Leadership,Mission Watch,

Inside UW Health,Mission Watch,One UW Health: A Plan for Integration

Process and Organizational Structure

Process and Organizational Structure - Inside UW Health, Mission Watch, One UW Health: A Plan for Integration


Who votes on integration? How do non-voting groups such as nursing have input?

Multiple UWMF and UWHC governance groups must vote in favor of integration for it to occur. This includes the faculty physicians of UWMF because UWMF bylaws require a positive vote by two thirds of the voting faculty physicians any time there is a substantive change to UWMF governance. The Boards of both UWMF and UWHC Authority must also vote to approve integration. The final required vote is by the UW Board of Regents. The UW Madison Chancellor must also approve the transaction. UWMF and UWHCA staff do not have a formal governance role, but we have tried to listen and plan carefully about how integration might affect them. As with any issue impacting either UWHC or UWMF, all staff are encouraged to ask questions and to provide feedback and ideas via their manager or through mechanisms such as the integration@uwhealth.org email address.

Will there still be CEOs of the individual operating entities? What does the executive leadership structure look like?

There will be one CEO and senior leadership council for the whole UW Health system. We anticipate that the leadership structure will also include executive administrators for the major divisions and components within UW Health.

When will there be an organizational chart of the integrated UW Health?

The highest level of the organizational chart, which is available on the integration web site, is the model we will work from post-integration. The goal will be to ensure that all current functions flow into that chart in a logical and efficient manner. The model will continue to be refined over time, with input expected from many stakeholders, including the new UW Health CEO.

How will the UW Department of Family Medicine (DFM) be impacted? Will it be impacted differently from any other SMPH department? DFM currently as its own "bubble" on the UW Health bubble diagram?

DFM clinics have already become integrated into UWMF operations and will move along with UWMF as we become integrated. DFM will remain a department of SMPH.

What is the Council of Faculty and what will their role be?

The Council of Faculty is a UWMF committee. Its members represent all clinical departments and are physicians not serving in administrative leadership roles. In the new organization, this council will become a health system committee, serving UW Health the way it now serves UWMF. Like the Council of Chairs, the Council of Faculty will have direct input into a Senior Leadership Council that will work the UW Health CEO to help set strategy and oversee operations and finances of UW Health.

On the organizational chart, what individual roles, functions and entities will be included under “UW Health System Administration?”

UW Health System Administration represents the large number of people who will be responsible for the day-to-day management and operations of the parts of the organization that fall under it. Examples would include facilities, information systems, nursing and patient care services, human resources and so on.

Will there be a consolidation or reduction of individual boards of directors, or will those remain the same? How does the decision making authority of a subordinate board, such as the board of SwedishAmerican Health System, change with integration?

The UWHC Authority Board and UWMF Board will continue to exist, with some modifications in the composition of the latter. The process of determining how new partners like SwedishAmerican are integrated in our system is already underway and will continue to evolve. Integration will streamline that process, but not affect it in a substantive way.

Will there be "buy out" or money transfer for the physicians?


Will an interim UW Health system CEO be named after the vote/approvals go through?

The CEO search will begin soon after legal integration occurs. We anticipate that the CEOs of UWMF and UWHC will continue to perform leadership duties until the UW Health System CEO is in place.

Once integration occurs, how will UW Health compare to other academic medical centers (AMC) in terms of its consolidated governance structure?

Many, if not most, of the AMCs in our class have already moved to a fully integrated model. Because of history and circumstances, our situation is unique and there is not an easily comparable model elsewhere.

Do we know what our consolidated financial picture will be (i.e., cash on hand, etc.)?

Maintaining strong financial status is extremely important. We are fortunate in being able to integrate from a position of fiscal strength. When we consolidate our financial statements, there will be changes in certain financial markers, but outside independent groups believe we will continue to be viewed as a strong organization. There is always the possibility that some investor groups could change our ratings based on consolidation, but if any changes occur, we anticipate they will have little impact on our overall financial picture.

Will the School of Medicine and Public Health ever fully integrate with MF and HC?

No. The School of Medicine and Public Health will always remain a component of UW-Madison.

Why a physician CEO?

A physician CEO is increasingly common among the leading academic health systems for a variety of reasons, including the value of a clinical background and perspective.

Who will select the CEO?

The Dean of SMPH will head a search committee composed of clinical and administrative leaders and UWMF and UWHCA board members. That committee will present the Authority Board with a single recommended finalist for its review and approval.

Will the UW School of Medicine and Public Health be included in integration?

