El Camino Hopsital Board of Directors Meeting Packet

AGENDA EL CAMINO HOSPITAL BOARD REGULAR BOARD MEETING Wednesday, November 12, 2014, 8:20 p.m. El Camino Hospital, Conference Rooms E, F & G (ground floor) 2500 Grant Road Mountain View, California EL CAMINO HOSPITAL 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 Nandini Tandon, PhD 8:20 – 8:21 p.m. Board Vice Chair

2. ROLL CALL Nandini Tandon, PhD 8:21 Board Vice Chair

3. POTENTIAL CONFLICT OF Nandini Tandon, PhD 8:21 – 8:22 INTEREST DISCLOSURES Board Vice Chair

4. PUBLIC COMMUNICATION Nandini Tandon, PhD information A. Oral Comments Board Vice Chair 8:22 – 8:27 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

5. ADJOURN TO CLOSED SESSION Nandini Tandon, PhD 8:27 – 8:28 Board Vice Chair

6. POTENTIAL CONFLICT OF Nandini Tandon, PhD 8:28 – 8:29 INTEREST DISCLOSURES Board Vice Chair

7. Report related to Medical Staff quality Jamie Orlikoff, Orlikoff & discussion assurance matters, Health and Safety Code Associates, Inc. 8:29 – 9:29 Section 32155. - Governance of Quality

8. Report of the Medical Staff. Health and Ramtin Agah, MD motion required Safety Code Section 32155. MV Chief of Staff 9:29 – 9:39 - Deliberations concerning reports on Karen Pike, MD Medical Staff quality assurance matters LG Chief of Staff - Medical Staff Report

9. Health and Safety Code Section 32106(b) Tomi Ryba, President and discussion for a report involving health care facility CEO 9:39 – 9:49 trade secret. - February 2015 Board Retreat Agenda

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 November 12, 2014 Page 2

AGENDA ITEM PRESENTED BY

10. Gov’t Code Section 54956.9(d)(1) – Mary Rotunno, Associate possible motion Conference with legal counsel where to General Counsel 9:49 – 9:54 discuss in open session would jeopardize Kathryn Fisk, Chief Human the ability of El Camino Hospital to Resources Officer conclude existing settlement negotiations in its favor - Litigation

11. CONSENT CALENDAR Nandini Tandon, PhD motion required Any Board Member may remove an item Board Vice Chair 9:54 – 9:59 for discussion before a motion is made. Approval: - Minutes of the Closed Session of the Regular Meeting of the Board (October 8, 2014) Gov’t Code Section 54957.2 - Annual Patient Safety Report - Annual Safety Report for Managing the Environment of Care. Report related to the Medical Staff quality assurance matters, Health and Safety Code Section 32155.

Acceptance: - Meeting Minutes of the Closed Session of the Quality Committee (September 15, 2014, October 1, 2014, October 7, 2014) Gov’t Code Section 54957.2

Information Only, Not Approval: - PCMH and West Valley PCC Update. Health and Safety Code Section 32106(b) for a report involving health care facility trade secret. - Organizational Clinical Risks. Report related to Medical Staff quality assurance matters, Health and Safety Code Section 32155. - Pacing Plan Health and Safety Code Section 32106(b) for a report involving health care facility trade secret. - CEO Report Health and Safety Code Section 32106(b) for a report involving health care facility trade secret and Health and Safety Code Section 32155 for report of medical staff quality assurance committee.

12. Report involving Govt. Code Section 54957 Nandini Tandon, PhD discussion for discussion and report on personnel Board Vice Chair 9:59 – 10:04 performance matters. - Executive Session Agenda: El Camino Hospital Board Regular Board Meeting November 12, 2014 Page 3

AGENDA ITEM PRESENTED BY

13. Adjourn to Open Session Nandini Tandon, PhD 10:04 – 10:05 Board Vice Chair

14. RECONVENE OPEN Nandini Tandon, PhD 10:05 – 10:06 SESSION/REPORT OUT Board Vice Chair To report any required disclosures regarding permissible actions taken during Closed Session.

15. CONSENT CALENDAR ITEMS: Nandini Tandon, PhD public motion required Any Board Member or member of the Board Vice Chair comment 10:06 – 10:11 public may remove an item for discussion before a motion is made. Approval: a. Minutes of the Regular Hospital Board Meeting (October 8, 2014) b. Draft Revised Community Benefit Advisory Council Charter c. Appointment of Laura Macias to the Community Benefit Advisory Council d. Draft Revised Board Advisory Committee Charters e. Passport Health Communication, Inc.- Master Customer Agreement Reviewed and Recommended for Approval by the Quality, Patient Care, and Patience Experience Committee f. Appointment of Quality, Patient Care, and Patient Experience Committee Members Reviewed and Forwarded to the Board without Recommendation by the Finance Committee g. ECH Los Gatos - OR Room 4 Conversion Final Funding Request Reviewed and Recommended for Approval by the Medical Staff Executive Committee h. Medical Staff Report Acceptance: i. Quality Committee Minutes - September 15, 2014 - October 1, 2014 - October 7, 2014 j. Foundation Report k. Auxiliary Report For Information, Not Approval: l. Organizational Quality: Corporate Scorecard m. September 2014 Financials n. CEO Report ATTACHMENT 15

Agenda: El Camino Hospital Board Regular Board Meeting November 12, 2014 Page 4

AGENDA ITEM PRESENTED BY

16. iCARE AD HOC COMMITTEE Patricia A. Einarson, MD information REPORT Secretary/Treasurer, ECHB 10:11 – 10:26 ATTACHMENT 16 and Chair, iCare Ad Hoc Committee

17. ANNUAL ECHD REPORT TO THE Patricia A. Einarson, MD information ECH BOARD Chair, ECHD Board 10:26 – 10:41 ATTACHMENT 17

18. BOARD COMMENTS Nandini Tandon, PhD information Board Vice Chair 10:41 – 10:46

19. ADJOURNMENT Nandini Tandon, PhD 10:46 – 10:47 p.m. Board Vice Chair

Upcoming FY 2015 Hospital Board Meetings: - November 19, 2014 - Semi-Annual Board and Committee Education Session - January 14, 2015 - February 11, 2015 Separator Page

Att 15a - ECH Board Open Hospital Minutes 10 8 14 (2) Cindy's version.docx Draft: Subject to Board of Directors Consideration Minutes of the Regular Meeting Board of Directors of El Camino Hospital Wednesday, October 8, 2014 El Camino Hospital, 2500 Grant Road, Mountain View, California Conference Rooms F and G Jeff Davis participated via teleconference from: Marriott Courtyard Hotel 401 North Riverpoint Blvd, Spokane, WA 99202

1. Call to Order. The Open Session meeting of the Board of Directors of El Camino Hospital (the “Board”) was called to order at 5:30 p.m. by Board Chair, Neal Cohen, MD.

2. Roll Call. Roll call was taken.

Board Members Present: Dennis Chiu; Neal Cohen, MD; Patricia Einarson, MD; Julia Miller; David Reeder; Tomi Ryba; Nandini Tandon; and John Zoglin. Teleconference: Jeffrey Davis, MD participated via teleconference until 8:30 pm.

3. Potential Conflict of Interest Disclosures. Chair Cohen 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.

Motion: To approve Resolution 2014-9. Movant: Tandon Second: Ryba Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

Mick Zdeblick, the Chief Operating Officer, presented the Resolution to members of the Medication Communication Task Force, Medication Side Effects Rapid Process Improvement Workshop and Pharmaceutical Services for implementing a medication education program at ECH. These teams established standard work for all inpatient nursing units to utilize when communicating medication information to patients in order to help them understand their medications upon discharge.

5. Consent Calendar. Chair Cohen asked if anyone wished to remove any items from the consent calendar. Director Zoglin requested that items “b” (Resolution 2014-10 re: Draft Revised Section 7.6 El Camino Hospital Bylaws) and “e” (Interventional Radiology Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 2

Renewal) be removed from the consent calendar; and Director Einarson requested that item “h” (Telepsychiatry Contracting for Emergency Department) be removed from the consent calendar.

Motion: To approve the consent calendar: Minutes of the Regular Meeting of the Board – September 10, 2014;; FY 2014 Community Benefit Plan Report; FY 2014 Organizational Goal Achievement; Utilization Management Contract; Traditions Behavioral Health Contract; Appointment of New Finance Committee Member – Kathleen Cain; Draft Revised Investment Committee Charter; Draft Revised 403(b) Plan Policy; Draft Semi-Annual Board and Committee Educational Session Agenda; Draft FY 2015 Group Board Education Plan; Annual 403(b) Retirement Plan Audit; Participant Cash Balance Plan Audit; Medical Staff Report; and to accept the following items on the consent calendar: Corporate Compliance Committee Minutes – August 21, 2014; Executive Compensation Committee Minutes – May 15, 2014; Finance Committee Minutes – July 28, 2014; Governance Committee Minutes – August 5, 2014; Quality Committee Minutes – August 18, 2014; Foundation Report; and Auxiliary Report.

Movant: Miller Second: Tandon Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

Item b – Resolution 2014-10 re: Draft Revised Section 7.6 El Camino Hospital Bylaws. Director Zoglin noted that the Board previously discussed the subject matter of the proposed amendment to the bylaws, he voted against it at the time, and he will oppose the amendment now.

Item e – Interventional Radiology Renewal Director Zoglin commented that the Board should have a policy discussion around what level ECH should pay medical directors as compared to the market. He requested this be placed on a future Board meeting agenda. Director Chiu noted that during its review of medical director agreements, the Finance Committee has noticed that many of them provide for compensation higher than the 50th percentile.

Item h – Telepsychiatry Contracting for Emergency Department Director Einarson stated her concern about the provision of care using an electronic approach as opposed to a physical presence. Michael Fitzgerald, Executive Director of Behavioral Health Services, noted that the telepsychiatry contract does not replace a live provider but enhances the current staffing model by adding a psychiatrist during the off hours of 5:00 p.m. to 8:00 a.m. who will be on call to interview and assess the patient using telemedicine. Dr. Pifer, Chief Medical Officer, noted that the proposed telepsychiatry contract would be a step-up from the current situation and would allow psychiatrists to speak directly to the patients, even if only by phone. A discussion ensued on the effectiveness of telepsychiatry and whether it is possible to Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 3 go one step further by having a psychiatrist available on-site. It was noted that it would be critical to conduct an evaluation of the effectiveness of this program after its implementation.

Motion: To approve Item “b” – Resolution 2014-10 re: Draft Revised Section 7.6 El Camino Hospital Bylaws. Movant: Miller Second: Tandon Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, and Tandon Noes: Zoglin Abstentions: None Absent: None Recused: None

Motion: To approve Item “e” – Interventional Radiology Renewal. Movant: Miller Second: Chiu Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

Motion: To approve Item “h” – Telepsychiatry Contracting for Emergency Department. Movant: Chiu Second: Miller Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

6. Organizational Performance: Corporate Scorecard. Mick Zdeblick, Chief Operating Officer, reviewed the change in format for the corporate scorecard, including measuring data separately against both internal goals and external benchmarks. He reviewed select metrics that were underperforming on the corporate scorecard. He noted that the falls metric of 1.38 falls per thousand was slightly above the FY 2015 goal of 1.35 falls. He stated that these falls are reviewed at the daily huddle and also noted the introduction of cameras in the rooms of high fall risk-identified patients, which are monitored by the nursing staff for a quicker response time. Mr. Zdeblick also reported a slight variance in the service metrics for: 1) communication with nurses, 2) responsiveness of hospital staff and 3) communication about medicines. He noted that the length of stay metric was about one-half day over the goal and reported on efforts being made to improve that metric including forming a length of stay steering committee.

7. FY 2015 Organizational Goals Metrics. Mick Zdeblick, Chief Operating Officer, reviewed the draft organizational goals for FY 2015. Director Zoglin commented that Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 4 while the intent of the executive compensation policy was to have a target of about 50% over the long term, he had noticed that the average over the last five years was at about 70%. He also expressed his concern that several of the target and maximum performance measurements were not sufficiently aggressive enough based on the performance data from the last five years. Board members engaged in a discussion about developing organizational goals that provide enough stretch but also motivate and inspire high achievement. Some Board members expressed concern that since the fiscal year is already into its second quarter, staff needs approved goals to work against and therefore, re-evaluation of the methodology for setting goal metrics should be paced later this fiscal year when the Board considers the FY 2016 Organizational Goals. Others noted that this issue has been raised in the past and should be addressed now rather than wait.

Motion: To approve the FY15 Organizational Goal metrics as presented with the understanding that the Executive Compensation Committee will review this in the near future and any recommended change in methodology will come to the Board for consideration. Movant: Reeder Second: Ryba Ayes: Cohen, Davis, Einarson, Miller, Reeder, Ryba, and Tandon Noes: Zoglin Abstentions: Chiu Absent: None Recused: None

8. July and August 2014 Financials. Iftikhar Hussain, Chief Financial Officer, summarized the July and August 2014 financials, noting that ECH’s operating margin is $5 million ahead of plan. He reported that expenses were lower than budget and the inpatient volume had increased by 4%. The Board requested that the next financial presentation include a plan to decrease Net Days in AR to the target of 48 days.

Motion: To approve the July and August 2014 Financials. Movant: Tandon Second: Chiu Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

9. Annual Consolidated Financial Audit. Brian Connor and Joelle Pulver of Moss Adams gave the report on the audited FY 2014 financial statements. Mr. Connor explained that the objective of the audit is to provide an opinion on the consolidated financial statements prepared by management and that the opinion this year is an unmodified opinion which is the highest level of assurance the auditors can provide. He informed the Board that it is the auditor’s opinion that the financial statements as prepared by management are fairly stated in all material respects.

Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 5

Ms. Pulver compared the last three years of Asset Composition, including Cash/Investment, Net Patient A/R, Net Capital Assets and other Assets. She reviewed the third- party confirmation used to ensure that those assets exist and the fair market value testing of investments to ensure that they are at the appropriate fair market value on the financial statements. She presented the Liabilities and Net Position over the last three years, as well as Patient Service Accounts Receivable.

Ms. Pulver noted the following auditor’s communication to the Board: 1) significant accounting policies, 2) accounting estimates were reasonable, 3) no material weakness identified, 4) no audit adjustments (past adjustment related to IGT revenues which will be recorded in FY 2015), 5) no issues discussed prior to the retention as auditors and 6) no disagreement with management. There were issues identified in terms of internal controls which were noted in the auditor’s letter.

Mr. Connor also reported that there will be three changes to accounting standards in coming year (GASB Statements numbers 68, 69 and 71) that could have an impact on ECH’s financial statements.

Director Ryba addressed the one deficiency that has been identified for the last five years, which involves how ECH manages user access to the McKesson patient accounting software. Iftikhar Hussain, Chief Financial Officer, confirmed that a solution has been identified to address the deficiency and will be implemented by the end of the calendar year.

10. Brown Act Teleconferencing Requirements. Mary Rotunno, Associate General Counsel, stated that while she has outlined the roll call requirements under the Brown Act in her memo, it is ultimately up to the Board to decide whether it wants to have a strict interpretation that follows the letter of the law which would require roll call of all Board members as long as one member is participating by teleconference. She confirmed that the process currently being used, which provides for roll call votes of only Board or Committee members participating by teleconference, reflects a fair interpretation of the law and complies with the spirit of the law.

The Board engaged in a discussion about some of the issues surrounding the roll call requirement such as promoting transparency and accountability in meetings and extra time required to do full Board roll call for each action.

Motion: If any Board or Committee member is participating in a meeting of the El Camino Hospital Board of Directors or one of its Advisory Committees (other than an Ad Hoc Committee) by teleconference, all votes during that meeting shall be taken by roll call vote.

Movant: Miller Second: Chiu Ayes: Chiu and Miller Noes: Cohen, Davis, Einarson, Reeder, Ryba, and Zoglin Abstentions: Tandon Absent: None Recused: None Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 6

Motion failed.

11. Board Advisory Committee Review.

Agenda item 11a – Board Member Committee Responsibilities Chair Cohen reviewed his three recommendations for moving forward on some of the discussion that took place at the last Board meeting with respect to Board Member Committee responsibilities: 1) No more than two Board members shall serve on any of the Board’s Committees, 2) The Board Chair shall appoint the Committee Chairs based on relevant experience and ability to serve, and 3) With the exception of the Governance Committee, the Chair of the Board’s Committees need not be a Board member.

During their discussion of recommendation #1, the following issues were raised by various Board members: 1) Board members’ service on Committees should not be limited if they have the time and useful expertise to offer the Committee, 2) Board members should represent a minority of the total number of members on each Committee, 3) if ECH limits the number of Board members on the Committees, than attendance requirement should be implemented, 4) Consideration should also be given to how many Committees a single Board member should serve on to avoid asymmetric information for Board members who have time to attend many Committee meetings, 5) concern about the composition of the Committees becoming too Board- centric rather than bringing-in outside view points, and 6) having more Board members on each Committee would provide more subject matter exposure to more Board members.

The Board did not take any action on recommendations #1 and #2.

A discussion ensued regarding recommendation #3, including: 1) the non-Board members having inadequate context about the interplay between Board and Committees to chair a Committee, 2) non-Board Committee members bring expertise and availability to their role on the Committee and should be given an opportunity to serve as chairs; 3) the Governance Committee has already reviewed this issue and made a recommendation that all non-Board Committee members may serve as Vice Chairs, which would allow them to serve as interim Chairs; and 4) the region has talented leadership and ECH should take advantage of it by creating chair opportunities for non-Board Committee members.

Motion: With the exception of the Governance Committee, the Chair of the Board’s Advisory Committees need not be a Board member; however, if the Committee Chair is not a Board member, the Vice Chair must be a Board member. Movant: Cohen Second: Ryba Ayes: Cohen, Davis, Einarson, Ryba, and Tandon Noes: Chiu, Miller, Reeder, and Zoglin Abstentions: None Absent: None Recused: None

Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 7

Motion passed.

Agenda item 11b – Proposed Board Committee Process Realignment Director Reeder, Governance Committee Chair, reported that the issue before the Board is whether to realign the advisory committee appointments and the committee goal setting process with the calendar year rather than the fiscal year. He noted that when the Governance Committee considered this proposal, there were opinions on both sides, but it could not come to a consensus, so it voted to forward the proposal to the Board for its consideration without a recommendation.

Board members discussed the pros and cons of the proposal. Director Miller commented that the public election would not disrupt the work of the Committees if the appointment process were aligned with the calendar year. Director Reeder commented that this has not been an issue in the past and that there have been more cases of Board members resigning than Board members being voted out of office. He stated that he did not think there was enough benefit in the realignment proposal to warrant the extra work required of staff. Director Zoglin commented that the Board process should be aligned with the institutional process and not the political process, and that changing the process would be too disruptive, without any compelling benefits. He also noted the advantage in having six months to on-board new Board members before they are assigned as Committee Chairs at the beginning of the fiscal year.

Director Ryba commented that if the Board sees the value in the change, staff would accommodate, but it would involve making sure that all the institutional processes, which are currently based on a fiscal year, may need to be realigned as well.

Motion: To consider the idea of making committee assignments and setting committee goals at the beginning of each calendar year instead of the beginning of each fiscal year. Staff is requested to bring additional information regarding practices at other District hospitals and a proposal for details of the transition to the January 2015 Board meeting. Movant: Miller Second: Chiu

Chair Cohen clarified that the Board is not voting to approve the re-alignment but to consider it by obtaining additional information to ensure that it would bring value to the Board.

Ayes: Chiu, Davis, Einarson, Miller, and Tandon Noes: Reeder, Ryba and Zoglin Abstentions: Cohen Absent: None Recused: None

Motion passed.

Agenda item 11c – Terms of Members and Chairs Director Reeder reviewed the proposal to change the terms for Chairs of Committees and Committee Members from one-year to two-year terms. He noted that the Governance Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 8

Committee did not come to a consensus on this issue and therefore did not recommend this issue to the Board. The Governance Committee was also split on whether to forward the issue to the Board to consider, and did not forward this proposal to the Board to consider.

Motion: To table this issue since the Governance Committee did not recommend the proposal to the Board nor forward the proposal to the Board for consideration. Movant: Reeder Second: Zoglin Ayes: Davis, Einarson, Reeder, and Zoglin Noes: Chiu, Cohen, Miller, Ryba and Tandon Abstentions: None Absent: None Recused: None

Motion failed.

Director Chiu made a motion to approve changing committee assignments to two-year terms, and Director Miller seconded the motion. The Board discussed the pros and cons of the recommendation. Director Zoglin noted that one-year terms are more accountable than two year terms and give the Board Chair greater ability to maintain accountability when making changes to the composition of committees. Director Miller noted that having a two-year term would align with the two-year term of Board Chairs for the Hospital and District Boards.

Chair Cohen commented that the goal should be to identify members who would prefer to serve for more than one year. However, to appoint members for two years, some of whom may not be effective members of the Committee, would constrain the process. Director Ryba noted that a two-year term would allow Committee members to gain greater depth and knowledge of the subject matter and create more continuity for the Committee process.

Director Chiu made a motion to amend his original motion to approve changing committee assignments to two-year terms, with the ability of the Chair of each Committee to recommend that a particular committee member on their committee not move forward for a second year. Director Zoglin noted that this amended motion takes away the ability of the Board Chair to appoint members to different committees. Director Chiu suggested amending the motion again so that the Committee Chair with the Board Chair may recommend that the committee member not serve for the second year.

Director Reeder commented that by requiring Board members to serve for two years on a Committee, it does not give them the opportunity to move around and be exposed to different Committees. Director Chiu noted that a two-year term would help increase the education of subject matter for Board members.

Director Chiu withdrew his motion, commenting that he did not realize there was so much concern about constraining the Board Chair’s ability to change Board members’ committee assignments.

Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 9

No action was taken.

12. CEO Report. Director Ryba reported that ECH has a full plan for dealing with suspected Ebola patients, in line with the CDC guidelines, which covers detection, response teams and formation of a command center. She reviewed efforts by ECH to support employee wellness, including providing incentives to over 1,400 eligible employees to participate in ECH’s wellness activities and launching the hospital-wide “Rethink Your Drink” campaign which completely eliminated all sugar added drinks from both campuses.

13. Public Communication. Dorothea Grimes-Farrow from the League of Women Voters offered to leverage their newsletter to communicate with the community about ECH’s position on Ebola. She also thanked the Board members and staff who attended the League’s recent candidates’ forum and commented that this is another example of ECH’s commitment to being transparent and involved in the community.

Timothy Harris from Vital Link Medical Alert Systems spoke to the Board about his work for Santa Clara and Santa Cruz Counties in reducing falls and offered to help ECH in its fall reduction efforts.

Dr. Peter Fung, Director of the Stroke Program, spoke about Medicare withholdings and bonuses. He suggested having a clearer understanding of the changing Medicare payment process and its connection with quality metrics. He commented that this would allow the Board, physicians, and residents to have a better sense of ECH’s projections with regard to Medicare reimbursements that may be affected by ECH’s quality metrics.

Mr. Geoffrey Mangers spoke regarding his concerns as mentioned in his written communication to the Board.

14. Board Comments. Director Miller acknowledged Dr. Thomas Fogarty who will receive the Presidential National Medal of Technology and Innovation during a ceremony at the White House. She also noted her attendance at two community events on behalf of the Board including the West Valley Community Services Chefs of Compassion Dinner and the Valley Medical Center “Soiree Under the Stars” dinner.

Director Einarson noted that she attended the Los Altos/Mountain View League of Women Voters Candidate Forum and the GreenTown Los Altos Farm to Table Dinner.

