March 2010

Helping Leaders Lead — How to Govern Your Board Effectively Once It’s Established

By David A. Myrice, CPA, MBA
Radiology Today
Vol. 11 No. 3 P. 28

As growing radiology practices build governing boards, group leaders need to govern the board so it can effectively oversee the group. Executive accountability and flexibility are also fundamental to board success and governance. Establishing the size of the board and selecting members is the first step. Setting up a functioning code of regulations, learning how to effectively run board meetings, and determining any necessary subcommittees help set up a board to successfully govern a group.

Sizing Up the Board
Radiology practice trends suggest industry consolidation is creating larger groups. Practices of 12 to 35 physicians need a more formal management structure from a smaller group. Governing a larger group or expanding a group can be very different than running a smaller group; planning for that growth and addressing leadership issues are critical.

Determining board size is often challenging. Most experts believe that as a group becomes larger, communication and effective input from all members begin to break down, especially when making decisions. Regardless of the size chosen, keeping an odd number of board members can prevent frequent split decisions on matters.

Once a group has determined its ideal board size, it should then select members based on their experience and leadership skills. Community involvement, an interest in healthcare policy, and a passion for the practice’s success are also important. Assessing a potential nominee’s leadership skill set, depth of experience, wisdom, reputation, values, and passion is only part of the equation. The other part is assessing an individual’s time and dedication. Perfect attendance at full board meetings is a formidable commitment, even before allowing time for preparation, committee meetings, facility visits, training sessions, and travel to and from those activities. Another important consideration when nominating board members is that they are representative of all members of a group. For example, a group with both interventional and diagnostic radiologists would want representation from both subspecialties on its board.

Code of Regulations
With board members selected, the group needs to develop a code of regulations detailing the roles and limitations of the board and group members alike. In fact, developing a code of regulations helps clarify for current and future board members what is expected of them and also offers group members a similar clarity and understanding of the importance of who they elect to the board.

Depending on a practice’s size, some primary code of regulation topics to consider include how board elections are held, how officers are elected, financial and liability limitations, and document maintenance and reporting. Each area within your code of regulations should establish firm guidelines that cannot cross into other areas. By outlining mandatory rules in writing, members will have written goals, objectives, and parameters to follow.

This does not mean, however, that a board must be a team of order takers. Once a board has been provided with a code of regulations detailing its limitations, it then needs to lead the group.

Roles and Responsibilities
With board members in place and a code of regulations established, the next step is assigning roles and responsibilities within the board. Key titles may include chairperson, president, vice president, secretary, treasurer, and board member.

Board chair: The board chair or president typically works closest with a practice’s chief executive and serves as a liaison to the board and vice versa. This position provides leadership to the board of directors and is often the most instrumental in setting forth policies and strategic planning and monitoring financial planning and reporting. The board also has the power to appoint committees and committee chairpersons. The chairman of a committee is usually also a member of the board and as such, serves as the committee liaison to the board. Any powers a committee has are given by the board.

A committee chair may oversee one or more committees based on his or her expertise in any given area. He or she sets the tone of a committee’s work and reports to the board on committee matters, including decisions and recommendations. Also, this individual should be responsible for assigning work to the committees, setting and running meeting agendas, and distributing meeting minutes.

Secretary: The secretary maintains and manages the board’s records. The secretary manages meeting minutes and ensures they are distributed to members shortly after each meeting. He or she should be very familiar with legal and corporate documents (or have someone reporting to him or her that is). The secretary should understand healthcare policy matters, including articles, bylaws, and IRS letters.

Treasurer: The treasurer manages the practice’s finances in coordination with any administrative executives and oversees fiscal matters. This individual oversees the preparation of an annual budget and submits it to the board for members’ approval. The treasurer can also play a key role in ensuring the development and board review of financial policies and procedures.