No. UWSMPH will continue to be part of the University of Wisconsin-Madison. At the same time, the integration of UWHCA and UWMF will significantly strengthen and “hardwire” the relationship of UW Health and UWSMPH. For example, the legal agreement to create UW Health will address support for the school’s academic missions and will ensure a central role for the UWSMPH dean within the UW Health governance structure.

What is the legal meaning of integration?

After consideration of several possibilities, our leaders and legal teams have concluded that a “member substitution” model is the best way to move forward. In this model, UWHCA and UWMF continue to exist as not-for-profit organizations, with UWMF ultimately falling under the corporate direction of UWHCA. While everything about our discussions has been based upon a merger of equals, this model has been chosen, because it leaves undisturbed the state statute that formed UWHCA in 1996. Seeking to repeal or modify this law is considered a highly impractical effort at this time.

On what, exactly, will the UWMF faculty be voting?

The vote will be on the question of creating the new clinical organization with UWHCA as the substituted member of UWMF. The transaction documents will include a new Charter and Bylaws for UWMF, a description of the leadership structure of the new organization and a description of future funding support for the UWSMPH.

It is important to know that the vote will not address any decisions relating to how funds flow between the new UW Health and clinical departments or between the clinical departments. Nor will compensation plans be a voting matter at this time. There is a consensus that these matters will be addressed in a deliberative way once integration is accomplished, and with the input of a new UW Health CEO, UWMF and UWHCA Boards, the Clinical Chairs and the faculty.

Recommendations related to compensation plans and to funds flow within and between departments will be developed within UWMF and will require UWMF Board approval and approval by two-thirds of voting UWMF faculty before moving further in the governance process.

If the vote is for approval, the new UW Health will exist as of July 1, 2015, or thereabout. There will be no change in any of the financial structure that affects clinical departments or individual faculty until such potential changes go through the governance process described above.

This sounds like a “takeover” of UWMF by UWHCA. Is it not?

This has been a fundamental question that has been approached from many different angles in our discussions about the formation of a new organization, and we think that a practical answer to the question is “No.”

First, consider the UWHCA Board of Directors. Like all Boards of Directors, it has a fiduciary responsibility to the organization which it governs. Right now that is the University of Wisconsin Hospital and Clinics. In an integrated organization, that fiduciary responsibility would be extended to include all aspects of the organization, including the physician practice, and the practice’s responsibilities to the School of Medicine and Public Health. Individual board members and the boards on which they serve have a serious responsibility to recognize and serve the interests of the organization they govern.

Second, there has been agreement that the UWMF Board of Directors and the constituency it serves, will continue to have a robust presence in the new organization, attending to those matters that are relevant to the physicians and their departments. These would include the development of compensation, funds flow and retirement plans. Any significant changes in these areas will continue to require the approval of the UWMF Board of Directors and a two-thirds majority vote by the faculty, before being sent to the UWHCA Board for ultimate approval.

Third, we must remember that the current governance structure of UWMF is subordinate to the Board of Regents of the University of Wisconsin, which enables the existence of UWMF and has the power to modify or eliminate that existence. Over the history of UWMF, the Board of Regents has approved several changes in compensation and funds flow plans sent up from UWMF, and beyond the original charter to establish UWMF, has exerted no active influence over UWMF’s activities. It is worth keeping in mind that this Board of Regents may itself be transformed or replaced by a Public Authority structure, which may see fit to exert more control over subsidiaries like UWMF.

Finally, consider the distinction between formal governance structures and the day-to-day “operating governance” of an organization. Our clinical programs, regional strategy, flow of funds through the organizations and support of the academic missions are largely determined, not by our Boards, but by our executives, academic and clinical leaders. These leaders work together to create organizational operations with which our boards do not interfere, and to forge organizational strategies which our boards have universally supported. This integration is intended to create a much more effective “operational governance” structure that can better guide our operations and strategies.

Can I be assured that this integration of the clinical entities will not undermine our academic missions?

Yes. Integration has been modeled to ensure ongoing support for the academic missions in several ways:

  1. The Dean will play a prominent role as Chair or Vice-Chair of the UWHCA Board of Directors.
  2. The Dean will chair the Search Committee (and in the first search, appoint the Committee) for the UW Health CEO
  3. The Medical School Development Fund (MSDF) will be kept at least at its current level through the current model
  4. MSDF will become a responsibility of the entire integrated UW Health rather than only of UWMF
  5. Agreements have been reached by which current UWMF financial assets will be largely available for investment in our academic missions over a 10 year period
  6. Department chairs will occupy positions of authority and influence in creating agreements about the ongoing support of the academic missions