Contract for new Health P.E.I. CEO includes non-disparagement clause

Health Minister Mark McLane says a non-disparagement clause innew Health P.E.I. CEO Melanie Fraser's contractis "standard practice" and "quite common," although he can't explain why no such clause was included in the contract with herpredecessor.

As first reported by The Guardian, Fraser's contract with the province does not allow her to "make any statements that defame or disparage the personal or institutional reputation, practicesor conduct of the employer, government or any of their respective representatives."

A copy of the contract, which is dated Feb. 19, 2024, was obtained through Freedom of Information legislation.

The prohibition "extends to statements made verbally, in writingand by electronic means, including but not limited to statements made on social media."

The former CEO of P.E.I.'s provincial health authority, Dr. Michael Gardam, left after what became a very public spat with the provincial government over its decision to support a new medical school on UPEI's campus inCharlottetown.

Speaking to reporters Tuesday about the non-disparagement clause, McLane said it would not prevent the new CEO from publicly disagreeing with government on health-care issues.

"I think she's been frank about the challenges that we have. I think she's proven that accountability and transparency is very important to her," McLane said.

He added: "It's unfortunate that our previous CEO's relationship [with government] deteriorated."

Gardampublicly expressedworries, as did groups such as the P.E.I. Medical Society, that the province's beleaguered health-care system would not be able to support the new medical school at UPEI.

During a sometimes-tense appearance before the province's health committee in early 2024, Gardam was asked if the premier's office ever told him to "stand in line" or "get on board" with government policies or direction.

Gardam replied that he had been told that, predominantly with regard to the medical school.

"I've struggled with that, because I see the risk, potentially, to the health-care system in the way that we're doing this," he said. "That's when I decided, you know, it's my time to go."

There are many times I wish it was me, but he actually retired.Premier Dennis King, when asked who had told Dr. Michael Gardam to go

Gardam came under fire from government during the meeting, with cabinet minister Steven Myers accusing him of lying to the public about plans for the intensive-care unit at Summerside's Prince County Hospital.

The next day,Gardam who had already made the decision to step aside but was staying on to help negotiate a new contract with the province's doctors said he had beentold he wouldn't be doing any more work with Health P.E.I.

When asked in the legislature a month later who had fired the CEO, Premier Dennis King responded: "There are many times I wish it was me, but he actually retired."

Perceived lack of independence

Last week, P.E.I.'sauditor general released a report raising concerns about salary increases for top-level executives that occurred under Gardam's watch, although the CEO's salary was not among those flagged for concerns.

Premier Dennis King talks land protection, Health P.E.I. salaries and immigration

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The fall sitting of the P.E.I. Legislature is resuming, and CBC News: Compass host Louise Martin sat down with Premier Dennis King recently to talk about what to expect. A note: CBC News reached out to former Health P.E.I. CEO Dr. Michael Gardam to respond to the premier's comments about the auditor general's report on salaries negotiated during his term. Gardam said he will not be commenting at this time.

McLane referenced that report when asked about the non-disparagement clause in Fraser's contract, saying"our Crown corporations are mandated to operate a certain way That is the process they are meant to work and govern."

Gardam's departure reignited long-simmering concerns about a perceived lack of independence at the provincial health authority.

A year before Gardam left, Health P.E.I.'s board chair Derek Key resigned, citing, among other concerns, the inability of the health authority to operate at arm's length from governmentwithout direction "by politicians who face four-year election cycles."

CBCNews reached out to Health P.E.I., seeking comment from Fraser. She was notmade available for an interview, but a spokesperson sent a statement late Wednesday.

The statement quoted her as saying: "Non-disparagement clauses are common within employment contracts. The CEO of Health P.E.I. is expected to provide care to all Islanders and not disparage the organization and its people.

My job is to build up this organization ... Doing so does not prevent me from commenting on the challenges we face or issues that arise.Melanie Fraser, Health P.E.I. CEO

"My job is to build up this organization to provide the best care possible for all Islanders. Doing so does not prevent me from commenting on the challenges we face or issues that arise. I am committed to being transparent and accountable as I tackle this important job."

Fraser added thatshe feels free to raise any concerns to Health P.E.I.'s board, the health minister, the premier, the auditor general, the attorney general, and any other authority, saying: "The non-disparagement clause does nothing to interfere with that."

Gardam, now a faculty member at the University of Ottawa, told CBCNews via email that "as a general rule, if one doesn't agree with one's boss, and the issue is very important, in my mind the only choice is to resign."