PALOMAR HEALTH BOARD OF DIRECTORS AGENDA PACKET. March 12, 2012

Transcription

1 PALOMAR HEALTH BOARD OF DIRECTORS AGENDA PACKET March 12, 2012 The mission of Palomar Health is to heal, comfort and promote health in the communities we serve. 1

2 PALOMAR HEALTH BOARD OF DIRECTORS T.E. Kleiter, Chairman Nancy L. Bassett, RN, MBA, Vice Chairman Jerry Kaufman PTMA, Secretary Linda C. Greer, RN, Treasurer Bruce Krider, MA Marcelo Rivera, MD Stephen P. Yerxa Michael H. Covert, FACHE, President and CEO Regular meetings of the Board of Directors are usually held on the second Monday of each month at 6:30 p.m., unless indicated otherwise For an agenda, locations or further information call (858) , or visit our website at MISSION STATEMENT The Mission of Palomar Health is to: Heal, Comfort, Promote Health in the Communities we Serve VISION STATEMENT Palomar Health will be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services CORE VALUES Patient s Well-Being We passionately give and support heartfelt care that encourages patient comfort and safety Professionalism Each of us takes pride in teamwork, self-discipline, our skills and trustworthiness Highest Quality We are each accountable for providing the safest, most effective and innovative care Affiliated Entities *Escondido Surgery Center * Palomar Medical Center * Palomar Medical Auxiliary & Gift Shop * Palomar Continuing Care Center * *Palomar Pomerado Health Foundation * Palomar Pomerado Home Care * Pomerado Hospital * Pomerado Hospital Auxiliary & Gift Shop * *San Marcos Ambulatory Care Center * Villa Pomerado Palomar Pomerado Health Concern* Palomar Pomerado Health Source* *Palomar Pomerado North County Health Development, Inc.* North San Diego County Health Facilities Financing Authority* u:templates\bd agenda inner cover sheet template:nla 2

3 Monday, March 12, 2012 Commences 6:30 p.m. PALOMAR HEALTH BOARD OF DIRECTORS REGULAR MEETING AGENDA Mission and Vision The mission of Palomar Health is to heal, comfort and promote health in the communities we serve. Pomerado Hospital Meeting Room E Pomerado Road Poway, CA The vision of Palomar Health is to be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services. I. CALL TO ORDER 2 Time Page II. OPENING CEREMONY 5 A. Pledge of Allegiance III. PUBLIC COMMENTS 5 (5mins allowed per speaker with cumulative total of 15mins per group - for further details and policy see Request for Public Comment notices available in meeting room.) IV. MINUTES * A. Regular Board Meeting - February 13, 2012 B. Closed Session Meeting - February 13, 2012 C. Closed Session Meeting - February 22, 2012 V. APPROVAL OF AGENDA to accept the Consent Items as listed * A. January 2012 & YTD FY2012 Financial Report (Addendum A) B. Approval of Revolving, Patient Refund & Payroll Fund Disbursements Jan Accounts Payable Invoices 2. Net Payroll Total C. Ratification of Paid Bills $44,131, $12,406, $56,538, D. Recording of Governing Board Meetings - GOV25 E. Finance Committee Bylaws F. Finance Committee Board Member Position Description G. Nursing CNE Policy H. Board Responsibilities Policy - GOV07 I. Compliance Plan Policy J. Arch Health Partners Request for Additional Capital Contribution to Thomas R. Knutson, Inc. K. Arch Health Partners Request for Additional Capital Contribution to Acquire Pacific Spine Clinic, Inc. and L. Mercer McKinley, MD, Inc. L. Budgeted Routine Physician Agreements Board Summary Report M. Pomerado Hospital/POP Bridge VI. REPORTS A. Medical Staffs *1. Palomar Medical Center - John Lilley, M.D A. Credentialing and Reappointments *2. Pomerado Hospital - Roger Acheatel, M.D A. Credentialing and Reappointments 3

4 B. Administrative 1 Chairman of the Palomar Pomerado Health Foundation - John Forst 5 Verbal Report A. Update on PPHF Activities 2 Chairman of the Board - Ted Kleiter 10 Verbal Report 3 President and CEO - Michael Covert, FACHE 10 Verbal Report VII. INFORMATION ITEMS A. Program Review San Diego Radiosurgery, LLC VIII. COMMITTEE REPORTS A. Audit and Compliance Committee B. Governance Committee C. Human Resources Committee D. Community Relations Committee E. Facilities and Grounds Committee F. Quality Review Committee G. Strategic Planning Committee H. Finance Committee I. Other Committee Chair Comments on Committee Highlights IX. BOARD MEMBER COMMENTS/AGENDA ITEMS FOR NEXT 10 MONTH X. ADJOURNMENT 4

5 Palomar Pomerado Health BOARD OF DIRECTORS REGULAR BOARD MEETING Palomar Medical Center / Graybill Auditorium Monday, February 13, 2012 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY CALL TO ORDER 6:30P.M. Quorum comprised Directors Bassett, Kaufman, Kleiter, Krider Rivera and Yerxa OPENING CEREMONY MISSION AND VISION STATEMENTS Excused: Director Greer The Pledge of Allegiance was recited in unison. The PPH mission and vision statements are as follows: NOTICE OF MEETING APPROVAL OF MINUTES Regular Board Meeting January 9, 2012 Closed Board Meeting January 9, 2012 The mission of Palomar Pomerado Health is to heal, comfort and promote health in the communities we serve. The vision of PPH is to be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services. Notice of Meeting was mailed consistent with legal requirements MOTION: by Kaufman, 2 nd by Bassett and carried to approve the regular and closed session Board meeting minutes of January 9, 2012 as submitted. APPROVAL OF AGENDA (to accept the Consent Items as listed) A. December 2011 & YTD FY2012 Financial Report B. Approval of Revolving, Patient Refund & Payroll Fund Disbursements Dec 2011 All in favor. None opposed. MOTION: by Bassett, 2 nd by Kaufman and carried to approve the Consent Items A E, as submitted. All in favor. None opposed. 5 1

6 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY Accounts Payable Invoices $45,600, Net Payroll $12,377, Total $ 57,978, C. Ratification of Paid Bills D. Board Audit and Compliance Committee Charter E. Independent Citizens Oversight Committee Approval of Minutes from November 15, 2011, Final Meeting REPORTS Medical Staff Palomar Medical Center Credentialing Richard C, Engel, M.D., Chief of PMC Downtown Medical Staff, presented PMC s requests for approval of Credentialing Recommendations. MOTION: by Bassett, 2 nd by Kaufman and carried to approve the Palomar Medical Center Medical Staff Executive Committee credentialing recommendations for the Palomar Medical Staff as presented. All in favor. None opposed. MOTION: by Krider, 2 nd by Yerxa and carried to approve the OBGYN rules and regulations, as presented. Pomerado Hospital Credentialing Roger Acheatel, M.D., Chief of Pomerado Medical Staff, presented Pomerado Hospital s requests for approval of Credentialing Recommendations. All in favor. None opposed. MOTION: by Bassett, 2 nd by Kaufman and carried to approve the Pomerado Hospital Medical Staff Executive Committee credentialing recommendations for the Pomerado Medical Staff as presented. Administrative Chairman - Palomar Pomerado Health Foundation John Forst All in favor. None opposed. 6 2

7 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY Mr. Forst stated that the Executive and Finance Committees met last week. The Foundation is beginning preliminary work on the FY 2013 budget and the 2 nd Quarter Financials were approved. Palomar Health Technology met on February 1 st and Dr. Kanter gave a summary of the recent presentation of MIAA at the Canadian 8th Annual Mobile Healthcare Summit. PHT is currently in talks with companies interested in advancing the application. The Gala Committee continues to meet monthly and review plans for the event, including revamping the silent auction. The next meeting is February 22. The Gala Kickoff Wine Tasting event is planned for March 23, 4:30 6:30 p.m. at Lexus Escondido. The Foundation Staff continues to support the Marketing Department in planning Grand Opening Festivities. The Grand Opening Committee met earlier this month and reviewed plans for all the events, including the gala, VIP, Medical Staff, Employee and Community Events. The Medical Staff Campaign has picked up some first-time major donors and in February received major commitments from medical groups approaching $500,000 which brings the total medical staff campaign to nearly $3 million. A newly formed committee under the Employee Campaign is heading a new effort to raise $500,000 for completion of the chapel at the new hospital. 18 members have been recruited to help lead this mini campaign and an additional 14 have been invited to join the effort. Donations of cash and PTO may be contributed to benefit the Chapel Fund. 7 3

