Equity | Community | Partnership | Innovation | Results

Governing Board Meeting – November 1, 2018, 1:00 pm - 4:00 pm King County Elections – 2nd Floor Multipurpose Room, 919 Southwest Grady Way Renton, WA 98057

MEETING GOALS The primary objectives of today’s meeting are for the Governing Board to: (1) discuss the work and direction of ACHs with Health Care Authority’s leadership, (2) provide an update on the transition to Fully Integrated Managed Care (FIMC), (3) approve the Shared Domain 1 Inter-Governmental Transfer (IGT) contributor payment, and (4) provide a preview of HealthierHere’s 2019 administration budget.

AGENDA 1:00 pm 1) Welcome & Introductions

• Meeting goals and agenda review Betsy Lieberman & Esther Lucero, Board Co-Chairs

1:05

2) Board Business • Approval of October 4th meeting minutes

Betsy Lieberman & Esther Lucero, Board Co-Chairs Susan McLaughlin, HealthierHere

1:10 3) Conversation with Health Care Authority Leadership

Sue Birch & Lena Nachand, Health Care Authority Susan McLaughlin, HealthierHere

2:35 4) Community Voice / Public Comment • Opportunity for community members to share

reflections and provide feedback

2:45 BREAK

2:55 5) Finance Committee • Conflict of interest reminder • Decision memo: IGT contributor payment • Draft 2019 administration budget

Steve Daschle & Patty Hayes, Finance Committee Co-Chairs Thuy Hua-Ly, HealthierHere

3:15 6) Fully Integrated Managed Care Transition Representatives from the Health Care Authority, King County & Managed Care Organizations

4:00 pm ADJOURN

Next Meeting: Thursday, December 6, 2018, 1:00-4:00pm (Seattle Foundation, 1601 5th Ave, Suite 1900, Seattle, WA 98101)

Governing Board Meeting Summary October 4, 2018, 1:00 p.m. – 4:00 p.m. Seattle Foundation, 1601 5th Ave. #1900, Seattle, WA 98101

Members Present: Teresita Batayola* (International Community Health Services), Elizabeth “Tizzy” Bennett (Seattle Children’s Hospital), Roi-Martin Brown (Washington Community Action Network), Molly Carney (Evergreen Treatment Services), Kristin Conn (Kaiser Permanente of Washington), Shelley Cooper-Ashford (Center for Multicultural Health), Steve Daschle (Southwest Youth and Family Services), Ceil Erickson (Seattle Foundation), Patty Hayes (Public Health – Seattle & King County), Sybill Hyppolite (SEIU1199NW), Cathy Knight (Seattle Aging and Disability Services), Laurel Lee (Molina Healthcare), Betsy Lieberman (Betsy Lieberman Consulting), Esther Lucero (Seattle Indian Health Board), Daniel Malone (Downtown Emergency Service Center), Adrienne Quinn (King County DCHS), Jihan Rashid (Somali Health Board), Jeff Sakuma (City of Seattle), Erin Sitterley (Sound Cities Association), Sherry Williams (Swedish Medical Center), Giselle Zapata-Garcia (Latinos Promoting Good Health)

*denotes remote participation

Members Not Present: Elise Chayet (Harborview Medical Center), David Johnson (Navos Mental Health Solutions), Steve Kutz (Cowlitz Indian Tribe)

Staff: Marya Gingrey, Thuy Hua-Ly, Michael McKee, Susan McLaughlin, Gena Morgan, Kelsey Robinson, Melissa Warner (HealthierHere), Christina Hulet (Hulet Consulting)

Guests: Siobhan Brown (CHPW), Sam Clark (Navos Consortium), Katie Escudero (KCHA), Marissa Ingalls (Coordinated Care), Laura Johnson (United Healthcare), Kay Knox (Within Reach), Hani Mohammed (CHPW), Sharon Poch (Qualis Health), Howard Springer (Navos)

Welcome & Introductions Betsy Lieberman (Betsy Lieberman Consulting) welcomed everyone and brief introductions were made by the Governing Board (GB). Esther Lucero (Seattle Indian Health Board) offered board members and the public a sage cleansing. The public introduced themselves and Betsy reviewed the meeting agenda. The primary objectives for this meeting were to: (1) approve the payment methodology for community-based organization (CBO) partners, (2) develop HealthierHere’s (HH) equity statement and guiding principles, (3) follow-up on the conflict of interest (COI) policy, and (4) acknowledge receipt of HealthierHere’s (HH) implementation plan and quarterly finance administration report. Community Voice/Public Comment: Betsy opened the floor for public comment and no comment was made.

