BOARD OF DIRECTORS AGENDA PACKET - Palomar Health

BOARD OF DIRECTORSAGENDA PACKETMarch 11, 2013The mission of Palomar Healthis to heal, comfort and promote healthin the communities we serve.

BOARD OF DIRECTORST.E. Kleiter, ChairmanStephen P. Yerxa, Vice ChairmanLinda C. Greer, RN, SecretaryJerry Kaufman, PTMA, TreasurerBruce G. Krider, MAJeffrey D. GriffithAeron D. Wickes, M.D.Michael H. Covert, FACHE, President and CEORegular meetings of the Board of Directors are usually held on the second Mondayof each month at 6:30 p.m., unless indicated otherwiseFor an agenda, locations or further informationcall (760) 740-6375, or visit our website at www.pph.orgMISSION STATEMENTThe Mission of Palomar Health is to:Heal, Comfort, Promote Health in the Communities we ServeVISION STATEMENTPalomar Health will be the health system of choice for patients, physicians and employees, recognizednationally for the highest quality of clinical care and access to comprehensive servicesCORE VALUESPatient’s Well-BeingWe passionately give and support heartfelt care that encourages patient comfort and safetyProfessionalismEach of us takes pride in teamwork, self-discipline, our skills and trustworthinessHighest QualityWe are each accountable for providing the safest, most effective and innovative careAffiliated Entities*Palomar Medical Center * Palomar Continuing Care Center * Arch Health Partners**Palomar Pomerado Health Foundation * Palomar Pomerado Home Care * Pomerado Hospital**Palomar Health Development, Inc.* North San Diego County Health Facilities Financing Authority**San Marcos Ambulatory Care Center * Villa Pomerado Palomar Pomerado Health Concern * Palomar Pomerado Health Source*

Monday, March 11, 2013Start Time: 6:30 p.m.PALOMAR HEALTHBOARD OF DIRECTORSREGULAR MEETING AGENDAMission and Vision“The mission of Palomar Health is to heal, comfort andpromote health in the communities we serve.”Pomerado Hospital15615 Pomerado Rd.Poway, CA 92064“The vision of Palomar Health is to be the health system of choice for patients,physicians and employees, recognized nationally for the highest qualityof clinical care and access to comprehensive services.”I. CALL TO ORDER 2TimePageII. OPENING CEREMONY 5A. Pledge of AllegianceIII. PUBLIC COMMENTS 5(5 mins allowed per speaker with cumulative total of 15 mins per group - forfurther details and policy see Request for Public Comment notices availablein meeting room.)IV. MINUTES * 5 1A. Closed Session Meeting - February 11, 2013B. Regular Board Meeting - February 11, 2013V. APPROVAL OF AGENDA to accept the Consent Items as listed * 10 12A. Approval of Revolving, Patient Refund & Payroll Fund Disbursements – January 20131. Accounts Payable Invoices2. Net PayrollTotal$44,425,279.00$14,961,113.00$59,386,392.00B. Ratification of Paid BillsC. Summary of Executed Budgeted Routine Physician Agreements - Addendum AD. January 2013 and YTD FY2013 Financial Report - Addendum BE. Arch Request to Index Sponsorship Guarantee to Line of CreditF. Hospitalist Services Transition for the DistrictG. Approval of Board Policies1. Annual Budget Approval, 218092. Board Member Benefits, 498123. Board Self-Evaluation, 217824. Compliance and Ethics Plan, 21781VI.VII.PRESENTATIONSThere are no presentations this month.REPORTSA. Medical Staffs*1. Palomar Medical Center - Richard C. Engel, M.D. 5 26a. Credentialing and Reappointmentsb. Core Privileges for Expresscare Nurse Practitioner*2. Pomerado Hospital - Roger Acheatel, M.D. 5a. Credentialing and Reappointments

B. Administrative1. Chairman of the Palomar Health Foundation - John Forst 5 Verbal Report2. Chairman of the Board - Ted Kleiter 5 Verbal Report3. President and CEO - Michael Covert, FACHE 5 Verbal ReportVIII.INFORMATION ITEMSIX. COMMITTEE REPORTS 30 45A. Governance / Audit and Compliance CommitteeB. Human Resources CommitteeC. Community Relations CommitteeD. Strategic / Facilities and Grounds CommitteeE. Quality Review CommitteeF. Finance CommitteeG. Other Committee Chair Comments on Committee HighlightsX. BOARD MEMBER COMMENTS/AGENDA ITEMS FOR NEXT 5MONTHXI.ADJOURNMENT

Palomar HealthBOARD OF DIRECTORSClosed SessionPalomar Health Downtown CampusGraybill AuditoriumMonday, February 11, 2013AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UP/RESPONSIBLEPARTYCALL TOORDERNOTICE OFMEETINGADJOURNMENTTO CLOSEDSESSIONCLOSEDSESSIONOPEN SESSIONRESUMESFINALADJOURNMENTSIGNATURESBoard Secretary7:18 P.M.Quorum comprised Directors Kleiter Krider, Yerxa, Greer, Kaufman, Wickes andGriffith.Notice of Meeting was mailed consistent with legal requirements.Pursuant to Government Code § 54956.9 (a) Conference with Legal Counsel –Pending LitigationPursuant to Government Code § 54956.9 (a) Conference with Legal Counsel –Pending Litigation___________________________________Linda Greer, R.N.MOTION: by Chairman Kleiter toadjourn to closed session.All in favor. None opposed.MOTION: by Chairman Kleiter toresume open session . There was noaction taken in closed session.MOTION: by Chairman Kleiter forfinal adjournment at 7:44 P.M.Board Assistant___________________________________Debbie Hollick11

