FAQ | Mission Health Indep

Dogwood Health Trust is the non-profit private foundation whose purpose is to “dramatically improve the health and wellbeing of all people and communities of Western North Carolina”. Dogwood Health Trust uses the funds it received from the sale of certain assets of Mission Health to HCA to achieve that purpose.

Dogwood’s role, as it relates to HCA’s 15 commitments, is to monitor and enforce HCA’s compliance, and they engage us as Independent Monitor to evaluate compliance and report back to them.

There is a distinction between this independent monitor role for Mission Health and many other corporate monitorships. In other cases, the party being monitored often pays for the services of the monitor, whereas in this case, our independence from HCA means there is no risk of misaligned incentives or duties. In that way, the community can rest assured that we, as the Independent Monitor, will fulfil our duties to the maximum extent to ensure that HCA is held to the 15 commitments under our purview.

See Our Independence page for more information.

If you have any questions, please don’t hesitate to Contact Us.

#2 Does HCA have authority over the grants or investments that are made by Dogwood Health Trust with the proceeds of the sale transaction?

Dogwood Health Trust is the non-profit private foundation whose purpose is to “dramatically improve the health and wellbeing of all people and communities of Western North Carolina." Dogwood uses the funds it received from the sale of certain assets of Mission Health to HCA to achieve that purpose. Dogwood Health Trust has confirmed that HCA has no operational involvement, board or committee representation or any authority to direct its grants or investments.

The Asset Purchase Agreement addresses the expenditure of funds paid for the assets of Mission Health to prevent their use to support HCA’s competitors. This includes some restrictions on the kinds of clinical services and programs that Dogwood Health Trust can support through January 31, 2024.

For more information about the activities and investments of Dogwood Health Trust, please visit their website.

If you have any questions, please don’t hesitate to Contact Us.

Holding HCA Accountable

#3: What is being done to hold HCA accountable to its 15 commitments?

Each year, the Independent Monitor undertakes a formal evaluation process, of the prior calendar year’s activities, to determine whether HCA has complied with certain commitments it made when it agreed to acquire Mission Health. Our evaluation process is thorough, involving community engagement, input from the advisory boards, site visits, and review of supporting documentation and data. All of this feeds into our evaluation process. Using our detailed compliance checklist, we review facts and evidence to evaluate compliance with each and every component of HCA’s commitments that fall under our purview. More information about How We Work is provided on this website. The annual calendar of activities is available here.

While the formal evaluation process looks “backward” to the prior year, we also examine conditions at the present time. We engage with HCA / Mission Health as and when any concerns or questions arise, so we ask the community to keep engaging with us around current issues.

If we do find potential non-compliance, there is a prescribed process for it to be resolved, either by mutual agreement or through the dispute resolution process set forth in the Asset Purchase Agreement.

If you have any questions, please don’t hesitate to Contact Us.

#4: In your evaluation process, has the Independent Monitor found HCA to be non-compliant?

Our role as Independent Monitor is to evaluate HCA’s compliance against the 15 Commitments under our purview and advise Dogwood Health Trust, the party responsible for enforcement. For the latest statement from Dogwood Health Trust in relation to HCA’s compliance, please click here.

If you have any questions, please don’t hesitate to Contact Us.

#5: If HCA were found to be non-compliant against its 15 commitments, what is the recourse?

If the Independent Monitor were to find evidence of potential non-compliance with HCA’s 15 Commitments under the Asset Purchase Agreement (“APA”), we would advise Dogwood Health Trust, the party empowered with enforcing HCA’s compliance. While the APA prescribes the required process in great detail, a simplified summary is as follows:

Dogwood Health Trust would notify HCA of the potential non-compliance;
Dogwood Health Trust and HCA would have an opportunity to resolve the dispute by agreement, and if that fails, invoke the dispute resolution process:
- If Dogwood Health Trust raised an objection related to the Capital Expenditure Report, the dispute would be resolved by an independent accounting firm;
- The dispute resolution process for other matters involves the North Carolina Business Court or an arbitration process administered by the American Arbitration Association.

