MHC Joint Powers Authority (JPA) Board of Directors Wednesday, September 6, 2017, Time 3:30 PM Location: NJPA Meeting Center, Staples, Minnesota

Transcription

1 SSC Board of Directors Wednesday, September 27, 2017 Attachment D MHC Joint Powers Authority (JPA) Board of Directors Wednesday, September 6, 2017, Time 3:30 PM Location: NJPA Meeting Center, Staples, Minnesota Meeting Minutes Voting Members Present: Jim Fish, Lakes Country Service Cooperative John Berklich, Northeast Service Cooperative Jason Carlson, Northwest Service Cooperative Paul Bravinder, Resource Training & Solutions Jodi Sapp, South Central Service Cooperative Lynn Gorski, Southeast Service Cooperative Darin Balken, Southwest West Central Service Cooperative Absent: None Ex Officio, MHC Management Committee Members Present: Paul Brinkman, Executive Director, Northeast Service Cooperative Chair Jeremy Kovash, Executive Director, Lakes Country Service Cooperative Bruce Jensen, Executive Director, Northwest Service Cooperative Mark Schmitz, Executive Director/CEO, Resource Training & Solutions Suzanne Riley, Executive Director, Southeast Service Cooperative Les Martisko, Chief Executive Officer, South Central Service Cooperative Cliff Carmody, Executive Director, Southwest West Central Service Cooperative Consultants: Mark Kinney Legal Counsel, Genie Newville Health/Benefits Insurance Consultant, Jeanette Mellesmoen Management Services (NESC). Guests: Amy Grover, Director of Planning Southeast Service Cooperative; Julie Peterson, Board Member Northeast Service Cooperative; Keith Wenner, Board Member South Central Service Cooperative 1. Call to Order and Approve Agenda John Berklich, Northeast Service Cooperative, called the meeting to order at 3:30 PM. Board Members, Consultants, and Management Committee members introduced themselves. MOTION: Jodi Sapp moved, Darin Balken seconded to approve the agenda as proposed. Motion passed. MHC Board of Directors September 6, 2017 Page 1

2 2. Organizational Business Election of Officers: MHC Board Chair. Jim Fish nominated Jason Carlson for the position of MHC Board Chair, seconded by Jodi Sapp. MOTION: Moved by Jim Fish, seconded by Jodi Sapp to cease nominations and cast a unanimous ballot for Jason Carlson. Motion passed, and Jason Carlson was declared MHC Board Chair and presided over the meeting from this point forward. MHC Secretary. Jodi Sapp nominated Jim Fish for the position of MHC Board Secretary, seconded by John Berklich. MOTION: Moved by Jodi Sapp, seconded by Paul Bravinder to cease nominations and cast a unanimous ballot for Jim Fish. Motion passed, and Jim Fish was declared MHC Board Secretary. Official Postings. MOTION: Moved by Darin Balken, seconded by Jim Fish to designate Northeast Service Cooperative s physical location public space and its website as the official public posting for the Minnesota Healthcare Consortium and publish legal notices in Minneapolis Star Tribune and/or other public media as outlined in an MHC bid or proposal process; further, that meetings of the MHC Board will be located in public places identified in the public posting of the agenda. Motion passed. 3. Minnesota Healthcare Consortium Joint Powers Authority MHC Legal Counsel Mark Kinney reported that in August, the MHC regional Executive Directors have worked to create a formal statewide program to stabilize premiums, with a first step of creating one statewide stop loss arrangement. This requires pooling of regional funds into one joint powers entity. The JPA allows MHC to eliminate duplication of efforts and more effectively negotiate contracts. The boards of each of the seven Service Cooperatives intending to be founders of the Minnesota Healthcare Consortium (MHC) have taken action to enter into a proposed Joint Powers Agreement JPA), establishing a new state level board of directors. The Management Committee recommended that MHC formally adopt the JPA. Mark stated that the MHC Board will meet at least annually, and the Management Committee (regional Executive Directors) will serve in an executive function to administer proposals and contracts. The Management Committee members serve as ex officio Board members with no voting authority. MOTION: Moved by Lynn Gorski, seconded by John Berklich to adopt the Minnesota Healthcare Consortium (MHC) Joint Powers Agreement JPA as proposed by the Management Committee; a copy signed by the elected MHC Board Members will be kept on file with the party to be established to provide MHC management services. Motion passed. 4. Management Services Agreement The Board received and reviewed a proposal by Northeast Service Cooperative for fiscal hosting and a management services agreement developed and recommended by the Management Committee. Mark Kinney explained that this agreement allows MHC to meet the provisions of the new carrier arrangement and assist in the timely, efficient, and accountable administration of MHC. NESC would employ individuals carrying out the responsibilities outlined in the proposed agreement. Initial period is one year and may be extended annually. Mark explained that this agreement establishes the MHC Board of Directors September 6, 2017 Page 2

