HomeMy WebLinkAbout2020-02-06 PAG FinalPARTNERSHIP ADVISORY GROUP
FEBRUARY 6, 2020 MEETING
ASSEMBLY
PAGE 1
The Partnership Advisory Group met for a meeting on Thursday, February 6, 2020, at 5:30 p.m. in the
Andre' Mallette Training Rooms at the New Hanover County Government Center, 230 Government Center
Drive, Wilmington, North Carolina.
Members present: Co -Chair Barbara Biehner; Co -Chair Spence Broadhurst; Vice Co -Chair Bill Cameron;
Vice Co -Chair Dr. Joseph Pino; Members: Dr. Virginia Adams; Evelyn Bryant; Robert Campbell; Chris Coudriet;
Cedric Dickerson; Brian Eckel; Jack Fuller; Hannah Gage; John Gizdic; Dr. Sandra Hall; Tony McGhee; Dr. Michael
Papagikos; Dr. Mary Rudyk; Dr. Rob Shakar; Jason Thompson; and David Williams.
Members participating via telephone: Meade Van Pelt.
Staff present: County Attorney Wanda Copley; Clerk to the Board Kymberleigh G. Crowell; Assistant
County Manager Tufanna Bradley; Chief Financial Officer Lisa Wurtzbacher; Chief Communications Officer
Jessica Loeper; Budget Officer Sheryl Kelly; Intergovernmental Affairs Coordinator Tim Buckland; New Hanover
Regional Medical Center (NHRMC) Director of Marketing and Public Relations Carolyn Fisher; NHRMC Chief
Legal Officer Lynn Gordon; NHRMC Chief Strategy Officer Kristy Hubard; NHRMC Media Relations Coordinator
Julian March; NHRMC Executive Vice -President and Chief Financial Officer Ed 011ie; Joseph Kahn, Shareholder
with Hall Render and outside counsel for NHRMC; Ryal W. Tayloe, Attorney with Ward and Smith and outside
counsel for NHRMC; David Burik, Managing Director with Navigant; Bryan Burgett, Director with Navigant; and
Eb LeMaster, Managing Director with Ponder & Company.
Co -Chair Broadhurst called the meeting to order and thanked everyone for being present.
Co -Chair Biehner stated there is a need to add meetings beyond April, the plan is for them to occur
the first and third of Thursday of each month, some meetings may run longer than the established 5:30 p.m.
to 7:30 p.m. timeframe, and an extra meeting is being added in March on the 26th. The March 191h and 26th
meetings are immediately after the March 16th deadline for the responses to the request for proposal (RFP)
and portions of each meeting will potentially need to be in closed session due to proprietary information in the
responses that has been redacted by the respondents. The anticipated date to publish the responses is the end
of March. As a reminder, each PAG member signed the charter agreeing to protect and keep confidential any
legal and protective competitive healthcare information, and trade secrets exposed to the PAG and its
members as well as information protected by attorney-client privilege.
Co -Chair Broadhurst reminded the group that until the responses are submitted, the respondents have
been asked to go through support staff, not the PAG members, with inquiries. If that occurs, he asked that the
respondents be redirected to the support team to avoid the process being unintentionally being tainted. He
asked NHRMC Chief Legal Officer Lynn Gordon to provide input.
Ms. Gordon stated it is important to protect the integrity of the process and reiterated what is stated
in the charter that the members signed. Members having discussions with a respondent, regardless of who
initiates the conversation, will bring a cloud over the process as to whether or not a member is directly or
indirectly getting into the business of the PAG. Individual respondents are not to be talking with components
or elements of this group, that is inappropriate. At a certain point, respondents will attend the meetings to
make presentations, but right now the proposals are what speaks for them. If a member is contacted by a
respondent, they are to be directed to the support team contact Bryan Burgett with Navigant. In response to
questions, she stated that the Physician Advisory Committee (PAC) has the exact same language in their charter
and she will follow up with the committee chair to remind him to remind members of the charter language.
In response to questions, Mr. Burgett stated that there are directions in the RFP about who to contact
for any questions, concerns, etc.
Co -Chair Broadhurst provided a brief overview of the meeting agenda.
APPROVAL OF MINUTES
PAG Vice Co -Chair Pino MOVED, SECONDED by PAG Member Gage to approve the January 23, 2020
minutes as presented. Upon vote, the MOTION CARRIED UNANIMOUSLY.
REQUEST FOR PROPOSAL (RFP) NON -DISCLOSURE AGREEMENT (NDA) LOG (SLIDE 5)
Co -Chair Biehner reviewed slide 5 of the presentation noting that it is the updated list as of today. Nine
organizations have executed the NDA, two organizations have requested the NDA, eight organizations have
indicated a potential interest, eleven organizations have declined to participate, and two organizations have
been contacted, but there has been no further discussion.
In response to questions, Mr. Burgett stated work has started on the executive summaries for each of
the anticipated proposals. Profiles of each organization will be done as well.
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FEBRUARY 6, 2020 MEETING PAGE 2
GOVERNANCE RECAP (SLIDES 7-10)
Co -Chair Biehner asked Joe Kahn, outside counsel for NHRMC, to provide the governance recap. Mr.