CALL TO ORDERBOARD OF DIRECTORSREGULAR BOARD MEETINGPalomar Health Downtown CampusGraybill AuditoriumMonday, February 11, 2013AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYOPENING CEREMONYMISSION AND VISION STATEMENTS635 P.M.Quorum comprised of Directors Kleiter, Yerxa,Greer, Krider, Kaufman, Griffith and Wickes.The Pledge of Allegiance was recited in unison.The Palomar Health mission and visionstatements are as follows:The mission of Palomar Health is to heal,comfort and promote health in thecommunities we serve.NOTICE OF MEETINGPUBLIC COMMENTSAPPROVAL OF MINUTES Regular Board MeetingJanuary 14, 2013Closed Session Board MeetingJanuary 14, 2013The vision of Palomar Health is to be thehealth system of choice for patients,physicians and employees, recognizednationally for the highest quality of clinicalcare and access to comprehensive services.Notice of Meeting was mailed consistent withlegal requirementsAlmaida Marcos of Marcos Financial SolutionsCenter offered her services.MOTION: by Director Krider, 2 nd byDirector Kaufman and carried toapprove the Regular Board andClosed Session Meetings minutesof January 14, 2013 as submitted.All in favor. None opposed.21

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTY• Palomar Medical Center /Pomerado Medical Center BoardCurriculum Vitaeof the Credentialing and ReappointmentRecommendations and Palomar Medical Center/ Pomerado Medical Center Board CurriculumVitaeapprove the Palomar MedicalCenter Medical Staff ExecutiveCommittee Credentialing andReappointment Recommendationsfor Medical Staff and the PalomarMedical Center / Pomerado MedicalCenter Board Curriculum Vitaepresented.Pomerado Medical Center• Credentialing andReappointmentsAdministrativePalomar Pomerado Health FoundationRoger Acheatel, M.D., Chief of Staff, PomeradoHospital, presented requests for approval of theCredentialing and ReappointmentRecommendations.Craig Brown, Palomar Health Foundation BoardVice-Chair reported the following:In January 2013, the Foundation received$168,528 in cash, new pledges and pledgepayments compared to $109,623 in January2012 (an increase of 54%). $2,279,146 in cash,new pledges and pledge payments have beenreceived FY2013 to date compared to$1,279,146 in FY2012 (an increase of 78%).Dr. Alicia Gwynn, wife of baseball great and Hallof Famer, Tony Gwynn Sr., joins the PalomarHealth Foundation Board as its newest directorfollowing a unanimous vote by the board ofdirectors in late January. Dr. Gwynn is alicensed ordained minister, teacher,entrepreneur and author who has beenrecognized for her leadership in business aswell as her philanthropic work in the community.She is the President of the Tony and AliciaGwynn Foundation, a charity organizationAll in favor. None opposed.MOTION: by Director Yerxa, 2 nd byDirector Kaufman and carried toapprove the Pomerado HospitalMedical Staff‘s ExecutiveCommittee Credentialing andReappointment Recommendationsas presented.All in favor. None opposed.54

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYdedicated to bettering the lives ofdisadvantaged youth.Phase two of the donor recognition plaques andsignage continues with 26 donor signs alreadyinstalled and 50 additional plaques scheduled tobe installed in March. Initial feedback fromdonors and physician groups has been verypositive.The Executive Committee will meet onThursday, February 14. The Full Board will meeton Tuesday, March 26. Foundation boardmembers are scheduled to make donorappreciation calls on Tuesday, February 26.The Medical Staff Campaign has received$3,822,155 million toward the $5 million goal incash and pledges as of January 31, 2013.The Chapel Campaign has received $266,592in cash and the project has been approved tomove into the design phase. The establishmentof the timeline for construction will begin withinput from key stakeholders. Fundraising effortscontinue as we strive to reach our goal of$500,000.The Employee Campaign has received$2,680,018 million in cash and pledges as ofJanuary 31, 2013.The Editorial Advisory Committee met to reviewthe content of the upcoming issue, to includefeatures on Alicia Gwynn, Harold & PennyDokm and a chapel project update as well asfeatures on Pauma Valley donors.The sixth Vital Matters seminar was held onJanuary 16 focusing on Health and Wellnesswith 30 attendees. The next Vital Mattersseminar will be held on March 6 with guestspeaker, Dr. Patrick Fitzgerald, renowned ear,nose and throat specialist focusing on hearing65

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYloss.The Grateful Patient program is set for an earlyMarch launch. A Foundation board member hasagreed to participate in the matching giftprogram by matching up to $25,000 in supportof this initiative. The letters, signed by Dr. Moir,the physician campaign chairman, and agrateful patient, will be sent to physicians,donors and patients and will be followed up byphone calls to significantly increase responserates.The Palomar Health Foundation is hosting thefirst Physician Alumni Reunion on March 28, incelebration of Doctors’ Day. The reunion themeis Honoring the Past, Celebrating the Presentand Envisioning the Future. Palomar Healthphysicians will be invited to attend a morningContinuing Medical Education course, tour thenew Palomar Medical Center, attend a luncheonin honor of retired physicians to be followed bythe Palomar Health Physician Awards receptionin honor of Doctors’ Day.Chairman of the BoardPresident and CEOTed KleiterChairman Kleiter reported that one of his familymembers recently had the opportunity toexperience the care provided at PalomarHealth. He noted that they were very impressedwith the prompt, courteous and efficient servicegiven by everyone involved, and the extremelyhigh level of care his family member received.Mr. Kleiter noted that new Board photos hadbeen taken earlier in the day; these photos willbe used to update the displays throughout theorganization as well as on the Palomar Healthwebsite. Board biographies will also be updatedat this time.Michael CovertMr. Covert congratulated Directors Greer andWickes for having completed the Best on Board76

