2012-10-26T16:50:55-05:00 2011-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2011-01-01 990289310 SUTTER INSURANCE SERVICES CORPORATION % LYNN SAITO-ACCT MGR SUTT 9162866665 745 FORT STREET HONOLULU HI 96813 SHELLY BOEHM 9162866665 2012-10-17 true 8013503300 2011 2016-02-24 21:20:13Z BONNIE GEORGE 745 Fort Street Honolulu HI 96813 245249291 false X WWW.SUTTERHEALTH.ORG X 1992 HI SEE SCHEDULE O 4 0 0 0 124827 29364 0 0 54880740 58883177 8898211 18336001 81052 124827 63860003 77344005 0 0 0 0 0 0 0 0 0 57436186 47077722 57436186 47077722 6423817 30266283 159687836 185880157 111713234 117957300 47974602 67922857 X SEE SCHEDULE O false false 46210878 0 58883177 SEE SCHEDULE O 46210878 true false false false false false false false false false false false false false true true true 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 false false false true 325 0 true 0 true true false false false false false false false false false X 4 0 false false false false true true true true true false false true true true true true true true true false X LYNN SAITO-ACCT MGR 8085253530 745 FORT STREET SUITE 1100 HONOLULU HI 96813 X FLORENCE DI BENEDETTO 1.0 X X 0 893019 545118 PATRICK FRY 1.0 X X 0 3045216 2196089 BONNIE GEORGE 40.0 X X 0 320378 22352 NANCY KRETZ 1.0 X X 0 100502 23842 ROBERT REED 1.0 X 0 1718440 1122210 SHELLY BOEHM 10.0 X 0 332826 97942 COLETTE BOUDREAU X 0 489479 142643 0 6899860 4150196 0 true true false SEDGWICK CLAIMS MANAGEMENT SERVICES PO BOX 102514 ATLANTA GA 303682514 TPA FEES 3268001 BIOMEDICAL ENGINEERING CENTER 5151 F STREET SACRAMENTO CA 95819 USM SERVICE CLAIMS 1850745 SHEUERMAN MARTINI AND TABA 1033 WILLOW STREET SAN JOSE CA 95125 LEGAL SERVICES 1546243 La FOLLETE JOHNSON DEHASS 865 SOUTH FIGUEROA STREET SUITE 31 LOS ANGELES CA 900175443 LEGAL SERVICES 1071091 PHILLIPS MEDICAL SYSTEMS PO BOX 847182 DALLAS TX 752847182 USM SERVICE CLAIMS 831263 36 0 PREMIUM REVENUE 524298 58883177 58883177 58883177 7811640 7811640 0 0 178429647 167905286 10524361 10524361 10524361 0 0 0 UBI - MALPRACTICE INSURANCE 524298 124827 124827 124827 77344005 58883177 124827 18336001 0 0 0 0 0 0 0 0 0 0 0 15126 0 15126 0 32036 0 32036 0 0 0 343381 0 343381 0 0 0 0 0 0 0 14084 14084 0 0 0 0 0 0 0 10642 10642 0 0 LOSS AND LOSS ADJUSTMENT 33138582 33138582 0 0 PURCHASED SERVICES 9232736 8765644 467092 0 INSURED INCENTIVE FEE 2555514 2555514 0 0 REINSURANCE 1625800 1625800 0 0 109821 100612 9209 47077722 46210878 866844 0 0 0 2749689 3938101 0 0 0 0 0 0 0 0 0 0 0 0 373914 913543 153986522 178429647 0 0 0 0 0 0 2577711 2598866 159687836 185880157 2359662 106543 0 0 0 76458 0 0 0 0 0 0 0 0 0 0 109353572 117774299 111713234 117957300 X 47974602 67922857 0 0 0 0 47974602 67922857 159687836 185880157 X 30266283 -10318028 X false true true X false X X X false false false ADOLESCENT TREATMENT CENTER INC 680088443 03 true true true 0 SUTTER WEST BAY HOSPITALS 940562680 03 true true true 0 EAST BAY PERINATAL CENTER 510172285 03 true true true 0 EDEN MEDICAL CENTER 942948100 03 true true true 0 SUTTER CENTRAL VALLEY HOSPITALS 941080917 03 true true true 0 MILLS-PENINSULA HEALTH SERVICES 941156265 03 true true true 0 PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE RESEARCH & ED 941156581 03 true true true 0 SUTTER WEST BAY MEDICAL FOUNDATION 942948131 03 true true true 0 SAMUEL MERRITT UNIVERSITY 942992642 02 true true true 0 SUTTER AUBURN FAITH HOSPITAL FOUNDATION 942594966 07 true true true 0 SUTTER COAST HOSPITAL 942988520 03 true true true 0 SUTTER EAST BAY HOSPITALS 941196176 03 true true true 0 SUTTER EAST BAY MEDICAL FOUNDATION 942690415 03 true true true 0 SUTTER GOULD MEDICAL FOUNDATION 941682256 03 true true true 0 SUTTER HEALTH PACIFIC 990298651 03 true true true 0 SUTTER HEALTH SACRAMENTO SIERRA REGION 941156621 03 true true true 0 SUTTER MEDICAL CENTER FOUNDATION 942788906 03 true true true 0 SUTTER ROSEVILLE MEDICAL CENTER FOUNDATION 680040113 07 true true true 0 SUTTER SOLANO CHARITABLE FOUNDATION 942668262 07 true true true 0 SUTTER VISITING NURSES ASSOCIATION AND HOSPICE 946068843 09 true true true 0 20 0 0 INSURANCE