PRESENTED BY. I. CALL TO ORDER/ROLL CALL John Zoglin Board Chairman II.

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1 AGENDA El Camino Hospital Board of Directors Special Meeting Tuesday, August 9, 2012 at 6:00 p.m. Conference Room A, ground floor 2500 Grant Road, Mountain View, California 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. PRESENTED BY I. CALL TO ORDER/ROLL CALL John Zoglin Board Chairman 6:00 p.m. II. ADJOURN TO CLOSED SESSION The Board will adjourn to a Closed Session, pursuant to the sections of the California codes noted below: 1. Conflict of Interest disclosures relating to Item 2-4 on the Closed Session agenda pursuant to the Code provisions listed below. 2. Report involving health care facility trade secret, Health and Safety Code Section 32106(b) and Conference with Legal Counsel pending or threatened litigation Gov t Code Section (b) & (c) --Government Affairs Programs 3. Report involving health care facility trade secret, Health and Safety Code Section 32106(b) possible motion --Development of New Services and Programs 4. Report involving Gov t Code Sections 54957and for discussion and report on personnel matters --COO proposed salary recommendation 5. Adjourn to Open Session III. RECONVENE OPEN SESSION To report any required disclosure regarding permissible actions taken during Closed Session John Zoglin Board Chairman 6:26-6:27 IV. ACTION A. CEO Report Discussion of Government Affairs Program and Expenditures. ATTACHMENT 4 Tomi Ryba President and CEO public comment possible motion 6:27-6:35 B. COO Proposed Salary Recommendation ATTACHMENT 5 Wes Alles, Chair Executive Compensation Committee public comment motion required 6:35-6:40 C. Delegation to Ad Hoc Committee with respect to initiative John Zoglin Board Chairman public comment possible motion 6:40-6:50

2 Agenda: Special Meeting August 9, 2012 Page 2 V. INFORMATION Onboarding Update: Board and Committee Orientation Status Portal Access and Training Videoconferencing Capabilities Committee Calendar ATTACHMENT 6 Tomi Ryba President and CEO 6:50-7:00 VI. ADJOURNMENT 7:00 p.m. No business other than the subject matter noted above shall be considered by the Hospital Board PLEASE NOTE: The CLOSED SESSION is for Board Members and Board staff only. Agenda

3 Separator Page El Camino Hosp Goverment Affairs Progam Issues Advocacy Information Memo.doc

4 DATE: August 3, 2012 TO: FROM: RE: El Camino Hospital Board Tomi Ryba, President & CEO Fiscal Year 2013 Government Affairs Program & Issue Advocacy Information Report Government Affairs Program As the Board is aware, the Hospital Administration has taken steps to establish a robust government affairs program this fiscal year. Given the size of the corporation and its role within Silicon Valley, we believe it is an important element for the Administration to establish on a permanent basis going forward. Recent legislative matters in Sacramento, the Hospital s administrative obligations to the support the District, the District s involvement with the Local Agency Formation Commission and local ballot measures have made this need even more apparent. The purpose of this memo is to highlight some of the actions the Hospital Administration has already implemented and intends to undertake in the coming months. I have assigned the responsibility for management of the government affairs program to Chris Ernst, Vice President of Community Affairs, who will coordinate with Finance, CONCERN, and legal counsel as these divisions of the organization play an important role in many government affairs matters. The Hospital has started a hiring process for a Government Affairs Manager to coordinate all federal, state, regional and local matters that might affect the organization. The new Government Affairs Manager will be primarily responsible for local government affairs. At the regional level, we intend to continue participating with the Silicon Valley Leadership Group which plays a key role in local, regional, state and federal level on issues of interest to the Hospital. Also, the Hospital has engaged a public affairs and lobbying firm in Sacramento to represent the organization s interests in Statewide and Federal legislative and regulatory issues. We will make certain these collective efforts are integrated and synchronized. We will continue to engage legal counsel and other advocates as necessary to assist us with legislative and regulatory government issues as necessary at all levels of government. The Government Affairs team will have responsibility for ensuring that the organization s interests are properly represented at all levels of government in a coordinated fashion in much the same way that other large corporations and hospitals like ours have in place, including issue advocacy consistent with the Hospital Corporations adopted policies and positions.

