Ethics And Trusteeship for Health Care - The Hastings Center

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B RUCE J ENNINGS B RADFORD H. GRAY V IRGINIA A. S HARPE L INDA WEISS AND A LAN R. F LEISCHMAN HASTINGS CENTER REPORT SPECIAL SUPPLEMENT July-August 2002 ETHICS AND TRUSTEESHIP FOR HEALTH CARE Hospital Board Service in Turbulent Times

Transcript of Ethics And Trusteeship for Health Care - The Hastings Center

BRUCE JENNINGS

BRADFORD H. GRAY

VIRGINIA A. SHARPE

LINDA WEISS

AND ALAN R. FLEISCHMAN

HASTINGS CENTER REPORTSPECIAL SUPPLEMENT

July-August 2002

ETHICS AND

TRUSTEESHIP

FOR HEALTH CARE

Hospital Board Service in Turbulent Times

Hospitals are complex and imposing institutions. They arevital to the communities they serve and to society as awhole. They are places of joy and sorrow, rescue and loss,recovery and death. They command enormous capital in-vestment, expensive high technology, and often the largestpayrolls of any organization in their community. They aremonuments to governmental and philanthropic largess.Most are now integrated health systems offering multiplehealth services and countless activities under the headingsof counseling, education, health promotion, and commu-nity service. They employ and support the practice of someof the most highly trained, intelligent, and capable profes-sionals in the nation; their hallways are thick with titles,academic honors, and advanced degrees.

Over half of the nation’s hospitals today are not-for-profit organizations, traditionally called “voluntary” be-cause, while they are managed by specialized professionals,they are governed and supported by volunteers—philan-thropists, community leaders, business people, clergy, andothers with a civic orientation of service. These are not-for-profit hospital trustees, men and women who serve with-out pay and who are entrusted with the oversight, mission,and strategic operations of these expensive and vital insti-tutions.1

It is important to all of us that not-for-profit hospitalsbe governed well and trustees do their job well. Hospitalsdeal with the most fundamental matters of human well-being; their services are not just another commodity in themarketplace. By providing health care services of high qual-ity, a hospital is an important community resource. Thosewho run not-for-profit organizations owe a fiduciary dutyto the founders, benefactors, and donors who support theinstitution with an expectation that their money will beused in certain ways and for certain purposes. Not-for-profit hospitals also enjoy tax exempt status in return forfulfilling certain public purposes, and thus those who gov-ern these institutions have a responsibility to all citizensand taxpayers to ensure that these public purposes are real-ized. There is much with which trustees have been entrust-ed. These public and private fiduciary promises, implicit ineach trustee’s acceptance of appointment to the board, laythe foundation for a set of more specific ethical and legalduties that not-for-profit hospital trustees assume.

Table of ContentsThe Hospital Trustee Today • S6

The Ethics of Hospital Trusteeship • S13 Trustee Ethics in Practice • S16

Hard Choices • S20 Carrying on with the Conversation • S22

References • S23

An Overview of the Project • S8A Model Workshop on Ethical Issues in • S25

Not-for-Profit Hospital Trusteeship Task Force Members • S27

Bruce JJennings • Senior Research ScholarThe Hastings Center

Bradford HH. GGray • Director Division of Health and Science Policy The New York Academy of Medicine

Virginia AA. SSharpe • Associate The Hastings Center

Linda WWeiss • Senior Program Officer Division of Health and Science Policy The New York Academy of Medicine

Alan RR. FFleischman • Senior Vice PresidentThe New York Academy of Medicine

Bruce Jennings, Bradford H. Gray, Virginia A. Sharpe, Linda Weiss, and AlanR. Fleischman, “Ethics and Trusteeship for Health Care: Hospital Board Ser-vice in Turbulent Times,” Hastings Center Report Special Supplement 32, no. 4(2002): S1-S28.

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On the cover: Hospital Lobby, Tulane University Hospital, by May H. Lesser,

©1989 Tulane University Medical Center

This report is a discussion of theroles and responsibilities of thosewho serve on not-for-profit hospitalboards. It is about the ethics of beinga trustee.2 It is about how ethics canbe used to assist, facilitate, and en-able already virtuous people to makehard choices. It is not about one rightanswer but about striving to do theright thing for the right reasons.

In a legal sense, not-for-profittrustees are not as highly regulated oras accountable as the directors of for-profit corporations, who are formallyaccountable to the shareholders whoelect them. State attorneys generaloversee the conduct of not-for-profittrustees, and they rarely use their reg-ulatory power to interfere with boardactions, except in cases of the mostblatant misconduct and abuse oftrust.3 The law trusts trustees andprovides a set of general guidelinesfor conscientious service. The legalobligations of hospital trustees can besummarized as a duty of care, a dutyof obedience, and a duty of loyalty.4

The trustee must attend meetingsand become informed enough tomake reasonable, prudent decisions.A trustee must adhere to the missionof the hospital. A trustee must pursuethe best interest of the hospital andnot misuse his or her position to ad-vance personal interests. The trusteemust avoid conflicts of interest, en-gage in open decisionmaking, andact with an independent mind and ina fiduciary spirit.

This emphasis in the law of trustsand trusteeship on personal, consci-entious goodwill and ethical motiva-tion comports well with the perspec-tive of ethics. Together, legal and eth-ical traditions provide guidance andhigh expectations for trustees.Trustees must face many dilemmasand hard decisions in the governanceof a hospital. Yet they do not facethose tough choices without a tradi-tion of values and purposes to guidethem. The ethical heritage of hospitaltrusteeship is an anchor in troubledwaters.

Turbulent times are not new forhospitals. The history of the Ameri-

can hospital is a history of transfor-mation and adjustment to shiftingconditions of science, economics,and social mores.5 Yet in the lasttwenty years, American not-for-prof-it hospitals have been challenged byan unusual convergence of forces.Changes in medical science and prac-tice have changed the way hospitalsare used and function in the healthcare system, with marked trends to-ward shorter lengths of stay. Changesin large-scale public and privatehealth care financing systems, in par-ticular toward prospective paymentarrangements and contractually ne-gotiated prices, have put new pres-sures for efficiency and cost-contain-ment on many hospitals, and placedthem in a more competitive environ-ment than before.6 Managed caresystems have put hospitals into newrelationships with physicians. Finally,the presence of for-profit hospitalsowned by investor-owned companieshas presented competitive challenges

(and in some cases potential buyers)for not-for-profit hospitals.7

Each of these factors, and others,calls for new ways of thinking andmanaging among hospital executivesand for new perspectives and talentsamong trustees. This changing envi-ronment manifests itself differentlyin different regions, states, and com-munities. Overall, the developmentsof the past twenty years have madethe job of trustee ethically harder.The legal duties of care, obedience,and loyalty provide only the begin-nings of a framework with which toanalyze the trustee’s ethical responsi-bilities. Consider the following sce-narios, which are derived from ourinterviews with trustees:

� To sell or not to sell?Mergers involving major competinghospitals led the trustees of Metro-politan Hospital to hire a consultantto do an environmental scan and ad-vise the board about strategic alterna-

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Cover illustration, Hospital Management, February 1920.

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tives. Although the hospital wasshowing a positive bottom line, thetrustees were worried because the hos-pital’s once middle-class neighbor-hood had changed and the hospitalwas increasingly subsidizing the careof a substantial uninsured populationthrough revenues generated fromother sources, including the hospital’sendowment and some declining char-itable support.

The consultant reported that man-aged care was causing hospitals torapidly reduce prices for a shrinkingpool of insured patients. He believedthat the hospital would face ever-growing losses within the next threeto five years. Mergers with the localnot-for-profit systems were discussed,but none of those systems was inter-ested in expanding into Metropoli-tan’s neighborhood. The consultantbelieved, however, that a for-profitcompany that was seeking entry intotheir market area might purchase thehospital.

After much discussion, the boardconcluded that the dilemma theyfaced was between using their charita-ble assets to provide hospital servicesuntil those assets were exhausted, andselling the hospital and putting the re-sulting funds (along with the hospi-tal’s endowment) into a grant-makingfoundation that could address com-munity needs. They disagreed aboutwhether they could responsibly aban-don their hospital’s historical missionso long as they were capable of pursu-ing it.

� Responding to medical error.A patient died unexpectedly in thehospital after a routine examinationand treatment in the emergencyroom. When her body was removedfrom the treatment room, an emptymedication vial was discovered in thebed, and it was thought that adminis-tration of the wrong medicationmight have contributed to the pa-tient’s death. Post-mortem tests reas-sured the hospital’s medical directorthat this was not the case, and thecounty medical examiner chose not toinvestigate. The hospital’s chief execu-

tive officer presented these facts to theboard and told them of his decisionnot to tell the deceased patient’s fami-ly about the discovery of the emptyvial.

� Allocation of scarce financial resources.The end-of-year financial reportshowed that the hospital had lostmoney for the first time in anyone’smemory, and the board asked theCEO for an explanation and a plan ofaction. She was made to understandthat her job was on the line.

In her report at the next meeting,she reported that reducing costs wasmore feasible than increasing revenue,since the hospital’s occupancy was de-clining. The most reasonable cost-re-ducing alternatives were all unappeal-ing—to defer maintenance on thebuilding, to reduce patient carestaffing levels (perhaps jeopardizingquality and creating labor relationsproblems), or to close some outpa-tient clinics that were losing a lot ofmoney because they were the mainsource of care for the community’suninsured population.

She recommended closing theclinics, since the benefits of doing sowould be felt throughout the institu-tion, just as would the costs of keep-ing them open. The board arguedabout whether the care provided atthose clinics was an essential part ofthe hospital’s mission or whether itwas an activity that they could nolonger afford.

� Serving a changing community.Eastlake Hospital is located in a sub-urban community that over the lasttwenty years shifted from middle-in-come white to working class African-American. The hospital, with a self-perpetuating board that served with-out term limits, never added newmembers in response to the shift inthe population and ignored thechanging needs of its surroundingcommunity, whose members increas-ingly used hospitals in adjacent sub-urbs.

After a financial crisis that elicitedintervention from the state, a newCEO was brought in to revive thehospital by improving relations withand service to the community and bystrengthening the medical staff. Hebegan by recommending diversifyingthe board and enticing new physi-cians to the staff. The doctors whocould be attracted, however, were notnecessarily of high quality, and at-tracting them proved to be expensive,particularly for a financially distressedhospital that was laying off low-in-come employees and was already un-able to provide programs and servicesthat the board saw as necessary. Ex-pending resources to attract marginaldoctors while laying off conscientiousemployees struck some trustees as adubious tradeoff, but they found al-ternatives in short supply.

� Closing a facility.Hillview Medical Center is the prod-uct of a hospital merger that was in-tended to ameliorate the financial dif-ficulties of two hospitals but insteadexacerbated them. Five years after themerger took place, the medical centerwas losing millions of dollars eachyear. Hillview’s uptown facility was lo-cated in a low-income community,with no other acute care hospitalsnearby. The physical plant was anti-quated and inefficient and needed sig-nificant capital investments to stayfully functioning. Financially, thesoundest option was to close the up-town campus. Some trustees saw thisas a betrayal of the institution’s com-munity service mission, and commu-nity members advocated strongly forkeeping the facility open. Sometrustees felt they should be responsiveto community wishes and needs,while others felt that keeping the up-town facility open would jeopardizethe survival of the institution as awhole.

� Conversion from not-for-profit tofor-profit status.Valley Hospital had a long history as acommunity hospital, but health sys-tem change combined with debt from

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a major renovation a decade ago leftthe hospital in increasingly bad finan-cial condition. The practices of manyof its physicians had been purchasedby a not-for-profit health systembased in the nearby city, and the re-maining doctors competed vigorous-ly with doctors in adjacent towns thathad their own hospitals. With a crisislooming regarding interest paymentson the debt, and after meeting withseveral consultants, the board con-cluded that the hospital’s existence asan independent institution wouldhave to end. After soliciting and eval-uating a handful of offers regardingmerger and purchase, the board nar-rowed its options to two: to mergewith a neighboring not-for-profithospital or to sell to a national in-vestor-owned hospital company, cre-ating a grant-making foundationwith the proceeds.

From a financial point of view, thesale option was preferable, and it wasbelieved that the size of the invest-ment would ensure the purchaser’scommitment to maintaining the hos-pital and keeping it open. The med-ical staff and hospital employees alsoendorsed the sale option, mistrustingthe neighboring hospital (and its doc-tors) and fearing that they wouldclose Valley down if given thechance—a fear shared by manytrustees. At a public meeting, howev-er, the most vocal community mem-bers spoke strongly against the for-profit sale, and some trustees felt thatthe board should respect the commu-nity’s preferences.