If you would like to review the Asset Purchase Agreement, it is available in our Archive.

If you have any questions, please don’t hesitate to Contact Us.

Community Engagement

#6: How does the Independent Monitor engage with the community? How can I get involved?

The community’s voice is very important to our work. We receive comments and feedback from multiple sources and every piece of information helps us to evaluate HCA’s compliance with its commitments.

Prior to the pandemic, we held seven in-person community meetings in early 2020. These forums helped us to establish a dialogue with individuals, community interest groups and local leaders. We have maintained many of these communication channels.

This year, due to COVID-19, we hosted a public webinar. One thoughtful community participant noted that for a large number of people in the Western North Carolina communities, the webinar format is not an effective form of outreach. We agree. Due to COVID-19 restrictions, the webinar and media outreach were an initial start, but we plan to be in communities as soon as safely possible for face-to-face engagement.

A link to a recording of the webinar is on our website (www.IndependentMonitorMHS.com). To be responsive to hearing-impaired and non-English speakers, a transcript of the oral presentation in English and Spanish is available.

Members of the public can also reach us directly via our online form, by emailing us directly (independentmonitor@gibbinsadvisors.com) or by following us on LinkedIn (Independent Monitor LinkedIn).

If you have any questions or suggestions for how we can improve our community engagement, please don’t hesitate to Contact Us.

#7: Does the Independent Monitor look at social media?

The Independent Monitor reviews local and national news outlets, as well as social media, in order to stay informed of and monitor key issues in the community. We are open to recommendations for social media sites that would help to enhance our awareness of community concerns. If you have any suggestions, please Contact Us.

The most effective way for community members to engage with the Independent Monitor - and ensure any concerns are picked up in our evaluation process - is via direct submission through our online form or by email to independentmonitor@gibbinsadvisors.com.

#8: Has the Independent Monitor considered diversity, inclusion and access issues in its process?

We include some of these considerations in our approach in that we, for example:

Engage with numerous community groups and local leaders who represent the interests of a broad base of the community.
Hosted seven in-person community meetings early in 2020, recognizing that in-person engagement that is local and convenient for community members is important – though we learned some lessons about the best time of the day to host meetings to increase access.
Publicize our community engagement activities widely being mindful of providing advance notice to the community.
Have used American Sign Language interpreters in our meetings.
Have set up quick and simple channels for the public to contact us via our dedicated email address and online contact form. Our website is an improved source of information, especially following its update in April 2021. We have also added an Independent Monitor LinkedIn page so we can connect to the community via social media.

That said, we received valuable feedback from the community in our April 7, 2021 webinar that we have taken under consideration. Here are some of the changes we have made:

One thoughtful community participant noted that for a large number of people in the Western North Carolina communities, the webinar format is not an effective form of outreach. We agree. Due to COVID-19 restrictions, a webinar and media outreach was a start, but face-to-face engagement is a better way to connect with people and is part of our plan moving forward.
To be responsive to hearing-impaired and non-English speakers, we have posted a transcript of the oral presentation in English and Spanish. For those unable to attend during the live webinar, we have made available a recording of the webinar and the associated presentation document.
Following a great suggestion by one of the participants in the webinar, “unconscious bias” training is now mandatory for all Independent Monitor team members.

This is not an exhaustive list; however, it provides a flavor of the efforts we are making to get better at incorporating important issues of diversity, inclusion and access into our work.

If you have any questions or suggestions for how we could improve our engagement with the community, please don’t hesitate to Contact Us.

HCA's Commitment to Provide Services

#9: What services is HCA required to provide?

The Asset Purchase Agreement (“APA”) requires that HCA keep Material Facilities open for at least 10 years, continue specified services listed in Schedules 7.13(a) and 7.13(b) of the APA, and continue Long Term Acute Care services at St. Joseph Campus for 2 years. A document summarizing the 15 commitments which details the services to be provided is available here.

If you have any questions, please don’t hesitate to Contact Us.

#10: Is the closure of Mission Health primary care clinics a violation of HCA’s commitments?

