Sutter Health

“The affairs and management of sutter health are supervised by the board of directors. The executive committee has the power to act on behalf of the board and to transact all regular business during the period between meetings of the board. The executive committee is comprised of the board chair, who serves as chair of the committee, the president, the secretary, the chair of the finance and planning committee, and at least one director-at-large. When a chair-elect has been appointed by the board, the chair-elect serves as a voting member of the committee the year prior to serving as board chair. Form 990, part vi, line 11b process used by management &/or the 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 receives and 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 department, 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 and officers, which 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 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 undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. Executive compensation review was last completed in december, 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: we 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.”

“Exempt purpose achievements: sutter health provides administrative and consulting services to its affiliates. Sutter health doctors, hospitals and other caregivers across more than 100 northern california communities partner with each other to advance our medical services and increase patients access to them. Sutter-affiliated hospitals are regional leaders in cardiac care, women and childrens services, cancer care, orthopedics and advanced patient safety technology. Sutter healths comprehensive network of care spans more than 20 counties across northern california, from the oregon border to the san joaquin valley and from the pacific coast to the sierra nevada foothills. Our network includes nine physician organizations, two dozen acute care hospitals and a wide array of medical research facilities, training programs, care centers and specialty services. The sutter health system consists of: * 51,837 employees and 5,100 physicians * 5,000 volunteers * 29 hospitals * 4,284 licensed acute care beds * 35 outpatient surgery centers * 6 cardiac centers * 9 cancer centers * 5 acute rehabilitation centers * 6 behavioral health centers * 5 trauma centers * 9 neonatal intensive care units * medical research centers * home health and hospice services * walk-in clinics * education centers and physician training programs * philanthropic programs * health plan (sutter health plus) 2015 by the numbers: * 33,578 births * 190,657 discharges * 867,113 emergency room visits * 509,972 sutter care at home health visits * 304,259 sutter care at home hospice visits * 166,136 outpatient surgery center procedures * 933,552 patient days as one of the nations leading not-for-profit integrated health care delivery system, we approach care from a common mission of enhancing the health and well-being of people in the communities we serve through a not-for-profit commitment to compassion and excellence. To help carry out our mission, we are guided by seven core values: 1. Honesty and integrity 2. Excellence and quality 3. Community 4. Innovation 5. Teamwork 6. Compassion and caring 7. Affordability headquartered in sacramento, a community-based board of directors governs sutter health. To view a list of sutter health affiliates, please view form 990, schedule r.”

“Sutter health is a conduit borrower of tax-exempt bond issues and allocates portions of each issue to certain subsidiary organizations of which it is the sole corporate member. The outstanding bond liability allocated to these subsidiary organizations is reported on each subsidiary organization's form 990, part x, balance sheet and schedule k.”

“Other changes in fund balance: equity transfer (net) 136,663,568 k-1 interest (977,182) k-1 dividends (4,728,768) k-1 royalties (159,450) k-1 ordinary income (6,349,815) k-1 guaranteed payments (9,118,053) k-1 short-term capital loss 8,009,195 k-1 rental income 388,141 k-1 long-term capital gain (239,697) k-1 section 1231 gain (272,733) k-1 other losses 9,461,176 partnership income on books 5,027,290 pension related changes (31,598,031) other changes in fund balance (50,423) ---------------- total $106,055,218 ================”

“This return is being amended to include two additional entities on schedule r, part iv.”