8 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY The staff and Board continue to escort major donor prospects on tours of the new hospital. The sixth group from Pauma Valley, about 30 people, will tour this week. Past Pauma Valley tour participants have donated gifts totaling over $185,000 to the new hospital. A presentation on the new hospital was made to the Poway Kiwanis Group on February 9 th. An invitation to the Pomerado Hospital 35 th Anniversary, scheduled for April, was extended to the Kiwanis. The next issue of the PPH Newsletter is scheduled to be delivered this week. The Doctors Day appeal is scheduled to be delivered to households before the end of February with a reminder letter in early- tomid March, offering grateful patients an opportunity to honor their physicians for National Doctors Day on March 30. President and CEO Michael Covert Mr. Covert stated that recruitment for the Compliance Officer is continuing. Mr. Covert will be meeting with the recruiter tomorrow. The search for the Chief Development Officer has been narrowed to three candidates. Each candidate will be brought back for a one week to interview with staff and the Board. Mr. Covert stated that there will be three Board education session in April, May and June to discuss process redesign, education program, and transformation. Mr. Covert will be attending the IHI workshop, April 16-18, in Torrance, CA. Staff and Board members from other VHA west coast hospitals will be meeting to discuss HCAP scores. David Tam, M.D. and Nicole Adelberg were recognized for three years of service with PPH. 8 4

9 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY COMMITTEE CHAIR COMMENTS Audit and Compliance Director Bassett stated that the Board Audit and Compliance committee summary was included in the packet for review. Ms. Bassett thanked Ms. Sarti and Mr. Boyle for the excellent jobs that they are doing. The November and December Board Audit and Compliance committee meetings will be combined. The date of the combined meeting will be discussed at the February meeting. Governance The Governance Committee did not meet in January. Human Resources Director Yerxa stated that a summary of the committee activities was included in the packet for review. Director Yerxa stated that the committee will be meeting this Wednesday. Community Relations Director Kaufman stated that Community Relations committee met on January 11 th. The Grand opening ceremonies were discussed. Bobette Brown provided a transformation communications Update. Ann Koneke provided a community outreach update. Board Facilities and Grounds Director Rivera stated that the Board Facilities and Grounds committee met earlier today. PMC West continues to progress on schedule. Director Rivera stated that April 9 th is the anticipated date to receive keys to the facility. The Ramona site is coming along with ground breaking expected in June. Director Rivera stated that PPH is moving forward with the bridge at Pomerado through a private partnership. This will move through Finance Committee and to the full Board. It is expected to be an18 month process. Board Quality Review Director Bassett stated that BQRC has been canceled for tomorrow evening. MOTION: by Krider 2 nd by Kaufman and carried to approve Resolution No (03) 02 as submitted. All in favor. None opposed. MOTION: by Bassett 2 nd by Krider and carried to approve Resolution No (04) 03 as submitted. All in favor. None opposed. 9 5

10 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY Director Bassett stated that the monthly meetings have been changed to the 3 rd Monday of the month. Finance Director Greer was not present. Strategic Planning Chairman Kleiter stated that the Board Strategic Planning Committee did not meet in January. ADJOURNMENT 7:15P.M. SIGNATURES Board Secretary Jerry Kaufman, P.T.M.A. Board Assistant Nicole Adelberg 10 6

11 Palomar Health BOARD OF DIRECTORS Closed Session Palomar Medical Center / Graybill Auditorium 555 East Valley Parkway, Escondido, CA Monday, February 13, 2012 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP RESPONSIBLE PARTY CALL TO ORDER 5:30P.M. Quorum comprised Directors Bassett, Kaufman, Kleiter, Krider, Rivera and Yerxa NOTICE OF MEETING Excused: Director Greer Notice of Meeting was mailed consistent with legal requirements. Pursuant to California Government Code (h) Report Involving Trade Secret Estimated date of public disclosure: July 2012 PUBLIC None COMMENTS ADJOURNMENT TO CLOSED SESSION CLOSED SESSION Pursuant to Government Code (h): Report Involving Trade Secret. OPEN SESSION RESUMES FINAL ADJOURNMENT SIGNATURES MOTION: by Chairman Kleiter to adjourn to closed session. All in favor. None opposed. MOTION: by Chairman Kleiter to resume open session MOTION: by Kaufman, 2 nd by Bassett and carried to approve the naming of the District as Palomar Heath and the selection of the logo. All in favor. None opposed. MOTION: by Chairman Kleiter for final adjournment at 6:00P.M. Board Secretary Jerry Kaufman, PTMA Board Assistant Nicole Adelberg 11 1

12 Palomar Health BOARD OF DIRECTORS Closed Session 456 East Grand Avenue Escondido, CA Wednesday, February 22, 2012 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW- UP/RESPONSIBLE PARTY CALL TO ORDER NOTICE OF MEETING ADJOURNMENT TO CLOSED SESSION CLOSED SESSION OPEN SESSION RESUMES 6:00P.M. Quorum comprised Directors Bassett, Greer, Kaufman, Kleiter, Krider, Rivera and Yerxa Notice of Meeting was mailed consistent with legal requirements. Pursuant to Government Code Section 54957: Public Employee Performance Evaluation: Chief Executive Officer. Pursuant to Government Code Section 54957: Public Employee Performance Evaluation: Chief Executive Officer. MOTION: by Director Kleiter to adjourn to closed session. All in favor. None opposed. MOTION: by Director Kleiter to resume open session MOTION: by Kaufman, 2 nd by Bassett and carried to approve the increase of Mr. Covert s base salary to $810,000 effective July 1, 2011 in accordance with the terms of his contract. FINAL ADJOURNMENT SIGNATURES All in favor. None opposed. MOTION: by Director Kleiter for final adjournment at 7:00P.M. Board Secretary Jerry Kaufman, P.T.M.A. Board Assistant Nicole Adelberg 12 1

13 January 2012 & YTD FY2012 Financial Report TO: Board of Directors MEETING DATE: Monday, March 12, 2012 FROM: BY: Robert Hemker, CFO Board Finance Committee Monday, February 27, 2012 Background: The Board Financial Reports (unaudited) for January 2012 and YTD FY2012 are submitted for the Board s approval. Budget Impact: N/A Staff Recommendation: Approval Committee Questions: COMMITTEE RECOMMENDATION: The Board Finance Committee recommends approval of the Board Financial Reports (unaudited) for January 2012 and YTD FY2012. Motion: X Individual Action: Information: Required Time: Form A - Financial Report.doc 13

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15 Policy Recording of Governing Board Meetings Official (Rev: 4) Source: Board of Directors Applies to Facilities: Applies to Departments: I. PURPOSE: A. Applicable law allows open session meetings of the Governing Board to be recorded by video or audiotape or by still or motion picture cameras. Closed session meetings may be recorded as well under strictly defined procedures that protect the confidentiality of the information contained in such recordings. This statement of policy is intended to set forth policy (and procedures) to govern the recording of any PPH Governing Board meeting, as well as any committee of the Board. B. This statement of policy shall apply to meetings of any committee of the Governing Board, as well as to meetings of the Board itself. II. DEFINITIONS: A. "Person" shall include members of the public, as well as PPH Board members, officers and employees. B. "Record" means action taken by a person to chronicle a meeting of the Governing Board with an audio or video tape recorder or a still or motion picture camera. III. TEXT / STANDARDS OF PRACTICE: A. Recording open session meetings of the Governing Board. 1. Any member of the public, any member of PPH Governing Board or its staff or any other PPH officer or employee may record open session meetings of the Governing Board in accordance with the procedure set forth herein. 2. Subject to paragraph A.3 below, any person attending an open and public meeting of the Governing Board may record the proceedings with an audio or video tape recorder or still or motion picture camera. 3. Nothing herein shall be construed to limit the right of the Board to terminate any recording in progress if it finds that the recording cannot continue without undue noise, illumination or obstruction of view that constitutes, or would constitute, a persistent disruption of the proceedings. 4. Any recording of an open session made by or at the direction of PPH shall be subject to inspection pursuant to the California Public Records Act and may be erased or destroyed thirty days after the taping or recording. Any inspection of such a recording shall be provided without charge or a video or tape player made available by PPH. B. Recording closed session meetings of the Governing Board 1. The Board designated Board Assistant, or such other person temporarily or permanently in that position, will attend closed sessions when requested and to keep and enter into a minute book records of the topics discussed and discussions occurring at those meetings. The Board believes that, as a part of that designation, the Board Assistant is permitted to record those closed sessions with audio or video tape recorder or with still or motion picture cameras, as the Board may from time to time direct. No other individual shall record closed session meetings of the Governing Board or of any of its committees. The Board Assistant, or such other person temporarily or permanently in her position, is the only person authorized to record closed session meetings of the Board. Unless designated in a prior resolution by the Board, no PPH Board member, officer or employee shall record closed session meetings of the Board. 2. The Board Assistant, or such other person temporarily or permanently in her position, shall be the custodian of any recordings made of closed session meetings of the Board. This person shall maintain such recordings at a secure location at PPH administrative offices. 3. Closed session recordings shall not constitute a public record. Board members and staff who wish to review such recordings shall do so within the confines of a secure area established by the Administrative Assistant, or such other person temporarily or permanently in that position, and shall be subject to reasonable security measures established by her to safeguard the confidential nature of the 15

