October 22, 2001

The University's Board of Trustees and the state legislature have signed off on a plan for the Health Center to establish a board of directors as its main oversight and leadership panel.

Now it gets interesting.

"This is a fascinating period in the development of a new board," says Scott Wetstone, assistant dean, School of Medicine, and chairman of the group that recommended a makeover of the Health Affairs Committee into a board. "We've gotten through the necessary legal requirements to establish a board and now there's a trio of vital questions: 'Who will be on it?' 'Which combination of expertise, influence and commitment will be encapsulated on it?' and 'How will they fuse together to act as a team?'" he says.

Dr. Wetstone says he expects these questions to be answered over the next year or so.

The idea of a board of directors is one the Health Center shares with a number of academic health centers across the United States. The idea arose out of the budget and financial difficulties the institutions experienced in general and the Health Center in particular experienced in 1999 and 2000.

The current oversight panel is the Health Affairs Committee, a five-member subcommittee of the Board of Trustees. A board of directors with a larger number of members is envisioned as bringing new skills and know-how to the oversight of the Health Center, and fostering agility in decision-making.

"I believe the expanded board will provide more in the way of diversity of opinion and expertise in areas that are important to the Health Center," says Peter J. Deckers, executive vice president of the Health Center and dean of the School of Medicine. "Some of these areas are finance, politics, development, budgeting and real estate.

"An expanded board with varied opinions can provide key advice the administration needs to manage the institution," he says, "but also will serve as the critical counsel that a modern health care facility needs to hear if it is to survive and grow in this time of constant change."

The proposed Health Center board was approved by the Trustees in a by-laws change in July. The board will consist of 17 members: eight appointed, and nine who will be recommended by the Health Affairs Committee acting as a nominating committee.

The eight appointed members include one named by the chairman of the Board of Trustees to be chairman of the Board of Directors; two others appointed from the Board of Trustees; the president of the University; three members appointed by the governor; and the secretary of the Office of Policy and Management or a deputy or undersecretary.

The target date for the initiation of the new board is the first quarter of 2002.

"Right now we're in the formative stage," said Claire Leonardi, chairman of the Health Affairs Committee. "We're gathering names and soon we'll sit and sort through them, to try to come up with a list that's balanced in terms of talent, connections, and commitment to the Health Center."

Just what that balance and skills set will be is vitally important, because the new board is designed around a committee structure. Members with particular skills will belong to subcommittees devoted to areas such as clinical initiatives, finances, or strategic planning.

How many and what kind of subcommittees will exist won't be known until the board is appointed, but the subcommittee structure is designed to be responsive, both in taking in information and making decisions.

The new Board of Directors will have responsibility for many areas, including: grants, contracts, and indemnifications; compensation plans and labor contracts; faculty promotion, tenure, reappointments, and sabbatical leaves; medical staff appointments; reappointments, compensation, and merit or incentive pay; staffing levels; business contracts and arrangements; and general operating policies and bylaws related to operations, administration, and clinical affairs.

The Board of Trustees will retain control of the annual operating budget; the annual capital budget; changes in the fundamental mission of the Health Center; any declaration of fiscal exigency, closure of academic departments, or changes in policies related to tenure; and any areas stated in statute that specifically require the Board of Trustees to act as a committee of the whole.

"I'm very comfortable with where we are in the process of transforming the Health Affairs Committee into the Health Center Board of Directors," says Dr. Deckers. "It will have talented people on it who are committed to the Health Center and want to contribute constructively.

"One other important aspect is that some members may represent the legislature and others, key agencies of the state. That may result in more of a moment-to-moment knowledge of what they expect from us, as well as the opportunity for us to inform them on a more regular basis of just what we are doing and the societal good we contribute.

"The change is long overdue," he said, "and overwhelmingly positive."

Pat Keefe