2012-10-19T10:38:46-05:00 2011-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2011-01-01 510172285 EAST BAY PERINATAL CENTER % TERESA HO EAST 9162866665 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 AARON ADAMS 9162866665 2012-10-15 true 8013503300 2011 2016-02-24 21:20:13Z DAVID BRADLEY 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 721255 false X WWW.SUTTERHEALTH.ORG X 1975 CA SEE SCHEDULE O 3 2 11 0 0 0 0 0 748018 718491 3799 2764 0 0 751817 721255 0 0 0 0 706763 624318 0 0 0 1970177 2053598 2676940 2677916 -1925123 -1956661 268054 193293 428431 360693 -160377 -167400 X SEE SCHEDULE O false false 2444181 0 718491 SEE SCHEDULE O 2444181 true false false false false false false false false false true false false false false true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false false true 0 0 11 true false false false false false false false false false false X 3 2 false false false false true true true true true false false false true true true true true true true false CA X TERESA HO 5108698284 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 X DAVID BRADLEY 1.0 X X 0 922064 743851 CAROL N D'ONOFRIO DR PHD 1.0 X 0 0 0 THOMAS G DRESE 1.0 X 0 0 0 AARON ADAMS 1.0 X 0 449159 89615 AMY CELLA 1.0 X 0 350900 116305 BRIAN HUNTER 1.0 X 0 583847 131007 ROBERT PETRINA 1.0 X 0 319055 67604 KATHLEEN MOLLOY 40.0 X 0 141006 0 WARREN KIRK X 0 441026 53000 0 3207057 1201382 0 true true false EAST BAY PERINATAL MEDICAL ASSOCIAT 350 30TH STREET SUITE 208 OAKLAND CA 94609 MEDICAL SERVICES 928207 EAST BAY PHYSICIAN MGMT INC 350 30TH STREET SUITE 208 OAKLAND CA 94609 MGMT & STAFFING FEES 437914 2 0 PATIENT SERVICE REVENUE 622000 718491 718491 718491 2764 2764 0 0 0 0 0 0 0 721255 718491 2764 0 0 0 0 0 0 350904 350904 0 0 0 231779 231779 0 0 41635 41635 0 0 141006 0 141006 0 0 6250 0 6250 0 0 0 3671 0 3671 0 1055655 1055655 0 0 0 25410 25410 0 0 12795 12795 0 0 0 208829 208829 0 0 0 0 0 0 0 3918 3918 0 0 31 31 0 0 PURCHASED SERVICES 519045 436237 82808 0 SUPPLIES 75001 75001 0 0 ALL OTHER 1987 1987 0 0 2677916 2444181 233735 0 0 0 181410 126728 0 0 71009 51529 0 0 0 0 0 0 9432 12751 0 0 115019 112734 6203 2285 0 0 0 0 0 0 0 0 0 0 268054 193293 428431 360693 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 428431 360693 X -160377 -167400 0 0 0 0 -160377 -167400 268054 193293 X -1956661 1949638 X false true true X false X 0 8004 8004 0 107015 104730 2285 2285 0 0 FIN48 (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. X X true true X X X X false true false false false false false true false AARON ADAMS 0 285717 0 89843 0 73599 0 82579 0 7036 0 538774 0 89843 DAVID BRADLEY 0 615640 0 293255 0 13169 0 730657 0 13194 0 1665915 0 336255 AMY CELLA 0 262975 0 83438 0 4487 0 103052 0 13253 0 467205 0 83438 BRIAN HUNTER 0 409121 0 111033 0 63693 0 112705 0 18302 0 714854 0 125308 WARREN KIRK 0 441026 0 0 0 0 0 53000 0 0 0 494026 0 0 ROBERT PETRINA 0 177261 0 141359 0 435 0 63445 0 4159 0 386659 0 141359 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 IT IS THE MISSION OF EAST BAY PERINATAL CENTER (EBPC) TO PROVIDE FULL SCOPE PRENATAL, POSTPARTUM AND FAMILY PLANNING CARE TO LOW-INCOME, UNDERSERVED WOMEN AND TEENS IN THE EAST BAY AREA. OUR PRENATAL SERVICES INCLUDE THE MANAGEMENT OF BOTH LOW- AND HIGH-RISK PREGNANCIES, AND ASSESSMENT TO IDENTIFY HEALTH AND EDUCATION NEEDS FOR MOTHER, FETUS, AND THE MATERNAL SUPPORT SYSTEMS. EXEMPT PURPOSE ACHIEVEMENTS FORM 990, PART III, LINE 4A EAST BAY PERINATAL CENTER PROVIDES FULL SCOPE PRENATAL, POSTPARTUM AND FAMILY PLANNING CARE TO LOW-INCOME, UNDERSERVED WOMEN AND TEENS IN THE EAST BAY AREA. OUR PRENATAL SERVICES INCLUDE THE MANAGEMENT OF BOTH LOW- AND HIGH-RISK PREGNANCIES. THE CLINIC PROVIDES PRE-CONCEPTUAL, PRENATAL, POSTPARTUM AND BASIC GYN CARE AND COUNSELING, ASSESS AND IDENTIFY HEALTH AND