�����

Why bring an ethical perspectiveto bear on the conduct of

trustees? To be entrusted with thegovernance authority of a modernhospital is to be placed in a positionof significant power and responsibili-ty. The study of ethics has to do withhow such power should be used, howhuman beings should live togetherfor mutual assistance and mutual ad-vantage, and the boundaries peopleshould not transgress in their rela-

tionships with one another. Ethicsprovides standards and rules for con-duct; it interprets and clarifies funda-mental values, virtues, and principlesthat have proven themselves over thecenturies to be reasonable and benefi-cial to humankind.

This is generally how philosophersview ethics. In ordinary usage, theterms “ethics” and “ethical issue”often carry negative connotations.They conjure up images of scandal,abuse of power and office, miscon-duct, and the like. But scandal andwrongdoing are not the topics withwhich to begin a productive conver-sation about hospital trustee ethics.We want to promote ethical analysisof the world of trustees because webelieve it is encouraging and helpful

to trustees, not threatening. Fromtime to time, scandals do occur andmust be dealt with in not-for-profitinstitutions and hospitals, but theyare not what we address in this re-port.

Ethics is the study of how to makehard choices in the face of conflictingvalues. It offers a rational approach tomaking better judgments and solvingreal problems. Ethical arguments aregrounded in principles, contracts, orforeseeable consequences. Principlesare rules that guide actions; contractsare promises of future actions; andconsequences are the risks and bene-fits that may be arrayed to guide ac-tions in order to result in the mostbenefit and the least harm. Whenmaking an ethical argument about a

course of action, the decisionmaker ischallenged to articulate more thanjust a visceral feeling or a simple fi-nancial analysis. The decision mustbe supported with clear and cogentarguments consistent with institu-tional and personal goals and values.

To focus on trustees as individualsis to identify only one side of the sub-ject of trustee ethics. The most im-portant decisions that trustees makeare not made alone, but collectively,by boards of trustees acting in a cor-porate capacity. Trustee ethics there-fore requires attention both to indi-viduals who occupy the role and dis-charge the responsibilities of that roleand to the way these individuals op-erate collectively as governing boards.Properly organized and functioning,

a board can enable trustees togetherto accomplish things that no onetrustee acting alone could hope to ac-complish, and that no mere collec-tion of individuals, if they were notproperly organized, could accom-plish.

It follows that paying attention tohow boards are organized and func-tion, and how trustees make collec-tive decisions, is of the utmost impor-tance. If hospital governance is to ful-fill high standards of ethical conductand to honor the trust that has beenplaced in it, then it is not enough toappeal to the ethical standards andconscience of individual trusteesalone. For even conscientious indi-viduals may find it difficult or impos-sible to perform well in an unsup-

In ordinary usage, the terms “ethics” and “ethical issue”

conjure up images of scandal, abuse of power, and the like.

But scandal and wrongdoing are not the topics with which

to begin a productive conversation about hospital trustee

ethics. We want to promote ethical analysis of the world of

trustees because we believe it is encouraging and helpful

to trustees, not threatening.

portive environment. It is also neces-sary to examine how boards shouldfunction so that individual trusteescan be and do what they should.

Although trusteeship is not strictlyspeaking a profession—indeed, it isone of the most significant bastionsof civic volunteerism and amateurismremaining in our highly specializedsociety—the ethics of the hospitaltrustee has an affinity in many im-portant ways with the ethics of pro-fessionals’ roles. A “role” is a set ofnorms, social expectations, and valuesas well as a set of particular skills,functions, and competencies.

We analyze how trustees ought toact, without losing sight of the actualconstraints and circumstances that af-fect their actions in the real world.Our aim is to be prescriptive, butonly at a level of generality that iscompatible with the actual varietyand diversity of boards, hospitals,communities, and cases. There is nosingle best way to govern a hospital,and there is no single right way to bea trustee. For this reason we havechosen to speak at length about gen-eral principles, and less about specificduties or specific actions trusteesought to perform. Principles are likelarge area maps. They tell you the di-rection you must go to reach yourdestination, but they do not show allthe roads you might follow. Severalpaths could lead to where principlestell you to go. So it is with our dis-cussion here. We aim to challengetrustees with a high ethical standard,

but we do not—and could not—dic-tate exactly how they must act tomeet that standard.

A study of trustee ethics shouldstart by examining the power and au-thority of trustees. In general, specialpower entails special moral responsi-bilities, and this is no less true fortrustees than for other professions,occupations, or significant socialroles. Conversely, if the powers andauthority of trustees are ambiguous,shifting, and inconsistently applied,that can be a recipe for irresponsibleconduct and a lack of ethical ac-countability.

Through the work of our projecttask force, staff research, and our in-terview study with trustees and hos-pital executives, we have sought firstto define and specify the interests andneeds served by the trustee in a not-for-profit institution and to explainthe nature of the power, authority,and expertise invested in the trusteerole. This includes an appreciation ofthe human as well as the financial in-terests involved, the special moral sig-nificance of health care services, andthe special social functions and im-portance of not-for-profit organiza-tions in health care.

Second, reasoning from the powerand interests inherent in trusteeship,we have formulated ethical principlesthat should (and often implicitly do)govern the conduct of those individu-als who occupy that role. These pre-scriptive principles can be comparedwith the responsibilities that are asso-

ciated with the trustee’s role by law,custom, and tradition. We havefound that our recommended princi-ples are very similar in substance tothose already widely accepted in thetrustee world, although the terminol-ogy we use may be unfamiliar, andthe way we apply these principles inpractice may offer new food forthought to many in the field.

Third, in light of these generalprinciples, we turned our attention topractice and sought to offer morespecific guidance and commentaryabout the actions of trustees in sever-al different kinds of situations, andabout the internal workings of theboard and governance system in thehospital. If the board’s systems andprocesses are working poorly, individ-ual trustees will find it hard to be re-sponsible and effective.

Armed with a sense of the trustee’spower and the interests that are atstake, it is possible to construct aframework of ethical principles thatflow from the role, the functions, andthe cultural expectations that definethe trustee in our society.

In the past, trustee ethics havebeen largely tacit. But these tacit un-derstandings are being unraveled bythe current health care marketplaceand cannot be taken for granted. In-sofar as this trend cannot be simplyreversed, it is all the more necessaryto re-establish and revivify a sense ofethical mission and obligation forhospital trustees on an explicit ethicalfooting.

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THE HOSPITAL TRUSTEE TODAY

Private, not-for-profit organiza-tions are the predominant form

through which hospital services havebeen provided in the United States.Deeply embedded in the geographicand cultural community, and withhistorical roots in religious and otherphilanthropic institutions, not-for-profit hospitals seek to promote socialwelfare and public good through civicbetterment and long-term commit-

ment to the community. Throughthese institutions, society attempts tomeet the needs of those in the com-munity and in special populationswho are unlikely to receive effectivecare through for-profit health care de-livery.8

In recent decades, the economicvalues of the marketplace have be-come increasingly prominent in thehospital industry and the minds of

those responsible for decisionmaking.Cost containment and efficiency havebecome more pressing concerns, andhospitals have experienced enormousorganizational change involvingmergers, joint ventures, creation offor-profit subsidiaries, acquisitions,network development, and conver-sion from not-for-profit to for-profitstatus through sales or reorganization.The not-for-profit hospital still pre-

dominates among American hospitalsand will likely continue to play a cen-tral and vital role in the Americanhealth care system for the foreseeablefuture.9 But commentators are askingquestions about what makes not-for-profit hospitals distinctive and aboutthe nature of their community oblig-ations as tax exempt organizations. Asmarket-driven but charitable organi-zations, hospitals face difficult con-flicting pressures that ultimately mustbe faced by their boards.10

Pressures in the Health CareEnvironment

In the past, boards of trustees fo-cused primarily on selecting hospi-

tal executives and on fundraising.Now, trustees of not-for-profit hospi-tals are being asked to make criticaldecisions that relate to their institu-tion’s core values, and sometimes toits very existence. In recent decadesthere have been several developmentsof great importance to the gover-nance structure.

First, investor-owned hospitalcompanies have entered the field,demonstrating that hospitals can berun profitably, bringing new operat-ing styles and methods, and raisingdoubts about the justification of statetax exemptions for not-for-profit en-tities. These companies have also be-come potential purchasers of not-for-profit hospitals. In addition, cost-containment in federal programs andthe rise of managed care on the pri-vate side have introduced pressuresthat threaten the ability of hospitalsto pursue mission-related activitiesthat are subsidized by revenues frompaying patients. Moreover, an over-supply of beds in some areas and re-duced lengths of stay have led to con-cerns about the economic viability ofsome hospitals. Finally, hospitals havebecome the site of many complexmoral choices involving life, death,and health care decisionmaking. (In-terestingly, most of the trustees we in-terviewed did not at first blush viewmedical decisionmaking about life-

sustaining treatment as a governanceor policy issue.)11

These factors suggest that the gov-ernance structures of not-for-profithospitals face several challenges, in-cluding difficult resource allocationdecisions and perhaps even more dif-ficult structural and control deci-sions—concerning mergers, acquisi-tions, closure, sale to other institu-tions (for-profit or not-for-profit), orreorganization to serve a new mis-sion. How well prepared are boardsto deal with such crucial issues? Whattools have they to work with? Boardsare collections of powerful and im-portant people who are generallyhonest and concerned about their in-stitutions. But have they the time toreflect on their duties and responsi-bilities and on the values that oughtto underlie critical decisions? Whatdo trustees think of these questions:

• What are the responsibilities andduties of a not-for-profit hospitaltrustee?

• What values ought to be consid-ered in board deliberations?

• How can trustees address and re-solve conflicts among their duties?

• How can trustees continue topromote the commitment of thenot-for-profit hospital to socialwelfare and public good?

Hospital Trustee SurveyFindings

We explored these matters in in-terviews with ninety-eight

trustees and hospital CEOs abouttheir experiences and perceptions at asample of fifteen hospitals in thegreater New York area and six hospi-tals elsewhere that had consideredsale or conversion to a for-profit.12

When asked to describe trustees’responsibilities at their institution,our respondents provided a varied listregarding oversight, policymaking,board-CEO relations, and mission.The most common responses per-tained to financial oversight, meetingcommunity needs, assuring quality ofcare, selecting and monitoring theperformance of the CEO, assuringadherence to mission, policymaking,and, more rarely, fundraising and ad-vocacy for the institution. Almost notrustees used the language of ethics todescribe their responsibilities, al-though ethical issues were implicit inmany of their responses—particularlythose pertaining to mission and com-munity needs.

Ethical issues were closer to thesurface when we asked trustees toidentify the major issues that had en-gaged their board over the previousyear and to describe the considera-tions that had been involved. The is-sues fell into eight broad categories,presented here in order of frequency.The categories inevitably overlap tosome extent.

Institutional autonomy. Most ofthe boards at our sample of hospitalshad dealt with questions regarding amerger affiliation with, or a sale to,another hospital or hospital system.Many different arrangements hadbeen considered. In virtually everycase, however, we were told about ef-forts either to assure the hospital’s

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In virtually every case, we were told about efforts either to

assure the hospital’s continued presence in the

community, the continuation of key aspects of the

hospital’s mission, or the continuation of the board’s voice

after the transaction was completed.

continued presence in the communi-ty, the continuation of key aspects ofthe hospital’s mission, or the continu-ation of the board’s voice after thetransaction was completed. Virtuallyno one described his or her board’sprimary goal in revenue maximizingterms.

Financial issues. Financial issueswere prominent considerations forour conversion sample, and for a ma-jority of institutions in the New Yorkarea sample, financial issues had beenamong the two most important inthe previous year. In virtually everycase, the key problem was the need toreduce costs. Our respondents almostalways identified tradeoffs that theboard had been reluctant to make—laying off staff in their low-incomeneighborhood, “becoming the K-

Mart of health care,” reducing quali-ty, closing a clinic on which poorpeople depended. As one chair put it,whereas a business can “look at thebottom line of every department andsay ‘Get rid of everything that losesmoney,’ we have to remind ourselvesthat we have a mission, a Catholicmission, that has to be fulfilled.”

Positioning the hospital. In addi-tion to issues involved with mergersand sales, almost half of the NewYork area sample mentioned thattheir board had dealt with funda-mental issues regarding how the hos-pital should respond to turbulence inthe health system. Issues mentionedwere mostly described in rather gen-eral terms: “getting our hands aroundmanaged care,” responding to com-petition from the networks of “big

city hospitals,” “becoming a signifi-cant provider in the Northeast U.S.,”shifting toward ambulatory care, be-coming more flexible and responsiveto health system change.

