With EMHS, accountability is the word

As a community volunteer who has contributed hundreds of hours over the past three years to the development of a modernized governance structure for Eastern Maine Healthcare Systems, I would like to correct some misunderstandings evidenced by recent op-eds that have been critical of the proposed EMHS governance structure.

Recent op-eds have stated that the EMHS board has retained ultimate control of board selection at the expense of the corporators, thereby eliminating accountability of the board to the corporators. They suggest there is no accountability because (a) the corporators cannot make individual nominations for board members, rather they must vote on a slate; (b) the slate is chosen by a nominating committee made up of EMHS board members; and (c) the bylaws provide that under exceptional circumstances a board member’s term limit could be extended, thereby eliminating the term limit through exceptions to the rule. I am glad to have the opportunity to correct misunderstandings on these points.

First, it is true that although the corporators will be solicited by the nominating committee for prospective board nominees, they will not be able to make individual nominations apart from the slate ultimately recommended by the nominating committee. Importantly, however, no slate can be elected without the final endorsement of the corporators. In fact, the corporators have the last word because they can vote to return the slate to the board (repeatedly if necessary) if, in the minds of a majority of corporators, the nominating committee did not function properly.

Second, the board slate is indeed chosen by an independent board nominating committee – those who are not employed by the system (no executive management), and those who have no economic business ties to the system. In order to be effective, the board must be comprised of people reflecting a carefully planned combination of diversified talent, expertise and background. The board nominating committee is the only group with specific knowledge of who has performed well in board meetings, who is retiring from the board, who is moving to Florida, and what areas of expertise are required on the board in view of impending strategic issues.

This planning is required in order to create a board which, operating as a whole, is well equipped to make difficult and often painful policy decisions in an incredibly complex health care environment. In my opinion, the ability of corporators to unilaterally elect individual board members risks unanticipated results and politicization of the process. These risks are not the best ingredients for assembling the best possible board geared to making the best and sometimes difficult health care policy decisions that enhance the quality of health care in our region.

The proposed EMHS bylaws do provide that under exceptional circumstances a board member’s term limit could be extended. Again, however, this could only occur as the result of an independent board nominating committee recommendation, and most importantly, final endorsement by the corporators.

The bottom line is that the corporators have the last word with respect to board selection. The independent board nominating committee is held absolutely accountable to the corporators and the EMHS health care mission because the corporators have the power and authority to vote down a proposed slate – in essence a vote of no confidence in, and a potential embarrassment to the nominating committee. The beauty of this structure is that no constituency (neither corporators, nor management, nor the EMHS board) has the type of control that could harm the system, but there is plenty of accountability to go all the way around.

The time has come to complete the formation of our regional health care delivery system, and further delay or tinkering at this time will do more harm than good for the long-term health care status of our region.

George F. Eaton II is chairman of the board of Eastern Maine Medical Center.