Sutter Central Valley Hospitals

“The affairs and management of sutter central valley hospitals (scvh) are supervised by the executive committee which has the power to transact all regular business of scvh during the period between meetings of the board or directors. The executive committee consists of the scvh's chair who serves as chair of the committee, the vice chair, the chair of the finance and planning committee, an additional director and the president of scvh. At least one committee member is a physician director. Form 990, part vi, line 4 significant changes made to the organization's governing documents: board composition changes former: the board of directors shall consist of between 11 and 20 directors. Revised: the board of directors shall consist of between 17 and 25 directors. Former: at least three physicians shall be members of the board. Revised: between 3 and 8 physicians shall be members of the board. Former: a majority of the members of the board shall be broadly representative of the areas served by the corporation. Revised: between 11 and 14 individuals from the community shall be nominated by the board of the corporation and appointed by the general member. These individuals should together reflect a breadth of diversity and be chosen for their willingness and ability to effectively contribute to and support the objectives of the corporation and the general member. Former: no appointed director may serve for more than nine (9) consecutive years. Revised: no appointed director may serve for more than ten (10) consecutive years. Board powers and responsibilities change deleted: to recommend individuals for appointment by the general member to the board.”

“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. Form 990, part vi, line 7b describe classes of persons, decisions requiring approval & the 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. Requiring approval.”

“Describe the process used by management &/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. A copy of the form 990 has been provided to all members of the governing body before filing the form.”

“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 employees 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 2015.”

“Availability of governing documents, conflict of interest policy, & financial statements to the general 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: sutter central valley hospitals provide high-quality, compassionate care to each patient, while exercising prudent fiscal responsibility. Sutter central valley hospitals is a not-for-profit organization that exists to maintain and improve the health status of the communities of greater stanislaus county, san joaquin and merced county. We extend selected services to other communities whenever this will meet a critical need and when it will enhance the productivity of local resources. We pursue our mission by providing and promoting effective health care services and by fostering an integrated system of care in partnership with physicians, other health care providers and payers. We provide access to a full continuum of care, built upon a core of sophisticated hospital-based services.”

“Exempt purpose achievements: sutter central valley hospitals the total amount for modesto memorial hospital (mmc), memorial hospital los banos (mhlb) and sutter tracy community hospital (stch) for community benefit services was $102,276,852 for 2015. These expenditures represent actual direct and indirect non-reimbursed costs of goods and services. Breaking it down, total financial assistance and means-test include $4,481,520 of financial assistance at cost, $89,002,539 for medicaid and $430,743 for other means-tested government programs for a total financial assistance and means-test of $93,914,801. Total other benefits were $8,362,051, which includes $1,399,531 for community health improvement services, a total of $240,078 for community benefit operations and community building activities, $742,341 for health professions education, $3,814,881 for subsidized health services, $459,391 for research, and $1,705,829 for cash and in-kind contributions for community benefit. Memorial medical center general description: memorial medical center is an acute care facility located in modesto, california, 90 miles south of sacramento in stanislaus county. Centrally located to serve our immediate county and outlying areas, memorial was established in 1970. Memorial medical center is currently licensed for 423 acute care beds and is a sutter health affiliate. Services available at memorial medical center include: - in-patient and out-patient surgery - telemetry - obstetrics and perinatal care - laboratory - pediatrics - pulmonary rehabilitation - oncology - modern family birthing center - congestive heart failure program - medical library access - cancer center and cancer/tumor registry - nutritional support services - iv therapy - pastoral care - cardiac catheterization laboratory - patient and community - cardiac rehabilitation - education respiratory therapy - critical care - diagnostic imaging - 24-hour emergency treatment - radiation oncology - major trauma patient receiving center - diabetes treatment program - bariatric surgery - lactation assistance program - social services the expenditures for research, education and training totaled $2,282,118. Memorial provides support to the community by assisting non-profit agencies with cash and in-kind donations. In 2015, memorial medical center provided $704,978 in cash and in-kind donations and $3,522,640 in subsidized health services. Community building and benefit activities and operations totaled $97,753. Summary of community benefit contributions for the broader community: $6,607,489. A sampling of 2015 community benefit programs: combating obesity memorial has joined with stanislaus county office of education "after school" program to support healthy nutrition and to learn activities to combat and ultimately decrease the incidence of childhood obesity. Adult obesity is on the rise as well. The support group for weight loss surgery is open to all patients regardless of where surgery was performed. Heart disease prevention and treatment programs memorial provides the only cardiac rehab program in the county. A long standing heart coalition of stanislaus county member, memorial is one of our countys resources for heart education and preventing heart disease. Along with partner sutter gould medical group, we provide twice a year, free to the community education heat (heart education and training) seminars to the public. With periodic health screening, which is open to the community, we are able to direct at-risk patients to appropriate resources. We also support the mended heart support group. Improving cancer awareness as cancer is the second leading cause of death in our community, memorial is committed to informing and advising the people of stanislaus county to better understand signs, symptoms, treatment and prevention of cancer. Memorial also offers complimentary therapies to cancer patients, family and the community at large. We provide prevention programs and encourage early scre”

