Resource Library

SAMPLE COMMITTEE CHARTER: EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE Overall Roles and Responsibilities

Almost all hospitals face the issue of not having enough money to accomplish everything they would like to. So how does the board pick among winning ideas when it can’t afford them all? The resources needed to support operations and implement strategic initiatives can far surpass those available.

Elaine Zablocki found that recruiting more minorities and women to the board takes new ways of thinking about, recruiting and orienting directors.

Many governing boards are frustrated because most board meetings and committee meeting agendas are so full of both important and routine business that little time is left over for interactive discussion and questions concerning highly significant or future-oriented strategy and policy issues.

Asset stewardship has long been a key board responsibility. As fiduciaries of a health care organization’s assets, governing boards are required to act in the best interest of the organization, ensuring that resources are used in a reasonable, appropriate and legally accountable way to meet community health care needs.

Hospitals and health systems generally employ more physicians than executives. At the same time itʼs likely that the board of directors spends far more time on compensation issues in the C-suite than on physician compensation and its associated regulatory and business risks.

Governing boards traditionally call executive sessions from time to time to discuss confidential, proprietary or personnel related matters in closed session. In recent years, however, the increasing emphasis on board independence and vigilance has triggered a new use for executive sessions.

This is the second in a series of collaborative leadership tools for CEOs. The first one presented a new model of collaborative leadership.This one focuses on clarifying trustees’ and CEOs’ expectations of each other. It includes a simple exercise for helping trustees and CEOs refine the way they work together.

Health care governance has entered a new era of heightened accountability, scrutiny and reform. This era imposes significant new burdens and challenges on boards and has raised the bar on what is required and expected of them. As a result, many boards are shifting their focus away from strategic leadership toward becoming compliant custodians.

As governing boards seek greater diversity in ethnicity, race, and gender, they face a significant challenge: how to successfully recruit women and minorities with pertinent professional backgrounds and governance skills, while other not-for-profits and corporations seek directors from the very same pool of candidates.

Today, slightly more than 50 percent of the nation’s hospitals identify themselves as being part of a health care system. Systems come in all shapes and sizes. Some are large and comprise many hospitals across a wide region, including, among others, nursing homes, physician groups and insurance companies

Collaborative Leadership: A New Model For Developing Truly Effective Relationships Between CEOs and Trustees is the first in a series of tools developed specifically for you, the hospital or health system CEO, to help you take the lead in dealing with this change in ways that will stabilize and strengthen relationships with your board.

The current challenges of healthcare governance have given rise to a growing debate about the issue of term limits for hospital and health organization board members. Are term limits a restrictive practice that leads to the loss of badly needed board talent, or are they an essential way of keeping boards from becoming stale and ineffective?

All state statutory and case law holds that directors of nonprofit, 501(c)(3), corporations must serve as stakeholder (owner) agents, acting in ways that protect and advance their interests. Legalities aside, this is the foundation of great governance. In order to fulfill this obligation, directors must discharge three legal fiduciary duties: loyalty, care and obedience.

A key governance design challenge in healthcare systems having multiple boards with parent-subsidiary relationships is specifying the most effective/efficient subdivision and coordination of responsibilities and roles among them. The questions that must be addressed are:

The following is intended to be an example that boards should adapt to meet their individual needs.

Note:The following is intended to be an example that boards should adapt to meet their individual needs.

Purpose: The hospital is committed to ensuring that it achieves standards of excellence in the quality of its governance and has adopted this policy describing the duties and expectations of directors. Application: This policy applies to all elected and ex-officio directors and is provided to directors before they are recruited for appointment to the board. Each director must confirm in writing that he or she will abide by this policy.

The following is intended to be an example that boards should adapt to meet their individual needs.