Sutter West Bay Hospitals

“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 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 board 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 (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 boards 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 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), (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 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 adjustments may be made. Officers and key employees of this organization undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. Executive compensation review was last completed in december 2017.”

“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 are not available to the public at this time.”

“Compensation of board members: katherine hsiao and edward eisler's compensations were for services provided as independent contractors and not for services provided as board members of sbh. 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”

“Mission statement: we enhance the 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.”

“Program service accomplishments: general description sutter bay hospitals (sbh) is a group of medical facilities located in the san francisco bay area and consists of california pacific medical center, eden medical center, mills health center, mills-peninsula medical center, novato community hospital, sutter lakeside hospital, and sutter santa rosa regional hospital. Eden medical center joined sbh on june 1, 2016, and mills-peninsula medical center joined sbh on august 1, 2016. Sutter bay hospitals had a total of 318,891 patient days in 2017. 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. Finally, the st. Luke's campus was formed in the 1870's and 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 1,059 licensed beds. Eden medical center (emc) is a state-of-the-art facility that replaced the old eden medical center in december 2012. Eden medical center brings together patient-centered care, technology and sophisticated design in a leed-certified sustainable and seismically-safe building. Eden medical center was merged into sutter bay hospitals on june 1, 2016. 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 health grades as one of america's 100 best hospitals, distinguished hospital award for clinical excellence, patient safety excellence award, women's 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. Eden medical center 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. From january 1, 2017 through december 31, 2017, eden medical center had 38,178 inpatient days. Mills-peninsula medical center (mpm”

“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 2017, sutter bay hospitals provided a regional total of $203 million in cost of services and benefits for the poor and underserved: $4,506,154 community health improvement services, $34,344,140 in health professionals education, $25,160,800 subsidized health services, $16,281,486 in research, $17,673,623 in financial and in-kind contributions, $93,309 in community building activities and $1,832,394 in community benefit operations, while providing $22,638,884 in financial assistance with means-tested programs of $3,978,698 and medicaid $76,859,747. Form 990, part vi, line 1a: the affairs and management of sutter bay hospitals (sbh) are supervised by the executive committee which has power to transact all regular business of sbh during the period between meetings of the board of directors. The executive committee consists of sbh's chair who serves as chair of the committee, the vice chair, the chair of the finance and planning committee, the president of sbh and up to nine additional directors. At least one committee member is a physician director. Form 990, part vi, lines 6 & 7a 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. Form 990, part vi, line 7b 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 t”

“Other changes in fund balance: equity transfers (net) $ 142,693,420 partnership income booked on return 15,820,656 k-1 activity (15,932,975) change in split interest 12,613 capital reimbursements (2,913,790) --------------- total $ 139,979,924 ===============”