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Healthcare Professional Liability Insurance

Integrated Health Care Delivery Systems' Challenges

Bonnie Boone | June 10, 2000

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Stethoscope and gavel

There are more than 850 integrated health care delivery systems in the United States today, and they face many unique challenges and loss exposures. This article highlights some of the important issues that must be considered in managing their risks and structuring their insurance programs.

Close to 850 integrated health care delivery systems (IDSs) exist in the United States today. Currently, most systems are considered to be in an evolving state of integration as they attempt to provide a full continuum of services in a user-friendly, one-stop-shopping environment that eliminates costly intermediaries, promotes wellness, and improves health outcomes.

Markers of integration include strong physician-hospital links, coordinated systems of care, geographic reach, quality management, contractual capabilities, utilization controls, financial strength, organized oversight and economies of scale. An honest evaluation of just how integrated each component of a system is will determine the strategies necessary to contain its risks. The typically large size of organizations, the geographical distances and structural differences among components, and the differences in services and staff involved create formidable challenges to those responsible for risk management.

Skeptics have questioned the value of many integration efforts. The financial performance of hospitals affiliated with systems suggests only small gains in many instances. Proponents believe that attention to community health needs has improved but that new risks have been created as health care providers' roles and degrees of authority have changed, immediacy of access to health care has been reduced, and providers' freedom of choice has been restricted. As a result of these events, new avenues for potential errors and litigation to occur have emerged. Discussions surrounding the value and accountability of IDSs and the necessity for health plan regulation overall have emerged rapidly as priority issues on the President's current agenda. The review of the intended provisions of the Federal Employee and Income Security Act of 1974 (ERISA), in regard to states' rights to regulate the "business of insurance" and patients' rights to sue their managed care providers, complicates risk evaluations at this time. Medical malpractice risks, antitrust issues, negligent credentialing risks, employment practices liabilities, shareholders derivative suits, and directors and officers liabilities are among those areas that must all be carefully reviewed with the disadvantage of not knowing the clear direction of the law.

From a risk management perspective, the challenge within the IDS is to institute an integrated risk management plan. A good starting point in the risk assessment of an IDS is to be familiar with determinants of their success. For an IDS to be and remain successful, several actions must be taken by IDS leaders. Specifically, they should be engaging in the following strategies.

  • Identifying and aligning the key economic initiatives and incentives of the participating provider organizations
  • Expanding upon health system choices available to consumers and accurately gauging their preferences of delivery mechanisms
  • Partnering with an array of inpatient and ambulatory care support services such as home care, hospice, medical transportation companies, and wellness centers
  • Managing patients' care "from cradle to grave" along a continuum of care versus treating episodic illnesses
  • Providing strong operational management of the IDS by highly skilled personnel
  • Recruiting physician leaders
  • Evaluating information exchange capabilities
  • Identifying and resolving culture clashes
  • Analyzing financial integrity
  • Keeping on top of legislative developments impacting reimbursement policies, medical practice patterns, distribution of healthcare services, and tort reform
  • Identifying risks and handling claims
  • Developing and implementing quality of care and patient satisfaction measurements

As gaps in the potential for success are noted, measures to bolster weaknesses can be put in place. To do this, however, it is imperative that the risk manager is provided with the authority to effect change and that he or she is fully supported by the board of directors, top administration, and medical leadership of the IDS. Recognition of the risk manager's authority should be stated clearly in a formal, written statement that supports the quality initiatives of the organization and that is circulated throughout the IDS.

While all of the above activities are critical for the success of the IDS and the containment of risks, those discussed in this article include the evaluation of management strengths and weaknesses, physician support, financial integrity, and information exchange capabilities. Following a discussion of these topics, information will be provided regarding means to control risks via various insurance mechanisms.

Evaluating Management Strengths and Weaknesses

To form and operate integrated health care delivery systems successfully requires a great deal of commitment, leadership, and business savvy and can pose major challenges to even the most experienced health care executives. During IDS formation, many persons are asked to perform functions and tasks for which they have never been previously responsible. Activities may be handled awkwardly at first and, as a result, risks usually not present may emerge. To decrease the risk, it is important that empowered leaders begin to focus on the system as a whole rather than a conglomeration of independent organizations, e.g., physician practices, home care agencies, hospital clinics, etc. Flexibility and the ability to respond quickly to change is important and will continue to be so in the future as capitation and other new managed fee structures drive executives to redesign health care delivery systems to follow industry mandates and trends.

