PAN-LHIN Board Education Package

Time
Topic
Speaker
1:00 pm
WELCOME AND CONTEXT SETTING
Donna Segal
Board Chair, SE LHIN
Chair, Collaborative Governance
Work Group
1:10 pm
CONSIDERATIONS FOR BOARD COLLABORATION
IN INTEGRATION
 LHIN Perspective
 Provider Perspective
2:00 pm
LHIN EXPERIENCE WITH COLLABORATIVE
GOVERNANCE: AN EXAMPLE
Jeffrey Simser
Legal Director, LHIN Legal Services
Anne Corbett
Partner, Borden Ladner Gervais
Bob Morton
Board Chair, NSM LHIN
2:45 pm
SUMMARY AND CLOSING REMARKS
Donna Segal
3:00 pm
ADJOURN PAN-LHIN SESSION
Donna Segal
3:00 –
3:30 pm
INDIVIDUAL LHIN MEETINGS
Each LHIN will sign off the pan-LHIN session and
have its own discussion immediately following.
BIOGRAPHY
JEFFREY SIMSER
Jeff Simser has been the legal director at the LHINs since May of this year. He originally joined the
Ministry of the Attorney General as a corporate-commercial lawyer in 1992. Throughout his career
with the province, Jeff has held positions at the Attorney General, Cabinet Office, and the Ministry
of Finance. In 2008, Jeff received an individual Amethyst Award for his work creating Canada’s first
civil asset forfeiture law. Jeff holds a Bachelor of Arts degree from the University of Toronto, a
Bachelor of Laws degree from Queen’s University and a Master of Laws degree from Osgoode Hall
Law School. He is the author of Civil Asset Forfeiture in Canada, a book published by Canada Law
Book and is working on a forthcoming book on Gaming Law in Canada. He has published legal
articles in Canada, the United States, Africa, Australia, Europe and Asia.
BIOGRAPHY
BOB MORTON
Robert Morton, Chair of the North Simcoe Muskoka LHIN, is a highly experienced health care
executive who has worked in a number of senior positions within the Ontario health and social
service system over the past thirty-five years. In December 2008 he was appointed the first Chair of
the then newly merged Huronia District and Penetanguishene General Hospitals, now named
Georgian Bay General Hospital.
His other positions include:
 Founding Chief Executive Officer of Children’s Treatment Network of Simcoe York
 Executive Director of two Community Care Access Centres - Peel and Simcoe County
 Senior administrator of the homes for the aged program of the County of Simcoe
Bob has held a number of board positions for various health care related agencies and councils.
Integration: Setting the Stage
CONSIDERATIONS FOR BOARD COLLABORATION IN INTEGRATION
November 27, 2014
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Principles
Principles underlying the Local Health System
Integration Act, 2006 (“LHSIA”):
•
•
•
•
•
•
•
Planning
Coordinating
Community engagement
Accountability
Funding
Integration
Transparency
2
Definitions
Integrate and Service
The definition of “integrate” includes (s. 2):
•
Coordinating services and interactions between different persons and
entities;
•
Partnering with others in providing services or in operating;
•
Transferring, merging or amalgamating services, operations, or entities;
•
Starting or ceasing to provide services;
•
Ceasing to operate, dissolve or winding up operations, and “integration”
has a similar meaning.
The definition of “service” includes (s. 23):
•
A service or program that is provided directly to people;
•
A service or program that supports a direct service or program; or
•
A function that supports a person or entity that provides either a direct or
a supporting service or program.
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Developing Integration Opportunities
1) LHINs may integrate under s. 25 by:
a)
b)
c)
d)
Funding – providing it or changing it
Facilitating and negotiating the integration
Requiring an integration
Stopping a voluntary integration
2) The Minister, with advice from the LHIN, may order
an integration. (s.28)
4
Developing Integration Opportunities Funding
LHSIA s. 19 and 25(1)(a):
•
A LHIN may provide funding to a health service
provider (“HSP”) for services it provides in or for
the LHIN’s geographic area.
•
A LHIN may integrate a local health system by
providing or changing funding to an HSP that it
funds.
5
Developing Integration Opportunities Facilitating and Negotiating
LHSIA s.25 (1)(b) and 25(2)(a):
• A LHIN may facilitate or negotiate an integration.
• At least one of the organizations involved is an HSP,
or the integration of services between HSPs or
between an HSP and an organization that is not an
HSP.
• The parties need to reach an agreement.
• Once the parties reach an agreement, the LHIN
must issue an integration decision.
• The integration decision must be complied with.
(s.29)
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Developing Integration Opportunities –
Required Integration
LHSIA s. 26 and s. 25(2)(b):
• A required integration can occur without the consent of the
HSP.
• If a LHIN considers it in the public interest, it may require a
funded HSP to provide a service, to cease providing a service,
to provide a service to a certain level, to transfer location, or
to transfer all or part of a service from one person to another.