Facility enhancement. For manyinstitutions—more than one third ofthe New York sample—questionsabout enhancing or altering facilitieshad been major board issues in theprevious year. These issues were al-most always presented in terms of en-hancing quality, meeting unmetneeds, and finding the needed capi-tal. The decisions could be very diffi-cult. A trustee at a financially strug-gling institution described the op-tions underlying the board’s decisionto spend $3 million on MRI equip-ment. The expense “would probablybankrupt the hospital, but not buy-

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Taking trustee ethics seri-ously does not require that

all trustees always agree.There is room within thescope of conscientious, ethi-cal board service for a broadrange of disagreement over

many financial, institutional, and public policy issuesthat affect hospital operations today. Nonetheless, pre-cisely because of the conflicting forces that buffettrustees, many are seeking to give their debates and pol-icy disputes some ethical context and perspective.

It was with this goal in mind that The Hastings Cen-ter and The New York Academy of Medicine began in1997 a two-year research project on the ethical responsi-bilities of not-for-profit hospital trustees. The projectwas supported by the Greenwall Foundation.

Our research was built around two activities. We con-ducted a series of lengthy in-person interviews withninety-eight trustees and chief executive officers from fif-teen not-for-profit hospitals of different sizes and typeslocated in the greater New York metropolitan area. Wealso convened a project task force chaired by Dr.William Hubbard, former dean of the University ofMichigan School of Medicine and former chief executiveofficer of Upjohn, and comprised of hospital trustees,executives, physicians, philosophers, social scientists, and

representatives of leading professional associations repre-senting hospitals and hospital leadership.

The task force met six times over two years to discussand debate the current state of hospital governance, thepressures that not-for-profit hospital trustees face, andthe hard choices they must often make. The task forcealso considered the values, cultural expectations, and his-torical traditions that inform the trustee role as back-ground for developing a typology of ethical issues inhospital trusteeship and a set of principles and norms toaddress them.

In September 1999 a final public meeting, attendedby trustees and other interested persons from hospitals inthe New York metropolitan area, was held at the NewYork Academy of Medicine. The work of the Task Forcewas presented at that conference and a model education-al workshop designed for trustees was tested on a pilotbasis.

The report presented in these pages grows out of theproject’s work. It draws on the findings of the interviewstudy and the deliberations of the task force, togetherwith other research conducted by project staff. While thearguments made and the views expressed in this paperare those of the authors, we have tried to adhere to whatwe understood to be the recommendations, conclusions,and thinking of the members of the task force. Theirlively debate and broad-ranging expertise and experiencecreated a stimulating setting that generated not only thisreport, but also a collection of commissioned papers thatwere presented to the task force and will be publishedduring the coming year.

AnOverviewof theProject

ing it would certainly bankrupt thehospital, because doctors would notwant to work here. So, we are buyingit.”

Physician relations. Managing thehospital’s relationships with physi-cians is another common problemwith which trustees must grapple. Is-sues include responding to physician-related quality problems, decidingwhether requested investmentswould benefit primarily the doctors,making tradeoffs between expendi-tures and the risk that doctors wouldtake patients elsewhere, and arguingabout fairness in hospital-physicianjoint ventures.

Managerial issues. Issues men-tioned here included strengtheningthe management team, improvingthe board itself, and keeping the hos-

pital functioning during a labor dis-pute.

Quality of services. A handful ofinterview respondents mentionedquality as a major issue of the previ-ous year, either in vague terms(“monitoring quality”) or concretely(using an accreditation visit to im-prove quality, seeking ways to im-prove patient satisfaction, or gettingthe board more meaningfully in-volved with quality, for example).

Community role. Issues men-tioned here included decidingwhether and how to help a neighbor-ing hospital that was in trouble andconsidering “how to bring togetherall the diverse interests—doctors,communities, and the board—towork together” to meet communityneeds.

Trustees’ Views on EthicalIssues

Although there are clearly con-flicting value dimensions in-

volved in many issues with whichtrustees are dealing, few trustees thatwe interviewed think of themselves asbeing engaged in ethical decision-making. Indeed, when asked early inour interviews whether their boardhad dealt in the past year or so withany matters that they think of as eth-ical issues, their typical initial re-sponse was a very long pause. Re-sponses thereafter ranged from ahandful of comments that the boardhad encountered no ethical issues to ahandful that every board decisionhad an ethical component. Sometrustees assumed that we were talking

S9SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

Our goal in this report is to show that the decisionsmade by hospital trustees and the actions of hospitalboards raise important ethical issues and that the ethicaldimensions of trustee service should be more explicitlyrecognized and discussed. We hope to provoke and tocontribute to such a discussion and to facilitate an ongo-ing interest in the topic of trustee ethics, both within thetrustee community and in the broader discussion ofmedicine and health care in our society today. We aim inparticular to clarify the ethical concepts and principlespertinent to the activities of both individual trustees andboards.

These concepts and principles do not arise in a his-torical or cultural vacuum; the “practice” of trusteeshiphas a history and a tradition. It has a social meaning andnormative rules. It can be done well or badly, responsiblyor irresponsibly, beneficially or harmfully, conscientious-ly or carelessly. Being a hospital trustee is a voluntary ser-vice with heavy demands, and persons who give of theirtime and talents in this service should be esteemed. It isalso a service that should never be undertaken lightly orin a pro forma manner. Organizations, including hospi-tals, sometimes find it difficult to recruit qualified candi-dates to serve on their boards. But the importance andresponsibilities of this role should never be underesti-mated.

Some may worry that raising trustees’ awareness ethi-cal issues will lead them to seek more influence in thegovernance of their organizations at the expense of man-agement. Again, the ethical perspective we offer does notstipulate any particular style or arrangement in the gov-ernance and management of hospitals. There is a spec-

trum of different working arrangements that permitboard members and executives to fulfill their functionsresponsibly and to discharge the ethical obligations oftheir respective roles. The vision of ethics we offer herecalls for a thoughtful, well-informed trustee, one who isnot intrusive or overbearing in dealing with manage-ment, but who works as an effective partner with man-agement and strives to exercise the board’s responsibili-ties effectively and with sound reasoning and judgment.Careful discussion of ethics among trustees can assist inthat regard, and in this way will also be beneficial to hos-pital management.

We would like to thank Dr. Hubbard for his steadyhand as chair of the task force and for his invaluable ad-vice and support. We also wish to acknowledge grateful-ly the support and encouragement provided by WilliamStubing and the Greenwall Foundation. Strachan Don-nelley of The Hastings Center had the original idea for acollaboration between Hastings and The New YorkAcademy of Medicine, and Dr. Jeremiah Barondess,president of the Academy, has been very supportive ofthe project.

Many colleagues on the staffs of our respective insti-tutions provided help on the project and in the prepara-tion of this report. We would like to thank from TheHastings Center Ashby Sharpe, co-author of this report,Rita Strobel, Marna Howarth, Chris McKee, MarionLeyds, and Ellen McAvoy; and from the Academy ourco-authors and colleagues, Bradford Gray and LindaWeiss.

—Bruce Jennings and Alan R. FleischmanProject Co-directors

about conflicts of interest amongtrustees, which had been a significantproblem in a few institutions.

Some trustees mentioned patient-related bioethical issues about whichthe board had been briefed, such ashospital policies regarding end of lifedecisions. In mentioning these topics,respondents generally indicated thattheir institution had policies andmechanisms for dealing with bioethi-cal issues, and few indicated that theirinstitution treated bioethical issues inpatient care as one of the board’s di-rect concerns. Catholic hospitals werean exception, particularly if they hadbeen thinking about mergers.

A significant minority of our re-spondents mentioned issues pertain-ing to mission, or tensions betweenmission and business considerations,when asked about whether theirboard had dealt with ethical issues.These issues mostly pertained to fi-nancing money-losing services ormeeting community needs, often inthe context of possible mergers, sales,or affiliations.

Examples of mission-related issuesthat the trustees and CEOs identifiedas “ethical” included:

• deciding whether to stay in thecity or re-locate the hospital,

• deciding whether to invest in ormaintain unprofitable specializedservices to meet communityneeds,

• deciding whether to help a strug-gling health care institution near-by,

• deciding whether to permit twostandards of care—for the rich andpoor—within the hospital,

• ensuring that the hospital doesnot turn away patients in need,

• coping with tensions betweencommitment to the hospital versuscommitment to the community intrying to assure the institution’s fi-nancial soundness,

• trying to represent fairly the hos-pital’s different constituencies(medical staff, employees, and thepopulations of different commu-nities served by the hospital) re-gardless of the trustee’s own bias orconnections,

• deciding whether to close facili-ties that were losing money or inneed of major capital infusions,

• deciding whether to sell the hos-pital to a for-profit purchaser, and

• making resource allocation deci-sions, either in ordinary situationsor regarding the use of proceedsfrom selling the hospital.

Another group of value-laden is-sues identified by respondents in oursurvey were presented solely as busi-ness issues. Examples included:

• the dangers to the institution oftaking on additional debt,

• how the admissions office in arehabilitation facility should han-dle patients who arrive without aproper referral from a physician,

• how to handle downsizing andlayoffs,

• the extent of salary differencesfrom top to bottom of the institu-tion, and

• issues regarding the corporatecompliance program.

A third set of responses pertainedto medical staff issues—a doctor witha drug problem, unspecified “unethi-cal behavior” by a physician, prob-lems with physicians who have losttheir licenses, issues in discipliningand occasionally removing a doctorfrom the staff, misbehavior by “doc-tors” in the performance of theirduty, dealing with a “very con-tentious doctor” who the CEO fearedwould physically attack him, dealingwith a staff member who had en-gaged in fraudulent behavior outside

of the hospital, fraud and abuse con-cerns in contracting arrangements be-tween the hospital and physicians,credentialing and quality issues, andhow physicians handle cases withpoor outcomes.

Clearly a wide variety of issuescome to mind when trustees andCEOs are asked about ethical issueswith which their board has grappled.Most of these issues are quite differ-ent from those that have traditionallyengaged the field of bioethics. Andalthough some are similar to those ofordinary business ethics, many flowfrom hospitals’ responsibilities eitheras patient care organizations or asnot-for-profit organizations.

Issues and Ambiguities in theTrustee Role

In our interviews with trustees andCEOs, several difficult issues sur-

faced regarding different aspects ordimensions of the trustees’ role.Again, our topics overlap to some ex-tent.

Trustees as representatives. Un-like members of political bodies, cor-porate boards, or boards of member-ship organizations, hospital trusteesare generally not elected or responsi-ble to specific constituencies whoelected them. Most of the trustees weinterviewed had been appointed bytheir own board and did not viewthemselves as the representative ofany particular interest. They said ei-ther that they did not see themselvesas serving in a representative capacityat all or that they represented the en-tire community. Some spoke of thetrustee role as mediating among theconflicting interests of the hospital’sdifferent stakeholders—patients,management, doctors, nurses, otheremployees, and the community atlarge.13

We encountered three issues re-garding the “representative” role oftrustees. The first arose when a boarddecided that in recruiting and select-ing new members it should seek toreflect the ethnic composition of thepopulation served by the hospital.

S10 July-August 2002/HASTINGS CENTER REPORT

This raised the question whetherthese new trustees ideally speak forthe population that they “represent.”Several women and minority-grouptrustees whom we interviewed ob-jected to being viewed as “speakingfor” the groups from which they weredrawn, even as some of them ob-served that their own presence on theboard was making it more sensitive tothose very groups.

The second issue arises from theappointment of members of themedical staff to the board. We foundthat such trustees were more likelythan most trustees to view themselves(and to be viewed by other trustees)as speaking for a constituency—inthis case, the medical staff or the pa-tients. This may be appropriate, par-ticularly when the board has beencomposed with an eye to representingand balancing different constituen-cies (as is often true of system boardsmade up of representatives fromcomponent institutions). Researchersreport that inclusion of physicians onhospital boards is increasing. Howev-er, having trustees who represent con-stituencies raises a fundamental ques-tion about whether their first loyaltyshould be to their constituency or tothe hospital and/or its mission.

The third issue arose amongtrustees at a hospital that hadweighed the merits of sale to a for-profit company versus merger with alocal not-for-profit health care sys-tem. In this particular case, afterweighing the alternatives carefully,most trustees concluded that the rela-tive advantages of the sale were clear-ly greater, given the purchaser’s trackrecord elsewhere, its commitment tothe future of the hospital, and a pur-chase price that would allow creationof a local foundation. They fearedthat the local system into which theirassets would be merged in a non-cashtransaction would eventually closethe hospital. Even so, they decided

against the for-profit sale option be-cause there was significant oppositionfrom a community group. This ex-ample raises the question whethertrustees should use their best person-al judgment in making decisions re-garding the institution, or make deci-sions that they believe will be mostacceptable in the community. Thelatter may be appropriate (assumingthat trustees really know what the“community” wants) if trustees aredeemed to be serving in a “represen-tative” capacity. But is that how theyshould be viewed?

The board’s value-mediation role.Unlike for-profit organizations, inwhich the decisions of boards and

S11SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

There is an expectation, established by tradition and as a

condition of federal tax exempt status, that

not-for-profit hospitals engage in “community benefit”

activities—care for the uninsured, involvement in

educational and research activities, assessment of

community needs, and collaborating with other

organizations to address unmet needs.

