2011-06-21T17:09:30-05:00 2010-06-30 990 2009-07-01 954457756 CEDARS-SINAI MEDICAL CARE FOUNDATION CEDA 3103853200 200 N ROBERTSON BLVD No 101 BEVERLY HILLS CA 90211 Thomas D Gordon 3103853220 2011-06-21 2009 2016-02-24 21:20:13Z X THOMAS D GORDON 200 N ROBERTSON BL 101 BH CA 90211 129683210 0 X WWW.CSMC.EDU X 1994 CA TO ENHANCE CEDARS-SINAI'S ABILITY TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES. 17 7 384 0 635398 0 17436712 22318384 101936571 107334081 83757 23614 150199 7131 119607239 129683210 3847 5000 0 0 22608206 27169040 0 0 0 93242049 97960533 115854102 125134573 3753137 4548637 25596492 31092069 16064304 17011244 9532188 14080825 THE FOUNDATION WAS FORMED TO ENHANCE THE ABILITY OF THE MEDICAL CENTER TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES TO THE RESIDENTS OF LOS ANGELES COUNTY CALIFORNIA. IN PARTICULAR, THE MEDICAL CENTER BELIEVES THE FOUNDATION WILL FURTHER ITS CHARITABLE HEALTH CARE PURPOSES BY PROVIDING MEDICAL EDUCATION, RESEARCH AND VARIOUS MEDICAL BENEFITS TO THE COMMUNITY. PLEASE REFER TO THE STATEMENT OF PROGRAM ACCOMPLISHMENTS FOR A FULL DESCRIPTION OF SERVICES PROVIDED. 0 0 112921437 5000 106705814 CEDARS-SINAI MEDICAL CARE FOUNDATION (FOUNDATION), A NONPROFIT PUBLIC BENEFIT CORPORATION, WAS FORMED BY CEDARS-SINAI MEDICAL CENTER (MEDICAL CENTER) , AN IRC SECTION 501(C)(3) CORPORATION, FOR THE PURPOSE OF ESTABLISHING AND OPERATING OUTPATIENT MEDICAL CARE CLINICS AS PART OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM IN LOS ANGELES COUNTY, CALIFORNIA. (CONTINUED ON SCHEDULE O, PAGE 32)THE MEDICAL CENTER IS THE SOLE CORPORATE MEMBER OF THE FOUNDATION. IN ADDITION, THE MEDICAL CENTER IS LICENSED AS A GENERAL ACUTE CARE HOSPITAL UNDER APPLICABLE CALIFORNIA LAWS AND OWNS AND OPERATES HEALTH CARE FACILITIES PRINCIPALLY LOCATED IN LOS ANGELES, CALIFORNIA. THE FACILITIES ARE LICENSED FOR 958 BEDS AND INCLUDE A 1.6 MILLION SQUARE FOOT MAIN COMPLEX AND OTHER PHYSICAL STRUCTURES CONTIGUOUS THERETO SITUATED ON A 19-ACRE SITE. THE MEDICAL CENTER IS THE LARGEST PRIVATE VOLUNTARY HEALTH CARE FACILITY IN THE STATE OF CALIFORNIA AND IS A TERTIARY CARE TEACHING HOSPITAL WHICH PROVIDES A FULL COMPLEMENT OF SPECIALTY AND SUBSPECIALTY SERVICES AS A REGIONAL RESOURCE.THE FOUNDATION WAS FORMED TO ENHANCE THE ABILITY OF THE MEDICAL CENTER TO EFFECTIVELY AND EFFICIENTLY DELIVER HEALTH CARE SERVICES TO THE RESIDENTS OF LOS ANGELES COUNTY CALIFORNIA. IN PARTICULAR, THE MEDICAL CENTER BELIEVES THE FOUNDATION WILL FURTHER ITS CHARITABLE HEALTH CARE PURPOSES IN THE FOLLOWING WAYS:1. PROVIDING RESPONSE TO THE NEED FOR OUTPATIENT SERVICES: THE DELIVERY OF HEALTH CARE SERVICES IS RAPIDLY CONVERTING FROM AN INPATIENT TO AN OUTPATIENT SETTING, RESULTING IN THE NEED FOR A VEHICLE TO DELIVER OUTPATIENT AS WELL AS INPATIENT SERVICES THROUGH AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE FOUNDATION SERVES AS THE VEHICLE. COORDINATION OF THE MEDICAL CENTER'S ACUTE CARE HOSPITAL OPERATIONS AND THE FOUNDATION'S OUTPATIENT CLINIC OPERATIONS HELP AVOID UNNECESSARY DUPLICATION, POTENTIAL EXCESS CAPACITY, AND RELATED INEFFICIENCIES, AND THEREBY REDUCES THE OVERALL COST OF DELIVERING HEALTH CARE TO THE RESIDENTS OF LOS ANGELES COUNTY.2. PROVIDES RESOURCES TO DEVELOP AND MANAGE OUTPATIENT CLINICS: THE FOUNDATION PROVIDES RESOURCES WHICH THE MEDICAL CENTER USES TO DEVELOP MULTI-SPECIALTY OUTPATIENT MEDICAL CLINICS TO BETTER SERVE THE COMMUNITY. THE MEDICAL CENTER MAINTAINS SUFFICIENT CONTROL SO AS TO ENSURE THAT THOSE CLINICS OPERATE ON A NONPROFIT BASIS IN FURTHERANCE OF THE OVERALL CHARITABLE HEALTH CARE GOALS OF THE MEDICAL CENTER AND THE FOUNDATION.3. ASSUMES RISK THROUGH CAPITATED MODEL: HEALTH CARE PAYERS HAVE SHIFTED HEALTH CARE RISKS TO THE PROVIDERS OF CEDARS-SINAI MEDICAL CARE FOUNDATION HEALTH CARE SERVICES. IN DOING SO, THE PAYERS HAVE CREATED MECHANISMS AND INCENTIVES TO PROVIDE QUALITY CARE AT THE LOWEST POSSIBLE COST. THE FORMATION OF THE FOUNDATION ALLOWS THE MEDICAL CENTER AND THE PHYSICIANS WITH WHOM THE FOUNDATION CONTRACTS FOR MEDICAL SERVICES TO COORDINATE INPATIENT, OUTPATIENT AND ANCILLARY SERVICES, ACHIEVE EFFICIENCIES OF SCALE, AND IN GENERAL OPERATE MORE EFFICIENTLY IN A MANAGED CARE ENVIRONMENT, WITHOUT SACRIFICING QUALITY OF CARE. THE FOUNDATION'S MEDICAL SERVICES ARE TO BE DELIVERED EITHER AT THE OUTPATIENT CLINICS OWNED BY THE FOUNDATION OR AT THE MEDICAL CENTER'S HOSPITAL. THE FOUNDATION MAINTAINS URGENT-CARE