2020-07-15T22:39:42-05:00 2019-06-30 346565596 ERNST & YOUNG US LLP 18101 VON KARMAN AVENUE SUITE 1700 IRVINE CA 92612 990 2018-07-01 954457756 CEDARS-SINAI MEDICAL CARE FOUNDATION CEDA 3103853200 200 N ROBERTSON BLVD NO 101 BEVERLY HILLS CA 90211 JILL MARTIN CHIEF OPER. OFFICER 3103853200 2020-07-15 0 KARA ADAMS P00023315 9497942300 192.231.86.241 2020-07-15 20:38:36 PD P 5D66495798EA847DC80F6602DD5A7F057B72F91F 5D66495798EA847DC80F6602DD5A7F057B72F91F 2018 2021-01-29 14:40:06Z THOMAS M PRISELAC 8700 BEVERLY BLVD LOS ANGELES CA 90048 442367537 0 X WWW.CEDARS-SINAI.ORG X 1994 CA TO ENHANCE CEDARS-SINAI'S ABILITY TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES. 15 6 1543 0 683783 117725 666484 739061 394092816 440977844 90949 650632 0 0 394850249 442367537 0 0 0 0 105640556 127406368 0 0 0 373676698 415710643 479317254 543117011 -84467005 -100749474 137061698 284507366 37837924 57678295 99223774 226829071 X THE FOUNDATION WAS FORMED TO ENHANCE THE ABILITY OF THE MEDICAL CENTER TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES TO THE RESIDENTS OF LOS ANGELES COUNTY, CALIFORNIA. (CONTINUED ON SCHEDULE O, PAGE 35)IN PARTICULAR, THE MEDICAL CENTER BELIEVES THE FOUNDATION WILL FURTHER ITS CHARITABLE HEALTH CARE PURPOSES BY PROVIDING MEDICAL EDUCATION, RESEARCH AND VARIOUS MEDICAL BENEFITS TO THE COMMUNITY. PLEASE REFER TO THE STATEMENT OF PROGRAM ACCOMPLISHMENTS FOR A FULL DESCRIPTION OF SERVICES PROVIDED. 0 0 527402799 440977844 CEDARS-SINAI MEDICAL CARE FOUNDATION (FOUNDATION), A NONPROFIT PUBLIC BENEFIT CORPORATION, WAS FORMED BY CEDARS-SINAI MEDICAL CENTER (MEDICAL CENTER), AN IRC SECTION 501(C)(3) CORPORATION, FOR THE PURPOSE OF ESTABLISHING AND OPERATING OUTPATIENT MEDICAL CARE CLINICS AS PART OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM IN LOS ANGELES COUNTY, CALIFORNIA. (CONTINUED ON SCHEDULE O, PAGE 35)THE MEDICAL CENTER IS THE SOLE CORPORATE MEMBER OF THE FOUNDATION. IN ADDITION, THE MEDICAL CENTER IS LICENSED AS A GENERAL ACUTE CARE HOSPITAL UNDER APPLICABLE CALIFORNIA LAWS AND OWNS AND OPERATES HEALTH CARE FACILITIES PRINCIPALLY LOCATED IN LOS ANGELES, CALIFORNIA. THE FACILITIES ARE LICENSED FOR 886 BEDS AND INCLUDE A 1.6 MILLION SQUARE FOOT MAIN COMPLEX AND OTHER PHYSICAL STRUCTURES CONTIGUOUS THERETO SITUATED ON A 19-ACRE SITE. THE MEDICAL CENTER IS THE LARGEST PRIVATE VOLUNTARY HEALTH CARE FACILITY IN THE STATE OF CALIFORNIA AND IS A TERTIARY CARE TEACHING HOSPITAL WHICH PROVIDES A FULL COMPLEMENT OF SPECIALTY AND SUBSPECIALTY SERVICES AS A REGIONAL RESOURCE.THE FOUNDATION WAS FORMED TO ENHANCE THE ABILITY OF THE MEDICAL CENTER TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES TO THE RESIDENTS OF LOS ANGELES COUNTY, CALIFORNIA. IN PARTICULAR, THE MEDICAL CENTER BELIEVES THE FOUNDATION WILL FURTHER ITS CHARITABLE HEALTH CARE PURPOSES IN THE FOLLOWING WAYS:1. PROVIDING RESPONSE TO THE NEED FOR OUTPATIENT SERVICES: THE DELIVERY OF HEALTH CARE SERVICES IS RAPIDLY CONVERTING FROM AN INPATIENT TO AN OUTPATIENT SETTING, RESULTING IN THE NEED FOR A VEHICLE TO DELIVER OUTPATIENT AS WELL AS INPATIENT SERVICES THROUGH AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE FOUNDATION SERVES AS THE VEHICLE. COORDINATION OF THE MEDICAL CENTER'S ACUTE CARE HOSPITAL OPERATIONS AND THE FOUNDATION'S OUTPATIENT CLINIC OPERATIONS HELP AVOID UNNECESSARY DUPLICATION, POTENTIAL EXCESS CAPACITY, AND RELATED INEFFICIENCIES, AND THEREBY REDUCES THE OVERALL COST OF DELIVERING HEALTH CARE TO THE RESIDENTS OF LOS ANGELES COUNTY.2. PROVIDES RESOURCES TO DEVELOP AND MANAGE OUTPATIENT CLINICS: THE FOUNDATION PROVIDES RESOURCES WHICH THE MEDICAL CENTER USES TO DEVELOP MULTI-SPECIALTY OUTPATIENT MEDICAL CLINICS TO BETTER SERVE THE COMMUNITY. THE MEDICAL CENTER MAINTAINS SUFFICIENT CONTROL SO AS TO ENSURE THAT THOSE CLINICS OPERATE ON A NONPROFIT BASIS IN FURTHERANCE OF THE OVERALL CHARITABLE HEALTH CARE GOALS OF THE MEDICAL CENTER AND THE FOUNDATION.3. ASSUMES RISK THROUGH CAPITATED MODEL: HEALTH CARE PAYERS HAVE SHIFTED HEALTH CARE RISKS TO THE PROVIDERS OF CEDARS-SINAI MEDICAL CARE FOUNDATION HEALTH CARE SERVICES. IN DOING SO, THE PAYERS HAVE CREATED MECHANISMS AND INCENTIVES TO PROVIDE QUALITY CARE AT THE LOWEST POSSIBLE COST. THE FORMATION OF THE FOUNDATION ALLOWS THE MEDICAL CENTER AND THE PHYSICIANS WITH WHOM THE FOUNDATION CONTRACTS FOR MEDICAL SERVICES TO COORDINATE INPATIENT, OUTPATIENT AND ANCILLARY SERVICES, ACHIEVE EFFICIENCIES OF SCALE, AND IN GENERAL, OPERATE MORE EFFICIENTLY IN A MANAGED CARE ENVIRONMENT, WITHOUT SACRIFICING QUALITY OF CARE. THE FOUNDATION'S MEDICAL SERVICES ARE TO BE DELIVERED EITHER AT THE OUTPATIENT CLINICS OWNED BY THE FOUNDATION OR AT THE MEDICAL CENTER'S HOSPITAL. THE FOUNDATION MAINTAINS URGENT-CARE HOURS FROM 12:00 P.M. TO 9:00 P.M., MONDAY THROUGH FRIDAY, AND 9:00 A.M. TO 6:00 P.M. ON SATURDAY AND