In recent months, the OIG has paid special attention to the role of company owners and Boards of Directors in compliance. Recently, OIG published Corporate Responsibility and Corporate Compliance: A Resource for Health Care Boards of Directors talking about how important it is for the Board to be involved in creating, funding, setting up and maintaining your compliance program. The OIG expects the Board to educate itself on facility operations, specifically including quality of care issues, and to know enough to understand what’s going on in the facility at all levels, to be directly involved in correcting problems and to ensure proper corrective actions are implemented.
So, what is a Board of Directors? Technically, it’s the group of people appointed by your company’s Owners (individuals or shareholders) to oversee all aspects of company operations. If your company is a limited liability company, you may have members, not Directors. If your company is a partnership, you’ll have partners. The company structure, and the title these folks hold, really doesn’t matter. In its documents discussing the role of company leaders, the OIG usually refers to Boards of Directors. But, their point is this – whoever has the authority to oversee daily company operations must be involved in all aspects of the compliance program, in quality oversight, in billing oversight and in all other aspects of company operations.
Boards of Directors have a fiduciary duty to the corporation that requires them to act in good faith, with the care that an ordinarily prudent person would exercise in like circumstances, and in a manner they reasonably believe to be in the best interests of the company. This includes the duty to be aware of what’s happening in the company by making reasonable inquiries about company operations. Board members are allowed to retain and rely upon outside experts to help them understand, monitor and improve/correct company operations. The OIG has stressed that this includes the duty to understand, monitor and improve/correct quality of care as well.
The OIG has suggested some specific steps Boards or Owners can take to demonstrate their commitment to compliance, including in the quality of care area. They include:
- Require the compliance officer or other appropriate person to make regular reports to the Board about compliance and quality of care.
- Educate Board members and Owners about compliance issues, including quality of care, and use outside, independent experts to help where needed to ensure that Board members and owners have sufficient knowledge to understand what they are hearing and to ask questions where appropriate.
- Provide sufficient resources for compliance activities.
- Require company managers to provide regular reports on quality of care performance, including quality measures and benchmarks (such as quality indicators, annual and complaint survey reports, customer satisfaction and employee satisfaction data), along with financial benchmarks.
- Validate reports on quality of care received from company management, using outside objective experts where appropriate.