Canada: Organizing An Ontario Health Team: Considerations When Creating A Governance Framework

Last Updated: September 13 2019
Article by Anne Corbett and Heather Pessione

Most Read Contributor in Canada, November 2019

The Connecting Care Act, 2019 (CCA) enables the designation of integrated care delivery systems, which are being referred to as Ontario Health Teams (OHTs). Once designated by the Minister of Health (Minister), the Minister and Ontario Health, the new province-wide agency that is taking on many of the functions of the local health integration networks (LHINs), will treat an OHT like a health service provider for the purposes of the CCA. This means that:

  • there can be a single funding and accountability agreement between an OHT and Ontario Health;
  • a Minister's integration order requiring an integration to occur may be issued to or in respect of an OHT; and
  • importantly, pursuant to a Minister's transfer order, an OHT can be the recipient of a transfer of any of the operations of a LHIN, including home care.

OHT participants will include a wide range of different for-profit and not-for-profit entities. The "getting started" model and the "at maturity model" will be self-determined by the team members. The Minister of Health (Ministry) is not prescribing a governance model for OHTs. While it is expected that OHT governance models will evolve over time, at maturity, the Ministry will want a governance model that will provide for a single funding and accountability framework and an organizational framework that can ensure the full continuum of integrated and co-ordinated care for a defined population.

Initially, entities will likely retain their separate autonomy and governance structures, while coming together in a collaborative or shared governance model or decision-making framework to enable achievement of the year one deliverables of the OHT. The year one model is expected to evolve as the work of the OHT expands, however, even at maturity, some OHT members may continue to have separate governance while participating as members of the team. Team member participation at maturity might be through shared governance (such as a joint executive committee), or through contract (such as a service or partnership agreement or funding agreements), or through other arrangements.

What will be important at maturity is to have a "team" structure that:

  • is stable;
  • operates under a common strategic plan with a central brand; and
  • delivers a continuum of integrated and co-ordinated care through a single fiscal and accountability framework with Ontario Health, with a view to achieving the Ministry's "Quadruple Aim".

The Ministry has set out the criteria for OHTs which can be found in the Ministry guidance documentation. The following criteria are particularly relevant when considering the composition of the governance/decision-making framework:

  • patients must be involved in the governance model (no guidance on how or what role);
  • physicians and clinical leaders are to be involved as part of the OHT's leadership or governance model; and
  • the model must enable the ability to add other providers.

There are key steps to forming an OHT:

  • identify team members and their level of participation;
  • ensure a shared commitment to the creation of an OHT among team members;
  • create a framework for decision-making; and
  • document the arrangements.

To assist OHT members in coming together, we have developed the following questions and considerations relevant to the creation of an initial governance model/decision-making framework of an OHT.

Step 1: Identify Participating Providers and Organizations and their Level of Involvement

At the outset, there may be many entities who wish to have a seat at the table. The level of involvement, including the levels of participation in decision-making should be addressed as a principled matter. It likely will not be feasible to design a single decision-making table with all who may want to be team members.

Ask these questions:

  • What is the target population at maturity?
  • Who are the players in your geographic area?
  • What scope of care/support are you interested in coming together to provide in year one?
  • Which providers and organizations are critical to that scope of care/support?
  • How will primary care be engaged?
  • How will patients be involved?
  • How will the LHIN be involved?
  • What is the role of:
    • local partners that have broader mandates (e.g., municipalities)?
    • partners that have narrower health-related mandates but larger catchment areas (e.g., province-wide service providers, voluntary sector; specialty facilities; provincial agencies, etc.)?
  • How can we keep all potential team members engaged?

Consider various levels of participation such as anchor/lead members, associates/affiliates or supporters/observers, who each may have various means of engagement. Participants may also move between categories over time.

Team Member

Role

Anchor/Lead Member

  • Year one decision-makers

Associate/Affiliate/Engaged

  • Consulted
  • Have input in decisions
  • May sit on sub-committees
  • May be involved in specific patient/client projects

Supporters/Observers/Community

  • Receive information
  • May attend periodic open forums to receive information and provide input

Practical Advice

  • Initially, the number of participants may be large. Larger teams may impede decision-making and lead to greater challenges in designing a decision-making framework. Studies show that smaller groups (7-12 participants) is optimum for decision-making.
  • Principles of inclusion, and considerations of models at maturity may lead groups to be inclusive.
  • As specific patient integration initiatives emerge, smaller implementation working groups will form with only those relevant participants engaged.
  • The model may need to contemplate various working, strategy and implementation groups to facilitate smaller decision-making forums while continuing to engage all interested participants in larger open sessions.
  • Some teams are beginning with fewer participants, particularly where the providers have a history of working together. They will more easily design the initial decision-making framework but it will be important to ensure the team and its structure facilitates expansion through additional participants as the scope of integration activities expands.

