Minutes of The Hospital for Sick Children Board of Trustees

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Minutes of The Hospital for Sick Children Board of Trustees’ Meeting held on Thursday,

June 20, 2013, at 4:00 p.m. at The Hospital for Sick Children, Toronto, Ontario.

Present: Present: Regrets:

Mr. R. Harding, Chair

Ms. R. Patten, Vice-Chair

Mr. L. Repar

Mr. T. Sullivan

Ms. K. Delaney

Ms. G. O’Brien

Mr. S. Marwah, Vice-Chair Mr. L. Scott

Ms. M.J. Haddad *Mr. B. Simpson

Ms. C. Duboc

Mr. J. Francis

Mr. T. Long

Ms. C. Reicin

*Mr. R. Weese

Dr. J. Wright

Dr. P. Campisi

Mr. T. Penner

Mr. A. Khanna

Mr. D. McKay

By Invitation:

Mr. P. Reynolds

Ms. M. Evans, Corp. Sec.

By Invitation:

Mr. R. Prichard

Mr. S. Smith

Ms. P. Hubley

Regrets:

Mr. J. Garner

Mr. J. Mainland

Ms. M. Monk

*Dr. D. Daneman

Mr. T. Garrard

Ms. D. Crivianu-Gaita

Ms. L. Harrison

Ms. S. O’Dowd

Dr. J. Rossant

Dr. S. Zlotkin

Ms. S Younker

Ms. F. Mauti

Dr. J. Kronick

Ms. C. Seguin

Ms. Megan Evans, Corporate Secretary, confirmed that notice of the meeting had been duly sent to all Trustees and that a quorum was present in person or by phone, all in accordance with the Hospital’s by-laws. Accordingly, Mr. Bob Harding, Chair of the Board, declared that the meeting was properly constituted and called the meeting to order.

Mr. Harding advised Trustees that a revised Agenda has been distributed. The revised Agenda shows an additional two items that will be discussed at the meeting – Project Horizon and

Canaccord Genuity’s Great Camp Adventure.

CONSENT AGENDA

Mr. Harding referred Trustees to the consent agenda items. No questions were raised.

MOTION:

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED:

THAT the minutes of the Board of Trustees meeting held on May 23, 2013, be approved as circulated; and

THAT the medical staff appointments & re-appointments be approved as tabled.

Board of Trustees Meeting June 20, 2013 Page 1 of 5

EXECUTIVE REPORT

Ms. Haddad presented her executive report.

Scientific Advisory Board

The Scientific Advisory Board (SAB) was established in 2008 to serve in an advisory function to the Research Institute providing independent advice on the overall scientific strategy for the

Research Institute as well as advice on specific areas through mechanisms such as program reviews.

The SAB meets annually and this y ear’s meeting was held in May and was focused on the

Research Institute and the new Peter Gilgan Centre for Research & Learning (PGCRL). Ms.

Haddad advised that the SAB credited SickKids leadership related to the PGCRL and noted specifically the creativity of the design and the efficiency in the use of space of the PGCRL.

The SAB delivered its report and recommendations for the upcoming year to the Chief of

Research, the CEO and Board Chair. These recommendations and associated action plans will be tabled at the Board once the formal report has been received.

Health Based Allocation Model (HBAM)

On June 6, SickKids received notification of the 2013/14 MOHLTC funding. The HBAM formula resulted in a $4.6M pre-mitigation funding reduction and a $1.6M post-mitigation funding reduction. Management analyzed the impact and discussed the results with the LHIN. Ms.

Haddad advised that a letter was also sent to the Deputy Minister’s office voicing SickKids’ concerns on the reduction. eCHN

Currently, SickKids’ efforts are focused on upgrading the system to 2013 standards and integrating it into SickKids ’ broader network.

COMMITTEE REPORTS

Finance and Audit Committee

Mr. Larry Scott reported on the June 2013 meeting of the Committee.

The Committee was provided with an update on the PGCRL. There has been no major change since the last update and occupancy is still expected for July 2, 2013. The elevator strike continues to be a factor, as an elevator certificate must be obtained prior to occupancy. The situation will continue to be monitored. KPMG provided an overview of the internal audit activities undertaken to date and going forward. The Committee reviewed and approved the

2013/14 Internal Audit Plan. An update was provided on the 2012/13 year-end Capital highlights. It was noted that internal projects involving external parties especially in IT are taking longer than anticipated. The Committee approved the re-appointment of Ernst & Young as SickKids external auditors for the 2013/14 fiscal year. The Committee also approved the

Board Delegation of Authority. An overview was provided on the Finance Internal Controls

Framework Project which is a comprehensive review of controls within processes impacting financial reporting. To date three areas were reviewed: Financial Reporting & Closing,

Board of Trustees Meeting June 20, 2013 Page 2 of 5

Research Valuation of Funds, Pharmacy Procurement and Inventory Management. A summary of occurrences under the Policy on Dishonest or Fraudulent Activities and Report of Privacy

Breaches was also provided.

Audited Pension Plan Statements

The Audited Pension Plan Financial Statements were reviewed for the year ending March 31,

2013.

MOTION:

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED:

THAT the Board of Trustees approves the Hospital for Sick Children Employee Pension

Plan Financial Statements for the year ending March 31, 2013.