Board Business & Executive Director’s Report The board briefly reviewed the minutes from the 9/20 meeting. There were no revisions; the minutes were approved. Abstentions: Tizzy Bennett, Ceil Erickson, Patty Hayes, Jihan Rashid, Semra Riddle

Executive Director’s Report Semi-Annual Report Evaluation: On 10/1 HH received a score of 100% from Myers and Stauffer, the independent assessor contracted to review and score all ACH reporting deliverables. HH has earned $14,452,240 for the King County region and should receive funds in October 2018. Hiring: After an extensive search, Myani Guetta was hired as one of HH’s Community and Tribal Engagement Managers and will start on 10/16.

The second Community and Tribal Engagement Manager position will be reposted shortly and will focus on extending and enhancing our partnerships with regional tribal nations.

CBO Information Sessions: HH has started its community partner information sessions. Eight sessions and one webinar have been scheduled throughout King County. To date, turn out has been excellent – 52 organizations were represented by 73 participants in the first four sessions. In addition to the Information Sessions, Marya has spoken to the King County Human Services Coalition, South King County Health Coalition, and at the Healthy King County Equity Summit reaching another 200+ people. HealthierHere and Marya have also been invited to speak at the Eastside Human Services Coalition, North Urban Human Services Alliance, Sno-Valley Coalition and Community Living Connections Network. Implementation Plan: On Friday 9/28, HH submitted its Implementation Plan to the Health Care Authority (HCA). The Implementation Plan is one of our reporting requirements in 2018 and will serve as a high-level work plan. A motion was made for the board to acknowledge receipt of the implementation plan. The motion was approved. Abstentions: Semra Riddle

Conflict of Interest Policy Esther thanked the board for putting the Conflict of Interest (COI) policy into practice at the last board meeting. Christina Hulet (Hulet Consulting) drew the boards attention to the COI policy (pages 6-16 of the agenda packet), which was revised and adopted by the board in July 2018. Christina requested the board read and sign the policy (page 16). The board was reminded that members also need to designate a formal delegate and that delegates should also sign the policy. Per the board’s request, a Frequently-Asked-Questions (FAQ) document was created for the board’s review (pages 17-18). HH will continually revise and improve its FAQ and decision-making flow charts (pages 19-20) as needed. The board was reminded to disclose COI even if they are unsure if they have COI. If they do disclose they cannot vote but can participate in the discussion. They are not allowed to advocate or lobby. Thuy Hua-Ly (HealthierHere) briefly reviewed the handout “COI Memo of Interpretation.” At the last board meeting there was a question about whether approving a funding methodology constituted COI. On the advice of legal counsel, “methodology” decisions generally do not involve a conflict of interest or require recusal. There was much discussion about whether approving the 70% funding allocation for the Behavioral Health Agencies (BHAs) constituted COI. Since the funds would be split evenly amongst the providers and each agency would still need to earn their funding, it was

determined that there was no COI and therefore board members did not need to recuse themselves from the vote. Moving forward the Finance Committee (FC), Executive Committee (EC) and legal counsel will review decision memos as needed for potential COI in advance of board meetings. Furthermore, HH will maintain a decision memo log to easily track board decisions and COI.

Finance Committee Business Thuy briefly reviewed the year-to-date Administrative Budget Report. Currently there is a projected underspend of $131k and no foreseeable issues carrying these funds into 2019. We anticipated paying a fee for the delay in paying our B&O taxes, but it was forgiven. The King County Backbone contract payment was accidentally reversed and will be moved to the 2019 budget. The primary impact is a delay for King County to receive funds. DECISION MEMO: 2018 Non-Medicaid/Community Partners Allocation Methodology Susan McLaughlin (HealthierHere) briefly reviewed the process by which the methodology was developed and recommended by the FC. The methodology was developed with input and feedback from the FC, the Community & Consumer Voice Committee (CCV) and Transformation Committee (TC). Key principles and an explicit definition of “Community Partner” were developed by the CCV as guidelines. Thuy briefly reviewed the decision memo. There was discussion regarding establishing funding tiers within each payment deliverable, but ultimately it was thought more equitable to establish a flat rate for each deliverable. To allow flexibility, engage as many partners as possible and not over burden our Community Partners, the FC recommends the board approve the following funding methodology allocation ($5.2M) for organizations that meet the Community Partner definition and did not receive DY1 Planning and Engagement dollars as a Medicaid provider:

• Community Partner Innovation Plans: 40%

o This is a high priority and is an acknowledgement of the work required to complete these plans and engage with HH.

