Sutter East Bay Medical Foundation

“The executive committee shall have the power to transact all regular business of the corporation during the period between meetings of the board. The executive committee consists of the corporations chair, the chair of the finance and planning committee, the president of the corporation, the chief operating officer of the general member, and two additional directors. At least one executive committee member shall be 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.”

“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 or 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 and/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.”

“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 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 sutters executive programs and consistency with the organizations 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 californias 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 2016.”

“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.”

“The compensation being reported is an estimate for the period 1/1/17 to 8/1/17. Full 2017 compensation will be reported on sutter bay medical foundations 12/31/17 form 990. 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. - jeff gerard - sarah krevans”

“The mission of sutter east bay medical foundation is to enhance the health and well-being of people in the communities we serve through compassion and excellence. Form 990, part iii, line 3 sutter east bay medical foundation merged into sutter bay foundation, a related 501(c)(3) organization, effective august 1, 2017.”

“Sutter east bay medical foundation (sebmf) is a not-for-profit health care organization committed to enhancing the health and well being of the communities we serve. Sutter east bay medical foundation (sebmf) and east bay physicians medical group (ebpmg) have created an integrated health care delivery system working in partnership with local hospitals, community physicians, and healthcare organizations. Through dedication to compassion and patient care excellence, our family of more than 200 physicians and clinicians is transforming health care in the east bay. With care centers in albany, antioch, berkeley, brentwood, castro valley, dublin, oakland, orinda and richmond, sebmf is able to offer high quality medical care close to you and your family. We seek to enhance the health and well-being of people in the community through a commitment to compassion and excellence in patient care, education, and research. We strive to provide the highest levels of quality care and service, as well as to improve health care access and affordability through a multidisciplinary group practice. As a part of the sutter health family of community based, not-for-profit hospitals and physician organizations, sebmf benefits from shared resources and expertise to advance health care quality to our patients. Sutter health is one of the nation's leading not-for-profit networks of community based health care providers. With over 24 hospitals and over 3500 contracting physicians in northern california, sutter health enables us to focus on local needs and, at the same time, benefit from participating in a larger network. Sutter east bay medical foundation served 94,591 patients from january 1, 2017 through july 31, 2017. On august 1st, 2017, sutter east bay medical foundation merged into a related 501(c)(3) organization, sutter bay medical foundation. Form 990, part v, lines 1 & 2 at the beginning of 2017, in preparation for the merger, all sebmf employees were transferred to and paid by sutter bay medical foundation, a related 501(c)(3) tax-exempt organization.”

“Other changes in fund balance: equity transfers (net) $ 32,923,352 transfer to sutter bay medical foundation for merger $ (69,995,837) healthcare jv book to tax difference $ (68,760) ------------- total $ (37,141,245) =============”

“Description:medical group compensation total fees:54616185”

“Description:therapists/other medical total fees:351970”