Sutter Health Sacramento Sierra Region

“THE AFFAIRS AND MANAGEMENT OF THE SUTTER VALLEY HOSPITALS (SVH) ARE SUPERVISED BY THE EXECUTIVE COMMITTEE WHICH HAS POWER TO TRANSACT ALL REGULAR BUSINESS OF SVH DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. The Executive Committee consists of SVH's Chair who shall serve as chair of the committee, the Chair of the Finance and Planning Committee, the Chief Operating Officer of the General Member (if this position is occupied) and two (2) additional Directors. If the position of the Chief Operating Officer of the General Member is not occupied, then the President and CEO of the General Member may appoint either a Designated Director or an Appointed Director as a member. AT LEAST ONE COMMITTEE MEMBER IS A PHYSICIAN DIRECTOR.”

“Significant Changes to Organizations Governing Documents. In 2021, Sutter Valley Hospitals made a significant change to their bylaws in order to reduce the number of Directors making up the organizations Board of Directors from between seventeen (17) and twenty five (25) Directors to between nine (9) and nineteen (19) Directors. The reduction in the number of Directors also served to reduce the number of independent voting 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 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. 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. 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 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 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.”

“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 salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. - james conforti - peter hull, md - sarah krevans common law employees: 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: mission - we enhance 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. Vision - sutter health leads the transformation of health care to achieve the highest levels of quality, access and affordability. Values - excellence and quality, caring and compassion, honesty and integrity, teamwork, community and affordability.”

“PROGRAM SERVICE ACCOMPLISHMENTS: Sutter Valley Hospitals serves Sacramento, Placer, Amador, El Dorado, Nevada, Yolo, Solano, Yuba, Sutter, Stanislaus, Merced, and San Joaquin counties with comprehensive health care. We strive to provide access to primary care physicians and specialty services in each of our communities and have a network of more than 1,718 physicians regionally and more than 3,995 physicians throughout the Sutter Health system. Sutter Valley Hospitals provided more than $1,031 million in charity care and community benefits and had a total of 445,120 patient days in 2021. Sutter Valley Hospitals is comprised of the following hospitals: Sutter Auburn Faith Hospital is licensed for 64 acute beds, and is accredited by the Joint Commission on the Accreditation of Healthcare Organizations. It is Medicare certified and accepts most private insurance plans. Sutter Auburn Faith Hospital's mission is to serve the healthcare needs of Auburn and the surrounding foothill communities. Through partnerships with physicians, payors, other health and human services agencies and with our employees and volunteer leadership, Sutter Auburn Faith Hospital seeks to provide a continuum of health and wellness services to assure a high quality of life for the people living in our service area. Sutter Amador Hospital is a 52-bed acute care hospital located in Jackson, California approximately 55 miles southeast of Sacramento in Amador County. The hospital was established in the mid-1800's and became affiliated with Sutter Health in 1993. Sutter Amador Hospital's mission is to enhance the health and well-being of the residents in the communities served by providing coordinated, effective, affordable and accessible health and wellness services. Sutter Amador Hospital continuously strives to identify the health care needs of these communities and respond by providing health and wellness services consistent with the stated values and vision of the hospital. Sutter Davis Hospital is a two-story 90,000 square foot acute care hospital licensed for 48 beds that serves the health care needs of residents living in Davis, Dixon, Woodland and Winters. The facility is located in the western-most section of the City of Davis at the corner of Highway 113 and Covell Boulevard. Sutter Davis is accredited by the Joint Commission on the Accreditation of Healthcare Organizations. It is Medicare certified and accepts most private insurance plans. As a not-for-profit hospital, Sutter Davis also donates many community services. Sutter Medical Center of Sacramento medical campus include two acute care hospitals - Anderson Lucchetti Women's and Children's Center and Ose Adams Medical Pavilion, along with two buildings dedicated to doctors' offices and other care found in an outpatient setting. By locating all primary and specialty care services in a central location with convenient freeway access, patients and families now gain faster and easier access to needed medical services. The 242-bed Anderson Lucchetti Women's and Children's Center is a 10-story acute-care hospital where patients and their families can obtain the highest level of neonatal and pediatric intensive care services, pediatric cardiac, neurosurgery and cancer services, and high-risk and conventional maternity services. It replaces Sutter Memorial Hospital as "Sacramento's baby hospitalis home to the Sutter Children's Center, Sacramento, a comprehensive children's hospital inside the Women's and Children's Center. Among the features of the Women's and Children's Center: - All private rooms, including those for new moms and our pediatric patients. The rooms have furniture that converts into beds for families to stay overnight with their loved ones. - A life-saving helistop atop the building adjacent to the Capital City Freeway will allow for the quick and safe transport of preemies and other sick babies as well as other patients. - Mothers who have given birth being treated to spacious suites wit”