HOURS FROM 9:00 A.M. TO 9:00 P.M., MONDAY THROUGH FRIDAY, AND 9:00 A.M. TO 1:00 P.M. ON SATURDAY AND SUNDAY, DESIGNED TO HANDLE NON-LIFE-THREATENING MEDICAL EMERGENCIES WHICH DO NOT REQUIRE A VISIT TO A HOSPITAL EMERGENCY ROOM. ADDITIONALLY, FOUNDATION PHYSICIANS ARE ON CALL 24 HOURS A DAY.4. PROVIDES COMMUNITY AND PHYSICIAN HEALTH EDUCATION, AND PERFORMS CLINICAL RESEARCH ACTIVITIES: THE MEDICAL CENTER AND THE FOUNDATION PROVIDE A SIGNIFICANT AMOUNT OF COMMUNITY MEDICAL EDUCATIONAL AND CLINICAL RESEARCH ACTIVITIES. THESE PROGRAMS ARE AN IMPORTANT AND MATERIAL PART OF THE OVERALL SERVICES OFFERED BY THE HEALTH SYSTEM, FOR WHICH TREMENDOUS MEDICAL AND CAPITAL RESOURCES ARE EXPENDED. THE NUMBER OF PROGRAMS OFFERED TO THE GENERAL PUBLIC WILL REPRESENT A SUBSTANTIAL INCREASE IN THE AVAILABILITY OF THESE PROGRAMS TO THE MEMBERS OF THE COMMUNITY WITHIN THE FOUNDATION SERVICE AREA.COMMUNITY EDUCATION:THE FOLLOWING FREE OR LOW COST HEALTH CARE EDUCATION PROGRAMS ARE OFFERED TO THE COMMUNITY:- SMOKING CESSATION PROGRAM- DIABETES MANAGEMENT- MULTIPLE MEDICATION MANAGEMENT- BACK CARE CLASS- PRENATAL CARE CLASS- EDUCATIONAL HEALTHCARE LECTURES TO THE COMMUNITY- COMMUNITY AND COMPANY HEALTHCARE SCREENINGS, SUCH AS GLUCOSE TESTING AND BLOOD PRESSURE CHECKSCONTINUING PHYSICIAN EDUCATION:THE FOLLOWING EDUCATIONAL PROGRAMS ARE INTENDED TO BENEFIT THE COMMUNITY BY INCREASING THE LEVEL OF SKILL PROVIDED BY COMMUNITY PHYSICIANS:- CONTINUING EDUCATION, OPEN TO ALL PHYSICIANS IN THE COMMUNITY, INTENDED TO IMPROVE THE QUALITY OF CARE.- EXPANDING THE FOCUS OF GRADUATE MEDICAL EDUCATION TO INCLUDE RESIDENCY AND FELLOWSHIP TRAINING IN PRIMARY CARE AND OUTPATIENT SERVICES.CLINICAL RESEARCH:CLINICAL OUTREACH - THE FOUNDATION IS WORKING CLOSELY WITH INTERNAL MEDICINE PHYSICIANS IN THE COMMUNITY TO PERFORM CLINICAL OUTREACH TO CO-MANAGE THEIR PATIENTS WITH DIABETES, CARDIOVASCULAR DISEASE, AND THOSE WHO TAKE PERSISTENT MEDICATIONS. CLINICAL RESEARCH INTENDING TO BENEFIT THE COMMUNITY IS CONDUCTED IN THE FOLLOWING AREAS:- STRATEGIES TO REDUCE THE COST OF CARE AND IMPROVE THE QUALITY OF CARE IN PHYSICIANS' OFFICES- BLOOD PRESSURE CONTROL- CORONARY ARTERY DISEASE- CHRONIC DISEASE MANAGEMENT- DIABETES- WELLNESS AND PREVENTATIVE SCREENINGS CLINICAL TRIALS - THE FOUNDATION ALSO PARTICIPATES IN DEDICATING TIME TO RECRUITING AND TRACKING PATIENTS FOR IRB-APPROVED CLINICAL TRIAL EFFORTS, PARTICULARLY AROUND THE HEMATOLOGY/ONCOLOGY SPECIALTY, STUDYING SUCH AREAS AS GASTROENTEROLOGICAL AND BREAST CANCERS. THESE CLINICAL TRIALS ARE PROGRAM-RELATED AS PATIENT CARE.IN ADDITION TO THE PROGRAMS SET FORTH ABOVE, THE FOUNDATION PARTICIPATES WITH THE MEDICAL CENTER IN OUTCOMES RESEARCH REGARDING THE QUALITY OF HEALTH CARE. THE DEVELOPMENT OF A VERTICALLY-INTEGRATED HEALTH CARE SYSTEM REQUIRES BOTH DOCUMENTATION OF AND IMPROVEMENT IN THE QUALITY OF CARE, SPECIFICALLY, THE CARE PROVIDED IN PHYSICIANS' OFFICES. ALTHOUGH THE QUALITY OF CARE PROVIDED IN HOSPITALS HAS BEEN MEASURED ON AN ONGOING BASIS FOR MANY YEARS, THERE WAS LESS KNOWN ABOUT THE QUALITY OF CARE PROVIDED IN PHYSICIANS' OFFICES. OUTCOMES RESEARCH WHICH QUANTIFIES THE QUALITY OF CARE PROVIDED IN THE PHYSICIANS' OFFICES OF THE FOUNDATION, IS READILY AVAILABLE IN A VERTICALLY-INTEGRATED HEALTH CARE SYSTEM. THE FOUNDATION PROVIDES THE INFORMATION NECESSARY TO DRAMATICALLY IMPROVE SUCH CARE, WHICH BENEFITS THE COMMUNITY.5. PROVIDES CHARITY CARE: THE FOUNDATION PHYSICIANS ARE REQUIRED TO PARTICIPATE IN CHARITY HEALTH CARE PROGRAMS ESTABLISHED AND OPERATED BY THE FOUNDATION AND THE MEDICAL CENTER. THE EVENTUAL GOAL OF THE INTEGRATED HEALTH CARE DELIVERY SYSTEM IS FOR THE FOUNDATION'S CLINICS TO PROVIDE THE OUTPATIENT NEEDS OF THE INDIGENT IN THE COMMUNITY. CURRENTLY, THE MEDICAL CENTER PROVIDES INPATIENT AND OUTPATIENT SERVICES TO INDIGENT EMERGENCY ROOM PATIENTS WHO REQUIRE SUCH SERVICES. FOR THOSE PATIENTS UNABLE TO PAY, THE FOUNDATION PROVIDES THEM WITH CHARITY CARE DURING CLINIC HOURS IF THEY MEET PREDETERMINED CRITERIA. THE PHYSICIANS OF THE FOUNDATION ALSO PROVIDE INDIGENT CARE AT THE MEDICAL CENTER AS PART OF THEIR HOSPITAL STAFFING ASSISTANCE.THE FOUNDATION PROVIDES HEALTH CARE SERVICES TO MEDI-CAL AND MEDICARE PROGRAM BENEFICIARIES WITHOUT DISCRIMINATING. (CONTINUED ON SCHEDULE O, PAGE 47) 112921437 1 1 0 0 0 0 0 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 1 643 0 1 384 1 1 1 0 0 0 0 0 0 0 0 17 7 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X