By Ann L. Taylor, Hoag Memorial Hospital Presbyterian

I had the honor of being asked to participate in the first-ever peer-to-peer panel discussion at the 2012 Governance Support Conference in August. It was a privilege to partake in the panel with three amazing governance support professionals: Annette Allen from Phoebe Putney Health System in Georgia, Suzanne Jackson from Lancaster General Health in Pennsylvania, and Nikki Thomas from Salem Health in Oregon. Our charge was to come up with a list of the major challenges we face on a regular basis and provide some solutions to those challenges. The four of us compiled a list of several things that “push our hot buttons,” which were augmented by several more submitted by the conference attendees. This article summarizes the discussion—with some additional comments of my own—in hopes that our solutions will also be helpful to our colleagues.

Minutes: How do you take, write, and retain the minutes? Who reviews them? How do you teach others how to take minutes?

There is no right or wrong way to take the minutes—some governance support professionals record meetings, some use an iPad or laptop, and some do it the old-fashioned way (notes using some version of shorthand). Regardless of how the minutes are recorded, we all agreed it was essential to destroy the original tapes or notes once the minutes have been approved. The style of writing minutes ranged from verbatim to bullet points—depending on what the board wants—but the common thread was that the minutes must include all actions taken by resolution or motion. Completed minutes are reviewed in some cases by general counsel or the CEO before being submitted to the board for approval. As for retention, signed and scanned minutes are acceptable, but for public hospitals/systems, they must be accessible to the public. According to my general counsel, original minutes should be retained forever in case they are required as evidence in a future lawsuit, but individual hospitals should be guided by their own attorney. In response to the question of how to teach a new employee to write minutes, the prevailing practice was that minutes are standardized with consistent formats, and the seasoned governance support professional spends a half hour to an hour with the new employee, going over examples and templates. No one had an answer to the question of how one buckles down and gets started on what we fondly called “those dreaded minutes,” probably because you just have to exercise some initiative and willpower and sit down and do it!

Evaluations: How frequently are they conducted and in what format?

All hospitals and health systems indicated that they conduct evaluations, some of meetings, officers, and/or committees, and most organizations do board evaluations. In fact, the large accrediting organizations require a form of board self-evaluation on a regular basis. The frequency and methods varied, but the panelists agreed the evaluations were helpful in making meetings and the board as a whole more efficient. I mentioned that Hoag recently engaged a consultant to conduct a comprehensive “board assessment and improvement project,” and we are already implementing several of their recommendations. There are also electronic surveys (e.g., Survey Monkey) and The Governance Institute’s BoardCompass® board self-assessment tool, which is available to all members.

Conflict of Interest: Should board members sign a conflict-of-interest disclosure?

We all handle the issue of conflict of interest differently, but we all agreed that best governance practice—and according to non-profit corporation law—is to require all board members to file a conflict-of-interest disclosure statement annually. In some hospitals, the compliance officer handles this process; at Hoag I make sure new board members complete the form and return it to me, and I forward a copy to our legal/compliance department; then in subsequent years their conflicts or potential conflicts are noted on the Form 990 we file annually with the IRS. We keep track of which directors are independent (no conflicts) and not independent, so we comply with the IRS and OIG guideline of maintaining a majority of independent board members.

Meeting Packet Materials: How do we get the information we need on a timely basis?

Responses to this question ranged from taking a hard-nosed stance (“If they don’t get it to me by my deadline, it doesn’t go in the packet”) to the softer approach of fostering relationships with those from whom we need the information, so we can proactively—and without too much nagging—get what we need when we need it.

Officers: Are you officers of your corporations?

Of the four panelists, only one (yours truly) is a corporate officer. I must say that I’ve suggested it off and on for the past 10–15 years, as our board chair or secretary is not always available when we need a signature or certification. Perhaps it’s because I’ve been at the hospital for 35 years and they now have enough confidence in me to elect me assistant secretary, or maybe it’s because we recently hired a new, highly respected general counsel who suggested it would be a good idea and would certainly be more convenient. In any case, I now hold that office, which provides the convenience noted above but also carries with it new responsibilities, including being named as an officer on public documents such as our annual Form 990. Quite frankly, it is a responsibility that I am honored and privileged to carry.

New Directors: How do we conduct orientation, what records and information do we keep track of and in what format, and how do we deal with technologically challenged board members?

Some of us have a mentor or “buddy” program in which seasoned directors guide the new ones, answer questions, etc. In Hoag’s case, we are in the process of merging our mentor program into our orientation program, which will include a two- to three-hour face-to-face session, plus the expectation that the new members will read such documents as bylaws, history, organization charts, and fiduciary duties, which are posted on our board portal. We retain board members’ bios (I publish them on our portal), and we are required by CMS and state licensure regulations to share with them the directors’ social security numbers. Under no circumstances do we share those numbers with anyone else. To keep track of our board members’ terms it is common to use some sort of grid or Excel spreadsheet, which is particularly helpful to those who have more than one board.

Credit for many of these responses cannot be limited to the four of us up on the stage. Countless good and helpful responses came from our colleagues in the audience, and I hope I have fairly and accurately relayed their input. The peer-to-peer panel was a great experience for us, and we hope it proved to be valuable and worth repeating at future conferences.

The Governance Institute thanks Ann L. Taylor, manager of governance and board support for Hoag Memorial Hospital Presbyterian, for contributing this article. She can be reached at ann.taylor@hoag.org.