Sutter Community Health

“Description of classes of persons, decisions requiring approval and 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 management and/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.”

“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 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.”

“Process for determining compensation: 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 organizations 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. Executive compensation review was last completed in december 2016.”

“Availability of governing documents, conflict of interest policy, and financial statements to general 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.”

“The following board member of the organization is a full-time employee (40 hours per week) of sutter health and their sutter health salary is reported herein. This individual receives no compensation for their service as a board member of this organization. - stephen o'brien”

“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 assessments to identify health and education needs for mother, fetus, and the maternal support systems.”

“Program service accomplishments: east bay perinatal center (ebpc), dba alta bates summit perinatal center (abspc), provides prenatal and immediate post-partum care to high-risk, low-income, underserved women in the san francisco/oakland and east bay area. Services include medical evaluation and a needs assessment to develop an individualized plan of care appropriate for the maternal condition or diagnosis. A plan is developed according to comprehensive perinatal services program (cpsp) in consultation with providers - including perinatologists, obstetricians, nurse practitioners and nurse midwives, perinatal health educators, social workers, and registered dieticians holding a certified diabetes education certificate (cde). The perinatal center also adheres to california diabetes and pregnancy program (cdapp) sweet success guidelines. Ebpc specializes in caring for women with high risk pregnancies with complications such as asthma, diabetes, high blood pressure, heart disease, and sickle cell disease. Perinatologists also provide care to the perinatal population that suffers from obstetrical problems such as recurrent pregnancy loss, preterm labor, and fetal abnormalities. Ebpc provides referrals, counseling, and support for patients dealing with psychosocial ailments, substance abuse issues, psychiatric diagnoses, domestic violence issues, teen pregnancy, and homelessness. During 2016, the center served a total of 918 patients for an estimated total of 8,199 visits. Form 990, part vi, questions 6 & 7a description of classes of persons and the nature of their rights: this corporation is an affiliate of sutter health, a california nonprofit public benefit corporation. Sutter health east bay hospitals is the sole member with the right to elect at least a majority of the members of the board of directors.”

“Other changes in net assets: equity transfers (net) $1,714,199”

“Description:professional fees, physicians total fees:644386”

“Description:professional fees, med dir total fees:39000”