BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, CALL TO ORDER AND DECLARATION OF CONFLICT OF INTEREST

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1 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, CALL TO ORDER AND DECLARATION OF CONFLICT OF INTEREST BOARD OF DIRECTORS MEETING WEDNESDAY, JANUARY 24, 2018 Commencing at 5:00 p.m. 199 County Court Boulevard Brampton/Caledon Rooms Brampton, Ontario REGULAR AGENDA Board Members: LHIN Staff: Carmine Domanico (Board Chair), Jeff Payne (Interim Vice Chair), Adrian Bita (Member), Neil Davis (Member) via teleconference, Moyra Vande Vooren (Member), Hugh O Brodovich (Member), Anita Gittens (Member), Peter Harris (Member), Angel Rebelo (Member), Ashish Kemkar (Member), Heather Picken (Member) Scott McLeod (CEO), Brock Hovey (V.P.), Kim Delahunt (V.P.), Kimberley Floyd (V.P.), Marla Krakower (V.P.), Dr. Tamara Wallington (V.P.), Jas Rai (Executive Assistant to the CEO & Board Liaison), Vijeetha Raviraj (Director, Health System Integration) Regrets: # Agenda Item To be Accomplished Lead Time 1.0 Call to Order The Chair to welcome Guests and any Observers from the public and clarify the meeting format Carmine Domanico 5:00 5:05 p.m. 1.1 Approval of Agenda - (Attachment) Motion to Approve: Board Members to review and approve the Regular Agenda for the Meeting. 1.2 Conflict of Interest To remind members of the Conflict of Interest Policy and procedures for declaring a potential conflict. 2.0 Consent Agenda - (Attachment) Motion to Approve: Board Members to review and approve the Consent Agenda and remove items to the Regular Agenda for further discussion, as required. Board Members 5:05 5:10 p.m. 3.1 Report from the Board Chair Board Members to receive a verbal update from the Board Chair and opportunity for Board Members to ask questions and seek clarification. Carmine Domanico 3.2 Verbal Updates from Board Members Board Members to provide updates on conferences, meetings, events attended over the past month and share information and learnings. Board Members 5:10 5:30 p.m. 3.3 Report from the Chief Executive Officer - (Attachment) Board Members to receive a brief overview of the CEO s written monthly report and an opportunity to ask questions on specific items. Scott McLeod 4.0 BOARD EDUCATION / GENERATIVE DIALOGUE 1

2 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, CALL TO ORDER AND DECLARATION OF CONFLICT OF INTEREST # Agenda Item To be Accomplished Lead Time 4.1 NOTE: The MOHLTC Capital Branch was scheduled to attend but have postponed until February 4.2 Patient Story For Information: Video presentation - Dr Nadine Caron Canada s first female Indigenous surgeon Jeff Payne 5.0 STRATEGIC DIALOGUE 5:30 6:00 p.m. 5.1 Mission, Vision and Values - (Attachment) For Information: Board Members to receive an update on the process to finalize the Mission, Vision and Values Statement. Kim Delahunt 6:00 6:30 p.m. 6.0 FIDUCIARY DIALOGUE 6.1 Report of the Governance Committee For Information: Board Members to receive a verbal report on discussions held at the Governance Committee Meeting held Thursday, January 11, Jeff Payne 6:30 6:45 pm 6.2 Report of the Finance & Audit Committee - (Attachment) For Information: Board Members to receive a verbal report on discussions held at the Finance & Audit Committee meeting held Monday, January 22, 2018 and the Board to approve any recommendations coming forward from that meeting. Adrian Bita 6:45 7:30 p.m. - Central West LHIN Financial Report Quarterly Report (Q3). - Amending Agreement for External Auditor for Fiscal Year Q3 MLAA Health Service Provider Funding Report. - Revised Non-Financial Delegation of Authority (GP013) as amended. 6.3 CEO Quarterly Attestation 2017/ rd Quarter (Q3) - (Attachment) Motion to Approve: Board Members to review and approve the CEO s Quarterly Attestation for 2017/ rd Quarter (Q3) for the period October 1, 2017 to December 31, 2017 Scott McLeod 7:30 7:40 p.m. 7.0 IN-CAMERA SESSION As required Carmine Domanico 7:40 p.m. 8.0 Directors Only Dialogue As required Board Members 8:45 p.m. 9.0 Adjournment of Board Meeting Motion to Approve: Board Chair to summarize action items and the Board to approve a motion to adjourn the Board of Directors Meeting of Wednesday, January 24, Carmine Domanico 9:00 p.m. 2

3 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, CALL TO ORDER AND DECLARATION OF CONFLICT OF INTEREST # Agenda Item To be Accomplished Lead Time DATE OF NEXT BOARD OF DIRECTORS MEETING: Wednesday, February 28, 2018 at 5:00 p.m. Central West LHIN 199 County Court Boulevard Brampton, Ontario 3 3

4 BOARD OF DIRECTORS MEETING WEDNESDAY, JANUARY 24, County Court Boulevard Brampton/Caledon Room Brampton, Ontario 2.0 CONSENT AGENDA Attachments: 2.1 Minutes of Board of Directors Meeting held Wednesday, December 20, Minutes of Governance Committee Meeting held Thursday, October 12, Minutes of Finance and Audit Committee Meeting held Monday, December 18, By-Law 1 and By-Law In-Year Reallocation 4

5 MINUTES OF THE BOARD OF DIRECTORS MEETING WEDNESDAY, DECEMBER 20, 2017 Commencing at 5:00 P.M. 199 County Court Boulevard Brampton/Caledon Room Brampton, Ontario Board Members Present: LHIN Staff Present: Regrets: Guests: Carmine Domanico (Board Chair), Jeff Payne (Interim Vice Chair), Neil Davis (Member), Moyra Vande Vooren (Member), Hugh O Brodovich (Member), Anita Gittens (Member), Peter Harris (Member), Angelique Rebelo (Member) Scott McLeod (CEO), Kimberley Floyd (V.P.), Marla Krakower (V.P.), Tamara Wallington (V.P.), Kim Delahunt (V.P.), Michele Williams (Board & CEO Liaison), Jas Rai (EA to CEO), Chih-Chi Lee (Interim Director, Decision Support and System Flow), Sharanjeet Kaur (Director of Strategy & Project Management Office), Alex Phillips (Specialist, Decision Support) Ashish Kemkar (Member) Stacey Daub, Chief Executive Officer, Headwaters Health Care Centre, Louise Kindree, Board Chair, Headwaters Health Care Centre 1.0 CALL TO ORDER Carmine Domanico, Board Chair, called the Board Meeting to order at 5:10 p.m. and welcomed guests, Stacey Daub, CEO, and Louise Kindree, Board Chair, Headwaters Health Care Centre, to the meeting. 1.1 Approval of Agenda Mr. Domanico asked if there were any additional agenda items to be added. No additional items were added to the agenda. MOVED by Peter Harris and SECONDED by Jeff Payne, that the Regular Agenda for the Central West LHIN Board of Directors Meeting of Wednesday, December 20, 2017 be approved, as circulated. 1.2 Conflict of Interest CARRIED Carmine Domanico reminded members of the Conflict of Interest Guidelines and asked if any members had any conflicts to declare. Neil Davis noted that he acts for a tenant who sent a letter to the Mayor of Brampton regarding property adjacent to the Peel Memorial site that was included in the information items. Carmine Domanico noted that this was only an information item and there was no perceived or actual conflict. There were no further declarations of Conflict of Interest. 5

6 2.0 CONSENT AGENDA Carmine Domanico reminded Members that the process is that they can ask questions and seek clarification on items within the Consent Agenda, but should further discussion be required, the item will be pulled and added to the Regular Agenda. Scott McLeod advised that all action items in the November minutes are either underway or completed. Scott McLeod advised members that Item 2.4 the full Risk Report was not for approval but for information only. Moyra Vande Vooren requested that item 2.5. PFAC briefing note be updated to complete the sentence related to the role of the advisory committee. Action: Brock Hovey MOVED by Moyra Vande Vooren and SECONDED by Peter Harris that the Consent Agenda be approved, as circulated. 3.0 REPORTS OF THE BOARD CHAIR, BOARD MEMBERS, AND CHIEF EXECUTIVE OFFICER 3.1 Report of the Board Chair Carmine Domanico provided a brief update on the two Leadership Council Committees he sits on. CARRIED Carmine is the Lead on the Pan-LHIN Board Evaluation Committee established to determine the best approach to evaluate Board and Board Member performance. He indicated that the first meeting of the group took place last week and the next meeting is scheduled to take place in January. Mr. Domanico noted that he is also on the Leadership Council committee to develop the next Ministry LHIN Accountability Agreement. Carmine also noted that he and Scott McLeod are scheduled to meet with Ms. Kamal Khera, MP, on January Verbal Updates from Board Members Moyra Vande Vooren noted that she attended two staff events last week, Michele Williams Farewell Open House and the Staff Holiday lunch. Moyra informed members that both events were well organized and enjoyable. Carmine noted that he attended the Open House and Staff Lunch with Anita Gittens and Moyra Vande Vooren. He requested that pictures from both events be shared with the Board. Action: Jas Rai Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 2 of 9 6

7 Carmine indicated that he sent a letter to the Chair of William Osler outlining the motion approved at the November Board meeting. Finally, Carmine Domanico noted that today is Michele Williams last official Board Meeting. Carmine thanked Michele for her significant contributions to the LHIN over the last 11 years and wished her the best on her retirement. 3.3 Report of the Chief Executive Officer Scott McLeod provided highlights from the CEO report including: CHRIS 3.0 A major upgrade took place to the CHRIS system on December 1. This is the system used by Home and Community Care. Health Shared Services Ontario (HSSO) has been providing support to address a number of issues encountered with the upgrade. Health Quality Ontario (HQO) Quality Improvement Plans (QIP) - HQO released QIP guidelines for 2018/19 to all LHINs. Home and Community Care QIPs will be developed for approval in March, and subregion QIPs will be considered for next year. Health Energy Efficiency Program (HEEP) Scott noted that Headwaters Health Care Centre received $3.5 Million in one-time funding to implement a number of initiatives in this fiscal year. Sub-Region Update - Work is progressing well, Kim Delahunt will provide a more in-depth update later in the meeting. Hips/Knees: Central West received additional funding for 32 additional Hips and Knee replacements and have provided this funding to Osler. Endavaron - Endavaron is a medication approved for use in the treatment of early diagnosis of Amyotrophic Lateral Sclerosis (ALS) patients (in the USA). Endavaron has not been approved by Health Canada but Canadians can bring it in to Canada. There has been a lot of advocacy by ALS groups to try and get this medication approved in Canada. LHINs have received approval from the Ministry to use public funds to pay for administering the medication. Scott noted that this does not cover the cost of the medication, which patient continues to pays for. Central West LHIN has two patients on this medication. Flu update - Scott McLeod informed members that the flu season has definitely hit Central West. There are five Long Term Care homes (as of today) that are in outbreak due to Influenza A virus. When in outbreak the home can be closed for admissions to a unit or to the building. This is also affecting hospitals. Trillium has an outbreak in one unit and Etobicoke General Hospital has an outbreak two units. The LHIN chairs a weekly call with providers regarding the Flu Surge Planning. These calls provide status Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 3 of 9 7

8 updates and allow partners to respond proactively to pressures being experienced in various parts of the system. As requested at the November meeting, Marla informed members that only 25% of LHIN staff reported receiving the flu shot. However, this number may be higher as not all staff received the flu shot at the office and may have received it elsewhere but haven t let us know. Following Scott s update, there were a number of questions by members. Angelique Rebelo asked if there was still an opportunity to participate in the Indigenous Training. Kim Delahunt indicated there are still spots left for January and she will have someone connect with her. Hugh O Brodovich, who recently took the training, indicated that there is some excellent information that would be helpful to have but was not available to download. Kim will follow up to see if there is a way to get access to this information. Action: Kim Delahunt Hugh O Brodovich asked who was using Patient Oriented Discharge Summary (PODs). Brock informed members that the tool is a patient friendly summary of care provided to patients after discharge from the hospital. Osler is participating in this initiative and Headwaters is on a pathway to adopt this tool. Hugh O Brodovich indicated that information for Osler on volumes regarding Diagnostic Imaging is not available through HQO s report. Brock Hovey informed members that Osler encountered an issue with data, and will be repopulating data. 4.0 BOARD EDUCATION / GENERATIVE DIALOGUE 4.1 Headwaters Health Care Centre Carmine Domanico welcomed Stacey Daub, CEO and Louise Kindree, Board Chair, Headwaters Health Care Centre (HHCC). Ms. Daub provided members with an overview and reflection on her ten months as CEO of HHCC. Stacey informed members that she conducted a 30-day review of the organization which included meeting with staff at all levels, individually and in teams, it was noted that there has been a lot of change in the organization. Stacey noted that there is a very close relationship between the hospital and community. Stacey noted that individuals with Mental Health continues to be an issue for HHCC. She indicated that there has been a 30% increase in patient stays, and an 85% increase in mental patient days. Stacey noted that some of the challenges faced by HHCC are related to funding. She noted that HHCC developed a Business Case for the LHIN and the MOHLTC and are working collaboratively with the LHIN and the MOHLTC to advance a base funding adjustment. Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 4 of 9 8

9 Carmine thanked Stacey Daub and Louise Kindree for attending the meeting and for their informative presentation. 5.0 STRATEGIC DIALOGUE 5.1 Overview of Sub Regions Kim Delahunt provided members with an overview of the work ongoing at the sub region level. The Central West LHIN has five sub-regions aligned to the Health Links areas. She informed members that Central West LHIN is growing very rapidly, with an aging population, as well as being a very diverse LHIN, with over 50% of the population being a visible minority. Kim informed members that Central West LHIN has established a sub region collaborative for each of the sub regions. Kim informed members that all sub region meeting material is posted on the LHIN website. Work Plans have been developed for each region to identify commonalities and uniqueness, and each sub region will focus on a design that can be implemented in the near future. After a brief discussion Members agreed that Digital Health and Primary Care are both important priorities at the sub region level. Carmine Domanico asked about the link between the Regional Quality Table and the Board Quality Committee. Brock Hovey advised that a plan is being developed which includes some work identified at the Regional and Local tables, and a framework will be brought forward to the Board for approval. Action Item: Kim Delahunt & Brock Hovey 5.2 MLAA Indicators Dashboard for Q2 Alex Phillips, Decision Support Specialist, provided an overview of the MLAA Indicators for 2017/ nd Quarter (Q2). She advised that the focus this year is on the 13 performance indicators. It was noted that Central West LHIN is ranked as one of the top seven LHINs in six indicators and outperformed in six indicators. The following Indicator presents a move from green to red this cycle and is being monitored closely for opportunities for improvement or further investigation: - Readmission within 30 days for selected Health Based Allocation Model Inpatient Grouper (HIG) Conditions (Acute myocardial infarction, Cardiac conditions (excluding heart attack), Congestive heart failure, Chronic Obstructive Pulmonary Disease, Pneumonia, Diabetes, Stroke, and Gastrointestinal disease) Carmine Domanico requested that staff provide him with an overview of the indicators that we need and what we don t need. He indicated that it would be helpful for him to have this information to support his role on the Leadership Council Indicators working group. Members requested that staff update a new Balanced Scorecard and specifically identify the top three indicators being focused on. Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 5 of 9 9

10 Action Item: Brock Hovey 5.3 William Osler Health System Functional Program: Endovascular Therapeutic Suite Kim Delahunt informed members that Osler received a $25M anonymous donation for the development of Endovascular suite. Osler has submitted a formal request to change one of the ORs into an Endovascular Therapeutics Program (EVAR), using their own funds. It was noted that no additional operating funding is required but Board approval is required to advance the redevelopment to the next stage. Scott McLeod informed members that Osler has committed to using existing funding and not committing any additional funding for future EVARs. Kim Delahunt will reconfirm with Osler that they will be using their own funds. Action Item: Kim Delahunt MOVED by Neil Davis and SECONDED by Peter Harris that the Central West LHIN Board of Directors approves the Part A program and service elements for both Stage 1 and 2 for the Endovascular Therapeutic Suite to be built at the Brampton Civic Hospital site of the William Osler Health System, as submitted Annual Business Plan (ABP) CARRIED Kim Delahunt provided a brief background on the ABP. The ABP outlines how we are going to operationalize our Strategic Plan during the upcoming fiscal year. Kim shared at a high level the goals that align to what is in the Minister s mandate letter and the ABP Kim advised members that a draft ABP will be submitted to the Ministry by end of this week for their review and will be brought forward to the February Board Meeting for Board approval to submit to the Ministry by March 31. She also confirmed that the Ministry has requested that all LHINs not redevelop their Integrated Health Service Plan (IHSP). The current IHSP is in its final year and staff will begin the process to develop the new IHSP in Kim noted that the work the Board and staff have been doing on the Mission, Vision, Values will continue. We hope to finalize the Mission Visions Values for the final submission of the ABP. Following the presentation there was a general discussion about the priorities outlined in the ABP. It was noted that Osler has a very high level of C-sections and perhaps there should be some specific reference to work that will be undertaken in that regard. It was agreed that staff should follow-up with Osler regarding their plans to address the C- section rates. It was also noted that we should consider adding a specific goal for Autism related to an approach for screening and diagnosing at an earlier age, between 1 and 3 years old. Board Members were asked to any suggestions / feedback regarding the ABP content to Jas Rai by January 12. Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 6 of 9 10

11 Action Item: Board Members /Kim Delahunt 6.0 FIDUCIARY DIALOGUE 6.1 Report of the Quality Committee Meeting, December 11, 2017 Moyra Vande Vooren provided members with a verbal update on the Quality Committee meeting of December 11, She noted that the Quality Committee approved the recommendation for staff to work with Accreditation Canada to initiate a 6-month extension of the current accreditation status for the legacy CCAC by submitting a report in June This will ultimately be followed by a full LHIN survey in June MOVED by Hugh O Brodovich and SECONDED by Peter Harris, that the recommendation of Option #1 for Accreditation through Accreditation Canada be approved, as presented. CARRIED 6.2 Report of the Finance & Audit Committee Meeting, December 18, 2017 Adrian Bita provided the Board with a verbal update regarding the Finance and Audit Committee meeting held December 18 th. He noted that the LHIN operations are running a surplus of $567,000. Staff are developing a plan to ensure that the LHIN maximizes the use of the resources. Adrian thanked Brock Hovey and his team for their hard work. Jeff Payne also acknowledged the hard work of Staff and for their support of the Board over the last number of months Risk Report 3rd Quarter (Q3) Brock Hovey informed members that in addition to the Integrated Enterprise Risk Management Report there are two other reports to go to MOHLTC, the Detailed Agency Risk Report and the Quarterly Risk Summary. He informed members that the Senior Team reviews all risks quarterly and brings high risks to the Board for approval. Carmine Domanico asked if there was a risk regarding / technology due to recent issues with system being down/unavailable. Scott McLeod confirmed that there is a specific risk related to this and the recent issues are being addressed by HSSO. MOVED by Anita Gittens and SECONDED by Jeff Payne, that the 2017/18 Q3 Enterprise Risk Management (ERM) Report be approved, as submitted. CARRIED Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 7 of 9 11

12 6.4 Multi-Sector Service Accountability Agreement (M-SAA) Brock Hovey informed members that at this time the revised M-SAA template was included for Board approval. He noted that this is a common issue for LHINs requiring a 2/3 vote by the 14 LHINs. Once approved the template will become the agreement for Health Service Providers who fall under the MSAA. It was noted that this will be a 1 year agreement from April1, 2018 to March 31, Brock noted that new template incorporates revisions identified by LHIN Legal that were required based on the Patients First legislation. There was a brief discussion and clarification of some clauses. MOVED by Neil Davis and SECONDED by Peter Harris that the Central West LHIN Board of Directors approves the Multi-Sector Service Accountability Agreement template for the period from April 1, 2018 to March 31, CARRIED MOVED by Neil Davis and SECONDED by Peter Harris that the Central West LHIN Board of Directors approves that the Board Chair and LHIN CEO be authorized to execute the M-SAAs on behalf of the LHIN provided that the execution version of the M-SAA is substantially the same as the draft template as submitted. 7.0 IN-CAMERA SESSION CARRIED MOVED by Adrian Bita and SECONDED by Angelique Rebelo, that at 8:10 p.m., the Central West LHIN Board of Directors consider Matters of Public Interest in a Closed Session as set out by the Local Health Integration Act, 2006, s.9(5)(a), and further, that Staff Members in attendance be invited to stay for this portion of the meeting. CARRIED 8.0 DIRECTORS ONLY DIALOGUE At this point in the meeting (8:30 p.m.), all staff except the CEO, were excused from the meeting for a Directors Only dialogue. MOVED by Peter Harris and SECONDED by Moyra Vande Vooren, that at 9:15 p.m., the Central West LHIN Board of Directors meeting be moved Out-of-Camera and back into the Regular Session. CARRIED 9.0 ADJOURNMENT OF BOARD MEETING Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 8 of 9 12

