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Home My WebLink About20180850.tiffNCMC Board of Trustees Annual Session Minutes Tuesday, January 9, 2018 12:00 Noon The Board of Trustees of North Colorado Medical Center met for the Annual Session on Tuesday, January 9, 2018, in the Richard Stenner Boardroom located at North Colorado Medical Center. Dr. Carter declared a quorum and called the meeting to order at 12:00 p.m. ATTENDANCE REPORT NCMC Board of Trustees: Dr. Susan Carter, Mark Lawley, Kevin Mullin, Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner, non -voting member), with Catherine Davis being Excused Banner Health: Margo Karsten (NCMC CEO) and Derek Strader (NCMC COO) Staff: Ken Schultz (Inc. Board Executive), Jeff Carlson (Inc. Board Exec. Director) Recording Clerk: Esther Gesick (Weld County Clerk to the Board) REVIEW OF ANNUAL MEETING MINUTES Dr. Carter brought to the Board's attention the Annual Meeting Minutes of January 10, 2017, Attachment 1, which were previously approved at the February 27, 2017, Regular meeting. She inquired if there were any comments or changes and none were made. These minutes are referenced today merely as a courtesy. NEW BUSINESS A. Election of Officers for 2018 Discussion turned to nominating and electing the officers for 2018. The current officers were identified — Dr. Susan Carter, President and Chair; Jason Yeater, Vice President and Vice - Chair; and Brian Underwood, Secretary. 1) At this time, Michael Simone nominated Mark Lawley to serve as President/Chair of the Board of Trustees in 2018, and Jason Yeater seconded the motion. All were in favor and the motion passed unanimously. 2) Jason Yeater was then nominated by Michael Simone to serve as Vice President and Vice Chair of the Board of Trustees. The motion was seconded by Brian Underwood and passed unanimously. 3) A motion was made by Michael Simone and seconded by Jason Yeater to appoint Brian Underwood to serve as Secretary of the Board of Trustees. All were in favor and the motion was passed. 2018 Trustee Officers Mark Lawley — President/Chair Jason Yeater — Vice President/Chair Brian Underwood - Secretary Page 1 of 3 January 9, 2018 NCMC Board of Trustees eawinetAmi ;x2t1:O-R-o 3- O11O — c,)O 12018-085C! B. Assignments to NCMC Inc. Board for 2018 At the Annual meeting in January, a vote is traditionally taken to assign trustees to the NCMC, Inc. Board. The positions currently held by Mark Lawley and Michael Simone run through January, 2020; however, Dr. Carter was appointed in 2015 and her term is expiring, therefore, a replacement needs to be selected. The term of the future appointee will commence and expire on the fourth Tuesday of January to accommodate the timing of the Annual NCMC Inc. Board meeting. Both Lawley and Simone indicated interest in continued service. Lawley / Simone nominated Jason Yeater for service on the NCMC Inc. Board, which passed unanimously. The Trustees elected to serve on the NCMC, Inc. Board of Directors were announced as follows: 2018 Trustee Assignments to NCMC, Inc. Board Mark Lawley - currently serving with term ending 4th Tuesday of January, 2020 Michael Simone — currently serving with term ending 4th Tuesday of January, 2020 Jason Yeater — elected to serve with term ending 4th Tuesday of January, 2021 OTHER BUSINESS A. Conflict of Interest Declarations Dr. Carter referenced the Conflict of Interest Questionnaire. A Trustee or a family member may have a conflict which may, or may not, present a problem. The important thing is to make the conflict known and allow the other members to decide whether the member with a conflict should abstain from acting on a matter. At the request of Dr. Carter, all current voting members handed in their forms and a summary is attached as a part of these minutes. B. 2017 Attendance Record Ms. Gesick circulated a copy of the 2017 Attendance Record and no corrections were requested concerning excused absences. C. 2018 Meeting Schedule It was pointed out that, for the most part, the Trustee meetings are always the last Monday of the month with a