Buy-in to compatible goals and objectives and the ability for the mission of the organization to be carried out across all components will impact risks related to the management of the network. A critical determinant of success will be the ability of leadership to secure the participation of others to work toward the benefit of the entire system.

Risk management professionals can be helpful in evaluating the strengths and weaknesses of each network component based on the managers' credentials, past performances, commitment, attitude, and leadership skills. Suboptimal performers and persons uninterested in being team members can be replaced with personnel with stronger skill sets, if it is determined that their performance is not likely to change. From a risk management point of view, it is important to remember that even high performers may feel threatened by uncertainty and change and will be apt to perform at a subpar level. This reemphasizes the critical need for open lines of communication and ample dissemination of information to place workers at ease to the greatest degree possible in order to avoid accidents.

The extent of control the majority of physicians have had over their working environments and their degrees of autonomy has been severely impacted since the introduction of managed care. In prior years, doctors routinely developed very individualistic, independent styles of practicing medicine. These practice methods contrast significantly with those that are necessary to practice within the health care delivery system. Conforming to new rules and working in foreign environments are difficult adjustments for physicians to make. These changes require them to be flexible and adopt a new outlook on the delivery of health care.

Evaluating the mind frames of the physicians involved in the formation of an integrated health care delivery system is paramount to the establishment of a strong risk management program. Angry, confused physicians burdened by tasks they have had limited training to perform or desire to manage increases risks. Advising key executives of the potential for risk under this scenario falls within the realm of the risk manager's responsibility. Following the identification of this risk should be a recommendation for physician education addressing the advantages to them of joining forces with other network components. Advantages physicians may benefit from include cost-effective administration, improved access to other providers and support systems, access to a broader range of support services, financial strength and security, increased customer satisfaction, access to educational resources, ownership potential, increased market share, increased access to data and information systems, group purchasing discounts, strategic planning, and enhanced image in the community.

Analyzing Financial Integrity

The historic financial experiences of each component part of the integrated health care delivery system should be taken into consideration during the due diligence, financial forecasting, and budgeting processes. Premiums, products, managed care enrollments, mix of services, and provider and customer shifts then need to be analyzed and adjusted within financial reporting systems. Ongoing versus one-time expenditures need to be distinguished from one another and a means for benchmarking financial performance against quality indicators established. The risk manager should take an interactive role in identifying and analyzing risk factors that could follow the implementation of strategic imperatives. Unchecked, these areas of potential liability could negatively impact the bottom line.

Evaluating Information Exchange Capabilities

Inferior, incompatible, or duplicative information systems can pose serious risks within organizations providing health care services. The complexities of and variations among integrated health care delivery components exacerbate the potential for system problems, which can lead to the incomplete transmission of critical patient information.

Analyzing information systems and their ability to reach and serve IDS components is an overwhelming and expensive task but one that is critical for the system to operate optimally from financial, quality, and utilization standpoints. Lack of data is a significant obstacle to the development of a sound risk management program. Outlined below are several of the functions that information systems within IDSs should be designed to perform in order to yield information that will subsequently help to preserve financial assets and promote patient and practitioner satisfaction.

  • Facilitate member enrollment and determination of plan eligibility.
  • Demonstrate the proper administration of defined benefits.
  • Document the medical necessity of care including how, when, where, and how long it is given.
  • Measure the impact of cost sharing arrangements.
  • Maintain provider credentialing information.
  • Yield information regarding providers' adherence to payment policies and their responses to payment incentives.
  • Track the effects of treatment provided by measuring clinical outcomes.
  • Support member and provider relations by providing access to data that is necessary to answer member questions and that promotes the easy transfer of information among providers.
  • Produce management reports.
  • Provide decision support tools.
  • Collect and categorize adverse incidents and claims.

Structuring an Insurance Program

We have reviewed some of the risk management issues facing IDSs in the new millennium. Now we will examine some of the professional liability/errors and omissions (E&O) and risk financing issues that are important to IDSs.

Traditional lines of coverage that are a part of the IDS' portfolio are the following.

  • Workers compensation
  • Property
  • General liability
  • Automobile liability
  • Aircraft

Some of the less traditional coverages include the following.

  • Managed care liability
  • Directors & officers liability
  • Employment practices liability
  • Punitive damages wraparound
  • Managed care stop loss

Emerging exposures raise new coverage issues. Some examples include the following.

