Governance Decision Authorities Matrix Overview
A Governance Decision Authorities Matrix is a crucial tool that articulates roles and responsibilities for major decision-making within a system. This template provides a starting point for customizing governance structures, focusing on areas like fiduciary responsibilities, strategic planning, quality oversight, and more. Legal counsel's involvement is highlighted for ensuring compliance with bylaws and regulations. The matrix is designed to be adapted and expanded to suit specific organizational needs and should be used alongside committee charters for a comprehensive governance framework.
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Introduction to the Template Governance Decision Authorities Matrix This template is provided only as a starting point for customization. It is not meant to represent how any one system should delegate responsibilities and authorities nor does it reflect legal or regulatory conditions applicable to all systems. The template does not include all responsibilities for which you may wish to specify decision-making roles and authorities. Instead, for each section, a sample starting list is provided. You should modify, add, and delete content as needed. IMPORTANT It is essential that legal counsel be actively involved in the development of the Governance Decision Authorities Matrix and hold final approval authority for its recommendation to the Board. Legal Counsel should ensure that the Matrix is clear and conforms to the Bylaws, all state and federal laws, and all regulatory requirements. INSERT ORG NAME HERE Governance Decision Authorities Matrix 1
Introduction to the Template Governance Decision Authorities Matrix A Governance Decision Authorities Matrix serves to articulate the authorities and roles around major decision making for: Fiduciary Responsibilities Corporate Member, if relevant The health system board Direct subsidiary boards (As relevant) system committees The health system CEO Matrix is typically organized around: Mission/Strategic Planning Governance Quality Policy/Oversight Financial & Compliance Policy/Oversight Community Benefit & Advocacy Executive Oversight If You Decide to Include a Column for System Committees The responsibilities outlined in this template Matrix focus on implementation responsibilities for major policies approved by a Board, a Committee, or elsewhere within the governance structure. The Matrix should be used in conjunction with Committee Charters for a more complete understanding of delegated governance roles and responsibilities. Many additional responsibilities that are not outlined in this template Matrix typically are delegated to Committees. INSERT ORG NAME HERE Governance Decision Authorities Matrix 2
Governance Decision Authorities Matrix First Step: With Legal Counsel, Define Preferred Terminology & Identify Examples to Help Clarify How to Read the Matrix Terminology Definition Examples/Commentary (Typically held by Corporate Member, if any). To have final decision-making authority but without the power to initiate or change a recommendation. Corporate Member must ratify System Mission and Vision. Ratify If a Corporate Member exists, for relevant responsibilities the System Board may approve and recommend. May be used by System Board where regulatory compliance requires a formal hospital/subsidiary board approval. To review and make the final decision (accept, adopt, amend, disapprove, modify, or send back for further consideration), acting in a manner that reflects the system s mission, vision, and values and is in the best interest of the system; monitor effectiveness of those responsible for carrying out the decision. (If a Corporate Member exists, for relevant responsibilities the System Board may approve and recommend. ) System Board approves the System strategic plan and approves or disapproves recommendations from its Committees or the CEO/management. Approve Most approval authorities are retained by the System Board. The matrix outlines when a specific authority or within what limits an authority is delegated to or exercised by a subsidiary board, management, or a committee. To directly participate in discussion, development, and/or evaluation processes. Where indicated, includes formulating a recommendation for System Board approval. System Governance Committee participates by reviewing and recommending to the System Board a slate of Board nominees. Participate Finance Committee participates by reviewing and recommending to the System Board annual operating and capital budgets. To be fully accountable for implementing, monitoring, and/or evaluating. Management is delegated many responsibilities for implementing Board policies. Responsible Committees are delegated many responsibilities for monitoring or evaluating performanceto ensure that the organization is achieving its objectives. To receive information and provide comments that are appropriate or necessary to the System Board, the System Chair, the System CEO, or other System senior management. Governance Committee provides input to the System Board Chair related to his/her appointment of Board Committee members/Chairs. Provide Input/ Receive Information INSERT ORG NAME HERE Governance Decision Authorities Matrix 3
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO MISSION/STRATEGIC PLANNING Development of or revision to System s Mission and Values Participate (recommend) Participate (recommend) Approve System Vision and Strategic Plan Participate (recommend) Approve Input Agreement of consolidation or merger for System or any subsidiary Finance Committee Participate (recommend) Ratify (for System consolidation/ merger) Approve* (ratify for subsidiaries) Approve for Entity Participate Significant investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving System or any subsidiaries Finance Committee Participate (recommend) Participate (recommend) & Responsible Approve Determination of service portfolio including discontinuation, addition, or expansion of programs, services, and initiatives offered Finance Committee Participate (evaluate) Input Participate (recommend) Approve (re: impact on entity) *May also require recommendation if there is a Corporate Member. Ratify (Typically held by Corporate Member, if any). To have final decision-making authority but without the power to initiate or change a recommendation. Approve To review and make final decision (approval or disapproval), acting in a manner that reflects System' Mission, Vision, and Values and is in the best interest of the system; monitor effectiveness of those responsible for carrying out the decision. To directly participate in discussion, development, and evaluation processes. May include formulating recommendation for System Board consideration. Participate To be fully accountable for implementing, monitoring, and/or evaluating. Responsible Provide Input/ Receive Info To receive information/provide comments that are appropriate or necessary to the System Board, the System CEO, and other System Senior Management. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 4
