Valley Medical Center

Transcription

1 Valley Medical Center Valley Board of Trustees MINUTES Board Members Present: Peter Evans (Vice Chair) Aaron Heide, Anthony Hemstad, Don Jacobson, Lisa Jensen (Chair), Carolyn Parnell, Johnese Spisso Unable to Attend: Sue Bowman Present: Scott Alleman, Kathryn Beattie, Jeannine Grinnell, Paul Hayes, Paul Larson, Lori Oliver, Rich Roodman, Larry Smith, Bob Thompson, Paul Ramsey Guests: Debbie Bird, Kim Blakeley, John Bonow, Duncan Brown, Paul Friedrich, Liz Nolan, Jeff Wong Recorder: Sandra Sward 1. CALL TO ORDER The meeting was called to order by Lisa Jensen at 2:30 p.m. Ms. Jensen indicated Sue Bowman was out of town and excused from the meeting. Mr. Hemstad advised Dr. Heide was running late. 2. APPROVAL OF MINUTES MOTION: Mr. Evans moved to approve the minutes dated July 18, 2011 and Mr. Jacobson seconded the motion. The motion passed (Mr. Hemstad abstained). 3. PATIENT STORY Mr. Hayes shared a letter written by a family friend of a patient who was in Valley s Critical Care Unit and ultimately taken off life support. The letter recognized the exceptional level of care given to the patient and cited overall compassion and understanding by a wide range of staff who interacted with the family during the difficult decisions and aftermath of choosing to discontinue life support. 4. BOARD EDUCATION

2 Page 2 Financial Role of Trustees: Mr. Smith highlighted the financial role of the Trustees including ensuring the existence of a viable financial plan, approving the annual budgets and interacting with the auditors. He emphasized that the auditors reported directly to the Trustees and that the Trustees should feel comfortable communicating directly with the auditors. Integrated Planning, Forecasting & Budgeting: Mr. Smith reviewed the integration of planning, forecasting and budgeting processes. Valley structures its annual planning cycle to define annual objectives, prepare a long range financial forecast that reflects the objectives and then ensure that the annual operating and capital budgets support the planning objectives and are within the financial performance thresholds of the forecast. Finance Agenda Matrix: A twelve-month draft plan of agenda items relative to the Finance, Construction & Audit Committee was reviewed. Budget Calendar & Public Hearings: Mr. Smith presented a potential budget schedule for forecasting, tax levy assessment, statutory expenditure budget and the operating budget. The calendar noted dates for required action of both the Valley Board and the Board of Commissioners. Current Financial Performance: Mr. Smith provided an overview of the financial performance for the six months ending June 30, Forecast: Ms. Grinnell provided an overview of the forecasting process, explaining that forecasts are updated every six months and become the baseline for the operating budgets, annually. She reviewed key financial ratios on profitability, liquidity, capital structure and the current financial forecast which is being updated through July, The final forecast will be presented at the October 17, 2011 meeting. 5. BUSINESS ITEMS Auditor Selection: Mr. Smith outlined the decision process for auditor selection. Because of the transition to a July 1-June 30 fiscal year and the inclusion of VMC financial activity into University of Washington financials, a series of audits will be necessary. Audits are required for the calendar year ending December, 2011, the six month period ending June, 2012 and the twelve month period ending June, The twelve month period ending June, 2012 is needed so that VMC audited financials can be included in the University of Washington financials for the fiscal year ending June, Given the complexity of the audit process and the transition, management is recommending that KPMG, the auditors for University of Washington, be selected to perform these audits. MOTION: Mr. Jacobson moved to approve KPMG as the auditor for VMC, calendar year ending December 2011, six month stub period ending June 30, 2012 and the fiscal year ending June 30, Mr. Evans seconded the motion. The motion carried, 7-0. Limited Tax General Obligation and Refunding Bond Series 2001 Update: Mr. Smith provided an update on the refinancing of the Series 2001 LTGO bonds. Negotiations are wrapping up with the lender, Chase, that should provide for a drop in the rates on the bonds of approximately % from the current 5.0%. A direct ten-year loan is proposed with an amortization plan that would provide the lowest

