American College of Cardiology

Background
There are a number of factors, both internal and external, driving the College’s focus on governance over the last several months. As a general matter, the College faces a critical but exciting time in its history. The last few years have been marked by significant growth in the breadth and complexity of the College’s activities. These changes have necessitated a rapid increase in the number of staff and greater demands on member time to stay current and informed about College activities. As a result, the College is undergoing a rapid and necessary evolution toward a more complex, sophisticated, professional and influential organization compared with ten, five, and even three years ago.

Equally important as these external factors is the primacy of member leadership as the driving force in the College. For such leadership to succeed, information to leadership must flow in a sufficiently timely manner to allow Trustees a thorough and considered review of the issues and activities to allow informed judgments and decisions about the College’s ongoing activities. Similarly important is the relevance and completeness of the information provided as requested. This information is critical to the member leadership’s ability to remain sufficiently engaged in ongoing oversight and assessment of College’s programs and activities.

While recent advancements in reporting and more frequent executive committee meetings have improved the quality and scope of the information flow, the GTF feels that it is critical to reiterate that this level of communication must be sustained over time to ensure a healthy and collaborative interaction between member leadership and the staff.

Although there is consensus that many of these governance principles and practices already are outlined in the bylaws, in spirit if not to the letter, governance issues are now coming to the fore as a result of pressures building on the College’s members, leaders, and governing bodies because of the College’s rapid growth and evolution. In light of the foregoing, as well as the exemplary standards for informed governance and accountability established by the Sarbanes-Oxley Act, the ACC Board recognized at its August 2005 meeting the need (1) to review its governance, (2) to play a more active and responsible role in monitoring programmatic performance on an ongoing basis, and (3) to continue to improve and maintain the flow of information between members and staff leadership.

Charge
The GTF’s charge is to propose recommendations about optimal philosophy and principles of governance for the ACC, including:

The GTF has fulfilled its charge and this report reflects the GTF’s proposed recommendations and suggested future steps.

Approach and Process
The GTF believes that effective governance requires balance, trust and collaboration among member leaders, the CEO and staff. Such effective governance understands and respects the culture of the organization and the distinction between member over sight and member supervision. Effective governance also requires clear definition and general recognition of the leadership roles and responsibilities and that ultimately all authority and accountability rests with the Board, whose exercise of such authority requires timely, complete information allowing leadership to make informed decisions with confidence.

The GTF has endeavored to approach its work in a dispassionate, objective manner without a pre-ordained conclusion or regard to the results its review may generate. Equally important to the integrity of the GTF’s review, as well as its long term impact, is the GTF’s focus on pure governance issues rather than personalities and the persons currently exercising governing authority and occupying leadership roles in the College.

To work through these issues, the GTF held seven lengthy conference calls, and a face-to-face meeting. In addition, the GTF consulted with Tom Gilmore of the Center for Advanced Research and Josh Mintz of Cavanaugh, Hagan & Pierson, Inc. Both individuals have long consulting relationships with the College regarding governance and leadership issues. Most importantly, the GTF endeavored to work closely and constructively with the College’s current CEO, Chris McEntee, to solicit her views on College governance generally, including her comments on the revised R&R document. In this regard, the GTF recently met for over three hours with the CEO to discuss these issues and review the GTF’s initial recommendations and the CEO’s related comments. This recent meeting in Washington, DC was also attended by an observer/facilitator, Bob Stump, a colleague of Josh Mintz, to ensure the integrity, productivity, efficiency, and fairness of the meeting process.

The GTF also focused on critically reviewing and, where necessary, revising the R&R document to ensure consistency with the Bylaws and governance philosophy discussed during the August 2005 Board retreat. The revised R&R specifically defines the roles and responsibilities of the College’s principal governance instruments – the Board of Trustees, Executive Committee, and Presidential Team and its leadership positions - the President and Chief Executive Officer. In the course of its work, the GTF also examined the sources and lines of decision making authority and advisory roles and their interplay within the College’s governance structure to ensure these were clearly defined and consistent across the organization. The R&R document was then further revised in an effort to describe the ideal interaction and lines of authority between and among the principal governance instruments.

Summary of Recommendations
After considerable critical review and discussion, the GTF developed a number of recommendations to optimize the College’s governance structures and activities. Generally, the GTF recommends that the College reaffirm that it is a member “owned,” driven, and led organization. As such, the College should ensure that its governance model flows from and is informed by this governance philosophy and that the Bylaws and R&R documents reflect a member driven but collaborative relationship among the CEO, senior leadership team, and staff. This relationship supposes a continuous, informed and collective oversight of the College’s programmatic activities so that the member leadership will be in an informed and timely position to assess whether the established benchmarks and metrics are met throughout the development and operations of College programs and activities and to judge whether a mid-course correction or reassessment is needed.

Based on the GTF’s discussions and an extensive review of the College’s current Bylaws, the GTF is proposing a number of recommendations to achieve optimal governance consistent with the Board’s governing philosophy and ensure internal consistency among the governing documents. The GTF also believes it is important that this work be member driven to engender Board and member support and their ownership of the process and results.

The recommendations, however important, do not require Bylaws amendments nor represent a dramatic revision or reworking of the established R&R document. They also do not envision or suppose a weakened authority of the CEO, or limited participation of senior staff. Although improved governance and oversight processes may require greater reporting and member/staff collaboration, the Board reiterates the importance of employing high-level, empowered, professionals with the technical, management, and communication skills required to (1) meet the demands of the College’s increasingly complex operations and (2) respect and function with the level of collaboration and oversight required under the College’s optimal governance model.

Indeed, the reporting and communication process between the Board/EC and CEO requires a strong CEO to critically evaluate, question and challenge the Board. Moreover, the GTF recognizes the importance of a strong CEO presence to senior staff morale and effective performance. Particularly in a time of increasing concern about elevated staff turnover and retention issues, and the move to a new Heart House, the GTF believes it is critical that the CEO maintain a strong and ongoing presence at Heart House now and in the future. The GTF also recognizes the importance of CEO’s travel and external activities in maintaining relationships and developing new ones beneficial to the College provided, however, that CEO Heart House presence is primary and represents the vast majority of CEO time spent on behalf of the College.

Recommendations
The GTF proposes that the Board of Trustees:

The GTF proposes that the Board approve the revised R&R document clarifying and defining the principal governance positions and relationships. A summary of some of the clarifications, definitions, and their implications follow:

To fulfill its other charges the GTF also recommends that the BOT:

Conclusion
The GTF recognizes that the foregoing revisions to the R&R document and other recommendations are essential, but also understands they are but blunt instruments in trying to increase trust, collaboration, and the quality of the working alliance between staff and member leadership. Solutions to trust and collaboration cannot be found on paper. The GTF acknowledges that these changes, whether perceived as significant or not, are changes nonetheless and that they will take time to work-out. The GTF therefore understands that further communication and work will be needed to operationalize aspects of the foregoing recommendations and the GTF is prepared to work closely with the EC, BOT and CEO in this regard. More critical, however, to the success of these governance recommendations is the spirit and will underlying their acceptance and the good faith that is necessary to give these recommendations an opportunity to succeed, in the hope of benefiting the College and improving the fulfillment of its mission.