Winter 2013 Issue of Great Boards Exams Issues Executive Compensation Committees Should Address to Proactively Manage Risk

The winter 2013 issue of Great Boards is now available and features articles on recommended agenda items for a board’s executive compensation committee and considerations for boards when selecting their next board chair.

In “Agenda for the Executive Compensation Committee: A Guide for Minimizing Regulatory and Reputational Risk,” contributing author Timothy J. Cotter, Managing Director, Sullivan, Cotter and Associates, discusses 10 issues executive compensation committees should be addressing to proactively manage risk in the current environment. Governance expert Barry Bader, in his commentary “Choosing a Board Chair Amid Health Care Transformation,” discusses the rapid pace of change in health care organizations and six considerations boards should take into account when choosing their next board chair.

Determining peer groups for setting executive compensation, a key agenda item cited in Timothy J. Cotter’s article in the winter 2013 Great Boards, is discussed in more detail in a new article now available on the Great Boards website. In “Balancing Act: The Compensation Committee’s Role in Peer Group Selection,” authors Bruce Greenblatt, Michelle Johnson and Sally LaFond of Sullivan, Cotter and Associates, discuss key considerations for appropriately selecting peer groups. They also provide a decision tree against which board Executive Compensation Committees can compare their processes and learn more about best practices.

A new tool has been added to the Great Boards website—a case example of how a health care organization board can begin transforming its practices to govern more effectively in times of transformational change. Using the AHA’s Center for Healthcare Governance study, Governance Practices in an Era of Health Care Transfor­mationthe case example illustrates how a board can identify governance practices critical to future success and determine steps to implement them.

Board Oversight of Physician Engagement and Considerations and Strategies for Board Downsizing Featured in Fall 2013 Issue of Great Boards

The fall 2013 issue of Great Boards is now available and features articles on board oversight of physician engagement and considerations and strategies for board downsizing.

In “When Strategy Informs Structure,” author Mary Totten looks at Mercy Health’s 25-year journey toward physician integration, beginning as a hospital organization ‘loosely affiliated’ with physicians around selected activities to its current regional hospital-clinic organization structure — a journey which changed the structure of the organization and the system board.

A commentary piece from governance experts Barry S. Bader and Pamela R. Knecht focuses on eight practices boards can implement to undertake a successful downsizing initiative. These include recognizing downsizing is a change process and developing a compelling case for change.

In addition, two new tools have been added to the Great Boards website. The first is a model policy statement on nonprofit health system board accountability. The tool comes from a recent Center for Healthcare Governance monograph titled, “The Evolving Accountability of Nonprofit Health System Boards,” authored by Lawrence Prybil, PhD, F. Kenneth Ackerman, Jr., FACHE, Douglas A. Hastings, and John G. King, FACHE. The monograph contains a broader discussion on accountability and how nonprofit health system boards can demonstrate it. The second new tool is a sample board and committee meeting calendar courtesy of Pamela R. Knecht, president and CEO of ACCORD LIMITED.

Summer 2013 Issue of Great Boards Features Articles on Board Committees and Practices for Enhancing Their Effectiveness

The summer 2013 issue of Great Boards is now available and features articles on board committees and practices for enhancing their effectiveness.

In “A Unique Approach to Assessing Board Committee Effectiveness,” Mary Totten reviews the process and outcomes from a board committee assessment conducted by the Internal Audit Services function at Kaiser Foundation Health Plan, Inc./Kaiser Foundation Hospitals. The article also provides eight suggestions for boards interested in successfully adopting this practice.

Improving board committee structure and function is the focus of a piece by governance consultants Barry S. Bader and Pamela R. Knecht. Topics they discuss include committee size, composition, information and reports, performance assessment, system-subsidiary board committees and more.

In addition, three new tools have been added to the Great Boards website. Two are from Sierra Vista Regional Health Center – a quarterly mentor feedback form and a board orientation form. The last is a tool from Board Effect on board portal preparedness. This tool will help your board decide which portal is right for you by providing you with important decision-making resources.

Commentary on New Models of Governance; Article on Board Portals Improving Governance Effectiveness Featured in Spring 2013 Issue of Great Boards

The spring 2013 issue of Great Boards is now available and features a commentary piece on new models of governance, and an article on how board portals are improving governance effectiveness.

In his commentary piece on new models of governance, Barry Bader discusses how the changing landscape of health care is leading to a re-envisioning of board governance. He outlines how health systems are gravitating toward one of three emerging governance models or are “cross pollinating” key attributes from each to form a unique hybrid model. Bader provides a list of questions board members can use to evaluate their readiness for governing accountable, integrated care systems.

In her article “Board Portals: Are They Improving Governance Effectiveness?” Mary Totten talks with governance staff and board members about the impact board portals are having on governance. She provides a list of questions and suggestions boards and governance staff can use to evaluate implementing and sustaining their own use of a board portal.

In addition, a new crosswalk tool from Angela Carman, assistant professor at the University of Kentucky in Lexington, has been added to the Great Boards website. The tool compares the roles of hospital boards and public health departments and encourages collaboration between the two in assessing community health needs. It can be accessed by clicking here.

