2015-10-30T14:46:55-05:00 2014-12-31 ERNST & YOUNG US LLP 4370 LA JOLLA VILLAGE DR SUITE 500 SAN DIEGO CA 92122 990 2014-01-01 942948100 EDEN MEDICAL CENTER % CHRIS BOUDREAUX EDEN 9162866665 20103 Lake Chabot Road Castro Valley CA 94546 CATHERINE MESSMAN CFO 9162866665 2015-10-27 true DEBRA HEISKALA P00649485 8585357200 2014 2016-04-25 22:37:26Z GEORGE BISCHALANEY 20103 LAKE CHABOT ROAD CASTRO VALLEY CA 94546 378025 false X WWW.SUTTERHEALTH.ORG X 1885 CA SEE SCHEDULE O 4 4 0 0 0 0 4318 0 51794963 349791 80180 25439 24196 2795 51903657 378025 17538231 0 0 0 40817356 0 0 0 0 44998328 378504 103353915 378504 -51450258 -479 17426759 6981745 13195481 3819236 4231278 3162509 X SEE SCHEDULE O false true 2254 0 349791 SEE SCHEDULE O 2254 true false false false false false false false false false true false false true true 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 0 true false false false false false false false false false false X 4 4 false false false false true true true true true false false true true true true true true true true false CA X CHRIS BOUDREAUX 9162978007 9100 FOOTHILLS BOULEVARD Roseville CA 95747 DAVID DAVINI CPA CHAIR/DIRECTOR 1.0 0.0 X X 0 0 0 KENT MYERS VICE CHAIR/DIRECTOR 1.0 1.0 X X 0 0 0 JEFFREY RANDALL MD SECRETARY/DIRECTOR 1.0 1.0 X X 0 0 0 FRANCISCO RICO MD DIRECTOR 1.0 0.0 X 0 0 0 GEORGE BISCHALANEY CEO, EDEN MEDICAL CENTER 40.0 0.0 X 0 713288 72475 CATHERINE MESSMAN CFO, EDEN MEDICAL CENTER 40.0 0.0 X 0 308112 71503 ED BERDICK SVP SH SHARED SERVICES 0.0 40.0 X 0 1638864 269901 DAVID BRADLEY REGIONAL PRESIDENT, EAST BAY 0.0 40.0 X 0 1158898 245821 ROSE CORCORAN RN VP PATIENT CARE SVCS, SCH 0.0 40.0 X 0 313843 46198 BRYAN DAYLOR COO, SMCCV 0.0 40.0 X 0 339814 48368 CHRISTINE GREEN DIRECTOR HR, SEBH 0.0 40.0 X 0 118966 8305 SIDNEY WANETICK VP MEDICAL AFFAIRS, SMCCV 0.0 40.0 X 0 502903 59910 Veronica Bayduza Admin. San Leandro Hospital 0.0 0.0 X 0 435064 18932 0 5529752 841413 0 true true false AFFILIATED COMPUTER SVC PO BOX 201322 DALLAS TX 753201322 Education Services 549943 COLIN CONSTRUCTION CO 111 MARGARET LANE GRASS VALLEY CA 95945 Construction svcs 339554 SUTTER CONNECT LLC PO BOX 254917 SACRAMENTO CA 95865 Billing Services 253420 HEALTH PERSONNEL OPTIONS CORP ON ASSIGNMENT HEALTHCARE FILE 54318 LOS ANGELES CA 90074 STAFFING SERVICES 249663 PULMONARY REGISTRY NETWORK 3206 WILLOW PASS RD CONCORD CA 94519 STAFFING SERVICES 243829 19 0 PATIENT SERVICE REVENUE 622110 349791 349791 349791 25439 25439 0 0 2795 2795 0 2795 2795 0 0 0 0 0 378025 349791 28234 0 0 0 0 0 0 0 0 0 0 0 0 158533 158533 0 0 0 22466 22466 2254 2254 0 76 76 0 0 0 0 0 0 0 0 0 0 WIND DOWN EXPENSES 195175 195175 378504 2254 376250 0 0 0 2146261 1383408 0 0 9467201 0 0 0 0 0 0 0 0 -3025 0 0 -959 0 -959 0 0 0 0 0 0 0 0 5813297 5602321 17426759 6981745 3992217 1035029 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9203264 2784207 13195481 3819236 X 4229319 3160550 1959 1959 0 0 4231278 3162509 17426759 6981745 X -479 31710 -1100000 X false true X true false X 1092920 509298 411676 4318 0 2018212 361163167 314575672 311623637 51794963 327147 1039484586 0 0 0 362256087 315084970 312035313 51799281 327147 1041502798 0 0 0 1041502798 467763 1213443 217876 80180 25440 2004702 0 467763 1213443 217876 80180 25440 2004702 0 1610363 1120604 878528 24196 3633691 364334213 317419017 313131717 51903657 352587 1047141191 0.99462 0.00000 0.00191 0.00000 X -959 -959 -959 OTHER ASSETS 5111929 OTHER RECEIVABLES 468744 INTERCOMPANY RECEIVABLES 21648 5602321 0 INTERCOMPANY PAYABLES 2365831 THIRD PARTY SETTLEMENTS 418376 2784207 X SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) AUDIT FOOTNOTE: 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 MOST AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE, (PURSUANT TO INTERNAL REVENUE CODE SECTION 501(C)(3)), AND THE CALIFORNIA FRANCHISE TAX BOARD (PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE 23701(D)) 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 COMBINED 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. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2014 AND 2013, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. X true true true true false false false false false true false ED BERDICK SVP SH SHARED SERVICES 0 793820 0 593527 0 251517 0 248054 0 21847 0 1908765 0 0 GEORGE BISCHALANEY CEO, EDEN MEDICAL CENTER 0 414770 0 241463 0 57055 0 55199 0 17276 0 785763 0 0 DAVID BRADLEY REGIONAL PRESIDENT, EAST BAY 0 679664 0 379812 0 99422 0 226654 0 19167 0 1404719 0 84475 ROSE CORCORAN RN VP PATIENT CARE SVCS, SCH 0 209382 0 89893 0 14568 0 30499 0 15699 0 360041 0 9913 BRYAN DAYLOR COO, SMCCV 0 240540 0 80072 0 19202 0 33461 0 14907 0 388182 0 14331 CHRISTINE GREEN DIRECTOR HR, SEBH 0 31019 0 61090 0 26857 0 7602 0 703 0 127271 0 0 CATHERINE MESSMAN CFO, EDEN MEDICAL CENTER 0 219816 0 75931 0 12365 0 30176 0 41327 0 379615 0 11590 SIDNEY WANETICK VP MEDICAL AFFAIRS, SMCCV 0 338500 0 108548 0 55855 0 52810 0 7100 0 562813 0 54500 Veronica Bayduza Admin. San Leandro Hospital 0 30773 0 99379 0 304912 0 17590 0 1342 0 453996 0 0 SCHEDULE J, PART I, LINE 1A RELEVANT INFORMATION REGARDING COMPENSATION ITEMS: TAX INDEMNIFICATION: STANDARD POLICY FOR ALL SUTTER HEALTH EMPLOYEES IS THAT NON-CASH GIFTS AND AWARDS ARE GROSSED-UP FOR TAX PURPOSES. THE AMOUNT OF THE GROSS-UP IS ADDED TO THE EMPLOYEE'S WAGES AND TAXED ACCORDINGLY. SCHEDULE J, PART I, QUESTION 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THE 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 "ARMS 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 PAYMENT: VERONICA BAYDUZA RECEIVED SEVERANCE PAYMENT OF $294,813. 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 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 SOCIAL SECURITY, 403B EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED PLAN BENEFITS CAPS HAVE THE EFFECT OF SUBSTANTIALLY REDUCING RETIREMENT BENEFITS THAT ARE OTHERWISE PROVIDED TO ALL EMPLOYEES. THE EFFECT IS THAT EXECUTIVES OFTEN DO NOT RECEIVE THE SAME LEVEL OF RETIREMENT BENEFIT ON AN INCOME REPLACEMENT BASIS AS OTHER EMPLOYEES. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR EARNINGS BEYOND THE PENSION PAY CAP. THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457F) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65. TARGET BENEFIT LEVELS VARY BY YEARS OF SERVICE. UNLIKE SUTTER HEALTH'S QUALIFIED 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, QUESTION 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% OF GROSS PAY. 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, REGION, AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD +/- 5% TO THE AWARD PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. 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 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. FORM 990, PART I, LINE 1 AND PART III, LINE 1 Eden Medical Center (EMC) IS IN WIND DOWN MODE. EMC was transitioned to SUTTER MEDICAL CENTER CASTRO VALLEY in 2012 and SAN LEANDRO HOSPITAL was donated to the County of Alameda Health System in 2013. FORM 990, PART III, LINES 3 AND 4A EXEMPT PURPOSE ACHIEVEMENTS: EDEN MEDICAL CENTER IS IN A WIND DOWN MODE AS A NEW HOSPITAL (SUTTER MEDICAL CENTER CASTRO VALLEY) HAS BEEN BUILT AND PUT INTO OPERATION DECEMBER 2012. EDEN HOSPITAL WAS OPENED IN 1955 AND PROVIDED GREAT HEALTHCARE SERVICES FOR 56 YEARS. THE BUILDING WAS DE-CONSTRUCTED WITH 90 PERCENT OF IT BEING RECYCLED. ITS SAN LEANDRO CAMPUS BECAME PART OF ALAMEDA HEALTH SYSTEM ON 10/31/2013. FORM 990, PART VI, LINES 6 & 7A DESCRIPTION OF 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. FORM 990, PART VI, LINES 7B DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS: SUTTER HEALTH AS THE CORPORATE 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 CORPORATE 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 CORPORATE AND COMMUNITY MEMBERS HAVE THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. AN AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OF THE CORPORATION; B. AN AMENDMENT OR RESTATEMENT