Kaua'I Medical Clinic

“Members or stockholders 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 body.”

“Power to elect and to appoint members 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.”

“Decisions reserved to members or stockholders the member shall have the exclusive power to take and direct the following actions of the corporation: (1) nominate candidates to the board for the following positions: the president/chief executive officer, treasurer, secretary, executive vice-president/chief financial officer, other executive vice-presidents, senior vice-presidents, assistant secretaries, and all vice-presidents except the operating unit vice-presidents, as such term is defined in the bylaws; (2) 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; (3) amend the bylaws; (4) determine and effect the corporation's participation in all long term financing transactions which are in excess of one (1)year and/or for one million dollar ($1,000,000) or more; (5) select banks, trust companies, or other depositories to which the corporation's funds shall be deposited; (6) direct, manage and control the custody, advisory service and asset management of the financial assets of the corporation; (7) effect inter-corporate transfers by and between the corporation and any affiliate; (8) develop and implement the general policies regarding the corporation's physician and executive compensation and benefit plans; (9) form a new corporation, limited liability company, or partnership or other organization that is owned solely by the corporation; (10) except as otherwise provided in the bylaws or as required by the law of the state of hawai'i, sell, lease or otherwise transfer fifty percent (50%) or more of the then current amount, as reported under generally accepted accounting principles, of the total assets held by wilcox memorial hospital, kaua'i medical clinic and wilcox health foundation (the wilcox affiliates); (11) except as provided in the bylaws or as required by the laws of the state of hawai'i, sell, lease or transfer of operations or activities of the wilcox affiliates which generate fifty percent (50%) or more of the total net revenues, as reported under generally accepted accounting principles, of the wilcox affiliates during the prior fiscal year; (12) close the clinical facilities owned and operated by the corporation; provided, that, after the effective date of the bylaws, any elimination of a clinical service provided by the corporation must also be approved by the board; (13) convert the clinic owned and operated by the corporation into a facility no longer offering medical services; provided, that, after the effective date of the bylaws, any elimination of a clinical service provided by the corporation must also be approved by the board; (14) after consulting with the board, remove the president/chief executive officer, executive vice-president/chief financial officer, treasurer, secretary, other executive vice-presidents, senior vice-presidents, assistant secretaries, and all vice-presidents except the operating unit vice-presidents; provided, however, that to remove or terminate the president/chief executive officer will require the president/chief executive 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 president/chief executive officer, such removal or termination will require the approval of a majority of the members on the member board; (15) after consulting with the board, develop and promulgate the corporate goals and the long range and strategic plans of the corporation; and (16) after consulting with the board, develop and implement the annual capital, operating, and cash flow budgets. The corporation shall not take the following actions without first obtaining member board approval: (1) add any director to the board; (2) remove any director from the board; (3) amend the articles; (4) enter into any unbudgeted contracts”

“Process used to review the form 990 various schedules of the 990 are prepared primarily by staff within the accounting area 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 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 990s will be posted to hph's web site for public access after the filing of the return with the irs.”

“Monitoring & enforcement of compliance with 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; AND 4) 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 ceo of the organization is 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 ceo's 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 completed on march 16, 2018 to review physician compensation, and on august 21, 2018 to review executive compensation.”

“Process of making documents available to the public 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.”

“Description of organization's mission the kaua'i medical clinic is a not-for-profit multi-specialty clinic whose mission is to create a healthier hawai'i. Description of program services established in 1967, kaua'i medical clinic has provided the residents and visitors of kaua'i with primary and specialty care for more than 50 years. Kaua'i medical clinic partners with wilcox medical center as part of wilcox health. Kaua'i medical clinic offers more than 20 specialties at five locations: the main clinic in lihu'e, kaua'i urget care clinic in lihu'e, and three satellite clinics in kapa'a, koloa and ele'ele. Kaua'i medical clinic has 277 employees and 94 physicians. In fiscal year 2018, total clinic encounters were 348,578. Specialty units kaua'i medical clinic is kaua'i's only multi-specialty group. It provides care in cardiology, family medicine, gastroenterology, general medicine, general surgery, hematology, infectious diseases, internal medicine, neurology, obstetrics and gynecology, oncology, orthopedic surgery, otolaryngology, pediatrics, physiatry, podiatry and urology. This range of specialties, multiple locations, and affiliation with hawai'i pacific health significantly increases access to care for kaua'i residents and visitors. Kaua'i medical clinic patients enjoy easy appointment scheduling, urgent care services, chronic disease management, diabetes consultation and education, diagnostic imaging and financial counseling. Community kaua'i medical clinic is an active community partner. In fiscal 2018, its health education, prevention programs and support groups focused on diabetes, sports medicine, heart attack/stroke, water safety, injury prevention and health fairs. Together with wilcox medical center, the clinic hosted or sponsored a variety of community health education events, and staff supported their community by participating in annual charitable endeavors. These included "kids summer fest," "kids fest," "kaua'i marathon," several physician-led community walks, "keiki bike and safety day," "diabetes awareness expo," "cancer care video teleconference," "getting a grip with arthritis video teleconference," "valentine in paradise video teleconference,"koloa sugar mill run." kaua'i medical clinic treats all patients, regardless of their ability to pay, thus serving (with wilcox memorial hospital) as one of the community's safety net providers of health care. In fiscal year 2018, kaua'i medical clinic provided $5,954,892 worth of care to patients who were uninsured or unable to pay their care, as well as other community benefits.”

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

“Other fees exceeding 10% of total expense $ 3,924,126 - internal service provider $ 647,658 - services physician $ 590,755 - services provided by wmh staff for environmental services, janitorial, disposal shredding, pest control & cleaning services $ 482,813 - services provided by wmh staff for health info mgmt $ 476,679 - various services $ 277,879 - repairs and maintenance $ 246,558 - urgent care staff hours $ 241,895 - electrical services provided by wmh staff for plant/ground maintenance, security services $ 204,926 - courier services, spd staff hours $ 160,623 - eleele clinic $ 141,617 - kapaa clinic $ 120,943 - pediatric clinic $ 118,840 - services excellance $ 108,905 - family medicine $ 55,983 - services consulting $ 53,409 - collection fees $ 39,909 - services contract recurring $ 29,090 - services laundry $ 23,407 - services medical $ 50 - bus pass $( 1,323) - expense recovery ____________ $ 7,944,742 - total”

“Other changes in net assets $ 16,685,792 - equity transfers with hph $( 1) - rounding _____________ $ 16,685,791 - total”