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 on Thursday, June 16, 2016 at 12:00 pm in the Patrick P. Lee Board Room. Present: Excused: Present by Invitation: Michael L. Joseph, Chairman, Presiding Gregory Daniel, MD Anne D. Gioia Donna Gioia Kenneth A. Manning, Esq. Gail Mitchell, Esq. Elyse NeMoyer (telephone) Hon. Salvatore R. Martoche, Esq. R. Buford Sears Dennis Szefel (telephone) Steven Weiss, Esq. Candace S. Johnson, PhD, President & CEO Linda A. Dobmeier Margarita Coyne, MS, RN, NEA-BC, CENP, Interim CNO Lisa A. Damiani, Vice President, External Affairs Laurel DiBrog, Vice President of Marketing Betsy Doty-Lampson, Board Administrator Cindy Eller, Vice President for Development Marc S. Ernstoff, MD, Chair DOM, SVP for Clinical Investigation Victor Filadora, MD, MS, MBA, Chief of Clinical Services Ann Marie Gibney, Executive Office Administrator Marianne E. Hanley, Esq., Corporate Compliance Officer Dana Jenkins, Vice President of Organizational Performance Improvement Maureen Kelly, BSN, RN, MSN, Executive Director, Clinical Projects Laura Krolczyk, Director of State Relations Boris Kuvshinoff, MD, Chief Medical Officer Gregory A. McDonald, Chief Financial Officer Adekunle Odunsi, PhD, MD Deputy Director & Chair of Gynecologic Oncology Thomas Schwaab, MD, PhD, Chief of Strategy, Business Development & Outreach Michael B. Sexton, Esq., Chief Institute Operations Officer, General Counsel and Corporate Secretary Lee C. Wortham, Chairman, Foundation Board

2 CHAIRMAN'S OPENING REMARKS Mr. Joseph welcomed everyone to the meeting and to the new Patrick P. Lee Board Room, located in the Scott Bieler Clinical Sciences Center. Mr. Joseph encouraged all board members to tour the Scott Bieler Clinical Sciences Center if they haven't already. MINUTES Mr. Joseph called for approval of the minutes from the March 3, 2016 board meeting. The minutes of the March 3, 2016 board meeting was, on motion by Mr. Manning, seconded by Ms. NeMoyer, unanimously approved. CONTRACTS/CAPITAL EXPENDITURE PROJECTS Replace PET/CT Scanner Dr. Filadora requested approval to award General Electric with the contract to purchase and install replacement PET/CT scanner. A motion was made by Mr. Szefel and seconded by Ms. Mitchell to approve the PET/CT scanner purchase and install at a cost of $2,018,934, which was unanimously approved. Technology Transfer - Replenish BDF to $1M Mr. Sexton presented a request to replenish the Technology Transfer commercialization fund back to the $1M level. A motion to approve the replenishment of the Technology Transfer commercialization fund back to the $1M level was made by Mr. Manning seconded by Ms. Donna Gioia and was unanimously carried. Mr. Manning made a motion to move into Executive Session for the purpose of discussing technology transfer, spin off and other commercial matters; results of the employee engagement survey, an update of managed care contract negotiations, a report of the Business Development Committee, a comparison of Institute financial performance compared to peer groups including local competitors, and a report of the Executive Committee of the Quality Improvement Committee, said motion was seconded by Mr. Sears and was unanimously approved. OMNISEQ Dr. Morrison introduced the following management of OmniSeq: Mark Gardner, MBA, CEO, Lisa Ressman, CPA, Controller, Margot Schoenborn, CAO, General Counsel. Ms. Schoenborn presented two new OmniSeq board candidates. Mr. Ronald A. Andrews, Jr. and Paul R. Billings, MD, PhD, FACP, FACMG. A motion to approve the above two OmniSeq board members was made by Ms. Mitchell seconded by Ms. Anne Gioia and was unanimously carried. Dr. Morrison provided an executive summary on OmniSeq. Mr. Gardner presented the CEO report. Ms. Ressman presented results of the audited financial statements. 2

