Governance and Organizational Structure

Board Committees

Tue, 16 Mar 2010 14:11:09 GMT

Just wanted to reiterate that there are -

Three Critical Board Committees -

1. Executive

2. Nominating and

3. Finance.

The last service of about -to-be former officer is

The Nominating Committee

the CEO's role

Sat, 30 Jan 2010 23:32:43 GMT

Who in an organization insures that the CEO does not 'filter out' pertinent information for Board proper decision making?

Audit Committee Charter & Code of Ethics?

Tue, 19 Jan 2010 17:56:26 GMT

I found it interesting that the recommendation is for the audit committee of the Board to have a separate charter and code of ethics. Does anyone know if this practice is common within hospital boards?

HCO Corporate Bylaws

Sun, 10 Jan 2010 12:39:30 GMT

The corporate bylaws govern the board's structure and the administrative structure of the hospital, control internal operations, and provide for management of corporate property. The bylaws define the powers, duties, and limitations of the board's responsibilities, always in accord, of course, with state incorporation statues (Ref Handouts/Southwick & Showalter, p.90). The board is empowered to adopt bylaws for its own government and all activities are subordinate to and must be consistent with them. Written records, formal procedures, and adherence to consistent traditions are necessary for such a large group to work effectively together.

An auditor's criticism of board minutes.

Tue, 05 Jan 2010 01:15:15 GMT

To enhance my understanding of HCO’s governing boards that may be found to be deficient in their execution of their duties I reviewed a report done by a NC State Auditor about the Southeastern Center for Mental Health/Developmental Disabilities/Substance Abuse Services. (Found via Kosmix: Auditor Report To Governing Board Health Care Organization/NC/Feb 2009)

The audit found, as apparently feared, that management had spent about 90% of the HCO’s annual budget in 6 months. Interestingly the auditor reviewed the board minutes in detail as part of their investigation.

1. The auditor was particularly critical of the lack of discussion documentation before motions to approve various decisions. The auditor was looking for evidence that the board did request additional information about those agenda items. If the auditor had found evidence of discussion with requests for additional information from management, the board would apparently have been considered less culpable.

2. The auditor also noted that the board did not keep minutes of 5 of its 11 closed sessions. Law, at least at this state institution, required that minutes be kept and that the specific reason for the closed session be stated.

3. The auditor specifically noted that minutes were not kept for the operations/finance committee that reported to the full board.

I was surprised to so easily find a glaring example of board misconduct and to see that financial reports were only part of the analysis. My background and experience did not prepare me to expect that board minutes would be carefully scrutinized for discussion, especially of board reservations about accepting a decision by management. Nor was I expecting to find a governmental board so lax that it did not maintain minutes of its finance committee.

Understand the relationship between the CEO and the Board

Fri, 01 Jan 2010 14:13:52 GMT

Board decisions are made by committees, whereas the implementation requires the CEO. The functions of the CEO are far reaching and critical to the HCO. There are four major elements that enable an effective CEO-board relationship. The board and CEO should (ref Griffith & White, 2007, p. 69):

1. Have a mutual understanding of the employment contract. It should specify procedures for termination.

2. Agree upon short-term (usually one-year) goals and expectations.

3. Agree on compensation based upon market conditions. This includes salary, employment benefits, unique benefits, terms for bonuses and merit increases, along with any other increases that may occur.

4. Establish incentives for goal achievement. This should be based on ratings from annual performance and compensation reviews.

Question

Mon, 28 Dec 2009 18:02:29 GMT

What is not a main function of the board?

1. managment

2. resource distribution

3. Maintain quality of care

4. contributors of resources

Answer: #3. The book states that a well managed organization will only focus on #1 and if the organization is run well- #3 and #4 will fall into place.