Strengthening Your Board

Will Latham, MBA, CPA
President, Latham Consulting Group, Inc., Chattanooga, TN

Effective anesthesiology group governance is no longer a luxury but instead an important survival skill. Why?

• The external environment is threatening— changes in reimbursement, threats from competitors, hospital consolidation—all add up to the need to make decisions, change and adapt.
• The internal dynamics of many groups are challenging—getting “the entire herd roughly moving west,” dealing with disruptive physicians, developing an agreed upon group strategy—all require a well organized governance system.

Whether your group’s Board includes all the shareholder physicians, or you have chosen a subset of the shareholders to serve as the Board, there are a number of steps that you can take to strengthen your Board’s performance. Here are several of the most important steps that an anesthesiology group Board can take.

Improve Board Meetings

We begin with Board meetings. Why Board meetings?

1. No matter your group’s size, meetings are a tool that all groups use in their governance processes.
2. Much of the work of governance is done in group meetings. Yes, there is often a lot of background work done outside of meetings, but the real discussions, debate and decision making is typically done at group meetings.
3. We have observed that many medical group meetings are chaotic and unproductive. Many physicians do not understand or appreciate the importance of effective meeting management. If meetings don’t work well, practice governance doesn’t work well. The wrong issues are discussed, reasonable conclusions are not reached, decisions are not made.

Now some of you won’t pay attention to these ideas because either “we don’t need to do that” or “we don’t want to do that.” However, keep in mind that “Insanity is doing the same thing and expecting a different result.” The bottom line is that successful governance requires successful meeting processes.

Luckily there are a number of steps that you can take to dramatically improve the effectiveness of your group meetings. Here are two key steps:

1. Develop and Utilize Ground Rules

Think about your most recent group meeting. Did the attendees exhibit any of the following behaviors?

• Multiple people talk at the same time.
• The conversation drifts way off topic.
• Interrupting telephone calls are taken in the meeting room.
• Participants arrive late.
• Low physician attendance.
• Some participate in the discussions, while others don’t (until the “after the meeting meeting”).
• Individuals raise many problems but do not pose solutions.
• There are many sidebar discussions— either by talking to the person seated next to them, or through texting.

To help eliminate these behaviors, the Board should develop “Ground Rules” for Board meetings. Ground Rules are the observable behaviors that the group members agree are expected from every attendee. The focus is on observable behaviors.

Let me provide an example of an unobservable behavior. A Ground Rule that states that everyone is expected to “be open-minded” is subject to dispute, depending on an individual’s viewpoint. Why? Because being “open-minded” occurs inside the brain and is not a undisputable observable behavior.

It’s best to set Ground Rules as a group process. In other words, you should have the attendees develop the Ground Rules together rather than copy the list below and say “here are our new Ground Rules.” Individuals are more likely to adhere to the Ground Rules if they have a hand in developing them.

You should ask the attendees, “what observable behaviors should be expected of each attendee?” Their responses should cover the following key Ground Rules:

1. One person speaks at a time and everyone else listens. 
2. Arrive on time.
3. Stay on topic.
4. All are expected to participate in the discussion.
5. Work towards solutions.
6. No sidebar discussions—oral or texting.
7. If you have to take a telephone call, leave the room so work can continue.
8. Everything we discuss is confidential unless we specifically agree otherwise.

The best performing groups quickly review the Ground Rules at the beginning of every meeting. This doesn’t take long and the pay-off is huge. Some groups type the Ground Rules at the top of their meeting agenda, while others post the Ground Rules on a cardboard sign that they bring to each meeting. But that is not enough—you must review it at each meeting. It only takes a few seconds to do, but it strongly influences behavior.

Most groups find that group meeting performance will improve simply by verbalizing the Ground Rules. You will likely also find increased meeting attendance as individuals begin to expect more organized and effective meetings.

But the Ground Rules will become even more effective when they are utilized by the group’s “Meeting Manager.”