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYGovernance education program.Orientation sessions are well underway forDirectors Wickes and Griffith, and will continuethrough the months of March and April. Mr.Covert invited all Board members to attendthese orientations, schedules permitting.Mr. Covert reported that Town Hall meetings arecontinuing at both campuses. He also wished tothank everyone who participated in the recentservice awards events, noting that stafffeedback has been very positive vis-à-visleadership attendance and participation.Mr. Covert discussed the recent site visit to theMayo Clinic Health System, where discussiontook place re: possible clinical affiliationactivities. Mayo has developed several suchrelationships with other health systems over thepast couple of years and Palomar Health isexploring the opportunity to do the same. Moreto follow.A series of meetings have been established withLoma Linda University Medical Center to furtherprogress towards developing a mutuallybeneficialpartnership between the twoorganizations. Mr. Covert noted he expects tohave a blue print for action with Loma Lindabeginning July 1 st of this year.The February Board Strategic & FacilitiesPlanning Committee meeting will cover a myriadof topics such as the drafting of strategic andoperational goals and initiatives for FY2013 aswell as updates on the Hospitalist, CardiacSurgery, and Medical Staff Leadershipprograms, and how this will all tie into the largerinitiatives that will be implemented within thenext several years. He extended an invitation toall of the Board members for these meetings.Currently there are three additional Chief87

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYCOMMITTEE CHAIR COMMENTSGovernance / Audit andComplianceMarketing and Communications Officercandidates slated for interviews in the upcomingweeks.Mr. Covert reported on the tremendous volumethe Palomar Health Downtown CampusExpresscare Plus has experienced over thepast six months. To that end, Palomar Healthhas asked the State Licensing and CertificationOffice to permanently license this space as a24/7 Stand-by Emergency Department Thesurveyor who visited the facility recentlyindicated that everything went well and that theorganization can expect to receive the licenseas a Stand-by Emergency Department onFebruary 20 th . The name on the outside of thebuilding will change from “Expresscare Plus” to“Standby Emergency Medical Services” at thattime.Director Greer reported that the newlycombinedGovernance / Audit & ComplianceCommittee will encompass all three disciplines.She noted that the first meeting was veryinformational, and that they are “off and running”to a great start. Human Resources Director Krider reported that the 2013 BoardHuman Resources meetings are currentlyscheduled for the third Wednesday of eachmonth and will continue with this recurrence.Beginning in February, there will be ClosedSessions at the conclusion of each BoardHuman Resources meeting to update the Boardon the results of the CNA and CHE negotiationsand their status.Open enrollment was held between October 8thand October 31st of this year, with a special“Oops” period between November 19th andNovember 28th after confirmation statementswere sent out. Costs continue to go up, with a6.9% increase in premium health care costs.The open enrollment shift changed betweenDec-12 to Jan-13 with greater participation in98

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYthe HMO. There were also fewer employeeswaiving coverage this year.It was noted that last year Palomar Healthprocessed 43,233 applications. From the CalState University San Marcos program, NationalUniversity, Palomar and Mira Costa colleges,Palomar Health graduated over 550 registerednew grads each year; Director Greer remarkedthat she was impressed with that number.Preferential hiring consideration is given tothose students who graduate from CSUSM. Board Quality Review Director Greer reported that the 2013 Quality /Patient Safety Action Plan will include QualityImprovement, Patient Safety, PatientSatisfaction, Regulatory Readiness, MedicalStaff Engagement, Clinical ResourceManagement and Risk Management.The plan of correction for the findings from theMock Joint Commission Survey will beimplemented and monitored by the SystemwideInterdisciplinary Regulatory Steering Committeeco-chaired by Joy Gorzeman, Chief NursingOfficer, Palomar Medical Center, and KimColonnelli, Chief Nursing Officer, PomeradoMedical Center. Ongoing reports will be sharedwith the Board Quality Review Committee. Strategic & Facilities Planning The January 2013 Strategic & Facilitiesplanning meeting summary was accepted aswritten. Finance Director Kaufman reported that the committeereviewed and approved the Calendar Year 2013Finance Committee Schedule which includedthe dates, times and locations for regularlyscheduled meetings, as well as for regularspecial meetings held in conjunction with the fullBoard or other Board Committees. The draftagenda for meeting topics for calendar year2013 was also reviewed and approved.The reporting format for program reviews will bemodified this109

AGENDA ITEM DISCUSSION CONCLUSIONS/ACTION FOLLOW-UPRESPONSIBLE PARTYyear, with only those programs that havenotable information to be reviewed via formalpresentation. Other programs due for reviewwould merely be included as informationalread-ahead materials, referenced briefly duringthe Information Items portion of the agenda. Community Relations Director Kaufman reported that, going forward,the monthly Board Community Relationscommittee meetings will start at 4 p.m.A presentation on the HealthSource magazinewas given to the Community Relationscommittee which highlighted the many articlesand classes Palomar Health offers, and howthey align with the organizational strategicinitiatives. The HealthSource magazine isproduced by the Palomar Health Marketing andHealthSource Departments three times a yearand is mailed to over 120,000 households. TheSeptember - December 2012 issue contained191 classes which resulted in 2,168 registrants. Additional Comments There were no additional commentsADJOURNMENTSIGNATURES• Board Secretary• Board Assistant7:15 P.M.__________________________________Linda C. Greer, R.N.___________________________________Debbie Hollick1110