The Asset Purchase Agreement (“APA”) provides that Material Facilities must not be closed for at least 10 years, subject to certain conditions (see FAQ #19 and FAQ #20 for more information). Primary care clinics are not included in the definition of Material Facilities, nor is primary care or family medicine listed as a required service in Schedules 7.13(a) and 7.13(b) of the APA.

While the closure of primary care clinics would not be a direct violation of the 15 commitments, in our compliance evaluation we also consider whether changes in services that that are not protected have an impact on services that are protected.

If you have any questions, please don’t hesitate to Contact Us.

#11: How does the Independent Monitor evaluate HCA’s compliance with its commitment to deliver healthcare services?

In evaluating HCA’s compliance with its commitment to deliver healthcare services, we have to refer to the services listed in Schedule 7.13(a) and Schedule 7.13(b) of the Asset Purchase Agreement (“APA”).

We conduct a formal evaluation of HCA’s compliance each year, following a process summarized below:

At the end of April each year, HCA is required to submit its Annual Report which must summarize HCA’s compliance with delivery of the healthcare services listed in the APA. In addition to HCA’s Annual Report, we request, and HCA provides, additional information to support our evaluation process.
We have a detailed compliance checklist of every obligation.
We review data and evidence against each and every commitment in our compliance evaluation.
Information from the community informs our evaluation, providing context and guidance around certain areas where we may need to probe HCA / Mission Health for more information.
In our approach, we may consider whether changing a service that is not protected affects a service that is protected under the APA.
We also consider factors that underpin the ability to provide a protected service – for example having qualified and available physicians and clinical staff.

Our evaluation requires a nuanced examination of the facts and circumstances as well a review of data to determine whether HCA is delivering the required services as contemplated by the parties when they entered the agreement.

While the formal evaluation looks “backward” to the prior year, we also examine conditions at the present time. We engage with HCA / Mission Health as and when any concerns or questions arise, so we ask the community to keep engaging with us around current issues.

If you have any questions, please don’t hesitate to Contact Us.

Physician Retention

#12: When physicians leave Mission Health, is that a violation of the 15 commitments?

In performing our role as Independent Monitor, we always need to refer to the commitments as written in the Asset Purchase Agreement (“APA”). We note that there is no specific commitment under the province of the Independent Monitor that relates to physician retention.

While physician departures viewed in isolation would not be a violation of the 15 commitments, it is important information that informs our compliance evaluation.

Please see below (FAQ Question #13) for more information.

If you have any questions, please don’t hesitate to Contact Us.

#13: What is the Independent Monitor doing to look into physician retention and recruitment at Mission Health hospitals?

While there is no specific commitment in relation to physician retention or recruitment in the Asset Purchase Agreement (“APA”) under the province of the Independent Monitor, there is a natural link between physicians and HCA’s requirement to provide the services listed Schedules 7.13(a) and 7.13(b) of the APA.

Some of the factors we consider in our evaluation of HCA’s compliance with the APA as it relates to physicians includes:

Whether Mission Health has insured continuous physician coverage to deliver services protected under the APA, and if it has a plan to insure continuous physician coverage into the foreseeable future.
Physician departures where they directly provided services protected under the APA.
Physician departures that may have an indirect impact on the services protected under the APA.
Any relevant surrounding facts and circumstances to provide context to inform our evaluation.

If you have any questions, please don’t hesitate to Contact Us.

Clinical Quality, Staffing and Billing

#14: I had a bad experience during my stay at a Mission Health hospital. What is the Independent Monitor doing about care quality?

We sometimes hear concerns from the community about care quality at Mission Health hospitals. Certainly, meeting quality standards is essential to providing the healthcare services that form part of the 15 commitments in the Asset Purchase Agreement. Having said that, Mission Health is regulated by the NC Department of Health and Human Services and surveyed by accrediting bodies including notably The Joint Commission. If those organizations were to cite deficiencies, we will take that into account if it affects the 15 commitments.

Should you wish to report a concern to one of the regulatory agencies in North Carolina, this resource includes various agencies that the public can contact.

