Want to get a family physician on the board of directors? Here are helpful dos and don'ts.
Fam Pract Manag. 1999 Apr;6(4):52-53.
In most businesses, the board of directors calls the shots — period. But in health care, the board's ultimate organizational authority coexists with physicians' ultimate clinical authority in the context of caring for individual patients.
A chief executive officer (CEO) who understands this fact of life will want some front-line clinicians, such as family physicians, on his or her board of directors. These CEOs realize, as Mark Twain said in Tom Sawyer Abroad, “the person that had took a bull by the tail once had learnt 60 or 70 times as much as a person that hadn't.” That is, boards without physician members can make costly mistakes because financier board members who know all about mergers, acquisitions, budgets and investments don't really understand clinical practice. And allowing a board to make costly mistakes isn't in a CEO's interest any more than it's in the interests of physicians and patients.
Unfortunately, some executives aren't sensitive to this unique aspect of the business of health care. Some even actively oppose the idea of doctors serving on the board. If you're part of an organization with a CEO like this, what can you do to overcome his or her resistance?
Diagnose the problem
The first step is to understand why the CEO doesn't want to have doctors on the board. Here are some possible explanations:
The CEO may be insecure about his or her lack of experience in health care and may feel safer if physicians aren't given direct access to the board. But, contrary to the belief of some physicians, this scenario is quite uncommon.
More common are CEOs who try to apply general management concepts without adapting them to the unique needs of health care. To these CEOs, physicians are simply part of the “work force.” Everyone knows that tellers don't serve on the bank's board. The same thinking applies when the “worker” is highly skilled; not even the first-chair violinist serves on the symphony's board. In general, the thinking goes, management doesn't give labor a seat at the boardroom table.
The advice of lawyers may be the culprit here. Many CEOs seem to be afraid to get up in the morning without calling their lawyers first. An attorney may have advised the CEO that physicians should be kept off the board to avoid legal tangles such as conflict of interest and restraint of trade. Be careful! These are important concerns. But they can be addressed in ways other than denying physicians access to the boardroom.
Another possible explanation is that the CEO had a truly bad experience with a doctor who abused the opportunity to serve. For example, I know of one physician board member who didn't understand the difference between political leadership and organizational leadership. The doctor brought a medical-society-officer persona and position-taking behavior to the boardroom, where members are expected to act cooperatively as problem solvers. The physician's intimidating style and tirades during meetings made the CEO oppose having doctors on the board for years.
Finally, some CEOs may truly believe that having a vice president for medical affairs (VPMA) sit in on board meetings is enough. It's true that good VPMAs are extremely valuable. But these people have chosen to be executives, not clinicians. So they can't provide the same perspective as a family physician who deals every day with the results of board decisions about space, staffing, equipment and other issues.
If your CEO is putting up roadblocks to physician board membership, you may be tempted to take a confrontational approach to knock them down, or even a behind-the-back strategy to go around them. Don't give in to temptation. Be careful to avoid common mistakes:
Don't unionize. If you do, you're giving in to the notion that your role is only as a laborer instead of insisting on your rightful place as part of management.
Don't “go public,” attempting to pressure the CEO through the local media. That makes you a troublemaker.
Don't think you can write yourself onto the board through provisions in medical-staff bylaws, your contract or some other organizational document. Board composition is determined by board bylaws, which are amendable only by the board.
Don't insist that a certain percentage of the board be physicians. Talent is far more likely to be recognized than entitlement.
Don't go behind the CEO's back and appeal directly to a board member who may be your neighbor or golf partner. That makes you a conspirator.
Don't call a secret meeting of physicians and then give the board an ultimatum that it must fire the CEO. That tells the board that this group of physicians is not yet mature enough to understand how to use organizational lines of responsibility and authority.
Above all, don't threaten to sue! That's a sure way not to have effective physician participation at the board level for years to come.
Show that doctors deserve it
So what can you do? Your best strategy is to practice education and persuasion, not confrontation. Demonstrate that you and other family physicians have the knowledge and skills that board members need. (To assess whether you would be a good candidate, see “Do You Belong on the Board of Directors?” September 1998.) And if you know why the CEO opposes having physicians on the board, you can direct your efforts to the source of his or her opposition.
Think of ways to show that you and other doctors really do understand today's difficult environment and the risks and opportunities it brings for everyone in your health care organization. The first step in getting hold of the rudder is to point out that everyone's in the same boat — the CEO, the board and front-line physicians. For example, tell the CEO that you empathize with having to deal with a federal health care policy that straps providers by encouraging investors' profit-taking with one hand while ratcheting down revenues with the other. Even if the CEO's excessive compensation package sticks in your craw, this is the winning strategy.
It's also vital to demonstrate your skills. Rather than insisting that physicians generally are entitled to board membership, show that certain physicians can do the work well — that they can think broadly, analyze situations astutely and communicate articulately. These are skills family physicians use daily in the exam room and that translate well to the boardroom.
Finally, here's the most critical element of success: Clarify to everyone, including the CEO, current board members and your colleagues, that you're championing the concept of front-line clinicians serving on the board, not campaigning for a seat for yourself. Ironically, that part of your strategy is more likely than any other to result in your having to fit in one more meeting each month — the meeting of the board of directors
Copyright © 1999 by the American Academy of Family Physicians.
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