Mills-Peninsula Hospital Foundation

“Sutter bay hospitals is the sole member of this corporation with the right to elect at least a majority of the members of the board of directors.”

“Sutter bay hosptials, as the sole member of the organization, is entitled to exercise fully all rights and privileges of members of nonprofit corporations under the california nonprofit public benefit corporation law, and all other applicable laws. The member has the rights and powers to appoint (and remove) members of the corporation's board of directors, subject to the provisions of the bylaws. In addition, the member has the right to approve the following actions of the corporation's board of directors: a. Merger, consolidation or dissolution of this corporation; b. Contracting with any unrelated third party for all or substantially all of the management of this corporation's assets or operations. C. Creation of a corporation or affiliate entity which has, or is projected to have during the first year of its creation, total assets or net operating revenues in excess of a dollar amount to be set by the member from time to time; or acquisition of a corporation or affiliate entity which has total assets or net operating revenues in excess of a dollar amount to be set by the member from time to time. D. Amendment or restatement of the articles of incorporation or the bylaws of this corporation. E. Approval of operating and capital budgets of this corporation, although the board is empowered to develop its own budget within the corporate guidelines and objectives set by the member from time to time; the member may delegate approval and/or guideline setting authority to the chief executive officer of the member. F. Aggregate expenditures by this corporation exceeding approved operating or capital budgets of this corporation by more than a dollar amount to be set by the member from time to time; the member may delegate approval and/or guideline setting authority to the chief executive officer of the member. G. Purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge and encumbrance of any asset, real or personal, with a value in excess of a dollar amount to be established by the member from time to time, not previously included in the capital budget; the member may delegate approval and/or guideline setting authority to the chief executive officer of the member. H. Aggregate unsecured borrowing by this corporation in excess of a dollar amount to be set by the member from time to time. For the purpose of this subparagraph, the term aggregate borrowing includes but is not limited to lease agreements and contracts of purchase; the member may delegate approval and/or guideline setting authority to the chief executive officer of the member. I. Appointment of the independent auditor and corporate counsel; or j. Approval of transactions of this corporation in which a trustee or officer of this corporation has a material financial interest.”

“Sutter health has a centralized tax department responsible for the preparation of the form 990. Annually the tax department provides training and education to affiliate personnel who assist the tax department in collecting and reviewing data to be reported on the form 990. The preparation material is reviewed by various departments including tax, finance, legal, and human resources. A national accounting firm prepares and/or reviews the return. A completed return is then reviewed by the tax department, the affiliate, and the cfo before the return is filed.”

“Employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors and officers that includes an acknowledgement that they have read the conflict of interest policy. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. The ceo and board chair will review the statements and monitor situations that may pose a potential conflict of interest. The ceo and board chair may consult with the office of the general counsel as necessary. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The board chair may appoint a disinterested person or committee to investigate the conflict. Until the potential conflict is resolved, the board chair may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall refrain from voting on any matter related to the transaction.”

“The compensation for the position of the top management official is determined through a quantitative point factor review of the know-how, problem solving, and accountability associated with a given position as identified in the detailed position description. Additionally, all applicable market salary survey data is reviewed to ensure the position is both internally equitable and externally competitive/market appropriate. The compensation committee of sutter health annually approves compensation, and such approval is recorded in the minutes of sutter health. The most recent approval was december 2016. Form 990, part vi, line 15b for sutter health employees the compensation committee of the sutter health board of directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The compensation committee uses credible data sources and maintains an objective "arms length" decision-making process, ensuring the integrity of sutter's executive programs and consistency with the organization's overall mission. In order to ensure external competitiveness, national, california and local market area compensation data comparisons are reviewed. Competitive analysis includes: (a) base salary, (b) total cash (base salary + annual incentive), (c) total direct cash (base salary + annual incentive + long term incentive) and (d) total remuneration (base salary + annual incentive + benefits and long term incentive). This analysis includes comparable organizations and geographic considerations. For the most senior executive positions, national comparisons for organizations similar in size, scope and complexity as sutter health are most appropriate since it is a national marketplace in which sutter competes for executive talent. On the other hand, because californias underlying compensation structure is higher than national data (especially in the bay area), regional pay adjustments may be made. Officers and key employees of this organization undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. The most recent approval was december 2016.”

“The sutter health system posts its current and past audited financial statements at sutterhealth.org. Other documents are also located at this website including the annual report, mission statement, history, and links to affiliate websites. The governing documents are not available to the public at this time.”

“Mills-peninsula hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter bay hospitals.”

“Mills-peninsula hospital foundation serves the community by encouraging financial support from individuals, foundations, and corporations who believe in quality health care. The foundation board of trustees and the mills-peninsula board of directors are made up of community leaders who serve without compensation. Our first and foremost concern is to provide the best possible care for the people of the community who support us.”

“Mills-Peninsula Hospital Foundation serves the community by encouraging financial support from the community and corporations to enhance the quality of healthcare in the region. The Foundation's primary method to do this is to raise funds in support of Mills-Peninsula Health Services, a related 501(C)(3) hospital. In 2016, community support made it possible for the Foundation to purchase the Avinger Ocelot device which allows physicians more visibility when drilling through blocked arteries in the leg. This technology provides two dimensional x-rays which help guide the procedure. Philanthropic contributions helped fund new ophthalmology equipment such as Zeiss cataract microscopes and the Centurian Vision system which offer improved procedural accuracy and will lead to decreased surgery time. Mills-Peninsula Hospital Foundation continues to fund improvements to the cardiovascular equipment including new ECG machines and upgrades with integration to the electronic health record for patient safety, new Cardiac MRI Software which will allow Mills-Peninsula Health Services to provide new services to our patients, and the upgrades for 3D imaging equipment as Mills-Peninsula Health Services begins its Trans Aortic Valve Replacement (TAVR) program. The Foundation supported the laboratory with funding for the Sunquest Collection Manager, a new collection process system. This system will significantly improve workflow efficiencies, ensure patient safety, and ultimately reduce the length of inpatient stay. The Womens Center received funding for new equipment such as state of the art ultrasounds which deliver high resolution images to identify suspicious tissue and provide fewer false positives. Additionally, philanthropic contributions funded new monitors for the already Foundation funded breast tomosynthesis equipment. Funding was also provided to support screenings for the underserved in our community as well as help our Senior Focus medical day program. Mills Peninsula Hospital Foundation continues to support Mills Peninsula Health Services with other new equipment in its new hospital which opened its doors in May 2011.”

“Mills-peninsula hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter bay hospitals. Form 990, part vi, line 2 trustees elizabeth r. Cody and james cody had a family relationship.”

“Other changes in net assets: annuity true-up temp $(147,671) change in split interest $ 669,932 total $ 522,261”