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Home My WebLink About20163921.tiffNCMC BOARD OF TRUSTEES Regular Session Meeting Monday, February 29, 2016 Attachment 1 Minutes of Special Annual Session of January 18, 2016 * * - Action Required NCMC Board of Trustees Annual Special Session Minutes Monday, January 18, 2016 12:00 Noon The Board of Trustees of North Colorado Medical Center met in the Annual Special Session on Monday, January 18, 2016, in the Richard Stenner Boardroom located at North Colorado Medical Center. Dr. Carter, Vice -President, noted the time at 12:00 p.m., declared a quorum and called the meeting to order. ATTENDANCE REPORT The following people were in attendance: NCMC Board of Trustees: Dr, Susan Carter, Larry Cozad, Mark Lawley, Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner, non -voting member), with Catherine Davis being excused Banner Health: Rick Sutton (NOCO CEO); Wendy Sparks (NCMC COO) -Excused Staff: Ken Schultz (NCMC Board Executive) 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 13, 2015, Attachment 1, which were previously approved at the February 23, 2015, 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 2016 Discussion turned to nominating and electing the officers for 2016. The current officers were identified — Brandon Houtchens, President and Chair (term expired); Dr. Susan Carter, Vice President and Vice -Chair; and Mark Lawley, Secretary. 1) At this time, Simone nominated Dr. Carter to serve as President/Chair of the Board of Trustees in 2016, and Lawley seconded the motion. All were in favor and the motion passed unanimously. 2) Jason Yeater was then nominated by Lawley to act as Vice President and Vice Chair of the Board of Trustees. Simone seconded the motion, which passed unanimously. 3) A motion was made by Simone and seconded to appoint Larry Cozad as Secretary of the Board of Trustees. All were in favor and the motion was passed. 2016 Trustee Officers Dr. Carter — President/Chair Mark Lawley — Vice President/Chair Larry Cozad - Secretary Page 1 of 3 January 18, 2016 Special Annual NCMC Board of Trustees B. Assignments to NCMC Inc. Board for 2016 Ken Schultz explained, at the Annual meeting in January, a vote is traditionally taken to assign trustees to the NCMC, Inc. Board. Dr. Carter was appointed last year and has two years remaining on her term; however, Brandon Houtchens' term ended and his position needs to be filled. He stated the future appointments will commence and expire on the fourth Tuesday of January to accommodate the timing of the Annual Inc. meeting, Catherine Davis and Michael Simone indicated interest in serving. Lawley nominated Michael Simone and Yeater nominated Catherine Davis for service on the NCMC Inc. Board. The ballots were distributed and tallied. The Trustees elected to serve on the NCMC, Inc. Board of Directors were announced: 2016 Trustee Assignments to NCMC, Inc. Board Dr. Susan Carter — currently serving with term ending January, 2018 Mark Lawley - currently serving with term ending January, 2017 Michael Simone — newly elected with term ending January, 2017 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. Ms. Gesick then asked all current members to complete the Conflict of Interest Form and return it before the next meeting on February 29, 2016. All current members handed in their forms and a summary is attached as a part of these minutes. B. 2015 Attendance Record Ms. Gesick circulated a copy of the 2015 Attendance Record and no corrections were requested concerning excused absences. C. 2016 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. 2016 Visitation Rotation Schedule Mr. Schultz explained how visitations are scheduled throughout the year. Anna Ashford, NCMC Administration Secretary, will contact each Trustee to inquire about his/her availability and then arrange a date and time for a meeting with the manager or director of an agreed upon hospital department. They are to prepare a written report stating what they learned about the department, together with any departmental needs and/or requests that were made by the department head, and report to the full Board at the next regularly scheduled meeting. E. Role of Trustees Mr. Schultz 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, Page 2 of 3 January 18, 2016 Special Annual NCMC Board of Trustees In 1985, that role was delegated to North Colorado Medical Center, Inc. (INC). In 1995, 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 and conduct fact-finding inquiries on hospital departments. The Trustees also have responsibility for approving hospital bond issues. Mr. Schultz encouraged everyone to review the responsibilities of the Trustees and bring forth any inquiries they may have. There was also discussion regarding the template used to report information gathered during the visitations and it was also explained that the reports are also forwarded to the NCMC Inc. Board for review. ADJOURN There being no further business to come before the Board, Michael Simone moved to adjourn, which was seconded by Jason Yeater, and the motion carried unanimously. The Special Annual meeting ended at 12:28 p.m. Esther Gesick Recording Secretary Page 3 of 3 January 18, 2016 Special Annual NCMC Board of Trustees NCMC BOARD OF TRUSTEES 2016 SUMMARY OF CONFLICT OF INTEREST QUESTIONNAIRE 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 2016 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? Carter _ Yes Cozad Yes Davis Yes Lawley _ Yes Simone Yes Underwood _ Yes Yeater Yes X 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? Carter Yes X No Cozad Yes X No Davis — Yes X No Lawley Yes X No Simone _ Yes X No Underwood Yes X No Yeater X Yes No Explain: Owner of local home health company named Touchstone Home Health. 