Statement of Trustee Roles and Responsibilities
MMC's teaching programs include undergraduate, graduate and post-graduate medical education, nursing education, and allied health professional education programs. In addition, the Maine Medical Center Research Institute engages in important medical research with an emphasis on improving patient care. MMC's centers of excellence in cancer care, heart care (including the Maine Heart Center) and children's services (including both the Barbara Bush Children's Hospital and the Maine Children's Cancer Project) help to distinguish Maine Medical Center as one of the leading hospitals of its type in the United States.
Maine Medical Center's mission reflects its commitment to the traditions and ideals of not-for-profit healthcare. At its core, Maine Medical Center is dedicated to maintaining and improving the health of the communities it serves by: Caring for its community; Educating tomorrow's caregivers; and Researching new ways to provide care.
Maine Medical Center is a member of MaineHealth. MaineHealth is an integrated, not-for-profit, community-owned, comprehensive delivery system providing a continuum of care from prevention and health maintenance through tertiary services, through a network of regionally organized healthcare providers operating in concert. Organizationally, MaineHealth is the sole member of the Maine Medical Center corporation.
Maine Medical Center is governed by a Board of Trustees comprising not fewer than 10 nor more than 32 Trustees. These Trustees include both those elected by MaineHealth and ex-officio Trustees as provided in the Hospital's bylaws. The Board of Trustees has fiduciary responsibility for the governance of the Medical Center, serving to oversee and shape its broad policies. The President is elected by the Trustees and serves as the Chief Executive Officer of the Medical Center, and is also a Trustee. The President and his or her senior staff are responsible for the implementation of policy approved by the Trustees.
As stated in the By-Laws, and with certain exceptions as noted therein, elected Trustees serve terms of four years and may be elected for a maximum of two consecutive terms. A Trustee who has completed his or her maximum term of service is eligible for election for one additional four-year term after a year's absence from the Board.
The role of a Trustee involves serious work and a significant time commitment. The Board meets monthly, and otherwise as needed. In addition, a strong committee structure provides the framework for the Board to oversee the important functions for which it is responsible. Trustees typically serve on at least one committee, and many serve on more than one.
The Trustees are a highly-accomplished and dedicated group of people who share a deep commitment to Maine Medical Center and its mission. For this reason, the Trustees, collectively, have high expectations for the effectiveness of the Board, and for the contributions made by its individual Trustees. This Statement of Trustee Roles and Responsibilities is intended to familiarize Trustees with the expectations for service on the Board.
Qualifications of Trustees
The qualifications for service on the Board of Trustees are set forth in the Hospital's bylaws. Such qualifications include, but are not limited to:
General Governance Responsibilities
The primary responsibility of the Board of Trustees is to provide policy oversight for the Hospital. In that capacity, Trustees must serve as fiduciaries to protect the financial, physical and other assets of the Hospital, and ensure that long-range planning is integrated into the Board and Committee processes.
To perpetuate strong leadership of the Hospital, Trustees are responsible for electing the President of the Hospital; for providing advice on issues, operations, and staffing as required by the President; and for providing support for the President's efforts to lead the Hospital and implement policies adopted by the Board. Through the appropriate committee process, Trustees also provide an evaluation of the President on an ongoing basis and determine appropriate compensation for the President.
Trustees should apply independence of judgment, foster a healthy and open exchange of ideas, and respect divergent opinions. Independence of judgment entails freedom to express views that differ from those of the Hospital's administration or Board leadership, or the apparent "majority" view. Once the Board has adopted a policy position after an appropriate process, however, Trustees are expected to support the position of the Board and support the President and the Hospital's staff in their efforts to implement the policy as adopted by the Board.
Trustees represent the Hospital to its multiple constituencies, so that non-trustees may better understand the role and responsibilities of the Board and the process and substance of Board policies and decisions. However, Trustees should defer to the President or the Board chair as official public spokespersons of the Hospital. Trustees must also maintain an appropriate degree of confidentiality concerning Board and committee processes.
Each Trustee is expected to prepare for and participate in Board meetings and in meetings of the committee(s) to which he or she is assigned. While required by the bylaws to attend at least fifty percent of Board and committee meetings, Trustees are expected to make every effort to attend a far greater percentage of such meetings, in order to ensure their effective participation in the governance of the Hospital.
Trustees are expected to participate on an ongoing basis in continuing education programs relating to the Hospital and to their role and responsibilities as Trustees.
Trustees are expected to support the Hospital financially, each in accordance with his or her own capacity to do so, and are expected to make Maine Medical Center one of their charitable-giving priorities.
Trustees are expected to engage in a self-assessment of their own participation as Trustees periodically, including the occasion of the consideration of their re-nomination to an additional term on the Board, and to participate in periodic evaluations of the performance of the Board as a whole.
Adopted: April 6, 2005
22 Bramhall Street | Portland, Maine 04102-3175 | (207) 662-0111