2011-10-18T11:10:57-04:00 2010-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2010-01-01 942788906 SUTTER MEDICAL CENTER FOUNDATION SUTT 9162866665 PO BOX 160727 SACRAMENTO CA 95816 GREGORY WALAITIS 9162866665 2011-10-11 8013503300 2010 2016-03-07 17:11:31Z KATHERINE KEENEY PO BOX 160727 SACRAMENTO CA 95816 6086093 false X WWW.SUTTERHEALTH.ORG X 1981 CA SEE SCHEDULE O 30 26 0 50 0 0 4027319 2351707 1561602 1381343 1433714 2265110 34524 43141 7057159 6041301 5591334 3238170 0 0 201395 948619 0 0 0 1502936 617514 7295665 4804303 -238506 1236998 46087016 48421258 2784212 1626900 43302804 46794358 X SEE SCHEDULE O false false 4353063 3238170 1381343 SEE SCHEDULE O 4353063 true true false false false false false false true true false false false true true true true false false false false false false true false false true true true false false false false false false false false false false false false false true false false false false true 0 0 0 false false false false false true true false false false false X 30 26 false false false false true true true true true false false false true true true true true true true false CA X MICHAEL ZIELENSKI 9162866510 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X MUHAMMAD AFZAL 1.0 X 0 0 0 STEVEN AYERS 1.0 X 0 0 0 ALISON BUHLER 2.0 X 0 0 0 VINCENT CAGGIANO 1.0 X 0 0 0 JOHN CHIN MD 1.0 X 0 0 0 NANCY E COLE 1.0 X 0 0 0 KENT DAFT DDS 1.0 X 0 0 0 STEVE DIVINE 1.0 X 0 0 0 MICHAEL DOURGARIAN 1.0 X 0 0 0 DERRICK FONG 1.0 X 0 0 0 THOMAS GAGEN 2.0 X 0 945037 446279 MORRISON GRAF 1.0 X 0 205837 20521 MICHAEL INGRAM MD 1.0 X 0 0 0 GREGORY JANOS MD 1.0 X 0 174368 19108 TED JENKINS 1.0 X 0 0 0 KENNETH JOHNSON 3.0 X X 0 0 0 KATHERINE M KEENEY 40.0 X X 0 209183 20671 WILLIAM J MARTIN 3.0 X X 0 0 0 DIANE MIZELL 1.0 X 0 0 0 GLORIA NAIFY 3.0 X X 0 0 0 TEIMOUR NASIROV MD 1.0 X 0 0 0 ELAINE NELSON 1.0 X X 0 0 0 RICHARD W OSEN 1.0 X 0 0 0 JOHN PAPPAS 1.0 X 0 0 0 GARY RAVEL 1.0 X 0 0 0 PAUL ROSENBERG MD 1.0 X 0 0 0 SCOTT SETZER 1.0 X 0 0 0 KENT W SILVESTER ESQ 1.0 X X 0 0 0 CHRISTOPHER STEVENS 1.0 X 0 0 0 LAWRENCE WENGEL 1.0 X 0 0 0 RICHARD SOOHOO 1.0 X 0 269809 93498 0 1804234 600077 0 false true false 0 3470 86421 7399 2254417 331 2351707 HOSPITAL SUPPORT 900099 1381343 1381343 1381343 2265110 2265110 0 0 38001 0 38001 38001 38001 0 49932 86421 44792 5140 5140 0 0 0 6041301 1381343 2308251 3232832 3232832 5338 5338 0 0 0 0 0 0 0 0 0 0 0 0 630877 555913 74964 0 0 0 0 0 317742 285606 32136 0 0 0 0 0 0 0 0 0 0 0 0 0 24456 0 24456 0 0 0 0 0 0 0 126746 0 126746 0 93712 75401 18311 0 0 0 0 0 92325 38106 54219 0 0 0 0 0 0 0 0 0 36000 0 36000 0 2676 0 2676 0 0 0 0 0 2199 0 2199 0 0 0 0 0 0 0 0 0 0 0 0 0 9146 0 9146 0 COMMUNITY SUPPORT 83372 83372 0 0 REGIONAL EXPENSE 71286 71286 0 0 DUES AND SUBSCRIPTIONS 18037 0 18037 0 MEALS AND ADMIN 16807 50 16757 0 OTHER EXPENSES 40752 5159 35593 0 4804303 4353063 451240 0 1020755 1737035 15645955 14866274 19206 19783 41924 41924 0 0 28840396 31225396 560704 572770 46087016 48421258 2778404 1524410 5808 102490 2784212 1626900 X 