Arch Health PartnersRequest for Action by the Palomar Health BoardTO:Board of DirectorsMEETING DATE: Monday, March 11, 2013FROM:BY:Vicky Lister, Executive Director, Arch Health PartnersCecil Dunagan, CFO, Arch Health PartnersBoard Finance CommitteeMonday February 25, 2013Background: The Arch Health Partners (AHP) Board requests that PalomarHealth’s (PH) DMHC Sponsorship for the purpose of meeting DMHC balancesheet criteria be indexed to match the Line of Credit.Currently, the Guarantee as approved by the Board is fixed at $5M, which wastied to the Line of Credit at that time. Although the Guarantee is not recorded oneither PH’s nor AHP’s balance sheet, DMHC allows such Guarantee to befactored into AHP’s balance sheet ratios that measure compliance with DMHCrequirements. Currently, the outstanding balance of the Line of Credit exceedsthat amount, and any outstanding Line of Credit balance above $5M negativelyimpacts the balance sheet ratios required by the DMHC.AHP requests that the amount of the Guarantee be tied to and adjust with theoutstanding balance of the Line of Credit, thereby eliminating the negative effecton AHP’s balance sheet ratios that determine AHP’s compliance with DMHCrequirements.Budget Impact:NoneStaff Recommendation: Staff recommended approvalCommittee Questions:COMMITTEE RECOMMENDATION: The Board Finance Committeerecommends approval to index the Sponsorship Guarantee so that it wouldmatch the Arch Line of Credit at any given time.Motion:XIndividual Action:Information:Required Time:Form A - Arch Guarantee.doc13

Hospitalist Services Transition for the DistrictTO:Board of DirectorsMEETING DATE: Monday, March 11, 2013FROM:BY:Vicky Lister, Executive Director, Arch Health PartnersBob Hemker, CFO, Palomar HealthBoard Finance CommitteeMonday February 25, 2013Background: Palomar Health has had a contract with Neighborhood Healthcare (NHC)to run the hospitalist program for the District. As NHC has submitted a letter oftermination, to become effective April 1, 2013, Management has been seeking asolution to provide a replacement for those services.California Emergency Physicians (CEP) has submitted a proposal for an ED/HospitalistModel that Management believes would provide that solution. The contract as currentlydrafted would be for one year and contains specific performance incentive goals for 24physicians to cover all of the District’s acute care facilities.Budget Impact:Approximately $300,000 for FY2013Staff Recommendation: Staff recommended approvalCommittee Questions:COMMITTEE RECOMMENDATION: The Board Finance Committee recommendsapproval to enter into a one-year agreement with CEP related to hospitalist services, tobecome effective 4/1/13 under the terms and conditions as discussed, withManagement to be empowered to pen the final terms and conditions of the agreement.Motion:XIndividual Action:Information:Required Time:Form A - CEP.doc14

Source:Board of DirectorsPolicyAnnual Budget Approval21809 Official (Rev: 5)Applies to all PalomarHealth Facilities:Applies to Departments:I. PURPOSE:To establish policy, as a part of the Board's fiduciary obligation expressed in the Llocal Hhealth CcareLlaw and the Bboard bBylaws, and in compliance with the standards of the Joint Commission onAccreditation of Health Care Organizations, the Governing Board is responsible for PalomarHealth’sthe Health District's annual budgets, both operating and capital budgets, develops a long-termcapital expenditure plan, and monitors the implementation of same.II. DEFINITIONS:III. TEXT / STANDARDS OF PRACTICE:A. The Board has delegated certain responsibilities to the Finance Committee, and the Committeeserves as an advisor to the Board for budgetary purposes. Those responsibilities include:1. Review the proposed annual operating budgets for the DistrictPalomar Health and itsentities;2. Review and make recommendations for the final consolidated operating budget.3. The development and recommendation of an annual capital budget spending limit bycategory of expenditure: medical and non-medical equipment; facility renovations andimprovement; information technology; and reserve funds.B. A system of incremental reporting on the budget process is done, to ensure Board approval andadoption of the annual budget is completed prior to the commencement of the fiscal year.C. Prior to the full Board's approval, a thorough presentation is to be made to the Board withopportunity for questions.D. This policy will be reviewed and updated as required or at least every three years.DOCUMENT / PUBLICATION HISTORY:Original Document Date: 02/94Reviewed: 04/18/95; 01/99; 06/05; 09/07Revision Number: 5 Dated: 09/11Document Owner: Bob HemkerAuthorized Promulgating Officers: Ted Kleiter, ChairmanCROSS REFERENCE DOCUMENTS:Prior to 2005 this policy was Board Policy 10-502IV. ADDENDUM:V. PUBLICATION HISTORY:Revision Effective Document Owner at Publication Version NotesNumber Date5 (this 10/18/2011 Bob Hemker, Chief Financial Officer Correction of typographical15

version)errors, addition of proceduralchanges in effect as ofcreation of FY2012 budget,changes to review date,owner and name of BoDChair4 11/14/2007 Bob Hemker, Chief Financial Officer Changes as part of review(Changes)cycleAdded at review: No materialchange made to text ofdocument. Updatedsignatures to current signers.VI.Added at review: No changesat this time[This document revision wasgenerated to track reviewsignatures and does notcontain any changes from theprevious revision.][Reviewed on 11/5/2010 byBob Hemker: Extendedreview to 11/5/2011]3 11/14/2007 Ofer Barlev, Legal Associate Changes as part of review(Changes)cycleAdded at review: No materialchange made to text ofdocument. Updatedsignatures to current signers.2(Changes)11/14/2007 James Neal, Director of CorporateIntegrity1 06/01/2005 James Neal, Director of Corporate(Changes)IntegrityChanges as part of reviewcycleOriginal Document Date: 2/94Reviewed: 4/18/95; 1/99;6/05Revision Number: 1 Dated:6/05Document Owner: MichaelCovertAuthorized PromulgatingOfficers: Marcelo R. Rivera,ChairmanVI.Authorized Signer(s):REFERENCES:( 01/30/2012 ) Bob Hemker, Chief Financial Officer( 01/30/2012 ) Janine Sarti, General Counsel( 02/02/2012 ) Ted Kleiter, Chairman, Board of DirectorsReference Type Title NotesSource DocumentsPrior to 2005 this policy was Board Policy10-50216