• Notice of the LHIN’s proposed decision must be provided to
the HSP, along with copies available to the public. The public
has 30 days to make submissions to the LHIN.
• The LHIN may issue an integration decision after it considers
the submissions. (s. 25(2)(b))
• The integration decision must be complied with. (s.29)
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Developing Integration Opportunities Voluntary or Stopping an Integration
LHSIA s. 27 and s. 25(2)(c):
• A voluntary integration occurs when an HSP initiates it’s own
integration activity with another organization.
• The HSP is required to provide notice of it’s proposal to the LHIN that
it receives funding from.
• The LHIN may propose to stop the integration.
• If the LHIN proposes to stop the integration, it must give notice to the
HSP, make the proposal public and invite submissions from the
public for 30 days.
• Not more than 60 days after giving notice, and having considered the
submissions and the public interest, the LHIN may issue an
integration decision.
• The decision may stop the entire integration or part of it.
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The LHINs Duty to Integrate
To provide for an integrated health system to improve
the health of Ontarians through better access to high
quality health services, co-ordinated health care in local
health systems and across the province and effective
and efficient management of the health system at the
local level by the LHINs. (s.1)
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Integration Transactions:
The Role of the Board
BY ANNE CORBETT
BOARDS: OFFICIAL PUBLICATION OF THE GOVERNANCE CENTRE OF EXCELLENCE SEPTEMBER 2014 ISSUE 8
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There is an increasing trend for hospitals and other
Boards should:
health service providers to look for opportunities to
• Be informed about health trends, the health system
create efficiencies in the health system through the
integration of services, programs, support operations
and entities.
This article discusses the important role of the board
in facilitating and implementing integration transactions.
The Board’s First Role – Setting the Stage with a
System Perspective
The fiduciary duties of board members require that
decisions are made in the best interests of the corporation
served: the health service provider. The question is often
asked: how do we reconcile system interests with a hospital’s
or organization’s best interest?
A board of a publicly funded, mission-driven organization
should define “best interests” with regard to the mission,
vision, values and accountabilities of the organization.
Accountabilities will be varied and include: patients/clients,
regulators, funders, donors, taxpayers, academic partners,
the community served, etc. Consideration must also be
given to the statutory mandate that applies to health
service providers that are subject to the Local Health System
Integration Act (“LHSIA”).
Each local health integration network and each
health service provider shall separately and in
conjunction with each other, identify opportunities
to integrate the services of the local health system to
provide appropriate, co-ordinated, effective and
efficient services.
Accordingly, boards of providers subject to LHSIA must
also have a “health system” perspective. Looking at the
organization through a “system lens” will impact key areas
of board role and function, including:
• Strategic planning
and, in particular, the local health system.
• Identify key stakeholder organizations and look for
opportunities to build “board-to-board” relationships
- such relationships can facilitate opportunities for
integration by building trust and confidence.
• Evaluate decisions of the board with reference to a
system perspective. Where appropriate, boards should
ask questions such as: Have we talked to other key
stakeholders in the system with respect to this initiative?
How will this impact the system and other health
care providers?
The Board’s Second Role – Demonstrating Leadership
Integration transactions often come to the board through
actions initiated by senior management.
Initially, board level integration discussions will start on an
exploratory basis with a small group of board members,
perhaps just the chair and vice chair, before expanding to
engage the full board. Accordingly, a key accountability falls
to the board leadership to support management, engage
directly with their respective counterparts and to determine
the appropriate point at which to engage the board more
fully. Once engaged, the board needs to provide support to
the CEO, the senior management team and the board chair.
It is important that the board recognize the work load that
will fall to management in the context of an integration, in
addition to the “core” roles of the senior management team.
Guidance and leadership from the board plays a valuable
role in supporting management through the process.
A BOARD OF A PUBLICLY FUNDED, MISSIONDRIVEN ORGANIZATION SHOULD DEFINE “BEST
INTERESTS” WITH REGARD TO THE MISSION,
• Recruiting – both at a board and management level
VISION, VALUES AND ACCOUNTABILITIES OF
• Stakeholder relations and engagement
THE ORGANIZATION.
• Expectations of the board chair
BOARDS: OFFICIAL PUBLICATION OF THE GOVERNANCE CENTRE OF EXCELLENCE SEPTEMBER 2014 ISSUE 8
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The Board’s Fourth Role – Engagement
Integration transactions are often overseen by a joint
steering committee with representation from both
boards. Such a steering committee is usually comprised
of board leaders who can devote time to supporting
management and taking direct roles, at a governance level,
in implementing the integration. It is important that the
members of any steering committee not get too far out
in front of the full board with respect to decision-making.
Mechanisms to communicate progress to the board and
ensure buy-in at key milestones will be critical to the
eventual success of the integration.
The Board’s Third Role – Developing and Applying
Evaluation Criteria
Successful integrations happen where both parties share
a set of common objectives that are clearly defined at the
outset of the process. Specific implementation decisions are
then made with reference to those objectives.
Typically the objectives of an integration are to achieve
improvement in one or more of the following areas:
• Quality
While the lead roles for implementation may fall to the
board chair and the board members on the joint steering
committee, there is a significant role for the rest of the board.
Sub-committees of the board or joint sub-committees may
be established. Board members should participate in such
committees when requested. Board members should stay
involved in the process even where they are not assigned a
direct role and should receive and respond to reports such as:
• Access to services
• Communication plan
• Value for money
• Community engagement plan
• Efficiency
• Due diligence report
Many boards may start with a list of “non-negotiables” but
boards should limit such a list to factors that are truly critical
to the success of the shared integration vision.
• Human resources implementation plan
In many cases there may not be objectively measurable
criteria with which to conduct a cost/benefit analysis of the
proposed integration. This is particularly true where the
vision is for improved access and quality of care. Boards
must appreciate that the “business case” for a health system
integration may be subject to less measureable criteria then
would typically apply in a commercial transaction.
• Governance plan
Once evaluation criteria have been defined, a board should
continue to refine and evaluate those criteria and continue
to question whether or not the list of “non-negotiables”
remains appropriate.
Board members should participate in stakeholder
engagement as appropriate and requested.
Lastly, it is important that the board continue to govern and
exercise oversight throughout the integration process.
The Board’s Fifth Role – Approvals and Implementation
The board will likely be asked to pass a resolution approving
the integration in principle. There may be a non-binding
memorandum of understanding or letter of intent presented
to the board which outlines key terms of the integration.
Such a document ensures that there is a “meeting of the
minds” on key aspects of the transaction. If the parties have
been talking in general terms, reducing key elements of
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the integration to a written memorandum of understanding
or letter of intent ensures that there is a common vision,
objectives, and criteria and that non-negotiables are
understood. This avoids getting too far “down the road”
only to find out that there is a fundamental disagreement
in the nature of what the parties intend to achieve. This
document can also map out key steps in the process such
as the approach to a communications plan, human resource
integration and due diligence.
The board should not expect that every question will be
answered at this stage. A memorandum of understanding
provides a high level road map for the negotiation of the
final and definitive documents.
Boards should ensure that an implementation plan is
established and monitor any conditions that are required
for final approval. Boards should also be prudent in
deciding what needs to be part of the process of integration
and what work can be left for the new board or new
governance structure.
ANNE CORBETT is a Senior Partner with the law
firm of Borden Ladner Gervais LLP in Toronto
where she specializes in the areas of corporate
commercial law and health law with a special
emphasis on corporate governance. Anne is
involved in providing advice to boards of hospitals, hospital
foundations, not-for-profit corporations and pension
administrators with respect to governance issues. She has
also been involved in several hospital amalgamations and
restructurings and in transactions between hospitals and
the private sector involving partnerships, outsourcing and
joint venture arrangements. She provides advice to
academic hospitals as well as to community hospitals and
rural and northern hospitals. She is a frequent speaker for
the Ontario Hospital Association on topics related to
directors, fiduciary duties, governance and accountability,
including accountability agreements.
The board gives final approval and then must stay involved
and continue to govern during any transition period.
As many hospital and health care organizations consider
integrating services, programs and operations, it is essential
the board of directors assume a leadership role and be
directly involved in leading these integration activities.
BOARDS: OFFICIAL PUBLICATION OF THE GOVERNANCE CENTRE OF EXCELLENCE SEPTEMBER 2014 ISSUE 8
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Healthy People. Excellent Care. One System.
Collaborative Governance
November 27, 2014
Implementation Structure, 2013-2016
Lead Organizations for each ‘Areas of Focus’:
Health Service Provider Boards and LHIN Board
NSM LHIN Leadership Council
GBG
H
CCAC/IL
S
OSMH
Waypoint
RVH
CGM
H
1. Complex &
Chronic Health
Needs
2. In Home &
Community
Capacity
3. Maternal Child
Health
4. Mental Health
& Addictions
5. Medicine
6. Surgery
Complex Continuing
Care
Alternate Level of
Care
Maternal and Child
Health Community of
Practice
Waypoint
Schedule1Beds to
community hospitals
LHIN-wide Critical
Care System
Chronic Disease
Prevention and
Management
Home First
Building Child &
Adolescent Capacity
LHIN-wide Integrated
Vascular Care
System
LHIN-wide
Musculoskeletal
Program
(Bone and Joint)
Community Crisis
Management
LHIN-wide
Emergency Care
System
Behavioral Support
System
LHIN
7. Communications
and Community
Engagement
Seniors Health
Strategy
LHIN
8. Governance
LHIN
9. Information
Communication
Technology/eHealth
LHIN
10. Integrated
Health Human
Resources
CCAC
11. System
Navigation
County of
Simcoe
12. Transportation
Standardization of
Process and Policy
Information &
Referral
Inter-facility
Organizational
Development
Transitions of Care
Community
Workforce Planning
and Education
Recruitment and
Retention
Coordinating Councils for 12 ‘Areas of Focus’
Project Steering Committees for > 40 Projects
Boards, Councils & Project Steering Committees supported by:
• NSM LHIN Leadership Council - CEOs & Executive Directors (the Care Connections (CC) Steering Committee)
• CC Operations Committee ( the Chairs of 12 Coordinating Councils)
• CC Implementation Team (LHIN Staff as Liaisons for Councils and Project Steering Committees)
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Care Connections Governance Coordinating Council:
Governance Vision
Purpose
Challenges
and issues
• Sustainable Governance model to support future design
• Minimal education, information-sharing, and relationships across the HSP community
• Lack of shared vision for the future
• Tension between existing organizational fiduciary responsibilities and future systemwide governance and oversight
Hospital Boards
Key
stakeholders
Long-term Care Boards
Community Boards
“A Network”
LHIN Board
• Facilitated networking of Boards to support the transformation and delivery of the
future health system
• Delivered through:
Strategies
• Clear and consistent communication and information-sharing protocols
• Effective governor engagement strategies
• Platform for Board to Board sharing and relationship building to create a foundation
for change
North Simcoe Muskoka LHIN’s Governance Journey
June 2012
Care Connections Update
Governance Coordinating
Council Role
Collaboration Continuum
June 2013
Governance 101
Generative Governance
October 2013
“Made in Ontario Solution”
Unique role for governing bodies
Governance Leadership in
System Transformation
Chairs only session –
focused on sub-geography
January 2013
April/May 2014
Health Links
Implications for governing
bodies
Local improvement plans
Regional Sessions
November 2012
May 2014
Governance Education
Session
Sept/Oct 2014
Second Curve Transformation
Patient Experience
November 2014
2nd Governance Education
Session
“Put back on the table of the boards not just a request, but an absolute sense of obligation, that learning who
does better and then doing at least that well is central to proper stewardship of health care. The buck stops in
the board room.” D. Berwick
Continuum of Collaboration
Formal and Whole
Agency
Collaboration
Informal and Local
Collaboration
Communication
Cooperation
• Individuals from
different
disciplines
talking together
• Providers
working jointly
on lower
priorities on a
case by case
basis
Coordination
Coalition
Integration
• Formalized joint
working group
• No sanctions for
non-compliance
• Joint structures
created with
willingness to
sacrifice some
autonomy
• Integration of
services, staffing
or initiatives
between health
system partners
locally or
system-wide
and across
sectors.
Collaboration – T, T, T.
The impact of Trust Building
http://www.actforyouth.net/youth_development/communities/collaboration.cfm
6
Accountability
- Organizational Level
ORGANIZATIONAL
BALANCED
SCORECARD
• describes strategy,
measures & targets
• guides execution
• information on
performance
Financial
Customer
Value Creating
Processes
Learning &
Growth Enablers
Dialogue &
Continuous Dynamic
Evaluation &
Learning
Accountability
Agreement for
CEO
Managerial
Accountability
Agreements
ACCOUNTABILITY
AGREEMENTS
• sets out what parts of the
scorecard each individual is
accountable for achieving &
the supports they need to be
successful.
7
Accountability
- System Level
ORGANIZATIONAL
BALANCED
SCORECARD
• describes strategy,
measures & targets
• guides execution
• information on
performance
Financial
Customer
Value Creating
Processes
Learning &
Growth Enablers
SYSTEM BALANCED
SCORECARD
Financial
Customer
Value Creating
Processes
Learning &
Growth Enablers
Dialogue &
Continuous Dynamic
Evaluation &
Learning
• states the financial & customer
outcomes
• defines the strategic contribution of
the board
• helps manage the performance of
board / committees
• clarifies the strategic information the
board needs
Accountability
Agreement for
CEO
Managerial
Accountability
Agreements
ACCOUNTABILITY
AGREEMENTS
• sets out what parts of the scorecard
each individual is accountable for
achieving & the supports they need
to be successful.
8
A Governance Model
Generative
Strategic
Fiduciary
Source: Jim Nininger, Conference Board of Canada
Trust
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System Governance: Finding the Balance
Board members
need to govern
on a broader
health system
level
Board members
need to focus on
their own
organization
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Questions for Consideration
•
How much time do you or should you spend on systems
versus organizational priorities?
•
What about your CEO? How much time and effort is
reasonable for your CEO to spend on system
issues/priorities?
•
What does this mean for your Board?
•
Does your Board need to do anything differently?
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