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 shall consist of the corporation's chair, the chair of the finance and planning committe, the president of the corporation, the coo of the general member, and two additional directors. Form 990, part vi, line 4 significant bylaw changes effective may 21, 2015: board composition changes former: the board of directors shall consist of between 5 and 20 directors. Revised: the board of directors shall consist of between 17 and 25 directors. Former: at least 3 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. 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.”

“Description 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. 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 management &/or the 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 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: 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. Our programs range from access to care and chronic disease management initiatives to care development programs for the youth. There were 161,737 patient days in 2015. Alta bates summit medical center alta bates summit (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 2015, absmc had 30,000 discharges, 268,000 outpatient visits, and 93,000 visits to its emergency departments. Specialty hospital services include the following: acute rehabilitation, bariatrics, behavioral health, cardiovascular surgery, comprehensive community cancer center, east bay aids clinic, and 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 patients 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 daily reassurance calls 365 days a year to those who may be home-bound, disabled, convalescing from an illness, retired, a widow or widower. The target population is over 60 years of age. Residents of alameda and contra costa counties are eligible to participate in the program. - health access: provides on-going monthly lectures on topics of interest to seniors, such as, nutrition, diabetes care, blood pressure screening, coping with alzheimers disease and others, free of charge. - lifeline: provides personal emergency response services to older adults, the frail and physically challenged in the community. 4. Women and infant services - neonatal intensive care unit (nicu): the unit focuses not only on the medical”

“Exempt purpose achievements continued: 6. Chronic disease services - east bay aids center: provides a comprehensive program of primary hiv care and access to clinical trials as well as consultation and support services throughout the continuum of hiv disease. This outpatient service is the leader in providing primary hiv care among east bay community hospitals and cares for over 500 people each year, 20% of whom are women. - diabetes center: provides clinical services, disease management and education for people with diabetes. Services also include; a speakers bureau, a free meter program and other supplies donations, screening, and a support group. In 2009, implemented a new project, aimed at increasing diabetes management by capturing patients in the emergency department and providing information, medication and follow-up. 7. Cardiovascular services services provided free or at a nominal fee include cpr courses, cholesterol screening, blood pressure readings and lectures to local community groups and conferences for the community and physicians. - vascular rehab exercise education: self-paced exercise program for people who have leg pain. Free of charge. - cardiac rehabilitation patient visits: visits in the hospital to non-reimbursed patients to provide patient education. - cardiac rehabilitation phone service: phone calls from non-patients seeking cardiac rehab information, who for various reasons cannot come to the medical center. - cardiac rehab program-berkeley and albany ymcas: nurse supervised exercise classes for patients who have had cardiac problems. Patients are closely observed 3 times a week at the ymca. This includes monitoring of blood pressure, heart rhythms, medication and weight evaluation. 8. Other services - tuition reimbursement: employees are reimbursed for professional education. - absmc nursing education offers a broad selection of educational conferences for the benefit of the medical community. These lectures are free and help disseminate information that is pertinent to various segments of the professional community. - chaplaincy: provides several community outreach and educational activities. - ethnic health institute (ehi): the purpose of the program is to enhance the health and well being of all people in the community, focusing on the undeserved population who experience disparities in healthcare and disease. Ehi promotes community health awareness, organizational alliances, and health provider training, research and education. Ehi works in partnership with more than fifty public and private healthcare institutions, school districts, university health programs, and community based health organizations. - health ministry program: the purpose of the health ministry program is to develop and support health ministries in congregations and communities they serve. The program helps to identify health problems among congregation members and assist in locating and/or providing health care to those in need. Parish nurses work with congregations to provide such basic health care services as blood pressure and blood glucose screenings, health counseling, support groups, referrals and health information. - youth bridge career development program: since 1989, the medical center has sponsored the youth bridge mentoring program targeting at-risk teen-age students and teen parents. The purpose of the program is to encourage young people to continue their education, to give them an opportunity to experience a professional working environment, to explore a variety of professions and to learn about health care careers. - mpi: hospital-based program for alcoholism and drug abuse treatment includes detoxification, inpatient rehabilitation, residential rehabilitation, day treatment, and morning and evening intensive outpatient programs. Mpi provides several community outreach and educational activities. - interim care program for homeless: allows homeless patients who are being discharged from the medical center a p”

“Other changes in fund balance: equity transfers (net) ($ 3,841,981) partnership income on books not on return $ 7,622,709 k-1 ordinary income ($ 9,053,596) k-1 interest income ($ 3,865) k-1 section 1231 gain ($ 1,021) k-1 unrecaptured 1250 gain ($ 22,914) other change in fund balance ($ 10,686) ------------ ($ 5,311,354) ============”