BAIIB~DONELSON - jnaconline.com

1 BAIIB~DONELSON BEARMAN, CALDWELL&, BERKOW11Z, PC J. SCOTT NEWTON, SHAREHOLDER Direct Dial: Direct Fax: E-Mail Address: The Honorable Nancy Gregoire broward Health Board of Commissioners Chair, Compliance and Ethics Committee broward Health \ 1800 NW 49th Street Fort Lauderdale, FL 3 3 3 09 Dear Commissioner Gregoire: July 23, 2018 ONE EASTOVER CENTER 100 VISION DRIVE, SUITE 400 JACKSON, MISSISSIPPI 39211 BOX 14167 JACKSON, MISSISSIPPI 39236 PHONE: 601 . FAX: 601 . Due to your role as the Chair of the BH Board of Commissioners Compliance and Ethics Committee, we are writing to you to present findings regarding consulting services financial arrangements BH, through members of its senior management and others, entered into without following its CIA~required systems, policies, procedures, or processes or the requirements of the CIA.

2 THE IRO'S REPORT ON CONSUL TING ARRANGEMENTS I. INTRODUCTION Following the settlement by and between North broward Hospital District ("NBHD,11 "BH," or " broward Health") and the United States Department of Justice ("DOJ") on behalf of the United States Department of Health and Human Services ("HHS") (collectively the "government") to resolve allegations that it violated the Stark Law and False Claims Act by engaging in improper financial relationships with referring physicians, a Corporate Integrity Agreement ("CIA") was imposed on BH. It became effective on August 31, 2015 and is being monitored by the HHS Office of the Inspector General ("OIG"). Thereafter, BH was required to take substantial internal systems and compliance corrective action measures.

3 Those measures included the development of compliance policies, procedures, and processes as well as the engagement of an Independent Review Organization ("IRO"). Baker Donelson Bearman Caldwell & Berkowitz ("Baker Donelson" or "IRO") was engaged by BH and approved by the government as to its qualifications and independence to serve as the IRO. The Honorable Nancy Gregoire broward Health July 23, 2018 Page2 A. SUMMARY OF THE IRO'S FINDINGS In accordance with the IRO's CIA obligations, which are d iscussed with specificity below, the IRO's review of financial arrangement and compli ance matters were not discretionary. To date, the financial arrangements undertaken include: (1) Reliance Standard Life Insurance Co.

4 ("Reliance"), (2) Gallagher Benefit Services, Inc. ("Gallagher") (formerly, "Integrated Healthcare Strategies") and its subsidiaries or affiliates, i ncluding Insurance Point ("Insurance Point"), which served as the Third Party Administrator for Reliance; (3) AON Consulting, Inc. ("AON"), and (4) Chard Snyder and Associates, Inc. ( "Chard Snyder").1 More specifically, the IRO finds that BH's contractual arrangements with Reliance, Gallagher, Insurance Point, AON, and, apparently, Chard Snyder, failed to comply with CIA-required systems, policies, processes and procedures for initiating Arrangements and for the internal review and approval of Arrangements as required by the CIA. BH's settlement, which was one of the largest involving the Stark Law in American history, regarded contractual arrangements and remuneration.

5 The resulting CIA was put into place to ensure conective compliance measures, including systems, policies, procedures, and processes were implemented, followed, and became a part ofBH's culture. While it appears BH President and Chief Executive Officer ("CEO") Beverly Capasso, BH Senior Vice President and Chief Financial Officer ("CFO") Alan Goldsmith, BH Senior Vice President and Chief Human Resources Officer ("HR") Peter Nyamora, and BH Vice President, Human Resources Tory Drakeford have disregarded them with regard to at least five financial arrangements, the more sigriificant issue is the now years old systemic operational disregard for the compliance measures, which following the implementation of the CIA, were put into place and approved by the government.

6 As Certifying or Sub-Certifying Employees and Covered Persons under the CIA, each of them are "expected to monitor and oversee activities within their areas of authority" and certify, under penalty of false statement, to the government that their "job responsibilities include ensuring compliance .. with all applicable Federal health care program requirements, and NBHD policies, and .. have taken steps to promote such compliance. "2 More recently, BH senior management seems to have exhibited a willingriess to sacrifice compliance with CIA-required systems, policies, procedures, and processes relating to contract initiation and approval in order to meet operational goals and/or time deadlines. It is even more troubling that the catalyst and haste for some of the conduct regarded the CEO's contract and executive pay.

7 Under the CIA, the BH Board of Commissioners ("Board") has an ongoing obligation to provide "oversight of matters related to compliance" and each member has a legal obligation to certify, under penalty of false statement, to the government that "The Board of Commissioners has made reasonable inquiry into the operations of NBHD's Compliance Program." In this report, we are independently presenting facts based upon produced documents and interviews. 3 1 The financial arrangement with Chard Snyder was identified in a recent interview as not having complied with the CIA-required contract processes. So, it has not been reviewed. For now, we leave it to the Board and/or outside counsel to address. 2 Oddly, Cohen is not listed as a Sub-Certifying employee on documents reviewed by the IRO.

8 3 See IRO Certificate of Independence: The IRO conducted its review in a professionally independent and objective manner as defined in the OIG Guidance on IRO Independence and Objectivity and Generally Accepted Government Auditing Standards. BA KER., DONELSON BF.'\llM1\ , ('!\ I & l\~RKOWrrz, I'(' The Honorable Nancy Gregoire broward Health July 23, 2018 Page 3 B. SCOPE OF IRO'S REVIEW As part of its findings in the October 7, 2016 Arrangements Sy stems Review Report for \ the First Reporting Period and in its November 30, 2017 Arrangement s Systems Review Report for the Second Reporting Period, the IRO summarized "the most substantive and pervasive Arrangements Systems deficiencies" it found which included, among others, deficiencies in BH' s systems, processes, policies and procedures relating to the initiation, internal review and approval of Arrangements.))

9 Section A of Appendix B of the CIA defines the scope of the Arrangements Systems Review as: A review of BH's systems, processes, policies, and procedur es relating to the initiation, review, approval, and tracking of Arrangements. Specifically, Section A. 1-9 of Appendix B of the CIA id entifies nine enumerated categories for IRO review. Two of the nine categories are specifically applicable to the matters covered in this report: Process For Initiating Arrangements. "BH's systems, policies, processes and procedures for initiating Arrangements, including those policies that identify the individuals with authority to initiate an Arrangement and that specify the business need or business rationale required to initiate an Arrangement.

10 " CIA III. D. l .e. and Appx. B, Internal Review And Approval Of Arrangements. "BH's systems, policies, processes and procedures for the internal review and approval of all Arrangements, including those policies that identify the individuals required to approve each type or category of Arrangement entered into by BH, the internal controls designed to ensure that all required approvals are obtained, and the processes for ensuring that all Focus Arrangements are subject to a legal review by counsel with expertise in the Anti-Kickback Statute and Stark Law." CIA and Appx. B, broward Health adopted Compliance and Ethics Policies to ensure its compliance with the above CIA requirements. The BH Policies applicable to this review include: Policy No: GA-004-441 Physician and Non-Physician Financial Arrangement Review, Approval, Tracking and Monitoring.