Kfhpw Holdings

“Voting Member and Governing Body THE EXECUTIVE COMMITTEE, COMPOSED OF DIRECTORS, HAS AUTHORITY TO ACT FOR THE BOARD BETWEEN MEETINGS EXCEPT IT HAS NO AUTHORITY TO: (I) AMEND, ALTER OR REPEAL THE BYLAWS; (II) ELECT, APPOINT OR REMOVE ANY BOARD COMMITTEE MEMBER OR ANY DIRECTOR OF THE CORPORATION; (III) AMEND THE ARTICLES OF INCORPORATION; (IV) ADOPT A PLAN OF MERGER OR ADOPT A PLAN OF CONSOLIDATION WITH ANOTHER CORPORATION; (V) AUTHORIZE THE VOLUNTARY DISSOLUTION OF THE CORPORATION OR REVOKE PROCEEDINGS THEREFORE; (VI) ADOPT A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE CORPORATION NOT IN THE ORDINARY COURSE OF BUSINESS; OR (VII) AMEND, ALTER OR REPEAL ANY RESOLUTION OF THE BOARD OF DIRECTORS WHICH BY ITS TERMS PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED.”

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

“Appointment of governing body each director of kfhp, inc. Is designated as a director of this corporation. Each such director of this corporation shall serve ex officio only so long as he or she is a director of health plan.”

“Approval of certain governance decisions the following actions of the corporation require approval of the sole member: a) the admission of new members and the expulsion, suspension, or termination of an existing member; b) any changes to its rights as the corporation's sole member; c) the number of directors is reserved to the member but shall be no fewer than three, provided however that no decrease in number of directors shall have the effect of shortening the term of any incumbent; d) the election and removal of directors and the filling of any vacancies on the board; e) any significant corporate restructuring or reorganization, such as a merger, consolidation or dissolution; f) any amendments to the articles of incorporation or bylaws.”

“Form 990 review process 1. Key information necessary for the preparation of the tax return is obtained and/or confirmed with internal sources including regional finance, executive compensation, and legal. 2. Prior to finalization, the return is reviewed by 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.”

“Other changes in net assets or fund balances: CHANGE IN DONATED CAPITAL $ 384,502 OTHER THAN TEMPORARY IMPAIRMENTS (25,062) ----------- TOTAL $ 359,440”