Sutter Coast Hospital

“The affairs and management of sutter coast hospital (sch) are supervised by the executive committee which has power to transact all regular business of sch during the period between meetings of the board of directors. The executive committee consists of sch's chair who shall serve as chair of the committee, the vice chair, the chair of the finance and planning committee, the senior designated director (or his/her designee, as long as such designee is a director of the corporation), the secretary, and the chief executive officer. 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 & 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 management &/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 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 national comparisons for organizations similar in size, scope and complexity as sutter health. This method is the most appropriate since it is a national marketplace in which sutter competes for executive talent. Officers and key employees of this organization undergo an annual review by the compensation committee or a delegated sub-committee. Approval is recorded in the minutes. Executive compensation review was last completed in december 2016.”

“Availability of governing documents, conflict of interest policy, & 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.”

“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. - mike cohill - mitch hanna”

“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. FORM 990, PART III, LINE 2 In 2016, a free standing outpatient imaging center opened. This outpatient imaging center is located approximately 30 miles north of the hospital in Brookings, OREGON. It is housed adjacent to the Brookings Outpatient Clinic. Modalities offered include general radiology, mammography, ultrasound, and CT. The Brookings site was selected for several reasons: a) To offer access to care for an increasingly important market. b) To address affordability. The Brookings Imaging Centers charges/prices are materially less than charges/prices for identical services provided through the acute care hospital. In addition and in late 2015, the hospital opened an acute rehabilitation unit plus successfully recruited a medical oncologists, a cardiologists, an orthopedic surgeon, and an ObGyn physician. In 2016, the new Acute Rehabilitation Service experienced volume greater than that which is noted in the initial proforma. There were key additions to the medical staff; e.g., oncology, cardiology, ObGyn and orthopedics.”

“Exempt purpose achievements: sutter coast hospital is the sole community provider located in the del norte county seat of crescent city, california. Sutter coast serves a population of over 40,000 stretched along 80 miles of pacific northwest coastline from south of crescent city, california to gold beach, oregon. A community-based board of trustees governs sutter coast hospital. Sutter coast hospital is a 49-bed acute care full service hospital offering critical care, emergency services, rehabilitation care, family practice, obstetrics, gynecology, internal medicine, orthopedics, ophthalmology, radiology, urology and surgery services. The hospital also offers physical and respiratory therapy, a full service computerized laboratory, social services and a clinical pharmacy. Other specialized services include ambulatory/urgent care, coronary care, cardiopulmonary, prenatal care and eeg/ekg. There were 8,085 patient days in 2016.”

“Other changes in net assets: equity transfers (net) $7,039,122”

“Description:professional fees - physicians total fees:6453579”

“Description:nurse registry fees total fees:3100844”

“Description:therapists and other medical total fees:1234387”