15. Adjourn to Closed Session.

Motion: To adjourn the Open Session to Closed Session at 7:41 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 (September 10, 2014); pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret and Gov’t. Code Section 54956(a) for a conference with legal counsel – pending or threatened litigation: FY 2014 Summary of Physician Arrangements; pursuant to Gov’t Code Section 54957.2 for acceptance of the Closed Session Minutes of the Corporate Compliance Committee (August 21, 2014), Closed Session Minutes of Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 10 the Executive Compensation Committee (May 15, 2014), Closed Session Minutes of the Finance Committee (July 28, 2014), Closed Session Minutes of the Governance Committee (August 5, 2014), and Closed Session Minutes of the Quality Committee (August 18, 2014); pursuant to Health and Safety Code Section 32106(b) for information on the consent calendar for a report involving health care facility trade secret: Update on West Valley Primary Care Clinic/PCMH, Update on Post-Acute Care, Board Leadership Transitions (iCare Ad Hoc Committee and ECH/PAMF JOC), OB Hospitalist Program, FY 2015 Corporate Scorecard Format and Metrics, and Parking Garage Expansion; pursuant Govt. Code Section 54957 for discussion and report on personnel performance matters: Executive Session; pursuant to Health and Safety Code Section 32155 for deliberations concerning reports on Medical Staff quality assurance matters, Medical Staff Report; pursuant to Health and Safety Code Section 32155 for report related to medical staff quality assurance matters: Organizational Clinical Risks; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: Long Term Financial Plan; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret; Strategy Ad Hoc Committee Report; pursuant to Health and Safety Code Section 32106(b) for a report involving health care facility trade secret; Property Planning Strategy; Health and Safety Code Section 32106(b) for a report involving health care facility trade secret: Possible Debt Issuance; pursuant to Gov’t Code Section 54957 for report and discussion on personnel matters: FY 2015 Organizational Goals/Weighting for Incentive Compensation; Report involving Gov’t Code Section 54957 for report and discussion on personnel matters: Approval of FY 2014 Executive Individual Performance Incentive Plan Scores; pursuant to Gov’t Code Section 54957.6 for report and discussion on personnel matters: FY 2014 Executive Performance Incentive Plan Payouts; pursuant to Gov’t Code Section 54957 for report and discussion on personnel matters: Approval of FY 2014 CEO Individual Performance Incentive Plan Score; pursuant to Gov’t Code Section 54957.6 for report and discussion on personnel matters: FY 2014 CEO Performance Incentive Plan Payout; 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, Health and Safety Code Section 32155 for report of medical staff quality assurance committee, Gov’t Code Section 54957 for report and discussion on personnel matters, and conference with legal counsel – pending or threatened litigation – Gov’t. Code Section 54956(a): CEO Report; and pursuant to Govt. Code Section 54957 for discussion and report on personnel performance matters: Executive Session.

Movant: Chiu Second: Tandon Ayes: Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: None Recused: None

16. Agenda Item 36 - Reconvene Open Session/Report Out. Open Session was reconvened at 10:41 p.m. Director Davis did not participate in the second open session.

Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 11

Cindy Murphy, Board Liaison, reported that the following actions were taken in closed session:

A. The consent calendar: Minutes of the Closed Session of the Regular Board Meeting (September 10, 2014); FY 2014 Summary of Physician Arrangements; the Closed Session Minutes of the Corporate Compliance Committee Meeting (August 21, 2014); the Closed Session Minutes of the Executive Compensation Committee Meeting (May 15, 2014); the Closed Session Minutes of the Finance Committee Meeting (July 28, 2014); ); the Closed Session Minutes of the Governance Committee Meeting (August 5, 2014); and the Closed Session Minutes of the Quality Committee Meeting (August 18, 2014) was approved by a vote of 9 Directors in favor (Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, and Zoglin).

B. The Minutes of the Medical Staff Executive Committee Meeting of August 28, 2014 and the Credentials and Privileges Report of September 18, 2014 were approved by a vote of 9 Directors in favor (Chiu, Cohen, Davis, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin).

C. FY 2015 Organizational Goals/Weighting for Incentive Compensation were approved by a vote of 8 Directors in favor (Chiu, Cohen, Davis, Miller, Reeder, Ryba, Tandon and Zoglin). Director Einarson was absent for the vote.

D. FY 2014 Executive Individual Performance Incentive Plan Scores were approved by a vote of 8 Directors in favor (Chiu, Cohen, Davis, Miller, Reeder, Ryba, Tandon and Zoglin). Director Einarson was absent for the vote.

E. FY 2014 CEO Individual Performance Incentive Plan Scores were approved by a vote of 4 Directors in favor (Einarson, Reeder, Tandon and Zoglin) and 3 Directors opposed (Cohen, Chiu and Miller). Director Ryba recused herself from the vote. Director Davis was absent.

17. Agenda Item 35 – FY 2015 Corporate Scorecard Format and Metrics Motion: To approve FY 2015 Corporate Scorecard Format and Metrics. Movant: Ryba Second: Einarson Ayes: Chiu, Einarson, Miller, Reeder, Ryba and Tandon Noes: Zoglin Abstentions: None Absent: Davis and Cohen Recused: None

18. Agenda Item 36 – Integrated Medical Office Building Motion: To approve funding in the amount of $3m for the initial development of the Integrated Medical Office Building. Movant: Reeder Second: Zoglin Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 12

Abstentions: None Absent: Davis Recused: None

19. Agenda Item 37 – Women’s Hospital Renovation Motion: To approve in concept the proposed Renovation and Expansion of the Women’s Hospital. Movant: Reeder Second: Zoglin Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

20. Agenda Item 38 – Parking Garage Expansion Motion: To approve the North Parking Garage Expansion and initial funding in the amount of $1million for the development of the project. Movant: Reeder Second: Tandon Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

21. Agenda Item 39 – OB Hospitalist Program Motion: To delegate to the CEO the authority to negotiate a new professional services contract with the OB Hospitalist Group (OBHG) to provide in-house OB and GYN coverage by a qualified obstetrician/gynecologist (OB/GYN) on a 24 hour, 7 days per week basis (24/7) and assist in the development of an obstetrics emergency department (OBED) to improve patient safety for both the Mountain View and Los Gatos campuses in an amount not to exceed $3.4 million per year.

Movant: Chiu Second: Tandon Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

22. Agenda Item 40 – Property Planning Strategy Motion: To Approve the Proposed Property Planning Movant: Zoglin Second: Reeder Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 13

Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

23. Agenda Item 41 – FY 2014 Executive Performance Incentive Plan Payouts Motion: To approve the FY 2014 Executive Incentive Plan Payout Amounts as recommended by the Executive Compensation Committee Movant: Tandon Second: Reeder Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

24. Agenda Item 42 – FY 2014 CEO Performance Incentive Plan Payout Motion: To approve the FY 2014 CEO Performance Incentive Payout in the amount of $225,959.00 Movant: Tandon Second: Reeder Ayes: Cohen, Einarson, Miller, Reeder, Tandon and Zoglin Noes: None Abstentions: Chiu Absent: Davis Recused: Ryba

25. Agenda Item 43 – Appointment of Board Member to the iCare Ad Hoc Committee Motion: To appoint John Zoglin to the iCare Ad hoc Committee Movant: Ryba Second: Tandon Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

26. Agenda Item 44 – Appointment of Board Member to PAMF/ECH JOC Motion: To appoint Dennis Chiu to the PAMF/ECH Joint Operating Council. Movant: Ryba Second: Miller Ayes: Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: Chiu Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 14

Absent: Davis Recused: None

27. Agenda Item 45 – Annual Consolidated Financial Audit Motion: To approve the FY 2014 Annual Consolidated Audit Movant: Reeder Second: Ryba Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

28. Agenda Item 46 – Long Term Financial Plan Motion: To accept the proposed Long Term Financial Plan Movant: Reeder Second: Cohen Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

29. Agenda Item 47 – Draft Resolution 2014-11: Reimbursement Resolution Motion: To approve the Draft Resolution 2014-11 Reimbursement Resolution Movant: Tandon Second: Reeder Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

30. Agenda Item 48 – Adjournment Motion: To adjourn at 10:50 pm Movant: Ryba Second: Tandon Ayes: Chiu, Cohen, Einarson, Miller, Reeder, Ryba, Tandon and Zoglin Noes: None Abstentions: None Absent: Davis Recused: None

Draft: Subject to Board of Directors Consideration Minutes: Meeting of the El Camino Hospital Board October 8, 2014 Page 15

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; and Marina Kipnis, Board Services Coordinator Separator Page

Att 15b - Revised CBAC Charter.pdf

Community Benefit

Date: November 12, 2014 To: El Camino Hospital Board of Directors From: Cecile Currier, VP Corporate and Community Health Services & President Concern EAP and Barbara Avery, Director, Community Benefit Re: Approval for El Camino Hospital Community Benefit Advisory Council (CBAC) Charter Revision and New CBAC Member

To better serve the interests of the El Camino Hospital’s Community Benefit program, the Community Benefit Advisory Council (“CBAC”) has requested revisions to its charter. At its, October 21, 2014 meeting, the El Camino Healthcare District Board of Directors reviewed and approved the attached revisions. Since the CBAC serves in an advisory capacity to both the District and to El Camino Hospital, we are now seeking Hospital Board approval.

The proposed changes include: removing members from the council after two consecutive absences, allowing the submission of written comments or a call-in to the meeting to count as attendance, sending CB Plan drafts two weeks prior to CBAC meetings and the inclusion of conflict of interest language to address members who may be employed by or sit on Boards of organizations discussed in CBAC meetings.

To add increased perspective and knowledge about community health and disparities to the CBAC we would like to add Laura Macias to the council. She was recommended by a current CBAC member and has been interviewed by CB staff. Ms. Macias has strong ties to the Latino community in particular, and has worked with many groups helping the underserved. Her experience, community involvement and compassion make her an excellent candidate for the CBAC.

We are requesting approval of: 1) The Draft Revised CBAC Charter 2) Addition of Laura Macias to the CBAC

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Att 15b.2 - Draft Revised ECH CBAC Charter11.1.4 (REDLINES).docx

Formatted: Left, Tab stops: 5.73", Left + 6.5", Right Community Benefit Advisory Council Charter (Draft Revised 11.1.14)(REDLINES) Formatted: Font: 16 pt, Font color: Red

Purpose

The El Camino Healthcare District (ECHD) The Community Benefit Advisory Council (CBAC) was established to provide an informed perspective, guidance, and support for El Camino Hospital (ECH) Community Benefit program. Community Benefit Advisory Council was established to provide an informed perspective, guidance and support for the District’s Hospital’s community benefit programs. The advisory council ensures broad engagement in the development of the ECHD annual community Community benefit Benefit planPlan.

The Community Benefit Advisory Council (CBAC) is responsible for making recommendations for expenditure of ECHD’s tax receipts for community benefit.

Membership

Council Composition: The CBAC will be composed of representatives from the community, up to two ECHD Board Members, physicians and senior management staff. Representatives may include professionals from public health, epidemiology, education, mental health, local government and community service organizations.

Appointment: The CBAC Advisory Council and Community Benefit (CB) staff will screen and recommend potential new members to the ECHD Board of Directors. The Board approves the final selection of new members.

Term of Service: CBAC members will serve a three year term and can be reappointed for one additional term. The Director of Community Benefit and the Vice President of Corporate & Community Health Services are standing members.

Desired Competencies: Knowledge/experience in understanding unmet health needs of underserved populations, experience with community based organizations in the District Hospital service area and knowledge of population health, primary prevention and the delivery of healthcare services.

Desired Characteristics: Council members should represent a diverse cross-section of the community. There should also be representation from the larger cities in the districtHospital service area. These are goals to achieve over time. 2.26.14 Updated:11/3/201411/3/201410/6/2014 1

Size of the CBAC: 15 is the maximum number of members for the Council.

Authority and Responsibility

The CBAC will provide direction to support the implementation -development of the El Camino Healthcare District’sHospital’s cCommunity benefit Benefit planPlan. In carrying out these responsibilities, the CBAC will:

 Review needs assessment data and provide input into the health related needs of youth and adults. in the District  Review identified health priorities for health improvement initiatives  Provide suggestions on programs to be included in the annual Community Benefit Plan  Provide input on best practices for meeting the health needs of the community  Review the annual CB Plan  Attend CBAC meetings  Respond in a timely manner to electronic requests for input  Serve as an ambassador for the District Hospital in the community, by attending CB sponsored events

Meetings

Frequency: The Community Benefit Advisory Council will convene meet at least three times a year. or as needed. Additional meetings will be scheduled as needed.

Attendance: CBAC members are strongly encouraged to attend all meetings. Members absent for two consecutive meetings, will be removed from the CBAC.

Agenda: The Director of Community Benefit will send the agenda and pertinent materials for review in advance.

Agenda: The Director of Community Benefit will send the agenda and pertinent materials to the CBAC for review at least one week in advance. Drafts of the annual Community Benefit plans will be sent at least two weeks in advance.

Potential Conflict of Interest

Any CBAC member employed by or sitting on the Board of an organization being discussed will recuse themselves from the conversation.

2.26.14 Updated:11/3/201411/3/201410/6/2014 2

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Att 15b.3 - Draft Revised ECH CBAC Charter (CLEAN) 11.1.14.docx

Community Benefit Advisory Council Charter (Draft Revised 11.1.14)(CLEAN)

Purpose The Community Benefit Advisory Council was established to provide an informed perspective, guidance and support for the Hospital’s community benefit program. The advisory council ensures broad engagement in the development of the ECH annual Community Benefit Plan.

Membership

Council Composition: The CBAC will be composed of representatives from the community, up to two ECH Board Members, physicians and senior management staff. Representatives may include professionals from public health, epidemiology, mental health, local government and community service organizations.

Appointment: The CBAC and Community Benefit (CB) staff will screen and recommend potential new members to the ECH Board of Directors. The Board approves the final selection of new members.

Desired Competencies: Knowledge/experience in understanding unmet health needs of underserved populations, experience with community based organizations in the District and knowledge of population health, primary prevention and the delivery of healthcare services.

Size of the CBAC: 15 is the maximum number of members for the Council.

Authority and Responsibility

The CBAC will provide direction to support the development of El Camino Hospital’s Community Benefit Plan. In carrying out these responsibilities, the CBAC will:

 Review needs assessment data and provide input into the health related needs of youth and adults in the District  Review identified health priorities for health improvement initiatives  Provide suggestions on programs to be included in the annual Community Benefit Plan  Provide input on best practices for meeting the health needs of the community  Review the annual CB Plan  Attend CBAC meetings  Respond in a timely manner to electronic requests for input  Serve as an ambassador for the District in the community, by attending CB sponsored events

Meetings

Frequency: The Community Benefit Advisory Council will convene at least three times a year. Additional meetings will be scheduled as needed.

Attendance: CBAC members are strongly encouraged to attend all meetings. Members absent for two consecutive meetings, will be removed from the CBAC. Absences will not be counted if members join the meeting via the conference line or submit written comments prior to the meeting.

Agenda: The Director of Community Benefit will send the agenda and pertinent materials to the CBAC for review at least one week prior to the meeting. Drafts of the annual Community Benefit Plan will be sent two weeks in advance of the meeting.

Potential Conflict of Interest: Any CBAC member employed by or sitting on the Board of an organization being discussed will recuse themselves from the conversation.

Original 3-20-2012 Revised 11-15-2012 Revised 9-17-14 Revised 10-6-14

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Att 15c - Laura Macias 9-2014.pdf Laura Macias, profile

Laura Macias served eight years as Councilmember for the City of Mountain View including Mayor 2007. Laura attributes her success in city government to responding to community needs by understanding deeply and analytically the varied communities in the greater Mountain View area; honoring their values and creating collaborative solutions for all communities.

As Mountain View Mayor, Laura signed the US Mayors Climate Change Initiative, which moved the city forward on environmental actions. She was appointed and chaired the Santa Clara County Emergency Preparedness Council, the Grand Boulevard (El Camino) Task Force and the Hispanic Foundation of Silicon Valley among many city, county and regional committees, and nonprofit boards during the past twenty years. She currently serves on the nonprofit board, the Day Worker Center of Mountain View.

Laura came to local government in 2000 with over twenty years’ expertise-- managing global marketing strategies, operations, products, solutions, partner and professional services programs with her management skills honed at respected enterprise computing Valley companies and a few start-ups. Laura was the Director of Government Affairs at Comcast serving all the South Bay from 2007 to 2009 and partnering with community health and other non-profits on behalf of Comcast. On a consulting assignment for a biostatistics CRO, Laura partnered with the Fogarty Institute of Innovation of El Camino Hospital on Medical Device regulation.

Most recently, Laura was the interim President of the private non-profit middle schools in the poverty-challenged Guadalupe Washington neighborhood in San Jose. 98% of the schools’ funding was from private donors and foundations. She truly enjoyed working with the mostly first -generation Latino immigrants and respects their deep dedication to their children’s education. Mental and physical health issues of the students and their families were important to the school community and we worked to address them as possible.

Laura is an Arizona native with Sonoran roots from her abuelos (grandparents) who lived in Arizona before it was a state. She attended college in Colorado and lived there for a while. Since 1989, Laura resides in a friendly neighborhood in Mountain View.

Some community groups: Day Worker Center, Mountain View St. Joseph’s Parish and School, Mountain View Sacred Heart Nativity for Boys and Our Lady of Grace for Girls Schools, San Jose Latina Coalition of Silicon Valley La Mesa Comunidad, Mountain View Hispanic Foundation of Silicon Valley Separator Page

Att 15d - Draft Revised Board Advisory Committee Charters.pdf

DATE: ECH Board of Directors November 12, 2014

TO: El Camino Hospital Board of Directors

FROM: Cindy Murphy, Board Liaison

SUBJECT: Draft Revised Advisory Committee Charters

ACTION: Possible Motion: That the Board approves the Draft Revisions to the following Advisory Committee Charters: Quality, Patient Care and Patient Experience; Finance; Investment; Corporate Compliance, Privacy and Internal Audit; and Executive Compensation.

At its October 8, 2014 meeting, the Board adopted a motion that provides that, with the exception of the Governance Committee, the Chair of the Board’s Committees need not be a Board member. The motion further provided that, if the Committee Chair is not a Board member, the Vice Chair must be a Board member.

Draft revisions of the Board Advisory Committee Charters (with the exception of the Governance Committee) are attached for the Board’s consideration.

Updated 0/2/28/13 1

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Att 15d.2 - DRAFT REVISED Corporate Compliance Committee Charter Approved 10.29.14.doc

DRAFT REVISED 10.29.14 Corporate Compliance/Privacy and Internal Audit Committee Charter

Purpose The purpose of the Corporate Compliance/Privacy and Audit Committee (“Compliance and Audit Committee”) is to advise and assist the El Camino Hospital (ECH) Hospital Board of Directors (“Board”) in its exercise of oversight by monitoring the compliance policies, controls and processes of the organization and the engagement, independence and performance of the internal auditor and external auditor. The Compliance and Audit Committee assists the Board in oversight of any regulatory audit and in assuring the organizational integrity of ECH in a manner consistent with its mission and purpose.

Authority All governing authority for ECH resides with the Hospital Board except that which may be lawfully delegated to a specific Board committee. The Committee will report to the full Board at the next scheduled meeting any action or recommendation taken within the Committee’s authority. The Committee has the authority to select, recommend engagement, and supervise any consultant hired by the Board to advise the Board or Committee on compliance, privacy, IT security or audit related issues. In addition, the Committee, by resolution, may adopt a temporary advisory committee (ad hoc) of less than a quorum of the members of the Committee. The resolution shall state the total number of members, the number of board members to be appointed, and the specific task or assignment to be considered by the advisory committee.

Voting members of the Committee shall include the directors assigned to the Committee and external (non-director) members appointed to the Committee.

Membership . The Compliance and Audit Committee shall be comprised of two (2) or more Hospital Board members. The Chair of the Committee shall be a Hospital Board director who shall be appointed by the Board Chair, subject to approval by the Board. All members of the Committee shall be eligible to serve as Chair of the Committee.

. The Committee may also include 2-4 external (non-Hospital Board member) members with expertise in compliance, privacy, enterprise risk, IT security, audit and/or financial management expertise.

Page 1 of 6 . All Committee members shall be appointed by the Board Chair, subject to approval by the Board, for a term of one year expiring on June 30th each year, renewable annually.

. It shall be within the discretion of the Chair of the Committee to appoint a Vice- Chair from among the members of the Committee. If the Chair of the Committee is not a Hospital Board Director, the Vice-Chair of the Committee shall be a Hospital Board Director.

Conflict of Interest Members of the Committee shall be independent as to conflicts of interest with El Camino Hospital pursuant to the Conflict of Interest Policy. Should there be a potential conflict, the determination regarding independence shall follow the criteria approved by the Board (see appendix).

Any member of a Board or Board committee who has a conflict of interest with respect to a proposed contract, transaction, relationship, arrangement or activity shall refrain from the deliberations and vote on any matter related to the contract, transaction or arrangement. Such member, however, may be present to answer questions and provide information needed by the Board or Board Committee for its deliberations. The Board Chair may appoint one or more qualified individuals to take the place of any affected member of a Board or Board Committee with regard to the matter or interest being considered. Any such reconstituted Committee shall be considered to have all rights, authority and obligations of the Corporate Compliance/Privacy and Audit Committee.

Staff Support and Participation The Director of Corporate Compliance/Privacy Officer (“Corporate Compliance Officer”) shall serve as the primary staff support to the Committee and is responsible for drafting the committee meeting agenda for the Committee Chair’s consideration. Additional members of the executive team may participate in the Committee meetings upon the recommendation of the Corporate Compliance Officer and subsequent approval from both the CEO and Committee Chair.

General Responsibilities The Committee’s primary role is to provide oversight and to advise the management team and the Board on matters pertaining to this Committee. With input from the Committee, the management team shall develop dashboard metrics that will be used to measure and track corporate compliance, privacy, IT Security and enterprise risk management for the Committee’s review and subsequent approval by the Board. It is the management team’s responsibility to develop and provide the Committee with reports, plans, assessments, and other pertinent materials to inform, educate, and update the Committee, thereby allowing Committee members to engage in meaningful, data-driven discussions. Upon careful review and discussion and with input from management, the Committee shall then make recommendations to the Board. The Committee is responsible for monitoring that performance metrics are being met to the Board’s expectations and requiring explanation of any deficiencies and reporting to the Board such deficiencies. Page 2 of 6 Specific Duties The specific duties of the Corporate Compliance/Privacy and Audit Committee include the following:

A. Corporate Compliance/Privacy

. Oversee the activities of the Corporate Compliance program and all subcommittees providing support relative to corporate compliance, HIPAA/Patient Privacy and IT Security.

. Advise the organization on Enterprise Risk Management structure and provide oversight of Enterprise Risk reporting metrics and measurements to help monitor organizational risks.

. Advise the organization on corporate compliance implementation strategies. Review strategies for improving the corporate compliance program(s) and recommend for approval by the Board.

. Review with management the assessment of physician relationship risk as it relates to Stark laws, anti-kickback statutes, and other compliance rules and regulations.

. Encourage continuous improvement of policies and procedures for corporate accountability, integrity, and privacy. Review the organization’s policy oversight guidelines and oversee the process being systematic and robust.

B. Internal Audit Functions

. Provide direction related to findings and recommendations of internal audits performed.

. Provide direction for issues relating to internal audit responses by management.

. Review the annual internal audit priorities for the organization.

. Serve as the ad-hoc governance team regarding non routine investigations or action taken by external agencies and authorities against ECH.

. Recommend policies and processes for approval by the Board relating to systems of internal controls for finance.