3 transfer of RSR assets from being held by BCBSM to being held by MHC, along with establishing greater control, accountability, and rules of the arrangement. MOTION: Moved by Paul Bravinder, seconded by Darin Balken to enter into a management services agreement with Northeast Service Cooperative (NESC) as proposed by the MHC Management Committee; an MHC Board signed copy will be kept on file with NESC and the MHC Board Chair. Motion passed. 5. Appointments and Designations Management Committee and Committee Officers. Management Committee representative Paul Brinkman reported that the Joint Powers Agreement establishes that current Executive Directors (chief executive) of each of the parties will serve as the members of the MHC Management Committee. This group has requested Paul Brinkman to serve as Chair and Cliff Carmody as Vice Chair. MOTION: Moved by Lynn Gorski, seconded by Jim Fish to designate the current Executive Directors of each of the member Service Cooperatives to serve as the MHC Management Committee. Motion passed. MOTION: Moved by John Berklich, seconded by Darin Balken to ratify the Management Committee s appointment of Paul Brinkman as Chair of the Management Committee and Cliff Carmody as Vice Chair. Motion passed. Statewide Consultants. Per section 5 of the JPA, the Management Committee recommends the following MHC Board action to establish an MHC network of leadership, expertise, service and support. MOTION: Moved by Darin Balken, seconded by Jim Fish to designate Genie Newville (Health & Benefits Insurance Consultant) and Mark Kinney (Benefits Legal Counsel) as MHC s primary consultants, pursuant to agreements between these individuals and each of the seven MHC member Service Cooperatives. Motion passed. 6. MHC Structure, Roles, Responsibilities Management Committee Chair Paul Brinkman reported that in order to serve the MHC Board, Service Cooperative staff and consultants have established various work group and distinct roles and responsibilities to direct and operate MHC on behalf of the board. He outlined work groups and responded to Board Member questions regarding roles and responsibilities. 7. Business Plan, Retention, Rating Methodology, and Best Practices Genie Newville reviewed with the Board information relating to the MHC business arrangement, including: 1) business plan outline, 2) membership statistics, 3) new rating methodology, which will begin with the January 1, 2018 Local Government Health Pool plan year; and 4) a reserve fund report. 8. Best Practices and Policy Recommendations The Board received and reviewed initial draft best practice guidelines and discussed policy development in progress. MHC Board of Directors September 6, 2017 Page 3

4 MOTION: Moved by Jodi Sapp, seconded by Jim Fish to adopt the proposed General Policy: Development, Adoption and Implementation of MHC Policies and direct the MHC Management Committee to develop and recommend for MHC Board consideration a comprehensive set of policies. Motion passed. MOTION: Moved by Paul Bravinder, seconded by John Berklich to accept for first reading the following proposed policies as recommended by the Management Committee: Drug Rebates HIPAA Compliance Program Funds and Administrative Fees Prospects Renewals (Medical) Reserves Motion passed. Genie Newville reviewed the drafts of these policies with the Board and provided background of these policies and how they reflect changes from past practice. Discussion, clarification and revisions noted that will modify draft proposals for 1) Program Funds and Administrative Fees, 2) Prospects. The following topics are in policy development and are scheduled for first reading submission at the next MHC Board meeting: Account Management Expense Allocation Other Added Value Programs Reporting Regional Settlements Wellness Programs 9. New MHC Agreements effective January 1, 2018 The Board received and reviewed new MHC agreements with two administrative service providers: 1. Group Health Insurance Carrier Blue Cross Blue Shield of Minnesota 2. Medical Savings Accounts (FSA, HSA, and VEBA), SelectAccount Genie briefed the Board on the terms of the insurance carrier contract, and Mark Kinney briefed the Board on the terms of the SelectAccount contract. Beginning January 1, 2018, MHC will hold the master agreements for our health plan arrangements with Blue Cross and SelectAccount. To help establish the path for this transition from regional contracting to MHC contracting, the Management Committee recommended that the Board accept the attached summaries that outline our four year agreements for the group health carrier (Blue Cross) and the medical savings accounts (SelectAccount). MOTION: Moved by Jim Fish, seconded by John Berklich that, pursuant to Management Committee recommendation, the MHC Board accepts the summaries that outline MHC s four year agreements for the group health carrier (Blue Cross Blue Shield of Minnesota) and the medical savings accounts (SelectAccount) effective January 1, (This authorizes the Chair and Secretary to sign the final contracts as negotiated.) Motion passed. MHC Board of Directors September 6, 2017 Page 4

