NEHEN Governance. November NEHEN and Computer Sciences Corporation.

Transcription

1 NEHEN Governance November NEHEN and Computer Sciences Corporation. 1

2 Contents Governance Organization Board of Directors Outsourced Services Bylaws NEHEN and Computer Sciences Corporation. 2

3 Background The New England Healthcare Exchange Network Inc. (NEHEN) is a consortium of regional payers, providers and other organizations that has designed and implemented a secure and innovative health information exchange with the intent of reducing costs and improving the quality, safety, and efficiency of patient care. Originally formed as the New England Healthcare EDI Network LLC to accelerate compliance with the transaction and code set provisions of the federal Health Insurance Portability Accountability Act (HIPAA), NEHEN merged with the separately formed MA-SHARE clinical health information exchange in July 2009 and reincorporated as a not-for-profit Delaware corporation under its current name. Since 1998, NEHEN technology has changed the way healthcare is delivered and reimbursed in nearly 200 member organizations and subscribers, consisting of over 55 hospitals, 8 health insurance plans, and tens of thousands of practitioners NEHEN and Computer Sciences Corporation. 3

4 Organization NEHEN participation is open to all payers, providers their agents/vendors and public health agencies. Only payers and providers may become Members. All other participants are classified as Subscribers or Contract Affiliates. Only members are qualified to be elected to serve on the Board of Directors. A 14-member Board of Directors is made up of elected payer and provider representatives and appointed public interest organizations. The NEHEN organization in total consists of membership, governance and outsourced services. NEHEN LL Board of Directors Members (providers & payers) Contract Affiliates (public health & vendor organizations) Outsourced Services (Program Management, Accounting & Legal Services) NEHEN and Computer Sciences Corporation. 4

5 Participants by Line of Service Organizational Counts Organization Type Administrative DirectConnect 1 Administrative Portal 2 Clinical and E-Prescribing 1 Unique Totals Hospital or health system Large physician practices Solo and group physician practices Health center Ancillary care delivery Billing service Clearinghouse or aggregator Commercial payer Municipal public health agency 1 1 Commonwealth of MA EOHHS Y Y Y 2 TOTALS Actual member count is less based on ownership (multiple hospitals, integrated delivery networks, etc.) 2 Subscribers as of November NEHEN and Computer Sciences Corporation. 5

6 Board of Directors as of November 2010 Organization Representative Title Board Class / Type 3 Atrius Health Tom Congoran CFO A Physician Group Dan Moriarity CIO BCBS of Massachusetts Bill Fandrich SVP & Chief Information Officer A Payer CareGroup, Inc. John Halamka, NEHEN Chair; CIO, CareGroup;CIO, A At-large (IDN) MD Harvard Medical School Children's Hospital, Boston David Kirshner CFO A Hospital Dan Nigrin, MD Senior VP for Information Services & CIO Exeter Group, Inc. Louis Gutierrez Principal B Public interest Harvard Pilgrim Health Care Natalie Director, Technology Operations and A Payer Cunningham Programs Lahey Clinic Tim O Connor EVP, CFO, Treasurer A At-large (IDN) Lifespan Peter D Agostino Application Systems Manager A At-large (IDN) Mass Health Data Consortium Ray Campbell Executive Director & CEO B Public interest Mass. Business Roundtable J.D. Chesloff Deputy Director B Public interest Neighborhood Health Plan Marilyn Daly CIO A At-large (Payer) Partners HealthCare Rich Silveria NEHEN Treasurer; Corporate Director of Revenue Finance, Partners A IDN John Stone Pat Rubalcaba Cindy Spurr NEHEN President; Corporate Director, Finance and Administrative Systems, Partners Corporate Manager, Information Systems Corporate Director, Clinical Systems Southcoast Health System Ron LaFleur VP/HRS A At-large (IDN) Tufts Health Plan Joe Imbimbo VP of Technology Operations A Payer 3 Class A board is representative, and voted by members. Class B board members are appointed by Mass. Health Data Consortium in the public interest in recognition of their founding, ownership and leadership role in MA-SHARE NEHEN and Computer Sciences Corporation. 6

7 Officers, Roles & Responsibility Role / Officer Chairman John Halamka President John Stone Treasurer Rich Silveria Secretary Sira Cormier, CSC Assistant Secretary Dave Szabo, Edwards Angell Palmer & Dodge Responsibility (excerpt from NEHEN Bylaws) The Chairman of the Board, if any, shall have such duties and powers as shall be designated from time to time by the Board of Directors. Unless the Board of Directors otherwise specifies, the Chairman of the Board shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the Board of Directors. The President shall be the chief executive officer and shall have direct charge of all business operations of the Corporation and, subject to the control of the Directors, shall have general charge and supervision of the business of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and shall disburse the funds of the Corporation as shall be ordered by the Board of Directors. The Secretary shall issue notices of all meetings of Members, of the Board of Directors and of committees He or she shall record the proceedings of the meetings of the Members and of the Board of Directors. He or she shall also record the proceedings of the committees of the Board of Directors unless such committees appoint their own respective secretaries. He or she shall sign such instruments as require his or her signature. The Secretary shall have custody of the corporate seal and shall affix and attest such seal on all documents whose execution under seal is duly authorized. In the absence or disability of the Secretary, his or her powers and duties shall be performed by the Assistant Secretary, if only one, or, if more than one, by the one designated for the purpose by the Board of Directors. Each Assistant Secretary shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate NEHEN and Computer Sciences Corporation. 7

