Governing Health

Boardroom Lessons Learned in 2022 by McDermott Will & Emery

How, if at all, do ESG principles affect the healthcare sector in general and the not-for-profit sector in particular? 2022 has demonstrated how ESG is being incorporated into healthcare, and it is critical that the entire organizational leadership team, not just the CFO, finance team or other senior executive leaders, as well as the board, understand the scope of this new approach. To gain a greater understanding of the vast implications of Moody's new ESG scoring system, Michael Peregrine is joined by Moody's Vice President and Senior Credit Officer Daniel Steingart, and Eva Bogaty, Associate Managing Director, Non-for-profit Healthcare Group at Moody's. Together they discuss the significant business case underscoring the importance of a focus on ESG scores in the healthcare industry, including: - An overview of Moody's ESG scoring and history. - The message behind a low ESG score. - The correlation between ESG score and the general credit rating process. - Overall governance considerations of a healthcare organization. - ESG scoring focuses on measuring risk, not social good. - Five sub-factors that are considered in scoring for environmental and social issues. - Extreme highs and lows in governance scoring. - Key notable trends in preliminary scoring.

In this, the second part of an insightful conversation about the challenges and trends facing the executive compensation committee, Michael Peregrine, Tim Cotter, and Ralph DeJong address (i) considerations for special compensation arrangements, (ii) the role of discretion in business judgment and goal-setting for the coming year, and (iii) how the committee can best prepare for and respond to media questions about CEO compensation in advance—as well as a host of additional challenges facing the committee, including: - Performance measures for ESG themes. - Should organizational structural considerations be a committee concern? - Revisiting the committee charter to ensure continued relevance. - Key takeaways from recent committee meetings.

The board's executive compensation committee is the focus point for many of the extraordinary financial, economic and operating challenges currently facing healthcare organizations. Executive compensation increases are impacted by both an inflationary economy and significant revenue downturn. In addition, the Department of Justice has identified executive compensation as an important conduit through by which corporate compliance incentives and deterrence can be implemented. Furthermore, executive recruitment and retention amidst the “Great Resignation” remains a key compensation concern. These and similar issues have become important agenda items for the board's executive compensation Committee. Michael Peregrine is joined by industry experts Tim Cotter and Ralph DeJong for the first in a two-part conversation about the impact of the developments on the compensation committee, including: Key topics for briefing the board's compensation committee. Increasing communication between the compensation committee and the C-Suite. - Addressing pressures felt by executive committee members. - Insights from the Sullivan Cotter compensation data survey. - Projections for the impact of inflation on next year's salary increases. - Expectations for future CEO salary increases and organization departures. - The segmenting approach to leadership plans. - Coordination with the Audit & Compliance Committee on compensation incentives.

Nonprofit healthcare organizations and their governing boards are subject to the authority of the state attorney general, which has broad statutory and common law power with respect to its duty to preserve charitable assets. The attorney general is supported in this work by dedicated charity officials who work within what is normally referred to as the “charitable trust division” of the attorney general's office. To help inform nonprofit health systems and their leaders on the role of the attorney general and its charity regulators, Michael Peregrine is joined by Leslie Friedlander, an Assistant Attorney General in the office of the Texas Attorney General. Leslie is currently the president of the National Association of State Charity Officials (NASCO), and offers a “refresher course” about state regulation of nonprofit organizations, and NASCO's related educational role, including: - An overview of the role of NASCO, its purposes, and the value of its educational materials. - Charity officials' interest in nonprofit board business practices. - How state charity officials gather information that informs enforcement policies. - Effective means of communication between the charitable sector and NASCO. - Examples of what a state charity official might consider as “red flag activities” by a nonprofit and its board. - Other divisions within the Attorney General's office that may get involved with charitable trust decisions. - NASCO's priorities and policies for the coming year.

