2019-11-14T02:28:25-06:00 2018-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2018-01-01 942788906 SUTTER MEDICAL CENTER FOUNDATION % JENNIFER DEMELLO SUTT 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 GREG WALAITIS EXECUTIVE DIRECTOR 9162866665 2019-10-29 true EVA NITTA P01286320 4158948000 198.217.64.82 68127220193185000002 2019-11-14 P C8EB7D7F4A43AD7C11A3CC780D94EAED606DA475 AA05D0672719B9106D7A8D4CF396671889CEB658 2018 2020-04-17 16:48:07Z GREG WALAITIS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95816 6969946 false X WWW.SUTTERHEALTH.ORG X 1981 CA SEE SCHEDULE O 34 31 0 28 0 0 5569443 3327289 1467021 1505579 2649637 1957881 101109 100640 9787210 6891389 5602221 4215047 0 0 580580 942952 0 0 0 979775 682873 7162576 5840872 2624634 1050517 54324912 48012735 5683332 1994397 48641580 46018338 X SEE SCHEDULE O false false 5099779 4215047 1505579 SEE SCHEDULE O 5099779 true true false false false false false false false true true false false false true true false true false false false false false false true false false true true true false false false false false false false false true false false false false true true true false false true X 0 0 0 false false false false false true true true false false false false false X 34 31 false false false false true true true true true false false false true true true true true true true false CA X JENNIFER DEMELLO 9162866665 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X SALLIE ADAMS MD TRUSTEE 1.0 0.0 X 0 0 0 CHRIS ANN BACHTEL TRUSTEE 1.0 0.0 X 0 0 0 JEFFREY BOONE TRUSTEE/CHAIR 2.0 0.0 X X 0 0 0 JULIE BUGATTO TRUSTEE 1.0 0.0 X 0 0 0 MARGARET OSE CAMPBELL TRUSTEE/VICE-CHAIR 2.0 0.0 X X 0 0 0 ALEX CASTRO TRUSTEE 1.0 0.0 X 0 0 0 DAVID CHENEY TRUSTEE/CEO, SMCS 1.0 40.0 X 0 704112 168752 NANCY COLE TRUSTEE 1.0 0.0 X 0 0 0 JANA CUNEO TRUSTEE/SECRETARY 2.0 0.0 X X 0 0 0 KENT DAFT DDS TRUSTEE 1.0 0.0 X 0 0 0 CHRISTINE DARIOTIS TRUSTEE 1.0 0.0 X 0 0 0 JENNIFER PARKER GALLAWAY TRUSTEE 1.0 0.0 X 0 0 0 DAVID GIBSON TRUSTEE 1.0 0.0 X 0 0 0 HAROLD HUMPHREYS MD TRUSTEE 1.0 0.0 X 0 0 0 MICHAEL INGRAM MD TRUSTEE 1.0 0.0 X 0 0 0 RALPH KOLDINGER MD TRUSTEE 1.0 0.0 X 0 0 0 DIANE MIZELL TRUSTEE 1.0 0.0 X 0 0 0 TEIMOUR NASIROV MD TRUSTEE 1.0 0.0 X 0 0 0 GLORIA OATES TRUSTEE 1.0 0.0 X 0 0 0 JOHN PAPPAS TRUSTEE 1.0 0.0 X 0 0 0 LESLIE PRATT RN MPA TRUSTEE/DIR. 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RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 18393853 54536 112222 476711 18083900 16542496 238396 2070058 197563 259534 18393853 15818949 303789 817824 398066 16542496 16597166 322612 -545285 555544 15818949 16638002 275658 316494 16597166 0.41570 0.35890 0.22540 false false 0 6510 6510 0 0 0 INSURANCE LIABILITIES 16951 16951 X SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: DAVIS C. WAGNER - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. FOUNDATION ENDOWED - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. CHARITABLE LIFE INSURANCE ENDOWMENT - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. ONEIDA STAPP BROCK HOSPICE ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT HOSPICE PROGRAMS AND SERVICES. CANCER CENTER PROGRAMS AND SERVICES ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT CANCER PROGRAMS AND SERVICES. COSTA FAMILY HOSPICE ENDOWMENT - PERMANENT: EARNINGS TO SUPPORT HOSPICE NURSING CONTINUING EDUCATION AND HOSPICE PATIENT CARE. ORAL CRAWFORD CANCER RESEARCH ENDOWMENT - PERMANENT: EARNINGS TO SUPPORT CANCER RESEARCH. HOSPICE ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT CANCER HOSPICE PROGRAMS AND SERVICES. MICHAEL WOLFE ENDOWMENT FOR PEDIATRIC HEMATOLOGY-ONCOLOGY - PERMANENT: EARNINGS ARE TO SUPPORT THE PEDIATRIC HEMATOLOGY/ONCOLOGY FUND. THE RANELL'S FAMILY ENDOWMENT FOR CANCER - PERMANENT: EARNINGS TO SUPPORT CANCER PROGRAMS AND SERVICES. CHARITABLE LIFE INSURANCE ENDOWMENT - PERMANENT: EARNINGS TO SUPPORT THE GENERAL NEEDS OF SUTTER MEDICAL CENTER FOUNDATION. WEMMER ENDOWMENT - PERMANENT: Earnings to support the following: 20% to the pediatric child life fund, 30% to the Samaritan fund, 15% to the nurse scholarship fund, 5% to the resource library fund, 5% to the pet therapy fund, and 25% to be based on the recommendation of the Ken and Muriel Wemmer Distribution Committee (benefiting patients and family members of patients rather than capital, equipment or administrative expenses). LIBRARY ENDOWMENT - PERMANENT: Earnings to support the Sutter Medical Resource Library. McGriff Nursing Scholarship Endowment - PERMANENT: Earnings to support Sutter Medical Center Sacramento employees pursuing a nursing degree or seeking an advanced nursing degree. LeMaitre Cancer Endowment - PERMANENT: Earnings to support the purchase of equipment for the diagnosis and treatment of cancer. The Director of the Sutter Cancer Center shall have discretion to apply 25% of the annual expendable distribution towards the VIP parking for cancer patients. 