Information on a New Governance Study; Commentary on Applying Competencies to Determining Board Committee Membership Featured in Winter 2012/13 Issue of Great Boards

The winter 2012/13 issue of Great Boards is now available at and features information on a new governance study, “Governance Practices in an Era of Healthcare Transformation,” and a commentary piece on applying trustee competencies to determining board committee membership.

The governance study, conducted by the AHA Center for Healthcare Governance with funding from Hospira Inc., draws on interviews with 37 CEOs, trustees and clinical leaders from four health care organizations and analysis by an expert panel. It identifies transformational governance practices that can strengthen board capacity to guide hospitals and systems as they transition from volume- to value-based health care. The study report offers two sets of recommendations. The first set deals with bold moves boards can make to transform governance. These include ensuring board membership reflects the communities served and adopting governance best practices. The second focuses on bold moves boards and health care leadership can take to transform health care. These include understanding and overseeing continuous improvement in performance and broadening compliance and enterprise risk management. This particular issue of Great Boards reviews the report recommendations and features perspectives from panel members about how boards can take steps to implement study recommendations.

Barry Bader’s commentary reviews trustee competencies needed for effective participation in board committee work. He outlines a series of steps for boards to consider in implementing competency-based committee selection and includes a matrix of specific competencies boards should incorporate in determining the composition of the Finance, Quality and Patient Safety, Executive Evaluation and Compensation, Community Benefit and other board committees. They are:

  • Develop a concise list of competencies needed by each board committee.
  • Profile the capabilities of the present committee and identify “gaps.”
  • Consider the benefits of committee rotation and the future impact of board and committee turnover.
  • Consider multiple sources of committee members.
  • Use the competencies to plan education and development opportunities.

In addition, over the last few months a number of new resources have been added to the Great Boards website. These include:

Q&A: Physicians on Hospital Boards Featured in Fall 2012 Issue of Great Boards

The fall 2012 issue of Great Boards is now available at and features a Q&A with John R. Combes, MD, President and Chief Operating Officer of the AHA’s Center for Healthcare Governance, and Barry S. Bader, governance consultant and contributing editor to the newsletter, sharing their views on the implications of health care transformation for physicians on boards.

Combes and Bader discuss the traditional roles physicians have played on boards and why board service for physicians has become more of a challenge. They discuss how value-based health care will enhance the role of physician trustees as they apply their clinical expertise to determine what adds value to health care and what does not. They also discuss competencies boards should look for in physicians serving on boards and where hospitals and physicians are most likely to find common ground in governance. Other topics include:

  • Whether physicians on the active medical staff have conflicts of interest as trustees.
  • If employed physicians should serve on boards.
  • Common mistakes hospitals and medical staffs make as they change the roles and make-up of physicians on hospital boards.
  • Emerging best practices related to physician board membership.
  • How boards can best engage physicians to maximize their contribution to board service.

The article also includes a “do” and “don’t” list on physician trustee relationships with independent and employed physicians. Actions physician board members should take include communicating with the medical staff about the rationale for board decisions and how those decisions will advance the mission and encouraging the medical staff to choose leaders based on objective competencies and a collaborative work ethic, whether they are employed or independent. Combes and Bader caution physician board members to avoid undermining the board’s decision-making process or being apologists for the board with other physicians.

The home page of the Great Boards Web site also provides links to related resources for physicians in board and leadership roles.

Governing to Address Community Health Needs, Conflict Manager Featured in Summer 2012 Issue of Great Boards

The summer 2012 issue of Great Boards is now available at and features these two articles:

Governing to Address Community Health Needs: Deepening Board Engagement – Hospitals have long engaged in assessing community health needs and documenting their community benefit activities. However, new pressures and requirements, including expanded reporting through the IRS Form 990 Schedule H and more recent mandates included in the Patient Protection and Affordable Care Act, are compelling boards to become more knowledgeable about and engaged with their hospital’s community benefit efforts.

This heightened focus on hospital community benefit and community health needs assessment in particular is requiring boards to more fully integrate oversight for these activities into their governance structures. This article looks at four hospitals and health systems from around the country (Dignity Health; Presbyterian Intercommunity Hospital, Whittier, Calif.; Lancaster General Health, Lancaster, Penn.; and Good Samaritan Hospital, Kearney, Neb.) and what they’re currently doing through their governance structure, practices and board engagement with the community to address their community’s health needs.

For example, Dignity Health has revised its board orientation manual to include a comprehensive description of the organization’s community health commitment, policies and programs and provides questions boards can ask about hospital community health and benefit activities. Good Samaritan Hospital works with a community coalition of other health care providers and leaders from area businesses, government, schools, churches and civic groups to assess, prioritize and address community health needs.

Conflict Manager: The Board Chair’s Unsung Role – An important, yet seldom discussed role of a board chair is conflict management. This commentary by Barry Bader says the most common sources of conflict involving the board chair are related to doctors, trustees, the CEO, and the community. Bader describes conflict management as part art, part science and suggests five ideas on how leaders can best resolve conflicts. He also discusses the board chair succession planning process and steps on how to select a new chair.