Corporate directorship continues relentlessly to increase in complexity. The ability of directors to fully engage with the board agenda and to be effective partners in management are two of the most critical corporate governance issues in the current environment. These are issues that implicate a level of commitment by directors to be informed, attentive, and up to speed on their duties and on the issues of importance to the organization that they serve. This commitment is made even more critical this year by the many turns of events that are impacting the agenda in many boardrooms. To learn more about how directors at leading companies are handling this increase in role complexity board communication, Kimberly Simpson, the COO of NACD (the National Association of Corporate Directors) which serves both for-profit and nonprofit directors and boards, and offers the country's premier director certification program, joins Michael Peregrine for a conversation about the multifactorial challenges facing boards today, including: - The role of directors in understanding today's topsy turvy economic environment - Where private and public company directors place inflation within other boardroom priorities - ESG challenges and opportunities - The important role of board refreshment - Top trends from NACD's public and private company surveys - Updates on NACD Directorship Certification®

To highlight the important connections between financial risk management, the credit rating process and effective governance, Michael Peregrine welcomes Lisa Goldstein, Senior Vice President at Kauffman Hall and a nationally recognized analyst, speaker, writer and expert on nonprofit healthcare, for a conversation exploring: - The responsibilities of a strong finance committee - The value of subject matter expertise within the finance committee - Key metrics that rating agencies use to evaluate governance - Insights from high-performing healthcare system boards - The role of covenant management in repayment performance - Lessons learned from the pandemic, including credit-related crisis management - ESG issues for nonprofit healthcare

July 30, 2022, marks the 20th anniversary of the Sarbanes Oxley Act, one of the most consequential pieces of federal financial regulation ever enacted into law. It serves as the foundation for many of the guidelines and principles that are now considered routine by boards and their audit, compensation and finance committees. It's difficult to overstate the continuing impact of Sarbanes on corporate governance. Thus, given the passage of time there is value in board members refreshing their familiarity with the Sarbanes history, in order to better appreciate its influence. To help underscore the Sarbanes legacy, Michael Peregrine welcomes back Scott Steffens, well-known audit partner in Grant Thornton's national nonprofit and educational practice. In their conversation, Scott and Michael review the circumstances that led to Sarbanes's enactment, and how auditor, management and audit committee interactions have changed over the last 20 years, particularly in the nonprofit and healthcare sectors, including: - The role and function of the Audit Committee - The continuing importance of independent directors in Committee membership - The frequency and length of Audit Committee meetings - Rotation of the lead audit partner - Preserving auditor independence - Internal consideration of issues raised in “Management Letter” - Related party disclosures

Ongoing COVID-19 and related patient care concerns are competing with unexpected financial and economic, and workforce, challenges for room on the boardroom agenda. Hospital and health system boards must find time to accommodate these and other emerging oversight issues within the context of an already-crowded governance docket. Diligent director preparation and fulsome management support, along with disciplined leadership from the board chair and CEO, will well position the board to satisfy these expanded oversight duties. Diligent director preparation and fulsome management support, along with disciplined leadership from the board chair and CEO, will well position the board to satisfy these expanded oversight duties. Michael Peregrine welcomes back Jamie Orlikoff, president of Orlikoff & Associates, Inc., and Sandy DiVarco, McDermott partner, leader of McDermott health advisory on patient care and safety and accreditation issues, author of the recent client memo series on vaccination mandates and workplace safety developments, for an update on where we stand two years into the COVID-19 pandemic, including: - Implications and expectations from hospital boards regarding current COVID-19 rates. - The regulatory authorities' response to competing pandemic-related pressures. - Board guidance for addressing financial concerns in light of a stealth surge. - The governance challenges associated with growing supply chain issues. - Universal truths following the pandemic that are valuable to healthcare boards. - Defining purpose and the role of hospitals in leading healthcare issues.

The key topics that should be receiving board attention in the near term have less to do with traditional operational matters, and more to do with social and economic issues of concern to the workforce and the mission. To bring understanding to these key concerns, we turn to our quarterly conversation with Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall. Ken has been visiting with clients and other leaders of the healthcare industry and has also been busy with his popular blog, addressing pressing subjects ranging from inflation to artificial intelligence. Ken has returned to our podcast today to share his insights on topics that include: - Social justice board initiatives that have developed in the wake of the George Floyd murder. - The impact of individual actions regarding equality at the CEO level. - Addressing current workforce culture and employee retention concerns. - The impact of rising inflation rates on hospitals and health systems. - Realities and expectations of today's board members. - Forward-thinking advice for board members and directors.

