Sutter West Bay Hospitals

“2024 Bylaw Amendments: Previous: The officers of the Corporation shall be a Chair, a Chair of the Finance and Planning Committee, a President of the Corporation, a Chief Financial Officer of the Corporation, a Corporate Secretary and any Assistant Secretary(ies). New: The officers of the Corporation shall be a Chair, a President of the Corporation, a Chief Financial Officer of the Corporation, a Corporate Secretary and any Assistant Secretary(ies). The bylaws of Sutter Bay Hospitals have been amended to update the composition of officer positions on the board. The chair of the finance and planning committee position has been eliminated and its responsibilities absorbed by the board.”

“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.”

“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.”

“Process used by management &/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.”

“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 legal and risk services department 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 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 independent 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. 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, ADJUSTED TO THE CALIFORNIA MARKET. 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. THE 2024 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN APRIL 2024.”

“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.”

“The following board members of the organization are full-time employees (40 hours per week) of sutter health or sutter bay hospitals and their sutter health salaries are reported herein. These individuals receive no compensation for their service as board members of this organization: - mark sevco - todd smith, md - jill kacher cobb, md 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, a separate legal entity. It is the intention of sutter health and the filing organization to make information accessible and transparent, reporting those sutter health employees who have officer and key employee responsibilities to the filing organization.”

“MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments.”

“Sutter Bay Hospitals (SBH) is a group of medical facilities located in the Greater Bay Area and consists of California Pacific Medical Center, Eden Medical Center, Mills-Peninsula Medical Center, Novato Community Hospital, Sutter Lakeside Hospital, Sutter Santa Rosa Regional Hospital, Eden Medical Center, Alta Bates Summit Medical Center, and Sutter Delta Medical Center. Sutter Bay Hospitals had a total of 484,700 patient days in 2024. California Pacific Medical Center (CPMC) is one of the largest private, community based, not-for-profit, teaching medical centers in California. CPMC is a tertiary referral center providing access to leading edge medicine while delivering the best possible personalized care. It provides a wide variety of services, including acute, post-acute and outpatient hospital care; hospice services; preventive and complementary care; and health education. CPMC comprises four of the oldest hospitals in San Francisco. The Davies Campus, formerly Davies Medical Center, was founded in 1854 to help San Francisco's German-speaking immigrants find work, shelter, food, clothing and health care. The Pacific Campus was founded in 1857 and was the first medical school in the American West. The California Campus was founded in 1875 as the Pacific Dispensary for Women and Children, a hospital run by women, for women. In August 2018, CPMC completed the seismic build of the new Mission Bernal Campus to replace the former facility. The Mission Bernal Campus formerly St. Luke's Campus, was formed in the 1870's and had been providing quality health services to all San Franciscans for over 140 years. In March of 2019, CPMC completed the Van Ness Campus which has replaced inpatient acute care services for both the California Campus and Pacific Campus. Together the Van Ness, Mission Bernal, Davies, and Pacific campuses comprise CPMC's 603 licensed beds. Our award-winning hospital has been recognized by the following organizations: Institute for Healthcare Improvement & American Hospital Association | In 2024 designated as Age-Friendly Health System - Committed to Care Human Rights Campaign | Van Ness campus: 100/100 Score on the Healthcare Quality Index and LGBTQ+ Healthcare Equality Leader Blue Cross Blue Shield Association | Van Ness campus: Blue Plus Distinction Center in cardiac care and spine surgery Blue Cross Blue Shield Association | Mission Bernal campus: Blue Distinction Center in knee and hip replacement Optum Health Networks | Van Ness campus: Adult Transplant Centers of Excellence Network for heart, kidney, liver, and pancreas. Cigna LifeSOURCE | Van Ness Cigna LifeSOURCE Transplant Network at the Designated level for adult heart, kidney, liver and pancreas transplant. California Department of Public Health (CDPH) | Gold status on the CDPH Antimicrobial Stewardship Program honor roll The Centers for Medicare & Medicaid Services (CMS) | Mission Bernal campus: Five stars in the CMS Overall Hospital Quality Star Ratings The Centers for Medicare & Medicaid Services (CMS) | Van Ness campus: Four stars in the CMS Overall Hospital Quality Star Ratings. Davies campus: Three stars in the CMS Overall Hospital Quality Star Ratings and Five stars for skilled nursing facility. U.S. News & World Report | Van Ness campus: High performing in congestive heart failure, colon cancer surgery, leukemia, lymphoma and myeloma treatment, heart attack, stroke care, diabetes, gynecological cancer, hip fracture, kidney failure, and pneumonia. Ranked #32 in the state, ranked #4 in the San Francisco metro, ranked #46 in the nation for gastroenterology and GI surgery specialty, and ranked best hospitals for maternity care. U.S. News & World Report | Davies campus: High performing in stroke care U.S. News & World Report | Mission Bernal campus: High performing in knee and hip replacement, hip fracture, pneumonia, and orthopedics HealthGrades | Van Ness campus: was ranked among America's 250 Best Hospitals for clinical quality, America's Best-in”

