Approved 27 Sep. 2016 BOARD OF DIRECTORS OPEN MEETING Item 2.0 MINUTES ATTENDEES: GUESTS: REGRETS: Minutes Recorded By: LOCATION: Leadership & Learning Centre TIME/DATE: June 14, 2016 at 6:11 p.m. Peter Merkley - Chair, David Berg, Tony Button, Brian Devlin, Jennifer Fisher, Dr. Chris Frank, Ellen Gervais, Brian Hogan, Dr. Felicia Iftene, Larry Judge, Martha Morton, Dr. Richard Reznick, Maurio Ruffolo, Cathy Szabo, Josée Thériault, Mary-Alice Thompson, Dr. David Walker, Patrick Whalen-Browne, Jay Wirsig Sandra Carlton, Denise Cumming, Kathleen Fitzpatrick, Jenn Goodwin, Jim Kennedy, Dr. John Leverette, Ron Noble Catholic Health Association of Ontario (CHAO), Krista Wells Pearce Pam Carr, Erik Knutsen, Shelagh Nowlan Chandra Davies, Executive Assistant 1.0 Call to Order/Opening Reflection The Open Business Meeting called to order at 6:11 p.m. 1.1 Mission Moments Mission moments were shared. 1.2 Quorum Elected voting membership quorum was declared (15/17). 1.3 Adoption of the Agenda The Agenda was amended to add the following item: 4.1 Catholic Health Association of Ontario (CHAO) Update Ron Noble. Consent Agenda item 7.2.1 Appointment of Dr. Alexander Boag moved to Item 8.3 Brian Hogan 1.4 Declaration of Conflicts No conflicts declared. It was moved by Peter Merkley, seconded by Brian Agenda as amended. MOTION Carried. 1.5 Announcements University Hosptials Kingston Foundation s (UHKF s) annual Celebration of Giving is taking place Wednesday, June 22, 2016 at 4:30 p.m. to thank donors and to encourage gift donations in the future. The event will also announce this year s winners of the Ian Wilson and Davies Awards. 1.5.1 We Walk! For Your Comfort and Care We Walk! For Your Comfort and Care is taking place on October 1, 2016. The Chair encouraged all Board Members to participate and the Chair will match donations by the Board through the walk. A link to the UHKF website for the We Walk! Event will be shared with the Board. 1.5.2 Service Recognition On behalf of the Board, the Chair recognized Brian Hogan s contributions to Providence Care since 2004. 1.6 Attendance Record The Attendance Record is provided for review. 2.0 Approval of Minutes dated May 10, 2016 It was moved by David Berg, seconded by Jennifer Fisher: the Open Business Meeting Minutes dated May 10, 2016 as presented. MOTION Carried. 3.0 Business Arising from the Minutes dated May 10, 2016 No business arising. 4.0 CHSO Report No report. 4.1 Catholic Health Association of Ontario (CHAO) Update Ron Noble, President and CEO, CHAO, was introduced to the Board and provided an update regarding CHAO s role. CHAO s annual convention is September 28-29, 2016 at the Toronto Marriott Bloor Yorkville Hotel. Dr. Samir Sinha will present on Seniors Health Strategy. Mark Fam will present on Health Quality Integration across the continuum and the Ministry s strategy. The remainder of the convention is comprised of
Minutes dated June 14, 2016 Page 2 workshop sessions focusing on hope and healing today s challenges. 5.0 CEO Update The CEO s Update moved to In-Camera. 6.0 Consent Agenda 6.1 Performance Assurance and Quality Committee 6.1.1 Monitoring Report Review 6.1.1.1 EL-1 General Executive Constraint It was moved by Tony Button, seconded by David Berg: Monitoring Report for Policy EL-1, General Executive Constraint, as providing reasonable interpretation and evidence of compliance. MOTION 1689-062016 Carried. 6.1.1.2 EL-2a Treatment of Patients, Residents, & Clients It was moved by Tony Button, seconded by David Berg: Monitoring Report for Policy EL-2a, Treatment of Patients, Residents, and Clients, as providing reasonable interpretation and evidence of compliance. MOTION 1690-062016 Carried. 6.1.1.3 EL-2c Communication & Support to the Board It was moved by Tony Button, seconded by David Berg: Monitoring Report for Policy EL-2c, Communications & Support to the Board, as providing reasonable interpretation and evidence of compliance. MOTION 1691-062016 Carried. 6.1.1.4 G-2j Charge to the Chair of MAC It was moved by Tony Button, seconded by David Berg: Monitoring Report for Policy G-2j, Charge to the Chair of the Medical Advisory Committee, as providing reasonable interpretation and evidence of compliance. MOTION 1692-062016 Carried. 6.1.2 Policy Review 6.1.2.1 EL-1 General Executive Constraint It was moved by Tony Button, seconded by David Berg: THAT the Providence Care Board of Directors accept Policy EL-1, General Executive Constraint, as presented. MOTION 1693-062016 Carried. 6.2 Governance Committee 6.2.1 Policy Adherence 6.2.1.1 G-2c In-Camera Meetings It was moved by Tony Button, seconded by David Berg: compliance with Policy G-2c, In-Camera Meetings. MOTION 1694-062016 Carried.
