2013-10-24T12:00:28-05:00 2012-12-31 346565596 ERNST & YOUNG US LLP 4370 LA JOLLA VILLAGE DR STE 500 SAN DIEGO CA 92122 990 2012-01-01 237288765 MILLS-PENINSULA HOSPITAL FOUNDATION MILL 9162866665 1501 Trousdale Drive Burlingame CA 94010 IFTIKHAR HUSSAIN 2013-10-16 true Debra Heiskala P00649485 8585357200 2012 2016-02-24 21:20:13Z JOHN LODER 1501 Trousdale Drive Burlingame CA 94010 12830949 false X WWW.SUTTERHEALTH.ORG X 1973 CA SEE SCHEDULE O. 20 18 0 50 0 0 14350934 8537979 2435808 2752895 619225 1430139 -208100 -105250 17197867 12615763 6140072 9628500 0 0 1765290 2040145 0 0 0 955537 1252625 8860899 12921270 8336968 -305507 41914767 46009544 4534392 6976906 37380375 39032638 X SEE SCHEDULE O. false false 11787423 9628500 2752895 SEE SCHEDULE O. 11787423 true true false false false false false false true true false false false true true false true false false false false false false true true false true true true false false false false false false false false true true false false false true true true false false true X 50 0 true 0 false false false false false true true false false false false X 20 18 false false false false true true true true true false false true true true true true true true true false CA X Michael Zielenski 9162866665 2200 River Plaza Drive Sacramento CA 95833 X JAMES R CODY 1.00 X X 0 0 0 JOHN LODER 40.00 X X 0 254736 33607 MARY D CHIGOS 1.00 X X 0 0 0 PEGGY BORT JONES 1.00 X X 0 0 0 STEVEN M MCLAUGHLIN 1.00 X X 0 0 0 ANDREA P METKUS 1.00 X 0 0 0 BONNIE J BERTETTA 1.00 X 0 0 0 CAROLE J MIDDLETON 1.00 X 0 0 0 DAYNA A SUMIYOSHI 1.00 X 0 0 0 GEORGE M COHEN MD 1.00 X 0 0 0 GOLNAR YAZDI 1.00 X 0 0 0 J BRAD CRAIG 1.00 X 0 0 0 JILL FLYNN 1.00 X 0 0 0 JOHN RUTGERS 1.00 X 0 0 0 KEITH MCWILLIAMS 1.00 X 0 0 0 KIM SCHOKNECHT 1.00 X 0 0 0 MARGARET HO 1.00 X 0 0 0 ROBERT MERWIN 1.00 40.00 X 0 1244697 436779 SCOTT PETERSON 1.00 X 0 0 0 SUSAN L HERMAN 1.00 X 0 0 0 IFTIKHAR HUSSAIN 1.00 40.00 X 0 395167 160730 MARA HOOK 40.00 X 0 448618 230213 0 2343218 861329 0 false true false 0 300047 8237932 1255894 8537979 HOSPITAL SUPPORT 900099 2752895 2752895 0 0 0 0 0 0 0 0 2752895 740285 740285 0 0 0 0 0 689854 689854 0 689854 689854 84134 300047 214303 -130169 -130169 24667 883 23784 23784 0 SEC LITIGATION SETTLEMENT 900099 1135 1135 0 0 0 0 0 0 1135 12615763 2752895 0 1324889 9609368 9609368 19132 19132 0 0 254736 185960 68776 0 1125573 833500 292073 0 659836 487338 172498 0 17250 17250 0 9750 9750 0 0 86452 86452 33188 0 33188 0 0 255214 104693 150521 0 0 111602 111602 766 766 0 0 0 0 0 20162 20162 COMMUNITY SUPPORT 514192 514192 PURCHASED SERVICES 157147 17131 140016 REPAIRS & MAINTENANCE 20913 20913 DONOR CULTIVATION 16109 16109 9880 0 9880 0 12921270 11787423 1133847 0 0 4938706 14203414 5003894 7033470 0 0 23876 5525 139887 139887 0 0 20992617 22747973 0 0 0 0 10955674 2019162 41914767 46009544 1898041 4471792 0 2636351 2505114 4534392 6976906 X 3072714 5107316 28280129 27452748 6027532 6472574 37380375 39032638 41914767 46009544 X -305507 1946170 11600 X false true X true false X 7630804 5577618 7108844 14350934 8537979 43206179 0 0 7630804 5577618 7108844 14350934 