Walk-in Clinicby May H. Lesser, ©1989 Tulane University Medical Center

managers are legitimately evaluatedprimarily from the perspective of en-hancing the value of stockholders’ in-vestments, the goals of not-for-profitorganizations tend to be ambiguous,their stakeholders multiple, and theirperformance seldom measured solelyor even primarily in terms of whetherthe value of the assets is increasing.Not-for-profit hospital trustees mustnot only mediate among the interestsof multiple stakeholders, but theymust do so knowing that an analysisof the economic effects of the deci-sion does not necessarily provide thecriteria by which to choose among al-ternative strategic decisions. The not-for-profit board has the difficult taskof assuring that the organization’spolicies and activities contribute to itsmission, and of finding the necessaryresources with which to pursue thatmission—including aspects of mis-sion that cannot be rendered prof-itably. Moreover, the stakeholderswhose interests the hospital boardmay consider, and who may not bepresent when decisions are made,comprise a lengthy list—patients,physicians, employees, benefactors,purchasers of service, regulators, andpolicymakers. Teaching hospitalshave additional stakeholders and facecommensurately increased complexi-ty. The board may also consider theneeds and interests of the communi-ty, which (unlike other stakeholders)might have no voice except throughthe trustees.

Community benefit. Closely re-lated to these first two topics is theexpectation, established by traditionand as a condition of federal tax ex-empt status, that not-for-profit hos-pitals engage in “community benefit”activities. As analyzed by scholars andpolicymakers, community benefitcan take many forms—care for theuninsured, involvement in educa-tional and research activities, assess-ment of community needs, and col-laborating with other organizationsto address unmet needs. For hospitalslocated in small towns, the meaningof “community” is relatively clear,and trustees have various informal

ways to learn how community mem-bers define their needs. However, forhospitals located in large urban areasand nearby suburbs, the identity ofthe community may be much lessstraightforward, and likewise theways that trustees can come to under-stand the community’s needs.14

The trustees we interviewed hadlittle difficulty in defining the com-munity or the communities served bytheir hospital, although trustees fromlarge urban teaching hospitals some-times indicated that their service areadiffered according to the type of ser-vice in question. However, trustees atonly a handful of institutions indicat-ed that issues pertaining to tax ex-emption had been discussed in theprevious year. One institution haddefined community benefit goals interms of the estimated value of its taxexemption and had prepared a reportto the community on its performancein achieving that goal.

A practical complication regardingthe board’s role in assuring that theirhospital meets community needs isthat boards often contain memberswho do not live in the community.They may work but not live nearby,or, in a city like New York, they mayhave been selected because of theirnational prominence, even thoughthey have little geographic connec-tion to the hospital. In addition, evermore hospitals are governed by healthcare systems that have hospitals inmultiple communities. The boards ofthese systems may include few or nomembers from some communities.Reconciling a hospital’s communityservice obligations with governanceby “outsiders” is a challenge that isbecoming commonplace as hospitalsconsolidate into systems. If place ofresidence or everyday ties no longersuffice, then the value of local com-munity benefit activities must bemade an explicit part of board delib-erations.

Delegation of responsibility. Theboard of trustees is the highest au-thority in a not-for-profit organiza-tion, with power to hire and fire theCEO and legal responsibility for all

aspects of the organization’s activities.Yet boards of trustees are voluntarybodies that meet only periodically, sothere are limits to the matters inwhich boards can take an active role.As a practical matter, boards delegateto management and often to smallexecutive committees.

In questioning trustees and CEOsabout the responsibilities of trusteesat their institution, we found thatthat about a third of the trustees andalmost all of the CEOs definedtrustees’ responsibilities in terms oftheir relationship with management.More respondents defined trustees’responsibilities by relationship tomanagement than by relationship tothe community and its needs, thehospital’s mission, or patients. SuchCEOs and trustees almost alwaystalked about the division of labor be-tween board and management—withthe board depicted as providing over-sight of management, setting outpolicies that management carries out,hiring and firing management, orsupporting or providing a “soundingboard” for management.

However, most respondents indi-cated that important initiatives attheir institution were either devel-oped jointly by management and theboard (or board leadership) or bymanagement itself. As trustees char-acterized their responsibilities, theyappear to be more reactive thanproactive (though we did not usethose terms): trustees are much morelikely to describe their job as over-sight rather than as policymaking.

Many boards also delegate sub-stantial authority to subcommittees.Depending on the board’s traditionsand bylaws, subcommittees—includ-ing executive committees—effective-ly become the decisionmaking bodieseither in specialized areas or, in somecases, for the entire institution.

The common practice of delegat-ing authority reaches ethical limitswhen it no longer serves to reinforceresponsible and competent gover-nance. At its extreme, the practicecan come to exclude some boardmembers, to the point where they are

S12 July-August 2002/HASTINGS CENTER REPORT

Some insight into the nature of atrustee’s ethical responsibilities

comes directly from the precedingdiscussion of the kinds of pressurestrustees are under and the kinds ofdecisions they have to make. Our in-terviews with trustees, CEOs, andother senior managers also indicatethat, in effect, ethical duties oftenweigh significantly in their everydaythinking and action, even though the

term “ethics” itself is not generallyused as a label to describe what thetrustees are experiencing.

It is also possible to think aboutthe ethical responsibilities of hospitaltrustees by inference from the ethicalresponsibilities of the trustee role inany not-for-profit setting. It is impor-tant not to lose sight of the fact thattrustees both inside and outsidehealth care regularly make decisions

that affect the lives and well-being ofa large number of people who are rel-atively powerless, relatively vulnera-ble, and in need of services or assis-tance. Such people have a stake inhospital governance, but no voice init. They have a stake not only becausethe hospital care is a vital communityservice, but also because the hospitalreceived civic support in the form ofits tax exemption.

S13SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

THE ETHICS OF HOSPITAL TRUSTEESHIP

unable to discharge their duties andbecome mere token trustees.

Conflicting responsibilities.Trustees commonly frame their re-sponsibility as making sure that thehospital meets the needs of the com-munity it serves. Phrased this way,there appears to be no tension be-tween the trustee’s responsibilities tothe institution (or its mission) andthe community. Frequently, however,circumstances arise in which thiscomfortable formulation of responsi-bilities does not work. For example,many decisions that may be good forthe community (or segments thereof)may be costly to the institution.

In our survey, some trustees de-fined their responsibilities in terms ofassuring the well-being of the institu-tion, while others focused more onfurthering the institution’s purpose,which was usually defined in terms ofmeeting patients’ or the community’sneeds. Tensions between these per-spectives can arise in ordinary budgetsituations—such as deciding whetherto close the money-losing clinic thatserves a low-income population. Situ-ations in which the institution’s con-tinued economic viability comes intoquestion can throw the tensions be-tween perspectives into particularlyhigh relief. In those cases, institution-al preservation may have to beweighed against the continued avail-ability of services in the community,as when a merger may preserve ser-vices at the cost of institutional iden-tity.

The economic decline of a hospi-tal raises another conflict regardingtrustee responsibilities. If a board be-lieves that it will be unable to assurethe future viability of its hospital,when should it shift its attentionfrom overseeing the hospital to pro-tecting the value of its assets? Trusteeswho had considered the sale of theirinstitutions told us that they hadcome to believe that their institutionwas on a path toward economic ruinbecause of debt, capital needs, andoccupancy problems, and that itwould be worth progressively lesseach year. Trustees who define theirresponsibility as preserving their insti-tution may be less likely to act onsuch a belief—or even to accept thattheir hospital is in such a crisis—thanare trustees who view themselves asresponsible for maintaining or in-creasing the value of the assets withwhich they have been entrusted.

Social versus economic values.Many trustees we interviewed experi-enced a tension between social andeconomic values in decisions regard-ing the hospital. This tension washighlighted in their responses to ourquestion whether their board hadmade any decisions in the past year“that could not be justified in termsof the economic interests of their hos-pital.”

Some trustees seemed to feel thatthey would be confessing to irrespon-sibility if they answered affirmatively.As one trustee said, “We try not to,but it happens.” On the other hand,

some respondents seemed to thinkthat an affirmative answer was cor-rect.

In most institutions, some respon-dents indicated that their board hadnot made any decisions in the previ-ous year that could not be justified interms of the institution’s economicinterests, but other trustees from thesame institutions gave us examples ofjust such decisions. Most examplespertained to decisions to maintain thehospital’s commitment to providinguncompensated care to the unin-sured, decisions to establish or main-tain money-losing services that wereeither used by low-income popula-tions or were necessary (though un-profitable) to maintain the hospital’sexcellence, or decisions to maintainthe commitment to research andtraining.

Finally, several respondents wereambiguous. They indicated that theirboard had made a decision that couldnot be justified in economic terms,but when asked for an example, theyeither could not think of any or theydescribed a decision that they thenjustified in business terms. For exam-ple, one trustee cited the decision tomerge with a money-losing hospital,but then said that while it might ap-pear that this merger was against thehospital’s economic interest, the realpurpose was to strengthen the hospi-tal’s economic position in the longterm.

Moreover, a sense of the ethicalimportance of trusteeship is suggest-ed by the word “trust” itself. Trusteeshave been entrusted with responsibil-ity for a set of assets and a mission.Those assets have been created by pri-vate donation and public action, andtrustees are responsible for seeing thatthose assets are used to serve the pub-lic interest in accord with the organi-zation’s mission. Furthermore,trusteeship is specific: it is always at-tached to a mission and an institutionthat has a history, a moral identity,and a community presence. These el-ements should be respected and fac-tored into any ethically responsibledecisions by trustees.15

Each of the roles and occupationsthat exist in a society can be looked atfrom two complementary points ofview. They can be considered both interms of the social functions they per-form and in terms of the ethical orcultural norms and values they em-body. The ethics of trusteeship is aframework of normative expectationsthat constitute the role of trustee,much as physician ethics sets forth ina systematic way the normative ex-pectations that society invests in itsdoctors, or as professional legal ethicscontains the norms that society holdsfor its lawyers.

Like the professions, trustees areexpected to adhere to ethical stan-dards over and above what is calledfor by ordinary morality, and in re-turn granted significant power andprerogatives. The problem is to orga-nize the normative expectations anddemands placed on trustees into a co-

herent and systematic framework. Weoffer below one such framework, or-ganized around four general princi-ples. The first of these is called “pri-mary” because it lays the foundationfor the other principles, but all fourprinciples are essential in givingtrustees the proper ethical orientationand in doing justice to the ethical sig-nificance of the trustee’s role.

Principles of EthicalTrusteeship

Fidelity to mission. The primaryprinciple of the ethics of trusteeshipcan be stated as follows: Trusteesshould use their authority and best ef-forts justly to promote the mission of the

not-for-profit organization, and to keepthat mission alive by interpreting itsmeaning over time in light of changingcircumstances.

The mission of the organizationgoverned by trustees is central to theethics of the trustee role because it isthe cornerstone of all of the trustee’sother responsibilities. The board ex-ists to direct the organization, but theorganization exists to pursue and ful-fill a mission, a moral and social ob-jective. Without the mission, therewould be no trustee role in the firstplace.

It is important to interpret thisprinciple broadly. Fidelity to missionshould not be interpreted to meanthat the exclusive role of the trustee isto perpetuate the past or to resistchange. The “mission” is not neces-sarily the document that the organi-zation refers to as its “mission state-ment.” The true mission of an insti-

tution is rooted in the past and in thetradition of the institution, but it alsopoints toward the future. A mission isa dynamic thing, an overriding pur-pose that changes with changing en-vironment and circumstances, andtrustees are faithful to it when theyadopt an open-minded orientation. Amission does not interpret itself anymore than it implements itself. It is inneed of ongoing interpretation andreflection, much as is the Declarationof Independence in American politi-cal theory or the Constitution inAmerican law.

Fidelity to mission must also beunderstood so that it is compatiblewith the demands of ordinary moral-ity. Even a narrow mission would notgive a trustee carte blanche to ignoreeither the law or the requirements ofgeneral morality. If one were a trusteeof an organization whose traditionalmission was written in terms thatonce implied racial or religious dis-crimination, then in light of today’smoral norms and laws, the missionshould be reinterpreted in such a waythat such discrimination was neitherimplied nor tolerated. Hospitals, likevirtually all other institutions, used tobe racially segregated in America;trustees apparently once thought thattheir duty to the hospital’s patients(at least its white patients) requiredsegregated wards. But today, fidelityto mission is perfectly compatiblewith—indeed would be seen as re-quiring—racially integrated patientcare settings.

