2024-08-15T16:11:12-05:00 2023-09-30 135565207 KPMG LLP 1003 BISHOP STREET SUITE 2210 HONOLULU HI 96813 990 2022-10-01 201578637 SOUTHERN OREGON INSURANCE INC SOUT 8085853500 745 FORT STREET SUITE 1100 HONOLULU HI 96813 HEATHER ROWENHORST TREASURER 8085853500 2024-08-12 1 0 CORI SADANAGA P01598167 8085402800 2024-08-12 2022 2024-08-08 14:25:15Z HEATHER ROWENHORST 2650 SISKIYOU BLVD MEDFORD OR 97504 25677651 0 X N/A X 2004 HI TO BE A NONPROFIT CAPTIVE INS. CO PURSUANT TO ART. 19 OF CH. 431 OF THE HI REV. STATUTES, AS AMD. 5 2 0 2 0 0 0 0 3426059 3294053 1551948 1450365 0 0 4978007 4744418 0 0 0 0 0 0 0 0 0 3243528 4218720 3243528 4218720 1734479 525698 34005109 37486809 10255362 10835663 23749747 26651146 X SCHEDULE OTHE PRIMARY PUPOSE FOR WHICH THIS CORPORATION IS FORMED IS TO BE A NONPROFIT CAPTIVE INSURANCE COMPANY PRSUANT TO ARTICLE 19 OF CHAPTER 431 OF THE HAWAII REVISED STATUSES, AS AMENDED.THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES, BY SUPPORTING, BENEFITING OR CARRYING OUT SOME OR ALL OF THE PURPOSES OF ASANTE, DBA ASANTE HEALTH SYSTEM (AS) AND OTHER ORGANIZATIONS ("AFFILIATES") THAT ARE CONTROLLED DIRECTLY OR INDIRECTLY BY AHS AND THAT ARE NON-PRIVATE FOUNDATIONS UNDER SECTION 509(A)(1) OR (2) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), OR CORRESPONDING SECTIONS OF ANY FUTURE FEDERAL TAX CODE. 0 0 3845935 0 3294053 SOUTHERN OREGON INSURANCE INC. RECEIVED ITS CERTIFICATE OF AUTHORITY AS A PURE CAPTIVE INSURANCE COMPANY FROM THE INSURANCE COMMISSIONER OF THE STATE OF HAWAII. THE COMPANY PROVIDES ITS PARENT WITH ALTERNATIVE RISK FINANCING OPTIONS, AND IS AUTHORIZED TO PROVIDE HEALTHCARE PROFESSIONAL AND GENERAL LIABILITY COVERAGE ON A CLAIMS-MADE BASIS. 3845935 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 2 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 5 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 1 0 0 0 X MARSH MNGMT SERVICES INC 8085853500 745 FORT STREET SUITE 1100 HONOULU HI 96813 SCOTT KELLY FORMER CHAIR/PRES THRU 2/13/23 2.00 40.00 X 0 1411289 33733 GREGORY G WOJTAL FORMER TREASURER THRU 6/2/23 2.00 40.00 X 0 762111 40467 JAMES GREBOSKY MD DIRECTOR 1.00 40.00 X 0 712700 41116 HEATHER ROWENHORST TREASURER 2.00 40.00 X X 0 282465 0 ROY G VINYARD II FORMER CHAIR/PRES THRU 9/5/23 2.00 40.00 X 0 137500 7875 JEN LIGONS ASSISTANT SECRETARY 2.00 40.00 X 0 93215 29552 PETER ANGSTADT VP/SECRETARY 0.00 40.00 X X 0 0 0 TOM GESSEL CHAIR/PRESIDENT 2.00 40.00 X X 0 0 0 DOUGLAS SCHMOR VICE PRESIDENT THRU 2/1/23 2.00 2.00 X X 0 0 0 0 3399280 152743 0 0 1 0 0 PREMIUMS 524298 3294053 3294053 3294053 825242 825242 21558356 20933233 625123 625123 625123 4744418 3294053 0 1450365 68178 68178 8608 8608 46179 46179 42110 42110 196728 196728 LOSSES & LOSS ADJUSTMEN 3712155 3712155 CLAIMS MANAGEMENT FEES 106545 106545 ACTUARIAL FEES 19000 19000 PREMIUM TAX 8235 8235 10982 10982 4218720 3845935 372785 0 0 0 9643450 10248134 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22943992 26408319 0 0 0 0 0 0 1417667 830356 34005109 37486809 68110 69210 0 0 1126839 1083605 0 0 0 0 0 0 0 0 0 0 9060413 9682848 10255362 10835663 X 3000000 3000000 0 0 20749747 23651146 23749747 26651146 34005109 37486809 525698 2375701 0 X 0 1 X 1 0 X X X 1 ASANTE DBA ASANTE HEALTH SYSTEM 930223960 3 1 4218720 0 1 4218720 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 SCHEDULE A, PART I, LINE 12, COLUMN V SOUTHERN OREGON INSURANCE INC. PROVIDED TO OR PURCHASED FOR THE BENEFIT OF ITS SUPPORTED ORGANIZATION, ASANTE HEALTH, CERTAIN SERVICES AND GOODS. SEE FORM 990, PART IX FOR DETAILS OF EXPENSES INCURRED ON BEHALF OF OR TO CARRY OUT THE EXEMPT PURPOSES OF ASANTE HEALTH. 