Board of Directors Special Meeting. December 11, :00 p.m. Agenda

Transcription

1 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, :00 p.m. Agenda

2 Board Members Susan Gerard, Chair, District 3 Mary A. Harden, R.N., Director, District 1 Mark Dewane, Director, District 2 Elbert Bicknell, Director, District 4 Terence McMahon, Director, District 5 AGENDA Special Meeting Board of Directors of the Maricopa County Special Health Care District Maricopa Medical Center Administration Building Navajo East and West Rooms 2601 E. Roosevelt Phoenix, AZ Clerk s Office Fax Tuesday, December 11, :00 p.m. If you wish to address the Board, please complete a speaker s slip and deliver it to the Clerk of the Board. If you have anything you wish distributed to the Board and included in the official record, please hand it to the Clerk who will distribute the information to the Board Members and Maricopa Integrated Health System Senior Staff. Speakers are limited to (3) three minutes. (NOTE: One or more of the members of the Board of Directors of the Maricopa County Special Health Care District will attend either in person or by telephone conference call or video communications.) Pursuant to A.R.S (A)(3), or any applicable and relevant state or federal law, the Board may vote to recess into an Executive Session for the purpose of obtaining legal advice from the Board s attorney or attorneys on any matter listed on the agenda. Pursuant to A.R.S (A)(4), or any applicable and relevant state or federal law, the Board may vote to recess into an Executive Session for the purpose of consulting with its attorneys to consider its position and instruct its attorneys regarding the Board s position regarding any contracts that are subject to negotiations, in pending or contemplated litigation, or in settlement discussions conducted in order to avoid or resolve litigation, and that are listed on the General Session agenda for discussion or action or both. The Board also may wish to discuss any items listed for Executive Session discussion in General Session, or the Board may wish to take action in General Session on any items listed for discussion in Executive Session. To do so, the Board will recess Executive Session on any particular item and reconvene General Session to discuss that item or to take action on such item. ITEMS MAY BE DISCUSSED IN A DIFFERENT SEQUENCE Call to Order Roll Call Pledge of Allegiance Agendas are available within 24 hours of each meeting in the Office of the Board, Maricopa Medical Center, Administration Bldg, 2 nd Floor 2601 E. Roosevelt, Phoenix, AZ 85008, Monday through Friday between the hours of 8:00 a.m. and 5:00 p.m. Accommodations for Individuals with Disabilities, alternative format materials, sign language interpretation, and assistive listening devices are available upon 72 hours advance notice through the Office of the Board, Maricopa Medical Center, Administration Bldg, 2 nd Floor 2601 E. Roosevelt, Phoenix, Arizona 85008, (602) To the extent possible, additional reasonable accommodations will be made available within the time constraints of the request. 12/3/2012 5:24 PM

3 Call to the Public This is the time for the public to comment. The Board of Directors may not discuss items that are not specifically identified on the agenda. Therefore, pursuant to A.R.S (H), action taken as a result of public comment will be limited to directing staff to study the matter, responding to any criticism or scheduling a matter for further consideration and decision at a later date. General Session, Presentation, Discussion and Action 1. Governance 30 min Ethics Training Conflict of Interest Laws Board Bylaws and Policies Bill Sims, Sims Murray, Ltd, Outside Counsel Melanie Talbot, MIHS, Executive Director of Board Operations 2. Medical Staff Credentialing 20 min David Wisinger, M.D., MIHS, Chief of Staff Patricia Graham, M.D., MIHS, Chair, Credentials Committee 3. Programs and Services at Maricopa Integrated Health System 20 min Betsey Bayless, MIHS, President and Chief Executive Officer Bill Vanaskie, MIHS, Chief Operating Officer Robert Fromm, M.D., MIHS, Chief Medical Officer 4. Quality, Patient Safety, and Medical Education at Maricopa Integrated Health System 30 min Robert Fromm, M.D., MIHS, Chief Medical Officer Jean Morris, MIHS, Director of Quality and Care Management Michael Grossman, M.D., MIHS, Director of Academic Affairs 5. Overview of Compliance, Internal Audit, Risk Management 15 min John Middleton, MIHS, Chief Compliance Officer Eric Royal, MIHS, Director, Corporate Compliance Rocky Armfield, MIHS, Director, Risk Management 6. iprotean Online Course Quality: Improving Quality 30 min District Board Adjourn 2

4 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 1.

5 Public Service Ethics Maricopa County Special Health Care District Board of Directors December 11,

6 Ethics Systemizing, defending and recommending concepts of right and wrong. (Wikipedia) Principles of conduct governing an individual or group. (Webster s) s) 2

7 Pillars of Governance Open Government Unbiased Government Responsible Government 3

8 OPEN GOVERNMENT 4

9 The Public s s Information Open Meeting Laws Public Records Laws A A people who mean to be their own governors must arm themselves with the power knowledge gives. A popular government without popular information or the means of acquiring it is but a prologue to a farce or a tragedy or perhaps both. James Madison (drafter of the First Amendment) 5

10 Hot Topics Open Meeting Law You may speak as a member of the public. Be careful about proposing legal action. Creating a quorum when using the phone or e mail. But don t t stop all communication with your colleagues. 6

11 Hot Topics Public Records Act Not all e mails e are public records. You cannot avoid creating public records by using your home computer. Websites unchartered territory 7

12 UNBIASED GOVERNMENT 8

13 Public Service Ethics Laws No Self Dealing No Conflicts of Interests No Extra Compensation, Bribery, or Extortion No Inappropriate Gifts, Entertainment, or Travel No Discrimination, Favoritism, or Nepotism No Retaliation Against Whistleblowers 9

14 Conflicts of Interest Conflicts of interest are okay But: Identify Disclose Disqualify 10

15 Identify a Conflict of Interest Any public officer or employee who has, or whose relative has, a substantial interest in any decision of a public agency shall make known such interest in the official records of such public agency and shall refrain from participating in any manner as an officer or employee in such decision. 11

16 Who is subject? All public officers and employees. Includes family: spouse, child, grandchild, parent, grandparent, siblings and in laws. 12

17 Remote Interests Non salaried officer of nonprofit corporation. Landlord/tenant of a contracting party. Attorney of a contracting party. Member of a nonprofit corporate association. Owner of less than 3% of a corporation. Reimbursement of expenses incurred when performing official duties. 13

18 Remote Interests Receiving municipal services on comparable terms. Officer/employee of another political subdivision unless direct economic benefit. A member of a class of persons of at least 10 members. 14

19 What happens if there is a conflict? If not remote, remote, then substantial. If receive direct or indirect pecuniary or proprietary interest, you must declare a conflict. 15

20 Then what? Refrain from participating in any manner including attempting to influence a decision. Record conflict in official records of the City. MIHS Ethics Policy very restrictive. 16

21 No Bribes or Extortion A public servant who knowingly asks for or receives any gratuity or reward (or promise thereof) for doing any official act is guilty of a class 6 felony. Public servants may not use or attempt to use their official positions to secure any valuable thing or benefit that would not ordinarily accrue to them if the thing or benefit is of such character as to manifest a substantial and improper influence. 17

22 Bribery Public servants who solicit, accept or agree to accept any benefit upon an agreement or understanding that it may influence their official conduct (including their vote, opinion, judgment, exercise of discretion, or other action) commit bribery, which is a class 4 felony. 18

23 Extortion A public servant commits theft by extortion a class 4 felony by knowingly obtaining or seeking to obtain property or services by means of a threat to take or withhold action as a public servant in the future. 19

24 Trading in Public Office A public servant commits trading in public office a class 6 felony if with corrupt intent the public servant solicits, accepts or agrees to accept any benefit from another upon an agreement or understanding that the other will or may be appointed to a public office or designated or nominated as a candidate for public office. 20

25 Sale of Public Office A A public officer, who for a gratuity or reward, appoints another person to a public office, or permits another person to exercise or discharge any duties of his office, is guilty of a class 6 felony and shall forfeit his office and is forever disqualified from holding any office in this state. 21

26 Ban on Extra Compensation No public officer or employee may receive or agree to receive directly or indirectly compensation other than as provided by law for any service rendered or to be rendered by him personally in any case, proceeding, application, or other matter which is pending before the public agency of which he is a public officer or employee. 22

27 Ban on Incompatible Employment Both during and for twelve months following a public official s s service, Arizona law prohibits the official from representing another person for compensation before a public agency for which the official serves (or served) in connection with any matter in which the official was directly concerned and personally participated by a substantial and material exercise of administrative discretion. 23

28 Entertainment A compensated lobbyist may not offer you entertainment or a gift. To influence the passage or defeat of legislation. MIHS has restrictive policy. 24

29 Whistleblower Protection Arizona law prohibits public employees and officials from taking an adverse personnel action in retaliation against a public employee who disclosed to a public body allegedly wrongful conduct that the disclosing employee reasonably believed evidenced a violation of law, mismanagement, a gross waste of monies, or an abuse of authority. MIHS Ethics Policy. 25

30 Nepotism Public officials may not appoint relatives to positions paid with public funds. Relatives include: spouse, brother, sister, parent, child, grandparents, great grandparents, grandchildren, uncles, aunts, nephew and nieces. 26

31 RESPONSIBLE GOVERNMENT 27

32 Public Monies Neither the State, nor... subdivision of the State shall ever... make any donation or grant, by subsidy or otherwise, to any individual, association, or corporation..... Arizona Constitution, Article 9, 7. 28

33 CityNorth Case Turken v. Gordon Sales tax for parking spaces. Arizona Court of Appeals said unconstitutional under the Gift Clause. Arizona Supreme Court said the deal was OK. But: new rules going forward. 29

34 CityNorth Rules to Follow Courts will defer to your decision. Don t unquestionably abuse your discretion. Can t t count indirect jobs and tax benefits. Greater impact on larger cities. Use a contract. Use procurement rules. Public improvements are OK. 30

35 The Public Property Public property belongs to the public and should not be used to benefit specific public officers. Using public equipment for personal side business. Vehicles Office equipment Political campaigns 31

36 Public Procurement Informal Quotes Bids RFP/RFQ Cooperative Purchase 32

37 MIHS Policy: Political Activities May not use District resources to influence the outcome of an election. But there are exceptions: Informational reports Non partisan educational forums Board members may express personal views. 33

38 Open meeting law: Lessons Learned Government in the open. Conflict of interest: Remove/limit improper personal influence. Public money be accountable. CityNorth the sky is not falling. Try to avoid extremes. Read District policies within the context of State law. 34

39 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 1. Board Bylaws

40 AMENDED AND RESTATED BYLAWS OF MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT BOARD OF DIRECTORS ARTICLE I DISTRICT NAME The Maricopa County Special Health Care District (District) shall be governed by a five member Board of Directors, which shall also serve and be known as the Board of Directors of the District. ARTICLE II AUTHORITY TO OPERATE The District shall operate at all times in accordance with applicable federal and state laws and regulatory authority, including A.R.S , et. seq. as amended from time to time. It shall function in a manner that is consistent with the Mission, Vision, and Values of the District. ARTICLE III DEFINITIONS ALLIED HEALTH PROFESSIONAL: (AHP) means a health care practitioner other than a Medical Staff member who is authorized by law and the Medical Staff documents to provide patient care services. BEHAVIORAL HEALTH ANNEX: Refers to the MIHS facility that provides behavioral health services and is located at 2619 E. Pierce Street, Phoenix, Arizona. BOARD: Refers to the Board of Directors of the Maricopa County Special Health Care District. CHAIR: Refers to the Chairperson of the Board of Directors. CHIEF EXECUTIVE OFFICER: Refers to the President & Chief Executive Officer (CEO) of MIHS. The terms President and CEO may be used interchangeably and are synonymous. Page 1 11/28/2012

41 CHIEF OF STAFF: A member of the Medical Staff who is elected by the Medical Staff to fulfill the duties of Chief of Staff as set forth in applicable Medical Staff documents, and subject to Board confirmation. COUNTY: Refers to Maricopa County. DESERT VISTA BEHAVIORAL HEALTH CENTER: Refers to the MIHS facility that provides behavioral health services and is located at 570 W. Brown, Mesa, Arizona. DIRECTOR: Refers to a duly-elected member of the Board of Directors of the District. DISTRICT: Refers to the Maricopa County Special Health Care District. HOSPITAL: Synonymous with the Maricopa Medical Center or Medical Center. MARICOPA HEALTH PLAN: A District managed care plan which contracts with the Arizona Health Care Cost Containment System (AHCCCS) to arrange and provide health care services to Medicaid-eligible clients. MARICOPA INTEGRATED HEALTH SYSTEM: Refers to the Maricopa Medical Center and all of its affiliated inpatient, ancillary, and outpatient health services, facilities, resources, staff, departments and programs, including the Maricopa Health Plan, Family Health Centers, the Comprehensive Health Center, Behavioral Health facilities, Seventh Avenue Walk-In Clinic, the Arizona Burn Center, the Arizona Children s Center, and any other entities which the District owns or operates. MEDICAL STAFF: Refers to the physicians, dentists, oral surgeons, and podiatrists who have been appointed to the Medical Staff by the Board. MEDICAL STAFF DOCUMENTS: Refers collectively to the Medical Staff Bylaws, Medical Staff Rules and Regulations, Medical Staff Credentialing Policy, Allied Health Professional Policy, and Medical Staff Organization Manual, as amended from time to time, and subject to Board approval. ARTICLE IV OFFICE The official office of the District and its Board of Directors is at Maricopa Medical Center, 2601 East Roosevelt Street, Phoenix, Arizona, Page 2 11/28/2012

42 ARTICLE V BOARD OF DIRECTORS Section 1. General Powers and Duties The policy making powers of the District shall be vested in the Board of Directors who shall act as the governing body of the District and have charge, control and governance of the property, personnel, affairs and funds of the entities owned or operated by the District, and who shall have the power and authority to do and perform all acts and functions not inconsistent with the statutes governing the District, any other provisions of these Bylaws, or applicable law. The Board of Directors shall review reports and recommendations from the Medical Executive Committee regarding initial appointment, reappointment, and renewal or modification of clinical privileges for the District s Medical and Allied Health Staff members and make decisions thereon, at its next regularly scheduled meeting, consistent with applicable law, accreditation authorities, and the Medical Staff documents. In furtherance of its duty under this paragraph, the Board may accept, reject or modify the recommendation of the Medical Executive Committee or refer the matter back to the Medical Executive Committee for further consideration, consistent with the provisions of the Medical Staff documents. The Board shall exercise all of its rights, powers, oversight and perform all of its duties including oversight corporately (that is, as a body) or by delegation approved by the Board or by delegation expressly set forth in these Bylaws. Therefore, except as expressly provided by these Bylaws or applicable law, or as specifically delegated by the Board in open meeting, no individual Board member shall exercise any rights or power of oversight of the District administration or power of oversight of the Board or perform any duties of the Board. An individual Board Member shall have the right to request information or documents or both, concerning the business of the District, from the Chair or Chief Executive Officer. When a Board member makes a request for information or documents or both, concerning the business of the District, from the Chair or Chief Executive Officer, the Chair or Chief Executive Officer or shall communicate such request to all other Board Members so that they may join in the request if so desired. The information or documents responsive to such request shall be provided to the requesting Board Member and all such documents or information shall be provided to every other Board Member who makes a request for them. When acting in his or her official capacity, no Board Member shall make a request for information or documents, concerning the business of the District, except as provided in this policy. Page 3 11/28/2012