13777409 16454500 24019792 24788243 5505603 5551615 43302804 46794358 46087016 48421258 X 1236998 2254556 X X false true true X X 5312136 5033524 5563519 4027319 2351707 22288205 5312136 5033524 5563519 4027319 2351707 22288205 22288205 859111 1276980 1385615 794821 2303111 6619638 59804 45951 206790 40451 49932 402928 29310771 5179484 0.76041 0.87393 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13875601 150 1755338 367551 15263538 11033942 15223 2828266 1830 13875601 13374449 1806238 -3780917 365828 11033942 0.41000 0.59000 0.00000 false false 41924 41924 0 0 0 INSURANCE LIABILITIES 5808 OTHER LIABILITIES 96682 102490 6041301 4804303 1236998 2192010 62546 2254556 3491554 8213902 2192010 107338 2299348 5914554 126747 126747 6041301 4722348 44792 44792 4677556 126747 126747 4804303 INTENDED USES OF THE ORGANIZATION'S ENDOWMENT FUNDS PART V, LINE 4 DAVIS C. WAGNER - BOARD DESIGNATED: ONLY THE INTEREST EARNINGS ON THE UNRESTRICTED FOUNDATION ENDOWMENT ARE TO BE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO FOR PROGRAMS, SERVICES OR EQUIPMENT. FOUNDATION ENDOWED - BOARD DESIGNATED: ONLY THE INTEREST EARNINGS ON THE UNRESTRICTED FOUNDATION ENDOWMENT ARE TO BE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO FOR PROGRAMS, SERVICES OR EQUIPMENT. ITCEL CARRILLO TRUST - BOARD DESIGNATED: INITIATED PER REQUEST OF SH MARKETING DEPARTMENT TO CELEBRATE THE BIRTH OF THE 250,000TH BABY AT SUTTER MEMORIAL HOSPITAL. MONEY TO BE DISTRIBUTED TO ITCEL CARRILLO UPON 18TH BIRTHDAY FOR EDUCATION NEEDS. WATSON NURSING SCHOLARSHIP - BOARD DESIGNATED: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO, SUTTER NURSING SCHOLARSHIP PROGRAM AS DESIGNATED BY THE SUTTER MEDICAL CENTER FOUNDATIONS BOARD OF TRUSTEES. CHARITABLE LIFE INSURANCE ENDOWMENT - BOARD DESIGNATED: ONLY THE INTEREST EARNINGS ARE TO BE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO FOR PROGRAMS, SERVICES OR EQUIPMENT. BROCK HOSPICE ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO SUTTER HOSPICE FUND FOR PROGRAMS, SERVICES AND ASSOCIATED EQUIPMENT IN THE SACRAMENTO AREA. CANCER CENTER PROGRAMS AND SERVICES ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE DISTRUBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO -- SUTTER CANCER CENTER FOR PROGRAMS, SERVICES AND ASSOCIATED EQUIPMENT. COSTA FAMILY HOSPICE ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO -- SUTTER HOSPICE FOR PROGRAMS, EDUCATION, RESEARCH AND SERVICES OR ASSOCIATED EQUIPMENT. CRAWFORD FAMILY CANCER RESEARCH ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO -- SUTTER INSTITUTE FOR MEDICAL RESEARCH DESIGNATED FOR CANCER RESEARCH PROGRAMS, SERVICES, AND ASSOCIATED EQUIPMENT. RESEARCH PROGRAMS WILL BE APPROVED BY THE SIMR RESEARCH COMMITTEE. HOSPICE ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO SUTTER HOSPICE FOR PROGRAMS AND SERVICES OR ASSOCIATED EQUIPMENT. MICHAEL WOLFE ENDOWMENT FOR PEDIATRIC HEMATOLOGY-ONCOLOGY - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO PEDIATRIC HEMATOLOGY/ ONCOLOGY FUND FOR PROGRAMS, SERVICES