Erlanger Board Finance Chairman Donnie Hutcherson said the board plans to be more transparent.
He said Erlanger's legal staff will review topics that might be covered in a closed meeting. He stated, "This will be based on a very conservative interpretation of applicable statutes and other guidance; therefore, more items will be discussed in open session."
Mr. Hutcherson also said that dinner meetings of the board prior to regular board sessions will now be open. The meetings, in which presentations have been made to the board, have been behind closed doors in the past.
The state attorney general earlier ruled that the Erlanger board violated the Sunshine Law in private discussions about bonuses for managers.
After that ruling, Erlanger held a lengthy open session to air issues about the bonuses, which were criticized by some legislators. The board reapproved the bonuses last week.
Here is Mr. Hutcherson's full statement:
"This evening, the primary objective of the Board meeting will be to continue the 'new and substantial reconsideration' of several resolutions addressing compensation. It is my intent that these resolutions come to a vote at tonight’s meeting. I am sure everyone recalls that at our February meeting we discussed and deliberated about three and a half hours on five proposed resolutions relating to compensation. That meeting included presentations from the Board’s compensation consultant, Jose Pagoaga from Sullivan Cotter & Associates, as well as the Chair of the Management & Board Evaluation Committee, Ms. Jennifer Stanley. Also, the opportunity was provided for questions and comments from the Trustees and from those in attendance.
For those who were unable to attend, video copies of the meeting were distributed and otherwise made accessible on the internet in order to ensure that every person who had an interest fully understood the resolutions before the Board. You will recall that the Board did not take action on the resolutions at the February meeting. The purpose of this was that I, as the Chair, wanted to make certain that all issues raised were fully vetted before asking my fellow Trustees for a vote and to afford adequate time for Erlanger’s constituents to think about their concerns and to have those concerns addressed if at all possible. I feel confident that the delay in final action was the correct decision for Erlanger and all involved.
"I would also like to update you on several significant changes that the Board has implemented this year to continue the efforts on improving communications and to provide for more transparency. For Board meetings and all Board Subcommittee meetings, each agenda is reviewed by Legal Services to determine which items, if any, are appropriate to be discussed in a closed meeting – this is based on a very conservative interpretation of applicable statutes and other guidance; therefore, more items will be discussed in open session. Additionally, the Board’s intent is to only discuss items in a closed meeting if it is essential to do so and it clearly meets this conservative interpretation of the law. As part of our increased communications plan, we are also videotaping all Board meetings and plan to post these videos on Erlanger’s YouTube channel. We will begin having open dinners to include Board members, the leadership team and guests each month. In addition, you will see changes to the Board Dinner so that they are open and include the leadership team and guests. We are working on the location and logistics and hopefully this will be accomplished by the next board meeting.
"That said and as I believe I mentioned several times during the February meeting, the continued success of Erlanger depends as much on good will and trust as it does on cash flow. What happens at Erlanger rightfully matters to every family in this region. I appreciate and respect that level of interest in one of this community’s greatest assets – as do my fellow Trustees. It is my hope that everyone’s concerns about these resolutions have been appropriately considered by this Board.
I hope my trustees are supportive of the initiatives that we are undertaking to be more commutative and transparent and I appreciate all you do for Erlanger."