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This monograph addresses the multiple accountabilities of nonprofit health system boards for the cost, quality, and safety of the services their facilities provide, the manner in which these accountabilities are being fulfilled, and issues we believe warrant attention by system leadership in order to retain and build public confidence, respect, and trust.

Given the sweeping changes in health care, forward-thinking hospitals, systems and medical centers are carefully evaluating board member succession and recruitment. The challenging environment in which these organizations operate requires strong, knowledgeable boards whose members have deep insights into the field and a fundamental understanding of business, management practices and how to compete in a highly competitive market.

An emergency succession plan may never be used, but it’s still a necessity for every hospital. A key function of every board is to ensure that effective leadership is in place so that the institution it governs can continue to achieve its mission, vision and strategic goals.

This article outlines agenda items for the board’s Executive Compensation Committee. It is the first of several that will further explore many of the agenda items discussed below.

A 2012 study of Governance Practices in an Era of Health Care Transformation conducted by AHA’s Center for Healthcare Governance found that work to create greater value is where hospitals and systems in the study— and their governing boards—are spending most of their time. According to study findings, participating organizations “are concentrating on the nuts and bolts of… reducing costs and improving care quality.” The work is wide-ranging and intensive:

Don’t overlook the importance of CEO-board etiquette — it’s a pillar of good governance. The relationship between boards and chief executive officers can be fraught with challenges, and trustees often are unsure of how to handle certain delicate situations. But using a framework of etiquette can provide guidance.

In the publication, authors Joshi and Horak state that hospital trustees support hospitals’ fundamental missions to improve the health of the community. In a climate of growing concerns about the quality of health care and the amount we pay for it, trustees are called upon to oversee the transformation of the culture of the organization.

Now that the Affordable Care Act has been upheld, it appears that the American health care delivery system is about to embark on unprecedented change. This transition encompasses a staggering number of issues: integration and physician alignment; significant reduction in Medicare reimbursement; heightened emphasis on quality and safety; the need to evaluate and pursue partnership options, such as mergers and affiliations with health care providers along the continuum of care; defining and delivering accountable care; and ultimately the complete transformation of an acute care based system to systems of care that promote and encourage population health.

Four basic rules can help boards make better executive compensation decisions. While boards and their compensation committees do a good job of overseeing executive compensation, there are several common flaws in what is otherwise a strong process.

Board support is essential in helping doctors take on and succeed in leadership roles. The emerging health care environment requires far more physician leadership than has been needed in the past. But there is a natural barrier to physicians who answer the call to lead, and it is best described as “physician whiplash.”

The AHA’s 2011 Governance Survey shows that good governance practices continue to take hold among hospitals and health systems. Driven by powerful economic pressures and stringent legal requirements to be visionary, strategic, diligent and independent, boards are applying various “good governance” practices, including competency-based succession planning, board orientation and education, routine executive sessions, CEO retention planning, and board self-evaluation.

Given the nature and challenges of small, elected boards, choosing to look inward and improve governance is no easy decision.

Bringing new members onto the board has its challenges. In small or rural communities, the pool of potential trustees is often limited, with desirable candidates already serving on multiple boards. Even in bigger urban areas, it sometimes seems the same people rotate on and off the boards of larger community organizations — the Rotary Club, the chamber of commerce, the hospital.

As boards navigate between today’s fragmented, volume-focused health care system and a system that is more integrated and value-driven, there are plenty of issues that keep trustees up at night (see Figure 1). Are the transformational changes now confronting health care organizations affecting the way boards govern?

A reason for being. An organization’s purpose or identity. An expression of what an organization believes it must be to best meet the needs of its stakeholders. These are descriptions of what we commonly think of as “mission.” Members of a health care organization’s board are responsible for governing in ways that help fulfill their organization’s mission. But what does that really mean? How does a hospital’s mission relate to effective governance?

The relationship between boards and chief executive officers can be fraught with challenges, and trustees often are unsure of how to handle certain delicate situations. But using a framework of etiquette can provide guidance.

The rules of engagement for board members have changed dramatically. Historically, the trustee position was honorary; today, trustees are expected to interact more with management and the community and know more about operations.They also have added accountability for legal and regulatory matters. As this role grows in complexity, hospitals are challenged to prepare and educate board members efficiently to be effective fiduciaries without overwhelming them.

Health care organization trusteeship is getting more complicated and challenging as pressures to improve quality and safety, reduce costs, increase transparency and accountability, and use changing and evermore-expensive technology converge. At the same time, hospitals face increasing competition from unexpected sources for patients and for professionals in critical disciplines.