Bombshell Broward Health Non-Agenda Item stinks of insider Double Dealing

At Wednesday’s Broward Health Board Meeting (May 27/2015), it was announced that  corporate counsel Sam Goren, named partner of the highly respected governmental law firm of Goren, Cherof, Doody & Ezrol, P.A., , had given notice that he would resign as Broward Health’s corporate counsel.  No reason was given for this sudden resignation but it appeared to have been seemingly orchestrated by CEO Dr. El Sanadi and Board chairperson David DiPietro.

Following the ouster of Sam Goren,, a non-agenda item to replace the corporate counsel was walked on to the end of the Board of Commissioners formal meeting yesterday by Dr. El Sanadi.

'Now that we all agree on the agenda, a show of hands on how many want to keep it hidden.'

The non-agenda item was not noticed to the public, and it is unknown to what extent Dr. El Sanadi briefed individual commissioners of his plan to bring the General Counsel’s position inside (as opposed to an independent outside counsel) and to advertise, interview and hire Mr. Goren’s replacement within 30 days.   Some, but not all of the board members were apparently caught unawares of El Sanadi’s plan reminiscent of the putative sham “process” that was used to make him CEO (see post:  Innovative CEO NASK Forced Out, Politics Wins – We Loose!).

Sam Goren and his firm are a class act.  I know.  When I was chair of Broward County’s Management and Efficiency Study committee and later, the chair of Broward County Charter Review Commission, Sam worked as our independent counsel.  In four years, a collaborative effort with Sam’s learned guidance resulted in a completely re-written Broward county charter which now stands as a national model for county government.  Some of Sam’s innovations were the public’s bill of rights, and the mandated ethics code for all elected officials.  Sam would not and will not ever admit that he was forced to resign as corporate counsel, even when true, but he could not stay when his advice is neither solicited nor taken by a client.   His sincere request would be to “let it go”.  So I will respect his request with respect to his and his firm’s service.

bruce-eric-kaplan-right-now-i-m-dealing-with-all-this-spring-bullshit-new-yorker-cartoonHowever, the circumstances surrounding Sam Goren’s reputed ouster and the resulting actions of the Board and Dr. El Sanadi is another matter entirely. First the non-advertised, non-noticed walk on agenda item by Dr. El Sanadi absent a declaration of an emergency is indicative of the ostensible nonchalance disrespect El Sanadi holds the formality of the public meeting process and the public in general, let alone the Board Members themselves.  The agenda walk on item resulted in 4 actions by the Board seemingly carefully orchestrated by El Sanadi and DiPietro, each of which is an important public policy consideration that appeared to be considered in less than an offhand manner by the rest of the Board.

The First action was to revert back to the pre-outside corporate counsel model and move the corporate counsel’s position inside Broward Health.  As most past Board Members would remind the current board, having the corporate counsel inside Broward Health as opposed to being outside and free of undue administrative influence inherent with inside counsel was not only problematic but reputedly was one of the root causes of Broward Health’s current difficulties with the Justice Department.  Previous to the service of Sam Goren and his firm, the previous inside counsel was purportedly removed under a very dark cloud.  This should have been an important policy conversation for the Board, but as it was – not more than a few brief minutes was spent on it.

What should have occurred was a more thorough discussion and an agreement to advertise for proposals for both inside and outside Corporate Counsel for Broward Health.  Outside counsel proposals could identify firm resources and prices that could serve Broward Health.  Inside counsel proposals could identify the costs of establishing an internal Corporate Legal Counsel department.  The Board, armed with these proposals, could then evaluate the submittals and make a much more informed decision for the system.

Instead, no choices and no options were presented.  That’s what happens when there is little preparation or notice of an agenda item.

The second action was a determination of what the minimum qualifications for an inside corporate counsel should have.  Remarkably, even though Dr. El Sanadi has no experience hiring a corporate counsel for a large hospital system – he offered basic qualifications, which were not surprisingly quickly supported by DiPietro.  Together, El Sanadi and DiPietro Ying and Yanged the minimum qualifications on behalf of the Board – presumably matching a pre-determined but as yet unknown friend of theirs. The name I keep hearing is attorney Myla Ruth Reizen from Miami.

The third action was to establish a less than 30 day time period and process for the board to make this critical selection for the District beginning with advertising for the position today (Thursday, May 28th).

The fourth action was to establish a pre-selection process to determine who would be interviewed by the Board.  DiPietro offered to sacrifice himself for the greater good of the Board and agreed to select 5 semi-finalists apparently completely based only on his personal discretion.   Of course, it was conveyed that if any board member wanted to add a name to his 5 choices they could, but that would enlarge the scheduled interview time allotted past 7:00 pm on June 15th.   Wow!!

Workplace-CultureI wonder why they even go through a process when they (DiPietro and El Sanadi) seemingly already know who they want to hire.

Its yet another ostensible sham “process” from DiPietro and ElSanadi that stinks of insider dealing taking us closer and closer to the bad ole’ days of Broward Health corruption. How little they must think of the public they were appointed to serve!

OMG – Nabil El Sanadi’s First 5 Months!

I’ve taken a little time since my last post to talk with a few Broward Health Board members, some senior Broward Health physicians, and some notably well informed people who work for or with Broward Health.  The consensus picture they paint of Dr. Nabil El Sanadi’s first 5 months as CEO is peppered by his apparent arrogant administrative miss-steps, ‘discretionary’ spending seemingly more befitting a drunken sailor, a rumored lack of confidence vote by the medical staff, and ostensible team busting organizational paranoia that even by Broward Health standards is remarkable.  It appears that Dr. El Sanadi’s lack of experience as a CEO and possible narcissistic personality is threatening the very health of the Broward Health organization and its ability to overcome challenges and take advantage of unique opportunities to serve the health needs of Broward County.

DoAsISayAbsent transparency in Dr. El Sanadi’s actions, any public debate or even disclosure of his “strategic plan”, and the complete apparent absence of responsible oversight by Governor Scott’s appointed Broward Health board, we should all be concerned.

It is in this context that I decided to write Dr. El Sanadi the following open letter, and invite him to similarly respond.

Dear Dr. El Sanadi,

It is obvious that I have been openly critical of how you have appeared to have “bought” your appointment as CEO through your political connections and extensive political contributions as opposed to your experience and abilities to administer and manage one of the largest public hospital systems in America.  But regardless of how you arrived at your current position, here you are, and in spite of some putative initial missteps – you have the ability to change the criticisms to praise through your actions.

But first you have to lose your semblant paranoia, embrace the potential of the many diverse voices at Broward Health and have the personal strength of character to surround yourself with people who are smarter and more experienced then you are.   Learn to work with those that disagree with you.  Use their thoughts and energy to polish your ideas and vision.  Above all, make them feel secure in their candor.  Stop talking about being transparent.  Be transparent.  It’s ok to make some mistakes in the beginning.  It’s even expected.  Admit them quickly, bring people together and move on.  Be confident.  Embrace humility.

Understand that Broward Health is not a private hospital system that receives tax-assistance for indigent care, but rather an important public enterprise that not only exists to serve the public health needs of our community but also has grown to be an important Broward economic engine that must be protected.

last-resort-customer-serviceUnderstand that criticisms of you, your actions, and your conduct are not personal, but rather are job related, and goes with your public position.  Don’t be afraid to agree with your critics when they “accidently” get it right, and stop ostensibly promoting yourself and start promoting Broward Health, its 8,000 employees, and its future potential to more fully serve Broward County.  Your apparent self-promotion is becoming embarrassing, and way too political for a CEO.

That said, I would encourage you to complete some important initiatives that had started before you became CEO.  Two of more than 12 identified initiatives are:

  1. The establishment of an intensivist program at Broward Health Medical Center and Broward Health North ICUs. The previous 4 board of commissioners have supported this important standard of care for Broward Health and at the time of your appointment – there was ongoing, but incomplete negotiations for a program at Broward Medical Center. The intensivist program standard is, as you know, a board certified critical care physician on site (not on call) for every 15-24 occupied ICU beds.  It means that the highly qualified ICU nursing staff will never again have to tell a patient or family that they are waiting on doctor’s orders.  You should know that Broward Health will be among the last hospitals in Broward to adopt this standard of medical care for those most in need.  Further, every study on ICU care concludes that on-site intensivists saves lives.  The reverse is similarly true.  The absence of an ICU intensivist costs lives.
  2. Centralized credentialing of Physicians. Currently credentialing paperwork is centralized at the new Spectrum center.  That is only the first step.  The end game is that the credentialing committee should be comprised of the chief of Medical Staffs from each hospital, and once a physician is credentialed for any Broward Health hospital – they are credentialed at all Broward Health hospitals.  This will immediately create community viability for all of Broward Health, and address the seeming historic problems of particular specialty deficits at any given hospital at any given time.  As an accomplished clinician, this should be a no brainer for you.

Dr. El Sanadi, it been more than 5 months.  Ostensibly, it’s time to show more than your press clippings, and your political letters of support to the Governor.  Interviews and ribbon cutting just isn’t enough!  Do the job, and if you can’t – then go away.

If you wish to respond to this open letter, please remember that I published your vision unedited, and I will similarly publish your response unedited.

Sincerely,
Dan Lewis

poop-was-thereI’m trying to keep these posts a little shorter than some of my previous posts.  Here’s a peek about planned upcoming posts you won’t want to miss:

As Bette Davis said in “All about Eve”, “Fasten your seatbelts, it’s going to be a bumpy night. Stay tuned.