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? Carter _ Yes Cozad _ Yes Davis _ Yes Lawley _ Yes Simone — Yes Underwood _ Yes Yeater Yes X No X No X No X No X No X No X No Board of Trustees - 2016 Summary of Conflict of Interest Questionnaire 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? Carter _ Yes Cozad _ Yes Davis _ Yes Lawley _ Yes Simone Yes Underwood _ Yes Yeater _ Yes X 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? Carter Yes Cozad _ Yes Davis _ Yes Lawley _ Yes Simone _ Yes Underwood _ Yes Yeater _ Yes X No X No X No X No X No X No X No Board of Trustees - 2016 Summary of Conflict of Interest Questionnaire Page 2 NCMC BOARD OF TRUSTEES Regular Session Meeting Monday, February 29, 2016 Attachment 2 Minutes of Special Regular Session of January 18, 2016 * * - Action Required NCMC Board of Trustees Special Regular Session Minutes Monday, January 18, 2016 12:00 Noon The Board of Trustees of North Colorado Medical Center met in Special Regular Session on Monday, January 18, 2016, in the Richard Stenner Boardroom located at North Colorado Medical Center. Mark Lawley, Secretary, declared a quorum and called the meeting to order at 12:28 p.m. ATTENDANCE REPORT: The following people were in attendance: NCMC Board of Trustees: Dr. Susan Carter, Larry Cozad, Mark Lawley, Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner, non -voting member), with Catherine Davis being excused Banner Health: Rick Sutton (NOCO CEO); Wendy Sparks (NCMC COO) -Excused Staff: Ken Schultz (NCMC Board Executive) Recording Clerk: Esther Gesick (Weld County Clerk to the Board) PUBLIC COMMENT: There was no public comment. APPROVAL OF MINUTES: It was MSC (Simone/Davis) to approve the minutes from the December 14, 2015, and January 12, 2016, Regular Session meeting. NEW BUSINESS: There was no New Business. CEO REPORT or COO REPORT: NCMC CEO, Rick Sutton, gave the following report: • Employees - The Annual Performance Reviews are due March 15th and staff is also setting their goals for 2016. They are working on Employee Engagement Action Plans (Voice Surveys) to increase the "Actively Engaged" score. • Patient Satisfaction - In 2015, NCMC set the bar at the 80th percentile and they are meeting four out of eight dimensions, or seven of the eight indicators when calculated at the 75th percentile. They will be looking to improve the "Would Recommend" category for 2016. • Quality - NCMC is hitting stretch target on "Reliability of Total Joint Care" and "Reliability of Heart Failure." In response to Jason Yeater, Mr. Sutton stated NCMC is achieving a rating of 4 out of 5 Stars on the Medicare Star Rating and he agreed to email a copy of the Patient Outcome Survey. . Physicians - recruiting is ongoing for various specialty physicians. Dr. Carter explained the Banner Medical Group (BMG) is a separate entity of Banner in charge of providers and physicians. Ideally she would like to see the activities of both, since they are now working so closely together, including what happens at the clinics outside of the hospital campus. Page 1 of 2 January 18, 2016 NCMC Board of Trustees • Financials - for December the Greeley Community experienced an operating loss of $8.9 million; however, there is an overall operating gain of $6.1 million year to date. NOCO had an operating loss of $6.2 million and an operating gain of $8.8 million. Additionally, the contract has a five-year "collar" such that if NCMC has a 5% margin, then anything above is split between NCMC and Banner. If there is an operating loss of 5% or greater than they each absorb half. He stated 2016 is the fourth year of the first five-year increment. NCMC has been preforming very well in the past three years and they plan to start accruing for the amount due ($15 million) at end of the fifth year. At the end of year five the full amount will be reconciled from the walled off amount. • Master Campus Plan - N/A COMMISSIONER'S REPORT: Commissioner Conway announced he was selected by the Board to continue as the Trustee Coordinator for 2016. He reiterated that the issue of future Trustee appointments has been resolved by extending the terms through January 31st to accommodate the timing of the NCMC Inc. Board annual meeting. NCMC, INC. REPORT: Ken Schultz reported he would like to refinance some of the Series 2003 bonds which are callable in 2019 and are currently fixed at 5 or 6 percent. In order to do an Advanced Refunding, money would be borrowed and put in an Escrow to pay off the bonds and then they would just owe for what is in the Escrow, which would knock down the borrowing rate amount by between 2-3 percent. He is also preparing for the annual financial audit. In response to Brian Underwood, Mr. Schultz stated, in 2011, Banner made an accounting change that had negative effects on the ability of NCMC Inc. to borrow for capital improvement and remain market competitive and they have been arguing it ever since. OTHER: At the request of Dr. Carter, Larry Cozad introduced himself as a Milliken resident since 2003. He and his wife, Commissioner Julie Cozad, have three daughters and grandkids who also reside here in Colorado. He works for AutomationX (oil well site automation equipment). He is excited to learn more about the hospital, get involved and give back to the community. VISITATIONS FOR FEBRUARY: Dr. Susan Carter Mark Lawley PLANNING SESSION: No discussion was held on scheduling a future planning session. ADJOURN: There being no further business to come before the Board, it was MSC [Lawley/Davis] to adjourn the meeting at 1:03 p.m. Respectfully submitted, Esther Gesick Page 2 of 2 January 18, 2016 NCMC Board of Trustees Hello