AND ASSOCIATED EQUIPMENT. THE RANELLS FAMILY ENDOWMENT FOR CANCER - PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO SUTTER CANCER CENTER GENERAL FUND FOR SERVICES, PROGRAMS, AND ASSOCIATED EQUIPMENT. CHARITABLE LIFE INSURANCE ENDOWMENT - PERMANENT: INTEREST EARNINGS ARE TO BE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO FOR PROGRAMS, SERVICES OR EQUIPMENT. QUINTAL CANCER ENDOWMENT- PERMANENT: INTEREST EARNINGS ARE DISTRUBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO -- SUTTER CANCER CENTER FOR PROGRAMS, SERVICES AND ASSOCIATED EQUIPMENT. QUINTAL HOSPICE ENDOWMENT- PERMANENT: INTEREST EARNINGS ARE DISTRIBUTED TO SUTTER MEDICAL CENTER, SACRAMENTO SUTTER HOSPICE FOR PROGRAMS AND SERVICES OR ASSOCIATED EQUIPMENT. 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: DEFERRED INCOME TAX ASSETS, WHICH AS OF DECEMBER 31, 2010 AND 2009 WERE FULLY RESERVED, REFLECT THE NET TAX EFFECT OF TEMPORARY DIFFERENCES BETWEEN THE CARRYING AMOUNTS OF ASSETS AND THE LIABILITIES FOR FINANCIAL REPORTING AND THE AMOUNTS USED FOR INCOME TAX PURPOSES. AS OF DECEMBER 31, 2010 AND 2009, SUTTER HAD DEFERRED TAX ASSETS OF $13 (MILLION) RELATING PRINCIPALLY TO NET OPERATING LOSS CARRYOVERS. AS OF DECEMBER 31, 2010 AND 2009, SUCH DEFERRED TAX ASSETS WERE OFFSET BY A VALUATION ALLOWANCE OF $13 (MILLION). THE VALUATION ALLOWANCE DID NOT CHANGE IN 2010 OR 2009. FEDERAL NET OPERATING LOSS CARRYOVERS TOTALED $32 (MILLION) AT DECEMBER 31, 2010 AND WILL EXPIRE BETWEEN 2015 AND 2030. RECONCILIATION - OTHER ITEM PART XI, LINE 8 OTHER ITEM ON LINE 8 INCLUDE: CHANGE IN VALUE OF PLEDGES AND SPLIT INTEREST AGREEMENTS: $62,546 RECONCILIATION - OTHER ITEM PART XII, LINE 2D OTHER ITEMS ON LINE 2D INCLUDES: CHANGE IN VALUE OF PLEDGES AND SPLIT INTEREST AGREEMENTS: $ 62,546 SPECIAL EVENT EXPENSE: 44,792 ------- TOTAL $107,338 ======= RECONCILIATION - OTHER ITEM PART XIII, LINE 2D OTHER ITEM ON LINE 2D INCLUDES: SPECIAL EVENT EXPENSE: $ 44,792 GOLF EVENT 111309 62214 49095 1040 9173 15000 16509 1628 TRIBUTE TREE 25044 24207 837 1442 0 136353 86421 49932 1040 9173 15000 16509 3070 44792 5140 true SUTTER HEALTH SACRAMENTO SIERRA REGION 2800 L St 7th Fl SACRAMENTO CA 95816 941156621 501(C)(3) 3127910 OPERATING EXPENSES SUTTER VNA & HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 946068843 501(C)(3) 104923 OPERATING EXPENSES 2 0 SAMGEN FUND 5 5338 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS PART I, LINE 2 1. VARIOUS DEPARTMENTS OF THE HOSPITAL REQUEST FUNDING FROM THE FOUNDATION BY FILLING OUT A REQUEST FOR FUNDS FORM. 2. THE BOARD OF TRUSTEES AND/OR THE EXECUTIVE DIRECTOR APPROVES THE HOSPITAL'S REQUEST. 3. THE REQUESTING DEPARTMENT PROVIDES THE APPROPRIATE DOCUMENTATION TO THE FOUNDATION FOR REIMBURSEMENT FOR EXPENSES INCURRED. 