5 10. Fiscal Host and Administrative Services Agreement between MHC and Member SCs Mark Kinney reviewed with the Board a proposed fiscal hosting and administrative services agreement between MHC and each of its member Service Cooperatives developed by the Management Committee with consultant counsel to facilitate the MHC funding process and accounting management. Mark explained the responsibilities outlined in the agreement and exhibits. The Board also reviewed a proposed budget including shared cost allocations for operations and MHC consultants. The Management Committee recommended the following MHC Board action: MOTION: Moved by Jodi Sapp, seconded by Lynn Gorski to adopt the proposed Fiscal Host and Administrative Services Agreement between MHC and each of its member Service Cooperatives Motion passed. The final copy complete with all exhibits will be distributed before December 6, Reports, Management Services The Board received and reviewed MHC budget projections (FY18 FY20), planning for fiscal management and accountability, and recommendations by the Management Committee for the following actions: MOTION: Moved by Darin Balken, seconded by Jim Fish to adopt the administrative budget for years FY 18 through FY20 as recommended by the Management Committee. Motion passed. MOTION: Moved by Paul Bravinder, seconded by John Berklich to merge the following two MHC operating accounts into one single administrative account: 1) MHC Statewide Marketing Account and 2) an MHC Program Development Fund. Motion passed. MOTION: Moved by Jim Fish, seconded by Jodi Sapp that MHC will initiate transactions with member Service Cooperatives for MHC FY18 Budget Allocations ($200,000 statewide) and FY18 Budget Reallocations ($251,500 statewide). Motion passed. MOTION: Moved by Jodi Sapp, seconded by John Berklich to adopt the preliminary program funds budget as recommended by the Management Committee. Motion passed. MOTION: Moved by Jim Fish, seconded by Darin Balken to authorize the Management Committee to conduct an RFI process for banking services, including a designated depository. Motion passed. Paul reported that Paul Brinkman, Cliff Carmody, Jeremy Kovash, Mark Kinney, and Genie will serve as the work group to conduct this RFI. MOTION: Moved by Lynn Gorski, seconded by Paul Bravinder to authorize the Management Committee to conduct an RFI for a fiscal auditor for FY18 fiscal activity. Motion passed. MOTION: Moved by John Berklich, seconded by Jim Fish to authorize Northeast Service Cooperative to manage the accounts for administrative and program funds for the benefit of MHC. Motion passed. 12. Shared Agreements for Statewide Consultants MHC Board of Directors September 6, 2017 Page 5

6 The MHC Management Committee recommended that the MHC Board inform participating SCs of MHC s intention to bring statewide consultant agreements under the JPA, continue under the present terms of each agreement, and pay each agreement with JPA fund allocations as outlined in the MHC budget beginning January 1, MOTION: Moved by Lynn Gorski, seconded by Jim Fish that MHC will arrange with each participating Service Cooperative to convert existing regional contracts between each of the seven Service Cooperative boards and individual consultants Genie Newville and Mark Kinney, to one MHC contract with each consultant, maintaining existing terms and conditions with the exception that MHC will manage the collective contract payments to the consultants, effective January 1, Motion passed. 13. Adoption of Authority for the VEBA Committee The Board heard a presentation about background of the VEBA Trust and Committee. For almost a decade the VEBA Committee, under our federal charter on file with the IRS, has operated as the policy authority for all matters related to our VEBA Trust. The Management Committee recommended that MHC align its role regarding VEBA under this new agreement with the following action: MOTION: Moved by Darin Balken, seconded by Jim Fish that the MHC Board of Directors serve as the VEBA Committee with recommendations from Management Committee to be reviewed and ratified by the MHC Board. Motion passed. 14. Other Discussion Topics or Business Items None. 15. Schedule of Board Meetings and Meeting Adjournment The Management Committee recommended quarterly meetings of the MHC Board as follows: MOTION: Moved by Jim Fish, seconded by John Berklich to establish the following MHC Board meeting schedule: Wednesday, December 6, 2017, Resource Training & Solutions, Sartell, 3:30 PM Wednesday, May 2, 2018, Resource Training & Solutions, Sartell, 3:30 PM Wednesday, July 11, 2018, Cragun s Resort on Gull Lake, Brainerd, 3:30 PM Wednesday, September 5, 2018, TBD (preliminary; final date/time/location TBD) Special meetings may be convened by the Chair or by a majority of the Board per JPA Agreement Section 3.4. Depending upon activity over the course of the program year, the Management Committee may also recommend changes to this meeting schedule. Motion passed. The MHC Board meets next on Wednesday, December 6, 2017 at Resource Training & Solutions, Sartell at 3:30 PM. An agenda will be distributed in advance of the meeting. The meeting was adjourned at 5:31 PM on a motion by John Berklich, second by Darin Balken. Respectfully submitted, Suzanne Riley, Executive Director, Southeast Service Cooperative MHC Board of Directors September 6, 2017 Page 6