• Partner Participation & Registering in the Finance Executor Portal: 30% o This is a high priority and is an acknowledgement of our partners’ time and energy and

to encourage continued participation. • Community Partner Assessment: 25% • Sign Project Specific Agreement (PSA)/Addendum: 5%

Thuy reviewed the decision memo with legal counsel. Since the memo pertains to a methodology that is evenly split and where providers must earn funds, there should be no COI for this board decision. There was some discussion about the type of Community Partners HH is looking to engage. The board will have the opportunity to discuss and approve a community partner selection criterion at an upcoming meeting. The board was reminded that HH is casting a wide net and that organizations that are not prepared to partner now will have opportunities to partner in the future. We are encouraging organizations to fill out information forms so we can understand how they might partner. Community Voice/Public Comment: Betsy took a moment to open the floor for public comment. Howard Springer (Navos Consortium) recommended that HH consider establishing an electronic health records (EHR) fund for the Community Partners.

Thuy asked board members if anyone needed to disclose COI before a motion was made to approve the DY1 Non-Medicaid/Community Partner allocation methodology. There were no recusals and no oppositions, the funding methodology was approved. It was announced that it was Adrienne Quinn’s (King County DCHS) last board meeting because she is transitioning to a position with the University of Washington.

CCV Equity Statement & Principles Marya Gingrey (HealthierHere) and Shelley Cooper-Ashford (Center for MultiCultural Health) briefly reviewed the historical work of the CCV and the development of the Equity Statement and Principles. The CCV was developed as a committee intended to look at the work of the ACH and guide how it leads with equity. The CCV developed the equity tool used in the design and development of HH’s projects. This statement is a foundational step in operationalizing how to lead with equity. Some of the priorities in creating this statement were:

• Call-out institutionalized racism – not sugar coat anything • Consider, measure and understand unintended impacts • Look to communities as experts • Have a clear and common shared language – so we are all on the same page

CCV members briefly introduced themselves and described their contribution and why they were proud of the statement. Marya asked the board and public to read the statement and respond with one word. The board was then asked to discuss, in small groups, some of its strengths, opportunities gaps. Strengths:

• Powerful, ambitious and hopeful • Community-centered – Community is in position of power • Onus is on the system not the community

Opportunities:

• We may need to be more explicit in what we are attempting address • The definition of equity doesn’t seem to reflect community as broadly as our focus

populations • This should help us encourage equity in our sectors not just inward facing • Once we start naming we risk un-naming

Missing and up for more Discussion:

• Intention – more explicit • Intended consequences included in definition • Stigma as associated with:

o Substance Use Disorder (SUD) o Age o LGBTQ+ o Trauma o Etc.

• Intersectionality • How does this address health inequities?

• Who owns this work internally and externally? • Would we partner with an organization that is not dedicated to equity?

Marya collected feedback from the small groups and will use it to revise the Equity Statement for further discussion. Board members were thanked for their time and the meeting was adjourned.

Equity | Community | Partnership | Innovation | Results

DECISION MEMO: IGT Contributor Payment Distribution Approval

Memo prepared by: Thuy Hua-Ly, Chief Financial Officer Date prepared: October 25, 2018 Date of proposed action: November 1, 2018 HealthierHere Governing Board

Issue The purpose of this decision memo is to request the Governing Board’s approval of the second Inter-Governmental Transfer (IGT) contributor payment distribution for Health System Capacity Building (Shared Domain 1) activities.

The first IGT contributor payment distribution was presented and approved at the February 1, 2018 Governing Board meeting.

Background The Centers for Medicaid and Medicare Services (CMS) approved the Medicaid Transformation Project (MTP) on January 9, 2017. As a result, Washington State will receive up to $1.5 billion over the course of five years to support three Medicaid transformation initiatives. The majority of this funding ($1.2 billion) will be made available to 9 ACHs across the state to support regional transformation efforts related to each ACH’s project portfolio. The general funding mechanism for the MTP relies on the use of Designated State Health Programs (DSHPs) and IGTs for state required match. The use of DSHPs ramps down over the course of the waiver contract period while the use of IGTs ramps up over the five years.