Paper copies of this document may not be current and should not be relied on for official purposes. Thecurrent version is in Lucidoc at .https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:2180917

Formatted: Font: (Default) Arial, 10 ptSource:Board of DirectorsPolicyBoard Member Benefits49812 Official (Rev: 0)Applies to Facilities: Applies to Departments:All Palomar Health FacilitiesI. PURPOSE:A. To establish policy to describe Board member benefits and plan eligibility.II. DEFINITIONS:a. Board. A publically-elected member of the Palomar Health Board of Directors, for so long as theyare in office.b. Former Board. A former Board member no longer in active service on the Board, who has servedat least one (1) term (i.e., four (4) years) on the Board.c. Retired Board. A former Board member who served on the Board after January 1, 1981, andwhose total service with Palomar Health at the time of their termination or resignation was at leasttwelve (12) continuous years of service.III. TEXT / STANDARDS OF PRACTICE:A. The Board are eligible to participate in the following benefits:1. Health, Dental and Vision Insurancea. Board members and their eligible spouses and dependents may elect to participate inthe health, dental and vision insurance plan(s) currently offered to Palomar Healthemployees.b. Health, dental and vision insurance is provided at no cost to the Board, regardless oflevel of coverage (i.e., single coverage, family coverage).c. A waiver of medical and dental insurance (with proof of other coverage) is available tothe Board. This provides cash in lieu of these insurance benefits.2. Life Insurancea. Palomar Health provides Board members with $100,000 of life insurance, and spousallife insurance up to $100,000 (with guaranteed issue for spouses of $10,000 and therest subject to underwriting) at no cost to the Board member.b. Life insurance for Board members at $100,000 and spouse at $10,000 is guaranteedissue and is not subject to an age reduction schedule.3. Pre-Paid Legala. Board members may participate in the pre-paid legal plan offered to Palomar Healthemployees. Palomar Health provides this coverage to Board members at no cost.4. Long-Term Carea. Board members who served on the Board and made an election for coverage beforeApril 30, 2011 may elect long-term care insurance at no cost. This benefit is no longeravailable after April 30, 2011.5. Supplemental Coveragea. Palomar Health provides one (1) of the following three (3) types of voluntary plans atno cost to the Board member: Personal Accident Expense Plan, Cancer ProtectionPlan, and Hospital Confinement Indemnity Plan.b. Board members may purchase other plans at Palomar Health negotiated rates.18

B. Benefits available to Former Board members:1. Former Board members, their spouses and eligible dependents may continue to participatein Palomar Health’s health, dental and vision plans on a self-pay basis. Once their term hasended participation may continue until such Former Board member, or his/her spouse,becomes Medicare-eligible or becomes eligible for benefits under another employer plan(regardless of whether he/she has enrolled).2. A Former Board member who is not eligible for Medicare or other comparable employerbenefits will have sixty (60) days after the end of the final term to elect continuation ofcoverage.3. Former Board members who terminate coverage will not have the option to re-enroll.C. Benefits Available to Retired Board members1. Retired Board members, their spouses and eligible dependents are eligible for continuinghealth insurance coverage under the same plan as Palomar Health employees at no costuntil they reach Medicare eligibility. At Medicare eligibility, a Medicare supplement plan willbe provided at no cost. These benefits continue for life regardless of the availability of othercoverage. If the Retired Board member on an active Palomar Health plan who does not yetqualify for Medicare moves out of the service area of a given health insurance plan, theRetired Board member will be transferred to a Palomar Health plan that will providecoverage. If there is no Palomar Health plan available that can provide coverage, this benefitwill be discontinued at that time for the Retired Board member.2. Retired Board members, their spouses and eligible dependents may continue to participatein the Palomar Health dental and vision plans at no cost.3. Retired Board members who terminate coverage will not have the option to re-enroll.IV. ADDENDUM:V. PUBLICATION HISTORY:RevisionNumber0 (thisversion)Effective Document Owner at PublicationDate02/27/2013 Sarah E Jordan, Contract Specialist -Legal DeptVersion NotesThis is the original versionVI.Authorized Signer(s):REFERENCES:( 02/27/2013 ) Janine Sarti, General CounselReference Type Title NotesPaper copies of this document may not be current and should not be relied on for official purposes. Thecurrent version is in Lucidoc at .https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:49812$019

Source:Board of DirectorsPolicyBoard Self-Evaluation21782 Official (Rev: 3)Applies to Facilities:All PPH Palomar HealthFacilitiesApplies to Departments:Board of DirectorsI. PURPOSE:To establish policy, requiring the Board to evaluate its performance and establish standards/goals onan annual basis in accordance with the standards of the Joint Commission and with the laws of theState of California.II. DEFINITIONS:III. STANDARDS OF PRACTICE:A. Consistent with the Board's desire for self-improvement and effectiveness and in compliance withthe Joint Commission, the Board shall evaluate its performance on an annual basis.B. The Board shall evaluate its performance and establish standards/goals on an annual basis. Abrief, mid-calendar review is advisable to check progress.C. Members shall use their best efforts to attend all meetings involving the Board's self-evaluation.D. This policy will be reviewed and updated as required or at least every three years.V. PUBLICATION HISTORY:RevisionNumber3 (thisversion)EffectiveDateDocument Owner at Publication02/15/2012 Janine Sarti, General CounselChiefLegal OfficerVersion NotesImplementing February 2010Governance Committeeedits.Formatted by tw2 01/01/2005 Ofer Barlev, Legal Associate Original Document Date: 3/89(Changes)Reviewed: 1/93; 2/94; 2/99;1/05Revision Number: 1 Dated:1/05Document Owner: MichaelCovertAuthorized PromulgatingOfficers: Marcelo R. Rivera,ChairmanAdded at review: No materialchange made to text ofdocument. Updatedsignatures to current signers.[This document revision wasgenerated to track reviewsignatures and does notcontain any changes from theprevious revision.]20

