Sutter Health Pacific

“Governing body: the affairs and management of sutter health pacific (shp) are supervised by the executive committee who has power to transact all regular business of shp during the period between meetings of the board of directors. The executive committee consists of the chair of the board who serves as chair of the committee, the administrator/ceo, and at least one additional director.”

“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 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 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.”

“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 board's 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 "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), (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 2019 executive compensation approval was completed in februrary 2019.”

“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. - james conforti - leonard licina - claudia crist - rishi sikka 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 responsibilites to the filing organization.”

“Mission statement: sutter health pacific (dba kahi mohala) is dedicated to improving the quality of life and restoring hope for individuals and families affected by mental illness.”

“Program service accomplishments: sutter health pacific, a california not-for-profit public benefit corporation, was organized to operate as kahi mohala, an 88 bed, freestanding not-for-profit psychiatric hospital. Kahi mohala has been operational since 1983 and is situated on a 14.5-acre campus. The hospital is licensed by the state of hawaii and is accredited by the joint commission. There were 26,898 patient days in 2019. Kahi mohala's mission is: "kahi mohala is dedicated to improving the quality of life and restoring hope for individuals and families affected by mental illness." treatment programs kahi mohala is dedicated not only to psychiatric, emotional and behavioral stabilization, but also to recovery through empowerment. Teaching individuals the skills to self-manage and self-regulate to the fullest possible extent is a fundamental goal within the treatment and recovery process. Levels of care - acute child and adolescent programs individuals 17 years of age and under (18 years old if still enrolled in school) - residential child and adolescent programs individuals 17 years of age and under (18 years old if still enrolled in school) - adolescent partial hospitalization program (php) individuals 17 years of age and under (18 years old if still enrolled in school) specialized treatment services - psychiatric evaluation/treatment and medication management - nursing assessment - psychological testing - substance abuse/dual diagnosis services - eating disorder services therapeutic services available - individual, family and group therapy - educational services - occupational therapy - recreational therapy - art therapy - reality-oriented physical experiential services (ropes) this corporation was formed for the purposes set forth in its articles of incorporation: a. To establish, equip and maintain one or more not-for-profit hospitals, medical centers, institutions or other places for the reception and care of the sick, injured and disabled, with permanent facilities that include inpatient beds and medical services; to provide diagnosis and treatment for patientsto provide associated services, outpatient care and home care in furtherance of this corporation's charitable purposes; b. To promote and carry on educational activities related to the care of the sick, injured and disabled, or to the promotion of health; c. To promote and carry out scientific research related to the care of the sick, injured and disabled; d. To promote or carry out such other activities as may be deemed advisable for the betterment of the general health of the community served; and e. To contribute to the growth, development and financial strength of sutter health system. Kahi mohala - list of community benefits - twelve-step programs (alcoholics anonymous, al-anon, narcotics anonymous) purpose: peer-led, self-help groups of persons recovering from addictions, or family members of persons recovering from addictions. Goals and objectives: to gain support and education in a group setting. - internship, residency and practicum programs purpose: to provide a supervised clinical practice setting for medical students, social workers, nurses, psychologists, substance abuse counselors and occupational therapists. Goals and objectives: to obtain direct practice experience in the student's field. - information and referral purpose: to provide telephone information and referral to the public regarding mental health and chemical dependency resources. Goal: to provide a free community resource. - memberships on community boards and committees: goodwill industries, kapolei rotary, healthcare association of hawaii, hfma, chamber of commerce, mental health america of hawaii (mha), national alliance on mental illness (nami), hawaii youth services network (hysn), community children's council (cccs), institute on violence, abuse and trauma (ivat) cultural committee, pacific region behavioral health alliance purpose: to volunteer expertise on various community board”

“Other changes in net assets: equity transfers (net): $ 1,835,049 -------------------- total $ 1,835,049”