Toward the end of 2017, the Health Care Authority (HCA) announced a $300 million shortfall in the overall financing of the waiver due to changes in how CMS calculates state match in relation to the overall finance structure. To mitigate part of the $300 million shortfall, HCA received CMS’s approval to utilize an IGT Shared Domain 1 strategy that requires ACHs to distribute a portion of earned dollars back to the IGT contributors each time incentive dollars are earned. The cadence for distribution of IGT Shared Domain 1 incentives will be semi-annual over the course of the five years. IGT Shared Domain 1 resources will then be used to support statewide Domain 1 activities (workforce, HIE/HIT, and VBP).

HealthierHere briefed the GB at the February 1st meeting and received approval for the first IGT Shared Domain 1 payment distribution for incentives earned in 2017. This request is to approve the distribution of IGT Shared Domain 1 incentive funds for the first half of 2018 (January 1 through June 30, 2018). Below is the general timeline provided by HCA for approval and distribution.

Equity | Community | Partnership | Innovation | Results

Timeline for Second Shared Domain 1 Transaction (2018):

1. October 16th – ACHs receive the Partnering Provider Achievement Report to confirm each ACH’s IGT Contribution

2. November 7th – Deadline for ACH Boards to approve payment to IGT contributors 3. December 14th– IGT funded portion of incentives will be transferred to ACH accounts in

the Financial Executor Portal (FE) and approved dollars must be released by each ACH from the (FE) to specified IGT Contributors

Recommendation The Finance Committee recommends the Governing Board’s approval of the attached percentage distributions to the IGT contributors as prepared by the HCA via the attached Partnering Provider Achievement Report. The statewide IGT Contributor financing approach requires all ACHs to approve the payment distributions. If any ACH does not approve the payment distributions, the incentive funds pool will be recalculated and fewer incentive dollars will be available to all ACHs.

Values How does this recommendation align with HealthierHere’s core values of equity, community, partnership, innovation, and results?

Partnership: Approval of this transaction will allow all ACHs in the state to receive the maximum incentive dollars available to support transformation efforts related to each ACH’s project portfolio.

YES

HealthierHere$6,111,188

Partnering Provider Percent of Allocation Total Earned Funds

EVERGREEN HEALTHCARE 44.000% $537,785VALLEY MEDICAL CENTER 44.000% $537,785ASSOCIATION OF WA PUBLIC HOSPITAL DISTRICTS - TRANSFORMATION POOL 3.660% $44,734PHD#1 DBA SKAGIT VALLEY HOSPITAL 1.470% $17,968OLYMPIC MEDICAL CENTER 0.777% $9,493GRAYS HARBOR COMMUNITY HOSPITAL 0.475% $5,801WHIDBEY GENERAL HOSPITAL 0.463% $5,665ISLAND HOSPITAL 0.456% $5,579JEFFERSON GENERAL HOSPITAL 0.430% $5,251MASON GENERAL HOSPITAL 0.426% $5,201SAMARITAN HOSPITAL 0.355% $4,335KITTITAS VALLEY COMMUNITY HOSPITAL 0.344% $4,199PULLMAN REGIONAL HOSPITAL 0.292% $3,569PROSSER MEMORIAL HOSPITAL 0.218% $2,667SNOQUALMIE VALLEY HOSPITAL 0.158% $1,936SUMMIT PACIFIC MEDICAL CENTER 0.156% $1,913WHITMAN HOSPITAL & MEDICAL CENTER 0.138% $1,688LAKE CHELAN COMMUNITY HOSPITAL 0.125% $1,531COULEE MEDICAL CENTER 0.121% $1,485FORKS COMMUNITY HOSPITAL 0.118% $1,440OCEAN BEACH HOSPITAL 0.115% $1,405MID-VALLEY HOSPITAL 0.141% $1,729MORTON GENERAL HOSPITAL 0.107% $1,303KLICKITAT VALLEY HEALTH 0.104% $1,270LINCOLN HOSPITAL 0.102% $1,252NEWPORT COMMUNITY HOSPITAL 0.152% $1,860WILLAPA HARBOR HOSPITAL 0.093% $1,138NORTH VALLEY HOSPITAL 0.093% $1,134SKYLINE HOSPITAL 0.088% $1,075COLUMBIA BASIN HOSPITAL 0.079% $961CASCADE MEDICAL CENTER 0.065% $799DAYTON GENERAL HOSPITAL 0.065% $794SNOHOMISH CO PHD (Verdant) 0.059% $725OTHELLO COMMUNITY HOSPITAL 0.076% $926FERRY COUNTY MEMORIAL HOSPITAL 0.054% $664THREE RIVERS HOSPITAL 0.076% $935ODESSA MEMORIAL HOSPITAL 0.051% $624QUINCY VALLEY MEDICAL CENTER 0.059% $718GARFIELD MEMORIAL HOSPITAL 0.050% $611EAST ADAMS RURAL HOSPITAL 0.048% $589SAN JUAN PHD (Peace Island) 0.009% $110GRANT COUNTY (McKay Rehab) 0.058% $715SKAGIT CO PHD (United General) 0.009% $110DOUGLAS CO. PHD # 2 0.009% $110GRANT COUNTY PHD #5 0.009% $110GRANT COUNTY PHD #7 0.009% $110KITTITAS COUNTY PHD #2 0.009% $110POINT ROBERTS CLINIC 0.009% $110SKAMANIA COUNTY PHD 0.009% $110SAN JUAN PHD (Lopez) 0.009% $110

