Better Health East Bay Foundation

“Sutter east 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 east bay hospitals, 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, reorganization, or dissolution of the corporation or any subsidiary or affiliate entity; b. Amendment or restatement of the articles of incorporation or the bylaws of the corporation or any subsidiary or affiliate entity; c. Adoption of operating budgets of the corporation or any subsidiary or affiliate entity, including consolidated or combined budgets of the corporation and all subsidiary organizations of the corporation; d. Adoption of capital budgets of the corporation or any subsidiary or affiliate entity; e. Aggregate operating or capital expenditures on an annual basis that exceed approved operating or capital budgets by a specified dollar amount to be determined from time to time by the general member; f. Long-term or material agreements including, but not limited to, borrowings, equity financings, capitalized leases and installment contracts; and purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance of any asset, real or personal, with a fair market value in excess of a dollar amount to be determined from time to time by the directors of the general member, which shall not be less than 10% of the total annual capital budget of the corporation; g. Appointment of an independent auditor and hiring of independent counsel except in conflict situations between the general member and the corporation or any subsidiary or affiliate entity; h. The creation or acquisition of any subsidiary or affiliate entity; i. Contracting with an unrelated third party for all or substantially all of the management of the assets or operations of the corporation or any subsidiary or affiliate entity; j. Approval of major new programs and clinical services of the corporation or any subsidiary or affiliate entity. The general member shall from time to time define the term "major" in this context; k. Approval of strategic plans of the corporation or any subsidiary or affiliate entity; l. Adoption of quality assurance policies not in conformity with policies established by the general member; m. Any transaction between the corporation, a subsidiary or affiliate and a director of the corporation or an affiliate of such director. In addition, the general member shall have the authority (by a vote of not less than two-thirds (2/3) of its board), to declare a major activity requiring approval.”

“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.”

“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.”

“Better health east bay foundation does not have employees but shares the costs of personnel, service, facilities and expenses with its parents: sutter health and sutter east bay hospitals.”

“Through philanthropy we ensure that sutter east bay hospitals achieves its mission of enhancing the health and well-being of the communities it serves. As a catalyst for healthcare excellence, we make a difference.”

“In 2016, Better Health East Bay contributed over $2.5 million in support from our community for programs and equipment that improve healthcare for our diverse patient population in the East Bay. Over $695,000 was provided for new equipment including $353,915 for an Endoscopic Ultrasound, $79,754 for Infant Ventilators in our NICU, $118,640 for surgical equipment and gurneys in our Surgery Department, $62,000 for an NxStage System, $24,525 for Rapid Infusers, and another $56,500 for other capital equipment needs around our campuses. Staying current with medical equipment advances and replacing obsolete equipment assures that our physicians can provide, and our community can receive, the best care possible. The foundation continues to contribute to our many successful health programs including nearly $169,000 to the Telecare Program which provides a free daily call to the homebound, elderly, isolated, frail, or at-risk patients; over $149,000 to our Diabetes Resource Program which has reduced repeat Emergency Room visits; over $126,000 to our Oncology programs which covered a wide range of services from early breast cancer detection, to education & support groups, patient navigation, and lung cancer screenings. We continued to support our Research Development and Dissemination team with over $1.2 million of donations as they continue to research, problem solve, and implement technological advances to better serve our underserved communities and to mitigate the ever-growing problem of Emergency Room super-utilizers. The foundation provided additional support of $110,000 to other programmatic needs such as Hospice care, Charity care, Every Child Counts, and the "Every 15 Minutes" program which continues to bring awareness to our communitys teenage drivers about the dangers of drinking and driving. Other education and outreach contributions include $47,530 to psychiatric research & education scholarships and over $17,000 in staff education assistance. An additional $200,000 was contributed to additional programs and equipment in varying smaller amounts.”

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

“Other changes in net assets: equity transfers $5,205,392 annuity true-ups ($1,091,616) change in split-interest $ 174,684 ----------- total $4,288,460”