Kahn provided an overview of slide 7 of the presentation of the current barriers or limitations identified by the
NHRMC Board of Trustees (BOT) with the current governance structure.
A brief discussion was held about the First Tryon study. Member Fuller stated there are some things
in the study that are critical to the hospital that are not covered in slide 7. He does not know if efforts should
be made to go back to capture them or if they are no longer important. Mr. Kahn responded that the list is not
intended to be exhaustive in terms of the challenges the hospital faces both as a result of the governance/legal
structure as well as a number of other issues it is facing in the market. What was trying to be done is leverage
the work that has been done by the NHRMC BOT at a high level and somewhat categorically cover some of the
primary issues identified as challenges with the current structure. The table can be expanded if that is the
desire of the PAG. Co -Chair Biehner suggested the list being reviewed for any potential additions and discussed
at a future meeting. In response to questions, Member Gizdic stated he does not think a majority of the items
can be addressed through legislation. The investment limitation has been changed through legislation and was
changed as far as the legislation could take it. There would need to be a change in the structure to truly change
the flexibility.
A brief discussion was held about possibility of reviewing the First Tryon study as to what requires
statutory change or a change driven by the County Commissioners in relation to the list so everyone is in the
same place. Co -Chair Biehner stated the report is in the PAG notebooks and page 10 of the report covers the
information. Member Coudriet stated while not the main charge of the PAG, time has not been spent discussing
the First Tryon report to identify what those gaps are and what can be fixed legislatively because everything
on slide 7 was addressed by First Tryon to include other pieces. Member Fuller agreed and stated that is the
point he is trying to make. The members were in general consensus for a summary to be provided after this
meeting about what has been discussed in order to move forward and not overlook some important
information. Mr. Kahn confirmed he would provide a summary and reiterated the main focus of the slide was
to recap what was covered in the previous meeting and also to maintain the focus of the discussion as it relates
to governance. The governance structure is not going to change a lot from a Medicare reimbursement
standpoint so what was really being focused on were some challenges that are directly impacted or affiliated
with governance structure and legal structure without being an exhaustive list. Co -Chair Broadhurst stated that
some of the items mentioned by Member Fuller may be covered in future meetings. For example, things having
to do with financial constraints that may not be legislative but may deal with the nature of county bonds and
the associated restrictions of what is done with the funds. While it is a governance issue, it would also be a
financial issue.
A brief discussion was held about whether any of the models provide the flexibility to have other
counties buy -in through tax dollars. Member Coudriet stated he thinks this has been previously discussed and
theoretically, it's possible through interlocal agreements. But no board, such as Member Williams' Board of
Commissioners, cannot bind a future board to any obligation. It would be an unmitigated disaster to go out
and agree to get into debt for $50 million in Pender County. They commit to funding the debt service until a
new board is seated and there is no obligation for prior boards in interlocal agreements to remain wedded to
that. There is no legislative way to fix that. If they issued the debt themselves, they're obligated to pay for it,
or default on it. New Hanover County could not make them give to it the satisfaction of debt or anything else
specified in their local interlocal agreement. There's always going to be a non -appropriation clause by state
statute, and there's always going to be an ability to walk away, either party, with proper notice. As to whether
no governance structure would change that, Member Coudriet stated if the County were not the owner and if
this were to be reestablished along the Mission Hospital model, certainly that 501(c)(3), he guesses it could go
out and figure out where it wants to issue debt and what it wants to put up as collateral on who it's going to
trust to satisfy that, but the County cannot issue debt outside of its jurisdiction. New Hanover County could
not go over to Pender County and decide it's going to put in a 500 -acre landfill and put the money out there.
Number one, they're not going to let the County do that and number two, the County cannot statutorily issue
its taxing authority, its asset base, to satisfy obligations outside of its boundaries. That is why there are 100
counties. Member Williams stated in reality, he thinks before the Pender County Board of Commissioners
would look to issue $50 million in debt, it would reach out to other healthcare organizations to ask how they
could help. That's one of the reasons that Pender wants to maintain the market share it has with NHRMC, and
if it stays NHRMC or becomes something else, Pender wants to be a part of it rather than having to reach out
to the north, west, etc. to be part of another organization.
Mr. Kahn stated one of the goals in this process is to identify a path where the hospital is able to
expand and grow without further burdening anyone's tax base, whether it's New Hanover or Pender counties
or anyone else's, and to identify financial and growth strategies that are somewhat independent of reliance on
anyone's taxes. That is really not in the best interest of anyone, the hospital or the constituencies at large.
