Sutter Valley Medical Foundation

“The affairs and management of sutter medical foundation (smf) are supervised by the executive committee which has power to transact all regular business of smf during the period between meetings of the board of directors. The executive committee consists of at least five board members including smf's chair who shall serve as chair of the committee, the vice chair, the chair of the finance and planning committee, an additional director and the president of smf. At least one committee member is a physician director.”

“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 is the sole member 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 health 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.”

“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. A copy of the form 990 has been provided to all members of the governing body before filing the form.”

“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 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 leaders 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 2014.”

“Mission statement: we enhance the health and well-being of people in the communities we serve, through a not-for-profit commitment to compassion and excellence in health care services.”

“Exempt purpose achievements: sutter medical foundation (smf) is a community based, not-for-profit medical organization serving northern california communities and supporting the following charitable organizations: sutter medical center of sacramento, sutter auburn faith hospital, sutter davis hospital, sutter roseville medical center, sutter solano hospital and sutter amador hospital. With care centers located in sacramento, yolo, sutter, yuba, solano placer and amador counties we do our part to ensure the health and well being of our communities. Our mission is to enhance the health and well-being of people in the communities we serve through not for profit commitment to compassion and excellence in health care. We value excellence and quality, caring and compassion, honesty and integrity, teamwork and community. Sutter medical foundation is aligned with physician and mid-level providers of sutter medical group and sutter north medical group offering primary care and specialty care to our patients. Offering a full range of medical services, sutter medical foundation provides ambulatory surgery, urgent care clinics, home health, hospice and state of the art imaging and cardiology technology. In addition we operate a rural health clinic in the community of brownsville, yuba county. The foundation provided more than $37 million in charity care and community benefit programming. The foundation served 3,860,432 patients in 2014. Focus on childhood obesity and health education sutter medical foundation has partnered with yuba city unified school district to enhance the physical education programs for students k-5. The partnership includes dedicated teaching staff for physical education and family education programs to assist parents and guardians in making healthy choices for their families. Smf also provides physicals for the football players at marysville high school. In addition, smf runs the kidshape program, which evolved into the bestrong program in 2012. Bestrong is a program designed for the entire family and targets children who can benefit from eating more nutritiously, increasing physical activity and enhancing mental wellness. Class participants learn about adopting a healthier lifestyle through interactive games, physical activities, cooking demonstrations and discussions about food choices and behaviors. In 2013, smf announced its partnership with fit quest, which has expanded its nutrition and fitness program for youth in yuba city and marysville school districts. The merger of the bestrong program with fit quest continues to allow smf to bring one comprehensive children wellness program to the yuba-sutter community. Fit quest program has expanded to reach 36 schools in yuba and sutter counties in this 2014/2015 school year, with 108 school assemblies and an expanded curriculum focus on nutrition, physical activity and mental wellness at shady creek outdoor school. Over 2,400 local students have been immersed in the yearlong exposure to the fit quest curriculum, which are 1,300 more students than last year. Several hundred additional local students have participated in the fit quest assemblies at various schools that also include the younger students. The expanded curriculum and role modeling of the naturalists have favorably impacted the nearly 5000 students who have attended from all counties in our service area, in choosing to drink water, make better nutrition choices, to stay active and an improved sense of self. Support groups sutter medical foundation provides a variety of free support groups to our patients and the communities we serve. Patients can receive support for diabetes, childbirth education, autism and parkinson's. Look good, feel better the "look good feel better" is a nationwide program that is designed for women who are going through cancer treatment. The program shows survivors how to use make-up, scarves and wigs that will help them look more like their pre-treatment selves. Pink october, women'”

“Avail of gov docs, conflict of interest policy, & fin stmts 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.”

“Other changes in fund balance: gain/(loss) on health care investments $ 9,402,956 k-1 ordinary income (9,326,030) k-1 guaranteed payments (712,670) k-1 interest income (5,113) k-1 section 1231 47,041 equity transfers (net) 31,713,018 other changes in fund balance 14,822 total ------------- 31,134,024 =============”