Sutter Valley Medical Foundation

“The affairs and management of sutter valley medical foundation (svmf) are supervised by the executive committee which has power to transact all regular business of svmf during the period between meetings of the board of directors. The executive committee consists of at least five board members including svmf's chair who shall serve as chair of the committee, the chair of the finance and planning committee, an additional director and the president of svmf. At least one committee member is a physician director. Form 990, part vi, line 4 significant changes to governing documents sutter gould medical foundation (sgmf) merged into sutter valley medical foundation. Exhibit a was updated to also include the sgmf locations.”

“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 approval and the nature of their 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 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 sutters executive programs and consistency with the organizations 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). This analysis includes national comparisons for organizations similar in size, scope and complexity as sutter health. This method is most appropriate since it is a national marketplace in which sutter competes for executive talent. Officers and key employees of this organization undergo an annual review by the compensation committee or a delegated sub-committee. Approval is recorded in the minutes. Executive compensation review was last completed in december 2016. Form 990, part vii, section a the following board members of the organization are full-time employees (40 hours per week) of sutter health and their sutter health salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. - sarah krevans - james conforti”

“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. Form 990, part iii, line 2 significant program services not listed on prior year form 990 sutter valley medical foundation (svmf) extended its service area as a result of the sutter gould medical foundation merger on 3/1/2016. Svmf is now also a 100% owner of twin cities surgical hospital, llc.”

“Sutter Valley Medical Foundation (SVMF) is a community based, not-for-profit medical organization serving Central and Northern California communities and supporting the Sutter Health affiliated hospitals. SVMF has care centers located in Amador, Merced, Placer, Sacramento, San Joaquin, Solano, Stanislaus, Sutter, Yolo and Yuba Counties. 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 Valley Medical Foundation is aligned with physician and mid-level providers of Gould Medical Group, Sutter Medical Group and Sutter North Medical Group. We offer a full range of primary care and specialty care medical services, including ambulatory surgery, urgent care clinics and state of the art imaging, lab and cardiology technology. In addition we operate Rural Health Clinics in Amador and Yuba Counties and the Maino Community Health Library in Stanislaus County. In 2015 Sutter Medical Foundation changed its name to Sutter Valley Medical Foundation and in 2016 Sutter Gould Medical Foundation merged into Sutter Valley Medical Foundation. The foundation provides more than $50 million in charity care and community benefits and provided patient services in excess of five and a half (5.5) million patient visits. The foundation also provides community support through donations and participation in various not-for profit community programs including but not limited to the following: - American Cancer Society - American Heart Association - Fitquest program supporting student wellness throughout schools in Sutter, Yuba, Sacramento and Placer Counties - Girls on The Run - Health Careers Academy program for high school students - Kiwanis - Look Good Feel Better program supporting women receiving cancer treatment - March of Dimes - National Diabetes Society - Rotary - Salvation Army - Soroptimist - Sponsor of support groups for disease related education including but not limited to diabetes, childbirth education, autism and Parkinsons - Tats Off, tattoo removal program - United Way”

“Availability of governing documents, conflict of interest policy, & 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.”

“Other changes in fund balance: gain/(loss) on health care investments $ 9,903,524 healthcare related jv income (10,268,167) guaranteed payment jv income (588,319) transfer from sgmf 3,710,956 transfer from twin cities (221,522) equity transfers (net) 56,061,810 donated assets (13,699) other changes in fund balance 422,513 ------------- total $ 59,007,096 =============”