BPS CEO Accountability Reporting

Beginning in fiscal 2011/12, every hospital under the Broader Public Sector Accountability Act,

2010 is required to prepare a report by June 30 on the hospital’s use of consultants and prepare an attestation of its compliance with all BPS directives (expenses, procurement & perquisites) and on the prohibition of the engagement of lobbyists using public funds.

MOTION:

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED:

THAT the Board of Trustees approves the CEO Attestation on compliance with the

Broader Public Sector Accountability Act, 2010 .

Capital Project

One capital project was presented for approval: the establishment of a Ronald McDonald

Family Room. A Ronald McDonald Family Room is an in-hospital extension of the Ronald

McDonald House concept. To make room for the Ronald McDonald Family Room at SickKids in a location that would be proximate to patient-care areas, the Centre for Nursing is being relocated. Details were provided on the proposed agreement with Ronald McDonald House

Toronto.

MOTION:

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED THAT: i) SickKids management be empowered to enter into an agreement with Ronald

McDonald House Toronto with respect to the establishment of a Ronald McDonald

Family Room on terms substantially as described; and ii) the relocation of the Centre for Nursing and training room be approved as described with a project budget of $1.19M.

Board of Trustees Meeting June 20, 2013 Page 3 of 5

Project Horizon Delegation of Authority

MOTION:

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED:

THAT the Board of Trustees delegates authority to the Finance & Audit Committee to review and approve the proposed contract for professional advisory services for Project

Horizon.

Board Quality Committee

Ms. Rose Patten reported on the June 2013 meeting of the Committee.

A discussion was held around the process for introduction of expensive new technologies.

SickKids has a specific policy in place for the introduction of innovative new procedures, techniques, technology, devices and treatment/therapy. The Committee was provided with a report from the May Quality Management Council. The Committee discussed the sixth and final dimension of quality – Patient Centredness & Equity. A presentation on child and family centred care and health equity activities was provided. The Committee welcomed a parent of a patient to provide her experience and share her story. The parent is an active Family Advisor for

SickKids. The Committee reviewed three external reviews for Perioperative Services –

Department of Otolaryngology Head & Neck Surgery, Division of Urology and Division of

Neurosurgery.

Governance and Nominating Committee

Ms. Claire Duboc, on behalf of Mr. Stuart Smith reported on the May 2013 meeting of the

Committee.

The Committee was provided with an update on the one-on-one Trustees evaluation process.

Generally speaking, the process was helpful and the feedback was positive. There was agreement that the Board’s top priority for upcoming year is CEO recruitment and transition.

The Committee reviewed the status of the Committee’s goals and objectives. All goals and objectives are on track to be achieved by the end of the year. The Committee approved a recommendation to recommend Tim Penner as SickKids’ nominee to the MaRS Innovation

Board. The Committee discussed Board Chair succession and agreed that it should be recommended that the decision on Chair-in-waiting be deferred until the fall when the CEO search is further along. The Committee discussed and made recommendations on a number of items that will be tabled at the Annual General Meeting including committee membership and

Chairs, Vice Chairs, Trustee terms and Hospital/Foundation cross-appointments. A presentation was provided on a new solution for a Board portal. The new stand alone system will facilitate a fully automated, paperless system and eliminate the creation of paper Board/Committee packages. The Committee endorsed management’s recommendation.

MOTION:

Board of Trustees Meeting June 20, 2013 Page 4 of 5

NOW THEREFORE, UPON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED:

THAT Tim Penner be recommended to the MaRS innovation Board for appointment as

SickKids’ nominee to the Board.

Investment and Pension Committee

Mr. Sabi Marwah reported on behalf of Ms. Kiki Delaney with respect to the June 2013 meeting of the Committee.

MEDICAL ADVISORY COMMITTEE REPORT

Dr. Jim Wright, Chair of the Medical Advisory Committee (MAC) referred Trustees to the written reports for June of 2013.

Dr. Wright advised that at the June meeting, the Committee discussed the use of diagnostic ultrasound imaging and it was determined that new institutional standards should be developed for performance of diagnostic ultrasound at SickKids in light of increased diagnostic and therapeutic uses. A presentation was made highlighting the ethical arguments in favor and against instituting a policy of mandatory vaccination. An overview was provided on the 2013/14

Operating Plan. Clinical pressures and statistics, and financial results were summarized. A presentation was provided on involuntary mental health patients at SickKids that highlighted the challenges SickKids faces when hosting involuntary patients who are awaiting transfer to a

Schedule 1 psychiatric facility. Several recommendations were made and work continues to identify how such involuntary patients can best be managed while at SickKids. An update will be provided at the MAC meeting in the fall.

THE GREAT CAMP ADVENTURE

Ms. Duboc provided a brief update on The Canaccord Genuity Great Camp Adventure, which is taking place in Toronto on September 28, 2013. The 2.5-20 KM challenge by choice, campthemed adventure walk is the first SickKids-owned, annual signature event and will raise funds to help support SickKids’ highest priority needs. Ms. Duboc urged the Trustees to get involved and become active in the event. Ms. Duboc expressed her gratitude to Mr. Paul Reynolds for

Canaccord Genuity’s tremendous contribution and sponsorship for the upcoming Great Camp

Adventure.

ADJOURNMENT

There being no further business for discussion, the meeting was adjourned.

_______________________________

Robert Harding, Chair of the Board

________________________________

Megan Evans, Corporate Secretary

Board of Trustees Meeting June 20, 2013 Page 5 of 5

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