Board Governance. May 18, Presented by: Tracy Douglas-Wheeler, MS

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1 Board Governance May 18, 2017 Presented by: Tracy Douglas-Wheeler, MS

2 Outline 1. Governance Overview 2. What it means to be a FQHC Board 3. Strategy Development 4. Corporate Compliance 5. Financial Oversight Financial Health and Wellbeing CEO and Board Dynamics 6. Quality Assurance/Quality Management 7. CEO/Board Dynamics 8. Board Development

3 Governance Overview There are over 1 ½ Million Non Profits in the US today. Underlying theme is that non-profits are mission focused to better serve the community. Board of Directors serve as a mechanism to ensure organization missions are adhered to and that the community remains central to the agency s activities. Board Governance is the ability to ensure that the Board of Directors understands their roles and responsibilities, including authority and accountability.

4 FQHC Board s Unique Qualities Boards for FQHC s are unique and is one of the only federal programs that require that FQHCs Board composition must be comprised of at least 51% consumer members*; FQHC Boards are more involved than other Boards in advocacy for the program; and FQHC Boards tend to be more dynamic and involved than any other Boards. * Consumer members: individuals served by the health center that reasonably represent the patient population served in terms of demographic factors such as race, ethnicity and gender.

5 Fiduciary Responsibilities Duty of Care Decisions/Actions made in good faith using a degree of due diligence, skill, and care which ordinarily a prudent person would use in the same circumstances. Duty of Loyalty Act in good faith and allegiance to health center over self, others, and outside organizations. Duty of Obedience Ensure health center is bound to its mission and compliant with laws.

6 FQHC Board Authority

7 FQHC Board Authority Health center s board: Meets monthly. Reviews and approves the annual health center HRSA (renewal) application and budget. Health Center Fees and Sliding Scale Rates and Nominal Fee. Conducts an annual review of the CEO s performance (with clear authority to select a new CEO and/or dismiss the current CEO if needed).

8 FQHC Board Authority Health center s board: Reviews and approves the services to be provided and the health center s hours of operation. Measures and evaluates the health center s progress in meeting annual and long term clinical and financial goals. Engages in strategic and/or long term planning for the health center. Reviews the health center s mission and bylaws as necessary on a periodic basis.

9 FQHC Board Authority Health center s board: Receives appropriate information that enables it to evaluate health center patient satisfaction, organizational assets, and performance. (financial, clinical outcomes) Establishes the general policies, which must include, but are not limited to: personnel, health care, fiscal, and quality assurance/improvement policies for the organization (with the exception of fiscal and personnel policies in the case of a public agency grantee in a coapplicant arrangement).

10 Board-Authority and Accountability The Board of Directors of an organization has authority to make binding decisions on behalf of the organization and are responsible for assuring the welfare of the organization. The Board is also accountable for all actions it takes in concert. The Board serves as the legal and moral compass for the agency. Must approve and abide by their by-laws.

11 Board Role-Set Direction Establish Strategic Vision for the Organization Vision Of what the organization intends to be like at some point in the future (3-5 years) and/or Of the effect on the community of successful implementation of health center goals Mission for the Organization How the organization will get there. Strategic Goals established and aligned with Vision/Mission Values by which the organization will operate

12 Ensure Resources Identify resources need - Financial Leadership: Chief executive and board members Medical Technology to support health care delivery Credibility/good reputation Establish policies for how these resources will be acquired - Including the responsibility of board members for participation in fundraising.

13 Board Oversight Program Oversight Monitoring (via Committees) Evaluating Quality Assurance/Management Ensuring the adoption of The Triple Aim Approach PCMH FTCA HIT Local Health Depts/Systems Relationships Workforce Clinical Outcomes (Dashboards)

14 Board Oversight Financial Oversight Establish budget guidelines Fiscal Management-Review Financials Laws and Ethical Standards Ensure compliance with appropriate laws Avoid interested directors transactions

15 Strategy Development Strategic Development is developing a destination for the organization: Focus on operations Future orientation Strategic planning includes choosing how to respond to an ever-changing environment. Requires a commitment to engaging key stakeholders in building a consensus.

16 Mission and Vision Statement Both are crucial guides for organizational action A Vision statement describes the destination while the mission statement serves as the compass for ensuring that the organization is moving in the right direction Why develop a shared vision To inspire commitment To align organizational energies and resources To mobilize support To explain organizational actions to external audiences Funding Trends Economic Trends Political Environment Client Demographics

17 The Elevator Pitch An elevator pitch is a two sentence brief of what your organization does and who you serve. This statement should align with your mission/vision statement but should tell why your organization is unique Example. Our organization provides.. For a specialized population.

18 Grooming Your Board! Strategic Planning and Strategic Thinking are completely different things! Create professional development opportunities to assist your board and yourself in enhancing strategic thinking Lean Theory Management Balanced Score Cards Core Values Employ your Board in their own development!

19 Financial Oversight-Fiduciary Accountability Ensure Financial Planning Adoptive investment policies Monitor Performance Ensure adequate controls

20 Financial Planning Lines of Credit Cash Flow Analysis Reserves Investments

21 Quality Assurance The Board needs to ensure accountability and transparency and to do that is for the Board to focus on The Triple Aim approach: Improve the patient experience Improving the health of the community Bending the cost curve

22 Board s Role in Quality Assurance BPHC believes that performance measurement and quality improvement are critical elements for excellence for health centers within their communities. Ensuring that patient satisfaction is measured and monitored; Whether the Boards has approved: Quality Improvement Plan (QIP) Written policies and procedures for the effective delivery of high quality health services.

