POLICY NAME: EXECUTIVE COMPENSATION PHILOSOPHY, STRATEGY AND POLICY APPROVING BODY: Board of Directors NUMBER: GOV-2-30 EFFECTIVE DATE: December 9, 2010 MANUAL: Governance LAST REVIEW DATE: April 11, 2012 SECTION: 2.0 - Provide for Excellent Management REVISION DATE: PAGES: 1 of 13 April 11, 2012 NEXT REVIEW DATE: March 2015 COMMITTEE OVERSIGHT: VERSION: 2.0 Executive Table of Contents Introduction ......................................................................................................................... 2 Background ......................................................................................................................... 2 Overview/Context ............................................................................................................... 3 Executive Compensation Philosophy ................................................................................. 4 Guiding Principles – Cash Compensation And Benefits .................................................... 5 Strategy ............................................................................................................................... 5 Policy .................................................................................................................................. 5 Base Compensation And Benefits: ..................................................................................... 5 Senior Leadership Team ..................................................................................................... 7 Variable Compensation....................................................................................................... 7 Target Competitive Positioning .......................................................................................... 8 Reviews And Timing .......................................................................................................... 8 Modification Of Philosophy/Strategy ................................................................................. 9 Appendix A – Illustration – Executive Incentive Plan ..................................................... 10 Appendix B – Excellent Care For All Act (ECFAA) ....................................................... 11 Appendix C – Guidelines and Principles for Hospital Executive Compensation............. 12 Appendix D – Guidelines for Senior Leadership Team Performance Based Pay ............ 12 File Location: O:\ADMIN Mgmt\Board\Policy & Procedure\Manual\2.0 - Provide for Excellent Management\Executive Cmpensation Philosophy GOV-2-30 v2.0.doc MUSKOKA ALGONQUIN HEALTHCARE EXECUTIVE COMPENSATION PHILOSOPHY, STRATEGY AND POLICY INTRODUCTION Muskoka Algonquin Healthcare (MAHC) is a multi-site healthcare organization created in 2005 through the amalgamation of South Muskoka Memorial Hospital and Algonquin Health Services. MAHC includes the Burk's Falls and District Health Centre, Huntsville District Memorial Hospital and South Muskoka Memorial Hospital in Bracebridge. MAHC’s Board of Directors recognizes the significant value of human resources in fulfilling its mission and realizing its vision. One of the MAHC’s strategic enablers is investing in people. The Board of Directors wants to ensure that the compensation program for its executive management is current, competitive, in line with current legislation and appropriate to attract and retain the senior talent necessary to lead the organization. BACKGROUND In February 2006, the Ontario Hospital Association (OHA) published Guidelines and Principles for Hospital Executive Compensation [Appendix C]. The document serves as a guide in addressing executive compensation and contains practical advice in an environment of increased accountability for performance and competition for leaders. Historically, MAHC has undertaken reviews of its compensation practices. Past reviews included relevant comparators in the Healthcare and the private sector relevant to the talent MAHC needs to attract and retain. A performance based (PB) program was not a part of MAHC’s executive compensation structure. This document represents an agreed to philosophy and strategy that has been developed to ensure good governance practice in offering competitive executive compensation. In keeping with the OHA's Guidelines and Principles for Hospital Executive Compensation, this overarching philosophy and strategy will assist the Executive Committee of the Board in making recommendations to the Board that are based on sound strategy, compensation principles and practice. Policy Number: GOV-2-30 Version: 2.0 Page 2 of 13 OVERVIEW/CONTEXT In order to maintain and ensure MAHC recruits and retains quality people, it is vital that the organization maintain a competitive compensation program. It is also important that MAHC continue to benchmark current levels of compensation against the competitive marketplace and