EMHS governance re-evaluated

Eastern Maine Healthcare Systems governance modernization is in the best interest of all our communities. Not only is EMHS following “best practices” for health care governance, but we have tapped leading governance experts for guidance and a national perspective. The focus of any governance modernization effort must be to enhance an organization’s accountability and performance.

We must keep in mind that our responsibility for accountability and performance extends beyond Bangor and to all communities in our nine-county area. Today, we are a system that is regional, not local. We must advance our governance structure to support the entire system and each of its individual components as effectively and efficiently as possible. Our communities understand the need for greater effectiveness and efficiency, because health care pressures are making headlines every day.

Our governance modernization process is conscientious and deliberate, beginning more than two years ago with the formation of the EMHS Governance Committee and involving checkpoints along the way with various boards, including EMHS, Sebasticook Valley Hospital, The Aroostook Medical Center, Eastern Maine Medical Center, The Acadia Hospital, Inland Hospital and C.A. Dean Memorial Hospital and Nursing Home. Just as any work in progress, there have been many alternatives discussed, but always with one thing in mind, our governance structure must align with the mission of our health system to our communities.

Over the last few years, there has been an even greater emphasis on re-evaluating governance because of high-profile business failures in the corporate and non-profit sectors. As a result, boards are held to a higher standard of performance and accountability by legislators, state attorneys general, regulators, and the communities they serve. The increasing complexity of health care and its constant changes are requiring boards to be more knowledgeable and efficient in making decisions and taking action.

We must understand that governance modernization means changes. These range from reducing the number of board members to restructuring the number and function of boards. A more streamlined corporate organizational chart is a desirable result. By consolidating and/or eliminating legal entities, there are fewer layers, fewer boards, and fewer standing committees. Performance improves because of quicker and more effective decision-making and improved communications across the system.

For example, we recognized duplicative layers of governance within the system. The committee has been evaluating the benefits and implications of eliminating both EMH and TAMC Inc. This would result in EMH subsidiaries, including EMMC and Acadia, having EMHS as their direct parent. Eliminating EMH would further enhance efficiency and connectivity in the system. EMHS already is the direct parent of Sebasticook Valley Hospital, and The Aroostook Medical Center has voted to move to this model, eliminating TAMC, Inc. We also are evaluating the role of Individual Members (formerly called Corporators), a group that will be affected should EMH be eliminated.

While members may provide the benefit of direct accountability of trustees to their electorate, fewer than 25 percent of hospitals nationwide have this model, and the number continues to decrease each year. Healthcare has become so complex that fewer and fewer people can commit the time it takes to absorb the information they need to make fully informed judgments on issues presented to them as members. According to governance experts, boards elected by members can become highly political, causing divides that impede effectiveness.

As we work on defining the role of members in our system we must consider these concerns.

In considering eliminating EMH, as TAMC Inc. has already done, the Governance Committee and each board within the system continue to review alternatives for the role of members in the system, with a view toward preserving the accountability and community connectedness that is important to all of us.

Members of the EMHS Governance Committee, working in collaboration with each board in the system, have the responsibility to recommend a structure that is best for perpetuating the delivery of high quality, cost effective health care to our nine-county system region. We are confident that continued careful and thoughtful discussion among the members of our system boards will lead to the appropriate course of action.

This commentary was written by Irving Kagan, chair of the EMHS board; George Eaton, chair of the EMMC board; and James Conlon, chair of the Acadia board.