Is your board looking to recruit an "outside expert" as a member? If so, you are not alone. This idea is becoming a governance best practice for good reason. A voting member of your board who brings needed expertise in health care, governance or another area and does not live or work in the community served by the hospital can be a valuable asset.
Now that this idea is more widely accepted, my colleagues and I — health care and governance consultants, professors, physician leaders, experienced board members, recently retired CEOs, and others — are seeing an increase in invitations to join distant nonprofit health care boards. This raises an important question for a board considering making such a request: Why should an outside expert join our board?
Several years ago, a friend who is a nationally recognized physician leader joined the board of a small hospital located in another state. When I asked why he joined that particular board, his response was simple: "Because they asked me first."
Today, most candidates for outside board positions are becoming more selective and have developed implicit screening criteria to evaluate possible memberships. So, let's take a look at your board through the eyes of an outside expert. This may reveal some problems your board should address, whether you are hoping to recruit a nationally known expert or the business leader in the next town.
Obvious Deal Breakers
Legal trouble: Is your board facing lawsuits or severe Medicare or other regulatory sanctions such that a new board member would face significant governance and strategic challenges plus a future of subpoenas, depositions, court appearances and media scrutiny? Would this consume inordinate amounts of time and put an expert's professional reputation and personal assets at risk? As the movie mogul Samuel Goldwyn used to say, include me out.
Misplaced power: Does your board have a dominant, controlling executive committee? Do the bylaws confer all or most governance authority to the executive committee, even if committee members claim they would never exercise it? Does the CEO see the executive committee, not the full board, as his or her boss? Most experts won't serve on a board where they are held accountable for decisions that they were not involved in making or where there is a two-tier board of insiders and outsiders. If that is your board … check, please!
Kept in the dark: Is your board a so-called mushroom board, that is, one that is kept in the dark and covered in manure? Less colorfully described as a CEO-dominated board, this type, although becoming rare, is a chief executive's lapdog. Members are controlled by and subservient to the CEO. This is the classic rubber-stamp board. Next!
Autocratic rule: Is your board dominated by the chair, who has unfettered authority and no term limits? Does he or she control the board composition process, adding cronies who will be in his or her thrall? Does the chair act like the sole boss of the CEO, and everyone else acts this way, too? I once worked with a system board where the chairmanship was passed from father to son, for three straight generations. Sorry, I don't want to be a subject in that monarchy.
Diffuse authority: Is your board one of too many boards in the system? Is the role and authority of your board unclear relative to the other boards in your system? Do simple questions about how many boards there are and who can hire and fire the CEO take several weeks and a lawyer to answer? An old saying comes to mind: Where there is mystery, there is no mastery. And if I want a good mystery, I'll reach for Agatha Christie.
Subtler Warning Signs
Peace at all costs: How is the board culture? Do you have a "go along to get along" board, one that places a much higher value on harmony than on effectiveness and creativity? Is disagreement discouraged? Is it more important to finish a board meeting on time than to have a challenging, passion-filled generative discussion? Is consensus more important than making an effective, timely decision? Was the last time the board had a nonunanimous vote when Herbert Hoover was president? Do the real discussions take place in the hallways, bathrooms and parking lots? I'll take a pass.
Unofficial leaders: Are some trustees more equal than everyone else? Does the board acquiesce to one powerful or wealthy member to such an extent that no outside expert, no matter how persuasive, can break this stranglehold? Well, I'd like to help, but I really must be going.
Decision-making disorder: How does your board make decisions? Does the real debate begin after a vote has been taken? If so, you have a "decide, then debate" culture. Experts prefer a "debate, then decide" culture in which a board debates with many voices, then votes and finally speaks with one voice based on the majority vote. Effective boards have clearly defined decision-making processes that differ according to the magnitude of the decision. Does your board use the same process to approve a merger as it does to approve the minutes? I'll get back to you. No, really, I will.
Too-special interests: Are you a representational board, comprising mandated representatives from various constituent or subordinate groups, each of whom believes it is his or her job to represent the best interests of their respective constituencies? Are at-large members selected by the board as a whole the distinct minority? Would an outside expert be the token at-large board member?
Effective boards use competency-based selection methods to choose the majority of their members, and these members are imbued with the view that they represent the best interests of the hospital or system as a whole. This may sound like a small thing, but its absence is a flashing red warning light to me.
Bad behavior: Does your board tolerate dysfunctional behavior from its members? Does it have members who miss many meetings with no consequence; have not read the meeting materials, yet are allowed to waste the board's time with questions to get up to speed; only engage on "their" issues; cannot disagree without being disagreeable? Think of it this way: What we permit, we promote. So, if your board permits and thus promotes these or other forms of dysfunctional behavior, thanks, but no thanks.
Unequal treatment: Will your board hold me to the same standards of performance to which every other board member is accountable? Good! Experts want to be equal members of the team. Or, will you give me a pass on meeting attendance, committee assignments, retreat participation and continuing education? You will? Sorry, but I am late for my root canal appointment.
Stuck in a silo: Will your board pigeonhole me in my area of expertise, assigning me to chair one committee for my whole tenure on the board? Or, will you expect me to learn and grow with the other board members, to attend continuing governance education and to join a committee as a newbie, where I have no expertise? Are all the board members trapped in their area of expertise? That's not a glaring deal breaker, but it's not ideal either.
What We Are Looking For
The vast majority of my colleagues and I don't join boards for prestige or money. We do it to help and to learn, to be engaged with a board that confronts real problems and that wants to do the right thing. A board of an organization in a challenging position that is fighting the good fight and wants a bit of help is much more appealing than an ossified board sitting on a big reputation, large endowment and a great market position. Even a board with many of the warning signs described above that is aware of its flaws yet sincerely wants to improve is preferable to a board that refuses honest self-reflection and believes itself to be perfect.
Finally, we want to make a positive difference in health care to help you serve your community and, perhaps, generate lessons that will be helpful to boards around the country. Will your board give me an opportunity to do that? Let's talk!
Jamie Orlikoff (email@example.com) is president, Orlikoff & Associates Inc., a governance consulting firm, Chicago, and is the national adviser on governance and leadership to the American Hospital Association and Health Forum. He also is a member of Speakers Express.