“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 419 acute care beds and is a Sutter Health Affiliate. Memorial Hospital Los Banos (MHLB) is a private, not-for-profit community hospital incorporated under California law to provide health care services within finite resources, to citizens of Los Banos and the surrounding geographical areas. We provide high quality compassionate care and exercise prudent fiscal responsibility. MHLB opened in 1967 and is part of the Sutter Central Valley Region. The organization affiliated with Sutter Health in 1996 and is accredited by the Joint Commission on Accreditation of Healthcare Organizations. Memorial Hospital Los Banos is currently licensed for 38 acute beds. Sutter Tracy Community Hospital (STCH), since 1948, continues to be the only full-service, 77 acute care beds 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. Sutter Valley Hospitals' services include: - 24-Hour Emergency Treatment - Acute Rehabilitation - Anesthesiology - Bariatric Surgery - Cancer Care - Cardiac Catheterization Laboratory - Cardiac Rehabilitation - Cardiopulmonary Services - Cardiovascular Services - Community Benefit - Congestive Heart Failure Program - Continence - Critical Care - Dentistry - Dermatology - Diabetes Education & Treatment - Diagnostic Imaging - Dialysis - Digital Mammography - Education Respiratory Therapy - Endoscopy - Family Birth Center - Gastroenterology - Heart and Vascular Institute - Home Health and Hospice Care - Infusion Therapy - Intensive Care - Internal Medicine - IV Therapy - Laboratory - Lactation Assistance Program - Level II Trauma Center - Major Trauma Patient Receiving Center - Medical Library Access - Modern Family Birthing Center - Neo Natal Intensive Care - Nephrology - Neurology - Nuclear Medicine - Nutritional Support Services - Obstetrics and Perinatal Care - Occupational Medicine - Oncology - Ophthalmology - Oral Surgery - Orthopedics - Otolaryngology - Outpatient Surgery - Pain Medicine - Palliative Care - Pastoral Care - Pathology - Patient and Community Education - Pediatrics - Pharmacy - Plastic Surgery - Podiatry - Primary Care/Family Practice - Pulmonary Rehabilitation - Radiation Oncology - Radiology - Rehabilitation / Physical Therapy - Rehabilitation Services - Respiratory Care - Respiratory Therapy - Senior Services - Sleep Disorders Center - Social Services - Specialty Care - Speech Therapy - Spiritual Services - Surgical Services - Sutter Rehabilitation Institute - Telemetry - Transfusion Medicine - Trauma Neuro Intensive Care Unit - Urology - VNA (Home Health and IV Therapy) - Women's Imaging Center - Wound Care Sutter Institute for Medical Research (SIMR): Sutter Valley Hospitals of Sacramento service area is committed to providing the best possible healthcare to its patients, and the Sutter Institute for Medical Research supports this commitment by providing research support and education programs. SIMR has a history of over five decades of commitment to medical research. SIMR has gained recognition for its investigative studies in the areas of heart, cancer, orthopedics, respiratory, neurology, GI/GU and many other areas of medicine. SIMR's primary objective is to help health professionals conduct”

“Other changes in net assets or fund balances: k-1 activity $ 110,338 partnership loss on books $ 364,701 healthcare related jv income $ (347,777) equity transfers (net) $(105,562,127) ---------------- total: $(105,434,865)”