GHS-Philips Governance and Operating Framework Draft Summary
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The intent of this document is to layout a framework for the governance of the
proposed GHS-Philips partnership.
.
The purpose of the governance framework is to facilitate productive, open
discussions and ensure alignment of all GHS-Philips activities to the guiding
principles for this new model. Those key principles include:
•
Relationship should withstand leadership transitions
•
Shared decision making model to ensure continued equitable and mutual benefits
•
Frequent communications to minimize misunderstandings and surprises
•
Open, trusting and collaborative relationship consistent with principles of
compliance
This is a working document for use in our development discussions and is not
intended as formal proposal at this time
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Members:
GHS: GHS Executive(s)
Philips: A member of the Philips Healthcare Senior Executive Team
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Meeting Frequency
: Annually (or as frequently as necessary)
Overview
The GHS-Philips Executive Committee shall meet at least once annually, or as frequently as may be
necessary. It will consist of at least one member of the Philips Healthcare Senior Executive Team who will
be identified as the executive liaison to Georgia Health Sciences. GHS will appoint a one ore more senior
executives to the Committee based on its own internal governance structure.
The functions of the GHS-Philips Executive Committee shall be as follows:
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To ensure continued alignment on key strategic and performance points created as part of the
partnership
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To review the status of the relationship between GHS and Philips for the previous twelve months and to
review matters of strategic importance to HRRH
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When required, to provide a means of resolving disputes between the GHS member and Philips embers
and the MESP members of the Governance Committee
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To approve any materials changes to the contractual or financial terms of the agreement throughout the
duration of the term
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Members:
Senior Management Staff from GHS and Philips representing Clinical, General Management, Services, IT,
Finance, Legal and the PMO functional areas
Meeting Frequency
: Quarterly
Overview
A senior Governance Committee is the best vehicle to ensure on a continuous basis over the duration of the
agreement that the goals and objectives of the strategic alliance are implemented and realized according to
the agreement and in the spirit of the guiding principles.
The Governance Committee shall meet at least once quarterly, or as frequently as may be necessary, and
consist of members appointed by the Executive Committee and/or as required by the contractual terms.
Members will be senior management from both GHS and Philips representing key management, clinical and
functional departments and organizations. The Philips and GHS Operating Committee leaders will also be a
member of the Governance Committee and will be responsible for all reporting from sub-committees for key
program areas and actions assigned to those sub committees
The functions of the Governance Committee shall be:
•
To provide a forum for joint strategic discussion, considering actual and anticipated changes in the market
and business of both GHS and Philips and discussion of possible variations of the MES Agreement to
reflect such changes;
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The functions of the Governance Committee shall be:
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To consider and discuss continuous improvement opportunities and specific performance objectives for
the purpose of innovating and increasing the value of the agreement for both groups
•
To make recommendations to the Executive Committee on matters of strategic importance to the
relationship between GHS and Philips or when necessary to recommend material changes to the contract
or financial structure
•
Where required, to provide a means of resolving disputes between the GHS members and the MESP
members of the Steering Committee, informally and amicably, provided that where the members of the
Steering Committee are unable to resolve a dispute, such dispute shall be referred to the Relationship
Committee for resolution; and
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Members
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Philips Managed Service Project Manager (MSPM); identified GHS Operations Leader(TBD). The
respective GHS and Philips leaders of each operating sub-committee (Services, Technology Management,
Performance Improvement)
(Note: The MSPM may be one of the Philips sub-committee leaders)
Meeting Frequency
: The MSPM will be on-site per the terms of the agreement and work regularly with GHS
staff and identified operational leader(s). Formal monthly performance meetings and review swill be
conducted in addition.
Overview
The GHS-Philips Operating Committee is responsible for the daily and continuous coordination and
reporting of all functional team actively engaged under the GHS-Philips agreement.
The functions of the Operating Committee shall be:
•
Provide monthly performance reports to key GHS functional leaders per the key performance indicators
and project milestones
•
Ensure all actions agreed to by the Governance Committee are executed
•
Ensure that the performance requirements of each functional area are achieved or exceed the
requirements of the agreement.
•
Serve as the escalation point for all critical business and performance issues from the sub-committee
•
Identify areas for collaboration and performance improvement initiatives
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Identify, develop and manage risk mitigation plans
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Note: Additional functional subgroups may be added as part of the initial Agreement
or over the term of the Agreement at the direction of the Governing Committee
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Need to map the internal governance structures of GHS and Philips to this framework
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Owner: Dr. Rawson and Matt Bierbaum
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Integrate implementation and communication plans into this structure
•
Owner: Matt Bierbaum, Tammie Pinkston to draft
•
Need to determine how and at what level Philips personnel would sit on GHS Executive Committee or
other relevant committees.
•
Owner: Dr. Rawson, Matt Bierbaum, Luis Natal
•
Similarly, we will have to outline relevant on-going committees within Philips where GHS would be involved
on a continuous, on-going basis as a partner
•
Owner: Greg Nesbitt, Matt Bierbaum
Layout framework for governance of proposed GHS-Philips partnership, with key principles including shared decision-making, frequent communication, and open collaboration. Executive, Governance, and Operating Committees detailed for effective management and alignment.
