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Topics for Briefing Boards

Many Compliance Officers (COs) raise questions about what kinds of reports concerning the Compliance Program (CP) can be made to the Board Oversight Committee. These concerns often succeed laments from the Committee getting tired of hearing about how many hotline complaints were handled or employees trained. Yet, the OIG has stressed the critical role that Board Oversight Committees need to play in order to meet their fiduciary obligations and for a CP to be effective. Failure to meet their obligations may result in personal liability. The OIG and American Health Lawyers Association have published a number of documents addressing this subject: “Corporate Responsibility and Corporate Compliance: A Resource for Health Care Boards of Directors”; “An Integrated Approach to Corporate Compliance: A Resource for Health Care Organization Board of Directors”; “Corporate Responsibility and Health Care Quality: A Resource for Health Care Boards of Directors”; and “Practical Guidance for Health Care Governing Boards on Compliance Oversight.” Below are a few topics drawn from these documents to consider when making reports and briefings to the Board Oversight Committee:

    1. Board obligations in overseeing implementation and management of the CP
    2. Board role in Code of Conduct/policy development, approval, and implementation
    3. Briefing on roles of, and relations between, the CO and Legal Counsel
    4. Resources necessary for proper operation of the CP
    5. Proposed annual compliance work plan for the Board’s review and approval
    6. Approaches taken to identify regulatory and legal risks
    7. Why all covered persons must adhere to the organization’s compliance obligations
    8. Evidencing the Code and policies are understood by all covered persons
    9. Explaining steps taken to publicize the importance of the Code to all employees
    10. Updates on developed, revised, and implemented compliance-related policies
    11. Identifying other policies needed to address compliance risk areas and vulnerabilities
    12. Scope and results of compliance-related education and training
    13. Evidencing effectiveness of compliance training
    14. Explaining the measures taken to enforce training requirements
    15. Reports on ongoing monitoring of high-risk areas by program managers
    16. Results of ongoing auditing to verify and validate effectiveness of ongoing monitoring
    17. Reports and updates on emerging new compliance risk areas
    18. Updates on significant regulatory and industry developments affecting risk
    19. Results of periodic independent reviews of the Compliance Program by outside experts
    20. Compliance communication (e.g., hotline) results
    21. Explaining the process for evaluation and response to suspected compliance violations
    22. Reports on how compliance-related documents are preserved and protected
    23. Metrics that evidence, track, and measure CP effectiveness
    24. Reports on the compliance document management program

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It is not possible to cover all these and other issue areas at every meeting of the Board Oversight Committee. Doing so would be redundant and uninteresting, sapping the Committee’s interest and motivation to perform its required duties. Instead, COs may consider grouping issue areas into themed reports for each meeting. For example, the first meeting of the year could discuss the proposed CO work plan that includes addressing existing and emerging high-risk areas, as well as ongoing auditing of compliance risks. A second meeting could address written guidance and the compliance education and training provided; this might also include training for Board members. Another report could focus on compliance communication and hotline operations. This might include how the organization identified and addressed potential regulatory and legal problems, and which corrective action measures it took, or any disclosures to outside parties, etc.  The last meeting of the year could address overall results and metrics of the CP’s yearly performance, as well as justifying budgetary needs. Other issue areas can be added to any one of the four theme reports, as well as any ad hoc issues that may arise. By combining the issues into theme reports for each scheduled meeting, the Committee will learn what to expect from the meetings and not just get a rehash of prior meetings. The pattern of reporting could be repeated annually and become a settled process.

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