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Board Member Job Description
The board must govern the Palomar Health’s efforts in carrying out its mission to heal, comfort, and promote health in the communities it serves by carrying out their fundamental duty of oversight through the duties of care, loyalty, and obedience.
The board member must act in good faith, and carry out their duties in a manner that is in the best interest of the organization, not the individual interests of the board member. Each board member is also entrusted with individual responsibilities. The obligations of board service extend well beyond the expectations of attending meetings or participating in hospital events. They must meet the higher standards of personal conduct and do not get special privileges or authority
Board Member Expectations:
• Know Palomar Health’s mission, purposes, goals, policies, programs, services, history, strengths, and needs.
• Perform the duties of board membership responsibly and according to the duties of care, loyalty, and obedience.
• Prepare for the policy discussions and decision making that is required for governance excellence within the organization.
• Undertake special assignments willingly and enthusiastically.
• Avoid prejudiced judgments on information received from individuals and urge those with grievances to follow established policies and procedures through their supervisors.
• Avoid asking for special favors of the staff, including special requests for extensive information, without prior consultation with the CEO, board, or appropriate committee chairperson
• Know the difference between the board’s role and the role of the CEO
• Support and counsel the CEO through difficult relationships with groups.
• Participate annually in educational opportunities to remain current on changing trends and issues affecting governance.
Board meetings are the center of governance and significantly influence the quality of governance. Individual board members are expected to:
• Prepare for board and committee meetings, including appropriate organizational activities
• Participate in board and committee meetings with forethought, courtesy, critical thinking and analyses, and attention to results.
• Ask timely and substantive questions at board and committee meetings consistent with the board member’s conscience and convictions, while simultaneously supporting the majority decision on issues decided by the board.
• Main confidentiality of the board’s closed sessions, and speak for the board or organization only when authorized to do so.
• Suggest agenda items periodically for board and committee meetings to ensure that significant, policy-related matters are addressed.
Conflict of Interest:
Conflict of interest, confidentiality, and disclosure imply a code of conduct and ethical behavior. Board members should avoid using their power, position, or information derived from their situations to influence organizational activities and decisions. Individual board members are expected to:
• Fully understand the organization’s definition of an independent director and disabling guidelines, and be aware of his/her independence status and limitations in business ventures with or those that directly compete with the organization.
• Serve the organization as a whole rather than any special interest group or constituency.
• Disclose any possible conflicts to the board in a timely fashion.
• Maintain independence and objectivity and act with a sense of fairness, ethics, and personal integrity, even though you may not be required to do so by law, regulation, or custom.
• Never offer or accept favors or gifts from anyone who does business with the organization.
Board Time Commitment
Board meetings (monthly): 2-3 hours
1-3 Committee meetings (monthly): 1-3 hours each
1-3 Social events (monthly): 1-3 hours each
Meeting Prep: 1-2 hours/meeting
Meetings with EVP (monthly): 1 hour
Meetings with CEO (monthly): 1.5 hours
Outside education/readings: 2-4 hours monthly
Travel outside of local area: 1-2 times per year