maintain awareness of emerging trends in attracting and retaining employees. Recently, the Ontario government passed the Excellent Care for All Act (ECFAA), and Bill 16 which requires Hospital Boards to establish an “at risk” component of executive compensation and achieve targets tied to a Quality Plan and freezes compensation plans at their Mar 24 2010 level for a 24 month period respectively [Appendix B – selected excerpts from the ECFAA]. Compensation programs and practices represent one component of the employment relationship that MAHC maintains with its employees. MAHC’s compensation program and practices need to be considered in concert with other elements of the employment offering in establishing and measuring its competitiveness in the market. The compensation philosophy must support the Mission and Vision of the organization. Mission Statement: Proudly serving our communities through quality healthcare Vision Statement: People are the centre of our healthcare network, participating as informed partners A PB package connects with the following values of MAHC: • Being socially, environmentally and fiscally responsible • Celebrating innovation, creativity and lifelong learning • Leadership that inspires people to make a difference Policy Number: GOV-2-30 Version: 2.0 Page 3 of 13 The Executive Compensation Philosophy is supported by the following six considerations: Strategic Element Typical Questions • 1 Overall Corporate Strategy and its relationship to executive compensation 2 Recruitment 3 Retention • • • • 4 Succession Planning • • 5 Compensation Elements 6 Market Position • • What is the organization's short term and long term plan? What leadership traits does the organization seek to attract/develop/retain? Is the organization having difficulty attracting talent? Is the organization losing talent to competitors? Is the organization supporting/developing its current leadership? Is there a commitment to developing succession plans? What elements of executive compensation should be emphasized? What performance measures are relevant? Where does the Board see MAHC’s compensation policy relative to the market? EXECUTIVE COMPENSATION PHILOSOPHY To provide competitive compensation based on market practices and organizational performance which drives the desired behaviours and promotes the desired results within MAHC and the community, while recognizing individual performance against defined objectives. Policy Number: GOV-2-30 Version: 2.0 Page 4 of 13 GUIDING PRINCIPLES – CASH COMPENSATION AND BENEFITS Cash compensation and practices at MAHC will: 1. Be aligned with and reinforce the short and long term strategies and objectives of the organization 2. Serve to align executive performance with the business goals of MAHC, and to motivate executives to meet and exceed strategic and operational objectives 3. Enable the organization to attract, motivate and retain high calibre leadership 4. Be developed in accordance with all applicable legislative requirements, particularly the ECFAA 5. The PB program should be simple in design and efficient to administer 6. Be communicated clearly and applied consistently Benefits The benefits offered will be the same as those offered to all MAHC management employees. STRATEGY MAHC will provide Total Cash Compensation (salary plus performance based compensation) opportunities that: 1. Support the ability to attract, motivate and retain qualified executive level talent 2. Are fully competitive in the market based on the organization’s target competitive position 3. Recognize and reward individual contribution to the success of MAHC through periodic reviews of base compensation, PB and provision of increases as appropriate. The following are the key components of MAHC’s cash compensation program for executive positions: POLICY Base Compensation and Benefits: MAHC is committed to managing base salaries under a program that is competitive, is supported by credible market data, and recognizes and rewards performance. Competitive: MAHC’s cash compensation (base salary and PB) and benefits will be competitive with those offered for positions of equivalent accountabilities and responsibilities in relevant industry sectors and organizations (e.g. with whom MAHC competes for talent). In general, the appropriate comparator groups are relevant healthcare organizations within our region and surrounding area of some comparability to MAHC in terms of size and complexity which are in direct competition with MAHC, in addition to other relevant comparators as deemed appropriate by the Executive Committee of the Board. This comparator group will be reviewed regularly and may be modified based on the availability of relevant market sources. MAHC will target total Policy Number: GOV-2-30 Version: 2.0 Page 5 of 13 cash compensation generally in line with the 50th percentile in the desired market for