When we apply this primary prin-ciple to the setting of the not-for-profit hospital, three aspects of mis-sion come to the fore and suggestmore specific principles of trusteeethics. The generic mission of thenot-for-profit hospital is comprisedof three objectives: to promote thehealth and well-being of patients, tobe a civic and health resource for thecommunity, and to be a place of re-spectful, well-managed, and compe-tent health care provision. Thus inaddition to the principle of fidelity tomission, trustee ethics in the hospitalincludes three principles of service:

S14 July-August 2002/HASTINGS CENTER REPORT

The generic mission of the not-for-profit hospital is

comprised of three objectives: to promote the health and

well-being of patients, to be a civic and health resource for

the community, and to be a place of respectful,

well-managed, and competent health care provision.

S15SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

service to patients by providing med-ical, nursing, and allied health care;service to community by, amongother things, promoting health; andservice to the hospital through stew-ardship on behalf of that uniquelyvaluable social institution.

Service to patients. Fidelity to thehospital mission calls for trustees toadhere to a principle of service to pa-tients and to their health needs:Trustees should ensure that high qualityhealth care is provided to patients in aneffective and ethically appropriate man-ner.

This principle is a requirement ofdiligent oversight of managementand of the hospital’s performance. Italso calls upon trustees to support thepromotion of health in manifoldways, including by mobilizing re-sources for professional medical,nursing, and allied health services, byparticipating in professional educa-tion and biomedical research, by pro-viding chronic and palliative care,and by sustaining a meaningful anddignified quality of life for patients.

It requires that trustees protectand promote the rights and interestsof patients by maintaining hospitalpolicies and procedures in support ofpatient autonomy, informed consent,respect for privacy and confidentiali-ty, and the like. Trustees should en-sure that hospital practice includesthe patient, and when appropriate thefamily, as a partner in decisionmakingabout health care and medical treat-ment.

This principle enjoins trustees totake steps to ensure that limited hos-pital resources and services are uti-lized efficiently and effectively. Whendifficult distributive decisions mustbe made, they should be handled in ajust and equitable fashion so thatquality of care is not substantiallycompromised and so that the effectsof such decisions do not fall unfairlyor disproportionately on the mostvulnerable or the poorest patients.

Service to the community.Throughout American history, hospi-tals have been understood as civic in-stitutions. They are not only places

where individuals receive care orhigh-quality professional medicine ispracticed; they are also resources ded-icated to improving the public healthand quality of civic life of the com-munity as a whole. The health ser-vices hospitals provide are integralcomponents of a community’s identi-ty and traditions. Trustees do wellwhen they bear that in mind and un-derstand the interconnection betweenwhat goes on inside the hospital andwhat occurs in the community out-side.

The principle of service to thecommunity recognizes this dimen-sion of the trustee’s role and the hos-

pital’s mission: Trustees should governhospital policy and deploy hospital re-sources in ways that enhance the healthand quality of life in the broader com-munity that the hospital serves.

The mission of the hospital can-not be successfully pursued in isola-tion from the nature and quality ofthe surrounding community. Serviceto patients and families neither beginswhen the patient enters the hospitalnor ends when she is discharged.16

This is one area where the scope ofethical responsibility is considerablybroader than that of legal responsibil-ity or liability.

Emergency rescue and acute stabi-lization are only the tips of the ice-berg of health care needs in today’ssociety. Chronic illness and disability,behaviorally related health risks, com-munity mental health services, andthe provision of adequate housing,nutrition, and support systems, bothfamilial and professional, are the keysto serving the needs and rights of pa-tients in the broader context of theirlives. It makes little sense to repeated-ly treat the individual symptoms of

problems that are at root civic andsystemic in nature.

Hospitals alone cannot cure civicor community problems, and intoday’s health economy they aresometimes hard pressed to attendeven to the acute and emergency careresponsibilities. But ethically respon-sible trusteeship requires a willingnessto participate with other civic leadersin the search for broader communityenhancement and civic renewal ef-forts.

A hospital, least of all a not-for-profit hospital, is not simply a busi-ness that sells something to the com-munity out of self-interest. Neither is

a hospital designed to give somethingto the community out of voluntarycharity—even if it is a not-for-profithospital. A hospital may indeedsometimes function like a business,and sometimes it will be called uponto be a charity, but above all it is acivic institution.17 It takes cognizanceof the quality of civic life in thebroader community because its veryessence as an institution is at stake inefforts to promote public health andits participation with other commu-nity institutions in the ongoing taskof civic preservation and renewal.

Institutional stewardship. Judgingby the interviews we conducted withtrustees and CEOs, nearly all trusteeswould agree with the emphasis wehave placed on patient service andservice to the broader community.They might not call these issues mat-ters of “ethics,” but they do acknowl-edge the norm and the sense of re-sponsibility nonetheless. They recog-nize even more readily, however, theirrole in hospital governance and insti-tutional stewardship, responsibilityand leadership.

A hospital may sometimes function like a business, and

sometimes it will be called upon to be a charity, but above

all it is a civic institution. It takes cognizance of the quality

of civic life in the broader community.

The principles of fidelity to mis-sion, service to patients, service

to community, and institutionalstewardship provide only the propergrounding and orientation for indi-vidual trustees and for boards; theyrepresent the first, not the last, step inassessing the ethical quality of specif-ic policies or decisions, by individualtrustees and boards, in particular hos-pitals.

The next step, which leads intothe domain of ethical decisionmakingin practice, requires attention to twobroad topics. The first is the conduct,reasoning, judgment, and motivationof trustees as individuals. The secondis the condition of the “system” or en-vironment within which individualtrustees receive information, make

judgments, come to conclusions, andmake decisions. The system can be aslarge as the hospital, even the com-munity as a whole. But the most im-mediate and important system thataffects ethics in the practice oftrusteeship is the functional organiza-tion of the board itself.19 By this wemean the relationships among thetrustees and with the chair. It also in-cludes the nature of the relationshipbetween the board (and especially thechair) and the CEO, senior hospitaladministration, hospital medicalstaff, nursing staff, and other con-stituencies in the hospital.20 Finally,beyond the boardroom, one mustconsider the relationships betweenthe trustees and important stakehold-ers outside the hospital.

Conflict of Interest

The phrase “ethical issues in hos-pital trusteeship” often calls to

mind problems related to conflicts ofinterest. A conflict of interest canproduce a violation of any or all ofthe ethical principles we have de-scribed.

A conflict of interest arises when atrustee might personally benefit fromhis or her official actions or influenceand when the expectation or pursuitof personal interest can bias decisionsthat are made by the trustee in his orher official capacity. The potential forpersonal gain may influence decision-making indirectly (the trustee mayvote a certain way to win favor with apotential colleague) or the influence

S16 July-August 2002/HASTINGS CENTER REPORT

TRUSTEE ETHICS IN PRACTICE

Hence the principle of institution-al stewardship: Trustees should sustainand enhance the integrity of the hospitalas an institution, as an effective organi-zation for the delivery of high qualityhealth care services, and as a moralcommunity of caregiving.

Trustees are entrusted with thehospital’s mission, but in practicalterms that translates into workingwith the executive management ofthe facility to ensure that it is wellrun, fiscally sound, and professionallycompetent. In short, trustees mustprotect the interests of all parties whorely on the hospital or are significant-ly affected by its activities, in additionto protecting the hospital’s financialassets and its license and accredita-tion.

Each of these duties is vital andethically significant, and they form apart of what is meant by institutionalstewardship. But the principle we for-mulate here is intended to go beyondthese standard and well-recognizedfiduciary obligations and to encom-pass the notion that ethical trustee-ship is responsible for the mainte-nance and flourishing of the hospital’s

ethical integrity as an institution.Trustees are not entrusted simplywith the governance of the hospital asan “asset,” as a property with a certainmarket value. They are also—and noless significantly—entrusted with thecare of the hospital as a vibrant andviable social and cultural system, amoral community comprised ofmany individuals from varied back-grounds with diverse needs, skills,and contributions to make to thewhole.18

Of course, this does not mean thata hospital should never be closed andits monetary value liquidated or con-verted to another socially beneficialuse. Some hospitals have outlivedtheir mission and their usefulness in aparticular community; others,through mismanagement, the depar-ture of key personnel, or lack of re-sources have lost the ability to providean adequate and competent level ofservice to their patients and the com-munity. The responsibility of trusteesto perceive when a hospital is nolonger viable is as important as the re-sponsibility to fight to ensure the hos-pital’s viability and survival.

Fulfilling the duties of this princi-ple requires certain kinds of conductby individual trustees, certain kindsof conduct by the board of trusteescollectively, and support for certainkinds of governance, administrative,and clinical policies and practicesthroughout the hospital. Here thegeneral orientation offered by princi-ples meets the more specific dutiesthat trustees should fulfill when mak-ing particular decisions and taking ac-tion. And the duties of trustees as in-dividuals meet the issue of the properorganization and functioning of theboard as a collective decisionmakingsystem through which individualtrustees exercise their own ethical re-sponsibilities. The principle of insti-tutional stewardship closes the circleon this relationship, so to speak. It re-minds trustees that, even as the prop-er functioning of the board (and ofthe hospital as a whole) enables themto fulfill their duties, so too each indi-vidual trustee has a duty to help cre-ate and sustain a well-functioningboard.

S17SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

may be direct and overt (the trusteemay vote for a particular construc-tion project with the guarantee thatthe bid will go to his constructioncompany).

Conflicts of interests can be han-dled by such means as financial di-vestment, open competitive biddingrequirements, recusal from involve-ment in certain board activities or de-cisions, and by public disclosure ofassets and interests so that others canbe alerted to a potential conflict inthe trustee’s situation. Not all of thesesteps are equally necessary or feasiblein every situation. Boards shouldhave general policies for disclosure,recusal, and prohibited activities.When special circumstances arise,trustees will have to decide on theright course of action for themselveson a case-by-case basis. Individualmembers ought not be the sole ar-biter of whether there are, or appearto be, conflicts of interest for them-selves. From an ethical point of view,the most important rule is that, how-ever it is to be accomplished, trusteesmust be free from improper influ-ences that might skew or taint theirindependent judgment. Trusteesshould never use their position withthe hospital primarily for the purpos-es of personal or familial financialgain. To sustain the trust that thebroader community has in the hospi-tal, trustees should also avoid the ap-pearance of a conflict of interest, andwhen such an appearance exists,should act cautiously so as to mini-mize it.

These questions become more dif-ficult in a health care economy that isproducing many unprecedented andcomplex financial and business deal-ings for hospitals and physicians. Infact, conflict of interest is a very sub-tle and difficult question in healthcare, and it is not always obviouswhat the evil is to be avoided or thatthe remedies are not worse than thedisease.

It seems draconian to require vol-unteer trustees to divest themselves ofall holdings that might be affected bythe hospital or even to set up blind

trusts during their period of service.As members of small communities,trustees will routinely have businessinterests that intertwine with hospitalbusiness and could set up at least theappearance of a conflict of interest.Perhaps even public disclosure re-quirements would be a significant de-terrent to volunteer board service.This is even more complex in today’sclimate, which has prompted a num-ber of boards to open their member-ship to practicing physicians, despitethe inherent conflict of interest suchtrustees have. Yet even as these ques-tions become more complex and nu-anced, they also become more ur-gent. Public suspicion of the motiva-tions of health care institutions and

practitioners is on the rise, and hospi-tals risk losing one of the most valu-able of their assets, if not the mostvaluable—the trust of their patientsand of the public at large.

Board Structure and Functions

Trustees have a responsibility toassure the soundness of the

board’s structure and functioning, al-though many of the operational du-ties will fall to management. Periodi-cally, boards should review the hospi-tal’s mission (perhaps also the officialmission statement), the compositionof the board, and its operating proce-dures, committee structure, and thelike.

Several components of board or-ganization and functioning play akey role in contributing to effective,ethically responsible decisionmakingby trustees. These include a clear un-derstanding of the institution’s mis-sion and functioning, timely and ac-curate information, a process forthorough deliberation and consen-sus-building, and mechanisms for pe-riodic review of CEO performanceand board performance. This is notthe place to discuss these compo-nents in detail.21 Here we offer only abrief overview, highlighting pointsthat are particularly salient totrustees’ ethical decisionmaking andto fulfilling the ethical principles oftrustee service.

Information. The informationneeded for good board deliberationcomes from both inside and outsidethe institution.22 The board shouldask: What information do we need tomake our decisions? What are andwhat should be the sources of our in-formation? Is the information thatwe have sufficient? Is there a need forspecial methods or formats the boardshould use to review complex infor-mation? Do we need to obtain infor-mation from outside the institutionby means of a survey or some othermechanism? As individuals, trusteescan exercise responsible institutionalstewardship only if they have a basisfor independent decisionmaking andjudgment. They must insist thatmanagement provide them with

When fundamental values and principles come into

conflict, how the board decides can be as important as

what the board decides. When questions of mission,

service, quality, or justice are at stake, boards should

ensure that all points of view are heard and taken

seriously, that reasonable compromise is explored, and

that consensus has time to form.

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whatever information is necessary tomake decisions wisely, prudently, andin the best interest of the hospital’sintegrity. It is essential for trustees todo their homework and to keepthemselves well informed about thehospital’s various activities and ser-vices. To make this goal manageable,trustees and CEOs should work to-gether to support various mecha-nisms for reporting and cooperatingwith hospital management and vari-ous approaches to board organiza-tion, such as specialized committeesresponsible for different areas.

Board composition and delibera-tion. Trustees should ask: Is the com-position of the board appropriate?Do we have appropriate term limitsfor trustees? Do we have a procedurefor assessing the disclosure state-ments of trustees? Is the role oftrustees to represent or advocate forparticular constituencies?

Regarding the quality of theboard’s deliberations, trustees shouldask: Do we have an open deliberativeprocess? Do we allow all voices to beheard? Have we deliberated on thebasis of a clear understanding of ourmission? Have we made explicit theprinciples on which our deliberationsare based? When principles comeinto tension or conflict, have weweighed the merits of each? Do wehave a clear justification for balanc-ing them in a particular way? Do wehave an appropriate procedure fordetermining the consensus?

In engaging complex questions,the board should have an open delib-erative process, one based on all per-tinent information and all pertinentvalues relevant to the hospital’s mis-sion. No trustee should dominate thediscussion or suppress discussion ofpertinent values. At times it will benecessary for trustees to explicitly jus-tify their positions on the basis ofethical values, and the discussionshould allow for the identification oftensions or conflicts between valuesand other objectives or interests. Al-though it will often be necessary toweigh competing values, there is nomathematical formula for doing so.

At best, the board should be able tooffer a clear justification and ratio-nale for giving greater weight to onevalue than another—for valuing in-digent care more than profitability,for example.

Regarding the process of decision-making, the board must operate onthe basis of fair and democratic rules,although the board chair and com-mittee chairs obviously will wieldconsiderable influence. Volunteertrustees with limited time to devoteto their board work will rightly deferto those who have studied an issuelonger or bring greater experience orexpertise to it. Nonetheless, eachtrustee should have an opportunityto participate fully in board delibera-tions. Sometimes, too, it is necessaryand appropriate for individualtrustees to openly state their disagree-ments and voice alternative points ofview. A strong and effective chair willnot stifle debate or force agreement,but will utilize the trustees’ diversetalents and opinions to further thegoals of wise counsel and good deci-sionmaking.

When fundamental values andprinciples come into conflict, howthe board decides can be as impor-tant as what the board decides. Inroutine day-to-day decisionmaking,boards operate well by following ma-jority rule, sometimes even by defer-ring to individual trustees who havespecial expertise or particularly in-tense interest in the issue. But whenfundamental questions of mission,service, quality, or justice are at stake,boards should take extra time tomake certain that each trustee under-stands the issue and the alternatives.It should ensure that all points ofview are heard and taken seriously,that reasonable compromise is ex-plored, and that consensus has timeto form. The rule of unanimity isusually impractical, but the spirit ofcompromise, mutual respect, andconsensus is the best soil from whichsound ethical decisions spring. It isalso the spirit that keeps boards oper-ating after the tough decisions havebeen made and the losers must go

home disappointed to return anotherday.

An ordinary part of the responsi-bilities of most boards, in collabora-tion with the hospital administra-tion, is not only setting or approvingnew policy, but also periodically re-viewing previous policies. Here too,mechanisms of evaluation and delib-eration are important. Trusteesshould make sure that those mecha-nisms provide the timely and accu-rate information necessary for re-sponsible decisionmaking at theboard level. One particularly impor-tant aspect of this is to ask whetherfeedback loops are in place to informthe board about how policies are af-fecting patients, families, and staff,the community, and other stakehold-ers of the hospital.

Engaging in constructive self-as-sessment about board functioningand other institutional processes canlay the groundwork for good ethicaldecisionmaking. In addition, such areflective process can contribute toan institution’s organizational ethicsby explicitly addressing institutionalobligations at the highest level of theorganization.

Shared or FederatedGovernance

Today, many hospitals are part oflarger systems or networks and

hospital boards may be subsidiary tothe decisional board of the parentsystem. This trend raises two uniqueethical issues.

Allocation decisions by the par-ent board. The board of an individ-ual hospital must make allocation de-cisions between services. Likewise,the board of a hospital system—thedecisional board—must make alloca-tion decisions regarding its subsidiaryhospitals. In both cases, values suchas justice, equity, efficiency, and com-munity well-being should guide deci-sionmaking. It is not enough, for ex-ample, to decide that a subsidiaryhospital will be closed or experiencecut-backs because it is inefficient.The inefficiency must be explained.

S19SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

Is the hospital inefficient becausecommunity demand has declined?Because it serves a sicker populationthan other network hospitals? Theseconsiderations are central to the ser-vice mission of the hospital systemand to the demands of ethical delib-eration. Decisions that are made sole-ly on the basis of short-term returnon investment do not sufficiently en-gage the important noneconomic val-ues at stake in these decisions.

Trusteeship on subsidiary boards.The relationship between a decisionaland subsidiary board may take a vari-ety of forms, each reflecting the de-gree of discretion granted to the sub-sidiary. In the worst case, the sub-sidiary board could find that actingmorally is impossible because theboard has no power or discretion.

When a subsidiary board is forcedto comply with a directive withwhich it strongly disagrees, the sub-sidiary is faced with the classic prob-lem of complicity. Should the board“go along to get along,” resign, orcontinue, attempting to mitigateharms that it believes will follow fromthe directive? In the face of moral ob-jection, “going along to get along” isunacceptable. It degrades the board’smoral integrity. A sitting board stillhas an obligation to serve the missionof the hospital. Resigning would defacto remove that obligation, but itwould also remove the board’s moralauthority, which in situations such asthese may be the board’s only author-ity. Remaining as a sitting board andattempting to influence policy in theinterests of the institution is the mostdifficult choice, but it is likely to beone that best conforms to the board’sethical obligations. The answer tothis question will depend on the co-hesiveness of the subsidiary board aswell as the prospect of success.

This is admittedly a worst-casescenario. Ideally, the relationship be-tween the decisional board and thesubsidiary board would be respectfuland mutually supporting. Open de-liberation using ethical principles andcommitment to mission as guides

should in most cases allow twoboards to come to agreement.

Relations between Trusteesand the HospitalAdministration

When discussing the institution-al system or environment

within which trustees work, it is ap-propriate to give special attention tothe relationship between trustees andthe hospital administration, particu-larly the hospital CEO. The principalresponsibility of all trustees is to se-lect, support, and monitor the perfor-mance of the hospital’s CEO. And itis through the medium of providingthe hospital with a qualified and ef-fective managerial leader that trusteesindirectly act in service of the princi-ples of fidelity to mission, and serviceto patients, community, and institu-tion. Without the foundation of agood CEO and a good relationshipbetween the CEO and the board, itbecomes much more difficult for in-dividual trustees to perform their du-ties well.

Diligence in the selection and pe-riodic evaluation of the CEO is aparamount responsibility. Ongoingworking relations and regular, timelycommunication are no less impor-tant. Trustees must often rely on thehospital administration for the infor-mation upon which they base boarddecisions, and therefore a climate oftrust and mutual respect is essentialto effective board functioning andtrustee performance. Mutual respectis the key. Trustees should not beoverly intrusive in their governance;they should allow their CEO to leadand to manage, and should not un-dermine his or her authority or en-croach on expertise. At the sametime, CEOs should respect theirtrustees and the legitimate, indepen-dent role they play in the governanceand oversight of the institution.Trustees and CEOs are most effectivewhen they assist each other.

Relations between Trusteesand Hospital Staff

Trustees, individually but especial-ly collectively, should safeguard

internal policies and practices that arevital to the institutional integrity ofthe hospital as a place of competenceand efficiency and as a place of moralcommunity, mutual respect, and hu-mane care. Three types of policiesand procedures are noteworthy here,although many more could be added.

One pertains to quality of care.This includes the mechanisms ofcontinuous quality improvement,quality assurance, the reduction ofmedical mishaps and mistakes, theprevention and control of nosocomi-al infection, and the mechanisms ofhiring staff and granting practiceprivileges to physicians.23

Another area involves clinical de-cisionmaking and patient care, in-cluding the functions of hospitalethics committees, policies regardinglife-sustaining treatment such as arti-ficial nutrition and hydration, ad-vance directives, family or surrogatedecisionmaking when patients lackdecisionmaking capacity, and proto-cols for palliative care.24

A third area that is key to institu-tional integrity and should be moni-tored by attentive trustees involvesnondiscrimination and civil rightspolicies governing employee relationsand benefits, and the interactionamong hospital staff and betweenstaff and patients.

We mention these matters of in-ternal policy and practice not to rec-ommend that trustees become micro-managers. But far short of micro-managing, trustees do have an obliga-tion to maintain the accountability ofmanagement and to keep themselvesinformed about the patterns of inter-nal hospital life. These are not areaswhere trustees and CEOs ought to beat odds; on the contrary, their rolesshould be complementary and sym-biotic. Trustees can and should main-tain a breadth of vision about the na-ture of the hospital as an institutionand its moral integrity. Trustees are in

S20 July-August 2002/HASTINGS CENTER REPORT

In order to illustrate how the ethicalperspective offered in this paper

can illuminate the dilemmas andhard choices hospital trustees face, we

close by considering three difficultkinds of problems confronting not-for-profit hospitals and boards oftrustees.

Decisions to close a hospital orclinic. The decision to close a hospi-tal or a clinic or department is one ofthe most difficult a board addresses,but it is also one that can be effec-tively guided by the principles of fi-delity to mission, service to patientsand the community, and stewardshipof the institution.

In this era of cost containmentand consolidation in health care,small hospitals often find that theymust affiliate with former competi-tors in order to survive. The negotia-

tions on economic restructuring mayinvolve eliminating a hospital servicesuch as pediatrics or the emergencydepartment because it is no longer a

“revenue stream.” A board’s decisionregarding the possible closure of aclinic should focus not only on the fi-nancial considerations but also onthe impact that such a decision willhave on the community and its accessto services. Likewise, trustees shouldexplicitly discuss whether the deci-sion is compatible with the hospital’sstated mission.

The principle of stewardship re-quires that the resources governed bya board be used wisely. “Wisely”means in a manner consistent withthe moral aims of the institution. Inthe case of faith-based health care in-stitutions that have a broad missionof service to the poor, the principle of

stewardship enjoins the duplicationof resources and services that maycharacterize a competitive health caremarket where hospitals are vying forpatients. Under some circumstances,therefore, the principle of steward-ship may justify a decision to close aservice, even the hospital itself, ifdoing so serves the broader missionof more efficient and accessible care.

In secular hospitals, the principleof stewardship is also tied to institu-tional mission. Deliberating aboutthe most cost-effective way to ad-vance the mission will again dependon the demands of the mission andthe community impact. If a boarddecides that stewardship requires cut-ting back on service, responsibility tothe community entails informing thecommunity and assisting in the de-velopment of a plan to accommodatethe community services lost in theclosure.

The issue of clinic or hospital clo-sure points to two important boardresponsibilities. The first is that theboard be proactive in monitoring theinstitution for signs of financial dis-tress and respond to these signs be-fore the closure decision is imminent.The second is that the board look foralternative scenarios to closure. Ex-ploring alternatives is a requirementof stewardship and a necessary com-ponent of board deliberation. Our re-search suggests that conflicts of inter-est on the board are likely to adverse-ly affect decisions regarding the fate

The ethical limit on the board’s responsibility to

constituencies and overseeing bodies is its

responsibility for the goods articulated in the mission.

To the extent that the interests of oversight bodies or

constituencies are at odds with the mission, the board

has a responsibility to decide on the basis

of its obligation to the mission.

HARD CHOICES

a favorable position to do this precise-ly because they are neither managersnor health care professionals. Theirdistance from the day-to-day prob-lems of hospital management andfrom the exigencies of clinical medicalor nursing practice can work to theiradvantage in fulfilling the principle ofinstitutional stewardship.

Benefiting patients is a definingobligation of the health professions.What we have called the principle of

patient service calls trustees into thatvital duty as well. Ideally, therefore,the common goal of providing high-quality care to patients will providecommon ground for clinical staff andtrustees. This ideal is not translatedinto practice at many hospitals. Yetthe history of the relationship be-tween trustees and medical staff, aswell as that between the trustees andthe hospital administration, is rifewith shifts in power and authority.

The issue of control and decisionalautonomy is ever present in the orga-nizational life of the hospital. Person-ality and openness to dialogue areoften key aspects of working relation-ships and the basis on which theymay succeed or fail. Thus trusteesshould take steps to ensure that linesof communication are kept open be-tween the board, the administration,and the medical staff.

