The ASC Physician Board Member

By Charles Townson, FACHE

You have worked extremely hard to develop your ambulatory surgery center (ASC) — from land acquisition, stock offering, construction, and finally, opening the facility. During this period of time, countless hours have been consumed in one meeting after another planning for the center. Now that the center is operational, does this mean the work of planning and oversight has ended? To the contrary, you now need to insure that ongoing direction and oversight is accomplished. This article addresses some of the key roles and responsibilities of an ambulatory surgery center physician board member.

Depending upon the structure, size, and composition of an ASC, there will typically be a group of individuals charged with oversight of the center. Common terms used are board of directors, board of managers, or governance committee. Regardless of nomenclature, this group is critical to the long-term success of the ASC.

Composition of the board is most typically defined in the legal documents that established the ambulatory surgery center. For example, a joint venture facility between physicians and a hospital may specify a number of physician representatives and a number of hospital representatives. This management document would also typically outline the length of term and election or appointment process for the board members.

An interesting implication for many physicians involved in surgery centers is the need to perform functions as a board member that are unfamiliar to him or her. Thus, difficulties can arise if a surgeon does not understand and carry out his duties as a board member for the facility he or she represents. The following highlights some examples and give practical tips to help you succeed in the role of ASC board member.

First, your role as a board member is to think about the center from a strategic point of view. This view is long term in nature and is not focused on today’s hot operational issue or problem occurring within the center.

Here are some questions you need to be considering in this role:

• What are the strengths and weaknesses of the center?
• Is the center attracting new, young surgeons?
• Are there new procedures or technologies we should evaluate for possible inclusion?
• What does the competitive landscape look like in the next three to five years?
• How will the payor or regulatory environment impact the center?

Once these and similar questions are analyzed, the board should incorporate its findings into an overall strategic plan for the center. Parts of the plan may include physician recruitment, technology acquisition, capital needs, and human resources. As a board member, you may be asked to provide leadership in one or more of these areas. For example, you might be asked to chair a committee responsible for capital budgeting. Ongoing, regular updates on each major strategic area should be presented and discussed by the board members.

Another important role you play as a board member is oversight of the facility. This function is important to ensure that management is following and carrying out actions consistent with the board’s overall strategic direction for the center. Areas of focus here would include items such as quality of care, patient satisfaction, financial performance, human resources, risk management, and compliance/audit. In this role you may often give guidance and direction to management or be asked to approve recommendations from management.

Given the importance of your role as a board member, there are some practical “do’s and don’ts” that can help you be a more effective board member. Here are a few:

• Put the long-term interest of the ASC first over any personal interest or interest of your partners.
• Do not get involved with daily operational issues of the facility. Instead, let management do the job you hired them to do and hold them accountable to the board.
• Steer clear of involvement with human resources issues with staff. As a board member, you will be approached by employees who have an issue with management decisions.
• Your role is to insure appropriate policies are in place which management then carries out.
• Ensure you are getting the data and information you need at board meetings to carry out your duties. Make sure you are confident of the accuracy of this information.
• Provide feedback to management via a formal evaluation process carried out by the board on a regular basis.
• Evaluate your performance as a board member and give input to the overall performance of the board. In other words, rate yourself and rate the board as a body.
• Ensure that an independent, outside audit is conducted and that an effective regulatory compliance program is in place.
• Communicate with other physicians who are either investors or users of the center.
• Listen to their ideas and concerns and communicate the strategic direction approved by the board. Identify other physicians who could become future leaders as board members and groom them to assume leadership roles.

Due to the nature of the ASC industry, we often focus on start-up and operational issues. Once your center is open (especially if it is profitable), it is easy to conclude less oversight is required. Just as important, however, is the role of the board in order to insure the long-term success of the venture. While it is easier (and often seen) to reduce the amount of time spent on strategic issues after a center opens, this can prove to be catastrophic. An effective ASC board of directors, carrying out these strategic functions effectively, will greatly increase the probability of your ASC being successful for many years to come.