4. THE FOUNDATION FORWARDS THE APPROVED REQUEST FOR FUNDS, MINUTES FROM THE BOARD OF TRUSTEES MEETING APPROVING THE REQUEST IF NECESSARY, AND THE SUPPORTING DOCUMENTATION TO THE ACCOUNTANTS TO RELEASE THE FUNDS. THE SUTTER HEALTH SYSTEM HAS AN OVERLAP IN LEADERSHIP WHICH MONITORS THE USE OF GRANTS BETWEEN AFFILIATES. X X true true X X X X false true false false false false false true false THOMAS GAGEN 0 614124 0 321979 0 8934 0 429132 0 17147 0 1391316 0 341270 MORRISON GRAF 0 205837 0 0 0 0 0 9242 0 11279 0 226358 0 0 GREGORY JANOS MD 0 174368 0 0 0 0 0 7829 0 11279 0 193476 0 0 KATHERINE M KEENEY 0 209183 0 0 0 0 0 9392 0 11279 0 229854 0 0 RICHARD SOOHOO 0 222976 0 46500 0 333 0 81529 0 11969 0 363307 0 45953 RELEVANT INFORMATION REGARDING COMPENSATION ITEMS PART I, QUESTION 1A TRAVEL FOR COMPANIONS: OFFICERS AND KEY EMPLOYEES PAID BY SUTTER HEALTH ARE ELIGIBLE TO BRING A COMPANION ON ONE BUSINESS TRIP PER CALENDAR YEAR AND HAVE THE COST OF THE AIRFARE AND MEALS PAID FOR BY SUTTER HEALTH. THE COST IS ADDED TO EMPLOYEE'S WAGES. 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. SUPPLEMENTAL COMPENSATION INFORMATION PART I, QUESTION 3 THE CEO OF THE ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS 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. NONQUALIFIED RETIREMENT PLAN PART I, QUESTION 4B THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE ADDITIONAL DEFERRED COMPENSATION BENEFITS TO THE PARTICIPANTS, WHO ARE MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES, BY PROVIDING FOR THE PAYMENT OF DEFERRED COMPENSATION AFTER THE COMPLETION OF THE SPECIFIED NUMBER OF YEARS OF SERVICE. ANNUALLY, SUTTER HEALTH MAKES A CONTRIBUTION TO EACH PARTICIPANT'S ACCOUNT BASED ON 4% OF BASE PAY. THERE IS AN ADDITIONAL CONTRIBUTION FOR EXECUTIVES WHOSE PENSION ELIGIBLE EARNINGS WERE GREATER THAN THE PENSION PAY CAP IN THE PREVIOUS YEAR. THE CALCULATION IS AS FOLLOWS: - PENSION ELIGIBLE EARNINGS - LESS PENSION PAYCAP AMOUNT - TIMES A SPECIFIC % BASED ON YEARS OF SERVICE THE PENSION RESTORATION PLAN IS DESIGNED TO HELP MAXIMIZE EACH PARTICIPANT'S RETIREMENT POTENTIAL BY PROVIDING A TARGETED BENEFIT THAT, ALONG WITH EACH PARTICIPANT'S OTHER RETIREMENT INCOME, PROVIDES: - 65% OF FINAL 4-YEAR AVERAGE SALARY IF PARTICIPANT RETIRES AT AGE 65 WITH 22.5 YEARS OF SERVICE. - 50% OF FINAL 4-YEAR AVERAGE SALARY IF PARTICIPANT RETIRES AT AGE 65 WITH 15 YEARS OF SERVICE. SINCE IT IS A TARGETED BENEFIT, ANNUAL CONTRIBUTION AMOUNTS VARY BASED ON ASSUMPTIONS MADE TAKING INTO ACCOUNT EACH PARTICIPANTS' AGE, YEARS OF SERVICE, AND OTHER RETIREMENT ACCOUNT BALANCES. NAME AND AMOUNT FOR 2010 THOMAS GAGEN $141,400 RICHARD SOOHOO $8,000 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 PLAN (LTPP) Sutter Health also employs long term performance plans which are designed to focus on longer term strategic objectives of the organization. Sutters 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 Healths overall Mission, Vision, and Values, Sutters long term incentive plan approach also incorporates a CEO discretionary component. This unique feature allows the President & CEO the ability 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 and are reviewed by the Compensation Committee. MISSION STATEMENT FORM 990 PART I, LINE 1 AND PART III, LINE 1 SUTTER MEDICAL