ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS

Transcription

1 ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS A meeting of the Board of Directors of Roswell Park Cancer Institute Corporation was held Thursday, December 12,2013 at 12:00 pm in the Zebro Conference Room. Present: Michael L. Joseph, Chairman, Presiding Linda A. Dobmeier Anne D. Gioia Donna M. Gioia Kenneth A. Manning, Esq. Honorable Joseph S. Mattina (telephonically) Gail Mitchell, Esq. Elyse NeMoyer Hugh M. Russ, III, Esq. R. Buford Sears Thomas P. Stewart, PhD Dennis Szefel Sylvia Tokasz Donald L. Trump, MD, FACP, President & CEO (constituting a quorum of the Board) Excused: Nirav R. Shah, MD, NYS Commissioner of Health Present by Invitation: Alex A. Adjei, MD, PhD, FACP, SVP of Clinical Research, Chair of Department of Medicine William G. Cance, MD, Surgeon-in-Chief, Chair for Surgical Oncology Lisa Damiani, Vice President of External Affairs Laurel DiBrog, Vice President of Marketing (telephonically) Betsy Doty, Executive Assistant to the Board Cindy A. Eller, Vice President for Development Armen Gallucci, Vice President for Business Development Vicki Garcia, Vice President for Human Resources Pamela Germain, MBA, Vice President - Managed Care & Outreach Ann Marie Gibney, Executive Assistant to the President Dana Jenkins, Vice President, Organizational Performance Improvement Candace S. Johnson, PhD, Deputy Director, Chair of Pharmacology Maureen Kelly, Vice President Patient Care Services/CNO Kerry Kerlin, Chief Information Officer James R. Marshall, PhD, SVP and Chair for Cancer Prevention & Population Sciences Gregory A. McDonald, Chief Financial Officer Anthony L. Picone, MD, Interim Medical Director Michael B. Sexton, Esq., Chief Institute Operations Officer, General Counsel and Secretary Harl Tolbert, Jr, Director, Technology Transfer & Commercial Development

2 Lee C. Wortham, Chairman, Foundation Board Joyce Yasko, PhD, Chief Clinical Operations Office, Vice President Of Clinical Research Services Gregory E. Young, MD, NYS DOH Western Regional Director L Chaimian's Opening Remarks Mr. Joseph welcomed everyone. Robust discussions will take place and he encouraged questions and opinions. He concluded by wishing everyone a happy holiday. Dr. Trump introduced three new additions to the leadership team: Mr. Armen Gallucci, RPCI's new Vice President for Business Development; Mr. Harl Tolbert, Direct of Technology Transfer; and Mr. Kerry Kerlin, Chief Information Officer. II. Minutes of Board of Directors Meetings Mr. Joseph called for approval of the minutes from the October 24, 2013 board meeting. The minutes of the October 24, 2013 Board Meeting were, on motion by Mr. Manning, seconded by Ms. NeMoyer, unanimously approved. III. Contracts Mr. Joseph stated that the business case for each contract was in the board materials and the Finance Committee had evaluated each and is recommending approval. Blood Procurement The motion to approve the Blood Product Supplier Agreements was made by Mr. Manning, seconded by Ms. Donna Gioia and was unanimously approved. Robot Purchase The motion to approve the expenditure of $1,239,000 for the procurement of one new da Vinci Si HD System and trade the standard system hack to Intuitive Surgical, and to contract for annual maintenance for the davinci systems for fiscal years FY15 to FY19 at a total of $1,501,000, was made by Mr. Manning, seconded by Ms. NeMoyer and was unanimously approved. Immunohistochemistry Equipment The motion to approve the contract for the upgrade of the Immunohistochemistry platform to Dako North America as the recommended vendor was made by Mr. Manning, seconded by Ms. Anne Gioia and was unanimously approved for this project which has a capital expense of $290,000 for the placement of two Dako Omnis autostainers. The four year operational expense of this award inclusive of reagents, consumables and service is $885,600. Total expenditures related to this proposal equate to $1,175,600 over four years; funding is provided in capital and operating budgets for the respective components. Electiical Upgrade, CGP (UB/RPCI) The motion to approve authorization to proceed within the $1,345,000 budget, contingent upon reaching agreement with UB to share the cost zvas made by Mr. Manning, seconded by Ms. NeMoyer and zvas unanimously approved. 2