Step 2: Confirm Commitment to Participate and Guiding Principles

The Ministry's initial OHT readiness assessment did not require board approval of the signatory agencies, but did expect confirmation at the highest level of commitment possible. In many cases, the signatory to the readiness assessment was the chief executive officer or executive director. Ensuring that the participating boards are committed and understand the proposed process is a recommended best practice. This can be done through all boards passing a common resolution confirming commitment or it may be evidenced by a non-binding memorandum of understanding (MOU), letter of intent or other similar agreement that is approved by the boards of participating team members.

An MOU ensures that there is a "meeting of the minds" and there is a common agreement on various core elements that will lead to the formation of the OHT governance model/decision-making framework.

The MOU may:

  • identify team members;
  • if relevant, identify the various participation levels for team members and the implications of such levels;
  • confirm the vision to form an OHT that, at maturity, will provide the continuum of integrated and co-ordinated care for a specified geographic area and meet the Ministry's requirements of an OHT (single clinical and fiscal accountability framework);
  • confirm the team members' intention to:
    • work collaboratively to complete the full application process; or
    • if identified by the Ministry as "In Discovery" or "In Development", work collaboratively towards being asked to complete the full application process; or
    • if no readiness assessment was submitted, work collaboratively with a view to submitting a future readiness assessment.
  • set out any agreed core requirements and the process to achieve the Ministry's requirements for an OHT;
  • establish a working group for the purposes of completing the work for the full application or readiness assessment. This group may be charged with recommending a "getting started" governance model/decision-making framework. The model and framework may be set out in the MOU or left to the working group to determine. The parties may have decided to retain a facilitator or neutral chair and that may be set out in the MOU or left to be a decision of the working group;
  • commit to an initial set of guiding principles, which might include:
    • patient/client focus;
    • system approach (system ahead of organizations);
    • inclusivity;
    • equal voices;
    • consensus decision-making. (Note: There may be different decision-making principles once the structure is formalized);
    • trust; and
    • transparency.
  • agree to make joint approaches to third parties; and
  • agree on any cost sharing.

Practical Advice

  • Some groups may have moved beyond the stage of benefiting from an MOU, particularly if they have a history of working together and have formed a strong working group to submit a readiness assessment. In these cases, the group may be moving to formalize a decision-making structure as discussed at Step 3 below.
  • For groups that are farther away from being asked to submit a full application, the MOU may enable the identification of collaboration opportunities to provide more integrated care, and such integrations of care may be specific projects subject to their own definitive agreements involving subsets of the participants.

Additional Considerations: Coming Together and Building Trust

  • Is there a history of successfully working together?
  • Is there trust? Do steps need to be taken to build trust?
  • Can the team members do this on their own, or do the parties need to work with a facilitator to find a preferred model?
  • Are the team members coming together as equals?
  • What stakeholder engagement processes will be needed? Consider: patients, donors, volunteers, employees, local government, clients, other health services providers, etc.
  • How will the structure allow for the addition of new team members?

Step 3: Develop a Governance Model or Decision-Making Framework

The Ministry has asked applicants to describe their year one governance structure and whether it is transitional. If the team has not yet decided upon the structure, then it must inform the Ministry of its plan to formalize the working relationships among the team members, including:

  • shared decision-making;
  • conflict resolution;
  • performance management;
  • information management;
  • information sharing;
  • resource allocation; and
  • the extent to which new members can be accommodated.

The Ministry has indicated that current funding arrangements will stay in place and we assume that OHT participants will likely maintain their separate legal entities while coming together over a shared vision. It is possible that some entities with similar missions may voluntarily decide to integrate more formally but there is no requirement or expectation for that to occur at this stage.

There are a number of options available for the year one model, including:

  • committee or working group arrangement;
  • governing group established under a collaboration or joint venture agreement;
  • joint executive committee; or
  • single governance corporation supported by a membership agreement.

There are a number of considerations for designing the decision-making framework:

  • Composition:
    • Size of group?
    • Comprised only of representatives from Anchor/Lead team members? Management or board or both?
    • Will any neutral 'outsiders' be included?
    • Who selects?
    • Are designates/substitutes permitted?
    • How are patients/clients involved?
    • How are physicians involved?
  • Chair:
    • A neutral(outside) chair?
    • Rotating chair (annually or by meeting) or best person for the role?
    • Co-chairs?
    • Members pick from among themselves?
  • Decision scope:
    • Advisory or decision-making body or both depending on issue?
    • What requires a decision of the team member boards?
    • How are sub-committees established?
  • Decision-making process:
    • Defined consensus, or majority or supermajority?
    • Process to break a tie?
    • Quorum?
    • Meeting frequency? In person or electronic?
  • Dispute resolution:
    • Principles to avoid disputes from developing?
    • Process to resolve, including exchange of issue statements, role of CEOs and board chairs?
    • Mediation with neutral facilitator?
    • Does process vary depending on nature of dispute?
  • Form to follow function and evolve:
    • Periodic review?
    • Concept of governance in timeframes: 0-12 mo; 12-24 mo; 3-5 yrs?

