Palomar Pomerado Health BOARD OF DIRECTORS REGULAR BOARD MEETING Pomerado Hospital, Meeting Room E, Poway Monday, March 10, 2008 AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW- CALL TO ORDER 6:30 pm Quorum comprised Directors Bailey, Bassett, OPENING CEREMONY MISSION AND VISION STATEMENTS Greer, Kleiter, Krider, Larson and Rivera. The Pledge of Allegiance was recited in unison. The PPH mission and vision statements are as follows: The mission of Palomar Pomerado Health is to heal, comfort and promote health in the communities we serve. NOTICE OF MEETING PUBLIC COMMENTS The vision of PPH is to be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services. Notice of Meeting was mailed consistent with legal requirements Ms Judie Gahagan Ms Judie Gahagan addressed the Board, noting that she had worked at PPH for thirty years, explaining that over the past years nurses needed more knowledge, education and skills which was an ongoing process. Referencing a nursing skills day and other education, she felt there was nothing in the budget for FY 08, and sincerely hoped there would be sufficient in the FY 09 budget to ensure educational refreshers and updates for nurses as this was essential to the nurses. Ms Gahagan also referred to the need for additional patient coverage including a Ms Gahagan was thanked for her comments. 1
resource nurse, so that nurses may take appropriate lunch-breaks and other breaks which she felt were essential to quality care. APPROVAL OF MINUTES February 11, 2008 APPROVAL OF AGENDA to accept the Consent Items as listed PRESENTATIONS Employee Capital Campaign Kickoff Second Life Virtual tour of PMC West Director Larson inquired what the job description of a resource nurse might be. It was explained that this involved an extra person who could assist where needed including during codes, trauma, CCU admissions, or during night shifts at PMC to provide relief breaks for nurses. During dayshifts such a person was constantly needed, providing back-up for many reasons, including travelers. Cindy Burns, Henry Cooper, Dee Raley and Kaylin Giese, with acknowledgements to Charity Smith, presented an update of the Employee Capital Campaign, noting that the kick-off was a picnic Saturday April 19 with a goal to bring the PPH family together. San Diego Chargers running back LaDainian Tomlinson would join PPH in this celebration. All were invited to take part. Orlando Portale, Chief Technical & Innovation Officer, Information Systems, presented a second life virtual tour of PMC West which portrayed a future walk-through of the new hospital including capabilities of new healthcare equipment/technology, and patient room aspects. MOTION: by Kleiter, 2 nd by Bassett and carried to approve the February 11, 2008 minutes as submitted. MOTION: by Rivera, 2 nd by Bassett and carried to approve the Consent Items as submitted. The Board thanked the presenters for their informative update and appreciated their time and effort in this important campaign. Mr. Portale was thanked for this interesting and informative virtual tour of the new hospital. 2
REPORTS Medical Staff Palomar Medical Center Credentialing John J. Lilley, MD., Chief of PMC Medical Staff, presented PMC s request for approval of Credentialing Recommendations. Following a motion made by Kleiter, 2 nd by Rivera, a question was raised by Chairman Krider regarding the terminology of reinstatement on page 94 II. Maribeth S. Chong, M.D., Internal Medicine. Motion was then withdrawn in anticipation of explanation of this query. Dr. Lilley explained that Dr. Chong had taken a leave of absence following which it was now recommended that she be Reinstated with Advancement to Active Status consistent with the medical staff bylaws. General Counsel noted that it was the terminology of reinstatement that appeared to be of concern to the Board. Following discussion, it was generally agreed that the word Reappointment would be better suited in this instance. Following above explanation, the following was made: MOTION: by Kleiter, 2 nd by Rivera and carried to approve the PMC Medical Staff Executive Committee credentialing recommendations for the PMC Medical Staff, as presented, but with the word Reapppointment substituted for Reinstatement under Item II regarding Maribeth S. Chong, 3
MD. Allied Health Professionals Dept of Orthopedic Surgery & Rehabilitation revised Rules & Regulations John J. Lilley, MD., Chief of PMC Medical Staff, presented PMC s request for approval of Allied Health Professionals John J. Lilley, MD., Chief of PMC Medical Staff, presented PMC s request for approval of the Dept of Orthopedic Surgery and Rehabilitation revised Rules & Regulations. Chairman Krider commented upon modification of the monitoring policy as there may be a decreasing level of monitoring or review ie., a reduction in the review process. Dr. Lilley responded that he felt this would not be so, but rather considered an extension of the review process particularly with regard to other institutions. Following further discussion and clarification, motion was made. Directors Bassett, Greer and Larson abstained to avoid potential conflict of interest. MOTION: by Kleiter, 2 nd by Rivera and carried to approve the PMC Medical Staff Executive Committee Allied Health Professionals recommendations, as presented. MOTION: by Kleiter, 2 nd by Rivera and carried to approve the PMC Department of Orthopedic Surgery & Rehabilitation revised Rules & Regulations, as presented. All in favor. None opposed Director Rivera commented that he would like to see creation of some flexibility in monitoring and undertaking procedures at other institutions, suggesting that this be a request to the MEC. Dr. Engel, PMC Chief of Staff elect, stated that this matter would be moving to core privileging based upon Greeley protocols. Pomerado Hospital Credentialing Benjamin Kanter, MD., Chief of Pomerado Medical Staff, presented Pomerado Hospital s requests for approval of Credentialing Recommendations. MOTION: by Rivera, 2 nd by Kleiter and carried to approve the Pomerado Hospital Medical Staff Executive Committee credentialing 4