demonstrated leadership. Credible: Base compensation will be reviewed on a regular basis (at least annually), based on an examination of market data from credible, reliable sources such as published salary surveys (e.g. OHA) and Ontario public disclosures in addition to organizational and individual performance. Rewards Performance – MAHC’s salary program (base and PB) will recognize individual performance as an important consideration in establishing and, when necessary and permitted, increasing total cash levels. Total cash compensation (base and PB) will be payable at or in close proximity to the 50th percentile upon demonstration of seasoned leadership behaviours through the achievement of performance objectives as outlined and agreed to between the Board and the CEO, for the CEO position, and between the CEO and the Senior Leadership Team. Salary increases will be linked directly to individual performance in order to: • • • • Reinforce individual accountability Encourage and reward individual excellence; and Reinforce the linkage between performance and compensation Encourage individuals to participate in team goals Benefits Program - Non-Union Management Employees includes: Basic Life Insurance - after 3 months employment (2 X’s annual salary) - paid 100% by Hospital Optional Life Insurance up to $150,000 available for self with no health questionnaire if applied for within 31 days of becoming eligible. At any time for self, or self and spouse paid by yourself requiring medical evidence. Health Insurance • OHIP funded by Employers’ Health Tax on payroll • The following benefits are available the first of the month following three months of employment: • • • Semi-private Hospitalization paid 100% by Hospital Extended Health Care (Prescription drugs, vision care, etc.) - paid 100% by Hospital (reimburses 100% of eligible expenses, maximums outlined in Summary of Benefits, annual deductible - $10.00/single, $20/family) Dental (Preventive, Major Restorative and Orthodontia) – paid 83% by Hospital (reimburses 100% of eligible expenses based on current ODA fee schedule for Preventative and Major Restorative; and 50% reimbursement of Orthodontia to a maximum of $1500 per lifetime) Income Protection • Short Term Disability Hospital continues to pay salary up to 15 weeks (75 days) as follows: at least 3 months service-100% of earnings Policy Number: GOV-2-30 Version: 2.0 Page 6 of 13 • • • Employment Insurance Sick Pay provided through E.I. from 16th to 30th weeks of longer illness Long Term Disability After 30 weeks continuous total disability a percentage of salary will be paid by the insurance underwriter (65% to 20 years of service, 70% to 30 years, 75% over 30 years). Two year own occupation clause - paid 75% by Hospital Hospitals of Ontario Pension Plan (HOOPP) Defined Benefit plan. Immediate, mandatory enrolment for full time employees. Part time employees can join the plan at any time. Your contributions in 2010 are 6.9% of your annualized earnings up to the government mandated Yearly Maximum Pensionable Earnings (YMPE) and 9.2% on earnings over the YMPE. Rest & Relaxation • Vacation: Vacation accrual commences at the rate of three (3) weeks per year from date of hire. 4 Weeks after 1 Year 5 Weeks after 3 Years 6 Weeks after 15 Years 7 Weeks after 28 Years • Public Holidays 11 fixed holidays and 1 float day annually (after 20 weeks of continuous service) Miscellaneous • Travel 0.42 cents per km • Education/Conferences Expenses paid for approved Education and Conferences Senior Leadership Team • Chief Executive Officer • Senior Director Corporate Services & CFO • Senior Director Non-Acute, Clinical Support & Planning Services • Senior Director Patient Care/Clinical Services & Chief Nursing Officer • Chief of Staff Performance Based Compensation MAHC is committed to rewarding the strategic accountabilities of the CEO and the Senior Leadership Team by providing an incentive plan that: 1. Engages the CEO and Senior Leadership Team in the business of the organization 2. Encourages long term and short term “results orientation”; and 3. Maximizes the commitment to achieve key strategic objectives; and 4. Ensures individual performance is quality focused;and 5. Creates a team focused approach to corporate goals The PB program will provide for compensation opportunities that are appropriate to the CEO role and the Senior Leadership Team, in terms of its potential/ability to contribute to the success of the organization. PB programs will be based on the principle of “pay for performance”– award levels will be differentiated in order to recognize and reward Policy Number: GOV-2-30 Version: 2.0 Page 7 of 13 varying levels of performance. Performance targets may vary between strategic and nonstrategic goals based on the long term and short term plans, objectives and activities of MAHC. The CEO and Senior Leadership Team will