Canada: Governance Best Practices for High Performing Health Provider Boards

Ontario Health Teams: Governance Best Practices for High Performing Health Provider Boards

The Ontario government is moving forward with the creation of Ontario Health Teams (OHTs): integrated care delivery systems comprised of persons, entities or groups that have the ability to deliver, in an integrated and co-ordinated manner, at least three of the following types of services: Hospital, Primary care, Mental health or addictions, Home care or community care, Long-term care home and Palliative care

OHT partners will include a wide range of different for-profit and not-for-profit entities and organizations.

We believe successful integrations and collaborations occur when participating health providers have adopted similar governance best practices. Health care providers who wish to be OHT members have an opportunity to assess and improve their governance as OHTs are forming and ensure they have adopted best practices.

This publication summarizes governance best practices for prospective OHT partner boards. This guidance will be of interest to all not-for-profit health care providers and organizations in Ontario, whether or not they are designated in the first wave of OHT or are in the "In Discovery" or "In Development" phase. It can also be used to guide OHT partners in identifying governance best practices to be adopted for the OHT itself as a governance framework is created for the development and decision-making process of an OHT – whether a formal "board" is established for that process, it is memorialized in a document such as a memorandum of understanding, or it is adopted as non-binding framework.

In order for health care organizations to build the trust and relationships necessary to move forward with OHT development, it is important that they are on the same page and speak the same language when it comes to governance best practices.

Framework for Good Governance

Good governance fundamentally means that boards carry out their fiduciary responsibilities.

The fiduciary role requires the board to act to ensure the corporation that it governs succeeds in serving its object or purposes (i.e., fulfilling its mission), and sustains itself in order to continue serving those objects by maintaining its tangible and intangible assets and financial viability. In doing so, the corporation adheres to its core values and discharges its accountability responsibilities.

The quality of governance is a direct result of the quality of the board's behavior. Effective board behavior is crucial for good governance.

There are three essential conditions that are conducive to and supportive of effective board behavior:

  1. Board quality – the quality of the people at the table and the impact of their collective skills on good governance.
  2. Board role – the areas in which the board will exercise a governance role and the approach the board takes to exercise its role (i.e., what the board does).
  3. Board structures and processes – the structure and processes used by the board to perform its governance role (i.e., how the board does its work).

Objective: Mission/Values and Accountabilities

 

The best practices set out in this publication are fundamental in ensuring that a board has established the conditions for good governance. Best Practices #1, #2 and #3 relate to board quality. Best Practices #4, #5, #6 and #7 relate to the board's role. Best Practices #8, #9 and #10 address board structures and processes.

Board Quality

Best Practice 1: Board Recruitment

  • Good governance starts with board quality. Board quality is a function of many factors including board size and composition. Board composition and recruitment processes will be impacted by the nature of the organization. Most OHT partners will have board recruitment processes that give the board the lead role in guiding board succession. When the board is accountable for board succession, the board should:
    • recruit directors based on a skills/experience/diversity matrix that is annually reviewed and revised based on strategic directions,
    • recruit directors with a view to future board leaders,
    • use a variety of means to find board nominees,
    • avoid situations of conflict by recruiting independent directors: ex officio directors are limited,
    • ensure that renewal is not automatic and term limits are adhered to, and
    • periodically review board size with reference to the work of the board.

Best Practice 2: Getting the Best from Each Director

  • Once board quality is addressed, the board should ensure there are processes in place to enable each director to make a valuable contribution.
  • The board (particularly the board chair) needs to takes ownership for the quality of director "on-boarding" (education, orientation, mentoring).
  • The board needs to invest in ongoing governance education: at least one board meeting a year should include an education session on governance.
  • Evaluations should be used to improve individual and collective performance and to make decisions about renewal.
  • The chair should meet annually with each director and ask key questions, including soliciting feedback about the chair's role and performance, but more importantly about the contribution to be expected of the director.
  • Each director should be encouraged to have a personal development plan.

Best Practice 3: Director Engagement

  • Individual directors must practice personal due diligence.
  • Behaviour
    • adhere to "rules" of fiduciary conduct,
    • understand and respect the structures and processes of governance, and
    • respect the chair and other directors.
  • Participation
    • fully engage in orientation and ongoing education, and
    • recognize the importance of meetings – prepare, attend, participate.
  • Commitment to Continuous Improvement
    • personal development plan for contribution to the board over the course of board term.

Board Role

Best Practice 4: Shared Understanding of Board Role

  • The board needs to have a shared understanding of the role of the board and the principles that apply to board decisions.
  • The board must understand the importance of the board's independent oversight of management and the need for the board to define "board work".
  • To better perform its role, the board should collectively spend time discussing the elements of acting in the best interests of the corporation particularly the corporation's stakeholders and accountabilities: the board needs to understand its mission, vision, values and accountabilities, and to whom and for what the corporation is accountable.
    • In health care, there are typically multiple and diverse stakeholders that need to be taken into account.
    • The objective of corporate governance is to ensure the organization fulfils its mission, moves towards its vision, operates in a manner consistent with its values, and discharges its accountabilities.
  • The board balances time spent in various responsibilities.
  • The board adopts a written Board Role Statement to ensure the board has a shared understanding and to aid in board recruitment. A written Board Role Statement also assists the board in developing its Annual Board Work Plan, which in turn is an important tool in making meetings of the board effective.

Best Practice 5: Board Decision Process

  • The board needs to understand the consensus decision process. The consensus decision process does not mean that a decision is unanimous but rather that all board members will support the decision even if they do not agree with it.
  • A consensus decision process:
    • is important for skills-based boards with multiple accountabilities, and
    • ensures all sides of an issue are considered and allows a board with a diversity of skills and experience to ensure each director contributes their perspective to the discussion.

