2023-11-14T22:32:51-06:00 2022-12-31 ERNST & YOUNG US LLP 55 IVAN ALLEN JR BLVD STE 1000 ATLANTA GA 30308 990 2022-01-01 990289310 SUTTER INSURANCE SERVICES CORPORATION % ANNIE WOO MARSH MGMT SVCS I SUTT 9162866665 700 Bishop Street Suite 1100 HONOLULU HI 96813 SUSAN BURCHIEL CFO 9162866665 2023-11-02 true SUSAN BURCHIEL 999009999 Aerrial Orr P01598400 4048748300 2023-10-31 3 2022 2023-04-26 12:10:37Z X Gena Peyton 745 FORT STREET STE 1100 HONOLULU HI 96813 91365260 false X WWW.SUTTERHEALTH.ORG X 1992 HI SEE SCHEDULE O 4 0 0 0 351760 187606 0 0 88749366 86649908 12821328 -49186462 371764 351760 101942458 37815206 0 0 0 0 0 0 0 0 0 67975923 42947137 67975923 42947137 33966535 -5131931 351696464 348347309 215376791 217159567 136319673 131187742 X SEE SCHEDULE O false false 41137307 0 86649908 SEE SCHEDULE O 41137307 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 true false false true 176 0 true 0 true true false false 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 ANNIE WOO MARSH MGMT SVCS I 8085853594 700 BISHOP ST1100 HONOLULU HI 96813 X SARAH KREVANS CEO Emeritus, Sutter Health 1.0 40.0 X 0 5124807 275603 WARNER THOMAS PRESIDENT & CEO SH (PT-YR) 1.0 40.0 X 0 194285 3265142 JAMES CONFORTI SH SVP, Interim CEO 1.0 40.0 X 0 2919261 226992 BRIAN DEAN SH, VP, CFO 1.0 40.0 X 0 2576364 192152 FLORENCE DI BENEDETTO CHAIR SISCO/SVP GEN COUNSEL SH 2.0 40.0 X 0 2238623 136396 BONNIE GEORGE PRESIDENT/CEO SISCO 2.0 40.0 X X 0 516635 53719 GENA PEYTON SH VP, CRO, SISCO SEC 1.0 40.0 X 0 335150 36655 SUSAN BURCHIEL CFO SISCO 1.0 40.0 X 0 252253 33896 0 14157378 4220555 0 false true false HANSON BRIDGETT LLP 425 MARKET ST 26TH FLOOR SAN FRANCISCO CA 94105 LEGAL SERVICES 2365772 SEDGWICK CLAIMS MANAGEMENT SVCS INC PO BOX 207834 DALLAS TX 753207834 3RD PARTY ADMIN FEES 2262322 FOX ROTHSCHILD LLP 2000 MARKET STREET PHILADELPHIA PA 19103 LEGAL SERVICES 1375264 ATKINSON ANDELSON LOYA RUUD ROMO 12800 CENTER COURT DRIVE SUITE 30 CERRITOS CA 90703 LEGAL SERVICES 1132328 PORTER SCOTT APC 350 UNIVERSITY AVENUE SUITE 200 SACRAMENTO CA 95825 LEGAL SERVICES 1107130 22 0 PREMIUM REVENUE 524298 86649908 86649908 86649908 4363592 4363592 0 0 0 0 0 0 53550054 -53550054 -53550054 -53550054 0 0 0 0 0 0 0 0 0 UBI MALPRACTICE/D&O/MED STOP LOSS 524298 351760 351760 351760 37815206 86649908 351760 -49186462 0 0 0 0 0 0 0 0 0 0 0 7353 7353 28477 28477 0 0 357657 357657 0 0 4038 4038 0 0 0 0 0 0 0 0 0 74960 74960 0 LOSS AND LOSS ADJUSTMENT 24098877 24098877 PURCHASED SERVICES 10334715 8997670 1337045 REINSURANCE 7882259 7882259 TAXES - UBI RELATED 40000 40000 118801 118501 300 42947137 41137307 1809830 0 0 0 27990390 13213969 0 0 0 0 0 0 0 0 0 0 0 0 354191 354219 0 0 317985930 322433423 0 0 0 0 0 0 5365953 12345698 351696464 348347309 365504 407500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 215011287 216752067 215376791 217159567 X 136319673 131187742 0 0 136319673 131187742 351696464 348347309 -5131931 X false true X true false X X 15 SUTTER BAY HOSPITALS 940562680 3 true 0 0 EAST BAY PERINATAL CENTER 510172285 3 true 0 0 SUTTER BAY MEDICAL FOUNDATION 941156581 3 true 0 0 SUTTER AUBURN FAITH HOSPITAL FOUNDATION 942594966 7 true 0 0 SUTTER COAST HOSPITAL 942988520 3 true 0 0 SUTTER HEALTH PACIFIC 990298651 3 true 0 0 SUTTER VALLEY HOSPITALS 941156621 3 true 0 0 SUTTER MEDICAL CENTER FOUNDATION 942788906 7 true 0 0 SUTTER ROSEVILLE MEDICAL CENTER FOUNDATION 680040113 7 true 0 0 SUTTER SOLANO CHARITABLE FOUNDATION 942668262 7 true 0 0 SUTTER VISITING NURSES ASSOCIATION AND HOSPICE 946068843 10 true 0 0 CALIFORNIA PACIFIC MEDICAL CENTER FOUNDATION 942728423 7 true 0 0 MILLS-PENINSULA HOSPITAL FOUNDATION 237288765 7 true 0 0 SUTTER DAVIS HOSPITAL FOUNDATION 680217870 7 true 0 0 SUTTER VALLEY MEDICAL FOUNDATION 680273974 3 true 0 0 15 0 0 true false false false true false false false false false false false false false false true true true X true true SCHEDULE A, PART I, LINE 12G THE PRINCIPAL ACTIVITY OF SISCO IS TO PROVIDE INSURANCE AND RISK MANAGEMENT SERVICES AND SERVE AS A REPOSITORY FOR FUNDS PAID IN BY SUTTER HEALTH AND ITS AFFILIATES FOR THE PURPOSE OF SELF-INSURING. SCHEDULE A, PART IV, SECTION A, LINE 5A Samuel Merritt University (EIN: 94-2992642), a subsidiary of a related tax-exempt hospital, Sutter Bay Hospitals (EIN: 94-0562680), disaffiliated with Sutter Bay Hospitals effective January 1, 2022, and therefore has therefore disaffiliated with Sutter Health (EIN: 94-2788907) and its affiliates, including Sutter Insurance Services Corporation. As such, Samuel Merritt University, is no longer a supported organization of Sutter Insurance Services Corporation and has been removed from the list of supported organizations for 2022. SCHEDULE A, PART IV, SECTION D, LINE 3 This organization is an affiliate of Sutter Health, a 501(c)(3) tax-exempt support organization. Sutter Health is the sole member of SISCO with the right to elect and remove at least a majority of the board of directors, and the majority of SISCO's Board of Directors are officers of Sutter Health. In addition, Sutter Health is also the sole member or controls all of the organizations that SISCO supports. The Sutter Health Board of Directors retains certain "reserved powers" which require that certain decisions made by supported organization boards (including SISCO) must be approved by the Sutter Health Board of Directors before being effective. Because of this structure, supported organizations have a significant voice in the operations of SISCO. SCHEDULE A, PART IV, SECTION E, LINE 2A SISCO IS A RISK MANAGEMENT SUPPORT ORGANIZATION THAT ASSISTS SUTTER HEALTH, ITS PARENT, AND AFFILIATES OF SUTTER HEALTH (LISTED IN SCHEDULE A, PART VI) IN 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. SCHEDULE A, PART IV, SECTION E, LINE 2B PROVIDING INSURANCE AND RISK MANAGEMENT SERVICES IS A NECESSARY PART OF THE ADMINISTRATIVE FUNCTION OF ANY ORGANIZATION, AND THIS IS ESPECIALLY TRUE IN HEALTHCARE. WITH A LARGE HEALTH CARE SYSTEM LIKE SUTTER HEALTH, INSURANCE COSTS ARE SUBSTANTIAL, BUT TO BETTER CONTAIN COSTS AND PROVIDE APPROPRIATE AND TIMELY RISK SERVICES, SUTTER HEALTH PROVIDES SELF-INSURING TO AFFILIATES THROUGH SISCO. SISCO CONTROLS RISK AND COSTS WHICH FREE UP ADDITIONAL FUNDS TO ASSIST THE COMMUNITIES WE SERVE. 0 INSURANCE LIABILITIES 209461594 PAYABLE TO RELATED PARTIES 7290473 216752067 X 29575289 29575289 357657 7882260 8239917 37815206 34707220 34707220 357657 7882260 8239917 42947137 SCHEDULE D, PART X, LINE 2 THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD 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 CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS 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. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2019 THROUGH 2021 REMAINS OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. THERE WERE NO SUCH UNCERTAIN TAX POSITIONS RECOGNIZED FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021. SCHEDULE D, PART XI, LINE 4B REINSURANCE ADD BACK $ 7,882,259 ROUNDING $ 1 SCHEDULE D, PART XII, LINE 4B REINSURANCE ADD BACK $ 7,882,259 ROUNDING $ 1 true true false false false false false true false SARAH KREVANS CEO Emeritus, Sutter Health 0 1980063 0 2749625 0 395119 0 242765 0 32838 0 5400410 0 362776 WARNER THOMAS PRESIDENT & CEO SH (PT-YR) 0 190661 0 0 0 3624 0 3260621 0 4521 0 3459427 0 0 JAMES CONFORTI SH SVP, Interim CEO 0 1501356 0 988152 0 429753 0 193665 0 33327 0 3146253 0 235967 BRIAN DEAN SH, VP, CFO 0 1166563 0 1295104 0 114697 0 155065 0 37087 0 2768516 0 0 FLORENCE DI BENEDETTO CHAIR SISCO/SVP GEN COUNSEL SH 798114 1245899 194610 120265 16131 2375019 164838 BONNIE GEORGE PRESIDENT/CEO SISCO 0 358406 0 114246 0 43983 0 33965 0 19754 0 570354 0 35741 GENA PEYTON SH VP, CRO, SISCO SEC 0 259876 0 39767 0 35507 0 6867 0 29788 0 371805 0 SUSAN BURCHIEL CFO SISCO 0 221285 0 30270 0 698 0 3673 0 30223 0 286149 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: 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 INDEPENDENT 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. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: JAMES CONFORTI RECEIVED SEVERANCE PAYMENTS OF $92,308. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN AND SOCIAL SECURITY BENEFITS. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE PLAN AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). 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 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION 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. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD, AVERAGE AMOUNT OF SPOT AWARDS TEND TO NOT EXCEED 5% TO 15% OF GROSS ANNUAL SALARY. 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, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS: SUTTER HEALTH ALSO EMPLOYS A LONG TERM PERFORMANCE PLAN WHICH IS 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 LONG TERM PERFORMANCE 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. 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 BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990 PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: SUTTER INSURANCE SERVICES CORPORATION (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. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: The principal activity of Sutter Insurance Services Corporation (SISCO) is to provide support and benefits 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. FORM 990, PART VI, LINES 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: 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. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: 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; (9) A TRANSACTION BETWEEN THE CORPORATION AND A DIRECTOR OF THE CORPORATION; (10) Adoption of quality improvement policies not in conformity the with the established policies; (11) Any self-dealing transaction; AND (12) Rehiring, contracting with, or otherwise compensating any executive or officer after their employment has ended. 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. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: 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, OFFICERS AND KEY EMPLOYEES. 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. 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. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINE 15 PROCESS FOR DETERMINING COMPENSATION: 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 INDEPENDENT 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. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH, ADJUSTED TO THE CALIFORNIA MARKET. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. THE 2022 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2022. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS: 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 AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: 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. SARAH KREVANS JAMES CONFORTI BRIAN DEAN WARNER THOMAS FLORENCE DI BENEDETTO BONNIE GEORGE COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I SUTTER VH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C 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 PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(C)(4) N/A SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A - 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Kahi Q 256800 FMV Sutter Bay Hospitals Q 33750527 FMV Sutter Bay Medical Foundation Q 8424800 FMV Sutter Coast Hospital Q 1046111 FMV Sutter Health Plan Q 129310 FMV Sutter Valley Hospitals Q 27233123 FMV Sutter Valley Medical Foundation Q 4396378 FMV Sutter Visiting Nursing Association & Hospice Q 2159095 FMV Health Ventures Inc Q 244868 FMV The Surgery Center of Alta Bates Summit MC Q 73209 FMV California Pacific Medical Center Foundation Q 155832 FMV