2013-11-13T19:08:33-06:00 2012-12-31 ERNST & YOUNG US LLP 18111 VON KARMAN AVENUE SUITE 1000 IRVINE CA 92612 990 2012-01-01 954434428 HUNTINGTON MEDICAL FOUNDATION % DAVID LEE HUNT 6263978306 133 N Altadena Drive 2nd Floor Suite Pasadena CA 91107 DAVID LEE 2013-11-13 9497942300 2012 2016-02-24 21:20:13Z DAVID LEE 133 N Altadena Dr 2nd Floor Pasadena CA 91107 24212664 false X www.huntingtonmedical.com X 1993 CA PROVIDE THE HIGHEST QUALITY, MOST PATIENT FRIENDLY HEALTHCARE THROUGH INNOVATIVE PROGRAMS. WE ARE RESPONSIVE TO OUR COMMUNITY'S NEED AND SENSITIVE TO FINANCIAL RESPONSIBILITY. 11 6 200 6 9780 450000 688000 24355106 23278613 0 0 99696 246051 24904802 24212664 0 0 0 0 6709616 7193298 0 0 0 22553663 20333065 29263279 27526363 -4358477 -3313699 6369570 6041236 50750461 53735826 -44380891 -47694590 X PROVIDE THE HIGHEST QUALITY, MOST PATIENT FRIENDLY HEALTHCARE THROUGH INNOVATIVE PROGRAMS. WE ARE RESPONSIVE TO OUR COMMUNITY'S NEED AND SENSITIVE TO FINANCIAL RESPONSIBILITY. false false 19601018 0 23141622 FOUNDATION'S ACTIVITY IN PUBLIC HEALTH EDUCATION, DELIVERY OF COMMUNITY MEDICAL SERVICES AND URGENT CARE SERVICES THROUGH PASADENA COMMUNITY URGENT CARE. SEE SCHEDULE O FOR ADDITIONAL DETAILS. 283803 0 375230 CLINICAL RESEARCH. SEE SCHEDULE O FOR ADDITIONAL DETAILS. 7812 0 7812 YOUNG AND HEALTHY, FIVE ACRES. SEE SCHEDULE O FOR ADDITIONAL DETAILS. 19892633 true true false false false false false false false false true false false true true false false true false false false false false false false false false false false true false false false false false false false true false false false false false true true false false false true 14 0 true 200 true true true false false false false false false false false false X 11 6 true false false false true true true true true false false true true true true true true false true false CA X DAVID LEE 6263978306 133 N ALTADENA DR 2ND FLOOR Pasadena CA 91107 Craig Lucas Esq 1.0 0.0 X X 0 0 0 Stephen A Ralph 1.0 55.0 X X 0 838612 318697 George Cummings 1.0 0.0 X 0 0 0 Allen W Mathies JR MD 1.0 1.0 X 0 12000 7001 Gary Lorden PhD 1.0 0.0 X 0 0 0 Pamela Lee MD 1.0 0.0 X 0 0 0 John Rodarte MD 1.0 0.0 X 0 0 0 Richard Wear MD 1.0 0.0 X 0 0 0 Wendy Karsten 40.0 0.0 X X 131195 0 6212 Braulio Montesino 1.0 0.0 X 0 0 0 Paul Holman 1.0 0.0 X 0 0 0 Sarah Salamon MD 1.0 0.0 X 0 0 0 Matthew Snyder 40.0 0.0 X 149445 0 931 Steve Morrison 20.0 0.0 X 65228 0 0 Mischelle Turner 40.0 0.0 X 127441 0 0 Elena Forster 35.0 0.0 X 115401 0 1312 Alicia Basmadjian 40.0 0.0 X 108789 0 3431 Amy Ibach 40.0 0.0 X 107879 0 7283 Andre Jones 40.0 0.0 X 107812 0 6212 913190 850612 351079 7 false true false Huntington Foundation