Sutter East Bay Hospitals

“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.”

“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 appropriate 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 reviews the return. A completed return is then reviewed by the tax department, legal department, finance, 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 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), (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 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. 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. Form 990, part vii, section a compensation of board members: the following board members of sutter east bay hospitals are full-time employees (40 hours per week) of sutter health and their sutter health salaries are reported herein. The following individuals received no compensation for their services as board members of this organization. - sarah krevans - jeff gerard”

“Mission statement: sutter east bay hospital's (sebh) mission is to enhance the well-being of people in the communities we serve through a not-for-profit commitment to compassion and excellence in health care services. Form 990, part iii, line 3 effective march 1st 2018, sutter east bay hospitals merged with a related 501(c)(3) organization, sutter bay hospitals.”

“Programs and service accomplishments: sutter east bay hospitals continue to be committed partners within 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 31,769 patient days from january 1st, 2018 through february 28th, 2018. Prior to the merger, sutter east bay hospitals was comprised of the following hospitals: alta bates summit medical center alta bates summit medical center (absmc) is located on three campuses in oakland and berkeley. It is licensed for 894 acute care beds of which 69 are psych beds. Absmc operates medical center magnetic imaging, a freestanding imaging center, and alta bates perinatal center. From january 1st, 2018 through february 28th, 2018, absmc had 5,067 discharges, 42,642 outpatient visits, and 15,297 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, 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. 4. Women and infant services - neonatal intensive care unit (nicu): the unit focuses not only on the medical needs of the”

“Exempt purpose achievements continued: 6. Chronic disease services - east bay aids center: provides a comprehensive program of primary hiv care and access to clinical trails 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, sebh implemented a new project, aimed at increasing diabetes management by capturing patients in the ed 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 ymca's: 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. - 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, impatient 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 place to rest and recuperate in one of three community shelters, for up to six weeks. Patients are not only provided shelter, but are linked to a medical home and other community resources. - care transitions nurse program and ed navigator program: working closely with absmc case management, registered nurses, funded by community benefit contribution, 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, an”

“Exempt purpose achievements continued: sutter delta medical center sutter delta medical center (sdmc) is located in antioch, ca. Sdmc is licensed for 145 acute care beds and is a designated stemi receiving center. From january 1st, 2018 through february 28th, 2018, sdmc had 1,294 discharges, 3,701 outpatient visits, and 9,492 visits to its emergency department. Specialty hospital services include breast health, wound care center, oncology, pain management, neonatal icu, diabetes, heart failure and copd. - 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. - center for health and wellness: consist of two major programs the healthy heart program and the asthma management resource center. The healthy heart program focuses on decreasing 30 day hospital readmissions by meeting with individuals that are often vulnerable and who often have one or more of the following characteristics: non-compliant, low health literacy, knowledge deficit multiple co-morbidities, decreased access to care, housing, transportation and food, chronic disease state, inadequate life skills, memory changes, etc. The focus of the program is to address the needs of this vulnerable population through education, lifestyle change, surveillance and helping to parlay the health care system. The second program is asthma management resource center. This program provides a systemized approach to asthma management for patients. Patients are provided appropriate education, medical appliances and medications free of charge. - care transitions nurse program and ed navigator program: working closely with absmc case management, registered nurses, funded by community benefit contribution, 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 (ed) 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: partnership to stay open four evenings a week to expand access and treated underserved. - community event donations and sponsorships: cash contributions to support the community non-profit organizations. - 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 procedures for uninsured and underinsured women. - healthy families, medi cal and county enrollments: patients approved for medi-cal for the first time, including social work and diversified healthcare resources hours for enrolling patients. - hospital quality assurance chft pledge: pledge payment to california hospital charitable foundation trust (chft). Chft has established a grant fund for the specific purpose of aggregating and distributing financial resources to support charitable activities at various independent hospitals and health systems in california, including measures to alleviate potentially resulting from the implementation of the hospital fee program. - payment to physicians for treating uninsured patients: payment to physicians for uninsured patients seen in the er/hospital. - psychiatric evaluation reimbursement to on call physician: payment for on-call physician for psychiatric evaluation in the delta emergency department for patients who do not qualify under insurance or any other programs. - special care nursery subsidized service: a service line (neonatal care) operating at a negative margin that is needed in the community and is not being duplicated by another provider. - transportation: taxi and bus expenses for patients who do not have other transportation options to get home a”

“Other changes in fund balance: equity transfers (net) $ (120,628,958) transfer to sutter bay hospitals for merger $ (5,407,791) ----------------- total $ (126,036,749)”