2024 Compliatric Webinar Series - The Essentials of Effective Board Governance

Join us for an insightful presentation on the critical elements of effective board governance. This session will explore the foundational principles so that health center boards can be successful, including the roles and responsibilities of board members, best practices for decision-making, and strategies for fostering a culture of accountability and transparency.

Participants will be able to examine the 4 pillars to high performing boards.

1. www.compliantfqhc.com
Building Strong Foundations:
The Essentials of Effective
Board Governance
COMPLIATRIC WEBINAR SERIES
Jennifer Genua-McDaniel, BA (Hons), CHCEF
Genua Consulting, LLC

2. Agenda
Roles and Responsibilities
for a Community Health
Center Board of Directors
4 Pillars to High Performing
Boards
Taking the Next Step…

3. https://www.healthcenterinfo.org/details/?id=2302

4. Duties of Board Members
Duty to Care:
Be knowledgeable of all
reasonably available
information
Careful and prudent when
making decisions
Duty of Obedience:
Obedient to health center’s
purpose based on your
mission, vision and bylaws
Openly voice opinions and
then back the decision of
the board
“No parking lot discussions”
Duty to be Loyal:
Never do anything on
purpose that could harm
the health center
Disclose potential conflict of
interests
Do not discuss confidential
board and health center
information with others

5. Roles and Responsibilities of Board
of Directors
◦Authorities and Responsibilities of the Board (Chapter 19: Board Authority)
◦Hold monthly meetings with quorum
◦Selection, approval of and termination (if applicable) of the CEO/ED
◦Approval of the health center’s annual budget and applications
◦Approval of health center sites, locations, hours of operations
◦Performance evaluation of the health center
◦Establishing, adopting and evaluating health center policies
◦Ensuring health center complies with federal, state and local laws
◦Long-range strategic planning at least once every three years (including financial
management and capital expenditure needs)
https://bphc.hrsa.gov/programrequirements/compliancemanual/chapter -19.html#titletop

6. Roles and Responsibilities of Board
of Directors
https://bphc.hrsa.gov/programrequirements/compliancemanual/chapter -19.html#titletop
◦Adopt, Evaluate and Approve at least once every three (3) years:
◦Sliding Fee Discount Program Policies
◦Billing and Collections Policies
◦Financial Management and Accounting System Policies
◦Quality Improvement/Assurance Policies
◦Personnel Policies
◦NOTE: Governing board-approving policies that govern the overall operations of the
center.

7. Tracking Board Responsibilities

8. Board Composition (Chapter 20)
◦9-25 members
◦At least 51% are patients served by the center**
◦Non-patient members are representative of the community and selected to provide
relevant skills/expertise**
◦No more than one-half of non-patient board members derive more than 10% of their
annual income from the health care industry**
◦Health center employees and immediate family members may not serve
◦Include representatives from/for each special population served
** Additional details can be found at https://bphc.hrsa.gov/programrequirements/compliancemanual/chapter -20.html#titletop

9. Being a Patient Board Member…
Essence of the health center
Program
Written into federal law for health centers
Valuable Insight on Areas of
Improvement
Proving a voice for the community and other patients
Expansion of services that may be added
Valuable Insight on Fees and
Services
Is the sliding fee discount program a barrier for patients?
Should fees and costs be evaluated?
Liaison Between Community and
Health Center
Provide feedback to the CEO/Board on valuable issues

10. FOUR PILLARS
High Performing Board

11. Pillar 1- Focus on Governing
◦Know the difference between governance and management
◦Bring the discussion and issues back to your mission and vision
◦Executives support the board in their governance and reinforce its role during
interactions

12. Pillar 2- Strong CEO and Board
Relationships
Determine the interaction between the board and CEO
Write down agreements in formal board policies and procedures
Ensure the CEO has a current job description that is signed
Evaluate the CEO’s performance at least annually and set
achievable goals

13. Pillar 2- Strong CEO and Board
Relationships

14. Pillar 3-Effective and Efficient Board
Meetings
Receiving board
packet in
enough time to
be able to
review it
Reviewing
material before
coming to the
meeting
60% of time
spent in
discussion versus
“staff reading
reports”
Summarize and
discuss reports
Ensure minutes
capture board
and staff
discussion
Providing
clinical and
financial data in
a method that
supports
decision making
ASK QUESTIONS!