3 LEADERSHIP REPORTS President's Report Dr. Johnson presented results of the employee engagement survey and also provided a recruitment and retention update. She outlined the moves into the Scott Bieler Clinical Sciences Center and encouraged all to tour the building and see the spectacular art work throughout. Dr. Johnson gave a brief update on the White House Cancer moonshot taskforce summit which will take place on Wednesday, June 29 in the Gaylord Cary located in the Research Studies Center here on campus. She urged all available to attend. Dr. Johnson mentioned that the strategic planning process is moving forward, three finalist have been selected. Managed Care Update Mr. McDonald provided an update on payor negotiations. He advised the board that both IHA and Blue Cross contracts will expire in 2016, and that his team is working on negotiating new contracts with both. Chief Medical Director Update Dr. Kuvshinoff provided the Chief Medical Director update. He discussed the operational performance dashboard, as well as Medicare Access and CHIP Reauthorization Act (MACRA). He discussed surgical outcomes and NSQIP mortality data. Government Relations Update Informational Only. Business Development Update Dr. Schwaab provided a business development update. He spoke about the Global Biotechnology and Cancer Therapeutics (GBCT), a wholly owned, for profit RPCI subsidiary company. Marketing Update Ms. DiBrog provided the marketing update. She reviewed campaign results. FINANCE COMMITTEE REPORTS Financial Highlights Mr. McDonald presented highlights of Roswell Park's performance. A motion was made by Mr. Manning and seconded by Ms. NeMoyer to return to Open Session; unanimously approved. 4th Quarter Combined Financial Statements Mr. McDonald reviewed the 4th Quarter Combined Financial statements. On motion by Mr. Szefel, seconded by Mr. Manning, the 4th Quarter Combined Financial Statements were unanimously approved. Exhibit A: Update on Accounting Standards Investment Management Services RFP Update 3

4 Investment Management Services Board Resolution RESOLUTION RESOLVED, that the President, the Chief Financial Officer, and/or the General Counsel of this Corporation be, and hereby are, authorized to deposit with Wilmington Trust Company or any of its affiliates, all or any part of the securities and/or property of this Corporation and to enter into an agreement on behalf of this Corporation with Wilmington Trust upon such terms and conditions as such officer deems to be proper, with the agreement to provide, among other things, the manner in which such securities and/or property may be held, withdrawn and/or disposed of, and to designate the officers of this Corporation authorized to give directions to Wilmington Trust, including the President, the Chief Financial Officer, the General Counsel and other specifically designated senior officers." There being no questions. A motion by Ms. Donna Gioia, seconded by Ms. NeMoyer, the Investment Management Services Board Resolution was approved, with Mr. Manning and Mr. Sears abstaining. 4th Quarter Investment Activity Report There being no questions. A motion by Ms. Anne Gioia, seconded by Ms. NeMoyer, the 4th Quarter Investment Activity Report was approved, with Mr. Manning and Mr. Sears abstaining. Annual Review of Investment Policy There being no questions. A motion by Ms. NeMoyer, seconded by Ms. Mitchell, the Annual Review of Investment Policy was approved, with Mr. Manning and Mr. Sears abstaining. Debt Re-Financing Mr. McDonald discussed the debt re-financing opportunity. Consent Approval NYS Annual Report There being no questions. A motion by Mr. Manning, seconded by Ms. Mitchell, the NYS Annual Report was unanimously approved. Annual Review of Finance Charter There being no questions. A motion by Mr. Manning, seconded by Mr. Sears, the Annual Review of Finance Charter was unanimously approved. AUDIT COMMITTEE REPORT Mr. Szefel provided an audit committee update. After a brief discussion of the FreedMaxick audit. A motion by Mr. Manning, seconded by Ms. NeMoyer, the FY2016 Audit Report was unanimously approved. 4

5 He wanted Mr. Hugh Russ recognized for all of his efforts with regard to the Audit Committee as well as the Board of Directors. Mr. Russ did a fine job. He also wanted to thank Greg McDonald and the entire finance team. GOVERNANCE REPORT Ms. Donna Gioia reviewed the annual Board of Directors' self-evaluation survey results. Mr. Manning made a motion to move into Executive Session for the purpose of discussing a specific malpractice case. Said motion was seconded by Ms. Anne Gioia and was unanimously approved. LEGAL/INSTITUTE OPERATIONS REPORT Litigation Report Mr. Sexton provided an update on EEOC and malpractice cases. A motion was made by Mr. Manning and seconded by Mr. Sears to return to Open Session; unanimously approved. Corporate Compliance Department Minutes Annual Review of Procurement Contracts There being no questions. A motion by Mr. Manning, seconded by Ms. NeMoyer, the Annual Review of Procurement Contracts was unanimously approved. Policy and Procedure Tune 2016 Board Report Resident Work Hours Dr. Filadora shared the survey results of the ACGME/NYS requirements for Resident Work Hours and Supervision. A motion by Mr. Sears, seconded by Mr. Joseph, the report of Resident Work Hours was unanimously approved. MEDICAL STAFF REPORT NURSING REPORT CLINICAL OPERATIONS REPORT 5

6 COMPENSATION COMMITTEE REPORT [All staff were excused] Mr. Manning made a motion to move into Executive Session for the purpose of discussing the Compensation Committee goals for the CEO and Institute said motion was seconded by Ms. Donna Gioia and was unanimously approved. A motion was made by Mr. Manning and seconded by Mr. Sears to return to Open Session; unanimously approved. There being no further business, a motion was made for adjournment by Mr. Mr. Manning seconded by Ms. Donna Gioia and was unanimously carried. Michael B. Sexton, Secretary 6