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.”

“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 Kaiser Permanente Ethics and Compliance Hotline or Webline is available to all employees, vendors, contractors, and agents to anonymously report actual or perceived conflicts of interest. This process is managed by a third party; however, all reported allegations are provided to Ethics and Compliance for investigation, and if required, corrective action. Employees are prohibited from retaliating against or intimidating anyone who reports concerns in good faith or refuse to participate in wrongdoing. Annual Disclosure Process - Annually, Directors, Officers, Key Employees, and other employees in roles with elevated risk are required to complete a Conflicts of Interest Questionnaire (COIQ). 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 to policies and written standards. Conflicts of interest responses and actions are maintained 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 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 COIQ process and actions taken for Directors, Officers, and Key Employees. 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 - Kaiser Permanente adheres to the following general awareness and enforcement guidelines: - Annually, the Conflicts of Interest and Corrective / Disciplinary Action policies are provided and reviewed as a part of the general ethics and compliance training. - Represented employees are subject to corrective/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, Kaiser Permanente policies and procedures, the Code of Conduct (Principles of Responsibility), unsatisfactory performance, or misconduct disciplinary action includes, but is not limited to: * verbal discussion, coaching, and/or warning by the employee's immediate supervisor or higher-level manager to correct the problem; * written notice, with or without final warning; * suspension, with or without final warning; or * 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, 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.”

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

“Public Inspection GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST AS DISCLOSED TO OTHER REGULATORY BODIES. TO REQUEST COPIES CONTACT: NATIONAL COMMUNICATIONS - RM OPERATIONS 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.”

“ALL COMPENSATED OFFICERS, DIRECTORS AND EMPLOYEES PERFORMING SERVICES FOR KFHPW HOLDINGS ARE EMPLOYEES OF OTHER KAISER ORGANIZATIONS. KFHPW HOLDINGS IS RECHARGED BY OTHER KAISER ORGANIZATIONS FOR EMPLOYEES' TIME. 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 thereof; (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 2 Family or Business Relationships Board members Eugene Washington, MD and Richard Shannon, MD have a business relationship. Board Member Jeff Epstein and Corporate Officer Alfonse Upshaw have a business relationship.”

“Other changes in net assets or fund balances: CHANGE IN DONATED CAPITAL $ 31,163 GAIN/LOSS ON INVESTMENTS - TAX (16,188) GAIN/LOSS ON INVESTMENTS - BOOK 8,246 OTHER THAN TEMPORARY IMPAIRMENTS (22,716) ----------- TOTAL $ 505”