Sutter West Bay Hospitals

“Significant changes to bylaws: former: ex officio directors included the president of the corporation and chief operating officer of the general member and there would be one designated director. Revised: if there is a chief operating officer of the general member that person shall be an ex officio director and up to 2 individuals designated by the president and ceo of the general member shall be designated directors. If there is no one with the title chief operating officer then up to three invidivuals shall be designated directors. Form 990, part vi, line 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 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 orany 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. Form 990, part vi, line 12 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 office of the general counsel 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 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 sutters executive programs and consistency with the organizations 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 californias 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. The 2018 executive compensation approval was 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's compensation was for services provided as an independent contractor and not for services provided as a board member 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. - james conforti - sarah krevans - jeff gerard 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: 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. Form 990, part iii, line 2/part vi, line 4 merger information march 1, 2018: sutter east bay hospitals, a related 501(c)(3) organization, merged into sbh. Form 990, part iii, line 4a program service accomplishments: 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-peninsula medical center, novato community hospital, sutter lakeside hospital, sutter santa rosa regional hospital, and eden medical center. Alta bates summit medical center and sutter delta medical center joined sutter bay hospitals on march 1st 2018. Sutter bay hospitals had a total of 457,939 patient days in 2018. 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 franciscos 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. The st. Luke's campus was formed in the 1870s and had been providing quality health services to all san franciscans for over 140 years. St. Lukes campus closed august 2018. Lastly, the mission bernal campus was completed august 2018 and is now providing quality health services to all san franciscans. Together the davies, california, pacific, st. Lukes and mission bernal campuses comprise cpmcs 951 licensed beds. Eden medical center (emc)- eden medical center 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. 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 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 diab”

“Sutter lakeside hospital (lakeside) is a 30 bed critical access hospital and is one of only two hospitals that serve the 64,000 residents of lake county, california. Sutter lakeside provides a wide variety of services, including acute, post-acute and outpatient hospital care; surgical services; family birth services; preventive care; and primary care through our clinics and health education. Sutter lakeside hospital (lakeside) is a 30 bed critical access hospital and is one of only two hospitals that serve the 64,000 residents of lake county, california. Sutter lakeside provides a wide variety of services, including acute, post-acute and outpatient hospital care; surgical services; family birth services; preventive care; and primary care through our clinics and health education. Alta bates summit medical center (absmc) is located on three campuses in oakland and berkeley. It is licensed for 825 acute care beds and 68 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 aids clinic, level iii nicu. - five star rating from cms the highest ranking possible from the centers for medicare and medicaid services (cms). Only 7.87 percent of the 3,725 hospitals evaluated across the u.s. Received a five-star rating. - american college of surgeons | meritorious award for quality of surgical care, national surgical quality improvement program (6 years in a row) - for eight consecutive years, alta bates summit has earned the american heart association/american stroke associations (aha/asa) get with the guidelines gold plus quality achievement award. In addition, alta bates summit achieved the target stroke elite honor roll award for the quick treatment of stroke patients with the clot-breaking drug: tissue plasminogen activator, or tpa. - healthgrades america's 250 best hospitals. Alta bates summit is in the top 5% of hospitals in the nation for providing overall clinical excellence across a broad spectrum of conditions and procedures consistently for six or more consecutive years. - california health and human services honored alta bates summit as being among the lowest cesarean section (c-section) rates in the state and reducing c-sections for first-time moms with low-risk pregnancies. - alta bates summits acute rehabilitation program received a full three year carf accreditation for our comprehensive inpatient program, stroke specialty program, brain injury specialty program, spinal cord injury specialty program, and cancer rehabilitation specialty programs. - orthopedic excellence alta bates summits orthopedic program received a disease specific joint commission accreditation as a center of excellence for hip and knee replacement at both ashby and summit campuses. - alta bates summit is the first hospital in northern california to be designated a robotic hernia mentor/case observation site by intuitive surgical, manufacturer of da vinci. The company now sends physicians from around the country to alta bates summit to learn advanced techniques, as well as how to run a safe, efficient, profitable robotics program. - alta bates summit's comprehensive cancer center earned a three-year accreditation from the commission on cancer (coc) of the american college of surgeons. - u.s. News & world report recognized alta bates summit for four "high- performing" specialties: heart bypass surgery, heart failure, colon cancer surgery & orthopedics. - alta bates summit earned the society of thoracic surgeons (sts) prestigious 3 star rating. The 3 star rating represents the highest award for heart surgery practices participating in sts national specialty database. - national accreditation program for breast centers (napbc) | alta bates summits breast health program earned a three-year accreditation designation f”

“Clinical service offerings include: - aids & hiv services - alzheimer's (transitioned to community partner july 2018) - 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 2018, sutter bay hospitals provided a regional total of $291 million in cost of services and benefits for the poor and underserved: $5,922,712 community health improvement services, $34,092,429 in health professionals education, $35,332,187 subsidized health services, $6,479,411 in research, $17,527,533 in financial and in-kind contributions, $161,794 in community building activities and $1,883,669 in community benefit operations, while providing $47,132,675 in financial assistance with means-tested programs of $9,305,004 and medicaid $133,204,513.”

“Other changes in fund balance: equity transfers (net) $ (71,816,211) transfer from sebh due to merger 5,407,791 partnership income booked on return 24,376,596 k-1 activity (26,919,090) other changes in net assets 1,634,463 --------------- total $ (67,316,451) ===============”