AGENDA EL CAMINO HOSPITAL BOARD REGULAR BOARD MEETING Wednesday, May 14, 2014, 5:30 p.m. El Camino Hospital Conference Rooms E, F & G (ground floor) 2500 Grant Road, Mountain View, California and via teleconference: Diplomatic Enclave, Sardar Patel Marg, Chanakyapuri, New Delhi, DL 110021, India MISSION: To be an innovative, publicly accountable and locally controlled comprehensive healthcare organization which cares for the sick, relieves suffering, and provides quality, cost competitive services to improve the health and well-being of our community. AGENDA ITEM PRESENTED BY 1. CALL TO ORDER Neal Cohen, MD 5:30 – 5:31 p.m. Board Chair
2. ROLL CALL Neal Cohen, MD 5:31 Board Chair
3. POTENTIAL CONFLICT OF Neal Cohen, MD 5:31 – 5:32 INTEREST DISCLOSURES Board Chair
4. CONSENT CALENDAR ITEMS: Neal Cohen, MD public motion required Any Board Member may remove an item Board Chair comment 5:32 – 5:37 for discussion before a motion is made. Approval: a. Minutes of the Regular Hospital Board Meeting (April 9, 2014) b. Minutes of the Special Meeting of the Board to Conduct a Study Session (April 23, 3014) c. Draft Bylaws Amendment - Article VI Section 6.8 d. Appointment of Foundation Board Member - Mary Scrivner Reviewed and Recommended for Approval by the Corporate Compliance, Finance and Quality Committees e. Policy 51.00 Draft Revised Physician Contracting Policy Reviewed and Recommended for Approval by the Corporate Compliance, Privacy, and Internal Audit Committee f. Policy Oversight Process Proposal Reviewed and Recommended for Approval by the Medical Staff g. Medical Staff Report
A copy of the agenda for the Regular Meeting will be posted and distributed at least seventy-two (72) hours prior to the meeting. In observance of the Americans with Disabilities Act, please notify us at 650-988-7504 prior to the meeting so that we may provide the agenda in alternative formats or make disability-related modifications and accommodations.
Agenda: El Camino Hospital Board Regular Board Meeting May 14, 2014 Page 2
AGENDA ITEM PRESENTED BY Acceptance: h. Quality Committee Minutes - February 10, 2014 - March 17, 2014 i. Corporate Compliance Committee Minutes - February 20, 2013 j. Foundation Report k. Auxiliary Report Information: l. CEO Report ATTACHMENT 4
5. PUBLIC COMMUNICATION Neal Cohen, MD information A. Oral Comments Board Chair 5:37 – 5:42 This opportunity is provided for persons in the audience to make a brief statement, not to exceed 3 minutes on issues or concerns not covered by the agenda. B. Written Correspondence
6. ADJOURN TO CLOSED SESSION Neal Cohen, MD 5:42 – 5:43 Board Chair
7. POTENTIAL CONFLICT OF Neal Cohen, MD 5:43 INTEREST DISCLOSURES Board Chair
8. CONSENT CALENDAR Neal Cohen, MD motion required Any Board Member may remove an item Board Chair 5:43 – 5:45 for discussion before a motion is made. Approval: - Minutes of the Closed Session of the Regular Meeting of the Board (April 9, 2014) - Minutes of the Closed Session of the Special Meeting of the Board to Conduct a Study Session (April 23, 2014) Gov’t Code Section 54957.2. - Report on Internal Audit Activity. Conference with legal counsel - pending or threatened litigation - Gov’t. Code Section 54956.9(d)(2). Acceptance: - Meeting Minutes of the Closed Session of the Quality Committee (February 10, 2014) - Meeting Minutes of the Closed Session of the Corporate Compliance Committee (February 20, 2014) Gov’t Code Section 54957.2.
Agenda: El Camino Hospital Board Regular Board Meeting May 14, 2014 Page 3
AGENDA ITEM PRESENTED BY
9. Report of Medical Staff Quality Assurance Vivien D’Andrea, MD motion required Committee, Health and Safety Code Chief of Staff MV 5:45 – 5:50 Section 32155. Karen Pike, MD - Deliberations concerning reports on Chief of Staff LG Medical Staff quality assurance matters - Medical Staff Report
10. Health and Safety Code Section 32106(b) Neal Cohen, MD information for a report involving health care facility Board Chair 5:50 – 5:55 trade secret. - Pacing Plan
11. Health and Safety Code Section 32106(b) Neal Cohen, MD information for a report involving health care facility Board Chair and 5:55 – 9:00 trade secret. Member, Strategy Ad - Strategy Ad Hoc Committee Hoc Committee Dennis Chiu, Board Member and Member, Strategy Ad Hoc Committee
12. Health and Safety Code Section 32106(b) Tomi Ryba, information for a report involving health care facility President and CEO 9:00 – 9:05 trade secret. - CEO Report
13. Report involving Govt. Code Section Neal Cohen, MD information 54957 for discussion and report on Board Chair 9:05 – 9:10 personnel performance matters. - Executive Session
14. Adjourn to Open Session Neal Cohen, MD 9:10 – 9:11 Board Chair
15. RECONVENE OPEN Neal Cohen, MD 9:11 – 9:14 SESSION/REPORT OUT Board Chair To report any required disclosures regarding permissible actions taken during Closed Session.
16. ADJOURNMENT Neal Cohen, MD 9:14 – 9:15 p.m. Board Chair
Upcoming Hospital Board Meetings: - June 11, 2014 - No Meeting in July - August 13, 2014 - September 10, 2014
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Att 4a - Open Minutes Hospital Board 4.9.14 Final.docx Draft: Subject to Board of Directors Consideration
Minutes of the Regular Meeting Board of Directors of El Camino Hospital Wednesday, April 9, 2014
1. Call to Order. The Open Session meeting of the Board of Directors of El Camino Hospital (the “Board”) was called to order by Vice Chair Nandini Tandon at 5:30 p.m. on Wednesday, April 9, 2014, in Conference Rooms E, F, and G at El Camino Hospital, 2500 Grant Road, Mountain View, California.
2. Roll Call. Roll call was taken. Board members present were Dennis Chiu; Jeffrey Davis, MD; Patricia A. Einarson, MD; Julia Miller; David Reeder; Tomi Ryba; Nandini Tandon, PhD; and John Zoglin. Neal Cohen, MD was absent.
3. Potential Conflict of Interest Disclosures. Vice Chair Tandon asked if any Board member or anyone in the audience believes that a Board member may have a conflict of interest on any of the items on the agenda. No conflict was reported.
4. Board Recognition. Director Miller made a motion, seconded by Director Reeder and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve Resolution 2014-04. Jodi Barnard, President of the El Camino Hospital Foundation, presented the Resolution to members of the Santa Clara Sporting Soccer Club and their families for their generous donations to that allow the El Camino Hospital Foundation to fund free mammogram screenings for uninsured and under-insured women in the community.
5. Consent Calendar. Vice Chair Tandon asked if anyone wished to remove any items from the consent calendar. Director Zoglin requested that item “e” be removed from the consent calendar.
Director Chiu made a motion, seconded by Director Miller and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve the consent calendar without agenda item “e.”
Item e – Purchase of Zoll Defibrillators – Director Zoglin asked to vote separately on agenda item “e” without any discussion. Director Miller made a motion, seconded by Director Chiu and approved by a vote of seven Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, and Tandon), one Director opposed (Zoglin) and one Director absent (Cohen) to approve agenda item “e.” Director Ryba asked Director Zoglin to clarify his concern regarding item “e”, at which point, Director Zoglin clarified that the item he wanted to remove from the consent calendar was item “c” and not item “e.”
Director Chiu made a motion, seconded by Director Miller, and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to rescind the earlier motion to approve the consent calendar without agenda item “e.” Draft: Subject to Board of Directors Minutes: Meeting of the El Camino Hospital Board April 9, 2014 Consideration Page 2
Action: Director Chiu made a motion, seconded by Director Reeder and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve the following items on the consent calendar without agenda item “c”: Minutes of the Joint Meeting of the Board and the Executive Compensation Committee (March 12, 2014); Minutes of the Regular Hospital Board Meeting (March 12, 2014); Community Benefit Policy; Purchase of Zoll Defibrillators; January 2014 Financials; Medical Director - Cardiothoracic Surgery; Fogarty Service Agreement Renewal; Draft Revised Governance Committee Charter and Proposed Bylaws Amendment Article VII, Section 7.1 and 7.3; and Medical Staff Report; and accept the following items on the consent calendar: Governance Committee Minutes (March 4, 2014); Executive Compensation Committee Minutes (January 28, 2014); Finance Committee Minutes (January 27, 2014); Investment Committee Minutes (November 11, 2013); Foundation Report and Auxiliary Report.
Item “c” – Proposed Bylaws Amendment Article VI, Section 6.8 (REDLINES) (approved in March 12, 2014) – Director Zoglin noted that the process as approved at the last Board meeting for a Board member to request that an item to be placed on the agenda would take too long before the item could actually be placed on the agenda. He proposed an additional bylaw amendment that would allow an agenda item to be placed on the next meeting’s agenda if three Board members requested it.
Action: Director Zoglin made a motion, seconded by Director Miller and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve further amendment to Article VI, Section 6.8 of the ECH Bylaws to provide that if three Board members made a request to place an item on the agenda, with due lead time, that the agenda item be placed on the next meeting’s agenda.
6. Quality Report: Corporate Scorecard. Eric Pifer, MD, Chief Medical Officer, reviewed the corporate scorecard and discussed underperforming metrics with the Board. He noted that in FY 2014 the number of incidents of preventable harm increased from 10 in Q1 to 22 in Q2. He pointed out that the increase can partially be attributed to the broadening of the definition used by ECH to classify reportable incidents. Dr. Pifer noted the importance of developing a culture of safety and accountability at ECH and reported that the culture of safety survey was opened last week for staff to complete. The results of this survey will provide a yardstick for how well the LEAN efforts have been affecting the culture of safety at ECH.
Director Davis requested a more detailed report at the next Board meeting with respect to the causes and plans to reduce incidents of preventable harm. Board members discussed the benefit of having an outside assessment conducted of the Quality Committee and suggested putting that issue on the agenda for a future Quality Committee meeting.
Dr. Pifer also reviewed the metrics for Medical-Surgical Length of Stay and Median Minutes from ED Arrival to Admit to Unit and outlined plans by ECH to improve performance.
Director Zoglin commented that the Finance Committee is in the process of reviewing the Total Operating Expense per CMI Adjusted Discharge metric and examining reasons for its underperformance. Director Ryba noted that Mick Zdeblick, Chief Operating Officer, has been Draft: Subject to Board of Directors Minutes: Meeting of the El Camino Hospital Board April 9, 2014 Consideration Page 3
leading ECH’s cost reduction initiatives and suggested that he should begin attending Finance Committee meetings going forward in order to inform some of the discussion around this metric.
Director Ryba noted that she expects the percentage of current employees completing biometrics screening to increase in the next couple of months, and that the screening will now be required as part of the on-boarding for new employees.
Director Davis noted the need to increase the rate of response by staff in completing the culture of safety survey and suggested continuing the discussion at the Quality Committee level on ways to incentivize survey participation.
7. Semi-Annual Auxiliary Report. Charles Hebel, President of the Auxiliary, provided an update on the progress of the Auxiliary in strengthening four particular areas that align to support ECH’s triple-aim goals. He noted that executive communication between the Auxiliary and ECH has improved, with regular 1:1 meetings now scheduled between Auxiliary leaders and ECH leaders. President Hebel reported that the Auxiliary has created a training team for developing training opportunities for Auxiliary members. The first set of trainings was recently offered on diversity, and a possible future theme for more training might include team building.
President Hebel noted that the Auxiliary has trained 461 volunteers to-date on its Exceeding Customer Expectations curriculum and has also developed a new approach for annual in-service for all Auxiliary members. He commented that leadership succession has been a major challenge for the Auxiliary, identifying two possible reasons: 1) perception by members that Auxiliary Board service is too time-consuming and 2) shorter-term service outlook of new members resulting in the median lengths of service of 2.8 years in 2011 as compared to 4 years in 2008 (for members 18 and over.) In response, the Auxiliary Board plans to re-examine each leadership role with a view towards possibly restructuring them to lighten the workload. Additionally, the Auxiliary has created certain staff positions to support Auxiliary Board members, such as the recent Associate position that supports the Director of Service for Mountain View.
Action: Director Miller made a motion, seconded by Director Davis and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve the Auxiliary Report.
8. Semi-Annual Foundation Report. Russ Satake, Chair of the El Camino Hospital Foundation, reported on the new Board members who have joined the Foundation and the recent efforts to begin recruiting Foundation Board members from the West Valley area. Mr. Satake noted that from FY 2011 to present, the Foundation has raised almost $24 million.
Jodi Barnard, President of the Foundation, reported that the change in timing of the Behavioral Health campaign has impacted the Foundation’s ability to meet its fundraising goals for this year. She then outlined the Foundation’s 90-day plan for identifying potential additional donors for FY 2014.
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President Barnard addressed the cost of fundraising and the Foundation’s success in lowering staffing costs in FY 2014. She also mentioned the need to examine the rate of investment of each of the fundraising activities and explained her plan to bring on dedicated development officers for key service lines who would be expected to raise 5-7 times their salary. She emphasized that there is a direct correlation between specific projects and identifying prospects and noted that she is working on a plan for prospect research to bring a better pool of prospects to the Foundation.
Board members engaged in a discussion with President Barnard on ways to involve them in fundraising activities, including providing Board members with talking points and developing a more routinized and concerted approach to working with the Board.
Action: Director Ryba made a motion, seconded by Director Davis and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve the Foundation Report.
9. February 2014 Financials. Ned Borgstrom, Interim Chief Financial Officer, reported that for the month of February, ECH’s operating margin was $2.8 million below budget – a combination of weak revenues and expenses exceeding budget. He noted that the Finance Committee had questioned the year-to-date $10 million unfavorable variance between budgeted and actual labor costs. Of that difference, $5.5 million is a wage variance and $4.5 million is a benefit variance. Mr. Borgstrom explained the key underlying reasons for the variance including an error in the budgeted amount for the RN rate per hour, as well as unbudgeted overtime, overages in social security and health insurance, and increased use of patient sitters to prevent patient falls. There also has been $3 million accrued for management and staff bonuses, which will only be paid if year-end operating margin is ahead of budget.
Mick Zdeblick, the Chief Operating Officer, reviewed the corrective action plan ECH has implemented to control these costs which include freezing all overtime unless approved by a Director and managing productivity issues. Director Ryba noted that because ECH has not met its March 2014 budget as well, Mr. Zdeblick has also prepared a plan for April, May and June 2014, which puts additional controls on spending for new FTEs, overtime and discretionary, non- labor purchases.
Action: Director Chiu made a motion, seconded by Director Miller and approved by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), and one Director absent (Cohen) to approve the February 2014 Financial Report.
10. Executive Compensation Committee Report. Director Reeder, Vice Chair of the Executive Compensation Committee, reported that the Committee met on March 20th to review the feedback received from the Board during the Joint Board and Committee Meeting on March 12th. Director Reeder noted that the Committee is exploring certain areas that may require more study, including the number of executive goals, shared goals, median range compensation, long-term incentives, and severance. He also announced that all Committee members have agreed to continue to serve on the Committee for FY 2015.
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11. Corporate Compliance Committee Report. Director Zoglin, Chair of the Corporate Compliance Committee, reported on the short-term, medium-term and long-term tasks for the Committee. The Committee has been focusing on the development of an Enterprise Risk Management (‘ERM”) program at ECH and plans to present a proposed ERM structure and process to the Board in the next couple of months. Director Zoglin noted that the effort to build- out the ERM program will likely take four to five years to complete.
12. ePaCT Ad Hoc Committee Report. Director Einarson, Chair of the ePaCT Ad Hoc Committee, reported on the progress made by management in the last quarter towards implementing the Epic platform. She noted that because the work of the Committee is broader than just IT, the Committee has been renamed from IT Ad Hoc Committee to ePaCT Ad Hoc Committee, which stands for Electronically Enabled Patient Centered Transformation. Progress to-date includes signing of the Epic contract, hiring of the project director, identification and posting of other staff roles for recruitment, and selection of consultants from a detailed RFP process. She also reported that the program budget is in the process of being refined by the finance department and broken out into phases, separating capital versus operating expenses. Director Einarson reviewed the Epic implementation map and pointed out that ECH is in phase zero which includes executive education, project planning and scope decisions, interface analysis, and project team staffing and scheduling for training. This phase should be completed in June 2014 at which point the full team will begin its formal training.
Director Einarson outlined three major possible risks to project implementation including: evolving ambulatory approach, large staffing needs for the core project team, and bringing the new Data Center online. She noted that the next report from the Committee will be brought to the Board in August 2014 and will focus on the finalized governance structure for the program, view of the dashboard being used to manage the efforts, timelines, scope and budget.
13. CEO Report. Director Ryba reported that ECH is on track for achieving its organizational goals for patient quality, safety and financials. She noted that ECH is meeting its target for Median Minutes from ED Arrival to Admit to Unit measurement, even though February was a more difficult month due to the high rate of patients being admitted with flu symptoms. She commented that while the Service score is meeting its goal, it still places ECH at the 60th percentile nationally. She reminded the Board that ECH’s goal is to improve this score so that eventually ECH will be rated in the top 10% - 25% of the country on this measurement.
Director Ryba noted that ECH has saved (to-date) $2.685 million in supply and clinical variation costs, with a gap of $1.67 million still remaining in meeting the total savings goal of $4.35 million for FY 2014. She also reported that ECH and the Palo Alto Medical Foundation in collaboration with the UCSF Interventional Pulmonology Fellowship Program has established the first West Coast site to offer interventional pulmonology fellowships.
14. Public Communication. Mr. Geoffrey Mangers spoke regarding his concerns as mentioned in his written communication to the Board and distributed a letter to the Board members.
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15. Board Comments. Director Miller commented on her experience touring the Emergency Department and commended Clinical Manager Lotta Alba, RN, the accompanying Auxiliary volunteer, and other staff for providing such an impressive tour.
Director Reeder announced that Claudia Coleman, the former Chair of the El Camino Hospital Foundation, was awarded one of the Los Altos Community Foundation’s Gardner Awards for her involvement with the El Camino Hospital Foundation. He also noted the success of the Heart Forum held at ECH which had a large turn-out and provided pertinent information to members of the community. He also thanked the Marketing and Communications team for organizing such a successful event.
Director Chiu thanked the El Camino Foundation for organizing the South Asian Heart Center fundraiser Scarlet Night which he found to be very positive and well-run.
Director Einarson announced that she does not plan to run for re-election on the El Camino Healthcare Board of Directors in the upcoming election.
Director Zoglin asked the other Board members to encourage the participation of Committee members in the upcoming Semi-Annual Board and Committee Educational Gathering scheduled for April 23, 2014.
16. Adjourn to Closed Session. A motion was made by Director Chiu, seconded by Director Ryba and adopted by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin), one absent (Cohen) to adjourn the Open Session to Closed Session at 7:55 p.m. pursuant to Gov’t Code Section 54957.2 for approval of Minutes of the Closed Session of the Regular Meeting of the Board – March 12, 2014; pursuant to Govt. Code Section 54957.2 for acceptance of the Closed Session Minutes of the Governance Committee – March 4, 2014, Closed Session Minutes of the Executive Compensation Committee – January 28, 2014, and Closed Session Minutes of the Finance Committee – January 27, 2014; pursuant to Health and Safety Code Section 32155 for deliberations concerning reports on Medical Staff quality assurance matters, and Medical Staff Report; pursuant to Health and Safety Code Section 32155 for a report related to medical staff quality assurance matters: Quality Report: Organizational Clinical Risks; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: Long Range Financial Planning; pursuant to Govt. Code Section 54957.6 for discussion and report on personnel performance matters: Chief Strategy Officer Executive Base Pay; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: Pacing Plan; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: Annual Board and Committee Self-Assessment; pursuant to Govt. Code Sections 54957and 54957.6 for discussion and report on personnel performance matters: Leadership Assessment and Succession Plan; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: CEO Report; and pursuant to Govt. Code Section 54957 for discussion and report on personnel performance matters: Executive Session.
17. Agenda Item 29 - Reconvene Open Session. Open Session was reconvened at 10:18 p.m. Draft: Subject to Board of Directors Minutes: Meeting of the El Camino Hospital Board April 9, 2014 Consideration Page 7
18. Agenda Item 30 – Chief Strategy Officer Executive Base Pay. A motion was made by Director Reeder, seconded by Director Einarson, adopted by a vote of seven Directors in favor (Chiu, Davis, Einarson, Reeder, Ryba, Tandon and Zoglin), one abstention (Miller), one absent (Cohen), to approve the Chief Strategy Officer executive base pay as recommended.
19. Agenda Item 29 – Report-Out. Cindy Murphy, Board Liaison, reported that the following actions were taken in closed session:
A. Upon motion made by Director Chiu, seconded by Director Ryba and adopted by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin), Chair Cohen absent, the minutes of the Closed Session of the Regular Meeting of the Board (March 12, 2014) were approved; and the Closed Session Minutes of the Governance Committee (March 4, 2014), the Closed Session Minutes of the Executive Compensation Committee (January 28, 2014) and the Closed Session Minutes of the Finance Committee (January 27, 2014) were accepted.
B. Upon motion made by Director Chiu, seconded by Director Reeder and adopted by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon, and Zoglin), Chair Cohen absent, the Medical Staff Report, the Minutes of the Medical Staff Executive Committee Meeting (February 27, 2014), and the Medical Staff Credentials and Privileges Report (March 27, 2014).
20. Agenda Item 31 - Adjournment. A motion was made by Director Reeder, seconded by Director Chiu and adopted by a vote of eight Directors in favor (Chiu, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin), Chair Cohen absent, to adjourn the meeting at 10:20 p.m.
Attest as to the approval of the foregoing minutes by the Board of Directors of El Camino Hospital:
______Neal Cohen, MD Patricia A. Einarson, MD Chair, ECH Board of Directors ECH Board Secretary/Treasurer
Prepared by: Marina Kipnis Separator Page
Att 4b - Open Minutes Hospital Board Special Meeting 4.23.14.docx Draft: Subject to Board of Directors Consideration
Minutes of the Special Meeting To Conduct a Study Session Board of Directors of El Camino Hospital Wednesday, April 23, 2014
1. Call to Order. The Open Session meeting of the Special Meeting of the Board of Directors of El Camino Hospital (“the Board”) was called to order by Board Member John Zoglin at 5:40 p.m. on Wednesday April 23, 2014, in the Medical Staff Conference Room at El Camino Hospital, 2500 Grant Road, Mountain View, California.