SUNDAY, DESIGNED TO HANDLE NON-LIFE-THREATENING MEDICAL EMERGENCIES WHICH DO NOT REQUIRE A VISIT TO THE HOSPITAL EMERGENCY ROOM. ADDITIONALLY, FOUNDATION PHYSICIANS ARE ON CALL 24 HOURS A DAY. THE FOUNDATION ALSO PARTICIPATES IN OTHER VALUE-BASED PAYER ARRANGEMENTS TO IMPROVE PATIENT OUTCOMES AND LOWER THE SOCIETAL COST OF HEALTH CARE. THESE "ACCOUNTABLE CARE ORGANIZATIONS" ENABLE THE FOUNDATION TO PROVIDE COORDINATED SERVICES TO AN EVEN LONGER SEGMENT OF THE COMMUNITY.4. PROVIDES COMMUNITY AND PHYSICIAN HEALTH EDUCATION, AND PERFORMS CLINICAL RESEARCH ACTIVITIES: THE MEDICAL CENTER AND THE FOUNDATION PROVIDE A SIGNIFICANT AMOUNT OF COMMUNITY MEDICAL EDUCATIONAL AND CLINICAL RESEARCH ACTIVITIES. THESE PROGRAMS ARE AN IMPORTANT AND MATERIAL PART OF THE OVERALL SERVICES OFFERED BY THE HEALTH SYSTEM, FOR WHICH TREMENDOUS MEDICAL AND CAPITAL RESOURCES ARE EXPENDED. THE NUMBER OF PROGRAMS OFFERED TO THE GENERAL PUBLIC WILL REPRESENT A SUBSTANTIAL INCREASE IN THE AVAILABILITY OF THESE PROGRAMS TO THE MEMBERS OF THE COMMUNITY WITHIN THE FOUNDATION SERVICE AREA.COMMUNITY EDUCATION:THE FOLLOWING FREE OR LOW COST HEALTH CARE EDUCATION PROGRAMS ARE OFFERED TO THE COMMUNITY:- SMOKING CESSATION PROGRAM- DIABETES MANAGEMENT- PRE-DIABETES- WEIGHT MANAGEMENT- MULTIPLE MEDICATION MANAGEMENT- EDUCATIONAL HEALTHCARE LECTURES TO THE COMMUNITY- COMMUNITY AND COMPANY HEALTHCARE SCREENINGS, SUCH AS GLUCOSE TESTING AND BLOOD PRESSURE CHECKS- ADVANCE CARE PLANNING - SOCIAL SUPPORT AND EDUCATION GROUPS- FALL PREVENTION CLASS- GRIEF WORKSHOP- LEAP PROGRAM TO HELP SENIORS PREVENT SOCIAL ISOLATIONCONTINUING PHYSICIAN EDUCATION:THE FOLLOWING EDUCATIONAL PROGRAMS ARE INTENDED TO BENEFIT THE COMMUNITY BY INCREASING THE LEVEL OF SKILL PROVIDED BY COMMUNITY PHYSICIANS:- CONTINUING EDUCATION, OPEN TO ALL PHYSICIANS IN THE COMMUNITY, INTENDED TO IMPROVE THE QUALITY OF CARE- EXPANDING THE FOCUS OF GRADUATE MEDICAL EDUCATION TO INCLUDE RESIDENCY AND FELLOWSHIP TRAINING IN PRIMARY CARE AND OUTPATIENT SERVICES- ALSO PROVIDE AN ACCREDITED RESIDENCY PROGRAM FOR PHARMACISTS, A SOCIAL WORK INTERNSHIP, AND MENTORING FOR PHARMACY STUDENTS THROUGH A COLLABORATION WITH MANY LOCAL SCHOOLS OF PHARMACYCLINICAL RESEARCH:CLINICAL OUTREACH - THE FOUNDATION IS WORKING CLOSELY WITH INTERNAL MEDICINE PHYSICIANS IN THE COMMUNITY TO PERFORM CLINICAL OUTREACH TO CO-MANAGE THEIR PATIENTS WITH DIABETES, CARDIOVASCULAR DISEASE, AND THOSE WHO TAKE PERSISTENT MEDICATIONS. CLINICAL OUTREACH INTENDING TO BENEFIT THE COMMUNITY IS CONDUCTED IN THE FOLLOWING AREAS:- ANTI-COAGULATION MANAGEMENT- ASTHMA- BLOOD PRESSURE CONTROL- CHOLESTEROL MANAGEMENT- CHRONIC DISEASE MANAGEMENT- CHRONIC HEPATITIS C MANAGEMENT- CONGESTIVE HEART FAILURE- CORONARY ARTERY DISEASE- DIABETES- MIGRAINE MANAGEMENT- STRATEGIES TO REDUCE THE COST OF CARE AND IMPROVE THE QUALITY OF CARE IN PHYSICIANS' OFFICES- WELLNESS AND PREVENTATIVE SCREENINGSCLINICAL TRIALS - THE FOUNDATION ALSO PARTICIPATES IN DEDICATING TIME TO RECRUITING AND TRACKING PATIENTS FOR INSTITUTIONAL REVIEW BOARD (IRB)-APPROVED CLINICAL TRIAL EFFORTS, PARTICULARLY AROUND THE HEMATOLOGY/ONCOLOGY SPECIALTY, STUDYING SUCH AREAS AS GASTROENTEROLOGICAL AND BREAST CANCERS. THESE CLINICAL TRIALS ARE PROGRAM-RELATED AS PATIENT CARE.IN ADDITION TO THE PROGRAMS SET FORTH ABOVE, THE FOUNDATION PARTICIPATES WITH THE MEDICAL CENTER IN OUTCOMES RESEARCH REGARDING THE QUALITY OF HEALTH CARE. THE DEVELOPMENT OF A VERTICALLY-INTEGRATED HEALTH CARE SYSTEM REQUIRES BOTH DOCUMENTATION OF AND IMPROVEMENT IN THE QUALITY OF CARE, SPECIFICALLY, THE CARE PROVIDED IN PHYSICIANS' OFFICES. ALTHOUGH THE QUALITY OF CARE PROVIDED IN HOSPITALS HAS BEEN MEASURED ON AN ONGOING BASIS FOR MANY YEARS, THERE WAS LESS KNOWN ABOUT THE QUALITY OF CARE PROVIDED IN PHYSICIANS' OFFICES. OUTCOMES RESEARCH WHICH QUANTIFIES THE QUALITY OF CARE PROVIDED IN THE PHYSICIANS' OFFICES OF THE FOUNDATION IS READILY AVAILABLE IN A VERTICALLY-INTEGRATED HEALTH CARE SYSTEM. THE FOUNDATION PROVIDES THE INFORMATION NECESSARY TO DRAMATICALLY IMPROVE SUCH CARE, WHICH BENEFITS THE COMMUNITY.5. PROVIDES CHARITY CARE: THE FOUNDATION PHYSICIANS ARE REQUIRED TO PARTICIPATE IN CHARITY HEALTH CARE PROGRAMS ESTABLISHED AND OPERATED BY THE FOUNDATION AND THE MEDICAL CENTER. THE EVENTUAL GOAL OF THE INTEGRATED HEALTH CARE DELIVERY SYSTEM IS FOR THE FOUNDATION'S CLINICS TO PROVIDE THE OUTPATIENT NEEDS OF THE INDIGENT IN THE COMMUNITY. CURRENTLY, THE MEDICAL CENTER PROVIDES INPATIENT AND OUTPATIENT SERVICES TO INDIGENT EMERGENCY ROOM PATIENTS WHO REQUIRE SUCH SERVICES. FOR THOSE PATIENTS UNABLE TO PAY, THE FOUNDATION PROVIDES THEM WITH CHARITY CARE DURING CLINIC HOURS IF THEY MEET PREDETERMINED CRITERIA. THE PHYSICIANS OF THE FOUNDATION ALSO PROVIDE INDIGENT CARE AT THE MEDICAL CENTER AS PART OF THEIR HOSPITAL STAFFING ASSISTANCE.THE FOUNDATION PROVIDES HEALTH CARE SERVICES TO MEDI-CAL AND MEDICARE PROGRAM BENEFICIARIES WITHOUT DISCRIMINATING. 