Practical Advice

  • Whether a decision is made to create a governing corporation with a board of directors, to move forward with a less formal steering or collaboration committee, or something in between such as a joint venture management board or joint executive committee with decision making authority, there will be a group of individuals who are representative of the Anchor/Lead team members who come together to make decisions.
  • In some cases, the decisions may be within a scope that the team members have agreed can be made by that decision-making body and move to implementation, or they may take the form of recommendations back to the boards of the team members, or both. Different team member boards may have different levels of delegation to management. Where one team member board may require approval, another may not.
  • A determination will need to be made as to the role of the members of the boards of the team members. Are they receiving and reacting to reports from the governing body of the OHT or are they sitting as members of the OHT governing body? There may be a role for members of boards on a governance sub-committee or communication and engagement sub-committee. Given the nature of the year one work, we expect most OHTs will start with a decision-making group that is management-led.
  • Some models might involve a two-tiered structure with a governing body of the OHT comprised of board and management from team members with an executive management committee comprised of CEOs/CFOs/executive directors or their designates. The executive management committee would operate as an operational committee while the OHT governing committee would operate in a steering and oversight role. This structure provides for more board engagement but may not be as nimble in year one.
  • In addition, there will be a number of "working groups" or "task forces" that will need to be identified. Examples of these might include innovation, digital, governance, communication and engagement. They will provide an opportunity for involvement of participants within the geographic region who are not Anchor/Lead members. One option for board-level engagement might be a "Chairs Council" comprised of board chairs and vice-chairs.
  • Another important practical consideration is the documentation around implementation of specific patient care integrations. As the OHT decision-making framework identifies opportunities to integrate patient/client care, those team members involved in such opportunities may sign a "statement of work" or other implementation agreement to document specific arrangements. Only those team members involved in that particular integration would need to be signatories to that documentation; however, reporting and oversight would be the role of the OHT governing/decision-making body.

Additional Considerations: Communication and Engagement

Adopting a communication strategy early in the process is critical to keep key stakeholders informed and engaged. Some providers and organizations may adopt a process that allows questions to be submitted and answers published as a way of managing information and dispelling false or misleading information. The communication strategy needs to consider both internal and external stakeholders. Key questions to ask include:

  • To whom should we communicate and for what purposes?
  • What detail is required?
  • How often should regular update messages be provided?
  • How can we manage false or misleading information?

Step 4: Memorialize the Governance Model for OHT Development

Options for documenting the governance/decision-making framework for the OHT will include:

  1. Terms of Reference for a joint steering/collaboration committee and, if established, a joint executive management committee;
  2. Collaboration Agreement or Joint Venture Agreement or Governance Agreement;
  3. Joint Executive Committee Agreement with Terms of Reference for a Joint Executive Committee;
  4. Members' Agreement and by-laws (if a corporation is formed).

Considerations in determining which form of documentation is most suitable will depend in part on the degree to which the arrangements are formal or informal and binding or non-binding.

Documentation may be limited to what is required to reach decisions with implementation dealt with in separate agreements or statements of work with only team members involved in that project as a party.

Additional Considerations: Implementing Patient Centred Integrated Care and Resources and Risks

  • How will other working groups be established and what will be the reporting relationships?
  • How will specific patient/client initiatives be implemented? What documentation and support will be required?
  • How will the governance arrangement be supported?
  • What is being considered in respect of sharing or secondment of employees?
  • Are there any labour and employment implications?
  • Are there new risks/liabilities? Is there a need for a legal structure as a risk mitigation strategy?
  • Are all team members charities? Is tax advice required if assets are shared or payments or transfers made between parties? HST considerations?
  • What do the team members need to know about one another before proceeding? What due diligence is prudent?
  • Is stability an objective? Should there be a minimum term or an indefinite term with opportunity to re-visit at a fixed date (two years, five years, ten years)? Is the objective a term-limited structure or "an egg that cannot be unscrambled"?

OHT Potential Year One Governance Model

The following diagram provides a "Year One" governance/decision-making model that will allow for various levels of participation and enable implementation of integration for the year one targeted patient population. A description of this diagram follows below.

Overview of the Year One Governance Model

About BLG

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions