Sutter Visiting Nurse Association and Hospice

“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.”

“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 affiliated entity; b. Amendment or restatement of the articles of incorporation or the bylaws of the corporation or any affiliated entity; c. Adoption of operating budgets of the corporation or any affiliated 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 affiliated entity; e. Aggregate operating or capital expenditures that either exceed previously approved operating or capital budgets, or are unbudgeted, if the amount in excess or the unbudgeted expenditure is higher than the signature authority of the president and ceo of the general member; f. Long-term or material agreements of the corporation or any affiliated entity 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 the signature authority of the president and ceo of the general member; g. Appointment of an independent auditor by the corporation or any affiliated entity; h. The hiring of independent counsel by the corporation or any affiliated entity, unless at least two-thirds (2/3) of the board in office on the day of a vote determine that a material conflict of interest exists between the corporation and the general member and, therefore, the board must engage independent counsel to assist in exercising the board's fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the general member shall not claim that any communication between such independent counsel and any person acting on behalf of the corporation, even if that person is also an employee, officer or agent of the general member, constitutes a waiver of the attorney-client privilege or work-product protection; i. The creation or acquisition of any subsidiary or affiliate, as that term is defined in california corporations code section 150; j. Contracting with any third party for all or substantially all of the management of the assets or operations of the corporation or any affiliated entity; k. Approval of business plans to develop major programs and clinical services of the corporation or any affiliated entity. Major new programs and clinical services shall include, but not be limited to: (i) any new programs or services that require approval and/or additional licensure from any regulatory agency, or (ii) any other programs or services the general member deems major; l. Approval of strategic plans of the corporation or any affiliated entity; m. Adoption of quality improvement policies not in conformity with policies established by the general member; n. Any self-dealing transaction between a director of the corporation and the corporation or a subsidiary of the corporation; or o. Rehiring, contracting with, or otherwise compensating a sutter health executive, or any officer or member of management of the corporation or any affiliated entity after their employment has ended. 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.”

“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.”

“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, officers and key employees. 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. 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. The board may consult with the office of the general counsel as necessary. Until the potential conflict is resolved, the board chair (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the boards final discussion and vote.”

“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 "ARM'S 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), (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 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 ADJUSTMENTS MAY BE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE 2020 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN February 2020.”

“Availability of governing documents, coi policy & financial statements: 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 and conflict of interest policy are not available to the public at this time.”

“Compensation of board members: 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. - albert chan, md - john cullen - rishi sikka, md common law employees: individuals listed as officers and key employees of the organization that are paid fulltime by a related organization are common law employees of sutter health, a separate legal entity. It is the intention of sutter health and the filing organization to make information accessible and transparent, reporting those sutter health employees who have officer and key employee responsibilities to the filing organization.”

“Mission statement: sutter visiting nurse association and hospice, dba sutter care at home (scah) enhances the health and well-being of the people in the communities we serve through a not-for-profit commitment to compassion and excellence in home-based services and products. The sutter care at home foundation supports local home health and end-of-life care, bereavement support services, and community wellness programs provided by sutter care at home.”

“Program service accomplishments: primary exempt purpose: provide health care to patients in their homes. Service accomplishments: sutter vna & hospice is a state licensed, medicare-certified home care agency that provides a broad spectrum of multi-disciplinary services and offers a range of specialty programs to residents of northern california. Sutter vna & hospice provides health care services to patients who require these services outside of a hospital setting (primarily in the home), for which a fee is charged to cover the cost of providing these services. These services are provided to medicare, medi-cal, and private insurance patients. Charitable care is provided when deemed appropriate. The health care services provided by sutter vna & hospice include the following: - skilled nursing; nurses work with patients who have heart disease, cancer, diabetes, ostomies, aids, or other chronic diseases and illnesses, or who have recently had surgery or an acute care episode. - rehabilitation services including physical, occupational, and speech therapy. Physical and occupational therapy is provided for patients with difficulties due to strokes, amputation or fractures, surgery, and for patients who are paraplegics or quadriplegics. Speech therapy is provided for patients with speech or swallowing problems. - home infusion therapy services; provided for patients who need intravenous treatments. Services include hydration, chemotherapy, total parenteral nutrition, antibiotics, injectable medications, pain management, and enteral nutrition. - maternal/child care services; provided to women with difficult pregnancies and new mothers needing assistance. - psychiatric home care: this program provides home health services with focus on psychiatric care (assessment, teaching, referrals and follow-up) by specialty trained clinicians. - medical social work services; provides assistance to persons who need guidance in developing self-help and problem solving skills, and access to community resources. - hospice and bereavement services; helps terminally ill patients and their families who need support and care. Services include nursing care, pain management, symptom control, and bereavement counseling. - home health aides and volunteer respite care; provides aid to patients who cannot care for themselves; includes bathing and personal care, companionship, and relief for caregivers. - respiratory therapy and durable medical equipment; provides patients with respiratory therapy services, equipment, and supplies, beds, wheelchairs, and other durable medical equipment. Community benefit services in 2020, sutter vna & hospice provided $590,442 worth of community benefit. The community benefit programs and services provided include the following: - hospice bereavement groups (ex. Adult grief support groups, children's workshops, daughter/mom loss support group, adult traumatic loss) - preceptorships and internships provided for students charitable activity in 2020 sutter vna & hospice provided $3,691,267 worth of charity care. Charity care was provided in the form of home health services, hospice services, respiratory therapy and durable medical equipment service and products, and home infusion therapy services. Unpaid cost of medicaid in 2020 sutter vna & hospice provided $7,846,725 worth of unpaid services to medicaid patients.”

“Other change in net assets or fund balances: equity transfer, related entities (net) $ (78,083,282) ----------------- total $ (78,083,282)”