Board member: Board members must do more than attend regular meetings; they must actively participate in board and other related meetings, stay informed about committee matters, and play a lead role in developing and implementing group strategies and plans. They should have a serious commitment to participating actively in committee work and are assumed volunteers who willingly accept assignments and complete them thoroughly and on time. A board should be encouraged by the practice executive and board chair to establish a collegial work environment that contributes to consensus. Any board is only as effective as its members are committed. Keep that in mind during the selection process.

Time Well Spent
Board meetings (with all members in place) are the most important time a practice administrator or executive can spend in an effort to address and solve strategic issues surrounding the practice. However, the most common complaint from members is poor use of meeting time. Staying organized and on topic is key to how much can be accomplished during a meeting and beyond.

A board’s first goal is to set meeting frequency and time parameters. Being consistent in this area will promote higher meeting attendance and more productive meetings. Once meeting dates are outlined for the year, board and committee chairpersons should set up consistent agenda formats that do not vary from one meeting to another. Agendas should have clearly defined objectives and expectations that always begin by recapping the minutes of the previous board meeting. Since board members are busy professionals, it is always a good idea to let them know that the purpose of the meeting is to accomplish important goals and that the organization respects their time.

Like most meetings, board meetings, composed of individuals on various committees and with different agendas and opinions, are especially difficult to keep focused. Board meeting agendas should always contain the overlying big issues the board must address as a whole and avoid delving into individual committee issues. Heated issues can create many sidebar conversations and debates that can quickly spiral off topic. The quickest way to put a meeting back on track is for the chairperson or president to tell the group that the meeting is off topic and make a note that an internal committee-driven discussion can be scheduled for the topic at hand. A meeting moderator selected by the board is usually the best person to stop a spiraling topic from driving a meeting off the agenda.

Assuming that the meeting’s original goals and objectives have been addressed, it’s important to establish next steps or status updates on projects by appointing responsibilities and project tasks to board or committee members. The next board meeting agenda can be created around responsibilities and project deadlines with individual names attached to each. Doing so dispels confusion about duties among board members.

No board meeting is a complete success without two crucial elements: documentation and communication. A board meeting’s minutes should be documented and communicated from one person within the board. It is absolutely critical that the board secretary or his or her  appointee take detailed meeting minutes with action steps in a manner that is organized and consistent. It’s also a good idea for board meeting agendas to be created by the secretary or the same individual who writes and distributes the meeting minutes. If board members are all on the same page, it makes for a smoother meeting with accomplished goals and objectives—and little confusion as to roles and responsibilities for upcoming projects and deadlines for your practice. This process is also critical for communicating with other members of the group so they can see what the board is doing on their behalf.

Condense With Subcommittees
Radiology boards work around a diverse set of issues, including financial, auditing, capital expenditure, business strategy, healthcare policy, compliance, legal, personnel, and human resources. Small, focused subcommittees can be formed around critical areas to increase the board’s effectiveness. Depending on a practice’s size, a board should split into major areas, including financial and audit subcommittees, and then branch out into other, smaller subcommittees as the practice grows. If possible, avoid unnecessary subcommittees or committee procedures that fall outside the practice’s goals and necessities.

Choosing the right chairpersons to head up committees is important. For example, a board member who has a good understanding of financial matters may be an ideal chairperson for an audit or finance committee. Appointing people who are knowledgeable but also interested in the committee topic improves its effectiveness.

An experienced board overseeing several focused subcommittees can help areas of your practice grow. As healthcare policies change and evolve, specialized committees can help the practice detour risks and find new opportunities. On the other hand, it’s also important for board members to keep their goals focused on the big picture if they’re members of subcommittees. Keeping general board topics separate from subcommittee topics helps ensure all goals are met and addressed in a timely manner.

Maintaining consistency and solid communication in the policies you set forth and the time spent with your board will determine how much it can accomplish. If your board is in place, govern it wisely so it can govern your group.

— David A. Myrice, CPA, MBA,  based in Toledo, Ohio, has specialized in business financial operations since 1981. He is currently a senior finance manager for CBIZ Medical Management Professionals, Inc.