Straub Foundation

“The president, officers and key employees of the organization are not compensated by the filing organization, but rather by the tax-exempt parent, hawai'i pacific health ("hph"). Following is the process that the parent organization undertakes to approve the president, officers and key employees' compensation. Compensation for hph executives (vp and above) is set by the independent board members who are members of the hph compensation committee. On an annual basis the hph board chairperson (who is independent) selects a neutral third party executive compensation consultant to review the executive's compensation and benefits. The consultant provides a written report to the compensation committee at its annual meeting. Included in the report is market based data from like organizations. The compensation committee makes final decisions regarding compensation and benefits at the meeting after review and discussion of the consultant's report. Community based directors of the organization are not compensated. Certain employed physicians may be officers or an identified key employee of the reporting or related organization. Physician compensation is also handled in the same manner as executive compensation, with the hph compensation committee receiving a report from a neutral consultant and following the same process as described above on an annual basis. This process was last completed on march 09, 2022 to review physician compensation and on july 26, 2022 to review executive compensation.”

“Hawai'i pacific health is the sole member who has the right to participate in the organization's governance with the right to elect the members of the governing body and/or approve significant decisions of the governing board.”

“Hawai'i pacific health is the sole member, and has the power to approve the election of members of the governing body. Hawai'i pacific health, as member, also has the power to elect one or more ex-officion voting members of the governing body.”

“Hawai'i pacific health, as member, has exclusive power to take and direct the following actions of the corporation: (i) nominate candidates for the following positions: treasurer, secretary, executive vice president/chief financial officer, all other executive vice-presidents, vice presidents, assistant secretaries, and assistant treasurers; (ii) after consultation with the board, remove the treasurer, secretary, executive vice-president/chief financial officer, all other executive vice-presidents, vice-presidents, assistant secretaries, and assistant treasurers; (iii) remove a director from the board; (iv) delegate management authorities from the board to officers or committees of the corporation in accordance with a delegated authorities matrix adopted by the member; (v) amend these bylaws; (vi) cause the corporation's participation in all long term financing transactions which are in excess of one (1) year and/or one million dollars ($1,000,000) or more; (vii) select banks, trust companies, or other depositories to which the corporation's funds shall be deposited; (viii) direct, manage and control the custody, advisory service, and asset management of the financial assets of the corporation; (ix) determine and effect inter corporate fund transfers by and between the corporation and any affiliate. (the term 'affiliate' shall mean with respect to any corporation, partnership, or other entity, an entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity 'control,' 'controlled by, or 'under common control with' shall mean the power to elect, through membership or ownership, fifty percent (50%) or more of the governing body of a corporation, partnership, or other entity. 'control' shall also include the power to direct or cause the direction of the policies and management of an entity, whether through contract, membership interests, ownership of voting securities, a lease, a management agreement, or other arrangement); (x) develop and implement the general policies regarding the corporation's executive compensation and benefit plans; (xi) form a new corporation, limited liability company, partnership, or other organization that is owned solely by the corporation; and (xii) develop and promulgate overall corporate goals and the long-range and strategic plan of the corporation. Not with standing any other provision of these bylaws, the corporation shall not take the following actions without first obtaining member approval: (i) elect any director to the board; (ii) amend the articles; (iii) merge the corporation with any entity; (iv) dissolve the corporation; (v) enter into any unbudgeted contracts on behalf of the corporation; which require annual payments by or on behalf of the corporation exceeding one million dollars ($1,000,000) in value; (vi) acquire assets worth over one million dollars ($1,000,000) except for those assets acquired by gifts, grant, or donation; (vii) acquire shares in another corporation; (viii) sell, lease, exchange, encumber or dispose of twenty-five percent (25%) or more of the property and assets held by the corporation to any entity that is not an affiliate; (ix) develop and implement the annual capital, operating, and cash flow budgets; (x) issue the corporation's membership to anyone other than the member; (xi) form a joint venture or other business relationship (other than the ordinary course of business contracts) between the corporation and any person or entity; and (xii) develop a new line of business.”

“Various schedules of the form 990 are prepared primarily by staff within the accounting area of the organization working with various other areas of the organization such as management of the operating units, hr, legal, etc. Disclosure narratives are written and compiled internally based on input and discussion with financial analysts and the chief operating officer/executive director of the reporting entity. The chief operating officer/executive director of each reporting entity reviews and approves the disclosure narratives which describes the mission/purpose and program accomplishments of their organization. Senior management of the health care system reviews the form 990 of each filing organization within the health care system. Once senior management has completed its review, the forms 990 are then provided to the governance and nomination committee of the health care system's board of directors for their review. The governance and nominating committee of the parent entity's (hawai'i pacific health 'hph') board provides oversight for the form 990 reporting and reviews the form 990 for each entity prior to filing. In addition, the form 990 for each entity is made available to the board members of each subsidiary unit of hph and the hph board of directors through a board member portal for review prior to the filing of the form 990. The forms 990 will be posted to hph's website for public access after the filing of the returns with the irs.”

