TRUSTEE GOVERNANCE &RE-ENGAGEMENT STRATEGY

JUNE 2, 2015

BOARD CONVENED AD HOC TRUSTEE GOVERNANCE COMMITTEE

Board Convened Ad Hoc Trustee Governance Committee

BOARD APPOINTED CO-CHAIRS OF AD HOC TRUSTEE GOVERNANCE COMMITTEE:

Carol A. Ammon – Christiana Care Trustee and former Christiana Care Board Chair

Phil S. Reese – Christiana Care Trustee; member of Christiana Care Board Investment Committee; Former Chairman of the Delaware Public Employees Retirement System

TRUSTEE AD HOC GOVERNANCE COMMITTEE MEMBERS:

Dr. N. Petrelli

Jamie Murray

Lolita Lopez

Penny Saridakis

Hon. Josh Martin

Carol A. Ammon

Phil S. Reese

CONTENT EXPERTS

Michele Schiavoni, Chief External Affairs Officer

Bill Wade, Corporate Secretary, Christiana Care Board of Directors

Brenda Pierce, Corporate Counsel

Jimi Reed, Executive Assistant Chief External Affairs Officer

Charles Elson, Governance Expert, Professor Legal Studies, University of Delaware

COMMITTEE CONVENES

Key Dates –

– July 29, 2013

– October 15, 2013

– December 13, 2013

– March 5, 2014

– April 2, 2014

– July 2, 2014

– October 1, 2014

– March 4, 2015

QUALITATIVE AND QUANTITATIVE RESEARCH

Trustee survey closes – October 2013

Trustee Focus Groups –

— December 18, 2013

— January 23, 2014

— January 30, 2014 Review Research Findings Christiana

Care

Governance Committee – May 19, 2014

Trustee Meeting – May 22, 2014

HIGHLIGHTS OF TRUSTEE FEEDBACK

Trustees surveyed: 303

Distribution channel: mail and on-line

Survey closed October 2013

Results statistically valid with more than 150 responses

HIGHLIGHTS OF TRUSTEE FEEDBACK

Survey Highlights

— Advocacy was primary responsibility

— Philanthropy was second responsibility

HIGHLIGHTS OF TRUSTEE FEEDBACK

Survey Highlights

— 8 out of 10 Trustees say they understand their role as a Trustee

— 6 out of 10 say their skills are being used adequately as Trustees

— 9 out of 10 say the amount of information they receive is “just right”

— 8 out of 10 prefer email for receiving Christiana Care information

HIGHLIGHTS OF TRUSTEE FEEDBACK

Survey Highlights

— Majority think the Trustee group is too large to effectively engage Trustees

NEXT STEPS

Create 3-year terms and assign Trustees in term/classes

Chair of Trustees becomes an ex-officio voting member of Christiana Care Board of Directors – completed

Seek Trustee advisory vote on new roles, responsibilities and expectations

Seek Board approval for any necessary bylaw changes to implement Trustee engagement strategy – 2015/2016

NEXT STEPS

Implement Trustee Engagement Strategy:

Trustee Manual

Launch Trustee website

E-access to participate in Trustee meetings

Trustee engagement meetings - May through October, 2016 to accommodate Trustees

NEXT STEPS

Implement Trustee Engagement Strategy:

Attendance mandatory at one of the meetings

Appropriate follow up for those few who cannot attend scheduled meetings

Self-Evaluation annually

TRUSTEE ROLES & RESPONSIBILITIES

In addition to Voting and Philanthropy Trustees are expected to participate in at least two activities under Volunteering, Advocating or Consulting.

TRUSTEE ROLES & RESPONSIBILITIES

Voting

— Trustees are responsible for electing the Officers of Trustees, new Trustees, and members of the System Board of Directors at the Annual Meeting of Trustees which occurs every year in early November.

TRUSTEE ROLES & RESPONSIBILITIES

Volunteering

— Trustees volunteer time and competence by serving on the Corporate Board, standing committees of the Board, subsidiary boards, ad hoc committees, centers of excellence groups, or participating in other Christiana Care related activities.

TRUSTEE ROLES & RESPONSIBILITIES

Advocating

— Trustees are expected to develop a working knowledge of the System’s mission and programs and their impact on the community so they can be effective ambassadors to peers, community leaders and other organizations.

TRUSTEE ROLES & RESPONSIBILITIES

Consulting

— Trustees with specific competencies or background relating to healthcare may be consulted with on an as-needed basis

TRUSTEE ROLES & RESPONSIBILITIES

Contributing Financially

— Trustees are expected to participate in philanthropic support of both the annual fund and capital initiatives in a manner commensurate with their ability to give.