SOUTH BROWARD HOSPITAL DISTRICT REGULAR MEETING OF THE BOARD OF COMMISSIONERS OF THE SOUTH BROWARD HOSPITAL DISTRICT INCLUDING REPRESENTATIVES OF THE MEDICAL STAFF OF EACH OF ITS HOSPITALS April 25, 2012 A Regular Meeting of the Board of Commissioners of the South Broward Hospital District (S.B.H.D.) was held at Memorial Regional Hospital, in Perry Auditorium, April 25, 2012, at 5:40 p.m. The following members were present: Ms. Sara E. Wolfer Chairman Mr. Alfredo Avalos Vice Chairman Mr. Hobel Florido Secretary Treasurer Mr. Jose Basulto Ms. Kathy Durham Mr. Albert C. Jones Ms. Laura Raybin Miller A registration sheet listing all attendees is on file in the Executive Office. 1. CALL TO ORDER There being a quorum present, the meeting was called to order by Ms. Sara Wolfer, Chairman. 2. PRESENTATION a. Request Board Approval of Resolution Honoring Anthony C. Krayer, Executive Vice President and Chief Administrative Officer, Memorial Healthcare System Mr. Jones moved, seconded by Mr. Florido, that THE BOARD OF COMMISSIONERS APPROVE THE RESOLUTION HONORING ANTHONY C. KRAYER, EXECUTIVE VICE PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER Ms. Stratos read Resolution No. 357 honoring Anthony C. Krayer, Executive Vice President and Chief Administrative Officer, for his many years of service. The motion carried unanimously. Board Chair, Sara E. Wolfer, presented Mr. Krayer with the resolution and, on behalf of the Board, thanked him for his many contributions to the Healthcare System. Mr. Krayer thanked the Board for their service and dedication to the organization. He also thanked Mr. Sacco for the opportunity to work for the System and expressed pride in the outstanding team in place that will continue to ensure the financial success of the organization and provide the quality service expected by the community. Mr. Sacco reflected on Mr. Krayer’s career and the major role he played in the growth and financial success of the Healthcare System. Board of Commissioners April 25, 2012 3. Page 2 APPROVAL OF MINUTES a. Regular Meeting Held March 28, 2012 There being no additions or corrections to the Minutes, Mr. Basulto moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE MINUTES OF THE REGULAR MEETING HELD MARCH 28, 2012 The motion carried unanimously. 4. REPORTS TO THE BOARD; REPORTS FROM BOARD OFFICERS AND STANDING COMMITTEES a. Audit and Compliance Committee; Mr. A. Avalos, Chairman Minutes of Meeting Held 4/16/12 Mr. Florido presented the Minutes of the Audit and Compliance Committee meeting held April 16, 2012, a copy of which is on file in the Executive Office. (1) Request Board Acceptance of Fiscal Year 2013 Audit and Compliance Work Plan Ms. Durham moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS ACCEPT THE FISCAL YEAR 2013 AUDIT AND COMPLIANCE WORK PLAN In response to Mr. Jones, Mr. Sacco discussed the System’s software package that revealed inappropriate access of patient information by two employees that were subsequently discharged. Mr. Muhart outlined the broad measures taken by the System to further protect patients’ social security information and noted that EPIC has also expressed an interest in assisting the System with this issue. Mr. Florido thanked Mr. Sacco and his team for a well handled response to this matter. In turn, Mr. Sacco recognized the efforts of Kim Stratos and Matt Muhart. In response to Mr. Basulto, Mr. Resmini provided further information regarding the audit of alleged unlawful physician billing practices, which upon review proved to be false. The motion carried unanimously. Ms. Durham moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE MINUTES OF THE AUDIT AND COMPLIANCE COMMITTEE MEETING HELD APRIL 16, 2012 The motion carried unanimously. Board of Commissioners April 25, 2012 Page 3 b. Contracts Committee; Mr. A. Avalos, Chairman Minutes of Meeting Held 4/16/12 Mr. Florido presented the Minutes of the Contracts Committee meeting held April 16, 2012, a copy of which is on file in the Executive Office. (1) Request Board Approval of Renewal Agreement Between S.B.H.D.and InPhyNet South Broward, Inc. for Emergency Physician Services Mr. Piriz provided an overview of the renewal agreement between InPhyNet South Broward, Inc. and S.B.H.D. for Emergency Physician Services. Mr. Jones moved, seconded by Ms. Durham, that THE BOARD OF COMMISSIONERS APPROVE THE RENEWAL AGREEMENT WITH INPHYNET SOUTH BROWARD, INC., FOR EMERGENCY PHYSICIAN SERVICES On behalf