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SFHS-Governance-Board-Packet-4.28.20-2 DATE: APRIL 23, 2020 TO: SFHS BOARD OF DIRECTORS FROM: CAROL RAW, CEO RE: REGULAR MEETING OF THE BOARD The Board of Directors of St. Francis Health Services will hold the April regular meeting at Longfellow on Tuesday, April 28, 2020 6:30 p.m. If you cannot attend, please call Jeannie at 320/589-2004 Leading with: SFHS Board Members Respect Integrity Alyssa Thooft, Chair Carla Riley, Vice-Chair Commitment Excellence Lori Wiese, Sec/Treasurer Service Stewardship Keith Davison Dan Dripps Vivian Heltemes Expressing Christ’s love by providing care that values every human life. Paul Letendre Elizabeth Meichsner Patrick Nelson Board of Directors Rev. Todd Schneider April 28, 2020 6:30PM Tamela Sperr Regular Meeting Monserrat Vasquez Kenneth Westbrock 6:30PM Opening of meeting A. Call to Order B. Prayer C. Approval of Agenda Action 6:35PM Agenda D. Approval of previous meeting minutes Action E. Recap of March Packet Information F. Update on CoVid-19 Information G. Genevive Membership Participation Agreement, Addendum & MOC Action H. CentraCare Senior Services Proposition Action I. Recess for Subsidiary Board Meetings Action 1. MHS 2. ZHS J. Reconvene St. Francis Meeting Action K. Review of Fiscal Year 2019 990s Information L. Chisholm Health Center Moratorium Exception Project Information M. Left open for potential late agenda items TBD 7:45PM N. Reports Information Strategic Plan Updates 1) Quality Benchmark –MN Report Card 2) VP Financial Services Report a) Consolidated Financials 3) VP Behavioral & Development Services 4) VP Senior Services 5) Corporate Compliance/PEX 6) President/CEO 8:30PM O. Adjournment Action May 26, July 10-12 Governance Older Adult Services, July 28, September 22, October 27, December 1 Recruitment Meeting: June 23 Retiring Board Members; Vivian Heltemes 1st Term Expires: Carla Riley, Monserrat Vazquez AGENDA DETAIL C. Action: Approval of Agenda D. Action: Meeting minutes dated January 28, 2020 require review and approval. E. Information: Recap of March Packet A March packet was sent as an alternative to meeting given there were no action items. Briefly, I will review items to answer any outstanding questions. F. Information: Cami Peterson-DeVries will provide a comprehensive update on our Emergency Response Plan related to CoVid-19. Please reference the SFHS website for weekly updates. SFHS SNFs received a total of $635k in emergency relief funds (based on FYE19 Medicare utilization) according to the FFCARE act. PCS received $ in similar funds. G. Action: As discussed last December, the Genevive Membership Participation Agreement & Addendum and additional information on their Model of Care is attached for final approval as it relates to Farmington Health Services & Little Falls Health Services. I had hoped we would be able to include Renville Health Services with both A/ls but given the CoVid-19 issues that became a priority the county was not able to work with Genevive this year. I am even more convinced this is the right direction to move in our effort to obtain referrals from any aspect we can, especially post CoVid-19. I don’t believe there is a negative aspect to participation, given we are becoming a member versus creating our own I-SNP. I recommend we proceed and execute the contract. H. Action: CentraCare Senior Services Proposition If you recall in November 2019, I received a call re: our interest in purchase of an older SNF and new assisted living property owned by CentraCare in Long Prairie MN. Since then the conversation has evolved to a proposal for 5 SNF properties and 8 A/L with a potential for others. CentraCare is looking to partner with a company with similar mission and values. I have had several follow up meetings but of recent, with CoVid-19, we are stymied due to a change in our operational priorities and non-ability to make site visits. I have a call with the executive managing this process Thursday of this week and we hope to come up with a way to continue the movement. Due to the highly confidential nature of this proposition for CentraCare I will share more information during the board meeting. I. Action: Recess for subsidiary corporate meetings: MHS & ZHS • Minutes of Previous Meetings • Advisory Committee member recommendation J. Action: Reconvene SFHS board meeting. K. Information: Review of the 990s for Fiscal Years Ended 06/30/19 and 09/30/19 is possible by accessing the separate links on the SFHS Board Portal. You may recall due the change of our fiscal year end from 06/30/19 to 09/30/19, it was necessary to file both the typical 12 month return and a shorter 3 month return. L. Information: We received notification from the MNDHS that Chisholm Health Center was approved for their $13M construction project. Our next steps will be to finalize drawings and get bids from both of our typically used contractors. I will then bring the project back to you for a full review for a decision as to whether we will proceed. M. Information: Left open for potential late agenda items