few exceptions which are noted on the calendar. D. 2018 Visitation Rotation Schedule The visitation schedule was provided for review. Each month one of the appointed Trustees will work with Anna Ashford, NCMC Administration Secretary, to arrange for various departmental managers and/or directors of an agreed upon hospital department to attend and make a presentation. The other assigned Trustee will prepare a written summary of the presentation, together with any departmental needs and/or requests that are made. The summary will also include the Trustee Q&A portion, which is then attached to the Minutes and provided to the full Board at the next regularly scheduled meeting. Page 2 of 3 January 9, 2018 NCMC Board of Trustees E Role of Trustees Dr Carter referenced the packet on the background of the Board of Trustees In summary, it explains that originally the Trustees ran the hospital on behalf of the County Commissioners In 1985, that role was delegated to North Colorado Medical Center, Inc (INC) In 1995, NCMC Inc leased the hospital operation to Lutheran Health System which subsequently became Banner Health Thus, the Board of Trustees plays a key role in the legal formation of the hospital and its borrowing activities The statutory requirements state the Trustees have two primary responsibilities 1) the Trustees must meet regularly, and 2) each Trustee must visit with and conduct fact-finding inquiries on hospital departments. The Trustees also have responsibility for approvingihospital bond issues Dr Carter encouraged everyone to review the responsibilities of the Trustees and bring forth any inquiries they may have Mr Lawley expressed his thanks to Dr Carter for her service She shared that she will be teaching at conventions of the Surgical Excellence Network to place more focus on new operating room dynamics and the changes in robotics and experienced physicians to provide safety certifications ADJOURN There being no further business to come before the Board, Dr Carter adjourned the meeting at 1248 p m Respectfully submitted, Esther Gesick Page 3 of 3 January 9, 2018 NCMC Board of Trustees NCMC BOARD OF TRUSTEES 2018 SUMMARY OF CONFLICT OF INTEREST QUESTIONNAIRE (UPDATED) Pursuant to the NCMC Board of Trustees Bylaws, the Trustees are required to disclose potential conflicts of interest (both personal and immediate family which refers to parent, spouse, child, or sibling, either by birth or marriage). The summary results for 2018 are as follows: 1. Investments: Do you or your immediate family have any material investments in any firm that does business with NCMC Board of Trustees and/or BHS? Vacant Davis Lawley Mullin Simone Underwood Yeater Yes Yes Yes Yes Yes Yes Yes No X No X No X No X No X No X No 2. Management and Consulting Services: Do you or your immediate family provide directive, managerial or consulting services to any outside concern that does business with or that competes with NCMC Board of Trustees and/or BHS? Vacant Yes Davis Yes Lawley Yes Mullin Yes Simone Yes Underwood Yes Underwood Yes No X No X No X No X No X No X No 3. Other Financial Interests: Other than investments, do you or your immediate family hold a position or a material financial interest in any outside concern from which NCMC Board of Trustees and/or BHS secures goods or services or that competes with NCMC Board of Trustees directly or indirectly? Vacant Davis Lawley Mullin Simone Underwood Yeater Yes Yes Yes Yes Yes Yes Yes No X No X No X No X No X No X No Board of Trustees - 2018 Summary of Conflict of Interest Questionnaire (Updated) Page 1 4. Acceptance of Gifts or Hospitality: Have you or your immediate family accepted gifts, gratuities, hospitality, or excessive or unusual entertainment that might appear to influence your judgment or actions concerning business of NCMC Board of Trustees and/or BHS? Vacant Davis Lawley Mullin Simone Underwood Yeater Yes Yes Yes Yes Yes Yes Yes No X No X No X No X No X No X No 5. Employment of Immediate Family: Do you have an immediate family member currently employed or employed during the prior 12 