of the group, Dr. Randy Katz, Chief of Emergency Medicine at Memorial Regional Hospital, thanked the Board for the opportunity to serve another three years and emphasized their commitment to growth, quality care, and efficiency. Mr. Florido commended the group on its consistently high patient satisfaction scores. Mr. Sacco advised that the group meets quarterly at the executive level to review their performance scorecard for the previous quarter and has worked with the System on efficiency issues, notably in the area of Imaging. He credited Dr. Fred Keroff for significant improvements in the group’s performance. In addition, InPhyNet received high rankings on the last medical staff satisfaction survey. Each of the Chiefs of Staff expressed praise for the group’s performance, noting continual improvement over the years, the quality of physicians, and collaborative efforts to reduce utilization and streamline workflow. Mr. Jones expressed appreciation for the group’s willingness to collaborate with the System for the betterment of both organizations. The motion carried unanimously. (2) Request Board Approval of Renewal Agreement between S.B.H.D. and Sheridan Children’s Healthcare Services, Inc., for Neonatology Physician Services Mr. Piriz provided an overview of the renewal agreement between Sheridan Children’s Healthcare Services, Inc. and S.B.H.D. for Neonatology Physician Services. Mr. Basulto moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE RENEWAL AGREEMENT WITH SHERIDAN CHILDREN’S HEALTHCARE SERVICES, INC., FOR NEONATOLOGY PHYSICIAN SERVICES Ms. Miller declared a conflict in voting for this issue. Board of Commissioners April 25, 2012 Page 4 Lester McIntyre, M.D., Chief of Neonatology Services for Memorial Healthcare System, reflected on the group’s 26 year affiliation with the District. The group takes pride in its focus on patient satisfaction and patient and family centered care and currently has several quality initiatives underway. In addition, they have experienced very little turnover through the years and have been proactive in adjusting to the needs of the District. He looks forward to a continued relationship. Dr. McIntyre introduced Bruce Schulman, M.D., Medical Director of the Neonatal ICU at Joe DiMaggio Children’s Hospital, and Vicki Johnston, M.D., Medical Director of the Neonatal ICU at Memorial Hospital West. Richard Auerbach, M.D., Senior V.P. of Children’s Services of Sheridan Healthcare Services, thanked the Board for renewal of the agreement. He expressed pride in their caring, conscientious, and cohesive group of physicians and appreciates the opportunity to continue to provide care. The motion carried unanimously, with the abstention of Ms. Miller. For information only, the Board was provided with information relative to the renewal employment agreement with Mark Block, M.D. for Thoracic Surgery Services. This agreement falls within the approval authority of the System’s CEO. Mr. Jones moved, seconded by Ms. Durham, that THE BOARD OF COMMISSIONERS APPROVE THE MINUTES OF THE CONTRACTS COMMITTEE MEETING HELD APRIL 16, 2012 The motion carried unanimously. c. Finance Committee; Ms. K. Durham, Chairman Minutes of Meeting Held 4/16/12 Ms. Durham presented the Minutes of the Finance Committee meeting held April 16, 2012, a copy of which is on file in the Executive Office. Mr. Muhart and Mr. Wheatley discussed the investment styles of both firms interviewed for long/short equity hedge fund managers for the District’s pension plan. Jeffrey Slocum and Associates found both the Turner Spectrum Fund and Grosvenor’s Enhanced Long/Short Equity LP to be acceptable to the District. It was the consensus of the Finance Committee to initially invest in Turner Spectrum Fund as a comfortable investment vehicle; however, continue on with some due diligence into the underlying documents that would control the relationship between Grosvenor and the District. At some point in the future, the District could then consider distributing some of the allocation of its hedge fund strategy to both Turner and Grosvenor. (1) Request Board Approval for the Pension Plan to Invest in Turner Spectrum Fund up to the Ten Percent Allocation for Long/Short Hedge Funds Mr. Jones moved, seconded by Ms. Miller, that Board of Commissioners April 25, 2012 Page 5 THE BOARD OF COMMISSIONERS APPROVE FOR THE PENSION PLAN TO INVEST IN TURNER SPECTRUM FUND UP TO THE TEN PERCENT ALLOCATION FOR LONG/SHORT HEDGE FUNDS