Medical Group 133 N Altadena Dr 2nd Floor PASADENA CA 91107 MEDICAL SERVICES 8724769 Allscripts 24630 Network Place CHICAGO IL 60673 INFORMATION SERVICES 806972 Unitrade International 1941 Montecito Drive GLENDALE CA 91208 CONSULTING SERVICES 142821 Dempsey Bluevar 2036 Jackson Street ALEXANDRIA LA 71301 CONSULTING SERVICES 113192 Russell Construction Co 2706 Ste E Central Ave DUARTE CA 91010 Construction 108136 5 650000 38000 688000 HUNTINGTON MEDICAL FDN-PATIENT CARE 621111 22420550 22420550 EHR INCENTIVE REVENUE 900099 436168 436168 CLINICAL RESEARCH-PATIENT CARE 621111 375230 375230 CHART REVENUE-PATIENT RELATED 900099 29073 29073 MSO MANAGEMENT FEE 561110 9780 9780 7812 7812 23278613 0 0 0 0 0 0 0 0 0 0 EXPENSE REIMBURSEMENT 621110 94524 94524 CONSULTING FEES 621110 57392 57392 COPY RECORDS-ADMIN 541519 61270 61270 32865 32865 246051 24212664 23514884 9780 0 0 0 0 720521 388197 332324 0 5320302 4231716 1088586 0 664955 520132 144823 487520 367139 120381 0 2271 2271 76907 76907 0 0 0 9318163 8883364 434799 61468 25722 35746 4379432 3899380 480052 1085359 1085359 0 1617270 1377309 239961 16744 5467 11277 0 48607 13336 35271 2915351 2915351 0 391287 391287 179256 101888 77368 ADMIN EXPENSE 240950 78983 161967 27526363 19892633 7633730 0 377793 1302436 0 0 0 0 3113922 1745531 0 0 0 0 0 0 0 0 1586570 999599 6976369 5520329 1283140 1456040 0 0 0 0 0 0 0 0 8145 537630 6369570 6041236 27159839 29472154 0 0 0 0 0 0 0 0 0 0 0 0 0 0 23590622 24263672 50750461 53735826 X -44380891 -47694590 0 0 0 0 -44380891 -47694590 6369570 6041236 -3313699 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1384874 1169948 214926 707132 472149 234983 4884363 3878232 1006131 1456040 DUE TO/FROM HMG 537630 537630 0 PAYABLE DUE TO HMH 24263672 24263672 X X true true false false false false false false false Stephen A Ralph 0 597693 0 200000 0 40919 0 308795 0 9902 0 1157309 0 0 Matthew Snyder 119107 0 25971 0 4367 0 0 0 931 0 150376 0 0 SUPPLEMENTAL COMPENSATION INFORMATION SCHEDULE J, PART I, LINE 4A THE FOLLOWING INDIVIDUAL RECEIVED A SEVERANCE PAYMENT DURING 2012: MATTHEW SNYDER - $4,367 SUPPLEMENTAL COMPENSATION INFORMATION SCHEDULE J, PART I, LINE 4B PASADENA HOSPITAL ASSOCIATION (PHA) ADOPTED A 457(F) DEFINED BENEFIT RETIREMENT PLAN, EFFECTIVE DECEMBER 31, 2005. THE PLAN COVERS MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM OF PHA. THE NORMAL RETIREMENT DATE OF THE PLAN IS AGE 65. EACH PARTICIPANT OF THE PLAN IS FULLY VESTED AFTER 20 YEARS OF SERVICE, AND BENEFITS ARE PRORATED FOR PARTICIPANTS WITH LESS THAN 20 YEARS OF SERVICE. STEPHEN A. RALPH PARTICIPATES IN THE PLAN AND DID NOT RECEIVE A PAYOUT DURING 2012. HUNTINGTON FOUNDATION