Governance in Action - Missouri Hospital Association
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Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
Governance in
Action
(760) 814‐8578 ● kbass@viahcc.com Karma H. Bass, MPH, FACHE
www.viahealthcareconsulting.com Via Healthcare Consulting
2
• Stay positive
• Know what you know—and what you
don’t
• Embrace that which you can’t control
• Focus on what matters
• Don’t seek perfection nor dwell on
problems
• Know when to trust your gut
• Have contingency plans
Adapted from World Economic Forum article by Travis
Bradberry, author of Emotional Intelligence 2.0
• When all else fails, breathe
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 1Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
3
Tools Boards Have to Decision‐making
Accomplish Work Considered the most
important role of
governance. Decisions are
based on policy. Boards can
retain or delegate authority
Policy for making decisions.
Formulation
Policies: Statements of intent
that guide and constrain
further decision making and Oversight
action and limit subsequent
Central to everything boards do.
choices. Policies give the
Involves monitoring decisions and
organization direction.
actions to ensure they conform with
policy and produce intended results.
© Via Healthcare Consulting 2018 All Rights Reserved
Disruption and
Transformation
Underway
Can We Withstand
the Coming Deluge?
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 2Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
2018: Vertical
Integration and
Mergers Abound
• OptumHealth, a subsidiary of UnitedHealth
Group, purchased DaVita Medical Group
increasing its employed physicians to 48,000
• Cigna has agreed to acquire the pharmacy benefit
manager Express Scripts
• CVS to buy Aetna
• Walmart in talks with Humana
• Walmart in talks to buy online pharmacy startup
PillPack
• Amazon offering medical supplies to physicians,
dental offices (discontinued offering to hospitals)
• All eyes on Walgreens, speculating its potential
move
• Health care costs are "a hungry
tapeworm on the American
economy," Berkshire Hathaway
Chairman and CEO Warren Buffett
• The new company will be "free from
profit‐making incentives and
constraints" and seek to cut costs
and boost satisfaction with the
health care plan for employees of.
• "The initial focus will be on
technology solutions that will
provide U.S. employees and their
families with simplified, high‐quality
and transparent healthcare at a
reasonable cost.“
• "Hard as it might be, reducing
Amazon, Berkshire Hathaway health care's burden on the
economy while improving outcomes
and JPMorgan Chase Take on for employees and their families
would be worth the effort.“ Jeff
Healthcare Bezos
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 3Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
“Hospital‐physician alignment
may be defined as a close
working relationship in which a
hospital and physicians place a
priority on working toward
common patient‐centered and
economic goals, have shared
financial incentives, and each
avoids conduct that damages
the other”
The Hospital’s Relationship with
its Physicians is Trickier than Ever
Quality, Safety,
Transparency, and Payment
• Quality and safety performance is
public and accessible – do you
know yours?
• Payment models for hospitals are
becoming increasingly complex and
varied
• Hospitals and doctors are expected
to deliver on quality metrics or face
financial penalties
• Moving targets: Those who aren’t
continuously improving risk falling
behind
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 4Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
Strong Board‐CEO
Relationship Key Success
Factor
• Agree on the Board’s role and responsibilities in
general
• Agree on a governance ‘philosophy’ ‐ the desired
interaction between the Board and the CEO
• Write down the agreements in formal Board policies
and procedures
• Develop written job descriptions for Board members
and CEO
• Evaluate the CEO’s performance at least annually and
set goals for individual and organizational
performance
“Savvy boards follow
the GEPO rule:
Good Enough, Press On.”
Barry S. Bader
“We approach management and
governance with the N‐I‐F‐O
principle:
Nose In, Fingers Out . . .”
James Marley, Chairman
PinnacleHealth System, Harrisburg, Pennsylvania
© Via Healthcare Consulting 2018 All Rights Reserved
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 5Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
11
Governance vs. management
How to tell them apart…
• Governance – Exercising accountability by setting
goals, making major policy and strategy decisions,
and overseeing implementation
• Management – Delivering
results by implementing
policy and strategy as set
forth by the governing
body, managing
operations, and reporting
on performance
© Via Healthcare Consulting 2018 All Rights Reserved
12
Questions to Help Clarify Roles
1. Is it big?
2. Is it about the future?
3. Is it core to the mission?
4. High‐level policy decision needed?
5. Is a red flag waving?
6. Is a watchdog watching?
7. CEO wants/needs board’s support?
Note: If the CEO asks the Board for advice on a management
issue, the CEO should ‘declare’ that intent, and be responsible
for bringing the Board back ‘up’ to governance
© Via Healthcare Consulting 2018 All Rights Reserved
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 6Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
Note: Board Chair does not normally
Board Chair’s Role
have any special authority
• Help the board prepare
• Create a great agenda
• Work through tough issues
• Stay at governance / strategic level
• Advise the CEO if asked to play that role
• Facilitate a productive meeting
• Ensure the board and its committees are
effective and efficient
• Develop a healthy board culture
© Via Healthcare Consulting 2018 All Rights Reserved
14
Your Primary Currency: Effective Board Meetings
Targeted, governance‐level packets provided at least a week prior
to meeting
Agenda states action desired, estimated time of conversation, and
reference materials
60% of time spent on strategic and policy issues
At least 75% of time spent in discussions vs. reports
Verbal reports of packet material forbidden
Consent agenda utilized
“Dashboard” performance indicators used
Minutes provide an adequate summary of the meeting
Healthy board culture
© Via Healthcare Consulting 2018 All Rights Reserved
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 7Missouri Hospital Association
Governance In Action
2018 Leadership Conference
May 17, 2018
15
Board Culture Matters Most
“We’ll be fighting the wrong war if we
simply tighten procedural rules for boards
and ignore their more pressing need to be
strong, high functioning work groups
whose members trust and challenge one
another and engage directly with senior
managers on critical issues.”
Jeffrey Sonnenfeld, “What Makes Great Boards Great,”
Harvard Business Review
© Via Healthcare Consulting 2018 All Rights Reserved © Via Healthcare Consulting 2018 All Rights Reserved
Karma H. Bass, MPH, FACHE, Via Healthcare Consulting
www.viahealthcareconsulting.com
(760) 814‐8578 – kbass@viahcc.com 8You can also read