Hackensack University Medical Center has a long history as a “good corporate citizen”. An important aspect of corporate governance is the nature and extent of the accountability of individuals in the organization and the mechanisms in place that help reduce or eliminate any incidence (whether real or perceived) of impropriety.
In light of national corporate scandals and the enactment of the Sarbanes-Oxley Act the Medical Center sought to enhance its existing policies regarding corporate responsibility. We have developed a comprehensive response to this national sensitivity and have materially improved our Corporate Governance policies (see below) and the Bylaws of Hackensack University Medical Center Board of Governors and the Bylaws of it’s parent company, Hackensack University Health Network. In particular, the Board of Governors of Hackensack University Medical Center has adopted new policies to address a Board member’s fundamental duty to fully disclose potential and actual conflicts of interest, as well as the Board member’s duty of loyalty. The governance policy amendments relating to duty of loyalty were adopted within the context of a broader organizational initiative with respect to the corporate responsibility environment.
When the Board Committees of the Medical Center were reorganized, an Advisory Board was created. This new board is comprised of community members and other individuals who might not otherwise serve on the HackensackUMC Board of Governors but having the necessary expertise and experience to support the ongoing activities of the Medical Center. Other key committees of the Board are the Finance Committee, the Audit and Compliance Committee, the Board Development Committee and the Governance Committee. The Board Development and Governance Committees reside with the parent company (Hackensack University Health Network).
Expectations for Governance
The board membership has the responsibility of endorsing directional policy, approving the Medical Center’s mission, appointing, supervising and remunerating senior executives, ensuring the fulfillment of its charitable purpose and compliance with all other applicable regulatory requirements. Additionally, all parties to corporate governance have an interest, whether direct or indirect in the successful financial performance of the organization. These board governing documents were designed to be supportive of a diverse and experienced Board and, recognizing that conflicts of interest will unavoidably arise from time to time, assure that conflicts are addressed. The most critical aspects of solid conflict management are full disclosure and proper review; this process is an integral charge of the Governance Committee. Annually the Conflict of Interest policy and questionnaire is distributed to all members of the Board of Governors, with dedicated follow up to ensure a 100% response. Board members are educated regarding the importance of full disclosure when filling out the annual conflict of interest questionnaire and the increased focus on conflicts and independence issues at the Board level by the Internal Revenue Service.
Corporate Governance Policies