DEBORAH A BOTTEN 3104238473 11600 INDIAN HILLS RD SUITE 306 MISSION HILLS CA 91345 THOMAS M PRISELAC 5.00 X X 0 3153589 764618 THOMAS D GORDON 26.00 X X 0 1567012 115668 PETER E BRAVEMAN ESQ 5.00 X X 0 1948206 119454 EDWARD PRUNCHUNAS 5.00 X X 0 2083452 221668 STEPHEN DEUTSCH MD 26.00 X X 0 937977 148849 ROBERT M ELLER 1.00 X 0 0 0 VERA GUERIN 1.00 X 0 0 0 RICHARD B JACOBS 1.00 X 0 1394839 191437 MICHAEL L LANGBERG MD 1.00 X 0 1030955 229292 THOMAS J LEANSE ESQ 1.00 X 0 0 0 JAMES MELTZER MD 1.00 X 48985 0 0 STEWART MIDDLER MD 1.00 X 37188 0 0 JAMES A NATHAN 1.00 X 0 0 0 LAWRENCE B PLATT 1.00 X 0 0 0 MARK S SIEGEL 1.00 X 0 0 0 THEODORE N STEIN MD 1.00 X 0 0 0 LESLIE VERMUT 1.00 X 0 0 0 JILL MARTIN 26.00 X 0 505110 65425 CYNTHIA LITT DECULUS 40.00 X 246044 0 55261 DEBORAH LIPSTATE 40.00 X 135724 0 32357 MARK KRUSE 40.00 X 175721 0 30746 BIBIAN VABREY 40.00 X 135019 0 8779 MARY CLARE LINGEL 40.00 X 0 230824 49509 KARINE AZIZIAN 40.00 X 137528 0 25179 916209 12851964 2058242 18 0 1 0 CEDARS-SINAI MEDICAL GROUP 200 N ROBERTSON BL 101 BEVERLY HILLS CA 90211 PHYSICIAN SERVICES 26283504 CEDARS-SINAI MEDICAL CENTER 8700 BEVERLY BLVD LOS ANGELES CA 90048 MEDICAL CLAIMS 4846339 GENERAL ANESTHESIA SPECIALISTS PARTNERSH PO BOX 51508 LOS ANGELES CA 90051 ANESTHESIA SERVICES 4392554 CEDARS-SINAI HEALTH ASSOCIATES 200 N ROBERTSON BL 101 BEVERLY HILLS CA 90211 PHYSICIAN SERVICES 2506335 CEDARS-SINAI IMAGING MEDICAL GROUP PO BOX 4313 WOODLAND HILLS CA 91365 IMAGING SERVICES 2119274 49 22315549 2835 22318384 PREMIUM REVENUE 621400 58108019 58108019 PATIENT CARE 621400 43152948 42517550 635398 MEDICARE/MEDICAID PMT 621400 5855885 5855885 MED RESIDENT TEACHING 611600 175999 175999 SUBLEASE INCOME 531120 41230 41230 107334081 23614 23614 7131 7131 7131 129683210 106705814 635398 23614 5000 5000 1151521 1151521 17963931 17963931 1561736 1561736 3841364 3841364 2650488 2650488 10418738 10418738 16000 16000 64849861 64849861 4950147 4828412 121735 181346 181346 7858513 7858513 38004 38004 1487040 1487040 1855393 1855393 BAD DEBT EXPENSE 4217160 4217160 PARKING 680157 680157 LICENSE & TAXES 246028 246028 MOVING/STORAGE 208424 208424 953722 732612 221110 125134573 112921437 12213136 0 4897 6294 4609336 10869368 8094976 7785914 10278 668184 476529 78212 87607 849225 624167 18789696 11296880 7643670 7492816 3385202 3496862 252512 252512 25596492 31092069 11251695 12502371 306185 0 3385202 3496862 1121222 1012011 16064304 17011244 X 9532188 14080825 9532188 14080825 25596492 31092069 X 0 1 1 X 0 X X X 0 0 0 CEDARS-SINAI MEDICAL CENTER 951644600 501(C)(3) 1 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 12182895 6462082 5720813 4925246 3566390 1358856 1681555 1268408 413147 7492816 DUE TO CSMC 200000 DEFERRED TENANT IMPROVEMENT RECOVERY 812011 1012011 129683210 125134573 4548637 0 4548637 107367661 0 107367661 22315549 22315549 129683210 125134573 0 125134573 0 125134573 Part XII, Line 4b - Other Adjustments: CAPITAL CONTRIBUTION FROM CSMC REPORTED AS AN EQUITY ADJUSTMENT ON THE BOOKS SCHEDULE D, PART IV, LINE 2B: IN CONNECTION WITH THE PURCHASE OF THREE PHYSICIAN PRACTICES IN DECEMBER 1993, OCTOBER 1995, AND DECEMBER 1996, THE FOUNDATION EXECUTED PROMISSORY NOTES (THE NOTES) TOTALING $6,601,016 FOR COVENANTS NOT-TO-COMPETE AND THE NONCASH CONSIDERATION OF THE PURCHASE PRICE. IN LIEU OF MAKING THE PAYMENTS IN ACCORDANCE WITH THE TERMS OF THE NOTES, THE PHYSICIAN PRACTICES AGREED TO HAVE THE FOUNDATION INVEST THE PAYMENT AMOUNTS IN LIFE INSURANCE POLICIES WHICH ARE VALUED AT CASH SURRENDER VALUE. AT JUNE 30, 2010 AND 2009, $3,496,862 AND $3,385,202 RESPECTIVELY, IN SUCH INVESTMENTS, REPRESENTING THE FACE AMOUNT OF THE NOTES PLUS ACCRUED EARNINGS, ARE BEING HELD IN TRUST WITH AN OFFSETTING LIABILITY FOR THE SAME AMOUNT. THE FUNDS HELD IN TRUST AND THE RELATED LIABILITY ARE CLASSIFIED AS CURRENT IN THE ACCOMPANYING BALANCE SHEETS BASED ON THE PHYSICIANS' ABILITY TO REQUEST PAYMENT OF THE FUNDS AT ANY TIME. X 1 1 0 1 0 0 0 0 0 0 0 THOMAS M PRISELAC 0 1038578 0 750467 0 1364544 0 725139 0 39479 0 3918207 0 1282319 THOMAS D GORDON 0 421369 0 190823 0 954820 0 86098 0 29570 0 1682680 0 716358 PETER E BRAVEMAN ESQ 0 433496 0 195000 0 1319710 0 82252 0 37202 0 2067660 0 1152534 EDWARD PRUNCHUNAS 0 560137 0 272500 0 1250815 0 181831 0 39837 0 2305120 0 995001 STEPHEN DEUTSCH MD 0 323653 0 68052 0 546272 0 120784 0 28065 0 1086826 0 514629 RICHARD B JACOBS 0 446040 0 