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

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Conflicts of Interest for Physicians on Boards

Physicians

• n Boards

Who Serves On The Board? Qualifications

• Integrity
• Character
• Competence
• Will to act
• Willingness to serve
• Commitment to mission/

sense of service

• Acumen

Qualifications

• Experience
• Insight
• Courage
• Time
• Energy

Basic Rules for Directors

• Know the business
• Stay informed
• Follow conflict of interest policy
• Record dissent when necessary
• Maintain confidences outside the

board room

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Physicians On Boards

• Traditionally excluded:
• Conflict
• Competition

How Many Physicians

• A. From token to

significant minority B. Limit on “insiders” C. Influence is disproportionate

What Physicians?

• Not representatives
• Selected as other board members

Conflicts of Interest The Problem Is Not That Conflicts Of Interest Occur – It’s How They Are Dealt With Conflicts of Interest may exist because of:

• Competition
• Ex-partners

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Conflicts of Interest may exist because of:

• Friendship
• Familial relationship
• Employment/partnership

Managing conflicts of interest is essential to:

• Be fair to the physician
• Protect person with COI
• Protect the integrity of the process

Desert Hospital

• $13.45 Million
• “Breach of Fiduciary Duty”

Adopt Conflicts of Interest Policy

Conflicts Of Interest

• Duty of loyalty

Duty of Loyalty – Must Avoid:

• Competing with corporation
• Disclosing confidential information
• Misappropriating corporate
• pportunity/information
• Personal enrichment at corporate

expense

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Conflict of Interest Policy

• Disclosure of financial interests

and all material facts

• Procedures for determining

conflict

Conflict of Interest Policy

• Procedures for addressing conflict
• Adequate recordkeeping
• Dissemination

Procedures for Determining Conflict of Interest:

• Leave room while discussion

takes place

• Don’t vote on determining

conflict

Procedures to Address Conflict:

• Don’t participate in

discussion or vote

• Appoint non-interested

person or committee to investigate alternatives

Procedures to Address Conflict:

• Majority of non-interested

directors approve

• Discipline those who violate

policy

Ex Officio?

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Physicians bring different knowledge/expertise But, Medical Staff President? Pros:

1. Excellent physician 2. Trust/respect of colleagues 3. Medical staff assured that its interests will be conveyed

Cons:

1. Board members do not “represent” others 2. Medical staff may not accept that limitation 3. Two-year terms are not adequate for effective board member

Cons:

4. Board members selected on personal qualifications 5. Conflicting business ventures (surgicenters)

Cons:

6. President elected for devious reasons? 7. Untenable position when legitimate differences

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How many physicians? IRS 990

Alternatives?

1. Medical Staff President should attend board meetings 2. Significant number of physicians with full terms

Alternatives?

3. Service on board committees 4. Greater role for physician leadership in organization

Truly Good Director

• Bold enough to ask good

questions without being argumentative and distracting CEO

Truly Good Director

• Learn all about company and

field – without control over day-to-day operations

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Truly Good Director

• Share CEO’s passion without

receiving any glory