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Summer 2022


Is Your Board Overloaded?

Will Latham, MBA, President
Latham Consulting Group, Inc., Chattanooga, TN

Many anesthesia group boards meet late in the day after a full clinical load. Exhaustion can set in, and board members can be overloaded. This may result in work not getting done or make it more difficult to find individuals to serve on the board.

Many anesthesia group governing boards often get mired down while addressing important group issues or trying to make decisions. They also have a tendency to micro-manage rather than govern. Following are some ways to overcome these challenges.

Send It to Committee

We have found that the best medical group boards use their committees to process information prior to the board addressing an item. When an item is raised at the board level, the first step of the committee is to:

  • Define the scope of the issue.
  • Gather needed data.
  • Analyze the data.
  • Recommend a solution.

Once the committee has developed a solution or recommendation, this information should be presented to the board. However, the board must be extremely careful to not redo the work of the committee. If the board feels the committee has not completed the assignment, it should be sent back for further work.

In addition, the board should make every effort to accept the committee’s recommendation. Why? If the board members always reject the recommendations or re-does the work, the committees will reach the conclusion that their thoughts are not being considered and stop doing the work.

Naturally, the above assumes that the group has done a good job in establishing committees to get group members involved and share the administrative workload. The board should create a committee “Charter” for each committee (an example of such a charter is found in Exhibit 1) and outline:

  • What are the on-going responsibilities of the committee?
  • What authority does the committee have (for example, can they spend money, make certain decisions, etc., without coming back to the board)?
  • Who is the chairperson and who are the members?
  • What is the timeline of work being completed? If the answer is “whenever,” you may want to seriously consider whether or not the committee is even needed.
  • What is the compensation for serving on the committee? • What is the annual work plan for the committee? This is where the board can outline its expectations for specific projects they would like the committee to work on in the coming year.

Disruptive Behavior

Many medical group boards get bogged down dealing with physician behavior issues. Hours and hours can be spent investigating and discussing disruptive behavior.

Although the board is typically the final decision maker in regards to fining or terminating a physician, much work can and should be done by a “Professional Practice Committee.”

This committee exists to consider physician conflict, physician performance and quality assurance concerns for the practice. The committee will either work to resolve issues on its own or bring matters to the attention of the board for resolution. In most situations, this committee does not have the power to censure or take action against a physician. Instead, it serves as an intermediary step or process to try to resolve the issues before significant steps are taken. A policy for such a committee may be found in Exhibit 2.

Avoid Micromanagement through Setting Policy

As a board tries to do its work, it’s often tempted to move from “governance/ oversight” to micromanagement of the organization. The best way to avoid this is to focus the board on setting “policy” rather than on making specific decisions.

A “policy” is a statement which guides and constrains the subsequent decision making. In setting policy, you try to specify the end rather than the means.

In setting policy, the board should identify what is to be accomplished and a range of acceptable and unacceptable means for achieving the objectives. This could include a set of directives for how the group will operate in the future or instructions for management to implement.

To help the board avoid micromanagement, it’s often helpful to remind them that they don’t have to (and shouldn’t) make each and every decision. The board has options, which include:

  • Request proposals and recommendations from management prior to making a decision. Example: “We need to avoid problem X. Management, please develop a set of alternative methods to achieve this end.”
  • Delegating decision-making authority with constraints. Example: “We need to avoid problem X. Management, please develop a set of alternative methods to achieve this end, but it must cost less than $50,000.” • Delegating decisions with exceptions. Example: “We need to avoid problem X. Management, please develop a set of alternative methods to achieve this end, but it must be a process solution rather than a technology solution.”
  • Retain authority and make decisions itself.

The best boards always think: “is this something that management or a committee should decide once we’ve provided guidelines?”  The best boards spend most of their time setting policy.


For more than 30 years, Will Latham, MBA has worked with medical groups to help them make decisions, resolve conflict and move forward. During this time he has: facilitated over 900 meetings or retreats for medical groups; helped hundreds of medical groups develop strategic plans to guide their growth and development; assisted over 130 medical groups improve their governance systems and change their compensation plans; and advised and facilitated the mergers of over 135 medical practices representing over 1,300 physicians. Latham has an MBA from the University of North Carolina in Charlotte. He is a frequent speaker at local, state and national, and specialty-specific healthcare conferences. He can be reached at wlatham@lathamconsulting.com.