Boardroom Blues
Submitted by James on Mon, 11/23/2009 - 10:56am
When a lawyer friend reached his own personal breaking point in the healthcare debate, he fired off a letter to BCBS asking them to stop fighting reform. He copied me, and sent along this excerpt about the company's Board of Directors.
“The basic responsibility of the Board is to exercise its business judgment to act in what it reasonably believes to be in the best interests of the Company and its customers. Through oversight, review, and counsel, the Board establishes and promotes BCBSNC's business and organizational objectives. The Board oversees the Company's business affairs and integrity . . . [and] works with management to determine the Company's mission and long-term strategy . . . These obligations arise out of an overarching obligation to assure that the long-term interests of the Company and its customers are being served . . .
“Within this framework, the Board also considers the Company's ethical behavior and may consider the interests of other stakeholders, including the Company's customers, employees and the communities in which it functions.”
I don't know whether the Board has been officially monitoring the company's spending to fight health reform, and even if it were, I'm not sure it would have made any difference. Public servants are outnumbered almost four-to-one on the Board by private professionals, many of whom have a vested personal interest in fighting reform.
Among the Board members are three UNC officials and the president of the Triangle Community Foundation. Which raises this question: Why are Jeffrey Houpt, Andrea Bazan, Lloyd Hackley and Harold Martin still on this Board? As I see it, they are legitimizing BCBS's obstructionist agenda by lending the weight of their institutions to that cause.
Current Board membersJeffrey L. Houpt, M.D, Chairman
Professor of Psychiatry
Immediate Past CEO, UNC Health Care System, and Dean, School of MedicineRobert J. Greczyn, Jr.
President and Chief Executive Officer
Blue Cross and Blue Shield of North CarolinaJeffrey T. Barber
Certified Public Accountant
PricewaterhouseCoopers (retired managing partner)
RaleighAndrea Bazán
President
Triangle Community Foundation
DurhamRoberta B. Bowman
Senior Vice President and Chief Sustainability Officer
Duke Energy Corporation
CharlotteWalter Davenport
Certified Public Accountant
Cherry, Bakaert & Holland (Retired Partner)
RaleighLloyd V. Hackley, Ph.D.
Chancellor (interim)
Fayetteville State University
FayettevilleFrank B. Holding, Jr.
President and Chief Executive Officer
First Citizens Bank
RaleighC. Daryl Hollis
Independent Business Consultant
HendersonvilleHarold L. Martin, Sr., Ph.D.
Senior Vice President, Academic Affairs
University of North Carolina General Administration
KernersvilleFelix C. McDaniel
Certified Public Accountant (inactive) and
Retired Chief Financial Officer
HendersonJohn O. McNairy
President and Chief Executive Officer
Harvey Enterprises & Affiliates
KinstonLars Steven Nelson
Partner and Managing Director
Wakefield Group, LLC
Chapel HillCissie Stevens
Retired Education Administrator
AshevilleJames T. Williams, Jr.
Partner
Brooks, Pierce, McLendon, Humphrey and Leonard, LLP
Greensboro
- James's blog
- 2012 reads
To try to answer your question, the pay is pretty good
Thanks for your work in general and for looking into this matter in particular.
You ask why people would stay on this Board. Board members at Blue Cross Blue Shield of North got paid over $33,000 each in 2008 (except for one member who got just over half that; maybe she joined late). http://www.ncpolicywatch.com/docs/pdfs/2008SupplementalCompensationExhib...
The Board of the NC State Employees' Credit Union, by contrast, has a better model, with a Board that serves without compensation. https://www.ncsecu.org/AboutSECU/BoardofDirectors.html
BCBSNC has a self-perpetuating Board, while the Board of the NCSECU is elected by members (depositors), with staggered terms of three years. Elections can help: in the late 1990s, the Credit Union tore down a house on Vance Street in Chapel Hill and wanted a paved parking lot where the house used to be. Some neighbors let the NCSECU know they were ready to run for the Board unless the Credit Union dropped its plans, which it did.
BCBS: Solutions not Outrage
I am very tired of being repeatedly outraged by BCBS. The compensation of the officers and directors of this non profit, especially given that it is actively working against the interests of its customer and its public purpose, is evidence of a conflict of interest. But rather than impotent indignation I suggest an active campaign to take over the board of directors and change the management of BCBS to return it to its mission of serving the citizens of North Carolina. Rather than assuming it cannot be done, start with the premise that it must be done and mobilize the handful of talented people of diverse backgrounds - legal, political, public relations, etc. - to achieve control of the board by any means necessary. Start with a review of charter, bylaws, tax status, and legal precedents. Might as well be bold and public in the effort with right, and the support of the majority of BCBS members and public opinion.
What a fine idea
The thing I love most about this is the transparency. Bold and public.
I've often thought that the BCBS organization and assets could be redirected to truly and authentically serve the public interest. Back when they wanted to shift to a for-profit model, I wanted them to shift in exactly the opposite direction. They could have been a state model for the public option. They could have helped solve the problem instead of putting their energies into protecting their business model.
I'll help with this.
Say more.