Sutter West Bay Medical Foundation

“The affairs and management of sutter west bay medical foundation (swbmf) are supervised by the executive committee which has power to transact all regular business of swbmf during the period between meetings of the board of directors. The executive committee consists of swbmf's chair who serves as chair of the committee, the vice chair, the chair of the finance and planning committee, the president of swbmf and up to nine additional directors. At least one committee member is 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.”

“Description of classes of persons, decisions requiring approval and the nature of their 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 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, 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. A copy of the form 990 has been provided to all members of the governing body before filing the form.”

“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 leaders 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 2015.”

“Availability of governing documents, conflict of interest policy, and financial statements to 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 & exempt purpose achievements: sutter west bay medical foundation is committed to the following mission: 1. Promote community health through the provision of health care services to the sick, injured and disabled. 2. Establish, equip and maintain outpatient locations throughout northern california for the provision of health care services. These services include primary care and surgical and nonsurgical specialties with advanced services involving organ transplant and high-risk pregnancy. 3. Acquire, equip, own and operate facilities for the care, diagnosis and medical treatment for persons suffering from mental or physical illness, disease or disability, including such persons who are financially unable to pay all or part of the cost of such. 4. Promote and carry on educational activities related to the care of the sick, injured and disabled, or to the promotion of health. 5. Support medical education of residents and fellows through classroom lectures, medical rounds, and "hands on" teaching in the outpatient clinics. 6. Promote and carry on scientific and medical research as may be deemed advisable for the betterment of the general health of the community served. 7. Provide medical research data to organizations such as the muscular dystrophy association and various organ procurement organizations. 8. Serve as professional reviewers of medical journals. 9. Promote and carry on such other activities as may be deemed advisable for the betterment of the general health of the community served. 10. Improve access to health care services for individuals who are unable to afford them, and participate in programs operated pursuant to titles xviii and xix of the social security act. 11. Contribute to the growth and development, and financial strength of sutter health, a california nonprofit public benefit corporation, and all its affiliated corporations that comprise a multi-institutional, multi-service integrated health care system. 12. For 2015, there were 173,573 patients served. Form 990, part iii, line 3 in june 2015, sutter west bay medical foundation closed its endoscopy center.”

“Other changes in fund balance: equity transfers (net) $ 21,636,806 booked healthcare investment $ 4,485,791 k-1 ordinary income $( 3,150,575) k-1 interest income $( 416) k-1 section 1231 gain $ 32,138 paid in surplus by controlling entity $( 1,406,401) other changes $( 1,707) ------------- total $ 21,595,636”

“Description:medical group compensation total fees:xxx-xx-xxxx”

“Description:professional fees - physicians total fees:2656737”

“Description:therapists and other medical total fees:596593”

“Description:nurse registry total fees:242615”

“Description:non-physician medical provider total fees:14850”

“Description:aides and orderlies total fees:1802”