CENTER FOUNDATION PROMOTES PHILANTHROPHY IN SUPPORT OF SUTTER MEDICAL CENTER, SACRAMENTO, WHOSE MISSION IS TO ENHANCE THE WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE THROUGH A NOT-FOR-PROFIT COMMITMENT TO COMPASSION AND EXCELLENCE IN HEALTH CARE SERVICES. EXEMPT PURPOSE ACHIEVEMENTS 990 PART III, LINE 4A SUTTER MEDICAL CENTER FOUNDATION PROMOTES PHILANTHROPY IN SUPPORT OF SUTTER MEDICAL CENTER, SACRAMENTO. IN 2010, FUNDS WERE TRANSFERRED FROM THE FOUNDATION TO THE MEDICAL CENTER FOR THE FOLLOWING: CANCER $530,149 BONE MARROW TRANSPLANT DATA MANAGEMENT PATIENT REUNION PATIENT EDUCATION BREAST CANCER NAVIGATOR CANCERHELP SOFTWARE ART THERAPY PROGRAM CLINICAL INSTRUMENTS DANCE MOVEMENT THERAPY INFUSION PUMPS MASSAGE THERAPY PROGRAM MUSIC THERAPY PROGRAM NUTRITION COUNSELING PATIENT EDUCATION, SUPPORT AND COUNSELING TUMOR BOARD FOOD CHILDREN'S $238,692 CHILD LIFE LITTLE WISHES COORDINATOR TOYS/EVENTS FACILITY DOG PROGRAM OUTPATIENT SERVICES CARDIAC CLINIC CHILD DIABETES PROGRAM CLEFT PALATE PROGRAM DEVELOPMENTAL CLINIC GI CLINIC METABOLIC/GENETICS CLINIC NUTRITION CLINIC PEDIATRIC HEALTHY LIFESTYLES PROGRAM PENS (PEDIATRIC ENDOCRINOLOGY) CLINIC PULMONARY/CYSTIC FIBROSIS CLINIC GENERAL SERVICES CARDIAC MONITORS BEREAVEMENT BOOKS NICU BODY COOLING SYSTEM ULTRASOUND SYSTEM FOR THE PICU PARENT SUPPORT HEART $81,782 CLINICAL EXCELLENCE WORKSHOP NURSING SYMPOSIUM PATIENT EDUCATION MATERIALS NURSING EDUCATION/CONFERENCES OPERATING TABLE MENTAL HEALTH $49,575 SPIRITUAL CARE GROUP CHAPLAIN CHILDREN'S CHRISTMAS TOYS AND SUPPLIES MUSIC THERAPY AESTHETIC IMPROVEMENTS MISCELLANEOUS $82,580 ADULT PROTECTIVE SERVICES PROJECT CARE CHANNEL BROADCAST RIGHTS CME WORKSHOPS EMERGENCY DEPARTMENT SKILLS FAIRE EMPLOYEE HARDSHIP REQUESTS STAFF CONTINUING EDUCATION REHAB EQUIPMENT ORTHO PATIENT PRE-OP EDUCATION BOOKLETS PHARMACIST EDUCATION PROGRAMS ORTHO EXERCISE VIDEOS NEUROSCIENCE $87,847 MEMORY CLINIC SLEEP CENTER UPGRADES STROKE CAMP SUTTER RESOURCE LIBRARY $182,793 BOOKS LIBRARY SUPPORT SENIOR CARE $11,969 TV'S MUSIC THERAPY MASSAGE THERAPY TAI CHI AND QIGONG CLASSES ENVIRONMENTAL IMPROVEMENTS THE SHARING PLACE $15,725 FACILITY REPAIRS SPIRITUAL CARE $14,552 ON-CALL CHAPLAIN RELIGIOUS MATERIALS FOR PATIENTS SUTTER VNA AND HOSPICE $90,180 CHILDREN'S BEREAVEMENT ART GROUP, ADULT ART THERAPY SUTTER SAMARITAN $74,194 NEEDY PATIENT SUPPORT SUTTER INSTITUTE FOR MEDICAL RESEARCH $185,610 NATIONAL CANCER INSTITUTE RESEARCH CLINICAL TRIAL STUDIES SYSTEM LAB EDUCATION $30,200 WOMEN'S AND CHILDREN'S $53,060 EDUCATIONAL BOOKS FOR PARENTS OF PREEMIES CAL LEARN PROGRAM MEMORY BOXES/BEREAVEMENT RESOURCES NICU PATIENT REUNION NEONATAL INTENSIVE CARE NEEDS FOLLOWING IS AN EXAMPLE OF NUMBERS OF LIVES TOUCHED BY PHILANTHROPIC FUNDING THROUGH SUTTER MEDICAL CENTER FOUNDATION IN 2010: SUTTER SAMARITAN $74,194 CONNECTING OVER 475 UNINSURED LOW INCOME PATIENTS RECENTLY DISCHARGED FROM THE HOSPITAL WITH NEEDED ITEMS AND SERVICES, INCLUDING MEDICATIONS, DURABLE MEDICAL EQUIPMENT, CLOTHING, TEMPORARY LODGING AND TRANSPORTATION. MASTER PLAN PROJECT $1,227,800 FINALLY, SUTTER MEDICAL CENTER FOUNDATION TRANSFERRED MORE THAN $1.2 MILLION TO THE MASTER PLAN PROJECT, HELPING TO BUILD OUR INNOVATIVE NEW MEDICAL CENTER DESIGNED TO DELIVER ADVANCED, PATIENT-CENTERED CARE IN A HEALING ENVIRONMENT. 