We have a process for what we do with the information we receive from the public. We log concerns, follow up for more information if necessary, evaluate the issues against HCA’s commitments and consider the information in our advice to Dogwood Health Trust. What we are not able to do is problem-solve all individual issues, such as what you might expect from a patient advocate. Our role is limited to the 15 commitments. Nevertheless, we encourage the public to share information with us and we will determine if the reported issues fall under our province.

Periodically we share the log of communications we receive from the public with HCA / Mission Health (with personal identifiers redacted), so that HCA / Mission Health is aware of community concerns and can take action to address them. We have updated our contact form so that you can elect to share your contact information with HCA / Mission Health so that they can follow up and address specific complaints that fall outside the purview of the Independent Monitor.

You also have the option to contact HCA / Mission Health directly using a special purpose email address in the event you have feedback you would like to communicate directly to HCA / Mission Health. For clarity, we note that the Independent Monitor will not receive emails sent to HCA since the account is managed by HCA / Mission Health and we are a completely separate and independent entity.

If you have any questions, please don’t hesitate to Contact Us.

#15: My bill [from a Mission hospital] is confusing. How can I get help?

We sometimes receive queries relating to patient bills. While it is helpful for us to hear your concerns and provides context for our evaluation, Mission Health System’s billing practices are not listed in the 15 commitments that fall under the province of the Independent Monitor.

For a concern that falls outside the purview of the Independent Monitor, you may wish to contact HCA / Mission Health directly at the following email address: contactmission@hcahealthcare.com. We are advised that anyone can send a message to this email address and HCA / Mission Health staff will triage the concern and direct it to the correct individuals involved in resolving any issues.

Please do not hesitate to contact the Independent Monitor in addition to contacting HCA / Mission Health with your concern, so that we can continue to monitor key issues. We note that we will not have access to emails sent to the above HCA email address, so please feel free to copy the Independent Monitor into your email to HCA / Mission: IndependentMonitor@gibbinsadvisors.com.

Should you wish to report a concern to one of the regulatory agencies in North Carolina, this resource includes various agencies that the public can contact.

If you have any questions, please don’t hesitate to Contact Us.

#16: I am concerned about staffing levels. Does the Independent Monitor cover this issue? Where can I seek help?

As Independent Monitor, we cover HCA’s 15 commitments as written in the Asset Purchase Agreement (“APA”). We note that there is no specific commitment that specifically relates to staffing levels. That said, we understand that staffing is essential to providing the healthcare services that are listed in the APA.

Mission Health is regulated by the NC Department of Health and Human Services and surveyed by accrediting bodies including notably The Joint Commission. Those regulators provide oversight around safety and quality issues. Additionally, the North Carolina Department of Labor oversees workplace health and safety. If those organizations were to cite deficiencies, we will take that into account if it affects the 15 commitments.

Should you wish to report a concern to one of the regulatory agencies in North Carolina, this resource includes various agencies that the public can contact.

We also note that periodically we share the log of communications we receive from the public with HCA / Mission Health (with personal identifiers redacted), so that HCA / Mission Health is aware of community concerns and can take action to address them. We have updated our contact form so that you can elect to share your contact information with HCA / Mission Health so that they can follow up and address specific complaints that fall outside the purview of the Independent Monitor.

You also have the option to contact HCA / Mission Health directly using a special purpose email address in the event you have feedback you would like to communicate directly to HCA / Mission Health. For clarity, we note that the Independent Monitor will not receive emails sent to the HCA email address provided since the account is managed by HCA / Mission Health, and we are a completely separate and independent entity.

If you have any questions, please don’t hesitate to Contact Us.

Uninsured and Charity Care

#17: Why has the charity care policy changed since HCA acquired Mission Health?

We did not ourselves participate in the Asset Purchase Agreement (“APA”) negotiation process, however we understand that the HCA policy was considered to be more favorable and accordingly, the APA required HCA to implement the HCA policies at Mission Health. The policy was included as Exhibit C to the APA.

The uninsured and charity care policy is available at Mission Health’s website: https://missionhealth.org/financial-services/financial-support/.