$1,222,238

Partnering Provider Percent of Allocation Total Earned FundsUNIVERSITY OF WASHINGTON 100.000% $4,888,950

$4,888,950

$6,111,188

Partnering Provider Achievement Report - Demonstration Year 2 (January through June 2018)

Shared Domain 1 Incentives Total

Incentives Total

Incentives Total

ACH NameShared Domain 1 Incentives

Do you plan to participate in the Shared Domain 1 Incentives?

Equity | Community | Partnership | Innovation | Results

Board Meeting Evaluation Form On a scale of 1 to 10, how would you rate the quality of today’s meeting? What would it take to make it a 10? COMMENTS (optional)

Equity | Community | Partnership | Innovation | Results

Glossary of Terms ACH Accountable Community of Health AI/AN American Indian/Alaska Native AIM Analytics, Interoperability, and Measurement, part of the Health Care Authority AIMS Advancing Integrated Mental Health Solutions, part of University of Washington AMDG Agency Medical Directors’ Group BHO Behavioral Health Organization BMI Body Mass Index BRFSS Behavioral Risk Factor Surveillance System CMS Centers for Medicare & Medicaid Services CBO Community-Based Organizations CCM Chronic Care Model CCV Community/Consumer Voice Committee CDP Chronic Disease Prevention and Control Project CDR Clinical Data Repository CEO chief executive officer CHARS Comprehensive Hospital Abstract Reporting System CHW Community Health Worker(s) CLS Community Learning Sessions CMCH Center for Multi-Cultural Health CMS Centers for Medicare & Medicaid Services DCHS Department of Community and Human Services DPC Demonstration Project Committee DPP Diabetes Prevention Program DSHS Department of Social and Health Services DSRIP Delivery System Reform Incentive Payment DT Design Team DY1 DSRIP Year 1 ED Emergency Department EHR Electronic Health Record FIMC Fully Integrated Managed Care FFS Fee-For-Service FPL Federal Poverty Level FQHC Federally Qualified Health Centers G2P Guidelines to Practice HCA Health Care Authority HCP LAN Health Care Payment Learning & Action Network HHSTP Health and Human Services Transformation Plan HIE Health Information Exchange HIT Health Information Technology HKCC Healthy King County Coalition HUD U.S. Department of Housing and Urban Development IDC Integration Design Committee IHCP Indian Health Care Provider