527402799 1 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 1015 0 1 1543 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 15 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 0 0 0 CA X DEBORAH A BOTTEN 3104238473 15821 VENTURA BLVD STE 520 ENCINO CA 91436 JOHN BENDHEIM BOARD MEMBER 1.00 5.00 X 0 0 0 PETER E BRAVEMAN ESQ SECRETARY (2018) 5.00 60.00 X X 0 960581 255936 CAROLINE GOLDZWEIG MD MEDICAL DIRECTOR 60.00 0.00 X 178816 293193 73731 RICHARD B JACOBS SECRETARY (2019) 5.00 61.00 X X 0 2408242 289718 JOHN JENRETTE MD EXEC VICE PRESIDENT & CEO 26.00 39.00 X X 0 1526883 83735 MICHAEL L LANGBERG MD BOARD MEMBER 1.00 60.00 X 0 1938255 22123 THOMAS J LEANSE ESQ BOARD MEMBER 1.00 5.00 X 0 0 0 GENE LIU MD BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES A NATHAN BOARD MEMBER 1.00 0.00 X 0 0 0 LAWRENCE B PLATT BOARD MEMBER 1.00 7.00 X 0 0 0 THOMAS M PRISELAC CHAIRMAN AND PRESIDENT 1.00 79.00 X X 0 5614039 766587 EDWARD PRUNCHUNAS CHIEF FINANCIAL OFFICER 1.00 68.00 X X 0 2854535 393673 MARC H RAPAPORT BOARD MEMBER 1.00 22.00 X 0 0 0 THEODORE N STEIN MD BOARD MEMBER 1.00 0.00 X 0 0 0 GERALD WHITMAN MD BOARD MEMBER 1.00 0.00 X 0 59583 0 CYNTHIA LITT DECULUS VICE PRESIDENT 60.00 0.00 X 0 600472 109492 JILL MARTIN CHIEF OPERATING OFFICER 26.00 39.00 X 0 939602 51097 MARY CLARE LINGEL VICE PRESIDENT 60.00 0.00 X 0 616924 125749 JULIE SPENCER VICE PRESIDENT 60.00 0.00 X 0 408601 96841 LISA MAQUEIRA VICE PRESIDENT 60.00 0.00 X 0 398861 103679 PRASANNA MOHANTY VICE PRESIDENT 60.00 0.00 X 0 463195 21001 JONAS GREEN MD ASSOCIATE MEDICAL DIRECTOR 60.00 0.00 X 352489 0 33779 STEPHEN DEUTSCH MD FORMER OFFICER 60.00 0.00 X 450752 137654 173833 982057 19220620 2600974 196 1 1 0 CEDARS-SINAI MEDICAL GROUP 200 N ROBERTSON BL 101 BH CA 90211 PHYSICIAN SERVICES 75672688 KERLAN-JOBE ORTHOPAEDIC CLINIC 6801 PARK TERRACE LOS ANGELES CA 90045 PHYSICIAN SERVICES 20782895 INPATIENT SPECIALTY PRACTICES A MED GRP 200 N ROBERTSON BLVD BH CA 90211 PHYSICIAN SERVICES 13713688 BEVERLY PATHOLOGY INC 8700 BEVERLY BLVD STE TSB-290 LOS ANGELES CA 90048 PHYSICIAN SERVICES 13421598 CEDARS-SINAI MEDICAL CENTER 8700 BEVERLY BLVD LOS ANGELES CA 90048 MEDICAL CLAIMS 12324625 126 739061 739061 PATIENT CARE 621400 305678443 304994660 683783 PREMIUM REVENUE 621400 95391742 95391742 MEDICARE/MEDICAID PMT 621400 39701442 39701442 SUBLEASE INCOME 531120 206217 206217 440977844 650632 650632 442367537 440294061 683783 650632 X 604750 604750 99145657 93331785 5813872 3441638 3240991 200647 17653907 16623108 1030799 6560416 6177944 382472 4472064 4472064 267879296 265627037 2252259 95293 95293 2711597 2440437 271160 40645738 39019908 1625830 633567 633567 3021885 3021885 9395644 5402148 3993496 3638669 3638669 PATIENT CARE 65469204 65469204 BUILDING OPERATING EXP 4423090 4423090 PARKING 2613828 2613828 REPAIR & MAINT. SERVICE 1567342 1567342 9143426 8999749 143677 543117011 527402799 15714212 0 11648 11767 28607035 53630261 46234950 47522547 109250 94134 1753518 2372393 2346325 2845089 186415170 46651185 16093189 139763985 4255320 4597924 36505892 32512396 1144571 1156870 137061698 284507366 31397755 48508493 659740 187741 4255320 4597924 1525109 4384137 37837924 57678295 X 99223774 226829071 99223774 226829071 137061698 284507366 X -100749474 228354771 X X 0 1 X 1 0 X X 1 CEDARS-SINAI MEDICAL CENTER 951644600 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 163871917 29360387 134511530 22543253 17290798 5252455 139763985 DEFERRED TENANT IMPROVEMENT RECOVERY 2935444 DUE TO/FROM AFFILIATES 1448693 4384137 X PART IV, LINE 2B: IN CONNECTION WITH THE PURCHASE OF THREE PHYSICIAN PRACTICES IN DECEMBER 1993, OCTOBER 1995, AND DECEMBER 1996, THE FOUNDATION EXECUTED PROMISSORY NOTES FOR COVENANTS NOT-TO-COMPETE AND THE NONCASH CONSIDERATION OF THE PURCHASE PRICE. IN LIEU OF MAKING THE PAYMENTS IN ACCORDANCE WITH THE TERMS OF THE NOTES, THE PHYSICIAN PRACTICES AGREED TO HAVE THE FOUNDATION INVEST THE PAYMENT AMOUNTS IN LIFE INSURANCE POLICIES WHICH ARE VALUED AT CASH SURRENDER VALUE. PART X, LINE 2: THE FOLLOWING STATEMENT IS TAKEN FROM THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF CEDARS-SINAI HEALTH SYSTEM THAT INCLUDES THE FOUNDATION. THE CORPORATION COMPLETED AN ANALYSIS OF ITS TAX POSITIONS, IN ACCORDANCE WITH ASC 740, INCOME TAXES, AND DETERMINED THAT THERE ARE NO UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN. THE CORPORATION HAS RECOGNIZED NO INTEREST OR PENALTIES RELATED TO UNCERTAIN TAX POSITIONS. THE CORPORATION IS SUBJECT TO ROUTINE AUDITS BY THE TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. THE CORPORATION BELIEVES IT IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR YEARS PRIOR TO 2015. 