. Oversee the work of independent compliance, audit and privacy staff.

. Provide escalation vehicle from any source to identify and address relevant issues.

Page 3 of 6 C. External Audit Functions

. Make recommendations to the Board regarding the external financial audit firm selection, retention and when necessary, replacement.

. Review the expected fee for the audit and assure that the fee is fair to the organization and is compatible with a full, complete and professional audit. Make recommendations to the Board.

. Review the scope and approach of the annual audit, including the identification of business and financial risks and exposures, with the external auditor.

. Meet with the auditor and management, as needed, to resolve issues regarding financial reporting, and make recommendations to the Board for discussion and action.

. Any services provided by the external auditors, outside the scope of the annual audit of financial statements must be presented to the Committee for pre-approval.

. Ensure that the external auditors have the opportunity to meet with the Board to present the annual audit report and financial statements.

. At the completion of the annual audit examination, review with management and the external auditors the following:

a. The organization’s annual financial statements and related footnotes.

b. The external auditor’s audit of the financial statements and the auditor’s report thereon.

c. Judgments about the quality, not just the acceptability of accounting principles and the clarity of the financial disclosure practices used or proposed to be used, and particularly the degree of aggressiveness or conservatism of accounting principles and underlying estimates.

d. Any significant changes in scope required in the external auditor’s plan.

e. Any serious difficulties or disputes with management encountered during the course of the audit.

. Conduct an executive session if necessary to allow the Committee to meet privately with the auditor.

. Review all significant financial communications to external parties (e.g., public, press, lenders, creditors and regulators), ensuring they are prepared

Page 4 of 6 in accordance with generally accepted accounting principles and fairly represent the financial condition of ECH.

. Review and recommend for approval by the Board the audit firm’s annual engagement proposal and review the independent auditor’s performance.

Independence of the External Auditor It is the Committee’s responsibility to confirm the independence of the external auditor on an annual basis through a written statement. The statement shall confirm their independence and address services or relationships that may impact independence. The lead and concurring partner on the audit engagement team may not serve for more than five years unless special circumstances exist and with the approval of the Board. Members of the external audit team are prohibited from employment at ECH in a financial role within one year of leaving the external audit firm.

Committee Effectiveness The Committee is responsible for establishing its annual goals, objectives and workplan in alignment with the Board and Hospital’s strategic goals. The Committee shall be focused on continuous improvement with regard to its processes, procedures, materials, and meetings, and other functions to enhance its contribution to the full Board.

Meetings and actions of all committees of the Board shall be governed by, and held and taken in accordance with, the provisions of Article VI of the Bylaws, concerning meetings and actions of directors. Special meetings of committees may also be called by resolution of the Board. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the Committee. Notice of any special meetings of the Committee requires a 24 hour notice.

Approved as Revised – June 11, 2014

Page 5 of 6 Appendix

Definition of Independent Director – Compensation and Internal Audit Committee (Approved on 02/10/10)

1. An independent director is a more limited and narrow classification of director than otherwise required by law and is not meant to expand or limit the definition of interested director for purposes of the El Camino Hospital Conflict of Interest Policy or to expand or reduce the scope of any legal duty or otherwise applicable legal obligation of a director. The Board of Directors, by separate resolution, may determine to limit membership on particular committees to independent directors to avoid even the appearance of a conflict of interest.

2. A member of the Board of Directors of El Camino Hospital shall be deemed to be an independent director so long as such director (and any spouse, sibling, parent, son or daughter, son- or daughter-in-law or grandparent or descendant of the director):

i. has not, within the preceding twelve (12) months, received payments from El Camino Hospital, a subsidiary or affiliate of El Camino Hospital in excess of Ten Thousand Dollars ($10,000), excluding reimbursement of expenses or other permitted payments to a director related to service as a director;

ii. does not own an interest in an entity, or serve as a Board member or executive of an entity, that is a direct competitor of El Camino Hospital (or an entity controlling, controlled by or under common control with El Camino Hospital) for patients or services, located within ten (10) miles of El Camino Hospital (or an entity controlling, controlled by or under common control with El Camino Hospital). An entity is not a direct competitor if it provides competing services in the above area that do not exceed ten percent (10%) of such entity’s revenues.

3. If a director is an owner of an entity, then the amount received from El Camino Hospital during any period shall be determined by multiplying the percentage ownership interest of the director in such entity by the total amount paid by El Camino Hospital to such entity during such period.

4. Each director appointed to the Compensation Committee and the Compliance and Internal Audit Committee shall be, at the time of appointment and while a member of such Committee, an independent director as defined above.

5. Note: Other laws may prohibit certain contracts or interests in their entirety and this definition is not intended to narrow or otherwise limit the application of any such law.

Approved as Revised – June 11, 2014

Page 6 of 6 Separator Page

Att 15d.3 - DRAFT REVISED Executive Compensation Committee Charter10.29.14.doc

DRAFT REVISED 10.29.14 Executive Compensation Committee Charter

Purpose The purpose of the Executive Compensation Committee (“Compensation Committee”) is to assist the El Camino Hospital (ECH) Hospital Board of Directors (“Board”) in its responsibilities related to the Hospital’s executive compensation philosophy and policies. The Compensation Committee shall advise the Board to meet all applicable legal and regulatory requirements as it relates to executive compensation.

Authority All governing authority for ECH resides with the Hospital Board except that which may be lawfully delegated to a specific Board committee. The Committee will report to the full Board at the next scheduled meeting any action or recommendation taken within the Committee’s authority. The Committee has the authority to select, recommend engagement of, and supervise any consultant hired by the Board to advise the Board or Committee on executive compensation issues. In addition, the Committee, by resolution, may adopt a temporary advisory committee (ad hoc) of less than a quorum of the members of the Committee. The resolution shall state the total number of members, the number of board members to be appointed, and the specific task or assignment to be considered by the advisory committee.

Membership The Executive Compensation Committee shall be comprised of two (2) or more Hospital Board members. The Committee may also include 2-4 external (non-director) members with knowledge of executive compensation practices, executive leadership or corporate human resource management. The Hospital Board may designate up to two Hospital Board members to serve as alternate Committee members. Alternate Committee members shall serve as full members of the Committee when their attendance is permitted. If there are two alternates, meeting attendance will rotate with assignments made by the Committee Chair upon appointment or reappointment. If an alternate or Hospital Board member is unable to attend any Committee meeting, the unassigned alternate Committee member may attend any Committee meeting so long as the number of Hospital Board members in attendance is less than five. . Compensation consultants may be retained as appropriate and participate as directed.

. The Chair of the Committee shall be a Hospital Board director who shall be appointed by the Board Chair, subject to approval by the Board. All members of the Committee shall be eligible to serve as Chair of the Committee.

Page 1 of 4

. All Committee members shall be appointed by the Board Chair, subject to approval by the Board, for a term of one year expiring on June 30th each year, renewable annually.

. It shall be within the discretion of the Chair of the Committee to appoint a Vice-Chair from among the members of the Committee. If the Chair of the Committee is not a Hospital Board member, the Vice-Chair must be a Hospital Board member.

. All members of the Committee must be independent directors with no conflict of interest regarding compensation or benefits for the executives whose compensation is reviewed and recommended by the Committee. Should there be a potential conflict, the determination regarding independence shall follow the criteria approved by the Board and as per the Independent Director Policy.

Staff Support and Participation The CHRO shall serve as the primary staff support to the Committee and is responsible for drafting the committee meeting agenda for the Committee Chair’s consideration. The CEO, and other staff members as appropriate, may serve as a non-voting liaison to the Committee and may attend meetings at the discretion of the Committee Chair. These individuals shall be recused when the Committee is reviewing his/her compensation.

General Responsibilities The Committee is responsible for recommending to the full Board policies, processes and procedures related to executive compensation philosophy, operating performance against standards, and succession planning.

Specific Duties The specific duties of the Executive Compensation Committee include the following:

A. Executive Compensation . Develop a compensation philosophy that clearly explains the guiding principles on which executive pay decisions are based. Recommend the philosophy for approval by the Board.

. Develop executive compensation policies to be approved by the Board.

. Review and maintain an executive compensation and benefit program consistent with the executive compensation policies, which have been approved by the Board. Recommend any material changes in the program for approval by the Board.

. Review the CEO’s salary range, performance incentive program, benefits, perquisites, and contractual terms. Recommend to the Board any salary changes and/or any performance incentive payouts based on the Committee’s evaluation of the CEO’s performance.

Page 2 of 4

. Review the CEO’s recommendations regarding salary and performance incentive payouts for the upcoming year for the executives whose compensation is subject to review by the Committee based on the CEO and Committee’s evaluation of the executive’s performance. Recommend to the Board any salary changes and/or any performance incentive payouts based on the Committee and CEO’s evaluation of the executive’s performance.

. Periodically evaluate the executive compensation program, including the charter, policies, and philosophy on which it is based, to assess its effectiveness in meeting the Hospital’s needs for recruiting, retaining, developing, and motivating qualified leaders.

. Periodically review the total value, cost and reasonableness of severance and benefits for executives.

. Annually review and present for Board acceptance the letter of rebuttable presumption of reasonableness.

. Review market analysis and recommendation of the Committee’s independent executive compensation consultant.

. Establish salary ranges for each executive and recommend placement in the range for the CEO and those executives eligible for the plan to the Board.

B. Performance Goals and Evaluation . Review and provide input into the CEO’s recommendations regarding annual organization goals and measures used in the Executive Performance Incentive Plan. Recommend organizational performance incentive goals for approval by the Board.

. Provide input into establishing the CEO’s annual individual performance incentive goals to execute the Hospital’s strategic plan. Recommend the CEO’s individual annual goals and measures for approval by the Board.

. Provide input into establishing the executive team’s annual performance incentive goals to execute the Hospital’s strategic plan. Recommend the annual goals and measures for approval by the Board.

. Develop the CEO evaluation process in collaboration with the CEO.

C. Executive Succession and Development . Review annually the CEO’s own succession plan, including a leadership and professional development plan based on the previous year’s performance evaluation.

. Review annually the CEO’s succession plan for the executive team members, which shall include the process by which potential executives are identified and developed.

Committee Effectiveness

Page 3 of 4

Meetings and actions of all advisory committees of the Board shall be governed by, and held and taken in accordance with, the provisions of Article VI of the Bylaws, concerning meetings and actions of directors. Special meetings of advisory committees may also be called by resolution of the Board and the Committee Chair. Notice of any special meetings of the Committee requires a 24 hour notice.

Approved as Revised on June 11, 2014.

Page 4 of 4

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Att 15d.4 - DRAFT REVISED Finance Committee Charter 10.29.14.doc

DRAFT REVISED 10.29.14

Finance Committee Charter

Purpose The purpose of the Finance Committee (the “Committee”) is to provide oversight, information sharing and financial reviews related to operating and capital budgeting, financial planning, financial reporting, capital structure, banking relationships and certain contractual agreements for El Camino Hospital (ECH) Board of Directors (“Board”). In carrying out its review, advisory and oversight responsibilities, the Committee shall remain flexible in order to best define financial strategies that react to changing conditions.

Authority All governing authority for ECH resides with the Board and the Committee serves as an advisory body only. The Committee will report to the Board at the next scheduled meeting any recommendation made within the Committee’s authority. The Committee has the authority to select, engage, and supervise any consultant it deems necessary to advise the Committee on issues related to its responsibilities. In addition, the Committee, by resolution, may adopt a temporary advisory committee (ad hoc) of less than a quorum of the members of the Committee. The resolution shall state the total number of members, the number of board members to be appointed, and the specific task or assignment to be considered by the advisory committee.

Voting members of the Committee shall include the directors assigned to the Committee and external (non-director) members appointed to the Committee.

Membership . The Committee shall be comprised of two (2) or more Hospital Board members. The Chair of the Committee shall be a Hospital Board director who shall be appointed by the Board Chair, subject to approval by the Board. All members of the Committee shall be eligible to serve as Chair of the Committee.

. The Finance Committee may also include 2-3 external (non-Hospital Board member) members with expertise which is relevant to the Committee’s areas of responsibility, such as banking, financial management, planning and real estate development, etc.

. All Committee members shall be appointed by the Board Chair, subject to approval by the Board, for a term of one year expiring on June 30th each year, renewable annually.

Page 1 of 5 . It shall be within the discretion of the Chair of the Committee to appoint a Vice-Chair from among the members of the Committee. If the Chair of the Committee is not a Hospital Board member, the Vice-Chair must be a Hospital Board member.

Staff Support and Participation The CFO shall serve as the primary staff support to the Committee and is responsible for drafting the Committee meeting agenda for the Committee Chair’s consideration. Additional members of the executive team may participate in the Committee meetings as deemed necessary.

General Responsibilities The Committee’s primary role is to provide oversight and to advise the management team and the Board on matters brought to this Committee. With input from the Committee, the management team shall develop dashboard metrics that will be used to measure and track financial performance for the Committee’s review. It is the management team’s responsibility to develop and provide the Committee with reports, plans, assessments, and other pertinent materials to inform, educate, and update the Committee, thereby allowing Committee members to engage in meaningful, data-driven discussions. Upon careful review and discussion and with input from management, the Committee shall then make recommendations to the Board. The Committee is responsible for ensuring that performance metrics which are not being met to the Board’s expectations are reported to the Board.

Specific Duties The specific duties of the Committee are: A. Budgeting . Review the annual operating and capital budgets for alignment with the mission and vision of ECH and make recommendations to the Board.

. Review any financial requests in excess of the CEO’s signing authority and make recommendations to the Board.

. Review ECH’s long-range forecasts and financial plans and make recommendations to management regarding steps advisable to improve ECH’s financial strength.

B. Financial Reporting . Review each accounting period’s financial statements and ensure the Board is advised of any necessary corrective actions.

. Obtain a clear understanding of ECH’s financial reporting process by reviewing the hospital’s dashboard items and periodic financial reports and advise

Page 2 of 5 management on how to improve its financial reporting in order to improve accountability and ease of reading and understanding.

C. Financial Planning and Forecasting . Annually, review and evaluate ECH’s payor contracts that generate net revenues in excess of $30m and make recommendations to management regarding contracting strategy. The Committee shall review management’s assessment of expected results as well as potential risks related to the payor contracts.

. Evaluate the financial implications of emerging payment processes and provide advice to management regarding associated risk management concerns.

. Evaluate financial planning and forecasting to help ensure it remains in alignment with the mission and strategic direction of ECH.

. Evaluate and make recommendations to the Board regarding any proposed changes in corporate structure.

D. Treasury, Pension Plans & Contracting Concerns . Review and make recommendations to the Board regarding all new debt issuances and derivative instruments in excess of $1m.

. Monitor compliance with debt covenants and evaluate ECH’s capital structure.

. Review and make recommendations to the Board regarding changes in banking relationships, including, without limitation, depository accounts, investment accounts and major credit facilities. The term “major credit facilities” does not include management-approved trade credit facilities offered in the ordinary course of business by vendors to the hospital. The Committee may recommend delegation of approval authority for specified changes to the CFO, but must maintain reporting and oversight of any such changes.

. Review and make recommendations to the Board regarding proposed changes to employee retirement plans, excluding changes to investments within those plans.

. Review and make recommendations to the Board regarding contractual agreements with persons considered to be “insiders” under IRS regulations, and those which are in excess of the CEO’s signing authority.

E. Capital and Program Analysis . Review and make recommendations to the Board with respect to the business plans of all capital items or proposed business ventures in excess of the CEO’s signing authority, and all variances to budget in excess of the CEO’s signing authority on projects in process.

Page 3 of 5 . Review retrospective analyses of all strategic business ventures and all strategic capital expenditures in excess of $1 million, as presented by management or as per the review schedule set forth by the Committee, to assess the reasonableness of business plans that were developed at the time of original approval and to promote learning as a result of any identified issues or concerns.

. Review and approve the acquisition or disposition of any real property which is in excess of the CEO’s signing authority.

F. Financial Policies . Review and recommend approval of any Board-level financial policies, excluding any financial policies for which responsibility has been specifically assigned to another Board Committee.

G. Ongoing Education . Endorse and encourage Committee education and dialog relative to emerging healthcare issues that will impact the viability and strategic direction of ECH.

H. Management Partnership . Work in partnership with the CFO and other hospital executives to assist in the development of financial policies which will help ensure organizational success.

. Provide ongoing counsel to the CFO regarding areas of opportunity for either personal or organizational improvement, and annually provide a written evaluation of the committee’s perceptions of the CFO’s performance to the CEO.

Committee Effectiveness The Committee is responsible for establishing its annual goals, objectives and workplan in alignment with the Board and ECH’s strategic goals. The Committee strives for continuous improvement with regard to its processes, procedures, materials, and meetings, and other functions to enhance its contribution to the Board.

Meetings and Minutes The Committee shall meet at least once per quarter. The Committee Chair shall determine the frequency of meetings based on the Committee’s annual goals and work plan and the operational requirements of the organization. Minutes shall be kept by the assigned staff and shall be delivered to all members of the Committee when the agenda for the subsequent meeting is delivered. The approved minutes shall be forwarded to the Board for review and approval.

Meetings and actions of the advisory committees of the Board shall be governed by, and held and taken in accordance with, the provisions of Article VI of the Bylaws. Special meetings of the committees may also be called by resolution of the Board or the Committee Chair. Notice of special meetings of the advisory committees shall also be given to any and all alternate members,

Page 4 of 5 who shall have the right to attend all meetings of the Committee. Notice of any special meetings of the Committee requires a 24 hour notice.

Approved as Revised June 11, 2014

Page 5 of 5 Separator Page

Att 15d.5 - DRAFT REVISED Investment Committee Charter 10.29.14.docx

DRAFT REVISED 10.29.14

Investment Committee Charter

Purpose The purpose of the Investment Committee is to develop and recommend to the El Camino Hospital (ECH) Board of Directors (“Board”) the organization’s investment policies, maintain current knowledge of the management and investment of the invested funds of the hospital and its pension plan(s), provide guidance to management in its investment management role, and provide oversight of the allocation of the investment assets.

Authority

All governing authority for ECH resides with the Hospital Board except that which may be lawfully delegated to a specific Board committee or subcommittee. All of the recommendations of the Committee flow to the El Camino Hospital Board for action. Reports of the Committee will be provided to the subsequently scheduled Board meeting. The Committee has the authority to recommend one or more investment managers for the hospital, monitor the performance of such investment managers, and monitor adherence to the investment policies of the hospital.

Voting members of the Committee shall include the directors assigned to the Committee and external (non-director) members appointed to the Committee.

The Committee, by resolution, may adopt a temporary advisory committee (ad hoc) of less than a quorum of the members of the Committee. The resolution shall state the total number of members, the number of board members to be appointed, and the specific task or assignment to be considered by the advisory committee.

Membership

The Investment Committee shall be comprised of no more than five (5) members, at least 2 of whom shall be Hospital Board members. The Chair of the Committee shall be a Hospital Board director who shall be appointed by the Board Chair, subject to approval by the Board. All members of the Committee shall be eligible to serve as Chair of the Committee.

The Committee may also include 2-3 external (non-director) members with expertise in areas such as finance, banking, and investment management.

All Committee members shall be appointed by the Board Chair, subject to approval by the Board, for a term of one year expiring on June 30th each year, renewable annually.

Page 1 of 3 It shall be within the discretion of the Chair of the Committee to appoint a Vice-Chair from among the members of the Committee. If the Chair of the Committee is not a Hospital Board member, the Vice-Chair must be a Hospital Board member. All members of the Committee must be independent with no conflict of interest regarding hospital investments. Should there be a potential conflict, the determination regarding independence shall follow the criteria approved by the Board.

Staff Support and Participation

The CFO shall serve as the primary staff support to the Committee and is responsible for drafting the Committee meeting agenda for the Committee Chair’s consideration. Additional members of the management team may participate in the Committee meetings as deemed necessary.

General Responsibilities The Committee’s primary role is to provide oversight and to advise the management team and the Board on matters pertaining to this Committee. With input from the Committee, the management team shall work with its investment advisor(s) to develop dashboard metrics that will be used to measure and track investment performance for the Committee’s review and subsequent approval by the Board. It is the management team’s responsibility to develop and provide the Committee with reports, plans, assessments, and other pertinent materials to inform, educate, and update the Committee, thereby allowing Committee members to engage in meaningful, data-driven discussions. The Committee is responsible for ensuring that performance metrics are being met to the Board’s expectations and that the Board is apprised of any deviations therefrom.

Specific Duties The specific duties of the Investment Committee include the following: A. Investment . Review and recommend for approval by the Board the investment policies for corporate assets and Cash Balance Plan assets.

. Review and make recommendations to the Board regarding the selection of an independent investment advisor. The Board will appoint the investment advisor, and management, in consultation with the Committee, will appoint the investment managers.

. Monitor the performance of the investment managers through reports from the independent investment advisor, and make recommendations for change when appropriate.

. Monitor investment allocations and make recommendations to the Board if assets are managed inconsistently with approved investment policies.

Page 2 of 3 . Monitor the financial stability and safety of the institutions which have custody of the Hospital’s assets, and make recommendations for change when appropriate.

. Monitor the investment performance of the specific investment vehicles made available to employees through their 403(b) Retirement Plan.

. Review recommendations from the Retirement Plan Administrative Committee (RPAC) regarding the selection of an independent investment advisor for the employees’ 403(b) Retirement Plan and make recommendations to the Board. The Board will appoint the investment advisor, and the RPAC will monitor, select, and replace the Core investment choices.

B. Ongoing Education . Endorse and encourage Investment Committee education and dialog relative to the work of the Committee.

Committee Effectiveness The Committee is responsible for establishing its annual goals, objectives and work plan in alignment with the Board and Hospital’s strategic goals. The Committee shall be focused on continuous improvement with regard to its processes, procedures, materials, and meetings, and other functions to enhance its contribution to the full Board.

Meetings and Minutes The Committee shall meet at least once per quarter. The Committee Chair, in collaboration with hospital management, shall determine the frequency of meetings based on the Committee’s annual goals and work plan, and the operating needs of the organization. Minutes shall be kept by the assigned staff and shall be delivered to all members of the Committee. Minutes may be approved via email by unanimous consent of those attending the meeting, or by majority vote at regular meetings, as determined by the Committee Chair. The approved minutes shall be forwarded to the Board for review and approval.

Meetings and actions of all advisory committees of the Board shall be governed by, and held and taken in accordance with, the provisions of Article VI of the Bylaws, concerning meetings and actions of directors. Special meetings of committees may also be called by resolution of the Board or by the Committee Chair. Notice of special meetings of advisory committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the Committee. Notice of any special meetings of the Committee requires a 24 hour notice.

Approved as Revised: October 8, 2014

Page 3 of 3 Separator Page

Att 15d.6 - DRAFT REVISED Quality Committee Charter 10.29.14.docx

DRAFT REVISED 10.29.14 Quality, Patient Care and Patient Experience Committee Charter Purpose The purpose of the Qquality, Patient Care and Patient Experience (“Quality Committee”) committee is to advise and assist the El Camino Hospital Board of directors in constantly enhancing and enabling a culture of quality and safety at ECH. The committee will work to ensure that the staff, medical staff and management team are aligned in operationalizing the tenets described in the El Camino strategic plan related to delivering high quality healthcare to the patients that we serve. High quality care is defined as care that is:

 Culture of safety that mitigates risk and utilizes best practice risk prevention strategies  Patient-centered  Delivered in an efficient and effective manner  Timely  Delivered in an equitable, unbiased manner

The organization will measure the degree to which we have achieved high quality healthcare using the CMS value based purchasing program among other measures.