206040 0 742759 0 177956 0 13481 0 1586276 0 560152 MICHAEL L LANGBERG MD 0 601449 0 255517 0 173989 0 187350 0 41942 0 1260247 0 123897 JILL MARTIN 0 275140 0 84863 0 145107 0 53196 0 12229 0 570535 0 143376 CYNTHIA LITT DECULUS 177570 0 27500 0 40974 0 29150 0 26111 0 301305 0 30284 0 DEBORAH LIPSTATE 121180 0 14400 0 144 0 9839 0 22517 0 168080 0 0 0 MARK KRUSE 148081 0 22500 0 5140 0 12313 0 18433 0 206467 0 4826 0 MARY CLARE LINGEL 0 170295 0 25500 0 35029 0 26081 0 23428 0 280333 0 32754 KARINE AZIZIAN 129084 0 8300 0 144 0 9609 0 15570 0 162707 0 0 0 Part I, Line 1a THE ORGANIZATION'S TRAVEL POLICY CONTAINS A PROVISION THAT ALLOWS FLYING FIRST CLASS FOR ANY ONE-WAY FLIGHT THAT IS LONGER THAN EIGHT HOURS. EXCEPTIONS REQUIRE SENIOR EXECUTIVE APPROVAL. THE OFFICERS, DIRECTORS, KEY EMPLOYEES, AND HIGHEST-COMPENSATED EMPLOYEES HAVE, FROM TIME TO TIME, FLOWN FIRST CLASS AS ALLOWED BY THE TRAVEL POLICY. Part I, Line 4a There are two nonqualified deferred compensation plans in which one or more of the listed persons participate. The first plan is a deferred compensation plan. This is a "grandfathered" traditional defined benefit plan (no new participants have been added since 1986). The benefit formula is a percentage of the highest five years average annual salary times the number of years of eligible service, with a maximum credited service of 30 years. The second plan is a supplemental retirement allowance that is payable directly to the participants each quarter. The benefit formula for this plan has annual contributions that are either a percentage of salary, or are designed to fund a percentage of the estimated final 5-year average salary. Certain individuals also received payouts from amounts accrued in prior years. In response to new regulatory requirements associated with Internal Revenue Code sections 409A and 457(f), the organization provided an option to its employees on paying out accumulated balances on its various non-qualified deferred compensation arrangements in 2009, or deferring its distribution subject to cliff vesting, in accordance with the IRS-approved one-time 409A transition rule. Certain employees selected the payout option on the accumulated balance associated with the capital accumulation plan and its restoration plan during 2009. The amounts paid out have been included in the W-2 of those participants electing the payout option. Some of the listed persons participate in a retention program that is intended to encourage continued employment with CSHS. Since 2007, the President had participated in this retention program. He received a partial payout of $57,035 in 2009. The President received an additional lump sum payment of $912,759 pursuant to a 2001 agreement that was intended to support a competitive level of overall retirement income considering his 30 years of service at CSHS. The following officers, directors, key employees and highest-compensated employees received payments during the year ended December 31, 2009. A significant portion of the amounts listed below were earned in previous years. THOMAS M. PRISELAC 1,282,319 THOMAS D. GORDON 919,651 PETER E. BRAVEMAN 1,298,210 EDWARD PRUNCHUNAS 1,196,374 STEPHEN DEUTSCH, MD 514,629 RICHARD B. JACOBS 684,576 MICHAEL L. LANGBERG, MD 164,713 JILL MARTIN 143,376 CYNTHIA LITT DECULUS 30,284 MARK KRUSE 4,826 MARY CLARE LINGEL 34,794 CEDARS-SINAI MEDICAL GROUP BOARD MEMBERS ARE MEDICAL GROUP OFFICER OR BOARD MEMBER 27254988 MEDICAL SVC 0 CEDARS-SINAI HEALTH ASSOC BOARD MEMBER IS A MEDICAL GROUP OFFICER 2326295 MEDICAL SVC 0 Form 990, Part VI, Section A, line 2 BOARD MEMBERS S. MIDDLER, AND T. STEIN HAVE A BUSINESS RELATIONSHIP. Form 990, Part VI, Section A, line 6 CEDARS SINAI MEDICAL CENTER IS THE SOLE CORPORATE MEMBER OF CEDARS-SINAI MEDICAL CARE FOUNDATION. Form 990, Part VI, Section A, line 7a CEDARS SINAI MEDICAL CENTER, AS THE SOLE CORPORATE MEMBER, CAN ELECT BOARD OF DIRECTORS TO CEDARS-SINAI MEDICAL CARE FOUNDATION. Form 990, Part VI, Section A, line 7b RESERVED RIGHTS OF CEDARS-SINAI MEDICAL CENTER, THE SOLE CORPORATE MEMBER OF THE FOUNDATION. THE FOLLOWING ACTIONS MUST BE APPROVED OR ACTED UPON BY CEDARS-SINAI MEDICAL CENTER BEFORE BECOMING EFFECTIVE: (A) ANY SALE OR OTHER DISPOSITION OF ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF THE FOUNDATION; (B) ANY MERGER OR AFFILIATION OF THE FOUNDATION WITH ANY PERSON OR ENTITY OTHER THAN THE MEMBER; (C) ANY AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE FOUNDATION; (D) CONDUCTING ANY HOSPITAL BUSINESS, OR ANY NON-HEALTHCARE BUSINESS, OR OWNERSHIP OF ANY DIRECT OR INDIRECT INTEREST IN ANY HOSPITAL; (E) ANY ACT OR OMISSION WHICH CREATES ANY MATERIAL RISK TO THE MEMBER'S TAXEXEMPT STATUS, OR CREATES ANY MATERIAL RISK OF A VIOLATION OF ANY STATE OR FEDERAL LAWS; (F) DISSOLUTION OF THE FOUNDATION OR THE FILING OF ANY BANKRUPTCY PETITION; (G) CREATION OF ANY NEW CORPORATION, PARTNERSHIP OR ASSOCIATION; (H) ACQUISITION OF OR THE INVESTMENT IN A NEW OPERATING BUSINESS; (I) ENTERING INTO ANY PARTNERSHIPS OR JOINT VENTURES; (J) ADOPTION OF OR CHANGES TO OPERATING OR CAPITAL BUDGETS, OR THE ADOPTION OF OR CHANGES TO LONG-RANGE AND STRATEGIC PLANS; (K) UNBUDGETED CAPITAL EXPENDITURES OVER $25,000; (L) LOANS, BORROWINGS OR GUARANTEES IN EXCESS OF $100,000, UNLESS APPROVED IN THE BUDGET; (M) ANY SECURITY INTERESTS OR MORTGAGES ON THE PROPERTY OF FOUNDATION; (N) OPERATING OR CAPITAL LEASES WHERE THE TERM IS OVER FIVE YEARS OR THE TOTAL OBLIGATION UNDER THE LEASE EXCEEDS $100,000, UNLESS APPROVED IN THE BUDGET; (O) TERMINATION OR APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER OF THE FOUNDATION; OR (P) TERMINATION OR SELECTION OF THE AUDITORS OF THE FOUNDATION. Form 990, Part VI, Section B, line 11 THE ORGANIZATION'S FORM 990 UNDERGOES AN INTENSE AND HIGHLY COMPREHENSIVE REVIEW PROCESS. THE REVIEW INVOLVES VARIOUS MANAGEMENT PERSONNEL AND A BIG FOUR ACCOUNTING FIRM. A MULTI-LEVEL REVIEW IS PERFORMED WITHIN THE FINANCE DEPARTMENT INCLUDING REVIEW BY THE VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER . ADDITIONALLY, IT IS REVIEWED BY THE EXECUTIVE DIRECTOR, THE COMPENSATION COMMITTEE, AND IT IS PRESENTED AT A BOARD OF DIRECTORS' MEETING ALLOWING THE ENTIRE BOARD THE OPPORTUNITY TO REVIEW AND DISCUSS THE INFORMATION REPORTED. Form 990, Part VI, Section B, line 12c The Foundation follows the Conflict of Interest policy created by its tax-exempt parent, Cedars-Sinai Medical Center (CSMC). The conflict of interest oversight includes the Board of Directors. Reporting is required through the office of the CSMC President/CEO who reports to the Board on COI-related matters through the Audit Committee of the Board of Directors. Regular and consistent monitoring is delegated by the CSMC President/CEO to the CSMC Director of Internal Audit/Conflict of Interest (COI) Administrator and the CSMC Conflict of Interest Steering Committee. Additional monitoring and enforcement of conflicts of interest is handled through the CSMC Research Administration and the Institutional Review Boards (IRB) in support of compliance with the conflict of interest requirements of the National Institutes of Health for specific research protocol conflict of interest disclosures. Mechanisms are in place to provide for collaboration between the CSMC COI Administration and the CSMC Research Administration. Per the CSMC Conflict of Interest policy, the following "Covered Individuals" are required to complete an annual conflict of interest disclosure questionnaire: Members of the Board of Directors and Committees of the Board; the President/CEO; Senior Executives (Direct Reports to the CEO); Members of the CSMC COI Steering Committee, vice president and director level personnel, and other individuals as deemed appropriate by CSMC and Foundation management. While all employees are required by policy to disclose potential conflicts to their supervisors when they arise, the noted covered individuals are required to complete formal annual disclosure using a prescribed questionnaire. The disclosure policy extends to family members as they may directly or indirectly give rise to conflicts of interest. All conflict of interest questionnaires are accumulated in a web-based database referred to as the COI System. This database includes Covered Individual disclosures, related documents and review comments, conclusions and actions. All questionnaires are analyzed and all disclosures made are reviewed for validity, completeness and the presence of a real or perceived conflict of interest. As structured, conflicts of interest are analyzed, reviewed, monitored and enforced through two primary workflows to ensure segregation of access, review and analysis: 1) Board, Executive and CSMC COI Steering Committee members, and 2) all other individuals required to submit annual conflict of interest disclosure questionnaires. 