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO GOVERNANCE Appointment and/or removal of Directors of the Corporation Gov. Committee Participate (recommend) Approve* & Recommend Participate Approve Appointment and/or removal of Directors of Direct Subsidiaries Gov. Committee Participate (recommend) Participate (recommend) Approve Participate Gov. Committee Participate (recommend) Approve System level Approve entity level Establishment of Committees of the Board Participate System Board Chair Appoints for System Cmtes Entity Board Chair Appoints for Entity Cmtes Appointment and/or removal of Chairs and members of all Standing Committees and all special committees Gov. Committee Input Input Revisions to Governance Authorities Matrix Gov. Committee Input Approve Input Revisions to or restatements or repeal of Bylaws or Articles of Incorporation for System Participate (recommend) Approve* Ratify *May also require recommendation if there is a Corporate Member. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 5
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO QUALITY POLICY/OVERSIGHT Development of a multi-year System Quality & Value Work Plan with long-term and annual improvement targets Approve including entity Quality Improvement Programs Approve & Recommend Entity Quality Improvement Programs Quality/ Value Cmte Participate (recommend) Participate Development of performance objectives and plans for sustaining high levels of physician, employee, and patient satisfaction Quality/ Value Cmte Participate (recommend) Approve Responsible Establishment of standards for practitioner credentialing across the health system Quality/Value Cmte Participate (recommend) Participate (approve) for Entity Approve Responsible Appointments, reappointments, or revocation or restrictions of appointment to the Hospital Medical Staff, upon recommendations from the Hospital Medical Executive Committee Approve Responsible Amendments to Hospital Medical Staff Bylaws, prepared by the Medical Staff Approve Participate *May also require recommendation if there is a Corporate Member. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 6
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO FINANCIAL & COMPLIANCE POLICY/OVERSIGHT Establishment of annual System operating and capital budget Finance Cmte Participate (recommend) Approve Participate Establishment of or revisions to System Investment policies Finance Cmte Participate (recommend) Approve Participate Establishment or revisions to Retirement Plan policies Finance Cmte Participate (recommend) Approve Participate Incurrence of debt (including but not limited to loans, notes, bonds, and mortgages) Participate (recommend) if entity s revenues or assets are pledged/ encumbered Finance Cmte Participate (recommend) Approve Participate Sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the Corporation Ratify if >50% of System property or assets Approve* (Ratify for subsidiaries) Finance Cmte Participate (recommend) Participate (recommend) for entity s assets Participate Approval of annual compliance plan Compliance Cmte Participate (recommend) Approve (Continued) *May also require recommendation if there is a Corporate Member. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 7
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO COMMUNITY BENEFIT & ADVOCACY Adoption of Community Health Needs Assessment(s) (CHNAs) developed in compliance with federal, stat, and/or regulatory requirements Quality/Value Cmte Input & Coordination Approve Hospital CHNA Report Information Responsible Adoption of CHNA Implementation Plan, consistent with requirements of federal, state, and/or regulatory requirements Quality/Value Cmte Input & Coordination Approve Hospital CHNA Implementation Plan Responsible Establishment of overall System philanthropic/ fundraising plan Finance Cmte Input Approve Responsible Establishment of annual goals for system s public advocacy efforts, including interactions and participation with state and local government Approve Responsible *May also require recommendation if there is a Corporate Member. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 8
INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix Content is illustrative Direct Subsidiary Board Corporate Member System Board System Committee Responsibility System CEO EXECUTIVE OVERSIGHT Selection and appointment of System CEO Exec Comp Recommend Ratify Approve* Selection and appointment of senior management other than System CEO Input Information Approve (Entity President) Establishment of total compensation philosophy and compensative practices for senior executives Exec Comp Recommend & Monitor Approve Participate Retention of qualified independent compensation consultant and other expert advisors as the Executive Compensation Committee deems necessary to fulfill its responsibilities; and determination of the compensation of such advisors Exec Comp Approve Information Input For System CEO: Annual performance objectives, performance assessment, and determination of total compensation package including any variable pay awards Exec Comp Participate (recommend) Input goal setting & perf. Evaluation Approve For senior management other than System CEO: Annual performance objectives, performance assessment, and determination of base compensation Exec Comp: Input Input Approve (Entity President) *May also require recommendation if there is a Corporate Member. INSERT SYSTEM NAME HERE Governance Decision Authorities Matrix 9
