Corporators: Yes on EMHS

Maine will increasingly rely on regional networks to provide health care, networks of the type hospitals have been forming or joining statewide for decades. Tomorrow, Eastern Maine Healthcare will place before its corporators – more than 400 local residents who help steer the major medical center in this region – the question of whether to agree to a merger of EMH with its parent, a vote that would formalize a broader regional approach to health care to make its delivery more efficient and effective while strengthening the system’s oversight boards by demanding higher standards among its members.

Corporators should agree to this change, even as they acknowledge it demands a changed role for themselves.

The authority of corporators would diminish under the proposal. They would advise and vote whether to ratify a slate of board directors, rather than nominate them. Instead of being entirely from the Bangor area, a smaller corporator membership would have a more regional representation, in keeping with the population of the region served.

A local group called the Good Governance Committee, including physicians, corporators and others interested in the future of medical care in the region, opposes the agreement, which would fold EMH into the new Eastern Maine Healthcare System (EMHS). They oppose it for many reasons, including the loss of corporator power, because corporators would no longer be self-selecting under the plan and because they doubt the intentions of some board members and the administration.

This last issue is not a small matter: Deeply felt concern even by a minority of respected members of this community properly has alarmed the various boards within EMH. The boards have responded, and while the only response that would seem to satisfy some community members is the removal of top administration and board officials, the board members writing the new bylaws of EMHS have made several important advances.

They have, for instance, instituted the idea of financial independence from the corporation, especially important for the board’s audit and compliance committee and crucial for its new executive compensation committee. The new bylaws include term limits, set retroactively, and in recognition of board reforms nationwide, the bylaws raise the standards of education and participation among board members themselves. All of this strongly suggests that the board will finally define itself as an entity separate from the administration, a failing in the past that has led to conflict today.

Just as imposing political term limits was a poor way to respond to the failings of individual state legislators a decade ago, scuttling the new governance system of EMHS is a poor way to express displeasure about specific EMH officials now. These changes will remain in place after the energy of Good Governance has faded. Corporators too have rarely used the powers that come from their position; the bylaws reform will be there no matter the level of public enthusiasm.

The corporators should approve the plan offered to them Wednesday, knowing that even as the tougher, more regional rules of the system limit the role of the corporators, they also limit the freedom of the administration. Everyone is held to the higher standard.

The risk of corporators voting it down is apparent. Small hospitals need to align with larger medical centers to thrive in Maine. If the five smaller facilities that have already agreed to this are rejected by Bangor corporators, they would naturally look elsewhere for alliances even if those corporators say they want some sort of network but not the one before them. Bangor would lose out – the small hospitals represent a majority of EMH’s bottom line – and while the corporator role may remain stronger, local health care itself would diminish.

Corporators do not have to agree the proposed bylaws are perfect to recognize that they are the result of reasonable compromise among multiple hospitals in the region, some that did not want any form of the corporator model, and that the higher standards in the bylaws push the EMHS in the right direction.