The U.S. Department of Health & Human Services Office of Inspector General’s (OIG) Compliance

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      Roles and responsibilities of the board of directors The board of directors is responsible for the overall governance of the organization. This includes setting the organization's strategic direction, overseeing its financial performance, and ensuring that it is in compliance with all applicable laws and regulations. The board's compliance responsibilities include:

• Adopting and implementing a compliance program
• Overseeing the implementation of the compliance program
• Ensuring that the compliance program is effective
• Taking corrective action when necessary

Importance of the organization's bylaws The organization's bylaws are the governing document of the organization. They set out the basic structure of the organization, the powers and duties of the board of directors, and the rights and responsibilities of the members of the organization. The bylaws are important because they provide a framework for the board to carry out its responsibilities. They also help to ensure that the organization is operated in a fair and transparent manner. Board's responsibility to follow the bylaws The board of directors has a fiduciary duty to act in the best interests of the organization and its members. This includes following the organization's bylaws. The board's responsibility to follow the bylaws is important because it helps to ensure that the organization is managed in a responsible and ethical manner. It also helps to protect the rights of the organization's members. Specific guidance from the OIG The OIG's compliance education materials provide a number of specific recommendations for health care boards of directors on how to fulfill their compliance responsibilities. These recommendations include:

• Reviewing the organization's compliance program on a regular basis
• Asking questions about the compliance program at board meetings
• Obtaining independent assurance that the compliance program is effective
• Taking corrective action when necessary

Conclusion The board of directors plays a critical role in ensuring that a health care organization is in compliance with all applicable laws and regulations. By following the guidelines outlined in this document, boards of directors can help to protect their organizations from fraud and abuse, and ensure that they are providing high-quality care to their patients. Example of how the board's responsibility to follow the bylaws can impact compliance One example of how the board's responsibility to follow the bylaws can impact compliance is the issue of conflict of interest. The bylaws of many health care organizations require board members to disclose any potential conflicts of interest. This helps to ensure that board members are making decisions in the best interests of the organization, rather than their own personal interests. Suppose that a member of the board of directors of a health care organization is also a physician who has a financial interest in a medical device company. If the board is considering purchasing medical devices from that company, the board member with the financial interest should disclose that interest to the other board members. The board should then discuss the potential conflict of interest and decide whether or not to proceed with the purchase. If the board decides to proceed with the purchase, they should take steps to mitigate the conflict of interest. For example, they may appoint a special committee to review the purchase or they may require the board member with the financial interest to abstain from voting on the purchase. By following the bylaws and disclosing potential conflicts of interest, the board of directors can help to ensure that the organization is making fair and impartial decisions.  

Sample Answer

   

Guidelines for Health Care Boards of Directors on Organizational Compliance

Introduction

The Office of Inspector General (OIG) of the U.S. Department of Health and Human Services (HHS) has developed a number of compliance education materials for health care boards of directors. These materials provide guidance on the roles and responsibilities of boards in ensuring that their organizations are in compliance with all applicable laws and regulations.

This guideline will summarize the key points from the OIG's compliance education materials, with a focus on the importance of the organization's bylaws and the board's responsibility to follow them.