8 Expanded 2010 Governance Structure Advisory Groups Board focuses on issues of business strategy, membership, public sector engagement, pricing and funding, etc. including direction and management of the shared infrastructure Board members represent a balance of administrative, clinical backgrounds as well as a IT, Finance and Operations Each Advisory Group is co-chaired by individuals from member organizations and facilitated by CSC Organization Advisory Group NEHEN Board of Directors CSC PMO Business Advisory Group example Grant Funding Task Force Technical Advisory Group Ad-hoc Task Force groups may be formed by the Board to address unique situations Task Force Groups may have decision making role relative to their purpose or mission (example: NEHEN application for MeHI requests) Legend = Established by bylaw or contract = Standing = Ad hoc = New Responsibilities Review Contracting Business matters Develop recommendations on membership growth Workgroups Policy (e.g. privacy, data use, etc) Responsibilities Develop recommendations for use cases and release priorities Workgroups 5010 Quality Public Health Clinical summary Business User Responsibilities Develop recommendations for technical architecture for new development and performance improvement Workgroups Service Levels Technical Users Ad hoc Workgroups will be formed as needed to address various responsibility items NEHEN and Computer Sciences Corporation. 8

9 Outsourced Services NEHEN s outsourced services include program management, legal services and accounting services. Outsourced service providers are excluded from becoming voting members of of NEHEN Inc. Computer Science Corporation s (CSC) role as the common Program Manager is one of coordinator and facilitator for NEHEN. Program Manager provides support and guidance to Managers in carrying-out and implementing NEHEN s goals and priorities. Edwards Angell Palmer & Dodge LLP provide legal support for NEHEN on matters concerning incorporation, contract, etc. O Conner & Drew. provides accounting services such as preparation of tax returns, financial statements and audit services NEHEN and Computer Sciences Corporation. 9

10 Bylaws NEHEN and Computer Sciences Corporation. 10

11 Mission Statement The New England Healthcare Exchange Network, Inc. (NEHEN) promotes the interoperability of health information technology, electronic health records, and clinical and administrative health information exchange across organizational boundaries in the New England health care community. NEHEN's efforts are directed at improving patient safety, satisfaction and the overall patient experience; simplifying the complexity of health care operations; removing barriers to automation though greater use of information technology; and reducing overall costs for all participants. NEHEN shares best practices with all interested parties and provides innovative process and technical solutions to make information available wherever it is needed to treat patients safely and to help the community operate at a world-class level of efficiency and value. NEHEN emphasizes collaboration, a federated model, standards-based information exchange and protection of patients rights to confidentiality and control over their health records NEHEN and Computer Sciences Corporation. 11

12 Bylaws on Board of Directors Structure Elected / Appointed Requirement Term Class A 11 seats Payer & provider members Elected by Class A members Nominations to be solicited from members Nominations require ¾ vote of approval from Directors and majority vote of approval from members Individuals from 3 Payers 1 Integrated Delivery System 1 Community Hospital 1 Physician Group 5 At-large members 3-years staggered terms Must be organized in three groups, each group must include a payer director Unlimited re-election Class B 3 seats MHDC is the sole Class B member Appointed by Class B member (MHDC) MHDC can always appoint themselves Individuals who are suited by experience and background to help the corporation advance its purpose 3-years Initial nominations will have staggering terms Unlimited reappointment NEHEN and Computer Sciences Corporation. 12

13 Director Elections Tentative groups, still need to be confirmed by Board of Directors Group A1 slate would be sent to members for ratification Example Class A Thru 3/2011* Thru 3/2012 Thru 3/2013 Group A1 Group A2 Group A3 11 seats HPHC (payer) BCBSMA (payer) NHP (payer) Lifespan Lahey Clinic Atrius Health Children s Hospital Partners HealthCare CareGroup Southcoast THP (at-large) Class B Group B1 Group B2 Group B3 3 seats Louis Gutierrez, Group, Inc. Exeter JD Chesloff, Mass. Business Roundtable Ray Campbell, MHDC (assuming MHDC will always continue on Board) * Term is through Annual Meeting date, which is typically scheduled for February or March NEHEN and Computer Sciences Corporation. 13

14 Bylaws on Corporate Officers Chairman of the Board Election / Term Elected annually by Board of Directors Requirement Must be a Board Member (If appointed) President Treasurer Secretary and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers Elected annually by Board of Directors Not required to be a Board Member Two or more offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President NEHEN and Computer Sciences Corporation. 14

15 Bylaws summary on Powers of Members & Directors Powers Reserved to Members Any merger, consolidation or other business combination transaction involving the Corporation; Any sale, transfer, master lease or other disposition of all or any substantial portion of the Corporation s assets; Any change, or proposed change, in the tax status of the Corporation; or Any amendment, or proposed amendment, to these Bylaws or the Certificate of Incorporation of the Corporation, provided that any amendment that would diminish the rights of the Class B Member also shall require the written concurrence of the Class B Member. Directors Powers The Board of Directors shall have the entire charge, control and management of the Corporation and its property and may exercise all or any of its powers NEHEN and Computer Sciences Corporation. 15