The Role of the Trustee
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Transcript The Role of the Trustee
The Role of the Trustee,
Are you Ready?
CHHSM Annual Meeting
March 5, 2006
Amy A. Hayman
Senior Vice President
[email protected]
Edwin Eng
Vice President
[email protected]
Leadership Roles and Responsibilities
Table of Contents
The obligations of a not for profit Board member
– Fiduciary obligations
– How to act as a Trustee
Role of a Good Board Member
How should a Board member learn
How to Assure Good Stewardship of Financial Resources
page 1
Leadership Roles and Responsibilities
The Leadership Obligations of a
Not For Profit Board Member
Understand fiduciary obligations
Know the role of a good Board member
Know the goals of the Organization
Know how the Organization operates
Know how to become educated on key issues
Independence
page 2
Leadership Roles and Responsibilities
Some nonprofit boards have moved to
strengthen the board:
Staff oversight
Assurance of quality standards
Oversight of management (especially CEO)
Development of long range plans
Financial focus
– Operating budgets
– Capital plans
page 3
Leadership Roles and Responsibilities
While These Changes Have Resulted in
Stronger Organizations . . .
page 4
Leadership Roles and Responsibilities
Unfortunately . . . They Are Not Enough
Nonprofit health care now more like a business
Multi-site Systems complicate fiduciary duty
Creditors may litigate if they suffer losses
AGs more likely to second-guess trustees
– If non-profit, trustee protected unless display ‘willful misconduct’
page 5
Leadership Roles and Responsibilities
Understand Fiduciary Obligations
Duty of Care - A trustee must perform duties:
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In good faith
In the best interests of the Organization
With such care as an ordinary person would use
Duty of Loyalty – Exercise their power in the interest of the Organization relating to:
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Conflicts of Interest – do not use position to personal advantage
Corporate opportunity
Confidentiality
Duty of Mission – Must work to achieve mission of Organization
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Challenges in difficult times to balance mission against need to act quickly
Must have process that considers reasonable alternatives consistent with the mission
If trouble arises, non-profits face scrutiny from AGs and creditors
page 6
Leadership Roles and Responsibilities
page 7
Best Practices for Trustees: Adopt Business
Model Governance Structures & Reporting
Workable board size & committees (including Finance, Investment &
Audit)
Get board members with needed business expertise
Educate about obligations, liability, and reporting requirements
Independent board members assert responsibility to challenge
management: periodic direct access to outside advisors.
Regular monthly financial reporting
Conflict of interest policies
Leadership Roles and Responsibilities
Best Practices for Trustees: Manage Assets
& Liabilities, Not Just Operations
Assess financial risk already in balance sheet
Develop financing, risk & investment guidelines and
objectives
Treasury expertise in large systems or outsourced advice
Monitor & oversee
page 8
Leadership Roles and Responsibilities
Best Practices for Trustees: Oversee Financial
Stability & Take Action in Time of Trouble
Regular Review
Compare Costs & Cash to Competing Facilities
Detailed Financial & Audit Reviews by Trustees with
Business Experience
Request Management Analysis & Recommendations
Periodic Outside Review
page 9
Leadership Roles and Responsibilities
Warning Signs
Increase in AR or AP
Decrease in Operating Margin
Decrease in Cash
Decrease in Occupancy
Problems Measuring & Reporting Financial & Operating
Performance
page 10
Leadership Roles and Responsibilities
page 11
Warning Signs (cont.)
Negative Variance to Budget
Inability to Respond to Regulatory Actions
Turnover of Staff, Legal or Accounting Advisors
Rating Agency Downgrade or Negative Outlook
Violation of Covenants
Lack of Financial Independence (e.g. preferred loans to
management)
Management Recommends New Ventures when Internal Operations
Not Controlled
Leadership Roles and Responsibilities
The Role of a Good Board Member
Be active: attend and participate in meetings
– Accept increased accountability
Analyze key decisions of management team
– Focus on major decisions
– Avoid diminishing CEO’s role
Know when to trust management and when to consult with outside
experts for information without management in attendance
– Attorneys, Auditors, Consultants, Bankers
Stay up-to-date with continuing education activities
Know the goals of your organization
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Make sure the goals are defined and that you understand
Make sure your actions enhance your organization’s goals
Be aware of how your facility operates
page 12
Leadership Roles and Responsibilities
Can the Board Rely Upon Management?
Most of the time: absolutely yes
– Most management teams operate with high integrity and
intelligence
– Most can be trusted
• To provide appropriate information and
• To act responsibly on behalf of the organization
page 13
Leadership Roles and Responsibilities
When to Seek Outside Advice
In good times
– There are times when management’s judgment,
regardless of its motivation or prior history, needs to be
analyzed
• Most members of a Board and managers dislike this
process and try to avoid it
• These are the times when Board needs to assert its role as
the ultimate fiduciary of the organization
page 14
Leadership Roles and Responsibilities
When to Seek Outside Advice
In bad times
– Poor decisions and reckless behavior will threaten the overall
organization and the individual liability of the members of the Board
– When an organization gets out of balance:
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No questioning of management
No use of independent experts
Culture of passivity
Lack of input from staff
– In time this may result in:
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Poor strategy
Bad decisions
Poor operational results
Potential for greater problems
page 15
Leadership Roles and Responsibilities
When to Seek Outside Advice
Board members need independent advice on:
– Management performance and compensation
– Measurement of performance
– Revenue cycle problems
• Resident turnover, inability to collect cash
– Operational efficiency
• Program, number of employees, supply costs
– Regulatory compliance
– Initiation of new technologies
– Audit and management letter
– Change in business model
• Acquisitions
• Acceptance of Increased risk
– Start ups, expansions, repositioning
• Entering new lines of business
– indirectly or not at all related to core mission
page 16
Leadership Roles and Responsibilities
page 17
Financial Stewardship
Financial Stewardship – “The responsibility of managing resources
wisely and executing these responsibilities with integrity and ethical
conduct”
Resources include:
– Time
– Money
– People
– Property
Responsibilities include:
– Spending wisely as if money were your own
– Purchasing wisely
– Being accountable for your actions, property and time
– Encouraging others to be good stewards
Leadership Roles and Responsibilities
Financial Stewardship
Role of Financial Stewardship is paramount within overall governance as it
underpins both performance and compliance objectives
What Board member must do
– Provide stewardship to ensure organization’s ongoing health and viability and compliance
with legislative requirements
– Board and management need to take a long range view of stewardship
How Board member provides financial stewardship
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Establish appropriate governance structures
Provide leadership and vision to achieve objectives
Select, support and monitor CEO
Validate compensation plans
Ensure fair, effective and compliant employee relations
Ensure effective strategy, planning and budgeting; ensure adequate resources; monitor
progress
Establish control mechanisms
Manage risk
Comply with financial reporting requirements
Enhance organization’s image
page 18