OF THE BYLAWS OF THE CORPORATION WHICH WOULD MATERIALLY AND ADVERSELY AFFECT VOTING RIGHTS OF THE COMMUNITY MEMBER; C. A MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF THE CORPORATION; D. ANY ACTION THAT WOULD CAUSE THE CORPORATION TO CEASE TO OPERATE A HOSPITAL UNDER THE CORPORATION'S CONTROL; AND E. A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION. THE FOLLOWING ACTIONS OR ITEMS WILL REQUIRE THE APPROVAL OF THE GENERAL MEMBER PRIOR TO IMPLEMENTATION OR BECOMING EFFECTIVE: A. APPROVAL OF LONG-TERM OR MATERIAL AGREEMENTS INVOLVING MORE THAN ONE MILLION DOLLARS ($1,000,000.00), INCLUDING BORROWINGS, EQUITY FINANCINGS OR CAPITALIZED LEASES, AND AGREEMENTS INVOLVING THE SALE OR DISPOSITION OF ASSETS WHICH INVOLVE THE RECEIPT OR PAYMENT OF MORE THAN ONE MILLION DOLLARS ($1,000,000.00); B. APPROVAL OF THE CORPORATION'S STRATEGIC PLAN; C. APPROVAL OF ALL AMENDMENTS TO THE CORPORATION'S BYLAWS WHICH DO NOT MATERIALLY AND ADVERSELY AFFECT THE VOTING RIGHTS OF THE COMMUNITY MEMBER; D. APPROVAL OF THE CORPORATION'S OPERATING AND CAPITAL BUDGETS; AND E. APPROVAL OF ITS TERMINATION AS THE GENERAL MEMBER OF THE CORPORATION. FORM 990, PART VI, LINE 11B DESCRIBE THE PROCESS USED BY MGMT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, 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. A COPY OF THE FORM 990 HAS BEEN PROVIDED TO ALL MEMBERS OF THE GOVERNING BODY BEFORE FILING THE FORM. FORM 990, PART VI, LINE 12 DESCRIPTION OF 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 AND OFFICERS THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. 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. THE CEO AND BOARD CHAIR WILL REVIEW THE STATEMENTS AND MONITOR SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. 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. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION. FORM 990, PART VI, LINE 15 PROCESS FOR DETERMINING COMPENSATION: 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 "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) AND (C) 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 COMPARISONS AND ADJUSTMENTS ARE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION WHO ARE SUTTER HEALTH EMPLOYEES UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN DECEMBER OF 2014. FORM 990, PART VI, LINE 19 AVAIL OF GOVERNING DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC: 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 XI, LINE 9 OTHER CHANGES TO FUND BALANCE: EQUITY TRANSFER (NET) $ (1,100,000) ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true BETTER HEALTH EAST BAY FOUNDATION 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510160184 FUNDRAISING CA 501(C)(3) 7 SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER WBH true EAST BAY PERINATAL CENTER 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true MEMORIAL HOSPITAL FOUNDATION 1800 COFFEE ROAD SUITE 76 MODESTO CA 95355 942290244 FUNDRAISING CA 501(C)(3) 11a - I SUTTER CVH true MILLS-PENINSULA HEALTH SERVICES 1501 TROUSDALE DRIVE BURLINGAME CA 94010 941156265 HOSPITAL CA 501(C)(3) 3 PAMF true MILLS-PENINSULA HOSPITAL FOUNDATION 1501 TROUSDALE DRIVE BURLINGAME CA 94010 237288765 FUNDRAISING CA 501(C)(3) 7 MPHS true PALO ALTO MEDICAL FOUNDATION 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER EBH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION 11815 EDUCATION ST AUBURN CA 95602 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER CENTRAL VALLEY HOSPITALS 1800 COFFEE ROAD SUITE 76 MODESTO CA 95355 941080917 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL 800 E WASHINGTON BLVD CRESCENT CITY CA 95531 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION PO BOX 1617 DAVIS CA 95617 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER EAST BAY HOSPITALS 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER EAST BAY MEDICAL FOUNDATION 3687 MT DIABLO BLVD 200 LAFAYETTE CA 94549 942690415 HEALTHCARE CA 501(C)(3) 11 - 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