In 2010, three large healthcare organizations merged to become the University of Arizona Health Network. Among the immense governance challenges created was that the UAHN board of directors became an “amalgamation” of 27 members from the three organizations—dysfunctional from the start, according the Steve Lynn, the board’s current chairman.
One factor playing into this was that the way in which the organizations were brought together was not accepted by all board members, many of whom took their gripes to parties outside the boardroom. Eventually, the state’s governor had to step in and insist upon an oversight committee to assist in creating a new governance structure for the network. “We were factionalized at the inception,” Lynn says.
Hospital Board Makeover
Fast forward to the present day, and UAHN’s board is, by all accounts, no longer dysfunctional. Following the oversight committee’s assessment, experts from Witt/Kieffer’s Board Services practice were enlisted to bring an objective viewpoint in, “wipe the slate clean,” in Lynn’s words, and reconstitute the board.
The process of evaluating needs for a new board, identifying and selecting candidates, and completing the restructuring took approximately five months, with Jim Gauss, frequently on-site. The end result was a reconstituted board with 17 members, nine community members and eight university-affiliated members, most of whom were new to the board.
“I’ve been on boards for over 40 years, and I’ve chaired boards for almost that same length of time, and I’ve never seen a board come together to function properly as quickly as this board has,” Lynn says.
According to Gauss, “It was absolutely critical that the skills sets needed by the new board were understood and well articulated” to all stakeholders, and that those stakeholders were kept well informed of the process of selecting new board members and leaders. Just as important as identifying individual skill sets was considering how the board members would gel as a group, he says.
Candor and clarity were also critical, Gauss says—letting potential board candidates hear good news and bad in a timely fashion as decisions were made.
For other organizations reconstituting their boards, the thing to remember, says Gauss, is that board composition should follow strategy. “Be as clear about the future of the organization as possible,” he advises.
Read more on how the project succeeded.
By Paul Thomas, Witt/Kieffer Senior Writer (@PaulWThomas)