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What Does it Take to Build a Strong Nonprofit Health Care Board? This seven-page Alliance report is a reprint of an article of the same title published in the Spring 2007 issue of the health care journal Inquiry. This roundtable discussion is another of an ongoing series called Dialogue, collaboration between the Alliance and Inquiry on important nonprofit health care issues. Alliance Guidelines on Nonprofit Health Care Governance Practices This 8-page report issued by the Alliance in May 2005 provides guidance on governance practices in critical areas such as overall role and responsibilities, independence, numbers and qualifications of directors, committees, director development and performance evaluation, and succession planning. The Alliance developed the guidance based on its members' experiences, the recommendations of others in both the for-profit and nonprofit sectors, and the assistance of Boardroom Consultants—a consulting firm specializing in corporate governance. Maximizing Community Benefit: A Six-Point Program This position paper approved by the Alliance Board in April 2009 calls on all nonprofit health care organizations to adopt as quickly as possible, if they haven't already, six specific community benefit practices to maximize their community benefit. Included are recommendations on the board's role. The Governance Imperative for Nonprofit Hospitals This article, appearing in the January 2010 issue of Trustee magazine and authored by Doug Brown, a member of the Alliance Board and Senior Vice President & General Counsel of UMass Memorial Health Care in Worcester, Mass., is entirely consistent with the Alliance's Six-Point Program and does an excellent job of linking community benefit and quality initiatives. Disruptive Governance This article, appearing in the February 2007 issue of Trustee and authored by James Orlikoff and Mary Totten, provides the rationale for and tips on controlling the board's time and implementing innovations in practices that change the culture and behaviors of the board to achieve strategic leadership and exceptional governance. Independent Sector Guide on Good Nonprofit Governance and Ethical Practice Overall, the Alliance is pleased with and supportive of this Guide, issued in October 2007. It is consistent with most of the Alliance's own guidelines on nonprofit health care governance, adopted by the Alliance Board in May 2005. The only Alliance suggestions previously submitted that were not incorporated in some manner were the following: • The Board plans for the succession of the Board chair, other Board positions, the position of Chief Executive Officer (CEO), and other key executive positions • The number of other public or private company boards on which a director may serve is determined by policy or case-by-case review • While all major decisions should be determined by the Board as a whole, larger nonprofit organizations have standing committees, with charters and composed of independent directors, responsible for audit, compensation, and governance and nominations. These committees have the sole authority to select, direct, retain and terminate independent consultants • For purposes of preserving the Board's independence as well as ensuring clear and candid communication among directors and with the CEO, at least several times a year, on a prescheduled basis, directors meet in executive session without the presence of management • Board and individual director evaluations should be preformed annually, recognizing that the depth of the evaluations may vary from year to year (The Independent Sector Guide calls for such evaluations at least every three years) Governance in High-Performing Community Health Systems: A Report on Trustee and CEO Views This report, issued in 2009, presents findings of a study by researchers at the University of Iowa, led by Lawrence Prybil, Ph.D. The study recommendations include a discussion of the board's role in establishing community benefit policy and a community benefit committee, ensuring the conduct of a community needs assessment, adopting a formal community benefit plan, ensuring that reporting and accountability mechanisms are in place, and reporting on the organization's community benefits to the community. Navigating the Nonprofit Health Care Boardroom This 40-page document is a new governance resource by Denny Pointer, Ph.D., Virginia Mason Professor, Department of Health Administration, School of Public Health, and Community Medicine, University of Washington, Seattle. Denny, who has written eleven books on governance as well as consulted and spoken on governance issues around the country, enumerates and discusses 40 maxims on what one must know and do to be a great director. Governance Role in Community Benefit: Compliance or Leadership This article, appearing in the Spring 2008 issue of Great Boards, discusses how eight nonprofit hospitals and health systems, representing a range of religious and secular, academic and community-based organizations, don't just collect community benefit data. They use it to both plan and oversee outreach programs, approaching community benefit as a matter of mission-based leadership rather than compliance. IRS Recommendations on Good Governance Practices This document released by the IRS in December 2009 updates its 2007 recommendations on nonprofit governance in such areas as mission, independence and qualifications of board members, number and selection of board members, board committees, code of ethics, fundraising and audits. It states that, while adopting a particular practice is not a requirement for exemption, an organization that adopts some or all of them is more likely to meet its exempt purposes and earn public support. Beyond Charity Care: Mission Matters for Tax-Exempt Health Care This report, authored by David Seay in 2007 for the Catholic Health Association, provides valuable discussions of community benefit, governance and accountability, volunteerism, philanthropy, staying the course, etc. which can be used in internal and external communications with a variety of audiences. Clarifying Expectations: A First Step in Developing Truly Effective Relationships Between CEOs and Trustees This easy-to-read book by David Bjork of the Clark Consulting Healthcare Group (now Integrated Healthcare Strategies) for the Center for Healthcare Governance, includes useful checklists regarding the CEO's and the Board's roles and the relationship between the two. Building an Exceptional Board: Effective Practices for Health Care Governance This 2007 report, developed by a blue ribbon panel of the Center for Healthcare Governance, is available for purchase on its website, www.americangovernance.com. OIG/AHLA Resource on Health Care Board Responsibilities for Quality and Patient Safety This 29-page resource, jointly released by the Office of the Inspector General and the American Health Lawyers Association on June 26, 2007, includes recommended questions for health care board members to consider in understanding and carrying out their fiduciary responsibilities for the organization's quality and patient safety performance. For nonprofit health care organizations, this resource addresses a director's duty to pursue its nonprofit purpose. A Great Board: Building and Enhancing Nonprofit Boards This 211-page book by Howard Berman, published by the Health Education and Research Trust (HRET) in October 2003, describes the underlying principles and foundation of nonprofit health care governance, nonprofit board structure, and nonprofit board operations. To purchase this book from HRET, search at www.hospitalconnect.com. The Case for Independent Directors This 3-page article by Roger Kenny, published in the July/August 2002 issue of The Corporate Board magazine, discusses the role and benefits of independent outside directors in both young and more mature organizations, particularly as mentors and resources to the CEO. To obtain a free copy of this article, call Boardroom Consultants at 212-328-0440 or visit its website, www.boardroomconsultants.com The Guide to Governance for Hospitals and Health System Trustees This 98-page Hospital Research and Education Trust book, by James E. Orlikoff and Mary K. Totten in 1999, discusses governance, board structure and operation, and board member roles and responsibilities. To purchase this book, search at www.ahaonlinestore.com. Through its Center for Healthcare Governance, the American Hospital Association and consultant partners also provide education programs, consulting assistance, Trustee magazine and other publications. The Source: Twelve Principles of Governance That Power Exceptional Boards This 28-page paper by BoardSource defines governance not as dry, obligatory compliance but as a creative and collaborative process that supports the CEO, engages board members, and furthers the causes they serve. The paper is available for purchase at www.boardsource.org. BoardSource also provides educational programs, customized consulting and other publications, including a series on specific board committees (e.g., executive, development, finance, governance). Other Recommended Resources on Governance Culture and Practices:
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