8537979 43206179 14095641 29110538 1936897 667027 697033 619225 740285 4660467 0 0 47866646 12147919 0.60820 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6698130 222000 724668 63544 7581254 6719626 32296 53792 6698130 6271261 544479 96114 6719626 5797262 544040 70041 6271261 6910971 -865337 248372 5797262 0.00000 0.85380 0.14620 false false 0 108039 108039 0 0 31848 31848 0 0 0 0 INSURANCE LIABILITIES 7903 OTHER LIABILITIES 2497211 2505114 X Collections of art - description of collections Schedule D, Part III, Line 4 Intended uses of endowment funds Schedule D, Part V, Line 4 THE ENDOWMENTS ARE USED TO SUPPORT THE PROGRAMS OF MILLS-PENINSULA HEALTH SERVICES. FIN 48 (ASC 740) footnote Schedule D, Part X, Line 2 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 FOR-PROFIT SUBSIDIARIES AND 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 BASES 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, 2012 AND 2011, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. WOMEN'S LUNCHEON 384181 300047 84134 47434 36700 130169 0 0 384181 300047 84134 0 0 0 47434 36700 130169 214303 -130169 24667 883 true 24667 0 0 0 883 883 23784 CA true false true false 0 1 MICHAEL ZIELENSKI 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 false KAREN MALENKOS-SMITH 12524 SERVED AS DIRECTOR OF THE WOMEN'S LUNCHEON EVENT DURING WHICH THE RAFFLE WAS HELD. X false true MILLS PENINSULA HEALTH SERVICES 1501 TROUSDALE DR BURLINGAME CA 94010 941156265 501(C)(3) 9609368 PROGRAM SUPPORT & CAPITAL IMPROVEMENTS 1 0 SCHOLARSHIPS 9 18000 EMPLOYEE ASSISTANCE 1 500 PATIENT ASSISTANCE 1 632 Procedures for monitoring use of grant funds Schedule I, Part I, Line 2 1. VARIOUS DEPARTMENTS OF THE HOSPITAL REQUEST FUNDING FROM THE FOUNDATION. 2. THE FOUNDATION BOARD OF TRUSTEES AND THE FOUNDATION EXECUTIVE APPROVE THE HOSPITAL'S REQUEST. 3. THE HOSPITAL PROVIDES THE FOUNDATION A COPY OF THE INVOICE AND/OR OTHER SUPPORTING DOCUMENTATION SUBSTANTIATING THE INCURRED COSTS. 4. THE FOUNDATION FORWARDS TO THE ACCOUNTANTS THE SUPPORTING DOCUMENTS, INCLUDING THE APPROVALS, FOR RECORDING OF THE TRANSACTION ON THE BOOKS AND THE TRANSFER TO THE FUNDS. THE SUTTER HEALTH SYSTEM HAS AN OVERLAP IN LEADERSHIP WHICH MONITORS THE USE OF GRANTS BETWEEN AFFILIATES. false true false false false false false true false JOHN LODER 0 216032 0 33576 0 5128 0 15095 0 18512 0 288343 0 0 ROBERT MERWIN 0 901470 0 337957 0 5270 0 416990 0 19789 0 1681476 0 404254 IFTIKHAR HUSSAIN 0 303535 0 91140 0 492 0 143242 0 17488 0 555897 0 91140 MARA HOOK 0 348215 0 94380 0 6023 0 218552 0 11661 0 678831 0 94097 ARRANGEMENT USED TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION SCHEDULE J, PART I, LINE 3 EXECUTIVE DIRECTOR POSITION EVALUATION AND RESULTING RANGE IS DETERMINED AS FOLLOWS: A. KNOW HOW B. PROBLEM SOLVING C. ACCOUNTABILITY CHECK RESULTING EVALUATION AGAINST: A: SALARY SURVEY DATA FOR BENCHMARK JOBS B: RELATIONSHIP TO LIKE POSITIONS IN OTHER LOCAL SUTTER COMPANIES C: ANECDOTAL INFO FROM MANAGER(CANDIDATE REQUIREMENTS, ETC) D. EXISTING EVALUATIONS OF SUBORDINATES, SUPERVISOR AND PEERS E. OTHER RELEVANT INFORMATION