Sutter Davis Hospital Foundation and Community Board

“Classes of Persons and the Nature of Their Rights: SUTTER VALLEY 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 BENENFIT 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 PROVISION OF THE BYLAWS.”

“CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER VALLEY 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 ORGANIZATION OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. Aggregate operating or capital expenditures that either exceed previously approved operating or capital budgets, or are unbudgeted, if the amount in excess or the unbudgeted expenditure is higher than the signature authority of the President of the General Member; F. Long-term or material agreements of the Corporation or any subsidiary or affiliate entity 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 the signature authority of the President of the General Member; G. Appointment of an independent auditor by the Corporation or any subsidiary or affiliate entity; H. The hiring of independent counsel by the Corporation or any subsidiary or affiliate entity, unless at least two-thirds (2/3) of the Board in office on the day of a vote determine that a material conflict of interest exists between the Corporation and the General Member and, therefore, the Board must engage independent counsel to assist in exercising the Board's fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the General Member shall not claim that any communication between such independent counsel and any person acting on behalf of the Corporation, even if that person is also an employee, officer or agent of the General Member, constitutes a waiver of the attorney-client privilege or work- product protection; I. The creation or acquisition of any subsidiary or affiliate entity. J. Contracting with any third party for all or substantially all of the management of the assets or operations of the Corporation or any subsidiary or affiliate entity; K. Approval of business plans to develop major programs and clinical services of the Corporation or any subsidiary or affiliate entity. L. Approval of strategic plans of the Corporation or any subsidiary or affiliate entity; M. Adoption of quality improvement policies not in conformity with policies established by the General Member; N. Any self-dealing transaction between a Trustee of the Corporation and the Corporation or a subsidiary of the Corporation; or O. Rehiring, contracting with, or otherwise compensating a Sutter Health Executive, or any officer or member of management of the Corporation, its General Member, or any subsidiary or affiliate entity after their employment has ended.”

“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, AND THE AFFILIATE 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. 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. 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. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. 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 review of peer equity data and applicable national market salary survey data regressed to entity operating revenue size 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 2019 executive compensation approval was completed in februrary 2019.”

“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 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). 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 underlying compensation structure in the san francisco bay area is higher than national data, temporary 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 2019 executive compensation approval was completed in february 2019.”

“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 and conflict of interest policy are not available to the public at this time.”

“Employee compensation: sutter davis hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter valley hospitals. Board members who received compensation were paid for other services provided to related entities. They received no compensation for their service as a board member of this organization. Individuals listed as officers and key employees of the organization that are paid fulltime by a related organization are common law employees of sutter health or sutter valley hospitals, separate legal entities. It is the intention of sutter health and the filing organization to make information accessible and transparent, reporting those sutter employees who have officer and key employee responsibilities to the filing organization.”

“Mission statement: our mission is to inspire people to make charitable gifts that change and save lives because generosity heals.”

“Program Service Accomplishments: Through philanthropy, Sutter Health is able to practice the most innovative, technologically-advanced medicine possible and meet the critical health care demands of our community. In 2019, Sutter Davis Hospital Foundation contributed $364K in philanthropic gifts to support programs, services and equipment that helps save lives and fulfill our not for profit mission. Over $129K was provided in support of the Family Birthing Center, including a new ultrasound, jaundice meter, wireless and telemetry patient monitors and comfortable seating for families. Approximately $105K was provided in support of the Infusion Center, including updated pumps and modules as well as comfortable, state-of-the-art seating for patients receiving infusion services. The Foundation also continued its support of the popular music therapy and pet therapy programs.”

“Employee supplemental information: sutter davis hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter valley hospitals.”

“Other Changes in Fund Balance: CHANGE IN SPLIT INTEREST: $5,640”