Minutes dated June 14, 2016 Page 3 6.2.1.2 G-2h.1 Board Education It was moved by Tony Button, seconded by David Berg: compliance with Policy G-2h.1, Board Education. MOTION 1695-062016 Carried. 6.2.1.3 G-2n Governance Succession Planning It was moved by Tony Button, seconded by David Berg: compliance with Policy G-2n, Governance Succession Planning. MOTION 1696-062016 Carried. 6.2.1.4 BC-2d Monitoring President & CEO Performance It was moved by Tony Button, seconded by David Berg: compliance with Policy BC-2d, Monitoring President & CEO Performance. MOTION 1697-062016 Carried. 6.2.2 Policy Review 6.2.2.1 G-2c In-Camera Meetings It was moved by Tony Button, seconded by David Berg: Policy G-2c, In-Camera Meetings. MOTION 1698-062016 Carried. 6.2.3 Annual Performance Review Policy G-2j Charge to the Chair of the Medical Advisory Committee It was moved by Tony Button, seconded by David Berg: WHEREAS the Monitoring Reports for Policy G-2j have been received and approved by the Board; The Providence Care Board of Directors is in compliance with Policy G-2j, Charge to the Chair of the Medical Advisory Committee, and the Chair of the Medical Advisory Committee has met the requirements of the role to May, 2016. MOTION 1699-062016 Carried. 6.2.4 Disbanding Nominating Subcommittee It was moved by Tony Button, seconded by David Berg: THAT the Providence Care Board of Directors disband the Nominating Subcommittee and that the Governance Committee will assume the work of the Nominating Subcommittee. MOTION 1700-062016 Carried. 6.2.5 2016-2017 Committee Membership It was moved by Tony Button, seconded by David Berg: the following roster for the Board Committees for 2016-2017, subject to the Members approval of a new Director - Sister Sheila Langton:
Minutes dated June 14, 2016 Page 4 Audit Committee: Community Engagement Committee: Executive Committee: Governance Committee: Performance Assurance and Quality Committee: MOTION 1701-062016 Carried. Jennifer Fisher (Chair), Sister Sheila Langton, Peter Merkley, Cathy Szabo. David Berg, Tony Button, Ellen Gervais (Co-Chair), Sister Sheila Langton (Co- Chair), Peter Merkley, Cathy Szabo. Pam Carr, Brian Devlin, Dr. Chris Frank, Peter Merkley (Chair), Cathy Szabo, Josée Thérialut, and Dr. David Walker. Pam Carr, Brian Devlin, David Walker (Co-Chair), Peter Merkley (Co-Chair), Cathy Szabo, Mary-Alice Thompson, and Patrick Whalen-Browne. David Berg, Brian Devlin (Co-Chair), Jennifer Fisher (Co-Chair), Dr. Chris Frank, Larry Judge, Erik Knutsen, Peter Merkley, Martha Morton, Maurio Ruffolo, Cathy Szabo, Josée Thériault, and Jay Wirsig. 6.2.6 2016-2017 Finalized Board Education Sessions It was moved by Tony Button, seconded by David Berg: the 2016-2017 Board Education Sessions, as presented. MOTION 1702-062016 Carried. 7.0 Required Approvals Consent Agenda 7.1 Broader Public Sector Accountability Act Compliance THAT the Providence Care Board of Directors authorize the Board Chair to sign Appendix C Attestation Form issued in accordance with Section 15 of the Broader Public Sector Accountability Act 2010 (BPSAA) for the period of April 1, 2015 to March 31, 2016. MOTION 1703-062016 Carried. 7.2 Physician Privileges the Appointment of Dr. Muhammad Nasar Sayeed Khan, Department of Psychiatry, Division of Developmental Disabilities to the Professional Staff of Providence Care Hospital in the ATTENDING STAFF category for the
