A New Governance Model: The Jewish Senior Life Experience New... · Catalysts and Challenges...

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Exclusive to Healthcare. Dedicated to People. SM

A New Governance Model: The Jewish Senior Life Experience

Presented to:

LeadingAge NY 2013 Annual ConferencePresented by:

Ken Ackerman, Chairman, INTEGRATED Healthcare StrategiesTed Axelrod, Chairman, JSL Governance Committee

Dan Katz, President/CEO, JSL

May 22, 2013


Agenda

• About Jewish Senior Life• Joint Boards Governance Task Force• Catalysts and Challenges• Fact Finding and Materials Review • Trends in Governance• Board Member Interviews• Objectives and Common Elements• Preliminary Options and Recommendations• Governance Structure– Current– Proposed

• Guidance for Implementation• Seven Strategies for Enhanced Governance• Questions & Discussion

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Exclusive to Healthcare. Dedicated to People. SM 2

Jewish Senior Life TODAY !

JEWISH SENIOR LIFE SERVICES FOR HEALTHY AGING


Jewish Senior LifeServices for Healthy Aging

Jewish Senior Life (JSL), based in Rochester, New York offers a continuum of high-quality aging services on its 69-acre campus, from independent living through skilled nursing and end-of-life care. JSL also offers a variety of community programs and services that enable individuals to age in the place of their choice.

$50 million; 800 Employees

The Summit at Brighton - Continuing Care Retirement Community (90 units)

Wolk Manor – for enriched and assisted living (60 units)

Jewish Home of Rochester – a full-service skilled nursing facility with 362 beds for:Transitional Care (68)Long-Term Care (256)Memory Care (38)

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Community Services for Aging in Place

Adult Day Health Care -- Day program with stimulating activities and social interaction for up to 84 people per day.

At Home Services -- Home repair, handyman services, housekeeping, meal delivery, lawn maintenance, etc.

Marian’s House – New day retreat for up to 12 individuals with early to mid-stage Alzheimer’s and other related dementias.

Happier at Home -- In-home companion care services and geriatric care management.

Outpatient Rehabilitation -- Physical, occupational, speech, massage, orthopedic, neurological.

Physician House Calls Practice -- One-on-one physician visits currently serving 140 people in the comfort of their homes.

Jewish Hospice -- Specialized form of care during end stages of life addressing physical, psychological, emotional and spiritual needs of the patient and family.

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A Long, Rich Tradition of Community

● After many years of community planning, the Jewish Home for the Aged was founded in 1920 to care for the elderly in a Jewish setting.

● Strong community involvement resulted in the first Board of Directors having 35 members.

● Emphasis on the highest quality medical care and social and recreational programming built a national reputation for healthcare excellence.

● As a testament to the inclusion of other faiths, non-Jewish residents comprise approximately 45% of the skilled nursing population at Jewish Senior Life today.

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JEWISH SENIOR LIFE CORE STRATEGIES

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Core Strategies

1. Be the provider of choice for person-centered care and services.

2. Provide an innovative and integrated continuum of aging programs and services.

3. Be the employer of choice and achieve a competitive advantage by attracting and retaining high-performing staff and volunteers.

4. IMPROVE GOVERNANCE PERFORMANCE THROUGH ADOPTION OF BEST PRACTICES.

5. Provide the best value to our customers in terms of quality, cost and third-party reimbursement.

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Jewish Senior LifeStrategic Operating Plan, 2012

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JOINT BOARDSGOVERNANCE TASK FORCE

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Goals of the Task Force Process

Improve efficiency and effectiveness of system-wide governance

allowing more time to “focus on the future”

Clarify roles of parent and operating subsidiaries

Preserve connections to the community

Reduce the number of meetings and “silo” thinking

Improve overall system strategic planning and board oversight

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CATALYSTS AND CHALLENGES

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Catalysts and Challenges

● Changing demographics of the resident population

● Rapidly changing healthcare industry and environment

● Generational composition of the board

● Long history of cultural traditions

● Prior attempts at changing the governance structure

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FACT FINDING AND MATERIALS REVIEW

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Fact Finding and Materials Review

• Governance structure

• Minutes of Joint Boards Task Force meetings

• Committee rosters

• Board and committee meeting schedules

• Legal memoranda

• Board governance assessment surveys

• Board of Directors 2012 Orientation Manual

• Annual reports – 2010 - 11

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Current Governance Structure

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TRENDS IN GOVERNANCE

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(Presented to JSL Joint Boards)

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Board Work is Not Easy

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Need stability

with growth

Geographic distance and demographic diversity

Many decision makers in continuum of care

Complex regulatory

compliance issues

Competition for stakeholders’ loyalty

Large capital requirements

Tough fiscal pressures

Press to deliver on economies of scale

Need to deliver on promise of mission for caring and curing

Calls for enhanced quality

and safety

Press for experiences & engagement of our staff,

volunteers, & donors

Growing IRS, media, and donor scrutiny of our

performance

Calls for faster, smarter, and more

cost-effective decision-making

processes


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Trends in Governance

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“Effective governance by the Board of a nonprofit organization is a rare and unnatural act.”

- Harvard Business Review, Sept/Oct 1996

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18Source: The Governance Institute, “On Board!”

Preserve quality health care for the community’s benefit

Financial RealitiesSocial Obligations

WHAT BOARDS ARE SUPPOSED TO DO

Mission Margin



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Source: Great Boards, Bader & Associates, December 2001

BOARDS UNDER FIRE

“Not-for-profit Boards have enjoyed considerable

autonomy based on the presumption they’re

serving the public, but those days may be ending

as public officials scrutinize their actions more

closely.”

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THE FUTURE OF NOT-FOR-PROFIT GOVERNANCE

“There are enough ‘isolated instances’ around

the country to signal a change in what

communities expect from not-for-profit Boards.”

Source: Boards Under Fire by Volunteer Trustees Foundation and the Governance Institute

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THE EVOLUTION OF GOVERNANCERoles for Governance

Past Present Future

• Stewardship• Civic duty• Fund raising• Oversee entity

• Management oversight• Financial management• Community response• Oversee multiple entities

• Strategic performance

• Oversee integrated systems

Expectations of Governance

Establish Guide PERFORM

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From

Management defines problems, suggests solutions

Board approves policy, management implements

Board meetings process driven

Board functions follow form of standing committees

Board is a collection of stars

TowardBoard and management discover issues together

Board and management develop policyBoard meetings goal driven

Form follows function; “centers of action,” ad hoc committeesBoard is a constellationTEAM

Source: Adapted from Harvard Business Review Oct‐Nov. 1996

THE EVOLVING BOARD


BECAUSE OF CONSOLIDATION, COMPETITION AND MANAGED CARE, HEALTH CARE BOARDS ARE BECOMING…

• More Agile

• More Expert

• More Strategy Focused


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Drivers TrendsCompetition in mature markets requires quick and decisive action

Have had ponderous Boards with complex procedures

Multiple fiduciary Boards that “suboptimize” and/or act on consensus

• Smaller Boards

• Streamlined System Governance with Centralized Fiduciary Responsibility


AGILITY



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Why fewer board member seats at the table?

Increases quality and quantity of board member discussion, engagement, enthusiasm, attendance, and preparednessReduces “social loafing”Creates greater accountability

Great governance enhances probability for great enterprise performance by supporting, emboldening, and not distracting management from its focus on strategy and operations.

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Drivers TrendsMore and more revenue at risk

Unremitting price pressures

Need to make “profit” in complex business

•Board members chosen to fill particular holes in Board’s expertise

EXPERTISE



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Drivers TrendsComplexity of decisions

Costs of mistakes in strategy

Replacing management after poor performance is too little, too late

• Board becomes “strategic partner”with management

• Board focuses on big picture

• More focus on core issues, quality, and safety

STRATEGIC

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Board members who represent the interest of constituencies not the organization as a wholeA focus on short-term issues because the Board lacks a clear sense of the organization’s purposeTime spent monitoring the past instead of planning and creating the futureReviewing information that is largely irrelevant to the critical, strategic issues confronting the organization

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Source: Systems Thinking in Governance, Adapted, Trustee, January 1999

REASONS FOR INEFFECTIVE GOVERNANCE



Non-performing or dysfunctional Board members that create a negative dynamic and ultimately diminished effectivenessMaintaining unwieldy, inefficient governance structures that wastes the Board’s and management’s timeConfusion about roles, responsibilities and relationships with management, the medical staff, committees and other Boards

Source: Systems Thinking in Governance, Adapted, Trustee, January 1999

REASONS FOR INEFFECTIVE GOVERNANCE (CONT’D):

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GOVERNANCE AND LEADERSHIP

“Things ain’t like they used to be . . . and they never were.”

‐Yogi Berra

Change will continue!30


BOARD MEMBER INTERVIEWS

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Summary of Interviews

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Changes Needed

Smaller board overseeing the entire enterpriseFewer people on board(s)More committed people on board(s)Board members with specific skill setsNon-Jewish board membersBetter orientation process for new members



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Changes Needed (cont’d):

More clearly defined lines of authorityMore coordination among various entitiesFocused, innovative, strategic thinking atboard levelMore executive sessionsReview continuing role of governorsConsider changing board meeting times to mid-day luncheon meetings or late afternoon dinner meetings

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Other Counsel and Concerns

Strengthen board evaluation process

Consider a succession plan for top management

Consider implementing an electronic board portal

“Don’t pull punches – give us your best advice”

Implementation will be as important as the changes themselves

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Other Counsel and Concerns (cont’d):

Task Force support for any change is essential

Consider interviewing newer/younger board members

Communicate reasons for change carefully

Proceed at a measured pace to avoid alienating people

“We are facing a Kodak moment! Will Jewish Senior Life survive as an organization?”

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Openness to Change

Some interviewees believe –Most people open to change, but some will be resistant

Some board members may be offended, which will hurt philanthropy

There is some suspicion that the outcome is predetermined and the task force is here to “provide cover”

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OBJECTIVES AND COMMON ELEMENTS

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To Govern Efficiently & Effectively, the New Governance Model Must

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Help make the right decisions to move the enterprise toward mission, vision and our business strategyAssure wise and fast discharge of fiduciary roles and responsibilitiesUse board talent/time wisely and efficientlyUse management talent/time wisely and efficientlyUse smart decision-making processes, compliant with government laws and regulationsEngage not too many, nor too few of good board members in the governance structure and processes

JSL Governance Enhancement

Objectives


Revised Structure – Common Elements

JSL Board size is 19 to 25 members

CEO is ex-officio voting member

CEO reports to JSL Board

All committees are standing committees of JSL Board

JSL Board committees chaired by JSL Board members, can include both directors and non-directors

Executive committee includes chairs of all other committeesCompensation Committee is subset of Executive CommitteeExecutive committee leads strategic planning, fully engaging the board

Ambassadors Council is advisory to JSL Board; JH Board of Governors is phased out. Past chairs and Governors are members of the Ambassadors Council.

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PRELIMINARY OPTIONS AND RECOMMENDATIONS

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Option #1; Leave Current Governance Structure Unchanged

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Revised Structure – Option #2

Stronger “Passive” ParentJSL assumes maximum system oversight powers allowed to passive parent corporations by statute

Operating company boards are reduced in size – directors include members of management and (optional) a limited number of independent directors

Operating company boards have 4 to 6 members

Focus of operating company boards is limited to matters required by statute

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Mirrored BoardsSame 19 to 25 board members serve on boards of JSL, JH and perhaps other operating companies

Meetings are structured to accommodate and minutes reflect decisions being made at the appropriate level

JSL remains technically “passive,” but mirrored structure allows for system-wide decision-making

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Active ParentJSL files with the NY DOH to become an active parent

JSL takes on full complement of initiatory and reserve powers

Operating company boards are reduced in size – directors include members of management and (optional) a limited number of independent directors

Operating company boards have 4 to 6 members

Focus of operating company boards are specific operating issues, such as facilities and quality

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Merge into Single EntityAll operating companies merge into JSL (or JH) pursuant to regulatory filings

JSL directly operates all units through a single board

Possible use of advisory boards at operating unit level

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Comparative Considerations Among Options

A strong “passive” parent can work, but continued attention must be paid to decision-making protocols consistent with statutory requirements

Mirrored boards can be cumbersome and somewhat artificial in terms of board members exercising their duties for each corporation

Becoming an “active” parent is not complex from a filing standpoint, but regulatory oversight is permanent

Merging into one organization involves a significant degree of regulatory interaction and puts all liabilities in one entity

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Preliminary Recommendations

Consider becoming “active” parent, or moving first to stronger “passive” parent, then transitioning to “active” at a later date

Alternative acceptable recommendation – mirrored boards

Not recommended – merge into single entity

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Current Governance Structure

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Jewish Senior Life

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Proposed Revised Governance Structure

Jewish Senior Life Board of Directors

Audit & Compliance Committee

Ambassadors Council

Jewish Home of Rochester

Strategic Planning Subcommittee

Jewish Home Foundation

Governance Committee

Executive Committee Finance CommitteeResident Care &

Quality Assurance Committee

The Summit Senior Housing, Inc.