The social and economic phenomenon known as “the Great Resignation” is now impacting hospital and healthcare CEOs. This, according to important new analysis from the well-known outplacement and search firm Challenger Gray & Christmas. To provide boards with a perspective on rising incidents of CEO resignation and their impact on healthcare organizations, we turn to our quarterly conversation with John Challenger and his latest survey findings on the CEO employment status. In this episode, host Michael Peregrine and John Challenger offer members of the board executive search, finance and HR committees an important update regarding CEO resignation trends, as well as an interpretation of economic data as it may impact health systems. Insights include: - Findings from the Challenger, Gray & Christmas report and their implications for the board's search and succession process. - Recommendations to boards regarding CEO monitoring and succession planning. - How cultural changes and concerns are prompting the increase of CEO resignation. - Key warning signs of CEO fatigue. - Observations regarding leading economic indicators in the second quarter; e.g. inflation, unemployment rate and job participation statistics. - Final words of caution for board consideration.

Part two of this series addresses key issues facing the board's compensation committee when evaluating executive compensation, data analysis, recruitment and retention, and executive search matters. This episode features industry leaders, Tim Cotter and Ralph DeJong, as they offer extraordinary insight on emerging priorities and trends impacting the compensation committees, including: - The evolution of annual and long-term incentive plans. - The retention effect of executive pay and benefit programs. - The continued relevance of for-profit compatibility data. - Handling executive and director co-investment arrangements. - Approaching CEO compensation earned from outside board service.

The board's executive compensation committee has traditionally been one of the most prominent of all board functions, with its focus on such interconnected responsibilities as oversight of the executive compensation process, compensation data analysis, talent recruitment and executive search. This episode is the first in a two-part discussion filled with valuable insight and the latest developments affecting compensation committees from two recognized health industry compensation and benefits experts, Tim Cotter and Ralph DeJong. Tim and Ralph will discuss such important topics as: - The current state of salary, increase budgets, incentive award levels and emerging compensation practices. - Developing retention and predictable transition strategies. - Insights into application and interpretation of the IRS “rebuttable presumption” standards. - Needed changes to highly prescriptive compensation philosophies. - Tactics for encouraging executive retention beyond traditional cash incentives.

COVID-19 concerns continue to dominate the boardroom agenda, from patient safety and access to care to understaffing and the concerns surrounding healthcare workers and management fatigue. Michael Peregrine welcomes back Jamie Orlikoff, president of Orlikoff & Associates, Inc., for an update on where we stand two years into the COVID-19 pandemic, including: - Lessons that boards need to have learned two years into the pandemic. - A realistic perspective on the transition from pandemic to endemic. -The implications of operating a hospital or healthcare system at the forefront of COVID-19. - Risks associated with government intervention in the healthcare standard of care crisis. - Key issues facing board leadership at the beginning of 2022.

As the most recent economic news indicates a slowdown in hiring coupled with a continuing decline in the unemployment rate and an increasingly tight job market, there seems to be a lot of confusion to clear up. Mix this all with a 7% unemployment rate and The Great Resignation, and we could all benefit from a little guidance. This week, Michael Peregrine welcomes back John Challenger for his perspective on economic trends and the messages he derives from them, what it means for board oversight and what he really thinks about The Great Resignation. John and Michael also discuss: - Who are the people leaving their jobs in The Great Resignation and why are they leaving? - How can recruiters target each group leaving during The Great Resignation? - What is the ripple effect of offering promotions as an attraction for retention? - What extent does the normalization of the pandemic affect the issues of retention and a tight labor market?

As the US comes out of the dreaded fourth wave of the COVID-19 pandemic, the healthcare industry is facing one of the biggest unintended consequences of the pandemic — “tired of being your hero” syndrome. With healthcare professionals leaving the industry in the name of burnout, stress, safety, moral harm, and even personal freedom, a passive governance approach to caring for the caregivers simply won't work anymore. To review what board members need to do to be engaged in the face of these issues, as well as their governance implications, Michael Peregrine is joined by David Jarrard, President and CEO of leading healthcare strategic communications firm, Jarrard Phillips Cate & Hancock, and Audrey Murphy, Vice President and Co-Chief Legal Officer and Chief Officer team member for Health and Safety at Hackensack Meridian Health, one of the largest not-for-profit hospital systems in New Jersey. Together, they discuss how board leaders can address the growing crisis in the healthcare provider community.

As corporate directorship increases in complexity, the ability of directors to fully engage with the board agenda and to be an effective partner to management are two of the most critical corporate governance issues. In this environment, the ability of directors to be “certified” as to their competency to serve is attracting greater interest. To review what board members need to know about director certification and how the National Association of Corporate Directors (NACD) works to support the profession of directorship, Michael Peregrine is joined by Kimberly Simpson, COO, General Counsel, and Corporate Secretary for the NACD. She also leads NACD's Director Certification Program and joins us to discuss the process and importance of engagement certification.

In this unusual post-pandemic recovery period, the economic signals on which business leaders and policymakers rely to inform their decisions are going haywire. To help answer the difficult economic questions facing healthcare officers, executives and advisors, Michael Peregrine is joined by John Challenger, CEO of Challenger, Gray & Christmas, a global outplacement firm, to discuss the board's top post-pandemic economic challenges, including: > 4 challenging economic factors impacting healthcare board members and trustees > Insights into job participation rate and unemployment rates > The current inflationary trend and its impact on healthcare organizations > Focused work of key committees including finance, human capital, and strategic planning > Trends in CEO turnover that search and succession committees need to watch

On this episode - the third in our new Governing Health special edition series - Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall and Michael Peregrine discuss the board's top post-pandemic governance challenges, including: > The concept of “languishing” within companies in the wake of COVID-19 > Strategic planning tactics to resume normal organization activity > The critical need to maintain a competitive advantage post COVID-19 > Maintaining growth through M&A activity given increased antitrust enforcement > Board/executive partnering to address nonprofit healthcare's role in the ESG movement > Confronting the dramatically expanded post-pandemic board agenda

Board responsibilities for COVD-19 related concerns aren't over yet—not by a longshot. On this episode of the Governing Health podcast, Michael Peregrine and special guest Jamie Orlikoff, President of Orlikoff & Associates, Inc. and a national advisor on governance and leadership to the American Hospital Association, discuss: Insights into the board's role in preparing for potential new disease profiles Governance implications of mask-wearing and vaccination implementation Bracing for potential post-COVID-19 hospital readmissions The board's public profile on public health matters Insights into the composition of the post-pandemic health system and hospital boards The most persistent long-term and acute implications of COVID-19 on society and healthcare systems Proactive steps that boards need to take when preparing for potential future surges and booster vaccination The role of the board in assuring that lessons from the pandemic are integrated into organizational memory

On this episode - the second in our new Governing Health special edition series - , Co-Founder and Managing Director of  Kaufman Hall and discuss a number of important post-pandemic developments, including:     Long-term impact of the successes and challenges of the COVID-19 vaccination process Strategic implications in transitioning beyond the worst of the pandemic Traits of healthcare organizations that will emerge from the pandemic stronger than before Appropriate board response to the mental and physical exhaustion of healthcare workers Corporate ESG reporting and healthcare’s role in the corporate social responsibility movement Guidelines for selecting board members and director compensation arrangements Appropriate responses to media coverage of health industry corporate responsibility, and potential for related government inquiry Anticipating and preparing for post-pandemic uncertainties   The pandemic has presented exceptional opportunities for growth and change in the healthcare world. Boards have been given the opportunity not only to look back on all that has happened but also where to go from here. Additional Resources:

The amount and cost of D&O coverage is a matter of basic concern to the healthcare director. There is a direct link to the commitment with which the board and individual directors approach their fiduciary duties, and the scope and effectiveness of D&O coverage. This episode of the Governing Health podcast features special, real-world questions from healthcare chief legal officers for D&O expert, attorney, and Executive Vice President of R-T Specialty, LLC Kevin LaCroix. Kevin and Michael talk us through: > The increasing cost of D&O coverage during the current “hard market” > The relationship between effective governance and mitigation of D&O costs > The D&O benefits of thoughtful post-pandemic return-to-work protocols > Coverage issues relating to the definition of “claim” and the impact of a conduct exclusion > The importance of maintaining corporate formalities at the board level > D&O coverage issues arising from cybersecurity breaches > Impact on D&O coverage from claims arising from inferior PPE offerings during the pandemic > Privacy issues as a major looming D&O coverage concern

A Special Edition Governing Health Series This episode - the first in our new Governing Health special edition series - features Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall. Ken will join us as a co-host with Michael Peregrine for the Board Dialogue series, which will feature robust discussions of the governance trends and health industry issues of the day. On this episode, Ken and Michael cover the turbulence that has resulted from the rollout of the COVID-19 vaccine, the transition of the presidential administrations, and the larger issues of public discord and their resulting impact on healthcare. Their conversation highlights what exactly it will take to make 2021 the year of action and results in the healthcare industry.

As the year end approaches, hospital and health system executives and their governing boards would do well to examine the lessons learned over the course of this unprecedented year. On this episode of the Governing Health podcast, we examine various aspects of the impact of the pandemic from the corporate healthcare point of view. McDermott Will & Emery healthcare governance partner Michael Peregrine engages in a year end retrospective with top healthcare strategist Ken Kaufman, co-founder, Managing Director and Chair of Kaufman Hall, regarding where the healthcare system stands right now, the challenges it’s likely to face in the coming year and suggestions on how to navigate those challenges, including: • The value of revisiting statistics and identifying lessons learned from initial COVID-19 responses • Insights into the role of healthcare boards in the evolution of mitigation strategies and the distribution of a COVID-19 vaccine • Lessons learned from initial actions regarding elective surgeries • The impact of the pandemic on previously competitive hospitals as well as with big tech companies • Which transformational aspects of telehealth will be implemented and funded in a post-COVID-19 environment • The likelihood of a corporate response to the COVID-19 pandemic regarding business resiliency and reimagining the healthcare system • Changes to the board-management relationship and the expectation of board members speaking out on social justice issues • Consequential actions that need to be taken regarding underperforming boards • Administrative factors that have the potential to change with the Biden-Harris administration

As the accreditor for over 22,000 healthcare facilities, the Joint Commission plays an important role in setting standards for quality and patient safety. It also evaluates the governing bodies and governance structures of healthcare organizations, ranging from acute care facilities and small not-for-profits to large, for-profit multi-hospital systems. Healthcare organizations are focusing more clearly on the benefits of greater system-wide board collaboration on quality of care and patient safety for the business enterprise as a whole. On this episode of the Governing Health podcast, Michael Peregrine is joined by the Joint Commission’s Chief Medical Officer Dr. Ana McKee and its General Counsel Lisa Vandecaveye, as well as McDermott Will & Emery partner Sandy DiVarco, to discuss the Commission's role in quality assessment and improvement programs, and more.

Compliance with state charity laws is both an important governance issue and a legal feasibility concern for not-for-profit health systems and their boards. Senior leadership of charities should be aware of the role and jurisdiction of state attorneys general and their charity officials. On this episode of the Governing Health podcast, Yael Fuchs, President of the National Association of State Charity Officials (NASCO) and Co-Chief, Enforcement Section, of the Charities Bureau of the New York Attorney General’s Office*, joins Michael Peregrine to discuss recent enforcement trends health system leadership should monitor and resources available to help not-for-profit systems and their boards survive during the COVID-19 crisis. * Yael’s views are her own and are not and should not be taken as legal advice or the position of NASCO, the New York Attorney General, or any other state regulator.

Workforce management and employment stability are important operational issues for healthcare organizations, particularly during the COVID-19 pandemic. These operational issues fall under the board of directors' oversight responsibilities, which are heightened in times of crisis. On this episode of the Governing Health podcast, Michael Peregrine is joined by John Challenger, CEO of executive outplacement firm Challenger, Gray and Christmas, to discuss recent announcements from the Department of Labor (DOL) and Treasury Secretary Mnuchin on unemployment rates and the economic outlook for the United States as of May 2020.

Boards play a critical role in effectively overseeing hospitals and health systems, and their importance has been amplified during the Coronavirus (COVID-19) pandemic. In addition to responding to the current governance and oversight challenges, the law also expects directors to exercise oversight over business resiliency planning.

On this special episode of the Governing Health podcast, Michael Peregrine is joined by Brian Fortune, Senior Managing Director & Political Strategist at Farragut Square Group, and Eric Zimmerman, Principal of McDermott+Consulting, for a board-focused "primer" on the Biden, Sanders and Trump heathcare proposals. This episode explores: • The difference between "Medicare for All" and the "Public Option," and the financial implications of each • "Incremental" v. "Revolutionary" approaches to healthcare reform • Potential timelines for healthcare reforms under Biden or Sanders leadership • The role of price transparency, waivers for states and other Trump administration healthcare policy developments • Key health policy issues boards should examine as they prepare for 2021

On this episode of the Governing Health podcast, Michael Peregrine and special guest Ken Kaufman, Managing Director and Chair at Kaufman Hall, discuss the state of the hospital and health system business model and how boards can lead the way in strategic planning that addresses this new business reality. This episode explores: > New initiatives emerging from the major business disruptors in healthcare > The importance of access, convenience and affordability > Navigating the increasingly consumer-driven relationship between hospitals/health systems and their patients > Digital healthcare as a new model for physician/patient relationships > Lessons boards can apply to healthcare from disruption in the retail, technology and transportation industries > How the board's strategic planning committee can socialize data review and progress towards an updated business model among their fellow board members

The supervision, compensation and retention of senior executive leadership is an increasingly pressing issue for boards of directors. On this episode, the second in a two-part series, Michael Peregrine welcomes John Challenger, CEO of outplacement firm Challenger, Gray & Christmas, and Ralph DeJong, partner at McDermott Will & Emery, to discuss the uptick in CEO turnover levels. This dynamic episode explores how CEO retention issues influence the decision-making process of the executive compensation committee and other board committees.

An increasingly critical duty for boards of directors relates to the supervision, compensation and retention of the senior executive leadership team. On this episode, the first in a two-part series, Michael Peregrine welcomes Tim Cotter, managing director of SullivanCotter, and Ralph DeJong, partner at McDermott Will and Emery, for a discussion on the latest trends and developments impacting the executive compensation committee's decision-making process.

Corporate governance is influenced by a wide range of government regulations, legislative initiatives, stakeholder and public demands, responsibilities to investors and case law. On this episode, Michael Peregrine welcomes Professor Charles Elson, Director of the John L. Weinberg Center for Corporate Governance, for a discussion on the complexities of corporate law and governance today. Mr. Elson's perspective on corporate governance best practices and recent cases from the Delaware courts will benefit directors of public, private and nonprofit corporations alike, and reminds us that the law of corporate governance is constantly evolving and being extended in new and different ways.

In the rapidly transforming healthcare environment, “consumerism” presents an increasingly critical board oversight challenge. This extends well past the adoption of new technology to improve the patient experience—it’s really about healthcare providers understanding the patient’s perspective and rethinking their approach to doing business accordingly. To help healthcare leaders understand the business and fiduciary implications of this shift toward consumerism, Michael Peregrine welcomes Dan Clarin and Rob Fromberg to the podcast, two of the experts behind Kaufman Hall’s 2019 State of Consumerism in Healthcare Report.

While most healthcare companies actively work to promote their ethical standards and values, in a time of rapid industry transformation these codes of ethics can quickly grow stale. In the latest episode of the Governing Health podcast, Michael Peregrine welcomes Chris White, Chief Operating Officer and General Counsel of AdvaMed, to discuss AdvaMed’s bold action to revise its longstanding code of ethics, and the broad healthcare industry significance of the new AdvaMed Code.

The successful operation of the board’s Audit Committee and its ability to keep up to date with the latest developments is critical to corporate oversight. Given the significant responsibilities imposed on it, however, the Committee can easily become overburdened. Michael Peregrine welcomes Scott Steffens and Mary Torretta of Grant Thornton to help bring some clarity to the Audit Committee’s agenda.

Directors are constantly focused on the exercise of their fiduciary duties; what they are and how they should be applied. For nonprofit boards, the state attorney general has a similar interest, for the AG has primary jurisdiction over how nonprofit directors exercise their duties. In the latest episode of Governing Health, Michael Peregrine welcomes back Jim Sheehan, Chief of the New York Attorney General’s Charities Bureau, to discuss key issues pertaining to the AGs role in monitoring non-profit health care governance.

Economic trends and indicators have significant implications for health care boards. In the latest episode of the Governing Health podcast, Michael Peregrine welcomes back John Challenger, CEO of executive outplacement firm Challenger, Gray & Christmas, to discuss what the finance, human resources, executive compensation and succession planning committees should consider.

As health system boards pursue transformative opportunities in response to the pressures of disruption, innovation and evolution in delivery models, they are pushed outside of their historical comfort zone. The stakes are high: the radical decisions made today will have lasting and dramatic impacts on the sustainability of the organization. The board must take significant risks, embrace major mission shifts and execute within challengingly short windows of opportunity. Learn more about Radical Decision-Making in the two-part Governing Health podcast series, brought to you by McDermott and KaufmanHall. Visit www.mwe.com/governinghealth.

Health care organizations seeking to respond to disruption, digital innovation and evolution in delivery models are consolidating at a rapid pace. These initiatives often involve significant risks, major mission shifts and challengingly short windows of opportunity—and the board's traditional approach to decision-making increasingly falls short. Can the health system board move fast enough to make radical decisions that respond to business disruption, yet are still grounded in duty of care principles?

In this episode, host Michael Peregrine discusses current trends in health care executive compensation decisions and the importance of the Board of Directors in making these complex and highly scrutinized decisions. Guests: Tim Cotter, Managing Director of Sullivan Cotter and Ralph DeJong, Executive Compensation Partner, McDermott Will & Emery.

The latest episode of the Governing Health podcast series explores important economic trends and indicators and their implications on boards of directors.

Learn how operating activities such as conducting multi-state business, fiduciary duties, and the class of beneficiaries are affected by the transformation of nonprofit health care.

Engage with our State Attorneys General panelists on how the evolution of nonprofit health care impacts business activities in this space including M&A, Board obligations, and state nonprofit law.

Examine the role of the State Attorneys General in the regulatory scheme governing nonprofit health care organizations.

The new governance challenges facing boards are dramatically changing the approach of the nominating committee to board composition. Just what is the most effective mix of thought, background, expertise and experience to fill the board? To help us uncover trends in board composition, and how matters of organizational dynamics and legal requirements are supporting the committee’s functions, Michael Peregrine welcomes David Nygren, President of Nygren Consulting.

The responsibilities of health system directors are significant and increasing, and engagement is a major concern, which is why director compensation has become a hot—though controversial—topic for large health systems. While it isn’t yet widely accepted in the nonprofit sector and may be difficult to implement, compensation may be a critical talent development tool for director recruitment and retention, and a necessary step if health systems are going to survive within nonprofit ownership. Tim Cotter, Ralph DeJong and Michael Peregrine discuss where this director compensation headed in the health care sector.

Executive compensation is always an important topic for the board, made even more critical by the provisions of the Tax Cuts and Jobs Act and recent governance trends. We're joined by two of the leading voices on executive compensation practices in health care: Tim Cotter of Sullivan, Cotter and Associates, and McDermott partner Ralph DeJong.

Director engagement is perhaps the most important indicator of a board’s effectiveness and efficiency, yet governance committees often struggle with how best to educate their board members about the essential traits of engagement. Many boards may find value in working with a professional coach to address this and other issues that could be barriers to high performance. To help us better understand coaching process and key considerations, we’re joined by Pam Knecht, President and CEO of Accord Limited, a national consulting firm that focuses on health care governance. We’re also pleased to welcome back John Challenger to discuss Challenger, Gray & Christmas' recent report on CEO turnover.

When it comes to preventing corporate scandals, regulators typically look to the board as the first line of defense. This is especially the case in the nonprofit sector, where there is no market factor to provide additional oversight and protection. It is in this context that the board’s audit committee provides particular value. Amongst its many roles is the general expectation that it will monitor the potential for financial irregularity and be attentive to the warning signs of fraud, malfeasance or gross mismanagement. And, in the nonprofit sector, we have several recent examples where state and federal regulators are probing prominent charities based on allegations of financial impropriety and conflicted business transactions. To help us consider this unique role of the Audit Committee, and how it relates to these recent scandals, Michael Peregrine welcomes Scott Steffens and Dianne Wasieleski of Grant Thornton.

The constant cycle of acquisitions, affiliations and divestitures is continually reshaping the health care industry. However, the factors that prompted M&A deals in the past are not necessarily the same factors that drive today’s deals. This poses new challenges for governing boards as they work to apply the proper amount of oversight to M&A opportunities. To help us better understand the latest M&A trends in the health care industry, Michael Peregrine interviews Barry Sagraves of Juniper Advisory. Barry has more than 25 years’ experience in health care M&A transactions, working leading Catholic and nonprofit systems, as well as independent community and public hospitals.