5 Issues Advocacy As we enter an active campaign season, the Hospital Corporation is already receiving requests for financial assistance from campaigns in support of one or more ballot measures. As a 501(c)(3) corporation, the organization is able to provide financial support to issues based campaigns, but not candidates. As there are number of statewide ballot measures slated for voter consideration this fall, the Hospital Corporation may be asked to support one or more of them. For example, we are well aware that the El Camino Hospital District has placed an executive salary cap initiative on the ballot. At a previous public meeting, the Hospital Board adopted a resolution opposing this measure. Within my delegated authority, and within budget parameters, I will draw from the FY13 Hospital budget to support issue advocacy efforts and associated campaigns that further the organization s interests and are consistent with established Board policy positions, up to $500,000. I will provide updates to the Board as to the purpose and use of funds. In the event a request is made to the Hospital Corporation to support or oppose an issue for which the Hospital Corporation has no established policy position, I will present the matter to the Board for determination prior to providing any monetary contributions to a related campaign. However, when such requests are made on a matter where the organization already has established policy position, a contribution can be approved under the CEO s preexisting administrative authority without further review by the Board within pre-approved delegated authority; I will comport with this policy. As an example, the Citizens for Responsible Health Care at El Camino Hospital has been organized by a group of concerned citizens to oppose the executive salary compensation ballot initiative. The Hospital Corporation is not a part of the Committee, nor is it involved in the management of the Committee s campaign. However, given the Hospital Board s adopted opposition to this matter due to its incredibly detrimental impacts on the Hospital Corporation s ability to continue effectively providing quality health care, it is important for the organization to support the Committee s efforts from a financial perspective to defeat the initiative. I have therefore authorized an initial contribution of $49,000 to the Committee, which has already been made, and the Hospital Administration intends to make significant additional contributions to facilitate the opposition campaign from the FY13 budget. We will ensure that the Hospital properly reports any such contributions as required by state campaign law. Although not required by the Hospital s existing administrative procedures with respect to the CEO authority to authorize such expenditures, in an effort to be as transparent as possible and given the anticipated controversy surrounding contributions related to the executive compensation ballot initiative, I will make sure to advise the Board on a regular basis if and when any such expenditures are made.

6 Separator Page 5. COO Base Salary Rec v4.doc

7 Executive Compensation Committee Date: August 8, 2012 To: Board of Directors of El Camino Hospital From: Wes Alles, Chairperson, Executive Compensation Committee Re: Base Salary Recommendation for incoming Chief Operating Officer The Executive Compensation Committee recommends that the El Camino Hospital Board of Directors approve a base salary of $470,000/year for Michael P. Zdeblick, Chief Operating Officer who is scheduled to start employment on September 4, Action Requested: The Executive Compensation Committee requests the El Camino Hospital Board of Directors approve a base salary of $470,000/year for the incoming Chief Operating Officer for FY Upon Board approval, the Hospital will prepare a written employment agreement with an initial term of three years. WA/jj

8 Separator Page Onboarding Update.pdf

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11 Separator Page ECH Hospital Board and Committee Orientation Agenda Thurs-Sat (DRAFT) v20 (2).doc

12 ECH Hospital Board and Committee Orientation Agenda August 23-25, 2012 Key Objectives D r a f t F o r I n t e r n a l U s e O n l y Keynote Kick-off (Thursday evening, August 23) Understand the impact of health care reform Approximately 200+ attendees (not including the keynote speaker and 2 facilitators) o ECH District Board of Directors (4) o ECH Hospital Board of Directors and Committee Members (29) o ECH Senior Management Team and Select Staff (130) o Stakeholders [e.g., Patients, Foundation members, Community Advisory Councils, TBD] (50) o Medical Staff Leadership (20) Board Orientation Day 1 (Friday, August 24) Get to know each other and build working relationships Learn about ECH s mission and vision, background and history, board evolution and ECH s governance model (district vs. hospital) Highlight ECH s commitment to being a patient-focused, high-quality provider of health care Discuss the ECH strategic plan and understand the Silicon Valley market Understand the impact of health care reform on ECH s strategic plan Board Orientation Day 2 (Saturday, August 25) Establish a shared understanding of the board s roles and responsibilities vis-à-vis management Understand the work of committees Highlight the importance of board dynamics and culture Creating High-Performing Boards 1