16 information contained in the recordings. C. This policy will be reviewed and updated as required or at least every three years. IV. ADDENDUM: Type your addenda here. V. DOCUMENT/PUBLICATION HISTORY: Original Document Date: 1/16/96 Reviewed: 2/99; 9/05 Revision Number: 1 Dated: 9/26/05 Document Owner: Michael Covert Authorized Promulgating Officers: Marcelo R. Revera, Chairman V. PUBLICATION HISTORY: Revision Number 4 (this version) 3 (Changes) 2 (Changes) 1 (Changes) Effective Date Document Owner at Publication Version Notes 11/14/2007 Janine Sarti, General Counsel Policy changes requested and approved by the board Added at review: approved as Gov Cmte mtg of 9/15/09. mlg [This document revision was generated to track review signatures and does not contain any changes from the previous revision.] [Reviewed on 10/29/2009 by Michele Gilmore: Extended review to 10/29/2011] [This document revision was generated to track review signatures and does not contain any changes from the previous revision.] [Reviewed on 1/9/2012 by Nicole Adelberg: Set next review date to 2/8/2012] 11/14/2007 Michele L. Gilmore, Executive Assistant Policy changes requested and approved by the board Added at review: approved as Gov Cmte mtg of 9/15/09. mlg [This document revision was generated to track review signatures and does not contain any changes from the previous revision.] [Reviewed on 10/29/2009 by Michele Gilmore: Extended review to 10/29/2011] 11/14/2007 James Neal, Director of Corporate Integrity 09/26/2005 James Neal, Director of Corporate Integrity Policy changes requested and approved by the board Original Document Date: 1/16/96 Reviewed: 2/99; 9/05 Revision Number: 1 Dated: 9/26/05 16

17 Document Owner: Michael Covert Authorized Promulgating Officers: Marcelo R. Revera, Chairman Authorized Signer(s): ( 01/13/2012 ) Janine Sarti, General Counsel ( 01/13/2012 ) Ted Kleiter, Chairman, Board of Directors VI. REFERENCES: Reference Type Title Notes Paper copies of this document may not be current and should not be relied on for official purposes. The current version is in Lucidoc at. 17

18 6.2 STANDING COMMITTEES. There shall be the following standing com mittees of the Board: Finance, Governance, Hum an Resources, Strategic P lanning, Community Relations, Quality Rev iew, Audit Comm ittee, and Facilities and Gro unds Committee. Standing committees will be tre ated as the Board with respect to Article V of these bylaws. All provisions in Article V that apply to Board members shall apply to members of any standing committee Finance Committee. (a) (b) (c) Voting Membership. The Financ e Committee shall con sist of six voting members, three members of the Board, the President and Chief Executive Officer and th e Chief of Medical Staff from each hospital. One alternate Comm ittee member shall also be appointed by the Chairperson who shall attend Committee meetings and enjoy voting rights on th e Committee only whe n serving as an a lternate for a voting Committee member. The Chairperson of the Board m ay appoint the Treasurer as the chairperson of the Finance Committee. Non-Voting Membership. The Chief Financial Officer (CFO), the Chief Administrative Officers Palomar Medical Center and Pomerado Hospital and a nurse representative. Duties. The duties of the Comm ittee shall include but are not limited to: (i) Review the preliminary, annual operating budgets for the District and Facilities and other entities; (ii) Develop and recommend to the Board the final, annual, operating budgets; (iii) Develop and recomm end to the Board a th ree-year, capital expenditure plan that shall be updated at least annually. The capital expenditure plan shall inc lude and iden tify anticipated sources of financing for and object ives of each proposed capital expenditure in excess of $100,000; (iv) Review and recomm end approval of the m statements to the Board. onthly financial (v) Recommend to the Board cos policies; t containment measures and (vi) Review annually thos e policies and proced ures within its purview and report the results of such review to the Governa nce Committee. Such reports shall includ e recommendations regarding the modification of existing or creation of new policies and procedures; and 18 (vii) Perform such other duties as may be assigned by the Board.

19 E. Board Finance Committee: It is the responsibility of the Board Member to monitor and ensure the financial viability of the organization through the effective establishment of sound policies and development of a system of controls to safeguard the preservation and use of assets and resources. 1. Responsibilities: a. Review and approve annual and long range operating cash, operational and capital budgets for the System. Deleted: C Deleted: B b. Develop and maintain sound understanding of the services of the District's revenues and expenses and its economic environment. c. Approve methods of financing major capital asset renovations, replacements and additions. d. Review financial reports and operating statistics on a regular basis to ensure that the organization takes appropriate action in response to operating trends in achievement of financial goals. e. Evaluate and approve financial plans for new business ventures, programs, and services and establish criteria to measure their ongoing viability. f. Develop programs and communications in order to enhance the understanding of other members in regard to financial matters of the system. g. Provide a brief one page summary of committee accomplishments to the board as part of the Board annual self evaluation. Deleted: summery h. Performs other duties as may be assigned by the committee chair/treasurer of the Board. 2. Requirements: a. Interest and willingness to commit time and energy to completion of Finance Committee responsibilities and meeting requirements. b. A knowledge of basic Healthcare finance issues and economics and a willingness to expand ones knowledge in the areas of financial management, productivity, revenue and cash management, alternative delivery systems and prepared health plans, governmental payor systems, etc. c. An understanding of systems of Internal control and Audit Committee. d. An interest in the development of information technology and systems that support the use of such. e. Commitment to comply with the other requirements of Board members as outlined in the member's position description. 19

20 Nursing Chief Nurse Executive (CNE) I. Purpose: To provide direction to the Chief Nurse Executive (CNE) from the PPH Board of Directors relative to the organization s nursing service. II. Definitions: III. Text/Standards of Practice: A. The Chief Nurse Executive directs the organization s nursing service and establishes procedures, nursing standards of care, treatment and services, and standards of nursing practice. 1. The CNE is responsible for the provision of nursing services 24 hours a day, 7 days a week. 2. The CNE functions at the senior leadership level to provide effective leadership and to coordinate leaders to deliver nursing care, treatment and services. 3. The CNE has the authority, responsibility and accountability for the organization s nursing service as defined in a written job description. 4. The CNE participates in defined and established meetings of the health system and assumes an active leadership role with the health system s governing board, executive management, medical staff, directors and other clinical leaders in the organization s decision making structure and process. B. The Chief Nurse Executive is a licensed professional registered nurse qualified by advanced education and management experience. The qualifications of the CNE at PPH are to: 1) possess a current RN license in the state of California; 2) have a Master s Degree in Nursing with 5 years related clinical experience and 3 5 years progressive management experience, and 3) prior financial management experience. A doctoral degree in nursing or related healthcare field is preferred. 1) When appointing the CNE, the health system considers the scope and complexity of the nursing care needs of the major patient population(s) served by the organization, as well as the availability of nursing and administrative staff and services needed to assist the CNE in the execution of his/her duties and responsibilities. C. The Chief Nurse Executive coordinates and directs the following organizational functions: 20

21 1. Development of system wide patient care programs and procedures that describe how patient s nursing care need, or the need of patient populations receiving care, treatment and services are assessed, evaluated, and met. 2. Development and implementation of the organization s plan for providing nursing care, treatment and services to those patients requiring care, and final authority over those nursing staff members who are providing the care, treatment and services. 3. Collaboration with other leaders as appropriate in the development, implementation and provision of patient care, treatment and services. 4. Oversight and approval of procedures involving nursing standards, nursing care, treatment and services, and ensures that nursing staff have access to all of the nursing procedures and standards of nursing practice. 5. Implementation of an effective ongoing program to measure, assess and improve the quality of nursing care, treatment and services delivered to patients. 6. Ensures that standards of patient care and nursing practice are consistent with current research findings, nationally recognized professional standards, the California Nurse Practice Act, the American Nurses Association (ANA) Code of Ethics for Nurses, the ANA Bill of Rights for Registered Nurses, the ANA Scope and Standards for Nurse Administrators, the California Department of Public Health, the Joint Commission, and other regulatory agencies. 7. Development and management of operating budgets for the nursing departments. 21

22 Source: Board of Directors Policy Board Responsibilities Official (Rev: 2) Applies to Facilities: Applies to Departments: I. PURPOSE: A. To establish policy, to identify the Board of Directors responsibility for the institution, protection of assets and the quality of services the District provides to its patients. II. DEFINITIONS: None. III. TEXT / STANDARDS OF PRACTICE: A. Board Member Position Description: It is the responsibility of the Board Member to develop and ensure that the organization's mission and vision statements are carried out in an effective and ethical manner. To that end, the member is accountable for oversight and implementation of policies and monitoring of the organizations performance in establishment of strategic direction, financial stewardship, quality outcomes and leadership of the Healthcare District. 1. Specific Responsibilities: a. Regularly review and where appropriate, update, the mission and vision statements for the System and subsidiaries to ensure the needs of the citizens of the District are being met in accordance with its Charter. b. On an annual basis, the Board Quality Review committee and the full Board will approve a system-wide quality assurance plan to ensure the effectiveness of the organization in meeting targets of performance to insure the health, well-being and safety of those served. c. Work closely with Medical Staff and Administrative Leadership to insure that effective clinical care is being provided in the system's facilities and that competency of Medical and Allied Health staff are assured on behalf of the citizens of the District. d. Review and approve all financial policies, plans and programs for the system and enhance the preservation of the organization's assets and resources on behalf of the District. e. Review and approve a comprehensive strategic plan, consistent with the organization's mission and vision that aligns the system's financial, human resources, facilities, technology and quality plans. f. Advocate on behalf of the Healthcare District's policies, programs and plans within the community served and with other constituency groups. g. Recruit, employ and evaluate the performance of the Chief Executive Officer in accordance with goals and objectives established on a short and long term basis with the CEO. h. Establish and implement ethical policies that minimize conflicts of interest and insure compliance with governmental, regulatory and other agency standards, laws and principles relative to excellent stewardship of the Public Healthcare District. i. Regularly evaluate the Board's performance and the individual performance of each Board member to continually enhance the effective stewardship of the system. 22

