Category Archives: Board Accountability

The Four Conflicts that Hospitals must Resolve in 2024

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The Four Conflicts that Hospitals must Resolve in 2024

If you’re a U.S. health industry watcher, it would appear the $4.5 trillion system is under fire at every corner.

Pressures to lower costs, increase accessibility and affordability to all populations, disclose prices and demonstrate value are hitting every sector. Complicating matters, state and federal legislators are challenging ‘business as usual’ seeking ways to spend tax dollars more wisely with surprisingly strong bipartisan support on many issues. No sector faces these challenges more intensely than hospitals.

In 2022 (the latest year for NHE data from CMS), hospitals accounted for 30.4% of total spending ($1.35 trillion. While total healthcare spending increased 4.1% that year, hospital spending was up 2.2%–less than physician services (+2.7%), prescription drugs (+8.4%), private insurance (+5.9%) and the overall inflation rate (+6.5%) and only slightly less than the overall economy (GDP +1.9%). Operating margins were negative (-.3%) because operating costs increased more than revenues (+7.7% vs. 6.5%) creating deficits for most. Hardest hit: the safety net, rural hospitals and those that operate in markets with challenging economic conditions.

In 2023, the hospital outlook improved. Pre-Covid utilization levels were restored. Workforce tensions eased somewhat. And many not-for-profits and investor-owned operators who had invested their cash flows in equities saw their non-operating income hit record levels as the S&P 500 gained 26.29% for the year.

In 2024, the S&P is up 5.15% YTD but most hospital operators are uncertain about the future, even some that appear to have weathered the pandemic storm better than others. A sense of frustration and despair is felt widely across the sector, especially in critical access, rural, safety net, public and small community hospitals where long-term survival is in question. 

The cynicism felt by hospitals is rooted in four conflicts in which many believe hospitals are losing ground:

Hospitals vs. Insurers:

Insurers believe hospitals are inefficient and wasteful, and their business models afford them the role of deciding how much they’ll pay hospitals and when based on data they keep private. They change their rules annually to meet their financial needs. Longer-term contracts are out of the question. They have the upper hand on hospitals.

Hospitals take financial risks for facilities, technologies, workforce and therapies necessary to care. Their direct costs are driven by inflationary pressures in their wage and supply chains outside their control and indirect costs from regulatory compliance and administrative overhead, Demand is soaring. Hospital balance sheets are eroding while insurers are doubling down on hospital reimbursement cuts to offset shortfalls they anticipate from Medicare Advantage. Their finances and long-term sustainability are primarily controlled by insurers. They have minimal latitude to modify workforces, technology and clinical practices annually in response to insurer requirements.

Hospitals vs. the Drug Procurement Establishment: 

Drug manufacturers enjoy patent protections and regulatory apparatus that discourage competition and enable near-total price elasticity. They operate thru a labyrinth of manufacturers, wholesalers, distributors and dispensers in which their therapies gain market access through monopolies created to fend-off competition. They protect themselves in the U.S. market through well-funded advocacy and tight relationships with middlemen (GPOs, PBMs) and it’s understandable: the global market for prescription drugs is worth $1.6 trillion, the US represents 27% but only 4% of the world population.

And ownership of the 3 major PBMs that control 80% of drug benefits by insurers assures the drug establishment will be protected.

Prescription drugs are the third biggest expense in hospitals after payroll and med/surg supplies. They’re a major source of unexpected out-of-pocket cost to patients and unanticipated costs to hospitals, especially cancer therapies. And hospitals (other than academic hospitals that do applied research) are relegated to customers though every patient uses their products.

Prescription drug cost escalation is a threat to the solvency and affordability of hospital care in every community.

Hospitals vs. the FTC, DOJ and State Officials: 

Hospital consolidation has been a staple in hospital sustainability and growth strategies. It’s a major focus of regulator attention. Horizontal consolidation has enabled hospitals to share operating costs thru shared services and concentrate clinical programs for better outcomes. Vertical consolidation has enabled hospitals to diversify as a hedge against declining inpatient demand: today, 200+ sponsor health insurance plans, 60% employ physicians directly and the majority offer long-term, senior care and/or post-acute services. But regulators like the FTC think hospital consolidation has been harmful to consumers and third-party data has shown promised cost-savings to consumers are not realized.

Federal regulators are also scrutinizing the tax exemptions afforded not-for-profit hospitals, their investment strategies, the roles of private equity in hospital prices and quality and executive compensation among other concerns. And in many states, elected officials are building their statewide campaigns around reining in “out of control” hospitals and so on.

Bottom line: Hospitals are prime targets for regulators.