Authority All governing authority for ECH resides with the Hospital Board except that which may be lawfully delegated to a specific Board committee. The Committee will report to the full Board at the next scheduled meeting any action or recommendation taken within the Committee’s authority. In addition, the Committee has the authority to select, recommend engagement, and supervise any consultant hired by the Board to advise the Board or Committee on issues related to clinical quality, safety, patient care and experience, risk prevention/risk management and quality improvement. Voting members of the Committee shall include the directors assigned to the Committee and external (non-director) members appointed to the Committee. The Committee, by resolution, may adopt a temporary advisory committee (ad hoc) of less than a quorum of the members of the Committee. The resolution shall state the total number of members, the number of board members to be appointed, and the specific task or assignment to be considered by the advisory committee.

Membership  The Quality Committee shall be comprised of two (2) or more Hospital Board members. The Chair of the Committee shall be a Hospital board director who shall be appointed by the Board Chair, subject to approval by the Board. All members of the Committee shall be eligible to serve as Chair of the Committee.  The Quality Committee may also include no more than nine (9) external (non-director) members who possess knowledge and expertise in assessing quality indicators, quality processes (e.g., LEAN), patient safety, care integration or medical staff matters, and members who have previously held executive positions in other hospital institutions (e.g., CNO, CMO, HR). Approval of the full Board is required if more than nine external members are recommended to serve on this committee.  All Committee members shall be appointed by the Board Chair, subject to approval by the Board, for a term of one year expiring on June 30th each year, renewable annually.  It shall be within the discretion of the Chair of the Committee to appoint a Vice-Chair from among the members of the Committee. If the Chair of the Committee is not a Hospital Board member, the Vice-Chair of the Committee shall be a Hospital Board member.

Staff Support and Participation The CMO shall serve as the primary staff support to the Committee and is responsible for drafting the committee meeting agenda for the Committee Chair’s consideration. Additional clinical representatives as well as senior members of the ECH staff may participate in the Committee meetings upon the recommendation of the CMO and subsequent approval from both the CEO and Committee Chair. These may include the Chiefs/Vice Chiefs of the Medical Staff.

General Responsibilities The Committee’s primary role is to develop a deep understanding of the organizational strategic plan, the quality plan and associated risk management/prevention and performance improvement strategies and to advise the management team and the Board on these matters. With input from the Committee and other key stakeholders, the management team shall develop dashboard metrics that will be used to measure and track quality of care and outcomes, and patient satisfaction for the Committee’s review and subsequent approval by the Board. It is the management team’s responsibility to develop and provide the Committee with reports, plans, assessments, and other pertinent materials to inform, educate, and update the Committee, thereby allowing Committee members to engage in meaningful, data-driven discussions. Upon careful review and discussion and with input from management, the Committee shall then make recommendations to the Board. The Committee is responsible for:  Ensuring that performance metrics meet the Board’s expectations

 Align those metrics and associated process improvements to the strategic plan and organizational goals and quality plan

 Ensuring that communication to the board and external constituents is well executed.

Specific Duties The specific duties of the Quality Committee include the following:  Oversee management’s development of a multi-year strategic quality plan (PaCT) to benchmark progress using a dashboard  Oversee management’s development of Hospital’s goals encompassing the measurement and improvement of safety, risk, efficiency, patient-centeredness, patient satisfaction, and the scope of continuum of care services  Review reports related to ECH-wide quality and patient safety initiatives in order to monitor and oversee the quality of patient care and service provided. Reports will be provided in the following areas: a. ECH-wide performance regarding the quality care initiatives and goals highlighted in the strategic plan b. ECH-wide patient safety goals and hospital performance relative to patient safety targets c. ECH-wide patient safety surveys (including the culture of safety survey), sentinel event and red alert reports and risk management reports d. ECH-wide LEAN management activities and cultural transformation work e. ECH-wide patient satisfaction and patient experience surveys  Ensure the organization demonstrates proficiency through full compliance with regulatory requirements, to include, but not be limited to, The Joint Commission (TJC), Department of Health and Human Services, and Office of Civil Rights  In cooperation with the Compliance Committee, review results of regulatory and accrediting body reviews and monitor compliance and any relevant corrective actions with accreditation and licensing requirements  Review sentinel events and red alerts as per the hospital and board policy  Oversee organizational performance improvement for both hospital and medical staff activities and ensure that tactics and plans, including large-scale IT projects that target clinical needs, are appropriate and move the organization forward with respect to objectives described in the strategic plan  Ensure that ECH scope of service and community activities and resources are responsive to community need. Committee Effectiveness

The Committee is responsible for establishing its annual goals, objectives and work plan in alignment with the Board and Hospital’s strategic goals. The Committee shall be focused on continuous improvement with regard to its processes, procedures, materials, and meetings, and other functions to enhance its contribution to the full Board. Committee members shall be responsible for keeping themselves up to date with respect to drivers of change in healthcare and their impact on quality activities and plans. Annually, the committee should do a self-evaluation to determine the degree to which we have achieved our specific objectives related to quality of care.

Meetings and Minutes The Committee shall meet at least once per quarter. The Committee Chair shall determine the frequency of meetings based on the Committee’s annual goals and work plan. Minutes shall be kept by the assigned staff and shall be delivered to all members of the Committee when the agenda for the subsequent meeting is delivered. The approved minutes shall be forwarded to the Board for review and approval. Meetings and actions of all committees of the Board shall be governed by, and held and taken in accordance with, the provisions of Article VI of the Bylaws, concerning meetings and actions of directors. Special meetings of committees may also be called by resolution of the Board and the Committee Chair. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the Committee. Notice of any special meetings of the Committee requires a 24 hour notice.

Approved as Revised: June 11, 2014

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Att 15e- Passport_Communications_ Ten Step_ 11032014.doc

Date: November 12, 2014 To: Board of Directors From: Iftikhar Hussain, Chief Financial Officer Mick Zdeblick, Chief Operations Officer Re: Passport Communications Solutions Request

Authority:

The Executive Leadership Team is seeking authorization to enter into a multi-year contract with Passport Communications (Passport) in order to replace four current vendors with a single vendor who is able to meet the iCare project requirements.

Recommendation:

Authorize the CEO to enter into a multi-year contract with Passport for the delivery of multiple services to Patient Financial Services (PFS).

Problem/Opportunity:

Currently ECH contracts with four vendors who provide disparate services to ECH. These services are:

 Credit Card processing and web portal payment services for PFS (Simplee)  Patient Insurance Eligibility Verification services (Relay Health)  Patient Financial Assistance Screening / Propensity to Pay (Paro)  Statement Processing for Senior Health Center (Group One)

These four vendors may be replaced by Passport who will provide credit card processing, insurance eligibility verification, financial assistance screening, propensity to pay and statement mailing services.

In addition Passport will provide services not currently provided to ECH. These services include:

 iCare patient price estimator functionality requires sufficient historical data in order to provide accurate patient price estimates. Collecting sufficient data to provide accurate price estimates will require 6 to 12 months. During this 6 to 12 month period Passport’s patient price estimator service will be used to provide patient estimates.  Demographic data verification will verify a patient’s address and notify registration staff of suspected errors. The registration staff will be able to promptly verify and correct errors with the patient present. This will reduce time required to follow-up on misdirected mail.  Payor responses to patient insurance eligibility queries are not standardized. Building payors response in iCare requires significant time. Passport will standardize eligibility responses for approximately 300 payors, reducing the time required to build and maintain individual payor responses to eligibility queries.  Passport will provide integrated Propensity-to-Pay information allowing PFS to prioritize payment follow-up and collection processes based on the likelihood of receiving payment.  Passport will provide integrated credit card processing services to iCare. This will allow registration staff to accept co-pay and other payments during patient registration. Passport will also integrate with Epic’s MyChart online web portal, thereby consolidating payment services and other patient data into a single web portal.

Process Description:

PFS staff evaluated prospective vendors from April 2014 through July 2014. Among other things, the team took into consideration operational and reliability problems with the existing vendors. Consideration was also given to vendors with Epic integration experience and the ability to meet all iCare project timelines. The goal was to find a single vendor who could provide all of the required services. Board approval is required prior to Finance Committee review in order to avoid delay in the iCare project.

Alternative Solutions:

Consideration was given to maintaining the current vendors for each service. This alternative was deemed not desirable since some existing vendors are not able to meet the iCare requirements, such as Epic integration. Using multiple vendors would require interfaces be developed and maintained for each vendor. In addition, contracting with a single vendor would result in discounts reducing overall costs.

PFS engaged in a vendor selection process whereby the PFS team considered other vendors and determined Passport was the clear leader who could replace existing services; meet the requirements of the iCare project and reduce costs.

Outcome Measures/Deadlines:

• Migrate McKesson Star from Relay Health eligibility verification service to Passport eligibility verification service by March 2015. Terminate the Relay Health eligibility verification service contract.

• Simplee, Group One and Paro services will be terminated after the iCare go- live in November 2015.

Passport Communications Solutions Request Page 2

Costs/Budget:

The estimated total capital cost of this project not to exceed $125,100. The operating cost is estimated to be $460,000 per year.

Current contracts (i.e., Relay Health, Simplee, Paro and Group One) that will be terminated as a result of moving to Passport total $655,000 per year.

Overall annual savings of moving to Passport are estimated to be $195,000.

All costs are budgeted.

Legal Review:

Counsel has reviewed this proposal and has no objections. They are prepared to participate in contract negotiations.

Compliance Review:

No objections at this time.

Financial Review:

As described in the cost section above, the capital cost is $125,000 and the annual operating savings are $195,000

Request:

The El Camino Hospital Board of Directors authorizes the CEO to enter into a multi-year contract with Passport Communications for the implementation of iCare Patient Financial Services related solutions with a total cost of the project not to exceed $1,505,100.

Passport Communications Solutions Request Page 3

Separator Page

Att 15f - Appointment of New Quality Committee Members.pdf

DATE: ECH Board of Directors November 12, 2014

TO: El Camino Hospital Board of Directors

FROM: Cindy Murphy, Board Liaison

SUBJECT: Proposed Quality, Patient Care and Patient Experience Committee (“Quality Committee”) Member Appointments

ACTION: Possible Motion: That the Board approves the Quality Committee’s Recommendation to appoint Nancy Carragee and Mikele Bunce as members of the Quality Committee (pending completion of reference confirmation).

At its October 7, 2014 meeting, the Quality Committee as well as Dr. Eric Pifer, CMO, interviewed three of the candidates that the search firm presented.

At its October 27, 2014 meeting, the Quality Committee voted to recommend that the Board appoint Nancy Carragee and Mikele Bunce as members of the Board’s Quality Committee for a term expiring on June 30, 2015 (pending completion of reference confirmation). Both candidates confirmed that, if the Board appoints them, they will accept the appointment. The candidate resumes are attached.

Updated 0/2/28/13 1

Separator Page

Att 15f.2 - BunceResume.pdf MIKELE M. BUNCE, MPH, PhD, FACHE 2837 Laguna St. San Francisco, CA 94123 (650) 384-5908 E-mail: [email protected]

EXPERIENCE:

10/13 – present Genentech, Inc. Lead, Quality of Care  Determine strategy for how a biotechnology / pharmaceutical organization can play an influential role in shaping a sustainable, patient-centric healthcare system  Set cross-therapeutic organizational strategy, direction, objectives, plans, data, budget, and resources for innovation, effective, and efficient execution of initiatives aimed at improving the quality of patient care  Implement research studies and pilot interventions in conjunction with payers, provider organizations, vendors, and others to elucidate and elevate the patient’s voice to the level of evidence, improve care delivery systems, and create new therapies / processes to address unmet patient need  Support internal medical, commercial, product development, and governmental affairs teams in understanding how Genentech’s work impacts external quality improvement direction setting, quality measures, quality data / evidence, clinical decision making, and treatment of patients. Ensure that quality-related outcomes and factors of importance to patients are incorporated into clinical trial design to inform external creation of quality measures and clinical guidelines

5/11 – 5/13 Stanford Hospital & Clinics, Stanford, CA. Administrative Director, Quality, Effectiveness & Analytics  Provide leadership and direction for a department responsible for data collection, data analysis, and project management of inpatient and outpatient clinical performance improvement initiatives  Provide guidance and expertise related to overall strategy, external requirements, and industry best practices to position Stanford to succeed in the era of health reform (e.g. develop network-wide quality program, contribute to quality-related accountable care development, etc.)  Ensure high value of care is provided to the community through development of service line dashboards, creation of a structure to support quality improvement work, and implementation of a clinical effectiveness philosophy to focus on four functions: clinical appropriateness, patient- centeredness, clinical outcomes, and cost effective care delivery (cost savings of $15M in FY11 and $30M in FY12 while improving quality of care)

1/10 – 5/11 Scripps Health, San Diego, CA. Corporate Vice President, Quality  Along with the same duties listed below as Corporate Quality Executive, provide leadership and direction for reorganizing the system-wide quality infrastructure of ~100 FTE  Oversee system’s efforts to coordinate quality, patient safety, clinical risk management, infection control, clinical data analysis and reporting, and regulatory readiness  Participate as a member of the Scripps Executive Cabinet and the Scripps Operations Council where all major strategic and operational issues (e.g. Accountable Care Organization development, Scripps Cardiovascular Institute build, implementation of labor productivity improvement) are vetted and where the direction for the organization is set

10/08 – 1/10 Corporate Quality Executive  Along with same duties listed below as Director of Quality, create long term vision for quality program at Scripps and align projects and priorities with it  Facilitated standardization of processes and elimination of non-value added variation across inpatient and outpatient settings (e.g. standardized system-wide adoption of Universal Protocol policy and checklist)  Created structure to support rapid dissemination of information and adoption of best practices across all Scripps facilities  Developed master’s level performance improvement training program for executives, physicians, and staff and served as faculty for Scripps Leadership Essentials program  Coordinated efforts to improve the culture for quality / safety through Just Culture evaluation / adoption and response to AHRQ Patient Safety Culture survey results  Created and managed Scripps Health Patient Safety Alerts and Patient Safety Hotline  Ensured accountability for quality by chairing Quality Quarterly Operating Reviews for each site and by chairing the system-wide Joint Quality Leaders monthly meeting  Developed a value dashboard to quantify the level of quality for the cost of the care we provide

10/05 – 9/08 Director, Quality  Provided leadership and support for all system-wide efforts to ensure high quality patient satisfaction, patient safety, and clinical outcomes across five hospital campuses and 20 clinics  Created system’s three-year strategic plan, annual performance objectives, and operating plans for quality in conjunction with system Chief Medical Officer and site Chief Executive Officers  Created first detailed multi-year system plan for quality in conjunction with physicians, nurses and administrators across the system  Developed and conducted annual quality assessments for each Scripps hospital and for Scripps Clinic including educational information, current performance, and best practices in the areas of culture for quality, resources, patient satisfaction, patient safety, clinical outcomes and value  Ensured (and changed as needed) internal infrastructure to create accountability and responsibility for quality at all levels of the organization  Served as internal expert for quality-related industry news and trends and educated the Board, leadership, physicians and staff about how to be internally proactive to anticipate industry changes (e.g. pay-for-performance, public reporting)  Facilitated system-wide quality committees to improve standardization and adoption of best practices across the system (committees include: Risk Management, Regulatory/Accreditation, Patient Safety, Patient Satisfaction, Core Measures, Infectious Disease, Just Culture, etc.)  Created and expanded internal educational programs on performance improvement, change management, and team facilitation to improve staff competencies in these areas  Created internal survey (e.g. CMS, TJC) readiness team and conduct periodic “SWAT team” assessments at each facility  Created and managed corporate quality budget  Communicated internal quality efforts at Board Meetings & Retreats, Management Meetings, Physician Leadership Cabinet, Medical Executive Committee, New Leader Orientation, and New Employee Orientation  Created quality-related curriculum for New Employee Orientation and New Leader Orientation and provided consultation on curriculum for quality “Master’s Level” training program and ACT learning collaboratives focused on Plan-Do-Check-Act methodology  Created and organized annual Quality Summit and annual multi-disciplinary team based Quality Awards  Led efforts to assess and procure information systems to support quality care (e.g. electronic medical record, risk adjustment methodology, enterprise data warehouse)  Developed medical group contracts including incentive payment for quality indicator performance  Provide internal consulting to sites on an as need basis to assess a current quality-related problem and to help create a plan of improvement  Improved clinical data documentation and coding accuracy in conjunction with Health Information Services, Revenue Cycle, physicians and staff  Managed system-wide communications plan for quality  Managed relationship and contracts with public reporting organization (e.g. CHART, STS)  Created extensive intranet website for quality resources, tools, and news and assisted creation of quality internet site  Manage all patient satisfaction vendor logistics and system reports

3/02 – 9/05 Sinaiko Healthcare Consulting, Los Angeles, CA. 7/04 – 9/05 Senior Consultant  Developed a new service line for Quality Services Management, which includes designing system- wide or problem specific quality programs and/or solutions, assisting provider organizations with the development and implementation of pay-for-performance systems, auditing claims in order to assess accuracy with quality indicator reporting, and assisting with Joint Commission Performance Improvement standards and Core Measure compliance for provider organizations  Designed a work plan and implemented a care management and quality services program for the provision of case management and emergency services between a large academic hospital and a medical group  Performed fair market valuations for over 30 Professional Services Agreements for care management, physician clinical services, and/or physician administrative services  Provided comprehensive operations and professional fee billing consulting, which consisted of on- site assessments and redesign of policies, procedures, and operations to ensure that all aspects and elements of healthcare processes are efficient, effective, and compliant for a large, exclusive staff model HMO  Conducted business planning impact analyses for two medical groups based upon lost practice revenue due to relationships with hospitals and the resulting lack of ancillary revenue, teaching obligations, and outreach obligations  Managed expert analysis involving assessment of contracts, medical records, and billing documents for litigation support in three multi-million dollar cases between insurance companies and hospitals

3/02 – 6/04 Consultant  Developed a new service line for compliance with the Health Insurance Portability and Accountability Act (HIPAA) Privacy Regulations, which includes education/training, site assessments, policy/form development and implementation, and post implementation review  Conducted a due diligence audit for a $400 million acquisition of dialysis facilities  Participated in the development of a managed care contracting strategy for a large health system  Determined a new cost allocation methodology for a children’s hospital  Assisted in legislation lobbying efforts by analyzing the economic impact of a new Workers’ Compensation Fee Schedule  Performed a facility outpatient charge capture analysis for 25 clinical areas at a large academic medical center, which involved operational and billing assessments and redesign  Co-wrote a business plan that was used to develop a medical coding company  Redesigned the charge master for various hospital departments  Conducted ongoing billing and fraud audits for an Independent Diagnostic Testing Facility  Conducted a reimbursement impact analysis for a physician reorganization at a large hospital  Prepared a cost report for potential FQHC (Federally Qualified Health Center) designation

11/01-2/02 Cedars Sinai Comprehensive Cancer Center (CSCCC), Los Angeles, CA. Marketing / Business Development / Strategic Planning Department Intern  Prepared a market analysis of CSCCC competitors and trended/analyzed CSCCC cancer data for the 2002 strategic plan  Conducted annual physician satisfaction survey and evaluated the results  Updated and enhanced the Cancer Center website and aided in the revision of the Cedars Sinai Health Systems website

7/99-7/01 University of California at San Francisco (UCSF) Medical Center, San Francisco, CA. 1/01-7/01 Joint Commission Planning / Performance Improvement Analyst  Assisted in the completion of the applications for both the hospital-wide Joint Commission for Accreditation of Healthcare Organizations (TJC) survey and the TJC lab survey  Aided organizational preparation for the on-site TJC survey and manned the internal TJC Command Center during the week of the survey. Prepared minutes and action-item lists for all pre- survey meetings and activities  Served as administrative analyst to several working committees including Quality Improvement Executive Committee  Compiled information on and implemented an on-line system for physician and resident competencies  Analyzed (SPSS, MS Access, MS Excel), organized, and presented (MS PowerPoint) data on various other Nursing Administration/Education and Performance Improvement related projects (e.g. restraint usage; RN training program analysis, nurse staffing ratios, discharge coding, discharge satisfaction, etc.)

10/00-1/01 Cancer Center Consultant  Coordinated the American College of Surgeons survey of UCSF’s Comprehensive Cancer Center  Researched and prepared documentation that the Cancer Center meets multiple standards of patient care  Assisted in the Cancer Center’s preparation for the TJC survey

7/99-9/00 Cancer Registry Consultant  Performed data manipulation and analysis for research projects and publications on multiple facets of cancer information  Cleansed data fields on 100,000+ patients for a database merger  Assisted in the development of fiscal years 1999-2001 Cancer Registry budgets, and preformed monthly analysis of budget vs. actual spending reports  Supervised the Cancer Registry Department at the UCSF Medical Center campus, and served as a liaison to the Cancer Registry manager at the UCSF/Mount Zion site

3/99-6/99 Palo Alto Medical Foundation, Palo Alto, CA. Quality Data Coordinator  Administered an AMGA survey on patient satisfaction in the four Bay Area clinic sites. Collected and evaluated the data  Conducted a chart review of a HEDIS data collection project and summarized the findings Assisted with the maintenance of the monthly Key Indicator System, which involved auditing physician and clinic performance levels

EDUCATION: 9/03-6/07 University of California Los Angeles, Los Angeles, CA. PhD degree in Public Health with a cognate in Operations Management. Courses include: Econometrics, Biostatistics, Research Methodology, etc.

9/01-6/03 University of California Los Angeles, Los Angeles, CA. MPH degree in Health Management. Courses included: Management Theory, Financial Accounting, Process Improvement, etc.

9/95-3/99 Stanford University, Stanford, CA. BA degree in Human Biology with an emphasis in Health Care Policy. Courses included: Human Biology, Economics, Psychology, Medicine, Writing, etc.

PRESENTATIONS AND PUBLICATIONS:  Speaker, American College of Healthcare Executives (ACHE) Congress, “Standardization Across a Health System: A How To Guide.” March, 2011.  Panelist, Brain Injury Rehabilitation Conference. March, 2011.  Speaker, American College of Cardiovascular Administrators, “How to Ensure Performance Excellence in an Era of Pay-for-Performance.” March 28, 2008.  Lead Author, “Pay-for-Performance’s Impact on Overall Quality of Care for Acute Myocardial Infarction Patients.” Ann Arbor: UMI, 2007  Speaker, Healthcare Financial Management Association, “Understanding the Shift to Pay-for- Performance.” March 28, 2007.  Co-Author, MDoptions.com, “Are Individual or Group Incentives Best?” Oct., 2005  Lead Author, Managed Healthcare Executive, “Innovative Approaches Help Improve the Managed Care Trifecta,” June, 2005  Lead Author, Journal of Health Care Compliance, “Clinical Guidelines: Increased Quality of Care at the Expense of Clinical Autonomy?,” May/June, 2005  Guest Lecturer, “Pay-for-Performance: The Payment Methodology of the Future.” University of California Los Angeles School of Public Health. Los Angeles, 24 Feb. 2005.  Guest Lecturer, “Drug-Eluting Stents’ Impact on Clinical and Organizational Performance” University of California Los Angeles School of Public Health. Los Angeles, 3 Feb. 2005.  Co-Author, Supplement to Journal of the American College of Cardiology - Abstracts of Original Contributions, “Drug-Eluting Stent Use May Negatively Impact the Economic Health of a Hospital: A Single Center Case Study,” 43(5): March 3 2004  Lead Author, Physicians Practice, “HIPAA: The Next Phase. Myths and Realities of the Electronic Transaction and Code Set Standards,” October 2003  Speaker, Healthcare Financial Management Association, “Operationalizing HIPAA: Myth vs. Reality,” August 21, 2003

HONORS AND AWARDS: 2007-2008  President’s Scholarship, Scripps Health

AFFILIATIONS AND CERTIFICATES: 3/12  Graduate, Stanford Hospital & Clinics Leadership Academy 3/11  Fellow, American College of Healthcare Executives 4/10  Fellow, The Advisory Board 10/08 – present  Member, Patan Academy of Health Sciences (Kathmandu, Nepal) International Advisory Board 11/08 – present  Chair, Patan Academy of Health Sciences Hospital Support Committee of the IAB 6/08 – present  Member, American College of Healthcare Executives 5/08  Graduate, Scripps Leadership Academy 12 /06 – 5/11  Member, California Hospital Association Quality Committee 12 /06 – 5/11  Member, Hospital Association of Southern California Quality Committee 12/03 – 12/05  Certificate of Completion, “Protecting Human Research Subjects in Biomedical and Genetic Research,” University of California Los Angeles 10/03 – 10/05  Certificate of Completion, “HIPAA Privacy Rule Research Education Course,” University of California Los Angeles 10/03 – 10/05  Certificate of Completion, “Protecting Human Research Subjects in Social and Behavioral Research,” University of California Los Angeles 6/03 – present  Member, Health Services Alumni Association, University of California at Los Angeles 12/02 – 6/07  Member, Women in Health Administration 11/00 – 6/03  Member, American Public Health Association 9/01 - 6/03  Member, American College of Healthcare Executives, University of California at Los Angeles Student Chapter

TECHNICAL SKILLS: Skilled with Microsoft programs including Office, Word, Excel, Power Point and Access. Proficient with SAS, SPSS, Stata, and RATSTATS. Proficient in the application/reimbursement methodology of professional and medical coding (CPT, ICD-9, APC, MS-DRG). Separator Page

Att 15f.3 - MBunceQuest.pdf

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Att 15f.4 - Carragee.Resume.pdf

Nancy Carragee

2165 Gordon Avenue, Menlo Park, CA 94025 Home: (650) 854-8868 / Mobile: (650) 996-0878 / [email protected]

Summary More than 30 years of progressively responsible management experience in major health care organizations including over 20 years as a quality improvement executive. Strong leadership skills with an emphasis on innovation, performance improvement, outcomes management, case management, workflow, and patient experience. Viewed as a dynamic and genuine leader who possesses a collaborative style while delivering results and maintaining a strategic vision for delivering quality patient care. Specialized skills in:

 Clinical Excellence  Patient Experience  Innovation  Performance Improvement  Leadership Development  Organizational Restructuring  Case Management  Work Systems Redesign  Change management  Utilization  Clinical Analytics  Affiliations, Mergers and Acquisitions

Professional Experience Daughters of Charity Health System (DCHS), Los Altos Hills, CA 2005 – present A $1.3 billion (net revenue) regional health system formed in 2002, comprised of six hospitals and a medical foundation spanning the California coast from San Francisco to Los Angeles.

Vice President, Quality 2008 – present Selected to direct and oversee the quality, patient experience, case management, clinical documentation, and leadership development.

 O’Connor Hospital, San Jose  St. Francis Medical Center, Lynwood  Seton Medical Center, Daly City  Saint Louise Regional Hospital, Gilroy  Seton Medical Center Coastside, Moss Beach  St. Vincent Medical Center, Los Angeles

 Secured $3.2 million in grant funding to reduce sepsis mortality by 25% in 3 northern CA DCHS hospitals. Resulted in statistically significant improvement in sepsis mortality and demonstrated a $7 million return on investment thorough engagement of front-line teams. (Manuscript in progress)  Patient Experience: Selected by the system CEO to lead Patient Experience Council consisting of all DCHS CEOs. Council oversees implementation of tactics to improve patient experience across the continuum of care  Spearheaded Clinical Excellence Leader Teams to implement DCHS Clinical Close process. Initial clinical close processes successful for global immunizations and patients at risk for readmission.  Redesigned Case Management program in 5 hospitals utilizing LEAN methodology. Resulted in $5 million annual cost reduction and CMS top performance in reducing readmissions.  Implemented Clinical Documentation program resulting in improved quality outcomes and $10 million annual financial benefit.  Member: Operations Committee DCHS Medical Foundation (population health and patient experience)

Director, Quality 2005-2008 Direct DCHS quality programs including core measures, patient satisfaction, safety.

 Designed and led annual quality collaborative/leadership development for board members, physician leaders, and senior administration.

 Spearheaded a system-wide focus on improving patient safety and quality scores for core clinical groups with significant improvement in publicly reported data. DCHS awarded 28 of 38 possible incentive awards for Hospital Quality Improvement Demonstration Project (HQID).  Led the implementation of patient experience initiatives in the DCHS hospitals.

Washington Hospital Healthcare System, Fremont, CA 2004 – 2005 A hospital and health care district serving 320,000 residents of South Alameda County.

Director, Quality Directed program planning for the Quality Department including quality assessment, performance improvement and infection control functions assuring compliance with standards and regulation.

 Standardized quality measures; provided education regarding core measures  Provided training on performance improvement methodology; integrated methodology into infection prevention program, nursing quality, and medication error reduction program  Aligned quality goals with physician peer review process; provided leadership to organization and Medical Staff regarding performance improvement, outcomes, and cost effectiveness.

Sequoia Hospital, Redwood City, CA 1999 – 2004 A 167-bed community hospital, member of Dignity Health.

Sequoia Hospital Internal Consultant 2002 –2004 Designed and implemented projects related to quality improvement, regulation, accreditation, and licensing.

Director, Quality 1999 – 2002 Responsible for hospital-wide Quality Management program and coordination of Consolidated Accreditation and Licensing (CALS) survey. Implemented national and system-wide clinical quality initiatives. Managed seven departments including Quality, Risk, Case Management, Infection Control, Social Services, Admitting, and Customer Service.

 Supervised Department managers and managed a $2.5 million budget  Partnered with cardiovascular surgeon to implement multidisciplinary focus for eliminating errors in CV Surgery  Integrated quality and case management functions; team building efforts led to an increase in employee satisfaction  Represented hospital and quality professionals on system-wide committees to improve quality of care and prevent medical error. Provided leadership for reducing medication errors

UCSF Stanford Health Care 1998 – 1999 Lucile Salter Packard Children’s Health Services

Director, Quality Management Responsible for Quality Management programs for Pediatric Services on two campuses of a large academic medical institution. Focused on outcomes measurement for pediatric population across two campuses. Facilitated integration of Medical Staff Quality Committee across two academic campuses. (Merger duration: 1.5 years)

Lucile Packard Children’s Hospital at Stanford, Palo Alto, CA 1992- 1998 A 311-bed, world class academic medical center located on the Stanford University campus

Director, Quality Management Responsible for Quality Management program in a not for profit 214 bed, pediatric tertiary care center including inpatient and ambulatory care setting.

 Designed and implemented Innovations in Patient Care program.

 Provided project management for IHI national collaborative on the prevention of medication errors and implement accelerated improvement model.  Built an integrated program for clinical pathway development, outcomes assessment, and risk management. Directed development of 25 clinical pathways/guidelines.  Acted in an advisory capacity for restructure of professional liability policy.  Survey coordinator for two successful Consolidated Accreditation and Licensing (CALS) Surveys (score 95 points).

Additional Professional Experience 1998 – 2000: Institute for Healthcare Improvement, Boston, MA. Faculty: Reducing Adverse Drug Events Course 1997 – 1999: Editorial Advisory Board: The Journal on Quality Improvement. Publisher: The Joint Commission 1991 – 1992: Lucile Salter Packard Children’s Hospital at Stanford. Quality Improvement Coordinator 1990 – 1991: Stanford University Hospital. Care Review Coordinator, Department of Care Review/Risk Management 1989 – 1990: Hong Kong, British Crown Colony. Executive Assistant, Resource and Land Development/Concord Camera 1981 – 1989: Stanford University Hospital. RN Staff Nurse and Resource Nurse, Oncology, Medicine, Cardiac, CCU

Education 1996 University of Wisconsin / Masters of Science Administrative Medicine  Preceptorship: Ellen Gaucher, Senior Associate, University of Michigan Health System and author of Total Quality in Healthcare.  Masters Thesis: Carragee, N. Improving the Medication Administration Process Using Fast Cycle Time Approach. University of Wisconsin. 1996 1981 Villanova University / Bachelor of Science, Nursing 2013 Ministry Leadership: Three-year, experience-based formation program for Catholic health care leaders. Licenses and Certification California Nursing License H344175

Professional Committees and Associations 2008-2014: Premier QUEST: Design team (national collaborative) 2010-2014: QUEST Quality and Comparative Effectiveness Program (national reviewer) and QUEST Education and Implementation Team 2013-2014 Association of California Nurse Leaders National Committees and Presentation examples: April, 2014: Premier QUEST Capitol Hill Event: DCHS Readmission Outcomes. (Washington, DC) November, 2013: National Center for Health Care Leaders Human Capital Investment Conference: Developing Front Line Clinicians as Change Agents. (Chicago, Illinois) June, 2013: Premier Inc. Breakthroughs Conference: Outcomes Research. Reducing Mortality from Sepsis through Implementation of Front Line Teams. (San Antonio, Texas) Internal Presentation examples: February, 2013: DCHS Framework for Quality: St Francis Medical Center Medical Staff Retreat (Huntington Beach, CA) January, 2013: Clinical Excellence Leaders Workshop: Clinical Close Design and Implementation Strategies (San Jose, CA) References available upon request.

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Att 15f.5 - NCarageeQuest..pdf

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Att 15g - LG OR Room 4 Board 11 14.doc

Administration

Date: November 12, 2014 To: El Camino Hospital Board of Directors From: Ken King, CAO Re: ECH Los Gatos - OR Room 4 Conversion, Final Funding Request

Recommendation: The Board of Directors is requested to approve the ECH Los Gatos, OR Room 4 Conversion Project at a total cost not to exceed $4.1 million. Authority: As required by policy, capital expenditures exceeding $500,000 require approval by the Board of Directors. Problem / Opportunity Definition: The projected surgery volume for Fiscal Year 2015 is 8.7% greater than Fiscal Year 2013. This growth has been accomplished without any significant upgrades to the operating room environment. Of the eight operating rooms at ECH Los Gatos, only one is sufficiently sized and configured to accommodate complex spine and orthopedic surgeries. With some of these complex surgical cases lasting over eight hours it is difficult to schedule more than one or two a day. Additionally, not having a second well sized and equipped operating room is a safety concern. The physicians and the surgery department leadership requested in 2012 that a second room be sized, configured and equipped to handle complex surgeries. Process Description: We began exploring a number of options for creating a larger operating room within the existing OR environment and determined that the best option was to increase the size of OR Room 4. To do this, it is necessary to eliminate the sub-sterile room between OR Rooms 4 and 5. The elimination of the sub-sterile room created the need to reconfigure the sub sterile room and equipment storage room between OR Rooms 2 and 3. We also are converting an office area into an equipment storage room and as a result of OSHPD review comments and building codes we are upgrading the staff restrooms to be handicapped accessible. To mitigate the impact of construction on the operating room environment we are requiring the contractor to remove a portion of the building exterior in order to access that room from the outside. This requirement adds cost to the construction, but the alternative would be to close down two adjacent operating rooms and limit surgical volume resulting in a negative impact on revenues. Alternative Solutions: The only alternative is to not execute this project and continue limiting complex surgical cases to the available rooms. This is not recommended.

Page 2 of 2 ECH Los Gatos - OR Room 4 Conversion, Final Funding Request

Concurrence for Recommendation: This recommendation is supported by the Ortho/Spine Co-Management Group, the Department and Executive Leadership Team. The Finance Committee reviewed this request at their meeting on September 29, 2014 and asked that additional financial justification be provided to the Board without a recommendation for or against. Outcome Measures / Deadlines: It has been a two year journey to develop the plans for this difficult project and obtain OSPHD approval of the plans. The construction and installation of equipment needs to be done in several phases and the total duration for all the work is projected to be ten months from the start date. Legal Review: None required. Standard construction agreements will be utilized. Compliance Review: Not Required. Financial Review: The requested budget for this project is not to exceed $4.1 million. This exceeds the FY 15 Capital Budget amount of $3.4 million by $700,000. The delta between the budgeted amount and the requested amount will be offset by reducing the costs of other budgeted projects. The reason for the additional costs are related to the addition of unanticipated accessibility upgrades, the access requirements which were not originally contemplated and a higher than normal project contingency due to the anticipated challenges with the existing as built environment. The project costs are detailed below:

Construction Costs OR Room $1,903,472 Support Spaces $320,000 ADA Restrooms $200,000 Total Construction Costs $2,423,472

Soft Costs (Design, PM, Permits, Inspections) $860,974

Furniture, Fixtures & Equipment $524,281

Project Contingency $291,273

Total Project Cost $4,100,000 Note that while it is anticipated that a second room will allow for additional complex surgeries and therefor additional revenues, the primary justification for this project is safety, quality and the basic need for a second appropriately sized operating room. However, for your reference, the Finance Department has calculated the average contribution to overhead for the following cases performed at ECH Los Gatos is: Spine Surgeries per case: $15,687 General Surgeries per case: $11,465 Ortho Hip/Knee Joint Replacement Surgeries per case: $ 5,984 Separator Page

Att 15h - Board Open Session 11-12-14.pdf

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Att 15i.1 - Quality Committee Open Minutes 9-15-14.docx DRAFT

Minutes of the Open Session Quality, Patient Care and Patient Experience Committee Monday September 15, 2014 El Camino Hospital, 2500 Grant Road, Mountain View, California Conference Rooms E&F And 950 N. Stafford St., Arlington, VA 22203

1. Call to Order. The meeting of the Quality, Patient Care and Patient Experience Committee of El Camino Hospital (the “Committee”) was called to order by Committee Chair, Dave Reeder, at 5:37 p.m.

2. Roll Call. Members present: Dave Reeder, Lisa Freeman (via phone conference), Jeffrey Davis, MD, Katie Anderson, Julia Miller, and Robert Pinsker, MD. Members Absent: Patricia A. Einarson, MD 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.

Motion: To approve the consent calendar (Minutes of the August 18, 2014). Movant: Miller Second: Davis Ayes: Anderson, Davis, Freeman (roll-call), Pinsker, Miller and Reeder Noes: None Abstentions: None Absent: Patricia A. Einarson, MD Recused: None

5. FY15 Corporate Scorecard Draft. Dr. Pifer started the discussion of the corporate scorecard by discussing the new format; added green and red colors and the removal of the trend line. Dr. Einarson arrived during the discussion. The feedback in regards to the format was as follows: the colors are a great addition, making the directionality indicators of the status vs. goal box more visible, and possibly moving the goal closer to the status vs. goal box. The discussion on the metrics of the corporate scorecard was as follows; under the category of Continuum of Care, Dr. Davis suggested eliminating PCMH #3 from the scorecard and also raising the percentage of PCMH #1 and PCMH #2. Motion: To recommend the FY15 Corporate Scorecard Draft to the Full Board. Movant: Davis Second: Anderson Minutes: Quality Patient Care and Patient Experience Committee September 15, 2014 Page 2 Ayes: Anderson, Davis, Freeman (roll-call), Pinsker, Miller and Reeder Noes: None Abstentions: Einarson Absent: None Recused: None

6. Quality Drill Down: Length of Stay (LOS). Diane Andersen, the new Director of Care Coordination, discussed length of stay in detail for the Committee. She discussed the metrics, how GMLOS (Geometric Mean Length of Stay) is calculated and the challenges the department is currently facing in regards to staffing issues. Mr. Zdeblick stated that management can address the issue of hiring new FTE’s in a future Labor Committee Meeting. 7. Approve FY15 Organizational Goals. Mr. Zdeblick briefly discussed the FY15 Organizational Goals. Dr. Einarson suggested changing the name “EPIC” to “iCare,” to encompass more. Motion: To approve the FY15 Organizational Goals. Movant: Davis Second: Reeder Ayes: Davis, Freeman (roll-call), Pinsker, Miller and Reeder Noes: None Abstentions: None Absent: None Recused: None Note: Following the vote, Dr. Einarson and Ms. Anderson commented that they had not voted, but stated they would recommend that the Board approve the Draft FY15 Organizational Goals if they include the changes discussed at the meeting. 8. Update on PaCT Plan. Dr. Pifer gave a brief overview on the new additions to the PaCT Plan and stated that this is still a work in progress and more research is still needed. Ms. Anderson questioned the strategic governing model and the roadmap for the plan. It was stated that Christopher Pratt, Senior Director, Performance Improvement, is currently working on a three year plan and Mr. Pratt can provide that plan at a future meeting. Dr. Davis questioned what success looks like and how to get physicians involved. 9. Public Communication. None 10. Adjourn to Closed Session. Motion: To adjourn to closed session Movant: Miller Second: Anderson Ayes: Anderson, Davis, Einarson, Freeman (roll-call), Pinsker, Miller and Reeder Noes: None Abstentions: None

Minutes: Quality Patient Care and Patient Experience Committee September 15, 2014 Page 3 Absent: None Recused: None Agenda Items 11, 12, 13 and 14 were completed in Closed Session. 14. Reconvene Open Session. Open session was reconvened at 7:28 pm. Chair Reeder reported that the committee approved the amended Closed Session minutes of the Committee’s August 18, 2014 meeting and recommend the year-end review of the RCA’s as a first draft to the Full Board. 15. Adjournment. Motion: To adjourn the meeting at 7:35 pm. Movant: Davis Second: Anderson Ayes: Anderson, Davis, Einarson, Freeman (roll-call), Miller, Pinsker and Reeder Noes: None Abstentions: None Absent: None Recused: None

Attest as to the approval of the Foregoing minutes by the Quality Committee and by the Board of Directors of El Camino Hospital

______David Reeder Patricia A. Einarson, MD Chair, ECH Quality, Patient Care ECH Board Secretary And Patient Experience Committee

Prepared by Nasseem Lopez, Executive Assistant to Eric Pifer, MD, CMO

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Att 15i.2 - Quality Committee Open Minutes 10 1 14.docx DRAFT

Minutes of the Open Session Special Meeting of the Quality, Patient Care and Patient Experience Committee Wednesday October 1, 2014 El Camino Hospital, 2500 Grant Road, Mountain View, California Conference Room C And 725 Eisenhower Blvd, Harrisburg, PA 17111 And 1422 El Camino Real, Menlo Park, CA 94025

1. Call to Order. The Special Meeting of the Quality, Patient Care and Patient Experience Committee of El Camino Hospital (the “Committee”) was called to order by Committee Chair, Dave Reeder, at 4:00 p.m.

2. Roll Call. Members present: Dave Reeder, Jeffrey Davis, MD (via phone conference), Patricia A. Einarson, MD, Julia Miller, and Robert Pinsker, MD (via phone conference). Members Absent: Katie Anderson and Lisa Freeman 3. Adjourn to Closed Session. The balance of the meeting (agenda items 4 and 5) was held in closed session beginning at 5:31pm pursuant to Health and Safety Code Section 32155 for a report related to medical staff quality assurance matters – Quality Review.

6. Reconvene Open Session/Report Out. Agenda items 5 and 6 were completed in closed session. No reportable actions were taken during the closed session. 7. Adjournment. Following the closed session, the Special Meeting was adjourned at 5:15 pm.

Attest as to the approval of the Foregoing minutes by the Quality Committee and by the Board of Directors of El Camino Hospital

______David Reeder Patricia A. Einarson, MD Chair, ECH Quality, Patient Care ECH Board Secretary And Patient Experience Committee

Prepared by: Pepe Greenlee, RN, Interim Senior Director of Clinical Quality and Patient Safety; Sheetal Shah; Director, Risk Management; and Cindy Murphy, Board Liaison Separator Page

Att 15i.3 - Quality Committee Open Minutes 10.7.14.docx DRAFT

Minutes of the Open Session Quality, Patient Care and Patient Experience Committee Tuesday, October 7, 2014 El Camino Hospital, 2500 Grant Road, Mountain View, California Conference Rooms A&B And 3021 E. Banner Gateway Drive, Gilbert, AZ

1. Call to Order. The meeting of the Quality, Patient Care and Patient Experience Committee of El Camino Hospital (the “Committee”) was called to order by Committee Chair Dave Reeder at 5:35 p.m.

2. Roll Call. Members present: Dave Reeder, Lisa Freeman (via phone conference), Patricia A. Einarson, MD, Katie Anderson, and Julia Miller. Members Absent: Robert Pinsker, MD and Jeffrey Davis, MD 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. Public Communication. None.

5. Adjourn to Closed Session. Motion: To adjourn to closed session at 5:37 pm. Movant: Miller Second: Anderson Ayes: Anderson, Einarson, Freeman (roll-call), Miller and Reeder Noes: None Abstentions: None Absent: Davis and Pinsker Recused: None Agenda Items 6-12 were completed in Closed Session. 13. Reconvene Open Session/Report Out. Open session was reconvened at 7:42 pm. No actions were taken during the closed session. 14. Quality Committee Candidate Recommendation. Further discussion was deferred until the October 27, 2014 meeting. 15. Adjournment. Motion: To adjourn the meeting at 7:43 pm. Movant: Einarson Minutes: Quality Patient Care and Patient Experience Committee October 7, 2014 Page 2 Second: Anderson Ayes: Anderson, Einarson, Freeman (roll-call), Miller and Reeder Noes: None Abstentions: None Absent: Davis and Pinsker Recused: None

Attest as to the approval of the Foregoing minutes by the Quality Committee and by the Board of Directors of El Camino Hospital

______David Reeder Patricia A. Einarson, MD Chair, ECH Quality, Patient Care ECH Board Secretary And Patient Experience Committee

Prepared by Cindy Murphy, Board Liaison

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Att 15j - Foundation Report.pdf

Date: October 29, 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 FY 2015 – Period 3

Major Gifts  During the month of September the Foundation secured $20,000 in major gifts. Half was to the Howard Nudelman Memorial Fund for the mindfulness program and the balance was unrestricted.  Foundation gift officers are now entering all actions and planned proposals in the Raisers Edge (RE) database, benchmarks useful for tracking staff productivity toward meeting our fundraising objectives. In the first quarter of FY15, there were 85 actions (which include substantive moves with donor prospects such as face-to-face visits, phone calls, stewardship activities or email exchanges that move the donor prospect “closer” to El Camino Hospital) and 84 proposals (which include current and planned solicitations for a major gift of $10,000+ or an event sponsorship that staff helped to close).  The Philanthropy Council for Mental Health, chaired by Donna and John Shoemaker, met in September and October. The Council’s primary role is to raise awareness and secure major gifts in support of the new behavioral health building and the expansion of the ASPIRE, MOMS, and OATS outpatient programs.

Planned Gifts  At the October 16 hospital board meeting, the Foundation officially announced that Donna and John Shoemaker have made a $1,000,000 irrevocable planned gift to the mental health fundraising initiative. A kick-off for the initiative which will include the announcement of the Shoemaker gift will be held on November 7 at 9:30 AM at the South Entry next to Emergency.  The annual Legacy Society Luncheon, a stewardship event for donors who have remembered El Camino Hospital Foundation in their estate plans, will be held

on Wednesday, November 12 at the Mozart Automobile Museum in Mountain View. Thanks to Julia Miller for helping us to secure this new venue.

