Health system governance committees can benefit from consideration of the latest perspectives on corporate governance as promoted by asset managers and institutional investors, the differences between proprietary and nonprofit corporate models notwithstanding. Often times, the evolution of governance "best practices" begins with these perspectives.

For example, the 2018 Proxy Season Review prepared by a major consulting firm identified the following five primary governance priorities of surveyed institutional investors: (i) board composition (e.g. "fresh and different perspectives in the boardroom" with a specific focus on diversity, and "robust" board assessment and director refreshment processes); (ii) board-level competencies that are aligned with corporate goals and long-term sustainability (e.g. specific industry expertise, as well as broad-based expertise in technology and risk management); (iii) increased attention to environmental/sustainability/climate concerns, especially as a potential risk factor (a focus which has yet to arise materially in health care governance); (iv) greater focus on talent and "human capital management," including, but not limited to, diversity and inclusiveness matters and, particularly, the recruitment, training, retention and engagement of the workforce and matters of corporate culture; and (v) executive compensation that is more tied to performance, achievement of corporate strategy, and to satisfaction of corporate values and culture.

BlackRock's 2018 Global Corporate Governance and Engagement Principles set forth its general philosophy on corporate governance matters, with particular focus on topics such as (i) independence guidelines (that are more stringent than those of the listing standards); (ii) the elements of director engagement (including oversight of accounting practices, satisfaction of attendance standards and limitations on outside board service); (iii) board composition and effectiveness, especially with respect to competencies, the selection process, evaluation processes and their outcome, and consideration given to diversity in all of its elements; (iv) board size; (v) CEO and management succession planning; (vi) risk oversight; and (vii) the separation of chairman and CEO positions.

These observations and philosophies are not, of course, binding on nonprofit health systems but they are certainly helpful in framing the discussion of their board governance committees on trends and developments (at least with respect to proprietary corporate governance).

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