Sutter West Bay Hospitals

“Significant changes to organizations governing documents: in 2021, sutter bay hospitals updated its bylaws to change the number of board of directors. The former bylaws noted between seventeen (17) to twenty-five (25) board members. The amended bylaws state there can be between nine (9) and nineteen (19) board members.”

“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 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.”

“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 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 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. The 2021 executive compensation approval was completed in february 2021.”

“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 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 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 well-being of people in the communities we serve through a not-for-profit commitment to compassion and excellence in health care services.”

“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 444,191 patient days in 2021. 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. 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 has been recognized by the following organizations: - The Centers for Medicare and Medicaid Services (CMS) | Eden Medical Center earned four stars out of five, higher than the National average of three stars, in the CMS Overall Hospital Quality Star Ratings. - Cal Hospital Compare | Maternity Care Honor Roll. - American Stroke Association | Get with the Guidelines for Stroke Care, Gold Plus, Target Stroke Elite Honor Roll. - American Heart Association | Get with the Guidelines for Heart Failure, Bronze - Human Rights Campaign | Leader in LGBT Healthcare Equality - Health Grades | Eden Medical Center was ranked among America's 50 Best Hospitals for overall Clinical Quality and among America's 100 Best Hospitals in Stroke and Critical Care. Eden Medical Center also earned Clinical Excellence Awards in Neurosciences, Stroke, Gastrointestinal and Critical Care. Eden Medical Center was named among the Top 5% of hospitals in the Nation for Stroke and Critical Care. - U.S. Department of Health and Human Services | Hospital Organ Donation Platinum Award - Blue Cross Blue Shield Association | Blue Distinction Center for Maternity Care and Knee and Hip Replacement - Sutter President's Award for Living the Sutter Values - Transition of Care Pharmacy - Donor Network Work Place Partnership for Life 2020 Platinum Award - Donor Network West Innovation Award for Organ Donation Eden Medical Ce”

“Sutter Lakeside Hospital (Lakeside) is a 25 bed critical access care Hospital and is one of only two hospitals that serve the 68,000 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 and specialty care through two rural health clinics. - Get with the Guidelines Gold Plus award for Heart Failure - CMQCC Maternity Honor Roll - National recognition for glycemic control from the Society of Hospital Medicine - Awarded LGBTQ+ Healthcare Equality Leader - Sutter Health Quality Award Winner - Stroke Center designation - Trauma Center designation - Four Star Rating from CMS - Patient survey ratings. Alta Bates Summit Medical Center (ABSMC) is located on three campuses in Oakland and Berkeley. It is licensed for 824 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. -U.S. News & World Report - Alta Bates Summit was ranked among the top 55 hospitals in California and recognized as one of the best hospitals in the San Francisco Bay Area region and #7 in the San Francisco metro area. Alta Bates Summit received "high performer" recognition in Heart Bypass Surgery; Congestive Heart Failure; and Chronic Obstructive Pulmonary Disease (COPD). -American College of Surgeons | Meritorious Award for quality of surgical care, National Surgical Quality Improvement Program (ACS NSQIP for eighth time in 11 years). Alta Bates Summit is one of only 89 hospitals out of 719 participating NSQIP hospitals in the nation to achieve meritorious outcomes for surgical patient care. -For nine consecutive years, Alta Bates Summit has earned the American Heart Association/American Stroke Association's (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. -Alta Bates Summit's Comprehensive Cancer Center Receives reaccreditation by the Quality Oncology Practice Initiative (QOPI) Certification Program. The QOPI Certification Program provides a three-year certification for outpatient hematology-oncology practices that meet the highest standards for quality cancer care. -Healthgrades America's 100 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. The Summit Campus also earned Clinical Excellence Awards in Cardiac Care, Cardiac Surgery, and Patient Safety. Both campuses earned Clinical Excellence Awards in Stroke, Critical, and Pulmonary Care, with the Alta Bates Campus also earning a Clinical Excellence Award in Neurosciences. -California Health and Human Services honors 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. -Baby-Friendly Hospital Designation: Alta Bate Summit has achieved the Baby-Friendly Designation from Baby-Friendly USA, the independent organization that evaluates hospitals on how well they adhere to the evidence-based practices recommended by the World Health Organization (WHO) and the United Nations International Children's Emergency Fund (UNICEF) for optimal newborn feeding support. -Blue Cross Blue Shield Association: The Summit Campus earned Blue Distinction Center designation for Bariatric Surgery, and Knee and Hip Replacement. The Alta Bates Campus earned Blue Distinction Center designation for Knee and Hip Replacement, Maternity Care and Spin”

“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 2021, Sutter Bay Hospitals provided a regional total of $497 million in cost of services and benefits for the poor and underserved: $6,216,839 Community Health Improvement Services, $44,622,890 in Health Professionals Education, $33,846,441 Subsidized Health Services, $5,209,819 in Research, $17,653,322 in Financial and In-Kind Contributions, $42,204 in Community Building Activities and $2,203,511 in Community Benefit Operations, while providing $42,671,987 in Financial Assistance with Means-Tested Programs of $18,787,088 and Medicaid $325,875,686.”

“OTHER CHANGES IN NET ASSETS OR FUND BALANCE: EQUITY TRANSFERS (NET) $ 244,368,547 K-1 ACTIVITY (27,744,975) Partnership Income on Books 27,519,162 ANNUITY TRUE-UP (2,199,870) CHANGE IN SPLIT INTEREST 288,659 DONATED LONG LIVE ASSETS 270,000 Stock and Other Items 13,618 --------------- TOTAL $242,515,141 ===============”