There is a process element where there are opportunities to identify access to additional resources beyond
just simply taxing authority or relying on taxing authorities. In review of slide 8, he explained the matrix is
intended to summarize the alternative models discussed a couple weeks ago and at least potential impacts
that those models could have on some of the challenges. The challenges are across the top, then the structural
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FEBRUARY 6, 2020 MEETING PAGE 3
models are down the left side. Yellow is intended to indicate that the model has some benefits but is not in
and of itself the silver bullet being looked for. For example, if NHRMC converted to a hospital authority, that
would go some way toward addressing the ability to invest outside of the County, because the hospital
authority can issue its own bonds and can operate outside the County. However, that structural change in and
of itself does not create any additional borrowing capacity for the hospital. The matrix helps to acknowledge
both the impact of the structure as well as the practical reality of where the hospital finds itself right now. As
to the earlier question about how, for example, converting to a private nonprofit would create flexibility from
a structural standpoint, alone in a vacuum it creates flexibility for the hospital to expand outside that county
to invest, issue its own revenue bonds, and to build outside the County to invest with a little more flexibility
the cash reserves that it builds up. The question is, in and of itself, is the hospital in a position to take advantage
of those opportunities. He thinks the reality is not in every case whether from debt capacity or its ability to
scale, arguably, could the right hand column be yellow. With some of the structural options the scale really is
a combination and culmination of everything on the top row. The ability to borrow, to invest, and to promote
the brand all impact the hospital's ability to scale. While some of the structural changes create opportunities
to scale, without the actual resources behind it, the scales are going to be difficult to achieve.
As to the question about what has been provided in the responses as to what a respondent's
governance structure would be or is and how that might change what is being looked at, Mr. Kahn stated of
the nine that have signed the NDA, there is no information about what they're proposing in terms of
partnership structure. However, as those nine are currently structured, there is actually a mix. Some fall into
the private nonprofit category, some into the hospital authority category, and then almost all of them qualify
as what is called SystemCo. Almost all are structured using the best practices as previously described as systems
of network of providers and entities. One that is not reflected on the matrix is the for-profit. There are a couple
of for -profits in the process that have a whole new and additional avenue to resources by virtue of that tax
status.
Member Fuller stated while the chart is helpful, two places on it that he does not understand the
coding is for the not-for-profit as far as investments outside of accounting and finance opportunities. Both are
in yellow and based on prior discussions, he would have thought those would be much more favorable. Mr.
Kahn stated as it is known, it's somewhat subjective and thinks it could be, for example on the borrowing side
if it's a private nonprofit, it could be able to borrow against its revenues. It is correct that there are additional
opportunities that the hospital could capitalize on by virtue of being able to issue its own bonds. The yellow
coding is to acknowledge that it is not a light switch that the hospital would not be able to simply go out and
borrow as it is and then go out and find opportunities. It would have to identify an opportunity that satisfied
debtors and the bond market that it was worth the investment. It is also correct that as is, it would not increase
debt capacity and the yellow coding reflects as a County entity, regardless of the governance structure, that
does not address the debt capacity. Change the structure and on day one, nothing effectively has changed from
a debt capacity standpoint.
Mr. Kahn reviewed slide 9 stating it is intended as a recap of prior conversations. Discussions were
about the current structure, key strategies other organizations around the country are deploying to address
the challenges in the healthcare market, barriers and limitations, and the potential options for restructuring to
SystemCo, a hospital authority, and a private nonprofit. Discussions were also held on governance best
practices such as the ability to have more of a voice in the matrix that is used to build out the governing board.
For example, if the hospital were able to have more of a say in the appointments to the governing board, its
ability to strategically address some needs from a skillset standpoint, if nothing else, would be achieved.
Different partnership models were reviewed and it was noted how the proposals could range on the spectrum
as it relates to the impact of those models on governance, from just straightforward service line arrangements
that would have little, if any, impact on the hospital's governance model all the way to a full merger or sale.
There are some options in between like joint ventures or joint operating companies that have a number of
different iterations and different forms they could take, each of which have varying impacts on the governance
model. There is going to be an opportunity of potentially identifying some different pieces that could be pulled
and mixed and matched so that one wouldn't necessarily have to apply a proposal into the current structure.
This is something that the group should be thinking of as the proposals come in.
Mr. Kahn reviewed slide 10 stating it reflects some of the key takeaways heard by the support team.
They are not trying to dictate them to the group as the key performance elements. The goal was to validate
with the members that the support staff heard the feedback, the dialogue, and discussion last week as they
started to build out the process and provide a matrix by which the group might use to evaluate the proposals
at a high level. The take away was that there was some recognition and acknowledgement that local control is
important and the degree to which local control is impacted by the proposals will be one of the key things
focused on, and that flexibility and the legal structure are also important. There also seemed to be a consensus
of the group that pursuing, by partnership or independently, a model that helps to elevate the hospital's ability
to implement best practices from a governance and operational standpoint is important as well and the
appointment process for the board so it goes hand in hand with that best practice governance model. In
response to questions, Mr. Kahn confirmed that one of the purposes of having the Navigant and Ponder &
Company teams involved in the process is to provide assistance in looking at responses as they relate to the
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FEBRUARY 6, 2020 MEETING PAGE 4
financial opportunities to understand how the respondents are handling things such as operational cash flow
and access to capital.
