CHP Corporate and Governance Restructuring

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1 CHP Corporate and Governance Restructuring Board Governance & Reorganization Design Principles Oversight at the appropriate level Eliminate redundancy Support quicker implementations Focus on fulfilling the Mission Ensure robust dialogue of issues Time for strategic analysis Representation from religious Sponsors, Corporate and Regional Market leadership Delineation and delegation of duties to Board s at CHP and regional market level for focused accountability 2 1

2 Three Modes of Effective Governance Fiduciary The central purpose of Board service and includes areas of oversight and inquiry Strategic Scanning internal and external environments and monitoring performance against set standards Generative A cognitive process of deciding what to pay attention to, what it means, and what to do about it 3 Clearly Defined Accountabilities Market Board Market Development Clinical Integration Healthcare Delivery CHP Board System Strategy Objectives Back Office Operations 4 2

3 CHP Board/s Fiduciary Oversight Mission and Catholic Social Teachings/ERDs System strategy and objectives System quality metrics, clinical protocols and patient experience Mergers, acquisitions, joint ventures over specific $ System compensation and benefits structures Compliance, Risk, Legal and regulatory functions Financial performance, investment, audit functions,990s Real estate, capital expenditures (over a specific $) and stable patrimony Insurance Plan & Products (new shared ) Back Office functions (new) as part of consolidation efforts 5 Market Board Fiduciary Oversight Compliance with Mission/Catholic Social Teachings/ERDs Mission, Mission formation Growth, revenue/expense oversight, expansion in markets Delivery networks = expanding providers Community Benefit Clinical integration models = population health Market clinical metrics, protocols,operations/programs Quality, Patient Safety and Patient Experience Implementation of CHP strategies and objectives Foundations to support these efforts 6 3

4 System Board s CHP Board s Accountabilities Minimum Audit & Corporate Responsibility Compensation & Evaluation Executive Oversight for Legal,Compliance and internal/external audit support functions, 990s Oversight for Human Resources matters Acts on behalf of CHP Board between meetings Finance & Strategy Oversight for all Financeand Strategy functions Governance & Mission Oversight of Governance, Mission and Ethics As needed 2x/Year Investment Oversight of Investments Quality & Patient Safety 7 Oversightof Quality, Patient Safety, Care Delivery Models, Population Health Analytics/Outcomes Market Board s Market Board s Executive Strategy Development Quality & Patient Safety Accountabilities Acts on behalf of the Market Board between meetings and performsduties as assigned, including oversight of Mission (Formation), Governance (nominations for Market and Board members), input on Human Resources matters, Governance and Ethics Oversight of Mission, Community Benefit, Market Growth and Revenue Enhancement, Development of Networks, Service Line Development and Joint Ventures/Partnerships Oversight ofmission, Market Quality, Patient Safety, Clinical Protocols, Care Delivery Models, Patient Experience/ Satisfaction Medical Staff Credentialing Subcommittee Minimum 2x/Year and as needed 6x/Year 8 4

5 Impact of Reorganization & Consolidation Reporting to governance shifting towards higher level, trend analysis, exception basis from standards, headline test for risk Increased need to monitor more frequently the status of historic internal controls as personnel and process change Greater emphasis on standardization of processes, policy and reporting to support efficient operations & meeting management Greater emphasis on timely and transparent communication regarding efforts and intent to provide governance with better understanding of new fiduciary duties/ oversight Personal and professional integrity of staff and leadership plays greater role in establishing trust with governance as oversight and accountability expands 9 5