Wilcox Health 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 (vice president and above) is set by the hawai'i pacific health ("hph") compensation committee, which is composed solely of independent, community-based members of the hph board of directors. On an annual basis the hph board chairperson (who is independent) selects a neutral third party executive compensation consultant to review the executives' 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, and such decisions are documented in the compensation committee meeting minutes. 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 07, 2024 to review physician compensation and on august 8, 2024 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 appoint or remove members of the governing body. Hawai'i pacific health, as member, also has the power to elect one or more ex-officio 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 to the board for the following positions: vice-president(s), treasurer, secretary, assistant treasurers and secretaries, and any other officer, except the president, chair and vice-chair of the board; (ii) after consultation with the board, remove vice-president(s), treasurer, secretary, assistant treasurers and secretaries, and any other officer, except the president, chair and vice-chair; (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; (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; (xii) develop and promulgate overall corporate goals and the long-range and strategic plan of the corporation; and (xiii) develop and implement the annual capital, operating, and cash flow budgets. 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) issue the corporation's membership to anyone other than the member; (x) 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 (xi) develop a new line of business or a new service.”

“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 filling organization within the health care system. Once senior management has completed its review, the forms 990 are then provided to the governance and nominating committee of the health care system's board of directors for their review. The governance and nominating committee of the parent's entity (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 web site 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.”

“The mission of wilcox health foundation (the foundation) is to create a healthier hawai'i. Wilcox medical center (wilcox) is a not-for-profit medical center dedicated to the health and well-being of kaua'i residents. Wilcox, located in lihue, is the largest medical facility on kaua'i, providing the kaua'i community with accessible, quality health care. Wilcox is part of hawai'i pacific health, one of the state's largest health care systems. As a not-for-profit medical center, wilcox 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 specialty care, capital improvements, education and research, community health and uncompensated care. Capital improvements imaging services major gifts and capital funding helped to purchase a new ct scanner that replaces an existing model installed in 1999. Equipped with advanced features and reliability, the new ct scanner will help to detect and monitor diseases and conditions, such as cancer and heart disease. The new scanner requires a lower dose of radiation and is equipped with software capable of reconstructing and reformatting images post scanning. This imaging technology will support emergency and trauma cases. Grants, major gifts and capital funding were secured to begin the rennovation of the nuclear medicine lab. The upgraded lab will include a new state of the art nuclear medicine camera and adjoining hot lab. The upgraded lab will improve treatment for critically ill patients on kauai. The new camera will provide care to patients on kaua'i that can help eliminate the need for them to travel to o'ahu for nuclear medicine evaluations and treatment. In addition, wilcox secured major gift funding to support an enhanced imaging revitalization project which includes upgrading the current mri, notably the only mri on kaua'i which was installed in 2005, as well as investing in new equipment from replacing the current x-ray/fluoroscopy machine to building a class ii interventional suite. These critical improvements will enhance patient care by offering additional services and minimizing outpatient wait times. Education and research simulation lab the wilcox simulation lab includes high-tech manikins that the medical staff use to practice procedures that they rarely see. The lab offers a realistic and risk-free environment. A state-of-the-art training system allows nurse educators to create scenarios where the manakins exhibit various conditions and care responses. Clinical education training program wilcox partners with the department of education to provide high school students the opportunity to train as clinical nurse aides as part of their high school curriculum. These programs are a starting point in the medical field that allow students to earn money while exploring the health care industry and furthering their education. Major gifts and capital investments support the program by funding the instructor position as well as medical equipment needed to turn classrooms into realistic clinical training facilities. In addition, all students who successfully complete a clinical training for teens program are guaranteed an interview for hire at a hawaii pacific health medical center or clinic. Community health and uncompensated care patient assistance fund: malama fund the purpose of the patient assistance fund is to assist medical center patients and/or their support system receiving services, including the emergency department and outpatient services at this facility. The management and disbursement of the patient assistance fund, or malama 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”

“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. PROVIDED EXPENSE - Total Expense: 437935, Program Service Expense: 168457, Management and General Expenses: 182616, Fundraising Expenses: 86862; MANAGER DIRECT BONUS - Total Expense: 10377, Program Service Expense: , Management and General Expenses: 10377, Fundraising Expenses: ; GRANT WRITING - Total Expense: 8591, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: 8591;”

“EQUITY TRANSFER FROM HPH - 647750; INTERCOMPANY TRANSFERS BETWEEN FOUNDATIONS - 148407; IMMATERIAL ROUNDING - -2; Hawai'i Community Foundation Donation-Maui Strong - -14097; Realized gain loss that posted to net asset - 58751;”