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Fall 2015

Improving Board Performance

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

The Scene: Monthly Board Meeting 

Gotham Anesthesia Associates is a 45-physician anesthesiology group providing services to patients in and around Gotham, New Jersey. Several years ago the group agreed that it was too large to have all members of the group involved in every issue the group considers. At the time they developed a five-physician “Board” that was to guide the day-to-day, week-to-week operations of the group.

The group settled on five members to allow for representation of each of the major service locations and/or subspecialty area.

The Board meets once a month at 6:15 PM. Unfortunately, typically only Dr. Jones (the group’s President) and the Administrator are present at 6:15 PM. Other physicians join the meeting at various points and business typically gets started by 6:45 PM. Dr. Peters never arrives before 6:45 PM because, he says, “we never start until then anyway.”

The group’s agenda is sent out three days in advance of the meeting, with backup information. Drs. Jones, Peters and Thompson always review this information thoroughly before coming to the meeting. Dr. Smith typically looks over just the agenda. Dr. Roberts gets his agenda and information from the Administrator when he arrives at the meeting.

At the beginning of the meeting each physician receives an updated agenda and supporting information. The physicians then discuss the issues presented, with each physician promoting the needs of their own service location or sub-specialty area. The topics are often vigorously discussed and long-fought, with each Board member doing a great job of representing their constituents. The President frequently reminds the attendees to consider the group perspective, but this rarely appears to happen. Although the group has a mission and vision statement, they are rarely referred to in the meeting. All physicians participate in the discussion, with the exception of Dr. Smith who rarely expresses an opinion.

Frequently the physicians discuss issues related to spending money. There is always much discussion about how the expenditure will affect each Board member.

Around 9:00 pm, individual Board members start receiving pages and, one by one, start leaving the meeting. The meeting usually ends by 10:00 pm when there is no longer a quorum.

At last week’s meeting, the group discussed the need to open a new service location in a nearby community that is growing rapidly. When it became apparent that the Board could not reach consensus, the Board voted with the final outcome being four to one for the proposal. Dr. Peters, who voted against the proposal, protested loudly. He stated to the members present that, “there is no way in blue blazes that I’m going to go to that location.” On the way home from the meeting, he called a couple of the non- Board members on his cell phone to tell them what happened, who had voted for the satellite and that he was against the decision. The next morning, Dr. Jones (the President) received several telephone calls from non-Board members expressing their displeasure and indicating that this issue must be discussed at an emergency shareholder meeting.

Sound familiar?

Before we look at ways to improve the performance of Gotham’s Board, let’s look at the things this group does right:

  • The group has decided on a subset of individuals to govern the group.
  • Meeting agendas are sent out in advance with back-up information.
  • Gotham has mission and vision statements. They have given some thought as to what they would like to be.
  • The President encourages the Board members to consider the needs of the entire group.

However, in Gotham’s case, the Board’s effectiveness is limited by how well the individual members understand their role and conduct themselves.

Role and Responsibilities of the Board

No matter what size the group is, every anesthesia group Board has seven key responsibilities:

  1. Setting Mission and Vision
  2. Moving Group Towards Strategic Goals
  3. Conducting Oversight 
  4. Dealing with Disruptive Physicians
  5. Evaluating Management
  6. Evaluating Board Performance
  7. Over-Communicating with Constituents

As they serve in this role, it is essential that Board members focus on the needs of the entire organization, not just their own needs or the needs of the people they feel they represent. In fact, as Board members, each of them has a legal fiduciary responsibility to make decisions that take into account the needs and expectations of the entire group.


Expectations of Board Members

The best Boards have the expectations for their members set forth in Table 1 above. To encourage these behaviors effective Boards periodically evaluate their own performance. Table 2 shows a form that can be used to support this effort.

Support of Group 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. “The Board agreed that this was the right thing to do…”
  3. “I plan to support the decision…”
  4. “And you should too.”

Removing Dysfunctional Board Member

There are times when the Board faces the tough decision of what to do with or to a dysfunctional Board member.

Disagreements on the Board are to be expected, but there is a difference between a “devil’s advocate” (challenger) and someone dysfunctional.

It is likely your group’s bylaws address steps to remove a Board member.

Because meeting attendance is so important, some groups have included an automatic process to remove Board members who are often absent. The language might be “Any member absent from three meetings in succession or four meetings in any 12-month period is automatically terminated. If such a member seeks reinstatement within two months, the Board may grant this, but not more than once per term.”

If you are having trouble with a dysfunctional member, we suggest the following:

  1. Conduct a peer evaluation using the form in Table 2.
  2. Have the individual member counseled by the President or Chairman.
  3. Vote to replace the individual. We know this is tough. However Board meeting time is too precious to allow dysfunctional Board members to squander.


Oh—and who is paging the Board members at 9:00 pm in the above case study? Their spouses, of course, who have been told to page them so they can slip away from the meeting…

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