Wolk Manor Enriched Housing, Inc.

JSL Community Services, Inc.

Pensions Subcommittee

Compensation Subcommittee

Investments Subcommittee

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GUIDANCE FOR IMPLEMENTATION

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Guidance for Implementation

Jewish Senior Life has too many committees (standing-in the Bylaws, permanent-not in the Bylaws, and Ad Hoc) The current array of committees distracts management and board time from operations. Many of the committees are duplicated further exacerbating the problem.

The following committees should become the new standing committees of the board. Ad hoc committees should be used sparingly and only when a standing committee is unable to handle the task/issue. Each should have a clear charge or “charter,” and an explicitannual work plan and meeting calendar.

Audit & Compliance Committee –Membership should consist of independent board members only. The CEO is an ex officio member without vote.

Resident Care & Quality Assurance Committee – Includes customer service and clinical quality.

Executive Committee – If the board size is reduced and the use of the board time is changed, this committee would only meet in case of any real emergency type situations that require board action. It will also take the lead with strategic planning. Only independent directors should serve on this committee. The CEO is an ex officio member with vote.

Jewish Senior Life Committee Structure

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Compensation Subcommittee (of the Executive committee) – No change, except to make sure that only independent members serve on the subcommittee. The CEO is an ex officio member without vote.

Finance with Investment Subcommittee - No change, except to make sure that only independent members serve on the subcommittee. The CEO is an ex officio member with vote.

Governance Committee – Expand responsibilities to include full array of governance committee functions, i.e., many of the functions previously assumed by theExecutive, Nominating and Bylaws Committees

Thus Jewish Senior Life board would end up with five standing committees and four subcommittees. Many committees would be eliminated due to the fact that the work of these committees should be part of management’s function (with routine reporting to the board) or because there are other “governing mechanisms” in place to deal with the matters that the committees are addressing.

Jewish Senior Life Committee Structure



Introduce Best Practices

Committee Charters

Board Evaluation/Director Evaluation

CEO Evaluation

Board Chair Evaluation

Annual Review of Bylaws

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Chair and Director Position Descriptions

Board and Committee Appointments

Board Officer Appointments

Board Succession Planning

CEO/Management Succession Planning

Board Orientation Manual

Governance Committee Role and Responsibilities

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7 Strategies for Enhanced Governance Model at Jewish Senior Life

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1Align Governance to

Strategy

2Better Use of Board Member Talent

3Better Use of Board

Member Time

4Better Use of

Manager Talent & Time

5Improve

Community Leader Engagement

6Streamline Structure

7Celebrate Retiring Board Members

7 Key Governance Goals/Strategies

Implementing these strategies may require that we:

Reduce number of boards

Reduce committees

Reduce size of board and board committees

Reduce meetings

Reduce hours

Enhanced reliance on “Board Portal” to disseminate governance information



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1. Implement strategies for streamlined board structure aligned with JSL business strategy.

2. Establish JSL “Ambassadors Council.”

Meets twice a year, once in the spring and once in the fall

Strategy review: focus our community needs and priorities, review and comment on past years performance; offer insights into future strategic challenges and opportunities

Receive “Quarterly Governance Insights” reports

Other communications/benefits as deemed appropriate

3. Consider “Strategic Alliances” with community, civic and business organizations throughout the Western New York area.

4. As necessary, strengthen board member engagement in political advocacy via updated relational “Board Influence” data base of board member talents and influence contacts.

1 2 3 4 5 6 7Align Governance

to StrategyBetter Use of Board Member Talent

Better Use of Board Member Time

Better Use of Manager Talent &

Time

ImproveCommunity

Leader Engagement

Streamline Structure

Celebrate Retiring Board Members

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Jewish Senior Life Board of Directors

19 – 25 community leaders with demonstrated competencies needed to shape and guide JSL strategy developments and execution by management

Board has full fiduciary roles and responsibilitiesBoard conducts its work in a series of standing committeesExecutive Committee meets only as needed and leads strategic planning for Jewish Senior Life; subcommittee serves as the Compensation Committee

1 2 3 4 5 6 7Align Governance




Time

Improve Community Leader

Engagement

Streamline Structure




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Create an Ambassador's Council for honorary alumni, including Past Chairs and Governors with profiles on the “Board Portal”

Ambassador’s Council is especially designed for those directors whoretire from any JSL boards. It meets twice a year in the spring and fall.