43 Section 2. Other Powers, Duties and Responsibilities A. Finance, Audit and Compliance i. In accordance with Board of Directors Financial Policies, the Board shall: a. Monitor the integrity of the financial statements of the District. b. Monitor the independence and performance of the District s internal and external auditors and Compliance Program. c. Monitor the preparation of capital plans, budgets, and any related documents that reflect the District s financial position. d. Review with management and approve, the parameters for establishing the formal budgets for each fiscal year, such budgets to include at the very least, detailed income and expense budgets, capital expenditure budget, cash flow budget, personnel budget and position control; special projects; cost analyses; and tax requirements. e. Obtain a report of and monitor the performance of investments on at least a quarterly basis. f. Work with management, and approve the capital structure and longrange capital financing needs of the District. g. For each fiscal year, review with management and approve all plans related to funds necessary for care for uninsured and underinsured. This shall include a review of all policies relative to eligibility for programs, arrangements with sponsoring agencies, other sources of funds, and all policies related to adjustments from gross income. ii. iii. iv. Establish, with management, key financial ratios and operating indicators to discern trends and potential implications. Review and approve proposed changes in rate structures, rates for patient services or contractual agreements and/or changes in expenses, which affect the financial goals and objectives of the District. Obtain a report, at least annually, from the District s Treasurer, which contains all information relative to the District s Treasure s activities and transactions for and on behalf of the District, its Board, officers, and employees. v. Monitor and approve the costs of all construction projects and construction contracts for new or on existing facilities. Page 4 11/28/2012

44 vi. vii. viii. ix. Obtain a report and monitor insurance and non-clinical risk management programs at least annually. The Chief Compliance Officer and Internal Auditor shall develop annual work plans and report their findings at least quarterly. If the Internal Auditor or Chief Compliance Officer has a question, which relates directly to the CEO, they are authorized to go directly to the Board of Directors through the Chairman of the Board. Review on a quarterly basis, the activities, quality and effectiveness of the Internal Audit and Compliance Program, to ensure that management appropriately addresses all compliance recommendations and that ethical guidelines are followed. Monitor the District s compliance with all Board of Directors policy statements. B. Quality i. Provide oversight and review of quality practices within the District. ii. iii. iv. Engage in continuous efforts to ensure the provision of safe, quality health care services and reduce morbidity and mortality through the review of professional practices, training and experience, case review or conduct of licensed health care providers and encourage proper utilization of health care services and facilities. Review relevant quality assurance, peer review, and clinical risk information from Medical Staff, clinical departments and committees. All activities shall be conducted consistent with federal and state law, including applicable provisions regarding immunity, confidentiality and privilege, such as, A.R.S et. seq., et. seq., et. seq., and et. seq. C. Strategic Planning i. Review and approve the District s strategic plan. ii. iii. Provides oversight of development and evaluation of plans for information technology, facilities plans, programmatic plans, marketing strategy and internal/external communication plans. Review the District s mission and vision statements and approve any necessary changes. Page 5 11/28/2012

45 iv. Provide oversight of the process for evaluating the effectiveness of the District in meeting its mission and addressing the identified community health care needs. v. Review and approval proposals for additions to, removal of, or other arrangements with entities for the benefit of the District, either controlled or affiliated. vi. Concurrent with the Board of Directors Financial Policies, the Board shall a. Annually review the proposed operating and financial goals and objectives in relation to the strategic plan. b. Ensure the strategic plan is in concert with the organization s capital plan. c. Provide oversight of community needs analysis conducted in relation to the strategic plan. Section 3. Annual Report Pursuant to A.R.S , the Board of Directors shall submit an annual report to the Clerk of the Board of Supervisors of Maricopa County and to the Maricopa County Treasurer. The District is required to have the annual report audited in accordance with A.R.S Section 4. Number, Election The Board of Directors shall consist of five (5) members, one from each of the five Maricopa County supervisorial districts, all of who shall have been qualified consistent with A.R.S et. seq, as amended from time to time. Section 5. Eligibility In addition to the provisions of A.R.S et. seq, as amended from time to time, to be eligible to serve on the Board of Directors, a person must be qualified to represent the supervisorial district in which they reside. Directors shall not be an elected or appointed state or county official, an employee of the District or a director, officer or employee of another health care institution. Section 6. Terms The term of office for a Director is established in A.R.S and is four years. Page 6 11/28/2012

46 Section 7. Vacancies Vacancies occurring other than by expiration of term shall be filled by a majority vote of the remaining members of the Board of Directors in accordance with applicable law and pursuant to Board Resolution. Section 8. Compensation Members of the Board of Directors shall serve without compensation; however, each member is allowed: A. Necessary travel and incidental expenses actually incurred in performing official business in accordance with the Board of Directors Board Member Compensation for Meetings and Travel Policy. B. Per diem when away from the District on official business of the District. The per diem amount shall be determined in accordance with A.R.S through A.R.S as amended from time to time. C. Per diem, when attending meetings of the Board of Directors, may not exceed the amount prescribed by A.R.S as amended from time to time. Section 9. Removal From Office Board Members may be removed from office for any basis that is provided for or permitted under Arizona law, including but not limited to A.R.S , or as amended from time to time. ARTICLE VI OFFICERS Section 1. Officers The Board of Directors shall elect a Chair and a Vice-Chair from its members. In addition, the Board may appoint a Clerk, who shall not be a member of the Board and who is to be paid a salary fixed by the Board. The Board may also appoint such other officers as the Board may authorize and which are permitted by law. Page 7 11/28/2012

47 Section 2. Election Within thirty days after an election creating the District, the Board of Directors shall meet and organize by electing a Chair and Vice-Chair, such officers shall serve until June 30 following their election as officers. Thereafter, at the first regular meeting of the Board of Directors in June of each year, the Board of Directors shall elect its officers, all of whom shall serve a term of one year, beginning on July 1 first following their election as officers and ending the next June 30. An election of officers shall be held at the meeting at which this Bylaw is adopted, or if necessary to satisfy the open meeting law, at the first meeting (regular or special) of the Board of Directors following the adoption of this Bylaw. The term of office of any officers serving when this Bylaw is adopted shall end immediately upon the election of such new officers and such new officers shall serve until the next June 30. If a vacancy occurs in the office of chair or vice-chair following an election of the Board of Directors, the Board of Directors shall meet no later than 30 days after the general election and at such meeting shall elect an officer to fill the vacancy and such officer shall serve until the next June 30. All officers shall holdover until their successors are elected. Section 3. Duties of Chair There shall be a Chair of the Board of Directors who shall, in general, supervise and direct all of the business and affairs of the Board of Directors. Meetings of the Board of Directors are convened by the Chair, and the Chair shall preside at all meetings. The Chair may sign, with the Clerk or any other proper officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other documents or instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by Board of Directors policies, or by these Bylaws, or by statute, to some other officer or agent of the District; and, in general, the Chair shall perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Board of Directors from time-to-time. Section 4. Duties of Vice-Chair In the absence of the Chair, or in the event of the Chair s refusal or inability to act, the Vice-Chair shall perform the duties of the Chair and, when so acting, shall have all the powers and be subject to all the limits of the Chair. The Vice-Chair shall perform such other duties as, from time-to-time, may be assigned to her/him by the Chair or the Board of Directors. Page 8 11/28/2012

48 Section 5. Clerk of the Board The Clerk of the Board shall keep and certify minutes of the Board of Directors; prepare such reports or documents as may be requested by the Board of Directors; give all notices in accordance with these Bylaws or as required by law; review and make recommendations for revisions in the Bylaws of the Board of Directors and other controlling documents; serving as the coordinator for the development, review or revise Board of Director s policies; coordinate Board orientation/continuing education and development; review and make recommendation to the Board of Directors on the functioning of the Board Office and its budget; and, be custodian of the Board s records. The Clerk shall sign such instruments as may require her/his signature and, in general, attest the signature or certify the incumbency or signature of any other officer of the District and shall perform all duties incident to the office of the Clerk of the Board as may be assigned by the Board of Directors from time-to-time. The Clerk of the Board shall have custody of the seal of the organization and shall affix the same attested to by the Clerk s signature, to all official documents requiring the document to be under the seal of the Board. Section 6. Assistant Clerk of the Board The Assistant Clerk of the Board shall, in the absence or disability of the Clerk of the Board, perform the duties and exercise the power of that office and shall, in general, perform such other duties as shall be assigned to him/her by the Clerk. ARTICLE VII MEETINGS OF THE BOARD Section 1. Annual Meeting The regular meeting of the Board of Directors in July shall be known as the Annual Meeting. Section 2. Regular Meeting The Board of Directors shall hold regular meetings. Section 3. Special Meetings Special Meetings of the Board of Directors may be held in a manner that is consistent with the Arizona Open Meeting Law, A.R.S et. seq. as amended from time to time. Page 9 11/28/2012

49 Section 4. Emergency Meetings Emergency Meetings of the Board of Directors may be held in a manner that is consistent with the Arizona Open Meeting Law, A.R.S et. seq. as amended from time to time. Section 5. Place of Meetings All meetings of the Board of Directors shall be at the Maricopa Medical Center campus, unless otherwise specified, with proper notice to the Board, and the public. Section 6. Quorum/Voting A majority of the Board of Directors (three Board members) shall constitute a quorum for the transaction of business at any meeting of the Board. A concurrence of a majority of the Directors present and voting in person, or by telephone or video communications, is necessary for official action. There shall be no vote by proxy. If at any meeting a quorum is not present, the meeting cannot be called to order or may not continue and will be rescheduled until such date and hour as a quorum may be had. Section 7. Order of Business The order of business at any meetings of the Board of Directors shall be in accordance with the agenda for such meeting. The Clerk of the Board prepares and reviews with the Chair and the CEO, the agenda of all meetings of the Board of Directors. The following shall have the right to place an item on the agenda of any scheduled meeting of the Board of Directors: the Chair, the CEO, or any Board member, except that the Chair shall have the right to reject an item placed on the agenda. If the Chair rejects an item placed on the agenda by a single Board member, two Board members acting together shall have the right to override the Chair s rejection and place the item on the agenda of the next scheduled meeting despite the Chair s rejection. Section 8. Minutes of Meetings The Clerk of the Board shall keep the minutes of the Board, including discussions and actions taken by the Board, and shall maintain them. Official minutes and supporting documentation shall be maintained by the Clerk. Section 9. Open Meetings The Board of Directors, shall comply with all applicable provisions of A.R.S et seq., as amended from time to time, Arizona Open Meeting Law. Page 10 11/28/2012

50 Section 10. Executive Session The Board of Directors, may call an Executive Session to discuss such matters as permitted under the applicable provisions of Arizona law, including but not limited to the Arizona Open Meeting Law A.R.S et. seq. as amended from time to time. ARTICLE VIII SPECIAL OR ADVISORY COMMITTEES Section 1. Special or Advisory Committees By a majority vote of the Board of Directors at any meeting, open to the public, where a quorum is present, the Board may appoint special or advisory committees for such purposes as the Board directs. Such special or advisory committees shall limit their activities to the purposes for which they are impaneled and be limited in time to the task for which they are appointed. Special or advisory committees shall have only those powers as specifically conferred in writing upon them by the Board of Directors and shall report to the Board of Directors. The continuation of any special or advisory committee shall be reviewed annually if it has not been disbanded because of completion of its work. Section 2. Special or Advisory Committee Membership Unless otherwise expressly provided herein, members of a special or advisory committee shall be appointed by the Board of Directors. The chair and vice chair of a special or advisory committee, may be members of the Board of Directors. When the chair of the special or advisory committee is not a member of the Board of Directors, the Board may appoint the chair of the special or advisory committee. The Board of Directors may involve citizens of Maricopa County as members to serve on a special committee. Such citizens shall serve without compensation. In addition, the Board may take reasonable steps to involve citizens at large, from the community, who can contribute their expertise or value for the benefit of the District. Other members of a special or advisory committee, unless otherwise expressly provided herein, need not be members of the Board of Directors. In the event the chair of a special or advisory committee shall be absent from a scheduled meeting, the vice chair shall act as chair for that meeting. Section 3. Term of Office Members of a special or advisory committee shall serve for the term of the committee or at the will of the Board of Directors. Page 11 11/28/2012

51 Section 4. Expenditures Any expenditure of District funds by a special or advisory committee shall require prior approval of the Board of Directors either through designation in the annual operating budget or specific request. A special committee may make recommendations but shall not make policy and shall not be authorized to commit expenditure of funds without prior approval of the Board of Directors through these Bylaws, Board policy or the budgeting process. Section 5. Preservation of Confidential Information Board adopted policies, federal and state laws and regulations regarding the protection of confidential, privileged or proprietary information shall apply to any and all special or advisory committees and their members, both during committee service and thereafter. Section 6. Minutes and Report A special or advisory committee shall record and maintain minutes of its meetings and shall report its activities to the Board of Directors as directed by the Board. A special or advisory committee shall also report to the Board of Directors on any matters requested by the Board. Official minutes, and all supporting documents related thereto, of a special or advisory committee shall be maintained by the Clerk of the Board. Section 7. Quorum Unless expressly provided otherwise by committee charter, the majority of the voting members of a special or advisory committee shall constitute a quorum and in every case the affirmative vote of a majority of the voting members of the committee present at each meeting in which there is a quorum shall be necessary for the passage of any resolution or the taking of any action. Any action taken must be filed with the minutes of the special or advisory committee presented to the Board of Directors. Section 8. Attendance and Removal Unless expressly provided otherwise by committee charter, failure to attend threefourths (3/4) of the special or advisory committee meetings during the rolling year, or two consecutive meetings, may result in removal of a committee member by a vote of the majority Board of Directors. ARTICLE IX FISCAL YEAR The fiscal year of the District shall commence on the first day of July of each year and end on the thirtieth (30) day of June following. Page 12 11/28/2012

52 Section 1. Books and Records ARTICLE X BOOKS, DEPOSITORIES, BONDS, AUDITS In accordance with the Board of Directors Financial Records Policy, the District shall keep correct and complete books of account and shall also keep records of the actions of the District. Such records shall be open to inspection by the Board of Directors at any reasonable time during normal business hours, and shall be open to the public to the extent they are permitted under Arizona law. Section 2. Depositories All funds of the District shall be deposited from time-to-time to the credit of the District with the District s Treasurer or as otherwise permitted by Arizona law. Funds may be withdrawn only by individuals authorized by a majority vote of the Board of Directors or as permitted by law and only for lawful purposes. Section 3. Security and Performance Bonds In accordance with Board of Directors Bonds Policy, all officers of the Board, District personnel, and other persons who may be authorized to receive or disburse funds of or for the District will be required to furnish security or performance bonds in an amount determined by the Board, for the faithful discharge of their duties. The Board may pay for such bonds for its Directors, officers and employees. Section 4. Audit In accordance with Board of Directors Annual Audit Policy and Selection of Auditors Policy the books and records of account of the District shall be audited annually by certified public accountants, authorized to audit public entities in the State of Arizona, who have been selected by the Board of Directors. Section 1. ARTICLE XI CHIEF EXECUTIVE OFFICER (CEO) OF MIHS The Board of Directors shall appoint and remove a CEO who shall be the District s direct executive representative in the management of any District entities. In the event of a vacancy in the office of CEO for any reason, the District s Chief Operating Officer shall act as temporary CEO, performing the duties and exercising the rights of the CEO, until the Board of Directors appoints another CEO to fill the vacancy or designates another individual to act as temporary CEO pending the appointment of a permanent CEO to fill the vacancy. Page 13 11/28/2012