“The Centers for Medicare and Medicaid Services (CMS) | Four Stars, the highest ranking possible, in the CMS Overall Hospital Quality Star Ratings. U.S. News & World Report Best Hospitals | Eden Medical Center in Castro Valley, CA is rated high performing in 4 adult procedures and conditions. It is a general medical and surgical facility. Mills-Peninsula Medical Center (MPMC) was founded by prominent Californian, Elizabeth Mills Reid, in 1908 with just six beds. To meet the growing needs of the community, Mills-Peninsula opened a new 241-bed hospital in 2011. Located in Burlingame, the 450,000 square foot general acute care hospital features 24-hour emergency care, all private patient rooms, and family sleeping accommodations in all medical/surgical, obstetric, intensive care, and neonatal intensive care rooms. Additionally, MPMC's 327,000 sq. ft. San Mateo campus, Mills Health Center, includes 60 inpatient acute psychiatric beds and a wide range of outpatient services including ambulatory surgery, mental health, cancer center, breast center, diagnostic imaging, and therapy services. Our award-winning hospital has been recognized by the following organizations: Healthgrades Triple Crown - Recognized as the only "Triple Crown" award recipient in California for two years in a row (2023, 2024). The Triple Crown includes the Outstanding Patient Experience Award, Patient Safety Excellence Award, and America's 50 Best Hospitals Award. MPMC was also recognized by Healthgrades for specialty clinical quality awards in Surgical Care, Critical Care, Gastrointestinal Care, Stoke Care, Cranial Neurosurgery, and Neurosciences. Five Star Quality Rating from CMS - The highest ranking possible from the Centers for Medicare and Medicaid Services (CMS) The Leapfrog Group for Patient Safety - Achieved an "A" Safety Grade Rating American Diabetes Association and The Leapfrog Group - 1 of 33 hospitals in the nation to receive the Recognized Leader in Caring for People Living with Diabetes Award for a second year in a row (received in 2024 and 2025, based on prior year performance) American College of Surgeons National Surgical Quality Improvement Program - Meritorious status for exemplary outcomes for surgical care in all surgical cases and high-risk cases American Heart Association, American Stroke Association Get With The Guidelines - Stroke Gold Plus Quality Achievement Award with Stroke Elite Honor Roll and Type 2 Diabetes Honor Roll The Joint Commission: Certified Thrombectomy-Capable Stroke Center American College of Emergency Physicians (ACEP): Geriatric Emergency Department Accreditation U.S. News & World Report - Recognized as one of the Best Regional Hospitals in the San Francisco Metro area in 9 types of care: including stroke, maternity care, colon cancer surgery, heart failure, heart attack, hip replacement, hip fracture, pneumonia, and leukemia, lymphoma & myeloma Newsweek - Recognized as one of the World's Best Hospitals - United States Women's Choice Award - Recognized as one of the "Best Hospitals" in Patient Safety, Obstetrics, Heart Care, Minimally Invasive Surgery, Orthopedics, Stroke Care, Women's Services, Mammogram, and Patient Experience Baby Friendly USA - Baby Friendly Hospital designation Sutter Maternity and Surgery Center of Santa Cruz opened in 1996 and offers state-of-the-art maternity and medical/surgical services, combining patient-centered care and family convenience with the safety and security of a licensed and accredited acute care hospital. With 28 licensed beds, doctors and midwives staff our maternity services. The facility has six operating rooms, three procedure suites, 12 birthing suites and 16 medical/surgical patient suites. The hospital is fully accredited by The Joint Commission. Sutter Maternity & Surgery Center has earned recognitions that include: Human Rights Campaign Leader in LGBTQ Healthcare Equality Leapfrog: Top Hospital WHO & UNICEF: Baby-Friendly Hospital designation The Joint Commission: Adv”

