Palo Alto Medical Foundation

“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 affiliated entity; (b) amendment or restatement of the articles of incorporation or the bylaws of the corporation or any affiliated entity; (c) adoption of operating budgets of the corporation or any affiliated 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 affiliated entity; (e) aggregate operating or capital expenditures that either exceed previously approved operating or capital budgets, or are unbudgeted, if the amount in excess or the unbudgeted expenditure is higher than the signature authority of the president and ceo of the general member; (f) long-term or material agreements of the corporation or any affiliated entity 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 the signature authority of the president and ceo of the general member; (g) appointment of an independent auditor by the corporation or any affiliated entity; (h) the hiring of independent counsel by the corporation or any affiliated entity, unless at least two-thirds (2/3) of the board in office on the day of a vote determine that a material conflict of interest exists between the corporation and the general member and, therefore, the board must engage independent counsel to assist in exercising the boards fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the general member shall not claim that any communication between such independent counsel and any person acting on behalf of the corporation, even if that person is also an employee, officer or agent of the general member, constitutes a waiver of the attorney-client privilege or work-product protection; (i) the creation or acquisition of any subsidiary or affiliate as that term is defined in california corporations code section 150; (j) contracting with any third party for all or substantially all of the management of the assets or operations of the corporation or any affiliated entity; (k) approval of business plans to develop major programs and clinical services of the corporation or any affiliated entity. Major new programs and clinical services shall include, but not be limited to: (i) any new programs or services that require approval and/or additional licensure from any regulatory agency, or (ii) any other programs or services the general member deems major; (l) approval of strategic plans of the corporation or any affiliated entity; (m) adoption of quality improvement policies not in conformity with policies established by the general member; (n) any self-dealing transaction between a director of the corporation and the corporation or a subsidiary of the corporation; or (o) rehiring, contracting with, or otherwise compensating a sutter health executive, or any officer or member of management of the corporation or any affiliated entity after their employment has ended.”

“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 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 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. 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: the following board members of the organization are full-time employees (40 hours per week) of sutter health and their sutter health salary is reported herein. This individual receives no compensation for their service as a board member of this organization. - jeff gerard - sarah krevans edward eisler and katherine hsiao's compensation was for services provided as an independent contractor and not for services provided as a board member of sbmf.”

“Mission statement: we enhance the well-being of the people in our communities through compassion, excellence and innovation in health care service, research and education. Form 990, part iii, line 2 merger information august 1, 2017: sutter east bay medical foundation and sutter west bay medical foundation, related 501(c)(3) organizations, merged into sbmf.”

“Program service accomplishments: sutter bay medical foundation (sbmf) is a not-for-profit health care organization that is a pioneer in both multispecialty group practice of medicine and outpatient medicine. Serving communities throughout northern california, sutter health is a regional leader in cardiac care as well as care of women and children, and is a pioneer in advanced patient safety technology. In 1993, palo alto medical foundation (pamf) affiliated with sutter health, a family of not-for-profit hospitals and physician organizations that share resources and expertise to advance health care quality. In 2009, pamf, mills-peninsula health services (mphs), sutter maternity and surgery center and menlo park surgical hospital came together to form sutter healths peninsula coastal region. In 2016, sutter began the process of merging bay area medical foundations to form sbmf. In august 2017, sutter west bay medical foundation (swbmf) and sutter east bay medical foundation (sebmf) merged into sbmf. In 2008, the physicians of the former camino medical group, palo alto medical clinic and santa cruz medical clinic merged into a single physician group called the palo alto foundation medical group (pafmg) to contract with sbmf to provide physician services and in 2010, a new multispecialty physician group, peninsula medical clinic (pmc), was formed. In 2017 pmc merged into pafmg, creating a single physician group. In addition, in 2017 as part of the merger of swbmf and sebmf into sbmf, east bay physicians medical group (ebpmg), sutter medical group of the redwoods, inc, physician foundation medical associates, inc. And marin headlands medical group, inc. Contract with sbmf to provide physician services. In 2017, sbmfs 1,502 affiliated physicians and 6,456 employees served 907,462 patients through 4,210,899 patient visits, outpatient surgeries, and urgent care visits. Sbmf's mission is to enhance the well-being of the people in our communities through compassion, excellence and innovation in health care services, research and education. Sbmf has three divisions: 1. Health care 2. Education 3. Research health care division sbmf's health care division consists of five service areas: 1. Peninsula area, serving san mateo, santa clara counties 2. South bay area, serving santa clara county 3. Santa cruz area , serving santa cruz county 4. East bay area, serving alameda and contra costa counties 5. Sonoma and san francisco area, serving sonoma, marin and san francisco counties these service areas offer more than 45 medical specialties, a full range of medical services, and state-of-the-art technology. This technology includes the most advanced diagnostic imaging and treatment devices, an electronic health record system, three licensed acute-care facilities, and one accredited home health agency. Sbmf's advanced capabilities and emphasis on outpatient care allow physicians and staff to minimize hospitalization of patients, reducing the overall cost of medical care significantly while maintaining the highest quality of care for patients. As part of its commitment to serving its community, sbmf provides care to medically indigent patients and those enrolled in medicare, medi-cal, and other government programs whose reimbursements fall short of covering the cost of providing care. There are a total of 198 clinics across sbmfs service areas to further its commitment to serving its community, 21 within peninsula, 24 within south bay, 18 within santa cruz, 17 within east bay and 105 within sonoma and san francisco. Recent achievements - californias office of the patient advocate (opa) awards their top rating (4 stars) to pamf-pafmg for quality and patient experience in all 4 counties that we serve. We are the only non-kaiser provider group in our geography to earn top 4-star ranking for consecutive years. - palo alto foundation medical group received a top 5-star rating for its overall 2016 care of medicare advantage (ma) patients, as publicly rep”

