BOARD OF TRUSTEES MEETING MINUTES Wednesday, September 21 st, 2016 at 3:15 p.m. Toronto General Hospital Anthony S. Fell Boardroom 1S425 Present: Elected Trustees (Voting): University of Toronto Appointees: Ex Officio Trustees (Non-Voting): Regrets: Recording Secretary: John Mulvihill (Chair) Robert Krembil Thomas MacMillan Cliff Nordal Dhun Noria Brian Porter - via teleconference Cornell Wright Jan Campbell Peter Wallace Lawrence Pentland Dan Haas Doug McGregor Eileen Mercier Barbara Stymiest - via teleconference Cheryl Regehr (Vice-President and Provost) Trevor Young (Dean of Medicine) Peter Pisters (CEO) Joy Richards (CNO) Michael Gardam (MAC Chair) Eric Horlick (MSA Vice-President) John Granton (MSA President) Dean Connor Grace Ivo Quorum 40% of Voting Members or 7 Voting Members John Mulvihill requested the November 16 th, 2016 Board of Trustees meeting be held from 12:00 4:30 p.m. 1.0 Minutes of Pre/Post Meeting held on June 15 th, 2016 Precirculated for members information were the minutes of the Pre/Post Board meetings held on June 15 th, 2016. (Under tab 1.0) 2.0 Chair s Report Mr. John Mulvihill provided a verbal report. Page 1
3.0 Consent Agenda for Committee Reports 3.1 Safety and Quality Committee, Minutes of Previous Meetings Pre-circulated for members information were the minutes of the Safety and Quality Committee meetings held on April 25 th, 2016 and May 30 th, 2016. (Under tab 3.1) 3.2 Finance and Audit Committee Minutes of Previous Meeting Pre-circulated for members information were the minutes of the meeting held on June 14 th, 2016. (Under tab 3.2) Ms. Eileen Mercier reports that there are several contracts for approval under 5.0 with briefing notes attached under section 3.2.1. 3.2.1 Finance and Audit Briefing Notes for Approval Pre-circulated for members Finance and Audit Committee approved recommendations from its September 19 th, 2016 meeting: a) Financial Statements for the Five Months Ended August 31 st, 2016 Pre-circulated for members information on the Financial Statements for the five-months ended August 31 st, 2016. Management requests that the Board of Trustees approve the Financial Statements for the Five Months Ended August 31, 2016. b) Capital Budget for 2016/17 Pre-circulated for members information on the Capital Budget for 2016/17. Management requests that the Board of Trustees approve the 2016/17 Capital Budget. c) Medtronic of Canada Contracts for Neuromodulation Therapies Pre-circulated for members information on the Medtronic of Canada Contracts for Neuromodulation Therapies. Management requests that the Board of Trustees approve the contract with Medtronic of Canada for the supply of Neuromodulation Therapies over a 5- year term at a total cost of $11.6 M. d) Covidien of Canada ULC Contract for Endomechanical Staplers & Reloads Pre-circulated for members information on the Contract for Endomechanical Staplers & Reloads. Management requests that the Board of Trustees approve the contract with Covidien of Canada ULC for the supply of Endomechanical Staplers and Reloads for a 5.7 year term at a total cost of $10.7 M. e) Minogue Medical Inc. Non-Competitive Procurement of Da Vinci Si Surgical Page 2
Pre-circulated for members information on the Non-Competitive Procurement of Da Vinci Si Surgical. Management requests that the Board of Trustees approve to enter into contracts with Minogue Medical Inc. for the non-competitive procurement of two refurbished Da Vinci Si Surgical Systems at a cost of $11.6 M USD, subject to the confirmation of financing from the Princess Margaret Cancer Foundation, the Toronto General & Western Hospital Foundation, and the Surgical Division Heads foundation funds. f) Varian Medical Systems Non-Competitive Procurement of Linear Pre-circulated for members information on the Non-Competitive Procurement of Linear. Management requests that the Board of Trustees approve to enter into contracts with Varian Medical Systems for the non-competitive procurement of two TrueBeam Linear Accelerators at a cost of $5.1 M. g) Cancer Care Ontario Lease Renewal at 620 University Avenue Pre-circulated for members information on the Cancer Care Ontario Lease Renewal at 620 University Avenue. Management requests the Board of Trustees approve to enter into an agreement to lease space to Cancer Care Ontario at 620 University Avenue, Toronto for three years effective October 1, 2017 and expiring at noon on October 1, 2020, with one option to renew for an additional 2 years with UHN s approval, and generating rental revenue of $4.7 M over the initial term. 3.3 Governance and Nominating Committee, Minutes of Previous Meeting No minutes to approve. 