Client profile: Large, independent Catholic hospital system in a northeastern city with two large boards for a system and hospital
Project type: Comprehensive governance assessment and restructuring
Challenges: Board bloat and confusing overlap: More than 50 people serving on one or both boards, leading to inefficiencies and confusion over "who's responsible for what?" Long-time trustees' were unwilling to give up influence. Newer directors were not interested in serving on a "show" board. New CEO wanted a board structure that reflected best practices.
Bader & Associates' solutions and results: Bader & Associates conducted a comprehensive assessment that examined governance structure and responsibilities, board composition, conflict of interest policies, committees, meetings, and many other board policies and practices. We worked through our findings and recommendations in a series of meetings with a Governance Task Force, and then facilitated two meetings with the full boards to seek their understanding and approval. A series of changes, including a single board structure, were successfully adopted and implemented. Bader & Associates also provided templates for new committee charters and other governance documents.
Client profile: System of seven hospitals (now eight) in two metropolitan areas, including an academic medical center
Project type: Comprehensive governance assessment and improvements to system and subsidiary governance
Challenges: Need to plan the "board of the future" as directors from the system's founding reached the end of their terms. Need to refocus the system board on more strategic issues and to focus subsidiary boards on heir quality oversight and community relations responsibilities.
Bader & Associates' solutions and results. Bader & Associates completed two governance assessments, for the corporate board and subsidiary hospital boards, respectively, over two successive years. The assessments concluded that the structural model was sound and had wisely shunned overly large boards and representational governance, but enhancements were needed in such areas as the board's role in strategic planning, enterprise risk management, succession planning for the parent board, and education and evaluation of subsidiary boards. The recommendations are now being implemented.
Client profile: Large, Southeast health system with a parent board for the system and tertiary care hospital, and subsidiary boards for rural hospitals, a foundation, and for-profit enterprises
Project type: Comprehensive governance assessment and enhancement
Challenge: Help a new CEO and a visionary, committed board to take a fresh look at governance structure and practices to ensure the board is following nationally recommended governance practices and is exercising effective strategic leadership and fiduciary oversight.
Our solutions and results: Bader & Associates was the lead consultant in a partnership with ACCORD Limited on this project. We reviewed a full range of board policies and documents, interviewed every corporate director and key leaders in management and subsidiaries, and brought our findings and recommendations to several meetings with the Governance Committee and full board. Some recommendations involved a shift from the traditional culture but the consultants helped educate directors about rising external governance standards and helped craft pragmatic solutions. As a result, the board adopted stronger policies to demonstrate board independence, clarified the parent board's reserved powers over the foundation and other subsidiaries, strengthened its oversight of quality and patient safety, and initiated a process to enhance board-medical staff communications.
Client profile: A community hospital in the Mid-Atlantic with a passive board that traditionally deferred to management – until it was surprised by developments under a prior CEO
Project type: Board self assessment and improvement process
Challenge: To help a new CEO and forward thinking Executive Committee to adopt contemporary governance practices, potentially including term limits, without alienating long-serving trustees and physicians accustomed to guaranteed, ex-officio positions despite potential conflicts of interest
Our solutions and results: Bader & Associates used The Governance Institute's Board Self Assessment survey to identify board policies and practices that differed from national norms and merited discussion at an educational retreat. The board agreed on a comprehensive Board Development Plan, and engaged Bader to work over nearly a year to implement a change strategy. The board successfully adopted a new role description, a transition to term limits, a new approach to physician membership developed in consultation with medical staff leaders, a new committee structure, and a leaner and more strategic approach to board meetings, among other improvements.
Client profile: Community hospital board in a Mid-Atlantic state
Project type: Education on the board's role in quality as part of a board self assessment process
Challenge: To help a new CEO, CMO and committed Governance Committee get the board more engaged in overseeing and supporting the hospital's strategic quality initiatives
Our solutions and results: Using The Governance Institute's Board Self Assessment survey, Bader & Associates helped the board to evaluate itself, and then we designed a board retreat to discuss the results, including a strong emphasis on the board's role in quality. We made a presentation on current improvement trends and identified eight specific practices boards use to set quality goals, monitor performance, incentivize management, and engage physicians fully engaged as partners. The board adopted a comprehensive Board Development Plan with a strong quality component.