23 Board s Role in Quality Assurance Board s Quality Assurance Guiding Principles (to ensure the aforementioned occurs)* Adopt policies, procedures and systems that incorporate general standards of quality healthcare; There is an appropriately qualified person, eg., Medical Director, in place to oversee the health center s quality assurance efforts; Adopt mechanisms to review, on an ongoing basis, the health center s performance in meeting the needs of the community, eg., meeting clinical performance measures. *National Assoc. of Community Health Centers, Inc. The Role of the Health Center s Board of Directors in Establishing a Quality Assurance Program. Information Bulletin #3, March 2003.

24 Quality Management cont d Baseline CY 09 Goal 2014 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 YTD MD UDS HEDIS Medicaid National Mean FQHC B - Location #1 Charts Reviewed A1c < 7 % 38% 65% 59% 32% 68% 53% 33% 13% 40% 34% 33% 50% 50% 45% 43% 33.05% 33.90% BP < 130/80 22% 65% 40% 33% 33% 13% 27% 53% 27% 14% 60% 25% 35% 40% 33% 32% LDL < 100 mg/dl 48% 65% 38% 37% 44% 27% 33% 40% 47% 40% 27% 60% 40% 45% 40% 33.50% Non Smoker 65% 70% 53% 87% 67% 100% 93% 87% 67% 60% 47% 80% 55% 70% 72% FQHC B - Location #2 Charts Reviewed A1c < 7 % 32% 65% 27% 33% 30% 10% 70% 50% 30% 10% 10% 30% 30% 50% 32% 33.05% 33.90% BP < 130/80 17% 65% 20% 50% 60% 70% 40% 30% 20% 50% 10% 25% 35% 50% 38% 32% LDL < 100 mg/dl 49% 65% 20% 29% 13% 60% 20% 30% 20% 60% 30% 20% 45% 30% 31% 33.50% Non Smoker 49% 65% 60% 60% 70% 90% 60% 90% 40% 70% 50% 60% 60% 70% 65% Overall: FQHC B Charts Reviewed A1c < 7 % 35% 65% 43% 33% 49% 32% 52% 32% 35% 22% 22% 40% 40% 48% 37% 33.05% 33.90% BP < 130/80 20% 65% 30% 42% 47% 42% 34% 42% 24% 32% 35% 25% 35% 45% 36% 32% LDL < 100 mg/dl 49% 65% 29% 33% 29% 44% 27% 35% 34% 50% 28% 40% 43% 38% 36% 33.50% Non Smoker 57% 65% 57% 74% 69% 95% 77% 89% 54% 65% 48% 70% 58% 70% 69%

25 CEO and Board- Creating an Effective Partnership It is imperative that the Board and the CEO create an effective working relationship Often times, there is a struggle for power between the Board and the CEO.

26 The Delicate Balance-The Governance Partnership The Board governs the life of the organization Has ultimate responsibility Is accountable to the public trust Delegates to the CEO by creating the scope of the delegation Chief Executive Officer directs and coordinates the operations of the organization Daily administrative oversight Strategy Development for the organization Is accountable to the board

27 CEO The CEO is hired to develop the strategy and perform the daily oversight of the operations of the organization. Remember, that you are not a member of the board but a key partner of the board to ensure that the collective mission and vision of the organization is accomplished. The CEO must learn to manage up in a way that affords information sharing but does not invite micro-management.

28 Things to Think About Pertaining to Board Development * Creating and maintaining the Board s effectiveness can be challenging: What steps need to be considered to better/enhance our effectiveness

29 Board Building Cycle Approaches to expand Identify Cultivate Evaluate/ Rotate Development Involve Educate Recruit & Orient

30 Identify Human Capital for the Board Develop/re-evaluate Board Member Job Description What do we need to move forward in the next several years? Skills Knowledge Perspective Connections What do we have? Examine diversity of the board? (Profession, education, demographics (race/ethnicity What is missing?

31 Cultivate Potential Directors Identify sources of potential board members with the needed characteristics? Develop relationships-ask community/business entities for perspective board members? Identify potential board members Cultivate them, get them interested, and keep them informed. Ask them to take on specific short-term tasks or serve on committees on behalf of the organization. Be specific on what you are looking for relative to prospective board

32 Recruit Conduct and interview (Take it seriously): Describe why a prospective board member is wanted and needed. Describe expectations and responsibilities according to job description. Invite questions Do not minimize requirements Make sure the prospect understands and supports the mission Ask if prospect would be willing to serve if elected for the next several years.

33 Orient To the organization: programs, history, by laws pressing issues, finances, facilities, organizational chart. To the Board: names, bios, board handbook, team building. Involve and Engage The new board member- Assign a immediate task that they can get involved in, assign buddy, solicit and ask for feedback.

34 Education Provide information on what it means to be a FQHC. Provide information about issues facing the organization and the field of healthcare: Health Care Reform ACA/AHCA Repeal - Replace PCMH/JCAHO/AAAHC Accreditation Electronic Medical Records E-Pharmacy Telemetry Funding Cliff Provide opportunities for the Board Members to drive their educational development as well.

35 Evaluate Engage the board in assessing its own performance annually (Provide this information during HRSA Operational Site Visit) Encourage individual self assessment Identify ways in which to improve the board development

36 Rotate Board Members Consider establishing and using term limits for Board Members Encourage individual self assessment Identify ways in which to improve the board development

37 Questions - Thoughts