N. Reports of Strategic Plan Progress (reports accessible through the separate link on the SFHS Board Portal), Quality Benchmarks, Vice-Presidents, Corporate Compliance Officer and President/CEO. See attached reports for each. O. Action: Adjournment. ST. FRANCIS HEALTH SERVICES OF MORRIS DIRECTORS’ MEETING JANUARY 28, 2020 REGULAR MEETING The Board of Directors of St. Francis Health Services (SFHS) held their regular meeting on January 28, 2020 in the SFHS Conference room. Chair, Alyssa Thooft, called the meeting to order at 6:30 p.m. Chair Thooft offered a prayer. PRESENT Alyssa Thooft, Vivian Heltemes, Kenneth Westbrock, Father Schneider, Dan Dripps, Carla Riley, Lori Wiese, Monserrat Vazquez, Tamela Sperr, Paul Letendre, and Patrick Nelson. Staff: Carol Raw, Will Moncrief, Scot Allen, Chad Meyer, and Jeannie Michaelson. ABSENT Keith Davison and Elizabeth Meichsner. AGENDA Vivian Heltemes moved to approve the agenda, motion seconded and carried. MINUTES Carla Riley moved to approve SFHS’ regular meeting minutes of 12/3/19, motion seconded and carried. FYE AUDIT Mark Dale, Eide Bailly LLP, presented an overview of the SFHS and Subsidiaries Consolidated financial statements as of September 30, 2018 and 2019, stating the audit was conducted in conformity with auditing standards generally accepted in the US. Dale referenced the two management letters, and reported on the auditor’s communication. He also reviewed in detail the Corrected Misstatements and Uncorrected Misstatements, Environmental Trends, Consolidated Balance Sheet, Days Cash on Hand, Net Days in AR, Long-Term Debt to Capitalization, Consolidated Statement of Operations, Revenues, Total Expenses, Operating Margin, EBITDA, Total Profit Margin, Debit Service Coverage, and SWOT Analysis. 2020 STRATEGIC PLAN Raw reviewed the work of the Strategic Planning Committee and provided an overview of the 2020 Strategic Plan requesting board approval. MOTION Vivian Heltemes motioned to accept the 2020 Strategic Plan, motion seconded and carried. GOVERNANCE BOARD Raw requested the SFHS Governance Board Self- SELF-ASSESSMENT Assessment be completed by each board member stating results will be provided at the March meeting. RECESS Carla Riley moved to recess the SFHS Board meeting, motion seconded and carried, meeting recessed at 7:54p.m. SFHSmin 1.28.20 1 RECONVENE Patrick Nelson moved to reconvene the SFHS Board meeting, motion seconded and carried, the meeting reconvened at 8:05 p.m. SFHS/DHS JOINT AUTHOR. Raw discussed the SFHS.2020.1 Resolution stating the VHC RESOLUTION 2020.1 MEP public bond issue financing required joint authorization to complete the transaction. The financing is scheduled to close on Feb 27th at approximately $15M refinancing existing debt of approximately $6.37M (2012 & 2015 projects) refunding project costs covered by SFHS of approximately $7.14M., funding a reserve fund for the Bonds and paying issuance costs of the Bond. MOTION Father Schneider motioned to approve the SFHS/DHS Joint Authorization Resolution 2020.1, motion seconded and carried. TERM. CROPLAND RENTAL Raw informed the board that the Gary Hennen family will no AGREEMENT longer farm the acreage west of West Wind Village due to animal presence & related crop damage. Raw inquired as to the board’s desire of the acreage. Board members suggested reaching out to Stevens County for CRP or the Water & Soils Lab, and Farm Service Agency for methods to keep the weeds controlled. 2020 LIABILITY/PROP./ Raw indicated CNA was not able to counter with a PROFESS. INS. RENEWAL more competitive bid. Bremer Agency secured a renewal option for SFHS with Hanover for $90k less than our CNA renewal premium and $80k (11%) above our expiring premium. The CNA renewal premium bid was $914K or a 23% increase forcing us to move our coverage to Hanover. CMS 5 STAR RATING Allen reviewed and discussed the CMS 5 Star Rating report, specifically the increased assessment of Civil Monitoring Penalties (CMP) at several care centers. PIPP PROJECT UPDATE- Allen gave an update on SFHS’ NOW Grant. Allen reviewed the NOW GRANT NOW Project Outcomes: Prevalence of Unexplained Weight Loss, Food Domain of Residents and Food Domain for Families. The 2 year grant began 1/1/19. VP FINANCE Moncrief reviewed the 11/30/19 SFHS consolidated financial statements and summary reporting an operating loss of (2.23%), Days in A/R of 45.09, total net loss of (2.00%) and Average Occupancy for all of 84.93%. VP BEHAV. DEV. SERVICES Meyer, VP Behavioral & Developmental Services provided updates of PCS operations. VP SENIOR SERVICES Allen, VP Senior Services provided updates of senior services subsidiary operations. CORP COMP & ETHICS Raw stated the Corporate Compliance & Ethics Committee met on January 6, 2020 and asked if members had questions related to the minutes provided. SFHSmin 1.28.20 2 CEO Raw mentioned SFHS’ was provided notice from Leading Age MN they will be presented at the upcoming Institute with an Award of Merit for their Performance Excellence in Aging Services work.
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