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Balancing Governance and Management Discussion Guide

Balancing Governance and Management Discussion Guide

Watch the Governance and Management Webinar Here
Download the Session Slides Here

Prepared by
James A. Rice, Ph.D.
Brian E. Rice, MHA

Series Preface:

This discussion guide is part of an “ACHD Governance Toolkit” composed of a series of six recorded webinars organized by the Association of California Healthcare District (ACHD) to encourage and support healthcare district boards of directors to further enhance the performance of their governance models and practices. The six topics addressed are:

  1. Community Engagement
  2. Balancing Governance & Management
  3. Board Orientations
  4. Strategic Planning
  5. Board Self-Assessments
  6. Board Education Programming

The six programs consist of an approximately 15-minute video with a downloadable slide deck, and a short discussion guide to stimulate healthy conversations between the CEO and the board about practical ways they can collaborate for more effective and efficient board decision making in each topic. The programs are also intended to help encourage healthcare districts to consider the successful completion of ACHD Certification.

The ACHD Certified Healthcare District Program promotes good governance for healthcare districts by creating a core set of accountability and transparency standards. This core set of ACHD standards is known as Best Practices in Governance and districts that demonstrate compliance are designated by ACHD as a Certified Healthcare District for a period of three years. Find more information on our website.

Each of the six webinars can be optimized when the Board Chair and CEO collaborate to organize a five-step program of education for the coming year.

The five-step process for your board-CEO conversation to address these topics is suggested to be:

  1. The CEO and Board Chair reaffirm their shared commitment to the continuous enhancement of the board’s education and capacity development. Jointly express this commitment at the beginning of each year.
  2. Adopt a board policy of continuous board development that embraces:
    * Periodic CEO briefing materials on topics relevant to the strategic plans and challenges of the healthcare district.
    * A calendar of speakers in routine board meetings on hot topics to help the district’s vitality.
    * Organization of a “Symposium” on board best practices with other community organizations and associations for joint learning and community leader networking.
    * Participation in small groups of district board members at ACHD or other state conferences on strategic issues and trends.
    * Organization of customized educational readings or mentors for each board member based on their unique needs and requests.
  3. Organize a 30-minute educational session during a Spring and Fall board meeting to focus on one or more of the six Webinar topics. Ask one board member to team with a member of management and/or the staff to jointly present, and help guide the discussion around the webinar and this Discussion Guide. This team approach helps build interest, ownership and shared responsibility among the board for its ongoing development.
  4. Encourage all board members to watch to the short video recording of the webinar before the scheduled discussion session. All should come to the discussion session ready to contribute in these ways:
    * Assess how well this topic is being addressed in your healthcare district;
    * Bring questions and ideas about how your district might better address this topic in the future; and
    * Bring some suggested resources that might help your healthcare district enhance its learning and planning for this topic.
  5. Conduct a collegial assessment of each program to see how its value to your district could best be optimized in the coming year. Share your ideas with the ACHD staff.

Thank you again for all you do for the people of your healthcare district, and for the enhanced performance of your healthcare district board work!

Contact ACHD staff at any time with questions, or contact us at

Let’s begin moving though this discussion guide.

Balancing Governance and Management


Thank you for your interest in exploring how your healthcare district board might better understand and develop its capacity for enhanced clarity and effectiveness of the roles for good governance & management. Our experience indicates that a lack of clarity and optimized coordination between the board and the CEO and her/his management team leads to not just frustrations among all parties, but sub-optimal results for the healthcare district.

This discussion guide is not a stand-alone document. The guide is to be used in conjunction with the corresponding recorded webinar and slide deck. We encourage your board and CEO to collaborate in a five-step process of conversation and shared strategic thinking and planning to support your board members, individually and collectively, to be more effective in establishing and nurturing community partnerships by new strategies and structures for balanced roles of the board and management.
This Discussion Guide is organized to answer these questions:

  1. What is “Governance” and “Management””?
  2. Why is role balance and clarity important?
  3. Common issues or challenges?
  4. What can boards do to be more successful?
  5. Where to secure resources for further educational insights on this topic?

Within each of these five sections, we pose a series of questions to guide your conversations about how to best enhance your understanding of the differences, and how to best balance the roles of the board and your management team to accomplish the mission of your healthcare district.

1. What is “Governance” and “Management”?

Our work with boards often surface questions from both CEOs and Board Chairs about how to avoid confusion regarding the role and work of the board compared to the management team.

Board and managers both want to maximize balanced collaboration between the perspectives and work of the board in support for the plans and operations of the healthcare district, but not slip into micro-management, or inadequate creativity and sense of ownership. We believe a foundation for the collaboration begins with simple definitions:

Governance: is a structured group decision making process by people entrusted to play a “fiduciary role” to establish the direction, policy framework, secure resources, and monitor progress to plans on behalf of the organization’s mission, and to benefit key stakeholders of the healthcare district.

Management: is a coordinated team of leaders assembled by the CEO (the only employee of the board) to partner with the board to develop strategies and execute the tactics, policies and plans designed to serve the organization’s mission and beneficiaries.

