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Board and Governance

The MetroHealth System Board of Trustees is composed of ten voluntary members appointed by Cuyahoga County Council. Per Section 339 of the Ohio Revised Code, the trustees are appointed or re-appointed for a term of six years.

The Board and the following board committees meet throughout the year:

Audit and Compliance Committee

The Audit and Compliance Committee shall be responsible for (i) oversight of the quality and integrity of the System’s financial statements, (ii) oversight of the audit and review of the System’s financial statements by the independent auditors, (iii) oversight of the System’s compliance with legal and regulatory requirements and the independence and performance of its independent auditors, (iv) recommending to the Board of Trustees the appointment of the independent auditors, and (v) performing all other functions prescribed by the Board of Trustees and permitted by applicable law.  Unless otherwise directed by the Board, the Audit Committee shall operate pursuant to a charter approved by the Board.  The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas.

Community Engagement Committee

The Community Engagement Committee shall have responsibility for providing governance oversight and support in aligning the System’s community engagement activities with its mission and to address the health needs of the community the System serves and the purpose, functions and responsibilities of the Community Engagement Committee are as provided in its Charter.

Diversity Committee

The Diversity Committee shall have responsibility for identifying and determining the System’s position with regards to current and known diversity issues, and to formulate a program to develop and recommend a sustainable diversity plan for the System:  (i) Outlining the basic strategy for developing a comprehensive, sustainable diversity and inclusion model for the express purpose of delivering high quality accessible care for all patients; (ii) The strategy and governance in addition to addressing areas of access for all will focus on diversity of the institution’s supplier relationships, its employment composition especially in areas that do not reflect its patient population and available talent, and extends to a belief in collaboration and inclusiveness not only in the value of demographic representation but in thought and in the richness of individual beliefs and experiences; (iii) It is the expectation of this committee through its governance that leadership will avail themselves of educational opportunities and exposure to best practices in multiple industries and cultures.  Further governance will encourage a broad based appreciation of inclusion in all aspects of running the System as a means of competitive advantage; and (iv) Through the support and governance of this committee the CEO will be expected to adopt and incorporate these standards in performing his/her duties and similarly will set forth the expectation that all leaders in the System be held accountable for establishing and fostering this climate throughout all aspects of our operations.

Executive Committee

The Executive Committee shall consist of the Officers of the Board: Chairperson, Vice Chairperson and Secretary and may also include no more than two additional Trustees as determined by the Officers. The Committee shall meet up to six times per year, meeting in months when the Board does not hold a regular meeting.  The Committee shall appoint a search committee for a President, recommend removal of a Trustee if necessary, and take action, subject to Board ratification, on behalf of the Board in an emergency situation when the Board cannot be convened.  The Committee shall consider any other items it deems appropriate. 

The Committee shall be responsible for establishing and reviewing the compensation program for the System and the compensation program shall be reviewed annually.  The Committee shall be responsible for review and approval of the organization structure of the System; and oversight of the development and implementation of policies and programs to promote diversity in the workplace.  The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas.

Facilities and Space Committee

The Facilities and Space Committee will be charged with reviewing new construction, remodeling and major maintenance projects and other programs designed to maintain or improve the capital facilities, consistent with the strategic direction of the Board.  The Committee shall review and approve a master plan for the System.  The Committee shall review and approve the space allocation in the System.  The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas. 

Finance Committee

The Finance Committee shall be charged with reviewing the annual operating and capital budgets and monthly financial statements of operating funds as presented by the President and CEO.  The Committee shall have responsibility for review of wage and salary plans and adjustments recommended by the President and CEO.  The Committee shall be involved in actions to provide necessary funds with which to meet the budget and to secure proper sums from governmental agencies for the care of the indigent.  The Committee shall review expenditures of operating funds as required by law or above certain limits set by the Board from time to time.  The Committee shall be involved generally in reviewing and approving any matter affecting the finances of the institution.  The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas.