2. Roll Call. Roll call was taken. Board members present were Jeffrey Davis, MD; Julia Miller; David Reeder; Tomi Ryba; and John Zoglin. Dennis Chiu; Neal Cohen, MD; Patricia A. Einarson, MD; and Nandini Tandon were absent.
3. Adjourn to Closed Session. A motion was made by Director Ryba, seconded by Director Reeder and adopted by a vote of five Directors in favor (Davis, Miller, Reeder, Ryba, and Zoglin), and four absent (Chiu, Cohen, Einarson and Tandon) to adjourn the Open Session to Closed Session at 5:41 p.m. pursuant to Health and Safety Code Section 32106(b) for a Strategy Planning Session.
4. Reconvene Open Session. Open Session was reconvened at 7:43PM.
5. Adjournment. Director Reeder made a motion, seconded by Director Davis and adopted by a unanimous vote of five Directors in favor (Davis, Miller, Reeder, Ryba and Zoglin), four Directors absent (Chiu, Cohen, Einarson and Tandon) to adjourn the meeting at 7:44 pm.
Attest as to the approval of the foregoing minutes by the Board of Directors of El Camino Hospital:
______Neal Cohen, MD Patricia A. Einarson, MD Chair, ECH Board of Directors ECH Board Secretary/Treasurer
Prepared by: Cindy Murphy, Board Liaison Separator Page
Att 4c - Draft Bylaws Amendment - Article VI Section 6.8.pdf
Administration
DATE: El Camino Hospital Board – May 14, 2014
TO: El Camino Hospital Board of Directors
FROM: Cindy Murphy, Board Liaison
SUBJECT: Proposed Amendment to Article VI, Section 6.8 of the El Camino Hospital Bylaws
BOARD ACTION: Possible Motion: That the Board approve the Proposed Amendment to Article VI, Section 6.8 of the El Camino Hospital Bylaws.
At its April 9, 2014 meeting, the Board revisited its March 12, 2014 conditional approval of a proposed revision to Article VI Section 6.8 of the Bylaws. The Board requested that staff draft a further revision.
To summarize the changes, the Bylaws would provide for Board members to make their requests to the Board Chair and the CEO in writing. If the Board Chair were to decline or defer the request for more than two months, the Board member would have the opportunity to discuss the matter with the full Board at the next Board meeting (occurring at least 10 days in the future) during the review of the Board’s pacing plan.
The changes now also provide that a matter shall be placed on the next Board agenda upon the request (with at least two weeks notice) of at least three Board members.
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Att 4c.2 - REDLINE 15773069 v3 to v4 (April 12 2014) (Draft revision to ECH Bylaws 6 8).docx
Proposed Revised Section 6.8 of El Camino Hospital Bylaws
6.8 Agenda for Meetings. The agenda for Board meetings shall be developed by the Chairperson with the Chief Executive Officer acting as staff to the Chairperson for this purpose. The Chairperson shall prepare a calendar of expected agenda items that will be communicated regularly at Board meetings. Any Director may ask that a matter be added to a future Board meeting agenda by written notification to the Chairperson and the Chief Executive Officer. The Chairperson will determine, considering all other matters to be addressed by the Board, whether and when to add the matter to a Board agenda. If the matter will not be added to a the Board meeting agenda within two months at the next meeting to be held more than fourteen (14) days after the date of the request, the Chief Executive Officer will notify the Director making the request of the Chairperson’s decision; the person making the request may ask that the questions of whether such matter should be considered by the Board and the timing of such consideration be addressed during the discussion of the calendar of expected agenda items during the next meeting of the Board that occurs more than ten (10) days thereafter. Notwithstanding the foregoing, any request to add a matter to the Board agenda made by three (3) directors shall be added to the Board meeting agenda at the next meeting to be held more than fourteen (14) days after the date of the last request.
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Att 4c.3 - Proposed Amendment to Section 6 8 of ECH Bylaws.docx
Proposed Revised Section 6.8 of El Camino Hospital Bylaws
6.8 Agenda for Meetings. The agenda for Board meetings shall be developed by the Chairperson with the Chief Executive Officer acting as staff to the Chairperson for this purpose. The Chairperson shall prepare a calendar of expected agenda items that will be communicated regularly at Board meetings. Any Director may ask that a matter be added to a future Board meeting agenda by written notification to the Chairperson and the Chief Executive Officer. The Chairperson will determine, considering all other matters to be addressed by the Board, whether and when to add the matter to a Board agenda. If the matter will not be added to the Board meeting agenda at the next meeting to be held more than fourteen (14) days after the date of the request, the Chief Executive Officer will notify the Director making the request of the Chairperson’s decision; the person making the request may ask that the questions of whether such matter should be considered by the Board and the timing of such consideration be addressed during the discussion of the calendar of expected agenda items during the next meeting of the Board that occurs more than ten (10) days thereafter. Notwithstanding the foregoing, any request to add a matter to the Board agenda made by three (3) directors shall be added to the Board meeting agenda at the next meeting to be held more than fourteen (14) days after the date of the last request.
15773069v4 Separator Page
Att 4d - Appointment of Foundation Board Member - Mary Scrivner.pdf MEMORANDUM
TO: El Camino Hospital Board FROM: Jodi Barnard, President, El Camino Hospital Foundation DATE: May 14, 2014 RE: Seeking approval of one Foundation Board nominee
During its April 17, 2014 meeting, the El Camino Hospital Foundation Board approved one candidate to join the Foundation Board and to fill an unfilled vacancy until January 2015 when she will begin her first three-year term. The Foundation Board is seeking approval from the Hospital Board for the following nominee: Mary Scrivner
Mary holds a Master’s degree in Library and Information Science. She built a large special collection for Consumer Health that served the greater Chicago area, organized annual Health Fairs, served as a volunteer at the Stanford Health Library.
Mary and her husband Doug, who is retired general counsel for Accenture, are involved in the Gladstone Institutes in San Francisco in Mission Bay where they chaired the Institutes Gala in 2013. Mary is on their President’s Council. Doug is a trustee at the University of Denver, and Mary currently belongs to the Mid-Peninsula League of the San Francisco Symphony where she works on fundraising events.
Mary currently serves on the Sapphire Soiree Gala Committee and is a member of Hope to Health, the Women’s Philanthropy program at the Foundation. She has an interest in behavioral health services.
Please don’t hesitate to contact me with any questions. I look forward to receiving your approval that will then formalize the candidate’s appointment to the Foundation Board.
Attachment
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Att 4d.2 - Mary Scrivner Bio_El Camino Hospital Foundation.docx El Camino Hospital Foundation Official Board Member Candidate Nominee April 17, 2014
The following candidate has been nominated for membership to the El Camino Hospital Foundation Board for a three-year term. Mary Scrivner
Doug (left) and Mary Scrivner with Dr. Sandy Williams, Gladstone Institute president
Mary Scrivner and her husband Doug moved to Portola Valley in 1996. Mary was introduced to El Camino Hospital when her mother moved to Cupertino 1998. Throughout the last 12 years of her mother’s life, she had several specialists who were affiliated with ECH; she also was a patient of the hospital a number of times. Mary is an only child and she felt very fortunate to have her mother living nearby; she became the sole advocate of her mother’s healthcare which was challenging and a real education in many areas of healthcare. Mary developed a deep appreciation for ECH through those years, and always thought in the back of her mind that she would support this excellent and unusually engaging community hospital in some way in the future. Currently Mary serves on the Sapphire Soiree Gala Committee and is a member of H2H.
Mary graduated from the University of Arizona in 1974 with a liberal arts degree, with the intention of getting a Master’s degree in Library Science. She met and married her husband Doug in Denver while he was attending the University of Denver, Law School. They moved to Minneapolis for two years and then settled in the Chicago area for the next 16 years.
Mary got her Master’s in Library and Information Science just as computers were being introduced and worked in two large public libraries as a reference librarian. At the Palatine Public Library she built a large special collection for Consumer Health that served the greater Chicagoland area (before computers made information so readily available)! She organized annual Health Fairs and as Program Director she invited a number of physicians to address various health issues of interest to the community.
Mary and Doug moved to the area in 1996 when he became General Counsel for Accenture. She retired from librarianship but volunteered at the Stanford Health Library for a time when it was located in the Stanford Shopping Center.
Mary and Doug are involved in the Gladstone Institutes in San Francisco in Mission Bay. Gladstone is a highly regarded research center in three main areas; Neurology, Immunology, and Cardiology. One of the senior investigators there earned the Nobel Prize for Medicine for his work in stem cell research. Mary and Doug chaired their Gala in 2013 and she is on the President’s Council.
Mary belongs to the Mid-Peninsula League of the San Francisco Symphony where she works on fundraising events. She and her husband enjoy playing golf, traveling, reading and spoiling their Cavalier King Charles. Doug is currently the Chairman Elect of the Board of Trustees of the University of Denver, so they recently bought a condominium in the Denver area for convenience but their main residence remains in Los Altos Hills. Separator Page
Att 4e - Policy 51.00 Draft Revised Physician Contracting Policy.pdf
Date: May 5, 2014 To: Board of Directors From: Diane Wigglesworth, Director Corporate Compliance, Eric Pifer, MD, CMO Ned Borgstrom, Interim Chief Financial Officer Re: Revisions to Physicians Financial Arrangements (Policy 51.00)
In February 2014 the Hospital Board approved significant revisions to administrative policy (51.00) “Physician Financial Arrangements – Review and Approval” to establish guidelines and internal controls for the hospital when entering into a financial arrangement with a physician or physician group. Some additional minor clarifications recommended by the Finance Committee but inadvertently omitted from the version that the Board approved in February have been added. The changes are indicated in red on pages 4, 7 and 8. This revised policy with the revisions has been reviewed and recommended for approval by the Finance Committee, Corporate Compliance/Privacy and Audit Committee, and the Quality, Patient Care and Patient Experience Committee.
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Att 4e.2 - Physician Financial Arrangements Policy 51.00- Review and Approval (Final).DOC
ADMINISTRATIVE POLICIES AND PROCEDURES
51.00 PHYSICIAN FINANCIAL ARRANGEMENTS - REVIEW AND APPROVAL
TABLE OF CONTENTS
Section Page
A. Coverage ...... 1
B. Reviewed/Revised ...... 1
C. Policy Summary...... 1
D. Administrative Standards ...... 1 1. All Physician Financial Arrangements ...... 2 2. Medical Director Contracts ...... 4 3. Physician Consulting Contracts ...... 5 4. Physician Lease Contracts...... 5 5. Physician Education, Training and Conference Payment Contracts ...... 6 6. Physician Recruitment Contracts ...... 6
E. Approval of Physician Contracts ...... 6
F. Board Oversight and Internal Review Process ...... 7
G. Exceptions ...... 7
H. Review and/or Modification ...... 7
Appendix A: Physician Arrangement Review Checklist and Certification Appendix B: Physician Lease Arrangement Review Checklist Appendix C: Physician Timesheet Study Form
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ADMINISTRATIVE POLICIES AND PROCEDURES
51.00 PHYSICIAN FINANCIAL ARRANGEMENTS - REVIEW AND APPROVAL
A. Coverage:
El Camino Hospital Employees, Contract Personnel, Physicians, Healthcare Providers, and the Governing Board
B. Reviewed/Revised:
New 6/08, 06/09; 8/12, 10/12, 11/13, 1/14
C. Policy Summary:
This policy implements the overall compliance goals of the Hospital with respect to Physician financial arrangements.
