Bored of Directors


Leonard Zwelling

         No, that is not a typo and yes, I know how to use
Spellcheck. I am trying to make a point. I believe the oversight of MD Anderson
could use some freshening up.

         In the corporate world and even among the non-profits, there
is usually assembled a group of individuals with the fiduciary role of
preserving the corporate or non-profit entity at all costs. These people may be
chosen in many ways and they may even self-identify through charitable
donations and common interests with the corporation or non-profit. These people
are “the board.”

         The board is usually called the Board of Directors and the
chief executive officer of the entity often reports directly to the board.

         How critical is a board of directors to the well being of a
corporate or non-profit entity? The board can be the organization’s life or

         Surely, among the most recent examples of a board’s inaction
resulting in a corporation’s demise has got to be Enron. As widely reported the
board suspended certain types of rules and/or were thoroughly misled by the
company’s executives such that the company itself imploded and many of its
leaders went to jail. Obviously, the Enron board fell short in protecting the
investment value of the shareholders of Enron, not to mention the jobs of the
many people who worked there.

         Non-profit boards can be funny (peculiar not ha-ha).
Non-profit board members are often unpaid, doing charity work with their board
service. The oversight of the board’s behavior is often left solely to the
executives who the board is supposed to be overseeing. (Yes, that is
backwards). The executives of non-profits can easily slip into the roles of
foxes guarding hen houses. The skin these boards have in the game is limited
(no salary, no stock) and their expertise often more so (although there were
people on the Enron corporate board who knew very little about the businesses
Enron was in).

         Then there is my favorite board of all, the Board of
Directors of MD Anderson Cancer Center.

         What? I didn’t know Anderson had an oversight board. Right
you are and there in lies the rub. While some non-profits have groups of foxes
watching the chicken coop, MD Anderson has one fox that is so hungry he turns
everyone else into chickens.

         It has been my hypothesis for a long time that the $3+
billion health care delivery system that is MD Anderson needs some real
oversight, especially when it comes to its executives and their behavior and
performance. Currently, this exists in theory only. The fiduciary role is
played by the UT Board of Regents a group that clearly cannot effectively lead
anything as one of their own is about to be impeached and they lost a running
gun battle through the streets of Austin with the President of the UT campus who
out-smarted the Regents and the Chancellor, but who will eventually be retiring
as will the Chancellor. I think we can chalk that up to political blood in the

Board of Visitors of MD Anderson, a group started ingeniously by Dr. LeMaistre,
is not a board at all but really the MD Anderson boosters club. The BoV is a
very large board membership on which is through charitable giving, prominence
in society (e.g., President Bush 41, Ken Lay) or some other connection to MD
Anderson. They really do not have fiduciary oversight of MD Anderson. In fact,
no one does.

         This situation leaves the executives of Anderson to pretty
much do what the heck they want with no one holding them accountable for
anything. The current string of public relations and ethical missteps that this
blog has written about for over a year is clear evidence that no one is holding
anyone’s feet to the fire and there’s no fire anyway.

         MD Anderson is very fond of telling the world how unique it
is. It is also sure that no one who does not work there can understand its
complexity or the acuity of illnesses of the patients cared for. I for one
think that someone ought to give that a try.

         I propose that the leadership of MD Anderson request that
the Chancellor, the Executive Vice Chancellor for Health Affairs and the Board
of Regents create a local, Houston-based Board of Directors for MD Anderson.
The current MD Anderson President should have one appointee on the board, as
should the faculty and the non-faculty employees. Ditto the mayor of Houston
and the Harris County Judge. The Regents should appoint the other members
(perhaps four) for 3-year terms with no chance of reappointment—ever. The board
must contain at least one actively practicing oncology physician, one highly
regarded cancer scientist and one active politician who represents a
significant number of local constituents in Harris County.

         This board would oversee all the finances, investments, new
growth opportunities as well as the general comportment of the executive
leaders of MD Anderson (the big 5).

         Finally, this board would report annually to the Board of
Regents as to the performance of MD Anderson in the financial, clinical,
research and educational areas and then set new targets for the coming year.

         Given the performance of the current academic and clinical
leadership of Anderson, this board will never be bored.

         This may seem like a radical approach, but is it? I think
not. Someone really ought to have as her or her job the watchdog responsibility
for the integrity of a resource as valuable to the world as is MD Anderson. The
Board of Regents is far too politically–driven and physically distant to
fulfill this role.

         It has been many years now that the leadership of MD
Anderson has found itself more commonly appearing in the Houston Chronicle for
the controversy it generates than for the progress against cancer it makes. I
don’t think that is the kind of cancer history MD Anderson hopes to be making.

         Perhaps a group of responsible adults can bring some order
to the chaos at 1515 that, interestingly enough, started about the time Enron
fell. Hmmmmm…… 

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