13 MOVED by Neil Davis and SECONDED by Peter Harris, that there being no further business for discussion, that the Central West LHIN Board of Directors Meeting of Wednesday, December 20, 2017 be adjourned at 9:15 p.m. CARRIED Carmine Domanico, Board Chair Scott McLeod, CEO Minutes of Central West LHIN Board of Directors Meeting held Wednesday, December 20, 2017 Page 9 of 9 13

14 MINUTES OF THE GOVERNANCE COMMITTEE MEETING OF THE CENTRAL WEST LOCAL HEALTH INTEGRATION NETWORK Held Thursday October 12, 2017 at 5:00 p.m. 199 County Court Blvd., Brampton, Ontario Committee Members Present: Jeff Payne (Committee Chair), Adrian Bita (Member), Hugh O Brodovich (Member), Scott McLeod (CEO) Via Teleconference Carmine Domanico (Board Chair / Ex-Officio) Anita Gittens (Member) Staff Members Present: Kim Delahunt (Vice President), Marla Krakower (Vice President) Michele Williams (Board & CEO Liaison), Christina Veneziale (Executive Assistant) 1.0 Call to Order & Declaration of Conflict of Interest Jeff Payne, Committee Chair, called the Governance Committee meeting to order at 5:00 p.m., and asked if there were any Declarations of Conflict of Interest. None were noted. 1.1 Approval of Agenda Committee members reviewed and approved the Agenda for the Governance Committee meeting of Thursday, October 12, MOVED by Adrian Bita and SECONDED by Hugh O Brodovich, that the Agenda for the Governance Committee meeting of Thursday, October 12, 2017 be approved, as circulated. CARRIED 14

15 1.2 Approval of Previous Minutes Thursday, September 14, 2017 The minutes have been received and accurately reflect the discussion of Thursday, September 14th, MOVED by Hugh O Brodovich and SECONDED by Adrian Bita that the minutes of the Governance Committee meeting held Thursday, September 14, 2017 be approved, as circulated. CARRIED 2.0 Board Agenda Format Committee members discussed an approach for a revised Board and Committee agenda template that distinguishes what is to be accomplished between, review, discussion, or action required. Three mock templates were presented for consideration, it was determined that the current agenda template with a sub heading, indicating the intent behind the agenda item be used. All Chairs are to be notified of the revised template and utilize for future Board and subcommittee meetings. Action: Kim Delahunt 3.0 Committee Reporting at Board Meetings Committee members discuss the process of providing subcommittee verbal reports at same cycle board meetings. Current practice subcommittee chairs provide a verbal update of their last meeting for the Board in the absent of minutes. Consideration is made in the essence of time to shorten each subcommittees update to five minutes, highlighting key items for sharing. Acknowledging the quick turnaround time between the Finance/Audit and Board meetings within the same month. In order to accommodate, items that would be going forward with intention of requiring approval or decision to the full Board can be posted with a briefing note with the understanding that any changes would be highlighted by the Finance and Audit Chair verbally. This decision is Staff Direction ACTION: Jeff Payne to Update Moyra Vande Vooren Minutes of Central West LHIN Governance Committee Meeting held Thurs., October 12, 2017 Page 2 of 4 15

16 4.0 Board Orientation Committee members discuss and provide feedback on their on-boarding/orientation process, an opportunity to evaluate and suggest changes that could enhance the process go forward. The question was raised if value would be seen in conducting a survey monkey to collect feedback related to the value of the current Central West LHIN Board orientation process. Overall, it was a unanimous consensuses by committee members that their orientation experience was a valuable one with recognition given to the usefulness in the one on one meeting with Chief Executive Officer and Board Chair. Each committee member brings with them a different lens to the process, depending on their particular professional background. As the Board membership stabilizes the idea of a buddy system; cooperative arrangement whereby individuals are paired or teamed up, having the senior member act as mentor would be beneficial. Decision was made that a survey monkey questionnaire was not required. 5.0 Draft Governance and Leadership Forum Agenda Committee members are asked to review and provide feedback of the draft November 14 th Governance and Leadership Forum agenda. Speaker Dr. Bob Bell has been confirmed and save the date notices have been sent to event invitees. The draft annotated agenda, was reviewed and feedback was requested. Suggestion was made of adding an opportunity to hear from the patient s voice, sharing a story that is tied to a theme related to the day. Item 5.0 From Transition to Transformation the road ahead in Central West question 2, is there anything missing from the plan outlined by the Deputy? If so, what? Suggested rewording of question to What did you learn etc. Would be of good practice to acknowledge an Indigenous greeting in Board Chairs opening remarks. Confirmation of correct wording that is local specific to be sought out. 6.0 Draft Annual Quality Committee Work Plan and Terms of Reference 2017/2018 ACTION: Marla Krakower Committee members reviewed and spoke to both item 6.0 draft Quality Committee Work Plan and Terms of Reference and item 7.0 draft Finance and Audit Committee Work Plan and Terms of Reference for September 2017 to June 2018, simultaneously. Going forward it is intended that subcommittees will have their work plans and terms of reference vetted through the Governance committee to review for error, omissions, or duplications and recommend for Board approval. Minutes of Central West LHIN Governance Committee Meeting held Thurs., October 12, 2017 Page 3 of 4 16

17 Minor administrative updates requested to align all subcommittees. Revisions to Quality subcommittee Terms of Reference, include under 2.0 Duties, defining what is meant by corporation. 3.3 Meetings and Quorum letter C; meetings shall be open to the public with reasonable notice will be removed. 7.0 Draft Finance and Audit Committee Work Plan and Terms of Reference 2017/2018 See Item 6.0 above. 8.0 Adjournment of Meeting Committee Chair asked for a motion to adjourn the Governance Committee meeting of Thursday, October 12, MOVED by Hugh O Brodovich and SECONDED by Adrian Bita, that there being no further business for discussion, that the Governance Committee meeting of Thursday, October 12, 2017 be adjourned at 6:27 p.m. CARRIED Jeff Payne, Committee Chair Governance Committee Minutes of Central West LHIN Governance Committee Meeting held Thurs., October 12, 2017 Page 4 of 4 17

18 MINUTES OF THE FINANCE AND AUDIT COMMITTEE MEETING MONDAY, DECEMBER 18, 2017 Commencing at 5:00 p.m. Central West LHIN Head Office 199 County Court Boulevard Etobicoke Room Brampton, Ontario Board Members Present: LHIN Staff Present: Board Member Regrets: Adrian Bita (Committee Chair), Carmine Domanico (Board Chair), Jeff Payne (Member), Moyra Vande Vooren (Member) Scott McLeod (CEO), Brock Hovey (Vice President), Michael Buchert, Jody Boxall, Kimberley Floyd (Vice President), Harnit Dhaliwal Ashish Kemkar (Member) 1.0 CALL TO ORDER Adrian Bita, Committee Chair, called the Finance and Audit Committee Meeting to order at 5:03 p.m. 1.1 Approval of Agenda No additional items were added to the Regular Agenda, as circulated. MOVED by Moyra Vande Vooren and SECONDED by Jeff Payne, that the Regular Agenda for the Central West LHIN Finance and Audit Committee Meeting of Monday, December 18, 2017 be approved, as circulated. CARRIED 2.0 APPROVAL OF PREVIOUS MINUTES The Minutes of the November 20 th, 2017 Finance and Audit Committee Meeting were reviewed and the following update on action items was provided: For internal reporting purposes, departments are now listed in the note within the funding envelopes. Mock up for the Q2 reports will be done for the January meeting. MOVED by Moyra Vande Vooren and SECONDED by Jeff Payne, that the Minutes of the Central West LHIN Finance and Audit Committee Meeting on Monday, November 20, 2017 be approved, as circulated. CARRIED 18

19 3.0 FINANCIAL REPORTS OCTOBER 2017 AND NOVEMBER 2017 Jody Boxall presented the financial results for the months of October 2017, November 2017 and for the 8 months ending November 30 th, These reports compare actual results to the budget. The forecast to year end shows a balanced position. The total annual budget as at November 30, 2017 is $140.7M. The increase to the November budget was one-time money of $376K to be received for the Assess and Restore program. Confirmation for pressure dollars was received in December and the budget will be amended in December. October s surplus was $165K and November s surplus was $3K and the November year to date surplus was $573K. The LHIN has the freedom to move money between LHIN Ops and administration. All other funding transfers require Ministry approval. The Committee asked that the word operations be removed from the initiatives and digital health titles. ACTION: Jody Boxall It was inquired if Board approval is required for reallocations. This is to be brought back to the Finance Committee Meeting in January. ACTION: Jody Boxall The following two revisions to the Contracted Out Report were requested: To include price and volume variance and sort the variance from high dollar to low dollar. MOVED by Jeff Payne and SECONDED by Moyra Vande Vooren, that the Finance and Audit Committee recommends to the Central West LHIN Board of Directors, the approval of the October 31, 2017 and November 30, 2017 results of operations. CARRIED 4.0 FINANCE AND AUDIT COMMITTEE WORKPLAN Adrian Bita reviewed the Finance & Audit Committee Annual Work Plan. 5.0 ADJOURNMENT OF BOARD MEETING MOVED by Moyra Vande Vooren that there being no further business for discussion, that the Central West LHIN Finance and Audit Committee Meeting of Monday, December 18, 2017 be adjourned at 6:02 p.m. CARRIED Minutes of Central West LHIN Finance and Audit Committee Meeting held Monday, December 18, 2017 Page 2 of 3 19

20 Adrian Bita, Committee Chair Scott McLeod, CEO Minutes of Central West LHIN Finance and Audit Committee Meeting held Monday, December 18, 2017 Page 3 of 3 20

21 Briefing Note Presented to: Agenda number: 2.4 Central West LHIN Board of Directors Subject: Governance Committee Annual Review of Board Bylaws Approval of Bylaws #1 and #2 Purpose: For Decision Date: Wednesday, January 24, 2018 Key contact: Jeff Payne, Board Director and Chair, Governance Committee Kim Delahunt, Vice President, Health System Strategy, Integration and Planning Recommended Motion: That the Central West Local Health Integration Network (LHIN) Board of Directors approves BY-LAW NO. 1 and BY-LAW NO. 2 as recommended by the Governance Committee. Background Summary: As part of the January 11, 2018 Governance Committee meeting, and on the annual Governance Committee Work Plan, Bylaws No. 1 and No. 2 were reviewed. These by-laws were also reviewed and discussed during a Board meeting in March 22, 2017 as part of a review prior to the integration that occurred on May 31, However, given that these by-laws are currently signed by the previous Board Chair and that the review of them is on the annual work plan of the Governance Committee to review and approve them in January of each year, another review was conducted. After discussion and some clarification on a few details, it was recommended that these are approved and signed off on by the new Board Chair. Note, there were no content changes proposed. The full titles and content of each By-laws is: By-law No. 1 A by-law relating generally to the conduct of the affairs of Central West LHIN ( the Corporation ) which includes sections on: Interpretation, Objects, Powers and Area of Operations, Affairs of the Corporation, Members of the Board, Committees of the Board, Officers, Protection of Members, Officers and Others, Notices, and Effective Date. By-law No. 2 A by-law relating generally to the conduct of Board and Board Committee Meetings of Central West LHIN ( the Corporation ) which includes sections on: Interpretation, Application of By-law No. 2, Frequency, Location and Calling of Board Meetings, Notice of Meetings, Use of Video and/or Telecommunication Devices or Facilities, Quorum, Agenda, Chairing the Meeting, Motions, Resolutions & Voting, Rules of Debate and Board Members Code of Conduct, Closed Sessions, Minutes, Public Access, Effective Date and contains some Appendices. 21

22 Impact Analysis (please check all that apply): Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): After the motion is carried, the Board Chair and Secretary will sign off on these by-laws. Attachments: By-law No. 1 By-law No

23 BY-LAW NO. 1 A by-law relating generally to the conduct of the affairs of CENTRAL WEST LOCAL HEALTH INTEGRATION NETWORK (the Corporation ) BE IT ENACTED as a by-law of the Corporation as follows: 1.0 Interpretation 1.01 Definitions 1.02 Interpretation 1.03 Headings TABLE OF CONTENTS 2.0 Objects, Powers and Area of Operations 2.01 Objects 2.02 Powers 2.03 Property 3.0 Affairs of the Corporation 3.01 Head Office 3.02 Fiscal Year 3.03 Execution of Instruments 3.04 Banking Arrangements 3.05 Cheques, Drafts, Notes, etc Expenditures 3.07 Auditors 3.08 Revocation of Delegation 3.09 Amendment of By-laws 3.10 Annual Report 4.0 Members of the Board 4.01 Board Members 4.02 Excluded Persons 4.03 Number 4.04 Qualifications 4.05 Elected Office 4.06 Resignation 4.07 Term and Reappointment 4.08 Non-Transfer of Membership and Vacancies 4.09 Duties of the Board Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 1 23

24 4.10 Remuneration 4.11 Open Meetings 4.12 No Conflict of Interest 5.0 Committees of the Board 5.01 Prescribed Board Committees 5.02 Other Board Committees 5.03 Advisory Bodies 5.04 Executive Committee 5.05 Audit Committee 5.06 Community Nominations Committee 5.07 Quality Committee 5.08 Members of Board Committees 6.0 Officers 6.01 Appointment 6.02 Chair 6.03 Vice-Chair 6.04 Where No Designation 6.05 Chief Executive Officer 6.06 Other Officers 6.07 Secretary 6.08 Treasurer 6.09 Powers and Duties of Officers 6.10 Term of Office 6.11 Remuneration of Officers 6.12 Agents and Attorneys 7.0 Protection of Members, Officers and Others 7.01 Limitation of Liability 7.02 Indemnity and Insurance 8.0 Notices 8.01 Application 8.02 Method of Giving Notices 8.03 Effective Date 8.04 Notices from the Corporation 8.05 Notices to the Corporation 8.06 Notice of Board Meetings 8.07 Computation of Time 8.08 Omissions and Errors 8.09 Waiver of Notice 9.0 Effective Date 9.01 Effective Date Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 2 24

25 SECTION ONE INTERPRETATION 1.01 Definitions. In the by-laws of the Corporation, unless the context otherwise requires: Act means the Local Health System Integration Act, 2006, or any statute that may be substituted therefor, as from time to time amended; appoint includes elect and vice versa; associate includes with respect to an individual, any member of the individual s immediate family who resides with the individual, including a child, parent, sibling, spouse (as defined below); Board means the board of directors of the Corporation; Board Meeting means a meeting of the Board for the purpose of making a decision or recommendation, the taking of an action or the giving of advice in respect of any matter within the Board s jurisdiction. A meeting of Members for social, or purposes other than conducting Corporation business is not a Board Meeting; Board Committee means any committee where a majority of members are Board Members; Board Member means an individual appointed by the Lieutenant Governor in Council to be a member of the Board; by-laws means this by-law and all other by-laws of the Corporation from time to time in force and effect; Chair means the Board Member designated by the Lieutenant Governor in Council to be the Chair of the Corporation; Corporation means the corporation without share capital continued under the Act and named Central West Local Health Integration Network in English and Réseau local d'intégration des services de santé du Centre-Ouest in French; geographic area has the meaning set out in subsection 2(1) of the Act; LHIN means any local health integration network continued or established under the Act; LHIN Conflict of Interest Rules means conflict of interest rules that have been approved by the Conflict of Interest Commissioner, are published on the Conflict of Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 3 25

26 Interest Commissioner s website and are in effect in accordance with section 59 of the Public Service of Ontario Act, 2006, as it may be amended from time to time; Minister means the Minister of Health and Long-Term Care or such other member of the Executive Council to whom the responsibility for LHINs may be assigned under the Executive Council Act, as it may be amended from time to time; PSOA means the Public Service of Ontario Act, 2006, as it may be amended from time to time; Secretary means the individual appointed by the Board to be Secretary pursuant to this by-law; special resolution means a resolution passed by at least two-thirds of the votes cast at a Board Meeting or by the consent in writing of all the Board Members entitled to vote at such meeting; spouse means, (a) a spouse as defined in section 1 of the Family Law Act, or (b) either of two persons who live together in a conjugal relationship outside marriage; and Vice-Chair means the Board Member or Board Members designated by the Lieutenant Governor in Council to be the Vice-Chair or Vice-Chairs of the Corporation Interpretation. All terms which are used in the by-laws of the Corporation and which are not otherwise defined shall have the meanings given to such terms in the Act or regulations made under the Act. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative. In the event of any inconsistencies between the by-laws of the Corporation, the Act and any regulations made under the Act, the order of precedence shall be the Act, the regulations and the by-laws, unless such by-laws have been approved by the Minister, in which case the by-law will govern Headings. - The headings in this by-law are inserted for convenience of reference only and shall not affect the construction or interpretation of this by-law. SECTION TWO OBJECTS, POWERS AND AREA OF OPERATIONS 2.01 Objects. The objects of the Corporation are as set out in the Act Powers. Except as limited by the Act, the Corporation has the capacity, rights, Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 4 26

27 and powers of a natural person for carrying out its objects Property. The property of the Corporation is not charitable property and shall, on amalgamation, division or dissolution, be distributed or disposed of in accordance with the terms of the Act. SECTION THREE AFFAIRS OF THE CORPORATION 3.01 Head Office. Until changed by special resolution and in consultation with the Minister, the head office of the Corporation shall be in the City of Brampton, in the Province of Ontario, Canada, and at such location therein as the Board may from time to time determine Fiscal Year. The fiscal year of the Corporation shall end on March 31 of each year Execution of Instruments. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two Board Members, one of whom holds the office of Chair of the Board, Vice-Chair or Secretary. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed on behalf of the Board Banking Arrangements. The banking business of the Corporation, shall be transacted with the Government of Ontario s bank of record as may from time to time be designated, and shall be conducted in accordance with any agreement with the Minister Cheques, Drafts, Notes, etc. All cheques, drafts and orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by two persons designated by the Board, and in such manner, as the Board may from time to time designate by resolution Expenditures. Subject to the Act and the by-laws, the Board shall have the power to authorize expenditures on behalf of the Corporation, from time to time, and may delegate by resolution to a Board Member or officer the right to employ and pay salaries to employees. The Board shall have the power to make expenditures for the purpose of furthering the objects of the Corporation Auditors. The Board Members shall appoint an auditor to audit the accounts of the Corporation annually Revocation of Delegation. The Board may revoke a delegation made pursuant to the Act at any time, by making by-laws or passing resolutions as the Board considers appropriate. Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 5 27

28 3.09 Amendment of By-laws. Subject to the provisions set out in the Act, any existing by-law of the Corporation not embodied in the Act may be repealed or amended by a special resolution. If the Minister requires the Board to submit a proposed by-law to the Minister for approval before making the by-law concerned, the Board shall not make the by-law concerned until the Minister approves it. If the Minister requires the Board to submit an existing by-law to the Minister for approval (a) the by-law concerned ceases to be effective from the time that the Minister imposes the requirement until the Minister approves the by-law; (b) anything that the Board has done in compliance with the by-law concerned before the Minister imposes the requirement is valid; and (c) the Board may do anything that, before the Minister imposes the requirement, it has agreed to do Annual Report. An annual report on the affairs and operations of the Corporation for the preceding fiscal year shall be submitted by the Corporation to the Minister in accordance with the Act. The annual report shall include audited financial statements for the fiscal year of the Corporation to which the report relates; Central West LHIN; and any additional information specified in any agreement with the Minister. The annual report shall be signed by the Chair and one other Board Member of the Corporation and shall be in the form that the Minister specifies. SECTION FOUR MEMBERS OF THE BOARD 4.01 Board Members. Board Members are appointed by the Lieutenant Governor in Council in accordance with the Act. The Board will recommend to the Minister potential Board Members and such recommendations shall be based upon the criteria agreed upon by the Minister and the Board Excluded Persons. Unless otherwise permitted by the Minister, no person shall be a Board Member of the Corporation if such person is: Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 6 28