2. Establish a “Meeting Manager”

The “Meeting Manager” is the most critical person in regards to how well meetings operate. The Meeting Manager is the person in charge of running the meeting and he or she has the authority to regulate the meeting and is responsible for:

• Enforcing the ground rules.
• Keeping order.
• Ensuring that any discussion is relevant to the points on a meeting’s agenda and preventing irrelevant debate.
• Repeating any motion proposed by those attending to ensure that everyone has heard and understood it.
• The successful completion of business.
• Summing up the discussion at the end of the meeting.

In addition, it often falls to the Meeting Manager to remind the Board members to make their decisions based on what is best for the entire organization as defined in the group’s mission statement, vision, values and strategic plan.

The ideal Meeting Manager should have a wide range of personal skills, such as:

• Firmness in running the meetings on time and dealing with problems.
• Ability to summarize points succinctly. 
• Flexibility when dealing with the different tones and styles of attendees. 
• Openness and receptiveness when listening to opinions that they do not share. 
• Fair-mindedness in ensuring that all views are aired and given equal initial consideration.

The Meeting Manager is often the chairman or president of a group, but does not have to be. For example, several years ago we worked with an anesthesiology group that had a great president. He was excellent in regard to most of the functions required of him. However, he couldn’t manage his group’s meetings. He was unable to keep the discussion on track and moving forward. This group kept him as president and elected another physician to be the Meeting Manager.

3. Use Secret Ballots

Over the years we have come to realize that most physicians (when it comes to interactions with other physicians in their group) are conflict avoiders. They fear being attacked by other members of the group during discussions (the Meeting Manager should prevent this), and they often fear later retribution when they support or don’t support a particular issue.

Once a decision has been discussed, many groups ask for a vote on which way to proceed (we recommend that groups formally vote on all issues). However, if there is significant disagreement on an issue, some physicians are hesitant to “vote their conscience” by publicly raising their hand. In fact, many group meetings last much longer than they should as people want to put off voting (and thus showing their decision) as long as possible.

Most groups use secret ballots for electing their Board and officers, but some groups use them when they need to vote on controversial issues, or in some cases, all issues.

Why are secret ballots useful?

• They allow the individuals to “vote their conscience” with less fear of retribution.
• They avoid one physician bullying another physician into changing their vote.
• They often speed up a meeting because people don’t delay voting to put off conflict.

There are several ways to implement secret ballots—here are two:

1. Use 3 x 5 cards as the secret ballots.
2. We have observed some groups starting to use audience response systems. One medical group president recently told us that his group has begun using such a voting system for all issues. He said they had cut about 25 percent off the time of every meeting by using the system.

Groups that use secret ballot for all their issues have told us that there is only one potentially negative outcome—that people will push too quickly for a vote. Therefore, it is up to the Meeting Manager to make sure that the group has had a full discussion of the issue prior to voting.

4. Create a “Speed Bump” To Avoid “Re-Visit Torture”

Many medical groups make a decision and then re-visit it over and over again.

This situation comes about when a few members of the group do not get their way in the first vote. They then use this strategy to either torture the group into changing the decision, or to paralyze the group.

When other group members state their frustration about the problems revisiting an issue will cause, the physicians who want to revisit the issue typically respond that additional information has come to light which they believe should be considered in making the decision. This can go on ad infinitum and the ability to pursue key opportunities (or the ability to avoid key threats) can be lost.

Many organizations suffer from this problem, but the situation is more challenging for medical groups where the shareholder physicians are usually equal owners of the practice. Some physician shareholders believe that equal ownership gives them the right to have a say about every issue at any time they want (and often waste precious group meeting time). While it is true that the shareholder physicians are usually equal owners, medical groups have the ability to prevent this perceived right from being used as a torture technique.

One way to reduce the use of this torture technique (revisiting issues over and over again) is to put in a “speed bump” for items to return to the agenda for discussion.

For example, the group could implement a policy that requires 30 percent of the shareholders to sign a document asking to bring an item back to the floor for re-discussion once a decision has been made (it is important that they sign a document, rather than someone say “I had 30 percent of the people say they’d like to re-discuss this issue”).