Special Events  El Camino Heritage Golf Tournament - On Monday, October 20, 140 golfers teed up for teens at the 19th annual El Camino Heritage Golf Tournament, a fundraiser for El Camino Hospital’s adolescent mental health services. John Zoglin represented the hospital board, joining Dr. Bob Pinsker’s foursome. Just before the live auction and fund in need appeal Maja Nelson, parent of an ASPIRE graduate, spoke movingly of her teenage daughter Sammy’s downward spiral into anxiety and depression. She described the family’s desperate search for effective help, the relief of finding ASPIRE and despair at being placed on a waiting list, and the transformative impact the program ultimately had on the entire family. Inspired by her words, nearly everyone present raised their paddles during the fund-in-need appeal. Together they donated in excess of $71,000, more than three times what the fund-in-need earned last year. These gifts will directly benefit the expansion of our adolescent mental health program so more teens like Sammy can receive the timely care they need. The Foundation secured more than $242,000 in sponsorships for the tournament. This and other tournament income will be more fully reflected on the Period 4 fundraising report; but at first glance new proceeds will far exceed last year’s proceeds of $170,000.  Sapphire Soirée – The Foundation received its first commitment of $50,000 to the Sapphire Soirée Leadership Circle. The gala will take place on Saturday, May 16, 2015 at the Menlo Circus Club in Atherton. Proceeds will be used to establish a Cancer Prevention and Early Detection Center at El Camino Hospital.  Norma’s Literary Luncheon – To date, the Foundation has received $45,000 for Norma’s Literary Luncheon, which will take place on Thursday, February 5, 2015 at Palo Alto Hills Golf and Country Club. The featured speaker will be author and screenwriter Delia Ephron and the beneficiary will be women’s mental health services. The save the date was mailed in September and the event is already nearly sold out.  Scarlet Night – The line item in the fundraising report includes approximately $4,000 from matching gifts from Scarlet Night 2014. This year’s annual benefit for the South Asian Heart Center, will take place on Saturday, March 21, 2015 at the Santa Clara Marriott. The event sponsorship committee is just beginning their work. Proceeds will benefit the South Asian Heart Center’s expansion.

Annual Giving Restricted giving increased more than $35,000 in September, bringing the total amount raised by end of first quarter FY15 to $73,691. These gifts include:  More than $25,000 for Hope to Health (H2H) from memberships and donations to two events. H2H Los Gatos hosted Nutrition: Fact or Fiction on September 9, which was attended by 25 women. H2H Mountain View hosted Tea Time on October 7, which was attended by 35 women.  $4,000 from Toasting to Teal, a community fundraiser that named El Camino Hospital’s women’s health services as a beneficiary.  More than $2,000 for the Howard Nudelman Memorial Fund in support of mindfulness programs at El Camino Hospital.  In September, Foundation staff prepared for the annual Employee Giving Campaign, which will launch October 29 and 30 at the employee benefits fairs in Los Gatos and Mountain View respectively. The theme is We Care…We Give.

Grants The Foundation received several grants in September:  $12,000 was received from The Canary Foundation for pancreatic cancer research.  $1,000 came in from Foothills Congregational Church for RotaCare.  Three grants from the Gordon and Betty Moore Foundation for Nursing Excellence: $45,000 for the ABCDE Project, $45,000 for Sepsis Reduction, and $33,000 for Transitions of Care, with a focus on documenting outcome successes previously achieved with an earlier grant from the Moore Foundation  During the month of September, grant applications were submitted to EMC Corporation for the South Asian Heart Center and American Century Investments Foundation for RotaCare women’s health. Update reports for previously received grants were prepared for Los Altos Rotary Club and Dudley Vehmeyer-Brown Foundation.

Allocations At the October 9 meeting of the Allocations Committee, the Foundation approved disbursing $425,000 for the following funding requests:  Healing Arts Program Mountain View and Los Gatos annual funding - $100,000

 Investigative study of alterations in the brain’s functional MRI signal following mild traumatic brain injury and correlation of findings to an innovative device that utilizes Sonar technology to characterize the injury - $50,000  Sepsis Coordinator - $150,000  ASPIRE program expansion - $125,000

Foundation Staff Update The Foundation is pleased to welcome two new members to the staff. Leslie Lewis has accepted the position of Director of Major Gifts and will start November 10. She brings more than 14 years of fundraising experience from her work at Stanford University, where she was most recently the Director of Leadership Giving for the Stanford Fund. Katie Moog, Database Associate, joined the team on October 28. She comes to us from Silicon Valley Community Foundation. The Foundation is losing one staff member, Lea Morgan, who has announced her retirement effective December 31 from her position as Director of Development; this position has been restructured to be a Philanthropy Officer focusing on building grateful patient relationships for major gifts to the Cancer Center, HVI and Los Gatos/West Valley. This restructuring will directly impact Foundation productivity with securing major gifts to support the growing funding priorities of the Hospital for each of these areas.

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Att 15j.2 - Fundraising Report for ECH Hospital Board - FY15 Period 3_SEPT 2014.xlsx Fundraising Report to Hospital Board FY 2015 Income figures through September 30, 2014 (Period 3)

FY15 Goals FY15 thru 9/30 Difference FY14 thru 9/30 FY13 thru 9/30 Period 2 and 3 Major Gifts $ 3,440,000 $ 35,000 $ 20,000 $ 80,000 $ 110,000 Planned Gifts* $ 1,000,000 $ 1,026,850 $ 1,000,000 $ 522,067 $ 16,829 Sapphire Soiree $ 600,000 $ 6,600 $ - $ 251,000 $ 2,000 Golf Outing $ 280,000 $ 145,225 $ 130,225 $ 141,000 $ 165,425 Scarlet Night $ 250,000 $ 4,245 $ - $ - $ -

Norma's Lit. Lunch. $ 120,000 $ 45,250 $ - $ - $ - Special Events Special Annual Giving $ 300,000 $ 73,691 $ 42,525 $ 44,098 $ 101,354 Grants $ 200,000 $ 151,750 $ 136,500 $ 74,250 $ 556,984 Investment Income $ 500,000 $ 237,799 $ 90,432 $ 109,690 $ 73,283 TOTAL $ 6,690,000 $ 1,726,410 $ 1,419,682 $ 1,222,105 $ 1,025,875 * matured and irrevocable Separator Page

Att 15k - ECHA membership report to ECH BOD Nov 2014.pdf El Camino Hospital Auxiliary Membership Report to the Hospital Board Meeting of November 11 2014

Combined Data as of September 30 2014 for Mountain View and Los Gatos Campuses

Membership Data: Senior Members Active Members 446 -40 Relative to Last Month Dues Paid Inactive 122 (Includes Associates & Patrons) Leave of Absence 31 Most of the decrease in Active Seniors is due to Subtotal 599 members who did not pay annual dues by Sept 1.

------Resigned in Month 8 Deceased in Month 1

------

Junior Members Active Members 248 -10 Relative to Last Month Dues Paid Inactive 0 Small decrease typical of start of fall classes Leave of Absence 1 Subtotal 249

------

Total Active Members 694

Total Membership 848

COMBINED AUXILIARY HOURS FROM INCEPTION (to Sept. 30, 2014): 5,449,000 In Aug. 2014: 8,587 for FY2015: 27,149 Separator Page

Att 15l - Corporate Scorecard.pdf

Corporate Scorecard: Underperforming Metrics

El Camino Hospital Board of Directors November 12, 2014 Mick Zdeblick, Chief Operations Officer

Corporate Scorecard: Underperforming Metrics

Metric Variance Mitigation/Action Plan

Med/Surg/CC Falls /1000 FY14 Baseline: 1.45  In September there were 12 CalNOC falls in the month, for a total of CALNOC Pt Days FY 15 Goal: 1.35 30 falls for the quarter. Quality is continuing to audit each fall and July – Sept: 2.16 follow up with department managers with trends identified. Variance of 0.81  Quality auditing has identified those patients on High Fall Risk precautions do not have all requirements of the plan of care being followed. Service:  New Director of Patient Experience hired and currently performing June - Aug: 77.1% assessment and outline for short term and long term plan. Communication with Nurses Goal: 79.5%  A best practice inventory was taken of all nursing units of actions Variance: 2.4% that they are taking and how consistently. A PI/Patient Experience plan is being put in place based on the results.

June - Aug: 66.0%  The interactive television systems have been updated with a survey Responsiveness of Hospital Staff Goal: 68% feature. After 24 hours, patients will have the opportunity to answer Variance: 2.0% 4 Y/N questions which will send an alert to the PE team.  Leadership experience rounding workgroup formed and goals have Communication About Medicines June - Aug: 69.3% been tentatively set to have a hospital leader meet with the majority Goal: 71.6% of patients and families during their stay using the Vocera rounding Variance: 2.3% tool.  Getting to know you poster developed on CCU and will be brought to PFAC in November as a tool to better engage patients and families around what is important to them. Mortality: CHF FY14 Baseline: 0.46 (Observed / Expected Ratio) FY15 Goal: 0.66 Mar -May: 0.67

No new data

Mortality: Sepsis FY14 Baseline: 0.95 (Observed / Expected Ratio) FY15 Goal: 0.75 Mar – May .91

No new data

Medical-Surgical Length of Stay FY14 Baseline: 0.48  A new weekly “Outlier Management” meeting has been established Improvement Opportunity FY 15 Goal: 0.38 by Care Management to better plan for the weekend and identify (FYTD) FY14 YTD: 0.61 those patients requiring additional support prior to discharge.  LOS (Length of Stay) Steering Committee formed to review opportunities for LOS improvements. Outlier management continues to be our focus.

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Att 15l.2 - Corporate Scorecard FY15 thru September.pdf Corporate Scorecard FY15 Date Prepared: 10/21/14

Current Previous Status FY14 FY15 Status vs. Bench Benchmark Key Performance Indicator Available Available vs. Goal Benchmark mark Standard Period Period Baseline Goal Quality Jan-Mar Oct-Dec Patient Safety (90 Day lag) 2014 2013 Patient Safety Indicator 90 Composite-CMS Defined < 0.393 0.424 NA yet 0.452 J 0.452 CMS VBP Top Decile Jul- Sep May-Jul Safety Events 2014 2014 # Stage 3-4 Hospital Acquired Reported Pressure Ulcers < 0 2 5 0 J 0 NDNQI best Decile Med/Surg/CC Falls /1000 CALNOC Pt Days < 2.16 1.51 1.45 1.35 L 0.73 CALNOC best Decile Medication Errors / 1000 Adj Acute Pt Days < 1.33 1.40 1.69 1.08 None # Mislabeled Specimens / Month < 20 25 26 20 None Jul- Sep Apr-Jun Complications 2014 2014 Surgical Site Infections/100 Surgical Procedures per Quarter < 0.14 0.22 0.19 0.12 None Jun - Aug May-Jul Service (45 day lag) 2014 2014 CMS Top 25%: 10/12- > Communication with Nurses 77.1% 77.7% 78.0% 79.5% L 82.0% 9/13 CMS Top 25%: 10/12- > Responsiveness of Hospital Staff 66.0% 66.6% 67.0% 68.0% L 73.0% 9/13 CMS Top 10%: 10/12- > Communication About Medicines 69.3% 71.0% 65.9% 71.6% L 72.0% 9/13 # of Composites (max 8) Above Threshold (50th %ile) > 4 5 5 7 None Outcomes Mar-May Jan-Mar based on Mortality (90 day lag) 2014 2014 Benchmark Premier Quality Advisor < Mortality: CHF (Observed / Expected Ratio) 0.67 0.60 0.46 0.66 L 0.66 Peer Performance Premier Quality Advisor < Mortality: Sepsis (Observed / Expected Ratio) 0.91 1.04 0.95 0.75 L 0.75 Peer Performance Affordability Jul- Sep Jul Efficiency (10 Day lag) 2014 Medical-Surgical Length of Stay Improvement Opportunity (FYTD) < 0.61 0.51 0.48 0.38 L 0.0 CMS GMLOS Jul- Sep Jun-Aug 2014 2014 Worked Hours per Adjusted Patient Day < 30.0 29.8 29.7 30.4 NA Yet FY 14 Truven 40th

11/3/2014 1 of 2 Corporate Scorecard FY15 Date Prepared: 10/21/14

Current Previous Status FY14 FY15 Status vs. Bench Benchmark Key Performance Indicator Available Available vs. Goal Benchmark mark Standard Period Period Baseline Goal Operating Expense per Adjusted Patient Day < 4,416 4,549 4,470 4,723 NA Yet FY 14 Truven 40th Jul- Sep Apr-Jun Financial Viability (1 quarter lag) 2014 2014 Inpatient Operating Margin (excludes settlement) > -4.9% -4.0% -4.0% -1.0% None Outpatient Operating Margin (excludes settlement) > 28.7% 27.0% 27.0% 25.0% None Jul- Sep Jun-Aug 2014 2014 Total Operating Margin > 10.6% 12.0% 9.4% 7.1% J 3.0% S&P A Rating Total Days Cash on Hand (average/mo) > 398 393 381 364 J 236 S&P A Rating Continuum of Care Jun-Aug May-Jul 2014 2014 Enterprise 30 Day Medicare Unplanned Readmission ( +- 0.3%) (30 day HSAG Regional All < 8.76% 9.16% 8.90% 8.70% 17.40% lag) J Cause PCMH 2: % 30 Day Unplanned Readmission Rate for PCMH Medicare HEDIS Medicare (CBP) < 7% 7% 14% 13% 13% Patients (30 day lag) J 75th %ile Jul-Sep Jun-Aug 2014 2014 HEDIS Medicare (CBP) > PCMH 1: % Diabetic Patient with HbA1c less than 8% 89% 83% 79% 80% J 83% 75th %ile PCMH 3: # of Medicare and Medicare Advantage Patients (YTD)* > 503 491 520 451 None Employee Wellbeing (1 calendar quarter lag) Apr-Jun Jan-Mar 2014 2014 Natl Bureau of Labor < OSHA Recordable Patient Transfer Injuries / 100 FTEs 3.7 4.0 3.9 3.5 J 6.6 & Statistics (2012)

*Original baseline included all patients, not just patients seen in the office- new baseline reflects only office patients.

11/3/2014 2 of 2 Separator Page

Att 15m - Board and Finance Committee FY15 Period 3 MM Final.pptx

Summary of Financial Operations

Fiscal Year 2015 – Period 3 7/1/2014 to 9/30/2014

Date Issue: October 20 , 2014 2 (1) Hospital entity only, excludes controlled affiliates CMI Adjusted Discharges Gross revenues were 2.1% higher than budget for services delivered in the month of September, 1.3% higher than budget for year to date. Inpatient discharges were 2.7% above budget but the case mix index was lower than budget. CMI adjusted discharges were 8.2% below budget for the month, 2.8% below budget for year to date.

Operating Margin Net patient revenues were $3,004,000 unfavorable to budget (-5.1%) for the month, $567,000 unfavorable year to date. Labor costs were $890,000 favorable to budget and non-labor costs were $738,000 favorable. The operating margin was unfavorable by $1.5M for the month, $3.7 million favorable year to date.

Net Days in AR Net outstanding receivables decreased by $4.9M between August and September. Net days in A/R were 54.2 days. This is unfavorable to the targeted A/R of 48.3 days.

Non Operating Income Non operating income was unfavorable to budget by $6.6 million, primarily due to $6.5 million unfavorable variance on unrealized gains on investments, for the month, $7.7 million unfavorable year to date.

3 (1) Hospital entity only, excludes controlled affiliates (1) ECH Operating Margin

Run rate is booked operating income adjusted for material non-recurring transactions

(1) Hospital entity only, excludes controlled affiliates 4 (2) Run rate exclusions of cost report settlements, EPIC expenses, and pay for performance bonuses 5 (1) Hospital entity only, excludes controlled affiliates Summary of Financial Results $ in Thousands

Actual to Budget Variance for hospital affiliates primarily due to lower operating expenses and 6 unrealized gain. Worked Hours per Adjusted Patient Day: Favorable to Budget

7 Year to date Labor Variance: $1,544,000 Favorable to Fixed Budget

2,000,000

Social Security-$210,800 1,500,000

All other wages – $512,312 1,000,000 Health insurance – $732,665

500,000 All other benefits – RN variance - $806,458 $789,490 0 - Sitter variance – ($202,340) (58%) -500,000 Incentive – ($1,305,000) -1,000,000 - not budgeted

-1,500,000

* Positive number = Favorable to budget 8 Revenue and expense per CMI adjusted discharge were higher than budget.

9 (1) Hospital entity only, excludes controlled affiliates ECH Volume Statistics (1)

(1) Hospital entity only, excludes controlled affiliates (2) Excludes normal newborns, includes discharges from L&D 10 El Camino Hospital Volume Trends Prior and Current Fiscal Years

11 El Camino Hospital Financial Metrics Trend (1)

Operating P EBITDA lower than r FYE 2014 o f I t _ L o s s

B A L Represents _ cash of $671 million S H E E T

12 (1) Hospital entity only, excludes controlled affiliates APPENDIX

13 Supply Cost per CMI Adjusted Discharges (1)

YTD: 0.2% over budget YTD: 7.8% over budget Mountain View Los Gatos

14 (1) Hospital entity only, excludes controlled affiliates (1) Mountain View LOS & CMI Trend

• Medicare: Due to DRG reimbursement, financial results usually improve with decreased LOS and increased CMI • Non-Medicare: Reimbursement varies; financial results usually improve when both LOS & CMI increase

(1) Hospital entity only, excludes controlled affiliates All data excludes normal newborns (MS-DRG=795), Medicare data excludes Medicare HMOs and PPOs 15 (1) Los Gatos LOS & CMI Trend

(1) Hospital entity only, excludes controlled affiliates All data excludes normal newborns (MS-DRG=795), Medicare data excludes Medicare HMOs and PPOs 16 El Camino Hospital (1) Results from Operations vs. Prior Year 3 months ending 9/30/2014

17 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital – Mountain View (1) Results from Operations vs. Prior Year 3 months ending 9/30/2014

18 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital – Los Gatos1 (1) Results from Operations vs. Prior Year 3 months ending 9/30/2014

19 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital (1) Results from Operations vs. Budget 3 months ending 9/30/2014

20 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital – Mountain View (1) Results from Operations vs. Budget 3 months ending 9/30/2014

21 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital – Los Gatos (1) Results from Operations vs. Budget 3 months ending 9/30/2014

22 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital (1) Balance Sheet ($ Thousands)

23 (1) Hospital entity only, excludes controlled affiliates El Camino Hospital Capital Spending (in millions)

24 (1) Hospital entity only, excludes controlled affiliates Separator Page

Att 15n - CEO Report 11-12-14 OPEN(v2).docx

Date: November 12, 2014 To: El Camino Hospital Board of Directors

From: Tomi Ryba, CEO

Re: CEO Report - Open Session

Patient Quality and Safety

• OB Quest for Zero - launched program for staff training in July for OB Quest for Zero educational modules. As of October 24, 2014 86% LIPs who have delivery privileges have completed training. Those who have not completed have been identified and Dr. Francisco is working with them to complete the training.

• VBP Processes of Care score was 98.6 for August (most recent data). (This includes seven of the total core measures)

Operations

• Selected United Healthcare as medical carrier for employees and Reliance for Life and Long Term Disability Insurance

• Healthcare benefit rates for 2015 will be 3.2% lower than 2014.

• PRN nurses received 2% contractual increases based on achieving service metrics, and eligible management staff received merit increases related to 2014 performance.

• Culture of Safety and Employee Engagement Improvement Project: Human Resources, Clinical Effectiveness, and the Operational Leaders have partnered to work directly with a small number of identified departments. These departments have all been given access and training to their detailed data. Next, during the month of November, members of the Executive Team will be meeting with the Director and Managers of the Department to discuss unit specific issues and opportunities for improvement. These initial meetings will include an internal “coach” (HR or Clinical Effectiveness staff member) to help develop next steps and action plans, with an emphasis on either safety or engagement depending on their situation. Plans are expected to be developed with staff involvement to encourage transparency of data and further engagement.

• El Camino has had a task force working on Ebola since the knowledge of the potential risk. While we think that the concern is mostly theoretical, we want to be the best prepared community hospital in the San Francisco Bay Area in the unlikely event that a suspected Ebola case arrives at our doorstep. Our operations to date have included:

o Ensuring that proper protective equipment is in stock for a potentially large care team. o Developing a dedicated care team concept and preparing our staff to devote themselves to the care of a single “rule out” patient. o Updating our infection control policies and developing a specific policy for the treatment of a patient with suspected Ebola Virus Disease.

o Training for the dedicated care team with specific competencies for safely donning and doffing protective equipment. o Operating 2 full scale drills with simulated patients one on days and one on night shift. o Operating multiple focused review sessions under the auspices of our disaster planning, nursing education and infection control departments. o Preparing ourselves for the day to day management, communications challenges and media attention that would surround admission of a suspected case.

We all need to maintain composure, bear in mind that even a suspected case is unlikely and diligently prepare for the unlikely event that this should become a reality.

• Blood Services - Executed agreement with Blood Centers of the Pacific, effective December 23, 2014. Annual savings estimated at $850K.

• October finds the Information Services Division moving forward on a major project list of 90 projects including 17 iCare and iCare supporting or dependent projects such as ICD-10 and building out and moving the data center. The strain staff is feeling is the pure volume of project work in addition to iCare required within a fixed timeline. At this time, we will need to reduce projects, scope or add temporary resources. Each of these options will be addressed in the weeks ahead as we complete our understanding of the final iCare scope.

• The RIS-PACS-VOICE radiology project is in high gear with over 100k images migrated translating into 1 year of the 10 year target. We expect the migration to last well past the Siemens activation date in early March.

• On the ICD10 front, some 272 of 618 independent physicians have reached their ICD10 proficiency status and while the PAMF physicians are a 457of 656 or 70% ready. The IT legacy work is 98% done. We expect the ICD10 physician proficiency to be completed by August 2015.

• The post activation data are in on the physician electronic notes project. As of the end of August 95% of all physician notes are electronic with 87% done in SCM (ECHO) and 12% dictated. Six months ago 33% of all physician notes were electronic.

• Patient Financial Services plan to get net days in AR from 54.6 days in August to target of 48.3:

o Days in AR have increased due to loss of 8 FTEs to the EPIC project in June. o Backfill staff was recruited in August, trained in September and fully effective in October. o Improvements started September with $4.9 million reduction in AR.

o Recruiting 4 temporary FTE’s in October for commercial follow-up to continue recovery and eliminate the backlog. o We will implement Cirius claim editing software in November which will improve clean claims from 40% to 70% improving efficiency and reducing billing delays. o The proposed Passport real time insurance eligibility system will further enhance efficiency and reduce turnaround time. o This plan will get us to target by April 2015.

• The most common means for disposal of used equipment by far, is trade-in. Recent examples include defibrillators, ventilators, and infant warmers (14 new ones received recently). We also sell to other organizations that are the “end users” (a recent example would be dialysis machines) as well as to 3rd party equipment "brokers" who refurbish or maintain spare part inventories.

We have recently partnered with MedShare (www.medshare.org) a 501(c)(3) corporation whose mission is to serve “the poorest of the poor” in underserved populations. Their program is unique in that they actually warehouse donated supplies and equipment until someone has a specific need. This ensures a high degree of utilization and gives El Camino Hospital the opportunity to provide 3rd world countries used equipment that is lacking financial value to ECH. MedShare does ship containers overseas - thus far over 1000 containers to 96 countries. This year alone they have shipped 142 containers to destinations including Northern Liberia, Nigeria and Cameroon. MedShare has never shipped to a facility in Croatia, but would do so (1) as long as the facility met certain financial, service and organizational criteria; and (2) there were no legal or other barriers posed by the recipient country.