“California Maternal Quality Care Collaborative (CMQCC) Quality & Sustainability award from CMQCC for excellence in maternity care. This award recognizes Sutter Lakeside Hospital's engagement in quality improvement projects to improve maternal health outcomes. Society of Hospital Medicine Sutter Lakeside Hospital has received National recognition for glycemic control and optimized care for patients facing glycemic control-related issues. Human Rights Campaign Sutter Lakeside Hospital was recognized on the 2024 Healthcare Equality Index as an LGBTQ+ Healthcare Equality Leader. This two-year designation recognizes healthcare providers who uphold policies and practices dedicated to the equitable treatment and inclusion of LGBTQ+ patients, visitors and employees. Sutter Lakeside Hospital has been recognized for the sixth time in this Healthcare Equality Index. Joint Commission Stroke Center Sutter Lakeside Hospital has been certified as an Acute Stroke Ready Hospital. This certification recognizes excellence in Stroke Care, provides an advanced framework to improve patient outcomes and strengthens community confidence in quality of care. Level IV Trauma Center Sutter Lakeside Hospital serves as a level IV Trauma Center providing advanced trauma life support before transferring patients to a higher level of care. The Centers for Medicare and Medicaid Services (CMS) Sutter Lakeside Hospital earned Five Stars, the highest ranking possible, in the CMS Overall Hospital Quality Star Ratings. Sutter Lakeside Hospital is the only Critical Access Hospital in California to receive this award. Blue Cross Blue Shield Association Sutter Lakeside Hospital has been recognized as a Blue Distinction Center for Maternity Care and is recognized for providing high-quality maternity services. These centers meet rigorous standards in areas such as prenatal care, labor and delivery, postpartum care, and neonatal care. They prioritize safety, patient outcomes, and family-centered care. California Department of Public Health (CDPH) Earned Silver status on the CDPH Antimicrobial Stewardship Program Honor Roll for third year. This designation recognizes top performing hospitals committed to preventing the emergence of antimicrobial resistant infections. Cal Hospital Compare Recognized on the Maternity Care Honor Roll for reducing C-sections in first-time mothers with low-risk pregnancies. Becker's Hospital Review recognizing the best hospitals for staff responsiveness, based on data from the Centers for Medicare & Medicaid Services (CMS). Five Star score in response to the questions: "How quickly did you receive help after pressing the call button?"How quickly did you receive help after asking to use the restroom or a bedpan?" Healthgrades Sutter Lakeside Hospital was awarded Five Stars for heart failure, sepsis and respiratory failure, placing it among the top 15 percent of hospitals nationwide for these services. Alta Bates Summit Medical Center (ABSMC) is located on three campuses in Oakland and Berkeley. It is licensed for 672 acute care beds and 64 psych beds. ABSMC operates Medical Center Magnetic Imaging, a freestanding imaging center, and Alta Bates Perinatal Center. Specialty hospital services include the following: acute rehabilitation, bariatrics, behavioral health, cardiovascular surgery, comprehensive community cancer center, East Bay Advanced Care, Level III NICU. U.S. News & World Report - Alta Bates Summit was ranked one of the best Hospitals in the San Francisco Bay Area region. Alta Bates Summit received "high performer" recognition in Leukemia, Lymphoma & Myeloma, Colon Cancer Surgery, Hip Replacement, Heart Attack, Heart Failure, Gastroenterology and Stroke Care. American College of Surgeons | Meritorious Award for quality of surgical care, National Surgical Quality Improvement Program (ACS NSQIP for ninth time in 14 years). For 11 consecutive years, Alta Bates Summit has earned the American Heart Association/American Stroke Association's”