“Annually, each director, officer, key employee and member of a committee with board delegated powers shall annually sign a statement which affirms that such person: 1) received a copy of the conflict of interest ('coi') policy; 2) has read and understands the policy; 3) agrees to comply with the policy; 4) has disclosed any conflicts or potential conflicts or economic interests as required; and 5) understands that the organization is a charitable organization and that in order to maintain its federal tax exemption, the organization must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The in-house legal department distributes the statement request and reviews the coi statements returned. Identified conflicts of interest are presented to the board for review, deliberation and confirmation/refutation that a conflict of interest exists. If a conflict of interest has been found, the individual may address the board and explain the transaction or arrangement causing the conflict. After the presentation, the individual is excused from the meeting and shall not participate with any discussion or vote on matters pertaining to the transaction or arrangement. In meetings where application of the "coi" policy occurs, the meeting minutes include nature of the financial interest/conflict, name(s) of the person(s) with the potential or actual conflict, any action taken to assist in the determination of whether a conflict existed, including any discussion of alternative arrangements, the board's decision(s) regarding the conflict and names of person present in the discussion and votes relating to the transaction or arrangement.”

“Disclosure of governing documents, conflict of interest policy, financial statements and standards of conduct are available on the hawai'i pacific health website. The consolidated audited financial statements are available to the public via the hawai'i pacific health website.”

“Straub medical center (straub) is a not-for-profit medical center located in honolulu that is dedicated to the health and well-being of all hawai'i residents. Straub includes a medical center in honolulu, a network of neighborhood clinics, and a visiting specialist program that reaches throughout the state of hawai'i. Straub is a part of hawai'i pacific health, one of the state's largest health care systems. As a not-for-profit medical center, straub relies on philanthropic support from the community to fulfill its mission and care for patients regardless of their ability to pay. Contributions, both unrestricted and designated, help the medical center provide exceptional medical care in hawai'i. Generous donations assist, and are not limited to, these areas: patient and speciality care, capital improvements, education and research, community health and uncompensated care. Patient and specialty care the straub burn center straub medical center is home to the pacific region's only multidisciplinary burn treatment center. Firefighters, electricians and residents throughout hawai'i and the pacific basin rely on this highly specialized lifesaving care. Recent community donations have supported ongoing specialty training for clinicians who serve our burn patients and investments in equipment for straub's burn unit team. Capital improvements heart care every year nearly 7,000, inpatient and outpatient, surgical procedures are performed at straub and about 2,000 of those procedures are for lifesaving heart care. With the community's support straub has upgraded its catheterization lab to meet the needs of cardiac patients from across the state. The most recent upgrade included purchasing new imaging equipment and monitors, and remodeling the cath lab and control room. Education and research summer student research program since 1986, the summer student research program (ssrp) has exposed students to a career in medicine while offering an opportunity to participate in a clinical research study. Ssrp participants are engaged in a structured medical program highlighted by the "life cycle of research" curriculum, "careers in medicine" talks with physicians, and visits to medical facilities and hospitals. Throughout the eight week program, students are invited to pursue optional activities, such as shadowing physicians and observing surgeries based on their individual areas of interest in medicine. Since the program was established, more than 300 students have participated, and a majority have gone on to medical/research programs at prestigious institutions nationwide. To date more than 50 ssrp alum are now also practicing in hawai'i. Community health and uncompensated care patient assistance fund: kokua fund the purpose of the patient assistance fund is to assist medical center patients and/or their support system receiving services, including emergency room and outpatient services at this facility. The management and disbursement of the patient assistance fund, or kokua fund, is left to the discretion of this facility to meet specific patient care needs. The funds may be used for patients and/or their support system that have financial barriers and need continued medical or psychosocial support or to facilitate discharge.”

“Hawai'i pacific health (hph), the organization's tax exempt parent, pays all vendors. Therefore, hph issues forms 1099 under its tax id.”

“INTERNAL SVC. PROVIDER EXPENSE - Total Expense: 722038, Program Service Expense: 324672, Management and General Expenses: 213873, Fundraising Expenses: 183493; MANAGER/DIRECTOR BONUS - Total Expense: 33306, Program Service Expense: , Management and General Expenses: 33306, Fundraising Expenses: ;”

“Equity transfers (with hph) - -35923; intercompany transfers with foundations - 12047; charitable gift annuity - -27028; unrestricted adj journal entry - -400; rounding immaterial - -1;”