Hospitals vs. Congress: 

Influential members in key House and Senate Committees are now investigating regulatory changes that could protect rural and safety net hospitals while cutting payments to the rest. In key Committees (Senate HELP and Finance, House Energy and Commerce, Budget), hospitals are a target. Example: The Lower Cost, More Transparency Act passed in the the House December 11, 2023. It includes price transparency requirements for hospitals and PBMs, site-neutral payments, additional funding for rural and community health among more. The American Hospital Association objected noting “The AHA supports the elimination of the Medicaid disproportionate share hospital (DSH) reductions for two years. However, hospitals and health systems strongly oppose efforts to include permanent site-neutral payment cuts in this bill. In addition, the AHA has concerns about the added regulatory burdens on hospitals and health systems from the sections to codify the Hospital Price Transparency Rule and to establish unique identifiers for off-campus hospital outpatient departments (HOPDs).” Nonetheless, hospitals appear to be fighting an uphill battle in Congress.

Hospitals have other problems:

Threats from retail health mega-companies are disruptive. The public’s trust in hospitals has been fractured. Lenders are becoming more cautious in their term sheets.  And the hospital workforce—especially its doctors and nurses—is disgruntled. But the four conflicts above seem most important to the future for hospitals.

However, conflict resolution on these is problematic because opinions about hospitals inside and outside the sector are strongly held and remedy proposals vary widely across hospital tribes—not-for profits, investor-owned, public, safety nets, rural, specialty and others.

Nonetheless, conflict resolution on these issues must be pursued if hospitals are to be effective, affordable and accessible contributors and/or hubs for community health systems in the future. The risks of inaction for society, the communities served and the 5.48 million (NAICS Bureau of Labor 622) employed in the sector cannot be overstated. The likelihood they can be resolved without the addition of new voices and fresh solutions is unlikely.

PS: In the sections that follow, citations illustrate the gist of today’s major message: hospitals are under attack—some deserved, some not. It’s a tough business climate for all of them requiring fresh ideas from a broad set of stakeholders.

PS If you’ve been following the travails of Mission Hospital, Asheville NC—its sale to HCA Healthcare in 2019 under a cloud of suspicion and now its “immediate jeopardy” warning from CMS alleging safety and quality concerns—accountability falls squarely on its Board of Directors. I read the asset purchase agreement between HCA and Mission: it sets forth the principles of operating post-acquisition but does not specify measurable ways patient safety, outcomes, staffing levels and program quality will be defined. It does not appear HCA is in violation with the terms of the APA, but irreparable damage has been done and the community has lost confidence in the new Mission to operate in its best interest. Sadly, evidence shows the process was flawed, disclosures by key parties were incomplete and the hospital’s Board is sworn to secrecy preventing a full investigation.

The lessons are 2 for every hospital:

Boards must be prepared vis a vis education, objective data and independent counsel to carry out their fiduciary responsibility to their communities and key stakeholders. And the business of running hospitals is complex, easily prone to over-simplification and misinformation but highly important and visible in communities where they operate.

Business relationships, price transparency, board performance, executive compensation et al can no longer to treated as private arrangements.

10 signs your board has a strong pulse

Posted on by • Posted in Board, Board Accountability, Board Assessment, Board Chairman, Board Competency, Board Diversity, Board Engagement, Board Purpose, Board Transparency, Board Weakness, Leadership, Leadership Culture, Leadership Integrity, Leadership Respect, Leadership Trust, Leadership Values, Leadership Vision, Values • Leave a comment

https://www.beckershospitalreview.com/hospital-management-administration/10-signs-your-board-has-a-strong-pulse.html

Great systems are usually governed by great boards, who are made up of people who match the following 10 descriptions. 

Great board members do more than comply with corporate governance structure and rules. Too often, board members have loose ties to one another, are passive to the wants and views of the CEO or are not as informed about the specifics of healthcare as they ought to be. We view all of these traits, and more, as signs that a board has lost its charge and is no longer effectively governing.

We consider the following 10 items as descriptors of a board member who has a strong pulse and adds value to a governing body. 

1. The board member is active, engaged and passionate about being a board member. No board can afford to have disengaged members. Bylaws and attendance requirements are important, but simply complying with them does not necessarily equate to being an active, contributing and passionate trustee. Engaged board members show up to meetings, and they show up prepared. While members typically refrain from meddling in day-to-day operations, boards with high levels of trust and candor make a point to communicate with the CEO outside of scheduled board meetings. Quality of board engagement is an important contributing factor to board performance, and there is a correlation between board engagement and the ability to attract board members. Everything that follows is dependent on board engagement. 