3 After Hours Coverage The motion to approve the single source contact with Stansherry & Knight Physician Assistants, PLLC, to provide evening and night coverage for RPCI surgical patients at an annual cost of $475,230 for a one year term, with the requirement that a competitive selection process take place during that term, was made by Mr. Manning, seconded by Mr. Sears and zvas unanimously approved. Donor Center A motion was made by Mr. Manning to proceed with the project in accordance with the budget of $414, 886 upon the condition of the approval of the IT Oversight Committee. Said motion was seconded by Mr. Sears and was unanimously approved. Cerner Upgrade A motion was made by Mr. Manning to approve the contract zuith Center Corporation for the version upgrade of the Cerner Millennium Laboratory Information system upon the condition of the approval of the IT Oversight Committee. Said motion zvas seconded by Mr. Sears and was unanimously approved. Mr. Manning made a motion to move to Executive Session for the purpose of reviewing and discussing the strategic leadership report including business development matters, strategy for recruitment and retention of faculty and administration, status of several collaborative business and clinical relationships, the status of the transformation process, and a reviezv of the s tatus of discussions zuith the University regarding collaborative activity. The motion zvas seconded by Ms. Mitchell and unanimously carried. IV. Leadership Report Dr. Trump provided an update on the transformation project. The Phase I final document is currently being developed. Implementation of cost reductions is proceeding. Scoring of the Phase 11 vendor RFP should be done before the end of Dr. Trump provided an update on the Cindrich meeting and stated that there is no consideration of merger with UB, but there are many opportunities for collaboration. Building a robust academic health center is the focus. Ms. Damiani provided an Albany update. She spoke about the charges/costs report and the infection rate report. She also provided an update on the Start UP New York initiative. Dr. Trump stated that construction of the Clinical Sciences Center ("CSC") is proceeding. Work continues on the RPCI-JROC joint venture. An update was provided on recruitment and retention. A discussion took place about the Dermatology Department, the Dental Department and the Head and Neck Department. Dr. Ilene Rothman will be the interim Dermatology Chair. A search firm has been engaged for the Dermatology Chair position. With regard to Dental, Dr. Trump stated that it appears ECMC was planning a dental expansion for more than a year. 3

4 Mr. Manning made a motion to return to Open Session which was seconded by Mr. Sears and unanimously carried. V. Quality Improvement Report Dr. Picone gave a presentation on efforts to reduce clinic wait times. This is a multidimensional problem, which includes MD practice patterns, clinical environment factors and ancillary services. Current efforts are underway to reduce wait times; - the formation of the Ambulatory Services Executive Committee (ASEC); an improvement in room turnaround times (TAT), expansion of outpatient phlebotomy facility and chemo infusion point of care labs; and the Extended Hours Ambulatory Services (AHAS) project. VL Board Committee Reports Finance Committee Report 2nd OTR Combined Financial Statements Mr. McDonald presented the 2nd Quarter combined financial statements. A motion to approve the 2nd QTR Combined Financial Statements was made by Mr. Manning seconded by Ms. Mitchell and was unanimously carried. FY15 Budget Submission to NYS ABO Mr. McDonald reviewed the ABO Budget submission. A motion to approve the NYS ABO Budget submission was made by Mr. Manning seconded by Ms. Tokasz and was unanimously carried. 2nd OTR Investment Report Mr. McDonald reviewed the 2nd OTR Investment Report. A motion to approve the 2nd OTR Investment Report was made by Ms. Tokasz seconded by Mr. Szefel and was by majority vote carried. Mr. Manning and Mr. Sears abstained from voting. Managed Care Ms. Germain provided the Managed Care update, advising on the status of renewal negotiations. Negotiations on renewals with HealthNow and Independent Health have been successfully concluded. Audit Committee Report Mr. Russ stated that Jim Boldt will be resigning from the Audit Committee. With this resignation, Mr. Russ would like to seek approval from the Board to appoint Mr. Frank Ewing. A motion to appoint Mr. Frank Ewing to the Audit Committee was made by Ms. Mitchell seconded by Mr. Sears and was unanimously carried. Governance Committee Report Ms. Donna Gioia reminded the board of the Scottsciale, AZ compliance conference for healthcare trustees. Those interested in attending were directed to contact Betsy Doty. 4

5 Information Technology Committee Report Technology Transfer Committee Report Compensation Committee Report Mr. Sexton excused all non-board members and non-clinical employees. Mr. Manning made a motion to proceed into Executive Session for the purpose of discussing specific litigation matters. The motion was seconded by Ms. Mitchell and unanimously carried. VII. Legal/Institute Operations Mr. Sexton discussed the several malpractice and EEOC cases. He also discussed a strategy to review clinical incidents. Mr. Sears made a motion to return to open session which was seconded by Mr. Manning and unanimously carried. VIII. Development Report For Ms. Eller's Development report, she showed the board the "Year End giving commercial". IX. Human Resource Report X. Medical Staff Report Medical Staff Credentials & Appointments Judge Mattina discussed the applications for appointment/renewal of medical staff privileges, and presented them for approval. A motion to approve the appointments and credentialing renewals was made by Dr. Stewart, seconded by Ms. NeMoyer and was unanimously carried. XI. Nursing Report Ms. Jenkins informed the board that we did not receive Leapfrog designation this year. The board asked that they be notified of this type of matter as soon as it is known. It was also mentioned that this news should have been discussed at the Quality meeting last week. XII. Clinical Operations Report 5

6 OTHER BUSINESS There being no further business, motion was made by Mr. Sears, seconded by Ms. Donna Gioia, and the meeting zuas duly adjourned. The next Board of Director's meeting is scheduled for Wednesday, February 26,