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THT's Governance Thought Leadership Series

What Every Organization Should Ask Prospective Board Members

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Serving on a health care board brings its own unique challenges and requirements. The conditions and terms differ depending on the ownership type and size as well as the organization’s strategic vision. When looking to recruit a board member, there are many important considerations to make in order to bring a strong leader onto the board. Here are five questions for a search committee to keep in mind:

1. Why do you think you are a good fit for this board?

It’s critical that any potential board member understand the commitment they are being asked to make: Not only the fiduciary duties associated with being a director – duty of loyalty, care, obedience – but also the expectations and general responsibilities of a director. Often, committees can serve as training ground for novice directors or prospective members who lack board experience. Also ask what experience they have acting in other fiduciary capacities. Knowledge of health care is important but given the complexity of the industry, an explanatory board orientation and continuing education will be key. It’s critical to identify any knowledge gaps, so they can be addressed later.

2. Do you have any conflicts of interest?

Divided loyalties is the hidden landmine that can result in complications (at best) or legal ramifications (at worst) down the road. An unearthed conflict of interest can quickly steer an organization off its strategic course and distract the board. It’s critical that candidates be transparent about current relationships and past affiliations – and that the search committee ask about them. As these numbers indicate, many physicians plan to retire, cut-back on hours worked or patients seen, seek non-clinical roles, or retire from medicine altogether. Hospital executives must consider that a significant number of physicians will be seeking to disengage from clinical roles unless their practice circumstances change for the better. Physician retention programs and physician liaison services will be even more important to organizational success than they have been in the past.

3. Are you prepared for the time commitment?

A director used to be able to miss board meetings – or two, or three. Not anymore. Now, board members are expected to attend every meeting. Some boards keep track of attendance and factor a member’s record when considering an invitation to serve another term. Inquire about a candidate’s existing time commitments and other responsibilities. According to the 2016-2017 NACD Private Company Governance Survey, the average director spends 172.5 hours annual on board-related matters. That’s more than four full-time weeks every year. Potential directors need to have expectations laid out that they should presume a significant time commitment, they’ll be expected to respond in a timely manner and come to meetings prepared.

4. Do you understand the culture of this organization?

Health care organizations often have a deep-rooted and unique culture that stems from their mission and the important work they do. There is a right way to make points, ask questions and raise issues. Exemplary board candidates will do their due diligence and familiarize themselves with a company’s history, culture and operations. That being said, candidates should be comfortable and ready to reconcile differing opinions. Organizations should inquire about a candidate’s ability to handle conflict and their willingness to voice what may be opposing view-points in a respectable manner. Those conducting the search should also try to understand a candidate’s personality, workstyle, leadership style, and values. Importantly, organizations should determine whether the values of the candidate align with that of the company.

5. Can you lead change?

Based on past practices of recruiting board members from close-knit networks, boards often can be filled with like-minded individuals, which can unfortunately lead to group-think, decision-biases, and strategic ineptitude. In their search, organizations should seek out candidates that have unique experiences and diverse perspectives that inspire and inject new ideas, conversations and innovative thinking to the board room. Organizations should ask candidates and themselves how industry trends and challenges may affect the organization and how they can turn these challenges into what they are: opportunities.

This resource, part of THT’s Governance Thought Leadership Series, is provided by Diversified Search. One of the top ten executive search firms in the nation, Diversified Search is also the largest U.S. female-owned and –founded firm in the industry. Headquartered in Philadelphia, the firm has offices in Atlanta, Chicago, Cleveland, Miami, New York, San Francisco, Southern California, and Washington, D.C. Diversified is the exclusive U.S. partner of AltoPartners, a confederation of prestigious search firms around the world established in 2006. Today, the AltoPartners alliance covers 58 offices in 35 countries across the Americas, Europe, the Middle East, Africa, and Asia Pacific. Learn more about them at www.diversifiedsearch.com.


There is a lot to keep up with in health care. Texas Healthcare Trustees is here to help our members, trustees of hospitals and health care systems throughout Texas, with resources that will help to stay up-to-date on important information that can impact how they lead their organization. THT’s Governance Thought Leadership Series is one of many resources THT has available for health care board members. Interested in providing content for THT’s Governance Thought Leadership Series? ContactJessica Hoefling, director, corporate relations, at jhoefling@tha.org.

Opinions expressed in this publication do not necessarily reflect official policy of THT.