There are, however, emerging liability concerns with donation of medical equipment including harm due to malfunctions and/or missed recalls. PHI remains a concern as well. Staff is investigating how we might revise our Management of Surplus Equipment Policy to minimize liability to El Camino Hospital.

• Partnered with PAMF and linkAges for an expanded Meet & Move project with outreach to Mountain View, Los Altos, Cupertino and Sunnyvale. This program benefits caregivers of older adults and measures social time connection and walking steps with the goal of health improvement.

• CONCERN won eight new accounts in October with a starting date of December or January 1, 2015 for implementation (which will serve a total of 7122 employees.)

• Identified and initiated office setup for South Asian Heart Center expansion in South Bay locations Los Gatos and Evergreen. Open House scheduled for 12/5/2014 at new Los Gatos location.

• ED Telepsychiatry Services – Specialists On-Call – In October the Board approved negotiations to enter into agreement with Specialists On-Call, a company that

provides Board-certified telepsychiatry services with a total annual compensation not to exceed $240,000. The Program is projected to be activated by November 15, 2014.

• The PCMH second round of mailers has been sent out. Other marketing strategies include video bios of the MD’s, a second brochure to go out emphasizing the community side of the office, and advertising on the digital signage at the hospital. Dr. Habib is featured this month in Health Beat to talk about the importance of getting the flu shot and measures that can be taken to avoid contracting and spreading this illness. The September PCMH dashboard shows that we are meeting 92% of our targets including Hemoglobin A1C control, hypertension management and appropriate CHF therapy.

• A team of nurses attended the 2014 ANCC Magnet Conference in Dallas, TX during the week of October 6th. Along with a record attendance of 8,040 nurses, our staff both inspired others, and was inspired themselves. Over 1,200 abstracts for this conference were submitted, and we were honored to have two selected for presentation:

o Evelyn Taverna, RN, CNS represented the HVI team that was selected to present a poster at the conference: Plan of Attack for Heart Failure Teach Back. o Suann Schutt, RN and Chris Tarver, RN, along with Dr. Michele Pezzani were selected to present a podium breakout: We're Sensing You! A Multi-phase Clinical Trial Examining Innovative Technology to Improve Patient-Turning Compliance.

• Rehab Facility Reunion was a success and had approximately 100 people in attendance. Dave Reeder, Board Member was in attendance and spoke briefly to the crowd.

• Performance Improvement collaborated with Quality and Dr. Laura Cook to apply for a Gordon and Betty Moore Foundation grant regarding Sepsis. The team received the grant and a part of the grant was used to apply for the International Sepsis Forum in Paris France. The team was accepted as poster presenters. Finally, the team was also accepted to collaborate with the Improvement Science Research Network on a dissemination plan for sepsis best practices to be provided to participating hospitals within network at the Research Summit in Texas in June 2015.

Community Lectures / Events

• On Saturday, October 11th, El Camino Hospital had a presence at the Silicon Valley Heart & Stroke Walk with over 160 employees and their families walking to support healthier lives, free of cardiovascular disease and stroke. As the Red and White Hat Sponsor, we celebrated those who have made positive lifestyle changes and honored survivors. We also raised more than $12,500!

• On Tuesday, October 14th orthopedic lecture at the Los Gatos campus had 33 community members in attendance. Dr. Sandeep Gidvani discussed cervical myelopathy and common symptoms that often go undiagnosed.

• On Saturday, October 18th, our 2nd annual Silicon Valley Health & Wellness Expo took place at West Valley College. El Camino Hospital and the Saratoga Senior Center partnered to provide health education and resources to our community with more than thirty physicians and program experts from ECH representing different specialties, demonstrations of our advanced medical technologies like Artemis 3D Imaging and Bronchial Thermoplasty. Over 200 administered flu shots, skin assessments, CPR trainings by Santa Clara Fire and healthy cooking demos by Chef Jacques. With nearly 350 registered attendees plus walk-ins, the event was busy with many interactive ways to engage, educate and promote health to the community.

• On Wednesday, October 29th, we launched the Breast Reconstruction Program with a BRA Day event at Hotel Los Gatos. BRA Day is the annual day to celebrate Breast Reconstruction Awareness. Women in our community were encouraged to attend and learn more about the comprehensive services offered through the program, including recent advances in treatment options for breast reconstruction and being inspired by an active patient advocate and breast cancer survivor.

• RotaCare hosted the RotaCare Bay Area 3rd Annual conference at ECH. All 12 network clinics were in attendance with a very successful exchange of best practices for free clinics.

Digital Engagement

Website: • Over 250K pageviews and 198K uniques; this is an 8.72% increase over the last month and a 15% increase over FY14.

Social Media:

• Facebook grew to over 12k fans, an 8% increase over last month and an 85% increase over last year. Facebook reached 39k users.

• The average engagement rate per post was 12%, a 33% increase from last month. Top three Facebook posts with the highest engagement rate: o ECH stadium blanket giveaway, 27% o Healing Arts team, 23% o Cupcake Throwdown, 22%

• The average reach per post was 813. Top three Facebook posts with the highest reach: o Tomi Ryba nominated for Ice Bucket Challenge, 6k o Cupcake Throwdown, 2k o ECH Giant's fans before playoff game, 1.9k

Government and Community Engagement:

• Brenda Taussig and I met with Saratoga City Manager James Lindsay and Sunnyvale City Manager Deanna Santana to discuss community needs and opportunities for collaboration, particularly with regard to services for older adults. Staff attended large forum hosted by the Silicon Valley Leadership Group featuring Congressman Kevin McCarthy, the new House Majority Leader, and the first California Representative to be elected to this powerful position.

• County Supervisor Joe Simitian, Asian Americans for Community Involvement and El Camino Hospital hosted a roundtable luncheon at the Mountain View campus for leaders of the Asian American community in Santa Clara County. Twenty people attended including leaders in local government, nonprofit and community groups. Jean Yu gave a well-received overview of resources available through the Chinese Health Initiative. South Asian Heart Center resources were also provided to each participant.

• Community partner events: Staff and board attended many sponsored events, including the Healthier Kids Foundation, the Gardner Family Health Center,

Adolescent Counseling Services’ Outlet for LGBT teens, the Los Altos Community Foundation Annual Brunch, and the annual event for PACT, a large interfaith coalition. Dr. Einarson spoke at the Greentown-Los Altos dinner focused on “Farm to Table” fresh food and a healthy environment, and was a “celebrity server” at the Silicon Valley Council of Nonprofits Annual “Be Our Guest” Luncheon.

• The South Asian Heart Center participated in the Cupertino Diwali Mela Festival with 1,000 attendees including 250 grand prize drawing entrants, 30 AIM to Prevent Screenings and 100 BP and BMI screenings.

• Provided support for the following community agencies through the Community Benefit Sponsorship Program in the month of October: Pathway Home & Hospice, Momentum for Mental Health, Gardner Family Health, Healthier Kids Foundation, Alzheimer’s Association, Community Health Awareness Council (CHAC), Indian Health Center and PACT (People Acting in Community Together).

• Participated with HLRC information tables at Fujitsu Employee Health & Wellness Fair, Silicon Valley Health & Wellness Fair, Senior Wellness Fair in San Jose and Active Zone workshops educating over 500 older adults about ECH and the services we offer.

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Att 16 - iCare Ad Hoc Committee Presentation.pdf iCare Ad Hoc Committee Quarterly Board Report

12th November 2014 Patricia A. Einarson, MD iCare Ad Hoc Committee Chair Agenda

1. iCare’s Link to ECH’s Strategy 2. Key Accomplishments Since Last Board Update 3. Project Overview via Dashboard 4. Project Risks & Mitigation Strategies 5. Next Steps / Ask of the Board

Attachment Epic Response Re: Identifying Patients at Risk for Ebola Virus Disease

2 iCare’s Link to ECH’s Strategy: Cascading Framework

ECH Strategy

iCare Guiding Principles Strategic Alignment

iCare Key Performance Indicators Tier 1: Dashboard KPI’s Tier 2: Overall Project KPI’s Tier 3: Application Specific KPI’s Tier 4: Go-Live Metrics and Attributes of Success

3 iCare’s Link to ECH’s Strategy: ECH’s Strategy

Optimize• Health & Wellness Achieve the Triple Aim: Quality, Service & Affordability Quality & Top Decile Quality Service • Top Decile Core Measures Moving Toward • Reduce Complications & Mortality Continuum of Care

Affordability Top Quartile Service • Patient access to primary care • Value Based Purchasing & chronic disease management

Continuum Efficient Operations • Coordinated Care Transitions of Care • Reduce Variation in Practice • Lean Process Improvement • Employee Well-Being

Innovation Competitive Pricing • Business & Provider Alliances for in Wellness • Pricing within Market Innovative Continuum of Care • Costs Aligned with Pricing

4 iCare’s Link to ECH’s Strategy: iCare Guiding Principles

Quality

• Transforms care with a focus upon patient safety and the voice of the patient • Incorporates evidence based guidelines to inform an enterprise wide design • Simplifies workflows to improve care delivery and outcomes • Promotes one time data entry in real-time as close to the patient bedside as possible

5 iCare’s Link to ECH’s Strategy: iCare Guiding Principles

Service

• Activates the patient and family in their care • Tells the patient’s story • Develops patient-centric workflows that improve the patient experience

Affordability

• Reduce printing with “go-green” design • Remove redundant applications with iCare as the system of choice

6 iCare’s Link to ECH’s Strategy: iCare Guiding Principles

Strategic Alignment

• Supports Patient-Centered Transformation (PaCT) and the “Triple Aim” • Enables sharing of patient information across the continuum of care • Integrated patient record extending into the community setting • Designing and implementing iCare is the top priority of the organization

7 iCare’s Link to ECH’s Strategy: iCare Guiding Principles

Governance

• Maximize use of the Epic Foundation System with careful consideration of any modifications • Facilitate timely decision making involving physicians, clinicians and users • Reach decisions by consensus and do not revisit unless compelling reason • Granting of system access occurs only after training and system proficiency achieved • Before and After Go-live goals and metrics will be used to track project performance

8 iCare’s Link to ECH’s Strategy: Draft Tier 1 KPI’s iCare Key Performance Indicator (KPI) Metrics

Tier 1: Dashboard KPI’s- (Focus: Benefits, Strategy, Triple Aim) KPI Domain Specific Content KPI Description Metric Extending Into Data Sharing EpicCare Link Community  Patient Chart Access Volumes Care Everywhere  Patient Chart Sharing with other Org’s Patient Access My Chart  Number of patients enrolled  Number of patients accessing record  Payments in MyChart Efficiency Medicare ALOS Admission and Discharge within 2 Reduce gap to GMLOS Midnight rule guidelines <65, > 65 Effectiveness Re-admission Rate CHF Pain Management Pain Re-assessment Patient Safety Medication Safety Medication Reconciliation at 90% of Med Rec Admission and Discharge opportunities are completed by the provider completed by the provider Patient Satisfaction Communication on HCAHPS Scores Medications Patient Centeredness Measure values and responsiveness during rounding using iPAD’s Transparency Price Estimation before Admission

9 Key Accomplishments Since Last Board Meeting

Today

10 Key Accomplishments Since Last Board Meeting

• Project Team is 100% Staffed

• Training and Certification testing is 99% complete

• 97% of Project Team has completed Certification

• ECH’s Epic hardware and software activated in remote date center

• Steering Committee approved Project Charter (Budget, Timeline, Scope)

• Governance Structure is fully staffed and engaged

- Board Ad Hoc Committee

- iCare Steering Committee

- Four Decision Committees (Core Clinical, Ambulatory, Reporting, Revenue Cycle)

• Project has established an effective “decision making rhythm”.

11 Key Accomplishments Since Last Board Meeting

• Twelve iCare Team members (MDs, Champions, Execs) attended Epic’s International User Group meeting in Verona, Wisconsin in September

• 61 Physician Subject Matter Experts (SME’s) are actively engaged in validation sessions

• Three week-long validation sessions and one reengineering session completed

• Total of 2,800 workflow points reviewed, 95% of the workflows contained within the Epic Foundation system were accepted. Remaining 5% of workflows are the focus of the reengineering and ongoing sessions.

• Phase 3: System Build started November 3rd

• One open issue from last Board update: we are still working on the key operational changes required based on validation session recommendations; e.g. “Schegistration” Scheduling and Registration

Project Overview iCarevia Project Dashboard Dashboard

Project Title: iCare Implementation Project Timeline/Milestones: Risks & Mitigations: Status Date: October 15, 2014 Key Dates: Milestone  Parallel Projects/Organizational Capacity: (High/Stable) While iCare project proceeds, ongoing legacy efforts are being completed. New Project Sponsors: Mick Zdeblick, Greg Walton, Eric 7/28/14 – 10/31/14 Phase 2, Validation requests that impact legacy software are being reviewed, denied, or Pifer, MD, Cheryl Reinking, RN Aug-Sept, 2014 Validation Session #1, #2 Concluded frozen, with only patient safety issues advancing. Mid-year Executive Epic Rating: 4.0 Sept, 2014 Technical Non-Prod Installs Concluded Leadership Team (ELT) retreat will focus on prioritization of efforts and Overall Project Status: (on 5.0-point scale) 9/30/14 iCare User Training Plan Kick-off Concluded attention. 10/1/14 – 10/2/14 On-site Reports training Concluded Overall Status Comments:  Evolving Ambulatory / Independent Physician Approach: 10/14/14 - 10/16/14 Validation Session #3 (Medium/Improving) “Outreach and Community Connect Phase 2 – Validation Phase (8/25/14 – 10/31/14) 10/22-10/23/14 Physician SME Epic training on-site Whitepaper” presented to iCare Steering Committee and IT Ad Hoc  70% Complete 10/28/14 - 10/30/14 Reengineering Sessions Committee and is under discussion. Consulting expertise has been  Planned completion of final workflow Validation 11/3/14 – 3/13/15 Phase 3, System Build engaged to survey physician community and draft a business plan that 12/26/14 50% of system build complete includes Epic offerings. A cost model is under review to identify costs Session #3 this week 1/30/15 75% of system build complete of switching, upfront costs, and ongoing costs to the independent  Schedule areas requiring workflow adjustments for 2/21 – 3/14/15 Workflow Walkthrough sessions physician. Reengineering (i.e., RIS/PACS, NICU, Endoscopy) 3/14/15 Build required for Testing complete  Scope, Timeline, Budget: (High/Increasing) The iCare Project rd  Project team achieves Epic certifications 3/16/15 – 11/7/15 Phase 4, Testing , Training, and Go-Live Validation sessions have uncovered the need for additional 3 -party 4/10/14 Physician content validated applications to ensure successful Go-Live. The financial cost of these Key Accomplishments (last 4 weeks): 4/24/15 Application Testing complete applications must be factored into the project budget and the rd  Attended User Group Meetings at Epic, Sept 15-19 8/7/15 Integrated Testing complete build/test timeline. Some of these 3 -party applications will replace or  EAP-Procedures work restored to on-schedule 8/7/15 90-Day Go-Live Readiness Assessment complete enhance existing legacy applications and the costs of these systems need to be addressed within the operational budgets of the affected  Concluded Validation Session #2 departments. The final Reengineering session (Oct 28-30) may reveal  Resolved >65% of follow-up validation action items Project Deliverables: Phase 2: Validation additional requirements. The iCare team will complete discovery and a. Achieve Project Team certifications d. Finalize conversion scope adjust the project timeline, budget, or scope. Key Dates and Activities, Next 4 weeks: b. Sign off operational workflows e. Complete CDM consolidation  c. Assemble device inventory and f. Select Meaningful Use Core/Menu objectives and quality Resolve remaining Validation Session action items locations measures  Complete interface, conversion, 3rd-party contracts Dependent Projects: Key Performance Indicators: TBD by October 2014  Obtain workflow sign-off from operational leaders STAR cleanup is 42% complete; EMPI Cleanup 7/1/14 – 11/20/14 Indicator Baseline Goal Current  Prepare for Reengineering Session, Oct 28-30 need plan for secondary systems Deploy New Interface Engine 7/1/14 – 12/31/14 PROD on schedule for end of 2014  Confirm Meaningful Use plan for Hospitals & Clinics Printer Strategy 6/1/14 – 12/31/14 On schedule; printer reviews started Eligibility/Claims Strategy 6/1/14 – 2/13/15 Contracts ready for signature

 Complete MyChart scope (Ambulatory Workgroup) PACS/RIS Replacement 9/1/14 – 2/14/15 Servers built; image migration started  Finalize selection of KPI metrics Slot Data Center (SDS) 5/1/14 – 6/1/15 Construction on schedule ICD 10 10/1/13 -10/1/15 Systems in testing

Project Focus Areas Budget Snapshot Summary, as of 9/30/14 FY14 & FY15 Total Project

Capital Budget $ 45,189,779 $ 64,761,683 Actual Spend $ 11,830,235 $ 11,830,235 % Used 26% 18%

Operating Budget $ 5,612,682 $ 74,314,231 Legacy and Other Reductions $ - $ (13,000,000) Adjusted Operating Budget $ 5,612,682 $ 61,314,231 Actual Spend $ 2,622,211 $ 2,622,211 % Used 47% 4%

13 Project Risks, Actions to Mitigate Top Three Risks

Risk: Parallel Projects / Organizational Capacity Actions to Mitigate: - iCare Project Team remains focused on Epic build & test - Ongoing legacy efforts are being completed, new requests impacting legacy software is being reviewed, denied, or frozen, with only patient safety issues advancing. - Mid year Executive Leadership Team (ELT) planning retreat is being conducted, main focus is prioritization of efforts and focus.

Risk: Evolving Ambulatory / Independent Physician Approach Actions to Mitigate: - “Outreach and Community Connect Whitepaper” drafted and presented to iCare Steering Committee and IT Ad Hoc Committee: Under discussion. - Consulting expertise hired to survey physician community and draft business plan with outlined Epic offerings. - Cost model is under review; inclusive of cost of switching, upfront costs and ongoing cost to the independent physician.

14 Project Risks, Actions to Mitigate Top Three Risks

Risk: Scope, Timeline, Budget Actions to Mitigate: - As the Validation sessions are completed we will better understand the additional 3rd party applications required for a successful go-live. These 3rd party applications will have a financial cost and those costs need to be factored into the budget and into the build, test timeline. - Some of these 3rd Party applications are replacements or enhancements of existing legacy applications. These costs need to be addressed within the operational budgets of the legacy departments, e.g. passport within finance. - The final reengineering session (Oct 28-30) may uncover additional requirements. The iCare team will complete discovery and adjust the timeline, budget, or scope.

15 Next Steps & Board Support Needed

• By our Next Quarterly Board Update we will have:

- Completed Validation

- Approved Project Key Performance Indicators (KPI’s)

- Finalized our Ambulatory and Independent Physician “iCare Offerings” Strategy

- Started to focus on Change Management

- Transitioned IT Ad Hoc Board leadership

• ASK of the Board:

- Continued support and recognition that over the next 3 – 6 months we may bring forth policy changes resulting from the validation and system build process.

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Att 16b - Memo - Epic Ebola Enhancement(V2).doc

Date: Board of Directors Meeting November 12, 2014

To: El Camino Hospital Board of Directors

From: iCare Project Leadership

Subject: Epic Response Re: Identifying Patients at Risk for Ebola Virus Disease

Some of you may have followed the series of events involving the first U.S. patient to be diagnosed with the Ebola virus at a Texas hospital. The patient first presented in the emergency department on September 25, but was sent home after being examined with an incorrect diagnosis. The patient returned several days later, more severely ill, and the diagnosis of Ebola was confirmed. On October 2, 2014, Texas Health Presbyterian Hospital, an Epic EMR organization, issued a news release titled “Ebola Update” stating that:

“Protocols were followed by both the physician and the nurses. However, we have identified a flaw in the way the physician and nursing portions of our electronic health records (EHR) interacted in this specific case. In our electronic health records, there are separate physician and nursing workflows.”

On October 3, 2014, Texas Health Resources issued a clarification to the original news release:

“We would like to clarify a point made in the statement released earlier in the week. As a standard part of the nursing process, the patient's travel history was documented and available to the full care team in the electronic health record (EHR), including within the physician’s workflow. There was no flaw in the EHR in the way the physician and nursing portions interacted related to this event.”

Although the Epic software had no fault in the missed detection of the Ebola-infected patient at Texas Health Presbyterian Hospital, the company has responded to the incident with a workflow enhancement to their Foundation System. The enhancement provides additional Ebola-specific screening checks to identify patients at risk for the Ebola Virus Disease. Once determined as “at risk” for being infected with Ebola, the software will tag the patient’s chart to ensure that all care providers in contact with the patient are aware of the patient’s status.

El Camino Hospital’s Epic Implementation Manager, Allison Briggs, confirms that the updated build will be reflected in our version of Epic’s environments by mid-October. This information, as well as the attached highly technical document, are being provided to the Board as an example of Epic’s responsiveness to changes in its’ clients’ clinical and operational challenges. If you are interested in

more detail on the specific functionality of the Epic Foundation System enhancement, please refer to the attached document: “Identifying Patients at Risk for Ebola Virus Disease.”

The news release from Texas Health Presbyterian Hospital is available here: http://www.texashealth.org/body.cfm?id=1629&action=detail&ref=1871 Separator Page

Att 17 - ECHD Board Chair Report.docx

DATE: Board of Directors Meeting – November 12, 2014

TO: El Camino Hospital Board of Directors

FROM: Patricia A. Einarson, MD, El Camino Healthcare District Board Chair

SUBJECT: First Annual El Camino Healthcare District Board Chair Report to the El Camino Hospital Board of Directors

BOARD ACTION: For Information

As the El Camino Hospital Board and the El Camino Healthcare District Board continue to evolve, there are many opportunities for shared governance. During this time of change, it is essential that the two entities proactively collaborate and communicate with one another and that the reporting structure and accountability remain clear.

To that end, the attached presentation details recent actions taken by the District Board that are of the greatest significance to the Hospital Board. I have also included a brief description of some of the District Board’s other activities including its study and review of what its future “purpose” might be and alternative governance structures.

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Att 17.2 - ECHD Board Chair Report(V2).pptx First Annual El Camino Healthcare District Board Chair Report to the El Camino Hospital Board of Directors Patricia A. Einarson, MD, ECHD Chair November 12, 2014 EL CAMINO HEALTHCARE DISTRICT: MISSION, PURPOSE AND RELATIONSHIPS

DISTRICT RESIDENTS

EL CAMINO HEALTHCARE DISTRICT REGULATORY (“ECHD”) COMMUNITY AGENCIES BOARD OF DIRECTORS

EL CAMINO HOSPITAL 501(c)3 (“ECH”) BOARD OF DIRECTORS

MEDICAL EXECUTIVE EL CAMINO COMMITTEE HOSPITAL

PURPOSE: The purpose of the District shall be to establish, maintain and operate, or provide assistance in the operation of one or more health facilities (as that term is defined in the California Health and Safety Code Section 1250) or health services at any location within or without the territorial limits of the District, for the benefit of the District and the people served by the District and to do any and all other acts and things necessary to carry out the provisions of the District’s Bylaws and the Local Health Care District Law. (Draft Revised Article I, ECHD Bylaws 10-14-14)

2 Actions Taken By the District Board July 1, 2013 through October 31, 2014

1. Approval of the FY 2013 and FY 2014 Consolidated ECHD Financial Audits and the El Camino Hospital FY 2015 Budget. 2. Approved revised job descriptions for its Board Chair, Vice Chair and Secretary/Treasurer.* 3. Approved a Community Benefit Grants Policy that gives staff mid-year flexibility to reallocate unused funds in an amount up to $150,000 without additional Board approval. 4. Approved an Amendment to the El Camino Hospital Bylaws establishing terms limits for the members of the El Camino Hospital Board of Directors. El Camino Hospital Board members are now limited to 12 consecutive years of service.