29 a member of the Board, chief executive officer, an officer, employee or staff of: (i) any corporation, agency or entity that represents the interests of persons who are part of the health sector and whose main purpose is advocacy for the interest of those persons; (ii) a College of a health profession or group of health professions as defined under the Regulated Health Professions Act, 1991; (iii) an entity that receives funding from a LHIN; (iv) a service provider contracted to provide home care or community services by a LHIN; or (v) an entity that provides a service to a LHIN, such as a consulting firm; an employee of the Ministry of Health and Long-Term Care; an employee of the Corporation; or an associate of any person referred to in clauses 4.02(a) (b) or (c) Number. There shall be no more than twelve Board Members of the Corporation except that the Lieutenant Governor in Council may prescribe a higher number of members that is not more than fourteen Qualifications. In addition to the qualifications set out in subsection 4.01, each Board Member shall: be at least eighteen years of age; not be an undischarged bankrupt; be interested in furthering the objects of the Corporation; and attend Board Meetings on a regular basis Elected Office. Board Members wishing to seek nomination for, be a candidate for, or hold a municipal, provincial or federal elected office, are subject to the provisions of PSOA Resignation. Board Members may resign at any time by resignation in writing given to the Chair of the Corporation and to the Minister. A resignation shall be effective on the later of the date specified in the letter of resignation, or the date the letter of resignation is received by the Chair. A Board Member shall remain liable for payment of any assessment or other sum levied or which becomes payable by the Board Member to the Corporation prior to the effective date of such resignation. Board Members must resign if the Board Member no longer meets the qualifications set out in subsections 4.01, 4.02, and Term and Reappointment. Board Members will be appointed by the Lieutenant Governor in Council for a term of up to three years at the pleasure of the Lieutenant Governor in Council and may be reappointed for any number of terms up to three years, but for no more than six years. A Board Member who is designated as Chair after Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 7 29

30 serving at least three years as a Board Member may be appointed for one further term of up to three years while designated as Chair Non-Transfer of Membership and Vacancies. The office of a Board Member is not transferable. A Board Member ceases to be a Board Member: (a) upon the death of the Board Member; (b) when the Board Member s term of appointment expires and is not renewed; (c) when the Board Member s appointment is revoked by the Lieutenant Governor in Council; or (d) when the Board Member falls within the categories of excluded persons in subsections 4.02, 4.04, or 4.05 of this by-law. A Board Member who falls within the categories in subsections 4.02, 4.04, or 4.05 shall immediately inform the Chair of such fact and shall resign Duties of the Board. The affairs of the Corporation shall be under the management and control of the Board Remuneration. The Corporation shall provide remuneration to the Board Members as established by the Lieutenant Governor in Council. The Corporation shall also reimburse the Board Members for reasonable travelling and other reasonable expenses properly incurred by them in attending Board Meetings or Board Committee meetings in accordance with the applicable Government of Ontario policy Open Meetings. Board Meetings shall be open to the public and shall be conducted in accordance with By-law No. 2. In addition, if the Minister has given the Corporation a policy on open meetings for the Corporation pursuant to any agreement with the Minister, the Board shall follow the requirements of such policy No Conflict of Interest. Board Members are subject to the LHIN Conflict of Interest Rules. Board Members shall not use any information gained as a result of their appointment to or membership on the Board for personal gain or benefit. A Board Member who has reasonable grounds to believe that he or she has a conflict of interest in a matter before the Board, or a Board Committee, shall disclose the nature of the conflict to the Board Chair at the first opportunity and shall refrain from further participation in the consideration of the matter. The Board shall ensure that the Corporation s operations are carried out without a conflict of interest by any Board Member, officer or employee. SECTION FIVE COMMITTEES OF THE BOARD 5.01 Prescribed Board Committees. The Board will establish any Board Committees that the Minister prescribes under the Act. Prescribed Board Committees shall be Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 8 30

31 incorporated into this by-law as required committees. The Board will appoint as members of the Board Committees the persons who meet the qualifications, if any, that the Minister specifies by regulation and will ensure that the Board Committees operate in accordance with the other requirements, if any, that the Minister specifies in the regulation Other Board Committees. The Board may establish any Board Committees that the Board may require from time to time by resolution and may delegate to any such Board Committee any of the powers of the Board, subject to any rules and terms of reference imposed from time to time by the Board Advisory Bodies. The Board shall appoint such advisory bodies as are prescribed or as it may deem advisable. Advisory bodies, whether committees or otherwise, may not exercise powers of the Board Executive Committee. Whenever the Board consists of more than six Board Members, the Board may, but is not required to, establish an executive committee. To do so, the Board shall elect from its Board Members an executive committee consisting of not less than three, which committee shall have power to fix its quorum at not less than a majority of its number and may exercise all the powers of the Board, subject to any terms of reference imposed from time to time by the Board. The Chair shall be a member of the executive committee Audit Committee. The Board shall have an Audit Committee which shall report to and be accountable to the Board. The Audit Committee shall review and provide advice and recommendations to the Board on: (a) the Corporation s obligations with respect to appropriate accounting and financial reporting; (b) whom the Corporation should appoint annually as its auditor; (c) the annual audit plan of the Corporation; (d) the audited financial statements of the Corporation; (e) appropriate risk management activities; (f) whom a health service provider should appoint as its auditor to audit its accounts and financial transactions, if the Corporation directs the service provider under section 21 of the Act to have such an auditor; and (g) on any other matters required by the Board Community Nominations Committee. The Board shall have a Community Nominations Committee which shall report to and be accountable to the Board. The Community Nominations Committee shall, Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 9 31

32 give notice to the public of vacancies on the Board; inform the public about the objects and role of the Corporation; identify potential appointees to the Board through a local community nomination process; recommend to the Board potential appointees to the Board; and undertake any other matters required by the Board Quality Committee.-The Board shall have a committee devoted to quality which shall report to and be accountable to the Board. This committee shall carry out any responsibilities specified by the Board with respect to quality issues, overall quality of health services delivered by the Corporation, and quality improvement initiatives and policies Members of Board Committees. The Board may, by resolution, (i) appoint and remove Board Committee members; and (ii) fill vacancies on Board Committees. The chief executive officer or his or her designate may be invited to attend meetings of a Board Committee as a non-voting member. SECTION SIX OFFICERS 6.01 Appointment. Subject to the provisions of the Act, the Lieutenant Governor in Council designates a Board Member as: (i) the Chair; and (ii) at least one as the Vice-Chair. by resolution approved by the Board, the Board will appoint: (i) a chief executive officer; (ii) a Secretary; and, (iii) any other officers as the Board deems appropriate. Each officer, other than the officers set out in clause 6.01(a), shall hold office at the pleasure of the Board and may resign at any time by giving notice to the Board Chair. The Board shall appoint the Board Member designated by the Lieutenant Governor in Council pursuant to the Act, as Chair. The Chair is accountable to the Minister for the mandate and conduct of the Corporation. The Chair shall chair, when present and able, all Board Meetings, and the executive committee; sign all documents requiring the Chair s signature; ensure that all minutes are an accurate reflection of the meetings by signing them when approved; and perform any other duties assigned by the Board. During the absence or disability of the Chair, Vice-Chair(s) shall also have all powers and shall perform the duties of Chair Vice-Chair. The Board shall appoint the Board Member or Board Members designated by the Lieutenant Governor in Council pursuant to the Act as Vice-Chair(s) of the Corporation. Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 10 32

33 6.04 Where No Designation. If the Lieutenant Governor in Council has not designated a Chair or a Vice-Chair, the Board Members may select a Chair or Vice- Chair from among the Board Members to hold office as provided by this by-law and the Act, until such time as the Lieutenant Governor in Council makes a designation Chief Executive Officer. The Board shall from time to time appoint as chief executive officer the person acceptable to the Board. The chief executive officer is accountable to the Board. The Board shall delegate to the chief executive officer power to manage and administer the business and affairs of the Corporation and to employ and discharge agents and employees of the Corporation: except such matters and duties as by law must be transacted or performed by the Board; and subject to such restrictions and policies as established by the Board by resolution. The chief executive officer shall conform to all lawful orders given by the Board and shall at all reasonable times give to the Board Members or any of them all information they may require regarding the affairs of the Corporation. The chief executive officer shall not be a Board Member Other Officers. Subject to the provisions of the Act and this By-law, the Board may from time to time appoint a treasurer, and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed. Subject to the Act and this by-law, one person may hold more than one office. The Board may specify the duties of, subject to the Act and may delegate to such officers powers such as the Board considers appropriate to manage the business and affairs of the Corporation. An officer, other than Chair and Vice-Chair, may, but need not, be a Board Member, but the chief executive officer shall not be a Board Member Secretary. The Board shall appoint a Secretary. The Secretary shall be responsible for ensuring the preparation and accuracy of minutes of all Board Meetings and shall enter or cause to be entered in records kept for that purpose minutes of all Board Meetings and Board Committee meetings. The Secretary shall give or cause to be given, as and when instructed, all notices to Board Members, officers, members of any Board Committee and the public and shall be the custodian of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose. The Secretary shall have such other powers and duties as otherwise may be specified by the Board Treasurer. The Board may from time to time appoint a treasurer. The treasurer shall keep proper accounting records of the financial activities of the Corporation, and shall be responsible for the deposit of money, and the disbursement of the funds of the Corporation. The treasurer shall render to the Board whenever required an account of all transactions of the Corporation and of the financial position of the Corporation. The treasurer shall have such other powers and duties as otherwise Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 11 33

34 may be specified. If a treasurer is not appointed, the duties of the treasurer shall be carried out by the Secretary or such other officer as the Board may from time to time determine Powers and Duties of Officers. The powers and duties of all officers shall be such as the terms of their engagement call for or as the Board or (except for those whose powers and duties are to be specified only by the Board) the chief executive officer may specify. The Board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer Term of Office. The Board, in its discretion, may remove any officer of the Corporation, other than the Lieutenant Governor in Council appointed Chair, and Vice- Chair(s) Remuneration of Officers. The officers who are neither Board Members nor the chief executive officer shall be paid such remuneration for their services as the Board may from time to time approve. If the Minister or the Government of Ontario fixes ranges for the salary or other remuneration and benefits of a chief executive officer or other executives, the Board shall provide its chief executive officer and any such other executives a salary or other remuneration and benefits within such ranges as are set by the Minister or the Government of Ontario Agents and Attorneys. The Corporation, by or under the authority of the Board, shall have power from time to time to appoint agents or attorneys for the Corporation in Ontario with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit. SECTION SEVEN PROTECTION OF MEMBERS, OFFICERS AND OTHERS 7.01 Limitation of Liability. Every Board Member and officer of the Corporation in exercising the powers and discharging the duties of a Board Member or officer shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Board Member or officer shall be liable to the Corporation for: Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 12 34

35 the acts, receipts, neglects or defaults of any other Board Member, officer or employee; any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation; the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested; any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited; any loss occasioned by any error of judgement or oversight on the part of the Board Member or officer; or any other loss, damage or misfortune which shall happen in the execution of the duties of such office or in relation thereto, provided that the Board Member or officer has acted in accordance with the Act, its regulations, or this by-law and the loss has not arisen from the wilful neglect or dishonesty of the Board Member or officer Indemnity and Insurance. Subject to the Act and obtaining the approval of the Minister, the Corporation shall indemnify an officer in such form of indemnity as approved by the Minister. The Corporation shall not purchase directors and officers liability insurance without the permission of the Minister. SECTION EIGHT NOTICES 8.01 Application. Notices required to be provided to or by the Corporation pursuant to the Act, the by-laws or otherwise, other than notices of meetings under By-law No. 2, shall be governed by this section Method of Giving Notices. All notices shall be in writing and delivered to the address of the addressee on the books of the Board and shall be sufficiently given if delivered personally, by pre-paid courier, by any form of mail where evidence of receipt is provided by the post office or by facsimile with confirmation of receipt, or by where no delivery failure notification has been received. For certainty, delivery failure notification includes an automated out of office notification Effective Date. A notice will be deemed to have been duly given one (1) business day after delivery if the notice is delivered personally, by pre-paid courier or by mail. A notice that is delivered by facsimile with confirmation of receipt or by where no delivery failure notification has been received will be deemed to have been duly given one (1) business day after the facsimile or was sent. Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 13 35

36 8.04 Notices From the Corporation. Subject to subsection 8.03, any notice from the Corporation to a Board Member, member of a Board Committee or officer shall be sufficiently given if delivered to the individual in accordance with the individual s contact information as recorded in the books of the Corporation. The Secretary may change the contact information in the Corporation s books of any Board Member, officer, auditor or member of a Board Committee in accordance with any information believed to be reliable Notices to the Corporation. Subject to subsection 8.03, any notice from a Board Member, a member of any Board Committee or officer to the Corporation shall be sufficiently given if delivered to the head office of the Corporation Notice of Board Meeting. Notices for Board Meetings and Board Committee meetings shall also be governed by the provisions of section 4.0 of By-law No. 2. To the extent that there is any conflict between this section and the provisions of section 4.0 of By-law No.2, the provisions of By-law No. 2 will govern Computation of Time. In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included Omissions and Errors. The accidental omission to give any notice to any Board Member or officer, or the non- receipt of any notice by any Board Member, any member of Board Committee, or officer, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon Waiver of Notice. Any Board Member, any member of a Board Committee or officer may waive any notice required to be given under any provision of the Act, the bylaws or otherwise and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. SECTION NINE EFFECTIVE DATE 9.01 Effective date. Subject to the provisions of the Act, this by-law shall come into force when passed by special resolution of the Board. PASSED by the Board the day of,. Chair Secretary Draft March 6, :00 p.m. Confidential Subject to Solicitor Client Privilege 14 36

37 BY-LAW NO. 2 A by-law relating generally to the conduct of Board and Board Committee Meetings of CENTRAL WEST LOCAL HEALTH INTEGRATION NETWORK (the Corporation ) BE IT ENACTED as a by-law of the Corporation as follows: 1.0 Interpretation 1.01 Definitions 1.02 Board Meetings 1.03 Interpretation 1.04 Headings TABLE OF CONTENTS 2.0 Application of By-law No Board Meeting, Board Committee Meetings 2.02 Other Meetings 3.0 Frequency, Location and Calling of Board Meetings 3.01 Frequency 3.02 Location 3.03 Calling a Board Meeting 3.04 Date and Time 4.0 Notice of Meetings 4.01 Notice to Board Members 4.02 Notice to the Public 4.03 Purpose of the Meeting 4.04 Notice to Board Members of Subsequent Meetings 4.05 Special Board Meetings 4.06 Delivery of Notice 4.07 Errors and Omissions 4.08 Waiver of Notice 5.0 Use of Video and/or Telecommunication Devices or Facilities 5.01 Attendance by Board Members 5.02 Attendance by the Public 5.03 Disruption of Meetings 6.0 Quorum 6.01 Quorum for the Conduct of Business 6.02 Quorum and Board Vacancies 6.03 Lack of a Quorum 7.0 Agenda 7.01 Availability i Approved by the Central West LHIN Board of Directors Wed., March 22,

38 7.02 Content 7.03 Preliminary Matters 7.04 Order of Business 7.05 Scheduling of Agenda Items 7.06 Adjournment Prior to Completion of Agenda 8.0 Chairing the Meeting 8.01 Chair of the Meeting 8.02 Duties of the Chair 8.03 Chair in Control 8.04 Appeals of Procedural Decisions of the Chair 9.0 Motions, Resolutions & Voting 9.01 Board Members Decisions 9.02 Votes Must be Taken 9.03 Common Motions 9.04 One Board Member, One Vote; Majority Rules 9.05 Outcome of the Vote 9.06 Recording of Results 9.07 Voting During Electronic Board Meetings 9.08 Abstaining from Voting 10.0 Rules of Debate and Board Members Code of Conduct Chair to Control Debate Participation in the Debate All Members to Speak Participation by Electronic Means Fiduciary Duty to Support Majority Code of Conduct 11.0 Closed Sessions In General Discussions Permitted to be Held in a Closed Session Giving Notice of a Closed Session Agendas Moving into a Closed Session Proceedings During the Closed Session Concluding the Closed Session Minutes of Proceedings During Closed Sessions Annual Review and Report 12.0 Minutes Content of Minutes Circulation of Draft Minutes Approval of Minutes Public Access to Minutes ii Approved by the Central West LHIN Board of Directors Wed., March 22,

39 13.0 Public Access Notice to the Public Accommodation Access to Agendas Access to Non-Confidential Materials Recording of Proceedings Questions 14.0 Effective Date Effective Date Appendices A: Sample Agenda B: Form of Common Motions and Appeals C: Form of Motion for a Closed Session iii Approved by the Central West LHIN Board of Directors Wed., March 22,

40 SECTION ONE INTERPRETATION 1.01 Definitions. - In the by-laws of the Corporation, unless the context otherwise requires: Act means the Local Health System Integration Act, 2006, or any statute that may be substituted therefor, as from time to time amended; appoint includes elect and vice versa; associate includes with respect to an individual, any member of the individual s immediate family who resides with the individual, including a child, parent, sibling, spouse (as defined below); Board means the board of directors of the Corporation; Board Committee means any committee where a majority of members are Board Members; Board Committee Meeting means a meeting of the members of a Board Committee; Board Meeting has the meaning set out in subsection 1.02 below; Board Member means an individual appointed by the Lieutenant Governor in Council to be a member of the Board; By-law No. 1 means the By-law No. 1 duly passed by the Board; by-laws means this by-law and all other by-laws of the Corporation from time to time in force and effect; Chair means the Board Member designated by the Lieutenant Governor in Council to be the chair of the Corporation; Closed Session means a session of a Board Meeting during which non-board Members may be excluded to enable certain matters to be considered in confidence, pursuant to the provisions of subsection9(5) and subsection 9(5.1) of the Act; Committee Member and Committee Members means one and more than one member of a Board Committee, whether a Board Member or member of the public; Corporation means the corporation without share capital continued under the Act and named Central West Local Health Integration Network in English and Réseau local d'intégration des services de santé du Centre-Ouest in French; geographic area has the meaning set out in subsection 2(1) of the Act; Approved by the Central West LHIN Board of Directors Wed., March 22,

41 LHIN means any local health integration network continued or established under the Act; LHIN Conflict of Interest Rules means conflict of interest rules that have been approved by the Conflict of Interest Commissioner, are published on the Conflict of Interest Commissioner s website and are in effect in accordance with section 59 of the Public Service of Ontario Act, 2006, as it may be amended from time to time; Minister means the Minister of Health and Long-Term Care or such other member of the Executive Council to whom the responsibility for LHINs may be assigned under the Executive Council Act, as it may be amended from time to time; present means physically in attendance at the Board Meeting or, if properly authorized, in attendance by electronic means; Quorum means a majority of Board Members; Secretary means the individual appointed by the Board to hold the office of secretary in accordance with By-law No. 1; Special Board Meeting means a meeting to deal with a matter which, in the opinion of the Chair, the acting Chair or a majority of the Board, requires action before the next regularly scheduled Board Meeting; special resolution means a resolution passed by at least two-thirds of the votes cast at a Board Meeting or by the consent in writing of all the Board Members entitled to vote at such meeting; spouse means, (a) a spouse as defined in section 1 of the Family Law Act, or (b) either of two persons who live together in a conjugal relationship outside marriage; and Vice-Chair means the Board Member or Board Members designated by the Lieutenant Governor in Council to be the Vice-Chair or Vice-Chairs of the Corporation in accordance with By-law No Board Meeting means a meeting of the Board for the purpose of making a decision or recommendation, the taking of an action or the giving of advice in respect of any matter within the Board s jurisdiction. A meeting of Board Members for social, or purposes other than conducting Corporation business is not a Board Meeting. Where the Board Members attend a meeting held by another organization or entity, or visit another organization or entity, the meeting will not be considered a Board Meeting subject to this by-law, unless the Board Members will be making a decision or recommendation, taking an action or giving advice to the Corporation in respect of any Approved by the Central West LHIN Board of Directors Wed., March 22,