Both are essential sides of the same coin of mission pursuit. The list below is helpful to make distinctions between leaders and managers. The board creates the conditions within which great leadership and management can flourish. Both managers and leaders are essential in modern health sectors to achieve high performance results. They can achieve more together than separately, in the following ways:

  1. Leaders optimize the upside; managers minimize the downside. Both together net more.
  2. Leaders envision possibilities; managers calculate probabilities. Both together win more.
  3. Leaders focus on the ends; managers focus on the means. Both together reach more.
  4. Leaders focus on the what; managers focus on the how. Both together do more.
  5. Leaders prepare beyond the limits; managers focus on execution within limits. Both together perform better.
  6. Leaders generate energy; managers preserve energy. Both together energize more.
  7. Leaders seize opportunities; managers avert threats. Both together progress more.
  8. Leaders are the first ones onto the battlefield; managers are the last ones off. Both together triumph more.
  9. Leaders amplify strengths; managers reduce weaknesses. Both together develop more.
  10. Leaders provide vision; managers provide execution. Both together achieve more.
  11. Leaders do the right things; managers do things right. Both together is the right thing.
  12. Leaders drive change; managers maintain consistency. Both together continuously improve.

Both together yield the greatest harvest.

Questions to stimulate your conversations about how you may choose to define the relative roles of the board compared to leaders/managers are shared here:

  • How do your current job descriptions for a board member compare to the job description for your CEO? What are the similarities, and differences?
  • How have you established a consensus about how you measure for the CEO’s success, compared to the metrics for the board’s success?
  • How might you invite in local community leaders and board members to discuss how they have chosen to differentiate between the work and competencies of their great managers and great board members?

2. Why is role balance and clarity important?

High performing board-CEO partnerships are much more likely to yield these benefits:

  • Fewer errors in stakeholder communications & enthusiasm
  • More effective board meetings
  • Sharper focus on strategic service and financial plans
  • Enhanced morale and collaboration with providers
  • Better media relations
  • More effective donor relations
  • Less turnover of board and staff

What might you describe as the advantages from a well-defined set of accountabilities between the board and management of your healthcare district?

If confusion exists over roles, what might be the difficulties, distractions, and dilemmas of this lack of clarity?

3. Common issues or challenges?

While most boards acknowledge the value of balanced roles of the board and management, the pressures to enable the healthcare district to be agile, responsive and successful can cause board members to be too helpful, and CEOs not to fully engage the board in key decision-making or ask too late for board participation. As a result, we see these challenges:

  • Board members slide into micro-management distractions, such as:
    • Unplanned walking tour of departments and district facilities
    • Pressure to hire certain staff or contractors
    • Second guessing terms of agreements
  • Management withholds difficult news until a crisis stage
  • Mixed signals about coordination and collaboration appear as “fault lines” to providers, unions, public, staff, payers and donors. This confusion can lead to eroding morale and enthusiasm. This distraction can frustrate achievement of the healthcare district’s vitality.

For your healthcare district, how might you address these questions?

  • What are 1-2 examples where a board member may have overstepped from their strategic policy level role into the tactical and operational work of management? How might this situation have been better managed?
  • What are 1-2 examples where the CEO was been perceived as not providing enough lead time or information about a strategic issue facing the healthcare district’s plans or performance, and what may have caused this oversight by management? How could this situation have been better managed?

4. What can boards do to be more successful?

High performing boards proactively identify threats to a healthy CEO-board partnership, and then seek to minimize the distractions. Our work indicates the following strategic initiatives can be very helpful to build a desired balance of roles:

  • Establish a better sense of role clarity in board recruitment, onboarding, and annual performance reviews of board & CEO, in a periodically updated “Authority Matrix” of who does what, when, and how
  • Conduct competency mapping to help ensure better use of board talent. Each board member can contribute 4-5 key competencies to the work of the healthcare district. Ask and document the unique profile of each board member’s skills and experiences that could help optimize focus
  • Provide coaching support for Board Chairs to cultivate a culture of balanced board member contributions to the strategic planning and oversight of the healthcare district’s performance
  • Encourage the CEO to conduct more frequent, effective and transparent communications about the district’s threats, plans for growth, strategic quality plans, new community partnerships, and ways to enhance provider relationships, pride and performance
  • Conduct joint educational programs that offer orientation to “Appreciative Listening” among all parties
  • Jointly organize tours and visits with key stakeholders by teams of board members and managers to enhance rapport and common insights needed for the success of the healthcare district
  • Build an enhanced Culture of Celebration Trust and Collaboration

Discussion questions to encourage healthy dialogue between the board and management about positive collaboration among board members and mangers are:

  • How has your healthcare district celebrated board members and managers that go above and beyond to understand and model behaviors of open communication and trust building?
  • What could be the advantages of updating the board’s job descriptions and code of conduct as a means to enhance collaboration with managers, and how can board members best be encouraged to embrace and follow such guidelines?
  • How can the CEO and management team improve the timeliness, comprehensiveness, and quality of their communications about healthcare district plans and performance?

5. Where to secure resources for further educational insights on this topic?

ACHD members have many sources of ideas and activities they can embrace to enhance the balance and effectiveness of the work of their boards and managers, such as:

Thank You

Thank you again for all you are doing to clarify the roles of the board and management.

Please reach out to ACHD staff for comments or suggestions to improve this board development discussion guide and webinar.

And thank you for all you do for the people you exist to serve in your healthcare district!





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