53 Section 2. The CEO shall be solely responsible to the Board of Directors for the proper performance of the duties of the Office of CEO and shall hold office at the will of said Board, subject to any written contract. Section 3. The CEO is responsible for the enforcement of all MIHS bylaws, rules and regulations, polices, and other controlling documents for the proper conduct and operation of the District and MIHS which have been promulgated or approved by the Board of Directors, and until such have been promulgated, the CEO shall have the authority to make and enforce all necessary rules, regulations, and policies for the proper conduct and operation of the District and MIHS. In all cases of dispute in authority or uncertainty as to the meaning of MIHS bylaws, policies, or rules and regulations, the decision of the CEO shall be accepted until a ruling shall have been rendered by the Board of Directors. Section 4. Subject to these Bylaws, Board of Director s policies and other controlling documents and directives, the CEO shall: A. Have the necessary authority to manage and direct all the business and affairs of the District and any District entity. B. Act as the duly authorized representative of the Board of Directors in all matters in which the Board has not formally designated another other person to act. C. With the prior written approval by the Board, sign, along with any other officer of the District who has been authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, expressly reserved to the Board of Directors, or shall be required by law to be otherwise signed or executed. D. Act for and on behalf of the Board of Directors with reference to Medical Staff appointments, reappointments, and privileges when the Board of Directors is unable to do so due to a lack of a quorum, and submit such actions to the Board of Directors at its next scheduled meeting for appropriate action, including ratification. E. In the event of a declared national or state disaster, grant disaster privileges to qualified health care professionals in a manner that is consistent with Medical Staff Bylaws. Page 14 11/28/2012

54 F. Consistent with the Medical Staff documents, such as the Credentials Policy, terminate temporary clinical privileges of any health care professional. G. Upon recommendation from the Medical Executive Committee, and approval of the Board, appoint Department Chairs. Upon recommendation from the Medical Staff s Special Review Committee, may remove a Department Chair. H. Serve as the official channel of communications and liaison between the Board of Directors and the Medical Staff. I. Have the authority to appoint special advisory groups to provide input, advice and guidance to the CEO on any matter identified, by the CEO or the Board of Directors. If and where applicable, the CEO shall consult with the Chief of Staff and the Chief Medical Officer relative to such appointments. J. Establish a plan of organization of personnel and others concerned with the operation of the District and shall directly, or through delegation, select, employ, control and discharge all personnel authorized by the budget and position control, subject to applicable rules of the merit system. Notwithstanding the foregoing, the CEO shall select and recommend to the Board for the Board s final approval to employ or discharge any District Chief Officer. K. Designate a District Chief Officer to act on behalf of the CEO during periods of her/his planned absence from the District or in emergent situations. L. Attend all meetings of the Board of Directors. M. Represent the District at local, state and national agencies and organizations, and meetings in the community. N. Perform all applicable duties prescribed by the District enabling legislation, federal and state laws and regulations, and standards of accrediting bodies. O. Conserve the physical and financial assets of the District. P. Perform all duties incident to the Office of the CEO and such other duties as may be prescribed by the Board of Directors from time-to-time. Q. Avoid any actions or activities that violate any laws, regulations, Board Bylaws or policies, MIHS policies, or other controlling documents, or which places the organization in a vulnerable position or at significant financial risk. Page 15 11/28/2012

55 ARTICLE XII MEDICAL STAFF Section 1. Organization, Appointments, Hearings A. The Board of Directors shall organize the physicians, dentists and other duly authorized professional and clinical practitioners granted practice privileges in the District s facilities into a Medical Staff under the Medical Staff Bylaws, Rules, and Regulations approved by the Board of Directors, which shall not be in conflict with these Bylaws or other controlling documents of the District. The Board of Directors shall consider recommendations of the Medical Staff and appoint to the Medical Staff, in numbers not exceeding the needs of the District as determined by the Board of Directors, physicians, dentists or other professional and clinical practitioners who meet the qualifications for membership as set forth in the Medical Staff Bylaws, Rules and Regulations. Each member of the Medical Staff shall have appropriate authority and responsibility for the care of her/his patients, subject to such limitations as are contained in applicable state and federal licensing laws and regulations, these Bylaws and in the Medical Staff Bylaws, Rules and Regulations and subject, further, to any limitations attached to such member s appointment. B. No physician, dentist or other professional and clinical practitioner shall be permitted to practice in a District facility or to admit, treat, consult or attend any patient in a District facility who is not a member of the Medical Staff, unless otherwise specifically permitted by these Bylaws or by provisions of the Medical Staff Bylaws, Rules and Regulations. C. All applications for appointment to the Medical Staff shall be in writing on prescribed forms designated by the District and shall be presented to the Office of Medical Staff Services. They shall contain full information, including but not limited to the applicant s education, licensure, practice, previous experience, past and current health status, professional liability history, privileges desired, any unfavorable history with regard to licensure and hospital privileges, and proof of professional liability insurance in accordance with Medical Staff Bylaw requirements. It shall also signify the applicant s agreement to abide by these Bylaws, the policies of the Board of Directors, and the Medical Staff Bylaws, Rules and Regulations. Appointments to the Medical Staff by the Board of Directors shall confer on the appointee only such privileges as granted in accordance with the action of the Board of Directors and as provided by these Bylaws and the Medical Staff Bylaws, Rules and Regulations. D. Unless expressly permitted otherwise by these Bylaws, all appointments to the Medical Staff shall be made by the Board of Directors and shall be for a period as specified in the Medical Staff Bylaws for the applicable staff category. Page 16 11/28/2012

56 E. The Board of Directors reserves the right to cancel an appointment previously made or to refuse to renew an appointment to the Medical Staff in a manner consistent with the Medial Staff Bylaws. Except as set forth in ARTICLE XII, Section 2, when an appointment is not to be made or renewed, or when privileges have been or are proposed to be reduced, suspended, or terminated, the Medical Staff member shall be afforded the opportunity of a hearing in accordance with the Medical Staff Bylaws, Rules and Regulations. F. With reference to medical staff appointments and credentialing, the CEO shall have the authority to act for and on behalf of the Board of Directors with reference to Medical Staff appointments, reappointments, and privileges when the Board of Directors is unable to do so due to a lack of a quorum, and submit such actions to the Board of Directors at its next scheduled meeting for ratification. G. When a physician, dentist or other professional and clinical practitioner employed or contracted by the District is required to maintain membership in the Medical Staff as a condition of employment or engagement by the District, termination of such practitioner s privileges shall be effective on such date as such practitioner ceases to perform the duties for which engaged by the District. H. While the Board has the final decision regarding the appointment, reappointment or termination of appointment, or the granting or curtailment of clinical privileges to the Medical Staff, when the Board of Directors does not concur with a Medical Staff recommendation relative to Medical Staff appointment, reappointment or termination of appointment, or the granting or curtailment of clinical privileges, the Board will comply with the due process and fair hearing provisions in the Medical Staff Bylaws, Rules and Regulations, relating thereto. I. Neither the Board of Directors nor the Medical Staff may unilaterally amend the Medical Staff Bylaws or Rules and Regulations. The Bylaws and Rules and Regulations of the Medical Staff shall be reviewed by the Medical Staff no less than annually and any changes proposed acted upon by the Board of Directors within sixty (60) days of submission. Section 2. Practitioners Employed By or Under Contract With MIHS A. The Board of Directors shall have the authority to authorize its CEO, to enter into contracts or employment relationships with practitioners for the performance of health care provider and professional services including certain physicianadministrative services. Page 17 11/28/2012

57 B. If a question concerning clinical competence arises that may affect the practitioner s staff appointment or clinical privileges during the term of the contract or employment, that question shall be processed in the same manner as would pertain to any Medical Staff appointee holding clinical privileges. If a modification of privileges or appointment resulting from such action is sufficient to prevent the practitioner from performing her/his duties, the contract shall automatically terminate. C. Clinical privileges or staff appointment granted to practitioners employed by or under contract with the District shall be valid only during the term of the contract or employment. In the event that the contract or employment expires or is terminated, the clinical privileges and appointment shall automatically expire at the time the contract or employment expires or terminates. This expiration of clinical privileges and appointment or the termination or expiration of the contract or employment, shall not entitle the practitioner to any hearing or appeal, unless there is a specific provision to the contrary in the contract or employment agreement. In the event that only a portion of the practitioner s clinical privileges are covered by the contract or employment, only that portion shall be affected by the expiration or termination of the contract or employment. D. Specific contractual or employment terms shall in all cases be controlling in the event of an actual or apparent conflict with the provisions of the Bylaws. Section 3. Medical Care And Its Evaluation The Medical Staff shall be responsible to the Board of Directors for the quality of medical care in the District. A. The Medical Staff shall conduct continuing review and appraisal of the quality and safety of professional care in the District, devise and implement corrective actions, and shall report such activities to the Board of Directors. B. The Medical Staff shall conform its practices, as individual members of the Medical Staff, to meet the standards of regulatory and accrediting agencies, federal and state laws and regulations. C. The Medical Staff shall make recommendations to the Board of Directors, concerning: (1) Appointments and alterations of staff status; (2) granting of clinical privileges; (3) disciplinary actions; (4) such matters as may be referred to it by the Board of Directors or CEO or (5) where authorized pursuant to these Bylaws or Medical Staff Bylaws. D. The Medical Staff may make recommendations to the Board of Directors regarding any matter not referenced in Section 3. Page 18 11/28/2012

58 Section 4. Conflict Resolution Resolution of conflict and the adjudication of any disciplinary matter relating to the Medical Staff, the House Staff, or any member thereof, shall be conducted consistent with District, Medical Staff or House Staff policies and procedures, rules and regulations. Section 5. Representation At Meetings Of Board Of Directors The Medical Staff President and Medical Staff President-Elect shall be invited to attend the meetings of the Board of Directors to report on the activities of the Medical Staff. ARTICLE XIII BOARD COUNSEL AND BOARD STAFF The Board of Directors may retain competent legal counsel, and Board staff, as it deems necessary for the proper guidance of the District. Such counsel shall not be an elected member of the Board of Directors nor have any conflict of interest. Only the Board may select, employ, evaluate and discharge Board counsel, and the Clerk of the Board. ARTICLE XIV PHILANTHROPIC FOUNDATIONS The Board of Directors may authorize the creation and operation of philanthropic support organizations or foundations, whose purpose is consistent with and in furtherance of the District s mission and is dedicated to health care and District related activities, in which the District has a significant voice in policy and/or management. Such organizations must qualify as (1) exempt organizations under 501(c)(3) of the Internal Revenue Code of 1954, as amended, (2) a non-private foundations by virtue of and as defined by Sections 509(a)(1) or (2) of the Internal Revenue Code of 1954, as amended or the corresponding provision of any applicable state or federal law, or (3) as an Arizona not-for-profit corporation. The Articles of Incorporation and Bylaws of any such corporation shall be approved by the Board of Directors of the District. Any such organization shall make a quarterly report and such other reports as may be requested to the Board of Directors. Page 19 11/28/2012

59 ARTICLE XV NON-DISCRIMINATION CLAUSE No discrimination shall be exercised by the Board of Directors or by any person subject to its jurisdiction against or in favor of any person because of race, color, national origin, religion, disability, sexual orientation or age in the admission, treatment, or participation in any of its health care programs, services and activities, any employment matters, or any person doing business with the District, pursuant to federal, state or local laws, including without limitation A.R.S ARTICLE XVI CONFLICTS OF INTEREST Each member of the Board of Directors, its officers or members of any special or advisory committee, shall comply with all federal and state conflict of interest laws, including but not limited to the provisions of A.R.S et. seq. and MIHS's Code of Conduct and Ethics. In addition, any such person who has such a conflict of interest shall make such conflict known on the records and in the minutes of the Board and shall refrain from voting upon or participating in any such matter. Each member of a special or advisory committee shall complete the District Conflict of Interest Disclosure Questionnaire at time of appointment to a committee and on an annual basis. If, at any time, a Director, officer or committee member develops a potential conflict of interest, such potential conflict shall be disclosed in accordance with the MIHS Code of Conduct and Ethics. ARTICLE XVII PATIENTS RIGHTS, ORGANIZATIONAL ETHICS AND COMPLIANCE The Board of Directors shall adopt and maintain polices on Patients Rights and Organizational Ethics for the District in recognition of its responsibilities to its patients (and the patient s health care decision-maker), staff, physicians, and the community it serves. In addition, the Board shall respect patient confidentiality, including confidentiality of participants in approved research projects, privacy, security (including patient s rights to access to protective services) and pastoral counseling. The Board of Directors shall also adopt and maintain a policy on Compliance to guide District business practices in a lawful and ethical manner. It is also the responsibility of the Board of Directors and District officers, executive management, medical staff, house staff, students, subcontractors, volunteers and employees to provide services and conduct their activities in a manner consistent with the District mission statement and policies, its policy regarding Patient Rights and Organizational Ethics, its compliance program and standards of conduct. Page 20 11/28/2012

60 ARTICLE XVIII INDEMNIFICATION Section 1. Indemnification Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, administrative or investigative and whether formal or informal (hereinafter, a proceeding and including without limitation, a proceeding brought by or on behalf of the District itself), by reason that she/he is or was a Director, officer, employee, volunteer or agent of the District, or is or was serving at the request of the District as a director, officer, employee or agent where the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee or agent while serving as a director, officer, employee, agent, shall be indemnified, defended, and held harmless by the District to the fullest extent authorized by Arizona law, as the same exists or may hereafter be amended against all expense, liability and loss (including reasonable attorneys fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to serve in the capacity that initially entitled such person to indemnification hereunder and shall inure to the benefit of his heirs, executors and administrators; provided, however, that the District shall indemnify, defend, and hold harmless any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid or reimbursed by the District the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the law so requires, the payment of expenses incurred by a Director, officer, employee or agent in his/her capacity as such in advance of the final disposition of a proceeding shall be made only upon delivery to the District of an undertaking, together with security reasonably acceptable to the District by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section or otherwise. Section 2. Nonexclusively Of Rights The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), the enabling legislation, these Bylaws or any agreement, and should be read as being in addition to and excess of any available insurance of the District. Page 21 11/28/2012

61 Section 3. Insurance The District shall maintain insurance, at its expense and in reasonably sufficient amounts to protect itself and any person who is or was serving as a Director, officer, employee, volunteer, or agent of the District or is or was serving at the request of the District as a director, officer, employee, volunteer, or agent against any liability asserted against and incurred by that person in such District capacity, or arising out of his/her status as such, and who was acting in furtherance of District business. Section 4. Savings Clause If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the District shall nevertheless indemnify, defend and hold harmless each Director, officer, employee, volunteer, or agent of the District, as to cost, charges, and expenses (including attorneys fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, administrative or investigative to the full extent permitted by any applicable portion of this Article and these Bylaws that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XIX SEAL The Board of Directors shall adopt a suitable seal. ARTICLE XX MISCELLANEOUS Section 1. Institutional Review Board There shall be an Institutional Review Board appointed by the CEO in compliance with applicable state and federal regulations and Board policy. Section 2. Patients Right and Grievance The Board of Directors pursuant to 42 C.F.R (a)(2) Conditions of Participation: Patients Rights, delegates its responsibility for the effective operation of the grievance process, conflict resolution process or grievances to the District s Risk Management Department. Page 22 11/28/2012