13 El Camino Hospital Hospital Board and Committee Orientation Retreat Agenda - DRAFT Become familiar with the Brown Act Attendees for Friday and Saturday Approximately 50 attendees (not including the keynote speaker and 2 facilitators) o ECH District Board of Directors (4) o ECH Hospital Board of Directors and Committee Members (29) o ECH Senior Management Team and Select Staff (20) Keynote Kickoff (Thursday, August 23) Location: Sharon Heights Country Club Time Activity Presenter 5:00 pm Check-in at Registration Desk 5:30 6:30 pm Reception 6:30 6:45 pm Welcome and Introduction of Keynote Speaker (talking points for John and Tomi Chris) John Zoglin, Board Chair Tomi Ryba, President & CEO 6:45 8:00 pm Dinner Keynote Address Setting the stage Understanding the impact of health care reform Ian Morrison, Keynote Speaker Board Orientation Day 1 (Friday, August 24) Location: ECH Mt. View-Conference Center Time Activity Presenter/Notes 8:00 am Check-in at Registration Desk 8:00 8:30 am Continental Breakfast 8:30 8:45 am Welcome and Introduction (talking points for John NC) John Zoglin, Board Chair Creating High-Performing Boards 2

14 El Camino Hospital Hospital Board and Committee Orientation Retreat Agenda - DRAFT Time Activity Presenter/Notes 8:45 10:00 am Overview of the Day and Getting to Know You David Nygren, PhD, will provide an overview of the day, our goals and desired outcomes. He will take us through an exercise to help us get to know each other better. David Nygren, PhD, Facilitator 10:00 10:15 am Break 10:15 11:45 am ECH Overview (talking points for Tomi Chris) Tomi Ryba, El Camino Hospital President and CEO, will provide a high-level overview of the hospital s clinical programs. We will also get to hear about El Camino Hospital from a patient and a physician s perspective. Tomi Ryba, CEO to provide introduction Guest Patients: Alan and Kim Nilsson Guest Physician: Dr. Gudapati 11:45 am Noon Lunch (Grab lunch and change seats) Noon 1:30 pm Working Lunch: ECH Strategy (talking points for Tomi Chris) Tomi Ryba, CEO Eric Pifer, MD, CMO Michelle McGowan Director, Strategic Planning Cal James, Chief of Strategy and Business Development 1:30 1:45 pm Break/Transition 1:45 3:15 pm Working Session with Ian Morrison Implications of the reform on ECH s strategy Ian Morrison, Guest Speaker 3:15 3:30 pm Break 3:30 4:30 pm Overview and Discussion of ECH s Governance Model & Hospital Structure El Camino Hospital senior executives and board leaders will present and open a discussion about the following areas: Evolution of ECH board (talking points for John Chris) Distinction between ECH District Board and ECH Hospital Board (talking points for Patty Chris) Corporate Compliance Brown Act John Zoglin Board Chair Patty Einarson Board Vice Chair Diane Wigglesworth Director of Corporate Compliance Mitch Olejko, Legal Counsel Creating High-Performing Boards 3

15 El Camino Hospital Hospital Board and Committee Orientation Retreat Agenda - DRAFT Time Activity Presenter/Notes 4:30 5:00 pm Wrap-up and Evaluation of Day 1 David Nygren, PhD, Nygren Consulting 5:00 6:30 pm Refreshments ECH Conference Center Attendees include board directors, committee members, chiefs of staff and the senior executive team. Board Orientation Day 2 (Saturday, August 25) Location: ECH Mt. View Conference Center Time Activity Presenter 8:00 am Continental Breakfast 8:30 9:00 am Reflections from Yesterday David Nygren, PhD, Nygren Consulting 9:00 10:45 am The Work of the Hospital Board and Leveraging Your Experience David Nygren will moderate a discussion with four seasoned El Camino Hospital board members that will address their experiences serving El Camino Hospital as well as core concepts related to the following areas: Board roles and responsibilities, goals, dashboards Board-Management Compact (working relationship between the board and management) Relationship with the community David Nygren, PhD, Nygren Consulting 10:45 11:00 am Break Creating High-Performing Boards 4

16 El Camino Hospital Hospital Board and Committee Orientation Retreat Agenda - DRAFT Time Activity Presenter 11:00 11:45 am (Seating assignments by committee) The Work of the Hospital Board Committees David Nygren will lead an overview of key aspects of the work of El Camino Hospital s committees, as well as provide an opportunity for members to review their committee s charter, goals, and a sample agenda, before breaking into committee groups for further discussion and review. Overview of each committee s roles and responsibilities Committee-specific competencies Board-committee relationship Describe breakout sessions for the afternoon David Nygren, PhD, Nygren Consulting 11:45 am Noon Lunch Grab lunch and move into committees Rotation 1 Noon 1:30 pm Working Breakout Sessions by Committee Rotation 1: Quality, Investment, and Corporate Compliance committees During this time, Executive Compensation, Governance, and Finance committee members will receive a training on the board portal, take a tour of the hospital, have their hospital name badge created and photo taken Committee Chairs 1:30 1:40 pm Transition to second breakout session 1:40 3:00 pm Working Breakout Sessions (continued) Rotation 2: Executive Compensation, Governance, and Finance committees During this time, Quality, Investment, and Corporate Compliance committee members will receive a training on the board portal, take a tour of the hospital, have their hospital name badge created and photo taken 3:00 3:45 pm Reconvene and Debrief What went well? Where can we improve? What remains unfinished? How can we continue to build a culture of accountability, transparency and highperformance on the board and committees? David Nygren, PhD, Nygren Consulting Creating High-Performing Boards 5