“Community benefit in 2017, sbmf provided over $53.8 million in services for the poor and underserved and nearly $15.2 million in community benefits for the broader community. In addition, each year pamf physicians and staff donate hundreds of hours to community service. Sbmf's community benefit efforts include myriad programs and benefits for the broader community, including but not limited to: - monetary donations and in-kind support to local community groups and organizations - health education classes, lectures and presentation to the community - on-site clinical education programs and preceptorships for medical students, medical residents, medical fellows, nursing students, laboratory technologists, radiology technologists, pharmacy students - community organization board memberships - school-based health and wellness programs - childhood nutrition programs in local schools - health education presentations in local organizations with at-risk populations, ethnically diverse populations, age-focused health and wellness - disease specific programs for requesting community organizations and on-site programs which are free and open to all community members - senior fairs - teen mental health outreach and collaborations - disease specific support groups - community health resource centers available to patients and community members for assistance with health and wellness resources, disease specific resources and community resources - free mammography project with ravenswood family health center (providing hundreds of free mammographies and breast health counseling to low income women) - free high school sports physicals in santa cruz county - physicians staffing peninsula healthcare connection in palo alto - support of the healthy kids programs in santa clara counties - monetary support to community clinics in alameda, santa clara and san mateo counties for access to care initiatives palo alto medical foundation serves the community by encouraging financial support from the community and corporations to enhance the quality of healthcare in the region. In 2017, donors contributed more than $31 million to fund cutting-edge research and implement programs that fall outside of our annual operations budget. In an innovative program, grants and disbursements, clinicians and staff present ideas to be funded through unrestricted philanthropy gifts. In 2017, philanthropy released $1.2 million for 9 projects including vision screening technology for all pamf pediatric clinics, an opioid assessment service, and a video interpretation program improving access to patients speaking american sign language and 30 other languages. Donor support also funds other capital requests, various scholarships, endowments and community programs which enhance the level of care throughout the communities we serve. Philanthropy enables trailblazing research, provides access to cutting-edge technologies and engenders a startup environment within a nationally acclaimed healthcare network. A $20 million endowment was created to establish the michael and judith gaulke innovation hatchery endowment fund to accelerate the pace of testing new healthcare pilots and $1 million gift was earmarked to fund student scholarships for those pursuing careers in healthcare. Since 2013, eight aspiring medical students have received $200,000 in tuition assistance and mentorship through the pamf scholars program. Other areas of impact from philanthropy donations included: - the purchase of 2 uronav fusion biopsy systems in 2017 (for palo alto and santa cruz). Prostate cancer is the second most common cancer for men in the u.s. And the third deadliest. Uronav combines the mri and ultrasound technologies for biopsies, enabling earlier, more accurate diagnoses. - for cancer care, pamf provided 1,793 ultrasound screenings and 25 biopsies using the new breast ultrasound. The upgrade to dbt enabled santa cruz to perform an additional 1,700 screenings in 2017. - in geriatric and palliat”

“Equity transfers (net) $ (322,739,691) k-1 activity $ (4,254,398) partnership income on books $ 4,180,642 annuity true-up $ (214,408) change in split interest $ (22,928) transfer from sebmf - merger $ 69,995,837 transfer from swbmf - merger $ 109,311,534 ------------------ total $ (143,743,412) ===================”

“Description:medical group compensation total fees:xxx-xx-xxxx”

“Description:therapist/other medical total fees:7412089”

“Description:professional fee - physician total fees:1527957”

“Description:nurse registry fees total fees:1448759”

“Description:non-physician medical total fees:37029”

“Description:contracted- aides total fees:1391”