2. The board member has a point of view on what the organization must be great at, and the board member is vehement about it. Health systems cannot be all things to all people, although the opportunities to attempt this are ample. The best organizations are not static, but disciplined. Well-governed systems know the specialties they are great in, and they continue to double down on their strengths. Their boards are cognizant of where revenues come from and ensure resources are allocated accordingly.

3. The board member realizes that her top job is to ensure the system has great leadership in place. Leaders can fall short in all sorts of ways, some more visible and easily detectable than others. The active, engaged and vehement board does not easily accept disappointment. Boards have many steps at their disposal to manage a problem before firing a CEO or senior leader, but they should never function in a way where termination is unthinkable. Boards cause great damage when they tolerate mediocre performance or compromised values among people at the top of the organization. 

4. The board member understands accountability for patient safety and quality of care rests firmly in the boardroom. It rests on board members to insist that they receive sufficient, timely information about patient safety and care quality from the CEO. It rests on board leadership to ensure members have access to expertise and resources to properly obtain, process and interpret this information. It is not a bad idea for quality expertise to be included in board members’ competency profiles and for boards to undergo training and continued education in quality and safety. This is especially relevant for board members who come from industries outside of healthcare. It rests on the board when care quality declines or when lapses in patient safety are unaddressed: It is unacceptable for a board to say it missed the memo on care outcomes or that it did not understand the information in front of it. 

5. The board member is a watchdog on societal, governance and audit issues. Informed citizens make for strong board members. It is important to not only be plugged in and aware of the issues and challenges confronting the organization today, but to be aware of broader societal issues that could affect system strategy and performance tomorrow. This is not hypothetical thinking. The past year was a master class in how broader issues affected healthcare in acute and direct ways: systemic racism, a global supply chain and a churning labor market are just three. Good boards are made up of members who stay informed and are biased toward anticipatory thinking, in which they are eager to explore the ways in which issues larger than or outside of their industry may come to affect the organization they help govern. 

6. The board member supports the leadership team, but also questions it and holds it accountable. Board members cannot be pushovers for leadership. Directors are nominated by existing board directors on the nominating committee, which often includes the CEO. As a result, trustees can empathize with the CEO of the organization on whose board they sit. Empathy does not equate to blind acceptance, but this is nonetheless a dynamic trustees should be aware of and work to keep in check. It is not unusual for board members to struggle when giving candid feedback to the CEO, for example. As a result, chief executives carry on and live in a bigger and bigger bubble. 

It’s worth noting that the reverse can occur within boardrooms as well, in which board members disagree about strategy and seek a CEO they can easily influence. At the end of the day, being a pushover is not associated with strong leadership and should be avoided by both trustees and senior executives. Instead, trustees need to embrace constructive tension in the boardroom. Questions, challenges and disagreements that reach resolution can drive valuable dialogue and stronger outcomes.

7. The board member allows others to voice their thoughts. In many boardrooms, a small number of the participants do most of the talking while the majority stays relatively quiet. A powerful or well-connected member may dominate discussions. Ideally, boards embrace the middle in interpersonal communication, with trustees contributing not too much nor too little. Either goes against the board’s very reason for being. 

8. The board member helps ensure the board as a whole reflects the racial, ethnic, gender, religious and socioeconomic diversity of the community served by the organization. This is important for a number of reasons, with health equity being principal. Trustees are stewards for the communities they serve. For hospitals and health systems to increase opportunities for everyone to be healthier — including those who face the greatest obstacles — they need visions, strategies and goals that begin at the top from individuals who have viewpoints from the community. Without these insights, the board simply can’t govern effectively. Additionally, research has consistently found that teams of people who have diversity in knowledge and perspectives — as well as in age, gender and race — can be more creative and better avoid groupthink.

9. The board member is accessible. Just as no board wants its CEO in a bubble, governing bodies must actively resist this risk. For a stretch of time, boards were less visible groups of people who would meet four to six times a year in a mahogany-paneled room to decide the future of an organization that employs tens of thousands and serves even more. This dynamic cannot hold in healthcare. Community members and employees should know — or be able to easily learn — who serves on their health system’s board. If stakeholders bring issues or concerns to a board member, the trustee should be prepared to respond and follow up. In 2021’s healthcare, board members cannot breathe rarified air.

10. The board member emulates the values of the health system. So often when people talk about the tone being set at the top, they have the CEO in mind. The board is just as responsible, if not more responsible, for this charge. What a board permits, it promotes. Board members that emulate system values are better positioned to collaborate with mutual respect, candor and trust. Board members whose values are mismatched or personal agendas are at cross-purposes with the good of the organization should be replaced.