Practical Matters

Just as preventing clinical never events from occurring is a vital quality and patient safety imperative, preventing governance failures is critically important. Boards must have policies, procedures, structure and expectations in place to ensure that they do not commit the following eight governance never events, which are basic failures of accountable governance leadership.

  1. Failure to infuse quality and patient safety throughout the board's agenda
    The board is responsible for ensuring the quality and patient safety of the organization, and it must establish and nurture an organizational culture that continually seeks to improve in those areas. The expectation of informed, engaged participation in quality oversight and leadership should be the foundation for every board meeting agenda.

    Boards can commit "governance malpractice" simply by not talking in meaningful ways about quality and patient safety measures and their implications. The board should have information that will enhance quality discussions and support governance efforts. Background materials should include articles, quality-related governance practices, emerging industry trends, legal and regulatory requirements regarding quality, and processes and practices from other industries that might be applied in the hospital setting.
  2. Failure to consistently carry out the board's fiduciary responsibility
    Trustees owe duties of care, loyalty and obedience to their hospitals. The board's fiduciary duty of care to the organization's stakeholders (patients, the community, employees, medical staff, payers, governments and others) is to ensure that the hospital is financially healthy and that it serves the interests of the stakeholders.

    The duty of loyalty means that trustees must never use their board position in a self-serving manner. It requires trustees to place the interests of the organization above all else when acting in their fiduciary capacity and demonstrate loyalty by using the same level of judgment in discharging the hospital's business that they would use in their own personal business activities.

    The board's duty of obedience requires trustees to follow all state and national laws, organizational bylaws, rules and regulations when representing the hospital's interests. The bottom line is that trustees always must act in a manner that protects corporate operations and community trust.
  3. Failure to engage in robust, deliberative dialogue
    How well the board of trustees engages in lively dialogue around critical issues determines its ability to successfully and decisively deal with major challenges. Good board dialogue is characterized by an avoidance of groupthink, a willingness to challenge traditional assumptions and beliefs, and an absence of mundane reporting. Openly airing the conflicts that would otherwise remain below the surface makes way for real consensus. Board members must ensure their governance conversations are always vibrant, vital and focused on purpose and outcomes.
  4. Failure to lead through evidence
    Boards deal with large amounts of complex information. Too often the evidence that boards rely on to make decisions is anecdotal, disjointed or disconnected. The key to successful evidence-based decision-making lies in the intelligent use of dashboards and balanced scorecards that plot performance against expectations over time. This enables the board to govern through "strategic gap analysis," in which attention is focused on the most significant performance problems.
  5. Failure to hold the board accountable for its performance
    Self-assessment is an important preventive measure boards should take to ensure continual improvement in governing health and wellness. It's one of the most reliable ways to identify and correct governance trouble spots before they spin out of control.

    Successful self-assessments enable boards to identify leadership gaps, or areas in which the board has the greatest potential for governance improvement. Through an effective, well-developed board self-assessment process, growth opportunities may be realized, education can be pinpointed to unique governance needs, new trustee recruitment can be undertaken with increased confidence, and long-range planning can be conducted with a consensus-based framework.
  6. Failure to reinvigorate and replenish governance capital
    How well hospital boards plan and execute trustee succession planning and the recruitment of new trustees defines the hospital's leadership capacity for years to come.

    A trustee succession plan should be developed to attract and recruit trustees who meet specific governance needs. The leadership gaps will be different for each board and organization; while one board may need to increase its diversity, another may seek greater financial expertise or an improved balance between visionary, big-picture thinkers and more practical, "here and now" thinkers.
  7. Failure to understand and respond to community needs and perceptions
    Trustees are responsible for ensuring that their hospital's services provide meaningful benefit and value to the public. It is the board's responsibility to ensure that the hospital understands the needs of the community and strives to meet those needs. A community needs assessment, which provides a snapshot of the community's overall health, is the best way — and is now required for 501(c)(3) hospitals — to determine what the public wants and needs from the hospital and its community partners. The assessment also can provide information about other organizations that may be working to meet specific community needs and where gaps in those services may lie. The assessment gives hospitals the intelligence they need to evaluate potential partnerships with community groups and organizations working on community issues, and ensures that strategies to close community health gaps are developed.
  8. Failure to focus on the big picture, rather than the details
    Today's rapid-change health care environment requires trustees to continually lead their organizations to the horizon. Trustees must be able to provide strong, dynamic and effective leadership in the tumultuous years ahead for health care. Trustee teams must be willing to embrace new ideas, think in new ways, and adapt their leadership focus to anticipate the dramatic changes ahead. A forward-thinking, visionary board does not resist change, but instead embraces it.

    Trustees must continually seek out new knowledge and perspectives about health care, the evolving environment, and its impact on the hospital, its physicians, employees and the community. They must develop a high level of understanding of the areas most critical to organizational success in performance. And they must engage in continual governance education and speed their understanding toward the development of informed decisions and direction. Passing knowledge is no longer enough — developing expertise requires motivation, commitment and time.

Larry Walker ( is the president of The Walker Company Healthcare Consulting LLC, Lake Oswego, Ore. He is also a member of Speakers Express.