SOUTH PENINSULA HOSPITAL, INC.
BOARD OF DIRECTORS

SPH Conference Rooms                                                                     December 18th, 2002

CALL TO ORDER:

The meeting was called to order at 6:06 p.m. by Fred Lau.

ROLL CALL:

Present: Fred Lau Julie Derry

Ingrid Avril Lorna Olson

Steve VanWagoner Rick Eckert

Ron Alderfer Kellie Blue

Absent: Wendy Lefton

Also Present: Charles Franz, CEO

Charlie Button, CFO

Dr. Paul Eneboe, Medical Chief of Staff

Larry Dallas, Director of Support Services

Tom Walpole, Director of Human Resources

Barbara Seitz, Health Information Manager

Robbie Coffey, RN, Acute Care

Peggy Pittman, RN, Acute Care

Kimberly Mills, Administrator of Osteocare

Jan Hanenberger, Homer Secretarial Services

APPROVAL OF AGENDA

The agenda was approved as submitted.

COMMENTS OF THE AUDIENCE

Kimberly Mills, Administrator of Osteocare, a bone density clinic in Homer, provided a packet of information on their equipment and three year history. She requested the members peruse the information and reevaluate their decision regarding the hospital duplicating bone density testing in Homer. In the past SPH had decided not to purchase a bone density machine and she requested a response from the members after they had a chance to go over the information provided this evening.

APPROVAL OF MINUTES – REGULAR BOD MEETING, NOVEMBER 20, 2002.

The minutes were approved as submitted.

BOARD EDUCATION - HIPAA UPDATE

Mr. Franz said HIPAA is a significant issue for the hospital and they must be in compliance by April 14, 2003. Barbara Seitz, Health Information Manger, and Mr. Button have been working very hard to make sure they will be in compliance and he felt it would be important for the board to receive an update.

Ms. Seitz thanked the members for their time this evening and presented a brief outline of where they are at this point in time and what still must be done for HIPAA compliance. The final rules were published approximately two years ago and an update modification on privacy rules was published recently. She said the team at SPH has worked very hard to change policies in order to be in compliance. The requirements included having an Administrative Lead, which is Charlie Button, a Security Officer, which is Steve Pyfer, and a Privacy Officer, which is Ms. Seitz. She said the regulations have a heavy emphasis on policies and procedures, which have been written or updated, and they obtained a one year extension on code set requirements. Ms. Seitz added every employee, board member, physician, volunteer, student, contract person, as well as construction workers must receive training on the guidelines. Tracking regarding this training will be done by the Education Department using HcPro as the vendor and the new computer system will address many of the security requirements.

Mr. Button complimented Ms. Seitz on her work and added she is working on this in addition to her regular job duties.

Mr. Alderfer asked if there would be scheduled audits. Mr. Button felt the department would respond more to complaints and would not go to hospitals seeking out problems. There are significant penalties that can be levied and the hospital is taking this very seriously.

Ms. Blue arrived at 6:45 p.m.

OLD BUSINESS

Performance Dashboard

Ms. Derry reported the Governance Committee looked at various formats that have been used and also reviewed adding some items. For the next meeting Mr. Franz will provide a graph along with the formatted report and at that point the board can decide which they prefer. She said the committee recommends having an employee satisfaction survey as well as a medical staff survey done every year. They are concerned with patient satisfaction and are also concerned about employee and medical staff satisfaction, and felt the surveys could be incorporated as a goal for next year.

Dr. Eneboe said one of the medical staff’s biggest projects for next year will be peer review.

Master Plan Development

Mr. Franz said they have asked the architects to put things on hold until they sort out some differences of opinion. Medical staff members raised some concerns about the direction being taken and their concerns will be evaluated before continuing. Dr. Eneboe added the medical staff has some very strong feelings on this issue and are composing a letter containing their concerns.

NEW BUSINESS

Surgical Coverage

Mr. Franz said they are continuing to have some difficulties with the consistency of the hospital’s surgical coverage. Dr. Eneboe has written to the surgeons asking them to work out the difficulties. He felt there may be more problems developing and SPH may have to move ahead with some sort of recruiting action, and has received a call from a physician recruitment firm that will be working with Providence Hospital and Central Peninsula Hospital. Mr. Franz said they plan to be in the area on January 6th and he will meet with them to obtain more information.

Dr. Eneboe added this was also another big issue discussed at the last medical staff meeting.

Computer System Implementation

Mr. Franz informed the members the representatives from CPSI arrived from Mobile, Alabama. He felt they are a very professional group that know their system well and they are working very well with the staff. After the data bases have been cleaned up and converted to the new system CPSI representatives will spend a month working side-by-side with the SPH staff and managers.

Board Resolution - Pension Plan

Mr. Franz said the Economic Growth and Tax Reform Reconciliation Act required a number of changes in pension plan documents in order to address changes in tax laws. This resolution would allow SPH to comply with the requirements.

ALDERFER/ECKERT MOVED TO APPROVE BOARD RESOLUTION #02-07.

The motion carried without objection by voice vote.

COMMITTEE REPORTS

Finance Committee

Ms. Olson said revenue was $73,991 over the budgeted amount, contractuals, such as Medicare, Medicaid, and VA were larger then budgeted, charity care was less then budgeted, and operating revenue was less then projected at $26,000. After adding in operating expenses there was a loss from operations of $50,184. Employee benefits were over by $173,000 due to health claims, holiday pay, and vacation pay. Ms. Olson said if having a loss from operations becomes a trend it will need to be addressed. She added since next month would be the sixth month of the fiscal year Mr. Button will present the whole report during the meeting. Ms. Olson said the only changes made to financial indicators were to raise AC occupancy to 41%, LTC occupancy to 98%, and to reduce contract employee expense by 25%.