“Neonatal Transport Muscular Dystrophy Association Neuromuscular Clinic Pacific Vision Foundation Palliative Care Program Physical and Occupational Therapy Educational Program Psychiatric Evaluation Reimbursement to On-Call Physician Rehabilitation Services (Acute and Outpatient) Rehab Caregivers Support Group Residency Training and Fellowship Programs Sibling Center Smith Kettlewell Eye Research Institute (They are independent of CPMC.) Special Care Nursery-Subsidized Service Special Connections Program Stroke Support Group Program Sub-Acute Care Program Support after Neonatal Death (SAND) Telemedicine Service (Stroke) Tele-Care Program The Parent Share Support Program Visiting Nurses and Hospice of San Francisco Ventricular Assist Device (VAD) program Whitney Newborn ICU Follow-Up Clinic Women's Health Programs Women's Health Resource Center Clinical service offerings include: AIDS & HIV Services Arthritis Bariatric Surgery Services Cancer Services Cardiovascular Services Chronic Disease Services Clinical Laboratory Complementary Medicine Comprehensive Stroke Services Critical Care Services Diabetes Services (Adult & Pediatric) Diagnostic Services/Laboratories Dialysis Services Emergency Services Epilepsy Gastroenterology Disease Services Home Health & Hospice Interventional Endoscopy Services Kalmonovitz Child Development Centers Medical Transport Services Microsurgery and Limb Salvage Services Neonatal Intensive Care Neurology Neuro-oncology Surgery Nuclear Medicine Nutrition and Weight Management Obstetrics & Gynecology Occupational Health Older Adult Services Oncology Services Ophthalmology Organ Transplantation Orthopedics Otolaryngology Outpatient Clinics & Services Pathology Pediatric Emergency Department Pediatric Specialty Services Perioperative Services (OR and Post-Anesthesia Recovery Unit) Pharmacy Physical Medicine & Rehabilitation Services Psychiatry Radiology & Diagnostic Imaging Rehabilitation Services Respiratory Care Surgical Services/Ambulatory Surgery Urgent Care Center Wound Care Women and Infant Services Women's Services Non-clinical services include: ABSMC Nursing Education Administrative Services Care Transitions Nurse Program and ED Navigator Program Chaplaincy Services Charity Care Program Community Health Resource Center Continuing Medical Education Health Ministry Program Health Science Libraries Interpreter Services Interim Care Program for Homeless MPI Patient Assistance Fund Patient Services Research Institute Surgical Training Center Volunteer Services Web Nursery California Pacific Medical Center Foundation Novato Community Hospital Development Office Samuel Merritt College Scholarships and Funding for Professional Education Sutter Lakeside Foundation Thunder Road Transportation Tuition Reimbursement Youth Bridge Career Development Program Community Benefit The medical facilities in Sutter Bay Hospitals (SBH) play integral roles in providing direct health care services as well as monetary grants or sponsorships to non-profit organizations to address the community health needs of vulnerable, underinsured, and uninsured populations in their communities. The community benefit representatives of SBH work collaboratively and in partnerships with a broad and diverse network of community-based non-profits, city and county agencies, physicians, and neighborhood groups to identify local needs, formulate community benefit plans, and take appropriate funding actions. While SBH management sets overall goals for community benefits, each of the facilities medical center administrators are responsible for identifying how local needs are to be addressed. In fiscal year 2024, Sutter Bay Hospitals provided a regional total of $560 million in cost of services and benefits for the poor and underserved: $5,607,267 Community Health Improvement Services, $52,651,726 in Health Professionals Education, $28,026,012 Subsidized Health Services, $8,125,541 in Research, $21,202,985 in Financial and In-Kind Contributions, a”

“Other Changes in Net Assets or Fund Balance: Equity Transfers (net) 36,817,576 K-1 Activity (34,170,762) Partnership Income on Books 32,230,499 Annuity True-Up (2,073,944) Change in Split Interest 230,034 Donated Long Live Assets 14,839,083 - - - - - - - - - - TOTAL 47,872,486 --------------------”