Sutter Gould Medical Foundation

“EXECUTIVE COMMITTEE: The affairs and management of Sutter Gould Medical Foundation (SGMF) are supervised by the Executive Committee which has power to transact all regular business of SGMF during the period between meetings of the Board or Directors. The Executive Committee consists of SGMFs 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 the SEBH. At least one committee member is a Physician Director. FORM 990, PART VI, LINE 2 FAMILY AND BUSINESS RELATIONSHIPS: TODD SMITH, MD, DAVID ADKINS, MD AND PHILLIP YU, MD, TRUSTEES OF SUTTER GOULD MEDICAL FOUNDATION (SGMF), ARE ALSO MEMBERS AND SHAREHOLDERS OF GOULD MEDICAL GROUP (GMG).”

“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 employees 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: the mission of sutter gould medical foundation is to enhance the health and well-being of people in the communities we serve, through a non-profit commitment to compassion and excellence in health care services. The foundation contracts with gould medical group, inc., a professional corporation that employs licensed physicians and providers. The mission of the group is to provide and manage high quality, cost effective, compassionate health care for the patients of sutter gould medical foundation.”

“Program service accomplishments: history gould medical group, inc. Was formed in 1948 by doctors j.h. Barr, brothers c.r. And v.j. Maino, evelyn mayman and harry steward. The clinic was named in honor of long time local physician ned gould. Over the years, the group continued to add providers and began to outgrow its small clinic. In 1955, the main clinic located at 600 coffee road was built. During the 1980s, gould opened care centers in modesto, ceres and patterson. These care centers bring high quality healthcare to where patients live. In 1986, the physicians formed the gould medical foundation, a 501(c)(3) non-profit community benefit organization. A clinical research department, health education department and the health library support our community benefit efforts. In 1993, gould medical foundation affiliated with sutter health, one of the largest non-profit health care systems in northern california. Sutter gould medical foundation has expanded its care centers to ceres, turlock, patterson, los banos, tracy, stockton and lodi. Today, the foundation consists of 281 providers in 25 care center locations throughout the central valley. In 2014, the number of patient visits were 1,525,816. Community benefit and charity care benefits sutter gould medical foundation (sgmf) and sutter health are not-for-profit organizations whose primary mission is to provide high-quality affordable health care to the public. As such, their facilities provide a number of community benefits, in the form of charitable contributions, indigent care and community programs. In 2014, for example, sgmf provided over $13.5 million dollars in total quantifiable community benefits. Sgmf will continue this tradition, including the services detailed below. Medicare, medi-cal, healthy families and caring for the uninsured for the convenience of patients, sgmf participates in more than 16 major health insurance plans, including managed care plans (hmos), and cares for medicare, medi-cal and self-pay patients. As the local population ages and medicare reimbursement increasingly fails to cover costs, many senior persons have difficulty accessing health care services. Sgmf remains committed to serving the entire local community, and is one of a shrinking number of health care entities that accepts new medicare patients, through arrangements with health insurance companies such as united healthcare (aarp medical complete), and health net (seniority plus). Many sgmf patients are insured through medicare, medi-cal or healthy families. This group accounts for a significant portion of the health care services we provide, in large part due to the increased health care needs of senior patients on medicare. In 2014, sgmf cared for 35,658 medi-cal patients, and gould ob/gyns delivered 495 babies of medi-cal patients. Reimbursement from medi-cal and other services for the poor and underserved does not meet the actual cost of providing care, and each year sgmf spends millions of dollars to care for these patients. In 2014, for example, sgmf provided over $11.6 million dollars in total quantifiable services for the poor and underserved. This includes providing unpaid care to medically indigent patients and discounted care to qualified patients. Sgmf also helps work out no-interest payment plans to help patients who have become uninsured due to loss of employment.”

“Other changes in net assets: equity transfers (net) (6,420,856) other changes 473 ----------- total (6,420,383)”

“Description:med. Group comp. Total fees:xxx-xx-xxxx”

“Description:therapists/ tech. Total fees:402450”

“Description:nurse registry total fees:118703”

“Description:non-physician related total fees:13507”