1 2 3 4 5 7Align Governance




Time

Improve Community Leader

Engagement


6Streamline Structure

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Jewish Senior Life Governance Enhancement Strategies 2012 - 2013

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Incorporating all of these changes will not be easy! The wide range of viewpoints on what needs to be done to enhance JSL governance structure and process makes it difficult to define the perfect model that might be embraced by the majority of key stakeholders throughout Jewish Senior Life. The current lack of a clear, well articulated and understood plan further complicates finding the best governance model to serve your needs.

The new Jewish Senior Life governance model must:

Reduce the amount and improve the value of time that management and board members spend on enterprise-wide governance

Ensure that more time is available for the parent board to more meaningfully engage in strategic direction setting reviews and dialogue about the system’s plans and performance

Facilitate Jewish Senior Life to function more like a truly aligned/integrated organization



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Guidance for implementation of the new Jewish Senior Life Governance Model

There are a number of “Important Basics” that Jewish Senior Life should implement that will make the entire governance process produce more value. OVERSIGHT FOR THE IMPLEMENTATION of these important changes will be provided by the GOVERNANCE COMMITTEE. RESTRUCTURING the board WITHOUT THESE CHANGES will have ONLY A MARGINAL effect on improving Jewish Senior Life governance.

Create clear charters for all standing committees which tell Jewish Senior Life directors at a glance which committee is responsible for what.

Establish an “Ambassadors Council” for past chairs and governors who are invited to stay close to Jewish Senior Life by periodic multi‐media reports, opinion polling, and an annual meeting/dinner held in conjunction with the Jewish Senior Life Fall Meeting. This provides a means to reassign board members that may be ready for reduced but useful role in JSL governance.

The Ambassador’s Council holds a “spring review” similar to the Fall Meeting that is focused on past performance, discuss environmental scan of trends, provide education on topics of interests to seniors.

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Guidance for implementation of the new Jewish Senior Life Governance Model (Cont’d):

Reduce the size of the JSL board and redeploy people to serve on the Ambassador’s Council and/or standing committees.

Revise the JSL board committee structure with an eye toward reducing the number of committees and meetings. Ensure that each board committee has a clear charter and annual goals for its work that are related to major strategic issues that JSL is addressing.

Maximum time is spent focusing on engaging the board in discussions and decision making on critical strategic issues. Continue to employ the consent agenda technique to make more time available for strategy discussions and/or board education.

Conduct “executive sessions” at all board and committee meetings.

Develop an updated, comprehensive board policy manual that houses all of the key board policies, committee charters, board member position descriptions, chair position description, board evaluation/self evaluation, CEO evaluation, chair evaluation, committee evaluations, etc., etc.



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Create an “expectations agreement” for board members that is shared at the time of recruitment and used as part of the annual board self‐evaluation process.

Develop JSL board selection criteria and utilize when recruiting and reappointing members.

Streamline the amount and format of the information distributed to board members prior to meetings, using “dashboard” type graphic reports or balanced scorecard (if management favors this approach). Create a “boards eyes only” intranet with password for information sharing, education, and two‐way communications purposes.

Set attendance requirements for board and committee meetings and report the results annually to the full board.

Where possible, reduce the number of management staff who attend board and committee meetings. Management should attend meetings on an as‐needed basis and/or by invitation from the board or committee.

Consider changing the time of day the JSL board meets.

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Create and implement a JSL board annual education plan that identifies subject matter tied to strategic issues

Implement a structured process for articulating and implementing the kind of JSLboard/management culture that is desired, with intense focus on trust, accountability, and group dynamics

Emphasize that performance expectations will be raised and that the JSL board will play a clear, value‐adding, meaningful role in assisting Jewish Senior Life in accomplishing its mission and long‐range vision

Following this guidance and implementing and embracing these best practices, will help enhance the Jewish Senior Life board process, board engagement, and a more effective use of board member time and talents


QUESTIONS AND DISCUSSION

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A New Governance Model: The Jewish Senior Life Experience New... · Catalysts and Challenges...

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