23 j. Perform other duties as may be assigned by the Board. 2. Requirements: a. Interest and willingness to commit time and energy to completion of Board responsibilities and meeting requirements. b. Ability to work in a civil, ethical and collaborative manner with other members of the Board. c. Have an appreciation for group process, open-mindedness, respect for others and an ability to think objectively, logically and analytically. d. Have effective oral and written communication and negotiation skills. e. A knowledge of health and medical care issues and a willingness to expand one's knowledge through various educational opportunities. B. Board Audit Committee: It is the responsibility of the Board Member to insure that appropriate review mechanisms and management of the District's assets and resources are in place and that the organization complies with all applicable state and federal regulations relative to the audit and financial stewardship of Palomar Pomerado Heath. 1. Responsibilities: a. Approve the annual program and scope of all audits to be performed by the Director of Audit Services. b. Routinely review the system of internal controls for the organization and its subsidiaries. c. Recommend a qualified audit firm to complete independent financial audits of the system and review reports, management letters and recommendations from the firm to assure compliance with recognized audit principles and standards throughout PPH. d. Participate in special investigations for the Board as may be assigned. e. Regularly review reports from the Director of Audit Services and the CEO and where appropriate make recommendations on system controls and improvements that could insure effective stewardship of the organization. f. Keep up with trends in the field of health care audit and compliance to help educate other Board members on the latest trends in the industry. g. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. h. Complete other duties as may be assigned by the Chairman. 2. Requirements: a. Interest and willingness to commit the time and energy necessary to meet committee responsibilities and meeting requirements. b. Knowledge of health care finance audit processes and compliance is helpful. c. Compliance with other Board position description requirements. 23

24 C. Board Community Relations Committee: It is the responsibility of the Board Member to develop plans and programs that help to communicate the District's mission and vision to various constituents and related groups and to educate the public on Healthcare and wellness issues facing the citizens of the District. 1. Responsibilities: a. Review and make recommendations to the Board on Community Relations and outreach policies and procedures including marketing, community education and wellness activities in accordance with the System's mission and vision. b. Support the efforts of the Systems Healthcare and other Advisory Councils and Advocacy groups in the promotion of the District's communication efforts. c. Provide advice and council to the organization in the development and maintenance of a governmental liaison program and ensure local, State and National governmental leaders understand the Healthcare challenges and issues faced by the District; and support the organization in achievement of its mission. d. Develop educational programs and endeavors to help the Board understand Healthcare issues facing the District and communicate/advocate on behalf of the System. e. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. f. Complete other duties as assigned by the Chairman. 2. Requirements: a. Interest and willingness to commit the time and energy to complete committee responsibilities and meeting requirements. b. Interest and willingness to advocate on behalf of the Board. c. Knowledge of marketing, research and communications techniques used in promotion of organization and a willingness to expand ones knowledge in this arena. d. Compliance with other Board member position description requirements. D. Board Facilities & Grounds Committee: It is the responsibility of the Board Member to provide oversight for the development, expansion, modernization and replacement of the Health District facilities and grounds in order to promote the physical life of the assets belonging to the District; and to insure the safety and well being of those working in and being served in the facilities and on the grounds. 1. Responsibilities: a. To insure that a long-term master facility is developed and updated regularly. b. To provide oversight regarding the maintenance of facilities and grounds and implementation of improvement projects. c. To insure that the District is in compliance with governmental agency and accreditation requirements with respect to earthquake and disaster preparedness, fire and safety codes, environmental standards and physical security needs, etc. d. Provide guidance in the selection of architects, and general construction vendors. 24

25 e. To advise the Finance Committee with respect to the need of adequate projects funding. f. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. g. Complete other duties as may be assigned by the Chair of the Committee. 2. Requirements: a. An interest and willingness to commit time and energy to provide input to the committee membership. b. A background in design, construction and financing of construction projects and/or facilities management preferred. c. A willingness to update one's knowledge in this arena on a regular basis. d. Compliance with other Board position description requirements. E. Board Finance Committee: It is the responsibility of the Board Member to monitor and ensure the financial viability of the organization through the effective establishment of sound policies and development of a system of controls to safeguard the preservation and use of assets and resources. 1. Responsibilities: a. Review and approve annual and long range operating cash, operational and Capital Budgets for the System. b. Develop and maintain sound understanding of the services of the District's revenues and expenses and its economic environment. c. Approve methods of financing major capital asset renovations, replacements and additions. d. Review financial reports and operating statistics on a regular basis to ensure that the organization takes appropriate action in response to operating trends in achievement of financial goals. e. Evaluate and approve financial plans for new business ventures, programs, and services and establish criteria to measure their ongoing viability. f. Develop programs and communications in order to enhance the understanding of other members in regard to financial matters of the system. g. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. h. Performs other duties as may be assigned by the committee chair/treasurer of the Board. 2. Requirements: a. Interest and willingness to commit time and energy to completion of Finance Committee responsibilities and meeting requirements. 25

26 b. A knowledge of basic Healthcare finance issues and economics and a willingness to expand ones knowledge in the areas of financial management, productivity, revenue and cash management, alternative delivery systems and prepared health plans, governmental payor systems, etc. c. An understanding of systems of Internal control and Audit Committee. d. An interest in the development of information technology and systems that support the use of such. e. Commitment to comply with the other requirements of Board members as outlined in the member's position description. F. Board Governance Committee: It is the responsibility of the Board Member to help insure the effective and efficient management of the governmental processes of the Board. 1. Responsibilities: a. Complete an annual review of the Board's by-laws and policies and where appropriate make recommendations for changes that enhance the functioning of the District Board. b. Provide guidance to the CEO in the development of education and orientation programs that enhance member understanding of Board stewardships, health care, issues and management of the system. c. Assist in development and completion of an annual Board self-assessment and where appropriate make recommendations to enhance governance of the organization by its members. d. Review and where appropriate make recommendations to the Board on pending or existing state and federal legislation that could affect the direction of the District and Board member responsibilities. e. Annually review the boundaries of the District to insure compliance with its charter in the completion of health care stewardship responsibilities. f. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. g. Complete other duties as may be assigned by the Chairman. 2. Requirements: a. Interest and willingness to commit time and energy necessary to meet committee responsibilities in meeting requirements. b. Have an interest in issues of governance and good stewardship. c. Strong communication and negotiation skills preferred. d. Compliance with other Board position description requirements. G. Board Human Resources Committee: It is the responsibility of the Board Member to help develop a workforce environment that effectively translates the District's mission and vision into reality on a daily basis. 26

27 1. Responsibilities: a. Review and assess regular reports from administration on the education and development of staff, turnover, completion of performance appraisals, staffing plans, etc. to identify trends and needs and to ensure that governmental agency requirements are met. b. Review, understand and recommend Human Resource policies and compensation programs in order to provide an excellent work environment and stewardship of the workforce. c. Monitor labor relations program as established by the District and review/recommend changes (in conjunction with the District's Labor Attorney and Administration) to the Board when appropriate. d. Keep abreast of changes in Healthcare workforce issues and develop educational programs and communications for the Board to keep them up-to-date on challenges faced by the District. e. Review and make recommendations to the Board regarding executive salary and incentive compensation programs. f. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. g. Perform such other duties as may be assigned by the Chair of the Committee. 2. Requirements: a. Interest and willingness to commit the time and energy necessary to meet Committee responsibility and meeting requirements. b. Knowledge of compensation and benefit programs, labor relations, education and development of staff, labor workforce complexities and issues is helpful. c. A willingness to advocate on behalf of staff and organization needs with external groups. d. Compliance with other Board position description requirements. H. Board Quality Committee: It is the responsibility of the Board Member to assure the quality of care rendered in the District's facilities is at the highest possible level when compared to national standards and that actions are taken on behalf of the Board to ensure the safety and wellbeing of the citizens served. 1. Responsibilities: a. Regularly review and approve the systems annual and long term quality assurance plans to ensure the identification, assessment and resolution of patient care issues. b. Ensure that the system is meeting regulatory and governmental requirements and standards pertaining to the delivery of quality medical clinical care in all of its facilities and programs. c. Monitor Institutional liability/risk experience and ensure that proper systems are put into place to reduce exposure to loss. d. Ensure that credentials of Medical and Allied Health staff are reviewed and privileges granted and renewed on the basis of demonstrated professional competence and adherence to the 27

