2019-11-14T17:18:15-06:00 2018-12-31 ERNST & YOUNG US LLP 2 N CENTRAL AVE SUITE 2300 PHOENIX AZ 85004 990 2018-01-01 510172285 EAST BAY PERINATAL CENTER % CARLA WHITE-SNYDER EAST 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 PATTI PILGRIM CFO 9162866665 2019-10-29 true PATRICK SHIELDS P01508556 6023223000 164.57.159.253 68127220193185000036 2019-11-14 P C8EB7D7F4A43AD7C11A3CC780D94EAED606DA475 F5A1F3592EC3B115BD8230DC456D92FEA599413E 2018 2020-03-31 21:24:44Z ROSE CALHAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 182780 false X WWW.SUTTERHEALTH.ORG X 1975 CA SEE SCHEDULE O 3 2 12 0 0 0 0 0 325483 180215 3147 2565 0 0 328630 182780 0 0 0 0 785291 799197 0 0 0 1341093 2016236 2126384 2815433 -1797754 -2632653 291637 78675 442492 581193 -150855 -502518 X SEE SCHEDULE O false false 2556217 0 180215 SEE SCHEDULE O 2556217 true false false false false false false false false false true false false false false true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 0 0 12 true false false false false false false false false false false false false X 3 2 false false false false true true true true true false false false true true true true true true true false CA X CARLA WHITE-SNYDER 9162866665 9100 FOOTHILLS BOULEVARD ROSEVILLE CA 95747 X CAROL D'ONOFRIO PHD TRUSTEE 1.0 0.0 X 0 0 0 THOMAS G DRESE TRUSTEE 1.0 1.0 X 0 0 0 ROSE CALHAN TRUSTEE, PRESIDENT EBPC 2.0 40.0 X X 0 392733 54061 KIMBERLY PEERY DEPUTY GEN COUNSEL, SEC EBPC 1.0 40.0 X 0 298577 27685 PATTI PILGRIM CFO, ABSMC 1.0 40.0 X 0 396033 54504 ANNE BARR VP, INFO & OPS, SH BAY AREA 1.0 40.0 X 0 570235 78837 GERALD KOZAI CEO, ABSMC (PART YEAR) 1.0 40.0 X 0 280855 74336 DENISE NAVELLIER CHIEF NURSING EXEC (PART YEAR) 1.0 40.0 X 0 305814 44830 CHARLES PROSPER CEO, ABSMC (PART YEAR) 1.0 40.0 X 0 831559 86926 NICOLE TURCK CHIEF NURSING EXEC (PART YEAR) 1.0 40.0 X 0 240402 34218 LAURA AHN NURSE PRACTITIONER/CNM 40.0 0.0 X 170921 0 33364 AARON ADAMS VP, Ent Trans/SIS, Bay Area 0.0 40.0 X 0 220053 4442 GREGORY BROWN VP & REGIONAL COUNSEL EBR 0.0 40.0 X 0 381469 67115 STEPHEN O'BRIEN MD FORMER PRESIDENT EBPC 0.0 0.0 X 0 170603 0 170921 4088333 560318 1 true true false CHG COMPANIES INC PO BOX 972625 DALLAS TX 753972625 Healthcare Staff svc 525044 OBHG CALIFORNIA PC 10 CENTIMETERS DR MAULDIN SC 29662 Physician Services 388352 RIGHTSOURCING INC 999 STEWART AVE STE 100 BETHPAGE NY 117143632 Staffing Services 126256 3 0 PATIENT SERVICE REVENUE 623000 180215 180215 180215 2565 2565 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 182780 180215 2565 0 0 0 0 0 0 0 0 515579 467988 47591 0 0 0 241625 219322 22303 0 41993 38117 3876 0 0 0 0 0 0 0 0 0 0 0 1504 1504 0 903676 838468 65208 0 0 17298 16048 1250 0 107734 60331 47403 0 0 0 190069 171296 18773 0 49 49 0 0 0 1142 1142 0 0 0 0 0 6349 6349 1575 1575 PURCHASED SERVICES 704574 704574 SYSTEM ALLOCATIONS 63760 14027 49733 MEDICAL SUPPLIES 17701 17701 MEALS 484 484 321 321 2815433 2556217 259216 0 0 0 238068 0 0 0 47536 38981 0 0 0 0 0 0 0 0 0 0 160987 122746 3900 38241 0 0 0 0 0 0 0 0 2133 1453 291637 78675 442492 578856 0 0 0 2337 0 0 0 0 0 0 0 0 0 0 0 0 442492 581193 X -150855 -502518 0 0 0 0 -150855 -502518 291637 78675 X -2632653 4435 2276555 X false true X true false X 8004 8004 152983 114742 38241 38241 0 0 X SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2015 THROUGH 2017 REMAIN OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2018 AND 2017, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. X X X X true true false false false false false true false ROSE CALHAN TRUSTEE, PRESIDENT EBPC 0 360044 0 0 0 32689 0 39505 0 14556 0 446794 0 21306 KIMBERLY PEERY DEPUTY GEN COUNSEL, SEC EBPC 0 269841 0 27926 0 810 0 13843 0 13842 0 326262 0 0 PATTI PILGRIM CFO, ABSMC 0 330726 0 59845 0 5462 0 35705 0 18799 0 450537 0 0 ANNE BARR