MEDICAL GROUP SEE PART V 8724769 MEDICAL SERVICES PAYMENTS false RELATIONSHIP BETWEEN INTERESTED PERSONS & THE ORGANIZATION SCHEDULE L, PART IV THE SCHEDULE L, PART IV BUSINESS TRANSACTIONS WITH HUNTINGTON FOUNDATION MEDICAL GROUP RELATES TO PAMELA LEE, SARAH SALAMON, JOHN RODARTE AND RICHARD WEAR BEING THE DIRECTORS OF BOTH HUNTINGTON MEDICAL FOUNDATION AND HUNTINGTON FOUNDATION MEDICAL GROUP. STATEMENT PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, QUESTIONS 4A-C FOUNDED IN 1994, THE HUNTINGTON MEDICAL FOUNDATION'S (HMF) MISSION IS TO PROVIDE THE HIGHEST QUALITY, MOST PATIENT FRIENDLY HEALTHCARE TO THE COMMUNITY THROUGH INNOVATIVE PROGRAMS, DEDICATED PROFESSIONALS AND THE CREATION OF SYNERGISTIC COLLABORATIONS BETWEEN THE PRIVATE AND PUBLIC SECTORS. HMF IS A CALIFORNIA NONPROFIT, PUBLIC BENEFIT CORPORATION LOCATED IN THE SAN GABRIEL VALLEY AND AFFILIATED WITH HUNTINGTON MEMORIAL HOSPITAL. WE ARE DEDICATED TO IMPROVE THE EFFICIENCY AND UTILIZATION OF HEALTH SERVICES WHILE MAINTAINING AN IMPORTANT BALANCE IN THE QUALITY OF CARE DELIVERED TO THE COMMUNITY. THE PRIMARY OBJECTIVE OF HMF IS THE OPERATION OF A HEALTH MANAGEMENT SERVICES ORGANIZATION TO PROVIDE MEDICAL SERVICES TO THE COMMUNITY. HMF PROVIDES HEALTH AND EDUCATIONAL SERVICES TO THE LOCAL COMMUNITY SUCH AS: - HMF MAINTAINS AN ONSITE IMMUNIZATION CLINIC, LOCATED AT THE PASADENA COMMUNITY URGENT CARE, AS WELL AS PROVIDING IMMUNIZATION FAIRS AROUND THE SAN GABRIEL VALLEY. - HMF PROVIDES OCCUPATIONAL HEALTH CARE OFFERING WORKERS COMP, EMPLOYEE SCREENINGS, AND HEALTH AND WELLNESS CONSULTATIONS TO THE LOCAL BUSINESS COMMUNITY. - HMF PROVIDES PRIMARY CARE TO CHILDREN AND THEIR FAMILIES IN THE YOUNG & HEALTHY PROGRAM AND FIVE ACRES PROGRAMS. - HMF PARTICIPATES, HOSTS, SPONSORS AND PROVIDES HEALTH EDUCATION SERVICES TO THE COMMUNITY THROUGH PROGRAMS AT THE YMCA, LOCAL SCHOOLS, AND OTHER AGENCIES ON TOPICS SUCH AS EFFECTIVE PARENTING, DIET AND WEIGHT MANAGEMENT, ASTHMA, ALLERGY MANAGEMENT AND SEX EDUCATION FOR PARENTS AND YOUTH. - HMF PROMOTES THE OVERALL HEALTH OF THE COMMUNITY AT LARGE, PARTNERING WITH THE PASADENA HEALTH CONSORTIUM, TO PROVIDE SERVICES THAT FOCUS ON IMPROVING THE HEALTH, WELFARE AND GENERAL QUALITY OF LIFE TO THE RESIDENTS OF THE COMMUNITY. - HMF ACTIVELY PARTICIPATES IN MEDICAL RESEARCH PROGRAMS. CURRENTLY WE HAVE PARTICIPANTS IN PHASE III, IV AND V CLINICAL TRIALS. THE HUNTINGTON MEDICAL FOUNDATION HAS A PROVEN HISTORY OF PROVIDING CHRONIC CARE TO PATIENTS IN THE SAN GABRIEL VALLEY. HMF MANAGES THREE ADULT MEDICINE OFFICES, THREE PEDIATRIC OFFICES, A SPECIALTY CARE OFFICE, AN URGENT CARE CLINIC, AN OCCUPATIONAL MEDICINE FACILITY, AN IMMUNIZATION