S21SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

of an institution and undercut the le-gitimacy of whatever decisions aremade. Thus boards should be espe-cially alert to the ways in which vest-ed interests may hamper efforts toremedy financial distress or to limitalternative scenarios.

Affiliations and conversions.Among the trustees we interviewed,the question of affiliation (throughmerger, partnership, or conversion,for example) was identified as themost important issue that had occu-pied boards at the end of the 1990s.Affiliation raises a number of ethicalconsiderations that boards should ex-plicitly address. These include thetrustee’s obligation to preserve thehospital mission and the obligation toprudently manage the hospital as an“asset.” Ordinarily, a high burden ofevidence should be required beforetrustees decide to abandon the histor-ical mission of a charitable institu-tion. It is never a decision to be takenlightly. In some cases these two oblig-ations will be compatible, even mutu-ally supporting. In other cases theymay conflict, and the board will needto weigh and balance conflicting ob-jectives in light of the values and

stakeholder interests that trusteesshould serve.

Deliberation about these mattersrequires explicit consideration of twoadditional ethical questions. First,whether and how should the boardsolicit community values to informits decision? The board has an obliga-tion to listen to community view-points and to share its reasoning withthe community. Second, if the hospi-tal in question is part of a larger sys-tem, how should the boards both ofthe hospital and of the system weighthe interests of the system, the hospi-tal itself, and the community ofwhich it is a part?

The first of these questions touch-es on a feature of all trustee-governedactivities, namely the problem of pa-ternalism. There are good reasonswhy a board should not presume toknow the best interests of the com-munity it serves. Above all, the boardmay simply be wrong. It may be tooparochial, for example. The hospital’smission, therefore, and fidelity to thatmission is authenticated by the com-munity, through needs assessments,surveys, public hearings, and commu-nity representation on boards or re-porting committees of the hospital.

Not only the principle of fidelity butalso that of service to the community(civic responsibility) supports thisview. The existence of not-for-profithospitals depends on significant tax-advantages, patient stream, and com-munity support. Reciprocity thus re-quires the hospital to serve the com-munity in a way that is responsive toits particular needs.

The second question, regardingconsideration of the interests of thecommunity, the particular hospital,and the hospital system of which itmay be a part, raises the importantissue of negotiating responsibility. Onthe one hand is the board’s account-ability—that is, its “responsibility to”its constituencies and overseeing bod-ies. On the other hand, the board alsobears a “responsibility for”: it is re-sponsible for preserving and effectu-ating the stated mission of the institu-tion. The notions of independentjudgment and accountability requirethat board decisions be sensitive to—but not determined by—these perti-nent interests. Thus the ethical limiton the board’s responsibility to con-stituencies and overseeing bodies is itsresponsibility for the goods articulat-ed in the mission. To the extent that

Emergency Pediatric Waiting Roomby May H. Lesser, ©1989 TulaneUniversity Medical Center

S22 July-August 2002/HASTINGS CENTER REPORT

We hope to have gone some waytoward setting an agenda of

topics and ideas for an increasinglyenergized and widespread conversa-tion about trustee ethics, both withinvarious hospital boards and thetrustee community across the coun-try, and between trustees and the var-ious stakeholder groups concernedwith the functioning of Americanhospitals. That would be virtually allof us.

To further this goal, The HastingsCenter and The New York Academyof Medicine Task Force on the Ethics

of Not-for-profit Hospital Trusteesdeveloped a curriculum for a modelworkshop on trustee ethics designedprimarily for trustees and other hos-pital leaders and professionals. Thedesign of the workshop and cases pre-pared for use in it are printed withthis report (pp. 522-523).

If a richer discussion of trusteeethics is to develop and if trustees areto be assisted in clarifying conceptsand applying ethical principles inpractical decisionmaking, then thesupport and initiative of other organi-zations will be needed. We offer the

following recommendations to pro-mote these goals.

Recommendation 1:

National, state, and local trustee orga-nizations should give higher priority totrustee ethics in their educational andservice programs.

One difficulty in reaching hospitaltrustees is that few activities, exceptboard meetings and other hospitalfunction themselves, are organizedaround this facet of their lives. Whenthey do come together under the aus-

CARRYING ON WITH THE CONVERSATION

the interests of oversight bodies orconstituencies are at odds with themission, the board has a responsibili-ty to decide on the basis of its obliga-tion to the mission.

At times, however, the mission it-self will be ambiguous. Appeal to mis-sion alone will not settle thequandary. This as well as the potentialconflicts between a board’s variousobligations points to the some of themost difficult aspects of the role ofthe board as an arbiter of communityand institutional values.

In deliberating about the sale,merger, and ultimate control of thehospital, therefore, trustees must fol-low a decision procedure that explic-itly considers the financial value ofthe hospital and the interests of stake-holders relative to the mission itself.

Embedded in the question of affil-iation or merger is the issue of aboard’s deciding to give up its statusas a decisional body to become a sub-sidiary to a parent board. The idealoutcome in such a situation is maxi-mization of the resources supportingthe institution’s mission and mini-mization of the loss of autonomy.Tradeoffs between these two goals arelikely, however, as the institution is nolonger self-sovereign. In deliberatingabout tradeoffs, the board shouldconsider not just the financial dimen-

sions of such a shift but also the inter-ests of the community and the pa-tients and the ethos of the institution.

The decision to convert from not-for-profit to for-profit status, oncemade, is the last opportunity the sit-ting board will have to negotiate onthe basis of the institution’s historicalmission. Conversion from not-for-profit to for-profit status shifts thelegal responsibility of the institutionfrom community stakeholders toshareholders. Inevitably, this shift nar-rows the new institution’s perceivedethical obligations. As a not-for-prof-it board considers conversion, itshould explore the possibilities forpreserving features of its mission thatmight otherwise be lost. These possi-bilities include the provision of un-compensated care, the involvement ofcommunity members on the newboard, and the provision of particularservices to patients and communities.If a hospital’s financial situation isdire, it will clearly have little negotiat-ing power. For this reason, it is essen-tial for the board to actively monitorthe institution for signs of financialdistress and to act before it complete-ly collapses.

Money losing services. At times,the board of a not-for-profit hospitalmay need to consider the limit of itsability to provide money-losing ser-

vices, and uncompensated care inparticular. The values conflict at issuehere is often colloquially referred to as“margin versus mission.”

The starting point for approachingthis conflict is recognition that the in-stitution’s not-for-profit status impos-es certain obligations that the institu-tion will, through its mission, servestakeholders. One of these is the com-munity. Thus the not-for-profit hos-pital, as a civic institution, has anobligation to serve the sick who can-not pay for their care. This obligationshould remain in the forefront ofboard fundraising efforts as well asbudgetary considerations. When theboard faces a decision about the goalsto set for uncompensated care, itshould keep in mind the community’sneeds and the institution’s record oncharity care. The institution’s finan-cial health is also pertinent to thesedeliberations, but if charity care iscontinually threatened because of fis-cal priorities, this is an indication offinancial distress in the institutionand should be considered a signal inthe board’s overall monitoring.

If deliberation about uncompen-sated care is prompted by the needs ofa particular patient, the board mustbe guided by values of equity andnondiscrimination in its deliberation.

S23SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

pices of their role as trustees it is oftenin conjunction with periodic meet-ings or conferences sponsored by hos-pital or trustee associations. That iswhen presentations, panels, or work-shops relating to trustee ethics wouldhave the greatest chance of makingand impact.

Recommendation 2:

A body of literature needs to be devel-oped to support discussions of trusteeethics, and ethics-related articles shouldbe included in various publications de-signed for a trustee audience.

The field of bioethics, and cognatedisciplines such as medical sociology,health services research, and manage-ment studies, have not given trusteeethics the attention it deserves. Edi-tors of bioethics and academic jour-nals should encourage publicationson this topic, and researchers shoulddevelop studies along these lines orbuild ethics issues into multidiscipli-nary projects. These publications maynot be read regularly by many indi-viduals who serve as trustees, but iffirst-rate articles are once published,they be reprinted and used in educa-tional programs for trustees. Trusteeattention can also be called to ethicalissues directly via publication in mag-azines or other publications that aredirected toward trustees, such as theAmerican Hospital Association’s pub-lication, Trustee.

Recommendation 3:

Financial support for research and edu-cation on the ethical issues facing hospi-tal trustees and executives should be de-veloped to encourage excellent work inthis field.

Foundations and governmentagencies concerned with health ser-vices and administration issues, quali-ty of care, patient’s rights, and the likeshould devote more attention and re-sources to the topic of hospitaltrustees and trustee ethics.

Recommendation 4:

Hospitals and health systems should de-

vote attention to ethical issues for theirtrustees.

Probably the best way to reachtrustees is through the hospitals theyserve. Various programs to assist andinform board members already existand provide an infrastructure for pay-ing more explicit attention to ethics.These programs include board re-treats, continuing education pro-grams in hospitals that trustees canattend, and hospitals’ distribution ofmaterials to their trustees.

References

1. Although the results of our researchwill be generically applicable to some ex-tent, we have chosen to focus on the specialcircumstances of the trustee in a not-for-profit setting because of the distinctivemoral and legal responsibilities that obtainin that setting. Trustees or directors of for-profit hospitals will also benefit from theideas discussed in this report, but they willnot be its focus. Papers commissioned forthe project, some of which are cited below,can be found in Bruce Jennings, VirginiaAshby Sharpe, Bradford H. Gray, and AlanR. Fleischman, eds. The Ethics of HospitalTrusteeship: Responsible Governance of theNot-for Profit Hospital (Washington, D.C.:Georgetown University Press, forthcoming2003).

2. We follow conventional usage in refer-ring to the members of the governing boardof not-for-profit organizations as “trustees”instead of “directors,” which is used in thefor-profit sector. Moreover, when we use theterm “trustee” in this report we refer not totrustees of not-for-profit organizations ingeneral but specifically to a trustee of a not-for-profit hospital.

3. See H.J. Goldschmid, “The FiduciaryDuties of Nonprofit Directors and Officers:Paradoxes, Problems, and Proposed Re-forms,” The Journal of Corporation Law 23,no. 4 (1998): 631-53; reprinted in TheEthics of Hospital Trusteeship, ed. Jennings etal.

4. On legal responsibilities of not-for-profit boards, see D. Seay, “The Legal Re-sponsibilities of Voluntary HospitalTrustees,” in The Ethics of Hospital Trustee-ship, ed. Jennings et al..

5. R. Stevens, In Sickness and in Wealth:American Hospitals in the Twentieth Century(New York: Basic Books, 1989).

6. B.H. Gray, “The Changing Face ofHealth Care,” in Philanthropy and the Non-profit Sector in a Changing America, ed. C.T.Clotfelter and T. Erlich (Bloomington: In-diana University Press, 1999), 364-84.

7. F.A. Sloan, “Commercialism in Non-profit Hospitals,” in To Profit or Not to Prof-it: The Commercial Transformation of theNonprofit Sector, ed. B.A. Weisbrod (Cam-bridge: Cambridge University Press, 1998),151-68.

8. Stevens, In Sickness and in Wealth; D.Rosner, A Once Charitable Enterprise: Hospi-tals and Health Care in Brooklyn and NewYork, 1885-1915, (New York: CambridgeUniversity Press, 1982); M.J. Vogel, The In-vention of the Modern Hospital: Boston 1870-1930, (Chicago, Ill.: University of ChicagoPress, 1980); and S. Opdyche, No One WasTurned Away: The Role of Public Hospitals inNew York City since 1900 (New York: Ox-ford University Press, 1999).

9. L.M. Salamon, America’s Nonprofit Sec-tor (New York: The Foundation Center, nodate), 57-70.

10. S.M. Shortell, R.R. Gilies, and K.J.Devers, “Reinventing the American Hospi-tal,” Milbank Quarterly 73, no. 2 (1995):131-60.

11. J.A. Alexander, “Hospital Trusteeshipin an Era of Institutional Transition: WhatCan We Learn from Governance Research?”in The Ethics of Hospital Trusteeship, ed. Jen-nings et al.

12. The discussion in the following pagesdraws upon B.H. Gray and L. Weiss, “TheRole of Trustees and the Ethics of Trustee-ship: Findings from an Empirical Study,”and L. Weiss and B.H. Gray, “HospitalPartnering, Sale and For-Profit Conversion:Trustees’ Responsibility and Perceptions in aTime of Change,” both in The Ethics of Hos-pital Trusteeship, ed. Jennings et al. See thesechapters for further discussion about themethods and findings of this study.

13. B. Jennings, “Hospital Trusteeshipand the Ethics of Representation,” in TheEthics of Hospital Trusteeship, ed. Jennings etal.

14. R.H. Wynia, F. Margolin, and M.A.Pittman, “The Role of Hospitals in theCommunity,” in The Ethics of HospitalTrusteeship, ed. Jennings et al.

