Sutter West Bay Hospitals

“The affairs and management of sutter west bay medical foundation (swbmf) are supervised by the executive committee which has power to transact all regular business of swbmf during the period between meetings of the board of directors. The executive committee consists of swbmf's chair who serves as chair of the committee, the vice chair, the chair of the finance and planning committee, the president of swbmf and up to nine additional directors. At least one committee member is a physician director. Form 990, part vi, lines 6 & 7a 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 of 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.”

“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 of 2014.”

“Avail of gov docs, conflict of interest policy, & fin stmt to gen 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.”

“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: general description sutter west bay hospitals (swbh) was formed january 1, 2010. It consists of four hospitals: california pacific medical center, novato community hospital, sutter santa rosa regional hospital, and lakeside hospital. There were a total of 219,078 patient days for 2014. 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 is comprised of the four 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. Finally, the st. Luke's campus formed in 1870's has been providing quality health services to all san franciscans for over 140 years. Together the davies, california, pacific and st. Luke's campuses comprise cpmc's 1,154 licensed beds. Novato community hospital (novato) has served the northern marin and southern sonoma communities since 1961. In 1985, the hospital became an affiliate of sutter. The novato facility is located at 180 rowland way and is a 47-bed acute care hospital noted for its orthopedic surgery program. Sutter santa rosa regional hospital (ssrrh) has a long history in sonoma county dating back to 1866 when the first hospital opened. In 1996, ssrrh became an affiliate of sutter health. A new state-of-the art medical facility opened with a new name in october 2014 with a full range of five-star personalized care services. The hospital was relocated to 30 mark west springs road, santa rosa, ca. Sutter lakeside hospital (lakeside) is a 25-bed critical access hospital and is one of only two hospitals that serve the 64,000 residents of lake county. In 1992, the hospital affiliated with sutter health. Lakeside provides a wide variety of services, including acute, post-acute and outpatient hospital care; surgical services; preventive care; and health education. Swbh cared for nearly 645 adult & pediatric inpatients a day; its seven emergency rooms attracted 385 visits a day; and almost 70 surgeries per day were performed in its facilities. See additional detail below on patient activity by location. Swbh 2014 patient activity total er visits 139,854 acute discharges (incl. Psych, rehab) 37,894 snf/alzheimer/sub acute discharges 1,570 total discharges 39,464 deliveries 7,871 transplants 290 swbh clinical programs include: - asthma education program - breast feeding centers - breast health centers - california pacific medical center research institute - cancer recovery programs - coming home hospice - community benefits programs (detailed below) - community health resource center - comprehensive stroke center - diabetes education program - end-stage organ failure/transplantation programs (heart, kidney, liver, pancreas) - forbes norris mda/alds center - hand clinic - hospitalist program - institute for health and healing - irene swindells alzheimer's residential care center - lion's eye clinic - low vision rehabilitation center - muscular dystrophy association neuromuscular clinic - pacific vision foundation - palliative care program - pediatric specialty services - rehabilitation services (acute and outpatient) - sibling center - smith kettlewell eye research institute (they are independent of cpmc.) - sub-acute care program - telemedicine service (stroke) - visiting nurses and hospice of san francisco - whitney newb”

“Exempt purpose achievements continued: community benefits the four medical centers in sutter west bay hospitals (swbh) 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 hospitals' community benefit representatives 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 sutter west bay regional management sets overall goals for community benefits, each of the affiliates medical center administrators are responsible for identifying how local needs are to be addressed. In fiscal year 2014, sutter west bay hospitals provided a regional total of $138.9 million in cost of services and benefits for the poor and underserved: $14.3 million in traditional charity care, $105.8 million in the unpaid costs of medicaid, $200k in costs for other means-tested programs, and $18.6 million in other benefits for the poor and underserved. In addition, sutter west bay hospitals provided an additional $52.1 million in benefits to the broader community, for a total of $191 million in quantifiable community benefit. In addition, the following are highlights by hospital of quantifiable community benefits. California pacific medical center (cpmc) in 2014, cpmc provided $125.5 million in cost of services and benefits for the poor and underserved and $37.8 million in benefits to the broader community, for a total of $163.3 million in quantifiable community benefits. Cpmc sustains robust medical, nursing, and allied health professions residency programs as well as a research institute that provides significant community benefit. Cpmc is a member of the san francisco charity care partnership and san francisco health improvement partnership (sfhip) consortiums led by the san francisco department of public health. These consortiums consist of representatives from all of the city's hospitals and other healthcare-related non-profit stakeholders. Consortium members conduct a tri-annual community needs assessment, as required by the state and federal governments, and coordinate efforts to address the city's health disparities in specific at-risk neighborhoods or vulnerable populations. The 2013-2014 community needs assessment identified three community health priorities; these priorities guide cpmc's community benefits strategy: 1. Increase access to high-quality health care and services - cpmc manages or funds many programs focused on improving access to care, including the following: - st. Luke's health care center (adult, pediatric, and women's clinics) - kalmanovitz child development center (comprehensive developmental assessment and treatment programs for infants, preschoolers, school-age children, and families) - bayview child health center (primary care for low-income children) - african american and sister to sister breast health programs, and st. Luke's breast health partnerships (cancer screening and prevention) - coming home hospice (24-hour care for terminally ill clients and their families regardless of ability to pay) - joint venture health (developmental services for children at the clinics where they receive primary care, such as north east medical services) - managed medi-cal partnership with north east medical services (provide and take risk for inpatient and select outpatient services for almost 18,000 medi-cal and healthy kids members) - healthy san francisco (provide free hospitalization and select specialty care to hsf participants who are enrolled in north east medical services or brown & toland as their medical home) - lions eye clinic (outpatient complex eye services for low-income individuals) - operation access (free diagnostic”