1) Board, Executive and CSMC COI Steering Committee Member: All members of the Board of Directors, Committees of the Board of Directors, CEO, CEO Direct Reports and members of the CSMC COI Steering Committee are reviewed by the CSMC COI Administrator and CSMC General Counsel, with reporting directly through the CEO and the Audit Committee of the Board of Directors. The CSMC COI Administrator and the CSMC General Counsel determine if a conflict exists. Certain enforcement actions are handled at the CEO level but with reporting to the Board through the Audit Committee; and, certain enforcement actions are determined by the Audit Committee with reporting and/or recommendation to the Board. 2) CSMC COI Steering Committee: The CSMC COI Steering Committee is an advisory committee to the CSMC President and CEO on a variety of COI matters including the monitoring and enforcement of compliance with COI policy, COI policy development and maintenance, and other COI related matters. The CSMC Director of the Internal Audit/COI Administrator serves as the Secretary of the CSMC COI Steering Committee and manages the annual collection and review of the conflict of interest disclosure questionnaire process. The CSMC COI Steering committee meets several times annually (four times minimally) as well as on an adhoc basis, and is supported by a COI Review Team that meets at least twice per month. The COI Steering Committee is comprised of: -- Chair - CSMC Director, Comprehensive Transplant Center -- Co-Chair - CSMC Chief Compliance Officer -- Secretary and COI Administrator - CSMC Director of Internal Audit -- CSMC Vice President of Legal Affairs -- CSMC VP Academic Affairs -- CSMC VP Research -- CSMC Director of Academic Services -- CSMC VP Medical Affairs -- CSMC VP Service Line Operations -- Medical Staff/Faculty Representative - CSMC Director Pulmonary Care -- IRB Representative - CSMC Executive Chair, IRBs -- Medical Staff/Faculty Representative - CSMC Director, General Clinical Research Center -- COI Program Analyst Regardless of the monitoring and enforcement path, disclosures are concluded in one of the following manners: -- No conflict exists -- Managed by Disclosure -- Managed (by some action) -- Managed by Plan (formal plan with follow-up) -- Managed by Plan: IRB (formal plan is developed and managed by Research Administration for clinical trial related matters) -- Managed by Separation (from either their applicable role or the activity creating the conflict) -- Conflict (a conflict that must be reported for CEO/Board level action). Actual or potential conflicts concluded to be "Managed" are deemed to be insignificant, addressed during the initial employment process and if circumstances have not changed, approved by the appropriate management or action has been implemented to ensure the identified conflict is sufficiently mitigated. When there is a conflict for which some reasonable action cannot or will not be taken to mitigate it, the matter is reported to the CEO, the Audit Committee and eventually the Board, as appropriate, for determination of the action to be taken. Various mechanisms are in place with regard to actions taken or restrictions imposed depending on the individual's relationship to the Foundation and the nature of the conflict. When an individual is determined to be involved in a relationship or activity that presents a conflict, the following actions are taken: (these actions apply relative to member of the Board, to executive management, etc. as applicable): 1) The individual ceases and desists the activity/relationship creating the conflict. 2) The individual ends their applicable relationship with the Foundation. 3) If relative to an individual's role in a decision making process, the individual would be asked to recuse himself/herself or be recused from applicable decision-making processes. 4) A management plan would be put in place to oversee the individual to ensure pertinent actions are taken to mitigate the conflict (e.g., an outside IRB is used or independent research investigator is used to oversee a research project, specific disclosures are required in CME presentations, direct oversight is required of Department Chairs, etc.). The management plan would be centrally (Medical Center Administration) controlled or locally controlled (Foundation Management, Department VP or Chair) depending upon the nature of the relationship. 