participate in the program. The program includes a target opportunity for achievement of expected levels of performance as well as an opportunity to earn more for performance which exceeds the expected levels. The setting of performance goals for the CEO and Senior Leadership Team positions will occur as close to the start of the fiscal year as possible, to enable application and measurement over the course of the fiscal year. CEO performance will be reviewed (check-in) on a quarterly basis. The Senior Leadership Team performance will be reviewed (check-in) on a six-month basis. While it is the intent to award PB on predetermined goals and performance relating to achieving these goals, discretion will be retained by the Executive Committee of the Board for the CEO in determining the actual PB amount to be recommended to the Board for any exceptional circumstances that may arise during the fiscal period. For the CEO position, performance goals will be based on key strategic goals/initiatives (e.g. quality) aligned to the business strategy of MAHC. For the Senior Leadership Team, relevant goals will be determined by the CEO and the individuals concerned. An illustrative sample of an incentive plan is found in [Appendix A]. Target Competitive Positioning In general, it is expected that total cash compensation (base + PB) will be targeted to meet the average total cash compensation paid in the marketplace for similar positions. The following chart summarizes the desired competitive positioning: MEASURE Total Cash (base compensation + PB) TARGET POSITION VS MARKET Comparable to market average of equivalent jobs in other relevant industry sectors and target organizations. When organizational and individual performance targets are met, the appropriate comparator group is generally based on other healthcare, hospital, and public agency organizations within our region and surrounding area of some comparability to MAHC in terms of size, complexity, and financial scope. This comparator group will be reviewed regularly by the Executive Committee of the Board and may be modified based on the availability of relevant market sources. Reviews and Timing The Executive Committee of the Board of Directors of MAHC shall review and recommend the Compensation Philosophy / Strategy to the Board at least once every Policy Number: GOV-2-30 Version: 2.0 Page 8 of 13 three years and will review the CEO and Senior Leadership Team compensation package on an annual basis congruent with the fiscal year of MAHC, unless dictated otherwise by legislation. Performance objectives will be established on an annual basis and shall be aligned with MAHC’s fiscal year (April 1st to March 31st). Completion of annual performance reviews and PB payments will occur by June 30th each year. The CEO will share his/her intended PB payments to the Senior Leadership Team members with the Executive Committee of the Board. Administering the Plan MAHC Human Resources Department will support the Executive Committee of the Board to ensure that the plan is administered in a timely fashion. Modification of Philosophy/Strategy The Executive Committee of the Board recognizes that the Philosophy/Strategy will serve as a guiding tool to help develop and review an appropriate executive compensation program for MAHC. The Executive Committee of the Board also recognizes the need for flexibility and change with regard to the Philosophy / Strategy as MAHC undergoes transition in the future. Policy Number: GOV-2-30 Version: 2.0 Page 9 of 13 Appendix A –– Executive Incentive Plan • • • • • • • • 15% maximum for CEO A plan will be included to create a 12% maximum performance based compensation graduated over a 4-year period in 3% increments for Senior Leadership Team Members (Appendix D). A market evaluation will be conducted to ensure this graduated approach up to a 12% maximum is consistent with what is occurring in Ontario. Appropriate adjustments will be made as indicated. Establish 5 stretch goals based on strategic initiatives highly relevant to the long term success of the hospital. Establish a scale for the CEO where the award opportunity for solid performance is 10% of base pay and for superior performance, up to 15% of base pay. Establish a scale for the Senior Leadership positions where the award opportunity for solid performance is 8% of base pay and for superior performance, up to 12% of base pay. Goal Setting should be a collaborative effort between the Executive Committee of the Board and CEO prior to confirmation/approval by the Board. Goal Setting should be a collaborative effort between the CEO and each Senior Leadership Position individually prior to confirmation/approval by the CEO. In order to ensure that expected levels of performance are clearly articulated and understood, we recommend that measures be identified and calibrated to the varying levels of performance. This