Sutter Medical Center Castro Valley

“The affairs and management of sutter medical center castro valley (smccv) are supervised by the executive committee which has power to transact all regular business of smccv during the period between meetings of the board of directors. The executive committee consists of at least five (5) board members including the corporation's chair who serves as chair of the committee, the vice chair, the chair of the finance and planning committee, an additional director and the president of the corporation. At least one committee member is a physician director. Form 990, part vi, line 4 significant bylaw changes board composition changes former: the board of directors shall consist of between 5 and 20 directors. Revised: the board of directors shall consist of between 17 and 25 directors. Former: at least 3 physicians shall be members of the board. Revised: between 3 and 8 physicians shall be members of the board. Former: a majority of the members of the board shall be broadly representative of the areas served by the corporation. Revised: between 11 and 14 individuals from the community shall be nominated by the board of the corporation and appointed by the general member. These individuals should together reflect a breadth of diversity and be chosen for their willingness and ability to effectively contribute to and support the objectives of the corporation and the general member. Former: no appointed director may serve for more than nine (9) consecutive years. Revised: no appointed director may serve for more than ten (10) consecutive years.”

“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.”

“Description classes of persons, decisions requiring approval & 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.”

“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 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 2015.”

“Availability of governing documents, conflict of interest policy, & financial statements to the 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.”

“Significant changes to bylaws: changes to the board composition. Former: the board of directors shall consist of between 5 and 20 directors. Revised: the board of directors shall consist of between 17 and 25 directors. Former: at least 3 physicians shall be members of the board. Revised: between 3 and 8 physicians shall be members of the board. Former: a majority of the members of the board shall be broadly representative of the areas served by the corporation. Revised: between 11 and 14 individuals from the community shall be nominated by the board of the corporation and appointed by the general member. These individuals should together reflect a breadth of diversity and be chosen for their willingness and ability to effectively contribute to and support the objectives of the corporation and the general member. Former: no appointed director may serve for more than nine (9) consecutive years. Revised: no appointed director may serve for more than ten (10) consecutive years.”

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

“Exempt purpose achievements: sutter medical center, castro valley is a state-of-the-art facility that replaced the old eden medical center in december 2012. Sutter medical center, castro valley brings together patient-centered care, technology and sophisticated design in a leed-certified sustainable and seismically-safe building. The facility has 130 private patient rooms, with an additional 34-bed universal care unit and is home to the sutter east bay neuroscience institute, a primary stroke center, the regional level ii trauma center for southern alameda county, and a wide range of centers of excellence including cancer care, advanced imaging services, rehabilitation and complete surgical and acute-care services. Our award-winning hospital was recently named a top performer in key quality measures by the joint commission, a diagnostic imaging center of excellence by the american college of radiology, received hospital safety score a rating by the leapfrog group, received the gold award for organ donor registration efforts by the us department of health & human services, and "get with the guidelines stroke" gold, gold plus elite, elite plus target awards by the american stroke association. Eden was recognized as a top 20 hospital in bay area for patient satisfaction by the us department of health and a high performing hospital by the us news & world report. Eden also was recognized by healthgrades as one of americas 100 best hospitals, distinguished hospital award for clinical excellence, patient safety excellence award, womens health excellence award, stroke care excellence award, critical care excellence award, neuroscience excellence award and pulmonary care excellence award. In addition, eden was recognized by the american diabetes association in the area of education for our diabetes self-management program. Sutter medical center castro valley is part of the sutter health network of care, a family of doctors, not-for-profit hospitals and other health care service providers that join resources and share expertise to advance health care quality and access for patients in more than 100 northern california cities and towns. Sutter medical center castro valley served 38,663 patient days in 2015.”

“Other changes in fund balance: equity transfers (net) (29,073,101) k-1 interest income (90) k-1 ordinary income 29,537 ----------- total (29,043,654) ===========”