Governance Committee

The Governance Committee will assist the Board to fulfill its responsibility for ensuring high levels of governance performance including enhanced and focused oversight as well as providing the framework within which the members of the Board of Trustees will carry out their responsibilities and will be guided in the execution of their fiduciary duties on behalf of MetroHealth.  The Governance Committee also would be responsible for formulating policies regarding decision-making and overseeing governance effectiveness and efficiency.

The Committee will:  (i) annually recommend to the Board the appointment of officers of the Board; (ii) identify, evaluate and recommend to the full Board and the “Appointing Authority” qualified individuals as potential Trustee candidates; (iii) ongoing evaluation of and attention to succession planning for Board member; (iv) design and periodically assess the Board’s new Trustee orientation program; (v) develop and prioritize an annual Committee work plan during the first quarter; forward to the Executive Committee for review/input and approval; implement and review the work plan on an on-going basis; forward a report to the Executive Committee prior to the annual meeting detailing the Committee’s activities/accomplishments; assessing its performance; making recommendations for alteration in functions/processes/procedures; (vi) review and approve annual standing committee work plans; (vii) draft policies and decisions regarding governance issues and forward to the Board for discussion/action; (viii) design and periodically review self-assessment and other methods employed to assess our Board and individual Trustees; (ix) direct and oversee our Board’s continuing education and development activities; (x) plan any Board retreats; (xi) in conjunction with the Executive Committee, manage an annual Board calendar identifying where certain Board and/or committee functions should be conducted/completed.  The Committee shall meet four times per year, meeting on a schedule proposed by the Chair of the Board of Trustees.

Legal and Government Relations

The Legal and Government Relations Committee shall have responsibility for overseeing and recommending appropriate policies in the legal and contractual affairs of the institution, including, but not limited to, risk management, claims management, insurance, and compliance programs.  The Committee shall also be responsible for reviewing the bylaws, and requests for changes thereto, in consultation with the Governance Committee of the Board of Trustees, Medical Staff, Foundation, auxiliaries or other self-governing bodies authorized by the Board.  The Committee shall also be responsible for the monitoring of relationships with key elected officials and reviewing reports on various governmental developments and legislative activities at all levels of government.  The Committee shall assist the Board to fulfill its responsibility for ensuring high levels of governance performance and contribution.  The Committee shall also assist the Board in developing Board recommendations to the County Executive and County Council regarding the appointment and reappointment of Trustees; formulating policies regarding decision-making and overseeing governance effectiveness, efficiency, creativity and adaptability.  The Committee is charged with reviewing all Committee Charters from time to time or as requested by the Board.  The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas.

Quality & Safety Committee

The Quality and Safety Committee shall be responsible for reviewing reports and discussing plans in the areas of medical and nursing quality assurance and patient service improvement plans.  The Committee shall ensure that the Board is informed about and involved in clinical (medical, nursing, therapies, etc.) and administrative activities geared toward continually improving the quality of services at the institution.  The Committee shall be responsible for establishing and maintaining external quality, safety and customer service metrics.   The Committee shall ensure that the Board is informed about the range of Committee activities and shall make necessary action recommendations to the Board in these areas.

The Committee also shall be responsible for providing good governance oversight and support to the System’s leadership in connection with the System’s activities relating to promoting and enhancing patient experience and engagement.  The Committee shall be responsible for oversight of and making recommendations to the System regarding:  (i) Developing and implementing a strategy for enhancing and supporting exceptional patient experience; (ii) Review the development of proposed initiatives and projects for Patient Experience and monitor the ongoing performance of these initiatives and activities; (iii) Review reports and evaluate the System’s mission of improving patient experience and engagement; (iv) As needed, coordinate its work with other Board Committees including, but not limited to, the Quality and Safety Committee; and (v) Evaluate progress relating to the System’s objective of enhancing patient experience and engagement.