VP, INFO & OPS, SH BAY AREA 0 410490 0 127737 0 32008 0 59422 0 19415 0 649072 0 24125 GERALD KOZAI CEO, ABSMC (PART YEAR) 0 257962 0 21500 0 1393 0 68227 0 6109 0 355191 0 0 DENISE NAVELLIER CHIEF NURSING EXEC (PART YEAR) 0 254466 0 24831 0 26517 0 31538 0 13292 0 350644 0 21027 CHARLES PROSPER CEO, ABSMC (PART YEAR) 0 180350 0 0 0 651209 0 77080 0 9846 0 918485 0 123315 NICOLE TURCK CHIEF NURSING EXEC (PART YEAR) 0 107052 0 24701 0 108649 0 24683 0 9535 0 274620 0 77702 LAURA AHN NURSE PRACTITIONER/CNM 168926 0 0 0 1995 0 8666 0 24698 0 204285 0 0 0 AARON ADAMS VP, Ent Trans/SIS, Bay Area 0 38333 0 90344 0 91376 0 2023 0 2419 0 224495 0 0 GREGORY BROWN VP & REGIONAL COUNSEL EBR 0 273930 0 79490 0 28049 0 47885 0 19230 0 448584 0 23187 STEPHEN O'BRIEN MD FORMER PRESIDENT EBPC 0 0 0 0 0 170603 0 0 0 0 0 170603 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ENSURE 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. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: STEPHEN OBRIEN RECEIVED SEVERANCE PAYMENTS OF $170,547 CHARLES PROSPER RECEIVED SEVERANCE PAYMENTS OF $323,743 SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTHS OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTERS PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE PLAN AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTHS QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTERS NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUALS RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: CHARLES PROSPER - $132,148 NICOLE TURCK - $9,812 SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 10% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP) THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. TO ENSURE THAT EXTRAORDINARY EFFORTS BY INDIVIDUALS CAN BE RECOGNIZED AND THAT ACTIONS OF LEADERSHIP ARE CONSISTENT WITH SUPPORTING SUTTER HEALTH'S OVERALL MISSION, VISION, AND VALUES, SUTTER'S LONG TERM INCENTIVE PLAN APPROACH ALSO INCORPORATES A COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: IT IS THE MISSION OF EAST BAY PERINATAL CENTER (EBPC) TO PROVIDE FULL SCOPE PRENATAL, POSTPARTUM AND FAMILY PLANNING CARE TO LOW-INCOME, UNDERSERVED WOMEN AND TEENS IN THE EAST BAY AREA. OUR PRENATAL SERVICES INCLUDE THE MANAGEMENT OF BOTH LOW- AND HIGH-RISK PREGNANCIES, AND ASSESSMENTS TO IDENTIFY HEALTH AND EDUCATION NEEDS FOR MOTHER, FETUS, AND THE MATERNAL SUPPORT SYSTEMS. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: EAST BAY PERINATAL CENTER (EBPC), DBA ALTA BATES SUMMIT PERINATAL CENTER (ABSPC), PROVIDES PRENATAL AND IMMEDIATE POST-PARTUM CARE TO HIGH-RISK, LOW-INCOME, UNDERSERVED WOMEN IN THE SAN FRANCISCO/OAKLAND AND EAST BAY AREA. SERVICES INCLUDE MEDICAL EVALUATION AND A NEEDS ASSESSMENT TO DEVELOP AN INDIVIDUALIZED PLAN OF CARE APPROPRIATE FOR THE MATERNAL CONDITION OR DIAGNOSIS. A PLAN IS DEVELOPED ACCORDING TO COMPREHENSIVE PERINATAL SERVICES PROGRAM (CPSP) IN CONSULTATION WITH PROVIDERS - INCLUDING PERINATOLOGISTS, OBSTETRICIANS, NURSE PRACTITIONERS AND NURSE MIDWIVES, PERINATAL HEALTH EDUCATORS, SOCIAL WORKERS, AND REGISTERED DIETICIANS HOLDING A CERTIFIED DIABETES EDUCATION CERTIFICATE (CDE). THE PERINATAL CENTER ALSO ADHERES TO CALIFORNIA DIABETES AND PREGNANCY PROGRAM (CDAPP) SWEET SUCCESS GUIDELINES. EBPC SPECIALIZES IN CARING FOR WOMEN WITH HIGH RISK PREGNANCIES WITH COMPLICATIONS SUCH AS ASTHMA, DIABETES, HIGH BLOOD PRESSURE, HEART DISEASE, AND SICKLE CELL DISEASE. PERINATOLOGISTS ALSO PROVIDE CARE TO THE PERINATAL POPULATION THAT SUFFERS FROM OBSTETRICAL PROBLEMS SUCH AS RECURRENT PREGNANCY LOSS, PRETERM LABOR, AND FETAL ABNORMALITIES. EBPC PROVIDES REFERRALS, COUNSELING, AND SUPPORT FOR PATIENTS DEALING WITH PSYCHOSOCIAL AILMENTS, SUBSTANCE ABUSE ISSUES, PSYCHIATRIC DIAGNOSES, DOMESTIC VIOLENCE ISSUES, TEEN PREGNANCY, AND