Governing with Less Authority

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Over the last 20 years, relentless statutory and regulatory changes have buffeted the health care industry in Canada. As in the United States, Canadian hospitals face corporate restructuring and mergers, as well as shifts in consumer expectations and revolutionary advances in medical technology. “I think the whole industry would see itself as being under siege,” said one hospital executive.

Against this backdrop, a conservative administration took office in 1996 in the province of Ontario. The Minister of Health, who exercises broad administrative power over hospitals (including the power to close them down), appointed a new Health Services Restructuring Commission and charged it with restructuring the hospital system in Ontario to achieve new efficiencies and cost savings.

Women’s College Hospital, a relatively small metropolitan hospital in downtown Toronto, was unable to stave off a merger imposed by the Health Services Restructuring Commission in 1998. The Ontario legislature passed Bill 51 that merged three organizations: Women’s College Hospital, the much larger and more traditional Sunnybrook Hospital, and the Orthopedic and Arthritic Institute. The new combined entity—Sunnybrook and Women’s Health Sciences Center—assumed all assets and activities of the hospitals, although Women’s College Hospital (WCH) retained its status as an independent legal entity.

Women’s College Hospital has a long history as a leading advocate for women’s health issues and for its collaborative, multi-disciplinary approach to medical education and women’s healthcare services. The hospital has provided path-breaking opportunities for women physicians to practice and for patients to receive gender-sensitive care.

When the new combined entity was established, the new board assumed all fiduciary and policy-making responsibilities from each of the three component hospitals’ boards. As a result, the WCH board found itself without a substantive governance role. At the same time, however, the formal management agreement between Sunnybrook and Women’s College Health Sciences Centre and Women’s College Hospital included language in the preamble about the “policy direction of the Board of WCH.”

Attendance at WCH board meetings dropped off, and new trustees, who had expected to
participate in meaningful governance work, began to ask, “What am I doing here?” According to the board chair during the post-merger period, “The problem was that it had none of its former board responsibilities. There was nothing left for it to do because all of its assets and all of its activities had been taken away in the statutory merger.”

Furthermore, Women’s College Hospital trustees feared that women’s health-related values, long espoused by WCH, were in danger of disappearing from the new entity’s decision-making priorities and organizational culture. “There was a battle going on,” said one board member, “about how to get commitment to the objective of leadership in women’s health.” Another interviewee observed: “[Sunnybrook] was a culture that really had never understood or embraced gender-specific medicine. It was a trauma center. And we were an establishment around women’s health with a huge family practice.”


The WCH board chair appointed an ad hoc Governance Task Force in Fall 2000 to define new governance opportunities for the WCH trustees. At a board retreat to search for a new governance role, the Governance Task Force Chair found that board members “looked backwards at where we had demonstrated strength and leadership historically and it was in the field of leadership in women’s health.”

The new governance structures subsequently adopted by the WCH board are intended to perpetuate leadership in women’s health internally within the combined center, and externally in regional, national and international communities.

The new Research and Strategic Thinking Committee (informally called the “Blue Sky Committee”) best captures the nontraditional approach to governance espoused by the task force and later adopted by the WCH board.

According to the Governance Task Force chair, “The nontraditional part of our thinking is the focus on advocacy and our recognition that we need to put resources—both human and financial—into issue identification, issue tracking, issue development and policy development, and then go out and do some advocacy.” Going well beyond the kind of environmental scanning usually conducted in strategic planning, the Blue Sky Committee was established to look as far into the future as possible to identify emergent issues in women’s health. When appropriate, the committee would also recommend establishing an ad hoc task force with board members and expert individuals who might be outside the WCH community.

“They would find out what is really happening, who are the leaders in the field, speak to them and then come back and report to the board with a recommendation,” the chair said. Task Forces are used to develop potential WCH policies and positions for adoption by the board and disband after completing their work.

Committee is a means for board members to get information independently, instead of relying solely on the hospital’s own technical staff. One individual said, “The research agenda is being driven by the clinicians and the researchers. So maybe the board doesn’t have all the knowledge it needs to evaluate the initiatives and it doesn’t have an idea of what else is going on in the field.”

Through the long period of the board’s search for a substantive governance role, several individuals inside and outside the Women’s College Hospital community served as champions of reform to lead efforts for change. External consultants played pivotal roles in the governance innovation process, including a young attorney involved in the restructuring of the hospital who subsequently worked with the board on bylaws revisions. In the words of the CEO, “She was very well aware of the intent of the new structure from the point of view of moving from a traditional governance model for a hospital to something different.”

In addition, the lawyer was described as an individual with “a bent that says, ‘You don’t have to be constrained necessarily by the traditional rules. It’s more important to look at some of the opportunities.’ She was a good conscience in terms of saying, ‘No, your role has changed. No, your role has changed.’”

A university professor/consultant also made major contributions to process. “The consultant was a very strong educator for the main participants in the process—namely the task group and our board,” reported the board president. “She helped open up our ideas of what was possible.”

The university consultant introduced a number of governance models and the strengths and weaknesses of each. According to the board chair, “We (the Governance Task Force) got this great vocabulary. And then she came to the board and gave a presentation as well. We were able to involve in the exercise the board members who had been the architects of the present governing system, which wasn’t operating all that well in our new circumstances, and they had a chance to talk to her and ask her questions. And I think she helped the people who had a vested interest in their work let go of it. And in the end we were able to get a very good buy-in from the people who had been the architects of the system we were changing.”

The CEO also described the consultant’s introduction of different ways of thinking about board roles and responsibilities. Characterizing the consultant as coming “from an enabling side of the equation,” the executive assessed the consultant’s impact this way: “I think that [her explanation of different models] gave permission to the group, as opposed to seeing governance structures as something that were constrained by practices.”

New bylaws were adopted in June 2000, but continuing turbulence and uncertainty about the future of Women’s College Hospital delayed their implementation. Women’s College Hospital continues to exist in a volatile external healthcare environment and an internal climate of contention for standing in the merged entity.

At the same time, the common threats of a persistently large deficit and the SARS outbreak, with significant consequences for both hospitals, have moderated earlier, more adversarial inter-organizational relations. In the words of one observer, “It’s about the whole organizations. Staff, management and board must pull together to really address significant common issues. And in doing that, there is some cohesion that is established, as opposed to the fragmentation that previously existed.”

Members of the Women’s College Hospital board have been tenacious in winning outside research grants and making the case for “the opportunities if Sunnybrook and Women’s took a leadership role in women’s health for the province and beyond.” Still, the consequences of these developments for the sustainability of WCH’s innovative governance approaches is not at all clear. Whether the Women’s College Hospital’s nonconventional governance structures, adopted in a period of a highly fluid inter-organizational power struggle, will survive into the next phase of its history is unknown.