Broward Health March 2018 Board Meetings

In Broward Health, Corporate Management, Original Content, Public Records by Dan LewisLeave a Comment

Before I begin my comments about last week’s Broward Health’s meetings, I want to explain how I excerpt the  Meeting Agenda Packets.  While I am recording the meeting, I make every attempt to get copies of any and all the documents the Board or Committee is reviewing and on which they base their decisions.  I then scan all these documents specifically excluding the voluminous medical staff credentialing sections and post them as Agenda Meeting Excerpts.

My Meeting Impressions:

HR Committee meeting

The meeting began with a brief announcement that Board Chairman and my friend Rocky Rodriguez had resigned his position as a Broward Health Commissioner.  With this announcement, Vice-Chair Commissioner Ure assumed the position of acting chairman.

President/CEO contract Approval (Recommendation to the full Board)

A dust-up ensued between Broward Health Corporate Counsel who asserted that we could only see a copy of the contract under consideration at the meeting if we made a formal public records request and me.  It was a typically absurd and completely wrong legal assertion by Miss Barrett.  With only narrow exceptions, everything provided to the members of a public board for consideration at a public meeting MUST be provided to the public.  These documents are provided online as a PDF some days before the public meeting so that an informed public has the opportunity to participate in the public meeting.  Broward County does this properly.  Perhaps Lynn Barrett and BH senior staff could learn from them instead of constantly and intentionally violating Florida’s Sunshine and Open Meeting laws.

Fortunately, Commissioners Ure and Wellins resolved the issue when they provided their copies of CEO Bev Capasso’s contract to the resident Sun-Sentinel reporter and me.  I have included this draft contract in the packet excerpts below for your convenience.

Also attached as part of the HR Committee meeting is a salary comparison illustrating the fallacious argument that the million dollar contract with a base salary of $750,000 was somehow appropriate and reasonable.  Not sure how the HR Department justifies their 50-percentile calculation for this contract.  The numbers don’t add up, so what else is new?

Contract Notes:

  • 3 Year Term
  • 18 Month severance (Full Pay PLUS all benefits) if terminated without good cause
  • No severance if Capasso resigns or is terminated for cause (it is noteworthy that Capasso is currently under indictment for violations of the Sunshine Laws. Also, there is similarly an ethics investigation on her vote as a commissioner to appoint herself to the lucrative position of interim CEO.  Under normal circumstance, a conviction on either has been more than sufficient for the Governor to remove a person from office.  Moreover, with a sunshine violation – there is not only a fine but the potential for jail time.  These matters were apparently specifically excluded from the “Cause” section for immediate termination because Capasso’s contract only lists “(a) conviction … of a felony” (contract Paragraph 3.5).
  • Requires a 4-commissioner vote to terminate. Currently, with only four members on the Board, this means a unanimous vote.

I asked this question to Commissioner Klein who “negotiated” this contract; what happens if a jury finds Capasso guilty of intentionally violating the sunshine and public meeting laws for which she was indicted and what happens if the Ethics Commission finds her guilty of voting on a matter in which she materially benefits?   He properly responded to me saying, “good question, I’ll look into it.”.  We’ll see, but not holding my breath.

March 31, 2018, Human Resources Board Committee Meeting

3/31/18 BH-HR Committee Meeting Packet

Broward Health Mandatory Ethics Training

The “Corporate Integrity Agreement” (“CIA”) requires mandatory ethics training for the Board of Commissioners and senior staff.  An appropriate attendance sign-in sheet to certify attendance to the federal monitor.   It was a full house.

Caroline Klancke, an attorney for the Florida Commission on Ethics, gave the informative presentation. The video below is in two parts, and the provided PowerPoint presentation supplied the visual.

The training was particularly poignant with both Commissioner Ure and CEO Capasso both under an ethics cloud.  Ure for a variety of alleged ethics violations regarding the use of his office to threaten his ex-girlfriend, and Capasso for voting for her own appointment as interim CEO demanding a salary of over $650,000.  Commissioner Ure, former Commissioners Rodriguez and Robinson, corporate counsel Barrett and CEO Capasso all under indictment for violations of the Florida sunshine and open meeting statutes.

When the training touched upon the relevant statutes, there was a palatable acknowledgment in the room for their very flawed senior leadership.  But nary a word nor question was raised.  For a moment, I considered asking the embarrassing question – but didn’t.  If I had, it probably would have been deftly deflected by the very competent Attorney Klancke who wasn’t there to embarrass but to train.

Relevant sections include “Gifts, Bribes & Unauthorized Compensation” beginning on page 17 – in particular, 112.313(4,6) and 112.3148 F.S. Voting Conflicts of Interest 112.3143 F.S. which stipulates the voting prohibition “May not vote on any measure which would inure to YOUR special private gain or loss.“

I would recommend both videos and the accompanying PowerPoint to anyone running for or serving on a public board.