3.4 Research Committee, Minutes of Previous Meeting Pre-circulated for members information were the minutes of the Research Committee held on June 21 st, 2016. (Under tab 3.4) 3.4.1 Clinical Trials Ontario (CTO Pre-circulated for members information on the Clinical Trials Ontario (CTO). Management request the Board of Trustees approve the UHN join the Clinical Trial Ontario network for the purpose of research ethics review. 3.5 Education Committee, Minutes of Previous Meeting Pre-circulated for members information were the minutes of the Education Committee held on June 3 rd, 2016. (Under tab 3.5) 3.6 Michener Board Committee, Minutes of Previous Meeting Pre-circulated for members information were the minutes of the Michener Board Committee held on June 3 rd, 2016 (Under tab 3.6) Page 3
Michener Transfer Payment Agreement (TPA) expired August 31, 2016. An Amending Agreement was recently negotiated. The Amending Agreement covers the nineteen month period from September 1, 2016 to March 31, 2018, to align with Michener s new fiscal year end. The Amending Agreement was signed by Michener s Board Chair and the President & Chief Executive Officer in late August 2016. 4.0 Medical Advisory Committee, Minutes of Previous Meeting Pre-circulated for members information were the minutes of the MAC meeting held on June 2 nd, 2016 and the Medical Staff Appointments June 23 rd, 2016. (Under tab 4.1) 5.0 Board Business Motions for Approval Mr. Mulvihill presented the motions for approval listed in (Under Tab 3.2.1) On a motion duly made by Dr. Dhun Noria, seconded by Mr. Robert Krembil the list of motions were approved as follows: 1.0 Minutes of UHN Board of Trustees Pre/Post Meetings May 18 th, 2016 3.1 Minutes of the Safety and Quality Committee Meetings April 25 th, 2016, May 30 th, 2016 3.2 Minutes of the Finance and Audit Committee Meetings June 14 th, 2016 3.2.1 Finance and Audit Briefing Notes for Approval a) Financial Statements for the Five Months Ended August 31 st, 2016 b) Capital Budget for 2016/17 c) Medtronic of Canada Contracts for Neuromodulation Therapies d) Covidien of Canada ULC Contract for Endomechanical Staplers & Reloads e) Minogue Medical Inc. Non-Competitive Procurement of Da Vinci Si Surgical f) Varian Medical Systems Non-Competitive Procurement of Linear g) Cancer Care Ontario Lease Renewal at 620 University Avenue 3.4 Minutes of Research Committee, Minutes of Meeting June 21 st, 2016 3.4.1 Research Committee - Clinical Trial Ontario (CTO) 3.5 Minutes of the Michener Education Committee June 3 rd, 2016 3.6 Minutes of the Michener Board of Governors June 3 rd, 2016 4.0 Minutes of the Medical Advisory Committee meeting June 2 nd, 2016 4.1 Medical Staff Appointments June 23 rd, 2016 Page 4
6.0 Chief Executive Officer s Report Pre-circulated for members the Chief Executive Officer s Report. (Under tab 6.0) Dr. Pisters highlight on the following: Dr. Pisters congratulated Dr. Brian Hodges on receiving the Swedish Karolinska Institutet Prize for Research in Medical Education for his research into how health professionals are trained and assessed around the world. This award is one of the most esteemed prizes in the world. It s aimed at acknowledging and promoting quality research and long-term education improvements in medical practice. Dr. Pisters welcomed two new members to the Executive Team: Mr. Michael Nader started on September 6 th as UHN s Executive Vice President, Clinical Operations and Dr. Brad Wouters will join us on October 3 rd as UHN s Executive Vice President, Science and Research. Emma Pavlov and Joy Richards are finalizing plans for the Purpose, Values and Principles (PVP) interactive electronic sessions being held September 22 nd and 23 rd.. UHN staff will have an opportunity to ask questions, make comments and help refine the PVP document. All senior leaders will be engaged in this virtual conversation with staff. Dr. Pisters encouraged members to review on-line UHN s seven Areas of Focus at www.renewinguhn.ca 7.0 Chief Finance Officer s Report Pre-circulated for members the Chief Financial Officer s Report. (Under tab 7.0) The August Balance Sheet remains capable of managing the clinical deficit, servicing our bond and meeting debt covenants. Working capital of 0.86 is slightly above the August budget of 0.85 but remains ahead of the HSAA target of 0.80. It is anticipated that we will reach our UHN target of 0.90 by year-end. Year-to-date results show an operating deficit of $10.4 M. The $10.4 M negative variance is driven by unfunded clinical volumes and over-performance on various volume funded procedures for which there is no guarantee of additional funding. The EY Operational Review findings are expected to be helpful in managing funding shortfalls. As a result from the first phase, UHN has a significant opportunity to achieve sustainable cost improvements, achieve additional savings and deliver incremental benefit. 