42 matter within the Board s jurisdiction Interpretation. All terms which are used in the by-laws of the Corporation and which are not otherwise defined shall have the meanings given to such terms in the Act or regulations made under the Act. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative Headings. - The headings in this by-law are inserted for convenience of reference only and shall not affect the construction or interpretation of this by-law. SECTION TWO APPLICATION OF BY-LAW No Board Meetings, Board Committee Meetings.- (a) The procedures outlined in this by-law apply to the conduct of Board Meetings and to the conduct of Board Committee Meetings. (b) When applied to Board Committee Meetings, the term Board shall be replaced with Board Committee, the term Board Meeting shall be replaced with Board Committee Meeting, the term Board Member shall be replaced with Committee Member, and the term Chair shall refer to the chairperson of the Board Committee, as appropriate. (c) All points of order or procedures not addressed in this by-law shall be resolved with reference to Procedures for Board Meetings and Organizations, 3 rd edition, Kerr, M.K. and King, H.W., Carswell, Other Meetings. -The chair of any meeting other than a Board Meeting or a Board Committee Meeting may choose to follow the procedures set out in this by-law, in whole or in part. A decision to follow the procedures shall be made, and communicated to all participants, prior to the start of the meeting. SECTION THREE FREQUENCY, LOCATION AND CALLING OF BOARD MEETINGS 3.01 Frequency. - The Board will meet at least four times within a calendar year Location. (a) Unless all Board Members participate pursuant to subsection 5.01, all Board Meetings shall be held within the geographic area of the Corporation. Approved by the Central West LHIN Board of Directors Wed., March 22,

43 (b) Subject to clause (a) the Board shall meet at such time and such place as the Board or the Chair determines Calling a Board Meeting. - Subject to this by-law, Board Meetings shall be held from time to time at such time and at such place as the Board, the chair or a majority of directors may determine Date and Time. - The Board may fix the date and time of regularly scheduled Board Meetings by resolution. SECTION FOUR NOTICE OF MEETINGS 4.01 Notice to Board Members. Notice of the time and place of each Board Meeting other than Special Board Meetings shall be given to each Board Member not less than ten (10) business days before the date of the Board Meeting, personally, by courier, by recorded facsimile transmission or by- if transmission is approved by the Board and where no delivery failure notification has been received. For certainty, delivery failure notification includes an automated out of office notification. In computing the date when notice must be given, the date of giving the notice shall be excluded and the date of the Board Meeting or other event shall be included. If the Board Members pass a resolution fixing the place and time of regular Board Meetings, and provided that a copy of the resolution is given to each Board Member, then no other notice will be required Notice to the Public. (a) The date, location and time of Board Meetings, other than Special Board Meetings, will be available to the public no less than ten (10) business days prior to the Board Meeting on the Corporation s website. The Board will make such other announcements by advertising or otherwise as the Board deems appropriate. (b) If the public may access the Board Meeting via video conferencing or teleconferencing technology, then the notice to the public shall specify the locations at which the teleconferencing or video conferencing will be available Purpose of the Meeting. - A notice need not specify the purpose of or the business to be transacted at the Board Meeting Notice to Board Members of Subsequent Meetings. Notice of a subsequent Board Meeting is not required to be given to Board Members if the time and place of the next Board Meeting is announced during a Board Meeting Special Board Meetings. - Notice of a Special Board Meeting shall be given Approved by the Central West LHIN Board of Directors Wed., March 22,

44 by contacting all Board Members and advising them of the time and place of the Board Meeting. The date, location and time of Special Board Meetings will be provided to the public by posting a notice on the Corporation s website as soon as reasonably possible after the date for the Special Board Meeting has been set. In all other respects, the notice to the public of a Special Board Meeting shall be as set out in subsection 4.02, above Delivery of Notice. - Notice shall be delivered to each Board Member at the last address provided by them. Delivery shall be personal, by courier, by recorded facsimile transmission, or by . Delivery shall be deemed to have occurred: (i) on the day it is delivered personally; (ii) on the day it is delivered by courier to the address provided; or (iii) one business day after it is transmitted by facsimile with confirmation of receipt or by where no delivery failure notification has been received Errors and Omissions. Neither an error that does not affect the substance of the notice nor the accidental omission to give any notice to any Board Member or the public, shall invalidate any action taken at any Board Meeting held pursuant to such notice Waiver of Notice. - Any Board Member may waive any notice required to be given under this by-law before, during, or after the Board Meeting for which notice should have been given in accordance with this by-law. A waiver shall cure any default in giving such notice. SECTION FIVE USE OF VIDEO AND/OR TELECOMMUNICATION DEVICES OR FACILITIES 5.01 Attendance by Board Members. - A Board Member may participate in a Board Meeting by means of telephone, electronic, video-conferencing or other communication facilities as permit all persons participating in the Board Meeting to communicate with each other simultaneously and instantaneously. Such a Board Member will be deemed to be present at the Board Meeting Attendance by the Public. - At the discretion of the Board, the public may be permitted to attend the Board Meeting via video conferencing or teleconferencing. If alternate means of access are made available by the Board, then the notice to the public shall specify the locations at which the teleconferencing or video conferencing will be available. The notice shall also include any restrictions that may be applicable to such access Disruption of Meetings. - In the event that a Board Meeting that is being accessed electronically is encountering either interference or disruption caused by those participating electronically, the Chair may direct the electronic access to be terminated. Approved by the Central West LHIN Board of Directors Wed., March 22,

45 SECTION SIX QUORUM 6.01 Quorum for the Conduct of Business. - A Quorum must be present for the Board Members to be able to exercise their powers, specifically to transact business at a Board Meeting. A Quorum for a Board Committee Meeting shall be a majority of the Committee s Members or such other number as may be set out in the applicable terms of reference. If a Board Meeting is held electronically, the Chair will periodically do a roll call to ensure that a Quorum remains in effect Quorum and Board Vacancies. - Where there is a vacancy on the Board, the remaining Board Members may exercise all the powers of the Board so long as a Quorum remains as follows: # of Members Appointed: # Required for a Quorum Lack of a Quorum. The Board cannot make a decision in the absence of a Quorum. If an existing Quorum at a given Board Meeting is lost temporarily through the withdrawal of a Board Member due to a conflict of interest, then the Board Meeting may continue, but no decision can be made on the issue that gave rise to the declaration of conflict. If a Quorum is lost permanently through the departure of a Board Member, then the Board Meeting should be terminated as soon as reasonably possible after the Quorum is lost. At the discretion of the Chair the Board Meeting can continue for items not requiring a Board decision provided that such items are not required to inform a subsequent decision. SECTION SEVEN AGENDA 7.01 Availability. - An agenda of business to be conducted will be prepared and distributed to the Board Members five (5) business days prior to each Board Meeting. The agenda will be accompanied by copies of any supplementary material to be discussed or considered at the Board Meeting Content. - The agenda will identify the date, time and location of the Board Meeting and, where applicable, the dial-in number or other means by which Board Members may participate. Where possible, the agenda will also identify whether it is proposed that the Board Meeting include a Closed Session Preliminary Matters. - Each agenda will require the Chair to (i) identify those Approved by the Central West LHIN Board of Directors Wed., March 22,

46 Board Members and other participants present, (ii) recognize a Quorum; and (iii) call for a declaration of conflicts of interest, prior to the conduct of any business. An example of an agenda is set out in Appendix A Order of Business. - Unless otherwise agreed by the Board Members present at the Board Meeting, business will be conducted in the order set out in the agenda. A proposal to change the order of agenda items may be made at the beginning of a Board Meeting and shall require a majority vote to approve Scheduling of Agenda Items. - In order to be placed on the agenda, an item requiring a decision by the Board must be submitted to the Secretary at least seven (7) business days before the Board Meeting. No additional matters requiring a decision by the Board may be brought forward at a regular Board Meeting unless the matter is on the agenda, except that a new matter that requires a decision before the next regularly scheduled Board Meeting may be added to the agenda Adjournment Prior to Completion of Agenda. - If a Board Meeting is adjourned prior to the consideration of all items on the agenda, then the items shall be placed on the agenda for the next Board Meeting. SECTION EIGHT CHAIRING THE MEETING 8.01 Chair of the Meeting. - The Chair, or in the absence of the Chair, the Vice- Chair, shall preside as Chair of the Board Meeting. If neither the Chair, nor the Vice- Chair is present, then the Board Members present shall choose one of the Board Members present to be the Chair Duties of the Chair. - It shall be the duty of the Chair of the Board Meeting: i) to preserve order and decorum and decide all questions of order, subject to an appeal to the Board; ii) iii) iv) to appropriately manage, in accordance with the LHIN Conflict of Interest Rules any conflict of interest issue that is raised during the Board Meeting; to cause to be recorded in the minutes of the Board Meeting any declared conflict of interest; to receive and submit, in the proper manner, all motions presented by the Board Members; v) to put to vote all questions which are properly brought before the Board or necessarily arise in the course of proceedings, and to announce the results; Approved by the Central West LHIN Board of Directors Wed., March 22,

47 vi) vii) to call by name any Board Member persisting in breach of the rules of order and may order a Board Member to vacate the room; and to ensure that the decisions of the Board Members are in conformity with the laws and by-laws governing the activities of the Board and its Board Members Chair in Control. (a) Rulings or directives from the Chair will be followed by all attendees. (b) The Chair may exclude members of the public for improper conduct or disruptive behaviour. The determination of what is improper conduct or disruptive behaviour is within the discretion of the Chair. The Chair may recess the Board Meeting and/or call for assistance from local authorities to enable the removal of members of the public. (c) The Chair may terminate the Board Meeting, prior to the conclusion of Board business, if in the opinion of the Chair such an action is necessary Appeals of Procedural Decisions of the Chair. - Any Board Member may appeal a procedural decision of the Chair to the Board. An appeal of a procedural decision of the Chair shall be chaired by the Vice-Chair. SECTION NINE MOTIONS, RESOLUTIONS & VOTING 9.01 Board Members Decisions. Board Members decisions are made by motion in the following manner: (i) a matter requiring a decision is introduced by the Chair; (ii) a motion in respect of the decision is made by a Board Member; (iii) where applicable, a second Board Member seconds the motion; (iv) debate occurs on the motion; and (v) a vote is taken Votes Must be Taken. - Unless a motion or a second is withdrawn, motions must be voted on Common Motions. - A table of common motions together with suggested forms of motion is appended to this by-law as Appendix B One Member, One Vote; Majority Rules Each Board Member, including Approved by the Central West LHIN Board of Directors Wed., March 22,

48 the Chair, has one vote. Every question before the Board shall be decided by a majority of the votes cast on a motion. In the event of a tie, the Chair does not have a deciding vote Outcome of the Vote. - The Chair shall declare the outcome of the vote on all questions. Should the outcome be disputed, the vote shall be re-taken Recording of Results. - Any Board Member may require the outcome of a vote to be recorded. A request for a recorded vote may be made before or after the vote. Where a recorded vote is not requested, the minutes will simply reflect that a motion was approved or not approved Voting During Electronic Board Meetings. - When a vote is called, the Chair will first ask for those opposed to the motion. If no one is opposed, the motion will be considered to be carried. If there is opposition a roll call vote will be held and the Chair will declare the number of votes cast in favour, the number of votes cast against and whether the motion is carried Abstaining from Voting. All Board Members present shall vote on all motions put to the Board except in the following circumstances: (i) they have declared a conflict of interest; (ii) the matter calls for the approval of minutes of a Board Meeting at which they were not present; or (iii) they are prohibited by law. With the exception of Board Members in the above circumstances, Board Members present who do not vote shall be deemed to have voted against the motion in question. SECTION TEN RULES OF DEBATE AND BOARD MEMBERS CODE OF CONDUCT Chair to Control Debate. - Every Board Member must be recognized by the Chair prior to speaking to any question or motion. Board Members will address all comments to the Chair. At the discretion of the Chair, questions asked by a Board Member may be answered by a third party, prior to receiving another Board Member s comments Participation in the Debate. Board Members will (i) speak in the order indicated by, and within the time limits set by the Chair; (ii) confine their remarks to the merits of the motion; (iii) not attack another Board Member s motives; and (iv) not prolong debate unnecessarily by restating previously expressed points of view All Members to Speak. Board Members who have spoken to a motion previously, will respect the Chair s need to hear from all Board Members prior to hearing from a Board Member twice. Approved by the Central West LHIN Board of Directors Wed., March 22,

49 10.04 Participation by Electronic Means. In any Board Meeting where some or all of the Board Members are participating by electronic means, all participants will identify themselves before making any comments Fiduciary Duty to Support Majority. Board Members will debate items fully but will support the decision made by the majority of Board Members once the result of the vote has been declared by the Chair Code of Conduct. Board Members will, (i) conduct themselves professionally and in a manner consistent with all applicable law, by-laws, codes of conduct, guidelines and directives; (ii) come to Board Meetings prepared and having read all materials provided in advance; (iii) confine their remarks to the motion or other question, will not use any indecorous or offensive language and shall avoid personal comments or observations; (iv) be, and be seen to be, impartial and objective during Board Meetings; (v) participate fully in Board Meetings; (vi) not disclose the content of confidential proceedings or materials; (vii) understand the Board s role in policy-making and its separation from the daily conduct of Corporation administration and management; (viii) recognize that authority resides with the Board as a whole and not with individual Board Members; and (ix) recognize that the Chair is the primary spokesperson for the Board and that the Chair and the chief executive officer are the primary spokespersons for the Corporation. Board Members will direct requests from third parties for information or participation in external events, to the Chair or the Secretary. SECTION ELEVEN CLOSED SESSIONS In General. - Proceedings in a Closed Session are confidential. They are attended only by the Board Members present at the Board Meeting and those individuals whose presence the Board Members have agreed is required for the Closed Session. All information provided at a Closed Session shall remain confidential. Where a discussion held in a Closed Session leads to a general policy decision the Board Members may determine that the information be made public Discussions Permitted to be Held in a Closed Session. (a) The Act permits a Corporation to exclude the public from any part of a Board Meeting where the following circumstances exist: (i) Personal or Public Interest: financial, personal or other matters Approved by the Central West LHIN Board of Directors Wed., March 22,

50 may be disclosed of such a nature that the desirability of avoiding public disclosure of them in the interest of any person affected or in the public interest outweighs the desirability of adhering to the principle that Board Meetings be open to the public; (ii) (iii) (iv) (v) (vi) (vii) (viii) Public Security: matters of public security will be discussed; Security of the Corporation and its Board Members: the security of the Board Members or property of the Corporation will be discussed; Personal Health Information: personal health information, as defined in section 4 of the Personal Health Information Protection Act, 2004, will be discussed; Prejudice to Legal Proceedings: a person involved in a civil or criminal proceeding may be prejudiced; Safety: the safety of a person may be jeopardized; Personnel Matters: personnel matters involving an identifiable individual, including an employee of the Corporation, will be discussed; Labour Relations: negotiations or anticipated negotiations between the Corporation and a person, bargaining agent or party to a proceeding or an anticipated proceeding relating to labour relations or a person s employment by the Corporation will be discussed; (ix) Matters subject to Solicitor Client Privilege: litigation or contemplated litigation affecting the network will be discussed, or any legal advice provided to the Corporation will be discussed, or any other matter subject to solicitor-client privilege will be discussed; (x) (xi) Matters Prescribed by Regulation: matters identified in a regulation under the Act as permissible to discuss in a Closed Session; or Deliberations on whether to move into a Closed Session: the Board will deliberate whether to exclude the public from a Board Meeting, and the deliberations will consider whether one or more of clauses (i) through (x) are applicable to the matters proposed to be discussed in a Closed Session. (b) The Act permits a Corporation to exclude the public from a Board Meeting where the following conditions are both satisfied: Approved by the Central West LHIN Board of Directors Wed., March 22,

51 (i) (ii) the Board Meeting is held for the purpose of educating or training the Board Members; and at the Board Meeting, no Board Member discusses or otherwise deals with any matter in a way that materially advances the decision-making of the Board Giving Notice of a Closed Session. Where it is possible that the Board Members will discuss a matter requiring the exclusion of the public from a significant portion of the Board Meeting, it would be prudent to disclose this possibility in advance. In these circumstances the notice of the Board Meeting that is given to the public, should clearly indicate that the majority of the Board Meeting may be closed to the public in accordance with the Act Agendas. - Where it is known in advance that a portion of a Board Meeting may be closed to the public, a separate agenda should be prepared for the Closed Session and circulated only to the Board Members. This would occur, for example, when the Board must approve the minutes of a Closed Session held during the last Board Meeting Moving into a Closed Session. - The Board must take certain steps before proceeding to a closed session: (i) before the proceedings of a Board Meeting can be closed to the public, a vote must be held on a motion that (i) proposes to exclude the public; (ii) clearly identifies the nature of the matter to be considered during the Closed Session; and (iii) provides the general reasons why the public is being excluded; (ii) this vote occurs during the regular Board Meeting. Even where the Board Members anticipate that most of the Board Meeting will need to be conducted in a closed session, the Board must still give notice to the public of a Board Meeting, call the Board Meeting to order in an open session, and vote to move into a Closed Session, before it can conduct business in a Closed Session; and (iii) the outcome of the vote is recorded in the minutes. In addition, it is recommended that the Board record each decision to move into Closed Session using the form of motion attached as Appendix C Proceedings During the Closed Session. - Normal Board Meeting procedures are followed during a Closed Session, including the taking of minutes, the making of and the voting on motions. In addition: (i) only Board Members and specifically identified individuals are eligible to attend Closed Session proceedings; Approved by the Central West LHIN Board of Directors Wed., March 22,

52 (ii) only those matters identified in the public portion of the Board Meeting can be discussed; (iii) the proceedings are confidential unless the Board Members, in a Closed Session agree otherwise; and (iv) minutes of the proceedings are recorded Concluding the Closed Session. - When the Board has finished its confidential discussions on the identified matters, Board Members must receive and then vote on a motion to conclude the Closed Session and approve the business conducted during the Closed Session. On approval of this motion, the public portion of the Board Meeting resumes. At this time, the Board s first item of business is to report on and approve the business conducted during the Closed Session, unless the Board Members formally agree that it is in the best interests of the Corporation that an action taken during a Closed Session should not be reported in the minutes. In that event, the minutes of the Board Meeting must indicate that such a thing has occurred Minutes of Proceedings During Closed Sessions. - Minutes will be kept for all proceedings conducted in a Closed Session. The minutes of proceedings in Closed Session are confidential and available only to those persons who were eligible to attend the Closed Session unless the Board Members, during a Closed Session, agree otherwise. Those Board Members and other individuals who take part in the Closed Session or who are permitted to consult the minutes of the Closed Session are deemed to have agreed to maintain the confidentiality of the proceedings. Minutes of the Closed Session should not be circulated. Copies should be retained by the Corporation and filed separately from all other types of minutes. Minutes of a Closed Session must be approved or amended only in a Closed Session Annual Review and Report. - The Board will review its use of Closed Sessions to ensure that in practice, it properly balances the requirements for, and benefits of, public access to the Board and the ability of the Board to deal efficiently with the full business agenda in the time normally set aside for Board Meetings. This review will be conducted annually as part of the larger Board evaluation process. SECTION TWELVE MINUTES Content of Minutes. - The Secretary shall ensure that minutes of Board Meetings shall consist of a record of all proceedings taken by the Board Members Circulation of Draft Minutes. - The Secretary shall ensure that minutes shall be provided in draft form to the Board Members within thirty (30) days of the Board Meeting. Approved by the Central West LHIN Board of Directors Wed., March 22,