This policy establishes administrative principles and guidelines, Board delegation of authority and oversight, and review processes and approvals that must be followed before the Hospital enters into a direct or indirect financial arrangement with an individual physician, a physician group, other organizations representing a physician, or a member of immediate family of a physician (“Physician”). Physician financial arrangements that involve any transfer of value, including monetary compensation, are subject to this and the following policies: 1) Signature Authority policy 17.00, 2) Reimbursement of Business Expenses policy 5.00, and 3) Physician Recruitment policy 42.00.
All financial arrangements of any kind involving Physician, including but not limited to, medical director, consulting, on-call arrangements, service agreements, education and training, conference reimbursement or real estate leases, will comply with the Stark law, Anti-Kickback, HIPAA and all other Federal and State Laws.
All Physician financial arrangements are prohibited except those Physician financial arrangements that are approved and documented as provided in this Policy.
Physician financial arrangements may be entered into only where they are needed and serve the strategic goals (including quality and value) of the Hospital. Each Physician financial arrangement must meet or exceed the complex and stringent legal requirements that regulate Physician financial relationships with the Hospital. All Physician financial arrangements between a physician and the Hospital must be in writing and meet fair market value, commercial reasonableness and the following requirements as applicable.
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D. Administrative Standards:
When creating or renewing a Physician financial arrangement, the following principles must be followed. This Policy applies to any Physician financial arrangement including, but not limit to: Medical Directorships, ED Call Panels, Professional Services, Panel Professional Services, Consulting, Lease, Education and Training, Conference Payment, and Physician Recruitment.
1. All Physician Financial Arrangements:
a) Each Physician financial arrangement (except Physician Lease Contracts) must provide a service that is needed for at least one of the following reasons: 1) it is required by applicable law, 2) required administrative or clinical oversight can only be provided by a qualified physician, 3) the administrative services to be provided support an articulated strategic goal of the Hospital, such as patient safety, and 4) the arrangement must solve, prevent or mitigate an identified operational problem for the Hospital.
b) The terms of the Physician financial arrangement must be fair market value and commercially reasonable and must not take into account the volume or value of any referrals or other business generated between the parties. All of the terms of the Physician financial arrangement must be in a written contract that details the work or activities to be performed and all compensation of any kind or the lease terms (“Physician Contracts”). The services contracted for may not exceed those that are reasonable and necessary for the legitimate business purposes of the Physician financial arrangement. If there is more than one Physician Contract with a Physician, the Physician Contracts must cross-reference one another (or be identified on a list of Physician Contracts) and be reviewed for potential overlapping commitments prior to negotiating additional agreements.
The process for determining Physician compensation for each Physician financial arrangement must be set forth in the Physician Contract file and identified in sufficient detail so that it can be objectively verified as meeting fair market value standards. Any compensation paid to or remuneration received by a Physician shall not vary based on the volume or value of services referred or business otherwise generated by the Physician and must reflect fair market value. Compensation cannot exceed the seventy-fifth percentile of fair market value without prior Board approval. Medical Director Agreements should use national market data and On-Call agreements should use local market data to determine the seventy-fifth percentile of FMV.
In order to support reasonableness of compensation or remuneration, written fair market data must accompany the Physician Contract and show compensation paid by similar situated organizations and/or independent compensation surveys by nationally recognized independent firms.
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c) Compensation cannot be revised or modified during the first twelve (12) months of any Physician financial arrangement. If the compensation is revised thereafter, it must be evidenced by a written amendment to the Physician Contract, signed by both parties before the increase in compensation takes effect. For example, if the increase in compensation is to take effect on April 1, the amendment must be signed by both parties on or before April 1 and the original Physician Contract must have been effective on or before March 31 of the prior year. The compensation cannot be changed for twelve (12) months after the effective date of such amendment. d) All Physician Contract renewals must be signed before the expiration of the term of the existing Physician Contract. e) Physician Contracts must be in writing and executed by the parties before commencement. Only the CEO of Hospital may execute a Physician Contract, except Physicians Contracts that are real estate or equipment leases with Physicians may be signed by the Chief Administrative Services Officer (“CASO”). Physicians cannot be compensated for work performed, nor may a lease commence, prior to execution by both parties. f) The Physician financial arrangement must not violate the Stark law, the anti- kickback statute (section 1128B(b) of the Act) or any Federal or State law or regulations. g) The Physician Contract will permit the Hospital to suspend performance under the Physician Contract if there is a compliance concern. Concerns about compliance should be directed to Compliance, Legal, or the office of the Chief Medical Officer (“CMO”). Performance under Physician Contracts deemed to not meet the administrative guidelines shall be suspended until the Physician Contract can be remedied. h) Physician Contracts must contain termination without cause provisions (except for real estate and equipment leases). Physician Contracts which grant an exclusive right to Hospital-based physicians to perform services may not exceed five years. If a Physician Contract is terminated, then the Hospital may not enter into a new financial arrangement with the same Physician covering the same arrangement on different terms within twelve (12) months of the effective date of the terminated Physician Contract.
i) Physicians with potential conflicts of interest must complete a conflict of interest form (see Policy 4.00) that must be reviewed by the Compliance Officer prior to entering into a Physician Contract. The conflict must be addressed and referenced in the Physician Contract. A conflict may prevent entry into a Physician Contract.
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j) All Physician Contracts must be prepared using the appropriate Hospital contract template prepared by Legal and Contracting Services. All Physician Contracts must be drafted by personnel designated by Legal and Contracting Services.
k) Attached to the final version of a Physician Contract prior to execution by Hospital must be a completed “Physician Arrangement Review Checklist” and a signed “Contract Certification” (Appendix A) (a Physician Lease Contract must also include Appendix B) to be reviewed and approved by Legal and Contracting Services and Compliance.
l) All executed Physician Contracts must be scanned into the Meditract system.
m) Payments may not be made to a Physician unless there is adherence with all of the requirements of this Policy.
n) Each Physician Contract shall comply with all applicable laws.
2. Medical Director Contracts: In addition to the criteria set forth above (D.1) for All Physician Financial Arrangements, the following must be met prior to creating, renewing or amending a Medical Directorship:
a) A Medical Directorship may not be intended or used as a means to recruit a Physician to practice at the Hospital.
b) A Medical Directorship must fit within a rational management framework that optimizes coordination of the Medical Director’s knowledge and work efforts with Hospital needs and resources. To meet this requirement, the Medical Director must work with, and be accountable to, a supporting Hospital manager-partner who is a Hospital supervisor, manager or executive director who verifies the Medical Director’s work and efforts. The Hospital manager- partner shall participate in the negotiation of the Medical Director Contract, including setting duties and goals, and will be familiar with the details of the Medical Director Contract.
c) The number of hours assigned to the Medical Directorship must be appropriate considering the work required. An annual evaluation shall be conducted by the CMO and the Hospital manager-partner to evaluate whether all such services are needed in any new or renewal term, whether new services are needed and if the hours are still reasonable and necessary for the legitimate business purpose of the Medical Directorship arrangement. The proposed services may not duplicate work that is provided to the Hospital by other Physicians unless the total work under all arrangements are needed.
d) Medical Director Contracts must require Physician completion and submission of Physician Time Study Reports (see Exhibit C) each month, and each such report must be approved by the Hospital manager-partner and the Compliance
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Department before any compensation is paid. There must be one or more internal review processes to verify that the Medical Director is performing the expected duties and tasks, of which the required time report is one example.
e) All Medical Director Contracts providing for total compensation of $30,000 or more shall include two (2) annual quality incentive goals that support the Hospital’s strategic initiatives, one of which shall be related to an outcome quality metric and the other shall be related to a process metric or milestone for service to patients. For Medical Director Contracts greater than $100,000 in compensation per year, 20% of the total compensation will be held at risk based on the completion of the quality incentive goals. For Medical Director Contracts between $50,000 to $99,999 per year, 10% of the total compensation will be held at risk based on the completion of the goals. For Medical Director Contracts between $30,000 to $49,999 per year, 5% of the total compensation will be held at risk based on the completion of the goals.
f) If a Medical Director would oversee a function in a service line, then a development and selection committee (that includes at least one physician leader in the service line) will evaluate the candidates and recommend a final candidate with whom the Hospital should negotiate. An effective alignment of the Physician and the service line should be created.
g) If the Medical Directorship is intended to oversee a function outside of a defined service line, the CMO will evaluate and approve the Medical Director candidates for the proposed function.
h) Each year, the Medical Executive Committee will review a summary report of all Medical Directorship arrangements and goals.
i) Medical Director Contracts must include a Hospital-approved HIPAA Business Associate Agreement.
3. Physician Consulting Contracts: In addition to the criteria set forth in the All Physician Financial Arrangements section (D.1) above, the following criteria must be met before creating or renewing a Physician Consulting Contract:
a) Physician Consulting Contracts must require concise deliverables and due dates and require completion of a Physician Time Study Report (see Exhibit C). The deliverables and due dates must be set for the duration of the Physician Consulting Contract before the services begin and the Physician Consulting Contract is signed.
b) The number of hours assigned to the Physician Consulting Contract must be appropriate in light of the work required.
c) Physician Consulting Contracts must include a Hospital-approved HIPAA Business Associate Agreement.
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4. Physician Lease Contracts: In addition to the criteria set forth in the All Physician Financial Arrangements section above (D.1), the following criteria must be met before creating, amending, or renewing a Physician Lease Contract:
a) Attached to the final version of a Physician Lease Contract, and prior to execution, must be a completed “Lease Contract Review Checklist” (Appendix B) and applicable sections of Appendix A and an executed Contract Certification. b) Tenant Improvements must be incorporated into the Physician Lease Contract as a Tenant expense. c) Physician must not use the space and the Hospital must not make the space available for use prior to the execution of the Physician Lease Contract by both parties. d) The Physician Lease Contract shall require that all property taxes are to be paid by the Tenant. e) Physician Lease Contracts are executed by the CEO or the CASO.
5. Physician Education, Training and Conference Payment Contracts: In addition to the criteria set forth in the All Physician Financial Arrangements section above (D.1) , the following criteria must be met before creating a new Education, Training and Conference Reimbursement Contracts and prior to attendance:
a) Physician Education, Training and Conference Payment Contracts must be created and reimbursed in accordance with Hospital Policy Reimbursement of Business, Education and Travel Expenses (see Hospital Policy 5.00).
b) The Hospital’s need for this training to be provided to the Physician shall be documented as part of the approval process.
6. Physician Recruitment Contracts: In addition to the criteria set forth in the All Physician Financial Arrangements section above (D.1), the following criteria must be met before creating a new Physician Recruitment Contract:
a) Physician Recruitment Contracts must be created in accordance with the Physician Recruitment Policy Program, (see Hospital Policy 42.00) and must be presented to the Board for review before the recruitment proposal is developed.
E. Approval of Physician Contracts:
1. Attached to the final version of a Physician Contract before CEO execution must be a completed “Physician Arrangement Review Checklist” and signed “Contract Certification” (Appendix A).
2. Attached to the final version of a Physician Lease Contract, prior to execution by the CEO or the CASO, must be a completed “Lease Contract Review Checklist” 6
(Appendix B) and a completed “Physician Arrangement Review Checklist” and signed “Contract Certification” (Appendix A).
