The Healthcare Governance Code in 2021: changes coming?

 

Governance Innovation and Advisory Committee (IAC) conflict of interest advisory opinion

The first report is the Opinion on Conflicts of Interest of the Governance Innovation and Advisory Committee (IAC). Established by the Healthcare Industry Associations (BoZ), drafter of the Governance Code, the IAC monitors developments in healthcare governance. At the request of the BoZ, the IAC considered the question of whether the Governance Code should provide more guidance on the issue of conflicts of interest for good governance in the event of separate interests. It answered that question in the affirmative, which translates into, among other things, the recommendation to tighten up article 2.6 of the Governance Code on conflicts of interest. It proposes a list of concrete prohibitions, for example, the prohibition for directors to perform other paid work for the healthcare organization. It is unclear how this prohibition would relate to physician directors. It is also proposed that transactions involving conflicting interests of directors, supervisors or shareholders be subject to supervisory board approval. In addition, if it were up to the IAC, the works council and client council would be informed of these types of transactions and discussed with them. The IAC is now sounding out this advice among its supporters and may revise it on that basis.

Building on a solid foundation of Governance Support

The second report is entitled Building on a solid foundation and contains the results of research by Governance Support commissioned by the BoZ into the contribution of the Health Care Governance Code to good governance and supervision in health care. The report makes a number of suggestions for a next version of the Health Care Governance Code:

• Greater attention to the broad social role of healthcare institutions and, by extension, clarification of the role of the supervisory board as "social conscience.
• More clearly describe what is meant by integrity.
• Strengthening the position of the Health Care Governance Committee.
• Attention to governance in chain and network organizations.
• Attention to governance and supervision in legal entities other than the "simple" foundation, such as joint ventures, cooperatives and limited liability companies with a DGA structure.

A notable final suggestion is to pay separate attention to the position of independent medical specialists in a next version of the Health Care Governance Code. These freelancers are usually organized per hospital into so-called medical specialist companies. The report notes that health insurers consider the "dominance" of these MSBs a "blind spot" in hospital governance.

Slotervaart bankruptcy investigation report by IGJ and NZa

The third report is the Investigation Report of the Inspectorate for Health Care and Youth and the Dutch Healthcare Authority into the bankruptcy of Slotervaart Hospital BV. The two supervisors concluded, among other things, that Slotervaart Hospital did not meet the requirement of the Governance Code that the employer's role with respect to the Executive Board should be vested independently in a Supervisory Board. The reason for that conclusion is that while the hospital's supervisory board had the power to suspend a director, such a decision could be overturned the Slotervaart Hospital's general meeting of shareholders (AGM), while the AGM consisted of the same people as the hospital's board. This situation also meant that at Slotervaart Hospital there was no independent body in charge of appointing, rewarding, evaluating, suspending and dismissing directors. To prevent this situation in the future, the IGJ and the NZa recommend that the Ministry of Health, Welfare and Sport and the BoZ charge the supervisory board at larger health care companies with the heavier employer role as standard. In concrete terms, this heavier employer role would mean that the supervisory board in a larger health care BV should be assigned the employer role of the supervisory board under the large company regime. The minister appreciates this recommendation positively. Therefore, she wants to investigate further whether a legal measure is justified and what could be a good justification for a turnover threshold to be able to speak of a "larger" healthcare BV. Moreover, she will enter into discussions with the BoZ about the usefulness and necessity of amending the Governance Code. The minister is expected to send the results of these explorations to the Lower House this quarter. Reports: Governance Innovation and Advisory Committee (IAC) conflict of interest advisory opinion Report Building on a solid foundation Report Slotervaart Hospital BV