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 SACRAMENTO SIERRA REGION 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, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. 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 ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY ASSURANCE POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY TRANSACTION BETWEEN THE CORPORATION, A SUBSIDIARY OR AFFILIATE AND A DIRECTOR OF THE CORPORATION OR AN AFFILIATE OF SUCH DIRECTOR. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. DESCRIBE THE PROCESS USED BY MGMT &/OR GOVERNING BODY TO REVIEW FORM 990 FORM 990, PART VI, QUESTION 11A 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. ADDITIONALLY, THE CHIEF FINANCIAL OFFICER SIGNS OFF ON THIS DATA BEFORE THE RETURN GOES TO THE PREPARATION STAGE. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT AND THE AFFILIATE WITH THE CHIEF FINANCIAL OFFICER GIVING HIS/HER APPROVAL BEFORE THE RETURN IS FILED. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12 EACH INDIVIDUAL BOARD MEMBER AND OFFICER HAS TO SIGN AN ACKNOWLEDGEMENT FORM THAT THEY HAVE READ THE POLICY. ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL OFFICERS AND BOARD MEMBERS. 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 TRUSTEE 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 TRUSTEE TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED TRUSTEE 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 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. ALL OFFICERS OF THE ORGANIZATION (I.E., CEO, CFO, COO) UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY. KEY EMPLOYEES AND OTHER EXECUTIVES OF SUTTER HEALTH WHO ARE CONSIDERED DISQUALIFIED PERSONS FOR FORM 990 REPORTING PURPOSES ARE HANDLED IN THE SAME MANNER. 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. HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION FORM 990, PART VII THE FOLLOWING BOARD MEMBERS/OFFICERS OF THE ORGANIZATION ARE FULL-TIME (40 HOURS PER WEEK) EMPLOYEES OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARY IS REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS/OFFICERS OF THIS ORGANIZATION. THOMAS GAGEN MORRISON L GRAF GREGORY JANOS MD OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 5 CHANGE IN UNREALIZED GAIN/(LOSS) ON INVESTMENTS $ 2,192,010 CHANGE IN VALUE OF PLEDGES AND SPLIT INTEREST AGREEMENTS 62,546 ----------- $ 2,254,556 =========== COMPILATION, REVIEW AND AUDIT OF INDEPENDENT ACCOUNTANT FORM 990, PART XII, QUESTION 2 ANNUALLY THE SUTTER HEALTH SYSTEM HAS AN AUDIT OF COMBINED BALANCE SHEETS AND STATEMENTS OF OPERATIONS PERFORMED BY INDEPENDENT AUDITORS. AN AUDIT COMMITTEE SELECTS THE AUDITORS AND REVIEWS RESULTS. 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