Kapi'Olani 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 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 02, 2023 to review physician compensation and on july 25, 2023 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 approvethe 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.”

“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) 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; (vii) acquire assets worth over one million dollars ($1,000,000) except for those assets acquired by gifts, grant, or donation; (viii) acquire shares in another corporation; (ix) 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; (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 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 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 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 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 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 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.”

“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 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 hawai'i pacific health, one of the state's largest health care systems. 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 since the opening of the pediatric heart center in november 2022, more than 240 patients have been treated in the catheterization and interventional radiology suite. Kapi'olani is now the first in hawai'i to offer a new alternative for open-heart surgery for patients with congenital heart defects. A transcatheter pulmonary valve (tpv) is used in cases of pulmonary valve regurgitation, a potentially life-threatening condition where a valve doesn't close all the way and allows blood to flow back into the heart. The tpv is a replacement valve which is inserted through a very small incision and guided into place. Patients are often discharged the next day, compared to the longer recovery time of traditional open-heart surgery. Several young adults were spared a medical transport to the mainland for care thanks to this new medical procedure now available at kapi'olani. Capital improvements kapi'olani is pursuing a fundraising campaign to build a new cancer center for women and children. The center will be located in the former emergency department space at the hospital. The new space will be over 20,000 square feet and expand services for patient care. The proposed space and specialty services will enhance oncology care for both women and children across the entire state. Community health and uncompensated care child life services kapi'olani's child life program was established to help pediatric patients and their families cope with hospitalization and treatment. Donations support the financial needs of the child life program including the salaries of child life specialists, classroom activities and supplies needed by the education liaison and hospital based teacher, aromatherapy staffing and programs costs, 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 forms 1099 under its tax id.”

“INTERNAL SVC. PROVIDER EXPENSE - Total Expense: 834517, Program Service Expense: 376446, Management and General Expenses: 250753, Fundraising Expenses: 207318; MANAGER/DIRECTOR BONUS - Total Expense: 25369, Program Service Expense: , Management and General Expenses: 25369, Fundraising Expenses: ;”

“Equity transfers from hph - -3587; other changes in net assets - -8888; intercompany transfers with foundations - -578998; endowment transfer from temporarily restricted to permanently restricted fund - 500000; immaterial rounding - 1;”