3. Corporate Compliance and the Director of Legal & Contracting Services will verify the checklist, certification, and documentation accompanying all Physician Contracts (including FMV) prior to execution by the CEO or the CASO. Incomplete or missing checklist and certifications will be returned to the originator for completion.
4. All proposed Physician Contracts lacking the appropriate documentation will be returned to the originator for completion. No services may be performed under the Physician Contract or leases implemented until the Physician Contract is fully executed.
5. CEO Approval: The CEO will have authority to execute new, renewal and amended Physician Contracts (up to $250,000.00 in total possible compensation annually).
If a new arrangement is over $250,000.00; or a renewal or amended agreement is over $250,000; or the annual increase is greater than ten percent (10%), the Board must approve prior to CEO execution. All recruitment proposals must be approved prior to the CEO executing.
6. Board Approval:
a. If a new arrangement is over $250,000.00; or a renewal or amended agreement is over $250,000; or the annual increase is greater than ten percent (10%), the Board must approve prior to CEO execution of the Physician Contract.
1) All new Physician financial arrangements that exceed $250,000 annually should be presented to the appropriate Board Committees for review and recommendation to the Board of Directors prior to being placed on the Board of Directors’ agenda and prior to execution.
2) A memo prepared by Hospital-Manager Partner that justifies the Hospital’s needs shall be provided to the appropriate Board Committees and Board of Directors as part of the approval documents.
F. Board Oversight and Internal Review Process:
During the second and fourth quarter of each Hospital fiscal year, management and staff will prepare a summary report for all Physician financial arrangements describing: 1) the names of all such arrangements and associated physicians, 2) the organizational need that justifies each arrangement, 3) the total amounts paid to each physician and/or group for each Physician Contract annually (and in total for duration on of contract term), 4) current and prior year annual financial comparison, 5) Education, Training or Conference Contracts that reimburse for travel expenses out of the state of California, and 6) any recommendations for changes to the Policy or any procedure.
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For Medical Directorships, the summary report will also include: 1) the goals set forth for each Medical Directorship, 2) the contracted rate and hours, and 3) assessment of the performance of Medical Directors over the past year.
The CFO, COO & CMO will review the information and prepare recommendations if any regarding specific actions or changes that will be implemented.
The report will then be reviewed by the CEO and presented to the Compliance and Finance committees of the Board of Directors for review and submission to the Board of Directors no later than the end of the following quarter.
G. Exceptions:
There are no exceptions to this Policy unless approved by the Board of Directors in advance.
H. Review and/or Validate:
The CEO and the Corporate Compliance Officer shall be responsible for reviewing the policy and guidelines as conditions warrant but at a minimum at least annually to assure consistency with Board expectations. The Compliance department will annually monitor organizations adherence to the policy and report to the Board.
I. Policy Enforcement
El Camino Hospital’s Compliance Officer is responsible for monitoring enforcement of this policy. Any workforce member found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.
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APPENDIX A
Contract Cover Sheet and Summary of Terms
Name of Physician or Group party to Agreement:
Type of Arrangement (Medical Dir., Consulting, Recruitment, Service, On-Call, Lease, Other):
Hospital Services Affected:
Contract Owner and/or individual negotiating:
Name and title of person responsible for monitoring whether the physician performs the terms of the agreement and taking steps in the event of default:
Proposed Effective Date: Proposed Expiration Date:
Business Associate Agmt:
Maximum Amount that may be paid in any twelve month period:
Term:
Please state the need/purpose for this arrangement and how it meets Section D.1(a) of the Policy:
Please explain why this person or group was chosen for the position:
Explain the reason for the position, how many hours this position would require, and how the numbers of hours were calculated:
How did you determine the rate of compensation? How did you calculate the amount of incentive pay, if any:
The maximum cost over the entire term of this Agreement:
Certified as correct by:
Approvals Compliance : Date: Legal and Contract: Date:
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APPENDIX B
Compliance Checklist
Yes No 1. Has the amount of compensation been determined based on the volume or value of any actual or anticipated referral by the physician or other business generated by the parties? Yes No 2. Do aggregate services contracted or space or equipment leased exceed those that are reasonable and necessary for legitimate business purposes of the arrangement? Yes No 3. Are any payments or other consideration made in consideration of, or to obtain, referrals? Yes No 4. Do the services to be furnished involve counseling or promotion of any arrangement or other activity that violates any state or federal law? Yes No 5. Has the Hospital paid the Physician including an immediate family member any amount of money within the last 12 months? Yes No 6. Other than this Physician Contract, will the Hospital pay the Physician including an immediate family member any amount of money within the next 12 months? Yes No 7. Were any loans or loan guarantees made by Hospital to the Physician? Yes No 8. Will there be any non-monetary compensation to the Physician? Yes No 9. Has this Physician Contract been executed, terminated or modified, or has it expired within the last 12 months? Yes No 10. Is there another Physician arrangement at the Hospital with similar duties and responsibilities? Yes No 11. Does the Physician Contract automatically renew? Yes No 12. Were any of the approved contracts’ standard terms modified? If yes, attach a copy marked to show changes Yes No 13. Does the Physician currently have any other financial arrangement with the Hospital? Yes No 14. If yes, are the other arrangements identified in the current Physician Contract, or on a master list? Yes No 15. Has the Physician completed a conflict of interest disclosure form? Yes No 16. Are the services needed by the Hospital to carry out its tax-exempt mission? Yes No 17. Has a fair-market value (FMV) analysis been completed? Yes No 18. Is the analysis attached? Who completed the FMV analysis? Yes No 19. Do all of the services contracted for or lease price meet reasonable FMV? Yes No 20. Was the amount ECH was willing to pay determined before negotiations with the Physician? Yes No 21. Does the Physician Contract clearly detail the scope of work, all the services, duties and responsibilities and/or deliverables to be furnished by the Physician? Yes No 22. Are all the referenced documents (attachments or exhibits) complete and submitted with the final Physician Contract and certification? Yes No 23. If this is a Medical Director Contract, have “quality outcome goals” been included in the contract? Yes No 24. If this is a Medical Director Contract, has Medical Executive Committee approved? Date Approved by Medical Executive Committee: Yes No 25. Is the term of the arrangement for at least one year? Yes No 26. Is it possible to cancel/terminate the Physician Contract for failure to perform? Yes No 27. If needed, have business associate contracts been signed by all parties to the Physician Contract? Yes No 28. Has a legal firm reviewed this specific contract? Name of legal firm that reviewed contract: Yes No 29. Was an approved Hospital template used to create this Physician Contract?
[NB: Lease Contracts ignore questions 10, 16, 19, 21, 22, 23 and 24 which do not apply or are covered by Appendix B.
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Contract Certification
I, ______of El Camino Hospital hereby certify that to the best of my knowledge, (responsible party negotiating)
the following matters are true for the attached contract by and between El Camino Hospital and ______
(Physician) dated ______(the “Arrangement”).
1) There are no other arrangements, written or oral with the physician except set forth in the Arrangement;
2) No payment has been or will be made to the physician referenced herein outside of the terms and condition of the arrangement unless such outside payment is also consistent with El Camino Hospital’s policies;
3) The contract is in compliance with Administrative Policy 51.00 guidelines.
4) All of the statements above and in the Compliance Checklist are complete and correct.
Date: ______Signature: ______(Hospital responsible party negotiating)
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APPENDIX C
Lease Contract Review Checklist
Yes __ No __ 1. Is the term of the Physician Lease Contract for at least one year? Yes __ No __ 2. Does the Physician Lease Contract describe what is being leased and all services that will be included? Yes __ No __ 3. Are the costs of Tenant Improvements incorporated into the Physician Lease Contract? Yes __ No __ 4. Have fair-market value (FMV) rates been determined based at time of signing? [The Physician Lease Contract Yes __ No __ 5. Does the lease rate include an inflator value for future FMV? Yes __ No __ 6. Is Physician using the space now? Yes __ No __ 7. Will all applicable property taxes be paid by the Physician under the Physician Lease Contract? Yes __ No __ 8. Were any loans or loan guarantees made to the Physician? Yes __ No __ 9. Was the Hospital template used to create this Physician Lease Contract? Yes __ No __ 10. Were any of the terms modified? If yes, attach a copy marked to show changes. Yes __ No __ 11. Within 5 days after final execution, the Physician Lease Contract must be forwarded for scanning into Meditract.
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APPENDIX D
FORM OF PHYSICIAN MONTHLY TIME REPORT
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Att 4f - Memo - Policy Oversight Proposal (for BOD5.14.14).doc
DATE: May 14, 2014
TO: El Camino Hospital Board of Directors
FROM: Diane Wigglesworth, Director of Corporate Compliance
SUBJECT: Process of Oversight of New Hospital Polices and Revisions to Existing Policies
BOARD ACTION: Possible Motion: That the Board approve the Proposed Process for Policy Oversight
1. Summary:
Nygren consulting recommended that there would be value in having the Compliance Committee recommend a process for oversight of policy review to ensure it is standardized and that regardless of author/sponsor of the policy, it is reviewed and evaluated with a standard set of perspectives. Currently, the hospital’s internal review for any newly drafted or a revision to existing policies is not systematic and can vary based on the type of policy or the owner of the policy.
As required by Title 22 and the Joint Commission the Hospital’s governing body must review and approve all policies at least every three years if no changes and if a policy is new or revised it must be approved by the Board before the Hospital can adopt. The Joint Commission regulations dictate that the governing body is ultimately accountable for the safety and quality of care, treatment and service, and must approve all Hospital written scope of services and policies.
For purposes of this proposal a “policy” is defined as a guiding principle used to set direction in an organization. Policies may be unit-specific, site specific or enterprise-wide. Policies define boundaries for the behavior of individuals or roles, business processes, relationships and systems. In addition to policies the hospital may also create procedures or protocols to further direct a particular course of action to achieve a result. Enterprise –wide policies are developed for significant organizational issues that are interdepartmental or mandated to be hospital wide by accreditation agencies or state/federal legislation.
It is proposed that only policies will be reviewed and adopted by the Hospital Board whereas procedures or protocols would be developed and approved by management.
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A policy attaches a legal duty of care to the organization. Mismanagement of a policy can introduce liability and exposure, and noncompliance with policies can be used against the organization in regulatory proceedings. Therefore the hospital has established required policies to (1) protect the organization and (2) that are consistent with current standards and requirements of external surveying and state licensing bodies.
2. Current Workflow of Hospital Policies:
Currently the hospital has grouped policies by different types dependent on the content of the policy. The policy types are patient care, administrative, infection control, environment of care, human resources, medical staff and non-patient care. Internal review and approval of policies differs based on the policy type. Not all existing policies have a consistent defined owner and when policies are modified the author may be different from the original author. Some policies may apply to multiple departments and many times not all departments are included in the revisions of the policy. Newly drafted or revisions to existing policies are required to be reviewed and approved by the Hospital Board before they are adopted. Management and the Board review all of the Hospital policies a minimum of at least once every three years or as needed.
The hospital maintains an electronic repository of all Board approved policies on the hospital toolbox. All policies are reviewed by management on a regular basis for applicability, appropriateness and effectiveness. However, not all reviews include evaluation of a standard organizational perspective or evaluate if the policy appropriately addresses current legal or regulatory requirements.
The hospital currently has no dedicated staff to manage policies and has no automated system for managing policy workflows, version control, approvals, maintenance or archival. Consequently the hospital does not have an effective mechanism to track when a policy is in effect, how it was communicated to the organization, what staff was trained on it and if any exceptions were granted regarding a policy.