Just say No – How Not to Cancel a Meeting – Part 4

Dr. El Sanadi’s response to my public records request (see Part 3) flies in the face of his public claims of transparency as Broward Health’s CEO.  My El Sanadi public records request can be seen here.

Soon after I submitted my public records request to Dr. El Sanadi, Broward Health through their corporate counsel’s office hired a law firm to represent and respond on his behalf.  Although this is common, and given his position as CEO entirely appropriate, it did create a layer of delay and formality in the process.  The public records request response can be seen here (it is a very large PDF file -22 Megs).  Any redacted file or exempted record must be noted as specified by section 119 of the public records law.  This section states in part:

0317toon_ohmanCLRThis section further provides that if the person who has custody of a public record contends that the record or part of it is exempt from inspection, he shall state the basis of the exemption which he contends is applicable to the record, including the statutory citation to an exemption created or afforded by statute, and, if requested by the person seeking the right under this subsection to inspect, examine, or copy the record, he shall state in writing and with particularity the reasons for his conclusion that the record is exempt. 

Dr. El Sanadi’s exemption log can be seen here (PDF file – 42 KB).

To ensure that Dr. El Sanadi was given every opportunity to be transparent in his dealings with Broward Health, I sent his “Public Record’s” attorney the following request:

Let me know if you take the position on behalf of Dr. El Sanadi that his response to my public records request is complete, and that he has produced all the requested records in his possession and control, and/or asserted an exemption for their production in the exemption log.

Their response was:

Within the parameters of your request, there are no other records for which Dr. El Sanadi is an agency or custodian of public records. 

To the extent you are seeking his communications and other records with BSO, Fort Lauderdale, Sunrise and Tamarac in his capacity as medical director for those agencies, he is an independent contractor and not an agency or custodian of public records.  Each record you seek is in the possession of those agencies.  If you want those records, you can go to those agencies and request them.  Those agencies will exercise their prerogative to decide which records are exempt or exempt and confidential.  I urge you to review §§395.50 & 401.30, Florida Statutes.  With limited exceptions, none of which are applicable here, Art. I, §24 of the Constitution and Chapter 119 place the responsibility and burden of compliance on government agencies, not on individual citizens.   

sunshine-law-2The issue and the point of my public records request was to provide Dr. El Sanadi an opportunity to be transparent in his contractual dealings with Broward Health.  Specifically, Paragraph 6.3 of his employment agreement provides in part that he “agree[s] to refrain from any other service or employment which would restrict his ability to devote his full time to employment as President/CEO”.  Further his agreement allows him to be a board member of any organization that does not create a conflict prohibited by Chapter 112, Part III, Florida Statutes.   You will recall that, according to public corporate records, in addition to being the highly paid medical director for the Broward Sheriff’s office and the cities of Fort Lauderdale, Sunrise, and Tamarac, Dr. El Sanadi is an officer and/or board member of the following active corporations:

  • South Florida Fire Rescue Medical Directors’ Association, LLC
  • N & L Services, Inc.
  • Total EMS, Inc.
  • El Sanadi Holdings, LLC
  • Green Harbor Company

In addition to these outside duties, he is allowed to work in the emergency room for 4 hours per week.  Now, no one questions Dr. El Sanadi’s abilities as a distinguished emergency medicine clinician, but all these other non-Broward Health duties, responsibilities, and contracts raise the issue of Dr. El Sanadi’s ability to faithfully fulfill his contractual obligation to be a full time CEO for Broward Health.  Further, flying in the face of his constant assertion of transparency is Dr. El Sanadi’s refusal to produce the requested documents putatively knowing full well that, at the very least – in the case of the medical directorship contracts – they are certainly public records.

Finally, Dr. El Sanadi’s refusal to be transparent about his private businesses is troubling at best.  See my previous post “Has the Office of Inspector General seen Dr. El Sanadi’s CEO Contract with Broward Health? “. Perhaps what is more troubling is that the members of Broward Health’s Board of Commissioners are apparently not asking these questions!

Exemptions

wonthurtmeThrough his attorneys, Dr. El Sanadi has claimed many exemptions to the public records statutes.  He, through his attorneys,  has taken an over-broad position, which is ostensibly contrary to the mission of Broward Health and the public good, but completely consistent with the seeming attitude what happens at Broward Health is none of the public’s business (see my post – “It’s none of your business! Really?”).

Once again, instead of simply responding transparently, Dr. El Sanadi evidently plays games.  Perhaps if he had just provided the records, the issue would be closed, but instead he obfuscates the issue to the extent that it seems that he must be hiding somethingThere are people who walk the talk, then apparently there is Dr. El Sanadi.  He should not be allowed to even say the word “transparently”!

Clearly, thanks to Dr. El Sanadi’s ostensible evasionthe issue of his contract, his companies, and his outside employment is far from over.  Stay tuned!