Board Special Committee Releases Report on Exhaustive Internal Governance and Conduct Review
News Release, University of Maryland Medical System
BALTIMORE (December 13, 2019) – Today, the University of Maryland Medical System (UMMS or the System) Board of Directors released an internal forensic audit report that was undertaken by a special committee of the Board (the Special Committee) established earlier this year. The special committee was advised by Latham & Watkins, LLP. The report is a major milestone and advances the governance and operational reform efforts both the Board and management team have been focused on for the past six months – an effort UMMS Board Chair James “Chip” DiPaula, Jr. describes as “our highest collective priority, in support of the System’s mission to deliver high quality, compassionate patient care.”
In September, the UMMS Board of Directors established the Special Committee by unanimous vote to oversee a forensic audit of the backgrounds and financial interests of 40 Board members, and System management, from 2016 through June 2019. The Special Committee’s efforts are independent of and in addition to, the published Nygren Report and ongoing review and audit work of Deloitte and Maryland’s Office of Legislative Audits.
The Special Committee was comprised of five members, all of whom were appointed to the Board in June of this year: Jason Frankl (Chair), Esq., Kathleen Birrane, Esq., Wanda Draper, Bonnie Phipps, and John Williams. The selection of all newly appointed Board members was deliberate and intended to ensure the Special Committee’s independence and objectivity.
“There is no question the past conduct undertaken by certain former corporate officers and board members was extremely problematic and damaged the reputation of the System. This investigation was executed to ensure full accountability and transparency as the System moves forward from the troubling events that were discovered earlier this year. However, the report makes clear that the conduct identified is not a reflection of the more than 28,000 hardworking women and men of the System or the world-class health care provided across the state. Undoubtedly, there were structural, governance and operational flaws at the System’s Board and executive level, much of which has been addressed or is part of an ongoing reform effort. We now look forward to turning the page and focusing on making improvements in the weaknesses that were identified while our doctors, nurses and specialists continue to provide world-class care to our patients,” said Jason Frankl, Board member and Chair of the Special Committee as well as the Audit and Compliance Committee.
The report issued today includes observations and findings, coupled with recommendations to the full Board regarding governance practices, process improvements, remediation and corrective actions based on external counsel’s review and analysis. The Special Committee’s recommendations include elements around board structure; conflict of interest; compliance training, education, and review; finance practices and other policy enhancements.
Said DiPaula, “The decision to voluntarily and publicly release the report reflects the desire of the Board to conduct a thorough review regarding the System’s challenges and to reassure our stakeholders that we are aggressively addressing those challenges head-on.” In addition to authorizing the release of the Special Committee Report, the Board acted to adopt a series of new governance policies, including:
- Code of Conduct
- Corporate Governance
- Corporate Opportunity
- Director Engagement
- Directors as Vendors
- Management Duty to Disclose
- Outside Business Activities of Management
- Oversight of Corporate Compliance
- Oversight of Senior Management
These policies were developed and recommended by the Governance Committee and adopted by the Board of Directors. Additional policies are being developed to address the findings and recommendations contained in the Special Committee Report and will be recommended to the Board for adoption as part of a comprehensive governance handbook. The handbook represents the Medical System’s commitment to good governance, best practices, and ensuring that past issues will not reoccur. The handbook will be made available publicly once finalized and adopted.
Other reform actions taken by the Board over the past six months include: approval of a new Conflict of Interest policy in May that has since been adopted by UMMS’ affiliate hospitals creating uniformity across the entire System; the creation of a new Board Governance and Nominating Committee; the selection of new President & CEO, Mohan Suntha, MD announced last month; and, a thorough review of management and governance practices to align with top professional standards.
Dr. Suntha commented on the Board action today and the ongoing responsibility of System leaders, “We are acutely aware that policy and procedure reform will significantly strengthen our organization. Corporate culture emanates from its leaders and must be one that values transparency, ethics and awareness that strong governance and management require ongoing reinforcement. Both the Board of Directors and our management team are fully committed to these principles.”
About the University of Maryland Medical System
The University of Maryland Medical System (UMMS) is a university-based regional health care system focused on serving the health care needs of Maryland, bringing innovation, discovery, and research to the care we provide and educating the state’s future physician and health care professionals through our partnership with the University of Maryland School of Medicine and the UM Schools of Nursing, Pharmacy, Social Work and Dentistry in Baltimore. As one of the largest private employers in the State, the health system’s 28,000 employees and 4,000 affiliated physicians provide primary and specialty care in more than 150 locations and at 13 hospitals. UMMS’s flagship academic campus, the University of Maryland Medical Center in Baltimore is partnered with the University of Maryland School of Medicine and is recognized regionally and nationally for excellence and innovation in specialized care. Our acute care and specialty rehabilitation hospitals serve urban, suburban and rural communities and are located in 13 counties across the State. In addition, UMMS operates health insurance plans serving Medicare and Medicaid members. For more information, visit www.umms.org.