Position Description for a Health System or Hospital Board Member

Legal Duties

The board has three legal duties:

  • A duty of obedience to the charitable purpose of the organization, a duty that should be demonstrable in all the board’s decisions.
  • A duty of loyalty, to act based on best interests of the organization and the wider community it serves, not the narrow interests of an individual or stakeholder group
  • A duty of care, to be diligent in carrying out the work of the board by preparing for meetings, attending faithfully, participating in discussions, asking questions, making sound and independent business judgments, and seeking independent opinions when necessary.


The role of the board is to govern, not manage, the organization. To that end, the board carries out four roles:

  • Establish the ends and goals of the organization
  • Make policies and decisions to support those ends
  • Oversee performance and exercise accountability for results
  • Build relationships with the organization’s key stakeholders.

Responsibilities of the Board

  1. Provide for excellent management. Select, support, advise and evaluate the chief executive officer.
  2. Establish executive compensation. Establish a compensation program for senior management and approve annual compensation for the CEO.
  3. Establish policies. Approve and periodically review major policies affecting the organization and the operation of the board.
  4. Approve strategic direction and monitor performance. Approve a mission, vision and strategic direction for the health system; approve a strategic plan; review and approve major transactions and significant new programs and services; and monitor organizational performance against goals.

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