Sutter East Bay Hospitals

“The affairs and management of sutter east bay hospitals (sebh) are supervised by the executive committee which has power to transact all regular business of sebh during the period between meetings of the board of directors. The executive committee consists of at least five board members including sebh'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 sebh. At least one committee member is a physician director. Form 990, part vi, lines 6 & 7a 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.”

“Descr classes of persons, decisions requiring appr & 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.”

“Describe the process used by mgmt &/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.”

“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 leaders 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 2014.”

“Avail of gov docs, conflict of interest policy, & fin stmts to gen 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: to enhance the health and well being of people in the communities we serve through compassion and excellence. Service excellence standard c.a.r.i.n.g. - customer/patients first - acknowledge and greet others - reach out to help and follow through - initiate contact and communicate - nurture others - give attention to detail”

“Exempt purpose achievements: sutter east bay hospitals continue to be committed partners with the communities we serve. In 2014, the east bay provided $154.1 million in community benefit, including more than $39 million in programs and services for the most vulnerable members of our community and $43 million in financial assistance to patients who could not otherwise afford care. Our programs range from access to care and chronic disease management initiatives to care development programs for the youth. Alta bates summit medical center during 2002, alta bates medical center merged with summit medical center (a related 501(c)(3) hospital), creating alta bates summit medical center (absmc). This organization consists of two non-profit hospitals providing acute care and emergency medical and surgical services to inpatients and outpatients of the san francisco bay area. Absmc has developed strengths in specialty areas such as high-risk obstetrics, neonatology, mental health, cancer treatment, rehabilitation and cardiology. Absmc is located on three campuses in oakland and berkeley. It is licensed for 851 acute care beds and 93 psych beds. It operates a freestanding imaging center, thunder road, an adolescent treatment center, and samuel merritt university, a fully-accredited and private health sciences institution with 1,300 students. In 2014, absmc had 32,000 discharges, 191,000 outpatient visits, 91,000 visits to its emergency departments; 6,500 babies were born at absmc. Specialty hospital services include the following: acute rehabilitation, bariatrics, behavioral health, cardiovascular surgery, comprehensive community cancer center, east bay aids clinic, level iii nicu. 1. Rehabilitation services - the disabled community health clinic: focuses on fostering independence within the disabled community. The program focuses on outpatient delivery of care, and service is provided regardless of the patient's ability to pay. This program also allows disabled persons to gain access to needed sub-specialties. - physical and occupational therapy educational program: provided to organizations such as churches, senior centers, multiple sclerosis, post-polio groups, and hall of health groups. Offers educational seminars yearly on the topics of back care, stair climbing, and ambulatory mobility. - stroke support group: for stroke survivors, family and friends. - arthritis support services: in conjunction with the arthritis foundation, rehab services offers free support and education programs to the community. Monthly meetings of this group feature experts on many topics of interest to people living with arthritis. - rehab caregivers support group: offered to family members and friends who have someone who has been through the acute rehabilitation program at the herrick campus. The program addresses the needs of caregivers assisting a person living with physical disabilities and needing support. 2. Respiratory services - adult asthma education: teaches patients to understand asthma medications and self-management. Monthly three hour educational programs for patients with asthma. - asthma management resource center: provides a systemized approach to asthma management for patients. Patients are provided appropriate education, medical appliances and medication free of charge. Patients are referred to local community clinics for any further clinical services. - asthma support group: provides free education and support to persons with asthma following participation in pulmonary rehabilitation. The groups meet monthly. 3. Older adult services various programs focus on ensuring that the basic needs of the older adult population are met, and that older adults who are poor have access to health care, with an emphasis on preventive care. Programs made available to older adults include health fairs, the alzheimer caregiver support group, and caregiver training programs. Other programs include: - tele-care program: free telephone program that provides d”

“Exempt purpose achievements continued: community benefit programs (55): - asthma education class (adult) - asthma management resource center - alta bates campus - asthma management resource center - summit campus - cash donations and sponsorships - ed utilize/care transitions rnct lifelong, ahs, la clinica - heart-2-heart collaboration - interim care program for homeless - lifelong partnership - lifelong at herrick-berkeley primary care access clinic - patient navigation program with la clinica - patient navigation program with lifelong - project respect with lifelong - lifelong west oakland panel management for hypertension - clinical lab tuition reimbursement - code c prescription program - community benefit plan preparation and implementation - comprehensive cancer center classes - comprehensive cancer center support groups - comprehensive cancer center workshops and presentations - diabetes center (37092) - diabetes center education and outreach and support groups - diabetes center in-kind contributions - diabetes resource project - disabled community health center - east bay aids center education and outreach - ethnic health institute - family resource centers - health access program - health science libraries - hospital quality assurance chft pledge - leased spaced used as community benefit - markstein cancer center resource center - markstein cancer center screenings - markstein cancer center support groups - medical entitlement diversified services - meeting rooms free of charge to non-profit organizations - mpi - patient assistance fund - patient transportation - pharmaceutical delivery - pharmaceutical waste recycling - preschool communication program - redi (irs reportable) - redi (pharm-non-irs) - regional behavioral health services - regional rehabilitation support services - social services cash and in-kind contributions - social services home health services - social services snf transfer agreements - tele-care - west oakland san pablo corridor partnership - woman and infants - infant follow-up program - woman and infants - neonatal intensive care unit - woman and infants - neonatal transport - woman and infants - parent education and support groups - youth bridge career development program sutter delta medical center sutter delta is located in antioch. It is licensed for 145 acute care beds and operates a level ii trauma center that treated 2,000 patients in 2014. In 2014, sutter delta medical center had 7,700 discharges, 20,000 outpatient visits, 56,000 visits to its emergency department; 1,000 babies were born at sutter delta medical center. Specialty hospital services include breast health, a community clinic, a wound care center and a level ii nicu. - asthma management resource center: provides a systemized approach to asthma management for patients. Patients are provided appropriate education, medical appliances and medication free of charge. Patients are referred to local community clinics for any further clinical services. - care transitions nurse program and ed navigator program: working closely with absmc case management, registered nurses, funded by community benefit contributions, are placed at each of three local health centers. The primary role of the nurses is to ensure follow up appointments for inpatients and patients after an emergency department visit, and to provide telephonic assessment as needed after discharge, including medication reconciliation. The ed navigator is an adjunct to this initiative providing non-clinical assistance with linkages to community resources. - la clinica pittsburg clinic: expansion to stay open four evenings a week to expand access and treated underserved. - community event donations and sponsorships: cash contributions to support community events. - community health fairs and education: education and screenings at health fairs such as blood pressure, glucose, pulmonary screenings, etc. - every woman counts/save a life sister: breast exams, mammograms, and other p”

“Other changes in fund balance: equity transfers (net) ($ 37,573,762) partnership income on books not on return $ 6,867,853 k-1 ordinary income ($ 6,865,913) k-1 interest income ($ 2,281) k-1 long term capital gain $ 1,113 other changes in fund balance $ 60,081 error suspense $ 13,479 ------------ ($ 37,499,430) ============”