months at NCMC Board of Trustees and/or BHS? Vacant Yes No Davis Yes X No Lawley Yes X No Mullin Yes X No Simone Yes X No Underwood Yes X No Yeater Yes X No Board of Trustees - 2018 Summary of Conflict of Interest Questionnaire (Updated) Page 2 NCMC BOARD OF TRUSTEES Regular Session Meeting Monday, February 26, 2018 Attachment 2 Minutes of Regular Session of January 9, 2018 * - Action Required NCMC Board of Trustees Regular Session Minutes Tuesday, January 9, 2018 12:00 Noon The Board of Trustees of North Colorado Medical Center met in Regular Session on Monday, January 9, 2018, in the Richard Stenner Boardroom located at North Colorado Medical Center. Dr. Carter declared a quorum and called the meeting to order at 12:00 p.m. ATTENDANCE REPORT NCMC Board of Trustees: Dr. Susan Carter, Mark Lawley, Kevin Mullin, Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner, non -voting member) with Catherine Davis being excused. Banner Health: Margo Karsten (NCMC CEO) - Excused, and Derek Strader (NCMC COO) Staff: Ken Schultz (Board Executive), and Jeff Carlson (NCMC Inc. Exec. Dir.) Recording Clerk: Esther Gesick (Weld County Clerk to the Board) PUBLIC COMMENT - There was no public comment. APPROVAL OF MINUTES It was MSC (Lawley/Veater) to approve the minutes from the meeting held on November 27, 2017, as well as December 11, 2017, with the notation that there was no quorum or formal action taken, rather, just a Visitation presentation and summary are attached. CEO REPORT or COO REPORT NCMC COO, Derek Strader, gave the following report: • Employees — Due to various operational changes and the retirement of a Chief Operating Officer, Mr. Strader will serve as the COO of Care Services, focusing on acute and hospital setting operations primarily centered at NCMC, while Ms. Sparks will be COO of Ambulatory Care, including out -patient, ambulatory surgery centers and free-standing imaging, and rotating her time at each of the three facilities. Ms. Karsten will continue as the Chief Executive Officer for NOCO, and effective in January, she is also the Western Region President. Mr. Strader reported the reorganization also changed one Chief Nursing Officer position for the NOCO region, which is now held by Roberta Bean, who was previously at the Fort Collins campus. She will primarily be stationed at NCMC, but will also rotate among the three campuses. He stated there were various other Director level changes and he agreed to provide an updated Organizational Chart, which is attached to these minutes. In response to Kevin Mullir, Mr. Strader stated he has been a COO for the past 15 months. Previously, he was the Regional Director of Cardiovascular, Neuro and Pulmonary Services Page 1 of 2 January 9, 2018 NCMC Board of Trustees and responsible for acute care at all three sites. Dr. Carter noted the reorganization shifted to a NOCO structure, versus staff for each of the three independent campuses. COMMISSIONER'S REPORT Commissioner Conway thanked Dr. Carter for her years of service on the NCMC Trustee Board and NCMC Inc. He stated he will continue to serve as a Commissioner representative for the NCMC Trustee Board, and Dr. Carter thanked him for his complete and thorough reports. He was also reappointed to serve on the State Transportation Advisory Committee by the North Front Range MPO. He reported CDOT has come to an agreement concerning the new express lane on 1-25 from Highway 492 to Highway 14, with construction anticipated to start in spring of 2018. He noted the MPO will get a full Planning Environmental Linkages (PEL) report from CDOT next month with final recommendations so they can compete for infrastructure improvements along the Highway 34 corridor from 1-25 to County Road 49, including a new access plan. He commented, before the 2013 flood, CDOT said there would be no improvements on 1-25 until 2075, but that has been accelerated by 50 years. The legislature is going to put forth a ballot initiative for $3 billion for transportation projects, and that stretch of highway would be eligible. In response to Mr. Underwood, Commissioner