Additional discussion was held about slide 8 and how if the discussion is about the independent
standalone part of the process for the next few meetings and seeing that of the three options, one has three
or four green boxes, which is more than any of the other options, why would that not be hands down the
preferred recommendation, should it be decided to stay independent, and how does that decision look on the
matrix or how does the matrix change based on the different types of responses that will be seen. Mr. Kahn
explained that it is not just because it is color coded, which is more art than science. Discussion was held about
splitting diagonally or horizontally some of the boxes to have them be multi -colored, yellow and green. While
effort was made to simplify it a bit, arguments could be made that a number of the boxes could be changed
from yellow to green or green to yellow, depending on the perspectives. There is also the practical reality of
the current structure and the investment that the County has in the current structure politically, if not
financially, and how the priorities and incentives are aligned of the County, the hospital, the constituents, the
patients, and the doctors to identify the model where everyone is comfortable with the outcome and while
from a governance standpoint alone in a vacuum, this would appear a pretty easy decision. There are other
dynamics in play that have to be acknowledged and a way of dealing with them has to be found. Once the
responses are in and it can be seen what the opportunities look like, he thinks that is when the group will be
in a better position to say if it could take the best from all worlds, it could have "x" partnership opportunity
coupled with "x" governance structure and get a win-win. He thinks it is prudent to wait to see the proposals
first. A structural change likely would seem to be a reasonable outcome of this whole process and what that
change looks like, obviously that would be deferred to the PAG.
Member Thompson stated this is very complex and the NHRMC BOT Board of Trustees has been trying
to get a grasp of this and some of the things being discussed have been discussed for a long time. After the last
PAG meeting, he probably had the most feedback he has received yet and one repeated question was why are
these things just being thought about now. He stated that for the record he wanted to read three sentences
from a set of NHRMC BOT 1984 minutes to put into perspective what it says is the second major area regarding
the accomplishment of goal one (maintain excellence) being corporate structure: "The hospital's existing
corporate structure will not adequately meet the needs of the hospital's diversified future. Organizational
flexibility will be required to successfully manage the hospital's product line in the developing healthcare
industry environment of increased regulation, reduced levels of reimbursement, and increasing competition.
New Hanover Memorial Hospital must, therefore, develop a multi -corporate structure which shields
unregulated activities from the regulation aimed at inpatient services. The organizational structure must take
advantage of not-for-profit status when possible, but use for-profit vehicles where it is to the benefit of the
organization." He reiterated these statements are from the NHRMC BOT 1984 minutes. Member Coudriet
thanked Member Thompson for providing the information because this is what he and Member Gizdic have
been saying. This has been not discovered in the last 12 months and has been a discussion between
commissioners and boards of trustees for a long time.
A brief discussion was held about utilizing the color coding to help work through the process and how
the process needs to continue as there are more issues of the hospital than just governance. To the question
of if the PAG is exploring avenues to remain independent or is the PAG proving that independence is not a
viable future, Co -Chair Broadhurst stated he would say it depends on what the data shows. Vice Co -Chair
Cameron stated he would say what is the definition of independence, because one of the things could be done
and still remain independent because you have not gone out and done anything with anybody else. The
structure has been changed, maybe how the boards are appointed has been changed, but it's still independent.
Again, he would say what is the definition of independence in that context.
A brief discussion was held about ranking the key performance elements (KPEs) to try to bring some
degree of objectivity to the process and might be helpful to the group. Member Gizdic explained how during
each of these meetings the goal is to capture the KPEs and then during the March 5t" meeting review all of the
KPEs in the form of are there enough or too many, and then decide if there is a need to rank them or given
where they are at, is it appropriate. As to slide 8, he would argue there is a difference between preserving local
representation and preserving local control based on what was heard last week. Governance is one thing,
mainly the appointment process, the structure, and then the nature of the structure would give the control
point. Mr. Kahn stated three of out 12 is representation, but it is not controlled. Member Hall stated as it relates
to the minutes from 1984, that is good information to have from a historical perspective. Going forward, there
is a need to make sure that the PAG thinks about why that did not change, all the foreshadowing, it is still a
problem, and how can it potentially be fixed. It was known it was going to be an issue back in 1984 and it is
even more of an issue now. It is a cautionary tale that this group really needs to make sure that the governance
does change, how it changes, and how to capitalize on the County Commissioners generally opening the door
for that to change based on their comments during the January meeting. Member Campbell stated he agrees
with earlier points that the group is in the process and the process needs to continue because there is much
more to consider.
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FEBRUARY 6, 2020 MEETING PAGE 5
NHRMC STRATEGIC DIRECTION (SLIDES 12-17)
Member Gizdic stated the rest of the meeting will focus on NHRMC's key strategic needs and he will
provide a review of information from the second meeting to recap the organizational strategy and how the
strategic plan was reached. He reviewed slide 12 of NHRMC's mission, vision, and values noting that it reflects
this is not that NHRMC wants to be a good health system or to be an average community. This is saying that
NHRMC wants to be the best health system in the country and by doing that and focusing not just on sick care,
but the health of our community, it will actually create a thriving community that is a national model of
achieving excellence for all. To do that, NHRMC's teammates and providers said there has to be a commitment
to four things: 1) fostering a culture of transformation through empowerment, innovation, and inclusivity; 2)
delivering exceptional quality, affordability, and personalized experiences throughout the entire wellness
continuum; 3) advancing health and vitality for all through a community model of collaboration; and 4)
cultivating a diverse and extraordinary workforce. All of the components will be necessary to achieve that vision
to live that mission.
