One of the many unintended consequences of health care transformation is the pressure it places on boards and individual trustees. Balancing the industry’s complexity and uncertainty with leadership responsibilities can result in boardroom disruption.
But there is a significant difference between positive disruption and disruptive behavior that hinders the board’s ability to function and lead the organization. A trustee who can express controversial ideas and viewpoints brings positive disruption to the board and strengthens governance performance. Negative disruption, however, comes from an unprepared, argumentative or disrespectful board member. This behavior is a clear detriment to the governance process.
Positive vs. Negative Disruption
Trustees who exhibit negative disruptive behavior hinder the board’s ability to do its job. Their disruption can take several forms: missing, arriving late or being unprepared for meetings, making distracting comments, dominating the discussion or pushing a personal agenda. Disruptive trustees may have a “my side vs. your side” mentality, may attempt to recruit board allies to “their side,” or may circulate rumors to plant doubt among board members, senior leaders, employees and hospital supporters. Trustees who act this way have questionable ethics, and are negligent in carrying out their responsibilities.
On the other hand, trustees who exhibit positive disruption serve an important purpose. Without it, the best ideas may not surface. Boards should nurture a culture that welcomes challenges to assumptions and explores alternatives to traditional thinking, ensuring that differing points of view and alternative courses of action are considered. Positive disrupters may ask such questions as, “Why are we pursuing this direction?” and “Is there a better or less costly way to achieve our objective?” They also may ask about a particular topic’s connection to the mission, or if the hospital’s mission and vision are still viable in today’s environment. While these questions initially may frustrate fellow board members and senior leaders, they are the right questions to ask in today’s changing environment.
While positive disruption is an asset to governance, it’s important for boards to put in place preventive strategies that minimize the potential for negative disruption before it becomes divisive and damaging to the board.
1 Consider a governance compact. Every board should have a governance compact that outlines the board’s guiding principles. It should specify the expectations of each trustee, including expectations for meeting attendance, preparation and dialogue, governance education, engaging in discussion about controversial topics and maintaining respect for and collegiality with other trustees. It also should clarify board commitments, including conflict of interest, confidentiality and fulfilling the fiduciary commitment to the organization.
2 Conduct an annual evaluation. Boards should conduct an annual evaluation of the entire board, as well as of individual trustees. The process should be an opportunity to improve individual and collective leadership, and to identify gaps where additional education and development may be beneficial.
3 Require an annual recommitment. Regardless of the number and length of board terms, trustees should recommit to the board and the organization annually. This process should include trustees’ consideration of new external responsibilities that may conflict with their ability to devote the time and energy required to be an effective trustee and other factors that may conflict with their ability to be an involved, productive member of the governance team.
4 Conduct new trustee orientation and ongoing governance development. In addition to ensuring a robust new trustee orientation process, all board members should be required to participate in education that strengthens their understanding of developments in health care and prepares them to anticipate and address emerging issues and challenges.
5 Consider board mentors. Formal mentorships may be useful for new trustees when they join the board. In addition, a mentor relationship may help to identify and resolve the root causes that result in negative disruptive behavior.
6 Welcome dissenting voices. Don’t confuse a dissenting voice with negative disruption. Encourage constructive confrontation as part of the board’s culture. Before dismissing a trustee’s comments as disruptive, encourage the chair to help reframe issues and statements in a positive light to stimulate dialogue around critical issues.
Removing a Board Member
For some trustees, preventive strategies have no impact. When necessary, consider the following guidelines when removing a board member.
• Request a resignation. The simple solution may be a one-on-one meeting between the disruptive board member and the board chair. If the trustee is deliberately and consistently not fulfilling the requirements agreed to in the governance compact or stated in the trustee job description or the board bylaws, the board chair may request that the trustee resign from the board.
• Consult the bylaws. Every board’s bylaws should outline the process for removing a trustee, and should define if and when a board member should be removed, and the percentage of board member votes required to initiate removal. Before taking this action, always begin with a private conversation offering resignation first, allowing the trustee an opportunity to leave gracefully.
• Use term limits, but don’t rely solely on them. Term limits provide an opportunity for a board member to end his or her service on the board. However, a trustee should not be allowed to remain a negative disruption if the end of his or her time on the board is not imminent. An annual reappointment review will help to ensure a board member’s commitment, highlight potential behavioral issues that may be affecting the board’s performance, and provide guidance for productive leadership.
• Remain professional. Regardless of the behavior exhibited by a disruptive trustee, it is essential that the chair, the board and senior leadership remain professional and ethical in all of their interactions with him or her. When a trustee leaves the board, he or she likely will remain an active participant in the community. Hospital leaders must strive to maintain a positive relationship with the trustee, and prevent rumors that may be damaging to both the trustee and the organization.
Get Ahead of the Curve
Taking proactive steps can help boards to minimize negative disruption and maximize positive disruption. For those rare times when a trustee’s behavior causes problems, the board must confront him or her before the disruption hurts the board’s performance.
Navigating Elected, Appointed Boards
Elected and appointed boards present unique governance challenges. First, the hospital cannot independently recruit for specific experience and competencies. In addition, members may serve as part of their responsibilities to another elected office, such as county commissioner or city supervisor, to satisfy a personal agenda or for the prestige of the position. Hospitals and systems can help to educate the public, or those making board appointments, before trustees are elected or appointed, by doing the following:
• Ensure a clear understanding of the fiduciary responsibilities of all trustees.
• Communicate the competencies needed now and in the future.
• Use social and traditional media to encourage the public to make choices based on the challenges the hospital faces and the skills and competencies necessary for successful board service.
• Encourage those making appointments or voting in elections to ask potential board members about why they want to be a trustee, the experience, skills and competencies they can contribute to the board, if they understand the time commitment required, and how they believe they can play a vital role in helping the hospital to achieve its mission and vision. — N.M. and C.F.