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Governing Health

McDermott Will & Emery

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Bringing director education beyond the boardroom, this series of educational briefings from McDermott Will & Emery healthcare governance lawyer Michael Peregrine offers proactive, solution-based updates accessible on your schedule. Michael and his guests engage in substantive conversations on the latest legal, regulatory and governance developments relevant to health care boards of directors. With engaging discussions and the latest news, Governing Health enhances board education for health ...
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It's the perfect time of year to take stock of the leading developments of the prior 12 months and consider what lessons they have to offer us. This valuable exercise for corporate directors can put them in a better position from which to address the looming agenda items their boards face in 2023. For directors of healthcare companies, governance t…
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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, underst…
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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…
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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 ex…
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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…
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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, att…
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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 o…
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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 overs…
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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 p…
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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 Direc…
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The social and economic phenomenon known as “the Great Resignation” is now impacting hospital and healthcare CEOs. This, according to important new analysis from the well-known outplacement and search firm Challenger Gray & Christmas. To provide boards with a perspective on rising incidents of CEO resignation and their impact on healthcare organiza…
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Part two of this series addresses key issues facing the board’s compensation committee when evaluating executive compensation, data analysis, recruitment and retention, and executive search matters.This episode features industry leaders, Tim Cotter and Ralph DeJong, as they offer extraordinary insight on emerging priorities and trends impacting the…
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The board’s executive compensation committee has traditionally been one of the most prominent of all board functions, with its focus on such interconnected responsibilities as oversight of the executive compensation process, compensation data analysis, talent recruitment and executive search. This episode is the first in a two-part discussion fille…
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COVID-19 concerns continue to dominate the boardroom agenda, from patient safety and access to care to understaffing and the concerns surrounding healthcare workers and management fatigue.Michael Peregrine welcomes back Jamie Orlikoff, president of Orlikoff & Associates, Inc., for an update on where we stand two years into the COVID-19 pandemic, in…
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As the most recent economic news indicates a slowdown in hiring coupled with a continuing decline in the unemployment rate and an increasingly tight job market, there seems to be a lot of confusion to clear up. Mix this all with a 7% unemployment rate and The Great Resignation, and we could all benefit from a little guidance. This week, Michael Per…
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As the US comes out of the dreaded fourth wave of the COVID-19 pandemic, the healthcare industry is facing one of the biggest unintended consequences of the pandemic — “tired of being your hero” syndrome. With healthcare professionals leaving the industry in the name of burnout, stress, safety, moral harm, and even personal freedom, a passive gover…
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As corporate directorship increases in complexity, the ability of directors to fully engage with the board agenda and to be an effective partner to management are two of the most critical corporate governance issues. In this environment, the ability of directors to be “certified” as to their competency to serve is attracting greater interest.To rev…
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In this unusual post-pandemic recovery period, the economic signals on which business leaders and policymakers rely to inform their decisions are going haywire. To help answer the difficult economic questions facing healthcare officers, executives and advisors, Michael Peregrine is joined by John Challenger, CEO of Challenger, Gray & Christmas, a g…
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On this episode - the third in our new Governing Health special edition series - Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall and Michael Peregrine discuss the board’s top post-pandemic governance challenges, including:> The concept of “languishing” within companies in the wake of COVID-19> Strategic planning tactics to resume norm…
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Board responsibilities for COVD-19 related concerns aren’t over yet—not by a longshot. On this episode of the Governing Health podcast, Michael Peregrine and special guest Jamie Orlikoff, President of Orlikoff & Associates, Inc. and a national advisor on governance and leadership to the American Hospital Association, discuss:Insights into the board…
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On this episode - the second in our new Governing Health special edition series - , Co-Founder and Managing Director of Kaufman Hall and discuss a number of important post-pandemic developments, including: Long-term impact of the successes and challenges of the COVID-19 vaccination process Strategic implications in transitioning beyond the worst of…
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The amount and cost of D&O coverage is a matter of basic concern to the healthcare director. There is a direct link to the commitment with which the board and individual directors approach their fiduciary duties, and the scope and effectiveness of D&O coverage.This episode of the Governing Health podcast features special, real-world questions from …
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A Special Edition Governing Health SeriesThis episode - the first in our new Governing Health special edition series - features Ken Kaufman, Co-Founder and Managing Director of Kaufman Hall. Ken will join us as a co-host with Michael Peregrine for the Board Dialogue series, which will feature robust discussions of the governance trends and health i…
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As the year end approaches, hospital and health system executives and their governing boards would do well to examine the lessons learned over the course of this unprecedented year. On this episode of the Governing Health podcast, we examine various aspects of the impact of the pandemic from the corporate healthcare point of view. McDermott Will & …
