Sutter Community Health

“East bay perinatal center does not have employees but shares the costs of personnel, services, facilities and expenses with sutter east bay hospitals and sutter health. Form 990, part vi, questions 6 & 7a description of 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.”

“Descr classes of persons, decisions requiring appr & 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 or dissolution of this corporation or of any operating corporation; (b) amendment or restatement of the articles of incorporation or the bylaws of this corporation; (c) approval of aggregate operating and capital budgets of this corporation or of any operating corporation; (d) aggregate borrowing by this corporation or by any operating corporation for periods of one (1) year or less for any purpose in excess of dollar amounts to be established by the member from time to time; and aggregate borrowing by this corporation or by any operating corporation for periods of more than one (1) year for any purpose in excess of dollar amounts to be established 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 sale; (e) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, and encumbrance of any asset, real or personal, of this corporation or of any operating corporation, not previously included in the capital budgets, with a value in excess of dollar amounts to be established by the member from time to time; (f) approval of organizational strategic plans of this corporation and of any operating corporation; (g) appointment of the independent auditor of this corporation and of any operating corporation; (h) approval of transactions of this corporation in which a trustee or officer of this corporation has a material financial interest; (i) approval of any transactions or policies which may materially affect the member or which the member determines are major transactions or major policies. In addition, sutter east bay hospitals shall have authority to initiate policy for this corporation where such policy involves either (a) coordination of the activities of this corporation with any other corporation of which sutter east bay hospitals is also the corporate member or (b) any policy or action of sutter health necessary for the regional system to effectively fulfill its purposes.”

“Describe the process used by mgmt &/or governing body to review form 990: sutter health, a related tax-exempt organization, 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.”

“Description of 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, key employees and highest compensated 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 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.”

“Process for determining compensation: the compensation committee of the sutter health board of directors retains ultimate discretionary authority over all elements of compensation to ensure 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) and (c) 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 comparisons and adjustments are made. Officers and key employees of this organization who are sutter health employees undergo a review and compensation committee approval, and such approval is recorded in the minutes. The compensation review process was last completed in december of 2014.”

“Avail of gov docs, conflict of interest policy, & fin stmts to gen public: 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.”

“Mission statement: it is the mission of east bay perinatal center (ebpc) to provide full scope prenatal, postpartum and family planning care to low-income, underserved women and teens in the east bay area. Our prenatal services include the management of both low- and high-risk pregnancies, and assessment to identify health and education needs for mother, fetus, and the maternal support systems.”

“Program service accomplishments: east bay perinatal center (ebpc) provides full scope prenatal, postpartum and family planning care to low-income, underserved women and teens in the east bay area. Our prenatal services include the management of both low- and high-risk pregnancies. The clinic provides pre-conceptual, prenatal, postpartum and basic gyn care and counseling, assesses and identifies health and education needs for mother, fetus, and the maternal support system (partner and family), and identifies high-risk prenatal conditions and initiates plan of care as appropriate to condition or diagnosis. Additional services provided to meet specialized patient needs include comprehensive perinatal services program (cpsp), perinatal health education staff, health education and diabetes management through california dapp program and sweet success guidelines. Ebpc specializes in caring for women with high-risk pregnancies including medical complications such as asthma, diabetes, high blood pressure, heart disease, and sickle cell disease. Care is also provided to the perinatal population with obstetrical problems such as recurrent pregnancy loss, preterm labor, and fetal abnormalities. Ebpc provides referral, counseling, and support for patients with health education needs, social problems, substance abuse issues, psychiatric diagnoses, domestic violence issues, teen pregnancy and homelessness. During 2014, the clinic served a total of 1,153 patients for an estimated total of 7,865 visits.”

“Professional fees - physicians $458,111 professional fees - medical director $ 36,000 nurse registry fees $ 75,657 ---------- total $569,768”

“Other changes in net assets: equity transfers (net) $1,745,000”