* Items highlighted in red are new/recently added areas of action or study.

ECHD Actions Continued

5. Created an Ad Hoc Committee to define the process by which Non- District Board Members (“NDBM”) are (re)-elected. 6. Adopted a competency-based process for the election and re-election of Non-District Board Members to the El Camino Hospital Board. 7. Adopted a revised job description for Non-District Board Members of the El Camino Hospital Board that includes competency criteria and meeting attendance guidelines. 8. Established a process that provides for quarterly communications between the District Board Chair, the El Camino Hospital Board Chair and the CEO to discuss matters that may arise involving both Boards. 9. Directed staff to increase the visibility of the District in the community with the use of logos and vis-boards at community benefit grantee sites.

ECHD Actions Continued

10. Requested the El Camino Hospital Board’s Governance Committee to, in the future, participate in preparing a list of potential candidates for consideration should there be a vacancy on the Hospital Board. 11. Began “awarding” Board Resolutions to honor community organizations for their service. 12. Approved approximately $5.8 million in community benefit funding for FY2015. 13. Adopted an annual assessment tool for the ECHD Board Chair. 14. Adopted a District Board Educational Plan that includes an annual visit to a community benefit grantee site and plans for increased interaction with the Association of California Healthcare Districts.

ECHD Actions Continued

15. Created and implemented a Pacing Plan. 16. Created a two-year master calendar reflecting election year activities. 17. Added two “special” District Board meetings to examine the working relationship between the ECH and ECHD Boards. 18. Appointed a District Board member (Julia Miller) to serve on the Silicon Valley Tobacco Securitization Authority. She is now Vice President. 19. Received Director Miller’s report re: the Community Benefit Advisory Council (“CBAC”) and approved revisions to the CBAC Charter.

ECHD Actions Continued

20. Delineated the activities and timeline and onboarding of newly elected Board Members. 21. Researched and corrected District Boundaries to state that parts of Los Altos Hills are within the District boundaries, not Los Altos Hills in its entirety. 22. Conducted a comprehensive review of the ECHD Bylaws. (Last updated in 2005; final approval expected in January 2015)

Other Topics Studied/Considered by the District Board

1. The History of the El Camino Healthcare District, including the formation of the El Camino Healthcare System Corporation and Integrated Delivery System (and subsequent unwinding of same which occurred between 1990 and 1998), and El Camino Hospital’s 2009 Los Gatos Real Estate Purchase. 2. Engaged a market expert to guide the Board in a discussion of the state of the healthcare market in Northern California today.

Other Topics Studied/Considered continued

3. The powers reserved to the District (“Reserve Powers”) vis a vis the El Camino Hospital Corporation as set forth in the EL Camino Hospital Bylaws Article III, Section 3.12, which include but are not limited to the following: a. Approval of the election of Directors b. Approval of the Corporation’s annual budget c. Approval of the selection of the Corporation’s CEO d. Approval of capital expenditures by the Corporation in excess of $25 million in a single transaction e. Approval of the Corporation’s overall strategy See, Appendix A

Other Topics Studies/Considered continued

4. Alternative district hospital governance structures through facilitated conversations and a panel discussion that included representatives from other California healthcare districts. 5. Engaged in discussions regarding what the District’s “purpose” should be. 6. Received the first annual El Camino Hospital Board Chair Report detailing the Board’s FY 2014 activities and areas of focus for FY 2015 and the first annual El Camino Hospital CEO report detailing the Hospital’s accomplishments in FY 2014 and plans and challenges for FY2015. See, Appendix B

Next Steps: Remainder of FY 2015 and Beyond

1. Continue to evolve the two Boards (ECH and ECHD). 2. Fine-tune the collaboration and communication between the two Boards. 3. Work with the ECH Board and its Governance Committee to revise the NDBM Position Description (if requested by District Board). 4. Continue working with marketing team to “brand” the District. 5. Educate key stakeholders as to the purpose of the District Board, its roles and responsibilities to the community, regulatory bodies, and El Camino Hospital.

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Att 17.3 - Appendix A_ Reserve Powers.docx

Appendix A

Excerpt From

AMENDED AND RESTATED BYLAWS

EL CAMINO HOSPITAL

ADOPTED

DECEMBER 7, 2005

AS AMENDED AND RESTATED

October 21, 2014

Article III, Section 3.12 “Rights of the Member” Only

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3.12 Rights of the Member. The Member shall have all rights granted to a member under the California Nonprofit Corporation Law. Without limiting the generality of the foregoing, the Member shall have the right to approve the election of directors, to approve the disposition of all or substantially all of the assets of the Corporation or to approve a merger and dissolution of the Corporation and the other rights set forth in the articles of incorporation and bylaws. In addition to the foregoing, the Member shall have the right to require the Corporation to provide to Member any financial information requested by the Member and to approve the following actions authorized by the Board of Directors of the Corporation:

1. To approve the selection of the Corporation’s Chief Executive Officer;

2. To approve the annual budget of the Corporation;

3. To approve capital expenditures by the Corporation of more than $25 million dollars in a single transaction;

4. To approve any expenditures or transfers by the Corporation in a single transaction apparent or a series of related transaction (in excess of 5% of the assets of the Corporation as determined based on last annual audit of the Corporation preceding the approval date of the proposed transaction);

5. To approve the overall strategy adopted by the Corporation.

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Att 17.4 - Appendix B to ECHD Board Chair Report.docx

Appendix B

(DRAFT REVISED ECHD BYLAWS PREPARED FOR PRESENTATION TO THE El CAMINO HEALTHCARE DISTRICT BOARD OF DIRECTORS AT ITS JANUARY 2015 MEETING)

AMENDED AND RESTATED

BYLAWS

EL CAMINO HEALTHCARE DISTRICT

ADOPTED

June 17January __, 2015

Formatted: Font color: Red, Strikethrough Formatted: Double underline, Font color: Blue

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Table of Contents Page

ARTICLE I PURPOSE ...... 1 ARTICLE II PRINCIPAL OFFICE ...... 1 ARTICLE III OFFICERS ...... 1 Section 1 CHAIRPERSON ...... 1 Section 2 VICE CHAIRPERSON ...... 2 Section 3 SECRETARY ...... 2 Section 4 TREASURER ...... 2 Section 5 ELECTION AND TERM OF OFFICERS ...... 2 Section 6 RESIGNATION OR REMOVAL ...... 2 Section 7 VACANCIES IN OFFICES ...... 2 ARTICLE IV DISTRICT DIRECTORS AND VACANCIES ...... 3 Section 1 NUMBER OF DISTRICT DIRECTORS AND QUALIFICATIONS ...... 3 Section 2 TERM OF OFFICE...... 23 Section 3 DISTRICT DIRECTOR COMPENSATION ...... 3 Section 4 VACANCIES ...... 3 ARTICLE V BYLAWS ...... 4 Section 1 INSPECTION OF BYLAWS ...... 4 Section 2 AMENDMENTS TO BYLAWS ...... 4 ARTICLE VI MEETINGS ...... 44 Section 1 PUBLIC ...... 44 Section 2 PLACE ...... 44 Section 3 TIME AND NOTICE ...... 44 Section 4 AGENDA FOR MEETINGS ...... 45 Section 5 QUORUM ...... 5 ARTICLE VII SPECIAL COMMITTEES ...... 55 Section 1 SPECIAL COMMITTEES ...... 55 ARTICLE VIII DISTRICT CHIEF EXECUTIVE OFFICER ...... 55 Section 1 SELECTION, AUTHORITY AND TERM ...... 55 Section 2 PERFORMANCE REVIEW ...... 6 Section 3 AUTHORITY AND DUTIES ...... 6 Formatted: Font color: Red, Strikethrough ARTICLE IX EXECUTION OF CORPORATION CORPORATE INSTRUMENTS, AND Formatted: Double underline, Font color: Blue i BN 17166206v3BN 17166206v3 BN 17166206v3BN 17166206v3

VOTING OF STOCKS AND MEMBERSHIPS HELD BY THE DISTRICT67 Section 1 EXECUTION OF CORPORATE INSTRUMENTS ...... 67 Section 2 VOTING OF STOCKS OWNED BY DISTRICT ...... 7 ARTICLE X MAINTENANCE AND INSPECTION OF REPORTS AND RECORDS ...... 7

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AMENDED AND RESTATED BYLAWS of EL CAMINO HEALTHCARE DISTRICT Santa Clara County, California

PREAMBLE

These Bylaws are adopted by the Board of Directors (the “District Board”) of the El Camino Healthcare District (the “District”), pursuant to Section 32104 of the Health and Safety Code of the State of California, for the purpose of establishing such rules and regulations, not inconsistent with law, as, in the opinion of the District Board of Directors, are necessary for the exercise of the powers conferred and the performance of the duties imposed upon it by the Local Health Care District Law and related statutes. In the event of any conflict between these Bylaws and the Local Health Care District Law, the latter shall prevail.

ARTICLE I PURPOSE

The purpose of this the District shall be (i) to establish, maintain and operate, or provide assistance in the operation of, one or more health facilities (as that term is defined in the California Health and Safety Code Section 1250) or health services at any location within or without the territorial limits of the District, for the benefit of the District and the people served by the District; (ii) to acquire, maintain and operate ambulances or ambulance services within or without the District; (iii) to establish, maintain and operate, or provide assistance in the operation of, free clinics, diagnostic and testing centers, health education programs, wellness and prevention programs, rehabilitation, aftercare, and such other health care services provider, groups, and organizations that are necessary for the maintenance of good physical and mental health in the communities served by the District; and (iv) and to do any and all other acts and things necessary to carry out the provisions of these the District’s Bylaws and the Local Health Care District Law.

ARTICLE II PRINCIPAL OFFICE

The principal office for the transaction of the business of the District and for the preservation of District records is hereby fixed and located at 2500 Grant Road, Mountain View, California 94040.

ARTICLE III OFFICERS

Section 1 CHAIRPERSON. The Chairperson shall conduct all District Board meetings, evaluate regularly the role and performance of the chairperson of the Board of Directors of El Camino Hospital, and the performance of the Board of Directors of El Camino Hospital in carrying out the purpose and mission of the District, evaluate annually the performance of the District Chief Executive Officer and District Chief Financial Officer in each case in Formatted: Font color: Red, Strikethrough collaboration with the entire District Board of Directors, . The Chairperson shall coordinate an Formatted: Font color: Red, Strikethrough 1 BN 17166206v3BN 17166206v3 BN 17166206v3BN 17166206v3

annual self-evaluation of the Board of Directors’ District Board’s performance, assure the orientation of new District Directors, and perform all other executive functions required by the District Board of Directorsand consult with the District Directors regarding each of the foregoing evaluations and executive functions performed by the Chairperson.

Section 2 VICE CHAIRPERSON. The Vice Chairperson may assume and perform the duties of the Chairperson in the absence or disability of the Chairperson or whenever the office of the Chairperson of the District Board is vacant. The Vice Chairperson shall have such titles, perform such other duties, and have such other powers as the District Board or the Chairperson shall designate from time to time.

Section 3 SECRETARY. The Secretary shall (i) ensure that the CEO has assigned staff to keep the minutes of all meetings of the District Board, send or cause to be sent appropriate notices and agendas for all meetings of the District Board, and act as custodian of all records and reports, (ii) attest in writing to the minutes of all District Board meetings and to the Resolutions of the District Board; , and (iii)iii) have such other powers and perform such other duties as may be prescribed by the District Board, the Chairperson or by these Bylaws.

Section 4 TREASURER. The Treasurer shall (i)(i) ensure that the CEO has assigned staff to keep correct and accurate accounts of the property and financial records and transactions of the District, and (ii) shall in general supervise or perform all duties incident to the office of Treasurer and such other duties as may be prescribed by the District Board, the Chairperson or by these Bylaws.

Section 5 ELECTION AND TERM OF OFFICERS. The In July of every odd-numbered year, the District Board shall elect officers from its members. Officers to be elected in 2002 are elected to a term of one (1) year. Commencing in 2003, the the District Directors then in office. The officers shall be elected by a majority vote of the District Directors. The District Board shall elect officers from its members in July of every odd-numbered year to serve for a term of two (2) years. Each officer shall hold office for such two (2) year term or until his or her successor is elected and qualified.

Section 6 RESIGNATION OR REMOVAL. Any officer may resign at any time or may be removed by the unanimous vote of the directors District Directors then in office (other than the officer himself or herself if he or she is a director) at any regular or special meeting of the District Board of Directors.

Section 7 VACANCIES IN OFFICES. Any vacancy which shall occur in the offices shall be filled in the following manner:

(a) The Chairperson of the District Board shall may appoint persons from the District Board of Directors to fill such vacancy until his or her successor is elected and qualified. Said appointment shall be subject to confirmation by the District Board.

(b) In the event a vacancy occurs in the office of the Chairperson, the Vice Chairperson shall automatically succeed to the office of the Chairperson for the remainder of the former Chairperson’s term of office. Formatted: Font color: Red, Strikethrough Formatted: Font color: Red, Strikethrough 2 BN 17166206v3BN 17166206v3 BN 17166206v3BN 17166206v3

ARTICLE IV DISTRICT DIRECTORS AND VACANCIES

Section 1 NUMBER OF DISTRICT DIRECTORS AND QUALIFICATIONS. The District Board shall consist of five (5) directors (““District Directors”). Each District Director shall be a registered voter who is a resident of the District.

Section 2 TERM OF OFFICE. Each District Director shall serve for a term of four (4) years, unless (a) such term is sooner terminated by such director’s District Director’s death, resignation or removal, or (b) a director District Director is appointed or elected to fill an unexpired term.

Section 3 DISTRICT DIRECTOR COMPENSATION. District Directors shall serve with compensation to the extent permitted by applicable law and in accordance with any policy adopted by the District Board. Each District Director shall be allowed reimbursement of his or her actual necessary travel and incidental expenses incurred in the performance of official business of the District in accordance with any policy approved by the District Board.

Section 4 VACANCIES. Vacancies The vacancy of a District Director position on the District Board shall be filled in accordance with the applicable law, including as applicable, the California Health and Safety Code of the State of CaliforniaSection 32100 et seq., Elections Code Section 1000 et seq., and Government Code Section 1780 et seq., as amended. The procedure for filling a vacancy occurring on the Board shall consist of the following:District Board shall be according to District policy for filling such vacancy. The District policy shall include procedures for notification of the public of the vacancy, in accordance with applicable law, establishing deadlines for receipt of applications from persons interested in filling the vacancy, and setting interviews of qualified persons by the District Board.

(a) A written notice of the vacancy shall be posted in three (3) or more conspicuous places in the District at least fifteen (15) days before the vacancy is filled;

(b) The subject of the vacancy shall be included in the agenda for the next meeting of the Board;

(d) The Chairperson, or the Board, shall establish a deadline for the receipt of applications from persons interested in filling the vacancy. Such deadline shall allow a reasonable amount of time to review the applications;

(e) Interviews shall be scheduled by the Board;

(f) The vacancy shall be filled by the remaining Directors within sixty (60) days immediately subsequent to the effective date of the vacancy, or the Board may within sixty (60) days of the vacancy call an election to fill the vacancy. Any such election shall be held on the next available election date under applicable provisions of the California Elections Code that is

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ARTICLE V (g) The person appointed shall hold office until the next district general election that is scheduled 130 or more days after the effective date of the vacancy, unless an election is also held on the same date for the purpose of electing a director to serve a full term in the same office to which the person was appointed, in which event the person appointed to the vacancy shall fill the balance of the unexpired term of his or her predecessor.BYLAWS

Section 1 INSPECTION OF BYLAWS. The Bylaws shall be kept at the principal office of the District and shall be open to public inspection.

Section 2 AMENDMENTS TO BYLAWS. Any provisions of the Bylaws may be amended by a vote of the majority of the entire District Board.

ARTICLE VI MEETINGS

Section 1 PUBLIC. All meetings of the District Board, whether regular, special or adjourned, shall be open to the public except that meetings of the District Board may be closed to the public by the District Board if allowed by California law.

Section 2 PLACE. Any regular All meetings of the Board shall be held at El Camino Hospital in Mountain View, California (including the main hospital building or any ancillary building owned or occupied by El Camino Hospital), and special or adjourned meetings may be called at any other location within the District, said call to contain the locationDistrict Board shall be called at any location within the District, unless otherwise permitted by applicable law. Meetings of the District Board may be called outside the District only as allowed by applicable law.

Section 3 TIME AND NOTICE. Statutory Meetings. Meetings of the Board shall be held without call or notice whenever required by statute.

(a)(a) Regular Meetings. Regular meetings of the District Board shall be held without call on the date and at the time and place established, from time-to-time, by resolution of the District Board. The District Board may establish the date and , time , and place of one (1) or more regular meetings in any such resolution.

(b)(b) Special Meetings. Special meetings of the District Board may be held, provided that such meetings comply with all requirements established by California law.

(c) Emergency Meetings. Emergency Meetings of the District Board may be held when permitted and with such notice as mandated by law.

Section 4 AGENDA FOR MEETINGS. The order of business at the meetings of the Board shall be as follows:

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(b) Approval of Minutes

(d) Adjournment

The agenda for . The order of business at the meetings of the District Board shall follow the agenda for the meeting, provided, however, that the order of business may be varied in the Chairperson’s discretion. The agenda for District Board meetings shall be developed by the Chairperson with the District Chief Executive Officer acting as staff to the Chairperson for this purpose. Any District Director may request that a matter be added to a future District Board meeting agenda. If such a proposal is made between District Board meetings, the District Director shall communicate the substance of the proposed item to the Chairperson and the District Chief Executive Officer with sufficient detail so such item may be properly added to the agenda for a District Board meeting. Such item shall be added to the District Board agenda for the next meeting of the District Board for which there is sufficient time to fully comply with all notice and agenda posting requirements applicable to the CorporationDistrict. Any such item so added to the District Board agenda may be removed from the District Board agenda by a motion made by any District Director at such meeting if such motion is approved by the District Board. If a District Director proposes that an item be added to the District Board agenda for a future District Board meeting during a District Board meeting, then such item shall be added to the District Board agenda unless the District Board adopts a resolution directing that such item not be added to the agenda.

Section 5 QUORUM. Three (3) members District Directors shall constitute a quorum.

ARTICLE VII SPECIAL COMMITTEES

Section 1 SPECIAL COMMITTEES. Special committees shall be created as the need may arise. The chairperson of the committee must be a member of the Board District Director appointed by the Chairperson of the District Board , and all committees shall include one (1) or more members of the BoardDistrict Directors. All members of the committees, other than the chairperson of the committee, are subject to approval by the District Board. Fifty percent (50%) attendance shall represent a quorum. Written minutes of all meetings shall be kept. All special committees shall be advisory to the District Board unless otherwise specified by the District Board.

ARTICLE VIII DISTRICT CHIEF EXECUTIVE OFFICER

Section 1 SELECTION, AUTHORITY AND TERM. The District Board (a) may select and employ a competent, experienced District Chief Executive Officer who shall be its or (b) may enter into a management services agreement or other similar agreement for services under which a District Chief Executive Officer may be provided. Such District Chief Executive Officer shall be the District Board’s direct executive representative in the management of the District. This The District Chief Executive Officer shall be given the necessary authority and Formatted: Font color: Red, Strikethrough held responsible for the administration of the District in all its activities and departments subject Formatted: Font color: Red, Strikethrough 5 BN 17166206v3BN 17166206v3 BN 17166206v3BN 17166206v3

only to such policies as may be adopted, and such orders as may be issued by the District Board of Directors or by any of its committees to which it has delegated power for such action. He or she shall act as the “duly authorized representative” of the District Board in all matters in which the District Board has not formally designated some other person for that specific purpose. However, nothing in this section is to be construed as depriving or delegating from the District Board to the District Chief Executive Officer any of the powers and duties imposed upon the District Board by the Local Health Care District Law, Division 23, or Chapter 1 of the Health and Safety Code of the State of California, or related statutes. The District Chief Executive Officer shall hold office from the date of hire engagement until the end of his or her term in office or sooner at the sole discretion of the District Board, subject to any employment or other agreement approved by the District Board.

Section 2 PERFORMANCE REVIEW. The District Board shall continually regularly review the performance of the District Chief Executive Officer and (a) if directly employed, provide counseling in areas where improvement is needed or (b) if provided under a management contract, then provide the evaluation to the opther party to such contract.

Section 3 AUTHORITY AND DUTIES. The authority and duties of the District Chief Executive Officer shall be as follows:

(a) To prepare an annual budget showing the expected receipts and expenditures of the District as required by the District Board.

(b) To select, engage, employ, manage and discharge all employees serving in positions as authorized by the District Board or those providing services pursuant to a management services agreement approved by the District Board.

(d) To submit regularly to the District Board or its authorized committees, periodic reports showing the professional service and financial activities of the District and to prepare and submit such special reports as may be required by the District Board and/or its functioning committees.

(e) To serve as the liaison officer and channel of communications for all official communications between the District Board or any of its committees, and its adjunct organizations.

(f) To act as an ex-officio member of all District Board committees.

(g) To perform any other duty that may be necessary in the best interest of the District.

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ARTICLE IX EXECUTION OF CORPORATION CORPORATE INSTRUMENTS, AND VOTING OF STOCKS AND MEMBERSHIPS HELD BY THE DISTRICT

Section 1 EXECUTION OF CORPORATE INSTRUMENTS. The District Board may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the District.

Unless otherwise specifically determined by the District Board or otherwise required by law, formal contracts of the District, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the District, and other corporate instruments or documents, and certificates of shares of stock owned by the District, shall be executed, signed, or endorsed by the Chairperson.

All checks and drafts drawn on banks or other depositories on funds to the credit of the District, or in special accounts of the District, shall be signed by such person or persons as the District Board shall authorize to do so.

Section 2 VOTING OF STOCKS OWNED BY DISTRICT. All stock of other corporations or memberships in other corporations owned or held by the District for itself, or for other parties in any capacity, shall be voted, and all proxies with respect to such stock or memberships shall be executed, by the person authorized to do so by resolution of the District Board, or in the absence of such authorization, by the Chairperson of the District Board, or Vice Chairperson or by any other person authorized to do so by the Chairperson or the Vice Chairperson of the District Board.

ARTICLE X MAINTENANCE AND INSPECTION OF REPORTS AND RECORDS

The District shall keep at its principal office the original or a copy of its charter and these Bylaws as amended from time to time. Each District Director shall have the absolute right at any reasonably time to inspect all books, records, and documents of every kind and the physical properties of the District. This inspection by a District Director may be made in person or by the agent or attorney. The right of inspection includes the right to copy and make abstract of documents.

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ADOPTION OF AMENDED AND RESTATED BYLAWS

Approved and adopted by Resolution No. 2014-8 2014-__ at a meeting of the Board of Directors of El Camino Healthcare District, duly held on June 17December __, 2014.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the currently elected and acting Secretary of El Camino Healthcare District, a public hospital district, and the above Amended and Restated Bylaws, consisting of 7 pages, are the Bylaws of the El Camino Healthcare District as adopted pursuant to the required affirmative vote of the Board of Directors of El Camino Healthcare District on December 7, 2005 and as amended and restated pursuant to the required affirmative vote of the Board of Directors of El Camino Healthcare District on March 1, 2006, on January 17, 2012, on May 1, 2013 and , on June 17, 2014, and on December __, 2014.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on ______, 2014.

______Dennis Chiu, Secretary

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