17 El Camino Hospital Hospital Board and Committee Orientation Retreat Agenda - DRAFT Time Activity Presenter 3:45 4:00 pm Closing Comments (talking points for John Chris) John Zoglin, Board Chair 4:00 pm Adjourn (Fill out evaluation form) Creating High-Performing Boards 6

18 Separator Page ECH Committee Breakout Sub-Agenda - August (2).doc

19 ECH Committee Breakout Session Agenda August 25, 2012 Key Objectives D r a f t F o r I n t e r n a l U s e O n l y Lay the foundation for a creating a high-performing team Review the committee s goals Review the committee charter with the intent to: o o Distinguish between operating and oversight of committee activities Discuss membership criteria Review sample agenda Review dashboard/scorecard and refine as necessary Discuss how committee work and its staffing will be conducted Discuss Board-committee relationship (compact) Materials for distribution: o o o o Fiscal Year 2012 charters and goals Fiscal Year 2013 charters and goals Past three meeting agendas and minutes Committee reports and dashboards Committee Breakout Session 1 Quality, Investment, and Corporate Compliance Committees 12:00 12:15 p.m. Introductions, specifying the skills and knowledge each person brings to the table 12:15 12:30 p.m. Respond to questions regarding committee charters and goals 12:30 1:00 p.m. Review materials core to the committee s work (staff to provide) Creating High-Performing Boards 1

20 El Camino Hospital Committee Breakout Session Agenda - DRAFT 1:00 1:30 p.m. Discussion: agenda, calendar of meetings, working compact Committees not meeting at this time will participate in the following activities: 12:00 12:45 p.m. Board Portal Training in Computer Room 12:45 1:10 p.m. Photo shoot in Conference room A 1:10 1:30 p.m. Security Badges in Security office Transition to second breakout session (1:30 1:40 p.m.) Committee Breakout Session 2 Finance, Governance, and Executive Compensation Committees 1:40 2:00 p.m. Introductions, specifying the skills and knowledge each person brings to the table 2:00 2:15 p.m. Respond to questions regarding committee charters and goals 2:15 2:30 p.m. Review materials core to the committee s work (staff to provide) 2:30 3:00 p.m. Discussion: agenda, calendar of meetings, working compact Committees not meeting at this time will participate in the following activities: 1:40 2:25 p.m. Board Portal Training in Computer room 2:25 2:45 Photo shoot in Conference room A 2:45 3:00 p.m. Security Badges in Security office Creating High-Performing Boards 2

21 Separator Page CALENDAR BOARD AND COMMITTEE CALENDAR.docx

22 Administration Date: August 7, 2012 To: Tomi Ryba, President & CEO From: Ken King, CAO Re: Board Update - Video Conferencing The steps that have been and will be taken to upgrade the capability of the Ground Floor Conference Center Conference Rooms are as follows: Rooms A, B (A/B Combined) and E have had new Polycom systems installed to improve the audio on conference calls. This new system connects to the speakers in the room, however until we complete the installation of ceiling hung microphones we are required to use the existing wireless microphones. Additionally, we have configured the cameras so that Web-Ex software will function in these rooms. We are currently working with our AV contractor to have all conference rooms (A - G, IT Training Room Excluded) fitted up with Polycom and Web-Ex conferencing features. The most significant improvements involve the installation of the ceiling mounted microphones and the multi-configuration switching components that will fit our multi-purpose room environment. The new features are scheduled to begin in September and complete by mid- October. Instruction manuals will be prepared and staff will be trained on how to use these new features as they are installed. Please let me know if you have any questions or require additional information.

23 El Camino Hospital Board and Committees Sept 2012 Oct 2012 Nov 2012 Dec 2012 Jan 2013 Feb 2013 Mar 2013 April 2013 May 2013 June 2013 ECH District Board ECH Board No Meeting Study Sessions 8-24 & to Quality/ Patient Care and Patient Experience Committee Finance Committee Investment Committee ? Governance Committee No Meeting Corporate Compliance Privacy and Audit Committee Executive Compensation Committee Page 1 of