Community Health Centers –Governing Boards That Do Their Job – Part 2 -

Community Health Centers –Governing Boards That Do Their Job – Part 2 -
Strengthening Community Health Center Governing Boards

In our prior post we discussed:
We have a right to expect more from governing boards of community health centers. The system of checks and balances between governing boards and executive teams has, in too many cases, disintegrated. We are seeing that many governing board members are demonstrably unqualified, abjectly remiss, or simply too cozy with their executive directors.

Clearly, we must strengthen these governing boards.

Some measures must include:
Splitting the role of chairman and executive director;
Eliminating "staggered" boards, which allow for only a minority of members to be elected in any one year; and
Giving stakeholders the right to propose board members and resolutions.


Nonexecutive Governing Board Members

Nonexecutive community health center governing board members are in a legal fiduciary relationship to stakeholders and patients.

Community Health Center governing boards have a fiduciary responsibility to oversee management. The governing board chairman is the stakeholder’s main, and, ofttimes sole, visible, representative.

Chairman and Executive Director – Too Close?

How can the chairman oversee the Executive Director, if they are so close personally and so dependent upon each other, that, in effect, their job is one and the same? Splitting the Chairman’s roles into an Operational Chairman and a Finance Chairman would eliminate this inherent conflict.

Similarly, how can stakeholders exercise greater power if senior management is allowed to prevent them from being nominated to company boards? The provisions such as staggered boards, which are meant to prevent a full governing board takeover in any one year is an example.

Often, the very well-compensated and over-perked (despite their protestations to the contrary) -- executive management and governing boards got themselves into this mess. The US Department of Health and Human Services - Bureau of Primary Health Care needs to respond by making lasting changes to make them more accountable to stakeholders, which includes, not only patients and the unserved, but also everyone in this country. http://bphc.hrsa.gov

Corporate Law

Corporate law is largely the province of states, which to varying degrees protect flawed governance models. What is needed is an active Bureau of Primary Health Care (BPHC) that gives stakeholders the right to vote by simple majority to move their community health center’s legal incorporation to states that uphold greater stakeholder rights.

A state recognized as having the most shareholder-friendly corporate laws in the nation, should be selected. By incorporating in that state, and adopting its provisions, a public company would in one easy step improve rights for its shareholders, and eliminate the often too-cozy relations between senior management and the governing board. http://economix.blogs.nytimes.com/author/uwe-e-reinhardt/

Demand Answers

It's fair to ask whether the governing boards demanded answers from their current Executive Directors, about the risks they have taken, and the patients they have not served. Alarm bells should have gone off with the BPHC and the CHC governing boards long ago.

It is high time for taxpayers, stakeholders, and the Bureau of Primary Health Care to demand and receive more accountability from the community health center governing boards and senior management.

Next post: Community Health Centers – More on Governing Boards.