62 Section 3. EMTALA Pursuant to 42 U.S.C. 1395dd, as amended, the following medical personnel are authorized to perform medical screening examinations: physicians, nurse practitioners, physicians assistants, certified nurse midwifes and registered nurses from the Department of Obstetrics and Gynecology if such registered nurses have successfully completed competency training to perform medical screening examinations. Section 4. Contracts Only the Board of Directors or the CEO or others expressly authorized and delegated such authority by the Board of Directors or by Board Resolution may enter into any contractual arrangement or execute any instrument in the name of and on behalf on the District. Section 5. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the District, shall be signed by those individuals authorized by the Board of Directors and in such manner as expressly permitted by the Board of Directors or by Board Resolution. Section 6. Gifts The Board of Directors may accept on behalf of the District any contribution, gift, bequest, or devise for and consistent with the general purposes, or for and consistent with any specific purposes of the District. Section 7. Loans No loan, guaranty, or other form of security shall ever be made to, or provided by, the District for the benefit of any of its Directors, officers, employees, or agents. If the members of the Board of Directors vote or assent to such actions, those members assenting to or participating in such action shall be held, jointly and severally, and personally liable to the District for the amount of such action and all costs and expenses related thereto. Section 8. Annual Report The CEO shall cause an annual report to be submitted to the Board of Directors. Page 23 11/28/2012

63 Section 9. Notice A. Effective Date Any notice required or permitted to be given pursuant to the provisions of the enabling legislation, these Bylaws, other controlling documents, or applicable law, shall be in writing, shall be sufficient and effective as of the date personally delivered or if sent by mail, on the date deposited with the United States Postal Service, prepaid and addressed to the recipient at the recipient s last known address as shown in the records of the District. B. Waiver of Notice Whenever any notice is required as stated in Section 9.A above, a waiver thereof in writing signed by the persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a member of the Board of Directors at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE XXI RULES OF ORDER All meetings of the Board of Directors and its committees shall be conducted in accordance with the most recent edition of Robert s Rules of Order. ARTICLE XXII AMENDMENTS These Bylaws may be amended by an affirmative vote of a super majority of eighty percent (80%) of the voting members of the Board of Directors. A full statement of a proposed amendment shall be submitted to the Board of Directors at least two weeks prior to the meeting at which the proposed amendment is scheduled to be voted upon. The Bylaws shall be reviewed at least annually and amendments to the Bylaws may be proposed by any member of the Board of Directors, Board staff or counsel, the CEO, or District s legal counsel. Page 24 11/28/2012

64 ARTICLE XXIII DISSOLUTION AND DISPOSITION OF ASSETS Dissolution of this District shall be in accordance with and subject to the provisions of the laws of the State of Arizona and of any other jurisdictions in which the District is doing business or which regulates the affairs, conduct and management of this District. Approved by the Board of Directors on November 28, 2012 By: Susan Gerard, Chair, Board of Directors Date By: Melanie Talbot, Clerk of the Board Date Page 25 11/28/2012

65 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 1. Board Policy Statements

66 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 04/06 Reviewed Dates: 02/10 Revision Dates: 01/12 Policy #: G Policy Title: Board Policy - Finance Financial Assistance Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Purpose: To identify and assist patients who are uninsured, underinsured or lack the financial resources to meet their total financial responsibility for services rendered and for when such patients do not otherwise qualify for any health care benefit program. For those patients who qualify, the District will implement a program where medical care is provided at a discounted rate commensurate with the patient s resources. Policy: It is the responsibility of the Board of Directors to manage the tax dollars of the citizens within the Maricopa County Special Health Care District in an effective manner, and ensure that the population it serves receives appropriate health care. In order to meet both of these needs, it is the policy of the Board that the District will adopt processes whereby all patients who come to MIHS, regardless of their ability to pay, can receive treatment when appropriate, and that all patients are expected to pay for those services based on the resources they have available to pay for such. The District will adopt a plan(s) based on the resources available to the patient, so that the patient will be qualified for participation in an uncompensated care program which may include a sliding fee schedule, discounts against billed charges, payment arrangements or other fair and equitable factors. A means test will be applied via a resource assessment process which may permit the patient s charges to be discounted appropriately. In cases where the patient comes to MIHS in an emergency situation, the patient will be seen first, followed by appropriate financial and resource counseling and assessment for potential participation in the uncompensated care program(s). In the case of elective or non-emergent procedures, arrangement for payment of the patient s discounted portion will be made prior to services being provided. Reference: MIHS Administrative Policy and Procedure S dated 07/11 FQHC Look-Alike Program Update, 10/04/11, page 6 Policy #99000 G Board Policy: Financial Assistance Page 1 of 1 Date: 01/12 Supersedes: 02/10

67 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 02/11 Revision Dates: 09/07; 03/09; 02/10 Policy #: G Policy Title: Board Policy - Finance Annual External Audit Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors will engage external auditors to conduct an annual audit of the District s financial statements in accordance with auditing standards generally accepted in the United States and the standards applicable to financial audits contained in Government Auditing Standards, used by the Comptroller General of the United States. Such audit will be planned and performed to obtain reasonable assurance that the financial statements are free of material misstatement. The external auditors should review at a minimum, existing internal controls and compliance with legal and regulatory requirements in order to issue an opinion on whether the financial statements present fairly, in all material respects, the financial position of the District and its changes in financial position and cash flows in conformity with accounting principles generally accepted in the United States. Also, the external auditors will present the Board with a management letter identifying any material weaknesses discovered during the audit process. This letter will be deemed to be proprietary and such that its disclosure may cause demonstrable and material harm to the District and would place the District at a competitive disadvantage in the marketplace. This letter, therefore, is deemed not subject to public disclosure pursuant to A.R.S (M). The independent external auditors will report to the Board. It is the Board s responsibility to hold management accountable for taking corrective action related to issues identified in the management letter and to address other issues noted by the external auditors. The Board shall require a written response from management identifying what steps will be taken to correct the issues noted, and timely follow-up should be done by management to ensure that all items have been addressed appropriately. Policy #99001 G Board Policy: Finance/Annual Audit Page 1 of 1 Date: 02/11 Supersedes: 02/10

68 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 02/10, 02/11 Revision Dates: 09/07; 03/09 Policy #: G Policy Title: Board Policy - Finance Billing Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: It is the policy of the Board of Directors that Maricopa Integrated Health System (MIHS) shall timely bill only for services rendered, and all bills shall be prepared in an appropriate format. MIHS staff, medical staff, and clinical providers must be thorough, accurate, and timely in completing any dictation, written or oral report, or other documentation necessary for prompt and accurate billing made to or for any payer or government agency. MIHS management and medical staff leadership are charged with the responsibility to develop and maintain processes that ensure the integrity of all billing. Policy #99002 G Board Policy: Finance/Billing Page 1 of 1 Date: 02/11 Supersedes: 02/10

69 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 02/10, 02/11 Revision Dates: 03/09 Policy #: G Policy Title: Board Policy - Finance Bonds Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: All Board Officers and other persons authorized to receive or disburse funds of the District will be required to furnish bonds, in an amount determined by the Board of Directors, for the faithful discharge of their duties. The Board may pay for such bonds for its Directors, and Maricopa Integrated Health System (MIHS) employees. In lieu of furnishing such bonds, the Board is authorized to procure and maintain comparable insurance coverage designed to protect the interests of the District that would otherwise be protected by bonds to insure faithful discharge of duties. Policy #99003 G Board Policy: Finance/Bonds Page 1 of 1 Date: 02/11 Supersedes: 02/10

70 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 02/10 Revision Dates: 09/07, 03/09, 02/11, 02/12 Policy #: G Policy Title: Board Policy - Finance Collection Efforts Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: Maricopa Integrated Health System (MIHS) will make every effort to collect all dollars due for services provided in the most efficient way possible consistent with state and federal laws. Appropriate follow-up will be made including all efforts to reduce denials of payment for any reason. MIHS will work with patients who do not have resources or third party coverage to assist them in qualifying for coverage or other programs that may be available or for participation in any MIHS uncompensated care program. Based on the programs that are available, MIHS will expect the cooperation of patients in working with available resources to qualify for coverage. If services are provided to a patient that is covered by, or qualifies for, an out-of-state Medicaid program that MIHS does not contract with, MIHS staff will obtain an application to register as a qualified provider. The provider application will be forwarded to the Board of Directors. The Board of Directors will approve or deny the request for submission of the provider application on a case-by-case basis. Collection efforts will be made on all outstanding balances owed by individuals or other third parties. Outside collection agencies or law firms may be used to assist in the collection of accounts where MIHS does not have staff to adequately pursue collection in a timely manner. If it is determined that the individual or other third party has the resources and is unwilling to pay, an outside collection agency or law firm may also be used in an effort to collect these balances. Policy #99004 G Board Policy: Finance/Collection Efforts Page 1 of 1 Date: 02/12 Supersedes: 02/11

71 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 02/10, 02/11 Revision Dates: 03/09 Policy #: G Policy Title: Board Policy - Finance Construction Surety Bonds Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: As a guarantee that a contractor who enters or will enter into a contract to perform a service for Maricopa Integrated Health System (MIHS) in accordance with the plans and specifications, security shall be required on all competitive solicitations/construction contracts in excess of $100,000 from contractor and all subcontractors. All security shall be a certified check, cashier s check, or surety bond for ten (10) percent of the amount of the bid or proposal. Policy #99005 G Board Policy: Finance/Construction Surety Bonds Page 1 of 1 Date: 02/11 Supersedes: 02/10

72 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: Revision Dates: 09/07; 03/09; 02/10, 02/11 Policy #: G Policy Title: Board Policy - Finance Discounts Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: It is the policy of the Board of Directors that Maricopa Integrated Health System (MIHS) will not grant discounts against billed charges to administration, employees, physicians, residents, students or other individuals unless there is an approved District policy setting forth parameters, including but not limited to an MIHS uncompensated care program. Discounts are not granted because of the position or influence that the individual or entity may hold. Management may approve discounts on a limited basis in those situations where MIHS may be responsible for actions or events causing a patient to incur additional charges that would not have occurred otherwise. Discounts against billed charges can be granted based on contractual agreements with third party payers, including managed care companies. Discounts may also be granted on a case-by-case basis for quick payment of bills. References: Board Policy Statement 99000G Financial Assistance Policy #99006 G Board Policy: Finance/Discounts Page 1 of 1 Date: 02/11 Supersedes: 02/10

73 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 03/11 Revision Dates: 04/09 Policy #: G Policy Title: Board Policy - Finance Financial Records Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: It is the policy of the Board of Directors that all financial records, books, and accounts of the District shall accurately reflect all financial transactions of the District. Maricopa Integrated Health System s (MIHS s) books and records must never include false or misleading information, and must conform to generally accepted accounting principles, governmental accounting standards, and regulatory requirements. Policy #99007 G Board Policy: Finance/Financial Records Page 1 of 1 Date: 03/11 Supersedes: 03/10

74 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 03/10 Revision Dates: 04/09; 03/11 Policy #: G Policy Title: Board Policy - Finance Financial Reports Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors shall receive a monthly financial package that includes financial reports on a consolidated basis for the District. In addition, the monthly financial package shall include but not limited to, separate financial reports for each of the following business units of the District: Maricopa Medical Center, the Federally Qualified Health Center Look-Alike Clinics, Maricopa Health Plan, and Maricopa Care Advantage. This financial package will consist of at least a Balance Sheet, Income Statement, and Cash Flow Statement. The Income Statement shall compare the current month s financial results to that of the same month in the previous year and to the current month s budget. Year-to-date results shall be compared to the same measures as well. The Balance Sheet shall compare the current month ending balances to the prior fiscal year ending balances. The Cash Flow Statement shall show the sources and uses of cash for the current month and fiscal year-to-date. The monthly financial package will also include key operating indicators and statistical reports to assist in identifying trends that may be negatively affecting the operations of Maricopa Medical Center, Maricopa Health Plan, or Maricopa Care Advantage. Graphs shall be used where possible. In addition to tracking key operating indicators and statistics, other key ratios shall be identified by management to monitor the organization s financial health. These ratios shall be tracked as part of the normal monthly financial package and they shall also be benchmarked against other similar organizations to identify areas that need to be improved. The use of rating agencies (e.g., Moody s, or Standard and Poor s) that publish the median ratios for hospitals may also be used for rating comparisons. Policy #99008 G Board Policy: Finance/Financial Reports Page 1 of 1 Date: 03/11 Supersedes: 03/10

75 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 03/11 Revision Dates: 09/07; 04/09; 03/10 Policy #: G Policy Title: Board Policy - Finance Internal Audit Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: An internal auditor will be employed or contracted to perform various audits of internal controls throughout the year. The internal auditor will report through the Chief Compliance Officer to the President & Chief Executive Officer. If the internal auditor has a question which relates directly to the Chief Compliance Officer, he/she is authorized to report directly to the President & Chief Executive Officer. If the internal auditor has a question which relates directly to the President & Chief Executive Officer, he/she is authorized to report directly to the Chief Compliance Officer, who will report to the Board. If the internal auditor has a question which relates to both the President & Chief Executive Officer and the Chief Compliance Officer, he/she is authorized to report directly to the Board of Directors through the Chairman of the Board. A formal audit plan shall be prepared annually and presented to the Board for approval. The audit plan shall identify high risk areas that need to be addressed first and then work down to areas of lesser risk. Formal reporting on internal audit activities shall be made to the Board no less than quarterly. The audit plan shall include input from the Chief Financial Officer and President & Chief Executive Officer on areas of concern. Any member of Management may request internal audit to review activities or areas that may be of concern. Also, the internal auditor shall work with the compliance officer to identify areas that need to be reviewed that may impact the organization on compliance issues. Policy #99009 G Board Policy: Finance/Internal Audit Page 1 of 1 Date: 03/11 Supersedes: 03/10

76 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 03/11 Revision Dates: 04/09 Policy #: G Policy Title: Board Policy - Finance Investment of Funds Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The District Treasurer, or designee, or others, as authorized by law, shall invest District monies in eligible investments according to state law, except for those that the District Treasurer, or designee, or others, as authorized by law, have agreed to be invested by a national bank or national investment firm that will adhere to all state investment laws. The Board of Directors shall monitor investment returns on a quarterly basis. Policy #99010 G Board Policy: Finance/Investment of Funds Page 1 of 1 Date: 03/11 Supersedes: 03/10

77 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/06 Reviewed Dates: 09/07; 03/10, 03/11 Revision Dates: 04/09 Policy #: G Policy Title: Board Policy - Finance Revenue Contracts Medical Services Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: Revenue contracts and arrangements between the District and a third-party payer must comply with review and signature approval as established by the District s Authorization and Responsibility Matrix as approved and amended from time to time. The Board of Directors may approve or decline revenue contracts and arrangements between the District and third party payers that may place the District at risk if the contract does not cover the District s costs. Reference: Authorization and Responsibility Matrix Policy #99011 G Board Policy: Finance/Revenue Contracts Medical Services Page 1 of 1 Date: 03/11 Supersedes: 03/10