Best Practice 6: Boardroom Culture

  • The board and chair should establish and maintain processes to ensure that board culture enhances individual director and collective board contributions, and the risk of bad behaviour is minimized. Such processes will provide that:
    • recruitment includes director behaviour,
    • orientation includes expected behaviour, including attendance and adherence to the fiduciary standard,
    • written Board Code of Conduct and Conflict of Interest polices are adopted but more importantly are understood by the board and enforced (peer influence),
    • the board finds opportunities to build trust and collegiality, and
    • the chair addresses behaviour issues in a timely manner.

Best Practice 7: Understand Health System Accountability and Adopt a System Perspective

The board needs a collective understanding of the accountabilities of the organization. Accountabilities of a publicly funded, mission-driven organization will be varied and include: patients/clients, other health care organizations, regulators, funders, donors, taxpayers, academic partners, the community served, etc. These varied accountabilities cause the board to have a health system perspective.

Looking at the organization through a system lens will impact key areas of the board role and function including:

  • Strategic planning
  • Recruiting – both at a board and management level
  • Stakeholder relations and engagement
  • Expectations of the board chair

Boards should:

  • Be informed about health trends, the health system and, in particular, the local health system.
  • Identify key stakeholder organizations and look for opportunities to build board-to-board relationships – such relationships can facilitate opportunities for integration by building trust and confidence.
  • Evaluate decisions with reference to a system perspective. Where appropriate, boards should ask questions such as: "Have we talked to other key stakeholders in the system with respect to this initiative? How will this impact the system and other health care providers?"
  • When the opportunity arises, participate in collaborative governance forums. If no such forums have been established, consider working with other health care providers to establish collaborative governance discussions facilitated by a neutral party.

Board Structures and Processes

Best Practice 8: Board Meetings are Effective

  • Board meetings are effective when the board understands and effectively uses the processes that enable effective board meetings. In health care organizations, these may be established or dictated by legislation and/or funding agreements. Such process includes:
    • developing an Annual Board Work Plan to determine meeting frequency, specific agenda items and board education,
    • structuring the board meeting agenda to ensure adequate time is allowed for discussion particularly for material board decisions and such decisions are not left to the end of the agenda,
    • using a Consent Agenda to facilitate approval of routine or recurring matters where no debate is expected thereby allowing greater time for discussion of material matters,
    • facilitating the board oversight function through the use of efficient performance oversight tools such as a balanced score card or dashboard,
    • ensuring the board understands the role of committees and uses mechanisms to ensure efficient reporting from committees,
    • using a decision support document for board decisions to ensure the board receives the information and analysis relevant for material decisions,
    • ensuring the board collectively and the directors individually understand the fiduciary duties of directors and officers and behavioural expectations,
    • the role of the chair as meeting manager is understood and respected by the board,
    • adopting a written Code of Conduct for directors that addresses director behaviour generally, and in particular, issues of acceptable conduct during board meetings, and
    • if the board is required to have meetings that are open to the public, adopting a policy on in camera meetings.
  • A board should ensure that it uses the meeting of independent directors without management present for the right reasons.
    • A meeting of independent directors is not a board meeting: no decision binding on the corporation is to be taken during these sessions.
    • Objectives are:
      • ensuring board independence,
      • allowing the board an opportunity to assess board process, particularly the adequacy and timeliness of information coming to the board from management,
      • providing the opportunity to build relationships of confidence and cohesion among board members to improve board effectiveness, and
      • ensuring the board is in a position to objectively evaluate performance of CEO and the board's relationship with management—but this is not the CEO evaluation process.
    • Process:
      • CEO remains for an initial period of time,
      • CEO leaves, and
      • Chair reports outcomes to CEO.

Best Practice 9: Board Committees are Effective

  • It is important that the board understands why it has committees. In health care organizations, these may be established or dictated by legislation.
    • committees are created by the board to assist with board work,
    • committees (unless required by specific legislation) have no inherent right or role – all powers are derived from the board,
    • committee terms of reference should be periodically reviewed, and
    • the board must define board work first (Annual Work Plan helps).

Best Practice 10: The Chair is Effective

  • The board and the chair need to have a shared understanding of the role of the chair. In particular:
    • The chair is the board leader and ultimately accountable for the quality of board governance,
    • The chair:
      • ensures integrity and effectiveness of the board governance role and processes,
      • is the presiding officer at board and member meetings,
      • represents the board within the corporation and represents corporation/organization to community and/ or stakeholders, and
      • builds relationships with board members, management and key stakeholders.

Additional Resources

The Guide to Good Governance: Not-for-Profit and Charitable Organizations (2013). Co-authored by Anne Corbett Partner with BLG and Jim Mackay of Berkeley Consulting and published by the Ontario Hospital Association, offers governance tools, templates and guidance as a resource for developing and implementing the governance best practices referred to in this publication.

While the Ministry has provided guidance on minimum governance requirements for OHTs, it makes clear that governance arrangements for OHTs will be "self-determined and fit for purpose." Good governance is key, not only for the operation of OHTs, but for individual providers, as a key ingredient in successful collaboration.

As providers and organizations come together at various stages in the OHT development process, they are looking for guidance with respect to OHT governance options, as well as solutions to provide structure and rigor to the development and decision-making required to form and operate OHTs.

BLG has released Governance Options: Getting Started and Evolving Towards Maturity (April 2019). This publication describes options for OHT governance.

About BLG

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions