| MISSION |
FORM 990, PART I, LINE 1 & PART III, LINE 1 STANFORD HEALTH CARE ("SHC") IS A NON-PROFIT CALIFORNIA PUBLIC BENEFIT CORPORATION OF WHICH THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (THE "UNIVERSITY") IS THE SOLE MEMBER. THE OBJECTIVE AND THE PURPOSE OF SHC IS TO PROVIDE PATIENT CARE SERVICES, SUPPORT, BENEFIT AND FURTHER THE CHARITABLE, AND SCIENTIFIC AND EDUCATIONAL PURPOSES OF THE UNIVERSITY AND THE UNIVERSITY'S SCHOOL OF MEDICINE. SHC OPERATES A LICENSED ACUTE CARE HOSPITAL, CANCER CENTERS IN PALO ALTO AND SAN JOSE, AN AMBULATORY OUTPATIENT CENTER IN REDWOOD CITY AND NUMEROUS OUTPATIENT PHYSICIAN CLINICS IN THE SAN FRANCISCO BAY AREA, IN COMMUNITY SETTINGS AND IN ASSOCIATION WITH REGIONAL HOSPITALS. STANFORD HEALTH CARE HAS A MISSION TO CARE, TO EDUCATE, AND TO DISCOVER. SHC'S VISION STATEMENT IS HEALING HUMANITY THROUGH SCIENCE AND COMPASSION, ONE PATIENT AT A TIME. STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A STANFORD HEALTH CARE ("SHC") IS KNOWN W0RLDWIDE FOR ADVANCED PATIENT CARE PROVIDED BY ITS PHYSICIANS AND STAFF, PARTICULARLY IN AREAS SUCH AS CARDIAC CARE, CANCER TREATMENT, NEUROLOGY, NEUROSURGERY, ORTHOPEDICS, SURGERY AND ORGAN TRANSPLANTS. SHC HAD 26,904 PATIENT DISCHARGES. SHC HAD 153,545 PATIENT DAYS INCLUDING ACUTE, BEHAVIORIAL HEALTH, AND SHORT STAY OUTPATIENT. TOTAL OUTPATIENT AND EMERGENCY ROOM VISITS WERE 881,516 FOR THE FISCAL YEAR ENDED AUGUST 31, 2018. |
| EXECUTIVE COMMITTEE |
FORM 990, PART VI, LINE 1A IF A MATTER NORMALLY REQUIRING ACTION BY THE BOARD OF DIRECTORS ARISES BETWEEN MEETINGS OF THE BOARD AND IS A MATTER WHICH, IN THE OPINION OF ANY FOUR (4) OUT OF SIX (6) OF THE CHAIR OF THE BOARD, THE VICE CHAIR, THE DEAN OF THE STANFORD UNIVERSITY SCHOOL OF MEDICINE, THE PRESIDENT OF THE CORPORATION, THE CHAIR OF THE FINANCE COMMITTEE AND THE CHAIR OF THE AUDIT COMMITTEE, REQUIRES ACTION BY THE BOARD BEFORE THE NEXT REGULAR OR SPECIAL MEETING OF THE BOARD, THEN ANY FOUR (4) OR MORE OUT OF THOSE SIX (6) DIRECTORS ACTING AS A COMMITTEE OF THE BOARD OF DIRECTORS, ARE AUTHORIZED JOINTLY TO TAKE WHATEVER ACTION IS NECESSARY TO RESOLVE THE MATTER, AND SUCH ACTION WILL CONSTITUTE AUTHORIZED ACTION OF THE BOARD TO THE SAME EXTENT AS IF IT HAS BEEN ADOPTED AT A MEETING OF THE BOARD; PROVIDED, HOWEVER, THAT AT LEAST ONE (1) OF THE FOUR (4) DIRECTORS ACTING AS A COMMITTEE OF THE BOARD PURSUANT TO THIS SECTION SHALL NOT BE EMPLOYED BY STANFORD HEALTH CARE, LUCILE SALTER PACKARD CHILDREN'S HOSPITAL OR STANFORD UNIVERSITY AND PROVIDED, FURTHER, THAT THE DIRECTORS ACTING AS A COMMITTEE OF THE BOARD SHALL NOT IN ANY CASE BE AUTHORIZED BY THIS SECTION TO EXERCISE THOSE POWERS WHICH BY LAW, THE ARTICLES OF INCORPORATION, THESE BYLAWS OR SPECIFIC ACTION BY THE MEMBER, SET FORTH IN A RESOLUTION OF THE MEMBER, MAY BE EXERCISED ONLY BY THE MEMBER OR MAY NOT BE DELEGATED TO A COMMITTEE OF THE BOARD. |
| FAMILY/BUSINESS RELATIONSHIPS |
FORM 990, PART VI, LINE 2 CHRISTOPHER DAWES WAS AN EMPLOYEE, OFFICER AND A DIRECTOR OF LUCILE SALTER PACKARD CHILDREN'S HOSPITAL UNTIL 3/2018. DENNIS LUND MD IS AN EMPLOYEE OF STANFORD UNIVERSITY AND BECAME AN OFFICER AND A DIRECTOR OF LUCILE SALTER PACKARD CHILDREN'S HOSPITAL AS OF 3/2018. THE FOLLOWING INDIVIDUALS ARE DIRECTORS AT LUCILE SALTER PACKARD CHILDREN'S HOSPITAL: MARIANN BYERWALTER LLOYD B. MINOR MD JOHN LEVIN DAVID ENTWISTLE RANDALL LIVINGSTON JEFF CHAMBERS THE FOLLOWING INDIVIDUALS ARE EMPLOYEES OF STANFORD UNIVERSITY: ED DAMROSE MD NORMAN RIZK MD LLOYD B. MINOR MD SAM GAMBHIR MD ROBERT HARRINGTON MARK LESLIE JEFF CHAMBERS THE FOLLOWING INDIVIDUAL IS AN OFFICER AT STANFORD UNIVERSITY: RANDALL LIVINGSTON THE FOLLOWING INDIVIDUALS ARE TRUSTEES AT STANFORD UNIVERSITY: JOHN GUNN BRET COMOLLI RONALD JOHNSON THE FOLLOWING INDIVIDUALS ARE MANAGERS AT STANFORD PET-CT LLC: DAVID ENTWISTLE QUINN MCKENNA LLOYD B. MINOR MD SAM GAMBHIR MD THE FOLLOWING INDIVIDUALS ARE VOTING BOARD MEMBERS AT SUMIT HOLDING INTERNATIONAL, LLC: DAVID ENTWISTLE LINDA HOFF CHRISTOPHER DAWES (RESIGNED DURING THE FISCAL YEAR) DENNIS LUND NORMAN RIZK MD THE FOLLOWING INDIVIDUALS ARE VOTING BOARD MEMBERS AT SUMIT INSURANCE COMPANY, LTD.: DAVID ENTWISTLE LINDA HOFF CHRISTOPHER DAWES (RESIGNED DURING THE FISCAL YEAR) DENNIS LUND LLOYD B. MINOR MD NORMAN RIZK MD THE FOLLOWING INDIVIDUALS ARE CLASS A SUBSCRIBER VOTING MEMBERS AT THE PROFESSIONAL EXCHANGE ASSURANCE COMPANY: DAVID ENTWISTLE LINDA HOFF CHRISTOPHER DAWES (RESIGNED DURING THE FISCAL YEAR) DENNIS LUND NORMAN RIZK MD |
| CHANGES TO GOVERNING DOCUMENTS |
FORM 990, PART VI, LINE 4 On October 3, 2017, the SHC Bylaws were amended to add the University Liaison for Stanford Medicine as an additional ex officio Director with vote which increases the total number of ex officio Directors with vote from six to seven. On June 14, 2018, the SHC Bylaws were amended to (i) establish a term limit for the Chair of the Board of Directors of two consecutive two-year terms which can be extended by the Member of SHC up to two additional years for a maximum term of up to six consecutive years; and (ii) allow a Director who is serving as Chair of the Board to continue serving as a Director for his or her maximum allowed term as Chair. MEMBERS FORM 990, PART VI, LINE 6 STANFORD UNIVERSITY IS THE SOLE MEMBER OF STANFORD HEALTH CARE ("SHC"). |
| ELECTION BY MEMBERS |
FORM 990, PART VI, LINE 7A STANFORD UNIVERSITY, AS THE SOLE MEMBER OF SHC, ELECTS THE SHC BOARD OF DIRECTORS. |
| FORM 990, PART VI, LINE 7B |
THE SOLE MEMBER, STANFORD UNIVERSITY, MAY REMOVE AN ELECTED DIRECTOR AT ANY TIME WITHOUT CAUSE. |
| FORM 990, PART VI, LINE 11B |
THE 990 TAX RETURN IS PREPARED BY THE FINANCE DEPARTMENT OF SHC. THE FINANCIAL DATA IS EXTRACTED FROM THE AUDITED FINANCIAL STATEMENT AND SUPPLEMENTAL INFORMATION AUDITED BY THE INDEPENDENT ACCOUNTING FIRM OF PRICEWATERHOUSECOOPERS (PWC). COMPENSATION DATA IS EXTRACTED FROM PAYROLL RECORDS. OTHER INFORMATION IS PROVIDED BY THE RELEVANT AREAS WITH EXPERTISE IN SHC. UPON COMPLETION, THE RETURN IS REVIEWED BY THE SENIOR MANAGEMENT OF SHC, THE COUNSEL OF SHC, STANFORD UNIVERSITY CONTROLLER'S OFFICE AND EXTERNAL TAX ACCOUNTANT (PWC). THE DRAFT FORM 990 IS REVIEWED AT THE AUDIT AND COMPLIANCE COMMITTEE MEETING. THE FORM 990 IS THEN FORWARDED TO ALL BOARD MEMBERS FOR THEIR REVIEW. THE CFO OF SHC AND PWC AS PAID PREPARER SIGN THE RETURN PRIOR TO FILING WITH IRS. |
| CONFLICT OF INTEREST POLICY |
FORM 990, PART VI. LINE 12C OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE AN INITIAL CONFLICT-OF-INTEREST DISCLOSURE STATEMENT ("DISCLOSURE STATEMENT") WITHIN 30 DAYS OF BEGINNING SERVICE AT SHC. ADDITIONALLY, AN UPDATED DISCLOSURE STATEMENT IS REQUIRED THEREAFTER ON AN ANNUAL BASIS. FURTHERMORE, OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE REQUIRED TO UPDATE THEIR DISCLOSURE STATEMENT WITHIN TEN (10) BUSINESS DAYS OF A MATERIAL CHANGE IN THEIR SITUATIONS THAT MAY CREATE AN ACTUAL OR PERCEIVED CONFLICT-OF-INTEREST. A DISCLOSURE THAT APPEARS TO BE A CONFLICT WILL BE RESOLVED BY A MUTUAL AGREEABLE PLAN WITH THE VICE PRESIDENT OF HUMAN RESOURCES THAT OUTLINES THE STEPS THE OFFICER, DIRECTOR OR KEY EMPLOYEE MUST TAKE TO RECTIFY THE CONFLICT. IN MATTERS THAT ARE UNCLEAR OR QUESTIONABLE, THE OFFICE OF CHIEF COMPLIANCE OFFICER WILL BE CONSULTED FOR A RULING. IF FURTHER INQUIRY IS NECESSARY THE OFFICE OF THE GENERAL COUNSEL WILL BE CONSULTED FOR A RULING. |
| PROCEDURES FOR DETERMINING COMPENSATION |
FORM 990, PART VI, LINE 15 THE PROCESS FOR DETERMINING COMPENSATION FOR SHC'S CEO AND OTHER TOP MANAGEMENT REQUIRES COMPENSATION TO BE REVIEWED AND APPROVED BY A COMPENSATION COMMITTEE OF THE BOARD, WHICH IS COMPRISED OF INDEPENDENT PERSONS. THE COMMITTEE ENGAGES AN INDEPENDENT CONSULTANT, WHO PROVIDES THE COMMITTEE WITH COMPARABLE MARKET DATA FROM THE FORMS 990 OF COMPARABLE ORGANIZATIONS SUPPLEMENTED BY PUBLISHED COMPENSATION AND BENEFITS SURVEYS TO BE CONSIDERED IN EVALUATING TOTAL COMPENSATION PACKAGES FOR EACH INDIVIDUAL EXECUTIVE. THE COMMITTEE CONDUCTS A REVIEW OF THIS COMPARABILITY DATA AND DOCUMENTS ITS DELIBERATIONS AND DISCUSSION IN MINUTES THAT ARE RETAINED WITH THE OTHER GOVERNANCE MATERIALS OF SHC. THE VALUE OF EACH PAY ELEMENT AND THE TOTAL PACKAGE ARE REVIEWED EACH SEPTEMBER PRIOR TO ANY PAY ACTIONS BEING APPROVED BY THE COMPENSATION COMMITTEE. SPECIFIC FACTS AND CIRCUMSTANCES OF EACH ROLE, INCUMBENT, THEIR PERFORMANCE, SKILLS AND RESPONSIBILITIES ARE REVIEWED AND ASSESSED INDIVIDUALLY. THE COMMITTEE RECEIVES RECOMMENDATIONS FROM THE CEO AS TO PAY ACTIONS FOR EACH INCUMBENT. THESE RECOMMENDATIONS ARE DISCUSSED AND THE RESULTS OF THE DELIBERATIONS ARE DOCUMENTED AS TO THE FINAL PAY ACTION APPROVED ALONG WITH THE RATIONALE FOR THE DECISION. THIS PROCESS OCCURS ANNUALLY AND IN CONJUNCTION WITH ANY PROGRAMMATIC CHANGE THAT COULD POTENTIALLY IMPACT THE PAY OR BENEFITS OF EXECUTIVES. |
| AVAILABILITY OF GOVERNING DOCUMENTS |
FORM 990, PART VI, LINE 19 COPIES OF THE FINANCIAL STATEMENTS ARE AVAILABLE ON SHC'S WEBSITE. FURTHERMORE, THE STATEMENTS OF OPERATIONS AND BALANCE SHEET ARE PART OF THE UNIVERSITY'S ANNUAL REPORT POSTED ON THE ORGANIZATION'S PUBLIC WEBSITE. COPIES OF THE GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE GENERALLY NOT AVAILABLE FOR PUBLIC INSPECTION BUT REQUESTS WILL BE EVALUATED ON A CASE-BY-CASE BASIS. |
| BOARD OF DIRECTORS CHANGES |
FORM 990, PART VII, SECTION A THE FOLLOWING BOARD MEMBERS RETIRED FROM THE BOARD OF DIRECTORS DURING FY18 AS NOTED: RON JOHNSON UNTIL 12/31/2017 CAROLINE SHREIBER MD UNTIL 01/03/2018 CHRISTOPHER DAWES UNTIL 03/18/2018 THE FOLLOWING BOARD MEMBERS WERE APPOINTED TO THE BOARD DURING FY18 AS NOTED: LATA KRISHNAN AS OF 04/01/2018 CHIP MCDONALD MD AS OF 04/01/2018 SANJAY MEHROTRA AS OF 01/01/2018 DENNIS LUND AS OF 03/19/2018 RANDALL LIVINGSTON AS OF 10/03/2017 |
| HOURS AT RELATED ORGANIZATIONS |
FORM 990, PART VII, COLUMN B CHRISTOPHER DAWES WAS A DIRECTOR OF SHC UNTIL 3/2018. HE WAS ALSO THE PRESIDENT AND CEO OF THE LUCILE SALTER PACKARD CHILDREN'S HOSPITAL AT STANFORD (LPCH), A RELATED ORGANIZATION. MR. DAWES RECEIVES COMPENSATION FROM LPCH FOR HIS SERVICES AT LPCH. MR DAWES RECEIVED NO COMPENSATION FOR HIS DUTIES AS A DIRECTOR OF SHC. DENNIS LUND MD IS A DIRECTOR OF SHC. HE IS AN EMPLOYEE OF STANFORD UNIVERSITY AND AS OF 3/2018 HE IS ALSO AN OFFICER AND DIRECTOR OF THE LUCILE SALTER PACKARD CHILDREN'S HOSPITAL AT STANFORD (LPCH), RELATED ORGANIZATIONS. DR. LUND RECEIVES COMPENSATION FROM STANFORD UNIVERSITY FOR HIS SERVICES AT STANFORD UNIVERSITY. DR LUND RECEIVED NO COMPENSATION FOR HIS DUTIES AS A DIRECTOR OF SHC. LLOYD B. MINOR MD, NORMAN RIZK MD, ROBERT HARRINGTON, SAM GAMBHIR MD, ED DAMROSE MD, RANDALL LIVINGSTON AND MARK LESLIE ARE DIRECTORS OF SHC. FOR FY18 THEY WERE EMPLOYED AT STANFORD UNIVERSITY (SU), A RELATED ORGANIZATION. THESE INDIVIDUALS RECEIVES COMPENSATION FROM SU FOR THEIR SERVICES AT SU. THEY RECEIVED NO COMPENSATION FOR DUTIES AS DIRECTORS OF SHC. LLOYD B. MINOR MD, NORMAN RIZK MD, ROBERT HARRINGTON, SAM GAMBHIR MD, ED DAMROSE MD, RANDALL LIVINGSTON AND MARK LESLIE ARE DIRECTORS OF SHC. FOR FY18 THEY WERE EMPLOYED AT STANFORD UNIVERSITY (SU), A RELATED ORGANIZATION. THESE INDIVIDUALS RECEIVES COMPENSATION FROM SU FOR THEIR SERVICES AT SU. THEY RECEIVED NO COMPENSATION FOR DUTIES AS DIRECTORS OF SHC. |
| FORM 990, PART XI, LINE 9 |
OTHER CHANGES IN NET ASSETS OR FUND BALANCES INTEREST RATE SWAP MTM $ 63,438,972 2003 BONDS SWAP PAYMENTS $ (3,298,030) 2006/2008 BONDS SWAP PAYMENT $ (7,053,249) 2012 BONDS SWAP PAYMENTS $ (5,044,332) EQUITY TRANSFER $ (99,876,960) CHANGE IN MINIMUM PENSION LIABILITY $ 28,277,000 LOSS ON EXTINGUISHMENT OF DEBTS $ (47,613,272) SEROC INCOME BOOK/TAX DIFFERENCE $ 151,150 ------------------- OTHER CHANGES IN NET ASSETS OR FUND BALANCES $(71,018,721) |
Attach to Form 990 or 990-EZ.