1800 Harrison Foundation

“Kaiser Foundation Health Plan, Inc. is the sole member.”

“Under bylaws, KFHP appoints 3 directors. The corporation shall have 3-5 directors (number fixed by board). Thus, KFHP has the authority to appoint a majority of the directors. KFHP shall fill vacancies of the directors it appoints.”

“The single member, Kaiser Foundation Health Plan, Inc., could have approval over governance decisions.”

“Form 990 REVIEW PROCESS: 1. KEY INFORMATION IS OBTAINED AND/OR CONFIRMED WITH INTERNAL SOURCES INCLUDING EXECUTIVE COMPENSATION. 2. Prior to finalization, the return is reviewed with an external tax advisor. 3. once signed by a PRICEWATERHOUSECOOPERS LLP tax advisor, the return and underlying data are reviewed with an officer or a member of management designated by an officer for the parent company. 4. the return is reviewed and signed by the president. 5. 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, KPMG 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). 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 Resource Consulting firm. The compensation program focuses on objectives in the areas of quality of member care and service, financial soundness, and the community and social mission of the organization.”

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

“Governing documents are available upon request. To request copies contact: Vice President - Tax Services Kaiser Foundation Health Plan and Hospitals One Kaiser Plaza, Suite 15L 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.”

“Other Changes In Net Assets or Fund Balances: CURRENT YEAR CAPITAL TRANSFER OUT <$1,147,417>”