VI.1 01/01/2005 James Neal, Director of Corporate(Changes)Integrity[Reviewed on 1/6/2010 byOfer Barlev: Extended reviewto 1/5/2013][Ofer Incorporated changeson 2-26-10 from GovernanceCommittee Meeting]Original Document Date: 3/89Reviewed: 1/93; 2/94; 2/99;1/05Revision Number: 1 Dated:1/05Document Owner: MichaelCovertAuthorized PromulgatingOfficers: Marcelo R. Rivera,ChairmanVI.Authorized Signer(s):REFERENCES:( 02/15/2012 ) Janine Sarti, General Counsel( 02/15/2012 ) Ted Kleiter, Chairman, Board of DirectorsReference Type Title NotesPaper copies of this document may not be current and should not be relied on for official purposes. Thecurrent version is in Lucidoc at .https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:2178221

Source:Board of DirectorsPolicyCompliance and Ethics Plan21781 Official (Rev: 4)Applies to Facilities:Applies to Departments:I. PURPOSE:A. To describe the structures and practices determined by the Board to establish an effective plan forpromoting transparency, ethical behavior and compliance with applicable laws in all activities of theDistrict.II. DEFINITIONS:III. TEXT / STANDARDS OF PRACTICE:As evidence of its commitment to ethical behavior and compliance with all local, state, and federallaws rules, regulations the Board has determined that the following steps will constitute theorganization’s Compliance and Ethics plan:A. Designation of Corporate Compliance Officer (CCO): The Corporate Compliance Officer isappointed by the Chief Executive Officer, with the concurrence of the Board, through itsGovernance, Audit and Compliance Committee. The CCO reports directly on all matters to theChief Legal OfficerEO and indirectly to the Board, through its Governance, Audit and ComplianceCommittee. The CCO may not be discharged without the concurrence of the Board. The CCO willserve as a model for ethical behavior and will promote an awareness and understanding of positiveethics and principles while leading activities designed to ensure compliance with federal and statelaw throughout the District.B. Designation of Compliance and Ethics Committee (CEC): The charter and membership of theCompliance and Ethics Committee will be subject to the periodic review and approval of theGovernance, Audit and Compliance Committee. The purpose of the CEC is to ensure that issuesrelated to ethical behavior and compliance at PPH Palomar Health are subject to review by andhave the support of a diverse group of individuals throughout the District. Members will beappointed annually by the CEO.C. Written policies and procedures: Written policies and procedures are an essential means bywhich organizational expectations and decisions about operating processes are communicated tothose working for and within Palomar HealthPH. These include the organization’s Code of Conduct,which each employee, volunteer, contract staff and medical staff member will be required to reviewand acknowledge upon association with Palomar HealthPH and periodically thereafter.Performance evaluations and recredentialing criteria also require evaluation for adherence to thebehaviors described in the Code of Conduct. The CCO and CEC are charged with developingappropriate procedures relating to ethics and compliance and reporting periodically to the Board ontheir discharge of this responsibility.D. Training and Education Programs: Effective training and education is a fundamental part of thePalomar HealthPH approach to ethics and compliance. While the specific areas of training andthose to whom it is provided will vary at different times, each of the following groups will completeannual training in ethical behavior and compliance as a condition of employment / continuedassociation:1. Employees2. Board of Directors22

3. Medical Directors4. Contracted Staff Members5. Medical Staff Members6.5. VolunteersIn addition to this annual training, the CCO and CEC are charged with planning, developingand delivering appropriate training related to areas at high risk for fraud, non-compliance orunethical behavior and reporting periodically to the Board on their discharge of thisresponsibility.E. Effective lines of communication:1. Each person employed by, credentialed by or associated with Palomar HealthPH isexpected to speak up about matters that they see within its operations that appear to beunethical, unsafe, or not in compliance with law. The best way to do that is simply to speakdirectly to the person(s) involved.2. Those speaking up should always do so in a manner that respects the dignity of otherindividuals involved and after making a reasonable effort to obtain accurate information.3. While Palomar HealthPH maintains various avenues by which reports of improper behaviormay be made, an open line of communication between the CCO and all individuals atPalomar HealthPH is essential for the effectiveness of this ethics and compliance plan. Allindividuals may access the CCO via the confidential Palomar HealthPH Compliance Hotline,personal meeting, direct phone call, email, voice mail or any other route about any matterrelating to Palomar HealthPH. This access will be supported by appropriate procedures thatensure that those who use it will be protected from any reprisal, or retribution, or retaliationand that provide methods for communication of results relating to investigations, asappropriate.4. The CCO is responsible for investigating all reports of possible non-compliance brought tohis / her attention, documenting the actions taken to address verified matters andperiodically reporting on such activities to the Board on the discharge of this responsibility.5. The CCO and CEC are charged with developing appropriate procedures and transmissionsabout these lines of communication and reporting periodically to the Board on theirdischarge of this responsibility.F. Enforcement of Standards: The effectiveness of this plan depends on consistent enforcement ofstandards related to ethical behavior, compliance and the detection and reporting of such behaviorby others if they persist in it.1. Disciplinary procedures are no different for non-compliance and unethical behavior than forother inappropriate conduct. (See e.g. Disciplinary Guidelines, Lucidoc # 10468; PalomarMedical Center Medical Staff Disruptive Conduct Policy and Procedure; Pomerado HospitalMedical Staff Disruptive Conduct Policy and Procedure).2. The Chief Human Resources Officer and the Chiefs of the Medical Staffs of Palomar MedicalCenter and Pomerado Hospital are charged with periodically reporting to the Board onactions taken to respond to verified acts of unethical behavior and non-compliance.G. Auditing and Monitoring: The use of audits, other monitoring techniques and periodic riskevaluation is an important part of this plan.1. The CCO and CEC are responsible for developing appropriate procedures and a structuredplan for routine monitoring and auditing that reflects the backgrounds and responsibilities ofthe individuals involved as well as risk areas identified from the activities of the Departmentof Health and Human Services Office of the Inspector General, Center for Medicare andMedicaid Services, Medicare contractors, law enforcement agencies, the CaliforniaDepartment of Public Health, internal and external reviews.2. The CCO and CEC are responsible for periodically reporting on the outcomes of suchauditing and monitoring, as well changes to the established plan, to the Governance, Auditand Compliance Committee and the leadership of Palomar HealthPH.23