EDUCATION NEEDS FOR MOTHER, FETUS, AND THE MATERNAL SUPPORT SYSTEM (PARTNER AND FAMILY), AND IDENTIFY HIGH-RISK PRENATAL CONDITIONS AND INITIATE PLAN OF CARE AS APPROPRIATE TO CONDITION OR DIAGNOSIS. ADDITIONAL SERVICES PROVIDED TO MEET SPECIALIZED PATIENT NEEDS INCLUDE COMPREHENSIVE PERINATAL SERVICES PROGRAM (CPSP), PERINATAL HEALTH EDUCATION STAFF, HEALTH EDUCATION AND DIABETES MANAGEMENT THROUGH CALIFORNIA DAPP PROGRAM AND SWEET SUCCESS GUIDELINES. EBPC SPECIALIZES IN CARING FOR WOMEN WITH HIGH RISK PREGNANCIES INCLUDING MEDICAL COMPLICATIONS SUCH AS ASTHMA, DIABETES, HIGH BLOOD PRESSURE, HEART DISEASE, AND SICKLE CELL DISEASE. CARE IS ALSO PROVIDED TO THE PERINATAL POPULATION WITH OBSTETRICAL PROBLEMS SUCH AS RECURRENT PREGNANCY LOSS, PRETERM LABOR, AND FETAL ABNORMALITIES. EAST BAY PERINATAL PROVIDES REFERRAL, COUNSELING, AND SUPPORT FOR PATIENTS WITH, HEALTH EDUCATION NEEDS, SOCIAL PROBLEMS, SUBSTANCE ABUSE ISSUES, PSYCHIATRIC DIAGNOSES, DOMESTIC VIOLENCE ISSUES, TEEN PREGNANCY AND HOMELESSNESS. DURING 2011 THE CLINIC SERVED A TOTAL OF 1,959 PATIENTS FOR AN ESTIMATED TOTAL OF 13,233 VISITS. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTIONS 6 & 7A SUTTER EAST BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION 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 EAST BAY HOSPITALS AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: (A) MERGER, CONSOLIDATION OR DISSOLUTION OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (B) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION; (C) APPROVAL OF AGGREGATE OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (D) AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF ONE (1) YEAR OR LESS FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; AND AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF MORE THAN ONE (1) YEAR FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME. FOR THE PURPOSE OF THIS SUBPARAGRAPH, THE TERM "AGGREGATE BORROWING" INCLUDES BUT IS NOT LIMITED TO LEASE AGREEMENTS AND CONTRACTS OF SALE; (E) PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, OF THIS CORPORATION OR OF ANY OPERATING CORPORATION, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGETS, WITH A VALUE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; (F) APPROVAL OF ORGANIZATIONAL STRATEGIC PLANS OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (G) APPOINTMENT OF THE INDEPENDENT AUDITOR OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (H) APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST; (I) APPROVAL OF ANY TRANSACTIONS OR POLICIES WHICH MAY MATERIALLY AFFECT THE MEMBER OR WHICH THE MEMBER DETERMINES ARE MAJOR TRANSACTIONS OR MAJOR POLICIES. IN ADDITION, SUTTER EAST BAY HOSPITALS SHALL HAVE AUTHORITY TO INITIATE POLICY FOR THIS CORPORATION WHERE SUCH POLICY INVOLVES EITHER (A) COORDINATION OF THE ACTIVITIES OF THIS CORPORATION WITH ANY OTHER CORPORATION OF WHICH SUTTER EAST BAY HOSPITALS IS ALSO THE CORPORATE MEMBER OR (B) ANY POLICY OR ACTION OF SUTTER HEALTH NECESSARY FOR THE REGIONAL SYSTEM TO EFFECTIVELY FULFILL ITS PURPOSES. 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. 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 FOR RELATED ORGANIZATIONS FORM 990, PART VII THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. DAVID BRADLEY AMY CELLA ROBERT PETRINA BRIAN HUNTER AARON ADAMS OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 5 CHANGE IN UNREALIZED GAIN/(LOSS) ON INVESTMENTS $ (362) EQUITY TRANSFERS (NET) 1,950,000 ---------- TOTAL $1,949,638 ========== 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 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 INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 800 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 11b - II 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