Kapi'Olani Medical Specialists

“JESSICA LEWIS AND PETER LEWIS - Family relationship”

“Hawai'i pacific health (hph) 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.”

“Hawai'i pacific health is the sole member and has the power to elect 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 the following reserved powers: (i) nominate candidates to the board for the following positions: the chief medical officer, director of operations, treasurer, secretary, executive vp/cfo, other excutive vp's, senior vp, assistant secretaries, and all vp's except the operating unit vp's, as such terms are defined in these bylaws; (ii) delegate management authorities from the board to officers or committees of the corporation in accordance with a delegated authorities matrix adopted by the member board; (iii) amend these bylaws; (iv) the corporation'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 corporation 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 corporation, limited liability company, or partnership or other organization that is owned solely by the corporation; (x) except as provided in section 3.2(c) of the bylaws or as required by the laws of the state of hawai'i, 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 hawai'i, sell, lease or transfer of operations or activities of the corporation which generate 50 or more of the total net revenues, as reported under generally accepted accounting principles, of the corporation during the prior fiscal year; (xii) close the clinical facilities owned and operated by the corporation; 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 corporation 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 corporation 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 vp's, senior vp's, assistant secretaries, and all vp's except the operating unit vp's; 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 corporation goals and the long range and strategic plans of the corporation; 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 hawai'i 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 corporation exceeding $1,000,000 in value; (v) acquire assets worth over $1,000,000; (vi) aquire shares in another corporation; (vii) sell, lease or otherwise transfer 50 or more of the then current amount, as reported under the generally accepted accounting principles, of th”

“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 sytem 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 hph board of directors through a board portal for review prior to the filing of the form 990. Copies of the forms 990 are made available to the board members of each subsidiary unit of hph and is physically located at each facility's site for the board member to review prior to filing. The forms 990 will be posted to hph's website 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 understand 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 activites 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.”

“The top management officials 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 top management official's compensation. 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 07, 2024 to review physician compensation and on august 08, 2024 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 medical specialists, (dba hawai'i pacific health medical group), is a multi-specialty provider group that serves hawai'i pacific health through academics, research and clinical care, in partnership with kapi'olani medical center for women and children (kapi'olani), pali momi medical center (pali momi), straub clinic and hospital (straub), and wilcox memorial hospital (wilcox).”

“In fiscal year 2024 kapi'olani medical specialists (dba hawai'i pacific health medical group) had 736.6 employed fte providers who provided expertise in 32 specialties. The provider group is organized by the following specialties: primary care, medical subspecialties, surgery, obstetrics and gynecology, hospital based medicine, and pediatrics. In fiscal year 2024, kapi'olani medical specialists had 1,650,370 patient encounters. 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. Kapi'olani medical specialists recruits physicians throughout the nation who desire employment in a group practice setting with hawai'i's leading health care system, especially sub-specialists in short supply, yet high demand. Kapi'olani medical specialists physicians 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 pemanente 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 2024, kapi'olani medical specialists provided $359,191,066 in medical care to patients in need of medical services.”

“Kapi'olani medical specialists (dba hawai'i pacific health medical group) is a multi-specialty provider group dedicated to providing world-class care for adults and children across hawai'i and the pacific region working in partnership with kapi'olani medical center for women and children (kapi'olani), pali momi medical center (pali momi), straub clinic and hospital (straub), and wilcox memorial hospital (wilcox). The group's mission is to create a healthier hawai'i.”

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

“Equity transfer with hph - xxx-xx-xxxx;”