Who Is an Independent Director?

The question, “Who is an independent director?” has received renewed interest because of recent revisions to the IRS Form 990. The IRS requires filing organizations to determine and state on the new Form 990 how many of their board members are “independent.”

This Governance Advisors column, reprinted on the Great Boards website (look under “Effective Governance Practices”) with the permission of The Governance Institute, explains the new IRS definition, argues that hospitals should adopt stronger standards for their audit and compensation committees, and discusses whether physicians on the medical staff may be classified as “independent” when they serve on the board.

New Issue of Great Boards Newsletter Addresses Clinically Integrated PHOs and Board Portals

The winter issue of the Great Boards newsletter is available now at GreatBoards.org. The issue features two articles:

  • Clinically Integrated Physician-Hospital Organizations (PHOs). PHOs are getting a fresh look as a vehicle to integrate hospitals, employed physicians and independent practices around quality and financial goals. Great Boards chronicles two clinically integrated PHOs—one of the longest running, Advocate Physician Partners (APP) in Chicago, and one of the newest, TriState Health Partners (THP) in Hagerstown, Maryland.

APP is a success story. It has contracts with 10 health plans and paid out more than $28 million in incentives last year to physicians who achieved quality goals in more than 30 improvement initiatives.

THP recently received a favorable ruling from the Federal Trade Commission as it launches a similar effort to unite the local hospital, employed physicians and independent docs in a clinical integration program.  THP hopes to sign contracts with local health plans that will reward providers for providing better care.

With payment reforms from Congress on the horizon, PHOs are coming back from the dead as a mechanism to align hospitals and physicians into accountable care organizations.

  • Using E-Governance to Make Board Work Easier. More and more boards are getting computer-savvy. They’re adopting so-called “board portals” to deliver materials to directors electronically and thereby expedite information flow between the hospital and its board, between subsidiaries and their corporate parents, and among board members themselves.

What is a board portal? It’s a Web-based, online workspace devoted exclusively to the board. It offers directors confidential access to board materials, past and present, and provides tools that make it easier to prepare for board meetings. In this article and an accompanying Buyers Guide (under “Current Issue”), my colleague and governance consultant Linda Battaglini talks to users, describes the 10 essential features of board portals, and compares four commercially available products. Don’t buy or build a board portal unless you read this!

Read and download the winter issue now.