At its April 10, 2014 meeting, the Corporate Compliance/Privacy and Internal Audit Committee voted to recommend that the Board approve the (1) Management Process and Oversight and (2) Board Governance and Approval process described below. We now seek the Board’s approval.
3. Proposed Management Process and Oversight:
1) Implement a hospital policy management committee to govern the oversight and guide policy development to ensure collaboration across the enterprise and drive consistent policy management. An interdisciplinary policy management committee will provide structure and standardization of policies. The committee will represent various interests and expertise from different parts of the organization in order to effectively evaluate patient care, legal, compliance, and regulatory requirements. The committee will establish guidelines for when a new policy should be drafted, when an existing policy should be revised and when a policy should be retired. The committee will also identify the appropriate entity for policy development and insure a collaborative process that includes solicitation of input from appropriate departments for both review and approval. The committee will be chaired by a member of Hospital management and will be responsible to distribute policies for internal review,
ensure timely completion of the processes and validate all internal approvals including the MEC before forwarding to a Board Committee.
2) Implement software that will provide a comprehensive policy lifecycle workflow from creation, assessment, communication, monitoring, tracking, maintenance, revisions, archiving and record keeping ensuring effective implementation of policies across the organization. An effective policy management software platform will help provide and audit trail and track the detailed history of a policy, the appropriate department and owner, when it was last reviewed, if it is outdated and will track the various levels of approvals. It is estimated that the initial cost of implementing the software will be approximately $117,582 and annual maintenance will be $41,082.
3) Designation of an individual assigned to the role of policy management to administer the software and ensure accountability to the standards, style, and management processes. This role will ensure the drafting or revision of policies conforms to the policy guidelines defined by the policy management committee and the Board. This position will help identify whether there are existing policies that address an issue in question. Review current overlapping polices and recommends consolidation. Track communication and policy approval by other departments or committees. This role will monitor and audit compliance with the standards and ensure every policy goes through a periodic review and be responsible for archiving all versions of a policy along with tracking distribution, implementation and education of new or revisions to policies.
Proposed Board Governance and Approval:
Following verification of internal approval by the hospital policy management committee, all newly drafted policies, policies with significant revisions along with a brief summary of justification, and policies with no changes but submitted as part of the tri-annual review will be distributed for placement on the consent calendars for review and comments of the appropriate Board Committee or multiple Board Committees if applicable and as directed by the Hospital Board. The author of the policy will be notified of the Board Committee meeting schedule and will be prepared to present the policy and address the Committee’s questions if requested.
After approval is obtained by the Board Committees the policy will be placed on the Hospital consent calendar at the next regularly scheduled Hospital Board meeting. The Board Liaison will notify the policy management committee when Board approval has been granted and the policy management committee determines the appropriate individuals to be included in the notification and distribution of the policy. Separator Page
Att 4g - Board Open Session 05-14-14.pdf
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Att 4h.1 - BQC Open Minutes 2-10-14.docx DRAFT
Minutes of the Open Session Quality, Patient Care and Patient Experience Committee Of El Camino Hospital Monday February 10, 2014
1. Call to Order. The Open Session meeting of the Quality, Patient Care and Patient Experience Committee of El Camino Hospital (the “Committee”) was called to order by Committee Chair David Reeder, at 5:33 p.m. on Monday, February 10, 2014, Conference Rooms E & F, at El Camino Hospital, 2500 Grant Road, Mountain View, California.
2. Roll Call. Roll call was taken. Committee members present were R. Cary Hill, MD, Lisa Freeman, Patricia Einarson, MD and David Reeder. Jeffrey Davis, MD was absent from roll call and arrived at 5:36pm. 3. Potential Conflict of Interests Disclosures. Chair Reeder asked if any Committee member or anyone in the audience believes that a Committee member may have a conflict of interest on any of the items on the agenda. No conflict of interest was reported. 4. Consent Calendar. Chair Reeder asked if any Committee member had any corrections to the consent calendar items. None were noted.
Action: Committee member Hill made a motion, seconded by Committee member Freeman and adopted by a vote of four members in favor (Einarson, Hill, Freeman and Reeder), three absent (Davis. Pinsker and Anderson) to approve the consent calendar (Minutes of the January 27, 2014 minutes)
5. Review Draft of FY15 Corporate Goals, Scorecard Adjustments & Priorities. Mick Zdeblick, COO discussed the importance of the corporate scorecard and how it related to the organizational goals. Each section of the corporate scorecard was discussed. It was discussed that Premier will be the new company that El Camino works with to define and compare our benchmarks to. There was some discussion regarding how to improve the Continuum of Care section to ensure that cost benefit to the patient and total cost of the program are captured on the corporate scorecard. There was also some discussion of how to incorporate quality on the corporate scorecard by asking staff what they believe would better capture quality. Action: Mick Zdeblick, COO will bring a revised draft version of the corporate scorecard and a list of what is incorporated in the 8 composites under the service category at the March 17, 2014 meeting. 6. Incorporating Employee Satisfaction into Corporate Scorecard. Cheryl Reinking, RN, CNO discussed the question on the current draft of the corporate scorecard that is listed under the Employee Wellbeing section, “All in all I’m satisfied with my Job,” will not be on the final draft of the corporate scorecard because the survey is given to employees every 18 months. No action was taken. Minutes: Quality Patient Care and Patient Experience Committee February 10, 2014 Page 2 7. Culture of Patient Safety. Susan Bukunt, RN, Senior Director of Quality discussed in detail the logistics of the Culture of Patient Safety Survey along with the past results and the improvements that have been made due to the low scores and low respondent rates. Pascal Metrics will be used to measure the metrics for the survey that begins March 31, 2014. The results will be provided at a unit level so that management for each unit is aware of their results. Next year the goal is to combine surveys so that employees do not have to take multiple surveys within a year. Vivien D’Andrea, MD suggested making the survey marketable by stating that the survey only takes 10 minutes and by providing feedback when the results have been recorded. Action: Ms. Bukunt will provide the results for the Culture of Patient Safety Survey at the July Quality Committee Meeting. 8. Drill Down on Quality Programs. Dr. Pifer requested feedback on Utilization Dashboard. It was discussed that when there is a cluster or a trend on the dashboard it is broken down to try to identify the trend and the root cause behind the trend, specifically with the physicians. Action: Going forward Dr. Pifer will use color to make the dashboard more visually appealing. 9. Quality Summit. Dr. Pifer stated that in 2008 there was a large summit that took place that was very well received. Chair Reeder stated that one advantage of a summit is to achieve the education goal, but disadvantages include time and effort required when measured against usefulness. There was some discussion regarding bringing in a high-level speaker to speak on the topic of quality. Vivien D’Andrea, MD, Chief of Staff Mountain View suggested combining the meeting that is occurring on September 12, 2014 with the new Medical Executive Committee (MEC) physicians so that the Quality Committee members can meet and socialize with the new MEC physicians. Committee member Einarson stated that there is a conference April 3-4, 2014 in Boston sponsored by the IHI called “Role of Governance in Quality and Safety” that some may be interested in attending. Action: Chair Reeder will plan on a focused event for Physicians, Board members, and Nurse Leadership, including all disciplines to interact with the new MEC Physicians on the tentative date of September 12, 2014. 10. ECH Definition of Quality. Chair Reeder stated that the Board is going to discuss the definition of Quality and he wanted to ensure that everyone was content with the definition that is listed in the Board approved PaCT Plan. Committee member Davis stated that the definition is clear, concise, measureable and a great definition. There was some discussion about what the Quality Committee’s role should be in regards to governing quality. Action: Chair Reeder would like to discuss the possibility of adding additional outside members for the Quality Committee to March 17, 2014’s agenda. He would also like to discuss whether the current format of the Agenda should continue or whether some modifications need to be made at the March 17, 2014’s agenda.
Minutes: Quality Patient Care and Patient Experience Committee February 10, 2014 Page 3 12. Public Communication. None 13. Adjourn to Closed Session. Committee member Einarson made a motion, seconded by Committee member Davis and adopted by a vote of five Committee members in favor (Hill, Einarson, Freeman, Davis and Reeder), two absent (Anderson and Pinsker) to adjourn to closed session at 7:35 pm. Agenda Items 14 was completed in Closed Session. 16. Reconvene Open Session. Open session was reconvened at 7:36 pm. Chair Reeder reported that the committee members present (Hill, Einarson, Freeman, Davis and Reeder) unanimously approved the Closed Session minutes of the Committee’s January 27, 2014 meeting. 17. Adjournment. Committee member Einarson made a motion, seconded by Committee member Hill and adopted by a vote of five Committee members in favor (Hill, Einarson, Freeman, Davis and Reeder), two absent (Anderson and Pinsker), to adjourn the meeting at 7:36 pm.
______David Reeder Patricia A. Einarson, MD Chair, ECH Quality, Patient Care ECH Board Secretary/Treasurer And Patient Experience Committee
Prepared by: Nasseem Lopez
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Att 4h.2 - BQC Open Minutes 3-17-14.docx DRAFT
Minutes of the Open Session Quality, Patient Care and Patient Experience Committee Of El Camino Hospital Monday March 17, 2014
1. Call to Order. The Open Session meeting of the Quality, Patient Care and Patient Experience Committee of El Camino Hospital (the “Committee”) was called to order by Committee Chair David Reeder, at 5:33 p.m. on Monday, March 17, 2014, Conference Rooms E & F, at El Camino Hospital, 2500 Grant Road, Mountain View, California.
2. Roll Call. Roll call was taken. Committee members present were Patricia Einarson, MD and David Reeder. R. Cary Hill, was absent from roll call and arrived at 5:39pm. 3. Potential Conflict of Interests Disclosures. Chair Reeder asked if any Committee member or anyone in the audience believes that a Committee member may have a conflict of interest on any of the items on the agenda. No conflict of interest was reported. 4. Consent Calendar. Chair Reeder asked if any Committee member had any corrections to the consent calendar items. None were noted.
No action was taken.