8.0 Board Education 8.1 Joint Department of Medical Imaging Lawrence White provided an update on The Joint Department of Medical Imaging on the program s accomplishments and challenges during the past year. (Under tab 8.1) Page 5
JDMI is one of Canada s largest sub-specialized, academic medical imaging programs serving the needs of University Health Network, Sinai Health Systems and Women s College Hospital. JDMI is recognized for their quality of care and continuous innovation in technology, research and education. JDMI highlights from the past year: renewal of the medical radiation sciences program through the integration of the Michener Institute; new research strategic plan with focus on three themes: discovery and technology development, clinical and translational innovation, health services and clinical outcomes; interprofessional academic practice strategy with the aim to augment clinical practice, research and education activity that is inclusive of our technologists and nurses and ultimately transforms our culture from service delivery to an academic program; development of end-to-end quality assurance program with the addition of technologist image peer review program, coupled with a mature radiologist report peer review program; introduction of new clinical procedures such as stroke thrombectomy; and redesign of medical imaging services to support community primary care with components such as 1-800 medical imaging; Some challenges JDMI faces: alignment of strategies across partners: Provincial, LHIN, organization; tension between hospital-based and community-based care and misaligned funding models. 8.2 H.R., Organizational Development and Michener Operations Emma Pavlov provided and update on the HR organizational development and Michener operations. (Under tab 8.2) As one of Canada s largest teaching hospitals, our community is made up of 27,724 people, represented by volunteers (3,500), students (6,850), physicians (900 active) and employees (15,329 permanent FT/PT, temporary and casual workers). 8.3 Princess Margaret Allogenic Stem Cell Transplant Pre-circulated for members the Princess Margaret Allogenic Stem Cell Transplant Update. (Under tab 8.3) The Ministry of Health and Long-Term Care (MOHLTC) capital planning process consists of 4 stages. UHN has submitted stages 1 and 2 which were approved by MOHLTC. Stage 3 was submitted in July with a response pending. UHN is preparing to submit Stage 4 in September. UHN is expecting to receive MOHLTC s approval to release construction tender by late October 2016. Princess Margaret will continue the capital expansion process (Phases 1 and 2) along with implementing other initiatives to reduce the current waitlist and create additional capacity. Page 6
8.4 Update on Medical Assistance in Dying (MAID) Implementation at UHN Pre-circulated for members an overview and update on the implementation of Medical Assistance in Dying (MAID) at UHN, since the presentation given by Dr. Gary Rodin at the May 18 th, 2016, Board of Trustees meeting. (Under tab 8.4) MAID came into effect in Canada on June 6 th, 2016. It is being delivered at all UHN hospital sites by a voluntary group of health care providers. MAID is aligned under UHN s Department of Supportive Care. UHN will continue to monitor the implementation of the MAID program and legal developments as well as provide regular updates as need to the Board. 9.0 In-Camera No minutes taken. 10.0 Date of Next Meeting The Board of Trustees will meet next on Wednesday, November 16 th, 2016 at 1:00 p.m. at Toronto General Hospital, in the Anthony S. Fell Boardroom. 11.0 Adjournment There being no further business, the meeting was adjourned. The Chair agrees these meeting minutes are an accurate reflection of the meeting. Mr. John Mulvihill, Chair, Board of Trustees University Health Network September 21 st, 2016 Date Page 7