The motion carried unanimously. (2) Request Board Approval to Authorize Management to Review Documents and Undertake Contracting Due Diligence for the Grosvenor Enhanced Long/Short Equity LP and for Pension Fund Investment in the Grosvenor Enhanced Long/Short Equity LP Mr. Florido moved, seconded by Mr. Basulto, that THE BOARD OF COMMISSIONERS AUTHORIZE MANAGEMENT TO REVIEW DOCUMENTS AND UNDERTAKE CONTRACTING DUE DILIGENCE FOR THE GROSVENOR ENHANCED LONG/SHORT EQUITY LP AND FOR THE PENSION FUND TO INVEST IN THE GROSVENOR ENHANCED LONG/SHORT EQUITY LP BASED ON THE FINANCE COMMITTEE’S FUTURE RECOMMENDATION The motion carried unanimously. An update relative to the performance of the Neuberger Berman Large Cap Growth Fund, offered to employees in 401(a), 403(b) and 457(b) defined contribution plans, was provided by Mr. Wheatley. The fund exceeded its benchmark during the last quarter, reversing a trend of underperformance. Jeffrey Slocum and Associates will continue to monitor and update the Finance Committee. Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE MINUTES OF THE FINANCE COMMITTEE MEETING HELD APRIL 16, 2012 The motion carried unanimously. d. Home Health Agency Committee; Ms. S. Wolfer, Chairman Minutes of Meeting Held on 4/16/12 Ms. Wolfer presented the Minutes of the Home Health Agency Committee meeting held April 16, 2012, a copy of which is on file in the Executive Office. Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE MINUTES OF THE HOME HEALTH AGENCY COMMITTEE MEETING HELD APRIL 16, 2012 In response to Mr. Florido, Ms. Schubert provided additional information relative to CMS indicators. She also discussed the various components of the formal work plan in place to increase patient satisfaction and develop a culture of accountability. The motion carried unanimously. Board of Commissioners April 25, 2012 5. Page 6 REPORT OF SPECIAL COMMITTEES None 6. ANNOUNCEMENTS None CORRESPONDENCE None 7. UNFINISHED BUSINESS None 8. BOARD REGULAR BUSINESS a. Report from Chief of Staff, Memorial Regional Hospital; S. Steinlauf, M.D. (1) Executive Committee Report Re Recommendations for Appointments, Advancements, etc. Dr. Steinlauf presented the Executive Committee Report re recommendations for appointments, advancements, etc., dated April 18, 2012, a copy of which is on file in the Executive Office. Ms. Durham moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE OF THE MEDICAL STAFF AT MEMORIAL REGIONAL HOSPITAL Ms. Wolfer recognized the transfer of Mario Markelis, M.D. to Memorial Regional Hospital’s Honorary Staff. The motion carried unanimously. (2) Request Board Approval of Performance Improvement Plan Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE PERFORMANCE IMPROVEMENT PLAN The motion carried unanimously. (3) Request Board Approval of Amendment to the Rules and Regulations of the Medical Staff of Memorial Regional Hospital Mr. Jones moved, seconded by Mr. Avalos, that Board of Commissioners April 25, 2012 Page 7 THE BOARD OF COMMISSIONERS APPROVE THE AMENDMENT TO THE RULES AND REGULATIONS OF THE MEDICAL STAFF OF MEMORIAL REGIONAL HOSPITAL Dr. Marks clarified that this particular policy relates to clinical care. The motion carried unanimously. b. Report from Chief of Staff, Joe DiMaggio Children’s Hospital; M. Jofe, M.D. (1) Executive Committee Report Re Recommendations for Appointments, Advancements, etc. Dr. Jofe presented the Executive Committee Report re recommendations for appointments, advancements, etc., dated April 17, 2012, a copy of which is on file in the Executive Office. Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE OF THE MEDICAL STAFF AT JOE DIMAGGIO CHILDREN’S HOSPITAL The motion carried unanimously. (2) Request Board Approval of Performance Improvement Plan Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE PERFORMANCE IMPROVEMENT PLAN The motion carried unanimously. (3) Request Board Approval of Amendment to the Rules and Regulations of the Medical Staff of Joe DiMaggio Children’s Hospital Mr. Jones moved, seconded by Ms. Durham, that THE BOARD OF COMMISSIONERS APPROVE THE AMENDMENT TO THE RULES AND REGULATIONS OF THE MEDICAL STAFF OF JOE DIMAGGIO CHILDREN’S HOSPITAL The motion carried unanimously. c. Report from Chief of Staff, Memorial Hospital West; J. Cooper, M.D. (1) Executive Committee Report Re Recommendations for Appointments, Advancements, etc. Dr. Cooper presented the Executive Committee Report re recommendations for