LIABILITIES 106976762 PAYABLE TO RELATED PARTIES 10797537 117774299 77344005 47077722 30266283 -10318028 -10318028 19948255 75401114 75401114 343381 1599510 1942891 77344005 45134831 45134831 343381 1599510 1942891 47077722 FIN 48 (ASC 740) FOOTNOTE FROM AUDIT 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 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 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, 2011 AND 2010, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. OTHER CHANGES IN NET ASSETS PART XI, QUESTION 8 DISTRIBUTION (10,318,028) OTHER REVENUE ON RETURN BUT NOT ON BOOKS PART XII, QUESTIONS 4B REINSURANCE RECOVERABLES (26,290) REINSURANCE ADD BACK 1,625,800 --------- TOTAL 1,599,510 ========= OTHER EXPENSES ON RETURN BUT NOT ON BOOKS PART XIII, QUESTION 4B REINSURANCE RECOVERABLES (26,290) REINSURANCE ADD BACK 1,625,800 --------- TOTAL 1,599,510 ========= X X true true X X X X false true false false false false false true false SHELLY BOEHM 0 236851 0 95671 0 304 0 84761 0 13181 0 430768 0 103840 COLETTE BOUDREAU 0 362231 0 126762 0 486 0 135417 0 7226 0 632122 0 141131 FLORENCE DI BENEDETTO 0 536126 0 350953 0 5940 0 534706 0 10412 0 1438137 0 350953 PATRICK FRY 0 1556049 0 1472283 0 16884 0 2163921 0 32168 0 5241305 0 1637694 BONNIE GEORGE 0 320378 0 0 0 0 0 10017 0 12335 0 342730 0 0 ROBERT REED 0 1055465 0 659671 0 3304 0 1101784 0 20426 0 2840650 0 787353 RELEVANT INFORMATION REGARDING COMPENSATION ITEMS PART I, QUESTION 1A FIRST-CLASS TRAVEL: CERTAIN OFFICERS AND KEY EMPLOYEES OF SUTTER HEALTH MAY UPGRADE TO FIRST-CLASS TRAVEL FOR FLIGHTS GREATER THAN FOUR HOURS IN DURATION. 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. SUPPLEMENTAL COMPENSATION INFORMATION PART I, QUESTION 3 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. NONQUALIFIED RETIREMENT PLAN PART I, QUESTION 4B 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 PART I, QUESTION 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 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. MISSION STATEMENT FORM 990 PART I, LINE 1 AND PART III, LINE 1 SISCO IS A RISK MANAGEMENT SUPPORT ORGANIZATION THAT ASSISTS SUTTER HEALTH AND ITS AFFILIATES IN ACCOMPLISHING THEIR FINANCIAL, PATIENT CARE, AND BUSINESS GOALS AND OBJECTIVES THROUGH SOUND RISK FINANCING AND RISK MANAGEMENT PROGRAMS AND PRACTICES. EXEMPT PURPOSE ACHIEVEMENTS FORM 990 PART III, LINE 4A THE PRINCIPAL ACTIVITY OF SUTTER INSURANCE SERVICES CORPORATION (SISCO) IS TO PROVIDE SUPPORT AND BENEFIT TO SUTTER HEALTH AND ITS AFFILIATES. SISCO DOES THIS BY PROVIDING INSURANCE AND RISK MANAGEMENT SERVICES AND SERVING AS A REPOSITORY FOR FUNDS PAID IN BY SUTTER HEALTH AND ITS AFFILIATES FOR THE PURPOSE OF SELF-INSURING. SISCO IS OPERATED AS AN INTEGRAL PART OF AND PERFORMS AN ESSENTIAL FUNCTION FOR SUTTER HEALTH AND ITS AFFILIATES. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTIONS 6 & 7A 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. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER ALL 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: (1) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; (2) AMENDMENT/RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THESE BYLAWS; (3) APPROVAL OF OPERATING AND CAPITAL BUDGETS, HOWEVER, THE CORPORATION MAY DEVELOP BUDGETS WITHIN GUIDELINES AS SET BY THE SOLE MEMBER; (4) LONG-TERM OR MATERIAL AGREEMENTS. (5) APPOINTMENT OF AN INDEPENDENT AUDITOR AND THE HIRING OF CORPORATE COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE SOLE MEMBER AND THE CORPORATION; (6) THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATED ENTITY; (7) 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 THEREOF; (8) APPROVAL OF STRATEGIC PLANS OF THE CORPORATION; AND (9) A TRANSACTION BETWEEN THE CORPORATION AND A DIRECTOR OF THE CORPORATION. SOLE MEMBER REVIEW OF MAJOR ACTIVITIES. THE SOLE MEMBER MAY REVIEW MAJOR ACTIVITIES OF THE CORPORATION. "MAJOR ACTIVITIES" ARE MATTERS THAT THE SOLE MEMBER HAS DECLARED MAJOR, BY WRITTEN NOTICE TO THE CORPORATION THAT IDENTIFIES THE MATTER REQUIRING APPROVAL. NOTICES RECEIVED PURSUANT TO THIS SUBSECTION SHALL BE RECORDED IN THE CORPORATE RECORDS OF THE CORPORATION. DESCRIBE THE PROCESS USED BY MGMT &/OR GOVERNING BODY TO REVIEW FORM 990 FORM 990, PART VI, QUESTION 11B 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. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12 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 FOR DETERMINING COMPENSATION FORM 990, PART VI, QUESTION 15 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. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 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. HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION FORM 990, PART VII THE FOLLOWING BOARD MEMBERS AND/OR OFFICERS 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. ROBERT REED PATRICK FRY FLORENCE DI BENEDETTO SHELLY BOEHM OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 5 DISTRIBUTION $(10,318,028) ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true ALTA BATES SUMMIT FOUNDATION 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510160184 FUNDRAISING CA 501(C)(3) 11a - I SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 11a - I SUTTER WBH true DELTA MEMORIAL HOSPITAL FOUNDATION 3901 LONE TREE WAY ANTIOCH CA 94509 942417022 FUNDRAISING CA 501(C)(3) 11a - I SUTTER EBH true EAST BAY PERINATAL CENTER 350 HAWTHORNE AVE OAKLAND CA 94609 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true EDEN MEDICAL CENTER 20103 LAKE CHABOT ROAD CASTRO VALLEY CA 94546 942948100 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true MARIN COMMUNITY HEALTH 250 BON AIRE ROAD GREENBRAE CA 94904 942994751 SUPPORTING OR CA 501(C)(3) 11b - II SUTTER HLTH 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) 11a - I 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) 11a - I 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) 3 SUTTER HLTH true SUTTER GOULD MEDICAL FOUNDATION 600 COFFEE ROAD MODESTO CA 95355 941682256 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 11c 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 SACRAMENTO SIERRA REGION PO BOX 160727 SACRAMENTO CA 95816 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION PO BOX 160727 SACRAMENTO CA 95816 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER MEDICAL CENTER CASTRO VALLEY 20130 LAKE CHABOT RD 103 CASTRO VALLEY CA 94546 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 680273974 HEALTH CARE CA 501(C)(3) 11b - II SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION ONE MEDICAL PLAZA ROSEVILLE CA 95661 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER SOLANO CHARITABLE FOUNDATION 300 HOSPITAL DRIVE VALLEJO CA 94589 942668262 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER VISITING NURSE ASSOC AND HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 946068843 HEALTH CARE CA 501(C)(3) 9 SUTTER HLTH true SUTTER WEST BAY HOSPITALS 2333 BUCHANAN STREET SAN FRANCISCO CA 94115 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER WEST BAY MEDICAL FOUNDATION 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 942948131 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 680318845 FUNDRAISING CA 501(C)(3) 11a - I SUTTER CVH true MAGNETIC IMAGING AF 175 LENNON WLN CK CA 94598 942953833 PATIENT CARE CA NA N/A SURG CTR OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 OUTPATIENT SURG CA NA N/A ALTA CT SERVICES LP 175 LENNON WLN CK CA 94598 943083464 PATIENT CARE CA NA N/A CALIFORNIA PACIFIC ADV IMAGING LLC PO BOX 6102 NOVATO CA 94948 562311840 MRI JOINT VENTURE CA NA N/A SAN FRANCISCO ENDOSCOPY CENTER LLC 3000 RIVERCHASE BIRMINGHAM AL 35244 912160588 ENDOSCOPY JV CA NA N/A PRESIDIO SURGERY CENTER LLC 1635 DIVISADERO SF CA 94115 320144060 AMBULATORY SURG CA NA N/A SUTTER FAIRFIELD SURGERY CTR 2700 LOW CT FAIRFIELD CA 94533 300233892 SURGERY CA NA N/A TWIN CITIES SURGICAL HOSPITAL LLC 250 S WACKER CHICAGO IL 60606 352182617 SURGERY CA NA N/A HEALTH VENTURES INC 350 HAWTHORNE ST OAKLAND CA 94609 942918780 HEALTH SERVICE CA NA C CORP false false false false false false false false false false false false false false false false true true