15. Pillar 4- Healthy
Board Culture
◦Having a structured board meeting (ex. Robert Rules
of Order)
◦Having open and honest conversations
◦Have tough conversations in a respectful and
confidential environment
◦Be respectful of others, candid conversations is
encouraged and expected
◦HRSA requires “evaluation of performance of
health center”
◦Individual board members have NO power-work
together to make decisions
◦Includes committees (Executive)
◦Hold each other accountable for agreed behaviors
◦Get to know your “Health Center Board Family”

16. TAKING THE NEXT
STEP…
Good to Great!!

17. My Board Is…
•Starting point
Fiduciary
Board
•Middle
Strategic
Board
•High functioning
Generative
Board

18. Fiduciary Board
Strictly oversight and policy
“Have we checked all the boxes that our
funders (federal/non-federal) wants us to
follow to keep our grant?”
Usually based on the Health Center Program
Compliance Manual and Site Visit Protocol
Role and Responsibilities
Using resources effectively and
efficiently
“Can the budget support expansion of sites
and services?”
“The clinical data says that our diabetic
patients have good control”
Minimal discussion documented in board
meeting minutes

19. Strategic Board
Focused on strategic priorities
and drivers of the health center
Use the strategic plan as a
guide
“Are we following what we said we would
do?”
Board and staff discuss strategic
data from multiple sources
Data is at a higher level and comes from a
variety of stakeholders
•Ex. Diabetes control is compared to local,
state, national and other health centers
that are similar in size and complexity

20. Generative Board
Visionary Board
What is the bigger purpose?
Board thinks through and pick apart
different organizational components to
challenge and improve the health center
Meetings are spent seeking more
information, questioning
assumptions and challenging
conclusions
Identify and discern important challenges
and opportunities in your health center
Advocate for solutions based on analysis
“WHY” doesn’t matter; it’s the
meaning behind it
“What is the meaning behind the increase
of diabetes in our community?”
Big picture discussion versus current
operations and strategic priorities
•“What do we want our health center’s
legacy to look like?”
•“If we were to merge/acquire with another
health center, who would we choose and
why?”

21. Generative Questions
What if we lost our federal
funding?
What are the 2 biggest external
factors that impact our health
center?
How would we respond if our
environment changed over night?
How can we proactively prepare to be
adaptive?
How do we work with others to address
complex challenges?
What do we need to know before we act?

22. Comparing Governance Models

23. Comparing Asking Questions

24. GETTING STARTED

25. Education and Implementation
1. Start the discussion
Discuss the generative concepts with the
CEO
Educate the rest of the board of
directors
Set a date to implement small changes
2. Implement a consent
agenda
Evaluate the length of the board
meeting
Pilot the consent agenda template
MUST set expectations of board
members and staff
•Board members to receive AND review
information at least 7 days in advance
•Be prepared to have discussion on
reports

26. Implement Discussion
◦3. Add generative questions at the end of the meeting
◦Allocate time to each section of the meeting to leave
enough time for generative discussion
◦Based on current/future events, include generative
questions
◦Determine to have generative discussion monthly or
quarterly
◦Document discussion in the meeting minutes

27. Resources
https: //boa rdsource. org /g enera tiv e-g ov erna nce-boa rdroom-conv ersa tions/
https: //boa rdsource. org /g enera tiv e-g ov erna nce-boa rdroom-conv ersa tions/
https: //www. hea lthcenterinfo. org /quick -finds-g ov erna nce/
https: //www. hea lthcenterinfo. org /quick -finds-g ov erna nce/
https: //bphc. hrsa . g ov /complia nce/complia nce-ma nua l
https: //bphc. hrsa . g ov /complia nce/complia nce-ma nua l
Generative Governance
Principals:
https://boardsource.org/generative-
governance-boardroom-conversations/
NACHC: Health Center Info-
Governance Resources:
https://www.healthcenterinfo.org/quick
-finds-governance/
Health Center Program
Compliance Manual:
https://bphc.hrsa.gov/compliance/com
pliance-manual

28. ◦Have Additional Questions?
[email protected]