Equity | Community | Partnership | Innovation | Results

ILC Interim Leadership Council IOM Institute of Medicine IT Information Technology ITU Indian Health Service, tribally operated, or urban Indian health program JAMA Journal of the American Medical Association KCACH King County Accountable Community of Health LEAD Law Enforcement Assisted Diversion LGBT Lesbian, Gay, Bisexual, and/or Transgender LOI Letter of Intent MAT Medication Assisted Treatment MCO Managed Care Organization MeHAF Maine Health Access Foundation MHIP Mental Health Integration Program MIDD Mental Illness and Drug Dependency MOU Memorandum of Understanding MTP Medicaid Transformation Project(s) MVP Medicaid Value-Based Purchasing OUD Opioid Use Disorder P4P Pay-for-Performance P4R Pay-for-Reporting PAL Partnership Access Line PCORI Patient-Centered Outcomes Research Institute PCP Primary Care Provider PHSKC Public Health – Seattle & King County PIMH Partnership for Innovation in Mental Health PMD Performance Measurement and Data PMP Prescription Monitoring Program PRISM Predictive Risk Intelligence System PSH Permanent Supportive Housing QBS Quality Benchmarking System RHIP Regional Health Improvement Plan RHNI Regional Health Needs Inventory SAMHSA Substance Abuse and Mental Health Services Administration SBIRT Screening, Brief Intervention, and Referral to Treatment SCORE South Correctional Entity SIHB Seattle Indian Health Board SIM State Innovation Model(s) SUD Substance Use Disorder TA Technical Assistance TSP Transition Support Program UIHI Urban Indian Health Institute US United States VBP Value-Based Payment VOCAL-WA Voices of Community Activists and Leaders, Washington State Chapter WSHA Washington State Hospital Association WSMA Washington State Medical Association

Conflict of Interest Policy FAQ

What is the purpose of HealthierHere’s Conflict of Interest (COI) policy? HealthierHere must operate in a manner consistent with its charitable purpose and not jeopardize its tax-exempt status by violating standard conflict of interest practices. That said, Accountable Communities of Health (ACHs) are unique organizations that explicitly recruit and engage community members to represent and bring the expertise of their particular sector or field. Given that, HealthierHere’s policy tries to balance standard requirements with this proactive partnership.

How do we define conflict of interest? A conflict of interest exists when a person in a decision-making position at HealthierHere (i.e., on the board, the senior leadership team or on a committee) derives a specific and direct financial benefit from a transaction, action or decision. This includes a personal benefit or a benefit to his/her organization. This person is said to be an “Interested Person” because they have a material financial interest in a decision.

How do I know if I have a “material financial interest?” The key questions to ask yourself are: (1) Do I or a relative have an ownership or investment interest in this decision? and (2) Do I have a contractual or employment contract with an organization impacted by this decision? If you answer yes to either of these questions, you may have a material financial interest. We say *may* because the decision-making body might decide that a particular decision does not create a conflict (e.g., when a decision is considered di minimus—has insignificant impact—or does not unfairly favor or benefit particular people or organizations.)

What are the most important things I need to remember? First and foremost, always disclose if you have an actual or perceived conflict of interest. If you are not sure, speak up. Share any potential conflicts before a decision occurs. Second, you cannot vote on decisions/actions where you have a conflict.

Can I still participate in a discussion if I have a conflict? Do I have to recuse myself? Yes, you can participate in or recuse yourself from all or part of the discussion. This is your choice; recusal is not required. In fact, your expertise/input is often essential to HealthierHere’s work. However, if you choose to participate in the discussion, you cannot overtly advocate or lobby for a specific outcome. The chair can, at any time, limit your involvement if s/he feels it unduly influences or taints the process. S/he may also ask you to leave the room.

Can I vote on a decision if I have a conflict? No.

How do you define relative? A relative is defined as a parent, grandparent, sibling, children (by birth or adopted), grand-children, great-grandchildren, niece, nephew, uncle, aunt, spouse or domestic partner.

Can HealthierHere staff flag conflict of interest issues for me? Staff will do their best to flag and notify the chair of the group and, if applicable, the member(s) who may have a conflict. However, it is still the responsibility of individual members to assess and disclose any perceived or actual conflicts.

What happens if someone violates the policy? We know that conflicts of interest can be hard to navigate and we assume all involved are acting in good faith. If you or someone you know has not disclosed a conflict, please let your chairperson or HealthierHere’s Executive Director or Chief Financial Officer know as soon as possible.

Multiple or substantial failures to disclose a conflict of interest will be reviewed by the Executive Committee. The Committee has the power to remove a person from further participation who knowingly fails to disclose a conflict or acts in a wholly inexcusable way.

What happens to the decision itself if there were to be a violation? The Executive Committee or, if it was an Executive Committee decision, the full board may review the decision made by the group. If the interested person did not disclose, voted and/or his or her participation improperly influenced the decision/vote, the decision may be referred back to the decision-making group for reconsideration or, alternatively, to the Executive Committee or board.