5) Assurances would be secured that management is aware of certain relationships that might be perceived as a conflict so they are on notice should anything arise suggesting the potential conflict is more of an issue or should the relationship/action evolve into a more significant matter. 6) Other actions are taken depending upon the nature of the relationships/activities. Anyone in violation of the policy is subject to the following administrative actions including oral admonishment, written reprimand, discipline, reassignment, demotion, suspension, removal, termination or separation. The Foundation reserves the right to pursue other actions against anyone who violates the COI policy to the detriment of the Foundation. Additionally, there has been implementation of certain proactive processes to support the disclosure process, including but not limited to: formal recusal is discussed and required of all Board and Board Committee members as part of their appointment responsibilities. This policy is reviewed at the first meeting of the Board and each Board Committee at the beginning of its annual cycle. Form 990, Part VI, Section B, line 15 THE EXECUTIVE PERSONNEL COMMITTEE OF CEDARS-SINAI MEDICAL CENTER (THE COMMITTEE) IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS. THE COMMITTEE ADDRESSES COMPENSATION AND BENEFITS REGARDING THE FOUNDATION'S EXECUTIVE EMPLOYEES AND CONTRACTUALLY ENGAGED FACULTY, AND IS AUTHORIZED BY THE BOARD OF DIRECTORS TO ACT ON BEHALF OF THE BOARD WITH RESPECT TO SUCH ISSUES, AND OTHER GOVERNANCE ISSUES AS REQUESTED BY THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, THE CHAIR OF THE BOARD OF DIRECTORS, OR THE CEO, ALL SUBJECT TO THE COMMITTEE'S ONGOING REPORTING OBLIGATION TO THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. SPECIFICALLY, THE COMMITTEE EVALUATES THE PERFORMANCE AND APPROVES THE COMPENSATION AND BENEFITS FOR THE FOUNDATION PRESIDENT AND CHIEF EXECUTIVE OFFICER; AND APPROVES THE COMPENSATION AND BENEFIT PLANS FOR EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY. THE COMMITTEE ALSO REVIEWS AND APPROVES THE CEO'S EXECUTION OF THOSE PLANS WITHIN ESTABLISHED PARAMETERS, TAKING INTO CONSIDERATION THE PERFORMANCE OF THE ORGANIZATION AS A WHOLE; AND ADDRESSES SUCH OTHER COMPENSATION ISSUES REGARDING THE FOUNDATION EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY AS REOUESTED BY THE BOARD OF DIRECTORS. THE MEMBERS OF THE COMMITTEE ARE APPOINTED ANNUALLY BY THE CHAIR OF THE BOARD OF DIRECTORS. APPOINTMENTS ARE FOR A ONE YEAR TERM. MEMBERS OF THE COMMITTEE ARE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OR LIFE TRUSTEES WITH NO EXISTING CONFLICTS OF INTEREST WITHIN THE PRIOR FIVE (5) YEARS RELATED TO THE MEDICAL CENTER'S CEO, EXECUTIVE OR CONTRACTUALLY ENGAGED FACULTY WHOSE COMPENSATION AND BENEFITS AND RELATED BENEFIT PLANS ARE REVIEWED AND APPROVED BY THE COMMITTEE. INDEPENDENCE OF DIRECTORS AND LIFE TRUSTEES ARE DETERMINED BY STANDARDS ADOPTED BY THE INTERNAL REVENUE SERVICE. THE CEO IS A NON-VOTING MEMBER OF THE COMMITTEE AND WILL BE INVITED TO ATTEND ITS MEETINGS UNLESS OTHERWISE DETERMINED BY THE COMMITTEE. WHENEVER THE COMMITTEE DISCUSSES THE CEO'S COMPENSATION AND BENEFITS OR ANY COMPENSATION AND BENEFIT PLAN IN WHICH THE CEO PARTICIPATES, THE CEO WILL BE IN ATTENDANCE ONLY TO THE EXTENT REQUESTED BY THE COMMITTEE. THE CEO WILL BE EXCUSED PRIOR TO THE COMMITTEE'S DECISION MAKING. EACH YEAR, THE COMMITTEE FOLLOWS A PROCESS THAT ENSURES THAT THE COMPENSATION AND BENEFITS PROVIDED TO THE CEO, OTHER EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY IS REASONABLE AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. THE MEDICAL CENTER'S SVP OF HR PROVIDES STAFF SUPPORT TO THE COMMITTEE. THE COMMITTEE MAY INCLUDE MEMBERS OF THE MEDICAL CENTER'S MANAGEMENT TEAM OR ANY OTHER PERSON WHOSE PRESENCE THE COMMITTEE BELIEVES TO BE DESIRABLE OR APPROPRIATE. THE COMMITTEE MAY ENGAGE AN INDEPENDENT COMPENSATION AND BENEFITS CONSULTANT AND ANY OTHER ADVISORS THEY DEEM NECESSARY. THE COMMITTEE MAY ALSO ENGAGE INDEPENDENT COUNSEL. THE MEDICAL CENTER WILL PROVIDE FOR APPROPRIATE FUNDING FOR PAYMENT OF COSTS TO ANY SUCH PERSONS RETAINED BY THE COMMITTEE. ANNUALLY, AT THE COMMITTEE'S DIRECTION, THE INDEPENDENT COMPENSATION CONSULTANT SHALL PREPARE SUCH REPORTS AS THE COMMITTEE REASONABLY DEEMS NECESSARY. AT A MINIMUM, SUCH REPORTS WILL INCLUDE MARKET SURVEY DATA FROM A PEER GROUP DESIGNATED BY THE