calibration should be meaningful yet simple, such as the following illustration: Performance Assessment Category Payment as a % of Base Goal #1 Quality (50% weighting) Goal #2 Financial (30% weighting) Goal #3 Strategic/Significant Initiative (20% weighting) Does Not Meet 0 Almost Fully Achieved 10% 0 Fully Achieved Exceeded 12% 15% 4% 4.8% 6% 0 4% 4.8% 6% 0 2% 2.4% 3% EXAMPLE: If Goal 1 is Fully Achieved, Goal 2 is Almost Fully Achieved, and Goal 3 is Exceeded, the calculation of incentive would be (4.8% + 4% + 3%) = 11.8% of base salary OR Policy Number: GOV-2-30 Version: 2.0 Page 10 of 13 $210,000 x 11.8% = $24,780.00. Discretion will be maintained by Executive Committee of the Board in recommending to the Board the CEO’s actual incentive amount to allow for exceptional circumstances. Special thanks to West Park Healthcare Centre for sharing their Executive Compensation Philosophy, Strategy and Policy with MAHC. Appendix B – Excellent Care for All Act (ECFAA) Recently, the Ontario government passed the Excellent Care for All Act (ECFAA), and Bill 16 which requires Hospital Boards to establish an “at risk” component of executive compensation and achieve targets tied to a Quality Plan and freezes compensation plans at their Mar 24 2010 level for a 24 month period respectively. The following are selected excerpt from ECFAA. Performance Based Compensation: a. ensure that payment of compensation for any executive of the organization under a compensation plan is linked to the achievement of the performance improvement targets set out in the annual quality improvement plan. b. give the Minister such reports as may be provided for in the regulations concerning its compliance with this section. c. the health care organization shall ensure that the assessment of performance also includes an assessment of achievement of the performance improvement targets set out in the annual quality improvement plan. Quality Improvement Plans: (3) The annual quality improvement plans must contain, at a minimum, a. annual performance improvement targets and the justification for those targets; b. information concerning the manner in and extent to which health care organization executive compensation is linked to achievement of those targets; and c. anything else provided for in the regulations Policy Number: GOV-2-30 Version: 2.0 Page 11 of 13 Appendix C – Guidelines and Principles for Hospital Executive Compensation Ontario Hospital Association, February 2006 The purpose of these guidelines is to assist hospital boards and CEOs in making decisions that are based on sound compensation principles and procedures on the various elements of executive compensation, and to assist them in the communication to the public of how executive salaries are established. The manual addresses the following subject areas: • Establishing the overall framework of executive compensation • Processes and procedures for establishing compensation • Strategies for linking pay to performance • Information relating to executive benefits and pre-requisites • Development of a communication plan Appendix D – Guidelines for Senior Leadership Team Performance Based Pay Muskoka Algonquin Healthcare (MAHC) has constructed a performance pay system for all senior executive leaders that will begin to create a robust performance pay system for current incumbents of senior leadership positions. These positions include: • • • Senior Director Corporate Services and Chief Financial Officer Senior Director Patient Care, Clinical Services and Chief Nursing Officer Senior Director Non-Acute, Clinical Support and Planning All current incumbents in senior executive positions that are not part of a performance pay system will have their annual base pay decreased by 3%. Subject to the achievement of identified goals and objectives they will have a chance to earn that portion of the performance based pay by exceeding the goals and objectives set out on an annual basis as described in this variable pay plan. Year Action 1 Decrease base pay by 3% 2 Increase Performance pay by 3% 3 Increase Performance pay by 3% 4 Increase Performance pay by 3% Effect on Performance Pay 3% of base pay achievable based on exceeding performance 6% of base pay achievable based on exceeding performance 9% of base pay achievable based on exceeding performance 12% of base pay achievable based on exceeding performance Below is a listing of each year’s performance plan over 4 years to obtain a 12% Policy Number: GOV-2-30 Version: 2.0 Page 12 of 13 performance pay system: Performance Assessment Category Payment as a % of Base Quality (50%) Goal #1 Goal #2 Goal #3 Financial (30%) Goal #4 Strategic (20%) Goal #5 Policy Number: GOV-2-30 Does Not Meet 0 Almost Fully Achieved 1.40 Fully Achieved Exceeded 2.80 3.00 0 0 0 0.35 0.35 0.35 0.70 0.70 0.70 0.75 0.75 0.75 0 0.21 0.42 0.45 0 0.28 0.56 0.60 Version: 2.0 Page 13 of 13