appointments, advancements, etc., dated April 17, 2012, a copy of which is on file in the Executive Office. Board of Commissioners April 25, 2012 Page 8 Mr. Avalos moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE OF THE MEDICAL STAFF AT MEMORIAL HOSPITAL WEST The motion carried unanimously. (2) Request Board Approval of Performance Improvement Plan Mr. Avalos moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE PERFORMANCE IMPROVEMENT PLAN The motion carried unanimously. (3) Request Board Approval of Amendment to the Rules and Regulations of the Medical Staff of Memorial Hospital West Ms. Durham moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE AMENDMENT TO THE RULES AND REGULATIONS OF THE MEDICAL STAFF OF MEMORIAL HOSPITAL WEST The motion carried unanimously. d. Report from Chief of Staff, Memorial Hospital Miramar; H. Pombo, M.D. (1) Executive Committee Report Re Recommendations for Appointments, Advancements, etc. Dr. Pombo presented the Executive Committee Report re recommendations for appointments, advancements, etc., dated April 16, 2012, a copy of which is on file in the Executive Office. Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE OF THE MEDICAL STAFF AT MEMORIAL HOSPITAL MIRAMAR The motion carried unanimously. (2) Request Board Approval of Performance Improvement Plan Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE PERFORMANCE IMPROVEMENT PLAN Board of Commissioners April 25, 2012 Page 9 The motion carried unanimously. (3) Request Board Approval of Amendment to the Rules and Regulations of the Medical Staff of Memorial Hospital Miramar Mr. Jones moved, seconded by Ms. Durham, that THE BOARD OF COMMISSIONERS APPROVE THE AMENDMENT TO THE RULES AND REGULATIONS OF THE MEDICAL STAFF OF MEMORIAL HOSPITAL MIRAMAR The motion carried unanimously. e. Report from Chief of Staff, Memorial Hospital Pembroke; E. Bolton, D.O. (1) Executive Committee Report Re Recommendations for Appointments, Advancements, etc. Dr. Bolton presented the Executive Committee Report re recommendations for appointments, advancements, etc., dated April 17, 2012, a copy of which is on file in the Executive Office. Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE OF THE MEDICAL STAFF AT MEMORIAL HOSPITAL PEMBROKE Ms. Wolfer recognized the transfer of Sydney O. Suite, M.D. to Memorial Hospital Pembroke’s Honorary Emeritus staff. The motion carried unanimously. (2) Request Board Approval of Performance Improvement Plan Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE PERFORMANCE IMPROVEMENT PLAN The motion carried unanimously. (3) Request Board Approval of Amendment to the Rules and Regulations of the Medical Staff of Memorial Hospital Pembroke Mr. Jones moved, seconded by Mr. Avalos, that THE BOARD OF COMMISSIONERS APPROVE THE AMENDMENT TO THE RULES AND REGULATIONS OF THE MEDICAL STAFF OF MEMORIAL HOSPITAL PEMBROKE The motion carried unanimously. Board of Commissioners April 25, 2012 f. Page 10 Administrative Staff No report. g. Financial Report; Mr. M. Muhart, Senior Vice President and Chief Financial Officer (1) Annual Financial Report for the Month of March 2012 Mr. Muhart reviewed the Financial Report for the month of March 2012, a copy of which is on file in the Executive Office. Ms. Durham moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE FINANCIAL REPORT FOR THE MONTH OF MARCH 2012 The motion carried unanimously. (2) Request Board Approval of Operating and Capital Budgets for Memorial Healthcare System for Fiscal Year 2013 Mr. Muhart recapped the major elements of the Memorial Healthcare System Operating and Capital Budgets for Fiscal Year 2013. The budgets were previously presented to the Board in a comprehensive, three hour budget workshop on April 17, 2012. Mr. Florido moved, seconded by Mr. Jones, that THE BOARD OF COMMISSIONERS APPROVE THE OPERATING AND CAPITAL BUDGETS FOR MEMORIAL HEALTHCARE SYSTEM FOR FISCAL YEAR 2013 The motion carried unanimously. h. Legal Counsel; Ms. K. Stratos, Senior Vice President and General Counsel No report. 9. NEW BUSINESS None to report. 10. COMMISSIONERS COMMENTS None. 11. ADJOURNMENT There being no further business to come before the Board, Ms. Wolfer declared the meeting adjourned at 7:20 p.m. Board of Commissioners April 25, 2012 Page 11 THE BOARD OF COMMISSIONERS OF THE SOUTH BROWARD HOSPITAL DISTRICT BY: ______________________________ Sara E. Wolfer, Chairman ATTEST: ________________________________________ Hobel Florido, Secretary Treasurer