CLINIC, AN AFTER HOURS PEDIATRIC WALK-IN CLINIC IN ARCADIA, CLINICAL TRIALS, AS WELL AS JOINT VENTURES WITH THE HUNTINGTON HOSPITAL INCLUDING A RESIDENCY PROGRAM FOR OUTPATIENT CARE, LAB DRAW STATIONS IN PHYSICIAN OFFICES, AND BILLING SERVICES TO VARIOUS HOSPITAL OUTPATIENT SERVICES. HMF CURRENTLY HAS PHYSICIANS BOARDED IN INTERNAL MEDICINE, FAMILY MEDICINE, PEDIATRICS, ENDOCRINOLOGY, ADDICTION MEDICINE, DERMATOLOGY, NEUROLOGY, ALLERGY & IMMUNOLOGY, NUTRITION AND PODIATRY. IN OCTOBER 2010, THE HUNTINGTON MEDICAL FOUNDATION OPENED THE PASADENA COMMUNITY URGENT CARE (PCUC) IN THE EASTERN PORTION OF PASADENA, AN UNDERSERVED AREA AS A RESULT OF THE LOSS OF THE ST. LUKE MEDICAL CENTER. THE PCUC SERVES TO REDUCE THE OVERSATURATED AND NON-ACUTE, AND ACUTE, NON-EMERGENT PATIENTS CURRENTLY BEING SEEN AT THE HUNTINGTON HOSPITAL EMERGENCY DEPARTMENT (ER), THUS LESSENING THE STRAIN ON THE ER AS WELL AS DECREASING THE AMOUNT OF ER DIVERSIONS THAT OCCUR DUE TO OVER UTILIZATION. THE DECREASE OF NON-ACUTE AND ACUTE, NON-EMERGENT PATIENTS, ESTIMATED AT 30% OF THE CURRENT ER PATIENT POPULATION, WILL GREATLY REDUCE THE WAIT TIME FOR PATIENTS REQUIRING REAL, EMERGENT MEDICAL CARE. THE PASADENA COMMUNITY URGENT CARE PROVIDES SERVICE TO THOSE PRIMARILY LOCATED IN 12 ZIP CODES (PASADENA AND SURROUNDING CITIES) IN THE SAN GABRIEL VALLEY AREA OF LOS ANGELES COUNTY. THOSE SERVED REFLECT THE DIVERSITY OF THE TARGET AREA, WHERE 44 PERCENT OF HOUSEHOLDS ARE HISPANIC, 25.9 PERCENT WHITE, 7.8 PERCENT BLACK, 19.2 PERCENT ASIAN AND 3.1 PERCENT OF OTHER ETHNICITIES. THE FACILITY PROVIDES BOTH PEDIATRIC AND ADULT CARE. DEMOGRAPHICS OF URGENT CARE PATIENTS ARE VARIED, HOWEVER, THE POPULATION SERVED POSSESS A HIGH PERCENTAGE OF INDIVIDUALS WITH A PREDOMINANTLY LOW INCOME LEVEL (<200 PERCENT OF FEDERAL POVERTY LEVEL). IN ADDITION, A HIGH PERCENTAGE OF THE PREDOMINANTLY LOW INCOME LEVEL INDIVIDUALS LACK ACCESS TO OTHER HEALTH CARE RESOURCES. THESE PATIENT TYPES OFTEN USE THE EMERGENCY ROOM INAPPROPRIATELY FOR NON-ACUTE CONDITIONS AND ACUTE NON-EMERGENT CONDITIONS. ONE OF THE MAIN OBJECTIVES OF THE PCUC IS TO INTERCEPT THESE PATIENTS BEFORE THEY FURTHER IMPACT THE ER AND PROVIDE NON-EMERGENT MEDICAL CARE WHILE EDUCATING AND CONNECTING THEM WITH THE APPROPRIATE PRIMARY CARE RESOURCE IN THE COMMUNITY. WE ANTICIPATE SEEING APPROXIMATELY 300 UNINSURED AND UNDERINSURED PATIENTS PER MONTH AT THE PCUC. LOCATIONS & ADDRESSES: ADULT MEDICINE OFFICE: 10 CONGRESS STREET, SUITE 208, PASADENA, CA 91105 375 HUNTINGTON DRIVE, SUITE G, SAN MARINO, CA 91108 65 N MADISON AVE., SUITE 800, PASADENA, CA 91101 PEDIATRIC OFFICE: 55 E. CALIFORNIA BLVD, SUITE 200, PASADENA, CA 91105 1346 