78 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 09/06 Reviewed Dates: Revision Dates: 02/09, 04/10, 04/11 Policy #: G Policy Title: Board Policy Finance Fiscal Responsibility/Financial Planning Guidelines Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Introduction: The Board of Directors fiduciary responsibility includes improving and protecting the District s financial status while meeting the District s mission and exercising stewardship of the public assets entrusted to the District by the taxpayers. The Board exercises its fiscal responsibilities in a number of ways. It establishes financial goals for growth, debt capacity, and return on investment. It approves the annual operating, capital and cash flow budgets. As part of the budget process, the Board determines the amount of tax revenue required to meet at the very least the operational, strategic, and reserve requirements of the District. The Board s role includes setting criteria for new business ventures and assessing business plans. The Board approves policies on uncompensated care, reviews the District s community needs assessment, and balances the provision of needed community services with the resources available to the District, including prudent use of the tax revenue collected by the District. Purpose: One of the Board s key responsibilities is to determine the District s financial goal and monitor operations continually to see that the goal is attained. The annual budget process is the primary means to set and agree upon the financial goal for the District for both the Board and CEO. The purpose of this policy is to provide for financial stability and predictable, sustainable tax rates through responsible use of all District resources, appropriate use of debt, and maintenance of adequate reserve funds. Adherence to the policy will guide the District to maintain the financial ability to meet its mission while providing proper stewardship of public assets. Policy #99012 G Board Policy: Finance/Fiscal Responsibility and Financial Planning Guidelines Page 1 of 3 Date: 04/11 Supersedes: 04/10

79 Policy Guidelines: Fiscal Responsibility It is the policy of the Board that the District will be fiscally responsible and be managed in a financially sound manner. To accomplish this, the District will engage in prudent and conservative financial planning and budgeting processes, including: The Board will establish a long-term, measurable financial goal for the District. Management will prepare, and the Board will review and approve, a long-range (5-year) strategic financial plan that is integrated with the District s strategic initiatives. This plan will provide a financial roadmap to attain the District s long-term financial goal. The long-range strategic financial plan will be updated annually prior to the annual budget process. This will serve as the basis for annual budget targets. An annual budget process will be followed to develop the annual operating, capital, and cash flow budgets for the District. The annual budget must be structurally balanced on a cash-flow basis. (See next section.) The District will be prudent and appropriate in its use of available financing vehicles (e.g., tax anticipation financing, long-term debt, capital, and operating leases, etc.). (See next section.) Capital projects and strategic investments will receive appropriate financial analysis to seek adequate return on the District s investment. As part of its stewardship responsibilities to protect the public assets and operations of the District, the Board will ensure that the development of adequate financial reserves is an integral part of the financial planning and budgeting processes. Structurally Balanced Budget It is the policy of the Board that the District s annual budget will be structurally balanced, defined as revenues from all recurring sources (e.g., patient care revenue, recurring grants that cover recurring operating expenses, tax revenue, investment earnings, etc.) shall be sufficient to cover all annual operating expenses of the District. The District may borrow from month-to-month within any given fiscal year in order to balance out uneven cash flows during the year. However, operating expenses may not be financed by debt that is carried over to a future fiscal year. The type and term of financing vehicle used will be appropriate to the items being financed: o Long term debt/financing vehicles may be used only to finance capital/long-term projects. o Intermediate-term financing vehicles may be used to finance equipment of a corresponding expected useful life o Short-term financing vehicles may be used to finance short-term working capital needs, but not as a source of permanent capital. Policy #99012 G Board Policy: Finance/Fiscal Responsibility and Financial Planning Guidelines Page 2 of 3 Date: 04/11 Supersedes: 04/10

80 Financial Reserves It is the policy of the Board that the District shall build and maintain financial reserves, cash and investments, at an adequate level to help sustain the District s financial viability over the long term. It is an appropriate use of taxes collected to help build and maintain such financial reserves. Adequate financial reserves will allow the District to: Maintain services during economic downturns without drastic expenditure reductions or tax increases while longer-term adjustments are put in place. Develop a systematic process for capital replacement and continual upgrading of facilities. Be able to withstand sudden or unexpected changed in healthcare market conditions. Create a stronger and creditworthy balance sheet, which will give the District greater access to capital in the future. The level of appropriate financial reserves will be determined by the Long-Range Financial Goal established by the Board. (See next section.) Long-Range Financial Goal It is the policy of the Board that the long-range financial goal of the District is to become a financially viable organization, defined as becoming a creditworthy organization by attaining at least the median indicators for investment grade healthcare organizations (i.e., BBB/Baa rated) by major credit rating agencies, such as Moody s Investors Service, Fitch Ratings or Standard & Poor s Corporation. Specific financial targets to achieve the District s long-range financial goal will be developed by management for approval by the Board based on selected standard rating agency definitions. These specific targets will be pertinent to the long-range strategic financial plan, and will be updated annually and approved by the Board. The financial targets (amounts in brackets) reflect the average minimum investment grade median ratings for the three Rating Agencies discussed above. The 2010 Not-for-Profit Healthcare Medians for single-state health care systems: o Liquidity: Total days cash on hand Delivery System [115.4] Total days cash on hand Health Plan [equal to current liabilities] Days revenue in accounts receivable [43.9] Cushion ratio [9.1] Cash to long-term debt [78%] o o Capital Structure: EBITDA debt service coverage [2.6] Long-term debt to Net Assets [53.1%] Operating: Excess margin [2.3%] EBITDA margin [9.4%] Policy #99012 G Board Policy: Finance/Fiscal Responsibility and Financial Planning Guidelines Page 3 of 3 Date: 04/11 Supersedes: 04/10

81 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 09/06 Reviewed Dates: 03/10; 03/11 Revision Dates: 09/07; 04/09 Policy #: G Policy Title: Board Policy Finance Selection of Auditors Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors is responsible for selecting, removing, or terminating the District s external auditors. While the Board will consult Maricopa Integrated Health System (MIHS) management on the terms and conditions of a contract with the external auditors, it shall have final authority to approve all audit engagement fees and terms. The Board shall, on at least a triennial basis, obtain a copy of the external auditor s most recent peer review report and shall assess the firm s independence through inquiries of any relationships the firm or its partners and staff might have with the District or MIHS. The Board shall require that the auditing firm they select rotate partners every five (5) years in order to maintain independence between the audit firm and the District. The Board and management are both responsible for implementing and monitoring this policy. Policy #99013 G Board Policy: Finance/Selection of Auditors Page 1 of 1 Date: 03/11 Supersedes: 03/10

82 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 09/06 Reviewed Dates: 02/11 Revision Dates: 02/09; 02/10 Policy #: G Policy Title: Board Policy Finance Budget ~ Operating and Capital Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors has the responsibility to understand and approve the budgets. Assumptions and constraints are approved by the Board early in the budget process and must be in agreement with the District s financial and strategic plans. Management has the responsibility to develop the details of the budgets. The District is required by statute to use a budgeting process. The District must develop and adopt a proposed budget on or before July 15 for submission to the Maricopa County Board of Supervisors, and other entities as required by law. The budget shall consist of at the very least, a one (1) year operating budget, a three (3) year capital budget, and a one (1) year cash flow budget. Operating Budget The operating budget shall cover one (1) year and represent the day-to-day operations of MIHS. Capital Budget The capital budget shall consist of capital items as defined by MIHS capital policy. Cash Flow Budget The cash flow budget shall cover one (1) year and represent the cash results of day-to-day operations. Public Hearing - The District shall hold at least one (1) Public Hearing to review the recommended Operating and Capital budget prior to the Board approving the budget. Written Statement - The District shall also prepare a written statement of the amount of money needed to be raised by taxation to meet its operational, strategic, and reserve requirements. This written statement must be submitted to the Maricopa County Board of Supervisors on or before July 15. Policy #99014 G Board Policy: Finance/Budget ~ Operating and Capital Page 1 of 1 Date: 02/11 Supersedes: 02/10

83 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/07 Reviewed Dates: 03/10, 03/11 Revision Dates: 04/09 Policy #: G Policy Title: Board Policy Finance Depositories Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: All monies received for the District from any source shall be deposited with the District s Treasurer, its designee, or others as authorized by law to the credit of the District. The Board of Directors may request a report from the District s Treasurer, its designee, or individual specified as authorized by law as to the depositories of District funds. Policy #99016 G Board Policy: Finance/Depositories Page 1 of 1 Date: 03/11 Supersedes: 03/10

84 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/07 Reviewed Dates: 03/11 Revision Dates: 04/09; 03/10 Policy #: G Policy Title: Board Policy Finance District Treasurer Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors, following the recommendation of the President & Chief Executive Officer, shall appoint a District Treasurer who is responsible for the management, accounting, and investment of all District monies consistent with the provisions of state and federal laws. Reference: A.R.S Policy #99017 G Board Policy: Finance/District Treasurer Page 1 of 1 Date: 03/11 Supersedes: 03/10

85 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/09 Reviewed Dates: 10/10 Revision Dates: 09/11 Policy #: G Policy Title: Board Policy Finance Medical Identify Theft Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: It is the policy of the Board of Directors that MIHS shall institute a process for detecting, preventing, and mitigating identity theft to protect MIHS, its operations, as well as its patients, employees, contractors, and associates. In furtherance of deterring, preventing, and investigating suspected identity theft, the Board directs the CEO, or her/his designee(s), to be responsible for developing, implementing, administering and updating a program designed to detect and remediate suspected identity theft. MIHS staff must follow the program, policies, and procedures which, inter alia, promote alertness to patterns, practices or specific activities that could indicate the possible existence of identity theft and implement the appropriate response. Reference: 16 CFR Identity Theft Rules; Duties Policy #99018 G Board Policy: Finance/Medical Identity Theft Page 1 of 1 Date: 09/11 Supersedes: 10/10

86 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 12/04 Frequency of Review: Annual Reviewed Dates: Revision Dates: 09/06; 08/07; 01/09; 04/09 Policy #: G Policy Title: Board Policy Governance Board Member Compensation for Meetings and Travel Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [William Bruno, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Purpose: To establish Board member compensation for meetings and travel as specified below. Policy: Approvals In accordance with A.R.S (1) the Board shall approve all necessary travel and incidental expenses for which reimbursement is sought by a Board member. This includes authorization of all conference, seminar or meeting registration fees, and all related lodging, air and ground transportation, mileage and meal expenses. Meeting Fees It is the policy of the Board of Directors to compensate Directors for attendance at official Board meetings and to reimburse them for travel expenses as determined by District policies for allowable expenditures incurred while on appropriate Board business. Board members may be compensated for attendance at the following meetings at the maximum allowed by law, $ per day: 1. Full Board Meetings 2. Standing and special committees of the Board 3. Attendance at approved conferences, seminars, or meetings as representatives of the District Board Travel Reimbursement Out-of-town travel expenses by Board members will be reimbursed in accordance with District budget based upon the following guidelines: Policy #99100 G Board Policy: Governance/Board Member Compensation for Meetings and Travel Page 1 of 2 Date: 04/09 Supersedes: 01/09

87 Designated point of departure for mileage purposes is the Director s home (This applies to in- town travel also.) Reimbursement for use of personal vehicle is at the Federal rate for Income Tax purposes. Mileage records should be maintained. (This applies to in-town travel also.) Use of personal vehicle on trips is reimbursed at the lesser of the approved mileage rate or coach airfare to the same destination. The Board authorizes in advance, reimbursement of any member s mileage to and from meetings of the Board of Directors, to and from meetings of any committees of the Board of Directors, to and from meetings between a board member and an MIHS staff member. Receipts are required for lodging, train, airplane, rental car, and any other item over $ Reimbursement for travel away from the District is to be based on the regulations set out in Title 38, Chapter 4, Article 2 of the Arizona Revised Statutes. Requests for reimbursement must be on forms and in a manner prescribed by the District. Policy #99100 G Board Policy: Governance/Board Member Compensation for Meetings and Travel Page 2 of 2 Date: 04/09 Supersedes: 01/09

88 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/07 Reviewed Dates: Revision Dates: 03/09; 03/10; 03/11 Policy #: G Policy Title: Board Policy Governance President & Chief Executive Officer Evaluation Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board shall conduct an annual evaluation of the District President & CEO within 60 days of the fiscal year end. In preparation for the annual evaluation, the President & CEO shall submit a written statement to the Board: 1. Setting forth each of the performance goals and strategic goals adopted by the Board and agreed to by the President & CEO at the beginning of the fiscal year. Addressing the degree of success the President & CEO enjoyed in meeting the goals. 2. Addressing all other matters, if any, set forth in the contract between the District and the President & CEO to be reviewed annually by the Board. 3. Reviewing the year in general for MIHS. 4. Addressing any other matter the President & CEO deems relevant for the Board s attention. Throughout the fiscal year, the Board shall provide the President & Chief Executive Officer with quarterly executive session opportunities to evaluate performance toward the annual performance goals and strategic goals. The Board shall review the President & CEO s written submission, and may meet in executive session, at the pleasure of the Board, without the President & CEO s presence to discuss the President & CEO s submission. The President & CEO may call for the discussion to take place in open session if he or she desires. The Board then shall meet in executive session to discuss each Board member s assessment of the President & CEO s performance. The President & CEO again may call for the discussion to take place in open session if he or she desires. If the Board deems the President & CEO to have merited a performance-based salary increase, the Board may place the matter on an agenda of an open session for approval. At all times the Board clerk shall give all notices to the President & CEO on behalf of the Board to satisfy any applicable law, including the Arizona open-meeting law. Policy #99101 G Board Policy: Governance/Chief Executive Officer Evaluation Page 1 of 1 Date: 03/11 Supersedes: 03/10

89 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 02/05 Reviewed Dates: Revision Dates: 01/09, 02/11 Policy #: G Policy Title: Board Policy Governance Cellular Telephones, Service and Reimbursement Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Purpose: To provide the Board of Directors for Maricopa County Special Health Care District a policy governing the use of cellular telephones and to provide guidelines, criteria, and conditions for reimbursement of business use on personal devices. Policy: 1. MIHS does not purchase and issue cellular phones to Board members. 2. Board member may request a stipend of $100 per month for use of their personal cellular telephones for District business use. The stipend is for voice, data and text messaging. When a Board member s term expires, the stipend will end. 3. Board members will be responsible for their cellular telephone maintenance, service plan and all charges related to personal use. 4. The District will not reimburse the Board member for any equipment, monthly access or initial costs related to the communication devices activation. 5. Personally owned Smartphone cellular telephones can in some cases be configured to connect to the MIHS network. If it is determined that a personally owned cellular telephone can be configured to communicate securely with the MIHS network, the MIHS Information Technology department will provide configuration information for the privately owned cellular telephone. However, MIHS does not support any non-mihs owned devices. Reconfiguration of the privately owned device is not a requirement. 6. Blackberry handsets and any other devices that connect to the MIHS network are subject to all provisions of the MIHS Network Usage Policy S. 7. Use of cellular telephones within the confines of MIHS facilities may be restricted and/or controlled by other MIHS policies. Policy #99103 G Board Policy: Governance/ Cellular Telephones, Service and Reimbursement Page 1 of 2 Date: 02/11 Supersedes: 01/09

90 8. Use of a cellular telephone camera can be in violation of HIPPA regulatory law if an image contains Protected Health Information. 9. There is no reasonable expectation of privacy in the use of MIHS-owned devices or other privately owned devices connecting to the MIHS network. 10. Personal cellular phone records, which include District related business calls submitted for reimbursement, may be subject to Arizona Public Records Laws. Procedure: 1. A Board member can purchase a Blackberry or Smartphone from any service provider along with a service plan. 2. You do not need to provide a copy of your monthly phone invoice to MIHS. 3. Cellular stipends will be charged against the Board Office cost center. 4. On an annual basis, Board members will need to complete a Payment Authorization Form, selecting the option to receive a monthly cellular stipend. Stipends will be paid at the end of each month. Policy #99103 G Board Policy: Governance/ Cellular Telephones, Service and Reimbursement Page 2 of 2 Date: 02/11 Supersedes: 01/09