28 bylaws and code of conduct set forth by the Medical Executive Committee of the Healthcare practitioners involved. e. Provide oversight to the development and management of educational endeavors to improve staff performance and skills in the completion of their clinical care responsibilities. f. Regularly review and assess Quality care reports, statistics and programs from Medical Staff and System departments to identify trends or clinical care issues and to recommend stewardship action where appropriate. g. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. h. Perform other duties as may be assigned by the Committee Chair. 2. Requirements: a. Interest and willingness to commit the time and energy necessary to complete Board committee responsibilities and meeting obligations. b. Background and familiarity with aspects of clinical care issues and willingness to expand knowledge in this arena. c. An appreciation for risk management and the relationship of medical care, clinical competence and financial/legal issues resulting from potential adverse events. d. Compliance with other Board member requirements. I. Board Strategic Planning Committee: It is the responsibility of the Board Member to ensure that the mission and vision of the Board are implemented in an effective and meaningful manner through the establishment and implementation of plans and programs that enhance the well being of the citizens of the District. 1. Responsibilities: a. To review and make recommendations to the Board regarding the District's short and long range plans and strategic collaborative relationships. b. Develop and approve physician development plans and oversee the implementation of physician recruitment and retention programs on an annual basis. c. Monitor completion of annual goals in order to ensure their effective completion on behalf of the system. d. Develop educational programs and enhance Board members understanding of trends in the local, state and national health care arena and issues affecting the system. e. Review the development of new programs and system initiatives to ensure their direction is in accordance with the mission and vision of the organization and support the strategic plans of the District. f. Provide a brief one page summery of committee accomplishments to the board as part of the Board annual self evaluation. g. Complete other duties as may be assigned by the Chair of the Committee. 28

29 IV. ADDENDUM: 2. Requirements: a. Interest and willingness to commit time and energy to completion of Strategic Planning Committee responsibilities and meeting requirements. b. A general knowledge of Healthcare issues and trends affecting Healthcare organizations and medical staffs; a willingness to actively expand ones knowledge in this arena. c. A commitment to the general requirements of Board members as outlined in the Palomar Pomerado Health Board member position description. J. This policy will be reviewed and updated as required or at least every three years. Prior to 2005, this policy was Board Policy V. PUBLICATION HISTORY: Revision Number 2 (this version) 1 (Changes) 0 (Changes) Effective Date Document Owner at Publication Version Notes 02/29/2012 Janine Sarti, General Counsel Updates added from February Governance Committee meeting. 12/04/2008 Michele L. Gilmore, Executive Assistant reviewed and make changes requested by BOD. Michele Gilmore 11/20/08 Added at review: Policy was reviewed at Jan Governance Committee. Policy will be brought back to Feb Governance Committee for further review. [Reviewed on 1/10/2012 by Nicole Adelberg: Set next review date to 2/21/2012] 11/14/2007 James Neal, Director of Corporate Board approved updates Integrity Authorized Signer(s): ( 02/29/2012 ) Ted Kleiter, Chairman, Board of Directors ( 02/29/2012 ) Janine Sarti, General Counsel VI. REFERENCES: Reference Type Title Notes Paper copies of this document may not be current and should not be relied on for official purposes. The current version is in Lucidoc at. 29

30 I. PURPOSE: Source: Board of Directors Policy Compliance Plan Official (Rev: 4) Applies to Facilities: Applies to Departments: To describe the structures and practices determined by the Board to establish an effective plan for promoting transparency, ethical behavior and compliance with applicable laws in all activities of the District. II. DEFINITIONS: None. III. TEXT / STANDARDS OF PRACTICE: As evidence of its commitment to ethical behavior and compliance with all local, state, and federal laws rules, regulations the Board has determined that the following steps will constitute the organization s Compliance and Ethics plan: A. Designation of Compliance Officer: The Compliance Officer is appointed by the Chief Executive Officer, with the concurrence of the Board, through its Audit and Compliance Committee. The Compliance Officer reports to the General Counsel and indirectly to the Board, through its Audit and Compliance Committee. The Compliance Officer may not be discharged without the concurrence of the Board. The Compliance Officer will serve as a model for ethical behavior and will promote an awareness and understanding of positive ethics and principles while leading activities designed to ensure compliance with federal and state law throughout the District. B. Designation of Compliance and Ethics Committee (CEC): The charter and membership of the Compliance and Ethics Committee will be subject to the periodic review and approval of the Audit and Compliance Committee. The purpose of the CEC is to ensure that issues related to ethical behavior and compliance at Palomar Health are subject to review by and have the support of a diverse group of individuals throughout the District. Members will be reviewed annually by the CEO. C. Written policies and procedures: Written policies and procedures are an essential means by which organizational expectations and decisions about operating processes are communicated to those working for and within Palomar Health. These include the organization s Code of Conduct, which each employee, volunteer, contract staff and medical staff member will be required to review and acknowledge upon association with Palomar Health and periodically thereafter. Performance evaluations and re-credentialing criteria also require evaluation for adherence to the behaviors described in the Code of Conduct. The Compliance Officer and CEC are charged with developing appropriate procedures relating to ethics and compliance and reporting periodically to the Board on their discharge of this responsibility. D. Training and Education Programs: Effective training and education is a fundamental part of the Palomar Health approach to ethics and compliance. While the specific areas of training and those to whom it is provided will vary at different times, each of the following groups will complete annual training in ethical behavior and compliance as a condition of employment / continued association: 1. Employees 2. Board of Directors 3. Medical Directors 4. Contracted Staff Members 30

31 5. Medical Staff Members 6. Volunteers In addition to this annual training, the Compliance Officer and CEC are charged with planning, developing and delivering appropriate training related to areas at high risk for fraud, non-compliance or unethical behavior and reporting periodically to the Board on their discharge of this responsibility. E. Effective lines of communication: 1. Each person employed by, credentialed by or associated with Palomar Health is expected to speak up about matters that they see within its operations that appear to be unethical, unsafe, or not in compliance with law. The best way to do that is simply to speak directly to the person(s) involved. 2. Those speaking up should always do so in a manner that respects the dignity of other individuals involved and after making a reasonable effort to obtain accurate information. 3. While Palomar Health maintains various avenues by which reports of improper behavior may be made, an open line of communication between the Compliance Officer and all individuals at Palomar Health is essential for the effectiveness of this compliance plan. All individuals may access the Compliance Officer via the confidential Palomar Health Compliance Hotline, personal meeting, direct phone call, , voice mail or any other route about any matter relating to Palomar Health. This access will be supported by appropriate procedures that ensure that those who use it will be protected from any reprisal or retribution and that provide methods for communication of results relating to investigations, as appropriate. 4. The Compliance Officer is responsible for investigating all reports of possible noncompliance brought to his / her attention, documenting the actions taken to address verified matters and periodically reporting on such activities to the Board on the discharge of this responsibility. 5. The Compliance Officer and CEC are charged with developing appropriate procedures and transmissions about these lines of communication and reporting periodically to the Board on their discharge of this responsibility. F. Enforcement of Standards: The effectiveness of this plan depends on consistent enforcement of standards related to ethical behavior, compliance and the detection and reporting of such behavior by others if they persist in it. 1. Disciplinary procedures are no different for non-compliance and unethical behavior than for other inappropriate conduct. (See e.g. Disciplinary Guidelines, Lucidoc # 10468; Palomar Medical Center Medical Staff Disruptive Conduct Policy and Procedure; Pomerado Hospital Medical Staff Disruptive Conduct Policy and Procedure). 2. The Chief Human Resources Officer and the Chiefs of the Medical Staffs of Palomar Medical Center and Pomerado Hospital are charged with periodically reporting to the Board on actions taken to respond to verified acts of unethical behavior and non-compliance. G. Auditing and Monitoring: The use of audits, other monitoring techniques and periodic risk evaluation is an important part of this plan. 1. The Compliance Officer and CEC are responsible for developing appropriate procedures and a structured plan for routine monitoring and auditing that reflects the backgrounds and responsibilities of the individuals involved as well as risk areas identified from the activities of the Department of Health and Human Services Office of the Inspector General, Center for Medicare and Medicaid Services, Medicare contractors, law enforcement agencies, the California Department of Public Health, internal and external reviews. 2. The Compliance Officer and CEC are responsible for periodically reporting on the outcomes of such auditing and monitoring, as well changes to the established plan, to the Audit and Compliance Committee and the leadership of Palomar Health. H. Response to detected offenses: Investigations of reported or suspected instances of unethical behavior and / or non-compliance are conducted under the supervision of the Compliance Officer. 31