Is there a review process to determine if a decision complied with the policy? Yes, there is a review process. The Executive Director can identify 3-5 people to serve on a review panel to assess if a particular decision complied with the policy. This review is not a revisiting of the merits of the decision but is meant to determine if a decision complied with the policy. If the review panel determines a decision did not comply, the board can send the decision back to the decision-making group or can make the decision itself. See the COI policy for specifics.

Who does this COI policy apply to? Who needs to sign it? The policy applies to HealthierHere Governing Board members, the senior management team, members of the Executive, Finance, Transformation, Community/Consumer Voice, and Performance Measurement & Data Committees, and any other people that the board or senior management team identifies specific to a transaction.

What kinds of decisions or circumstances does it apply to? Our COI policy applies to a broad range of decisions, actions or transactions including: financial decisions, policies and procedures, contractual arrangements, and what we call ‘development actions’—that is, actions to develop or implement HealthierHere’s work (e.g., project implementation planning, budgeting, evaluation).

Yes No

Yes No

You cannot votein the decision and must recuse yourself. You also will not count for the purposes of establishing quorum, except under unique

circumstances.

You can votein the decision.

COI Process for Individual Members

You can participate in the discussionMembers who do not have a conflict of interest can

participate fully in the discussion without need to disclose or recuse themselves.

Did the group determine that you have a conflict?

The group will discuss this particular circumstance and

decide if you or others have a conflict. You cannot overtly

advocate or lobby for a specific outcome. The chair may ask you

to leave during this time.

Do you have a conflict of interest?The key questions to ask yourself are: (1) Do you or a relative have an ownership or investment interest

in this decision? and (2) Do you have a contractual or employment contract with an organization impacted by this decision? If you or your organization benefits financially in a direct and specific way

from the decision, you may have a conflict of interest. (We say 'may' because the decision-making body might decide that a particular decision does not create a conflict.)

You can participate or recuse yourself from the discussion

Recusal is not required; we often need your input/expertise. However, you cannot overtly advocate or lobby for a specific outcome. The chair can limit your

involvement if s/he feels it unduly influences or taints the process. S/he may also ask you to leave the room.

You must disloseeither orally or in writing to the

Executive Director, the Chief Financial Officer, the Board or the

Committee that you have a conflict, ideally prior to the

decision.

Speak upAt the beginning of a decision-making meeting, the chair will

remind everyone about the COI policy. Share any potential or actual interest, and relevant

information at this time.

Not Sure

Yes No

Yes No

Yes No

The group discusses and votes on whether a conflict exists

The decision-making group will discuss and then vote on whether there is a COI by simple majority. Meeting

minutes will include which members were determined to have a conflict and the types of issues discussed.

Group votes on decisionThe decision-making group will vote on the particular action, policy, or

transaction. Vote is a simple majority of those eligible to vote where a quorum is present. Meeting minutes must detail COI issues/recusals.

For example, let's say 22 board members attend a meeting but 10 have a conflict and recuse themselves from the vote. That leaves 12 voting members. If

at least 7 of the 12 vote yes, the measure passes (simple majority).

Group cannot proceed with a decision at this timeThe group may decide to revisit the decision at a later time. There is also an

option in our COI policy to refer matters to a separate Review Board if there are particular challenges establishing quorum and/or to assess if a decision complies

with the policy. See the policy for details.

Is there a quorum?Quorum is achieved by simple majority. For example, the board has quorum if at

least 13 out of its 24 members are present.

Check first to see if we have a quorum of members without a conflict of interest. In the unusual circumstance where there are not enough disinterested

persons to establish quorum, interested persons can count towards quorum (though they still can't vote). The vote can proceed; however, it will go to the Executive Cmte for confirmation/ratification or, if this is an Exec Cmte vote, to

the full board.

COI Process for the Group

Chair asks if any members have a conflict of interestPrior to any decision-making meeting, the chair/leader will remind members to

disclose any actual or potential conflicts of interest. If any members say…

Not Sure

The team ensures that these members disclose their interest and

do not vote in the decisionThese members can choose to participate or

recuse themselves from the discussion but cannot overtly lobby or advocate. The chair

can limit their involvement if s/he feels it unduly influences or taints the process. S/he

may also ask them to leave the room.