EL CAMINO HOSPITAL BOARD OF DIRECTORS Regular Meeting MINUTES The Regular Meeting of the Board of Directors of El Camino Hospital (the Hospital ) was called to order by John Zoglin, Chairman at 5:30 p.m. on Wednesday, in Conference Rooms E, F, & G, ground floor, El Camino Hospital, 2500 Grant Road, Mountain View, California. Roll call was taken. The Directors present were John Zoglin; Wesley Alles; Neal Cohen, MD (arrived at 5:50); Jeffrey Davis, MD; Patricia Einarson, MD (arrived at 5:40 p.m.); David Reeder; and Tomi Ryba. Director Nandini Tandon was absent. The meeting was videotaped. BOARD RECOGNITION: Resolution 2012-13 Action: Upon a motion duly made and seconded, Resolution 2012-13 was approved by a vote of four Directors in favor; Directors Cohen, Einarson and Tandon absent; and Director Ryba nonvoting. The Board wishes to recognize the accomplishments of the Inpatient Rehabilitation Center at El Camino Hospital Los Gatos. The Center recently celebrated its second anniversary with service volumes to the community increasing by 50%. The Board is also pleased to acknowledge the quality work of the staff at the Center that has led to outcomes that exceed both the regional and national benchmarks. ADJOURN TO CLOSED SESSION: Upon motion duly made, seconded, and approved by a vote of four Directors in favor; Directors Cohen, Einarson and Tandon absent and Director Ryba nonvoting, the Open Session of the meeting was adjourned to Closed Session at 5:35 p.m. pursuant to Gov t Code Section 54957.2 to approve the Closed Session minutes of the Regular Board Meeting (September 12, 2012), the Board Study Session (September 18, 2012), and Special Meetings (August 24, 2012 and August 25, 2012) and acceptance of the minutes of the Governance Committee Meetings (July 2, 2012, August 25, 2012 and September 4, 2012) and Executive Compensation Committee Meetings (August 7, 2012 and August 25, 2012); Health and Safety Code Section 32106(b) for report involving health care facility trade secrets for the development of new services and programs; Health and Saf ty Code Section 32106(b) for report involving health care facility trade secrets for the development of new services and programs, and Gov t Code Section 54957.6 meeting with labor negotiators Kenneth King and Tomi Ryba; Health and Safety Code Section 32106(b) for report involving health care facility trade secrets for the development of new services and programs; Health and Safety Code Section 32106(b) for report involving health care facility trade secrets for the development of new services and programs, and Medical Staff Quality Assurance Committee, Health and Safety Code Section 32155 for a report and discussion of Medical Staff quality assurance matters.
Page 2 CLOSED SESSION The Board completed its business of the Closed Session at 7:40 p.m. RECONVENE OPEN SESSION The Board reconvened Open Session at 7:45 p.m. CLOSED SESSION REPORTS: Director Zoglin reported on the following actions taken in Closed Section, which are required to be disclosed in Open Session: Consent Calendar The Board reviewed and approved the Consent Calendar Closed Session items as follows: Approval of the minutes of the Regular Meeting (September 12, 2012), and the Board Study Session (September 18, 2012); Special Meetings (August 24, 2012 and August 25, 2012) and Corporate Compliance and Internal Audit Committee (June 19, 2012); acceptance of the minutes of the Executive Compensation Committee meetings (August 7, 2012 and August 25, 2012); and the Governance Committee meetings (July 2, 2012, August 25, 2012 and September 4, 2012) as amended, by a vote of four Directors in favor; Directors Cohen, Einarson, Tandon absent; and Director Ryba nonvoting. Medical Staff Report The Board reviewed and approved the Medical Staff Executive Committee Reports (general and executive sessions) of September 27, 2012 as presented by Dr. Neeraj Kochhar, Chief of Staff, by a vote of six Directors in favor; Director Tandon absent; and Director Ryba nonvoting. The Credentials and Privileges Report for August was also approved by a vote of six Directors in favor, Director Tandon absent and Director Ryba nonvoting. SEIU-UHW Tentative Agreement: The Board reviewed and approved by a vote of six Directors in favor, Director Tandon absent and Director Ryba nonvoting the terms of the ratified tentative agreement between El Camino Hospital and SEIU United Healthcare Workers West. OPEN SESSION CONFLICT OF INTEREST DISCLOSURES: Director Zoglin asked if there was any Board member or anyone in the audience who believes any Board member may have a conflict of interest on any of the items on the agenda. No conflict was stated.