5. Service Line: Urology/Men’s Health. Bido Baines, Executive Director of Urology/Men’s Health and Frank Lai, MD, Co-Medical Director of Urology presented on the service line. They gave an overview of the service line and the urology services that El Camino Hospital provides, discussed quality metrics, and discussed some challenges around service and efficiency. They are working on ways to improve service, primarily around physician communication in hopes of improving the overall patient experience. 6. Review Draft of FY15 Corporate Scorecard Adjustments and Priorities. Mr. Zdeblick reviewed the changes made to the corporate scorecard that were addressed at the February 10, 2014 meeting and incorporated the feedback from the Committee members. There were some additional changes discussed that would be made to the final draft copy. Action: The final draft of the FY15 corporate scorecard and organizational goals will be addressed at the April 21, 2014 meeting 7. Development of FY15 Committee Goals. Chair Reeder discussed the draft FY15 goals. The goals are relatively the same as last year with an added goal to ensure the goal of 4-6 goals. Some discussion ensued over the different goals and there was a consensus to modify the goals to address some Committee Members feedback and to also delete a goal to make it a total of 5 goals. Action: The final draft of the FY15 Committee goals will be addressed at the April 21, 2014 meeting. 8. Patient Family Advisory Council (PFAC). Ms. Reinking gave an update on the current status of the PFAC. They meet every other month and they discuss a specific topic for Minutes: Quality Patient Care and Patient Experience Committee March 17, 2014 Page 2 each meeting. The first meeting was held July 2013 and attendance and feedback has been great thus far. They have received a lot of great recommendations that are being implemented. It was suggested that a topic for one of their meetings can be an overview of a patient’s bill. 9. Review of Quality Update on Website. Ms. Bukunt briefly discussed what changes El Camino Hospital is considering for the main website in regards to quality data. There was an overall consensus to make sure that we are transparent with real data, but with a limited amount and in lament terms. Too much information may be too overwhelming and some service lines have more metrics, so there should be 1-2 metrics per service line. Action: This topic will be placed on the consent calendar for the April 21, 2014 meeting. 10. Committee Vacancy Chair Reeder opened up the discussion to get feedback from all present in terms of what type of individual would be appropriate to fill the vacancies in this committee. There was a discussion on whether Medical Staff officers should become full standing members of the Committee. Action: Chair Reeder would like to hire a recruiter to find new members and he will determine how many new members based on the resumes he receives. He would like to further discuss this topic at the April 21, 2014 meeting with more Committee members present. 11. Format/Flow of Agenda Chair Reeder would like to discuss this agenda item with more Committee members present, so this topic will be addressed at the April 21, 2014 meeting. 12. Public Communication. None 13. Adjournment. Meeting was adjourned at 7:25pm
______David Reeder Patricia A. Einarson, MD Chair, ECH Quality, Patient Care ECH Board Secretary/Treasurer And Patient Experience Committee
Prepared by: Nasseem Lopez
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Att 4i - Corporate Compliance Open Minutes 2-20-14 (2).docx DRAFT: Subject to Corporate Compliance Committee Consideration
EL CAMINO HOSPITAL BOARD of DIRECTORS CORPORATE COMPLIANCE/PRIVACY and INTERNAL AUDIT COMMITTEE Open Session Meeting – February 20, 2014
MINUTES
The Meeting of the Compliance/Privacy and Internal Audit Committee of the Board of Directors of El Camino Hospital (the “Committee”) was called to order by Chair John Zoglin at 5:00 p.m. on Thursday, February 20, 2014, in Conference Room E at El Camino Hospital.
I. CALL TO ORDER
A silent roll call was taken. Committee members John Zoglin, Wesley Alles, Christine Sublett, Sharon Anolik-Shakked were in attendance. Committee members Ramy Houssaini and Dennis Chiu were not in attendance.
II. POTENTIAL CONFLICT OF INTEREST DISCLOSURES
Chair Zoglin asked if there were any conflicts of interest among Committee members. None were reported.
III. PUBLIC COMMUNICATIONS
Chair Zoglin asked if there were any public communications to be announced. There were none.
IV. CONSENT CALENDAR
Chair Zoglin asked if there were any consent calendar item changes or corrections to the minutes of January 16, 2014. None were proposed. A motion was made by Committee member Anolik-Shakked, seconded by Committee member Alles and adopted by a vote of four Committee members in favor to approve the minutes of the January 16, 2014 meeting.
V. INFORMATIONAL ITEM
Review of Key Performance Indicators Scorecard
Diane Wigglesworth reviewed further refinements made to the key performance indicators scorecard, based on recommendations from the January 16, 2014 meeting. One refinement in particular is the display of the current year experience compared to the prior-year actuals (within the same time period of each year). Ms. Wigglesworth indicated she was able to capture historical data that had not previously been tracked as a key performance indicator. She is also working on a separate graph to track either quarter to quarter or annual trending of some of the elements for comparison to prior years. Ms. Wigglesworth noted that a few areas, such as the total number of HIPAA reports and total number of investigations, reflected significant drops in the number of incidents compared to the previous year, which may be a reflection of increased HIPAA education provided to staff.
Minutes: El Camino Hospital Board of Directors Corporate DRAFT: Subject to Corporate Compliance Compliance/Privacy and Internal Audit Committee Meeting Committee Consideration of February 20, 2014
VI. INFORMATIONAL ITEM Hospital Process of Policy Oversight and Board Approval
Ms. Wigglesworth provided an overview of the hospital’s current policy approval workflow and the government regulations directing oversight by the governing body. She also reviewed proposed changes to the current process which included implementing software to assist with the structure and standardization of policies. Discussion followed regarding what defines a policy, in what detail does a policy have to be presented to the Board, this Committee’s role relative to establishing policies, and the role of the proposed Inter-disciplinary Committee in monitoring policies. It was agreed that the proposed process for oversight of policies would be presented to the Board, and should detail the proposed changes and the impact of adding staff or systems.
VII. INFORMATIONAL ITEM Charter and Proposed FY 15 Committee Goals
Ms. Wigglesworth stated that the Committee’s charter will be presented to the Governance Committee for review in April, and requested that any proposed changes to the charter be provided to her. Member Sublett recommended the addition of authority and membership relative to IT Security for the charter. The committee also reviewed the draft of FY15 goals. Tomi Ryba indicated that the Governance Committee had recommended that each committee develop three to four high level focus goals reflecting hospital strategy. Committee members were asked to email additional recommendations or modifications regarding draft goals to Ms. Wigglesworth before the next meeting.
VIII. ADJOURN TO CLOSED SESSION Upon motion duly made, and approved by a vote of four Committee members in favor, the Open Session of the meeting was adjourned to Closed Session at 5:49 p.m. pursuant to Gov’t Code Section 54957.2 to consider and approve the Consent Calendar (the Closed Session minutes of January 16, 2014), pursuant to Health and Safety Code Section 32106(b) for one conference with legal counsel, and pursuant to Gov’t Code Section 54956.9(d) (2) for three conferences with legal counsel.
IX. CLOSED SESSION The Committee completed its business of the Closed Session at 6:59 p.m.
X. RECONVENE OPEN SESSION The Committee reconvened to Open Session at 6:59 p.m.
-2- Minutes: El Camino Hospital Board of Directors Corporate DRAFT: Subject to Corporate Compliance Compliance/Privacy and Internal Audit Committee Meeting Committee Consideration of February 20, 2014
XI. CLOSED SESSION REPORTS Chair Zoglin announced that the minutes of the Closed Session of the January 16, 2014 Committee meeting were approved in closed session upon motion made by Committee member Sublett, seconded by Committee member Alles, and by unanimous votes of four members present (Alles, Anolik-Shakked, Sublett and Zoglin).
XII. INFORMATIONAL
A. Committee Goals
Ms. Wigglesworth stated that all goals remain on target.
XI. CLOSING COMMENTS
Chair Zoglin reminded all Committee members to complete an evaluation form prior to leaving the meeting.
There being no further business, the meeting was adjourned at 7:02 p.m.
John Zoglin Chair, ECH Compliance/Privacy and Internal Audit Committee
Attest as to the approval of the foregoing minutes by the Corporate Compliance/Privacy and Internal Audit Committee and by the El Camino Hospital Board of Directors.
Patricia A. Einarson, MD ECH Board Secretary/Treasurer
Prepared by: Kristy McAbee
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Att 4j - Foundation Report.pdf
Date: April 28, 2014 To: El Camino Hospital Board of Directors From: Russ Satake, Chair, El Camino Hospital Foundation Board of Directors Jodi Barnard, President, El Camino Hospital Foundation Re: Report on Foundation Activities - March 2014
Restricted Gifts Support Impact Hospital Programs Through Period 9 of fiscal year 2014, the Foundation has received $1,392,155 in restricted donations. The significant gifts in March include: $105,000 grant from Palo Alto Medical Foundation earmarked for the RotaCare Clinic $90,400 in matching gifts to the Taft Sapphire Soirée challenge designated for the Cancer Center $140,000 from Scarlet Night, which was held on March 22, for the South Asian Heart Center
Unrestricted Gifts are Allocated Where the Need is Greatest $330,552 went to support critical needs presented by Hospital departments. Two requests were for over $100,000 and those were presented to the Foundation Board of Directors at their April 17 meeting. 1) At that meeting, Foundation Board approved an allocation of $115,000 for the retraining of dialysis nurses following the closure of OAK dialysis. The funding will help the hospital honor its commitment to provide the refresher training to five more nurses than anticipated in the FY 14 budget. 2) The Board also approved an allocation of $145,000 to establish a 24-hour, on-call chaplain rotation for El Camino Hospital in Mountain View. This will enable the hospital to provide the chaplain’s emotional and spiritual support to patients, families and staff between 6:00 p.m. and 7:00 a.m.
Supporting Comments to the Period 9 Fundraising Report As you heard in the Foundation verbal report last month, the Foundation’s FY14 major gift goal was predicated on the anticipated launch of a major gift campaign for behavioral health services, for which neither the Hospital nor the Foundation was ready. At the April 17 Foundation Board meeting, Tom Wilson of Campbell and Company delivered the final results of the philanthropic study to assess the viability of the $50 million goal. His conclusions were based on information gathered during five community leadership briefings and 1:1 meetings with 30 members of the community over a period of five months. The executive summary of the final report is attached to this document. The Foundation is preparing a direct mail appeal letter about the ASPIRE program, which will be sent to current and lapsed donors in May. More collections are coming in from Scarlet Night, which will continue to move our annual giving totals closer to goal.
Foundation Donor Cultivation Events – April 2014 The Foundation hosted two pre-gala donor cultivation receptions at the homes of Mary & Doug Scrivner and Sandra & Doug Bergeron to encourage a generous response to the challenge appeal at the Sapphire Soirée. The guests heard about the Cancer Center from Drs. Singhal, Dormandy and Singha and the need for the new survivorship program and about the impact of philanthropy from Foundation President Jodi Barnard. At this time, $150,000 has been secured toward the match of $250,000 and commitments are still being confirmed from these two successful events.
Upcoming Foundation Events Sapphire Soirée will take place on May 31, 2014 at the Menlo Circus Club. Proceeds will be used to establish a dedicated survivorship program at the Cancer Center. To date the Foundation has commitments for 31 sponsored tables (compared to 29 last year) and 7 organized tables, and has sold 39 individual tickets (another 4 tables) for a total of 42.5 tables towards maximum capacity of 50 tables. With only 7.5 tables left to sell, invitations were mailed on April 25 to a truncated list to those who have supported the gala with a gift in the past and those that have attended the gala during the last three years.
If you know anyone who might be interested in joining the Soirée Leadership Circle by making a challenge match gift of $25,000 or more, becoming a sponsor to offset event costs, or to whom the Foundation should send an invitation, please contact Foundation President Jodi Barnard at [email protected] or 650-940-7159.
19th Annual El Camino Heritage Golf Tournament will take place on October 20, 2014 at Ruby Hill Golf Club in Pleasanton. Please save the date.
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Att 4j.2 - Hospital Board Report 5- 2014 v2 (2).xlsx El Camino Hospital Foundation Fundraising Report to Hospital Board FY14 Income as of March 28, 2014
FY14 FY14 YTD FY13 thru 3/28 FY12 thru 3/28 FY11 thru 3/28 Goals Totals Totals Totals Totals
Ann Giv / Dir Mail $ 660,000 $ 525,142 $ 562,826 $ 438,613 $ 506,389 Employee Giving $ 150,000 $ 158,285 $ 147,084 $ 127,677 $ 73,531 Golf $ 375,000 $ 279,825 $ 290,625 $ 414,726 $ 480,100 Gala, Sapphire Soiree $ 400,000 $ 451,750 $ 212,320 $ 197,751 $ 215,500
Major Gifts ($10,000 or more) $ 4,525,000 $ 240,000 $ 270,000 $ 171,986 $ 922,988 Taft for Fogarty $ 4,000,000 Planned Gifts $ 1,000,000 $ 834,737 $ 622,872 $ 26,527 $ 609,350 Melchor for HVI $ 4,000,000 Grants $ 250,000 $ 308,825 $ 755,166 $ 179,974 $ 111,700 Investment Income $ 410,000 $ 776,734 $ 411,319 $ 332,123 $ 169,861 TOTAL $ 7,770,000 $ 3,575,298 $ 7,272,212 $ 1,889,377 $ 7,089,419 Total Number of Donors 3000 2240 2314 2078 1826 Separator Page
Att 4j.3 - Hospital Board Report 5- 2014 v2 (1).docx Final Philanthropic Market Study Report Behavioral Health Services Executive Summary – April 2014
Study Activities & Outcomes 30 1:1 interviews and 5 community leadership briefings conducted over time of the study.