91 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 08/07 Reviewed Dates: Revision Dates: 01/09, 03/11 Policy #: G Policy Title: Board Policy Conduct Addressing the Board at a Scheduled Meeting Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Purpose: The Board of Directors invites the public to comment on the District s business in general, or on any agenda item in specific. During every meeting open to the public, the Board of Directors makes a Call to Public. This is the time when members of the public may address the Board of Directors. Policy: 1. Only persons recognized by the Board Chair shall be permitted to address the Board of Directors. 2. All remarks shall be addressed to the Board as a body and not to any individual Director, 3. Pursuant to A.R.S (H), the Board of Directors may not discuss items that are not specifically identified on the agenda. Therefore, any action taken as a result of public comment will be limited to directing staff to study the matter, scheduling the matter for further consideration and decision at a later time or add the item to a future agenda. 4. Board members may respond to criticism. 5. Rudeness, vulgarity or remarks disrespecting the personal dignity of any individual will not be permitted. 6. No person in the audience shall engage in disorderly conduct such as handclapping, stamping of feet, whistling, using profane language, shouting or other similar demonstrations which may disturb the Board meeting. 7. All members of the public shall, at the request of the Chair, remain silent during a Board meeting. If, after receiving a warning from the Chair, a person persists in disturbing the meeting, the Chair may order that person to leave the meeting. If the person does not remove himself or herself, the Chair may order security to remove the person. Policy #99300 G Board Policy: Conduct/Addressing the Board at a Scheduled Meeting Page 1 of 2 Date: 03/11 Supersedes: 01/09

92 Procedure: Any individual or group desiring to address the Board at a scheduled meeting shall comply with the following procedure: 1. The individual or group must submit a signed Call to the Public form with the Clerk of the Board at or before the Board makes a Call to Public at the meeting. Any written materials for the Board must be included with the form. The completed form must include: a. The name of the individual or representative of the group b. The address of the individual or group c. Describe, with specificity, the matter to be address on the agenda. If the matter is on the Board s current agenda, include the agenda item number and description. 2. Individual presentations shall be limited to three (3) minutes. 3. Interested parties or their representatives may address the Board by written communications. Written communications shall be delivered to the Clerk or his or her designee. 4. The Board will make reasonable attempts to hear any differing viewpoints. 5. No speaker will be permitted to relinquish her/his time to another person. Policy #99300 G Board Policy: Conduct/Addressing the Board at a Scheduled Meeting Page 2 of 2 Date: 03/11 Supersedes: 01/09

93 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/07 Reviewed Dates: 02/10, 02/11 Revision Dates: 01/09 Policy #: G Policy Title: Board Policy Conduct Non- Retaliation Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: The Board of Directors is committed to ensuring that the District and MIHS will not condone or tolerate retaliation against individuals who report an issue or concern. To that end, the Board adopts the MIHS Administrative Policy and Procedure relating to Non-Retaliation, dated 01/10 as amended from time to time. Reference: MIHS policy # S Policy #99302 G Board Policy: Conduct/Non-Retaliation Page 1 of 1 Date: 02/11 Supersedes: 02/10

94 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/07 Reviewed Dates: 02/10, 02/11 Revision Dates: 01/09 Policy #: G Policy Title: Board Policy Conduct Political Contributions Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: It is the policy of the Board of Directors that District resources cannot be used for contributions to a political party, committee, organization or candidate. Policy #99303 G Board Policy: Conduct/Political Contributions Page 1 of 1 Date: 02/11 Supersedes: 02/10

95 Maricopa Integrated Health System: District Governance - Board Policy Statement Effective Date: 10/07 Reviewed Dates: 01/09, 02/11 Revision Dates: 02/10 Policy #: G Policy Title: Board Policy Accreditation Accrediting Bodies Scope: [X] District Governance(G) [ ] System-Wide(S) [ ] Multi-divisions(MD) [ ] Division(D) [ ] Multi-departments(MT) [ ] Department(T) Signature: [Elbert Bicknell, Chair - Board of Directors, Maricopa County Special Health Care District] [Date] Policy: As of July 15, 2008, the Medicare Improvements for Patients and Providers Act of 2008 became law requiring all accrediting bodies, including Det Norske Veritas (DNV) and The Joint Commission (TJC), to apply to Centers for Medicare & Medicaid Services (CMS) for hospital deeming authority. Having deeming authority means that DNV or TJC can officially determine which facilities meet Medicare and Medicaid certification requirements. In keeping with the Maricopa Integrated Health System s mission to provide quality health care, the Board of Directors is committed to maintaining accreditation through an authorized CMS deemed accreditation body. The Board of Directors will commit the resources necessary to fulfill all standards set forth and required by the accredited regulatory body. Policy #99400 G Board Policy: Accreditation/Joint Commission Page 1 of 1 Date: 02/11 Supersedes: 02/10

96 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 2.

97 Credentialing & Privileging David B. Wisinger, M.D. Chief of Staff Patricia A. Graham, M.D. Credentials Committee Chair

98 Why? Practitioner competency is important for quality care and patient safety. Quality Clinicians = Quality Care 2

99 Why? Required by regulatory bodies such as: Federal Government - Centers for Medicare & Medicaid Services (CMS) Conditions of Participation State Government - Arizona Department of Health Services (ADHS) Accrediting Agencies - Det Norske Veritas (DNV) 3

100 What is Credentialing? A systematic collection, verification, and assessment of documents that demonstrate an applicant s education, training and experience. 4

101 What is Privileging? Determining the procedures that each medical staff, or allied health professional staff can perform and medical conditions that he or she may treat Commonly known as delineation of clinical privileges. 5

102 Core Privileges Those procedures that are common to a given specialty. Competency in these procedures is required to successfully complete residency and/or fellowship training. 6

103 Non-Core Privileges Reflect advanced training or experience beyond residency or fellowship training; Reflect new advancements in technology; and Reflect procedures that occasionally cross specialty lines. 7

104 Cross Specialty Privileges Privileges that cross specialties need to establish comparable criteria for granting such privileges. Patients must receive the same high quality standard of care regardless of the discipline or practitioner delivering that care. 8

105 Who? Medical Staff Physicians - DO / MD Dentists - DDS/DMD Podiatrists - DPM 9

106 Who? Allied Health Professionals Independent Practitioners: Certified Registered Nurse Anesthetist Naturopathic Physician Nurse Practitioner Certified Nurse Midwife Optometrist Psychologist Dependent Practitioners: Physician Assistant Perfusionist 10

107 How? District Board approved application form elicits information regarding education, training, and experience. Burden is on the applicant to prove that he/she should be granted membership and privileges. 11

108 Appointment Process Phase One Phase Two Clinical Department Chair Medical Staff Office Phase Three Medical Staff (Department Chair, Credentials Committee, and Medical Executive Committee) Phase Four Board of Directors 12

109 Effect of Denial/Reduction in Privileges Shall result in filing a report to the National Practitioner Data Base and Professional Licensing Authority; Shall provide due process to the affected practitioner; and Shall result in a formal investigation by the licensing authority. 13

110 Credentials Committee Review CATEGORY 1 No significant medical liability ( malpractice ) issues; and The absence of any case, issue, trend or settlement deemed to be significant by the Credentials Committee as defined in Category 2. 14

111 Credentials Committee Review (Cont d) Category 2 Significant malpractice settlements: Non-Invasive Specialty > $100,000, or > 2 settlements of any amount; Invasive specialty. > $350,000, or 3 settlements of any amount within the past five (5) years; 15

112 Credentials Committee Review (Cont d) Category 2 (Cont d) Any case, issue, trend, or settlement that is deemed significant by the Credentials Committee; and Other issues that may raise questions regarding competency and/or behavior. 16

113 Category 2 Triggers Further Evaluation Additional information is obtained, and/or an interview is requested to: Clarify questions that arise specific to that which triggered concern; Avoid potential allegation regarding negligent credentialing; and Provide an opportunity to convey medical staff expectations. 17

114 Category 2 Triggers Further Evaluation cont d Credential file remains open until all concerns are adequately addressed; and Credential file is deemed incomplete and credentialing efforts discontinued when concerns are not satisfactorily addressed. 18

115 Phase Four Board of Directors The Board of Directors may: Appoint the applicant and grant clinical privileges as recommended; Refer the matter back to the Credentials Committee, Medical Executive Committee, or another source for additional information; or Reject or modify the recommendation 19

116 Phase Four Board of Directors If the Board determines to reject a favorable recommendation, it should first discuss the matter with the Chair of the Credentials Committee and the Chief of Staff. No final adverse action occurs until the applicant has exhausted or waived appeal rights outlined in the Medical Staff Credentials Policy. 20

117 Appointment Cycle Initial Appointments and Reappointments are granted for two years, unless a shorter period is recommended. A focused review of newly granted privileges is conducted to assess competency. 21

118 Focused Professional Practice Evaluation (FPPE) To confirm competency, all initially-granted clinical privileges are subject to FPPE. FPPE consists of a concurrent, retrospective, or otherwise specified review of a crosssection of the privileges granted. The FPPE process may also be conducted whenever concerns are raised about clinical practice or professional conduct. 22

119 Quality Data Continuous review of professional performance is conducted through the collection of quality data, rather than an episodic evaluation. Quality data systematically measure and evaluate the professional performance of practitioners with privileges; and Negative trends identified trigger a FPPE. 23

120 MIHS Credentialing Program The Medical Staff personally fund nationally recognized training for members of the Credentials Committee, Medical Staff Officers, and others involved in the process. MIHS Credentialing Committee, in conjunction with Medical Staff Services, participates in process improvement and continuously implements enhancements to assure the highest levels of oversight. 24

121 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 3. Additional Information Presented at Meeting

122

123 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 3.

124 MIHS Programs & Services Bill Vanaskie Executive Vice President Chief Operating Officer

125 MIHS An integrated Health system with inpatient and outpatient services and facilities and a health plan MIHS is licensed for 588 beds including 190 psychiatric beds in 3 separate facilities: Maricopa Medical Center (MMC) Desert Vista Psychiatric Hospital in Mesa Psych Annex located adjacent to MMC in the 2619 Building 2

126 MMC is: a tertiary level acute care hospital an academic medical center an adult and pediatric Level 1 trauma center and burn center 3

127 Key services available at the hospital include: Emergency Services (adult and pediatric): Over 65,000 patient visits annually Surgical Services: 10 operating suites available with approximately 8,000 cases completed annually Burn Services: The Arizona Burn Center is the second largest burn center in the United States with over 800 admissions annually Pediatric Services with the breadth and depth of services meriting a designation as the Arizona Children's Center (AzCC), a pediatric hospital within a hospital, by Children's Hospital Association (formerly NACHRI) 4

128 Key Services (continued) Women's and children's services that deliver approximately 2,500 babies annually Psychiatric Services: The largest provider of inpatient psychiatric care available within the state. Admissions each year exceed 3,500 patients A full range of hospital-based outpatient ancillary services including radiology, laboratory, endoscopic and comprehensive cardiac services 5

129 Other services available in the system: Specialty services that provide a variety of specialty clinics and care in the Comprehensive Healthcare Clinic (CHC), located on the main campus 47 different specialty clinics monthly 145,000 visits annually Ambulatory services oversees the operations of 11 Family Health Centers (FHCs) throughout the county FQHC designated and PCMH certified 180,000 visits annually HIV Clinic 8 integrated health home clinics co-located with behavioral health providers (PNOs) 6

130 Maricopa Health Centers Governing Council Maricopa County Special Health Care District Board of Directors Maricopa Integrated Health System Maricopa Health Centers Governing Council Maricopa Health Plan Behavioral Health Service Acute Ambulatory Service FHCs Peds OB/GYN Inernal Medicine 7th Ave Walk-in Clinic Avondale Chandler El Mirage Glendale Guadalupe Maryvale McDowell Mesa 7th Avenue South Central Sunnyslope 7

131 Other services... continued: Dental Services with clinics located within 6 of the FHCs and the CHC. These clinics see approximately 24,000 visits annually. Complete Comfort Care, a home-based program, provides non-skilled services in the home with over 600,000 hours of care provided annually. 8

132 Health Plan: Maricopa Health Plan AHCCCS 1 of 6 plans in Maricopa County 100% owned by MIHS Approximately 50,000 members AHCCCS RFP ADHS RFP - Maricopa County RBHA 9

133 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 4.

134 QUALITY MANAGEMENT In the Pursuit of Excellence Dan Hobohm, MD, VP Quality Jean Morris, Director Quality & Care Management

135 What is Quality? Quality at MIHS is the delivery of care, which is patient-centered, safe, effective, timely, efficient and equitable. We achieve quality through the application of practices based on scientific evidence, published research, best-demonstrated practice, and performance standards.every Person, Every Time. Applying this criterion to all quality improvement plans gives MIHS a clear and consistent quality framework. 2

136 Quality Plan Special Health Care District Board The District Board has overall responsibility for the establishment, maintenance and support of the Quality Plan. The District Board reviews, recommends and approves the performance/ process improvement initiatives. The District Board receives and reviews quality indicators on a regular basis and ensures that the annual evaluation of the Quality Plan is approved by the Quality Management Council and the Medical Executive Committee of the medical staff. 3

137 Quality Committee Structure 4

138 Committee Structure Objectives: System-wide Approach Desired Patient Outcomes Identify Opportunities Provide Oversight to Taskforce Activities Establish Priorities Coordinate Process Improvement Activities 5

139 Quality Encompasses Performance/ Process Improvement Patient Safety Infection Control Clinical Documentation Improvement Peer Review 6

140 Performance Improvement Processes and outcomes which may include variations from evidenced-based research or national/ local benchmarks. Comprehensive performance indicators - this may include indicators and screens for function and services. These can be departmental, interdepartmental, medical staff related, or system-wide. High risk/ high volume, and problem-prone activities. Significant Risk Events (Occurrence Reports) /Sentinel Events/ Near misses/ Patient complaints and grievances. Issues related to patient/customer satisfaction data. 7

141 Quality Indicators Patient Safety Falls with injuries Medication Errors with Adverse Events Pressure Ulcers NPOA, Stage III and IV Restraint Episodes Inpatient & Psych Outcome of Care Measures Clinical Outcomes Mortality Readmissions Process of Care Measures (Core Measures) Acute Myocardial Infarction Heart Failure Pneumonia Surgical Care Improvement Program (SCIP) 8

142 Core Measures Center for Medicare & Medicaid (CMS) has identified indicators to measure quality of care called Core Measures. There are currently 2 types of Core Measures known as Legacy and Global: Legacy Core Measures: Acute Myocardial Infarction (AMI), Heart Failure (HF), Pneumonia (PN) and Surgical Care Improvement Project (SCIP). Global Measures: ED Through-put, Hospital Outpatient long-bone pain management, Pneumococcal and influenza immunization. 9

143 National Quality Reporting Programs Value-Based Purchasing Selected core measures and patient satisfaction scores. Readmission Reduction Transitions of Care Hospital Acquired Conditions (HAC) Payment Adjustment NHSN Infection Reporting for central line associated blood stream infections (CLABSI) and catheter associated urinary track infections (CAUTI) 10