Page 3 CONSENT CALENDAR: Director Zoglin stated that all items listed on the consent calendar are considered to be routine matters. One motion, a second and a vote may adopt all of the items listed on the Consent Calendar with no discussion unless requested by a Board Member, staff, or a member of the audience. At this time a member of the Board, staff, or the audience may request an item be added to or deleted from the Consent Calendar. Action: Upon a motion duly made and seconded, the following items on the Consent Calendar were approved or accepted as follows by a vote of six Directors in favor; Director Tandon absent and Director Ryba nonvoting: Minutes of the Regular Board Meeting (September 12, 2012); Study Session (September 18, 2012); Special Meetings (August 24, 2012 and August 25, 2012) as amended; August Financials; 403(b) Participant Fee Reduction; Follow-Up Board Report (Utilization Review Management Consulting Services Agreement); Policies (Haz Mat Management, Fire Safety Management, Med Equipment Management, Utility Management, Safety Management, and Security Management); Medical Director Agreements (Associate Medical Director Behavioral Health Services, Radiology Administrative Services, Urology On-Call Panel for Mountain View) and acceptance of the Minutes of the Governance Committee (July 2, 2012, August 25, 2012 (as amended), and September 4, 2012); and acceptance of the Foundation Report and Auxiliary Reports. Director Reeder asked that the IT Sourcing Recommendation be removed from the consent calendar and amended as follows. We recommend that the Board of Directors immediately authorize the CEO to execute an amendment to the Allscripts contract to provide for a three-year term, for the insourcing of IT and HIM staffing, for the hiring of 7 additional IT employees. Action: Upon a motion duly made and seconded, the amendment to the IT Insourcing Recommendation was approved by a vote of six Directors in favor; Director Tandon absent and Director Ryba nonvoting. MEDICAL STAFF REPORT: Dr. Kochhar presented the Medical Staff report regarding the Medical Staff Executive Committee meeting of September 27, 2012. Medical Staff Policy/Procedures: A. Telemedicine Intensive Care Privilege List B. OB/GYN FPPE (Focused Professional Practitioner Evaluation) revisions. This list of required proctoring was revised to be more consistent with the rest of the departments. C. Polypharmacology ECHO changes, approved by P & T Committee. Patient Care Policy/Procedures: Policies with minor revisions (see summaries) Scheduled policy review no changes New Policies Lasar Atherectomy Pathway Jetstream Navitus Angiojet Mechanical Thrombectomy
Page 4 Coronary Rotational Atherectomy Interventional Lab Bumping Policy Policies with major revisions Perioperative Management of Antibiotics and VTE (venous thromboembolism) Prophylaxis for appropriate Core Measure Surgeries Director Zoglin asked if there were any questions or comments from the Board or the audience. Action: Upon motion duly made and seconded, the Medical Staff report as presented by Dr. Kochhar was approved by a vote of six Directors in favor; Director Tandon absent; and Director Ryba nonvoting. SURGERY CENTER TRANSACTION: Director Ryba presented a proposed transaction with E3 and their subsequent syndication of a new surgery center entity which involves a sale/contribution of El Camino Surgery Center (ECSC) owned surgery center assets in return for a minority position, a working capital contribution from each party, a long term lease agreement for operation of the new entity in the existing surgery center space, and a line of credit for any required upgrade of capital equipment for the new entity. Director Zoglin asked if there were any questions or comments from the Board or the audience. Action: Upon motion duly made and seconded, the transfer of certain El Camino Surgery Center assets and up to $750K of working capital to a new Limited Liability Company in exchange for a 7.5% interest and certain other rights and obligations, as well as authorizing the CEO to execute and deliver the appropriate legal documents on behalf of the Hospital was approved by a vote of six Directors in favor, Director Tandon absent, and Director Ryba nonvoting. PUBLIC COMMUNICATION: Mr. Geoffrey Managers spoke of the Mental Health Program. CEO REPORT: Director Ryba highlighted the following: Year-to-date Service performance: Continued progress is made in the focused areas -- nurse communication, staff responsiveness, and communication on medications Key Recruitments o Candidates have been identified to serve as a wellness leader o Worked with the City of Mountain View to launch the Farmer s Market at the Mountain View campus that serves the community and the employees of El Camino Hospital. o The Los Altos Pharmacy located in the lobby of El Camino Hospital will close in December. El Camino Hospital is evaluating whether to open an outpatient pharmacy in that space.
Page 5 o El Camino Hospital has been successful in recruiting a manager of government affairs, and Director Ryba thanked Director Einarson for that referral. Director Zoglin asked if there were any comments or questions from the Board or the audience. FINANCIAL AUDIT PRESENTATION FY 2011-2012: Director David Reeder introduced Chris Pritchard of Moss-Adams who stated that the financial audit presentation was made to the Corporate Compliance, Privacy and Internal Audit and the Finance Committees. He then introduced Joelle Pulver, Senior Manager and Brian Conner, who will be taking over the engagement next year pursuant to the agreement of changing engagement partners every 5 years. Mr. Pritchard then presented the consolidated financial statements of the Hospital, District, CONCERN and the Foundation and summarized the FY 2011-2012 audit financial report. The key points of the presentation are as follows: Significant accounting policies Accounting estimates were reasonable No material weaknesses identified No audit adjustments No issues discussed prior to Moss-Adams retention as auditors No disagreements with management Internal control-related items SAS No.115 Director Zoglin asked if there were any questions or comments from the Board or the audience. Action: Upon motion duly made and seconded, the FY 2011-2012 financial audit was approved, as presented, by six Directors in favor, Director Tandon absent, and Director Ryba nonvoting subject to District Board approval at a Special District Board meeting scheduled for October 16, 2012. BOARD EDUCATION PLAN: Director Zoglin described the approach the Governance Committee is considering with respect to Board and Committee member education how much to spend on education and who/what authority should be given. He stated that the Governance Committee felt training of all committee members around the healthcare industry would be helpful, and $50,000 was recommended for Board and Committee education. Director Zoglin recommended that the committees, at a future meeting, discuss their educational needs and submit their education plans to the Governance Committee for evaluation of specific needs and gaps. He then commented that last year the Hospital Board participated in an educational seminar put on by the Estes Park Institute and it was felt that with the Board and Committee expansion, the Board and Committee members should be given the opportunity to attend. He also stated that this year the seminar is offered in Half Moon Bay in mid-april.
