Kapi'Olani Health Foundation

“Description of business relationships jeffrey arce and raymond vara have a business relationship.”

“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 person and the nature of their rights 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 officio voting members of the governing body. Form 990, part vi, line 7b description of classes of persons, decisions requiring approval & 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 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 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 the 990 by the organization's governing body various schedules of the 990 are prepared primarily by the staff within the accounting area of the organization working with various other areas of the organization such as management of operating units, hr, legal, etc. Disclosure narratives are written and completed 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 describe the mission/purpose and program accomplishments of their organization. Senior management of the health care system reviews the 990s of each filing organization within the health care system. Once senior management has completed its review, the 990s 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 entity's (hawai'i pacific health "hph") board provides oversight for the 990 reporting and reviews the 990s 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 website for public access after the filing of the return 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. Board's decision(s) regarding the conflict and names of person present in the discussion and votes relating to the transaction or arrangement.”

“Process for determining compensation the president, officers and key employees of the organization are not compensated by the filing organization, but rather 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 hawai'i pacific health ("hph") executives (vice president and above) is set by the 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 09, 2020 to review physician compensation and on july 29, 2020 to review executive compensation.”

“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.”

“Kapi'olani health foundation is amending its 2019 form 990 (tax year ending june 30, 2020) for the following items - form 990, part vii, section a, line 1a, column (f) & schedule j, part ii, column (c): deferred compensation for raymond p. Vara jr., member of the board of directors, has been updated to reflect payments made in calendar year 2019 to his deferred compensation agreement with hawai'i pacific health (paying organization). Form 990, schedule j, part iii, line 4b disclosure: the supplemental nonqualified retirement plan disclosure has been updated to reflect the addition of the retention incentive plan and its participant information.”

“Program service accomplishments the mission of kapi'olani health foundation (the foundation) is to create a healthier hawai'i. Kapi'olani medical center for women & children (kapi'olani) is a not-for-profit medical center located in honolulu that is dedicated to the health and well being of all hawai'i residents. Kapi'olani is hawai'i's only maternity, newborn and pediatric specialty hospital. Kapi'olani is part of the hawai'i pacific health system, one of the state's largest health care providers. As a not-for-profit medical center, kapi'olani relies on philanthropic support from the community to fulfill its mission and care for its 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, but are not limited to, these areas: patient and speciality care, capital improvements, education and research, community health and uncompensated care. Services include: patient and speciality care pediatric heart center the kapi'olani health foundation wants to take the next step in improving pediatric cardiac care and has a campaign underway to build hawai'i's first and only pediatric heart center. Phase one is to build a catheterization lab that will serve both children and women. By creating a permanent pediatric heart center and state-of-the-art program it will reduce the risk, expense and stress of travel. Capital improvements the foundation is also supporting the funding the construction of a new dining room and kitchen within the diamond head tower. This facility upgrade was completed in the winter of 2019. Community health and uncompensated care child life services kapi'olani's child life program was established to help young patients and their families cope with hospitalization treatment. Donations support all of the efforts of the child life program including the salaries of child life specialists, classroom activities and supplies of the education liaison, aromatherapy staffing and programs and the medical center's therapy dog visits. Patient assistance fund: family 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 family 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. Nearly half of kapi'olani's patients come from uninsured or underinsured families.”

“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 changes in tr net assets $ (14,021) equity transfers with hph $ (59,873) intercompany transfers with foundations $ (238,127) ------------- total $ (312,021)”

“Description:internal svc provider expense total fees:831662”

“Description:consult. Svcs fundr. Strategy total fees:625”

“Description:mgr/dir bonus total fees:35805”