0 1 0 0 0 0 0 0 0 PETER E BRAVEMAN ESQ SECRETARY (2018) 0 619806 0 259181 0 81594 0 222442 0 33494 0 1216517 0 0 CAROLINE GOLDZWEIG MD MEDICAL DIRECTOR 148358 221534 16418 35006 14040 36653 19672 41944 3868 8247 202356 343384 0 0 RICHARD B JACOBS SECRETARY (2019) 0 683498 0 338029 0 1386715 0 274340 0 15378 0 2697960 0 822708 JOHN JENRETTE MD EXEC VICE PRESIDENT & CEO 0 895270 0 363742 0 267871 0 59498 0 24237 0 1610618 0 0 MICHAEL L LANGBERG MD BOARD MEMBER 0 668442 0 679371 0 590442 0 8250 0 13873 0 1960378 0 300800 THOMAS M PRISELAC CHAIRMAN AND PRESIDENT 0 1683048 0 1207942 0 2723049 0 741876 0 24711 0 6380626 0 2187500 EDWARD PRUNCHUNAS CHIEF FINANCIAL OFFICER 0 852677 0 376759 0 1625099 0 369092 0 24581 0 3248208 0 912500 CYNTHIA LITT DECULUS VICE PRESIDENT 0 392944 0 110919 0 96609 0 95745 0 13747 0 709964 0 0 JILL MARTIN CHIEF OPERATING OFFICER 0 534372 0 231397 0 173833 0 38289 0 12808 0 990699 0 0 MARY CLARE LINGEL VICE PRESIDENT 0 380068 0 108305 0 128551 0 98201 0 27548 0 742673 0 0 JULIE SPENCER VICE PRESIDENT 0 274279 0 83487 0 50835 0 73236 0 23605 0 505442 0 0 LISA MAQUEIRA VICE PRESIDENT 0 265960 0 82010 0 50891 0 81308 0 22371 0 502540 0 0 PRASANNA MOHANTY VICE PRESIDENT 0 311272 0 95616 0 56307 0 10343 0 10658 0 484196 0 0 JONAS GREEN MD ASSOCIATE MEDICAL DIRECTOR 263667 0 53275 0 35547 0 12536 0 21243 0 386268 0 0 0 STEPHEN DEUTSCH MD FORMER OFFICER 338700 102066 80145 0 31907 35588 152545 0 21288 0 624585 137654 0 0 PART I, LINE 4B THERE ARE TWO NONQUALIFIED DEFERRED COMPENSATION PLANS IN WHICH ONE OR MORE OF THE LISTED PERSONS PARTICIPATE. THE FIRST PLAN IS A DEFERRED COMPENSATION PLAN. THIS IS A "GRANDFATHERED" TRADITIONAL DEFINED BENEFIT PLAN (NO NEW PARTICIPANTS HAVE BEEN ADDED SINCE 1986). THE BENEFIT FORMULA IS A PERCENTAGE OF THE HIGHEST FIVE YEARS AVERAGE ANNUAL SALARY TIMES THE NUMBER OF YEARS OF ELIGIBLE SERVICE, WITH A MAXIMUM CREDITED SERVICE OF 30 YEARS. THE SECOND PLAN IS A SUPPLEMENTAL RETIREMENT ALLOWANCE THAT IS PAYABLE DIRECTLY TO THE PARTICIPANTS EACH QUARTER. THE BENEFIT FORMULA FOR THIS PLAN HAS ANNUAL CONTRIBUTIONS THAT ARE EITHER A PERCENTAGE OF SALARY, OR ARE DESIGNED TO FUND A PERCENTAGE OF THE ESTIMATED FINAL 5-YEAR AVERAGE SALARY. IN ADDITION, THREE INDIVIDUALS HAVE RETENTION INCENTIVES WHICH HAD CLIFF-VESTING DATES IN 2018. THE FOLLOWING OFFICERS, DIRECTORS, KEY EMPLOYEES AND HIGHEST-COMPENSATED EMPLOYEES RECEIVED PAYMENTS DURING THE YEAR ENDED DECEMBER 31, 2018 RELATED TO ONE OR BOTH OF THE PLANS REFERENCED ABOVE. THESE PAYMENTS ARE INCLUDED IN SCHEDULE J, PART II AND ARE NOT INCREMENTAL PAYMENTS. PETER E. BRAVEMAN, ESQ. 67,066 CAROLINE GOLDZWEIG, MD 50,016 RICHARD B. JACOBS 1,324,367 JOHN JENRETTE, MD 203,588 MICHAEL LANGBERG, MD 367,279 THOMAS PRISELAC 2,612,809 EDWARD PRUNCHUNAS 1,614,072 CYNTHIA LITT DECULUS 93,757 JILL MARTIN 143,037 MARY CLARE LINGEL 118,437 JULIE SPENCER 50,385 LISA MAQUEIRA 48,750 PRASANNA MOHANTY 55,800 JONAS GREEN, MD 15,782 STEPHEN DEUTSCH, MD 58,064 FORM 990, PART III, LINE 4A, PROGRAM SERVICE ACCOMPLISHMENTS: (CONTINUED) 6. COMMITTED TO INCREASING ACCESS TO CARE AND COORDINATION OF CARE: THE FOUNDATION IS COMMITTED TO INCREASING ACCESS TO CARE, IMPROVING COORDINATION OF CARE IN ORDER TO REDUCE UNNECESSARY VARIATION AND UTILIZATION, AND IMPROVE PATIENT OUTCOMES. OUR PHYSICIANS, MANAGERS AND STAFF ARE COLLABORATING WITH COLLEAGUES ACROSS THE ENTIRE HEALTH SYSTEM, WITH THE MAJOR HEALTH PLANS, AND WITH COMMUNITY ORGANIZATIONS TO ACHIEVE THESE GOALS. SOME EXAMPLES OF THESE EFFORTS ARE: - OUR INITIATIVES ARE DESIGNED TO ENGAGE COMMUNITY PHYSICIANS IN PROJECTS TO ENSURE THAT PATIENTS ARE RECEIVING THE RIGHT CARE, AT THE RIGHT TIME, AT THE RIGHT PLACE, WITH THE RIGHT RESOURCES. - THE FOUNDATION IS REDESIGNING PRIMARY CARE TO ESTABLISH A MORE POPULATION-FOCUSED, PATIENT-CENTERED APPROACH TO CARE. BY CREATING A NEW CARE TEAM MODEL, PRIMARY CARE PHYSICIANS WILL IMPROVE THEIR ACCESS TO CARE, BE MORE PROACTIVE IN REACHING OUT TO PATIENTS FOR PREVENTIVE SERVICES, AND HAVE MORE TIME TO DEDICATE TO CHRONIC DISEASE MANAGEMENT. - CEDARS-SINAI MEDICAL CARE FOUNDATION IS SPONSORING THE IMPLEMENTATION OF A COMPREHENSIVE ELECTRONIC MEDICAL RECORD WITHIN ITS CLINICS, WITH THE PURPOSE OF IMPROVING PATIENT SAFETY, INCORPORATING EVIDENCE-BASED GUIDELINES, STREAMLINING OFFICE OPERATIONS, REDUCING DUPLICATIVE SERVICES, IMPROVING COORDINATION OF CARE AND MEETING FEDERAL REGULATIONS FOR ADOPTION OF ELECTRONIC HEALTH RECORDS. THIS IMPLEMENTATION WILL MEET ALL THE CRITERIA FOR "MEANINGFUL USE" AS DEFINED BY THE FEDERAL GOVERNMENT. CEDARS-SINAI MEDICAL CARE FOUNDATION ALSO OFFERS ITS PATIENTS A SECURE ONLINE PORTAL FOR IMPROVED ACCESS TO CARE AND SERVICES, BETTER SELF-MANAGEMENT, AND LOWER COST ALTERNATIVE OFFICE VISITS - CEDARS-SINAI MEDICAL CARE FOUNDATION HAS DEVELOPED AN ANALYTIC MODEL FOR IDENTIFYING ITS MOST FRAGILE PATIENTS. THESE PATIENTS HAVE