Supplemental nonqualified retirement plan Schedule J, Part I, Line 4b 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 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. Non-fixed payments Schedule J, Part I, Line 7 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 EMPLOYEES ARE ELIGIBLE FOR A 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. X 1 40000 OPINIONS OF EXPERTS X 18 1190645 MARKET VALUE X 1 25249 MARKET VALUE 1 false false false Explanations of reporting method for number of contributions Schedule M, Part I SECURITIES - PUBLICLY TRADED: 17 CONTRIBUTIONS ART - WORKS OF ART: 1 PAINTING SECURITIES - MISCELLANEOUS: 1 CONTRIBUTION OF 220 SHARES OF BERRYASSA CALIFORNIA UNIFIED SCHOOL DISTRICT MUNICIPAL BONDS. Number of contributions or items contributed. Schedule M, part I, column (b), Line 9 17 CONTRIBUTIONS Number of contributions or items contributed. Schedule M, part I, column (b), Line 1 1 PAINTING Number of contributions or items contributed. Schedule M, part I, column (b), Line 12 1 CONTRIBUTION OF 220 SHARES OF BERRYASSA CALIFORNIA UNIFIED SCHOOL DISTRICT MUNICIPAL BONDS. ORGANIZATION'S MISSION FORM 990, PART I, LINE 1 MILLS-PENINSULA HOSPITAL FOUNDATION SERVES THE COMMUNITY BY ENCOURAGING FINANCIAL SUPPORT FROM INDIVIDUALS, FOUNDATIONS, AND CORPORATIONS WHO BELIEVE IN QUALITY HEALTH CARE. THE FOUNDATION BOARD OF TRUSTEES AND THE MILLS-PENINSULA BOARD OF DIRECTORS ARE MADE UP OF COMMUNITY LEADERS WHO SERVE WITHOUT COMPENSATION. OUR FIRST AND FOREMOST CONCERN IS TO PROVIDE THE BEST POSSIBLE CARE FOR THE PEOPLE OF THE COMMUNITY WHO SUPPORT US. ORGANIZATION'S MISSION FORM 990, PART III, LINE 1 MILLS-PENINSULA HOSPITAL FOUNDATION SERVES THE COMMUNITY BY ENCOURAGING FINANCIAL SUPPORT FROM INDIVIDUALS, FOUNDATIONS, AND CORPORATIONS WHO BELIEVE IN QUALITY HEALTH CARE. THE FOUNDATION BOARD OF TRUSTEES AND THE MILLS-PENINSULA BOARD OF DIRECTORS ARE MADE UP OF COMMUNITY LEADERS WHO SERVE WITHOUT COMPENSATION. OUR FIRST AND FOREMOST CONCERN IS TO PROVIDE THE BEST POSSIBLE CARE FOR THE PEOPLE OF THE COMMUNITY WHO SUPPORT US. PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4 MILLS-PENINSULA HOSPITAL FOUNDATION SERVES THE COMMUNITY BY ENCOURAGING FINANCIAL SUPPORT FROM THE COMMUNITY AND CORPORATIONS TO ENHANCE THE QUALITY OF HEALTHCARE IN THE REGION. THE FOUNDATION'S PRIMARY METHOD TO DO THIS IS TO RAISE FUNDS IN SUPPORT OF MILLS-PENINSULA HEALTH SERVICES, A RELATED 501(C)(3) HOSPITAL. IN 2012, COMMUNITY SUPPORT MADE IT POSSIBLE FOR THE FOUNDATION TO PURCHASE UPGRADES TO CARDIOLOGY EQUIPMENT SUCH AS TWO NEW ULTRASOUND MACHINES TO PROVIDE THE BEST IN CARDIAC AND VASCULAR IMAGING AND ADDITIONAL DIAGNOSTIC INFORMATION TO PHYSICIANS. MILLS-PENINSULA HOSPITAL FOUNDATION FUNDED SURGICAL EQUIPMENT SUCH AS THE FUSION ENT NAVIGATION SYSTEM USED FOR MAXILLA-FACIAL SURGERY ALLOWING THE PHYSICIAN TO PRECISELY PERFORM SURGERY IN THE LEAST INVASIVE MANNER. PHILANTHROPIC CONTRIBUTIONS ALSO FUNDED AN EYE LASER USED TO PERFORM CORRECTIVE SURGERY FOR GLAUCOMA, MACULAR DEGENERATION AND VARIOUS RETINAL LASER PROCEDURES ALONG WITH OTHER OPERATIVE TELESCOPES, URETEROSCOPES, NEOPROBES, AND