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. golf 192958 36289 156669 12055 12500 29379 1224 23399 0 192958 36289 156669 12055 12500 29379 1224 23399 78557 78112 true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 501(C)(3) 3836849 PROGRAM SUPPORT SVNAH DBA SUTTER CARE AT HOME C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 501(C)(3) 357868 PROGRAM SUPPORT 2 PATIENT ASSISTANCE 271 16829 SCHEDULE I, PART I, LINE 2 PROCEDURE FOR MONITORING USE OF GRANT FUNDS: 1. Various departments of the hospital request funding from the foundation by filling out a Request for Funds form. 2. The Board of Trustees and/or the Executive Director approves the hospital's request. 3. The requesting department provides the appropriate documentation to the Foundation for reimbursement for expenses incurred. 4. The Foundation forwards the approved Request for Funds, minutes from the Board of Trustees meeting approving the request if necessary, and the supporting documentation to the accountants to release the funds. false true false false false false false true false DAVID CHENEY TRUSTEE/CEO, SMCS 0 523739 0 167433 0 12940 0 153438 0 15314 0 872864 0 0 LESLIE PRATT RN MPA TRUSTEE/DIR. CLINICAL OPS SVMF 0 194611 0 9577 0 5709 0 9984 0 16948 0 236829 0 0 GREG WALAITIS EXEC. DIR. PHIL-SMCF/SDHF/SSCF 0 184029 0 17858 0 1195 0 9411 0 22266 0 234759 0 0 RICHARD SOOHOO CFO SMCS/SMCF 0 294441 0 60412 0 29332 0 33905 0 13383 0 431473 0 23452 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE COMPENSATION FOR THE POSITION OF EXECUTIVE DIRECTOR/TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE POINT FACTOR REVIEW OF THE KNOW-HOW, PROBLEM SOLVING, AND ACCOUNTABILITY ASSOCIATED WITH A GIVEN POSITION AS IDENTIFIED IN THE DETAILED POSITION DESCRIPTION. ADDITIONALLY, ALL APPLICABLE MARKET SALARY SURVEY DATA IS REVIEWED TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: INDIVIDUALS PAID BY SUTTER HEALTH PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S 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. SUTTER'S 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 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 HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S 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. 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 PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE. X 6 89719 FMV false true false SCHEDULE M, PART I, COLUMN B REPORTED ARE THE NUMBER OF NON CASH CONTRIBUTIONS RECEIVED. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: SUTTER MEDICAL CENTER FOUNDATION PROMOTES PHILANTHROPHY IN SUPPORT OF SUTTER MEDICAL CENTER, SACRAMENTO, WHOSE MISSION IS TO ENHANCE THE WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE THROUGH A NOT-FOR-PROFIT COMMITMENT TO COMPASSION AND EXCELLENCE IN HEALTH CARE SERVICES. FORM 990, PART III, LINE 4A Program Service Accomplishments: Through philanthropy, Sutter Health is able to practice the most innovative, technologically-advanced medicine possible and meet the critical health care demands of our time. In 2018, SMCF provided over $4.2 Million in philanthropic gifts to support programs, services and equipment to ensure the highest level of excellence in patient care. The lists below highlight our allocation of gifts. Equipment - Hybrid Surgical Suite - Cardiac Equipment - Transport Ventilators - Anesthesia Machine - Ultrasound for Pediatrics - Fetal Heart Monitor - Jaundice Meter - Gaming Stations for Pediatrics - Clinical Lab Refrigerator - Baby Scales - MP2 Monitors Programs & Services - Sutter VNA and Hospice Programs and Services - Cancer Programs and Services - Sutter Institute for Medical Research - Children's Programs and Services - Neuroscience Programs and Services - Women's Programs and Services - Sutter Samaritan - Pet Therapy - Staff Education - Department Programs and Services Your support helped heal members of the community by bringing new innovations that allowed us to provide the highest-quality health care, services and technologies close to home. With donor contributions, we were able to purchase leading-edge equipment, launch and continue programs that supported critical needs in our communities, help our physicians and staff save lives and fulfill our not-for-profit mission. FORM 990, PART V, LINE 2A & PART VII, LINE 1A & PART IX, LINE 7 EMPLOYEE SUPPLEMENTAL INFORMATION: SUTTER MEDICAL CENTER FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND SUTTER VALLEY HOSPITALS. THE FOLLOWING BOARD MEMBERS ARE EMPLOYEES OF RELATED ORGANIZATIONS AND RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION: - DAVID CHENEY - LESLIE PRATT, RN, MPA - GREG WALAITIS FORM 990, PART VI, LINES 6, 7A Classes of Persons and the Nature of Their Rights: THIS CORPORATION IS AN AFFILIATE OF SUTTER VALLEY HOSPITALS, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER VALLEY 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 VALLEY 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, 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 ORGANIZATION 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 TRANSACTIONS 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. 