32 Upon receiving a report of suspected non-compliance the Compliance Officer will initiate a prompt investigation. The Compliance Officer will also determine the steps that need to be taken to correct, otherwise respond to and / or report the matter to appropriate authorities, including the submission of any overpayments, as appropriate. The Compliance Officer will engage the District Audit Officer, General Counsel and others in all these activities, as appropriate, but still remains responsible to the Board for the adequacy of the actions taken to respond to and correct detected non-compliance. I. Evaluations of effectiveness: The Compliance Officer will provide the Board, through its Audit and Compliance Committee, with an annual evaluation of the effectiveness of Palomar Health s compliance efforts. Periodically, the Audit and Compliance Committee will engage an external reviewer to provide a similar assessment PUBLICATION HISTORY: Revision Number Effective Date Document Owner at Publication 4 04/11/2011 Martha (Marty) Knutson, Corporate Compliance Officer Version Notes Revision of the policy was necessary to include recent developments in Compliance and Ethics best practices. 3 11/14/2007 Ofer Barlev, Legal Associate Changes recommended as part of review cycle Added at review: No material change made to text of document. Updated signatures to current signers. 2 11/14/2007 James Neal, Director of Corporate Integrity 1 12/04/2006 James Neal, Director of Corporate Integrity Changes recommended as part of review cycle Updated version Authorized Signer(s): REFERENCES: ( 04/20/2011 ) Ted Kleiter, Chairman, Board of Directors Reference Type Title Notes Paper copies of this document may not be current and should not be relied on for official purposes. The current version is in Lucidoc at. 32

33 Arch Health Partners Request for Additional Capital Contribution to Thomas R. Knutson, Inc. TO: Board of Directors MEETING DATE: Monday, March 12, 2012 FROM: BY: Vicky Lister, FACHE, Executive Director, Arch Health Partners Board Finance Committee Monday, February 27, 2012 Background: Arch Health Partners has been negotiating with Dr. Knutson in an effort to expand its orthopedic scope and to support the strategic initiatives of PPH to develop an Orthopedic Center of Excellence. Budget Impact: The acquisition of Dr. Knutson s assets requires an additional capital contribution from PPH in the amount of $12,500 to purchase the fixed assets.. Staff Recommendation: The request from the AHP Board of Directors to the PPH Finance Committee is for an additional capital contribution of $12,500. PPH Management recommended approval Committee Questions: COMMITTEE RECOMMENDATION: The Board Finance Committee recommends approval of the additional capital contribution from PPH to Arch in the amount of $12,500 for the acquisition of the fixed assets of Thomas R. Knutson, Inc. Motion: X Individual Action: Information: Required Time: Form A - Knutson.doc 33

34 Arch Health Partners Request for Additional Capital Contribution to Acquire Pacific Spine Clinic, Inc. and L. Mercer McKinley, MD, Inc. TO: Board of Directors MEETING DATE: Monday, March 12, 2012 FROM: BY: Vicky Lister, FACHE, Executive Director, Arch Health Partners Board Finance Committee Monday, February 27, 2012 Background: Arch Health Partners has been negotiating with Dr. McKinley in an effort to expand its orthopedic scope and to support the strategic initiatives of PPH to develop an Orthopedic Center of Excellence. Budget Impact: The acquisition of Pacific Spine Clinic, Inc. requires an additional capital contribution from PPH in the amount of $60,125 to purchase the fixed assets including an EMR and X-ray unit. Staff Recommendation: The request from the AHP Board of Directors to the PPH Finance Committee is for an additional capital contribution of $60,125. PPH Management will make a recommendation at the Finance Committee meeting. Committee Questions: COMMITTEE RECOMMENDATION: The Board Finance Committee recommends approval of the additional capital contribution from PPH to Arch in the amount of $60,125 for the acquisition of the fixed assets of Pacific Spine Clinic, Inc., and L. Mercer McKinley, MD, Inc. Motion: X Individual Action: Information: Required Time: Form A - McKinley.doc 34

35 Budgeted Routine Physician Agreements Board Summary Report TO: Board of Directors MEETING DATE: Monday, March 12, 2012 FROM: BY: Bob Hemker, CFO Board Finance Committee Monday, February 27, 2012 Background: The following Budgeted Routine Physician Agreements became effective during the month of January The standard Form A and Abstract Table for each signed Agreement is attached in Addendum B. PHYSICIAN AND/OR GROUP Wendell Perry, DO Richard C. Engel, MD Frank Martin, MD Jeffrey Rosenburg, MD Jaime Rivas, MD Craig Burrows, MD Jeffrey Schiffman, MD Edward Epstein, MD John Steele, MD Lachlan Macleay, MD David Lee, MD Gregory Nicpon, MD Daniel Harrison, MD Sabiha Pasha, MD Jaime Rivas, MD Nabil Fatayerji, MD Brian Keefer, MD Lachlan Macleay, MD Edward Gurrola, MD Gregory Nicpon, MD Paul Neustein, MD Charles Callery, MD Rady Children s Specialists Medical Foundation fka Children s Specialists of San Diego TYPE OF AGREEMENT Physician Professional Services Agreement Corporate Health Administrative Services Agreements PMC o Medical Staff Officers o Department Chairs o MSPRC Chair o QMC Chair Administrative Services Agreements POM o Department Chairs o MSPRC Chair o QMC Chair Professional Services & Medical Director Agreement Neonatal Extension Budget Impact: N/A Staff Recommendation: Information only Committee Questions: Although not required under the new procedures, the members of the Board Finance Committee determined that a vote and subsequent recommendation to the Board was more appropriate than merely forwarding the agreements as informational. COMMITTEE RECOMMENDATION: The Board Finance Committee recommends approval of the Budgeted Routine Physician Agreements that became effective during the month of January 2012 as presented. Motion: X Individual Action: Information: Required Time: Form A - Physician Board Summary Report.doc 35

36 PALOMAR POMERADO InInsert CORPORATE Subject Here HEALTH - SAN MARCOS PHYSICIAN (CLINIC CARE) PROFESSIONAL SERVICES TO: Board Finance Committee MEETING DATE: Monday, February 27, 2012 FROM: Sheila Brown, Chief Officer Clinical Outreach Services Russell Riehl, Director Corporate Health Services BACKGROUND: This agreement was originally presented at the June 27, 2011, Board Finance Committee meeting and forwarded for approval to the July 11, 2011, Board meeting, following the process then in place. As the final agreement was changed after those approvals were received, the updated contract information is being presented for the Board s information: 1. Contract start date was pushed back from 9/1/2011 to 01/01/2012 due to completion of the credentialing process 2. Contract term was changed from 1 year with an automatic 1-year rollover, to an initial 2- year term Corporate Health s continued expansion into San Marcos requires more consistent physician coverage in order to meet client expectations and acuity level of patient care. This contract adds a part time physician (specifically at our San Marcos clinic). The 4 days (32 hours) per week coverage will replace services currently being provided by a Nurse Practitioner. BUDGET IMPACT: Budgeted impact for FY2012 is an incremental increase from current NP salary and benefits being used to cover clinic hours STAFF RECOMMENDATION: Information only COMMITTEE QUESTIONS: COMMITTEE RECOMMENDATION: Motion: Individual Action: Information: X Required Time: Form A Dr Wendell Perry doc 36

37 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Physician Professional Services Agreement Employee & Corporate Health Services AGREEMENT DATE Moved back start date to 01/01/2012 due to credentialing. PARTIES Palomar Pomerado Health & Wendell H. Perry, DO PURPOSE SCOPE OF SERVICES Provision of Professional Services Agreement To provide medical care through our San Marcos Employee/Corporate Health clinic for internal and external patients under our Occupational Medicine Program. PROCUREMENT METHOD Request For Proposal TERM One (2) year (01/01/ /31/2013) Discretionary RENEWAL TERMINATION COMPENSATION METHODOLOGY BUDGETED Standard renewal process May terminate without cause by either party with written notice of 90 days. Hourly YES NO IMPACT: Incremental increase, offset by replacing clinical hours currently being worked by a PT Nurse Practitioner. The current salary and benefits expenses will be replaced by a Pro Fee contract with Dr. Perry. EXCLUSIVITY NO YES EXPLAIN: JUSTIFICATION Provision of services to provide Occupational Medicine professional services at Palomar Pomerado Health. AGREEMENT NOTICED YES NO Methodology & Response: ALTERNATIVES/IMPACT N/A Duties Provision for Medical care in our outpatient Occupational Medicine clinics COMMENTS APPROVALS REQUIRED VP CFO CEO BOD Committee Finance BOD 37