RADIATION PROTECTION APRONS. THE WOMEN'S CENTER RECEIVED FUNDING FOR NEW STATE-OF-THE-ART ULTRASOUND UNITS OFFERING THE LATEST IN IMAGE QUALITY. OTHER FUNDING INCLUDED DEFIBRILLATORS, VENTILATORS, AND SPEECH THERAPY SOFTWARE USED BY REHAB THAT SHOWS PATIENTS' SPEECH AND VOICE BEHAVIORS. ADDITIONALLY, PHILANTHROPIC FUNDS HELPED TO IMPLEMENT AND EVALUATE A TRANSITIONAL CARE PROGRAM AIMED AT REDUCING HOSPITAL READMISSIONS FOR PATIENTS AGE 65 AND OLDER. MILLS PENINSULA HOSPITAL FOUNDATION CONTINUES TO SUPPORT MILLS PENINSULA HEALTH SERVICES WITH THE CONSTRUCTION OF THE NEW HOSPITAL WHICH OPENED ITS DOORS IN MAY 2011. SHARED COSTS FORM 990, PART V, LINE 2A MILLS-PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND MILLS PENINSULA HEALTH SERVICES. Classes of members or stockholders Form 990, Part VI, Section A, Line 6 MILLS-PENINSULA HEALTH SERVICES IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 7a MILLS-PENINSULA HEALTH SERVICES IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 7b MILLS-PENINSULA HEALTH SERVICES, 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 OR DIRECTORS: A. MERGER, CONSOLIDATION OR DISSOLUTION OF THIS CORPORATION; B. CONTRACTING WITH ANY UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THIS CORPORATION'S ASSETS OR OPERATIONS; C. CREATION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS, OR IS PROJECTED TO HAVE DURING THE FIRST YEAR OF ITS CREATION, TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; OR ACQUISITION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; D. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION; E. APPROVAL OF OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION, ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGET WITHIN THE CORPORATE GUIDELINES AND OBJECTIVES SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER; F. AGGREGATE EXPENDITURES BY THIS CORPORATION EXCEEDING APPROVED OPERATING OR CAPITAL BUDGETS OF THIS CORPORATION BY MORE THAN A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER; G. PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGET; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER; H. AGGREGATE UNSECURED BORROWING BY THIS CORPORATION IN EXCESS OF A DOLLAR AMOUNT TO BE SET 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 PURCHASE; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER; I. APPOINTMENT OF THE INDEPENDENT AUDITOR AND CORPORATE COUNSEL; OR J. APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST. OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b 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. A COPY OF THE FORM 990 HAS BEEN PROVIDED TO ALL MEMBERS OF THE GOVERNING BODY BEFORE FILING THE FORM. Conflict of interest policy Form 990, Part VI, Section B, Line 12c 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. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a THE EXECUTIVE COMMITTEE OF MILLS-PENINSULA HEALTH SERVICES RETAINS DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING INTEGRITY AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b OFFICERS AND KEY EMPLOYEES PAID BY SUTTER HEALTH, ARE UNDER THE AUTHORITY OF THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS WHO 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) 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. