By Robert G. Homchick, Susan G. Duffy, Brent R. Eller, Gerald M. Hinkley and Thomas E. Jeffey, Jr.
The Office of the Inspector General of the Department of Health and Human Services (OIG), working in collaboration with the American Health Lawyers Association, just published Corporate Responsibility and Corporate Compliance: A Resource for Healthcare Boards of Directors ("Board Compliance Guide"). In the wake of Enron, Sarbanes-Oxley and various agency pronouncements, unprecedented attention is being given to the roles and responsibilities of corporate boards. The Board Compliance Guide acknowledges this trend and emphasizes the unique responsibility of directors of health care organizations due to the compliance requirements of the health care industry.
The Board Compliance Guide is designed to help corporate directors make appropriate inquiries concerning their organizations' corporate compliance programs. Acknowledging that the circumstances of each organization differ, the OIG nonetheless attempts to provide general guidance as to how directors should go about exercising their oversight responsibilities. More specifically, the Guide includes a list of suggested questions for directors to pose to management relating both to the structure of the organization's compliance program and its operations.
Historically, many corporate boards have not exercised the type of oversight that the Board Compliance Guide suggests. Nor has corporate management in many organizations been prepared to respond to board inquiries of this ilk. As the health care industry and the legal landscape evolve, however, it appears that both boards and management will need to be increasingly cautious in addressing these governance...