38 TO: PALOMAR InInsert MEDICAL Subject CENTER Here ADMINISTRATIVE SERVICES AGREEMENTS MEDICAL STAFF OFFICERS, DEPARTMENT CHAIRS, MSPRC CHAIR AND QMC CHAIR Board Finance Committee MEETING DATE: Monday, February 27, 2012 BY: Gerald E. Bracht, Chief Administrative Officer BACKGROUND: Palomar Medical Center Medical Staff Officers, Department Chairs, the QMC Chair and the MSPRC Chair are provided a stipend for services performed as required by the Medical Staff By-laws. These agreements serve to document the relationship of the medical staff officers, department chairs, QMC Chair and MSPRC chair to PPH, and the duties to be performed as consideration for the stipend to assure compliance with Federal regulations. Presented are the Administrative Services Agreements for the following Department Chairs, QMC Chair, MSPRC Chair, Chief of Staff and Chief of Staff Elect for Palomar Medical Center. Chief of Staff Richard C. Engel, M.D. Chief of Staff Elect Jeffrey Rosenburg, M.D. Chair, Department of Medicine Craig Burrows, M.D. Chair, Department of Pediatrics Edward Epstein, M.D. Chair, Department of Pathology Lachlan Macleay, M.D. Chair, Department of Radiology Gregory Nicpon, M.D. Chair, Department of Surgery Frank Martin, M.D. Chair, Department of Emergency Medicine Jaime Rivas, M.D. Chair, Department of Orthopaedic Surgery/Rehabilitation Jeffrey Schiffman, M.D. Chair, Department of Trauma John Steele, M.D. Chair, Medical Staff Peer Review Committee David Lee, M.D. Chair, Quality Management Committee Daniel Harrison, M.D. Also presented is an amendment to the agreement for the current Chair, Department of Family Medicine Julie Chuan, M.D. The attached Agreement Abstracts are the same for all individuals, with the exception of the terms. The amendment to the Department of Family Medicine Chair agreement ends on 12/31/2012; the Department Chair, Medical Staff Peer Review Chair and Quality Management Committee Chair agreements end on 12/31/2013; and the Chief of Staff and Chief of Staff Elect agreements end on 12/31/2014. BUDGET IMPACT: None. STAFF RECOMMENDATION: Approval. COMMITTEE QUESTIONS: COMMITTEE RECOMMENDATION: Motion: X Individual Action: Information: Required Time: 2012 form a - pmc Medical Staff Officers, Department Chair, QMC Chair.doc 38

39 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Amendment to Department Chair Agreement AGREEMENT DATE January 1, 2012 PARTIES PURPOSE SCOPE OF SERVICES Family Medicine Department Chair, Palomar Medical Center Medical Staff and PPH To provide administrative services on behalf of Palomar Medical Center Medical Staff in accordance with Medical Staff Bylaws, Plans and policies As per duties defined in Palomar Medical Center Medical Staff Bylaws and policies. PROCUREMENT METHOD Request For Proposal TERM January 1, 2012 December 31, 2012 Discretionary RENEWAL None TERMINATION As described under 5 COMPENSATION METHODOLOGY Monthly. BUDGETED YES NO IMPACT: EXCLUSIVITY NO YES EXPLAIN: JUSTIFICATION These positions are elected or appointed by the Medical Staff in accordance with Medical Staff Bylaws. POSITION POSTED YES NO Methodology & Response: Elected/Appointed by the Palomar Medical Center Medical Staff ALTERNATIVES/IMPACT N/A DUTIES COMMENTS APPROVALS REQUIRED Defined in the Palomar Medical Center Medical Staff Bylaws The amendment template was developed by legal counsel. The Department Chair positions are voted upon by Active members of the Medical Staff. VP CFO CEO BOD Committee FINANCE BOD 39

40 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Chief of Staff and Chief of Staff Elect Agreements AGREEMENT DATE January 1, 2012 PARTIES PURPOSE SCOPE OF SERVICES Chief of Staff, Chief of Staff Elect, Palomar Medical Center Medical Staff and PPH To provide administrative services on behalf of Palomar Medical Center Medical Staff in accordance with Medical Staff Bylaws, Plans and policies As per duties defined in Palomar Medical Center Medical Staff Bylaws and policies. PROCUREMENT METHOD Request For Proposal TERM January 1, 2012 December 31, 2014 Discretionary RENEWAL None TERMINATION As described under 5 COMPENSATION METHODOLOGY Monthly. BUDGETED YES NO IMPACT: EXCLUSIVITY NO YES EXPLAIN: JUSTIFICATION These positions are elected by the Medical Staff in accordance with Medical Staff Bylaws. POSITION POSTED YES NO Methodology & Response: Elected by the Palomar Medical Center Medical Staff ALTERNATIVES/IMPACT N/A DUTIES COMMENTS APPROVALS REQUIRED Defined in the Palomar Medical Center Medical Staff Bylaws The agreement template was developed by legal counsel. The Chief of Staff and Chief of Staff Elect positions are voted upon by Active members of the Medical Staff. VP CFO CEO BOD Committee FINANCE BOD 40

41 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Department Chair, QMC Chair and MSPRC Chair Agreements AGREEMENT DATE January 1, 2012 PARTIES PURPOSE SCOPE OF SERVICES Department Chairs, QMC Chair and MSPRC Chair, Palomar Medical Center Medical Staff and PPH To provide administrative services on behalf of Palomar Medical Center Medical Staff in accordance with Medical Staff Bylaws, Plans and policies As per duties defined in Palomar Medical Center Medical Staff Bylaws and policies. PROCUREMENT METHOD Request For Proposal TERM January 1, 2012 December 31, 2013 Discretionary RENEWAL None TERMINATION As described under 5 COMPENSATION METHODOLOGY Monthly. BUDGETED YES NO IMPACT: EXCLUSIVITY NO YES EXPLAIN: JUSTIFICATION These positions are elected or appointed by the Medical Staff in accordance with Medical Staff Bylaws. POSITION POSTED YES NO Methodology & Response: Elected/Appointed by the Palomar Medical Center Medical Staff ALTERNATIVES/IMPACT N/A DUTIES COMMENTS APPROVALS REQUIRED Defined in the Palomar Medical Center Medical Staff Bylaws The agreement template was developed by legal counsel. The Department Chair positions are voted upon by Active members of the Medical Staff. The MSPRC Chair and QMC Chair positions are appointed by the Chief of Staff. VP CFO CEO BOD Committee FINANCE BOD 41

42 POMERADO HOSPITAL InInsert Subject Here ADMINISTRATIVE SERVICES AGREEMENTS DEPARTMENT CHAIRS, MSPRC CHAIR, QMC CHAIR TO: Board/Finance Committee MEETING DATE: Monday, February 27, 2012 BY: David Tam, M.D., Chief Administrative Officer BACKGROUND: Pomerado Hospital Department Chairs, the QMC Chair and the MSPRC Chair are provided a stipend for services performed as required by the Medical Staff By-laws. These agreements serve to document the relationship of the Department Chairs, QMC Chair and MSPRC Chair to PPH, and the duties to be performed as consideration for the stipend to assure compliance with Federal regulations. Presented are the Administrative Services Agreements for the following Department Chairs, QMC Chair and MSPRC Chair for Pomerado Hospital. Chair, Department of Medicine Sabiha Pasha, M.D. Chair, Department of Pediatrics Nabil Fatayerji, M.D. Chair, Department of Pathology Lachlan Macleay, M.D. Chair, Department of Radiology Gregory Nicpon, M.D. Chair, Department of Surgery Charles Callery, M.D. Chair, Department of Emergency Medicine Jaime Rivas, M.D. Chair, Department of Anesthesia Brian Keefer, M.D. Chair, Medical Staff Peer Review Committee Edward Gurrola, M.D. Chair, Quality Management Committee Paul Neustein, M.D. The attached Agreement Abstracts are the same for all individuals. The agreements are two year terms ending on December 31, BUDGET IMPACT: None. STAFF RECOMMENDATION: COMMITTEE QUESTIONS: Approval. COMMITTEE RECOMMENDATION: Motion: X Individual Action: Information: Required Time: 2012 form a - POM Medical Staff Officers Department Chair QMC Chair.doc 42

43 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Department Chair, QMC Chair and MSPRC Chair Agreements AGREEMENT DATE January 1, 2012 PARTIES PURPOSE SCOPE OF SERVICES Department Chairs, QMC Chair and MSPRC Chair, Pomerado Hospital Medical Staff and PPH To provide administrative services on behalf of Pomerado Hospital Medical Staff in accordance with Medical Staff Bylaws, Plans and policies As per duties defined in Pomerado Hospital Medical Staff Bylaws and policies. PROCUREMENT METHOD Request For Proposal TERM January 1, 2012 December 31, 2013 Discretionary RENEWAL None TERMINATION As described under 5 COMPENSATION METHODOLOGY Monthly. BUDGETED YES NO IMPACT: EXCLUSIVITY NO YES EXPLAIN: JUSTIFICATION These positions are elected or appointed by the Medical Staff in accordance with Medical Staff Bylaws. POSITION POSTED YES NO Methodology & Response: Elected/Appointed by the Pomerado Hospital Medical Staff ALTERNATIVES/IMPACT N/A DUTIES COMMENTS APPROVALS REQUIRED Defined in the Pomerado Hospital Medical Staff Bylaws The agreement template was developed by legal counsel. The Department Chair positions are voted upon by Active members of the Medical Staff. The MSPRC Chair and QMC Chair positions are appointed by the Chief of Staff. VP CFO CEO BOD Committee FINANCE BOD 43