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 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. SHARED COSTS FORM 990, PART VII, SECTION A MILLS PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND MILLS PENINSULA HEALTH SERVICES. SHARED COSTS FORM 990, PART IX, COLUMN (A) MILLS PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND MILLS PENINSULA HEALTH SERVICES. Other changes in net assets or fund balances Form 990 , Part XI, Line 9 CHANGE IN SPLIT INTEREST - 11600; Number of contributions or items contributed. Schedule M, part I, column (b), Line 1 1 PAINTING Number of contributions or items contributed. Schedule M, part I, column (b), Line 12 1 CONTRIBUTION OF 220 SHARES OF BERRYASSA CALIFORNIA UNIFIED SCHOOL DISTRICT MUNICIPAL BONDS. ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 HEALTH CARE CA 501(C)(3) 3 SUTTER EBH true ALTA BATES SUMMIT FOUNDATION 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 FUNDRAISING CA 501(C)(3) 7 SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CENTER FOUNDATION 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 FUNDRAISING CA 501(C)(3) 7 SUTTER WBH true DELTA MEMORIAL HOSPITAL FOUNDATION 3901 LONE TREE WAY ANTIOCH CA 94509 FUNDRAISING CA 501(C)(3) 11 - Type I SUTTER EBH true EAST BAY PERINATAL CENTER 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 HEALTH CARE CA 501(C)(3) 3 SUTTER EBH true EDEN MEDICAL CENTER 20103 LAKE CHABOT ROAD CASTRO VALLEY CA 94546 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true MARIN COMMUNITY HEALTH 250 BON AIRE ROAD GREENBRAE CA 94904 SUPPORTING ORGANIZATION CA 501(C)(3) 11 - Type II SUTTER HEALTH true MEMORIAL HOSPITAL FOUNDATION 1800 COFFEE ROAD SUTIE 76 MODESTO CA 95355 FUNDRAISING CA 501(C)(3) 11 - Type I SCVH true MILLS-PENINSULA HEALTH SERVICES 1501 TROUSDALE DRIVE BURLINGGAME CA 94010 HOSPITAL CA 501(C)(3) 3 PAMF true MILLS-PENINSULA HOSPITAL FOUNDATION 1501 TROUSDALE DRIVE BURLINGGAME CA 94010 FUNDRAISING CA 501(C)(3) 7 MPHS true PALO ALTO MEDICAL FOUNDATION 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET OAKLAND CA 94609 UNIVERSITY CA 501(C)(3) 2 SUTTER EBH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION 11815 EDUCATION ST AUBURN CA 95602 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER CENTRAL VALLEY HOSPITALS 1800 COFFEE ROAD SUTIE 76 MODESTO CA 95355 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER COAST HOSPITAL 800 E WASHINGTON BLVD CRESCENT CITY CA 95531 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER DAVIS HOSPITAL FOUNDATION PO BOX 1617 DAVIS CA 95617 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER EAST BAY HOSPITALS 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER EAST BAY MEDICAL FOUNDATION 3687 MT DIABLO BLVD LAFAYETTE CA 94549 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SUTTER GOULD MEDICAL FOUNDATION 600 COFFEE ROAD MODESTO CA 95355 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 