Boardroom Lessons Learned in 2022 by McDermott Will & Emery ..read more

How, if at all, do ESG principles affect the healthcare sector in general and the not-for-profit sector in particular? 2022 has demonstrated how ESG is being incorporated into healthcare, and it is critical that the entire organizational leadership team, not just the CFO, finance team or other senior executive leaders, as well as the board, understand the scope of this new approach. To gain a greater understanding of the vast implications of Moody’s new ESG scoring system, Michael Peregrine is joined by Moody's Vice President and Senior Credit Officer Daniel Steingart, and Eva Bogaty, Associat ..read more

In this, the second part of an insightful conversation about the challenges and trends facing the executive compensation committee, Michael Peregrine, Tim Cotter, and Ralph DeJong address (i) considerations for special compensation arrangements, (ii) the role of discretion in business judgment and goal-setting for the coming year, and (iii) how the committee can best prepare for and respond to media questions about CEO compensation in advance—as well as a host of additional challenges facing the committee, including: - Performance measures for ESG themes. - Should organizational structural con ..read more

The board’s executive compensation committee is the focus point for many of the extraordinary financial, economic and operating challenges currently facing healthcare organizations. Executive compensation increases are impacted by both an inflationary economy and significant revenue downturn. In addition, the Department of Justice has identified executive compensation as an important conduit through by which corporate compliance incentives and deterrence can be implemented. Furthermore, executive recruitment and retention amidst the “Great Resignation” remains a key compensation concern. These ..read more

Nonprofit healthcare organizations and their governing boards are subject to the authority of the state attorney general, which has broad statutory and common law power with respect to its duty to preserve charitable assets. The attorney general is supported in this work by dedicated charity officials who work within what is normally referred to as the “charitable trust division” of the attorney general’s office. To help inform nonprofit health systems and their leaders on the role of the attorney general and its charity regulators, Michael Peregrine is joined by Leslie Friedlander, an Assista ..read more

Corporate directorship continues relentlessly to increase in complexity. The ability of directors to fully engage with the board agenda and to be effective partners in management are two of the most critical corporate governance issues in the current environment. These are issues that implicate a level of commitment by directors to be informed, attentive, and up to speed on their duties and on the issues of importance to the organization that they serve. This commitment is made even more critical this year by the many turns of events that are impacting the agenda in many boardrooms. To learn m ..read more

To highlight the important connections between financial risk management, the credit rating process and effective governance, Michael Peregrine welcomes Lisa Goldstein, Senior Vice President at Kauffman Hall and a nationally recognized analyst, speaker, writer and expert on nonprofit healthcare, for a conversation exploring: - The responsibilities of a strong finance committee - The value of subject matter expertise within the finance committee - Key metrics that rating agencies use to evaluate governance - Insights from high-performing healthcare system boards - The role of covenant managemen ..read more

July 30, 2022, marks the 20th anniversary of the Sarbanes Oxley Act, one of the most consequential pieces of federal financial regulation ever enacted into law. It serves as the foundation for many of the guidelines and principles that are now considered routine by boards and their audit, compensation and finance committees. It’s difficult to overstate the continuing impact of Sarbanes on corporate governance. Thus, given the passage of time there is value in board members refreshing their familiarity with the Sarbanes history, in order to better appreciate its influence. To help underscore th ..read more

Ongoing COVID-19 and related patient care concerns are competing with unexpected financial and economic, and workforce, challenges for room on the boardroom agenda. Hospital and health system boards must find time to accommodate these and other emerging oversight issues within the context of an already-crowded governance docket. Diligent director preparation and fulsome management support, along with disciplined leadership from the board chair and CEO, will well position the board to satisfy these expanded oversight duties. Diligent director preparation and fulsome management support, along wi ..read more

The key topics that should be receiving board attention in the near term have less to do with traditional operational matters, and more to do with social and economic issues of concern to the workforce and the mission. To bring understanding to these key concerns, we turn to our quarterly conversation with Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall. Ken has been visiting with clients and other leaders of the healthcare industry and has also been busy with his popular blog, addressing pressing subjects ranging from inflation to artificial intelligence. Ken has returned to our ..read more