DEDICATED CASE MANAGERS ENSURING THAT THEY ARE RECEIVING THEIR CARE IN A TIMELY MANNER IN THE MOST APPROPRIATE SETTING, AND THAT THEY ARE MAXIMIZING THE USE OF COMMUNITY RESOURCES. WE ALSO HAVE A SYSTEM TO MONITOR SEVERAL HEALTH INDICATORS THROUGH THE USE OF BIOMETRIC EQUIPMENT IN PATIENTS' HOMES. THE GOAL IS TO REDUCE THESE PATIENTS' NEED FOR HIGH COST EMERGENCY AND INPATIENT SERVICES - CEDARS-SINAI IS DEDICATING RESOURCES TO EVALUATE THE MOST COMMON CAUSES FOR READMISSION AND CREATING NEW PROGRAMS AND SERVICES TO ADDRESS THE NEEDS OF THIS POPULATION OF PATIENTS. CEDARS-SINAI MEDICAL CARE FOUNDATION FULLY SUPPORTS THE AFFORDABLE CARE ACT, AS DEMONSTRATED BY ITS PARTICIPATION IN THE MEDICARE SHARED SAVINGS PROGRAM, FOUR COMMERCIAL ACCOUNTABLE CARE ORGANIZATIONS, AND THE CALIFORNIA EXCHANGE, COVERED CALIFORNIA. CEDARS-SINAI MEDICAL CARE FOUNDATION OFFERS COMMUNITY NONPROFIT ORGANIZATIONS TRAINING ON SENIOR SENSITIVITY, ADVANCE DIRECTIVES, FALL RISK PREVENTION AND OTHER TOPICS THAT ENABLE THEM TO FULFILL THEIR MISSION. WE COLLABORATE WITH NONPROFIT ORGANIZATIONS TO SUPPORT AGING IN PLACE INITIATIVE. CEDARS-SINAI IS ONE OF THE ONLY IRB CERTIFIED SITES IN LOS ANGELES COUNTY TO PROVIDE STAMARIL (YELLOW FEVER VACCINE) TO MEMBERS OF THE COMMUNITY. CEDARS-SINAI MEDICAL CARE FOUNDATION PROVIDES A ROBUST INFRASTRUCTURE OF CARE COORDINATION FOR ALL THE PATIENTS IT SERVES, REGARDLESS OF PAYER ARRANGEMENT, INCLUDING CARE MANAGEMENT, SOCIAL WORK SERVICES, HOUSE CALLS, DISEASE MANAGEMENT AND SUPPORTIVE CARE MEDICINE. THESE SERVICES ARE ALSO PROVIDED TO MEMBERS OF THE COMMUNITY WHO APPEAR TO BE USING THE EMERGENCY DEPARTMENT AT CEDARS-SINAI MEDICAL CENTER FOR PRIMARY CARE. THESE PATIENTS ARE TYPICALLY UNINSURED, HOMELESS, OR OTHERWISE MEDICALLY OR SOCIALLY FRAGILE. CEDARS-SINAI MEDICAL CARE FOUNDATION HAS A DEDICATED CARE MANAGER WHO REACHES OUT TO THEM AND CONNECTS THEM TO CEDARS-SINAI MEDICAL CARE FOUNDATION OR OTHER COMMUNITY RESOURCES. CEDARS-SINAI MEDICAL CARE FOUNDATION PROVIDES INSERVICES FREE OF CHARGE FOR 9 LOCAL SKILLED NURSING FACILITIES. CEDARS-SINAI MEDICAL CARE FOUNDATION ALSO PROVIDES A MONTHLY ADVANCE CARE PLANNING CLASS, AND A QUARTERLY CAREGIVER SUPPORT GROUP. FORM 990, PART VI, SECTION A, LINE 6 CEDARS-SINAI MEDICAL CENTER IS THE SOLE CORPORATE MEMBER OF CEDARS-SINAI MEDICAL CARE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7A CEDARS-SINAI MEDICAL CENTER, AS THE SOLE CORPORATE MEMBER, CAN ELECT BOARD OF DIRECTORS TO CEDARS-SINAI MEDICAL CARE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7B RESERVED RIGHTS OF CEDARS-SINAI MEDICAL CENTER, THE SOLE CORPORATE MEMBER OF THE FOUNDATION. THE FOLLOWING ACTIONS MUST BE APPROVED OR ACTED UPON BY CEDARS-SINAI MEDICAL CENTER BEFORE BECOMING EFFECTIVE: (A) ANY SALE OR OTHER DISPOSITION OF ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF THE FOUNDATION; (B) ANY MERGER OR AFFILIATION OF THE FOUNDATION WITH ANY PERSON OR ENTITY OTHER THAN THE MEMBER; (C) ANY AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE FOUNDATION; (D) CONDUCTING ANY HOSPITAL BUSINESS, OR ANY NON-HEALTHCARE BUSINESS, OR OWNERSHIP OF ANY DIRECT OR INDIRECT INTEREST IN ANY HOSPITAL; (E) ANY ACT OR OMISSION WHICH CREATES ANY MATERIAL RISK TO THE MEMBER'S TAX-EXEMPT STATUS, OR CREATES ANY MATERIAL RISK OF A VIOLATION OF ANY STATE OR FEDERAL LAWS; (F) DISSOLUTION OF THE FOUNDATION OR THE FILING OF ANY BANKRUPTCY PETITION; (G) CREATION OF ANY NEW CORPORATION, PARTNERSHIP OR ASSOCIATION; (H) ACQUISITION OF OR THE INVESTMENT IN A NEW OPERATING BUSINESS; (I) ENTERING INTO ANY PARTNERSHIPS OR JOINT VENTURES; (J) ADOPTION OF OR CHANGES TO OPERATING OR CAPITAL BUDGETS, OR THE ADOPTION OF OR CHANGES TO LONG-RANGE AND STRATEGIC PLANS; (K) UNBUDGETED CAPITAL EXPENDITURES OVER $25,000; (L) LOANS, BORROWINGS OR GUARANTEES IN EXCESS OF $100,000, UNLESS APPROVED IN THE BUDGET; (M) ANY SECURITY INTERESTS OR MORTGAGES ON THE PROPERTY OF FOUNDATION; (N) OPERATING OR CAPITAL LEASES WHERE THE TERM IS OVER FIVE YEARS OR THE TOTAL OBLIGATION UNDER THE LEASE EXCEEDS $100,000, UNLESS APPROVED IN THE BUDGET; (O) TERMINATION OR APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER OF THE FOUNDATION; OR (P) TERMINATION OR SELECTION OF THE AUDITORS OF THE FOUNDATION. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S FORM 990 UNDERGOES AN INTENSE AND HIGHLY COMPREHENSIVE REVIEW PROCESS. THE REVIEW INVOLVES VARIOUS MANAGEMENT PERSONNEL AND A BIG FOUR ACCOUNTING FIRM. A MULTI-LEVEL REVIEW IS PERFORMED WITHIN THE FINANCE DEPARTMENT INCLUDING REVIEW BY THE SENIOR VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER. ADDITIONALLY, THE COMPENSATION INFORMATION IS REVIEWED BY THE SENIOR VICE-PRESIDENT OF HUMAN RESOURCES AND THE COMPENSATION COMMITTEE. THE FORM 990 IS THEN PRESENTED AT A BOARD OF DIRECTORS' MEETING ALLOWING THE ENTIRE BOARD THE OPPORTUNITY TO REVIEW AND DISCUSS THE INFORMATION REPORTED. FORM 990, PART VI, SECTION B, LINE 12C: CONFLICT OF INTEREST POLICY STATEMENT: A. THE BOARD OF DIRECTORS OF CEDARS-SINAI MEDICAL CARE FOUNDATION (THE "FOUNDATION") DEEMS IT APPROPRIATE TO ADOPT A POLICY REGARDING FULL, COMPLETE AND ACCURATE DISCLOSURE OF CONFLICTS OF INTEREST BY "COVERED INDIVIDUALS" (AS DEFINED BELOW). POTENTIAL CONFLICTS OF INTEREST ARE REQUIRED TO BE COMPLETELY AND ACCURATELY DISCLOSED TO AVOID POTENTIAL DAMAGE TO THE FOUNDATION FROM ACTIVITIES, INTERESTS, RELATIONSHIPS AND SITUATIONS THAT MIGHT COMPROMISE OR BE PERCEIVED TO COMPROMISE THE INTERESTS OF THE FOUNDATION OR ITS "AFFILIATED ORGANIZATIONS" (AS DEFINED BELOW). B. THE BOARD OF DIRECTORS DEEMS IT APPROPRIATE TO ADOPT THIS POLICY BECAUSE: 1. THERE EXISTS A FIDUCIARY RELATIONSHIP WHICH REQUIRES A STRICT DUTY OF LOYALTY AND FIDELITY BY AND BETWEEN THE FOUNDATION AND COVERED INDIVIDUALS. 2. IT IS THE RESPONSIBILITY OF COVERED INDIVIDUALS TO ADMINISTER AND DISCHARGE THEIR RESPECTIVE OBLIGATIONS AND RESPONSIBILITIES HONESTLY AND ECONOMICALLY, EXERCISING THEIR BEST CARE, SKILL AND JUDGMENT FOR THE BENEFIT OF THE FOUNDATION. PURPOSE: THE PURPOSE OF THIS POLICY IS TO PROVIDE CLEAR AND CONSISTENT GUIDANCE TO COVERED INDIVIDUALS ON THE OBLIGATION TO REPORT VARIOUS TYPES OF INTERESTS IDENTIFIED IN THIS POLICY. DEFINITIONS OF KEY TERMS AND CONCEPTS: A. AFFILIATED ORGANIZATIONS : AFFILIATED ORGANIZATIONS INCLUDE ENTITIES OWNED, CONTROLLED OR MANAGED BY THE FOUNDATION. B. COVERED INDIVIDUALS: * MEMBERS OF THE FOUNDATION'S BOARD OF DIRECTORS; * MEMBERS OF BOARD COMMITTEES; * OFFICERS AND KEY PERSONNEL; * ANY OTHER INDIVIDUALS IDENTIFIED BY THE CHAIRPERSON OF THE BOARD OF DIRECTORS, THE BOARD OF DIRECTORS, OR THE EXECUTIVE DIRECTOR. C. RELATIVES : FOR PURPOSES OF THIS POLICY, "RELATIVES" ARE DEFINED AS: AN INDIVIDUAL'S SPOUSE, INCLUDING COMMON LAW SPOUSES AND SAME-SEX PARTNERS, ANCESTORS, CHILDREN, GRANDCHILDREN, GREAT-GRANDCHILDREN, SIBLINGS (BROTHERS AND SISTERS), FATHER, MOTHER, SISTER, BROTHER, IN-LAWS, GRANDPARENTS, OR ANY OF THESE IN A STEP RELATIONSHIP OR THROUGH LEGAL ADOPTION. D. CONFLICT OF INTEREST: A CONFLICT OF INTEREST CAN BE CONSIDERED TO EXIST IN ANY INSTANCE WHEN THE ACTIONS OR ACTIVITIES OF ANY COVERED INDIVIDUAL: HAS A REAL OR POTENTIALLY NEGATIVE IMPACT UPON THE INTERESTS OF THE FOUNDATION; OR INVOLVE THE OBTAINING BY A COVERED INDIVIDUAL OF A GAIN OR ADVANTAGE; OR WHICH RESULT IN AN ADVERSE EFFECT PER POLICY. THE FOUNDATION RESERVES THE RIGHT TO DETERMINE IF OTHER ACTS OR OMISSIONS RISE TO THE LEVEL OF A CONFLICT OF INTEREST AND TO REQUIRE THEIR DISCLOSURE. POLICY IMPLEMENTATION: A. A FULL WRITTEN DISCLOSURE OF ANY TRANSACTIONS OR BUSINESS AFFILIATIONS WHICH MAY CONSTITUTE A CONFLICT OF INTEREST MUST BE MADE TO THE BOARD OF DIRECTORS (THROUGH THE OFFICE OF THE EXECUTIVE DIRECTOR) BY EACH COVERED INDIVIDUAL. SUCH TRANSACTIONS OR BUSINESS AFFILIATIONS INCLUDE, BUT ARE NOT LIMITED TO, ALL OUTSIDE PROFESSIONAL ARRANGEMENTS RESULTING IN THE RECEIPT OF DIRECT OR INDIRECT REMUNERATION OF ANY KIND. THE NATURE OF DISCLOSURES, TRANSACTIONS, BUSINESS AFFILIATIONS OR OTHER SITUATIONS THAT MAY CONSTITUTE A CONFLICT OF INTEREST WILL BE DETERMINED BY THE FOUNDATION FROM TIME TO TIME. IN THIS REGARD, IT IS THE COVERED INDIVIDUAL'S DUTY TO DISCLOSE ANY AND ALL OUTSIDE INTERESTS AND ACTIVITIES INDICATED BY THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE OR BY CONFLICT OF INTEREST GUIDANCE ISSUED BY THE EXECUTIVE DIRECTOR UNDER THE TERMS OF PARAGRAPH J BELOW. COVERED INDIVIDUALS SHOULD NOT JUDGE ON THEIR OWN WHETHER SUCH INTERESTS OR ACTIVITIES CONSTITUTE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST AS DEFINED ABOVE. B. NO MEMBER OF THE BOARD OF DIRECTORS SHOULD RECEIVE, DIRECTLY OR INDIRECTLY, ANY COMPENSATION WHATSOEVER FROM THE FOUNDATION FOR HIS OR HER SERVICE AS A MEMBER OF THE BOARD, ALTHOUGH ACTUAL EXPENSES MAY BE REIMBURSED. C. THE FOUNDATION SHOULD NOT ENTER INTO ANY TRANSACTION OR CONTRACT WITH A COVERED INDIVIDUAL UNLESS THE FOLLOWING FACTS ARE ESTABLISHED TO THE SATISFACTION OF A MAJORITY OF THE BOARD OF DIRECTORS: 1. THERE HAS BEEN FULL DISCLOSURE OF THE EXISTENCE AND NATURE OF THE INTEREST OF THE PERSON INVOLVED; 2. THE FOUNDATION HAS ENTERED INTO THE TRANSACTION FOR ITS OWN BENEFIT; 3. THE TRANSACTION WAS FAIR AND REASONABLE TO THE FOUNDATION AT THE TIME IT ENTERED INTO THE TRANSACTION, AND THE BOARD OF DIRECTORS OBTAINS REASONABLE ASSURANCES AND REASONABLY EXPECTS THAT THE TRANSACTION WILL REMAIN FAIR AND REASONABLE DURING ITS COURSE; 4. PRIOR TO CONSUMMATING THE TRANSACTION, OR ANY PART THEREOF, THE BOARD OF DIRECTORS HAS AUTHORIZED OR APPROVED THE TRANSACTION, IN GOOD FAITH, AT A DULY HELD MEETING BY A VOTE OF A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS THEN IN OFFICE (EXCLUDING ANY MEMBER OF THE BOARD OF DIRECTORS WHO IS INTERESTED IN THE TRANSACTION) AND WITH KNOWLEDGE OF THE MATERIAL FACTS CONCERNING THE TRANSACTION AND THE PERSON'S INTEREST IN THE TRANSACTION. (INTERESTED DIRECTORS MAY BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD OF DIRECTORS WHICH AUTHORIZES, APPROVES, OR RATIFIES A CONTRACT OR TRANSACTION.) 