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As the accreditor for over 22,000 healthcare facilities, the Joint Commission plays an important role in setting standards for quality and patient safety. It also evaluates the governing bodies and governance structures of healthcare organizations, ranging from acute care facilities and small not-for-profits to large, for-profit multi-hospital syst…
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Compliance with state charity laws is both an important governance issue and a legal feasibility concern for not-for-profit health systems and their boards. Senior leadership of charities should be aware of the role and jurisdiction of state attorneys general and their charity officials. On this episode of the Governing Health podcast, Yael Fuchs, …
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Workforce management and employment stability are important operational issues for healthcare organizations, particularly during the COVID-19 pandemic. These operational issues fall under the board of directors' oversight responsibilities, which are heightened in times of crisis. On this episode of the Governing Health podcast, Michael Peregrine is…
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Boards play a critical role in effectively overseeing hospitals and health systems, and their importance has been amplified during the Coronavirus (COVID-19) pandemic. In addition to responding to the current governance and oversight challenges, the law also expects directors to exercise oversight over business resiliency planning.…
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The supervision, compensation and retention of senior executive leadership is an increasingly pressing issue for boards of directors. On this episode, the second in a two-part series, Michael Peregrine welcomes John Challenger, CEO of outplacement firm Challenger, Gray & Christmas, and Ralph DeJong, partner at McDermott Will & Emery, to discuss the…
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An increasingly critical duty for boards of directors relates to the supervision, compensation and retention of the senior executive leadership team. On this episode, the first in a two-part series, Michael Peregrine welcomes Tim Cotter, managing director of SullivanCotter, and Ralph DeJong, partner at McDermott Will and Emery, for a discussion on …
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Corporate governance is influenced by a wide range of government regulations, legislative initiatives, stakeholder and public demands, responsibilities to investors and case law. On this episode, Michael Peregrine welcomes Professor Charles Elson, Director of the John L. Weinberg Center for Corporate Governance, for a discussion on the complexities…
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In the rapidly transforming healthcare environment, “consumerism” presents an increasingly critical board oversight challenge. This extends well past the adoption of new technology to improve the patient experience—it’s really about healthcare providers understanding the patient’s perspective and rethinking their approach to doing business accordin…
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While most healthcare companies actively work to promote their ethical standards and values, in a time of rapid industry transformation these codes of ethics can quickly grow stale. In the latest episode of the Governing Health podcast, Michael Peregrine welcomes Chris White, Chief Operating Officer and General Counsel of AdvaMed, to discuss AdvaMe…
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The successful operation of the board’s Audit Committee and its ability to keep up to date with the latest developments is critical to corporate oversight. Given the significant responsibilities imposed on it, however, the Committee can easily become overburdened. Michael Peregrine welcomes Scott Steffens and Mary Torretta of Grant Thornton to help…
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Directors are constantly focused on the exercise of their fiduciary duties; what they are and how they should be applied. For nonprofit boards, the state attorney general has a similar interest, for the AG has primary jurisdiction over how nonprofit directors exercise their duties. In the latest episode of Governing Health, Michael Peregrine welcom…
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Economic trends and indicators have significant implications for health care boards. In the latest episode of the Governing Health podcast, Michael Peregrine welcomes back John Challenger, CEO of executive outplacement firm Challenger, Gray & Christmas, to discuss what the finance, human resources, executive compensation and succession planning com…
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As health system boards pursue transformative opportunities in response to the pressures of disruption, innovation and evolution in delivery models, they are pushed outside of their historical comfort zone. The stakes are high: the radical decisions made today will have lasting and dramatic impacts on the sustainability of the organization. The boa…
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Health care organizations seeking to respond to disruption, digital innovation and evolution in delivery models are consolidating at a rapid pace. These initiatives often involve significant risks, major mission shifts and challengingly short windows of opportunity—and the board's traditional approach to decision-making increasingly falls short. Ca…
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In this episode, host Michael Peregrine discusses current trends in health care executive compensation decisions and the importance of the Board of Directors in making these complex and highly scrutinized decisions. Guests: Tim Cotter, Managing Director of Sullivan Cotter and Ralph DeJong, Executive Compensation Partner, McDermott Will & Emery.…
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The new governance challenges facing boards are dramatically changing the approach of the nominating committee to board composition. Just what is the most effective mix of thought, background, expertise and experience to fill the board? To help us uncover trends in board composition, and how matters of organizational dynamics and legal requirements…
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The responsibilities of health system directors are significant and increasing, and engagement is a major concern, which is why director compensation has become a hot—though controversial—topic for large health systems. While it isn’t yet widely accepted in the nonprofit sector and may be difficult to implement, compensation may be a critical talen…
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Executive compensation is always an important topic for the board, made even more critical by the provisions of the Tax Cuts and Jobs Act and recent governance trends. We're joined by two of the leading voices on executive compensation practices in health care: Tim Cotter of Sullivan, Cotter and Associates, and McDermott partner Ralph DeJong.…
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Director engagement is perhaps the most important indicator of a board’s effectiveness and efficiency, yet governance committees often struggle with how best to educate their board members about the essential traits of engagement. Many boards may find value in working with a professional coach to address this and other issues that could be barriers…
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When it comes to preventing corporate scandals, regulators typically look to the board as the first line of defense. This is especially the case in the nonprofit sector, where there is no market factor to provide additional oversight and protection. It is in this context that the board’s audit committee provides particular value. Amongst its many r…
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