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June 12, 2019

System Embraces Opportunities For Both Process And Culture Change Outlined In Third-Party Report

BALTIMORE (June 12, 2019) – Today, the University of Maryland Medical System (UMMS) received and released the report from Nygren Consulting – the independent firm tasked with assessing the governance of its Board of Directors. As the report details, both management and various Board members share responsibility for the lack of transparency and strong, modern governance policies that resulted in improper relationships.

Based on the findings of the report – and national best practices – the following recommendations have been or will be adopted:

  1. A new, comprehensive Conflict of Interest Policy was authored by Nygren and accepted by the Board of Directors. The policy was delivered to Maryland’s Governor, Senate President and Speaker of the House of Delegates on May 31.
  2. A Governance Committee will be chartered as a permanent Committee of the Board, and tasked with overseeing all Board practices, policies and relationships. All appropriate guiding documents will be authored.
  3. A new, research-based “competency” model will be implemented to ensure the make-up of the Board is determined based on two levels of competencies: those required of each individual member, and those required by the Board as a whole. This will ensure the Board is representative of the communities it serves and has the experience and skills necessary to advance the organization’s strategic direction and mission.
  4. The education process related to disclosures and conflicts will be redesigned, and will include an official “Code of Conduct” to ensure all Board members and senior management are acutely aware of compliance requirements moving forward.
  5. Board committees will be restructured so chair positions of the Finance Committee and the Audit and Compliance Committee are held by separate individuals, and the chair of the latter maintains no financial or contractual relationship with the organization.

The report provides clear recommendations for improved corporate governance and Nygren will continue to work with the UMMS Board of Directors and leadership team to help implement these recommendations.

While Nygren confirmed that outside business interests between a Board member and a nonprofit Board of Directors are not uncommon or illegal, great care and caution must be given to ensure there is proper vetting and no real or perceived conflicts of interest. To that end, any proposed professional services agreements with Board members will be revealed to the full Board, carefully vetted with the Board’s Audit and Compliance Committee and reported to the Compliance Officer. The new Conflict of Interest Policy will be strictly adhered to in all cases.

Additionally, the System will no longer allow any Board member to engage in a personal services agreement, regardless of circumstance.

Interim CEO John Ashworth says, “On behalf of UMMS, I fully accept the findings and recommendations contained in the Nygren report. Collectively, we are both responsible and accountable for what brought us to this point. This report serves as a roadmap – not only to increase accountability among leaders and establish a more effective Board structure – but to make progress toward real, lasting cultural change. Policies and procedures are not worth the paper they’re written on without an integrity-based culture to enforce them. I am committed to rebuilding that culture and restoring the trust of those that depend on our leadership.”

Ashworth adds, “No person of authority should benefit personally from a decision he or she makes about the organization they serve. All Boards within the System must balance demand for expertise and leadership with conflict-free representation. This is simply not negotiable.”

To recap, upon concerns being raised about Board business relationships in March of this year, the following actions were taken by the Board and Ashworth:

  1. Conflicted Board members were separated from the Board:
    • Board members with personal services contracts with UMMS resigned.
    • Board members with professional services contracts with UMMS took voluntary leaves of absence.
  2. Chief Executive Robert Chrencik was placed on a leave of absence, then separated from the organization.
  3. Nygren was hired to assess Board and corporate financial relationships.
  4. Performance-based corporate system senior executive bonuses were frozen.
  5. A new Conflict of Interest Policy was adopted by the Board.
  6. Provisions in SB 619/HB 1428 have been adhered to, according to the legislative timeline.
  7. A restructure of the UMMS executive team was implemented.

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’ 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.

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