15. D. Smith, Entrusted: The Moral Re-sponsibilities of Trusteeship (Bloomington:Indiana University Press, 1995). See also D.Smith, “Trustees and the Moral Identity ofthe Hospital,” in The Ethics of HospitalTrusteeship, ed. Jennings et al.

16. See E. Robilotti and D. Rosner, “TheTrustees’ Dilemma: Hospitals as Benevo-lence or Business—Looking Back a Centu-ry,” in The Ethics of Hospital Trusteeship, ed.Jennings et al. Compare M. Schlesinger andB.H. Gray. “A Broader Vision for ManagedCare, Part 1: Measuring the Benefit toCommunities,” Health Affairs 17, no. 3(1998): 152-68; and “A Broader Vision forManaged Care, Part 2: A Typology of Com-

S24 July-August 2002/HASTINGS CENTER REPORT

munity Benefits,” Health Affairs 17, no. 5(1998): 26-49.

17. W.F. May, “The Trustees of Non-Profit Hospitals: Dealing with Money, Mis-sion, and Medicine,” in The Ethics of Hospi-tal Trusteeship, ed. Jennings et al.

18. This point may be most obviouswhen a hospital is affiliated with a particularreligious tradition, but it is valid for hospi-tals with a secular history and mission aswell. See C.J. Dougherty, “Ethical Dimen-sions of Trusteeship on Boards of CatholicHospitals and Systems,” in The Ethics ofHospital Trusteeship, ed. Jennings et al.

19. D.D. Pointer and J.E. Orlikoff, BoardWork: Governing Health Care Organizations(San Francisco: Jossey-Bass, 1999).

20. A.J. Riddell and S. Hanson, “Inher-ent Tensions: Administration Versus Not-for-Profit Governance,” in The Ethics ofHospital Trusteeship, ed. Jennings et al.

21. See T.P. Holland, R.A. Ritvo, andA.R. Kovner, Improving Board Effectiveness:Practical Lessons for Nonprofit Health CareOrganizations (Chicago, Ill.: American Hos-pital Publishing, 1997).

22. A.R. Kovner, “Fitting Board Informa-tion to Board Function,” in The Ethics ofHospital Trusteeship, ed. Jennings et al.

23. V.A. Sharpe, “Patient Safety and theRole of Hospital Boards,” in The Ethics ofHospital Trusteeship, ed. Jennings et al.

24. J.J. Fins, “What Hospital TrusteesCan Learn from Ethics Committees: AnEssay on Pragmatism, Ethics, and the Gov-ernance of Health Care Organizations,” inThe Ethics of Hospital Trusteeship, ed. Jen-nings et al.

S25SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

This is a design for a four-hour workshop intend-ed for those who serve as hospital trustees, hos-

pital executives, and health care professionals with aninterest in ethics and contemporary problems ofhealth care governance and management.

Its presentational format alternates between ple-nary sessions and smaller break-out sessions. Bothtypes of sessions feature faculty-participant interac-tion and discussion. One break-out session is devot-ed to the discussion of a case hypothetical (based onactual cases) that raises ethical issues for board mem-bers. The workshop is designed both to convey infor-mation concerning expert thinking about ethical andlegal standards for not-for-profit hospital trustees andto permit trustees and others to share their own per-spectives and experience. Its goal is to encourage andenable trustees and hospital executives to discernmore clearly the ethical dimensions of their policy-making and decisionmaking and to conduct boardoperations and board business in a way that is atten-tive to the ethical responsibilities attached to the roleof trustee.

Resource Materials

The workshop is built around the analysis andethical framework presented in “Ethics and

Trusteeship for Health Care: Hospital Board Servicein Turbulent Times,” Hastings Center Report SpecialSupplement, July-August 2002. Reprints of this docu-ment may be photocopied or obtained from TheHastings Center and either distributed at the work-shop or mailed to registrants prior to the workshop.In addition, a PowerPoint presentation is availablefrom The Hastings Center that contains slides per-taining to each of the plenary presentations in themodel workshop.

Optimal faculty requirements are four people: (1)a moderator who can provide an overview of the is-sues, (2) someone knowledgeable about current aca-demic research on hospital boards and trustee behav-ior, (3) someone knowledgeable about the ethical is-sues in trusteeship and management and able to dis-cuss the ethical framework presented in the articlementioned above and in other literature on the ethicsof trusteeship, and (4) a current or former not-for-profit hospital trustee who can lead a plenary discus-sion of trustee views and attitudes.

A Model Workshop on Ethical Issues in Not-for-Profit Hospital Trusteeship

Agenda

Registration and Coffee

Introduction—Workshop Moderator (plenary session, 20 minutes)Define the problem, “Board service and trusteeship in turbulent times,” explainthe objectives of the workshop, give overview of program and process, intro-duce speakers

Trusteeship in turbulent times—Expert on boards of trustees and issuesfacing the health care system generally(plenary session, 50 minutes including discussion from the floor)Review the present state of not-for-profit hospitals and the issues and pres-sures facing trustees

Small group discussion of trustee experiences and perspectives(break-out session of no more than ten people, led by a facilitator; 40 minutes)

Trustees’ views—Present or former trustee (plenary session, 40 minutes including discussion from the floor)Begin with brief reports from each break-out session concerning the issuesthey identified (15 minutes)Speaker to present findings of an empirical study of trustee and CEO attitudesand opinions of trustee duties, responsibility and functioning.1 These findingscan be used as a point of comparison with the ideas that surface in the break-out groups

Ethical principles for hospital trusteeship—Expert on ethics (plenary session, 40 minutes including discussion from the floor)Describe the principles and framework for ethical trusteeship and board func-tioning

Small group discussion of an ethics case for trustees(break-out session with groups of no more than ten people each, led by a facili-tator; 40 minutes) An alternate approach to this session is to have a panel of three or fourtrustees discuss the case in a plenary session and then open up the discus-sion of the case to the audience

Concluding session (plenary session, 20 minutes)Brief reports from the small groups on highlights of their discussions of thecase

Closing comments by workshop moderator

1. B. Gray and L. Weiss, “The Role of Trustees and the Ethics of Trusteeship: Findings from anEmpirical Study,” in The Ethics of Hospital Trusteeship: Responsible Governance of the Not-for ProfitHospital, ed. B. Jennings, V.A. Sharpe, B.H. Gray, and A.R. Fleischman (Washington, D.C.: George-town University Press, forthcoming 2003).

A Case Hypothetical for the Workshop

S26 July-August 2002/HASTINGS CENTER REPORT

Community General Hospital is a 300-bed urban hospital in a community that haschanged dramatically in the last twenty-five years. Created after World War II to

meet the health care needs of a white middle-class population, Community Generaltoday serves a multicultural community of working poor minorities and uninsured re-cent immigrants.

Community General has a proud history of service to its community, but its physi-cal plant is old and in need of significant renovation. The hospital also has a proud tra-dition of affiliation with a regional medical school, provides sites for education of stu-dents, and has two accredited graduate medical education training programs in inter-nal medicine and surgery. In recent years these residencies have been able to attract onlyinternational medical graduates.

The chief executive of Community General will reveal at the board meeting todaythat in the first quarter of this fiscal year there is a three-million dollar deficit and shepredicts a fifteen-million dollar shortfall for the year.

As a board member:

• Are you surprised by this revelation, given a re-engineering and downsizing exerciselast year that reduced personnel by 15 percent?

• What information do you need to begin to address this issue?

• What has been the impact of previous cost cutting measures on quality of care? Staffmorale? Community response?

• Can you articulate the “mission” of Community General?

• Do you see this as an ethical dilemma or only as a fiscal matter?

The CEO suggests three potential options to address the problem: close twomoney-losing primary care clinics, each several blocks from the hospital; close the pe-diatric inpatient service, which has a decreasing occupancy; or attract a group of threeinterventional cardiologists away from a neighboring hospital by creating a newcatheterization laboratory which will cost two million dollars.

As a board member:

• How do the views of the community affect your decision?

• Will you consider either merging with another institution or closing?

• How do you interpret your duty to:

- fidelity to mission

- service to patients

- service to community

- stewardship of the institution

� William N. Hubbard, Jr., ChairDean EmeritusUniversity of Michigan School of Medicine

� Vincent AntonelliProgram OfficerDivision of Health and Science PolicyThe New York Academy of Medicine

� Jeremiah A. BarondessPresidentThe New York Academy of Medicine

� Henry BettsVice Chairman, Medical Director andChief Executive OfficerRehabilitation Institute of Chicago

� Irwin BirnbaumChief Operations OfficerSchool of MedicineYale University

� Stanley BrezenoffPresidentMaimonides Medical Center

� Gerard CarrinoSenior Program OfficerDivision of Health and Science PolicyThe New York Academy of Medicine

� Edward J. ConnorsPresidentConnors, Roberts and Associates

� Strachan DonnelleyDirector, Humans and Nature ProgramThe Hastings Center

� Charles J. DoughertyAcademic Vice PresidentCreighton University

� Joseph J. FinsDirector of Medical EthicsThe New York and Presbyterian Hospital—Cornell Campus

� Alan R. FleischmanSenior Vice PresidentThe New York Academy of Medicine

� Livingston S. FrancisPresident and Chief Executive OfficerLivingston S. Francis Associates

� Harvey J. GoldschmidProfessor of LawSchool of LawColumbia University

� Bradford H. GrayDirectorDivision of Health and Science PolicyThe New York Academy of Medicine

� Bruce JenningsSenior Research ScholarThe Hastings Center

� Anthony KovnerProfessorHealth Policy and ManagementNew York University Wagner School

� Patricia LevinsonNew York, N.Y.

� Paula LowestWeil, Gotschal and Manges

� William F. MayCary M. Macquire Professor of EthicsSouthern Methodist University

� Richard L. MenschelThe Goldman Sachs Group, L.P.

� Linda MillerPresidentVolunteer Trustees of Not-for-Profit

Hospitals

� Ira MillsteinWeil, Gotshal and Manges

� Mary PittmanPresidentThe Hospital Research and Educational

TrustAmerican Hospital Association

� Kenneth RaskePresidentGreater New York Hospital Association

� Paul RulisonExecutive DirectorHealthcare Trustees of New York State

� David SeayVice President, Secretary and CounselUnited Hospital Fund

� Virginia A. SharpeAssociateThe Hastings Center

� David H. SmithDirectorPoynter Center for the Study of Ethics and

American InstitutionsIndiana University

� William C. StubingPresidentThe Greenwall Foundation

� Susan WaldmanSenior Vice President and General CounselGreater New York Hospital Association

� Linda WeissSenior Program OfficerDivision of Health and Science PolicyThe New York Academy of Medicine

Affiliations listed were current at the time oftask force activities, 1997-99, and are foridentification purposes only.

S27SPECIAL SUPPLEMENT/ Ethics and Trusteeship for Health Care: Hospital Board Service in Turbulent Times

Task Force Members

The Hastings Center addresses fundamental ethical issues in the areas ofhealth, medicine, and the environment as they affect individuals, com-

munities, and societies. With a small staff of senior researchers at the Centerand drawing upon an internationally renowned group of over 100 electedFellows for their expertise, The Hastings Center pursues interdisciplinary re-search and education that includes both theory and practice. Founded in1969 by philosopher Daniel Callahan and psychoanalyst Willard Gaylin, TheHastings Center is the oldest independent, nonpartisan, interdisciplinary re-search institute of its kind in the world. From its earliest days The HastingsCenter has understood that the moral problems arising from rapid advancesin medicine and biology are set within a broad intellectual and social conext.The Center’s collaborations with policymakers, in the private as well as thepublic sphere, assist them in analyzing the ethical dimensions of their work.

OR D E R IN F O R M AT I O N

For copies of this or other Hastings Center Report Special Supplements, write or call:Membership Department, The Hastings Center, 21 Malcolm Gordon Road, Garri-son, NY 10524-5555; (845) 424-4040; (845) 424-4545 fax; [email protected]; www.thehastingscenter.org.

The New York Academy of Medicine, founded in 1847, is an independentnonprofit institution committed to enhancing the health of the public

with a particular emphasis on disadvantaged urban populations. This missionis fulfilled through research, education, and advocacy focused on under-standing and eliminating the root causes of poor health. The research agendaincludes epidemiologic, health policy, and public health studies of all themajor contributors to the poor health status of underserved populations. Inthe area of education, the Academy convenes an array of conferences andsymposia on health issues, offers continuing medical education opportunitiesfor professionals, and provides health education training for teachers. Thelandmark Academy building contains one of the world’s largest privatelyowned medical libraries, which is open to the public. As a unique academicforum in which all constituencies of the medical and health care communitycan convene and collaborate as equal partners, the New York Academy ofMedicine attracts renowned scholars, analysts, physical and social scientists,medical practitioners, and community leaders from around the world. Thesecollaborations seek to enhance knowledge, strengthen public health organi-zations, advance clinical practice, and promote scholarship in medical andhealth affairs.

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