HOMELESSNESS. DURING 2018, THE CENTER SERVED A TOTAL OF 839 PATIENTS FOR AN ESTIMATED TOTAL OF 4,375 VISITS. FORM 990, PART VI, LINES 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER BAY HOSPITALS IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER BAY HOSPITALS 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 OR DISSOLUTION OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (B) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION; (C) APPROVAL OF AGGREGATE OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (D) AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF ONE (1) YEAR OR LESS FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; AND AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF MORE THAN ONE (1) YEAR FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME. FOR THE PURPOSE OF THIS SUBPARAGRAPH, THE TERM "AGGREGATE BORROWING" INCLUDES BUT IS NOT LIMITED TO LEASE AGREEMENTS AND CONTRACTS OF SALE; (E) PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, OF THIS CORPORATION OR OF ANY OPERATING CORPORATION, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGETS, WITH A VALUE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; (F) APPROVAL OF ORGANIZATIONAL STRATEGIC PLANS OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (G) APPOINTMENT OF THE INDEPENDENT AUDITOR OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (H) APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST; (I) APPROVAL OF ANY TRANSACTIONS OR POLICIES WHICH MAY MATERIALLY AFFECT THE MEMBER OR WHICH THE MEMBER DETERMINES ARE MAJOR TRANSACTIONS OR MAJOR POLICIES. IN ADDITION, SUTTER BAY HOSPITALS SHALL HAVE AUTHORITY TO INITIATE POLICY FOR THIS CORPORATION WHERE SUCH POLICY INVOLVES EITHER (A) COORDINATION OF THE ACTIVITIES OF THIS CORPORATION WITH ANY OTHER CORPORATION OF WHICH SUTTER BAY HOSPITALS IS ALSO THE CORPORATE MEMBER OR (B) ANY POLICY OR ACTION OF SUTTER HEALTH NECESSARY FOR THE REGIONAL SYSTEM TO EFFECTIVELY FULFILL ITS PURPOSES. FORM 990, PART VI, LINE 11B 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. FORM 990, PART VI, LINE 12 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. FORM 990, PART VI, LINES 15A & 15B 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 2018 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN DECEMBER 2017. FORM 990, PART VI, LINE 19 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 ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A KEY EMPLOYEES: INDIVIDUALS LISTED AS KEY EMPLOYEES OF THE ORGANIZATION PAID BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. TO BE TRANSPARENT, INDIVIDUALS WHO HAVE KEY EMPLOYEE RESPONSIBILITIES TO THE ORGANIZATION ARE BEING DISCLOSED. 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. - ROSE CALHAN FORM 990, PART XI, LINE 9 OTHER CHANGES IN FUND BALANCE: EQUITY TRANSFERS (NET) $2,276,555 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES - PHYSICIANS TOTAL FEES:824512 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES - MED DIR TOTAL FEES:65208 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES - OTHER TOTAL FEES:13956 BETTER HEALTH EAST BAY FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510160184 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I SUTTER VH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET STE 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER BH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER EAST BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(C)(4) N/A SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C III-FI SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER SOLANO CHARITABLE FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942668262 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A - 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