Governance in Large Nonprofit Health Systems CURRENT PROFILE AND EMERGING PATTERNS Lawrence Prybil, PhD Samuel Levey, PhD Rex Killian, JD David Fardo, PhD Richard Chait, EdD David Bardach, BA William Roach, JD Commonwealth Center for Governance Studies, Inc. with grant support from: Grant Thornton, LLP Hospira, Inc. Hall, Render, Killian, Heath and Lyman, PC Korn/Ferry International Sullivan, Cotter, and Associates 2012 © Copyright 2012: Commonwealth Center for Governance Studies, Inc., P. O. Box 250, Lexington, Kentucky, 40588-0250. All rights reserved. This publication cannot be reproduced in any form without written permission. Library of Congress Control Number: 2012931518 ISBN: 978-0-625-59110-0 Foreword Governance in Large Nonprofit Health Systems: Current Profile and Emerging Patterns Nonprofit healthcare organizations are not exempt from good governance. In fact, more today than ever, the hospitals and health care systems of this country must have the discipline and commitment to organize their governance structures and practices to provide forward-thinking leadership and stand up to scrutiny from any type of evaluation and review. As we move from “sick care” organizations to “health care” organizations with accountability for the health of the population of our communities from birth to end-of-life, the role of governance becomes even more critical. Fourteen of the largest and most notable health care systems in this country have been included in a research study to examine their governance structures and practices in relation to nine benchmarks. The CEOs and board members of these organizations were interviewed about their structures, processes and cultures, and then compared to national best practices. The study also included close review of pertinent system documents. This report is a must read for hospital and health care system CEOs and boards. It provides evidence-based outcomes that will assist an organization in advancing its governance practices. This study outlines critical success factors for governance structure and performance. It answers many questions that boards may be struggling with today and provides advancing actions. The research methodology is thorough and reliable with specific outcomes that provide high-performance opportunities. Each CEO who participated in the research study has written about a best practice in his or her respective organization that advances governance responsibility. These insights add a personal dimension to this report. Sharing has always been a part of community-based, nonprofit healthcare. This report is a true example of that commitment to learn from others. As one who has been blessed to be a part of this remarkable “space” known as health care, I congratulate the research team who dedicated themselves to this important work. As clinical, operational and financial performance continue to converge in health care organizations, quality and high-performing governance practices, structures and culture must prevail. Douglas D. Hawthorne, FACHE Chief Executive Officer Texas Health Resources Table of Contents Section I Introduction …………………………………………………………………................................................. 1 Section II Purpose and Methodology …………………………………………….................................................…. 3 Section III Study Findings …………………………………………………………………............................................ 6 • Board Structure ………………………….……………………………............................................... 6 • Board Processes …………………………………………………………........................................... 18 • Board Culture……………………………………………………………............................................ 37 • Emerging Governance Patterns and Selected Features..……….………………………………... 42 • System Performance ………………………………………………….............................................. 47 Section IV Concluding Remarks and Recommendations ……………………......................................................... 55 Section V Acknowledgements …………………………………………………………............................................. 59 Appendix A Limitations of the Study ……………………………………………………............................................... 61 Appendix B Selected Features of the Participating Systems’ Governance Models ………………………………… 62 Appendix C End Notes ……………………………………………………………………….......................................... 104 This study of governance in a set of our nation’s largest nonprofit health systems was funded by major grants from Hospira, Inc., and Grant Thornton LLP. Vital grant support also was provided by Hall, Render, Killian, Heath, and Lyman, PC, Korn/Ferry International, and Sullivan, Cotter, and Associates. The research team is grateful to these five firms for their interest and support. I. Introduction1 In the United States, the healthcare field and society- role in shaping organizational performance, and they at-large are in the midst of enormous turbulence. An are scrutinizing the practices of governing boards more aging and increasingly diverse population, global and closely than in the past. As in other sectors, the boards nationwide economic problems of unprecedented of healthcare organizations are being placed in the complexity, a federal government beset with political “white-hot spotlight of public discourse.”4 Stakeholders conflicts that harm its ability to address important issues, are calling for more accountability, greater transparency, growing evidence of major disparities in healthcare and better performance by the persons who manage and access, affordability, and quality,2 and the continuing govern these organizations. explosion in medical science and technology are among the powerful forces that are affecting healthcare In recent years, the governance of nonprofit hospitals providers, payors, and consumers. and health systems has received particular attention. It is widely acknowledged that the governance of these These forces create daunting challenges for the clinical, organizations has become more complex and that, on governance, and management leadership teams in the whole, the caliber of governance can and should be America’s hospitals, health systems, and other health- improved.5 Except for basic requirements established related organizations. The healthcare needs of the by the IRS, the Joint Commission, and state statutes, communities they serve are growing while, at the same universal standards for the governance of nonprofit time, available resources are increasingly constrained. healthcare organizations have not been adopted. Meanwhile, the public’s satisfaction and trust in However, over the past several years significant efforts healthcare organizations have declined.3 have been made by governmental agencies, voluntary commissions and panels, and other parties to identify what With respect to governance, the public’s unrest with the they believe to be the core features of effective governance cost and quality of services they receive from healthcare for boards and CEOs to use as benchmarks in efforts organizations is accompanied by concerns about the to assess and improve governance performance.6 Some effectiveness of their governing boards. Public and of these benchmarks are well-established and widely private organizations with oversight responsibilities for accepted; others are in formative stages. In Section III of nonprofit hospitals and systems including the Internal this report, a number of the benchmarks will be discussed, Revenue Service (IRS), payors, rating agencies, and other and current board structures, processes, and cultures will parties recognize that governance plays an important be compared to them. According to the American Hospital Association, the total number of multi-unit health systems (governmental and private) increased from 311 in 2000 to 427 in 2010, an increase of 37% in a decade. 1 Introduction Concurrent with growing interest in improving These large health systems include a large and growing governance, America’s healthcare delivery system has proportion of the USA’s healthcare facilities and provide continued to evolve from mostly independent institutions a substantial volume of inpatient and outpatient services. into larger groupings. According to the American However, while the body of knowledge regarding Hospital Association, the total number of multi-unit governance in general has expanded in recent years, little health systems (governmental and private) increased research has been focused specifically on governing boards from 311 in 2000 to 427 in 2010, an increase of 37% in and governance practices in the nation’s largest health a decade. Meanwhile, the proportion of the country’s systems.10 This is especially the case for nonprofit systems nongovernmental hospitals affiliated with nonprofit as compared to investor-owned systems for which public systems increased from 53% in 2000 (1,602 of 3,003) to reporting requirements are somewhat more extensive. 65% in 2010 (1,876 of 2,904).7 The confluence of these developments — growing interest It is clear that consolidation of America’s hospitals into in the responsibilities and performance of governing various forms of health systems is occurring and for many boards in all sectors, advances in formulating benchmarks reasons — including the hospitals’ needs for access to of effective governance, and limited research-based capital and the support larger organizations can provide knowledge about governance in large nonprofit health — this trend is likely to continue.8 One of the striking systems — provided the impetus for this study.