BOARD OF COMMISSIONERSMINUTES

JANUARY 28, 2016

REGULAR BOARD MEETING – 4:00 PM

RIVERSIDE MEDICAL CENTER

CAFETERIA

Item No. 1- Call to Order-Chairman Jones called the meeting to order and established a quorum.

Item No. 2- Invocation -Board Member Kinggave the Invocation.

Item No. 3- Pledge of Allegiance –Chairman Jones called for the Pledge of Allegiance.

Item No. 4- Roll Call –Board Clerk Sherae Killingsworthcalled the roll. Those present: Barry Kennedy, Gerald King,Violet Tate, Lavern Jenkins, James Thomas, Pamela Breland, Rachel Gill, James Knight, Frank Voelker, M.D., and Lionel Jones. Board Member Tate was in attendance at the meeting at 4:20 p.m.Chairman Jones welcomed the guest to the meeting.

Item No. 5- Approval of Minutes -Board Member Knight offered a motion seconded by Board Member Jenkinsto accept the minutes of the December 17, 2015, regular meetingas presented. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1)ABSTAIN: (0).

Item No. - Election of Chairman and Vice Chairman – The floor was open for nominations for Chairman for 2016. Board Member Knight nominated Gerald King, and the nomination was seconded by Board Member Gill. Nominations were closed upon motion by Board Member Jenkins and seconded by Board Member Thomas. Roll call vote as follows: YEAS: (8) Kennedy, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (1).Motion carried. Board Member Gerald King was unanimously elected to the position of Chairman for the year 2016. The meeting was turned over to Board Chairman King.

The floor was open for nominations for Vice-Chairman. Board Member Knight nominated Lavern Jenkins, seconded by Board Member Gill. Nominations were closed upon motion by Board Member Thomas and seconded by Board Member Jones.Roll call vote as follows: YEAS: (8) Kennedy, King, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (1).Motion carried. Board Member Lavern Jenkins was unanimously re-elected as Vice-Chairman for the year 2016.

Item No. 7- Annual Board Policy Manual Review -The Governing Body Policy Manual was emailed to the Board Members prior to the meeting for annual review. Upon review, motion by Board Member Jones, seconded by Board Member Gill to approve as presented. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Item No. 8- Finance & Capital Planning Committee Report-VALIC Resolution – Board Member Jenkins presented the VALIC Resolution to the Board, a copy of which is on file with these minutes. He stated that this is an update to our plan document to comply with recent federal laws and regulation that have been put into place. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Independent Registered Municipal Advisor Resolution-Board Member Jenkins made a motion seconded by Board Member Jones to approve the resolution from an Independent Registered Municipal Advisor Jim Ryan who is a representative with the government consultants that is recommend with a

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Item No. 8- Finance & Capital Planning Committee Report (Continue) Independent Registered Municipal Advisor Resolution (Continue)-resolution from the Washington Parish Council for him

to obtain the lowest interest rate for a line of credit that has been approved by the Washington Parish Council and Board of Commissioners. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

LSU Pathology- Board Member Jenkins offered a motion seconded by Board Member Knight to approve the LSU Pathology in the amount of $5,000 per month as presented. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Langlinais, Broussard & Kohlenberg Engagement Agreement-Board Member Jenkins offered a motion seconded by Board Member Jones to approve the Engagement Agreement proposal for audit services $26,750.00 with additional expenses for two interim audits and other service fees from Langlinais, Broussard & Kohlenberg for the years ended December 31, 2015 through December 31, 2017, a complete copy of which is on file with these minutes. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Adding Cerner to the Thomas Clinic-Board Member Jenkins offered a motion seconded by Board Member Gill to approveadding Cerner to the Thomas Clinic in the amount of $62,907.00, a complete copy of which is on file with these minutes. This will enable all the clinics to be integrated. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Cerner Dragon Dictation-Board Member Jenkins offered a motion seconded by Board Member Gillto add Cerner Dragon Dictation in the amount of $75,970.00, a complete copy of which is on file with these minutes. Mr. Lott confirmed that Cerner bucks can be used for the professional services. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Bill McGehee Insurance-Board Member Jenkins made a motion to defer this item to the Executive Session seconded by Board Member Knight. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried.

Item No. 9- Chief Financial Officer Report for December 2015-Mr. Sealstated there were 31 admissions for the month compared to a budget of 43 and prior year of 50. There were 1 swing bed for the month compared to a budget of 5 and the prior year was at 3. He reported that there were 43 observation stays compared to 31 last year. For the total admissions, there was 38% decrease for the month and 21% decrease for the year. There were 103 acute and 14 swing beds patients’ days. Mr. Seal reported that during December the acute average daily census was 3.32 compared to 5.29 for the prior year and 4.55 budgeted. The average daily census for swing beds for the month of December was .45 and the prior year was 1.84. The average daily census of all admissions including swing bed, acute and observation for the month is 5.19. The average length of stay for acute during the month of December for the hospital was 3.32 and for swing bed is 14.00. The average length of stay for acute Medicare for December is 3.19 days

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Item No. 9- Chief Financial Officer Report for 2015- Continue

which was a decreasefrom last year at 3.40.