H. Response to detected offenses: Investigations of reported or suspected instances of unethicalbehavior and / or non-compliance are conducted under the supervision of the CCO. Upon receivinga report of suspected non-compliance the CCO will initiate a prompt investigation. The CCO willalso determine the steps that need to be taken to correct, otherwise respond to and / or report thematter to appropriate authorities, including the submission of any overpayments, as appropriate.The CCO will engage the District Audit Officer, General CounselChief Legal Officer and others inall these activities, as appropriate, but still remains responsible to the Board for the adequacy of theactions taken to respond to and correct detected non-compliance.I. Evaluations of effectiveness: The CCO will provide the Board, through its Governance, Audit andCompliance Committee, with an annual evaluation of the effectiveness of Palomar Health’sPH’scompliance efforts. Periodically, the Governance, Audit and Compliance Committee will engage anexternal reviewer to provide a similar assessment.IV. ADDENDUM:V. PUBLICATION HISTORY:RevisionNumber4 (thisversion)EffectiveDateDocument Owner at Publication04/11/2011 Martha (Marty) Knutson, CorporateCompliance OfficerVersion NotesRevision of the policy wasnecessary to include recentdevelopments in Complianceand Ethics best practices.VI.Added at review: TheCompliance and Ethics Planwas reviewed and approvedby the Board at the March 12,2012 Board meeting.[Reviewed on 3/27/2012 byNicole Adelberg: Set nextreview date to 3/17/2015]3 11/14/2007 Ofer Barlev, Legal Associate Changes recommended as(Changes)part of review cycleAdded at review: No materialchange made to text ofdocument. Updatedsignatures to current signers.2(Changes)11/14/2007 James Neal, Director of CorporateIntegrity1 12/04/2006 James Neal, Director of Corporate(Changes)IntegrityChanges recommended aspart of review cycleUpdated virsionVI.Authorized Signer(s):REFERENCES:( 04/20/2011 ) Ted Kleiter, Chairman, Board of DirectorsReference Type Title Notes24

Paper copies of this document may not be current and should not be relied on for official purposes. Thecurrent version is in Lucidoc at .https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:2178125

Board Governance, Audit and Compliance CommitteeActivity SummaryFebruary 21, 2013ACTION ITEMS:Approval of Minutes – Motion by Director Greer, second by Director Yerxa and carried toapprove the minutes of the Audit and Compliance meeting held on January 17, 2013. All infavor. None Opposed.Board Self Evaluation – 21782 - Reviewed and approved with changes.Annual Budget Approval – 21809 – Reviewed and approved with changes.Board Member Benefits Policy – 49812 – Reviewed and approved with changes.Compliance and Ethics Plan – 21781– Reviewed and approved with changes.INFORMATION ITEMS:Board of Directors Education Topics – Ms. Sarti asked if there were any particulartopics that the GAC Committee would be interested in. Ms. Greer discussed that theBoard members are currently working on the Best on Board Certification and theBoard Self- EvaluationExternal Quality Assessment Review (EQAR) Status – Mr. Boyle communicatedthat as a cost-avoidance measure, the External Quality Assurance Review of theAudit and Compliance has been postponed for next fiscal year.Internal Audit Services Department Charter – Mr. Boyle presented the revisedversion of the Internal Audit Services Department Charter.Planning for New Financial Audit Engagement – Mr. Boyle discussed that theRFP’s need to be prepared for External Auditors for Financial Year End Audit.Compliance and Ethics Committee Report – Mr. Neu delivered a Compliance andEthics Committee Activity Report which included Recent Investigations andEnforcement, 2013 OIG Risk Assessment and Palomar Health work plan, Imaging45

Orders, Revenue Cycle Dashboard, ABN Update, Privacy and 2013 ComplianceEducation and Conflict of Interest disclosure.Hotline Activity – Mr. Neu presented the hotline activity for Q4 2013, 19 issues werereported. No level A allegations and no trends were identifiedNext Meeting – March meeting has been cancelled and the next meeting will be onApril 4, 2013 at 6:00pm in the Grand Conference room.46

Synopsis of Board HR Committee MeetingFebruary 20, 2013Informational: Employee Relations UpdateSusan Gray, Director, Employment & Labor RelationsThe annual report on labor relations proved that 2012 was very similar to 2011 with the addition that we now track verbalwarnings.In Calendar Year 2012, we had 44 “repeat offenders” and in Calendar Year 2011, we had 37. However, 38 of theseemployees are no longer with Palomar Health.We have seen a bit of decline in our Corrective Actions by Union for CNA between 2011 and 2012.Terminations:We typically do not terminate employees for attendance, most employees resign. In addition, terminations due toMisconduct and Performance are also relatively low.Grievances:We are continuing to see a downward trend; however with the return of Union rep, Sara Gurling, we are anticipating anincrease.47

