Kapi'Olani Medical Specialists

“Members/stockholders and their rights hawai'i pacific health is the sole member who has the right to participate in the organization's governance with the right to approve certain decisions of the governing body.”

“Power to elect or appoint members hawai'i pacific health is the sole member and has the power to elect members of the organization's governing body.”

“Descr classes of persons, decisions req appr & type of voting rights hawai'i pacific health, as member, has the following reserved powers: (i) nominate candidates to the board for the following positions: the chief medical officer, director of operations, treasurer, secretary, exec vp / cfo, other executive vps, senior vp, asst. Secretaries, and all vps except the operating unit vps, as such terms are defined in these bylaws; (ii) delegate management authorities from the board to officers or committees of the corp in accordance with a delegated authorities matrix adopted by the member board; (iii) amend these bylaws; (iv) the corp's participation in all long term financing transactions which are in excess of 1 year and/or for $1,000,000 or more; (v) select banks, trust companies, or other depositories to which the corporation's funds shall be deposited; (vi) direct, manage and control the custody, the advisory service and asset management of the financial assets of the corporation; (vii) effect inter-corporate transfers by and between the corp and any affiliate; (viii) develop and implement the general policies regarding the corporation's physician and executive compensation and benefit plans; (ix) form a new corp, limited liability company, or partnership or other organization that is owned solely by the corp; (x) except as provided in section 3.2(c) of the bylaws or as required by the laws of the state of hawaii, sell, lease or otherwise transfer 50% or more of the then current amount, as reported under generally accepted accounting principles, of the total assets held by the corp; (xi) except as provided in section 3.2(c) of the bylaws or as required by the laws of the state of hawaii, sell, lease or transfer of operations or activities of the corp which generate 50% or more of the total net revenues, as reported under generally accepted accounting principles, of the corp during the prior fiscal year; (xii) close the clinical facilities owned and operated by the corp; provided that after the effective date of these bylaws, any elimination of a clinical service provided by the corp must also be approved by the board; (xiii) convert the clinical facilities owned and operated by the corp into a facility no longer offering medical services; provided that after the effective date of these bylaws, any elimination of a clinical service provided by the corp must also be approved by the board; (xiv) after consulting with the board, remove the chief medical officer, director of operations, executive vp / cfo, treasurer, secretary, other executive vps, senior vps, asst secretaries, and all vps except the operating unit vps; provided, however, that to remove or terminate the chief medical officer will require the chief medical officer of the member to fully collaborate and consult with the board and seek the board's advance consent for such removal or termination. If the board does not concur with the proposed removal or termination of the chief medical officer, such removal or termination will require the approval of a majority of the members on the member board; (xv) after consulting with the board, develop and promulgate the corp goals and the long range and strategic plans of the corp; and (xvi) after consulting with the board, develop and implement the annual capital, operating, and cash flow budgets. In addition, decisions of the governing body requiring the approval of hawaii pacific health, as member, include: (i) add any director to the board; (ii) remove any director from the board; (iii) amend the articles; (iv) enter into any unbudgeted contracts on behalf of the corporation which require annual payments on behalf of the corp exceeding $1,000,000 in value; (v) acquire assets worth over $1,000,000; (vi) acquire shares in another corp; (vii) sell, lease or otherwise transfer 50% or more of the then current amount, as reported under the generally accepted accounting principles, of the total assets held by the corp; (viii) sell”

“Review of the 990s by the organization's governing body various schedules of the 990's 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's of each filling organization within the health care system. Once senior management has completed its review, the 990's 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 (hph) board provides oversight for the 990 reporting and reviews the 990's for each entity prior to filing. In addition, the 990 for each entity is made available to the hph board of directors through a board portal for review prior to the filing of the 990. Copies of the 990s are made available to the board members of each subsidiary unit of hph and are physically located at each facility's site for the board member to review prior to filing. The 990's will be posted to hph's web site for public access after the filing of the returns with the irs.”

“Description of process to monitor transaction for conflicts of interest 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: - received a copy of the conflict of interest ('coi') policy; - has read and understand the policy; - agrees to comply with the policy; and - 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.”

“Offices & positions for which process was used & year process was begun 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 3, 2014 to review physician compensation and on august 22, 2014 to review executive compensation.”

“Disclosure of gov docs, conflict of interest policy, & financial 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 via the hawai'i pacific health website.”

“Organization's mission kapi'olani medical specialists, an affiliate of hawai'i pacific health, is a specialty physician group that serves women and children through academics, research and clinical care, in partnership with kapi'olani medical center for women & children.”

“Mission statement kapi'olani medical specialists is a specialty physician group dedicated to providing world-class care for hawai'i's women and children through academics, research and clinical care. Working in partnership with kapi'olani medical center for women & children, the group's mission is caring for the community through medical and academic excellence.”

“Program service accomplishments kapi'olani medical specialists has over 100 pediatric specialists and sub-specialists in pediatric intensive care, pediatric emergency medicine, neonatology, pediatric rheumatology, psychiatry/counseling, behavioral health services, medical genetics, gynecology-oncology, pediatric hematology-oncology, research, pediatric hospitalists, adult hospitalists (internal medicine), pediatric surgery, pediatric urology, pediatric orthopedics and sports medicine, pediatric gastroenterology, pediatric sedation, pediatric nephrology, neurosurgery, otolaryngology, adolescent medicine, and palliative care. In fiscal year 2014, kapi'olani medical specialists had 88,286 patient visits. Kapi'olani medical specialists allies with the university of hawai'i john a. Burns school of medicine, in adherence to its core values of world-class health care, physician training, and medical research. This partnership provides a unique academic affiliation for hawai'i pacific health and furthers its commitment to effective health care through medical research and by training tomorrow's health care providers. Kapi'olani medical specialists has developed a variety of ways to identify and meet the unique health care needs of hawai'i's women and children. Kapi'olani medical specialists recruits physicians from throughout the nation who desire employment in a group practice setting with hawai'i's leading pediatric hospital, especially sub-specialists in short supply, yet high demand. Kapi'olani medical specialists doctors provide essential services at other hospitals in the state of hawai'i, i.e. Neonatal services at the queen's medical center, clinics at tripler army medical center, and specialty services at kaiser permanente locations. Additionally, they provide patient care at outreach clinics and community health centers throughout hawai'i, promote lesser-known services to patients with special needs, provide health education on the neighbor islands and health care training to the community and other providers, and serve as medical directors on various community boards. Caring for the underserved, a long-standing tradition of academic medical centers throughout the nation, continues to be a major focus of kapi'olani medical specialists. In fiscal year 2014, the group provided $3,875,989 in medical care to patients who were uninsured or unable to pay for their care.”

“Other changes in net assets or fund balances $6,659,327 - equity transfer with hph”