144 GRADUATE MEDICAL EDUCATION ANNUAL REPORT Presented to Medical Staff in October 2012 and the District Board in November 2012 The Maricopa Integrated Health System (MIHS) Department of Academic Affairs is responsible for the function and continued accreditation of all professional and interdisciplinary education training programs in the institution. This domain includes the individual training mandates for residents, medical students, nursing and advanced nursing, dentistry, podiatry and all of the allied health sciences such as pharmacy, physician assistants and technicians, as well as accredited continuing medical education programming for physicians. 1 GRADUATE MEDICAL EDUCATION AT MARICOPA INTEGRATED HEALTH SYSTEM JULY 1, 2011 TO JUNE SCOPE OF GRADUATE MEDICAL EDUCATION Between July 1, 2011 and June 30, 2012, there were four different types of residents allopathic physician, podiatry, pharmacy and dental at MIHS. To provide mandated oversight of the residency training programs, Graduate Medical Education, as a function of the Department of Academic Affairs, must insure compliance with the regulations and requirements of the Accreditation Council for Graduate Medical Education (ACGME), the Council on Podiatric Medical Education (CPME), the Accreditation Council for Pharmacy Education (ACPE), and the Commission on Dental Accreditation (CODA). In 2012, the ACGME announced the New Accreditation System (NAS), a new process with major changes to the accreditation process for allopathic residency programs. The ACGME has already begun implementation of this system and expects to complete the transition in The major change in the system reflects a new focus on Institutional support of GME programs. Institutions will be subject to the Clinical Learning Environment Review (CLER), a more frequent review designed to verify and document on-going program performance at the required levels of resident training, supervision and evaluation. These CLER visits were initially scheduled to begin by July 2013 and conducted every 18 months, with a complete site review scheduled every 6 years. Along with the change in focus, accreditation cycles for individual programs will lengthen from a 1 to 5- year cycle to a 10-year cycle. The individual programs will be required to submit relevant information to the Institution s Graduate Medical Education Committee (GMEC) and the appropriate ACGME Residency Review Committee (RRC) to assure continued compliance and level of performance to remain within accreditation standards. RESIDENCY PROGRAMS ACCREDITATION STATUS OF MIHS RESIDENCY PROGRAMS During the training year, the ACGME conducted reviews of the Radiology Residency and the Institution. Radiology was awarded 5 years with only 2 citations. ACGME Institutional Review Committee is scheduled to meet in October, at which time the MIHS Institutional Site Review decision will be announced. The site review for the Child Psychiatry Program took place in July 2012 and a decision on the accreditation of this program is due also in October. In addition, the site reviews for both the Psychiatry and Surgery Programs have been scheduled for November and December, respectively. See the table below for current accreditation status for MIHS residency programs.

145 Program Accreditation Next Site Review Child Psychiatry* 5 years 2012 Emergency Medicine 5 years NAS in 2017 Internal Medicine 6 years NAS in 2019 OB/GYN 5 years 2013 Pediatrics** 5 years 2013 Psychiatry 5 years 2012^ Radiology 5 years NAS in 2022 Surgery 3 years 2012^ Surgical Critical Care 4 years 2015 Institutional* 4 years 2012 * Waiting on decision from IRC or RRC ** Pediatrics Program sponsored by Phoenix Children s Hospital and fully integrated with MIHS ^ Site Visit already scheduled for 2012 Also, in April of 2012 our Podiatry training program was approved as a Podiatric Medicine and Surgery Residency with added credentialing in Reconstructive Rearfoot/Ankle Surgery. The Podiatry program was last reviewed in 2011 and received 5 years continued accreditation. The Pharmacy and Dental residencies are actually sponsored by other entities, Midwestern University and Lutheran Medical Center respectively, but their residents receive their training here at MIHS. Midwestern University and Lutheran Medical Center oversee and assure compliance with accreditation regulations. UNIQUE PROGRAM The MIHS Department of Obstetrics/Gynecology recently inaugurated a formal re-entry program for board-certified and licensed OB/GYN physicians who want to re-enter active practice and the workforce. This program has received national attention and early outcomes have been published in a peer review journal. CURRENT PROGRAMS In , MIHS employed 231 residents (including the Podiatry program). In addition, integrated residency programs provided an additional 96 residents who spent much of their training time as participants in MIHS allopathic training programs. The OB/GYN residency program is integrated with St. Joseph s Hospital, and the integrated Phoenix Children s Hospital/Maricopa Medical Center Pediatrics training program includes residents from the Med/Peds program at Banner Good Samaritan. Residents from the Pharmacy and Dental programs bring the total number of MIHS trained residents to 330. Department Number of Residents Employed by MIHS SJH PCH BGS MWU LMC Total Child Psychiatry 6 6 Dental 1 1 Emergency Medicine Internal Medicine OB/GYN Pediatrics Pharmacy 2 2 Podiatry 4 4 Psychiatry Radiology Surgery Surgical Critical Care 2 2 Totals

146 ROTATING RESIDENTS In addition to the residents in the list above, from July 1, 2011 through June 30, 2012,160 individual residents representing 15 base organizations completed 198 training rotations at MIHS. See table below for details. Residency Program # of Individual # of Residents Rotations Alta Dermatology 2 2 Associated Retina 1 1 Banner Good Samaritan Medical Center* Henry Ford Hospital 1 1 Lutheran Medical Center Dental Residency 5 5 Mayo Clinic Rochester Mayo Clinic Scottsdale Phoenix Baptist Hospital Phoenix Children s Hospital** 5 5 Scottsdale Memorial Hospital St. Joseph s Hospital*** 9 9 University of Colorado 1 1 University Medical Center 8 8 Washington University, St. Louis Wills Eye Hospital 8 8 GRADUATE MEDICAL EDUCATION COMMITTEE (GMEC) The ACGME requires that a committee, comprised of hospital administrators, Program Directors, residents and the Designated Institutional Official (DIO), shall oversee all of the ACGME residency programs. At MIHS this function is served by the Graduate Medical Education Committee (GMEC), a subcommittee of the Medical Executive Committee. The GMEC is responsible for the development, implementation and maintenance of all of residency training programs at MIHS and the processes by which they function. GMEC MEMBERS Designated Institutional Official Vice President of Academic Affairs Michael Grossman, MD Program Directors of Residency & Fellowship Programs Three Residents (elected by their peers) MIHS Administrators Child Psychiatry Emergency Medicine Internal Medicine OB/GYN Pediatrics Psychiatry Podiatry Radiology Surgery (General) Surgical Critical Care President of Resident Council. Vice President of Resident Council Vice President of Resident Council President & CEO CMO Shayne Tomisato, MD Eric Katz, MD (Chair) Shannon Skinner, MD Maria Manriquez, MD Salil Pradhan, MD William James, MD Stephen Geller, DPM Gujjarappa Srinivas, MD Kevin Foster, MD Patrick O Neill, MD Dilip Anmangandla, MD (IM) Nicole Berardoni, MD (DR) Gina Shirah, MD (GS) Betsey Bayless Robert Fromm, MD

147 GMEC STRUCTURE AND FUNCTION As noted in previous annual reports, five standing committees form the basic information source for the GMEC. From time to time, ad hoc committees are created to assist in the development of proposals for the GMEC to consider in its deliberations to fulfill the committees responsibilities. These committees develop and review proposals for submission to the GMEC as a body for final review and ultimate adoption or rejection as official doctrine or policy. Program Directors Committee The Program Directors Committee conducts detailed evaluations and reviews in accordance with all aspects of the RRC requirements for each residency. In-depth analysis of issues brought before this committee have allowed successful vetting and adoption of improved training and issues of resident wellbeing to be submitted to the GMEC for approval. As accreditation requirements transition into the New Accreditation Standards (NAS), the Program Directors Committee to a large degree must focus on creating the appropriate curriculum and evaluation processes mandated by the new standards. The major components of these new processes will emphasize the institution s responsibility to guarantee full compliance by each residency program. The main areas of focus are: 1. Patient Safety 2. Quality Improvement 3. Transition of Care 4. Supervision 5. Duty Hours 6. Fatigue Management and Mitigation 7. Professionalism. Resident Leadership Committee Comprised of an elected representative from each of the residency programs, members of this committee meet monthly with Academic Affairs leadership and staff to discuss all aspects of any hospital issues that affect residents, and to discuss openly issues presented to them by their program s residents for possible interventions and GMEC approval. Once every quarter, the committee meeting transforms into an open forum for all residents to meet together for the purpose of formulating proposals to be presented by their elected representatives to the GMEC. Curriculum and Education Committee (C & E) This committee develops and supports the presentation of educational activities designed for resident education and faculty development and improvement. Some curriculum development issues can best be addressed by faculty development activities. Working collaboratively with our Continuing Medical Education (CME) office, the C & E Committee has developed a regularly scheduled series of faculty development programming with CME accreditation. On-going assessment of gaps in physician and resident knowledge, competency, or experience directs committee development of a variety of educational topics addressing faculty needs as teachers, advisors, and clinicians. Developing the curricular requirements for all rotations, including resident promotion and graduation from any given program and the development of appropriate evaluation tools and reporting, also falls within the purview of the C & E Committee. Proposals from this committee may require review by the Program Directors Committee, or may be submitted directly to the GMEC. Minutes from C & E Committee meetings are presented to the GMEC monthly. Internal Review Oversight Committee (IROC) This committee is chartered to schedule and keep official record of the timing for each Internal Review of MIHS residency programs, and to assure the timely presentation of review reports to the GMEC in executive session. During the training year, this committee managed the internal reviews for the Internal Medicine and Surgery programs. The committee also accomplished follow-up evaluation and

148 review of citations from the Emergency Medicine and OB/Gyn internal reviews from the previous year. During the past year, the IROC also reviewed and revised the Internal Review Policy and Procedures. Also during the training year, this committee accepted the task of reviewing all of the Annual Program Evaluation Reports and Action Plans for each program, and developed a dashboard reporting system to assist in this evaluation process. Policy and Procedures Committee (P & P) The GME P & P Committee meets monthly to propose and develop new policies and procedures as required, as well as to review existing policies for appropriate revision. During the training year, the P & P Committee worked on the following policies MT GME Administration Policy 40105MT Resident Supervision Policy 40112MT Resident Disability Policy 40113MT Interruption of Residency Due to a Disaster Policy 40114MT Vendor Interactions with Residents Policy 40302MT Resident Contracts Policy 40307MT Resident Prescriptions Policy 40501MT Resident Duty Hours Policy 40504MT Moonlighting Policy 40602MT Annual GME Program and Faculty Evaluation by Residents Policy 40701MT Resident Discipline and Termination Policy 40802MT Resident File and Record Maintenance Policy 40804MT Submission of Paperwork/Transferring Residents Policy PROGRAM EVALUATION Each program must complete a dashboard reporting system to submit to the GMEC addressing the advances and major changes in their program during the past year. The report also entails a description of any deficits noted on Internal Reviews or recent site visit citations or concerns. It also notes what improvements have been achieved to address these issues, including a statement of the current status of these factors. Every year each program must perform a critical review of its objectives and outcomes and formulate an action plan to address any issues identified by the participants, including resident representatives. Annual reports include a narrative by the program director and an action plan for the program, all of which are vetted by the IROC and presented to the GMEC. The GMEC will determine appropriate follow-up actions, such as updates regarding resolution of recognized issues or new program progress reports. PATIENT SAFETY MIHS has established an organized plan for institution-wide patient safety and quality improvement. Within this framework educational opportunities, as well as performance improvement projects, target development of experiential involvement by the residents throughout the system. Residents are able to report safety issues, adverse drug reactions, and other quality matters they identify throughout the hospital EMR system. This anonymous reporting allows review and identification of system issues which may lead to errors. Residents also participate as members of various standing committees through which they have opportunities to work with interdisciplinary teams on patient safety issues. Residents have participated meaningfully in patient discharge planning including medication reconciliation. RESIDENT SCHOLARY ACTIVITY MIHS, as a major sponsor of graduate medical education, supports research for our trainees. Grants are available through several identified sources to assist residents in the provision of research grant funding to off-set the costs involved in some projects. Research grants are competitive and many lead to presentations and publications at the local or national level.

149 MIHS residents participate yearly in a city-wide, peer-reviewed competition of research and scholarly activity. This past year, the Fifteenth Annual Academic Excellence Day event was held on May 2, 2012 in the Virginia G. Piper Auditorium at the University of Arizona - College of Medicine in Phoenix. Along with the 37 residents from MIHS programs, residents and fellows from Banner Good Samaritan, Phoenix Baptist Hospital, Phoenix Children s Hospital, Scottsdale Healthcare, and the VA Medical Center participated in the event. Residents from MIHS programs took home nine of the ten available resident-related awards. Place Presentation Type Resident Department Hospital 1 st Poster Clinical MMC/SJH OB/GYN Teresa Orth, MD OB/GYN Research Residency Program 2 nd Poster Clinical Maricopa Medical Steven Leeds, MD Surgery Research Center 3 rd Poster Clinical MMC/SJH OB/GYN Kristy Putnam, MD OB/GYN Research Residency Program 1 st Poster Case Study Meghan Whitehouse, PCH/MMC Pediatric Pediatrics MD Residency Program 2 nd Poster Case Study Kelle Shutter, MD Pediatrics PCH/MMC Pediatric Residency Program 1 st Oral Clinical Banner Good Kylie Galfione, MD OB/GYN Research Samaritan 2 nd Oral Clinical Maricopa Medical Gina Shirah, MD Surgery Research Center 3 rd Oral Clinical Maricopa Medical Nicole Berardoni, MD Radiology Research Center 1st Oral Case Study Reena Patel, MD Internal Maricopa Medical Medicine Center 2 nd Oral Case Study Ali Wait, MD Surgery Maricopa Medical Center In addition Jason Roosa, MD, EMT Fellow at Maricopa Medical Center placed first in the Clinical Research Poster Presentation by a Fellow. RESIDENTS RESIDENT SUPERVISION Our attending physician faculty is ultimately responsible for the continuum of clinical supervision for all of our residents. Supervision of residents inherently includes recognition of the demonstrated competence of any given resident in comparison to the expected performance as defined by the level and experience of training. The evaluative process has always been conducted in concert with ACGME and ABMS general competencies; now these competencies will be embedded in specific multi-factorial MILESTONES currently being developed by each training specialty and it is expected that they will then be formally adopted as program requirements by the RRCs and the ACGME. Established by the assigned attending physician, the level of supervision required for any given resident assigned to any given case is driven by the above factors and inherently includes the necessity of allowing increased autonomy to residents as they demonstrate appropriate advances in their knowledge, skills, and behavior. The program director must attest to the fact that each graduating resident is an eligible candidate for board certification examinations, and, further, has demonstrated the ability to practice the specialty in question without the need of any further supervision. For every graduate, the program must document external validation that the physician exhibits the level of professional ability expected of any board

150 certified physician. RESIDENT RESPONSIBILITIES Residents must participate fully in all formal didactic activity and attend assigned conferences and other learning activities, as well as be fully involved in all clinical assignments. There is an inherent tension in clinical education between the purely educational aspects of patient care and the necessary service component. The education would be incomplete without both, but the majority of activity must have an educational focus. The GMEC is responsible for assuring that the educational aspects are emphasized at all times. The resident must perform all expected duties in a professional, respectful manner, and demonstrate the appropriate behaviors, attitudes and skills in each of the six general competencies. The GMEC has reviewed and approved revisions to the Resident Job Description and the Resident Discipline and Termination policy. Under new ACGME requirements, it is anticipated that the concept of professional behavior will also include the personal responsibility of the resident to present him/herself in a timely fashion, fully fit for the duties and responsibilities of the day. This expected behavior includes self-discipline in duty hours, as well as extracurricular activity that could have an impact on fatigue. Programs will provide for ethical and personal development and wellness programs and exercises to benefit each resident s professional and personal development. RESIDENT EVALUATIONS For the past decade, resident evaluations have been based on the general competencies. As we finalize the new Milestones for each specialty, new evaluation tools are being developed to more accurately assess behaviors and the mastery of the competencies as denoted by clinical performance and direct testing of knowledge. The ability for critical thinking and accessing and subsequently assessing the best literature for clinical decision making assistance is intrinsic to the process. Faculty development activities are designed to assist faculty in mastering these new evaluation tools. RESIDENT DUTY HOURS It is imperative that each program fully comply with the new duty hour requirements. MIHS has adopted the New Innovations residency management software to enable residents to enter their own duty hours electronically, which can be monitored by the program director or an assigned surrogate. Real time online assessment allows communication between the assessor and the resident for any needed clarification. The GME office reviews all duty hours reports and presents the data each month to the GMEC for review, comment, and approval. Identified violations must be corrected, with GMEC follow-up discussion. RESIDENT COMMUNICATION WITH MIHS ADMINISTRATION In addition to resident representation on the GMEC, residents at MIHS are able to communicate freely with the Designated Institutional Official (DIO) and hospital administration through Resident Leadership Committee Meetings. In addition, a system was developed this year to allow residents to communicate issues to the GMEC anonymously by accessing a survey on the MIHS intranet system (CopaNet). Issues ranging from inoperable phones in the call rooms to the anonymity of resident-to-resident evaluations have been received and vetted. The participation and activity of the Resident Leadership Commute has evolved and is now held on a quarterly basis as an open forum for all residents to meet together for inter-specialty communication. This meeting usually results in specific areas of interest that resident leaders, as voting members of the GMEC, can then present to that committee. Concerns may also bring to the Academic Affairs office.