Conway stated 1-25 south is a little behind. He further stated there has been extraordinary collaboration among the northern Colorado communities, which has resulted in a TIGER grant and $87 million in local funding for various significant projects. Responding to Dr. Carter, Commissioner Conway stated the growth projection studies conducted by the NFRMPO indicate U.S. Highway 34 from Loveland to Greeley will be busier than 1-25 north to Fort Collins. He commended CDOT for completing the PEL in two years, versus 6-7 years spent on U.S. Highway 85. VISITATIONS FOR FEBRUARY 26, 2018 Mark Lawley and Michael Simone; one to assist with the organization of the visit, and the other will complete the summary of the presentation and discussion. NCMC, INC. REPORT Ken Schultz stated the year-end audit has been started and rates are rising, which is always interesting. He stated the new tax law did not impact the ability to issue tax-exempt bonds; however, advanced refunding is no longer possible. Jeff Carlson explained advanced refunding was similar to refinancing a house to accomplish a lower interest rate. In response to Commissioner Conway, Mr. Schultz agreed the last three bond issues have resulted in very favorable rates. Dr. Carter added the Governance Institute retreat is coming up which is always very dynamic and educational. NEW BUSINESS - None. ADJOURN There being no further business to come before the Board, it was MSC [Yeater/Simone] to adjourn the meeting at 12:32 p.m. Respectfully submitted, Esther Gesick Page 2 of 2 January 9, 2018 NCMC Board of Trustees 1.4"d Banner Health' it Jenn Anderson NR Business Partner NOCO Tony Comely. NRC Stay Halloran• HRC Northern Colorado Area Administrative — Management Chart p Kathryn Per tins . MAX ! Chief Medical Officer 1 Western ON /NOLO Medical Staff Svcs Lyric) w+ EIJet, We Chris, Kerrigan. NOC.O i Bet ly Kuhn C hl.pf Operating Offices Margo Karstrtrs CEO. NOCO J Steve Loec:ke . M 0. NCMC CMO Ls: lOusto Mtd,cal tag NOM fir Podiatry ;tin, 1 • Cart Cooed/SW--Cutay Rune, CPAI Derma Eastman ft Kosta Touros NOCO/Rural CFO Capatas Management Reimbursement Actsg/Cost Aatg Revenue integrity I' ton Sind Assaiate CFO 1 i Co*Irip-tann4a OsVr1i$ HIMS -ratline Semple rePAA - Tommie Semple Mortogrd Carr - Pour Kcl ogq MMC aiPS -Wayne ►rupnei AMC Pt Rep- 7041 Bevve NOW & nateNS - Cassaedro Cilantro NCMC S BFCMC Pr Rep - Cassandm Gardner C John Ward, Outreach Chris Kiser, NCMC Foundation f< _ I iv' 6( _ Carol Salter, Business Development ) Patient Experience l 1 C Arts Gilbert, rieac Foundation Sara Quale. Marketing & PR Wendy Sparks NOCO Chief Operating Offices NOCO Medical Imaging - Sand) Buckle Sports Medicine - Tracy Damecll NCMC VolsiChaplatns Leslie Gann Einer 8t CMCIMMC Vots/Chaplains - Janice Grp • NOCO Oncology. Julianne Fritz NOCO Rena Svcs - Joe Schroeder ' Persop Services - Jeremy Staler ART learn - Shelly Cox N000 Central Scheduing - Marilee Buckles NOCO Design & Coast Kyle Mojchrowsid NOW fadllties Ops - Tim Close NOCO information Tech/Tetecom - Steve Lung . WO Sup Chain Svcs - Ethan Donaldson WO Lab -Mott Holley NOW Security - Dylan Hockert Roberta Bean NOCO CNO NCMC Cnnc ll Care - Julia Boyd NCMC Med/Surg/Ot*C/MSU - lane Davenport NC MC WIS - Tammy Pecwnv WAS CNS- Karnn Mpwn Medical Swvsces CNS - Tammv Sockman Criti :as Care C - Melanie la .sg NOCO Clinical Cale Ops Heather Brown Christina Kuenster I' Kelly Star NOCO RN Director Stepping Stones Angel Huffnnron (CO CRI. lave tc Wsmit Med Svcs CNS hoe Roth -far ter Brandon Schneider MMC RN 0tr for Inpt. O. WIS, Stook Terpstra SFCMC RN Dir for inpt. Oa.. WIS. Ell NOCO CNO Oversight of Nursing Practice 1 F.Ner'. ntrr 11l.''l NO1_.I 1 tiler t ilksatlik ilthre 't WIC% ► I"rav ' nr•• KJ••th t i nl•l,n P4' /: CJ , t 4! - I I. Qtly Wt., I n . 'NOt.) 1V .7-.rno: • pzn t s .ir in lire.) Neu Putm:'n t' not-r-ivicCt 'M..M LfJ/(.rev NCl.t. (.64 le iv —u.avc :Nt Jr�s •NCMVMC — Pam U1..rte.• *NCMC T:_u:tu.w: (cxuMira•, NOCO timer Mgmt — Tony B,odky NOCO thorned — Todd Lowe WO Pharmacy - Richard Firmel!tg NOCO Sleep Lab --lived Lee 1/1O/2O18 Hello