recommendations for the Pomerado Medical Staff, as presented. Administrative Chairman - Palomar Pomerado Health Foundation Mr. Al Stehly Mr. Stehly presented the Foundation s monthly update to the Board, relaying that Marsha Bryant, Director of Major Gifts is assisting the Foundation following the resignation of Mr. Dana Dawson. Directors Bassett and Greer abstained to avoid potential conflict of interest. Mr. Stehly was thanked for his PPHFoundation update. Chairman of the Board - Palomar Pomerado Health Resolution No. 03.10.08 (01) 02 Expressing Appreciation to Marcelo R. Rivera, M.D., former Board Chairman Mr. Stehly referred to the upcoming special campaign Gala event and that everyone should make an effort to purchase tables. Many prizes had been donated including US Open tickets; Lunch/Golf with LaDainian Tomlinson at the Maderas Country club; timeshares, etc. He urged everyone to donate or sponsor tables as soon as possible. Bruce G. Krider, MA On behalf of the Board of Directors, Chairman Krider read out a Resolution expressing appreciation to Marcelo R. Rivera, M.D., former PPH Board Chairman for three consecutive years from 2005-2007 inclusive, noting the Board s & PPH s achievements during that period and Dr. Rivera s efforts at Board and Staff levels Election of Michael Covert, PPH CEO as Regent of San Diego & Imperial Counties Chapter of ACHE Chairman Krider, on behalf of the Board, extended congratulations to Mr. Michael H. Covert, FACHE, PPH CEO, as Regent of San Diego & Imperial Counties Chapter of the American College of Healthcare Executives (ACHE). Electronic Board/ Chairman Krider informed that a date was MOTION: by Kleiter, 2 nd by Bassett and carried, to adopt Resolution No. 03.10.08 (01) 02 expressing appreciation to Marcelo R. Rivera, MD., former PPH Board Chairman from 2005-2007 inclusive (3 years). Resolution adopted. 5
AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW- Committee functions update Annual CEO Evaluation March 24, 2008 CHA Governance Forum March 4, 2008 Sacramento - proposed government budgetary cuts being scheduled for Board laptop computer education with I/T, and he was also willing to provide assistance. (Since scheduled for April 22). The annual CEO evaluation meeting by the Board took place March 24, 2008 Vice Chairman Rivera relayed information on the proposed budget cuts that included healthcare, social services, as well as education. The proposal was an unacceptable situation, including potential loss of federal funding. In addition, we were attempting to obtain approval for acuity adaptable rooms and CHA was assisting us in this regard. CHA Health Policy Legislative Day March 5, 2008, Sacramento CHA Health Policy Legislative Day occurred March 5 in Sacramento with PPH representation. CEO at ACHE Congress It was noted that at this time the CEO was President and CEO Acuity Adaptable Discussion with DHS attending the ACHE Congress March 10. Lorie Shoemaker, RN, Chief Nurse Executive, for Michael H. Covert, FACHE Lorie Shoemaker, RN, Chief Nurse Executive, on behalf of Michael Covert, CEO reported upon discussions with the DHS regarding our request for acuity adaptable rooms and for review of the proposal by the Deputy Director of the State Department of Health in Sacramento for a proposed pilot for this concept, having been initially denied by San Diego County with need for proposal at the more corporate level. Further discussions had ensued, with a letter currently being drafted by PPH to forward to the State with regard to this proposal. It was also noted that depending upon the outcome, there may eventually be need to amend Title 22. HIMSS/Cisco Conference February 25 A HIMSS/Cisco meeting took place in Florida February 25 at which the CEO and CIO were present, during which presentations were made by PPH that included positive media coverage. JCAHO PPH was awaiting the arrival of a JCAHO 6
AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW- survey team as the periodic timing for this was now due. We had requested black-out dates for the last two weeks in March, so this could occur later that week, or early April. California Best Place to Work BIM (Building Information Management Program) Presentation Ms Shoemaker informed that PPH had recently won several prestigious awards, including an award for California Best Place to Work. Other companies with whom PPH ranked and who were also selected were Cox Communications, Sun MicroSystems and Amylin Pharmaceuticals. Michael Shanahan, Director Facilities Planning and Design introduced Steve Shirley and Ian O Dougherty of University Mechanical who provided a virtual tour of PMC West that were shop drawings in a virtual environment without walls including review of all infrastructure piping, ducts, hvac, mechanical, cooling systems, etc within the new hospital before it was built. INFORMATION ITEMS Facilities and Grounds Strategic Planning Community Relations Audit and Compliance Finance COMMITTEE REPORTS Other Board Committee Chairs Comments Following Board questions, Mr. Shirley responded that most people who are, or will be employed on the hospital site would be local skilled people with a much work in this regard being handled in 2009 and 2010, noting there could probably be 200 people working on the mechanical aspects. Director Kleiter commended University Mechanical as he recalled the company had worked with the district on various projects since 1964. Discussion by exception only None Director Greer, Chair of Audit Committee, relayed that the committee had changed its 7
name to Audit and Compliance Committee to more accurately reflect that Compliance was now reporting to Audit. In addition, she reported that as Chair of Governance Committee, a meeting occurred February 1 and this had already been reported out to the full Board. Director Bassett, Chair of HR Committee, noted that no HR Committee meeting had been held in February. Vice Chairman Rivera, Chair of Quality Review Committee commented that Opal Reinbold and the Committee had been involved with performance indicators. In addition, the smoking cessation at Pomerado appeared to be working well and was a 100% team effort. LOS (length of stay), return within 30 days, and quality outcomes, had been studied and would be applied to the medical staff in June. Dr. Rivera anticipated working with Ms Reinbold in this regard. Director Kleiter, Chair of Finance Committee, noted that financials were reviewed in detail last month, with the aim of bringing these back to budget as they were off target at present, but with current patient load during the last few weeks, this should improve. In addition, prior to the next Finance Committee the CEO, Director Kleiter, and the CFO will meet regarding Bonds. Meanwhile, June 2 could be a Special Joint Board/Finance Committee meeting with regard to the budget. Director Bailey, Chair of Community Relations Committee, commented that Community Relations met in February. The 8
next meeting was scheduled for April 9 with a presentation on the community needs assessment scheduled at that time. BOARD MEMBER COMMENTS/AGENDA ITEMS FOR NEXT MONTH Director Larson, Chair of Strategic Planning Committee, referred to the Integrated Medicine Task Force led by Sheila Brown, Chief Clinical Outreach Officer, emphasizing the need for integration of a healing touch that included music, art, pet and other therapies so as to enhance patients welfare and wellbeing, particularly focusing on our SNFs, and that this task force report back to Strategic Planning Committee with a more detailed, revised business plan for potential approval and budgetary ramifications in the FY 09 budget, implementing integrative medicine as an evidence-based practice adding to value in recovery and wellbeing of patients within our hospitals and SNFs. Chairman Krider noted that the CEO will be providing each Board Member with the latest edition of The Excellent Board. He suggested that each board member review a chapter a month and discuss that chapter, noting how we compare and contrast with others. Director Bassett commented upon a local press article whereby Mr. Jerry Kaufman had spoken well for PPH and against those who appeared negative within the community. Director Larson referred to the four excellent law firms that had been selected for consideration as PPH outside counsel, following receipt and review of RFPs for the upcoming interview process. CEO to follow up with distribution of the book, The Excellent Board to all Board Members However, he requested education on the new organizational structure with regard to PPH s new in-house legal counsel, and our plans for Request by Director Larson for education on new organizational 9
outside legal counsel including what we intended to achieve and the skill sets required. Chairman Krider responded that one of the main reasons was financial, resulting in PPH having in-house counsel, with subsequent appropriate evaluation of the structure of the Legal Department, and consideration of outside legal counsel aspects. legal structure, including outside legal counsel, future achievements and skill sets. ADJOURNMENT SIGNATURES Board Secretary Board Assistant Director Kleiter, on behalf of the ad hoc Legal Committee, noted that ten firms with various specialties had been reviewed encompassing a broad range, as outside counsel would be needed by the Board for certain matters. The proposed clearing house for legal requests would be our own in-house legal counsel, and the CEO. Following review of RFPs, a final list of four outside legal firm candidates was proposed for full Board interview. Director Larson requested comprehensive information on the finalist law firm candidates in good time prior to interview. (Board interviews with legal firms have since been scheduled for May 19 and 21). 8:30 p.m. Linda Bailey Christine D. Meaney Request by Director Larson for comprehensive information on finalist law firm candidates in good time prior to interview sessions. 10