the compensation committee of the board of directors and the management committee on compensation. Prior to payment, all programs and payments to the ceo, executive director, and top management officials (executives) are reviewed by the compensation committee of the board of directors and the management committee on compensation. Base pay for executive positions is established at a level comparable to the relevant market. In addition, other components of the compensation program bear 'at-risk' features designed to focus on strategically important performance goals and to assist in attracting and retaining top performers. The executive compensation program is targeted to be competitive to the comparable external market in which the organization competes for executive leadership. Evaluation of comparable pay data is performed by an independent compensation, benefits & human resources consulting firm. The compensation program focuses on objectives in the areas of quality of member care and service, membership growth, financial soundness, and the community and social mission of the organization.”

“To request copies, contact: national communications - rm operations kaiser foundation health plan and hospitals one kaiser plaza, 22nd floor oakland, ca 94612”

“These documents are made available when regulatorily required.”

“Hours for related organizations individuals who are both officers and members of boards of directors work full time as employees as well as fulfill their board assignment. All officers work full time in their employee capacity. Full time work may require in excess of the traditional 40 hour week. Given the integrated nature of our organization, employees may provide support for various kaiser permanente companies. The average hours per week reported for the filing organization and related organizations was estimated.”

“All officers, directors and employees performing services for KP Medical Foundation (KP Med Fdn) are employees of other Kaiser organizations. KP Med Fdn is recharged by other Kaiser organizations for employees' time.”