0 LOSS & LOSS ADJUSTMENT EXPENSE 9295231 DUE TO PARENT 379490 PREMIUM TAXES PAYABLE 8127 9682848 X 7078009 2375701 2375701 4702308 42110 42110 4744418 4176610 0 4176610 42110 42110 4218720 PART X, LINE 2: FIN 48 FOOTNOTE THE COMPANY RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED AT THE LARGEST AMOUNT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED. CHANGES IN RECOGNITION OR MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN JUDGMENT OCCURS. 0 1 0 0 0 0 0 0 0 SCOTT KELLY FORMER CHAIR/PRES THRU 2/13/23 0 1004019 0 346800 0 60470 0 17400 0 16333 0 1445022 0 0 GREGORY G WOJTAL FORMER TREASURER THRU 6/2/23 0 605211 0 156900 0 0 0 17400 0 23067 0 802578 0 0 JAMES GREBOSKY MD DIRECTOR 0 554000 0 158700 0 0 0 17400 0 23716 0 753816 0 0 HEATHER ROWENHORST TREASURER 0 282465 0 0 0 0 0 0 0 0 0 282465 0 0 PART I, LINE 3 CEO COMPENSATION SOUTHERN OREGON INSURANCE DOES NOT PAY ANY OF ITS OFFICERS OR DIRECTORS DIRECTLY. ASANTE, THE PARENT ORGANIZATION OF SOUTHERN OREGON INSURANCE, PAYS ITS FORMER CEO, SCOTT KELLY AND ROY G. VINYARD II. HOWEVER, ASANTE HAS A COMPENSATION COMMITTEE THAT UTILIZES AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT CONDUCTS COMPENSATION SURVEYS. ASANTE'S COMPENSATION COMMITTEE RECOMMENDS THE TERMS OF THE CEO COMPENSATION PACKAGE, AND ASANTE'S BOARD APPROVES ITS TERMS. PART-I LINE-4A PARTICIPATION IN LISTED ARRANGEMENTS - SEVERANCE POLICIES ASANTE, THE PARENT ORGANIZATION OF SOUTHERN OREGON INSURANCE, HAS SEVERANCE POLICIES FOR ROY G. VINYARD II. MR. VINYARD'S SEVERANCE PACKAGE STATES THAT IF HE WERE ASKED TO LEAVE WITHOUT CAUSE, HE WOULD BE ENTITLED TO RECEIVE THE EQUIVALENT OF 24 MONTHS OF HIS THEN CURRENT MONTHLY SALARY AMOUNT. NO OFFICER OF SOUTHERN OREGON INSURANCE RECEIVED A SEVERANCE OR CHANGE-OF CONTROL PAYMENT IN THE CURRENT YEAR. PART-I LINE-4B ROY G. VINYARD AGREED TO PARTICIPATE IN CAP-EX IN PLACE OF A TRADITIONAL SERP. ASANTE HAS AN EXECUTIVE RESTORATION PLAN WHICH INCLUDES JAMES GREBOSKY, AND SCOTT KELLY. THIS PLAN STATES FIXED PAYMENTS WILL BE RECEIVED AT PRE-DETERMINED INTERVALS FROM ASANTE IF STILL EMPLOYED BY ASANTE IN THEIR CURRENT ROLE AT THE TIME OF VESTING. IF EMPLOYMENT IS TERMINATED BY ASANTE FOR ANY REASON PRIOR TO VESTING, THEY WILL NOT HAVE CLAIM TO THE FUNDS. FORM 990, PART VI, SECTION A, LINE 6 ORGANIZATION'S MEMBERS ASANTE, DBA ASANTEHEALTH SYSTEM IS THE SOLE MEBER OF SOUTHERN OREGON INSURANCE, INC(SOII). FORM 990, PART VI, SECTION A, LINE 7A ORGANIZATION'S MEMBERS ELECTING GOVERNING BODY ASANTE, DBA ASANTE HEALTH SYSTEM, AS THE SOLE MEMBER OF SOII CAN ELECT THE MEMBERS OF THE GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B GOVERNING BODY DECISIONS SUBJECT TO MEMBERSHIP APPROVAL THE BYLAWS PROVIDE FOR SPECIFIC MATTERS THAT ARE RESERVED FOR MEMBER APPROVAL. IN ADDITION, THE MEMBER HAS THE OPPORTUNITY TO REVIEW THOSE ACTIVITIES OF THE CORPORATION THAT ARE CONSIDERED TO BE MAJOR ACTIVITIES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN ACCOUNTING FIRM BASED ON DATA PROVIDED BY THE TAXPAYER. THE TREASURER REVIEWS THE DRAFT FORM 990 AND PROVIDES ADDITIONAL COMMENTS PRIOR TO FILING. THE FORM 990 IN FINAL DRAFT IS PROVIDED TO THE ENTIRE VOTING BOARD BEFORE THE RETURN IS FILED. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY THE TRUSTEES ADOPTED A CONFLICT OF INTEREST POLICY THAT STATES THAT, "AT ANY TIME A DIRECTOR OR OFFICERS BELIEVES THAT A CONFLICT WITH THE POLICY AND ITS STANDARDS EXIST OR MAY EXIST, SAID DIRECTOR OR OFFICER SHALL REPORT THE SAME IN WRITING TO THE COMPANY'S BOARD OF DIRECTORS. EVERY OFFICER AND DIRECTOR OF THE COMPANY SHALL ANNUALLY COMPLETE AND SUBMIT A CONFLICT OF INTEREST STATEMENT TO THE COMPANY. EACH YEAR, SOUTHERN OREGON INSURANCE COMPANY (SOII) MAILS TO ALL BOARD MEMBERS AND OFFICERS A CONFLICT OF INTEREST QUESTIONNAIRE TO COMPLY WITH THE COMPANY'S CONFLICT OF INTEREST POLICY. THE PURPOSE OF THE POLICY IS TO PROTECT SOII'S AND ASANTE'S (THE PARENT COMPANY) INTERESTS WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF A BOARD MEMBER. ASANTE'S CORPORATE COMPLIANCE OFFICER IS RESPONSIBLE FOR ADMINISTERING, MONITORING, AND INVESTIGATING ANY POSSIBLE CONFLICTS. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; (5) ANY CONFLICTING ISSUES DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED ARE REFERRED TO THE GOVERNANCE COMMITTEE; AND (6) THE TRANSACTION OR ACTION MUST BE APPROVED BY A MAJORITY OF DISINTERESTED PERSONS." FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION DETERMINATION SOII DOES NOT PAY COMPENSATION. THEREFORE, COMPENSATION PRACTICES ARE NOT DETERMINED BY SOII. ASANTE, DBA ASANTE HEALTH SERVICES, DETERMINES THE PAY OF THE BOARD FOR THE SERVICES THEY PROVIDE TO ASANTE. THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ANNUALLY REVIEWS THE COMPENSATION OF THE CEO AND OTHER KEY EMPLOYEES. THE REVIEW COMPARES THE COMPENSATION OF THE CEO AND OTHER KEY EMPLOYEES WITH COMPENSATION DATA FOR JOB INCUMBENTS IN COMPARABLE POSITIONS AT OTHER HEALTHCARE ORGANIZATIONS OF SIMILAR SIZE AND SCOPE. AT LEAST EVERY THREE YEARS, THE REVIEW IS CONDUCTED AND PRESENTED TO THE COMPENSATION COMMITTEE BY AN OUTSIDE CONSULTANT, CHOSEN BY THE COMPENSATION COMMITTEE. ON ALTERNATE YEARS, THE GENERAL MARKET MOVEMENT IS CONSIDERED AND THE REVIEW IS COMPLETED AND PRESENTED BY THE HUMAN RESOURCES EXECUTIVE. THE COMPENSATION COMMITTEE SETS THE ACTUAL ANNUAL CASH COMPENSATION FOR THE CEO AND SALARY RANGES FOR THE OTHER KEY EMPLOYEES. THE COMMITTEE ALSO SETS TOTAL COMPENSATION OPPORTUNITY FOR THE CEO AND EACH OF THE KEY EMPLOYEES, CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY. MINUTES OF THE COMMITTEE DELIBERATIONS AND DECISIONS ARE RECORDED AND MAINTAINED. THE MOST RECENT EXECUTIVE COMPENSATION REVIEW BY AN OUTSIDE CONSULTANT WAS COMPLETED IN 2021, THE HUMAN RESOURCES EXECUTIVE PROVIDED THE UPDATED RECOMMENDATIONS IN 2022. FORM 990, PART VI, SECTION C, LINE 19 INFORMATION AVAILABLE TO PUBLIC WHILE FEDERAL TAX LAWS DO NO MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENT, CONFLICT OF INTEREST POLICY AND FINANCIAL STATMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION, THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE UPON WRITTEN REQUEST. ASANTE DBA ASANTE HEALTH SYSTEM 2650 SISKIYOU BOULEVARD MEDFORD OR 97504 930223960 MEDICAL CARE OR 501(C)(3) 3 N/A 0 ASANTE FOUNDATION 229 BARTLETT STREET MEDFORD OR 97504 936087366 FUNDRAISING OR 501(C)(3) 12B, II ASANTE 0 ASANTE PHYSICIAN PARTNERS 2650 SISKIYOU BOULEVARD MEDFORD OR 97504 383849354 PHYSICIAN GRP OR 501(C)(3) 3 ASANTE 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 0