Member Gizdic reviewed slide 13 on NHRMC's strategic plan reiterating it was part of the second PAG
meeting. The strategic plan was developed by a task force made up of physicians from the medical staff, BOT
members, and leadership throughout the organization. NHRMC also collaborated with the County, the Health
Department, and other organizations to not just take an organizational view, but to look across the community
and the needs that all are dealing with. It aligns directly with the goals and objectives that the PAG adopted to
drive this process, which really fleshed out and drove the RFP. In the bottom right hand corner of the slide,
part of that strategic plan when developed a few years ago was governance and focusing on creating a lasting
structure to guide the system. This has been part of NHRMC's strategic plan and part of the conversation for
some time now.
In regard to slide 14 and in looking at the NHRMC organization in the community, the growth in the
community has been discussed as well as how the health system is growing to meet the needs of the growing
community. It can be seen in the past eight years how the population in just the tri -county area has outstripped
that of the state almost two to one. The area is growing almost twice as fast as the state and it can be seen
that the largest part of the population that is growing are those 65+, who also happen to be the highest utilizers
of health care services. Over the next decade, that population is projected to increase by 50% and double in
the next 15 to 20 years which will lead to increases in demand for healthcare services. The recent projections
show, based on what the population growth is here in this market, there are going to be additional needs in
our community with an almost 25% growth in inpatient services over where we are today, almost a 50% growth
in outpatient services, and over a 50% growth in emergency department services.
In reviewing slide 15, Member Gizdic stated to put the same information into a different context, it is
about a 25% to 50+% growth in services that are already at maximum capacity and the list reflects every floor
in NHRMC's bed tower. As shown, most floors run 90 to 95% occupancy on a daily basis. The state average is
67%. NHRMC is at capacity now. In talking about growing to meet the community's needs, the fact that patients
have to be held in the emergency department today, none of us want that for ourselves or our loved ones, and
it should not be wanted for anybody in our community. NHRMC needs to grow just to meet and stay current
with the growth in the community, let alone exceed the expectations. At the same time, those patients are
much sicker. Providers in this room, if asked, will tell you what a 10% increase in NHRMC 's case mix index,
which is a majority of it being acuity, looks like. There are a lot of very sick patients in our region that we need
to continue to serve, not just from a sick care perspective, but also how do we keep them out of the hospital.
These numbers, 95% occupancy, are despite the fact that in the last three years through NHRMC's Medicare
Shared Savings Program, there has been a reduction in the inpatient admission rate in this region by 14%.
Progress is being made and great work is being done in trying to improve the health of the community, but at
the same time, the population and the sickness in the population continues to grow faster than NHRMC can
change that. He then reviewed the average day at NHRMC in totals and costs, noting that it is all done with
zero taxpayer dollars.
In response to questions, Member Gizdic stated the number of people in beds in the hallways of
NHRMC are in the dozens. For example, last Tuesday there were 82 patients holding in the emergency
department on stretchers in hallways. That's not acceptable and it should not be acceptable for any of us or
anybody in the community. NHRMC needs to grow and it is because there are no more beds available. The
population is growing faster and sicker and NHRMC needs to address those needs. It is not about just NHRMC,
it is about our community and southeastern North Carolina.
Member Gizdic reviewed slide 17 noting it is the latest information from the Healthy North Carolina
2030 study. With the exception of the point that North Carolina ranks 36 out of 50 states, which is the 2019
number that was just released, the 2018 Healthy North Carolina 2030 study had NHRMC ranked at 33rd. The
state got worse in overall health in the past year. In looking at southeastern North Carolina, the slide shows all
seven counties that NHRMC serves and their respective health rankings from one to 100 counties. Two
takeaways from the graph is the variability in the seven county area and that the average health status ranks
us at about 55th out of 100 counties. Southeastern NC is in the bottom half from a health status perspective of
a state that is in the bottom half of the country. That puts the region in the bottom quartile nationally for health
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FEBRUARY 6, 2020 MEETING PAGE 6
status. It is driven by the bottom graph, which illustrates the health factors driving those rankings. The
socioeconomic and behavioral factors, lack of access to preventative care, environmental factors, social
determinants of health, things like food, and housing, where again, we essentially see tremendous variability
and on average rank about 54th or 55th out of 100 counties in the state of North Carolina as a region. In
thinking about strategic needs, the discussion is about NHRMC, but the conversation is also about so much
more. This is about our community and the health status of the region we also serve and live in. We should
want better for ourselves, for our community, and our children if we want them to stay here in southeastern
North Carolina. NHRMC is strong. We're trying to position it for generations to come. However, the end goal is
not just NHRMC, the end goal is to improve the health of our region.
In response to questions about breaking down the health status in looking at the differences between
rural and urban areas in terms of how it looks, Member Gizdic stated it can be seen in the numbers alone. For
example, Columbus and Bladen counties are two of the bottom 10 rated counties at 93rd and 94th for having
the worst health status in the state. The rural counties surrounding New Hanover County (NHC) fall typically
below 50%, not number 50 in the state. What is interesting is that NHC ranks 191h. In looking at the breakdown
of being ranked 19th, there are tremendous disparities in the populations within NHC alone. As has been
previously discussed, it is not being said NHC or NHRMC should solve all of this for every county, but we should
have a seat at the table and have an impact in the health status of this region. The focus is not just on sick care;
that needs to be done plus working with community partners to improve the overall health of the entire region.
He reiterated that more than 50% of NHRMC's patients come from outside of NHC.