44 PALOMAR POMERADO HEALTH PALOMAR POMERADO HEALTH AND RADY CHILDREN S SPECIALISTS MEDICAL FOUNDATION TO: Board Finance Committee MEETING DATE: Monday, February 27, 2012 FROM: Kim Colonnelli, RN, POMERADO CNO Background: PPH has had a c ontract since 2003 with Rady Children s Specialists Medical Foundation for medical coverage of the Neonatal Intensive Care Units and this is a 90 day extension of that contract. Budget Impact: Budget Neutral budgets exists for this service Staff Recommendation: Information only Committee Questions: COMMITTEE RECOMMENDATION: Motion: Individual Action: Information: Required Time: Form A Neonatology 2-12.doc 44

45 PALOMAR POMERADO HEALTH - AGREEMENT ABSTRACT Section Reference Term/Condition Term/Condition Criteria TITLE Fifth Contract Amendment Between Palomar Pomerado Health and Rady Children s Specialists Medical Foundation AGREEMENT DATE 1/1/12 PARTIES PURPOSE SCOPE OF SERVICES PROCUREMENT METHOD TERM Rady Children s Specialists and Palomar Pomerado Health Medical oversight of Neonatal Intensive Care Units. NICUs at PPH Request For Proposal Discretionary This Agreement shall continue for 90 days from Effective Date, unless terminated sooner as provided in the original agreement. RENEWAL TERMINATION Immediately for cause or within 90 days of written notice without cause. COMPENSATION METHODOLOGY Monthly payment 30 days following receipt from Medical Director of the prior month s time records. BUDGETED x YES NO IMPACT: EXCLUSIVITY NO x YES EXPLAIN: Available only to physicians who are Board Certified in this specialty JUSTIFICATION Contract already in place this is an extension AGREEMENT NOTICED YES NO Methodology & Response: ALTERNATIVES/IMPACT Duties COMMENTS x Provision for Staff Education x Provision for Medical Staff Education x Provision for participation in Quality Improvement Provision for participation in budget process development APPROVALS REQUIRED VP CFO CEO BOD Committee BOD 45

46 TO: Board of Directors MEETING DATE: Monday, March 12, 2012 FROM: BY: Robert Hemker, CFO Board Finance Committee Monday, February 27, 2012 Background: Currently, while contiguous to each other, the Pomerado Outpatient Pavilion (POP) and Pomerado Hospital (POM) are not connected. As a result, patient, staff, and visitor connectivity by foot traffic between the two buildings is inconvenient and difficult to navigate. Enhanced access and opportunity for clinical services as well as ease of pedestrian traffic flow would be achieved if the two buildings were connected with a bridge (Bridge). PPH and Pacific Medical Buildings (owner of the POP) have evaluated various physical models and business structures to accomplish a Bridge connection. As to the physical structure, the BOD Facilities and Grounds Committee has reviewed and approved a conceptual design for the Bridge. The project entails completion of a vertical elevator tower in proximity to the POM Emergency Department entrance and an open-air bridge to the second floor of the POP. As the Bridge would not be physically connected to the hospital, it is a non-oshpd project. Placement of the elevator tower will not impede future POM expansion / renovation. PPH is contemplating a lease arrangement for the Bridge. Based upon the current project cost estimate of $2,800,000 ($3,500,000 with steel), the annual lease payment will be approximately $211,000 (year 1). This is predicated upon PPH providing the already acquired steel (previously acquired as part of the FMP steel purchase). Should PPH desire to monetize the steel, the lease payment will be approximately $271,000 (year 1). Under discussion are purchase option rights and timing of those options. In addition, the option pricing is being finalized. The option rights would be tied to the existing POP ground lease, with the first option right being in 2016 and every 5 years thereafter. Ownership of the Bridge would revert to PPH at the end of the ground lease. Linking and/or unlinking the POP option from the Bridge option is being evaluated. As part of final due diligence, a fee-based option is being assessed. The non-oshpd Bridge is an economically attractive solution, at a significantly reduced cost, and has made its completion financially viable. The attached additional analysis was presented and discussed at the Finance Committee meeting. 46

47 Budget Impact: Capital cost option would be approximately $2,800,000. Operating lease option would be an annual expenditure of approximately $211,000 or $271,000 (year 1). Staff Recommendation: Staff recommended approval for Management to move forward to create the best transaction to bring forth formal legal documents that meet the intent of the Board with regard to the construction and funding options for a bridge to connect Pomerado Hospital to the POP Building, with further direction to seek better terms including the CPI annual inflators and purchase option formulae. Committee Questions: The Board Finance Committee requested that legal documents be drafted for presentation and discussion at the next Board meeting; with the proviso that any material changes to terms as presented at this meeting would cause the matter to be returned to the next Board Finance meeting before presentation to the Board. COMMITTEE RECOMMENDATION: The Board Finance Committee recommends approval for Management to move forward to create the best transaction to bring forth formal legal documents that meet the intent of the Board with regard to the construction and funding options for a bridge to connect Pomerado Hospital to the POP Building, with further direction to seek better terms including the CPI annual inflators and purchase option formulae. Motion: X Individual Action: Information: Required Time: 15 minutes 47

48 POP BRIDGE SECTION PLAN 48

49 PROJECT SCHEDULE ID Task Name Duration Start Finish 1 PROJECT DURATION 212 days Mon 2/13/12 Tue 12/4/12 22, ' Feb 12, ' Mar 4, '1 Mar 25, ' Apr 15, '1 May 6, '1 May 27, ' Jun 17, ' Jul 8, '12 Jul 29, '1 Aug 19, ' Sep 9, '1 Sep 30, ' Oct 21, '1 Nov 11, ' Dec 2, '1 De Design Development 45 days Mon 2/13/12 Fri 4/13/12 3 Obtain as-built drawings from Client (POP & Pom Hospital 5 days Mon 2/13/12 Fri 2/17/12 4 Obtain topo map & soils report from Client 5 days Mon 2/13/12 Fri 2/17/12 5 Authorization to Proceed 0 days Thu 3/1/12 Thu 3/1/12 3/1 6 Meeting #1 - Kick-off + site verification 1 day Thu 3/1/12 Thu 3/1/12 7 Develop building and canopy massing options 10 days Fri 3/2/12 Thu 3/15/12 8 Review struct systems 5 days Fri 3/16/12 Thu 3/22/12 9 Meeting #2 - Design review 1 day Fri 3/23/12 Fri 3/23/12 10 Obtain vendor info from Client (elevator & fire sprinkler) 2 days Mon 3/26/12 Tue 3/27/12 11 Obtain preferred building finish standards info from Client 2 days Wed 3/28/12 Thu 3/29/12 12 Revise arch/struct info 10 days Fri 3/30/12 Thu 4/12/12 13 Coordinate civil design 10 days Fri 3/30/12 Thu 4/12/12 14 Coordinate M/E/FA design 10 days Fri 3/30/12 Thu 4/12/12 15 Meeting #3 - Design sign-off 1 day Fri 4/13/12 Fri 4/13/12 16 Construction Document Phase 34 days Wed 4/4/12 Mon 5/21/12 17 Obtain PPH section 1 spec from Client 5 days Wed 4/4/12 Tue 4/10/12 18 Architectural design 15 days Mon 4/16/12 Fri 5/4/12 19 Civil engineering 15 days Mon 4/16/12 Fri 5/4/12 20 Structural engineering 15 days Mon 4/16/12 Fri 5/4/12 21 M/E/FA engineering 15 days Mon 4/16/12 Fri 5/4/12 22 Meeting #4-65% CD set review 1 day Mon 5/7/12 Mon 5/7/12 23 Revise CD set 10 days Tue 5/8/12 Mon 5/21/12 24 Prepare City submittal docs 5 days Tue 5/1/12 Mon 5/7/12 25 Agency Processing* 31 days Tue 5/22/12 Tue 7/3/12 26 Submit for City of Poway review 13 days Tue 5/22/12 Thu 6/7/12 27 Obtain City review comment and revise documents 5 days Fri 6/8/12 Thu 6/14/12 28 Backcheck #1 review and approval 13 days Fri 6/15/12 Tue 7/3/12 29 Construction Phase* 110 days Wed 7/4/12 Tue 12/4/12 30 Site mobilization 20 days Wed 7/4/12 Tue 7/31/12 31 Construction 90 days Wed 8/1/12 Tue 12/4/12 49

50 PROJECT BUDGET Pomerado Outpatient Pavilion Poway, CA Bridge from POP to Hospital Bridge Area 4,206 SF Project Costs Item Total Hard Costs Bridge (steel provided by PPH) $ 539,911 Elevator / Stair Tower 1,172,804 Site Work 349,466 Total Hard Cost $ 2,062,181 Soft Costs Architecture & Engineering 125,000 Developer's Fee 175,000 Financing Cost 4.00% 100% 6 months 54,487 Permits & Government Agency Fees (est.) 50,000 Title & Insurance 10,000 Miscellaneous & Contingency 10% 247,667 Total Soft Costs 662,153 Total Project Cost $ 2,724,334 Annual Rent Yield Requirement 7.75% $ 2,724,334 $ 211,136 Estimates based on Mascari Warner drawings and CW Driver cost estimates 50

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