If you have any questions, please don’t hesitate to Contact Us.

You also have the option to contact HCA / Mission Health directly using a special purpose email address in the event you have questions or feedback you would like to communicate directly to HCA / Mission Health.

For clarity, we note that the Independent Monitor will not receive emails sent to the HCA email address provided since the account is managed by HCA / Mission Health, and we are a completely separate and independent entity.

#18: Has the Independent Monitor found HCA breached its commitment around charity care?

As part of its 15 commitments in the Asset Purchase Agreement (“APA”), HCA is required to implement and maintain the policy for uninsured and charity care that is attached as Exhibit C to the APA. See above FAQ #17 for an explanation of the background surrounding the choice of policy.

As of April 2021, we have completed the compliance evaluation for Year One of HCA’s ownership of Mission Health System (relating to HCA’s ownership during 2019). In that evaluation process, we did not find evidence that indicated that HCA had violated its commitment to implement the policy in Exhibit C. Our formal evaluation process for Year Two of HCA’s ownership (relating to 2020) will take place between May and July 2021.

We heard numerous concerns from the community that we factored into our evaluation process. As we have come to understand, the change in uninsured and charity care policy following HCA’s acquisition of Mission Health System was not well understood by the community and possibly not universally at Mission by physicians.

We found that the concerns shared with us indicated a lack of understanding of the new policy or highlighted dissatisfaction with the new policy, rather than evidence of HCA not properly implementing the policy that was included in the APA.

We continue to monitor this issue closely and it will always be a high priority for our work.

If you have any questions, please don’t hesitate to Contact Us.

Future of the Local Hospitals

#19: Is there any chance the local hospitals could be sold in the first 10 years of the agreement?

The Asset Purchase Agreement (“APA”) is quite complex, so we have provided a simplified response.

For the first 10 years of the APA (until 2029), HCA is not permitted to close or sell the local hospitals without the written consent of the respective Local Advisory Board and the Independent Monitor, unless an event of Force Majeure occurs that cannot be remediated within 6 months.

Force Majeure events are those that cannot be reasonably controlled by HCA and include acts of nature (including fire, flood, earthquake, hurricane, tornado, lightning or natural disaster, war, terrorist activities, sabotage, government prohibition, labor dispute, strike, lockout, partial or entire failure of utilities or other vital supplies).

So, in general, there is a chance that a Local Hospital could be sold but there are protections in the APA that mean HCA is not permitted to sell the hospitals in the first 10 years without first obtaining required consents.

If such circumstances were to arise as permitted by the APA that a local hospital was slated for closure or sale, it is further one of the 15 commitments that Dogwood Health Trust has a right – but not an obligation – to bid.

If you would like to review the APA, it is available in our Archive.

If you have any questions, please don’t hesitate to Contact Us.

#20: Are there any assurances that HCA will keep the local hospitals open at the end of the 10-year agreement?

The Asset Purchase Agreement (“APA”) is quite complex, so we have provided a simplified response.

After the first 10 years of the agreement (from 2029 onwards), HCA is not permitted to close the local hospitals without the written consent of the respective Local Advisory Board (Independent Monitor requirement expires after 10 years), unless an event of Force Majeure occurs that cannot be remediated within 6 months or a “Contingency” occurs that cannot be feasibly resolved.

A Contingency is defined in the APA. Examples of a Contingency are a local hospital no longer being financially viable, having inadequate qualified staff, a significant decrease in patient volume, certain changes in law, changes in needs of the community and failure to maintain certain quality levels.

If you would like to review the APA, it is available in our Archive.

If you have any questions, please don’t hesitate to Contact Us.

Independence

Accountability

Community

FAQ9

Retention

Quality

Charity

FAQ19

Future

FAQ1

FAQ2

FAQ3

FAQ4

FAQ5

FAQ6

FAQ7

FAQ8

Commitment

FAQ10

FAQ11

FAQ12

FAQ13

FAQ14

FAQ15

FAQ16

FAQ17

FAQ18

FAQ20