SUPPORTING ORGANIZATION CA 501(C)(3) 11 - Type III - FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER ROAD EWA BEACH HI 96706 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER HEALTH PLAN 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 HEALTH PLAN CA 501(C)(3) 9 SUTTER HEALTH true SUTTER HEALTH SACRAMENTO SIERRA REGION PO BOX 160727 SACRAMENTO CA 95816 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 INSURANCE SERVICES HI 501(C)(3) 11 - Type II SUTTER HEALTH true SUTTER MEDICAL CENTER CASTRO VALLEY 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER MEDICAL CENTER FOUNDATION PO BOX 160727 SACRAMENTO CA 95816 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 HEALTH CARE CA 501(C)(3) 11 - Type II SUTTER HEALTH true SUTTER ROSEVILLE MEDICAL CENTER FOUNDATION ONE MEDICAL PLAZA ROSEVILLE CA 95661 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER SOLANO CHARITABLE FOUNDATION 300 HOSPITAL DRIVE VALLEJO CA 94589 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER VISITING NURSE ASSOCIATION AND HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 HEALTH CARE CA 501(C)(3) 9 SUTTER HEALTH true SUTTER WEST BAY HOSPITALS 2333 BUCHANAN STREET SAN FRANCISCO CA 94115 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER WEST BAY MEDICAL FOUNDATION 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 FUNDRAISING CA 501(C)(3) 11 - Type I SCVH true MAGNETIC IMAGING AFFILIATES 175 LENNON WALNUT CREEK CA 94598 942953833 PATIENT CARE CA N/A false false 0 SURGICAL CENTER OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 OUTPATIENT SURGERY CA N/A false false 0 ALTA CT SERVICES LLP 175 LENNON WALNUT CREEK CA 94598 943083464 PATIENT CARE CA N/A false false 0 CALIFORNIA PACIFIC ADV IMAGING PO BOX 6102 NOVATO CA 94948 562311840 MRI JOINT VENTURE CA N/A false false 0 SAN FRANCISCO ENDOSCOPY CTR 3000 RIVERCHASE BIRMINGHAM AL 35244 912160588 ENDOSCOPY JV CA N/A false false 0 PRESIDIO SURGERY CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 AMBULATORY SURGERY CA N/A false false 0 SUTTER FAIRFIELD SURGERY CTR 2700 LOW CT FAIRFIELD CA 94533 300233892 SURGERY CA N/A false false 0 TWIN CITIES SURGICAL HOSPITAL 250 S WACKER CHICAGO IL 60606 352182617 SURGERY CA N/A false false 0 SUTTER AMADOR SURGERY CTR 223 CLINTON RD STE 204 JACKSON CA 95642 461398093 SURGERY CA N/A false false 0 ROSEVILLE ENDOSCOPY CTR 4 MEDICAL PLAZA STE 210 ROSEVILLE CA 95661 870710513 ENDOSCOPY JV CA N/A false false 0 MEMORIAL MEDICAL OFFICE BUILDING PARTNERSHIP PHASE I 1800 COFFEE RD STE 76 MODESTO CA 95355 770234236 RENTAL PROPERTY CA N/A false false 0 MEMORIAL MEDICAL OFFICE BUILDING PARTNERSHIP PHASE II 1800 COFFEE RD STE 76 MODESTO CA 95355 770287288 RENTAL PROPERTY CA N/A false false 0 HEALTH VENTURES INC 350 HAWTHORNE ST OAKLAND CA 94609 942918780 HEALTH SERVICES CA NA C CORPORATION 0 false CHARITABLE REMAINDER TRUSTS 14 1501 TROUSDALE DRIVE BURLINGAME CA 94010 CRT MPHF TRUST 0 false false true true false false false false false false true true true true false false true true true true MILLS PENINSULA HEALTH SERVICES B 9609368 FMV MILLS PENINSULA HEALTH SERVICES Q 2752895 FMV