DISCUSSION OF NHRMC STRATEGIC NEEDS (SLIDES 19-40)
Mr. Burik reviewed slide 19 stating that the goal of this portion of the meeting is for everyone to have
a fuller understanding of what's been asked for and how will the group know if it has it in the responses. Some
of the asks are very operational (i.e. management of a physician group) and some of the asks are about health
equity and population health. There are things that are in NHRMC's mission statement, but not necessarily in
its current capabilities. Some of these things are all about growth, you're blessed with the opportunity for
growth that requires investments of human capital and financial capital. NHRMC has become a health system
serving a region of seven counties. Many of the historic resources in those counties have not fared as well as
NHRMC, which is why so many patients in NHRMC are from surrounding counties.
In review of slide 20, Mr. Burik stated what is shown is a structure of how to work through each of the
strategic needs, and then how his team worked with the NHRMC management team to start to place each one
of them on a continuum of complexity and a continuum of financial impact. The organization has a lot of the
pieces in place and some of the items are only moderately complex. Work on some items will be finished in 12
months or 18 months, while others, for example it may be a brand new business, are highly complex and will
take a long time to handle and there will be an infusion of outside expertise to get there. On the financial side,
some require a high capital investment that is going to bring with it additional operating expense and will also
bring a financial risk associated with it. While others will be a much more limited financial demand, moderate
capital, not a big impact on expenses, and not particularly risky but more incremental. This same structure is
going to be applied to each of the needs and each one has an associated case study.
In review of slide 20, Mr. Burik stated a major part of the need is the expansion and reconfiguration of
acute care facilities. NHRMC is full, the community has not stopped growing, and the growth of the community
has a lot of seniors who use the hospital more. There is a strategic need for acute care. It is important to note
that this is probably not the situation in the average hospital in the average community. It is a relatively unique
circumstance here. Where the additional beds are put becomes very important. The implementation
complexity is high because building the hospital and adding acute capacity is challenging, but it is not all the
way to the end of the continuum, because a lot of people on Member Gizdic's team have built a lot of capacity.
By nature, it is pretty complex, however, the financial elements of it have huge dollars associated with it.
In review of slide 21, Mr. Burik stated the current plan has a large conversation around ambulatory
and in fact the opportunity, if not the need, for the ambulatory footprint to grow is a reflection, not just of the
population growth, but also of the geographic growth of that population, as well as the recognition of being a
seven county service area. NHRMC is not simply an acute care provider, it has home care, physicians, and other
items that should be located closer to the population. This translates into a large need to implement
ambulatory services. Like inpatient, it is of its own nature complicated. The implementation complexity does
not go all the way to the end of the line. Similarly, outpatient is also expensive just because of the order of the
magnitude and breadth of the ambulatory need for the community. On an industry trend note, long after the
board conversation in 1984 referenced by Member Thompson, back then most hospitals in the United States
were 70% inpatient revenue and 30% outpatient. Today, the national numbers are closer to 50-50 and clearly
tipping into being more outpatient which of course requires facilities that, generally speaking, should not be
next to the hospital. They should be distributed to get a larger real estate footprint and are run differently. In
summary, it is pretty complex and very expensive.
Mr. Burik stated in review of slide 22 regarding evidenced -based protocols, there is a lot of discussion
about clinical variation and healthcare today. For example, if a patient presents themselves in one physician's
PARTNERSHIP ADVISORY GROUP
FEBRUARY 6, 2020 MEETING PAGE 7
office, will they get treated the same way if they presented in another physician's office; will the same happen
in two different cities. The answer is yes, as there is an incredible amount of variation in care across the country,
and even within the medical staff. This is not a new topic. There has been much effort to try to understand and
develop evidence -based protocols that could become the system standards to get compliance around best
practices. He is sure NHRMC is doing of this type work today. He reviewed the industry example of what
occurred in a Memphis hospital to develop a uniform process noting that in many cases, evidence -based
protocols represent some very real and material changes. The hospital management team felt that this was
pretty complex, although it has some practice with it. It is not going to cost $10 billion and in fact, a lot of the
protocols are in the "public domain". However, there will be costs to integrate them into how NHRMC does
business and is tempered because it would be expected that the finances would improve by developing them.
At the request of Mr. Burik, Member Shakar provided a brief overview of evidence -based protocols/practices
that he and his colleagues have implemented at the hospital and have proven to save money. In response to
questions, Member Shakar would consider it complex work, but when the physicians see the results and that
the patients are happy, they are quick to change.
In review of slide 24, Mr. Burik explained the idea behind care coordination across the continuum and
how the different sites of care are increasingly referenced today as the continuum of care. Increasingly in trying
to keep people healthy, in trying to deliver value, the tracking of people across that continuum begins. Care
coordination means that the people contacting patients in their home are talking to the folks in the physician
office who are in the loop if a person has to go to the hospital, who are talking to folks at the nursing home or
the rehab place, or back to home care on the post -acute side. Everyone would like to think that level of
coordination was always present, but it hasn't been. There is movement in the industry for more to be done
post -acute, more to be done at home, and more to be done outpatient. For NHRMC, that represents a pretty
large, complex implementation issue, particularly since its mission includes equity and health, that continuum
gets longer and has more weight on it. It has not really been the traditional purview. There is a discharge
planning office, but not a post -acute partnership office in NHRMC. How post -acute institutions are run and
who goes to them is very different today than when they might have started out. They are not so much about
convalescence any longer, but rather about recovery and how you communicate with physicians and the health
system becomes very difficult. The complexity of care coordination across the continuum is very real.
