University Times

The latest draft bylaws and employment agreements for the new University of Pittsburgh Physicians (UPP) practice plan still don't go far enough in protecting faculty rights and the School of Medicine's academic mission, according to a faculty committee monitoring UPP negotiations.

UPP is being formed through a merger of Pitt's 18 previously independent clinical practice plans. It will be a nonprofit corporate subsidiary of UPMC Health System.

"Nobody is recommending that UPP not go forward. But questions remain as to how it is going to go forward," said Nick Bircher, a member of the ad hoc faculty UPP oversight committee elected by medical professors to represent their interests.

"Another myth is that there has been no progress" in discussions between the committee and UPP officials to resolve faculty concerns, Bircher said. "On the other hand, there are some items in the documents that still require changes, in the oversight committee's view." The Pitt and UPMC administrations and clinical chairpersons recently approved increasing the number of elected faculty representatives on the UPP board of directors from four to five, Bircher noted.

In an Oct. 31 memorandum to medical faculty, the oversight committee listed six other changes agreed to by UPP President Richard Baron (but not yet accepted by Pitt, UPMC and clinical chairs) — for example, revising employment agreements so a UPP physician can refer a patient to the best medical practitioners or facilities, regardless of whether they are affiliated with UPMC.

While UPP draft bylaws say there will be no interference in patient-physician relationships, previous versions of the employment agreement indicated that physicians would violate their UPP contracts if they referred patients outside the health system without prior approval from the UPP president.

In a Nov. 4 memo to medical faculty, responding to the oversight committee's memo, Baron said he "fully expects" the UPP board (representing Pitt, UPMC and the clinical chairs) to approve the six changes. Until that happens, the oversight committee considers the changes as proposed but not final.

Also in its Oct. 31 memo, the committee detailed what it called unresolved issues related to faculty salaries, UPP's legal status and financial structure, potential conflicts between Pitt and UPP policies, UPP board meetings, and distribution of assets should UPP be dissolved.

Baron responded to each issue in his Nov. 4 memo. For example: Regarding a possible UPP dissolution, the oversight committee noted that, "If this occurs, after all obligations are paid, the properties and assets of the corporation will be given to the UPMC Health System," as called for by the draft UPP bylaws.

"As the assets will primarily consist of the earnings of the faculty of the University of Pittsburgh, the committee questions why the assets will not be provided to support the educational activities of the School of Medicine." In reply, Baron acknowledged that faculty earnings "are certainly assets" to UPP and the medical school's clinical departments.

But most of those departments would lose money annually without financial support from UPMC, Children's Hospital and Magee-Womens Hospital, he stated.

UPMC "will be contributing significant capital to UPP at its inception and in the future. Further, dissolution of UPP requires the approval of the University as well, and certainly the University will not allow the dissolution of UPP without the appropriate allocation of assets," Baron wrote.

At this month's meetings of Faculty Assembly and Senate Council, Bircher described the oversight committee's remaining problems with the UPP documents, and distributed copies of his committee's Oct. 31 memo to medical faculty.

But Bircher did not mention Baron's point-by-point response — which provoked Executive Vice Chancellor Jerome Cochran to cry foul.

At the Nov. 9 Senate Council meeting, Cochran asked Bircher why he didn't distribute copies of Baron's memo, or at least tell Council members about it.

Because the oversight committee's memo was the one that had been discussed at the Assembly meeting (held the day before Baron sent his memo), Bircher replied.

Bircher offered to make copies of Baron's memo for Council members who wanted them. But he questioned the point of sharing some of Baron's responses, which he described as vague.

For example: The oversight committee complained that earlier drafts of UPP employment agreements would have prohibited faculty from discussing or distributing UPP "confidential information" — too broad a term, the committee said. Baron changed it to "confidential business information." "The committee did not see that as much of a change," Bircher said. "There's not a lot of social information, for example." But Cochran persisted. "Irrespective of disagreements over the quality of Dr. Baron's response and the meaning of the word 'business,' there had been a response," he told Bircher. "Why not share it?"

— Bruce Steele