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Defining the Role of the Board Chair Sets the Stage for Effective Governance

According to James E. Orlikoff, President, Orlikoff & Associates, the board chair is the “key interface between the CEO and the board, and yet, can be one of the most ill-defined and poorly understood positions.”

Given that the role of today’s Board of Directors comes with a new kind of accountability—driven by a vastly different healthcare environment than even just 10 years ago—steps must be taken to ensure best practices for the chair position are clearly understood and being met.

Earlier this quarter, Orlikoff, who also serves on the Board of Directors for St. Charles Health System, presented a webinar, “The Role of the Board Chair,” for the American Hospital Association. He closed his presentation with four questions. Though posed as discussion points, these questions also provide starting points for developing best practices for governance as it relates to the board chair.

Is there a written job description for the position of board chair, outlining the principles of chair leadership?

 Without a clearly defined job description, complete with specific responsibilities and the extent of authority a chair may or may not have, there is no way for the person in this position to meet the right expectations. In addition, if the individual filling the chair role has past board experience or past chair experience, he or she may bring past expectations into the current role and these expectations may not align with the current governance culture. From a practical standpoint, a written job description provides a point from which any candidate can determine if serving in the chair role is the right opportunity.

 Are terms and term limits defined for the position of board chair?

Orlikoff strongly supports specific terms and term limits for the board chair. Specifically, a one year term, with a maximum of 3 renewals. Any number of situations can affect a chair’s effectiveness, from a change in life or professional circumstances, to lacking a particular skill set that may be needed mid-stream in the term due to policy changes.  With terms and term limits, in the face of an ineffective chair, the board knows there is an exit.

Does the board chair job description provide the basis for performance evaluation, particularly as related to position renewal?

 If written correctly, the board chair job description will easily lay the foundation for the chair performance review. As with expectations being clearly understood, both the board and the chair can assess how well the responsibilities of the role are being met, especially if a mechanism is in place to create regular feedback. For example, quarterly reviews based on job requirements, an action plan for improvement, etc.  By having both the role description and feedback mechanism in place, decisions regarding chair renewal should be clear when the time comes, and if signs point to the need for a new chair, the board can begin the succession process well in advance.

 Is a clear succession process in place?

 A particular benefit to having a clear succession process in place is the opportunity to also vote in a chair-elect, allowing this individual to work alongside the current chair. In this role, the chair-elect can gradually take on specific responsibilities, which provides the board with the opportunity to assess the future chair’s skills (and needs for skill development) prior to formally serving in the full chair capacity. Orlikoff was clear to state that serving as chair-elect should not be seen as an automatic pathway to serving as chair.

It today’s ever-evolving healthcare landscape, providing your board with best practices for governance sets the stage for not only effectiveness in serving, but solid accountability to responsibilities as well.

Join James E. Orlikoff for his in-depth seminar Achieving a Strategic Partnership with Your Board: Thrive in the Midst of Accountability, July 30-31 at the New York Cluster. You’ll come away with a tailored plan you can immediately put into action to help you manage and improve board relationships, and positively guide strategic decisions.

James E. (Jamie) Orlikoff is president of Orlikoff & Associates Inc., a Chicago-based consulting firm specializing in healthcare governance and leadership, strategy, quality, patient safety and organizational development.  Read more about Jamie here.

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