Total equivalent patient days for the month were 1,496 compared to a budget of 1,354 and prior year of 1,062. Total emergency department visits were 1,168 for the month, compared to 1,378 for prior year and 1,302 budgeted. The emergency room visit average per day for the month was 38 with year to date at 40.

There were 64 surgical procedures performed during the month compared to budget of 64 and prior year of 69, with 976 surgeries year-to-date. There were 19 Cardiology Procedures for the month compared to 14 for the prior year. There were 2,220 outpatient registrations during the month with 21,599 year-to-date which is an increase of 3% from prior year. The outpatient registration average per day for the month was 72 with the year-to-date at 59. There were 215 FTE’s for December compared to 189 for the prior year and 209 budgeted. The accounts payable was at 99 for December, with last month at 98 and for the prior year at 86 which is an increase of 13 for the year.

Total Patient Revenue for the month of December was $4,818,805 which was less than budget by $168,015. Total Other Revenue for December was $858,480. Total Gross Revenue for December was$5,677,286. Total Deductions fromRevenue for December was $3,907,015. Net revenue for December was $1,770,270 which was below budget. Personnel expenses totaled $1,602,997 for the month which was above budget by $263,786. Other operating expenses were $1,110,074 during December this was above budget by $236,889. Total operating expenses for December was$2,713,071 which was above budget by $500,675.

The net operating loss for the month of December was ($942,800) compared to a budgeted loss of ($16,271). The hospital experienced a net loss for the month of ($954,263) and a net loss of ($268,077) for the year. The current assets were $4,484,459 with current liabilities at $4,621,936providing a current ratio of .97 for December, with the prior month at 1.21 and the prior year at 1.15. Mr. Seal stated that the current ratio measures the ability of the hospital to rely solely on its liquid assets to pay current liabilities.

Mr. Seal presented a Cash Flow Statement for December 2015 which identifies the activities of the hospital that are generating or consuming the cash. The Beginning Operating Cash on Hand is $709,124 with the ending balance is $306,192. He said cash expenses per day average are $70,541 for December and the priormonth was $69,305. The daily operating revenue is $69,150 with the prior month at $70,268. The Daily Net Operating Margin was at $-1,391 and the prior month was at $963. The Daily Net Operating Margin Percent for December is -2.01% and for November at 1.37%. He stated that the Daily Operating Expense amounts are based on cash expenses calculated by removing all non-cash expenses. Mr. Seal thinks were moving in the right directions with daily operating revenue and expenses. He presented a graph of cash on hand on a day by day basis for the month of December. The day’s cash on hand average for the prior month was at 5 with low at 2 and the high at 11. Mr. Seal presented the deposits verses the expenses for the month of December, a copy of which is on file with these minutes.

Mr. Seal presented a cash projection statement for January through December 2015 is actual. He stated the average deposits for December were $92,595 with the daily expense at $70,514. Mr. Seal reported that there were no capital expenditures during the month of December. The Total Capital Expenditure for the year was $3,161,318. Mr. Seal reviewed the Accounts Receivable Analysis totals and graph.

Mr. Seal presented and discussed the daily cash collections to the Committee, a copy of which is on file with these minutes. Net days uncollected were 65.03 compared to December 31, 2014 of 68.83days. He

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Item No. 9- Chief Financial Officer Report for 2015- Continue

reported the State average benchmark has been updated to the 2013 median which is 72.47.

There were no recipientsthat qualified for the Charity Program during the month of December. The year-to-date written off balance for the Charity program is $17,282.49. Accounts written off as bad debts during December 2015 totaled $344,316. The year-to-date bad debt is $4,106,988Board Member Jones offered a motion seconded by Board Member Knight to approve the bad debt list as presented. Roll call vote as follows: YEAS: (9) Kennedy, King, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (1) ABSTAIN: (0).Motion carried. He reported that the accounts written off as uncollectible in Decemberfor the Riverside Family Care Clinic were $1,914.33. He reported that the accounts written off as uncollectible in December for the Pediatric and Internal Medicine Clinic were $606.62. Mr. Seal said that the accumulated bad debts from previous months had not been accounted for which was reflected in the month of December. Board Member Breland discussed her concerned over the amount of bad debt and looking forward to the audit which complete May.

Item No.10- Medical Staff Report- Chief of Staff Luis Alvaradoprovided details of the last meeting of the Riverside Medical Center Medical Executive Staff which was held on January 21, 2016.

