Governance Models Q&A
Q: What is the role of the El Camino Healthcare District Board of Directors?
A: The role of the publicly elected El Camino Healthcare District (ECHD or District) Board of Directors is to oversee the assets of the ECHD, including El Camino Hospital. The ECHD Board is responsible for ensuring District’s mission is accomplished and for providing public oversight of District’s business affairs.
The diagram below represents the structure of ECHD.
Q: What role does the District Board have in hospital operations?
A: ECHD maintains oversight of El Camino Hospital by:
- Appointing members of El Camino Hospital board
- Approving annual budget of El Camino Hospital and District
- Approves the appointment of the El Camino Hospital CEO
- Regaining assets of El Camino Hospital at end of lease in 2039
The District owns the land (not the Hospital building) and leases the land to El Camino Hospital. The ECHD's elected Board, state laws and board policies protect the assets. ECHD has no employees and pays no salaries. The District Directors, upon a vote of the District Board, may also sit on the Hospital Board; however, it is not required that they be members of both boards.
In addition to providing oversight of El Camino Hospital, the District works to identify and address unmet community health needs through its Community Benefit Program.
Q: Do District Board Directors also sit on the El Camino Hospital Board?
A: Yes, all five District Directors have voted to appoint each other to the Hospital Board.
Q: Why is a change to the governance structure being considered?
A: In 2012, the El Camino Healthcare District (District) Board of Directors expanded the El Camino Hospital Board of Directors to include three subject matter experts. As the healthcare environment continues to change, and in order to maintain the quality of complex medical services, it has become increasingly important to expand strategically beyond District boundaries to engage the broader Silicon Valley population.
An expansion of the education, skills and relevant experience of the Hospital Board is being considered to provide for the organization’s long-term sustainability, attract and retain top talent in the Hospital executive team and deliver on the organization’s mission and vision to advance the health and well-being of our community.
Q: What are the proposed models?
A: Governance model scenarios include a Hospital Board where three or five District Directors would be seated on a Hospital Board with a total of either nine or 11 members. In each model, the El Camino Healthcare District retains its reserved rights which allow publicly elected District Board members to fulfill their fiduciary duties.
Q: How does changing the structure change the Hospital Board competencies?
A: Changing the current model to one that allows the appointment of additional subject matter experts strengthens the competency of the Hospital Board by broadening the knowledge base and helps to ensure El Camino Hospital continues to be at the forefront of medicine and technology.
Q: El Camino Hospital seems to do well financially. Why is there a concern for long-term sustainability?
A: The organization continues to experience declines in revenue due to reimbursement changes and insurance constraints, decreased volume in some services, and consumer shifts to outpatient procedures and primary care services. As an independent, nonprofit community hospital, El Camino Hospital is one of the few remaining locally-controlled healthcare institutions.
Q: How are District Directors selected to join the Hospital Board?
A: Upon being elected to the District Board, the District Directors nominate and vote on their Hospital Board appointments.
Q: If all five District Directors are not on the Hospital Board will the District lose its oversight of the Hospital?
A: No. The District retains its reserved rights in all governance model scenarios.
Q: What needs to change about the Hospital Board’s competency composition?
A: The Hospital Board needs the requisite competencies to include clinical, technological, healthcare market and population health skills, so as to oversee the evolving complexities and to make and implement appropriate strategic changes.
Q: Will District Board structure change?
A: No. The District Board structure will not change.
Q: Can the hospital be sold if all five District Board members are not on the Hospital Board?
A: No. The District Board retains its reserved rights. A vote of the District Board is required to approve the disposition of all or substantially all of El Camino Hospital’s assets or to approve a merger or dissolution of the hospital.
Q: Will District Board member participation on Hospital Board committees change?
A: If the Board were to adopt the proposed 11 Director Model we expect District Board Members would continue to serve on Committees just as any Hospital Board member does. However, even if some District Directors do not serve as a Hospital Board Director, the Hospital Board could choose to appoint them to Hospital Board committees as a community member of the committees.
Q: Will Hospital Board and Committee meetings remain open to the public?
A: Yes, under either model.
Q: Are clinicians currently on the Hospital Board?
A: Yes. There are currently three physicians on the Hospital Board. The current Board Chair, a physician, is stepping down at the end of June and a new appointed Hospital Board member is being recruited to fill the vacancy. No other clinical disciplines, such as nursing or pharmacy, for example, are represented on the Hospital Board.
Q: How can I provide comment?
A: Comments may be submitted via mail, email, or fax. If possible, please submit comments by 5 p.m. on Wednesday, May 3, 2017. Anyone interested in attending the Special District Board meeting on May 15th and participating in the public comment portion of the agenda is encouraged to do so.
El Camino Healthcare District
2500 Grant Road
Mountain View, CA 94040
Via fax: 650-988-7862
If you have any questions about the upcoming meeting, please call 650-940-7053.