COMMITTEE, WHICH SHALL BE CONSIDERED BY THE COMMITTEE PRIOR TO MAKING DECISIONS. THE COMMITTEE MEETS AS FREQUENTLY AS THE COMMITTEE DEEMS NECESSARY AND WILL MAINTAIN WRITTEN MINUTES OF ITS MEETING. Form 990, Part VI, Section C, line 19 THE ORGANIZATION POSTS ITS CORPORATE COMPLIANCE PROGRAM PLAN ON ITS WEBSITE. THE CORPORATE COMPLIANCE PROGRAM PLAN OUTLINES THE STANDARDS OF CONDUCT FOR THE GOVERNING BOARD AND ALL EMPLOYEES. ADDITIONALLY, THE ORGANIZATION MAKES ITS AUDITED FINANCIAL STATEMENTS AND GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC UPON WRITTEN REQUEST. FORM 990 PART VII - AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION: Thomas M. Priselac 60 hours THOMAS D. GORDON 39 HOURS PETER E. BRAVEMAN 60 HOURS Edward Prunchunas 60 HOURS STEPHEN DEUTSCH 39 HOURS RICHARD B. JACOBS 60 HOURS MICHAEL L. LANGBERG 60 HOURS JILL MARTIN 39 HOURS FORM 990 PART III, STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS LINE 4A (CONTINUED FROM SCHEDULE O, PAGE 37) 6. COMMITTED TO INCREASING ACCESS TO CARE AND COORDINATION OF CARE: THE FOUNDATION IS COMMITTED TO INCREASING ACCESS TO CARE, IMPROVING COORDINATION OF CARE IN ORDER TO REDUCE UNNECESSARY VARIATION AND UTILIZATION, AND IMPROVE PATIENT OUTCOMES. OUR PHYSICIANS, MANAGERS AND STAFF ARE COLLABORATING WITH COLLEAGUES ACROSS THE ENTIRE HEALTH SYSTEM, WITH THE MAJOR HEALTH PLANS, AND WITH COMMUNITY ORGANIZATIONS TO ACHIEVE THESE GOALS. SOME EXAMPLES OF THESE EFFORTS ARE: - OUR INITIATIVES ARE DESIGNED TO ENGAGE COMMUNITY PHYSICIANS IN PROJECTS TO ENSURE THAT PATIENTS ARE RECEIVING THE RIGHT CARE, AT THE RIGHT TIME, AT THE RIGHT PLACE, WITH THE RIGHT RESOURCES. - THE FOUNDATION IS REDESIGNING PRIMARY CARE TO ESTABLISH A MORE POPULATION-FOCUSED, PATIENT-CENTERED APPROACH TO CARE. BY CREATING A NEW CARE TEAM MODEL, PRIMARY CARE PHYSICIANS WILL IMPROVE THEIR ACCESS TO CARE, BE MORE PROACTIVE IN REACHING OUT TO PATIENTS FOR PREVENTIVE SERVICES, AND HAVE MORE TIME TO DEDICATE TO CHRONIC DISEASE MANAGEMENT. - CEDARS-SINAI MEDICAL CARE FOUNDATION IS SPONSORING THE IMPLEMENTATION OF A COMPREHENSIVE ELECTRONIC MEDICAL RECORD WITHIN ITS CLINICS, WITH THE PURPOSE OF IMPROVING PATIENT SAFETY, INCORPORATING EVIDENCE-BASED GUIDELINES, STREAMLINING OFFICE OPERATIONS, REDUCTION OF DUPLICATIVE SERVICES, IMPROVING COORDINATION OF CARE AND MEETING FEDERAL REGULATIONS FOR ADOPTION OF ELECTRONIC HEALTH RECORDS. THIS IMPLEMENTATION WILL MEET ALL THE CRITERIA FOR "MEANINGFUL USE" AS DEFINED BY THE FEDERAL GOVERNMENT. IN PHASE 2 OF THIS IMPLEMENTATION, CEDARS-SINAI MEDICAL CARE FOUNDATION WILL BE OFFERING ITS PATIENTS A SECURE ONLINE PORTAL FOR IMPROVED ACCESS TO CARE AND SERVICES, BETTER SELF-MANAGEMENT, AND A LOWER COST ALTERNATIVE TO OFFICE VISITS. - CEDARS-SINAI MEDICAL CARE FOUNDATION HAS DEVELOPED AN ANALYTIC MODEL FOR IDENTIFYING ITS MOST FRAGILE PATIENTS. THESE PATIENTS WILL HAVE DEDICATED CASE MANAGERS ENSURING THAT THEY ARE RECEIVING THEIR CARE IN A TIMELY MANNER IN THE MOST APPROPRIATE SETTING, AND THAT THEY ARE MAXIMIZING THE USE OF COMMUNITY RESOURCES. WE ARE ALSO ESTABLISHING A SYSTEM TO MONITOR SEVERAL HEALTH INDICATORS THROUGH USE OF BIOMETRIC EQUIPMENT IN PATIENTS' HOMES. THE GOAL IS TO REDUCE THESE PATIENTS' NEED FOR HIGH COST EMERGENCY AND INPATIENT SERVICES. - CEDARS-SINAI IS DEDICATING RESOURCES TO EVALUATE THE MOST COMMON CAUSES FOR READMISSION AND CREATING NEW PROGRAMS AND SERVICES TO ADDRESS THE NEEDS OF THIS POPULATION OF PATIENTS. FORM 990, PAGE 1, BOX B: Schedule J has been amended to provide more detailed explanation on the current year payments of deferred compensation earned in previous years and to correct deferred compensation amounts for two individuals. CEDARS SINAI MEDICAL CENTER 8700 BEVERLY BLVD LOS ANGELES CA 90048 951644600 HEALTHCARE CA 501(C)(3) 3 N/A CALIFORNIA HEART CENTER FOUNDATION 8536 WILSHIRE BLVD 3RD FLOOR BEVERLY HILLS CA 90211 954772979 PROMOTE, SUPPORT, AND DEVELOP EDUCATIONAL AND SCIENTIFIC RESEARCH ACTIVITIES CA 501(C)(3) 7 CEDARS SINAI MEDICAL CENTER Greater Valley Management Services Organization INC 6500 WILSHIRE BLVD 8TH FLOOR Los Angeles CA 90048 954439758 Management functions CA N/A C Optimatrix Health Solutions Inc 6500 WILSHIRE BLVD 9TH FLOOR Los Angeles CA 90048 954522779 Information Systems CA N/A C 0 0 1 0 0 0 1 0 0 1 0 1 0 1 1 1 0 0 CALIFORNIA HEART CENTER FOUNDATION 0 GREATER VALLEY MANAGEMENT SERVICES ORGANIZATION INC 0 OPTIMATRIX HEALTH SOLUTIONS INC 0