As published in Chief Executive Officer, Spring 2018 | A publication of the American College of Healthcare Executives CEO Circle | Reprinted with permission.

The current environment of the healthcare field encourages our institutions to incorporate physicians into our governance structure. Physician input and leadership are required to prepare our organizations for necessary changes as we try to lower cost, increase quality outcomes and remain competitive. While their insight and participation in governance are imperative, incorporating physicians into our governance structure adds a degree of complication and set of issues. The following are suggestions based on experience to help you select and integrate more physicians into your governance structure.

Collective Physician Representation

The most common form of physician participation in governance is the inclusion of the chief of staff, either as a voting or nonvoting member of the board. The chief of staff often functions as the proxy for the medical staff, representing the group’s collective views.

Most recognize that as representative of the medical staff, the views of the chief of staff can conflict with the goals of the organization and the Duty of Loyalty. As a board member, the Duty of Loyalty obligates the chief of staff to make decisions in the best interest of the organization. Most boards recognize this inherent conflict and are cognizant of how it potentially could affect the judgement of the chief of staff when exercising his or her board duties. That said, it is generally agreed that having the chief of staff as a voting board member is better than excluding the role from the decision-making apparatus of the board.

Aside from the chief of staff, we can add physicians without a built-in bias or potential conflict as board members.

Selection Criteria

Whether considering a physician, nonphysician or, increasingly, a nurse, for the board, the following are favorable attributes.

Previous board experience. People who lack board experience take time and effort to train. Instead, look for people who serve (or have served) on other boards and check references. Two types of boards where previous experience may not be as relevent are those of a church and homeowners’ association. These boards operate in their own set of circumstances.

Achievement. Has the prospective member done something exceptional? Maybe he or she has an advanced degree or started a business. For example, physicians with an advanced degree in management or a nonclinical field generally desire a seat at the table when leadership discusses matters other than medicine.

Occupation and skill. How many lawyers do you need on the board? Perhaps one. How many doctors do you need on the board? More than one. However, having too many physicians on the board can be counter productive and may interfere with Stark Law. But for the average-size board, a good number of physicians is three or four.

Team play ability. Seek out medical staff with highly developed collaborative and consultive skills. Generally, primary care physicians are a good start for finding team play ability.

Interest and commitment to the organization. Being a board member takes time. Since board members often are not paid, their commitment is needed to ensure they attend meetings and contribute.

Objectivity. Making clear decisions takes a level head. Sometimes, boards make decisions that stir emotions, which can become disruptive. An objective physician can be a real asset when it comes time to trim or eliminate programs, for example.

Staying power. Being a board member is a long-term commitment. While most terms are three years, reappointment can stretch tenure. Keep in mind that physicians may be unable to participate as much as needed due to a busy practice or other circumstances.

Ability to devote the necessary time. Review hours spent in board and committee meetings with each candidate. Potential board members need to know what is expected and assess their own ability to meet requirements.

Receptivity to training and evaluation. A really good board conducts periodic self-evaluations. Evaluate potential board members’ enthusiasm for assessment. You want to seat board members with high standards who strive to improve their board abilities.

Selecting Physician Board Members

Below are more considerations to keep physician selection from becoming problematic and/or political.

Be careful of “representative democracy.” This danger can be proportional to the size of a group or specialty, or another influence. For example, just because you have a board member from one specialty doesn’t mean others should have a seat on the board as well. Your chances of choosing excellent board members increase if you choose candidates for their potential contributions and follow the selection criteria previously noted.

Use medical staff wisely. The chief of staff already represents this group. Instead, invite the chief of staff ’s heir apparent to board meetings or appoint his or her successor as a voting or nonvoting board member. This enables the new chief of staff to hit the ground running after the rotation.

Be aware of pitfalls for physicians with potential conflicts of interest. In general, this includes physicians who have contracts with the facility, medical directorships, and those who are full- or part-time employees. It may not always be possible to include these physicians because in today’s healthcare world, many organizations already have employed or contracted with top physicians. These actions make it that much harder to avoid potential conflicts of interest.

Cultivating Physician Relationships on the Board

Given the need for more physician participation in governance and potential issues, consider these suggestions when managing physician relations on the board.

Establish a good orientation program for new board members. During this orientation, you can address conflicts of interest and how the board handles them. By this time, new physician board members should have signed a conflict of interest statement. It’s best practice to ask all board members to sign conflict of interest statements annually to catch new issues.

Offer your physician leaders special training courses in governance. Generally, physicians lack this training and may not know about fiduciary duties. A basic, two-hour course helps them understand how governance works and prepare for a seat on the board.

Consider physicians from outside the community. These may be retired physicians or those who migrated to a management role. Physicians with no practice-pattern issues can help mediate medical staff disagreements and provide unbiased assessments of clinical issues at hand. Keep in mind you may need to compensate physician board members for their time. However, many healthcare organizations have affiliations with other facilities that may offset or pick up this financial burden.

Rotate your physicians through more than just the Quality Committee. Serving on various committees offers physicians broader exposure, which makes members.

Physician input into governance is growing and continues to be an important strategic initiative for healthcare organizations. By selecting the right physicians for the role and providing the necessary training, you position physician board members for success. In addition, you build a more effective board that is responsive to physician input.

J. Larry Tyler, FACHE, FHFMA, CMPE, is chairman/CEO of Practical Governance Group in Atlanta (ltyler@pgghealthcare.com).

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