151 UNDERGRADUATE MEDICAL EDUCATION AT MARICOPA INTEGRATED HEALTH SYSTEM JULY 1, 2011 TO JUNE Undergraduate Medical Education Annual Report Presented to Medical Staff in October 2012 and the District Board in November 2012 Medical education is a major component of the mission of Maricopa Integrated Health System (MIHS). This institution has been and remains a major source of medical and allied health education in the state. MIHS is a hub for all teaching institutions in Maricopa County as well as all of Arizona providing teaching and educational experience for undergraduate as well as graduate education programs. MIHS continues to be the primary teaching site for the University of Arizona-College of Medicine in Phoenix. Class size is growing at this campus and now is at 80 students per year which started in the class of MIHS continues to support its educational mission with the three Osteopathic institutions in the Phoenix area: the Arizona College of Osteopathic Medicine (AZCOM), the School of Osteopathic Medicine in Arizona (SOMA), and Kirksville College of Osteopathic Medicine (KCOM). We also educate select offshore medical school students who are U.S. citizens. In addition, MIHS continues to attract medical students from various other U.S. medical schools, who wish to seek residency positions in our programs. MEDICAL STUDENTS From July 1, 2011 through June 30, individual students completed 742 rotations through MIHS clinical departments. Students rotated from 16 Allopathic, 12 Osteopathic, 10 foreign/off-shore medical universities, five colleges of podiatric medicine, two nurse practitioner programs, three physician assistant programs, one nurse anesthetist program, one dental school, and one college of naturopathic medicine. School of Medicine # of Individual Students # of Rotations Dental Schools Total Students 9 9 AZ School of Dentistry & Oral Health 9 9 Medical Schools, Allopathic Total Students Chicago Medical College at Rosalind Franklin University 1 1 Creighton University School of Medicine 1 1 Mayo Medical School 8 9 Temple University School of Medicine 1 1 University of Arizona College of Medicine - Phoenix University of Arizona College of Medicine - Tucson University of California School of Medicine San Diego 1 1 University of California School of Medicine Las Angeles 1 1 University of Cincinnati School of Medicine 1 1 University of Florida College of Medicine 1 1 University of Illinois College of Medicine 1 1 University of Iowa School of Medicine 1 1 University of Kansas Medicine School 1 2 University of Missouri - Columbia School of Medicine 2 3 University of Missouri Kansas City School of Medicine 1 1 Washington University School of Medicine 1 1 Medical Schools, Osteopathic Total Students Arizona College of Osteopathic Medicine Kansas City University of Medicine and Bioscience 2 2 Kirksville College of Osteopathic Medicine Lincoln Memorial University-Debusk College of Osteopathic Medicine 1 1

152 School of Medicine # of Individual Students # of Rotations Michigan State University College of Osteopathic Medicine 1 1 Pacific Northwest University of Health Sciences 2 3 Philadelphia College of Osteopathic Medicine 1 1 Rocky Vista University College of Osteopathic Medicine 1 2 School of Osteopathic Medicine of Arizona Texas College of Osteopathic Medicine 2 2 Touro University College of Osteopathic Medicine 1 1 Western University/College of Osteopathic Medicine of the Pacific 1 1 Medical Schools, Foreign/Off Shore Total Students Akad Med - Poznan 2 3 American University of Antigua 3 3 American University of the Caribbean 4 5 Aureus University School of Medicine 1 2 Christian-Alberts University 1 2 Medical University of the Americas 5 8 Ross University School of Medicine Saba University 6 8 St. Matthew s University School of Medicine 4 4 University Sint Eustatius 7 8 Naturopathic Medical Schools Total Students 3 3 Southwest College of Naturopathic Medicine 3 3 Nurse Anesthetists Schools Total Students Midwestern University CRNA Program Nurse Practitioner Programs Total Students 3 5 Arizona State University NP Program 2 4 University of Phoenix NP Program 1 1 Physician Assistants Programs Total Students Des Moines University PA Program 1 3 Kettering College PA Program 1 1 Midwestern University - PA Program Podiatric Medical Schools Total Students Des Moines University Podiatry Program 2 2 Midwestern University School of Podiatric Medicine 6 20 Ohio College of Podiatric Medicine 1 1 Scholl College of Podiatric Medicine 2 2 Temple University School of Podiatric Medicine 2 2 OTHER STUDENTS Also during the training year, 1636 individual nursing and allied health students completed training at MIHS. Between January and June of 2012, rotations in some of the programs were halted due to the implementation of our electronic medical record. These programs are identified in the table below with italics. Type of student Air Ambulance Central Sterile Technician - 3 Clinical Laboratory 3 0 Dental Assistant* 3 0

153 Type of student Dialysis Students 18 7 Dietetic Technician* 2 0 Dietitian 1 1 Echocardiography* 1 0 Doctorate of Behavioral Health - 10 Doctorate of Neuropsychology - 4 Healthcare Technology - 9 Health Unit Coordinator 1 3 Letters and Sciences - 2 Medical Assistant Medical Billing & Coding 1 4 Military Readiness Nuclear Medicine Technician 1 2 Nursing Occupational Therapy 2 1 Paramedic Students Patient Care Technician* 1 0 Pharmacy Technician - 1 Phlebotomy students Public Health - 3 Radiography Technician 10 7 Social Work Students 11 4 Sonography Technician - 1 Spanish Medical Interpreters 7 3 Speech & Language Pathology 1 2 Surgical Technician 2 8 Systems Analyst for Practice Management* 6 0 OBSERVERS AND SHADOWERS A total of 20 foreign medical graduates completed 20 observerships in the department of Internal Medicine. Additionally, 56 individuals shadowed physician and nurses during the training year. Most of these individuals were students from colleges in Arizona, but this group did include students from California, Colorado, Iowa, Massachusetts, New York, Oregon, Pennsylvania, Texas, and Virginia.

154 Maricopa Integrated Health System Department of Academic Affairs Continuing Medical Education Michael Grossman, M.D. Continuing Medical Education Program Annual Report (January 1, 2011 through December 31, 2011) During 2011, the CME Program conducted a year-long self-study of the educational activities sponsored from 2008 through 2011 and of the overall CME Program in preparation for our four-year reaccreditation review by the Accreditation Council for Continuing Medical Education (ACCME). This extensive review assesses our compliance with the ACCME policies, standards, and criteria to meet the revised format of the July 2012 Decision Cohort. A list of all activities sponsored since the 2008 reaccreditation cycle was submitted to the ACCME, from which 15 activities were selected for review to verify compliance with 11 criteria. The Self-Study Report was submitted in December The Self-Study Report presents our description of our CME Program and offers specific evidence of compliance with the Updated Criteria. Since our last reaccreditation in 2008, the CME Program has focused considerable time and resources to respond to new ACCME requirements. The Self-Study Report included: documenting event planning to verify full compliance; monitoring and documenting implementation of those activities; maintaining policies and procedures that enforce compliance; documenting support of a CME mission statement that describes requirements for providing educational activities; annual reviews of the CME Program and all sponsored activities; monitoring and documenting activities to verify compliance; developing guidelines and forms that establish proof of compliance; describing our systems that monitor and control commercial support and provide evidence of compliance; verifying validity of activity content; and continually evaluating and improving processes for activities and for the assessment and improvement of the overall CME Program. The results of the 2012 Reaccreditation Review are expected in July. Governance of the MIHS CME Program: CME Committee and Executive Committee During 2010 and 2011, the CME Committee was restructured to create an Executive Committee with responsibility for ACCME compliance, policy development and review, and granting of CME credit for educational activities. The larger CME Committee includes the Director of Quality Management and other stakeholders in the quality education of physicians, as well as representatives from the MIHS clinical departments currently participating in CME activities. A broad representation from multiple MIHS departments and divisions makes continuing medical education a more effective tool for system-wide performance assessment and improvement. The larger body reviews the operation of the CME Program, presents departmental and system-wide issues for discussion, and considers new educational programming. The Administrative Director of Medical Education participates as a non-voting member of both Committees, as does the CME Manager. Continuing Medical Education Office The CME Office is administered by the CME Manager, who acts as support staff for the Executive Committee and the CMEC, directs planning, review, analysis, and tracking of all events being considered for CME approval at MIHS. As required by the ACCME, the CME Manager reviews needs assessment, evaluation materials, and internal review audits, manages appropriate outcomes analysis of individual events and clinical departmental CME processes, and oversees the daily function of the CME Provider Office. ACCME Annual Report 2011 (January 1, 2011 through December 31, 2011) Type of Activity Number of Hours of Physician Non-Physician Activities Instruction Participants Participants Directly Sponsored Live Courses ** Directly Sponsored Regularly Scheduled Series (RSS) * Jointly Sponsored Live Courses ** Jointly Sponsored Regularly Scheduled Series*** TOTAL * 7 Regularly Scheduled Series (RSS) were granted AMA PRA Category 1 Credit during 2011: Hand Surgery, MIHS Tumor Board, OB/Gyn, Surgery, Surgery M&Ms, Psychiatry, and Pediatrics reaching 901 physicians and 1,436 non-physicians. ** 2 directly sponsored educational events and one jointly sponsored event were granted AMA PRA Category 1 Credit during this time period, reaching a total of 71 physicians and 91 non-physician participants. *** 1 jointly sponsored regularly scheduled series was sponsored: John C. Lincoln Health Network Tumor Board. 1

155 Maricopa County Special Health Care District Board of Directors Special Meeting December 11, 2012 Item 5.

156 Risk Management, Internal Audit, Environmental Safety, Security Services & Compliance John Middleton Chief Compliance Officer

157 COMPLIANCE Organization Chart MCSHCD Board of Directors Betsey Bayless, Chief Executive Officer John Middleton, Chief Compliance Officer Executive Assistant Rocky Armfield, Director, Risk Management Ken Bourdo, Director, Environment of Care Eric Royal, Director, Compliance Mark Pecak, Manager, Security Services Alex Robison, Protiviti, Auditing Services Risk Mgmt. Analysts (2) Workers Compensation & Return to Work Supervisor Property & Liability Claim Supervisor Administrative Assistant Armando Torres, Manager, Revenue Integrity Administrative Assistant Security Services Supervisors (5) IT Auditors (2) Process Auditors (3) Administrative Assistant Patient Advocates (2) Claims Coordinators (2) Coding Compliance Specialists (3) Clinical Auditor (1) Security Officers (55) 2

158 Risk Management Risk Management Patient Advocacy Risk Specialists Claims and Litigation Management Self-Insurance Program 3

159 Risk Management To protect MIHS human, financial and reputation assets against the adverse effects of accidental losses. To effectively manage and remediate claims and losses that may occur. To address patient concerns and issues and thereby improve MIHS-patient relations. To identify, track and mitigate medical and behavior incidents and occurrences. 4

160 Patient Advocacy To provide a mechanism by which Maricopa Integrated Health System patients, or persons on their behalf, can express complaints, resolve disputes, or bring attention to incidents, conditions, practices. 5

161 Claim and Litigation Management To ensure timely and fair adjusting and settlement of all third-party liability claims and MIHS property claims. To ensure injured workers promptly receive professional medical care and are expeditiously returned-to-work. 6

162 Self-Insurance Program To establish a program of purchased commercial insurance and self-insurance to protect MIHS Directors, employees, volunteers, students, property and reputation. To establish a program to mitigate the impact of claims or losses. 7

163 Risk Specialists To investigate adverse occurrences and determine how similar occurrences might be averted. Work in collaboration with other MIHS departments to identify and correct potential hazards and behaviors. 8

164 Corporate Compliance Program that sets standards of conduct and monitors this conduct in various areas of MIHS activities. Reflects MIHS good faith commitment to identify and reduce risk, improve internal controls, and establish standards to which the entire organization shall adhere. Compliance Program standards shall apply to all MIHS board members, officers, administrators, managers, supervisors, employees, medical staff, residents, other health care professionals, medical students, and agents affiliated with MIHS throughout MIHS diverse operations. 9

165 HIPAA Federal and State laws that establishes standards for safeguarding medical records. HIPAA audits are conducted to ensure compliance with HIPAA standards for use, access, and disclosure of protected health information. MIHS HIPAA rules apply to all employees, medical staff, residents, contractors, and volunteers. 10

166 Internal Audit An independent, objective assurance and consulting activity designed to add value and improve operations. Helps ensure that the overall control environment and the effective performance of business processes throughout MIHS are consistent with management s expectations. Assists MIHS to accomplish its business objectives and goals by bringing a systematic, disciplined, and focused approach to evaluate and improve the effectiveness of risk management, control and governance processes. 11

167 Environmental Safety To ensure adequate control of health and safety risks arising from work activities, including accident investigations. To ensure a safe environment by facilitating risk assessments and Job Hazard Analysis system-wide. To provide on-site environmental safety inspections. 12

168 Environmental Safety To facilitate regulatory compliance to the Eight Environment of Care (EOC) Management Plans. To maintain a partnership with Arizona Department of Occupational Safety & Health (ADOSH) to meet compliance to the OSHA VPP Program. To provide in-service training on safety issues to MIHS staff. 13

169 Department of Security Services John Middleton Chief Compliance Officer

170 Mission Statement To provide protective services to the Special Health Care District by maintaining an acceptable level of order, control and safety in an efficient, customer service-oriented manner. 15

171 Department of Security Services Organizational Chart 16