This policy doesn’t close the door to re-discussing an issue (if more than 30 percent want to re-discuss an issue, the group probably should). However, it will typically reduce the number of times this torture technique is used.

Medical groups that have a Board of Directors (composed of a subset of the shareholders) face the problem that individual shareholders will want to discuss decisions made by the Board that are clearly within the authority of the Board (I will have a lot to say about authority in later articles).

You can use the speed bump discussed above for Board decisions, but another strategy is to create a policy to overturn a decision of the Board that is within their scope of authority, a super-majority vote of the shareholder will be required. This strengthens your Board and makes the Board members more confident in making decisions that are best for the group.

Use Committees Effectively

Many anesthesiology groups establish committees to carry some of the load of governance. Unfortunately, they often do not define the role and responsibilities of the committees, and therefore committee performance is sub-optimal.

As a first step, the Board should create a committee charter for each committee. An example of such a charter is found in Exhibit 1.

Once the committee charters are created, the Board should assign the committees important work. We have found that the best anesthesiology group Boards use their committees to process information prior to the Board addressing an item. When an item is raised at the Board level, the first step is often to send it to a committee to:

• Define the scope of the issue. 
• Gather needed data. 
• Analyze the data.
• Recommend a solution.

Once the committee has developed a solution or recommendation, this information should be presented to the Board. However, the Board must be extremely careful to not redo the work of the committee. If the Board feels the committee has not completed the assignment it should be sent back to the committee for further work.

In addition, the Board should make every effort to accept the committee’s recommendation. Why? If the Board always rejects the committees’ recommendations or redoes the work, the committees will reach the conclusion that their thoughts are not being considered and stop doing the work.

Survey Group Members

Effective communication between the Board and shareholders is critical. There are times the shareholders feel out of the loop or that they have no input into the governance of the group. To keep shareholders in the loop the Board should provide shareholders with Board meeting agendas and minutes and conduct other communication activities.

Over the past couple of years we have noted another communication tool that is being used effectively—on-line surveys. These better performing groups are using online surveys to obtain input from the shareholders prior to deliberating on issues. They are clear that they are not asking the shareholders to vote on the issue, but instead to provide their thoughts on what should be considered as the Board addresses the issue.

Demand Support of Board Decisions

There will be times when all Board members do not agree with a Board decision. This is to be expected. The question is: what is expected of a Board member when a decision is not the one they wanted?

In our experience, effective Board members speak in support of Board decisions, even if it is difficult.

Mature Board members understand the difference between supporting a decision and agreeing with it. Board members should be able to support a Board decision if the decision:

• Was voted on after a range of views were explored;
• Is based on the best available knowledge; and
• Is consistent with the group’s stated mission and vision.

The Board should set aside time to discuss how it will handle disagreements. We recommend that all Board members agree to communicate Board decisions as follows: 

1. “We thoroughly discussed the issue…”
2. “We considered a number of alternatives…”
3. “The Board agreed that this was the right thing to do…”
4. “I plan to support the decision…”
5. “And you should too.”

Will Latham, MBA, CPA, President, Latham Consulting Group, Inc. Latham Consulting Group helps medical group physicians make decisions, resolve conflict and move forward. For more than 25 years Mr. Latham has assisted medical groups in the areas of strategy and planning, governance and organizational effectiveness, and mergers, alliances and networks. During this time he has: facilitated over 900 meetings or retreats for medical groups; helped hundreds of medical groups develop strategic plans to guide their growth and development; assisted over 130 medical groups improve their governance systems and change their compensation plans; and advised and facilitated the mergers of over 120 medical practices representing over 1,200 physicians. Latham has an MBA from the University of North Carolina in Charlotte and is a Certified Public Accountant. He is a frequent speaker at local, state, national and specialty-specific healthcare conferences. Mr. Latham can be reached at (704) 365- 8889 or wlatham@lathamconsulting.com.