Wilcox Health Foundation

“Members and rights 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.”

“Description of classes of persons and the nature of their rights 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. Form 990, part vi, line 7b descr classes of persons, decisions req appr & type of voting rights 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: president, 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 the president, 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.”

“Review of 990 by the organization's governing body various schedules of the 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 990 of each filling organization within the health care system. Once senior management has completed its review, the 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 990 reporting and reviews the 990 for each entity prior to filing. In addition, the 990s for each entity are 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 990. The 990 will be posted to hph's web site for public access after the filing of the returns with the irs.”

“Monitoring & enforcing of conflict of interest policy 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.”

“Process of determining compensation the president, officers and key employees of the organization are not compensated by the filing organization, but rather by the tax-exempt parent, 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 11, 2016 to review physician compensation and on august 24, 2016 to review executive compensation.”

“Disclosure of governing docs, conflict of interest policy & fin stmts the conflict of interest policy 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.”

“Program service accomplishments the mission of wilcox health foundation 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 located in lihue, haua'i, and dedicated to the health and well being of kaua'i residents. Wilcox is part of the hawai'i pacific health system, one of the state's largest health care providers. For more than 25 years, the foundation has been fulfilling its mission by raising funds to purchase medical equipment and support several health initiatives. These include wellness programs, and scholarship and education grants. Wilcox health comprises of wilcox medical center and kaua'i medical clinic. Today, wilcox is the largest medical facility on kaua'i. Nearly 200 physicians and more than 500 employees help wilcox continue its tradition of providing the kaua'i community with accessible, quality health care. It is a state-of-the-art acute care facility with a full suite of services offering 30 specialities and programs including emergency, ob-gyn, pediatrics, cardiology, gastroenterology, health management, pulmonology, nephrology, internal medicine, neurology, oncology, orthopedics, urology and family practice. The medical center has 72 beds, including seven intensive care beds, four four birthing suites and 20 same-day surgery beds. Its 20-bed emergency department is the first neighbor island facility to obtain a level iii trauma designation and serves as the island's primary stroke center. It is also equipped with mri and ct scanners and a state-of-the-art surgical center with six surgical suites. As a not-for-profit medical center, wilcox relies on community support to fulfill its mission. Donor gifts enable the foundation to provide unrestricted support to the hospital, as well as funding for specific programs. Wilcox health women's center wilcox health women's center offers preventive and diagnostic care for kaua'i's women in a beautiful, spa-like setting. Philanthropic gifts help to fund essential technology and equipment upgrades. A team of physicians, technologists and consultants provide many services, including digital mammography, ultrasound and bone density testing. Fetal diagnostic testing for expectant mothers is also offered by visiting specialists from kapi'olani medical center for women & children. Wilcox infusion center built with philanthropic support, the wilcox infusion center provides critical, ongoing care for cancer patients on kaua'i. Chemotherapy is a frontline therapy in the fight against cancer. But with treatment regimens typically lasting for months or years, it also carries a heavy financial burden for patients. Community donations help pay for ongoing equipment upgrades, and ensuring access to care regardless of a patient's inability to pay. Emergency and trauma programs the wilcox emergency department requires continued support as the number of trauma cases increase each year. Gifts support daily operations and future plans to renovate and enhance services. Some of the needed changes that the foundation is seeking funding for are adding two new private trauma resuscitation suites, the new trauma bays need to be outfitted with x-ray imaging, adding more space for in room access for staff, trauma supplies and medicine, and improve the floor plan between nursing observation stations and emergency rooms. Wilcox averages more than 24,000 emergency visits each year and over 400 trauma activations through its emergency department.”

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

“OTHER CHANGES IN NET ASSETS OR FUND BALANCES $( 447) - Change in split interest agreements $ 791,826 - Equity transfer from HPH $ 14,990 - Other changes in TR net assets $ 30,724 - Equity Transfers with Affiliates ---------- $ 837,093 - TOTAL”

“Description:internal svcs provided alloc. Total fees:461130”