5. PRIOR TO AUTHORIZING OR APPROVING THE TRANSACTION, THE BOARD OF DIRECTORS CONSIDERED, AND IN GOOD FAITH DETERMINED AFTER REASONABLE INVESTIGATION UNDER THE CIRCUMSTANCES, THAT THE FOUNDATION COULD NOT HAVE OBTAINED A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES. 6. THE BOARD OF DIRECTORS DELEGATES ITS AUTHORITY UNDER PARAGRAPH C TO THE EXECUTIVE DIRECTOR IN THE CASE OF TRANSACTIONS AND/OR CONTRACTS WITH INDIVIDUALS WHO ARE NOT BOARD MEMBERS OR MEMBERS OF BOARD COMMITTEES BUT WHO ARE OTHERWISE OBLIGATED UNDER THIS POLICY TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST. D. THE REQUIREMENTS OF PARAGRAPH C ABOVE DO NOT APPLY TO ANY TRANSACTION OR CONTRACT APPROVED OR AUTHORIZED BY THE BOARD OF DIRECTORS, IN GOOD FAITH AND WITHOUT UNJUSTIFIED FAVORITISM, AS PART OF A PUBLIC OR CHARITABLE PROGRAM OF THE FOUNDATION EVEN THOUGH THE TRANSACTION OR CONTRACT RESULTS IN A BENEFIT TO ONE OR MORE DIRECTORS OR THEIR FAMILIES BECAUSE THEY ARE IN THE CLASS OF PERSONS INTENDED TO BE BENEFITED BY THE PUBLIC OR CHARITABLE PROGRAM. E. IF IT IS NOT REASONABLY PRACTICABLE TO OBTAIN APPROVAL OF THE BOARD OF DIRECTORS PRIOR TO ENTERING INTO A TRANSACTION OR CONTRACT DESCRIBED IN PARAGRAPH C ABOVE, THE FOLLOWING MUST OCCUR: (A) APPROVAL OF THE TRANSACTION BY THE BOARD OF DIRECTORS IN A MANNER CONSISTENT WITH THE STANDARDS SET FORTH IN PARAGRAPH C, PARTS 1 THROUGH 6; AND (B) RATIFICATION OF THE TRANSACTION OR CONTRACT BY THE BOARD OF DIRECTORS, AFTER DETERMINING IN GOOD FAITH THAT THE CONDITIONS OF PARAGRAPH C, PARTS 1 THROUGH 6 HAVE BEEN SATISFIED, AT ITS NEXT MEETING BY A VOTE OF THE MAJORITY OF THE DIRECTORS THEN IN OFFICE WITHOUT COUNTING THE VOTE OF THE INTERESTED DIRECTOR OR DIRECTORS. F. NO SPOUSE OR ECONOMIC DEPENDENT OF ANY LOS ANGELES COUNTY ("COUNTY") EMPLOYEE MAY BE EMPLOYED IN ANY CAPACITY BY THE FOUNDATION IF THE COUNTY EMPLOYEE HAS ANY INFLUENCE IN THE AWARDING OF A COUNTY CONTRACT WITH THE FOUNDATION. NO OFFICER OR EMPLOYEE OF THE FOUNDATION WHO MAY BENEFIT FROM A COUNTY CONTRACT WITH THE FOUNDATION MAY IN ANY WAY PARTICIPATE IN THE COUNTY'S APPROVAL, ONGOING EVALUATION, OR ATTEMPT TO INFLUENCE THE COUNTY'S APPROVAL OR ONGOING EVALUATION. FORM 990, PART VI, SECTION B, LINE 12C G. RELATIVES, AS DEFINED IN DEFINITIONS OF KEY TERMS AND CONCEPTS OF THIS POLICY, MAY NOT BE HIRED OR CONTINUE EMPLOYMENT AT THE FOUNDATION WITHOUT DISCLOSURE OF THE POTENTIAL CONFLICT OF INTEREST AND WITHOUT THE EXPRESS WRITTEN APPROVAL OF THE FOUNDATION'S EXECUTIVE DIRECTOR (OR THE CHAIRPERSON OF THE BOARD OF DIRECTORS IN THE EVENT THAT RELATIVES OF THE FOUNDATION'S EXECUTIVE DIRECTOR ARE INVOLVED) WHEN: (A) THEY HAVE A SUPERVISORY RELATIONSHIP WITH EACH OTHER; (B) THEY HAVE THE SAME IMMEDIATE SUPERVISOR; (C) THEY WORK IN THE SAME DEPARTMENT OR UNIT; OR (D) THERE IS A SUBSTANTIAL PROBABILITY OF REGULAR PERSONAL CONTACT IN OR RELATING TO THE BUSINESS OF THE FOUNDATION OR SUBSTANTIAL POTENTIAL FOR CONFLICTS OF INTEREST. RELATIVES OF MEMBERS OF THE BOARD OF DIRECTORS SHALL NOT BE HIRED IN ANY CAPACITY AT THE FOUNDATION UNLESS THE EMPLOYEE WAS HIRED BEFORE THE DATE THE RELATIVE BECAME A MEMBER OF THE BOARD OF DIRECTORS. THE FOUNDATION RESERVES THE RIGHT TO DETERMINE THAT OTHER RELATIONSHIPS THAT ARE NOT SPECIFICALLY COVERED BY THIS POLICY REPRESENT ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AS WELL. IN ANY CASE WHERE THE FOUNDATION DETERMINES, IN ITS SOLE DISCRETION THAT A RELATIONSHIP BETWEEN TWO INDIVIDUALS ASSOCIATED WITH THE FOUNDATION PRESENTS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE FOUNDATION MAY TAKE WHATEVER ACTION IT DETERMINES TO BE APPROPRIATE TO AVOID THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST. H. THOSE INDIVIDUALS COVERED BY THIS POLICY ARE PRECLUDED FROM HOLDING AN OWNERSHIP INTEREST IN, SERVING AS A MEMBER OF THE GOVERNING BODY OF, OR PROVIDING DIRECT CONSULTATIVE SERVICES TO ANY OTHER PHYSICIAN FOUNDATION, PHYSICIAN PROFESSIONAL CORPORATION OR MEDICAL GROUP, OR SIMILAR ORGANIZATION THAT HAS OPERATIONS IN GEOGRAPHIC AREAS SERVED BY THE FOUNDATION, EXCEPT IN SUCH SITUATIONS WHICH THE BOARD OF DIRECTORS DETERMINES THAT SUCH INVOLVEMENT WILL RESULT IN DIRECT, SUBSTANTIAL AND BENEFICIAL ADVANTAGE TO THE FOUNDATION. THE INITIAL STANDARD FOR DETERMINING THE GEOGRAPHIC AREA SERVED BY THE FOUNDATION SHALL BE A 10-MILE RADIUS FROM ANY FACILITY OWNED OR SUBSTANTIALLY MANAGED BY THE FOUNDATION. I. ANY DISCLOSED INTEREST OR ACTIVITY APPROVED AS "MANAGED" BY THE BOARD OF DIRECTORS