Sutter Medical Center Foundation

“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 sacramento sierra region 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 organization 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 of 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 transactions 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.”

“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.”

“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.”

“The compensation for the position of the top management official is determined through a quantitative point factor review of the know-how, problem solving, and accountability associated with a given position as identified in the detailed position description. Additionally, all applicable market salary survey data is reviewed to ensure the position is both internally equitable and externally competitive/market appropriate. The compensation committee of sutter health annually approves compensation, and such approval is recorded in the minutes of sutter health. The most recent approval was december 2015.”

“For sutter health employees 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) 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 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 who are sutter health employees undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. The most recent approval was december 2015.”

“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.”

“Sutter medical center foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter health sacramento sierra region.”

“Sutter medical center foundation promotes philanthrophy in support of sutter medical center, sacramento, whose 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.”

“Through philanthropy, sutter health is able to practice the most innovative, technologically-advanced medicine possible and meet the critical health care demands of our time. In 2015, over $4,622,395 in philanthropic gifts supported programs, services and equipment to ensure the highest level of excellence in patient care. This includes our nicu monitors, labor & delivery shuttle, rapid fluid transfuser, sutter institute for medical research, childrens programs and services as well as sutter vna and hospice programs and services. Total funds allocated in 2015 for the following programs, services and equipment: $4,622,395 equipment - master plan - bronchoscope - nicu monitors - sonosite ultrasound - respiratory viral panel - nicu rocking chairs - margin probe console - 3cg ultrasound - besa software - blood pressure machine - rehab stepper/bars - labor & delivery shuttle - bladder scanner - rapid fluid transfuser - portable audiometer programs & services - cancer programs and services - sutter institute for medical research - library - children's programs and services - sutter vna and hospice programs and services - the sharing place - neuroscience programs and services - department programs and services - sutter samaritan - pet therapy - staff education and nursing scholarships - women's programs and services support helped heal neighbors in the community by bringing new innovations that allow us to provide the highest-quality health care, services and technologies close to home. With donor contributions, we were able to purchase leading-edge equipment, launch and continue programs that supported critical needs in our communities, help our physicians and staff save lives and fulfill our not-for-profit mission.”

“Sutter medical center foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter health sacramento sierra region.”

“Changes in split interest $ 64,363”