From those conversations, there is a high interest in the building because of ECH’s history of service and the desire to provide inpatients with a high-quality experience and equal interest to sustain and expand the three outpatient treatment programs – ASPIRE, OATS AND MOMS.
Fundraising potential for behavioral health Bring clarity to mental health case for support for both the new building and outreach treatments. Challenging topic because of the stigma association; this is not like testing a campaign for cancer and heart disease. Foundation can raise minimum of $8 million plus planned estate gifts over three years: $5 million for the new building and $3 million for MOMS, ASPIRE and OATS program. More is possible if a tipping point is achieved.
Pursue a mental health special fundraising initiative as part of a multi-faceted fundraising program Offer other ECH funding opportunities based on donor interests, so in addition to the special fundraising initiative for behavioral health, expansion of funding opportunities would include Cancer Services, South Asian Heart Center, Women’s Services, and the creation of an Innovation Rapid Response Fund (unrestricted gifts). Strengthen infrastructure systems of the Foundation 1. Develop high net-worth prospective donors lists 2. Dedicate major gift officer time to behavioral health 3. Leverage current power of Foundation and Hospital Board members
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Att 4k - ECHA membership report to ECH BOD May 2014 (3).pdf El Camino Hospital Auxiliary Membership Report to the Hospital Board Meeting of May 14, 2014
Combined Data as of March 31, 2014 for Mountain View and Los Gatos Campuses
Membership Data: Senior Members Active Members 483 -13 Relative to Last Month Dues Paid Inactive 120 (Includes Associates & Patrons) Leave of Absence 21 Subtotal 624 Note: the apparent loss of 13 Active Seniors is due to members placed On-Leave or Dues-Paid-Inactive ------because they had not worked for 6 weeks or more. Resigned in Month 15 Deceased in Month 2
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Junior Members Active Members 232 -5 Relative to Last Month Dues Paid Inactive 1 Leave of Absence 2 Subtotal 235
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Total Active Members 715
Total Membership 859
COMBINED AUXILIARY HOURS FROM INCEPTION (to March 31, 2014): 5,393,199 In Mar 2014: 9,363 FY to date: 85,094 Separator Page
Att 4l - CEO Report 5-14-14 Open.doc
Date: May 14, 2014 To: El Camino Hospital Board of Directors
From: Tomi Ryba, CEO
Re: CEO Report - Open Session
1 Quality
New Director of Care Coordination started Monday April 21st; we have had interim leaders in this area for over a year. Diane Anderson has extensive experience in utilization management, length of stay management and coordination between the hospital and post-hospital environments. She comes at an important time as our length of stay has gone up over the winter months and we need more effective management of this area.
We have instituted weekly reviews of cases that would involve one of the AHRQ patient safety indicators. These reviews are similar to the concurrent review that we already do for core measures. The preliminary data for the FY15 program shows that we are well below benchmark for the AHRQ patient safety indicators which should bode well for our value based purchasing performance under the FY 15 program.
In April, Dr. Daniel Shin, a highly respected infectious disease physician and chair of the P and T committee started as the Senior Director for Quality Assurance. He will replace Dr. Richard Gilman in this role as Dr. Gilman plans to transition in to retirement by the end of August. Dr. Gilman is making a hand-off with Dr. Shin. Dr. Shin and Sheetal Shah (Risk manager) are working on a substantial change to our QRR, incident reporting and peer review process. This will require an additional FTE currently in the budget but will result in a more proactive process and a more interactive approach with physicians.
Patient Safety
Culture of Safety survey closed with 66% participation, up from 13% last year. Results will be known in late June.
Independent Physician Strategy
Silicon Valley Primary Care – Adult and Senior Health is underway and expanding the Transitions Clinic which uses the multi-disciplinary care team approach to help complex ED and in-patients return home sooner and avoid re-admission. In the first month, over 15 high risk patients were cared for by the Transitions Clinic achieving zero readmissions - a huge success. The Senior Community Clinic Program launched in April and is providing on-site physician visits and care coordination at two local retirement communities, The Forum and The Meadows at Los Gatos with planned expansion to one additional Mountain View community.
2 Patient Experience HCAHPS Scores –
Goal – Score Enterprise – Jul-Feb’14 RN Communication 79% 78.3% Med Communication 64% 64.1% Responsiveness 68% 67.3%
Affordability/Efficiency
The Emergency Department started new processes in Registration and Triage in February. The Core Measurement of ‘Time from Arrival to Provider’ went from an average of 24 minutes in baseline measurements to 10 minutes in March.
The cost reduction plan is on track to achieve $4.5M, currently at $4.1M.
Wellness and Health
Biometric Screenings: 860 (59% of goal - on track to meet goal).
Employee Injuries: 45% reduction in SPH injuries for Q3 than previous year in Atlas pilot units (Preventing Back Injuries in lifting).
Flu Season concluded March 31, 96% compliance rate for employees for wearing protective masks.
Made the policy decision to remove all sugar drinks from the campus. Likely effective in summer.
Operations
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ECH would have been ready for ICD10 in 2014. The teams are regrouping and will, of course, roll forward with the 3M Coding and 360 Auto Coder projects. We will continue our discussions and work towards full compliance and will re-initiate our training programs as the deadline approaches. In other words, we are recycling and resetting the clock.
The eDocs project for improved Discharge Instructions, Physician Progress Notes and CPOE support is starting. In late summer we expect this work to be mostly completed right about the time the Epic team returns for training. This project will be accomplished using our two newly hired dedicated physician support analysts and two, third party consultants, on board for 60 days.
We are in the medical director goal evaluation and goal setting season once again and we are preparing to set up more than 60 face to face meetings. In addition, we are carefully examining medical director agreements for potential savings as part of the annual budget process at El Camino.
Through our electronic payment vendor Simplee, introduced e-check ability to our patients who pay on-line. Patient Feedback: o “Very clear breakdown of charges. I wish every medical facility provides such great payment systems” o “Exceptionally convenient” o “Huge bonus of using El Camino Hospital” o “I don’t really recommend medical services based on ease of payment, but your payment system is flawless” o “I was amazed how easy it was to read the bill, I was impressed. The balance was exactly what I expected, which was great.”
During the Nurses Week (May 6-12), there are several events planned to highlight Nurses week including a Poster Faire on Wednesday, May 7th at MV and Friday, May 9th at LG. There are a total of 19 posters highlighting specific projects/studies that nurses have completed throughout the year demonstrating performance improvement or nursing research. We will also recognize the 20 nominees for the Caring Nurse Award and present the Diana Russell Nursing Leadership Award, sponsored by Dr. Singh and the Foundation. There will also be an outside speaker, Kathleen Bartholomew, RN, an inspirational speaker on Wednesday evening in MV for all nurses from both campuses.
The OSHPD Building Permit for the Slot /Data Center Project was received and construction began on April 7th. Target Completion date is late November 2014.
Schematic Design Plans for the Behavioral Health Services replacement building project was completed and a request to proceed with the development of the project will be reviewed with the Finance Committee and Board in the May and June meetings.
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El Camino Hospital has received the Adult Education Collaborative Services Award for 2013-2014 from the California Council for Adult Education based on the work we did to train/re-train dialysis employees.
Community Benefit/Outreach
The Chinese Health Initiative in collaboration with the Santa Clara County Hep B Free campaign, co-organized and participated in a press conference to kick off a bus ad campaign to raise awareness about hepatitis B. The conference speakers included Mike Honda, U.S. Congressman, Ken Yeager, Santa Clara County Supervisor, Dave Cortese, Santa Clara County Supervisor, Dr. Sara Cody, Santa Clara County Health Officer and Fiona Ma, Speaker pro Tempore Emeritus of the California State Assembly.
We now know the proceeds from Scarlet Night. The Foundation raised $282,000 with 725 attendees.
Provided blood pressure checks, diabetes screenings ,cholesterol and glucose screenings to the community members at the Sunnyvale Health and Safety Fair.
RotaCare Bay Area celebrated 25 years of service to the uninsured. Over 350 people attended the event including a number of elected officials.
Received a donation of $16,375 from the Mountain View Voice Holiday Fund, 30% greater than the previous year.
Organized a stroke awareness workshop at the Golden Heritage Senior Living Center where Dr. Peter Fung was the guest speaker. 80 participants attended.
On Saturday, April 26, more than 100 community members attended the Women’s Health Forum at El Camino Hospital Los Gatos. The event featured four health lectures and participation from Drs. Gidvani, Krishnan and Graven as well as Jodi Bjurman, RD and Ann Pfeifer, MPT. Attendees also enjoyed a health fair, including a skin analysis by Dr. Swengel and health screenings for bone density, breast health and heart health. Over 60 community members attended one of two lectures focused on sleep disorders and the ASPIRE program in Los Gatos celebrated its 2nd anniversary with an open house for the community on April 30th.
Government and Community Engagement
El Camino Hospital hosted Los Gatos Leadership on our Los Gatos campus, presenting information about services, community benefit, and health care reform. Tomi Ryba presented to the Los Gatos Morning Rotary Club and the Cupertino City Council and staff educated ECH Auxiliary members about health care reform at their quarterly meeting. At the county level, we worked with the Santa Clara County Fire
5 Department, the Department of Public Health, and Valley Medical Center in a collaborative effort to design a public education campaign to promote fireworks safety this July. El Camino Hospital was invited to consult on this project due to the success of the PulsePoint campaign. Newspaper inserts were placed in local papers educating women about breast density and its implications for breast cancer screening, and promoting our Women’s Health Forum on April 26th. Tomi Ryba hosted a dinner for California Secretary of Health and Human Services Diana Dooley, attended by twenty women executives who were convened by the Silicon Valley Leadership Group. Brenda Taussig presented on “Innovations in Transparency and Community Relations” at the Sacramento Legislative Day of the Association for California Healthcare Districts.
Digital Engagement
elcaminohospital.org had over 200K unique visits and 256K pageviews; this is +9.64% over last month and +20% over FY13. Aside from finding doctors and jobs, visitors were interested in paying their bills online, better understanding us through “About El Camino Hospital”, and finding location info/ directions to our campuses. In social media, the top three posts were "Health Beat: Brain Treatments" (21.8K reached, 328 engaged), "Health Beat: F.A.S.T. " (17.5Kreached, 715 engaged), and "24hr Sharks Tickets Giveaway" (12.7K reached, 1.2K engaged). The Health Beat posts were promoted through Facebook ads. Social media community count across all platforms builds: Facebook with 9,471 (+823 likes), Twitter with 1,056 (+17 followers) and YouTube 468 (+34 followers). On YouTube, viewers were interested in videos related to maternity, heart, prostate, stroke, and joint (knee & hip).
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