Kfhpw Holdings

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

“- appointment of governing body - kaiser foundation health plan, inc. Appoints the directors (and fills vacancies and has authority to remove directors). The same individuals who comprise the board of directors of kfhp also serve as the directors of kfhp colorado, northwest, mid-atlantic states, and kfhpw holdings.”

“- 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 election and removal of directors and the filling of any vacancies on the board; d) any significant corporate restructuring or reorganization, such as a merger, consolidation or dissolution; e) 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.”

“Compliance enforcement a. Regularly and consistently monitors compliance with the conflicts of interest policy - kaiser permanente regularly monitors compliance with the conflicts of interest policy in 3 key ways: a1. The kaiser permanente compliance hotline is available to all employees and vendors to report actual or potential conflicts of interest. All calls are answered by a third party and provided to kaiser permanente's national compliance office for review and appropriate action. Employees can report anonymously. Retaliation is prohibited. Reports of actual or potential conflicts of interest are generated and investigations are conducted as required and information is tracked and trended to determine if additional guidance is required to avoid or manage conflicts of interest. Compliance hotline reports are provided for review and action to the kaiser foundation health plan/hospitals boards of directors annually. A2. The national compliance office and internal audit services annually review the directors', officers', key employees', and executives' annual conflicts of interest questionnaire disclosures and provide direction on any investigations required. Investigations are documented, tracked and trended to determine if additional controls or education is required. In addition, conflicts of interest questionnaire reports are provided for review and action to the kaiser foundation health plan/hospitals boards of directors annually; and a3. Annually, as a component of the external audit, an outside certified public accounting firm reviews the annual conflicts of interest questionnaires process completed by directors, officers, key employees, and executives, and actions taken as a result of the disclosures. The results of the annual audit, including any findings in this area are presented to the kaiser foundation health plan/hospitals audit and compliance committee. B. Regularly and consistently enforces compliance with the conflicts of interest policy - to ensure consistency in the enforcement of the policy kaiser permanente uses the following steps as a general guideline: b1. Represented employees are subject to any corrective/disciplinary action provisions described in specific regional/national collective bargaining agreements and/or organizational policies and practices. B2. Kaiser permanente notifies employees of the national human resources policy no. 14. Corrective/disciplinary action policy during new employee orientation and in annual compliance training. B3. In the event that it is necessary to discipline any employee because of, but not limited to, failure to comply with applicable legal/regulatory requirements, kaiser permanente policies and procedures, or the principles of responsibility, or for unsatisfactory performance or misconduct, coaching/counseling and/or corrective/disciplinary action may include, but is not limited to: - oral discussion and/or warning by the employee's immediate supervisor or higher level manager to correct the problem; - written notice, with or without final warning; - paid or unpaid suspension, with or without final warning; - termination of employment.”

“- 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, BENEFIT & 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.”

“Forms 990 are available on www.guidestar.org.”

“- Public Inspection - Governing documents, conflict of interest policy are available upon request as disclosed to other regulatory bodies. To request copies contact: Vice President, Government Relations Kaiser Foundation Health Plan and Hospitals One Kaiser Plaza, 18th Floor Oakland, CA 94612”

“- 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.”

“ON FEBRUARY 1, 2017, KFHPW HOLDINGS, A SUBSIDIARY OF HEALTH PLAN, INC., ACQUIRED AND BECAME THE SOLE CORPORATE MEMBER OF GROUP HEALTH COOPERATIVE (GHC), A WASHINGTON NONPROFIT CORPORATION (THE "ACQUISITION"). FOLLOWING THE ACQUISITION, GHC WAS RENAMED "KAISER FOUNDATION HEALTH PLAN OF WASHINGTON". Form 990, Part VI, Line 1a 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 therefor; (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. Form 990, Part VI, Line 4 - Significant Changes to Governing Documents - On February 1, 2017, the Articles of Incorporation AND THE BYLAWS of the Corporation were amended to reflect the corporate name change to KFHPW Holdings.”

“Other changes in net assets or fund balances: GAIN/LOSS ON INVESTMENTS - TAX $ 14,649,207 GAIN/LOSS ON INVESTMENTS - BOOK 1,973,335 OTHER THAN TEMPORARY IMPAIRMENTS (208,634) ------------------ 16,413,908”