El Camino Hospital Board of Directors -Regular Board Meeting Packet 5
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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 Separator Page 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.