Fiduciary Duties

During this webinar governing board members will learn about the three important fiduciary duties: duty of care, duty of loyalty, and the duty of obedience. The presenter will provide practical tips to support board members’ efforts to satisfy such duties and further their health center’s mission.

Challenging Situations in Governance

The governing board must act as a unified group, with a clear understanding of its role and authorities.  In addition, board members have fiduciary duties that govern their behavior.  Failure to abide by such duties, particularly in the context of addressing challenging and/or contentious situations, can undermine the organization.  This webinar will delve into the governance “dos” and “don’ts,” with tips to avoid improper board conduct.

Governing Board Authorities

This webinar summarizes the specific authorities and functions that the board must autonomously exercise, as described in the Health Center Program Compliance Manual. The presenter will highlight how such authorities are assessed in the context of an Operational Site Visit, and will describe common pitfalls and strategies to achieve compliance.

Corporate Compliance: The Board’s Role

The Health Center Program requires that the governing board assure that the center is operated in compliance with applicable Federal, State, and local laws and regulations. A Corporate Compliance Program creates a systematic way for the health center to evaluate and address compliance risk. This webinar will provide an overview of the elements of a Corporate Compliance Program, including defining the role of board members, leadership and the Compliance Officer in developing and implementing the Corporate Compliance Program. The presenter will include key questions board members can ask to evaluate and improve their health center’s Corporate Compliance Program.

Assessing Corporate Consolidation Opportunities: Mergers and Acquisitions

Corporate consolidation is an increasingly common strategy to achieve expansion. With a focus on mergers and acquisitions, the presenter will highlight advantages and common pitfalls to corporate consolidation, as well as key considerations specific to health centers. This webinar will support board members’ efforts to identify and evaluate such opportunities and assure continued compliance with the Health Center Program requirements.  

Identifying and Managing Conflicts of Interest

Every board member owes the health center a duty of loyalty. Specifically, every board member must act in the best interests of the health center and not in a manner that furthers personal interests at the health center’s expense. Impartial decision-making is critical for effective health center governance, and identifying and managing actual and perceived conflicts of interest is key to this process. In this session, the presenter will discuss the basic legal responsibilities board members have as stewards of Health Center Program grant funds, as well as potential pitfalls commonly faced by governing board members, with a focus on conflicts of interest and confidentiality.  

Reviewing Your Health Center’s Audit Report 

The audit report provides significant information regarding your health center financial stability and legal compliance. In fact, the Health Center Program requires that the board review the results of the annual audit to ensure appropriate follow-up actions are taken. This webinar will describe the role of the Audit Committee and will provide board members with the tools to understand and appropriately respond to audit reports.

Board Member Engagement and Participation

This webinar will describe strategies to promote board member engagement and participation through well-written board agendas, workplans, and calendars and the use of board committees as set forth in a health center’s bylaws. For example, assigning board committees responsibility for making recommendations to the full board on specific topics can increase board member engagement. This webinar will be presented by Feldesman Partner, Adam Falcone, who has served as board member and chair of a health center.

“PPS” Fundamentals: Medicare/Medicaid Reimbursement for FQHCs

As federally-funded or look-alike health centers, FQHCs are paid by Medicare and Medicaid under unique cost-related payment methodologies. Under both the Medicare and Medicaid “prospective payment systems,” payment is made a fixed per-visit amount that is intended to encompass the historical costs of furnishing “FQHC services.” This webinar provides an overview of the Medicare and Medicaid FQHC PPSs, emphasizing key considerations for board members, including issues surrounding compliance and patients’ access to comprehensive services.

Risk Management and FTCA Coverage

Risk management programs are key to reducing the risk of adverse outcomes that could result in medical malpractice or other health or health-related litigation. Health centers with malpractice coverage under the Federal Tort Claims Act (FTCA) must provide a report to the board on health care risk management activities and progress in meeting goals at least annually, including documentation showing that any related follow-up actions have been implemented. This webinar will familiarize board members with the key elements of “risk management” and will provide tips for board members to provide meaningful oversight and input. 

CEO Employment Agreements

Employing the CEO of the health center is arguably one of the most important functions of the governing board, and a good employment relationship with the CEO starts with a good employment agreement. The CEO’s employment agreement defines the parameters of the CEO/ Board relationship and allows the Board and the CEO to negotiate their individual rights and responsibilities in the employment relationship. This webinar will address the key considerations and potential pitfalls associated with drafting (or updating) your health center’s CEO employment agreement. 

CEO Evaluations and Compensation

The annual evaluation of the CEO is often the most challenging responsibility undertaken by any governing board. For health center boards, it is made more difficult by the board’s limited direct involvement in day-to-day operations, the lack of human resource expertise amongst board members, and the lack of clear guidelines and policies to provide direction or expectations for how the evaluation process should be conducted. On top of the challenge of conducting the evaluation sits the sensitive issue of determining the CEO’s compensation and benefits. This webinar will discuss the challenges and practical solutions, including a focus on the evaluation methodology, and potential considerations and resources for setting compensation. This webinar will be presented by Feldesman attorney, Michael Golde, who currently serves as a chair of a health center and has otherwise served as a health center director for over 12 years.