53 12.03 Approval of Minutes. - Minutes shall be approved by the Board Members at the next subsequent Board Meeting Public Access to Minutes. - Approved minutes shall be posted on the Corporation s website within thirty (30) days of approval. Minutes of Closed Sessions shall not be made public. SECTION THIRTEEN PUBLIC ACCESS Notice to the Public. - The schedule (date, location and time) of Board Meetings will be available to the public no less than ten (10) business days prior to the Board Meeting on the Corporation s website. The Board will make such other announcements by advertising or otherwise as the Board deems appropriate Accommodation. - Board Meetings or facilities through which proceedings will be accessible by teleconferencing or video conferencing should be held at accessible locations with reasonable accommodation made for the public. However if space is limited, the notice issued pursuant to subsection should advise the public accordingly, for example that seating will be available on a first come first served basis, that attendance may need to be restricted to a maximum number to comply with fire and other regulations, or that advance registration will be required Access to Agendas. - The agenda for the Board Meeting will be posted on the Corporation s web-site and available in person through the Corporation s office, no later than 24 hours after distribution to the Board Members Access to Non-Confidential Materials. Non-confidential materials to be considered by the Board Members during the Board Meeting may be posted on the Corporation s website. At the Board Members discretion copies of materials may be made available through the Corporation office, at the location of the Board Meeting or at the locations where video conferencing or teleconferencing facilities are made available Recording of Proceedings. - A Board Meeting may be recorded for broadcast on the radio, television or via the internet. Notices will be posted and attendance by an individual member of the public is implicit consent by that individual to the use of the recording for any purpose Questions. - Questions will not be taken from the public, including the media, during a Board Meeting. Approved by the Central West LHIN Board of Directors Wed., March 22,

54 SECTION FOURTEEN EFFECTIVE DATE Effective Date. - Subject to the provisions of the Act, this by-law shall come into force when passed by special resolution of the Board. PASSED by the Board the day of,. Chair Secretary Approved by the Central West LHIN Board of Directors Wed., March 22,

55 APPENDIX A: SAMPLE AGENDA [insert name] Local Health Integration Network (the Corporation ) Meeting of the Members of the Board [Insert Date], [Insert time i.e. from x y] [Insert location] A G E N D A ITEM TIME TOPIC A. CONVENING THE MEETING Call to Order recognition of a quorum Approval of the Agenda Declaration of Conflicts B. MINUTES OF THE LAST MEETING Approval of Minutes Matters arising from Minutes C. REPORTS Chair CEO Members/Committee D. NEW/OTHER BUSINESS PRESENTER/ DISCUSSANT PURPOSES/ OUTCOME REQUIRED Information Discussion Decision E. CLOSED SESSION Approval of Minutes of last closed session F. BOARD EDUCATION F. MEETING ADJOURNMENT Legend: meeting Distribution: * Circulated with Agenda, ** to be circulated prior to meeting, *** to be circulated at Guests: Approved by the Central West LHIN Board of Directors Wed., March 22,

56 APPENDIX B Form of Common Motions & Appeals General Notes: Please see Procedures for Meetings and Organizations by Kerr & King for further information. 1. Approving an Agenda Motion: That the agenda be approved as circulated. Motion: That [insert item] be added to the agenda. 2. Approving the Minutes of a Prior Meeting Motion: That the minutes of the meeting of [insert date] be approved. 3. Amending a Motion under consideration: Motion: That the motion under the consideration be amended by [insert]. Motion: That the motion under consideration be withdrawn. 4. Referring an item to Board Committee: Motion: That the [name issue] be referred to the [insert name of Board Committee]. 5. Receiving or Accepting a Report: Motion: That the board receive the [insert] report. Motion: That the [insert] report be accepted. 6. Amending or Rescinding a Motion made at a previous meeting Motion: That the motion passed by the board on [insert date] be amended by [insert amendment]. Motion: That the motion passed by the board on [insert date] be rescinded. 7. Moving into a Closed Session Motion: That the board consider [identify the nature of the matter(s)] in a closed session pursuant to s. 9(5)(x)or s. 9 (5.1) of the Local Health Systems Integration Act, Motion: That [identify the persons] join the board in the closed session. 8. Moving out of the Closed Session: Motion: That the closed session be concluded. 9. Receiving and Approving the Chair s Report on a Closed Session Motion: That the Chair s report be received and approved. 10. Adjournment of Meeting Motion: That the meeting be adjourned. 11. Appeals to the Chair (a) (b) (c) I wish to speak ahead of others in order to correct the remarks made by the previous speaker with respect to (state the issue). I wish for a recount of the vote I wish to appeal the ruling of the Chair Approved by the Central West LHIN Board of Directors Wed., March 22,

57 APPENDIX C Form of Motion for a Closed Session [insert name] Local Health Integration Network (the Corporation ) Date: Board Meeting Board Committee Meeting: [insert name] MOVED BY SECONDED BY That the Board Members attending the meeting specified above move into a closed session pursuant to the following exception(s) set out in s. 9(5) or s. 9(5.1) of the Local Health Integration Act, 2006: Personal or public interest Public security Security of the Corporation and its directors Personal health information Prejudice to legal proceedings Safety Personnel matters Labour relations Matters subject to solicitor client privilege Matters prescribed by regulation Deliberations on whether to move into a closed session Educational or training session and further that the following persons be permitted to attend: Carried Lost Chair s signature: Approved by the Central West LHIN Board of Directors Wed., March 22,

58 Briefing Note Presented to: Agenda number: 2.5 Subject: Purpose: Central West LHIN Board of Directors In-Year Funding Reallocation For Information Date: Wednesday, January 24, 2018 Key contact: Recommended Motion: N/A Brock Hovey, Vice President Corporate Services, Accountability & Quality Michael Buchert, Director Funding and Allocation This Briefing Note was reviewed by the Finance and Audit Committee on January 22, 2018 and included in the Board Consent Agenda for information. Background Summary: The Central West LHIN has engaged with their Health Service Providers (HSPs) to provide the LHIN their Q2 forecast and Q3 interim forecast, as result the Central West LHIN has been able to identify eligible in year surpluses to re-distribute within the LHIN. The Central West LHIN further engaged HSPs to submit one time requests that supported service delivery and pressures. The Central West LHIN staff used the decision making framework to review and rank all requests while ensuring that the requested items supported service delivery and will be able to be completed by March 31, The Central West LHIN was able to recover $619,860 in surplus funds. $554,160 resulted from protected funds in the CHC sector and the Central West LHIN is in the process of seeking approval to utilize these funds to support CHC related pressures. The Central West LHIN is also utilizing Urgent Priority Funding $ 473,700 and one-time undistributed Community Funding of $233,478 for a total of $1,327,038 for distribution. Requests from HSPs totalled $1,415,760 from 14 providers and 30 proposals for one-time funding. Based on the Staff review and evaluation of the business cases submitted, $1,327,038 is distributed to 13 providers on a one time basis to support various initiatives (detailed report attached). Options Considered: N/A 58

59 Impact Analysis (please check all that apply): Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): N/A Attachments: Central West Local Health Integration Network Q3 Reallocation Summary by Sector as at January 10,

60 Central West Local Health Integration Network Q3 Reallocation Summary by Sector as at January 10, 2017 Reallocations Resulting from Q3 forecasted Surplus and Recoveries and other funding sources as noted. HSP / Sector Forecasted Surplus by Sector One Time Approved Requests Description of One time Approval / Notes Community Support Services (CSS) Alzheimer Society of Dufferin County 14,296 One Time funding for program supplies and office upgrades Caledon Community Services 43,747 One time request is for IT equipment, IT system enhancements and Furniture and Fixtures Caledon Meals on Wheels 20,603 One time funding is for IT equipment and moving expenses to new location to better serve clients. Canes Community Care 41,405 One time request is for ITequipment and replacement of outdate telephone system Indus Community Services 52,000 One time request to update Adult Day Program facility including flooring replacement Peel Cheshire Homes 25,800 One time funding to support hardware and software upgrades to assist in management of client care Peel Senior Link 18,600 One time funding to support hardware and software upgrades to assist in management of client care Punjabi Community Health Centre 33,715 One time funding for service delivery supplies and equipment including software upgrades to support IT infrastructure. Sub-Total CSS - 250,166 Assissted Living in Supportive Housing (ALSSH) Richview Community Support Services (40,000) 14,600 Surplus due to staff surplus. One time funding for Software and Hardware to support client care Community Mental Health CMHA - Peel (24,500) Surplus due to staff turnover Family Transition Place (1,200) Surplus due to staff turnover Sub-Total CMH (25,700) - Community Health Centres (CHC) Rexdale CHC (55,281) 197,547 To support infrastructure upgrades at 8 Taber road, and program equipment including one time service related expenses. Wellfort CHC (498,879) 345,755 Surplus Funds Recovery of Uninsured Patient Revenue and physician Revenue due to vacancy. One time Expenses for Nurse Practioner Coverage for physician vacancy, Client Transportation, and EMR update that is out of support. Sub-Total CHC (554,160) 543,302 Acquired Brain Injury Services Mind Forward (managed through MH LHIN) 45,270 To support training and program development for culturaly competent care. Hospital Headwaters Health Care Centre 473,700 To offset pressures Sub-Total Hospital - 473,700 Total Recoveries and Requests (619,860) 1,327,038 Other Funding Sources Urgent Priority Funding (473,700) Community Funding (one time) (176,028) Assissted Living (one time) (45,000) CHC (one time) (12,450) Sub-Total Other Funding Sources (707,178) - Grand Total of Reallocations (1,327,038) 1,327,038 60

61 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... CEO Report to the Central West LHIN Board of Directors January 24, Build Integrated Networks of Care 1.1 Health Links and Primary Care Throughout January, Central West LHIN staff have been co-leading the provincial Health Links Measurement Task Group. This group is comprised of Ministry of Health and Long Term Care (MOHLTC), Health Quality Ontario (HQO) and Institute for Clinical Evaluative Sciences (ICES) leadership and has been tasked with developing technical standards for a series of new outcomes indicators for evaluating sub-region development and the spread and scale of the health links approach to care. The group is developing technical standards to include the patient confidence metric. Provincially, the proportion of sub-regions collecting data on patient confidence in reaching their care goals will be collected and reported to the MOHLTC. A package of indicators with definitions and implementation approach will be brought to the CEO Council for approval in February. A second wave of business cases for the expansion of Inter-professional primary care teams are expected to be submitted to the MOHLTC by mid-february. The Central West LHIN has been asked to focus on the expansion of the care teams in the Dufferin sub-region. Submissions provided to the MOHLTC in December focussed on the other four sub-regions and a formal response from the MOHLTC on these prior submissions is also expected in February. The Dufferin Area Health Link was one of 17 Health Links in the province that was selected by the MOHLTC to participate in a proof of concept implementation of Orion Health s Care Coordination Tool (CCT). The Health Link went live with CCT in September In the CCT authoring module, users can add patients, create coordinated care plans (CCPs), update and view existing care plans. In CCT users can view CCPs and other assessments. After initial onboarding, more organizations and users were added to CCT. Despite having the highest number of users and CCPs created among the Health Links participating in the pilot, there were a number of challenges with functionality and workflows within the system. In September 2016, the MOHLTC commissioned a consulting firm to conduct a comparative care coordination solutions evaluation of six existing tools (including CCT) to determine which solution(s) should be scaled and what 61

62 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... would be the best model for delivery and sustainment of the tools. The consultants recommended that none of the solutions should be considered for provincial deployment as is. The MOHLTC asked that each LHIN select and migrate to one solution with the objective to reduce the number of standalone solutions used by a single LHIN, as well as provincially. Since then, 12 of the 14 LHINs have made the commitment to use the Home and Community Care s electronic Client Health and Related Information System (CHRIS) going forward. This tool enables the safe and secure digital exchange of health information between LHINs and their health partners. The use of CHRIS in the majority of the province will support cross-lhin information sharing to strengthen inter-professional care planning with primary care, hospitals and health and social care partners. The Central West LHIN is working with all Dufferin Area Health Link partners to transition all existing care plans into CHRIS by the end of the fiscal year. 1.2 Palliative and End-of-Life Care The Central West Palliative Care Network (CWPCN) provided a Learning Essential Approaches to Palliative Care (LEAP) course for 30 community nurses in December. The nurses participated from all home and community care service provider agencies, covered all five Central West sub-regions and included registered practical nurses (RPN), registered nurses (RN) and nurse practitioners (NP). To ensure sustainability a mentorship model was used to align the participants with nursing experts from within Central West and a follow up session will be held in Q Long-Term Care Renewal In November 2017, the Region of Peel, with the LHIN s support, applied for a research grant from the Centre for Aging and Brain Health Innovation (CABHI) under the Baycrest Strategic Opportunity Fund to kick start the Program for All-Inclusive Care for the Elderly (PACE), which is currently under development for the Peel Manor Adult Day Program. In December 2017, following a review of the proposal, the funding organization requested some changes which were completed immediately and the proposal was resubmitted. An announcement on the successful applicants is due imminently. If successful, the research grant would allow the Region to implement a complete PACE program as a pilot until March Home and Community Care Complex Care for Kids Ontario (CCKO) is a multi-year provincial strategy that aims to advance province-wide access to integrated care and coordination for children with medical complexity and their families. These children and youth have complex, chronic conditions and are medically fragile. The children/youth and their families see multiple medical subspecialists, and require high levels of home care, school support, respite and developmental and community rehabilitative care. The Provincial Council for Maternal and Child Health is responsible for facilitating the implementation and expansion of ambulatory complex care provincially. The four paediatric tertiary care settings (The Hospital for Sick Children (SickKids), Children s Hospital Eastern Ontario (CHEO), Children s Hospital at London Health Sciences Centre, and McMaster Children s Hospital) lead the work regionally. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 2 62

63 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... Kimberley Floyd, VP, Home and Community Care, and representative of the CCKO Committee, brought this initiative forward to the pan-lhin home and community care meeting in January. LHINs supported the recommendation that would see spread of this integrated care team model LHIN by LHIN whereby coordinators care will attend scheduled complex care hospital appointments. The family will not have to repeat their story or be the conduit between providers as the LHIN care coordinator will fully understand the medical situation, which then informs the care plan for home, school and rehabilitative services. When the LHIN care coordinator manages home and community care supports, the hospital based Nurse Practitioner can focus on coordination and integration of hospital based disciplines and sub-specialists. This model is efficient, reduces gaps and overlap, and frees up capacity of all involved. Late in December, the LHIN Home and Community Care Placement Team was alerted to issues with the boilers at King Nursing Home in Bolton that left the long-term care (LTC) home partially without heat and without hot water. It was determined that a full evacuation of the home was required. Over the holiday period, all 84 residents were temporarily relocated to 19 different LTC homes throughout the Central West LHIN and neighbouring regions as an emergency measure. King Nursing Home is working closely with the Central West LHIN and the MOHLTC to resolve the situation as quickly as possible. There is a system level impact that is being closely monitored, as there is risk to hospital flow with these LTC beds being unavailable. A plan is in development to safely transfer all residents back in a safe, orderly and timely way once the required repairs have been made, hot water is available and the building has returned to a safe temperature. Repairs are currently underway and with an anticipated completion by January 17 th. The LHIN has chaired and managed the emergency response. Strong partnerships across the health care system have been leveraged to create a very thorough and supportive response in managing this complex emergency situation. 1.5 Mental Health and Addictions The LHIN received notice from the MOHLTC on January 2, 2018 of $378,000 in annualized base funding effective for support services to 36 Supportive Housing clients. Funding will flow to Services and Housing in the Province (SHIP), as the LHIN s only mental health and addictions supportive housing provider. SHIP is also designated by the Mississauga Halton LHIN as one of its supportive housing providers and will operate an additional 24 housing units and accompanying client support services through $252,000 in additional funding from the Mississauga Halton LHIN. The MOHLTC had made a commitment in February 2017 to expand supportive housing by 1,150 units provincially. A business case was already received and approved, in principle in anticipation of this announcement. Staff from both LHINs is in the process of finalizing client activity targets for these 60 clients and housing units and anticipate funding to flow to SHIP no later than mid-february. SHIP proposed to expand their Housing In Place program as it reflects best practice in supportive housing per the Ontario Supportive Housing Policy Framework with the aims to: o o o o o Improve residential stability as a result of aligned housing and supports Improve quality of life as a result of access to and satisfaction with housing and supports Provide appropriate levels of support to meet the client s needs Provide appropriate, choice based housing Increase sense of community connections/inclusion through developed networks Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 3 63

64 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... SHIP also included an innovative component where specialty housing services can be provided to SHIP and non- SHIP clients residing in their catchment area for situations that involve hoarding, conflict resolution, and financial management. The specialties are strategic areas of focus based on client need and aimed at housing retention. Funding for a justice program was also provided to the LHIN. Canadian Mental Health Association (CMHA) Peel Dufferin Branch was allocated $50,000 annualized base funding in December to expand its Release From Custody Workers program. This program serves Ontarians incarcerated at three correctional institutions in the Greater Toronto Area who are preparing for release. The funding will help improve the reintegration of 63 inmates with mental illness as they prepare to transition back into the community, reducing the likelihood of re-offending. Planning is underway to fund another justice program aimed at providing community-based transitional case management to Ontarians who have been released and are returning to their residence. Both initiatives were part of the MOHLTC s announcement in December 2016 and are part of a series of initiatives that support corrections reform underway in three ministries including Attorney General (MAG), Community Safety and Correctional Services (MCSCS), and MOHLTC. 2. Drive Quality & Value 2.1 Improve the Patient Experience Patient and Family Advisory Committee (PFAC): The second meeting of the Central West LHIN PFAC took place on January 16, In addition to continued orientation to the Central West LHIN and their roles as advisors, the PFAC will begin to develop a work plan for The Ministers PFAC Committee had its inaugural meeting and has established 5 priorities: Priority 1: INTEGRATED & COORDINATED CARE - Making parts of health care work better together Subthemes emerging: - Handoffs from one care setting to another are important parts of a patient s journey, requiring greater coordination, communication, and involvement of patients. - Information needs to flow properly between care settings, so that patients can have more confidence that when they go to next setting, there is continuity of their care. - Patients need support from others, such as patient navigators who can assist in bridging between one care setting to another. Priority 2: SYSTEM NAVIGATION - Finding your way through the health care experience Subthemes emerging: - The system is enormously complex for patients, who are often unsure where their care path should go to access the best care for their healthcare issue. They receive little support and are working with healthcare professionals who themselves may be struggling to know where to send their patients. - The siloed nature of healthcare leaves patients uncertain and unclear when going from one care setting to another. Confusion leads to breakdowns, poor experiences and poor outcomes. - Families are often left out of the picture when it comes to care coordination, which leaves them uncertain about how to help provide appropriate care and support to their loved one. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 4 64

65 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... Priority 3: ACCESS TO CARE & INFORMATION - Ensuring timely access to information, and right care at the right time Subthemes emerging: - Access to digestible and interpreted information helps to empower patients, families, and caregivers so that they can be better informed and part of their healthcare team. - Information needs to travel between health care settings so that patients can effectively transition. - The way care is administered can leave patients unable to get care oriented around their needs. Priority 4: PATIENT PARTNERSHIP - Participating in personal decisions and health care decision making Subthemes emerging: - Patients, families, and caregivers need to be part of their healthcare team to help bring essential information, knowledge, and values that is relevant in diagnosis, treatment, and recovery. - Patients need to be empowered to be active members of their healthcare teams. Priority 5: HEALTH LITERACY Providing education and supports to patients and providers Subthemes emerging: - Information needs processed and shared appropriately to be made useful. - Greater effort needs to be put into helping people access appropriate care, many of whom don t know where to go. - Effort needs to be put into tapping into the information that patients have. - Peer to peer education can help empower new patients and bring meaning to existing patients. The Ministers PFAC will be creating a forum for the chairs of 14 LHIN PFACs to meet and align priorities. Patient Experience Think Tank : On January 15, internal leaders with responsibility for quality and patient experience will come together for a focused think tank on patient experience in Central West. Through a facilitated process, various facets of patient experience will be more precisely defined to allow for the selection of appropriate measures for monitoring and quality improvement purposes. 3. Connect & Inform 3.1 Communications and Community Engagement Media Recap o o Ontario Lifts Financial Burden Off Families in Need with OHIP+ December 19, 2017 Ontario is helping families afford the care they need to stay healthy by making prescription medications free for everyone age 24 and under. Ontario Passes Legislation to Strengthen Transparency in Health Care December 12, 2017 Ontario has passed legislation to enhance transparency, accountability and the quality of care across the health care sector, including greater oversight of long-term care homes and pharmaceutical companies. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 5 65