3 Page 3 interest. A meeting of the Commissioners is scheduled for August 24, 2011 for approval of the transaction with a rate lock planned for August 25 that would set the interest rate. Approval of Financials and Resolutions: Ms. Jensen addressed the customary process for signing approved vouchers/warrants and resolutions. She suggested a streamlined process whereby the chair would sign the approval forms when a majority of the Trustees votes for approval of an action item, and offered a draft resolution for review. Ms. Jensen noted that the minutes would reflect the vote tally (showing dissenting and abstaining votes by name). Mr. Hemstad asked if the vote would be recorded with the signature of the Chair and requested more time to review proposed resolutions in the future. Resolution No. 002 Designating the Chairperson as the Authorized Individual to Sign and Authenticate Resolutions of the Valley Board Passed by Majority Vote MOTION: Mr. Evans moved to adopt Resolution No. 002 and Ms. Parnell seconded the motion. Following discussion, the motion carried, 5-2 (Mr. Hemstad and Dr. Heide voting against). Ms. Jensen noted Resolution No. 002 is submitted to the Trustees as a draft resolution and in the future she would ensure there was time to review resolutions prior to considering action. Financial Items: MOTION: Mr. Evans moved to accept the Financial items and Ms. Parnell seconded the motion. Following discussion, the motion carried, 5-1-1, (Dr. Heide voted against, Mr. Hemstad abstained). The financial items are attached to and made a part of these minutes. Ms. Jensen explained a line-by-line report depicting all payments made is currently provided monthly to three Trustees and can be made available to any others who wish to review the material. Surplus Property: Mr. Smith explained the process for disposing of equipment and property surplus to the medical center s needs. Resolution No. 001 Property Surplus to the Needs of the District s Hospital MOTION: Ms. Parnell moved to approve Resolution No. 001 designating certain equipment in the District s Hospital as surplus. Ms. Spisso seconded the motion, the motion carried, 7-0. Credentials: Dr. Beattie presented recommendations dated August 3, 2011 from the Medical Executive Committee outlining appointments, reappointments, changes of staff status, changes in privileges, and resignations which were distributed and individually reviewed by Dr. Beattie. MOTION: Mr. Jacobson moved to accept the credentialing/privileging recommendations as presented and Ms. Spisso seconded the motion. The motion carried, 7-0. Copies are attached to and made part of these minutes.

4 Page 4 Medical Staff Forms: Dr. Beattie presented the Certified Nurse Midwife, Maternal-Fetal Medicine and Obstetrics and Gynecology forms for review and approval. MOTION: Mr. Evans moved and Mr. Jacobson seconded the approval of the Medical Staff forms as submitted. The motion carried, INFORMATION REPORTS Operational Integration Oversight Committee (OIOC): Ms. Spisso reported the OIOC will be meeting August 31 at UW Medicine. The committee will focus on areas that carry the best opportunity for clinical and/or business integration. She identified specific areas that would be identified first. Operational Update: Mr. Roodman gave a brief update to his August, 2011 Operational update (previously distributed to the Trustees). There was some discussion about VMC s recent selection by the Puget Sound Business Journal as the Best Place to Work in Washington in the extra-large employer category. UWM/VMC Alliance Logo: Ms. Nolan, Director of Marketing, reported the new logo has been released internally and a plan is being developed for rolling out the logo externally, along with exterior and interior signage. Skills/Competencies Matrix: Ms. Jensen explained a Trustee Competency Self-Assessment was provided to each Trustee as a way to capture the breadth of skills currently on the board and to identify any areas where additional experience and skills may be needed. Following discussion, she requested the forms be filled out and returned to Ms. Sward by the end of August. 7. OLD/NEW BUSINESS Trustee Appointments: Dr. Ramsey provided an update on the community Trustee nomination process. He has received ten nominations and indicated nominations will remain open until all positions are filled. He hopes a new Trustee will be appointed by mid-october. November Meeting Date: Ms. Jensen advised the regularly-scheduled Trustee meeting for November 21 will need to be rescheduled because of requirements within the Strategic Alliance Agreement related to the budget.

5 Page 5 Committee Formation: Ms. Jensen said that based on the scope of work presented during Board Education, the Finance, Construction & Audit Committee will be the first committee formed. Anyone with interest should contact her directly. She plans on making assignments to the committee before the September 19 Trustee meeting. Mr. Hemstad and Mr. Evans expressed interest in joining the committee. Board Packet Distribution: Ms. Jensen suggested various options for distributing board materials. Following discussion, it was decided to table this discussion until additional board members are added. In the interim, the distribution day for board packets will be the Wednesday prior to the meeting. Board Retreat: Ms. Jensen briefly stated a two-day retreat is likely to be scheduled in January or February, 2012, once more trustees have been appointed. Potential dates will be forthcoming. 8. ADJOURNMENT The meeting adjourned at 4:18 p.m. Respectfully Submitted: Sandra Sward Executive Assistant to the CEO and Board of Trustees Valley Medical Center