Samuel Merritt University

“Significant changes to the organization's governing documents: committees: the board shall have six standing committees; executive, governance, finance, academic affairs, audit and compliance, and podiatric medical education advisory. Each committee shall have a charge approved by the board defining its functions, membership, duties and powers. Each committee shall review and recommend policy concerning university affairs and program within the scope of its charge. The chair shall be a voting member of all standing committees. The president shall be a voting member of all standing committees except audit and compliance. The executive committee shall have the power to transact all regular business of the university during the period between meetings of the board. Form 990, part vi, line 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 east bay hospitals is the sole member with the right to elect at least a majority of the members of the board of directors.”

“Description classes of persons, decisions requiring approval & type of voting rights: sutter east bay hospitals, formerly known as alta bates summit medical center, 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; (b) creating a subsidiary organization; (c) amendment or restatement of the articles of incorporation or the bylaws of the corporation; (d) approval of annual operating and capital budgets; (e) 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 trustees of the member, which shall not be less than the greater of (i) fifty thousand dollars ($50,000) or (ii) ten percent (10%) of the total annual capital budget of this corporation; (f) approval of transactions of this corporation in which a regent or officer of this corporation has a material financial interest; (g) appointment of the corporation's independent auditors and legal counsel; (h) approval of strategic plans.”

“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 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 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 samuel merritt university educates students to become highly skilled and compassionate health care professionals who positively transform the experience of care in diverse communities.”

“Program service accomplishments samuel merritt university, originally founded in 1909, is a fully accredited health sciences institution located in oakland, california with local learning centers in sacramento and san mateo. Values: a learning environment where we challenge ourselves and our students to think critically, seek mastery and act compassionately. A collegial environment where we are fair, respectful and behave with integrity. A collaborative environment where we partner with one another and with others in the community. An innovative environment where we take reasoned risks and move nimbly. A results-oriented environment where we provide and expect exceptional performance and service. Programs undergraduate degree program: the university offers a bachelor of science in nursing (bsn). In addition, smu offers an accelerated bachelor of science in nursing (absn). Graduate degree programs - master's level: smu offers three entry-level master's degree programs: master of occupational therapy, master of science in nursing, and master physician assistant. Post-professional graduate degrees in nursing include programs in nurse anesthesia (crna), case management (cm), and family nurse practitioner (fnp). Graduate degree programs - doctoral level: the university offers four doctoral degrees: doctor of podiatric medicine, doctor of physical therapy, doctor of nursing practice, and doctor of occupational therapy. Online degree programs: smu offers two of its degrees in the online modality: master of science in nursing (post-professional cm and fnp, and doctor of nursing practice). Faculty and students (fall 2016) number of full-time faculty: 157 student/faculty clinical ratio: 9.0 to 1 samuel merritt students: total students: 1,907 undergraduate students: 738 graduate students: 1,169 men: 24 % / women: 76% clinical partners: over 1,100 in the bay area and u.s. Accreditation: regional accreditation: wasc senior college and university commission (wscuc). Specialized accreditation: accreditation review commission on education for the physician assistant (arcpa), accreditation council for occupational therapy education (acote), commission on accreditation in physical therapy education (capte), council on accreditation of nurse anesthesia educational programs (coa), commission on collegiate nursing education (ccne), council on podiatric medical education (cpme), board of registered nursing (brn). Facilities: instructional facilities 250-seat fontaine auditorium; john a. Graziano memorial library including study rooms and computer labs; motion analysis resource center (marc). Other laboratories include therapeutic exercise, exercise physiology, occupational therapy, anatomy, nursing, podiatric medicine, biomechanics, physical diagnosis and health sciences simulation center (hssc). Other facilities student lounges, study space and exercise facilities.”