66 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... Publications o Annual Report Having been tabled in the Legislative Assembly, the Central West LHIN s Annual Report is now available to the public off the main Website. o enewsletter: Central West LHINsights November 2017 (published simultaneously with LHINsider, the LHIN s internal newsletter) Upcoming Events (External) o Central West LHIN Governance and Leadership Forum, now in the planning stage for March 2018 o Central West LHIN 2018 Quality Awards, now in the planning stage for May 2018 Upcoming Events (Internal) o Lunch with the CEO, now in the planning stage for Tuesday, January 23, 2017 o All Staff Town Hall, now in the planning stage for Tuesday, March 27, French Language Services (FLS) FLS Liaison Committee meeting: The FLS Liaison Committee meeting took place at the Central West LHIN on January 18. LHIN partners and Reflet Salveo provided updates on the accomplishments of the Joint Action Plan to date and discussed milestones to be achieved as outlined in their FLS work plan. Mandatory Provincial FLS Report Tool (OZi portal): The MOHLTC is moving forward to implementing a new Guide to French Language Health Services (FLHS), which was launched at a FLHS forum on November 15, The expectations of the MOHLTC are to see the LHINs and the Entities work together to fulfill the requirements and obligations included in the FLHS guide. The MOHLTC also articulated the need to foster the collection of FLHS data to inform planning and design of health care services for the Francophone community. As a result, and recognizing the limited information available about accessibility of FLHS, the MOHLTC intends to provide the LHINs with a province-wide database of FLS capacity to help ensure a stronger Francophone lens. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 6 To this end, the MOHLTC has purchased the services of the Réseau des services de santé en français de l Est de l Ontario (the Réseau) to design and develop a database tool for all 14 LHINs. To perform this task, the Réseau will deploy a portal called OZi that will require each LHIN to provide the Réseau with information to populate the database. The portal will standardize FLS plans and capacity at the sub-region level as well as enable the creation of standardized scorecards and capacity reports. 3.3 Indigenous Services Indigenous Engagement and Inclusion: On November 16, the Provincial Aboriginal LHIN Network (PALN) met at the MOHLTC to discuss Indigenous Engagement and Inclusion survey results and to hold focused discussion groups with LHIN Indigenous health leads to build on initial findings of the survey. The survey was developed to identify promising practices, tools, key documents and lessons learned to strengthen LHIN Indigenous engagement 66

67 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... and inclusion. A baseline of existing Indigenous engagement and inclusion practices across the LHINs was developed, including overview of LHIN Indigenous demographic, funding and resourcing, activities and practices, successes and challenges, outcomes, performance measurement and reporting. The MOHLTC will draft the final report. Indigenous Cultural Safety (ICS) Training Progress Report: At this time, the Central West LHIN registered 57 individuals for ICS Training, a large portion of the 80 available seats allocated by the MOHLTC. The LHIN will allocate the remaining seats to health service providers (HSPs). Indigenous Holistic Health and Wellness Project: Since the Central West and Mississauga Halton LHINs agreed to cost-share the Indigenous Holistic Health and Wellness project with the MOHLTC. Central West LHIN will contribute one-time funding of $41,643 in and $38,719 in so CMHA Halton can lead the project. This project will help create opportunities for Indigenous families and communities to access the local health services in Mississauga Halton and Central West. It will also engage Indigenous organizations and partners to build and strengthen a relationship of trust and mutual understanding between then indigenous communities and the LHINs. 4. Demonstrate System Leadership 4.1 Sub-Regions & Sub-Region Collaboratives The five sub-region collaboratives have completed and submitted work plans for approval. Plans will be reviewed and approved by the Health System Strategy Steering Committee on January 30. In February, the sub-region collaboratives will begin implementation of initiatives on their work plans and working groups (if necessary) will be created. The sub-region clinical leads continue to be on-boarded and oriented to Central West LHIN priorities. 4.2 Dementia Strategy On December 13, 2017, an amendment was made to the MOHLTC-LHIN Accountability Agreement to support the Ontario Dementia Strategy in our region. A total of $279,000 in one-time funding was allocated to support local implementation of the Dementia Strategy in the year. The funding will be broken down as follows: o $108,000 will be allocated for community dementia programs to expand day, evening and weekend/holiday programming; expanding transportation services to support clients to attend these programs can also be leveraged for this funding envelope. o $171,000 will be utilized for behavioural supports in the home and community to provide central coordination of these services in Central West o The equivalent of 1.5 FTEs in clinical and administrative support are to be hired with this funding enhancement o The implementation plan was submitted to the MOHLTC by January 12, 2018 Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 7 67

68 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... Future investments for the Dementia Strategy for and will be allocated to each LHIN based on the Dementia Capacity Plans, which are in development with the MOHLTC. 5. Operational Excellence Service Accountability Agreement (SAA) Cycle Hospital Service Accountability Agreement (HSAA) Amending Agreement: William Osler Health System (Osler) and Headwaters Health Care Centre (Headwaters) are anticipating significant operating pressures in The LHIN has held a number of meetings with both hospitals and the MOHLTC to discuss pressures. It is anticipated that the funding levels will not be entirely known in time to have balanced HSAAs in place by March 31, 2018 so the LHIN and its hospital partners have proposed to extend the current HSAA schedules by three months to June 30, 2018, while implementing a new HSAA Agreement. A motion to approve the new HSAA template agreement and extend the current schedules for three months will be brought forward to the LHIN s Board of Directors as soon as the HSAA Advisory Committee has released a new HSAA template agreement (this is expected in January, 2018). The LHIN is continuing to work with Osler and the MOHLTC to address in-year pressures for Multi-Sector Service Accountability Agreement (MSAA) Amending Agreement: The MSAA refresh plan is currently on target and the LHIN is in the process of reviewing and finalizing Community Annual Planning Submissions (CAPS) for community-based service providers. The Health System Performance team continues to work with HSPs to ensure data quality and to negotiate service utilization planning assumptions built into the CAPS review process. Following provincial direction and the Local Health System Integration Act, the Central West LHIN has notified all 25 community based health services that it intends to amend its MSAA. Long-Term Care Service Accountability Agreement (LSAA) Amending Agreement: Staff at the Central West LHIN are currently working to confirm and update detailed information listed in the LSAA for each LTC home. This process is now nearing completion. It is anticipated that updated LSAA Amending Agreements, with revised schedules, will be forwarded to LTC home operators in the Central West LHIN between by the first week of February Following provincial direction and the Local Health System Integration Act, the Central West LHIN has notified all LTC home operators of its intention to amend its LSAAs. 6. Select CEO Updates 6.1 Health Leaders Forum The December 19 Heath Leaders Forum focused on surge planning, acute care and system capacity planning in the Central West, and provincial updates. 6.2 LHIN CEO Videoconference On January 4, I participated in a videoconference to discuss the HSSOntario-LHIN Workplan update, post-transition provincial meeting structures, and Aging with Confidence: Ontario s Action Plan for Seniors. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 8 68

69 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... The next meeting was scheduled for January 18. An update will provided in the next CEO Report. 6.3 MOHLTC Executive Leadership Team and LHIN CEOs Joint Meeting On January 9, I attended a joint meeting held by the MOHLTC, where we received information on a number of topics, including: o Associate Deputy Minister Updates o Minister s Patient and Family Advisory Council Update o Health Quality Ontario Opioid Report o System Capacity Update o OCHIS (Office of the Chief Health Innovation Strategist) Update on Implantable Cardiac Defibrillator (ICD) and Value Based Innovation Procurement (VBIP) o Personal Support Worker (PSW) Supply o Short-term Transitional Care Models o Transition of the Ministry Managed Community Physiotherapy Clinics to the LHINs o Ministry-LHIN Cross Reporting o Overdose Prevention Site Framework o Fair Workplaces (Bill 148) o Transformation Project Management Update Q3 Reporting Placemat Digital Health (Project Membership) Quality Standards (Project Membership) Patient Engagement (Guiding Principle) o KPMG Communications and Change Management Update 7. On the Horizon 7.1 Upcoming Meetings LHIN Renewal Project Partnership - Home and Community Care Working Group Wednesday, January 17 Home and Community Care Advisory Table Meeting Monday, January 22 Central West LHIN-MOHLTC Stocktake Meeting Tuesday, January Development of an Opioid Strategy for Peel As part of the Region of Peel s local response to the opioid crisis, Region of Peel Public Health is coordinating the development of an Opioid Strategy for Peel. Building on provincial actions already underway, an Opioid Strategy for Peel will outline long-term local solutions to prevent harmful opioid use, ensure access to effective treatments and reduce harm related to opioid use. The next meeting is scheduled for January Central West LHIN Capacity Planning Review of Osler's Capacity Planning Work On January 24, Kim Delahunt, Brock Hovey and I will meet with Preyra Solutions along with members of Osler staff to review the results of the capacity study which was developed by William Osler. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 9 69

70 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE Outstanding People Julija Simonelis, Manager, Home and Community Care Julija Simonelis is a gentle and compassionate professional with an engaging presence. As a new Home and Community Care manager, she is responsible for the North Etobicoke, Malton, West Woodbridge and Care Connector teams. Julia began her work in Home and Community Care as a palliative care coordinator in 2012 before moving on to champion the early work in Health Links as a core member of the team in Most recently, Julija was a business system analyst on the health informatics team at the Central West LHIN. In this role she supported significant improvements to wound care practices, Assisted Living e-referral, business continuity planning and enhancing processes for specialty team assistants. She was also instrumental in supporting the CHRIS 3.0 integration. Juljia received her Bachelor of Science and Master of Science in Occupational Therapy from the University of Toronto. She is also on the Board of Directors at Labdara Nursing Home in Toronto. 9. Program Profile The Central West Palliative Care Network (CWPCN) and the Ontario Palliative Care Network (OPCN) The CWPCN Pledge: At some time, in some way, we will all face the end of life. And most of us share a common hope: that when death comes to us or a loved one, it will be peaceful and free of pain. We hope to face death surrounded by those we love, feeling safe, comfortable and cared for. Our pledge is to deliver on this promise. Living Lessons The GlaxoSmithKline Foundation and The Canadian palliative Care Association The CWPCN was established by the LHIN in 2008 and hosted by the former Central West Community Care Access Centre (CCAC). It was made up of provider and community partners and provided strong local leadership through a Steering Committee and various sub-groups. The primary focus of the original network was to strengthen relationships across partners and build capacity to provide expert palliative care within the Central West region through education and knowledge sharing. In 2011, the Quality Hospice Palliative Care Coalition of Ontario launched the Declaration of Partnership, a strategic document that established the roadmap for hospice palliative care in Ontario. In the fall of 2014, the province reviewed the progress of the declaration uptake and identified the need to establish a formal provincial network with clear defined accountabilities, to drive the implementation of quality coordinated hospice palliative care in Ontario. Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 10 70

71 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, REPORTS FROM BOARD CHAIR, BOARD MEMBERS AND CHIEF EXECUTIVE... Recognizing the need for change, in October 2014, the LHINs and Cancer Care Ontario (CCO) were tasked with developing a business plan to propose the creation of a new provincial structure to address hospice palliative care priorities which resulted in the launch of the OPCN in March The OPCN s mandate is to: Be a principal advisor to government for quality, coordinated, hospice palliative care in Ontario Be accountable for quality improvement, data and performance measurement and system level coordination of hospice palliative care in Ontario Support regional implementation of high-quality, high-value hospice palliative care In the fall of 2016, the Palliative Care Network Steering Committee was sunset and the new CWPCN was launched. Today, the CWPCN is a partnership of organizations and people committed to providing leadership for a high quality, comprehensive, integrated and seamless patient and caregiver experience in the palliative care system in Central West. The structure of the CWPCN consists of executive and operational leadership tables, foundational committees and a number of focused working groups. The CWPCN team is led by a Director and is comprised of a Community Data Coordinator, Administrative Assistant and two Advanced Practice Nurses. In addition, there are two regional clinical care co-leads, Dr. Martin Chasen and Martha McKelvey (NP), as well as two medical leads, Dr. Michael Gagnon and Dr. Naheed Dosani, who all support the CWPCN one day a week. The OPCN has established the following key provincial System Level Measures; percentage of deaths in Hospital, percentage of physician home visits and palliative home care in last 90 days of life and percentage of Emergency Department visits in last 30 days of life. In December 2017, the OPCN released its three Year Action Plan that provides direction and expectations for activities and outcomes to the Regional Palliative Care Networks through Central West LHIN... Making Healthy Change Happen / Le RLISS du Centre-Ouest... Favorisons la santé 11 71

72 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Briefing Note Presented to: Central West LHIN Board of Directors Agenda number: 5.1 Subject: LHIN Vision, Mission and Values Purpose: For Input Date: January 24, 2018 Key contact: Kim Delahunt, Vice President, Health System Strategy, Integration & Planning Recommended Motion: N/A Background Summary: In September 2017, the Central West LHIN began the process of re-developing the organizational Vision, Mission Values. This work has been undertaken with a strong commitment to engage staff, partners and the Board of Directors throughout the process. For example: o In early fall, front-line staff were engaged over multiple days through focus groups to draft organizational Values. o In October, the Board of Directors participated in a Mini-Board Retreat to develop the initial draft of the organization s Vision and Mission, as well as refine the organizational Values. o In November, the draft Vision, Mission and Values were socialized at the Governance and Leadership Forum where health system partners and community leaders provided their feedback and proposed revisions. The current draft for Board discussion today incorporates the feedback received throughout the process. Simultaneously, staff engagement is also in progress to seek additional refinement to the draft statements. The LHIN will bring forward a final Vison, Mission and Values to the next Board meeting on February 28, Approval will be sought at that time, as the final version is required for submission into the 2018/19 Annual Business Plan due to the ministry on March 1, Options Considered: 1. Endorse the initial drafts of the Vision, Mission and Values 2. Refine the initial drafts of the Vision, Mission and Values 72

73 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Impact Analysis: Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality & Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan: Discussion from Board of Directors meeting will inform the final Central West LHIN s Vision, Mission and Values. Attachments: Draft Vision, Mission and Values Slides 2 73

74 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Mission, Vision and Values Central West LHIN Board of Directors Meeting January 24,

75 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE MVV Development Process October 13 th, 2017 Mini Board Retreat: Development of draft Mission, Vision and Values November 14 th, 2017 Governance and Leadership Forum: Feedback on Mission, Vision and Values September 2017 Staff Focus Groups: Values Development October 25 th, 2017 Board Meeting: Validation of Mission, Vision and Values January 2018 Board and Staff Engagement: Confirmation of Mission, Vision and Values 2 75

76 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE DRAFT Mission, Vision and Values Working together to achieve better health, better care, and better value for all. Creating a healthier community, one person at a time. Revised by Board of Directors and shared at GLF 22 Outstanding Collaborative Respectful Compassion Integrity Stewardship Innovation 76

77 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Governance and Leadership Forum: Feedback for Consideration VISION STATEMENT Good, but not impactful Needs to be worded as a destination and remain future focused One person at a time did not resonate The current vision statement would be hard to use as a marketing tool or elevator pitch; it needs to be inspiring; overall would like to see something more focused; outcome oriented, and innovative. MISSION STATEMENT Phrasing is disjointed Make it simple Concept of value may not fit here Need to include reference to quality End the Mission statement with better care VALUES Should be more action-oriented Needs to include reference to diversity and quality Need a fewer number of values; 5 maximum Need value statements to better understand what these actually mean 4 77

78 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Vision The Vision is the picture of the future that you seek to create. The vision helps the organization focus on goals and aspirations. Vision: Pre-Governance and Leadership Forum Creating a healthier community, one person at a time. Vision: Post-Governance and Leadership Forum A healthier community for patients and families. Vision: Post-Governance Committee and Director Input: A healthier community for all. 5 78

79 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Mission The Mission answers the question... Why do you exist? What value do you add? It helps to define the primary purpose and objectives. Mission: Pre-Governance and Leadership Forum Working together to achieve better health, better care, and better value for all. Mission: Post-Governance and Leadership Forum Working together to achieve better health, better care, and better quality for all. Mission: Post-Governance Committee and Director Input Working together to achieve excellence in health and healthcare quality for all. 6 79

80 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Defining our Values Aspirational values are those that a company needs to succeed in the future but currently lacks. Core values are the deeply ingrained principles that guide all of a company s actions; they serve as its cultural cornerstones. 7 80

81 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Values The values describe how you want to make decisions and work together, consistent with your mission on the journey toward the vision Values: Pre-Governance and Leadership Forum Values: Post-Governance and Leadership Forum Values: Post-Governance Committee and Director Input Outstanding Collaborative Respectful Compassion Integrity Stewardship Innovation Collaborative Respectful Compassionate Transparent Accountable Innovative Collaborative Respectful Compassionate Accountable Innovative 8 81

82 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Values Defined Collaborative: We foster cross-sectoral partnerships and cultivate relationships to promote and deliver improved health outcomes, We empower patients, families and caregivers to share their experiences to inform system-level solutions. Respectful: We are inclusive and celebrate all realms of diversity in our community. We are responsive and sensitive to our community s beliefs, cultures, and backgrounds. We are committed to creating a healthy workplace where everyone feels safe and valued. Compassionate: We will be empathic, sensitive, and kind in the planning and delivery of care for our patients, families and caregivers. Accountable: We are committed to the delivery of patient-centred, safe, and equitable care. We take responsibility as system stewards to ensure health system resources are used efficiently and effectively, and drive change when needed. We approach our relationships and organizational activities with openness, honesty, integrity and transparency. Innovative: We strive for excellence by challenging the status quo and developing new solutions that leverage technology, culture, strategy, and leadership. 9 82

83 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Next Steps January 2018 Staff Engagement (in progress) Board Engagement Feedback Analysis February 2018 Finalize/Approve Mission, Vision and Values Deadline: March 1,

84 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, STRATEGIC DIALOGUE Thank you! 11 84

85 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Briefing Note Presented to: Central West LHIN Board of Directors Agenda number: 6.2 Subject: Q3 Financial Results Purpose: For review and approval Date: January 24, 2018 Key contact: Brock Hovey, Jody Boxall Recommended Motion: That the Central West LHIN Board of Directors approve the results of operations of the Central West LHIN for the period ending December 31, 2017, as recommended by the Finance and Audit Committee. Background Summary: The financial statements reflect the MOHLTC funding envelopes. The attached statements show the results for the 9 months ending December 31, These reports compare YTD actual results to budget. A forecast to year end has also been provided and is showing a balanced position. Variance explanations have been provided where actual to budget exceeds 10%. Total budgeted annual revenue to the LHIN has increased by $1,690K since the last report and sits at $142.3 million at the end of December. The Home and Community Care (HCC) annual budget was increased for one-time funding of $1,628K for pressures communicated to the MOHLTC in August. These funds were anticipated and were included in previous forecasts. In addition, $62K of the Musculoskeletal model of care funding was included in the Initiatives budget for implementation and planning support. The consolidated operations (Schedule 1) of the CW LHIN shows a surplus of $960K for the 9 month ending December 31, 2017 which is an increase due to the month of December s surplus of $387K surplus. The chief driver of the surplus increase was HCC; December s revenue recognition reflected a $330K retroactive adjustment of the pressures funding relating to November. We are forecasting to be in a balance position by year end. The YTD surplus comparison (Nov vs Dec) by envelope is as follows: Nov 30 YTD Dec 31 YTD Month of Dec Home and community care $131K $534K $403K LHIN Operations 286K 333K 47K LHIN Initiatives (49K) (58K) (8K) Digital Health 0K 0K 0K LHIN integrated Administration 205K $150K (55K) $573K $960K $387K 85