FOOTHILL BLVD, SUITE 204, LA CANADA, CA 91011 301 HUNTINGTON DR., SUITE 320, ARCADIA, CA 91006 SPECIALTY CARE OFFICE: 55 E. CALIFORNIA BLVD., SUITE 201, PASADENA, CA 91105 PASADENA COMMUNITY URGENT CARE AND OCCUPATIONAL HEALTH FACILITY: 3160 E. DEL MAR BLVD. SUITE 110, PASADENA, CA 91107 IMMUNIZATION CLINIC: 3160 E. DEL MAR BLVD. SUITE 110, PASADENA, CA 91107 AFTERHOURS PEDIATRIC WALK IN CLINIC: 301 HUNTINGTON DR., SUITE 320, ARCADIA, CA 91006 CLINICAL TRIALS 375 HUNTINGTON DRIVE, SUITE G, SAN MARINO, CA 91108 BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, ETC. FORM 990, PART VI, QUESTION 2 SARAH SALAMON, LESLIE DUDLEY, JOHN RODARTE AND RICHARD WEAR HAVE A BUSINESS RELATIONSHIP. MEMBERS OR STOCKHOLDERS OF THE ORGANIZATION FORM 990, PART VI, QUESTION 6 THE ORGANIZATION HAS A SOLE CORPORATE MEMBER, PASADENA HOSPITAL ASSOCIATION (PHA). DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS Form 990, PART VI, QUESTION 7A MEMBER MAY APPOINT ANY OR ALL OF THE DIRECTORS, EXCEPT EX OFFICIO DIRECTORS. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B THE FOLLOWING ACTIONS OF THE BOARD ARE NOT VALID, AND SHALL NOT BE IMPLEMENTED UNTIL APPROVED BY THE MEMBER: (1) ANY EXPENDITURES WHICH INDIVIDUALLY OR IN THE AGGREGATE EXCEED THE CORPORATION'S BUDGET BY MORE THAN 10% ANNUALLY; (2) ADOPT ANY ARTICLE OR BYLAW CHANGE; (3) IMPLEMENT ANY MAJOR CORPORATE ACTS INCLUDING MERGER, CONSOLIDATION, AFFILIATION, DISSOLUTION, SALE OR TRANSFER OF SUBSTANTIAL PORTION OF THE CORPORATION'S ASSETS; (4) MATERIALLY CHANGE THE BUSINESS OR BUSINESS PURPOSE OF THE CORPORATION, OR THE LOCATIONS AT WHICH SUCH BUSINESS IS OPERATED; (5) ADOPT THE ANNUAL CAPITAL AND OPERATING BUDGETS AND STRAGTEGIC PLANS FOR THE CORPORATION; (6) SIGNIFICANTYL CHANGE CLINICAL CARE AND/OR SERVICE LINES PROVIDED BY THE CORPORATION; (7) INCUR OR GUARANTY ANY INDEBTEDNESS (INCLUDING, WITHOUT LIMITATION, ANY CAPITAL LEASE); AND (8) INTIATE LITIGATION OR ARBITRATION IN THE NAME OF THE CORPORATION AS A PLAINTIFF. REVIEW PROCESS FORM 990, PART VI, QUESTION 11B FORM 990 AND ALL RELATED SCHEDULES WERE REVIEWED INTERNALLY WITH SENIOR MANAGEMENT. ALL QUESTIONS AND CHANGES PROPOSED WERE ADDRESSED PRIOR TO FILING. A COMPLETE COPY OF THE FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF THE BOARD OF DIRECTORS PRIOR TO ITS SUBMISSION TO THE INTERNAL REVENUE SERVICE. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12C CONFLICTS OF INTEREST POLICY & PROCEDURES: A. THE OPERATIONS OF HMF PROVIDE A VITAL HEALTHCARE SERVICE AND ARE SUBJECT TO THE SCRUTINY OF GOVERNMENTAL AGENCIES AND MEMBERS OF THE GENERAL PUBLIC. THE INDIVIDUALS WHO, BY VIRTUE OF THEIR POSITIONS WITH THE FOUNDATION, CAN COMMIT THE ORGANIZATION IN FINANCIAL DEALINGS MUST BE EVER MINDFUL OF POTENTIAL CONFLICTS BETWEEN DUTIES IMPOSED BY THEIR POSITIONS AND THE PERSONAL INTEREST. B. EACH INTERESTED PERSON IS SUBJECT TO A LEGAL OBLIGATION TO PERFORM THE DUTIES OF HIS OR HER POSITION HONESTLY AND IN GOOD FAITH, IN A MANNER THE INTERESTED PERSON BELIEVES TO BE IN THE BEST INTERESTS OF THE FOUNDATION, AND TO EXERCISE THE SAME DEGREE OF SKILL AND CARE AS AN ORDINARILY PRUDENT PERSON IN SIMILAR CIRCUMSTANCES WOULD EXERCISE. C. THOSE WHO HAVE THE AUTHORITY TO COMMIT THE FOUNDATION IN FINANCIAL DEALINGS MUST EXERCISE THE UTMOST GOOD FAITH IN ALL TRANSACTIONS INVOLVING THEIR DUTIES AND MAY NOT USE THEIR POSITIONS OR KNOWLEDGE GAINED THERE FROM FOR THEIR PERSONAL BENEFIT. THE INTERESTS OF THE FOUNDATION MUST HAVE THE FIRST PRIORITY AND ALL PURCHASES OF GOODS AND SERVICES AND OTHER TRANSACTIONS MUST BE PURSUED ON A BASIS WHICH SECURES FOR THE FOUNDATION FULL COMPETITIVE ADVANTAGES AS TO PRODUCT, SERVICES AND PRICE. SUCH PERSONS ARE EXPECTED TO DISCLOSE, IN THE MANNER SET FORTH BELOW, ANY INTEREST THAT MAY PRODUCE A CONFLICT. NO TRANSACTION INVOLVING A POTENTIAL CONFLICT OF INTEREST MAY BE CONSUMMATED UNTIL ALL FACTS SURROUNDING SUCH A TRANSACTION HAVE BEEN DISCLOSED TO THE CHIEF EXECUTIVE OFFICER OF THE FOUNDATION, AND THE TRANSACTION HAS BEEN APPROVED BY THE BOARD OF DIRECTORS, OR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (WHEN SO AUTHORIZED), AFTER FINDING THAT THE TRANSACTION IS JUST, FAIR AND REASONABLE AS TO THE FOUNDATION AND IN ITS BEST INTEREST. D. AN INTERESTED PERSON WHO IS A MEMBER OF THE GOVERNING BOARD OF A COMPETITOR, TO THE EXTENT IT IS DETERMINED BY THE BOARD OF DIRECTORS OF THE FOUNDATION THAT SUCH DIRECTOR WOULD BE UNABLE TO FULFILL HIS OR HER DUTY OF LOYALTY TO BOTH THE FOUNDATION AND THE COMPETITOR, MAY NOT ALSO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OR OFFICER OF THE FOUNDATION. E. NO INTERESTED PERSON WHO IS AN OFFICER, EMPLOYEE, SUBSTANTIAL SHAREHOLDER OR WHO HAS ANY OTHER RELATIONSHIP WITH ANY COMPETITOR, MAY COMMUNICATE DIRECTLY OR INDIRECTLY ANY INFORMATION REGARDING THE FOUNDATION'S PROPOSED FUTURE PRICING OR MARKETING PLANS TO SUCH COMPETITOR OR REGARDING SUCH COMPETITOR'S PROPOSED FUTURE PRICING OR MARKETING PLANS TO THE FOUNDATION. IN ORDER TO AVOID ANY INFERENCE OF A HORIZONTAL PRICE OR MARKET DIVISION AGREEMENT, ANY SUCH INTERESTED PERSON SHOULD REPORT IN WRITING HIS OR HER RELATIONSHIP TO A COMPETITOR OF THE FOUNDATION AS PROVIDED IN THE PROCEDURE SECTION BELOW. F. NO INTERESTED PERSON MAY APPROPRIATE OR DIVERT TO OTHERS ANY OPPORTUNITY FOR PROFIT IN CONNECTION WITH A TRANSACTION IN WHICH IT IS KNOWN, OR