Governance

“If we only take care of you when sick, we're not talking about, ‘Do you have safe healthy housing to go home to? Are you going to have another asthma attack as soon as you get home?’”

-Community conversation participant

Priority 8: Governance

Achieving the priorities and recommendations of this report will rely on the strength and responsiveness of the governance and leadership of the IAHS, both at the holding company and hospital board level. Bringing in additional community power and voice into existing and new governance structures is an important step towards building accountability. Having leadership who understand the issues and needs of their patients and the broader community will lead to better decisions about how to serve these individuals and groups.

Participants in the community conversations felt strongly that some type of external governing body or board that is representative of the community should provide oversight to ensure that the merged health system is able to effectively serve the needs of all Rhode Islanders.

Given all of this, it is important that the governance structure of the IAHS be representative of the community that it serves. Sufficient support for this broadened leadership is also important so that all members feel welcomed and essential, and are able to play a substantive role.

“I think when you're looking at who sits on the Board of Directors for these kinds of an organization, what's the representation? Is it reflective of many different diverse communities, of many different socioeconomic statuses, of many different areas throughout Rhode Island?”

-Focus group participant

Recommendations for approval of the merged health system

• The new governing body of the IAHS, presumably with representation from the two existing health systems and Brown University, must not appoint its Board of

Directors and Board Chair solely out of the existing Boards of Directors, and the new Board and Board Chair appointment must be reconstituted within six months of IAHS approval. › At least 20% percent of the new governing board must include representatives from the community oversight group detailed below. › Best practice governance principles will require that the IAHS Board of Directors commit to conducting an annual assessment of leadership compensation, maintaining competitive compensation aligned with leadership in similarly sized healthcare systems.

Christus Health in Irving, Texas has worked to increase racial, ethnic, gender and age diversity in its leadership. These efforts include making leadership board diversity and inclusion goals in its organizational plan, monitoring diversity of the board, requiring that at least 33% of the candidates in a board member hiring pool are “diverse.”

• A community oversight group consisting of ~25 members, broadly representative of the communities served by the system and appointed jointly by the Attorney General and Director of the Department of Health, will be created with a clear pathway from that group to the Board of Directors. › The IAHS, in collaboration with community partners, must define and constitute a substantive role for this group that clarifies roles and responsibilities. › Governance language around inclusion and equity must be clear, substantive, and mandated. › There must be quarterly executive leadership meetings with the community advisory group. › The IAHS must commit to financially support necessary staffing and training to ensure members can be successful in their community oversight role. › The IAHS must commit to this structure for the first five years post-merger.

• The new IAHS governing body will commence a national search as soon as possible to hire a new CEO for the merged system.

“I want to know, what's the plan for continuing to have a voice after it goes through? What does that look like for us? How can we then affect change if we see that this didn't go the way we were hoping it would go? What is our voice, at what level, and what kind of actual power do we have?”

-Focus group participant