Member Thompson noted that with all the topics being discussed today, he thinks continuum of care
could be the more critical strategic need. It may be safe to say that an organization that is at 90 to 95% capacity
and has higher acuity patients is having to move them possibly "x" days sooner than they would have five and
10 years ago. Also what used to be convalescence or more acute care, even at-home patients, home health
care, the acuity is higher through the entire spectrum and 30 and 90 -day readmission rates are affected. In
thinking about it, this controls all the aspects and it is great if there was great, direct information on women's
health, etc. However, that is only one piece and if only that piece does not work through the continuum, then
the whole thing falls apart. Mr. Burik stated there is every incentive to work very hard to get the patients into
post -acute, high quality, lower cost facilities. The owner operators of post -acute facilities do not always see it
that way and that is where the dialogue begins. Discussion was held about how it goes further and how new
models of care have to be entertained in this process. Mr. Burik stated to Member Thompson's point, there is
a desire to want to have an organization that is good at this, but it will be found that they probably have a
different model of care for those type of patients who benefit the most from this.
In review of slide 25, Mr. Burik stated the accountable care organizations (ACO) and health plans are
two ways to overcome the gap being discussed. If one is waiting for a fee-for-service payer to pay for new
models of care, it can be a long wait. However, if one is organized in an ACO and participating in a health plan,
there is the opportunity to work on this. It is very complex and requires a lot of money because the models are
being changed, it will take time, the change has to be financed, and two operations are running at the same
time because of not wanting any patients harmed in the process while something new is being learned. He
reviewed the industry example of Henry Ford Health signing a direct contract with General Motors. Henry Ford
founded a hospital that is not part of Ford Motor Company, continues to be supported by the family, and is a
very innovative and popular health place. They broke 100 years of Detroit tradition and signed a direct contract
to provide care for General Motors (GM) and GM thought that was the most cost effective high quality
opportunity for their people. It also allowed Ford to pay their physicians and network in a new model, which
supported GM's goals. All the potential vendors for this RFP are being asked for their best thinking, best
demonstrated practices on accomplishing this in the communities that they serve. Member Gizdic provided an
example of how NHRMC has tried to do this with its Medicare Shared Savings program.
Mr. Burik reviewed slide 26 on an integrated regional health system and how in the earlier
presentation there was a lot of discussion about the limits of this region and some discussion about what
NHRMC can merge with. The industry example shown on the slide is a relatively new organization in terms of
its growth. He thinks in looking at the respondents coming forward what will be found is that they almost all
have a broader geographic spread and have more economic interest along the continuum than NHRMC does.
It is good and gives NHRMC more ability to impact care across the continuum and have the scale it needs to
drive value. It is also what will be looked for in the pursuit to become more of an integrated regional health
system. While NHRMC is integrated and regional, it is not as integrated or as regional, as most of the strong
PARTNERSHIP ADVISORY GROUP
FEBRUARY 6, 2020 MEETING PAGE 8
players are today. As to why it is important, Member Gizdic stated it is not a market share play. It is if NHRMC
is going to manage the health of the seven county region, it has got to be integrated into and with those
providers to improve health. Seven counties cannot be doing seven different things and expect to get
consistent results.
Mr. Burik reviewed slide 27 stating there are a lot of people who want to know how much it costs for
care and it is difficult, if not impossible, to get a straight answer. There are three organizations that rate hospital
credits: Moody's, Standard and Poor's, and Fitch Ratings. If he is reading their 2020 outlooks correctly, all three
agree that through regulation, price transparency is going to be more and more required for health systems. It
is a huge lift, particularly in a politically sensitive time. He thinks it is worth remembering as to why this has
become a political issue as healthcare costs have been opaque forever and is not anything new. In his opinion,
it is probably because coinsurance or deductibles are higher than ever, people are having to pay a higher and
higher portion of the bill, and he does not think it is going away. A brief discussion was held about what price
transparency would look like to people and the various of issues that might arise that are not part of the price
list still effecting the total cost of a service. Mr. Burik stated he thinks the move is an intent to get consumers
to be price sensitive and to move market share to lower cost places.
Mr. Burik reviewed slide 28 concerning the full-scale health equity program and how it is driven from
NHRMC's mission. He reviewed the industry example of there being an award for equity of care. It shows there
is enough of a movement to try to go beyond the four walls of any institution of really trying to bend the
demand curve so that people who do not use health systems as much, or there's a broader definition of health,
and they're keeping healthy. He thinks what will be found in this process is a very rich response on what
organizations are doing even though they probably have not solved the problem.
In review of slides 29 and 30 on avoiding staff shortages and developing and recruiting talent and
expertise, Mr. Burik stated it has been referenced in earlier meetings how difficult it is to keep enough
caregivers recruited and retained in a place where one works hard. In review of the industry example, it is
shown how efforts have been made to formalize health care profession opportunities with high school,
undergraduate, and graduate students. There is an expectation that the respondents have made investments
in these areas and should be something the group can learn from in the process. At the request of Mr. Burik,
Member Gizdic provided an overview of the growth in the number of hospital employees over the past 15
years and what will be needed in the coming years to hire and retain more employees to meet the growing
demand of consumers. Mr. Burik noted that while the complexity is not high, and although the dollars to do it
are not as high as building a new hospital, this is where NHRMC needs a lot of help.