Page 6 After discussion, the Board Education Plan will be submitted to the Governance Committee for discussion and collateral coordination. HIGHLIGHTED COMMITTEES: Director Zoglin noted that each month two committees are highlighted as to goal commitment and committee updates. This month the Corporate Compliance, Privacy and Internal Audit Committee and Executive Compensation Committee will give brief reports. CORPORATE COMPLIANCE, PRIVACY AND INTERNAL AUDIT COMMITTEE: Director Alles briefly described the recommended changes to the Committee goals and charter and these will be submitted to the Governance Committee for review and to the Board in November for approval. The minutes of the June 19, 2012 committee meeting was then presented for approval. Director Alles asked if there were any comments or questions from the Board or the audience. Action: Upon motion duly made and seconded, the Corporate Compliance Committee minutes of June 19, 2012 were approved by six Directors in favor, Director Tandon was absent and Director Ryba nonvoting. EXECUTIVE COMPENSATION COMMITTEE: Director Alles briefly described the recommended changes to the Committee goals and charter and these will be submitted to the Governance Committee for review and to the Board in November for approval. Director Alles then stated that the Board will be asked to approve the recommendation of the Executive Compensation Committee with regard to the FY 2012 organizational scoring and performance incentive payouts for the executive staff and approve the individual scoring and performance incentive payout for the CEO. The minutes of the August 7, 2012 and August 25, 2012 committee meetings were then presented for approval. Recommended changes to the August 25, 2012 minutes were noted. Director Alles asked if there were any comments or questions from the Board or the audience Action: Upon motion duly made and seconded the August 7, 2012 the Executive Compensation Committee minutes were approved by a vote of six Directors in favor, Director Tandon absent, and Director Ryba nonvoting. The August 25, 2012 committee minutes were approved, as amended, by a vote of six Directors in favor, Director Tandon absent and Director Ryba nonvoting.
Page 7 BOARD COMMENTS: Director Alles commented on the pink ribbons around the columns in front of the Hospital which signified Breast Cancer Awareness Month. Director Reeder commented on the length of the committee meetings and expressed concern that too much time was spent on process. He also felt that committee charters and goals should be reviewed quarterly or semi-annually. Director Reeder recommended briefly highlighting each committee every month. Director Zoglin asked if there were any comments or questions from the Board or the audience. ADJOURN TO CLOSED SESSION: Upon motion duly made, seconded, and approved by a vote of six Directors in favor; Director Tandon absent; and Director Ryba nonvoting, the Open Session of the meeting was adjourned to Closed Session at 8:15 p.m. pursuant to Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2012 Scoring of Organizational Goals); Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2012 Scoring of Individual Performance Goals of CEO); Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2012 Executive Performance Incentives); Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2012 CEO Performance Incentive); Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2013 Organizational Goals and Measurements); Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (FY 2013 Individual Performance goals of CEO) Gov t Code Sections 54957 and 54957.6 for discussion and report on personnel matters (Leadership Contingency Plan); Health and Safety Code Section 32106(b) report involving health care facility trade secrets for development of new services and programs; Health and Safety Code Section 32106(b) report involving health care facility trade secrets for development of new services and programs; Health and Safety Code Section 32106(b) report involving health care facility trade secrets for development of new services and programs; and Gov t Code Section 54957 for discussion and report on personnel matters (executive session). CLOSED SESSION The Board completed its business of the Closed Session at 9:50 p.m. RECONVENE OPEN SESSION The Board reconvened Open Session at 9:52 p.m. FY 2012 Executive Performance Incentive Payouts: This item was not considered. FY 2012 CEO Performance Incentive Payout: This item was not considered.
Page 8 CLOSED SESSION REPORTS: Director Zoglin reported on the following actions taken in Closed Section, which are required to be disclosed in Open Session: FY 2012 Scoring of the Organizational Goals The Board reviewed and approved the FY 2012 Scoring of the Organizational Goals, as presented, by a vote of six Directors in favor, Director Tandon absent; and Director Ryba nonvoting. There being no further business, the meeting was adjourned at 9:55 p.m. John Zoglin ECH Board Chairman David Reeder ECH Board Secretary