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, AND THE AFFILIATE 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, LINE 15A PROCESS FOR DETERMINING TOP MANAGEMENT OFFICIAL COMPENSATION: THE COMPENSATION FOR THE POSITION OF THE TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE REVIEW OF PEER EQUITY DATA AND APPLICABLE NATIONAL MARKET SALARY SURVEY DATA REGRESSED TO ENTITY OPERATING REVENUE SIZE TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. THE COMPENSATION COMMITTEE OF SUTTER HEALTH ANNUALLY APPROVES COMPENSATION, AND SUCH APPROVAL IS RECORDED IN THE MINUTES OF SUTTER HEALTH. THE 2018 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN DECEMBER 2017. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING OTHER OFFICERS OR KEY EMPLOYEE COMPENSATION: FOR SUTTER HEALTH EMPLOYEES 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 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). 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 UNDERLYING COMPENSATION STRUCTURE IN THE SAN FRANCISCO BAY AREA IS HIGHER THAN NATIONAL DATA, TEMPORARY 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 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. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS: CHANGES IN SPLIT INTEREST $(2,092) 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 EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH 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 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 SAMUEL MERRITT UNIVERSITY 450 30TH STREET SUITE 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 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 DR 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 VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 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 VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 3 SUTTER HLTH 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 VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTH CARE CA 501(C)(3) 10 SUTTER HLTH 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 TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A-I SUTTER VH 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 SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(c)(4) N/A SH true SURGICAL CENTER OF ABSMC 3875 TELEGRAPH AVE OAKLAND CA 94609 470946086 PATIENT CARE CA ALTA CT SERVICES LP 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 943083464 PATIENT CARE CA CALIFORNIA PACIFIC ADV IMAGING PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA SAN FRANCISCO ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 PATIENT CARE CA PRESIDIO SURGERY CENTER 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 PATIENT CARE CA SUTTER FAIRFIELD SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 PATIENT CARE CA SUTTER AMADOR SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 PATIENT CARE CA ROSEVILLE ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 870710513 PATIENT CARE CA MEMORIAL MEDICAL OFFICE BUILDING PHASE I 1800 COFFEE MODESTO CA 95355 770234236 OFFICE RENTAL CA MEMORIAL MEDICAL OFFICE BUILDING PHASE I 1800 COFFEE MODESTO CA 95355 770287288 OFFICE RENTAL CA Magnetic Imaging Affiliates LLC 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA STANISLAUS SURGICAL HOSPITAL 1421 OAKDALE RD MODESTO CA 95355 911754157 PATIENT CARE CA ASC OPERATORS SANTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA CHARITABLE REMAINDER TRUST-1 PO BOX 160727 SACRAMENTO CA 95816 CRT CA SMCF NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true SUTTER HEALTH DEFERRED COMP PLANS' TRUST 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true false true false false false false false false false false false true false false false false true false false SUTTER VALLEY HOSPITALS B 3836849 FMV SUTTER VISITING NURSE ASSOCIATION & HOSPICE Q 63362 FMV SUTTER VALLEY HOSPITALS Q 2951846 FMV SUTTER VALLEY HOSPITALS L 1505579 FMV SUTTER VISITING NURSE ASSOCIATION & HOSPICE B 357868 FMV