Minutes dated June 14, 2016 Page 5 period of 2016 May 01 to 2017 February 28 th. MOTION 1704-062016 Carried. the Reappointment of Dr. Gerald Weaver, Department of Psychiatry to the Professional Staff of Providence Care Hospital in the TERM STAFF category for the period of 2016 March 01 to 2017 February 28 th. MOTION 1705-062016 Carried. the Reappointment of Dr. Catherine T. Clarke, Department of Family Medicine to the Professional Staff of Providence Care Hospital in the TERM STAFF category for the period of 2016 July 01 to 2017 June 30. MOTION 1706-062016 Carried. the Reappointment of Dr. Amir Reza Nasirzadeh Department of Diagnostic Radiology to the Professional Staff of Providence Care Hospital in the TERM STAFF category for the period of 2016 June 01 to 2017 May 31. MOTION 1707-062016 Carried. 7.2.1 Appointment of Dr. Alexander Boag Moved to Item 8.3 7.3 M-SAA Declaration of Compliance THAT the Providence Care Board of Directors authorize the Board Chair to sign Schedule G Form of Compliance Declaration - issued pursuant to the Multi- Sector Service Accountability Agreement (M-SAA) for the period of April 1, 2015 to March 31, 2016. MOTION 1708-062016 Carried. 8.0 Discussion/Decision 8.1 Community Engagement Committee Report Ellen Gervais and Brian Devlin spoke to the Community Engagement report noting that most of the comments are operational in nature and good for the Board to be aware of, as well as the organization. Some information captured regarding affordable housing will inform the development of Providence Village and focus future Committee discussions around the aboriginal community. Next Steps: Operational information will be passed on to the President & CEO. All other data will be compiled for future Board use when it reviews the Ends.
Minutes dated June 14, 2016 Page 6 8.1.1 On-Line Survey Raw Data Provided for information/feedback. 8.1.2 Social Media Raw Data Provided for information/feedback. 8.2 Governance Committee Report 8.2.1 Board and Committee Meetings Proposal for the 2016/17 Board Term The meeting dates for Governance Committee were amended as follows: Thursday, September 8, 2016; Thursday, October 6, 2016; Thursday, November 3, 2016; Thursday, January 5, 2017; Thursday, March 9, 2017; and Thursday, May 4, 2017. It was further noted that effective April, 2017 all meetings will be held in the new Providence Board Room at Providence Care Hospital. It was moved by Brian Hogan, seconded by Mary-Alice Thompson: proposed Board and Committee meetings schedule for 2016/17 as amended. MOTION 1709-062016 Carried. 8.2.2 CHSO Discussion Findings Regarding Outstanding Motions It was moved by Brian Hogan, seconded by David Berg: Policy G-2n, Governance Succession Planning, as presented. MOTION 1710-062016 Carried. 8.2.3 Policy G-2r President & CEO Compensation It was moved by Brian Hogan, seconded by Josée Thériault: Policy G-2r, President & CEO Compensation, as presented. MOTION 1711-062016Carried. 8.3 Appointment of Dr. Alexander Boag It was clarified that Dr. Boag s appointment is a 5-year appointment, which is consistent with policy. Department Head positions can be held for two 5-year terms. 9.0 Other Business No business. 10.0 Meeting Reflections & Suggestions Brian Hogan addressed the Board s discussion regarding faith based representation in legislation in the context of our values and certainly with the presenters from the Ministry at the meeting the value of respect was prominently displayed. Mission moments reaffirm our commitment to our values and the policy governance framework was adhered to as the Board worked through its agenda. the five-year appointment of the following Department Head in accordance with Article 5.6 (a) of the Professional Staff Bylaw (2013) and Schedule A Appendix #1 of the Queens/Providence Care Affiliation Agreement. Dr. Alexander (Sandy) Boag, Department of Pathology and Molecular Medicine for the period of 2016 June 01 to 30 June 2021. MOTION 1712-062016 Carried. The Board agreed that its discussions and decisions followed the Policy Governance Model. The Board further agreed that its discussions and decisions were made in the context of Providence Care s values.
Minutes dated June 14, 2016 Page 7 11.0 Date of Next Meeting The next Board meeting is September, 2016. 12.0 Adjournment There being no further business, the Chair declared the meeting terminated at 6:51 p.m. Signed: Dated: September 27, 2016 Peter Merkley, Chair