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Presentation Transcript
GHS-Philips Governance and Operating Framework DRAFT April 11, 2012 1
Governance Structure Summary The intent of this document is to layout a framework for the governance of the proposed GHS-Philips partnership. . The purpose of the governance framework is to facilitate productive, open discussions and ensure alignment of all GHS-Philips activities to the guiding principles for this new model. Those key principles include: Relationship should withstand leadership transitions Shared decision making model to ensure continued equitable and mutual benefits Frequent communications to minimize misunderstandings and surprises Open, trusting and collaborative relationship consistent with principles of compliance This is a working document for use in our development discussions and is not intended as formal proposal at this time 2
Governance Structure Framework Executive Committee Annually Governance Committee Quarterly Operating Committee (or PMO) Monthly Technology Management Performance Improvement Services 3
Executive Committee Members: GHS: GHS Executive(s) Philips: A member of the Philips Healthcare Senior Executive Team (Comment: Based on the internal governance structure of GHS it may be appropriate to add 1 or 2 additional individuals representing the Physician Group and /or university) Meeting Frequency: Annually (or as frequently as necessary) Overview The GHS-Philips Executive Committee shall meet at least once annually, or as frequently as may be necessary. It will consist of at least one member of the Philips Healthcare Senior Executive Team who will be identified as the executive liaison to Georgia Health Sciences. GHS will appoint a one ore more senior executives to the Committee based on its own internal governance structure. The functions of the GHS-Philips Executive Committee shall be as follows: To ensure continued alignment on key strategic and performance points created as part of the partnership To review the status of the relationship between GHS and Philips for the previous twelve months and to review matters of strategic importance to HRRH When required, to provide a means of resolving disputes between the GHS member and Philips embers and the MESP members of the Governance Committee To approve any materials changes to the contractual or financial terms of the agreement throughout the duration of the term 4
Governance Committee Members: Senior Management Staff from GHS and Philips representing Clinical, General Management, Services, IT, Finance, Legal and the PMO functional areas Meeting Frequency: Quarterly Overview A senior Governance Committee is the best vehicle to ensure on a continuous basis over the duration of the agreement that the goals and objectives of the strategic alliance are implemented and realized according to the agreement and in the spirit of the guiding principles. The Governance Committee shall meet at least once quarterly, or as frequently as may be necessary, and consist of members appointed by the Executive Committee and/or as required by the contractual terms. Members will be senior management from both GHS and Philips representing key management, clinical and functional departments and organizations. The Philips and GHS Operating Committee leaders will also be a member of the Governance Committee and will be responsible for all reporting from sub-committees for key program areas and actions assigned to those sub committees The functions of the Governance Committee shall be: To provide a forum for joint strategic discussion, considering actual and anticipated changes in the market and business of both GHS and Philips and discussion of possible variations of the MES Agreement to reflect such changes; 5
Governance Committee (continued) The functions of the Governance Committee shall be: To consider and discuss continuous improvement opportunities and specific performance objectives for the purpose of innovating and increasing the value of the agreement for both groups To make recommendations to the Executive Committee on matters of strategic importance to the relationship between GHS and Philips or when necessary to recommend material changes to the contract or financial structure Where required, to provide a means of resolving disputes between the GHS members and the MESP members of the Steering Committee, informally and amicably, provided that where the members of the Steering Committee are unable to resolve a dispute, such dispute shall be referred to the Relationship Committee for resolution; and 6
Operating Committee (Joint PMO) Members: Philips Managed Service Project Manager (MSPM); identified GHS Operations Leader(TBD). The respective GHS and Philips leaders of each operating sub-committee (Services, Technology Management, Performance Improvement) (Note: The MSPM may be one of the Philips sub-committee leaders) Meeting Frequency: The MSPM will be on-site per the terms of the agreement and work regularly with GHS staff and identified operational leader(s). Formal monthly performance meetings and review swill be conducted in addition. Overview The GHS-Philips Operating Committee is responsible for the daily and continuous coordination and reporting of all functional team actively engaged under the GHS-Philips agreement. The functions of the Operating Committee shall be: Provide monthly performance reports to key GHS functional leaders per the key performance indicators and project milestones Ensure all actions agreed to by the Governance Committee are executed Ensure that the performance requirements of each functional area are achieved or exceed the requirements of the agreement. Serve as the escalation point for all critical business and performance issues from the sub-committee Identify areas for collaboration and performance improvement initiatives Identify, develop and manage risk mitigation plans 7
Operating Sub-Committees Technology Management Performance Improvement Services GHS: Facilities and Services management GHS: Clinical department and functional leaders GHS: TBD Members Philips: Philips Healthcare Consulting Engagement Manager Philips: MVS site manager Philips: Modality Sales , Service Management and Market Analysts Responsible for the provisioning of all medical equipment services per the Agreement (eg preventative and correct maintenance) Responsible for the governance and management of the Equipment Replacement Plan, Site Planning, Implementation Planning and Training Responsible identification, selection and management of all consulting and joint performance improvement efforts conducted for GHS by Philips Functions The more detailed functional activities of each area will be outlined by the workstream teams and included as part of the general Agreement Responsible for ensuring service performance achieves minimum standards of Agreement Note: Additional functional subgroups may be added as part of the initial Agreement or over the term of the Agreement at the direction of the Governing Committee 8
Related topics to discuss Need to map the internal governance structures of GHS and Philips to this framework Owner: Dr. Rawson and Matt Bierbaum Integrate implementation and communication plans into this structure Owner: Matt Bierbaum, Tammie Pinkston to draft Need to determine how and at what level Philips personnel would sit on GHS Executive Committee or other relevant committees. Owner: Dr. Rawson, Matt Bierbaum, Luis Natal Similarly, we will have to outline relevant on-going committees within Philips where GHS would be involved on a continuous, on-going basis as a partner Owner: Greg Nesbitt, Matt Bierbaum 9
