FILLER: Memorial Hospital adopts unification with MaineHealth

By Terry Leavitt

Conway Daily Sun

CONWAY — Memorial Hospital's board of trustees voted Wednesday in favor of “unification” with MaineHealth, changing the governance of the non-profit corporation to bring all member hospitals and medical service providers under one board and one budget.

MaineHealth includes North Conway's Memorial Hospital, along with Maine Medical Center in Portland and several smaller critical-access hospitals in rural Maine, which currently operate with separate budgets and are governed by 10 separate boards.

All 10 boards are slated to vote on the proposed unification before Dec. 7.

If eight of the 10 approve the plan, MaineHealth will go forward with it over the next year, working out details and getting regulatory approvals in Maine and New Hampshire, with the goal of coming under one board in January 2019.

Memorial Hospital and other MaineHealth members have been working on the proposal over the past year. During that time, the board and administration held a series of meetings with hospital staff, as well as hiring legal and financial specialists to consider the proposal and alternatives.

The hospital presented the plan to the public at a well-attended forum on Oct. 11.

The proposal has generated controversy in the community, with people expressing concern over loss of control and fear of losing doctors and services in the long run.

Board of trustees chair Laura Jawitz said Thursday that in addition to the comments expressed at the Oct. 11 meeting, the board received a smattering of additional letters and calls from people voicing concerns. She said there was an equal number of people writing to give their support for the plan.

None of those new comments brought any surprises, she said.

“All of the concerns were things the board has been doing due diligence on for a year,” Jawitz said. “There is nothing we hadn’t thought of or discussed.”

“I think the concerns and goals of the community are our concerns and goals," she said. "We consider ourselves to be part of the community.

“We all want to ensure that we have a hospital that serves the community with quality and as close to home as possible into the future. We want to ensure that the hospital will be here for years to come.”

Jawitz said the vote was taken by written ballot and received a two-thirds majority of the board, with 11 members voting.

According to a press release issued Thursday by Memorial Hospital announcing the vote, the new governance plan will help smaller hospitals by allowing resources to flow more freely across the system.

“Currently, each MaineHealth member must financially stand on its own, generating the revenue necessary to pay for the services in that particular local community," it said.

"In recent years, however, community hospitals like Memorial have come under mounting financial pressure. This has been caused in part by the migration of more complex procedures to major medical centers, which are able to leverage new technologies employed by highly specialized providers.

“Across the MaineHealth system, this has created uneven financial performance among member hospitals, threatening the ability of some community hospitals to continue to deliver needed care. Meanwhile, Maine Medical Center in Portland, the system’s tertiary care hospital, has seen growth in volume and in its bottom line as complex procedures have migrated there.

“A unified governance model would allow resources to flow across the system, better supporting the delivery of care in local communities.”

The press release, however, did acknowledge that the change does mean ceding many aspects of local control to a single board of trustees, and that concern generated a good deal of discussion in the valley and other communities served by MaineHealth members.

“We had a number of concerns that had to be addressed before we were willing to adopt this change,” said Jawitz. “We wanted to make sure the system board couldn’t take away services arbitrarily, and we wanted to know that, as a small New Hampshire hospital that is part of a Maine-based system, we would continue to have a voice.”

There are details of the proposal still to be worked out, and the release noted that the Memorial board plans to craft and vote on certain provisions before the matter is submitted to the state attorney general for review.

Jawitz characterized the provisions as “contingency negotiations that we are working on with MaineHealth,” but said she cannot discuss the details of the items under negotiation.

The unification proposal is also subject to a due diligence review by MaineHealth and its member organizations.

The proposal must also be reviewed and approved by the Charitable Trust Unit of New Hampshire’s Attorney General’s office.

According to the hospital press release, as part of that process, the Attorney General may hold its own hearing on the proposal in the community.

Jawitz said she supports the decision of the board and is confident the board has carried out a thorough due diligence process in reviewing the proposal.

“Given the alternatives, I do believe that it is a good choice. I really feel there are a lot of positives and opportunities,” she said, including the opportunity to fully leverage the scale and expertise of MaineHealth while keeping a strong local board to oversee the care in the valley.

Under unification, Memorial Hospital would continue to have a board with responsibilities to include formulating budgets and strategic plans, the credentialing of physicians and other providers as well as oversight of care quality, but budgets would have to be approved by the MaineHealth board.

The proposal also guarantees Memorial a representative on the system board for the first five years.

The press release noted that board makeup was a topic of extensive discussion among MaineHealth members, as leaders wrestled with the fact that providing that representation across the system creates a very large board that over time could prove unwieldy.

The five-year guarantee, along with a commitment to ongoing geographic diversity on the board after that time, was a compromise reached as part of the discussion among MaineHealth members.

Jawitz conceded that at this time that commitment to geographic diversity does not include a guaranteed spot on the board for a New Hampshire member (Memorial Hospital is the only New Hampshire member of MaineHealth).

“In the end, this came down to whether we wanted to build on the progress we’ve made,” Jawitz said. “MaineHealth has been a good partner since we joined the system three years ago. Joining with the other members gives us an opportunity to provide great care here in the valley in partnership with an excellent health-care system.”