Matt Ready

Dear Commissioners,

I am very concerned about your deliberations regarding a potential alliance between Jefferson Healthcare and OMC.  My concerns are as follows:

1.  Everything I have heard about OMC indicates that they have been under significant financial stress for many years.  I question whether their community supports their hospital district the way our community supports Jefferson Healthcare.  I am concerned that an alliance with OMC would primarily benefit OMC and put Jefferson Healthcare at financial risk. 

2.  I can understand that the details of a negotiation of a business alliance may need to be confidential.  However as a public entity I believe the commissioners have a duty to your constituents to keep us informed of major decisions you are considering that could impact the services you deliver to us and your ability to continue delivering those services in the future.  Discussing in general about potential business alliances (without naming names) and how such a hypothetical alliance could benefit the community is needed.  You have a fiduciary duty to us, your constituents.  You work for us.  You don’t work for your CEO.  He works for you. 

3.  I am concerned that the NDA that OMC required you to sign is in conflict with your fiduciary duty to keep your constituents informed of major decisions your are considering.  If so, you should withdraw from such NDA agreement and such discussions.  Your fiduciary duty to your constituents must come first.

4.  It appears you have held executive sessions without declaring a legal basis for doing so and discussed matters not authorized in executive session during such meetings.  If true, this is a violation of our trust in you.

5.  From the newspaper articles 2 members of your board have met with members of OMC.  It is not clear if a majority of the board was kept informed of these discussions but it appears one member of the board (Matt Ready) has been excluded from at least some of these discussions and some of the information. 

6.  We elect all of you to be our representatives.  We expect you will work together with respect and a collaborative spirit.  Disagreements will occur on elected boards.  It is important to provide dissenters an ability to discuss in public their concerns (again generically if necessary, without naming names).  It appears commissioner Ready was not allowed this opportunity to express his concerns during a public meeting. The way this matter has been handled (in secret) has created a dilemma for commissioner Ready.  While difficult, I think commissioner Ready has his priorities right.  His, and your, first duty is to your constituents and to follow the law. 

7.  I see the benefits for OMC in this arrangement.  They are getting multiple suitors for a business alliance and all discussions are held in secret.  Not all of those other organizations are necessarily public entities.  But you are a public entity and you need to remember to keep your constituents informed as to major decisions you are considering that could put Jefferson Healthcare at risk.  If there is potential value of such an alliance, you should share why you are considering such an alliance, again at least in a generic way without naming names or details.

8.  I see a second motivation for this alliance.  Mike Glenn would get another promotion and a significant pay raise.  Mike is a talented CEO, but in this case I question whether he is putting his own interests and OMC’s interests ahead of the community that he serves.

Jeff Randall