In review of slide 31 on provider needs, Mr. Burik stated it is largely focused around physicians. In
looking at community needs, there'll be a need for 20 new primary care physicians, 30 medical specialists, 15
more surgical specialists, and 20 pediatric specialists. These are not easy needs to fill. How a physician runs his
or her practice is also changing so the term on the page that he thinks resonated with a few people is resiliency.
For example, a new model of care that has arisen in recent years are hospitalists. He provided an overview of
how a similar thing is currently happening in primary care. While it is easy to see the page by the numbers that
there will be a need for more physicians, it is also important to recognize this is a material change for many
physicians and the hospital. A brief discussion was held about the industry example and physician burnout.
Mr. Burik reviewed the information on slide 32 about partnerships for highly -specialized services. In
reviewing the industry standard, he noted that he believes more of this type of partnership will be seen.
Member Gizdic stated even though there are citizens who need specialty services, this area does not have the
population to support the number of providers needed to deliver certain specialty care services. The question
then becomes how do we create a seamless smooth process of access (i.e. a fast pass) to those highly
specialized services for the continuum of care.
In review of slide 33 on engaging independent providers, Mr. Burik stated it is an assumption here that
is part of who NHRMC is and how it engages independent providers. Not every organization is committed to
that.
In review of slide 34 on consumer -friendly technology, Mr. Burik stated it is critical here. He reviewed
the industry example on Intermountain Healthcare.
In review of slides 35 and 36 on telemedicine adoption and utilizing technology platforms, Mr. Burik
reviewed an industry example of how Mercy Health is utilizing telemedicine and technology platforms to
provide sophisticated care to communities that otherwise would not have it in Arkansas, Missouri, and
Oklahoma.
In review of slide 37 on the sum of strategic needs, Mr. Burik commented on what has been covered
and his hope is that the logic and the template on the financial and implementation complexity helps the PAG.
Based on today's discussions, he thinks a couple more needs might be moved to make them more complex. In
heading toward evaluating specific proposals, the thought was this discussion and the group's ability to slide
PARTNERSHIP ADVISORY GROUP
FEBRUARY 6, 2020 MEETING PAGE 9
these left to right based on conversation would be very important to being able to determine if a proposal was
right for the group or not. Member Gizdic stated he thinks the key takeaway is the sentence at the top of the
slide. While individually one or two of the initiatives can be worked on, it is basically the requirement that all
these need to happen. Also, all of the initiatives need to happen in the next few years if NHRMC is going to not
only meet the demands of our community, but continue to be a successful healthcare system. In looking at the
complexity and financial demand of all combined, it really creates a scenario that will be very difficult to pull
off, especially at the pace that is going to be required. At the group's request, Member Gizdic and his team will
provide an overview of where NHRMC stands on each strategic need.
In review of slides 38 — 40, Mr. Burik stated efforts were made to track everything back to the goals
and objectives. He reviewed how each strategic need is tied to a goal and associated objectives.
MEETING FLOW AND NEXT STEPS (SLIDE 42)
Co -Chair Biehner reviewed slide 42 noting what has been covered in meetings seven and eight and
what will be covered in meetings nine and ten. Based on the large amount of information covered during the
meeting, Co -Chair Broadhurst asked members to work back through it as part of the homework and send
questions, comments, etc. about it to the staff liaison Tim Buckland so the group will be prepared to have an
efficient discussion at the next meeting. Member Gizdic suggested holding off on the prioritization of KPEs until
meeting 10 after the group has all the KPEs from governance, strategic needs, and the financial portion.
Member Campbell stated he will not be able to attend the February 201h meeting in person, but will
try to call in. By nature, he is very cautious and concerned about any talk about selling our hospital. However,
the information on slides 14 through 16 surprised him, even though he had heard some of the information
before, it was the way it was presented. While discussion has occurred about how healthy or how financially
stable NHRMC is, and that's true, the support staff is doing a good job of giving the PAG greater detail. He
thought $700 million was a lot of money, but that only gives 241 days of capital, when it should be 320 and he
also thought NHRMC was doing good with being at 95% capacity after reducing it 14%. He really wants to say
he thinks it is a good thing that the decision was made to take a look at this. He does not know what the PAG
is going to do, but he thinks the group is doing the right thing by looking because there are things on the
horizon. He knows that the media covers much and hopes they take a look at slides 14 through 16 because it
gives a layman's view of the picture. Again, he appreciates the high level that everybody is working at on this
board.
CLOSING REMARKS AND ADJOURNMENT
There being no further business, Co -Chair Biehner adjourned the meeting at 7:50 p.m.
Respectfully submitted,
/Kymberleigh G. Crowell/
Kymberleigh G. Crowell
Clerk to the Board
Please note the above minutes are not a verbatim record of the Partnership Advisory Group meeting. Meeting
materials associated with this meeting are included as attachments to these minutes for reference.
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