“Exempt purpose achievements continued: sutter lakeside hospital (lakeside) in 2014, lakeside provided a total of over $7 million in quantifiable community benefits and cash to the broader community. The population served includes a high percentage of families whose low income affects their access to healthcare. Sutter lakeside's community benefits strategy includes preventive care, clinical education, and subsidizing health services. Lakeside preventive care includes the sponsoring and funding of programs that provide free or low-cost preventive care screenings and tests, such as mammograms and seasonal flu vaccinations. Lakeside's role in clinical education is to provide opportunities for students from multiple clinical programs to apply their learning under the guidance and supervision of lakeside's staff. Finally, lakeside subsidizes the operating costs of health services that are crucial to the health and wellbeing of the community, including; emergency department, rural health clinic, mobile health clinic, and birth center. Cpmc research institute fostering close collaborations among scientists within the sutter health system and at partnering institutions, the cpmc research institute (cpmcri) is a unique center for translational research. Our investigators take a cross-disciplinary approach to discovery research in common human illnesses-transforming laboratory findings into new diagnostics, personalized therapies, and successful clinical studies. Over 80 clinical investigators at cpmc and across the sutter west bay area lead innovative research into common, chronic illnesses that impact millions of americans. Our investigators merge research institute interest with the needs of our medical centers, making research an integral foundation for improved patient care. Research is conducted in both basic science and the clinical setting, including molecular biologists, immunologists, pharmacologists, biochemists, physicists, epidemiologists, behavioral scientists, biostatisticians, and computer scientists work within the research institute and the medical center. Innovative biomedical research is conducted in such diverse areas as aging, arthritis, epilepsy, diabetes, neurobiology of pain, cardiovascular disease, osteoporosis, organ transplantation, mechanisms of drug addiction, neurodegenerative diseases (e.g. Amyotrophic lateral sclerosis), cancer, aids, hepatitis and other infectious diseases. Some of these scientists are engaged in research that will help us understand the function of certain human cells, genes, proteins and other fundamental structures within our bodies. Large multi-center studies in women's health, aging, cognitive function, cardiovascular disease, breast cancer prevention, osteoporosis, and arthritis initiated at cpmcri in partnership with the san francisco coordinating center have significantly advanced research into common, chronic illnesses. Our studies on longevity have accumulated the largest, richest datasets about aging in the u.s. Large-cohort studies in osteoporosis and breast cancer have yielded some of the most powerful datasets in the u.s. To help improve the treatment of these illnesses. Over 200 clinical trials, sponsored by pharmaceutical, biotechnology and the national cancer institute, are currently conducted at the medical center through the cpmcri office of clinical research. Our scientists received more than $18 million in research funding in 2014. One of our key priorities lies in training the next generation of clinicians- scientists. Cpmcri offers resources for residents and fellows at cpmc who are motivated to gain research experience and training, including opportunities to design and conduct their own research projects with cpmcri clinical and basic science research faculty. Our basic science discovery labs also offer post-doctoral fellowship training, and can provide a mentored research experience for volunteers who wish to pursue a career in basic science. Health education a”

“Other changes in fund balance: equity transfers (net) 232,335,401 partnership income booked on return 12,670,060 k-1 ordinary income (12,934,435) k-1 interest income (15,057) k-1 ordinary dividends (351,678) k-1 short term capital gain 10,019,010 k-1 long term capital gain (29,041,984) k-1 section 1231 gain (22,229) k-1 rental income (130,769) k-1 1250 gain 2 k-1 royalty income (13,397) k-1 other income (19,384) prior period adj (236,840) other adj to beg balance 36,712 ------------ 212,295,412 ============”