Better Health East Bay Foundation

“Classes of Persons and the Nature of Their Rights: 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.”

“Classes of Persons, Decisions Requiring Approval & Type of Voting Rights: 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.”

“Process Used by Management &/or Governing Body to Review Form 990: 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.”

“Process to monitor transactions for conflicts of interest: 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, officers and key employees 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 board 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 (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the board's final discussion and vote.”

“Process for determining top management official compensation: 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 2017.”

“Process for determining other officers or key employee compensation: 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 california's 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 2017.”

“Availability of Governing Documents, COI Policy, & Financial Statements: 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.”

“Employee compensation: 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.”

“Mission statement: 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.”

“Program Service Accomplishments: In 2017, Better Health East Bay contributed over $7.6 million in support from our community for programs and equipment that improve healthcare for our diverse patient population in the San Francisco East Bay. Over $5.3 million was provided for new equipment including new neurosurgical technology called The Synaptive Brightmatter. This new, $1.3 million, state of the art equipment supports neurosurgeons in performing deep brain surgical procedures including tumor resections and hemorrhagic repairs. The equipment will improve patient outcomes, provide a reduction in complications, and offer reduced surgery times. Sutter Health is currently the only healthcare system to offer Synaptive Brightmatter advanced neurosurgical care in Northern California. The foundation also supported our surgery departments with $1.4 million in other new equipment including a Spine Surgery Microscope and Instruments, a C-MAC Laryngoscope, a Surgical O-Arm System, Duodenoscopes, Operating Room Beds, and a Surgical C-Arm, among other items. The Surgical O-Arm System is an intraoperative 2D/3D imaging system that can be used in a number of procedures including spine, cranial, and orthopedic trauma. Through generous contributions from our donors, the foundation was also able to provide $681,000 in new Imaging Equipment including numerous new Ultrasound units, an Ultrasound ICE Machine, Ultrasound Probes, a Portable X-Ray unit, and multiple bladder scanners. Our Cardiac Care Service Line received new Pacemakers, a new Bypass Machine, T-Stat 303 Monitors, a Balloon Pump, and a Hypo-Hyperthermia Machine which is used to correct body temperature in cases such as overexposure. It is also used to intentionally lower body temperature allowing vital organs such as the heart to survive with decreased blood supply, thus increasing the available time a cardiovascular surgeon has to operate. Better Health East Bay is proud to once again support our cancer service line with new Tomosynthesis Technology including a new Tomosynthesis machine which produces three dimensional pictures using a lower dose of radiation than older technology. Philanthropic support continues to be provided to many of our long-standing, successful health programs including $217,325 to the Diabetes Resource Program which has reduced repeat Emergency Room visits, $129,207 to our Youth Bridge Program which is designed to provide high school and college students with support and guidance to complete high school, pursue higher education, and ultimately obtain gainful employment, $304,563 to programs designed to reduce the length of stay for inpatients, $81,076 to Cancer Support programs which covered a wide range of services from early breast cancer detection to education & support groups, $49,848 to the Telecare Program which provides a free daily call to the homebound, elderly, isolated, frail, or at-risk patients, $100,000 to the Traumatic Brain Injury program, and over $500,000 to Research and Development 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.”

“Employee supplemental information: 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 Fund Balance: EQUITY TRANSFERS $3,094,005 ANNUITY TRUE-UPS ($2,454,100) CHANGE IN SPLIT-INTEREST $ 151,306 UNCOLLECTIBLE PLEDGE ($3,200,000) ----------- TOTAL ($2,408,789)”