Palomar HealthCommunity Relations CommitteeSummary—February 6, 20131. The Committee approved the new start time of the Community Relations Committee--4 p.m., first Wednesday monthly.2. The Committee discussed the following recommended reporting topics andfrequency: Foundation/Marketing Joint Activity Updateo Quarterly – Ann Braun/Angie Martinez Community / Patient / Family Councilo Every other month Marketing Activity Update – CPMo Quarterly Social Media / Internet / Web Developmento Quarterly Government Relations / Legislativeo Seek Recommendation from new CMO Flu Shot Update – March 6, 20133. Nina Kim provided a demonstration of the updated Physician Find tool onPalomarHealth.org as well as the Enhanced Mobile Physician Finder which goes liveon March 1, 2013. The enhancements include a physician finder which is optimizedfor mobile searches, Google maps and driving directions to the hospital andphysician offices, and brand cohesion. Nina also mentioned that both registrationand bill pay online has increased.48

Board Committee Activity SummaryBoard Strategic & Facilities Planning Committee MeetingFebruary 19, 2013ACTION ITEMS: There were no action items.INFORMATION ITEMS:Physician Leadership / Engagement: Dr. Duane Buringrud, Chief Medical QualityOfficer, Leslie Solomon, Director Organization Development, and Brad Krietzberg,Director Organizational Development presented on Physician Leadership / Engagement.Discussion included the 2013 Medical Director Goals as well as the Physician OnboardingProgram, the goal of which is to provide an optimal on-boarding experience toensure physicians adapt quickly to succeed in the organization and provide high quality,safe care.Learning Module 1 of the Palomar Health Academy of Applied Physician Leadershipwill be presented to physician leaders on April 20, 2013. Objectives of the program are: Demonstrate the burning platform for strong physician leadership at PalomarHealth Demonstrate senior leadership support Clarify the role of the physician leader at Palomar Health Demonstrate how to engage physicians and obtain buy-in Share strategies and tools to manage physician leader performance Engage participants and generate excitement around the programDraft 2013-2017 Strategic Initiatives: Michael Covert, President & CEO, shared theDraft 2013-2017 Strategic Initiatives with the committee, requesting that they bereviewed in-depth offline, and all input regarding the plan be forwarded to him directly.Mr. Covert will also bring the initiatives to division leadership, then return to thiscommittee with their feedback.49

Board Committee Activity SummaryBoard Quality Review CommitteeFebruary 13, 2013ACTION ITEMS: No Action ItemsINFORMATION ITEMS:Medication Usage: Diana Schultz, Quality & Medication Safety Pharmacy Specialistprovided an overview of the quality improvement/patient safety processes for MedicationUsage and presented on the Medication Error Reduction Plan, Medication ErrorReduction Plan Gap Analysis and key areas of focus to include Pharmacy safety data,medication reconciliation, transitions of care and Pharmacy clinical service model.Operative and Other Invasive Procedures: Paul Patchen, Director InterventionalServices, presented on key quality improvement/patient safety activities to include SCIPMeasures, time-outs, and reduction of errors, and key areas of focus to includemonitoring and tracking of pathology samples, immediate use sterilization and the timeoutprocess.Patient Safety Update: Opal Reinbold, Chief Quality Officer shared the safetycommunication initiative video known as ISBARR:I – Introduce yourselfS – SituationB – BackgroundA – AssessmentR – RecommendationR – Read-backThe video and educational plans are being shared with the medical staff, nursing, andother clinical areas.50

M EMORANDUMTO:Debbie Hollick, Executive Assistant to the BoardFROM: Tanya Howell, Assistant to the Board Finance CommitteeDATE: February 26, 2013RE:Board Finance Committee – February 25, 2013, Meeting SummaryINFORMATION ITEMS: Rating Agency Reviews: The Committee was informed of Management’s meetings withbond rating agencies Fitch and Moody’s, in accordance with their annual reviews of theDistrict’s financial performance. Fitch has reaffirmed their previous rating and outlook forthe District; and Moody’s has not yet published an update. Schedule Change for March 2013 Meeting: The Committee reached consensus to beginthe meeting on March 25, 2013, at 5:30 p.m., a slight change from the original time of6:00 p.m.ACTION ITEMS:Change in the Sponsoring Organization Guarantee with Arch Health Partners:Reviewed and recommended approval to index the Sponsorship Guarantee with ArchHealth Partners so that it would match the Arch Line of Credit at any given time.Transition of Hospitalist Services to ED/Hospitalist Model with California EmergencyPhysicians (CEP): Reviewed and recommended approval to enter into a one-yearagreement with CEP related to hospitalist services, to become effective 4/1/13 under theterms and conditions as discussed, with Management to be empowered to pen the finaldetails of the agreement.Summary of Executed Budgeted Routine Physician Agreements: Reviewed andrecommended approval of the budgeted routine Physician Agreements that had beenapproved and became effective during the months of November 2012 and January 2013(full list and background materials may be reviewed elsewhere in the agenda packet).January 2013 and YTD FY2013 Financial Report: Utilizing the standard FinancialReporting Packet, reviewed and recommended approval of the January 2013 andYTD FY2013 financial performance, which reflected an EBIDA of $13.5M compared to abudget of $35.4M. For the month of January, operating income was $107K better thanbudget, and net income was $724K better than budget. The Committee reviewed theresulting variance in detail.51