“Sutter tracy community hospital general description: since 1948, sutter tracy community hospital (stch) continues to be the only full-service, acute care hospital within a 15-mile radius geographically. Located in tracy, california, stch staff has the opportunity to deliver culturally competent care to the diverse population within its service area. As a state-of-the-art facility, it features the latest medical technology and diagnostic equipment and offers a comprehensive array of inpatient and outpatient services on par with many larger, urban hospitals. Additionally, sutter tracy is committed to bringing the best and brightest physicians and the latest advances in medicine to the community. It is affiliated with many remarkable, local physicians who are at the forefront of their field. Services and medical departments: - cardiovascular services - community benefit - continence - diagnostic imaging - dialysis - emergency services - family birth center - laboratory services - outpatient lactation program - pain medicine - pharmacy - rehabilitation/physical therapy - respiratory care - social services - specialty care - spiritual services - surgical services - wound ostomy care sutter tracy community hospital community benefit and economic value for 2015 the hospital is focused on delivering a variety of community benefit programs that are impactful to bring about community health improvement and that provide essential services to the poor and underserved. The programs and services in 2015 are part of the hospitals implementation plan to address community health needs as prioritized in the san joaquin countys community health needs assessment. The bulk of community benefit expenditures for 2015 were in the form of grants to community based organizations. $948,040 was reinvested into the community via cash and in-kind donations to help expand health access, improve community health education, and support community initiatives that focus on aiding the poor, vulnerable and underserved in the hospitals service area. To implement and deliver effective community benefit services, $101,903 was invested in community benefit operations. Subsidized health services totaled, $292,241 and community health improvement services amounted to $196,504. In 2015, stch provided $854,247 in community benefit contributions to directly impact the underserved. Below is a list of all the hospitals community benefit programs and services for 2015, excluding medi-cal shortfalls and charity care which are addressed above. Community health improvement services community health education: - breastfeeding education class lactation consultants increase awareness of the benefits to breastfeeding babies, and offer support for success. Open to the broader community. - car seat safety low income patients needing assistance with a car seat for their infant, are provided with one for free and are educated on the proper installation, usage and safety guidelines. - community health fair various, free health screenings, education and referrals to local community resources provided. Additionally, those with abnormal findings from the event who are without insurance receive a follow-up call to ensure that they are connected to resources to help them. - lactation program - free outpatient consultations and ongoing support as needed for new moms to be successful in breastfeeding. Open to community. - stroke club meetings ongoing support for stroke survivors, their family members and caregivers. Community based clinical services: - flu clinic free flu shots for anyone meeting the age criteria for the vaccine. Open to the public, but targeted marketing to encourage vulnerable, under-served populations to attend. Health care support services: - cancer support services a registered nurse trained in cancer support provides complimentary, ongoing case management services to patients for as long as services are needed. Services include resource and referral help in addition to e”

“Other changes in fund balance: k-1 rental income (121,867) partnership income 134,549 equity transfers (net) (52,173,842) other change in fund balance 397,917 -------------- total $(51,763,243)”