Physicians Conflicts of Interest for Physicians on Boards on - PDF document

Physicians Conflicts of Interest for Physicians on Boards on Boards Qualifications  Integrity  Character Who Serves On  Competence  Will to act The Board?  Willingness to serve  Commitment to mission/ sense of service  Acumen Basic Rules for Directors Qualifications  Know the business  Experience  Stay informed  Insight  Follow conflict of interest policy  Courage  Record dissent when necessary  Time  Maintain confidences outside the  Energy board room K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 1

Physicians On Boards How Many Physicians  Traditionally excluded: A. From token to  Conflict significant minority  Competition B. Limit on “insiders” C. Influence is disproportionate What Physicians?  Not representatives Conflicts of Interest  Selected as other board members Conflicts of Interest The Problem Is Not may exist because of: That Conflicts Of Interest Occur –  Competition  Ex-partners It’s How They Are Dealt With K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 2

Conflicts of Interest Managing conflicts of may exist because of: interest is essential to:  Friendship  Be fair to the physician  Familial relationship  Protect person with COI  Employment/partnership  Protect the integrity of the process Desert Hospital Adopt Conflicts of  $13.45 Million Interest Policy  “Breach of Fiduciary Duty” Duty of Loyalty – Must Avoid: Conflicts Of Interest  Competing with corporation  Disclosing confidential information  Duty of loyalty  Misappropriating corporate opportunity/information  Personal enrichment at corporate expense K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 3

Conflict of Interest Policy Conflict of Interest Policy  Disclosure of financial interests  Procedures for addressing conflict and all material facts  Adequate recordkeeping  Procedures for determining  Dissemination conflict Procedures for Determining Procedures to Address Conflict: Conflict of Interest:  Don’t participate in discussion or vote  Leave room while discussion takes place  Appoint non-interested person or committee to  Don’t vote on determining investigate alternatives conflict Procedures to Address Conflict:  Majority of non-interested Ex Officio? directors approve  Discipline those who violate policy K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 4

Physicians bring different But, Medical Staff President? knowledge/expertise Cons: Pros: 1. Board members do not 1. Excellent physician “represent” others 2. Trust/respect of 2. Medical staff may not colleagues accept that limitation 3. Medical staff assured 3. Two-year terms are not that its interests will adequate for effective be conveyed board member Cons: Cons: 4. Board members 6. President elected for selected on personal devious reasons? qualifications 7. Untenable position 5. Conflicting business when legitimate ventures (surgicenters) differences K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 5

How many physicians? IRS 990 Alternatives? Alternatives? 3. Service on board 1. Medical Staff President committees should attend board meetings 4. Greater role for physician leadership in organization 2. Significant number of physicians with full terms Truly Good Director Truly Good Director  Bold enough to ask good  Learn all about company and questions without being field – without control over argumentative and day-to-day operations distracting CEO K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 6

Truly Good Director  Share CEO’s passion without receiving any glory K:\PRES\HANDOUT\EPI\1112\02Maui\Linda\Conflicts.ppt 7