86 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Total deferred revenue as of December 31, 2017 is $1,354K. The funding for both the HCC restricted and LHIN Initiatives are for special purposes and cannot be used for other purposes. To the extent that the funds are unspent for the intended purpose by year end, they are repayable to the MOHLTC. The breakdown of the deferred revenue is as follows: Envelope Dec 31 YTD Notes (000 s) Home and community care $776 $348K Respite, $120K School, $103K P4R, $72K assess and restore LHIN Operations 75 $75K PCN one time funding LHIN Initiatives 313 $211 Clinical sub-region leads Digital Health 189 LHIN integrated Administration 0 Total Deferred Revenue $1,354 Contracted out services (Schedule 2) in HCC shows a surplus of $420K; nursing pressures continue but are offset by underspending in respite and physiotherapy services. The In-home services variance of $255K can be attributed to $133K price variance and $122K volume variance and the school services variance of $120K can be attributed to a price variance of $24K and $96K volume variance (Schedule 3). Options Considered: N/A Impact Analysis (please check all that apply): Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): Attachments: Schedule 1 Financial results by MOHLTC Envelope for nine months ending December 31, 2017 (year-end forecast by MOHLTC Envelope) Schedule 2 Contracted Out costs for HCC, YTD December 31, 2017 Schedule 3 - Contracted Out price and volume variance for HCC, YTD December 31,

87 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN Schedule 1 Financial Results by MOHLTC Envelope For the Nine Months Ending 12/31/2017 Year to Date Dec 31, 2017 Variance Var. Annual Forecast Variance Var YTD % 2017 Apr - March YTD % BUDGET ACTUAL Bud - Act Bud. BUDGET 2018 Bud - Forecast Bud. Explanation of Variances LHIN Home Care / Delivered Services Revenue $93,452,062 $92,632,845 (819,217) -1% $125,970,384 $125,561,869 (408,515) 0% YTD Dec deferred = 776K Salaries (incl. Direct Nursing, H2H) 14,779,021 13,992, ,246 5% 19,888,577 19,136, ,652 4% Benefits (incl. Direct Nursing, H2H) 3,489,533 3,230, ,909 7% 4,746,942 4,571, ,828 4% Contracted Out Patient Services (Note 1) 68,986,334 68,566, ,740 1% 93,084,168 93,336,490 (252,322) 0% nursing pressures offset by new funding above Medical Supplies & Equipment (MSE) 4,968,466 5,537,200 (568,734) -11% 6,603,042 7,296,968 (693,926) -11% Due to higher nursing costs/pressures Supplies & Sundry 1,176, , ,414 37% 1,578,449 1,181, ,273 25% Q4 spending if not required to offset service pressures Equipment 29,060 8,841 20,219 70% 38,850 8,840 30,010 77% Q4 spending if not required to offset service pressures Amortization 22,767 22, % 30,356 30, % Total Expenses LHIN Home Care / Delivered Services 93,452,063 92,098,269 1,353, ,970, ,561, ,515 Net Surplus / Deficit LHIN Home Care Services 534, , Note 1 Home Care services includes: Contracted Out services, Clinics, Hospice, Aphasia LHIN Operations (Note 2) Revenue 2,487,295 2,473,772 (13,523) -1% 3,318,811 3,333,372 14,561 0% YTD Dec deferred =75K Salaries 1,867,713 1,724, ,207 8% 2,490,280 2,441,250 49,030 2% Benefits 394, ,775 70,606 18% 527, ,806 13,169 2% Supplies & Sundry 220,170 92, ,051 58% 293, ,316 (83,467) -28% Underspending early in year, most costs incurred Q3/Q4 Equipment 5,031 5, % 6, , % Total Expenses LHIN Operations 2,487,295 2,140, ,895 3,318,811 3,333,372 (14,561) Net Surplus / Deficit LHIN Operations 333, , Note 2 LHIN Operations include: Planning, Funding, Integration, ER/ALC, DRCC, Palliative, BSO Director LHIN Initiatives (Note 3) Revenue 892, ,441 (313,137) -35% 1,210,909 1,056,590 (154,319) -13% Health Links funding unconfirmed, Budget=0 YTD Dec deferred = 313K Salaries 795, , ,833 31% 1,077, , ,023 18% Health Links funding unconfirmed, Budget=0 Benefits 65,061 77,802 (12,741) -20% 90, ,176 (54,893) -61% Health Links funding unconfirmed, Budget=0 Supplies & Sundry 31,674 12,518 19,156 60% 42,709 27,520 15,189 36% Total Expenses LHIN Initiatives 892, , ,248 1,210,909 1,056, ,319 Net Surplus / Deficit LHIN Initiatives -57,889 (57,889) 0 0 Note 3 Clinical Leads, FLS, Aboriginal, Patients First SD/Pan LHIN support LHIN Digital Health Revenue 684, ,318 (188,682) -28% 912, ,000 (1) 0% YTD Dec deferred = 189K Salaries 388, ,471 55,230 14% 518, ,773 15,492 3% Benefits 81,621 71,848 9,773 12% 108, ,174 (5,339) -5% Supplies & Sundry 169,425 89,999 79,426 47% 225, ,053 (10,153) -4% Equipment 44,253 44, % 59,000 59, % Total Expenses LHIN Digital Health 684, , , , ,000 1 Net Surplus / Deficit LHIN Digital Health

88 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN Schedule 1 Financial Results by MOHLTC Envelope For the Nine Months Ending 12/31/2017 Year to Date Dec 31, 2017 Variance Var. Annual Forecast Variance Var YTD % 2017 Apr - March YTD % BUDGET ACTUAL Bud - Act Bud. BUDGET 2018 Bud - Forecast Bud. Explanation of Variances Integrated LHIN Administration (Note 4) Revenue 8,228,635 8,298,566 69,931 1% 10,934,111 11,003,513 69,402 1% Salaries 4,368,387 4,551,863 (183,476) -4% 5,780,418 5,998, ,158-4% Benefits 983, , ,816 22% 1,316,485 1,140, ,707 13% Reversal of severance accrual Supplies & Sundry 1,155,799 1,204,084 (48,285) -4% 1,542,001 1,684, ,866-9% Underspending early in year, most costs incurred Q3/Q4 Equipment 327, ,838 86,702 26% 437, , ,975 29% Underspending early in year, most costs incurred Q3/Q4 Facilities 1,191,240 1,166,229 25,011 2% 1,588,326 1,578,962 9,364 1% Amortization 202, ,252 (13,817) -7% 269, ,492-18,424-7% Total Expenses Integrated LHIN Administration 8,228,635 8,148,684 79,951 10,934,111 11,003,514-69,403 Net Surplus / Deficit LHIN Administration 149, , Note 4 Exec, Goverance, IT, Facilities, Finance, HR, SPO contracts Quality/Risk TOTAL REVENUE Central West LHIN 105,744, ,479,942 (1,264,628) 142,346, ,867, ,872 TOTAL EXPENSES Central West LHIN 105,744, ,520,001 2,224, ,346, ,867, ,871 Net Surplus - Deficit 959, ,

89 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Contracted Out Patient Services Schedule 2 December Cost of Service YTD Budget YTD Actual Variance YTD Var. Annual Budget December December Budget-Actual % Budget In Home CO Personal Support 37,260,179 37,241,287 18, % 49,666,112 Nursing Visits 12,877,904 13,137,142 (259,238) (2.0%) 17,712,933 Nursing Shifts 5,037,903 5,070,069 (32,166) (0.6%) 6,855,636 Physiotherapy 3,381,638 3,021, , % 4,548,140 Occupational Therapy 1,593,300 1,780,757 (187,457) (11.8%) 2,192,251 Respite (PSW) 1,165, , , % 1,546,496 PT Excercise & Falls 333, ,177 1, % 448,200 Speech Language Pathology 241, ,309 9, % 322,314 Social Work 212, ,991 8, % 283,208 Nutrition 169, ,196 (8,640) (5.1%) 226,270 Respiratory Services 8,498 10,977 (2,479) (29.2%) 11,340 In Home CO Total 62,281,369 62,026, , % 83,812,900 Schools CO Personal Support 1,363,319 1,358,363 4, % 1,880,783 Nursing Visits 1,095,015 1,091,631 3, % 1,510,640 Nursing Shifts 1,015, , , % 1,455,579 Occupational Therapy 781, ,093 (97,410) (12.5%) 1,078,380 Physiotherapy 165, ,591 27, % 228,271 Speech Language Pathology 106,724 75,546 31, % 147,052 Schools CO Total 4,527,974 4,408, , % 6,300,705 Nursing Clinic 1,166,803 1,173,986 (7,183) (0.6%) 1,552,000 Residential Hospice Expenses 846, ,156 (16,319) (1.9%) 1,129,112 P4R 105,165 36,749 68, % 175,125 Aphasia 58,185 58, % 77,577 Grand Total 68,986,333 68,566, , % 93,047,419 89

90 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Contracted Out Patient Services Schedule 3 YTD December 31, 2017 Units of Service % OF ANNUAL USAGE AVER $ PER UNITS YTD YTD Variance Analysis YTD Net Variance YTD Budget YTD Actual Variance YTD Var. Annual Price Volume December December Budget-Actual % Budgeted % of annual Budget YTD Actual YTD (Budgeted - Actual) (Budgeted - Actual) Budget - Actual Budget Units Units used $ per unit $ per unit x actual volume x budgeted price In Home CO Personal Support 1,061,261 1,065,583 (4,322) (0.4%) 1,414,722 75% $35.11 $ ,642 (151,750) 18,892 Nursing Visits 200, ,010 (4,792) (2.4%) 275,390 74% $64.32 $ ,971 (308,209) (259,238) Nursing Shifts 94,562 94,851 (289) (0.3%) 128,571 74% $53.28 $53.45 (16,776) (15,390) (32,166) Physiotherapy 34,805 30,070 4, % 46,811 64% $97.16 $ (100,303) 460, ,758 Occupational Therapy 12,353 14,039 (1,686) (13.6%) 16,996 83% $ $ ,016 (217,473) (187,457) Respite 33,228 23,317 9, % 44,097 53% $35.07 $ , ,703 PT Excercise & Falls 11,136 10, % 14,817 72% $29.93 $31.25 (14,040) 15,202 1,162 Speech Language Pathology 1,728 1,795 (67) (3.9%) 2,306 78% $ $ ,620 (9,390) 9,230 Social Work 1,340 1, % 1,788 71% $ $ (2,696) 10,927 8,231 Nutrition 1,441 1,503 (62) (4.3%) 1,923 78% $ $ (1,387) (7,253) (8,640) Respiratory Services (18) (28.7%) 84 96% $ $ (43) (2,436) (2,479) In Home CO Total 1,452,136 1,448,148 3, % 1,947,505 74% 133, , ,996 Schools CO Personal Support 3,955 2,671 1, % % $26.99 $28.28 (3,470) 34,648 31,178 Nursing Visits 8,689 9,504 (815) (9.4%) % $89.96 $92.50 (24,090) (73,320) (97,410) Nursing Shifts 17,888 15,735 2, % % $56.78 $ , , ,845 Occupational Therapy 18,531 18, % % $59.09 $59.27 (3,207) 6,591 3,384 Physiotherapy 1,282 1, % % $ $ (680) 28,555 27,875 Speech Language Pathology 10,598 10,772 (174) (1.6%) % $ $ ,396 (22,440) 4,956 Schools CO Total 60,943 58,162 2, % 85,000 68% 23,538 96, ,828 Nursing Clinic (7,183) Residential Hospice Expenses (16,319) Aphasia 2 P4R 68,416 Grand Total 1,513,079 1,506,311 6, % 2,032,505 74% 156, , ,740 90

91 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Briefing Note Presented to: Central West LHIN Board of Directors Agenda number: 6.2 Subject: Amending Agreement for External Auditor for Fiscal Year Purpose: For Approval Date: January 24, 2018 Key contact: Brock Hovey Recommended Motion: That the Central West Local Health Integration Network Board of Directors, as recommended by the Finance and Audit Committee, authorizes the LHIN Board Chair and the LHIN CEO to execute, on behalf of the LHIN, the Amending Agreement substantially in the form attached, amending the Auditing Services Agreement between the LHIN and Deloitte and Touche LLP that originally took effect in Background Summary: The purpose of this Briefing Note is to provide LHINs with the amending agreement to approve Deloitte and Touche LLP ( Deloitte ) as the Auditor for the expanded organization for fiscal year. LHIN CEO Council approved HSSOntario to undertake a procurement process on behalf of the LHINs for the provision of auditing services for fiscal year. HSSOntario explored three options: 1. Pursue a scope change request to the existing provincial contract 2. Establish a new Vendor of Record (VOR) for LHINs and HSSOntario 3. Use Existing Ministry of Government and Consumer Services (MGCS) Provincial Enterprise-wide VOR Arrangements On October 19, 2017, LHIN CEO Council approved the recommendation to proceed with Option 1, continue with the provincial contract between LHINs and Deloitte that originally took effect in The procurement process is complete and final approval from the Deputy Ministry Office has been awarded to use Deloitte as our Auditor. OVERVIEW OF THE PROCUREMENT PROCESS AND MINISTRY APPROVAL HSSOntario reviewed the current contract with Deloitte that was procured centrally in 2012 through LSSO as a common service. Through articles within the current contract, HSSOntario pursued the option to increase the scope of contract (combined LHINs and CCACs) and negotiate the price accordingly. 91

92 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE HSSOntario conducted two rounds of negotiation with Deloitte. The overall fees represent a 34 percent reduction in the combined audit fees of the LHIN/CCAC over the prior year. In order to continue with the procurement approach/process, HSSOntario requested appropriate approval for the procurement from the Ministry. The Ministry provided approval to proceed on January 15, Options Considered: As noted above. Impact Analysis: Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): Each LHIN shall use the attached amending agreement and amending agreement motion prepared by LHIN Legal, according to each LHINs respective policy, to approve Deloitte as the Auditor for fiscal year. A fully executed amending agreement to be forwarded to HSSOntario for their records Attachments: Amending Agreement LHIN External Auditor 2 92

93 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE AMENDING AGREEMENT THIS AMENDING AGREEMENT (THE AGREEMENT ) IS MADE AS OF THE [INSERT DATE.]. B E T W E E N: CENTRAL WEST LOCAL HEALTH INTEGRATION (THE LHIN ) AND DELOITTE AND TOUCHE LLP (THE AUDITOR ) WHEREAS THE LHIN AND THE AUDITOR (TOGETHER THE PARTIES ) ENTERED INTO AN AUDITING SERVICES AGREEMENT THAT TOOK EFFECT IN 2012 (THE AUDIT AGREEMENT ); AND WHEREAS PURSUANT TO VARIOUS AMENDING AGREEMENTS THE TERM OF THE AUDIT AGREEMENT HAS BEEN EXTENDED TO MARCH 31, 2018; AND WHEREAS THE LHIN AND THE AUDITOR HAVE AGREED TO AMEND THE FEES FOR THE FISCAL YEAR UNDER THE AUDIT AGREEMENT; NOW THEREFORE in consideration of mutual promises and agreements contained in this Agreement and other good and valuable consideration, the parties agree as follows: 1.0 DEFINITIONS. EXCEPT AS OTHERWISE DEFINED IN THIS AGREEMENT, ALL TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE AUDIT AGREEMENT. REFERENCES IN THIS AGREEMENT TO THE AUDIT AGREEMENT MEAN THE AUDIT AGREEMENT AS AMENDED AND EXTENDED. 2.0 Amendments. The section B.1 of Schedule 1 of the Audit Agreement is hereby amended by adding the following: The maximum fee for audit services to be provided in accordance with the Audit Agreement for the year ending March 31, 2018 is $27, If translation of the audit is required by the LHIN, the maximum fee for such translation is $2, EFFECTIVE DATE. THE AMENDMENT SET OUT IN ARTICLE 2 SHALL TAKE EFFECT ON [INSERT DATE.]. ALL OTHER TERMS OF THE AUDIT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. 4.0 Governing Law. This Agreement and the rights, obligations and relations of the Parties will be governed by and construed in accordance with the laws of the AUDIT AGREEMENT AMENDING AGREEMENT PAGE 1 93

94 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Province of Ontario and the federal laws of Canada applicable therein. 5.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 6.0 ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN REPRESENTATIONS AND AGREEMENTS. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SET OUT BELOW. CENTRAL WEST LOCAL HEALTH INTEGRATION NETWORK BY: Scott McLeod, CEO I have authority to bind the LHIN. TITLE Carmine Domanico, Board Chair I have authority to bind the LHIN. TITLE DATE DATE DELOITTE AND TOUCHE LLP BY: [NAME], I have authority to bind Deloitte and Touch LLP. TITLE DATE AUDIT AGREEMENT AMENDING AGREEMENT PAGE 2 94

95 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Briefing Note Presented to: Agenda number: 6.2 Central West LHIN Board of Directors Subject: Health Service Provider Funding as at November 30, 2017 Purpose: For Approval Date: January 24, 2018 Key contact: Recommended Motion: Brock Hovey, Vice President Corporate Services, Accountability & Quality, Corporate Services, Accountability & Quality Michael Buchert, Director Funding and Allocation That the Central West LHIN Board of Directors approve the Ministry LHIN Accountability Agreement (MLAA) Health Service Provider Funding Report as at November 30, 2017, as recommended by the Central West LHIN Finance and Audit Committee. Background Summary This Report includes the detail by Health Service Provider Funding reconciled to the November 30, 2017 MLAA. To update the Central West LHIN Board of Directors of the 2017/18 Central West LHIN - Health Service Provider funding for the period of April 1, 2017 to November 30, The attached Schedules provide funding details as follows: Schedule A Sorted by sector and by HSP 1. HSP opening base funding as at April Base funding approval since April 3. Revised total base funding 4. One time funding approval from April to November 30, Total funding approved as at November 30, 2017 Schedule B Provides additional detail in support of Schedule A, allocated by sector, program and major funding type in Column (3) (Base Funding) & (4) (One time Funding). Tables reconcile to Ministry MLAA funds as at November 30, December Report is not available till end of January. 95

96 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Options Considered: N/A Impact Analysis (please check all that apply): Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): N/A Attachments: Schedule A /2018 Health Service Providers funding Approvals April to November 30, 2017 Schedule B /2018 Health Service Provider Funding Detail by Sector from April to November 30,

97 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West Local Health Integration Network Health Service Provider Funding Detail MLPA as at November 30, 2017 Schedule A Sector Health Service Provider Name April 1, 2017 Opening MLPA Subsequent Base Funding Announcements Revised Base Funding One Time Funding Total Funding 1 2 3= =3+4 Hospital HEADWATERS HEALTH CARE CENTRE (HHCC) 42,106,600 1,922,643 44,029,243 2,148,850 46,178,093 Hospital WILLIAM OSLER HEALTH SYSTEM (WOHC) 507,799,324 16,984, ,783,722 11,598, ,382,323 - Total Hospital 549,905,924 18,907, ,812,965 13,747, ,560,416 CSS BETHELL HOSPICE 257,680 1, , ,969 CSS HOSPICE DUFFERIN 71, ,467 71,467 CSS CANES COMMUNITY CARE 2,435,280 12,177 2,447, ,188 3,003,645 CSS CALEDON MEALS ON WHEELS 347,947 1, , ,687 CSS ALZHEIMER SOCIETY OF DUFFERIN COUNTY 976,729 (169,648) 807, ,081 CSS UNITED ACHIEVERS COMMUNITY SERVICES 63, ,189 64,189 CSS ALZHEIMER SOCIETY O F Peel 684,210 3, , ,632 CSS BRAMPTON MEALS ON WHEELS 277,575 1, , ,963 CSS COUNTY OF DUFFERIN 936,194 4, , ,875 CSS REGIONAL MUNICIPALITY OF PEEL 2,328,594 1,205,275 3,533, ,944 3,717,813 CSS PUNJABI COMMUNITY HEALTH SERVICES 987,981 4, , ,921 CSS PEEL CHESHIRE HOMES INC 382,323 1, , ,235 CSS HOLLAND CHRISTIAN HOMES INC 133, , ,767 CSS CALEDON COMMUNITY SERVICES 1,120,930 5,605 1,126,535 1,126,535 CSS WILLIAM OSLER HEALTH SYSTEM 104, , ,871 CSS RICHVIEW COMMUNITY CARE SERVICES CORPORATION 390,019 1, , ,970 CSS INDUS COMMUNITY SERVICES OF PEEL 860,329 4, , ,631 CSS SERVICES AND HOUSING IN THE PROVINCE 488,375 2, , ,817 Total Community Support Services 12,846,596 1,083,340 13,929, ,132 14,670,068 ALSSH CANES COMMUNITY CARE 4,754,045 23,771 4,777,816 4,777,816 ALSSH PEEL SENIOR LINKS 663,908 3, , ,228 ALSSH DUFFERIN COUNTY COMMUNITY SUPPORT SERVICES 574,620 2, , ,494 ALSSH PEEL CHESHIRE HOMES INC 811,630 4, , ,689 ALSSH HOLLAND CHRISTIA447797N HOMES INC 743,975 3, , ,695 ALSSH CALEDON COMMUNITY SERVICES 2,113,341 10,567 2,123,908 2,123,908 ALSSH RICHVIEW COMMUNITY CARE SERVICES CORPORATION 1,368,201 6,842 1,375,043 1,375,043 Total Assisted Living in Supportive Housing 11,029,720 55,153 11,084,873-11,084,873 CMHP/SF CANADIAN MENTAL HEALTH ASSOCIATION - PEEL BRANCH 15,186, ,086 15,461, ,000 15,711,375 CMHP FRIENDS & ADVOCATES-PEEL 871,720 4, , ,079 CMHP/SF PUNJABI COMMUNITY HEALTH SERVICES 574,495 2, ,238 89, ,588 CMHP FAMILY TRANSITION PLACE 187, , ,169 CMHA/POMS/SF WILLIAM OSLER HEALTH SYSTEM 3,534,420 13,442 3,547,862 3,547,862 SF REXDALE COMMUNITY HEALTH CENTRE 51,840 51,840 51,840 CMHP/SF SERVICES AND HOUSING IN THE PROVINCE(INCLUDES PEACE RANCH) 13,160, ,047 13,690,277 13,690,277 Total Community Mental Health Services 33,566, ,614 34,392, ,350 34,732,190 SAP CANADIAN MENTAL HEALTH ASSOCIATION - PEEL BRANCH 768, ,068 1,075, ,700 1,315,893 SAP/SF PUNJABI COMMUNITY HEALTH SERVICES 703,514 3, , ,902 SAP FAMILY TRANSITION PLACE 98, ,244 99,244 SAP GOVERNING COUNCIL OF THE SALVATION ARMY IN CANADA 964,029 21, ,430 27,000 1,012,430 SAP/SF/PG WILLIAM OSLER HEALTH SYSTEM 3,311,114 29,608 3,340,722 3,340,722 SAP SERVICES AND HOUSING IN THE PROVINCE 258,320 1, , ,612 Total Addictions Services 6,103, ,251 6,467, ,700 6,734,803 CHC WELLFORT COMMUNITY HEALTH SERVICES 6,177, ,786 6,641,908 60,000 6,701,908 CHC REXDALE COMMUNITY HEALTH CENTRE 6,227, ,637 6,437,879-6,437,879 - Total Community Health Centre 12,404, ,423 13,079,787 60,000 13,139,787 LTC VERA M. DAVIS - PEEL HOUSING CORP. 2,857,200 70,299 2,927,499 2,927,499 LTC AVALON CARE CENTRE ONTARIO INC. 5,908, ,585 6,045,641 6,045,641 LTC EXTENDICARE BRAMPTON 7,613, ,924 7,772,360 7,772,360 LTC KING NURSING HOME 4,161,720 84,926 4,246,646 4,246,646 LTC PINE GROVE LODGE 5,106, ,896 5,209,896 5,209,896 LTC BURTON MANOR ONTARIO INC. 6,034, ,274 6,153,990 6,153,990 LTC DUFFERIN OAKS HOME FOR SENIOR CITIZENS - CORPORATION OF THE COUNTY OF DUFFERIN 7,607, ,874 7,759,394 15,392 7,774,786 LTC SIENNA SENIOR LIVING- WOODBRIDGE Vista CARE COMMUNITY 10,778, ,022 10,996,242 10,996,242 LTC SIENNA SENIOR LIVING - DEERWOOD CREEK CARE COMMUNITY 7,957, ,324 8,127,728 8,127,728 LTC SIENNA SENIOR LIVING - HAWTHORN WOODS CARE COMMUNITY 8,354, ,857 8,519,317 8,519,317 LTC SIENNA SENIOR LIVING - MAPLE GROVE CARE COMMUNITY 7,694, ,121 7,853,749 7,853,749 LTC KIPLING ACRES 10,925,436 7,437,576 18,363,012 18,363,012 LTC PEEL MANOR LONG TERM CARE FACILITY - REGIONAL MUNICIPALITY OF 8,135, ,078 8,735,238 7,000 8,742,238 LTC PEEL MALTON VILLAGE LONG-TERM CARE CENTRE 8,139, ,652 8,304,516 8,304,516 LTC TALL PINES LONG TERM CARE CENTRE - REGIONAL MUNICIPALITY OF PEEL 7,678, ,577 7,832,425 7,832,425 LTC VIGOUR LIMITED PARTNERSHIP - TULLAMORE CARE COMMUNITY 7,350, ,451 7,501,631 7,501,631 LTC WESTSIDE 9,932, ,573 10,160,285 10,160,285 LTC HUMBER VALLEY TERRACE - REVERA LONG TERM CARE INC. 7,475, ,602 7,633,858 7,633,858 LTC FAITH MANOR - HOLLAND CHRISTIAN HOMES INC 4,898, ,344 5,007,272 5,007,272 17/01/

98 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Sector Health Service Provider Name April 1, 2017 Opening MLPA Subsequent Base Funding Announcements Revised Base Funding One Time Funding Total Funding 1 2 3= =3+4 LTC GRACE MANOR - HOLLAND CHRISTIAN HOMES INC. 5,665, ,324 5,776,752 5,776,752 LTC VILLAGE OF SANDALWOOD PARK (THE) - SCHLEGEL VILLAGES INC. 5,971, ,516 6,096,484 6,096,484 LTC WOODHALL PARK - ROYALE DEVELOPMENT LP 6,528, ,385 6,786,033 6,786,033 LTC SHELBURNE LONG TERM CARE HOME 2,968,872 64,781 3,033,653 3,033,653 Total Long Term Care 159,744,660 11,098, ,843,621 22, ,866, Grand Sectors 785,601,342 33,009, ,611,125 15,177, ,788,150 Percentage base funding change and Percentage overall change 4.20% 6.1% Unallocated to date: Opening Base Funds New Base Funding New One Time Funding Distributed above Balance for Distribution Hospitals unalloc HSFR: LHIN-Managed QBP Growth Funding 53,231 53,231 CSS unalloc 2017/2018 Opening Annualized Base Allocation 3,434 3,434 CSS unalloc Models of Palliative Care for the Homeless Population 100, ,000 CSS unaloc one time recovery 25,790 25,790 ALSSH unalloc 2017/2018 Opening Annualized Base Allocation 752,453 (707,453) 45,000 SAP unalloc 2017/2018 Opioid - Addictions Treatment (Base) - 1,000,000 (600,947) 399,053 CHC unalloc 2017/2018 Opening Annualized Base Allocation 12,450 12,450 LTC unalloc 2017/ New BSO FTE and Training 447,845 (161,409) 286,436 - Unallocated Initiatives - Urgent Priority Funding 473, ,700 Prior year residual community funding 251,844 (105,000) 146, Targeted Community Investment 789,900 (678,411) 111, Mental Health Targeted Community Investments 526,600 (526,600) Wound Care-Offloading Devices 167, , Health Links 1,200,000 (748,963) 451,037 Total To be allocated 1,493,881 4,185, ,790 (3,528,783) 2,276,364 Grand Total Sector & TBD 11,648, ,064,514 17/01/

99 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN - MLAA Health Service Provider Funding Details by Sector April to November 30, 2017 Schedule B Provider Initiative Base Onetime Additional Information Hospitals Headwaters Health Care Centre (HHCC) Impact of Health Based Allocation Methodology (HBAM) Contribution Change on Non- Health System Funding Reform(HSFR) Base including impact and new investment HSFR: LHIN-Managed Quality-Based Procedures (QBP's) Funding Impact (177,465) 2017/18 HBAM Contribution Change resulted in a net reduction 250,865 Funding to address QBP allocations HSFR: LHIN-Managed QBP Growth Funding 189,243 Funding to address high growth in QBPs Investment for Medium-Sized Hospitals 447,500 Additional HSFR funding to address medium size hospital operating pressure. Investment for High-Growth Hospitals 288,100 Additional HSFR funding to address medium size hospital operating pressure. One-Time Sustainability Investment 183,100 Additional Funding to ensure minimum 2% increase Community Paramedicine (Base) 312,500 New investment in Community Paramedicine Post Construction Operating Plan (PCOP) (Base) 611,900 Funding to support operations of Ambulatory Care Unit redevelopment Sexual Assault & Domestic Violence Treatment Centres 28,100 Counselling services in hospital specific to Sexual Assault and Domestic Violence Emergency Department Pay for Results 1,222,600 Various projects related to Emergency Room & Alternate Level of Care strategy Critical Care Mid-Career Nurse Training Fund 6,300 Critical Care Nurse Training Program Targeted Surge Beds (8 beds) 548,000 To address winter month surges Health Link Funding 152,650 Funding to support for coordination of care for complex patients and enhancing patient outcomes Municipal Taxation Grant 8,100 Municipal Taxation Grant Sub Total 1,922,643 2,148,850 William Osler Health System (Osler) Impact of HBAM Contribution Change on Non-HSFR Base and Base impacts 845,607 New investment in HBAM net of adjustment impacts HSFR: LHIN-Managed QBP Funding Impact 151,193 Funding to address QBP allocations HSFR: LHIN-Managed QBP Growth Funding 773,936 Funding to address high growth in QBPs HSFR: High Priority for Primary Unilateral Hip & Knee 462,062 Funding to address additional volumes Investment for High-Growth Hospitals 3,546,200 Additional HSFR funding to address hospital operating pressure. Base Sustainability Investment 3,224,200 Additional Funding to ensure minimum 2% increase One-Time Sustainability Investment 3,345,100 Additional Funding to ensure minimum 2% increase Provincial Programs: Cardiac (Base) 941,700 Funding to address additional volumes Post Construction Operating Plan (Base) 7,039,500 Funding to support operations of the Peel Memorial Site redevelopment Integrated Funding Models 175,000 To cover infrastructure cost for Osler's Hospital to Home program Emergency Department Pay for Results 2,611,700 Various projects related to Emergency Room & Alternate Level of Care(ALC) strategy Wait Times Volumes: Magnetic Resonance Imaging (MRI) 99,060 Additional funding to reduce MRI wait times Hours Critical Care Mid-Career Nurse Training Fund 181,600 Nurse Training Program Targeted Surge Beds (59 Beds) 3,793,500 To address winter month surges Sector Reallocations from unallocated Assisted Living Serv-Supportive 707,453 Assess and Restore Service Initiative Housing(ALSSH) Health Link Funding 596,313 Funding to support for coordination of care for complex patients and enhancing patient outcomes Municipal Taxation Grant 88,875 Municipal Taxation Grant Sub Total 16,984,398 11,598,601 Hospital Total 18,907,041 13,747,451 Community Support Services (CSS) CANES COMMUNITY CARE 556, Targeted Community Investments - One-time (Dialysis Transportation) $105K + Short-term Transitional Care Model Pilot Project $343K + Home at Last funding to address pressures $108K 17/01/

100 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN - MLAA Health Service Provider Funding Details by Sector April to November 30, 2017 Schedule B Provider Initiative Base Onetime Additional Information ALZHEIMER SOCIETY OF DUFFERIN COUNTY (173,664) Program Transfer to CMHA Peel - MH programming REGIONAL MUNICIPALITY OF PEEL 1,186, ,944 Base Funding for Adult Day Programming Annualized from effective May 15, 2017 plus Beds in Abeyance Funding One time for same program ALL HEALTH SERVICE PROVIDERS 70,193 1% base increase (as of October 01, 2017) - from Community Funding Total CSS 1,083, ,132 Assisted Living In Supportive Housing (ALSSH) Community Mental Health (CMH) ALL HEALTH SERVICE PROVIDERS 55,153 1% base increase (as of October 01, 2017) - from Community Funding Total ALSSH 55,153 - CANADIAN MENTAL HEALTH ASSOCIATION - PEEL BRANCH 198, ,000 Base Program Transfer from Alzheimer's Dufferin plus 1% $173K Base increase - Release from Custody Funding increase $25K One time funding Rotman Funding $250K PUNJABI COMMUNITY HEALTH SERVICES 89,350 To support Peer Support Co-ordination 2 year Model for assessment (Year 2 funding) SERVICES AND HOUSING IN THE PROVINCE(INCLUDES PEACE RANCH) 463,609 Funding to support operations of PEACE RANCH and SERVICES AND HOUSING IN THE PROVINCE amalgamation $211K ALL HEALTH SERVICE PROVIDERS 164,341 1% base increase (as of October 01, 2017) - from Community Funding Total CMH 826, ,350 17/01/

101 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN - MLAA Health Service Provider Funding Details by Sector April to November 30, 2017 Schedule B Provider Initiative Base Onetime Additional Information Addictions CANADIAN MENTAL HEALTH ASSOCIATION - PEEL BRANCH 303, ,700 Base Opioid Treatment Funding and One time start up costs GOVERNING COUNCIL OF THE SALVATION ARMY IN CANADA 16,580 27,000 Base Funding for Program expansion to service Opioid clients and One time Opioid Treatment Program funding to support shelters (Pilot Program) WILLIAM OSLER HEALTH SYSTEM 13,440 One time Opioid Treatment Program funding to enhance NP supports ALL HEALTH SERVICE PROVIDERS 30,004 1% base increase (as of October 01, 2017) - from Community Funding Total Addictions 363, ,700 Community Health Centre (CHC) WELLFORT COMMUNITY HEALTH SERVICES 433,900 60,000 REXDALE COMMUNITY HEALTH CENTRE 179,500 - ALL HEALTH SERVICE PROVIDERS 62,023 - Total CHC 675,423 60,000 Base Recruitment and Retention to address wage and benefit increases $240K Base Rent increase funding for Malton Satellite - $194K One Time funding for Capital related to Malton Satellite $60K Base Recruitment and Retention funding to address wage and benefit increases 1% base increase (as of October 01, 2017) - from Community Funding Long Term Care Homes (LTC) KIPLING ACRES 7,096,659 Base Adjustment funding as Home becomes fully operational Effective May 15, 2017 after rebuild ALL PROVIDERS 3,313,579 2% of Resident Care Needs Increase for with Case Mix Index (CMI) adjustment PEEL MANOR LONG TERM CARE FACILITY - REGIONAL 122,853 Attending Nurse practitioner Funding MUNICIPALITY OF PEEL WOODHALL PARK - ROYALE DEVELOPMENT LP 122,853 Attending Nurse practitioner Funding ALL PROVIDERS 7,780 Behavioural Support Ontario (BSO) Retention Funding MULTIPLE PROVIDERS 435,237 22,392 BSO - New Funding to expand Nursing and Personal Support Worker (PSW) services inclusive of one time funding for Training Funds of $22.3K Total LTC 11,098,961 22,392 Total Transfer payments 33,009,783 15,177,025 Initiatives (unallocated to date) 2017/18 as at November 30, 2017 Hospitals unalloc HSFR: LHIN-Managed QBP Growth Funding 53,231 LHIN to review with In year reallocation process for QBP's in Q4 CSS unalloc 2017/2018 Opening Annualized Base Allocation 3,434 to be utilized as part of in year reallocation process in Q4 CSS unalloc Models of Palliative Care for the Homeless Population 100,000 Home and Community Care currently developing plan for utilization in Q4 CSS unallocated one time funding 25,790 to be utilized as part of in year reallocation process in Q4 ALSSH unalloc 2017/2018 Opening Annualized Base Allocation 45,000 to be utilized as part of in year reallocation process in Q4 Substance Abuse Program(SAP) unalloc Opioid - Addictions Treatment (Base) 399,053 Opioid Funding(restricted funding) CHC unalloc 20178/2018 Opening Annualized Base Allocation 12,450 to be utilized as part of in year reallocation process in Q4 LTC New BSO FTE and Training 286,436 Funds for additional BSO nurses/psw and training balance-(restricted funds) Fully Allocated for Unallocated Initiatives Urgent Priority Funding 473,700 to be utilized to address Hospital Pressures Residual Community Funding Prior Year 146,844 Balance is available on a one time basis for in year pressures Targeted Community Investment 111,489 LHIN planning currently underway to develop strategy for investment 17/01/

102 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Central West LHIN - MLAA Health Service Provider Funding Details by Sector April to November 30, 2017 Schedule B Provider Initiative Base Onetime Additional Information Wound Care-Offloading Devices 167,900 Funding for diabetic ulcers treating devices Health Links 451,037 Funding to support for coordination of care for complex patients and enhancing patient outcomes - Balance of funding to be allocated in Q4 Total unallocated Total 1,699, ,827 17/01/

103 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Briefing Note Presented to: Agenda number: 6.2 Subject: Purpose: Central West LHIN Board of Directors Amendment GP013 Delegation of Authority Non-Financial Decisions For Approval Date: Wednesday, January 24, 2018 Key contact: Scott MacLeod, CEO Brock Hovey, Vice President Corporate Services, Accountability & Quality Recommended Motion: That, as recommended by the Finance & Audit Committee, The Central West LHIN Board of Directors approve the Delegation of Non-Financial Decisions Policy (DOA-NFD) GP013 as amended effective January 24, Background Summary: The Board Policies are reviewed on an annual cycle to ensure ongoing compliance with the legislative changes and best practice. The Policy was last reviewed and updated at the April 26, 2017 of the Central West LHIN Board of Directors. The Policy indicates the scope of items delegated to the CEO to make decisions and report them to the Board of Directors at the next Board meeting. Updates to the Policy are as follows: The current DOA-NFD GP013 requires that the SAA templates (form of the agreement) be reviewed and approved by the Board of Directors and then authorize the Chair and CEO to execute A further review of the process associated with the Development of the SAA agreements highlights that all LHIN s are required to have the same agreement for the various forms of SAA and SPO agreements. The development of the Agreements is part of the common process for all LHIN s. A full legal review by LHIN Legal results in an agreement document that has little room for substantial local change to the agreement template. The Central West LHIN Governance committee at its January 2017 meeting discussed the efficacy of a full governance approval process given the restricted inability to alter the form of agreements and supported delegation to the CEO. Such delegation has been granted to CEOs in a number of other LHINs Recommended Change: Reference to Form of Agreement for both SAA and SPO be delegated to the CEO for execution. Options Considered: N/A 103

104 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE Impact Analysis (please check all that apply): Alignment with Strategic Priorities Build Integrated Networks of Care Drive Quality and Value Connect and Inform Demonstrate System Leadership Governance Best Practice Operational Excellence Enterprise Risk Implementation Plan (Next Steps): Policy amendment implementation upon Board Approval Attachments: Delegation of Non-Financial Decisions to the CEO Policy GP013 redlined version 2 104

105 BOARD OF DIRECTORS' MEETING, WED., JANUARY 24, FIDUCIARY DIALOGUE GOVERNANCE POLICIES & PROCEDURES Category Number Policy Title Date Adopted Review Schedule Governance GP013 Delegation of Non- Financial Decisions to the CEO Date of Last Committee Review: Pending April 24, 2017 Pending BOD meeting Jan 24, 2018 Annually Date of Board Approval: Wed., April 26, 2017Wed, Jan 24, 2018 TABLE OF CONTENTS 1.0 PURPOSE POLICY PROCEDURE RESPONSIBILITY EVALUATION DEFINITIONS REFERENCES REVISION LOG PURPOSE: To outline the Central West LHIN Delegation of Decision Making Authority with respect to Non-Financial Decisions to the CEO. 2.0 POLICY: This policy outlines the scope of items delegated to the CEO to make decisions and report them to the Board of Directors at the next Board meeting. Decisions which are outside the scope described shall come to the Board for decision. Approved by Central West LHIN Board of Directors, Wed., April 26, 2017 Page 1 of 4 105