  • MSOs, PHOs, PPOs, IPAs, and other entities that have been formed to provide contracting leverage with managed care organizations (MCOs) require E&O coverage that is somewhat different from that required by a general acute facility. Their practices include peer review, utilization review, marketing, actuarial consulting and claims handling, and some other exposures. Are these all covered by the E&O wording? Antitrust exposures, denial of benefits, bad faith claims, and punitive damages all need to be addressed. Recent legislation in Texas and several other states consider utilization review as a form of practicing medicine.
  • In an age of technology, is the website that gives medical advice a media liability/telecommunications risk or an E&O risk with contingent and vicarious liability exposures?
  • Are physicians covered for their administrative duties within a managed care entity as well as their work at the hospital/facility?

The Integrated Product as an Option

Health care providers integrate for many reasons. From the insurance and liability perspective, risk financing for these entities has also been integrated. The motivating forces behind this integration include the following.

  • Overcoming the difficulties in segregating the liabilities within the system. There are gray areas and the exposures and liabilities are blurred.
  • Reduced administration. It is easier to negotiate with one insurer, to have one common expiration date, and to pay one premium.
  • The ability to leverage the marketplace. There may be one line of coverage that may not be as desirable to the market. Supporting business may make this line more palatable.
  • Premium credits based on the economies of scale.
  • More creativity on the risk retained, e.g., with a captive or trust.

Risk Financing

There are many ways an IDS can choose to secure its liabilities as it becomes more diverse. Most of the major health care insurers offer a comprehensive product to IDSs. Some examples include ERC's Hercules, AIG's Med Elite and PROCAP, Zurich Americas' Corporate Risk Solutions, and Zurich UK's All Lines Combined Aggregate. Some of those products have been more successful than others. Commercial primary first dollar insurance is available where IDSs do share in the risk. Other risk financing methods include captives, risk retention groups, and self-insured trusts. Captives and self-insured trusts appear to appeal most to IDSs. Questions that need to be addressed when considering these options include the following.

  • Should we be writing third-party business?
  • Is the basket aggregate the most appropriate option for an IDS in an integrated product?
  • Should we consider a loss portfolio transfer for past liabilities or incorporate them in our ongoing program?
  • Can we assume the excess exposure of our capitation contracts?

There are other nontraditional ways of risk financing. One example would be equity put warranty transactions. This method would be available for a publicly traded for-profit entity. The insurer and the insured enter into a transaction where the insured's stock and warranty value are negotiating elements.

As we move into the new millennium, IDSs are rethinking their approach to risk, as are most other organizations in the United States. Rather than focusing solely on hazardous forms of risk, enterprise liability seeks to address all forms of contingencies, events, and actions that might adversely impact the performance of the company.

Some issues to consider regarding risk financing options are the following.

  • Flexibility
  • Regulatory requirements
  • Tax implications
  • The inclusion of all lines of coverage

A thorough evaluation or risk assessment of the IDS' exposures and emerging liabilities should be a part of any risk management strategy. Here some of the points that should be on an exposure review checklist.

  • Before starting any physician program for your attending physicians, be aware of Stark or inurement laws.
  • Perform due diligence on all mergers and acquisitions.
  • Work and communicate with all risk managers or persons responsible for risk management. You will need to relay the risk strategy, policies on defense cost, etc., to all new entities.
  • Make sure policy wordings dovetail. Definitions and terms are important, in particular the definition of ultimate net loss, definition of occurrence, or when a claim is considered first made.
  • Make sure your claims management philosophy is adapted by each entity.
  • Check all contractual agreements and hold harmless agreements on all entities.
  • On the telemedicine risk, make sure there is a wrongful act coverage part as well as a medical professional section providing some form of bodily injury coverage.
  • Make sure your managed care wording provides contingent and vicarious medical malpractice.
  • Do you have consent to settle on the institutions' policies (given on most physician policies)?
  • Are the primary and excess coverages on concurrent forms? Be aware of dates of reporting and the dates of occurrences when there are different forms.
  • Be aware of regulatory issues that may affect the coverages needed. If you have a health plan, you need continuation of benefits coverage in the event the health plan is declared insolvent.
  • Make sure your insurer can accommodate your growth plans.
  • Be aware of fraud and abuse issues and compliance issues.


These are a few issues associated with an integrated delivery system from the risk management and risk financing perspective. New liabilities will continue to evolve. Health care providers are forging ahead into a challenging year 2000 with physicians in unions, fewer dollars to work with and technological innovations continuing to raise costs. Despite that background, many opportunities remain to turn risk into an advantage.

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