Those Present: Luis Alvarado, M.D., FACP, Yasheka Nicholson, M.D., Joseph Perdigao, M.D., Robin Fabre, M. D., Richard Colon, M.D., Kyle Magee, M.D., CEO, Ben Lott, COO, and Lesia McQueen, CNO.

The MEC approved the following policies as requested by the Quality Council:

Sepsis for the Adult Patient with Order Sets

Nutritional Service-Infection Prevention and Control

The MEC approved the initial appointment of Gary Parker, DDS for consulting privileges. The MEC request approval from the Board of Commissioner for the policies and initial appointment as presented.

The MEC request approval from the Board of Commissioner for the policies and initial appointment as presented. Board Member Thomas offered a motion seconded by Board Member Kennedy to approve as presented. Roll call vote as follows: YEAS: (10) Kennedy, King, Tate, Jenkins, Thomas, Breland, Gill, Knight, Voelker and Jones. NAYS: (0) ABSENT: (0) ABSTAIN: (0).Motion carried. Board Member Jones requested that the Board recognized Dr. Alvarado for being selected as the President of the Louisiana State Medical Society. Dr. Magee said Dr. Alvarado has served on several committees’ over the past few years with diligently working forward andfinally was elected President of the organization. Dr. Magee stated that it is a huge honor and this is the first time that anyone from the Northshore has ever been selected to be the President of the State Medical Society. Dr. Magee extended a round of applause for Dr. Alvarado. Dr. Alvarado stated that he accepted this asanhonor and humbleness to receive this position.

Item No. 11- Patient Care Report- Board Chairman King called for the Patient Care Report to be given byBen Lott, a copy of which is on file with these minutes. Board Chairman King asked Mr. Lott if we have a go-live for the 340-B retail program. Mr. Lott reported no date at this time. We continue to attend multiple project management calls. Sentry continues to perform testing on data transmission, and we are managing communication between all parties. We are waiting on final approval from Sentry to start the data loading process as they are verifying our question responses. We had our 340-B HRSA Audit on December 1. We did not expect audit results until April. However, we received the final report, which did not find any deficiencies. The report identified one opportunity for improvement. Board Chairman King stressed the importance of implementing this program and the amount of funds we are losing daily.

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Item No. 12- Attorney Report-Board Chairman King called for the Legal Department Report to be given by Matthew Brown, the hospital attorney. Mr. Brown had nothing to report.

Item No. 13- Management Report- Board Chairman King called for the Management Report to be given by Kyle Magee, M.D.

Item No. 14- Public Participation –-Board Chairman King opened the floor for public participation.

The Providers requested to speak in Executive Session and the Board was in agreement. Claire McGuire provided details on the Foundation. The Foundation garage sale is schedule for March 5th. The cost to rent the space is $25.00. Board Member Knight and Mike Fussell recognized the Parish Council members that were presentat the meeting. Mike Fussell discussed the resolution for the line of credit. He stated that the Parish Council was reluctant to approve the resolution but after it was presented by the Chief Financial Officer, whoanswered all questions and the resolution was approved. Mike Fussell further stated that the Parish Council is concerned about what has been circulated within the community about his termination. Mike Fussell stated administratively there is a lot going with the hospital. Mike Fussell said the Parish Council thinks the Board of Commissioners needs to get a handle on it as soon as possible. We support this hospital and he thinks people in the room do as well. Mike Fussell stated that during his campaign heard repeatedly about the community supporting the hospital but there is a lot of frustration within the community. Mike Fussell stated that being on the Council he receives a lot of telephone calls and passes this hospital everyday because he lives right down the road. He encourages the Board to remedy the problems as soon as possible. Board Chairman King told Mike Fussell that the Board appreciates his comments. Board Chairman King stated that he wanted to address a couple of things Mike Fussell brought up during his discussion. He stated that we were disappointed that Michael Magee resigned as well but he did resign as for as he knows as to what Michael Magee has spoke to him about he gave no reason for the resignation. Michael Magee turned in his notice and was to work through January 22nd. Board Chairman King said he has heard several times since then, that he was terminated, it is hard to terminate a guy that has quit. Michael Magee wasn’t terminated. Basically what happened was that Michael Magee was asked to leave a week earlier than what his notice indicated. There were some checks that we wanted to clear the bank that has his signature on them and no further checks were to be written. Board Chairman King reported that in our Executive Session we are going to deal with some of the circumstance surrounding this event. We do appreciate your support. He told Mr. Fussell we are receiving calls as well by some members of the Council that are not true. Recently, we heard that it was in our minutes that Dr. Magee had struck a nurse which was being told by our Councilman. Board Chairman King said there is nothing in the minutes for the last two years and he has been on the Board the entire time since Dr. Magee has been the Chief Executive Officer. We need to be careful of what we repeat and what we say because some of that borders on deformation of character. That he wouldn’t appreciate people saying he had done that. A good policy is if you don’t know what you’re talking about then don’t say it, which is a good policy for anybody.