May/June 2000

Best Practices in Governance


Catholic Health Initiatives’ national staff members who visit Good Samaritan Health Center in Merrill, Wis., and CARITAS Health Services in Lousiville, Ky., often remark on how effectively the boards of the market-based organizations carry out their duties. "I’m humbled that others within Catholic Health Initiatives think of us as a best practice in governance because what we do here comes very naturally," said Michael Hammer, president and chief executive officer of Good Samaritan. Good Samaritan board reflects the community The market-based organization’s 11-member board includes Hammer, a representative of Catholic Health Initiatives and nine others who represent a cross-section of the small rural community. "We identified the segments of our community that we want to have represented on the board, and we actively recruit board members from those segments," said Hammer. "We want our board to reflect our community and the way that it thinks. For example, during one of our strategic planning sessions, members of the board said that people in our community were driving to Wausau, a city 20 miles away, for walk-in health services. That began the analysis and ultimate decision to start our own walk-in clinic, and it has become a very successful line of service." The Good Samaritan board is structured as a committee of the whole: rather than working in separate committees for finance, marketing, etc., the entire board works on all of the issues before it. "Every time we set up committees, the rest of the board was so interested in the work of each committee that we ended up going through all the details at our full board meetings anyway," said Hammer. To keep the board’s monthly, early-morning meetings moving along smoothly, the chairperson assigns a specific amount of time to each agenda item. "If an item requires further discussion, it is carried over to the next meeting," said Hammer. "The time schedule helps keep everyone focused." Before each meeting, Hammer also provides board members with a written administrative report. "The report lists 10 or 12 items with just a line or two about each," he said. "We include a finance report, key hires or resignations and employee achievements. The report gives our board members information that they would otherwise have to ask for, so it helps to make our meetings more productive." CARITAS board meets clear expectations At CARITAS, executive team members stay in touch with the 18-member board of directors between their full bi-monthly meetings via committee work, phone calls, personal lunches and a newsletter called Board Briefings. "We also send material for each board meeting a week in advance so that board members can prepare," said Peter J. Bernard, president and chief executive officer of CARITAS. CARITAS uses an analytical process, including a matrix analysis, to select board members from among community leaders who are recruited or express interest in serving on the board. "The board chairperson and I also pay a personal visit to each candidate," said Bernard. "The result is that our board has become much more reflective of the community and includes key leaders who feel a true ownership of our mission, vision and philosophy." Bernard also attributes the board’s successful governance of CARITAS to the clear expectations it sets for board members and an emphasis on continuing education. "For example, we have an attendance policy with specific requirements for board members," he said. "In addition to the full board and standing committee meetings, we expect them to attend a national conference, education sessions held prior to each board meeting and the CARITAS annual leadership conference, which allows for in-depth discussion of issues." New board members also prepare for success with an in-depth orientation to CARITAS. "Each new member sits down with our chairperson, one or two other key board members and our chief of the medical staff for an overview of the structure of CARITAS and Catholic Health Initiatives," said Bernard. "We discuss the roles, duties and responsibilities of the board; review financial reports and strategic plans; show a film on the heritage of our organization; and provide a tour of our facilities." Like the Good Samaritan board, the CARITAS board conducts an annual evaluation of its performance. "These assessments help the board members communicate with each other and continually increase their effectiveness," said Bernard.