Mr. Button added he would be including national and regional benchmarks to compare SPH indicators to other hospitals.

Ms. Olson mentioned Mr. Franz will be sending the AHA Trend Watch to the members, which has some very good information regarding rural hospitals. Dr. Eneboe asked for this to also be sent to the medical staff.

SPHI President

Mr. Lau had no report.

Administrator

Mr. Franz was happy to report that after many long hard months of working on the contract they have reached a tentative agreement. They plan to finalize documents tomorrow, present the contract to the membership for ratification, and it will then go on to the board for approval.

Mr. Franz said in regard to possible small pox vaccinations the Alaska Public Health Department plans to have Elmendorf Hospital, and Alaska Regional Hospital, as the first to be vaccinated if the President gives the order. Since the exposure risk is minimal hospitals in outlying communities will not go through the vaccination of staff and first responders until there is a reported case in the community. Dr. Eneboe offered information he has put together on bio-terrorism.

Mr. Franz mentioned SPH had a successful United Way campaign and raised $10,241.

Mr. Franz added the members should have received an article in their packets, from the American Hospital Association, regarding the requirement for hospitals to track various disease conditions. These reports will be used as "report cards" on the hospitals and will be published in various newspapers around the country and posted on the internet.

Medical Staff

Dr. Eneboe mentioned they had discussed their concerns regarding the hospital construction and the planning cost, as well as the on going issue of surgical coverage. He said at the direction of the medical staff he has come down hard on the issue of derogatory comments from some of the staff. The medical staff is very tired of the practice of making unprofessional comments about other positions to patients. Dr. Eneboe added he would like to give an update on a credentialing issue during Executive Session.

Mr. VanWagoner asked Dr. Eneboe how the medical staff made their determination regarding the Master Plan. Dr. Eneboe said when the doctors came out of the November planning session they did not feel their views had been heard. He said their main concerns are that it is simply too big, is not workable, the dollar costs are too high, and there is a potential to sink the hospital.

SAB Chairman

No representative was present this evening.

Governance Committee

There was nothing further to present.

QI Committee

Ms. Blue apologized for not being able to attend the last meeting but had received the material. She said the reports are amazing to read and felt the hospital does a very good job in following various quality control issues. She also suggested possibly using the reports for board education.

Ms. Olson said she attended the last SAB meeting but because of another commitment had to leave early. She reported Stan Welles was installed as a new SAB member and the correct procedure to fill a vacancy on the SAB was discussed.

Ms. Avril volunteered to attend the next SAB meeting.

Mr. Franz reported the Foundation Committee met and looked at draft Articles of Incorporation and Bylaws, along with discussing who might be potential members of the Foundation’ s board. They plan to include members of the SAB, BOD, and the community. Ms. Berg-Forrester will obtain a copy of the Articles of Incorporation and Bylaws from the Fairbanks Memorial Hospital Foundation and have them available at the next meeting, which is scheduled for January 10th at 1:00 p.m.

Mr. Lau felt they should establish the Articles of Incorporation and the Bylaws before inviting individuals to be on the board.

NEXT MEETING DATES

SAB Finance Committee Meeting,    01/07/03 12:00 p.m.,     SPH Conference Room 2

SAB Regular Meeting,    01/09/03 6:00 p.m.,     SPH Conference Rooms

Foundation Committee Meeting,    01/10/03 1:00 p.m.,     SPH Conference Rooms

BOD Finance Committee Meeting,    01/21/03 12:00 p.m.,     SPH Conference Room 1

BOD Regular Meeting,    01/22/03 6:00 p.m.,     SPH Conference Rooms

COMMENTS OF THE AUDIENCE

Mr. Walpole invited the members to the hospital’s Christmas Potluck on Friday. It will be from 11:00 a.m. until 1:00 p.m. in the conference rooms, and 10:30 p.m. until 11:30 p.m. in the dining room at LTC.

COMMENTS OF THE BOARD

Mr. Eckert wished everyone a Merry Christmas.

Ms. Blue wished everyone a Happy New Year.

Mr. Alderfer said there are complicating factors affecting the Master Plan but he continues to feel positive, and wished everyone a Happy New Year.

Dr. Eneboe wished everybody a Merry Christmas and Happy New Year.

Ms. Derry said she appreciated Dr. Eneboe and the medical staff for their tough decision making including requesting the surgeons to work together.

Ms. Avril thanked all the people who worked so hard on contract negotiations.

Mr. VanWagoner wished everyone Happy Holidays.

Ms. Olson announced she had brought some Christmas treats from her kitchen this evening.

Mr. Lau thanked everyone for all their hard work this past year and felt they had accomplished quite a bit. He also said he appreciated the support from Dr. Eneboe and the medical staff. Dr. Eneboe felt the medical staff also appreciate the efforts of the board.

A break was taken before going into Executive Session to discuss personnel and financial matters.

*****EXECUTIVE SESSION - 7:45 P.M.*****

*****RETURN TO REGULAR SESSION - 9:30 P.M.*****

OLSEN/BLUE MOVED TO ADOPT THE RECOMMENDATIONS FOR SALARY, BONUS AND GOALS MADE BY THE BOARD OF DIRECTOR’S COMMITTEE TO EVALUATE CHARLIE FRANZ.

The motion carried.

The meeting adjourned at 9:35 p.m.