COULD BE REASONABLY ANTICIPATED, THAT THE FOUNDATION IS OR WOULD BE INTERESTED. SUCH OPPORTUNITIES INCLUDE, BUT ARE NOT LIMITED TO, ACQUISITION OF REAL OR PERSONAL PROPERTY, APPOINTMENT OF SUPPLIERS, OR DESIGN OR DEVELOPMENT OF NEW PRODUCTS, SERVICES OR AREAS OF BUSINESS RELATED TO THE FOUNDATION'S PRESENT OR PLANNED PRODUCT AND SERVICE AREAS. G. EACH INTERESTED PERSON WITH ACCESS TO CONFIDENTIAL INFORMATION REGARDING THE FOUNDATION OR THE FOUNDATION'S BUSINESS IS EXPECTED TO HOLD SUCH INFORMATION IN CONFIDENCE AND TO REFRAIN FROM EITHER USING SUCH INFORMATION FOR PERSONAL GAIN OR DISCLOSING IT UNNECESSARILY OUTSIDE THE SCOPE OF THE INTERESTED PERSON'S DUTIES WITH RESPECT TO THE FOUNDATION. H. IF ANY INTERESTED PERSON OR FAMILY MEMBER OBTAINS A SUBSTANTIAL FINANCIAL INTEREST IN, OR BECOMES A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF, ANY SUPPLIER, PURCHASER OR COMPETITOR, THE INTERESTED PERSON SHALL DISCLOSE SUCH INTEREST AS PROVIDED IN THE PROCEDURE. MONITORING AND ENFORCING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY: ALL THE BOARD MEMBERS AND DAVID LEE HAVE SIGNED THE CONFLICT OF INTEREST POLICY. IT WILL BE ENFORCED BY REVIEW OF THE QUESTIONNAIRE FOR POTENTIAL CONFLICTS BY THE CEO AND IF NECESSARY THE BOARD PRESIDENT SPEAKS WITH ANY DIRECTOR WHO HAS A POTENTIAL CONFLICT TO MAKE A FINAL DETERMINATION. ANY DIRECTOR WITH A CONFLICT IS NOT INVOLVED IN THE DECISION-MAKING PROCESS FOR ANY TRANSACTION IN WHICH A CONFLICT MAY EXIST. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, QUESTIONS 15A & 15B ANNUALLY, THE BOARD SHALL APPOINT NOT LESS THAN TWO BOARD MEMBERS TO REVIEW AND RECOMMEND THE COMPENSATION OF ALL EXECUTIVES AND KEY EMPLOYEES OF THE ORGANIZATION, AS DEFINED BY THE FORM 990 REPORTING REQUIREMENTS. COMPENSATION SHALL BE BASED ON PERFORMANCE AND COMPARABLE MARKET DATA, AS REPORTED BY THE AMERICAN MEDICAL GROUP ASSOCIATION AND PUBLISHED ANNUALLY AS WELL AS ANY ADDITIONAL INDEPENDENT SOURCES OF COMPARABLE MARKET DATA. COMPREHENSIVE REVIEW IS FOR ALL MANAGERS, DIRECTOR OF FINANCE, AND CEO. THIS PROCESS WAS LAST COMPLETED DECEMBER 31, 2011. THE DELIBERATIONS AND DECISION OF THE COMPENSATION COMMITTEE ARE DOCUMENTED IN THE MINUTES. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS OF THE ORGANIZATION ARE AVAILABLE TO THE PUBLIC UPON REQUEST. Pasadena Hospital Association (DBA HMH) 100 W California Blvd Pasadena CA 91105 951644036 HLTH CARE SVS CA 501(C)(3) 3 NA false CONGRESS SERVICES CORPORATION 804 SOUTH FAIR OAKS AVENUE PASADENA CA 91105 953978299 MANAGEMENT SV CA NA C CORP false false false true false true false false false false false false false false false false false false false false