PURSUANT TO THE CONFLICT OF INTEREST POLICY MUST BE REVIEWED ON AN ANNUAL BASIS TO ASSURE THAT CIRCUMSTANCES HAVE NOT CHANGED TO ALTER THE APPROVAL. J. THE EXECUTIVE DIRECTOR, OR HIS/HER DESIGNEE, WILL REGULARLY PROVIDE GUIDANCE AND DIRECTION ON THE TYPES OF FINANCIAL INTERESTS AND PROFESSIONAL ACTIVITIES THAT SHOULD BE REPORTED BY COVERED INDIVIDUALS IN THEIR ANNUAL DISCLOSURES AS REQUIRED UNDER THIS POLICY, OR IN OTHER INSTANCES WHERE DISCLOSURE OF SUCH INTERESTS AND ACTIVITIES ARE ALSO REQUIRED. K. FULL DISCLOSURE OF ANY SITUATION IN DOUBT SHOULD BE MADE SO AS TO PERMIT AN IMPARTIAL AND OBJECTIVE DETERMINATION. ACTIVITIES WHICH HAVE BEEN REPORTED IN PAST YEARS MUST BE REPORTED AGAIN SO LONG AS THE UNDERLYING ACTIVITY CONTINUES. THE DISCLOSURE RELATES NOT ONLY TO THE INTERESTS AND ACTIVITIES OF COVERED INDIVIDUALS, BUT ALSO TO THE INTERESTS AND ACTIVITIES OF THE RELATIVES OF COVERED INDIVIDUALS AS DEFINED ABOVE. POLICY COMPLIANCE: A. THE EXECUTIVE DIRECTOR SHALL BE PROMPTLY NOTIFIED OF ANY VIOLATIONS OF THIS POLICY ON CONFLICTS OF INTEREST. APPROPRIATE ADMINISTRATIVE ACTION WILL BE TAKEN AGAINST ANY INDIVIDUAL WHO VIOLATES THIS POLICY ON CONFLICTS OF INTEREST. SUCH ADMINISTRATIVE ACTION WILL BE TAKEN BY THE EXECUTIVE DIRECTOR WITH RESPECT TO OFFICERS AND KEY PERSONNEL, AND BY THE BOARD OF DIRECTORS WITH RESPECT TO MEMBERS OF THE BOARD OR MEMBERS OF BOARD COMMITTEES. ADMINISTRATIVE ACTIONS MAY INCLUDE ORAL ADMONISHMENT, WRITTEN REPRIMAND, DISCIPLINE, REASSIGNMENT, DEMOTION, SUSPENSION, REMOVAL, TERMINATION, OR SEPARATION. THE FOUNDATION RESERVES THE RIGHT TO PURSUE OTHER ACTION AGAINST ANYONE WHO VIOLATES THIS POLICY TO THE DETRIMENT OF THE FOUNDATION. B. A COPY OF THIS POLICY SHALL BE DELIVERED ANNUALLY TO EACH COVERED INDIVIDUAL, TOGETHER WITH A REQUEST THAT EACH PERSON COMPLETE AND DELIVER TO THE BOARD OF DIRECTORS THROUGH THE OFFICE OF THE EXECUTIVE DIRECTOR CONFLICT OF INTEREST-RELATED DISCLOSURES ON A CONFLICT OF INTEREST QUESTIONNAIRE APPROVED BY THE EXECUTIVE DIRECTOR, OR HIS/HER DESIGNEE. CHANGES REQUIRED BY LAW OR OF A NON-MATERIAL NATURE MAY BE APPROVED BY THE EXECUTIVE DIRECTOR, OR HIS/HER DESIGNEE. CHANGES APPROVED BY THE EXECUTIVE DIRECTOR MUST BE REPORTED TO THE BOARD OF DIRECTORS AT ITS NEXT REGULARLY SCHEDULED MEETING SUBSEQUENT TO THE CHANGES TAKING EFFECT. C. THE END USERS OF THIS POLICY ARE ALL COVERED INDIVIDUALS, AS DEFINED IN THIS POLICY. D. IMPLEMENTATION OF THIS POLICY WILL INCLUDE (I) PERIODIC COMMUNICATIONS TO END-USERS OF THE POLICY'S PROVISIONS; AND (II) A SCHEDULED REVIEW OF THE POLICY'S TERMS AND ENFORCEMENT. E. THIS POLICY MAY BE REVISED DURING ITS SCHEDULED REVIEW OR AT ANY TIME NEEDED. REQUIRED REVIEW: IMPLEMENTATION OF THIS POLICY IS SUBJECT TO REVIEW AND APPROVAL BY THE FOUNDATION'S BOARD OF DIRECTORS. THE EXECUTIVE DIRECTOR SHALL REPORT ANNUALLY TO THE CEDARS-SINAI MEDICAL CENTER'S BOARD OF DIRECTORS' AUDIT COMMITTEE THE RESULTS OF EACH ANNUAL CONFLICT OF INTEREST REVIEW. DELEGATED ASSISTANCE: THE EXECUTIVE DIRECTOR MAY DELEGATE MANAGEMENT OF THE FOUNDATION'S CONFLICT OF INTEREST POLICY TO THE CEDARS-SINAI MEDICAL CENTER'S INTERNAL AUDIT DEPARTMENT OR SEEK ASSISTANCE THEREFROM ON A PERIODIC BASIS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION POSTS ITS CORPORATE COMPLIANCE PROGRAM PLAN ON ITS WEBSITE. THE CORPORATE COMPLIANCE PROGRAM PLAN OUTLINES THE STANDARDS OF CONDUCT FOR THE GOVERNING BOARD AND ALL EMPLOYEES. ADDITIONALLY, THE ORGANIZATION'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS ARE ATTACHED TO ITS CORPORATE MEMBER'S FORM 990. FORM 990, PART IX, LINE 11G PSA REIMBURSEMENTS: PROGRAM SERVICE EXPENSES 174,556,175. MANAGEMENT AND GENERAL EXPENSES 1,763,193. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 176,319,368. MEDICAL EXPENSES - CLAIMS & CAP: PROGRAM SERVICE EXPENSES 41,298,813. MANAGEMENT AND GENERAL EXPENSES 417,160. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 41,715,973. OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 25,291,345. MANAGEMENT AND GENERAL EXPENSES 71,906. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 25,363,251. MD BENEFITS & OTHER RELATED EXPENSES : PROGRAM SERVICE EXPENSES 22,852,768. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 22,852,768. TRANSCRIPTION SERVICES: PROGRAM SERVICE EXPENSES 1,108,260. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,108,260. ANSWERING SERVICES: PROGRAM SERVICE EXPENSES 519,676. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 519,676. FORM 990, PART XI, LINE 9: TRANSFER FROM AFFILIATES (CSMC) 228,354,771. FORM 990, PART XII, LINE 2C THE FOUNDATION'S FINANCIAL STATEMENTS WERE AUDITED ON A CONSOLIDATED BASIS WITH ITS PARENT FOR FISCAL YEAR ENDED JUNE 30, 2019. THE OVERSIGHT OF THE AUDIT WAS PERFORMED BY ITS PARENT'S AUDIT COMMITTEE. 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