Broward Health Mandatory (CIA) Ethics Training (Board & Senior Management)

Part 1

BH-Ethics Training PowerPoint Presentation

Part 2

Broward Health Rescheduled February 2018 Meeting.

Because Governor Rick Scott continues to fail to fulfill his constitutional duty and appoint members to the Broward Health Board, there are only five (now with Rocky’s resignation – four) members where a quorum is four members present.  Now, if only one member is unavailable for a meeting, the meeting is canceled for lack of quorum.  Further, it means that matters will only pass if a supermajority of members present (three) votes for an item.

But the February meeting was canceled to respect the shooting victims at Marjorie Stoneman Douglas Highschool.  Both the Board and staff could have better-respected MSD by doing their jobs.  Governmental and public irresponsibility is one of the salient rallying calls of the #NeverAgain movement.  Broward Health’s charter and By-Laws require monthly meetings to fulfill their public trust obligations, and the patronizing reason for rescheduling the Board meeting to mask commissioner’s unavailability is both cynical and beneath the character of the Broward Health organization.

Very short meeting because most of the items for discussion moved to regular March 2018 meeting scheduled to start immediately following the make-up February meeting.

February 2018, Re-scheduled Board Meeting (March 31, 2018)

Feb 2018, Re-scheduled Board Meeting (3/31/18) Packet Excerpts

Broward Health March 2018 Board Meeting

The meeting began after the usual formalities with the acknowledgment and announcement that Chairperson Rocky Rodriguez had resigned.  That precipitated a somewhat confusing conversation about whether the board could or should vote for a new chairperson.  As usual, Counsel Barrett talked legal gibberish concluding that the Board could, if it wanted, to vote for a permanent Chair.

At this point, newbie Commissioner Gregoire felt the orchestrated need to nominate indicted and ethically challenged Chris to be chair.  There was no second to Ure’s nomination. A discussion followed, and Commissioner Wellins nominated Commissioner Klein as someone who is only not under indictment nor under an ethical cloud to be chair.  Commissioner Klein graciously accepted the nomination, and the Board deadlocked on a 2-2 vote.  With no willingness to compromise, the matter was postponed until the April meeting which is likely to be postponed due to a lack of quorum thanks again to Governor Rick Scott who apparently doesn’t give a crap about the people in Broward dependent on Broward Health otherwise he would appoint a full Board`.

The Board moved on to approve CEO Capasso’s contract (see above for my contract notes), grant a minimal increase to the Nurses and then took up the “Performance Incentive Pay Plans.”

Apparently, sight unseen, the Board approved a 30% bonus plan to tier 1 employees (including Capasso and Barrett) and up to a 17% increase to other senior executives (some 300 employees).  The Board members did not have a document of what they were approving and what the plan was – or so we were told when we asked for a copy.  When the Sun-Sentinel reporter chased down the head of HR for a copy of the “approved” plan, he was told that the plan was “conceptual only.”   So what exactly was approved for 7.4 million dollars?  Very strange and highly irregular.

At one meeting the Board called this bonus plan a “profit-share,” but at the latest meeting, they referred to the plan as “Gainsharing” based on as yet to be decided financial, qualitative, and compliance scorecard guaranteed to ensure everyone gets their bonus.

Gainsharing is a system of management used by a business to increase profitability by motivating employees to improve their performance through involvement and participation. As their performance improves, employees share financially in the gain(improvement).

While an incentive plan based on performance is a good thing, this proposed plan appears to be little more than a slight of hand engineered to increase the already extravagant senior pay plans.  It didn’t pass the smell test and based on the financials hardly warranted. (see the financials in the meeting packet excerpts).

March 31, 2018, Board Meeting

March 31, 2018, Board Meeting Packet Excerpts

A quick note to my loyal subscribers & blog followers:

Since last September (2017) I have been attending and video recording Broward Health’s Board and Committee meetings.  I post them on my YouTube site within 24 hours, and sometimes much sooner.  Since then, there have been over 10,000 views demonstrating public interest.  At some point, I write an article about my meeting impressions and post that to my BrwdHealth blog. It takes me a few days to digest what has become a meal of undigestible sub-texts, and I admit I write in a somewhat acerbic style.  But, my BrwdHealth blog averages more than 28,000 page views per month and has over 2,200 subscribers.

I share this with you because of some coming changes.

First, thanks to the promises and good work of Chief Operating Officer Gino Santorio and Chief Financial Officer Alan Goldsmith, I understand that very soon Broward Health will live stream meetings and post the videos with agenda packets to their website.  This is good news.  But until that happens, and I have some confidence that they will do what they promise, I will continue to attend and record meetings as I am able.

Second, soon I will be porting the Broward Health content to my primary blog site DanLewisReport where articles on Broward Health will have its section.  This post begins the transition process.  

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