No letters from board but big news from UPMC
Directors stay mum on support for Romoff but UPMC is backtracking: Why?
Iwish I could say that I’ve been arriving at work each day and rushing to my mail cubby in fervent anticipation. But I haven’t.
Instead, I’ve gotten my coffee. Checked my emails. Listened to voicemails. And then I’ve moseyed over to my mailbox. Empty.
Every day.
About two weeks ago, I invited each member of the board of UPMC to mail me a certified letter, verifying they each support CEO Jeffrey Romoff and endorse his maniacal refusal to resume a normal business relationship with Highmark insurance subscribers.
I got exactly what I expected to get.
Nada.
The invitation was more of a challenge and the idea wasn’t mine. It was the inspiration of former U.S. Treasury Secretary and Alcoa CEO Paul O’Neill and former PNC CEO Jim Rohr, both of whom served stints on the UPMC board before they quit in disgust. In wide-ranging interviews, they condemned the UPMC/Highmark divorce, blamed it on Mr. Romoff (whom Mr. O’Neill called “evil”), and called it for what it is: an “unspeakable public tragedy.” (Again, Mr. O’Neill’s words. He has a flair for the colorful.)
My initial response to the letter challenge was: This will go nowhere.
I’d heard earlier through the grapevine that UPMC leadership already had instructed board members not to communicate with me. At all.
Here’s the problem with their silence, though.
It underscores what seems an obvious violation of the UPMC board members’ duties of governance: the duty of care, the duty of loyalty, the duty of obedience.
UPMC board members are volunteers, meaning they don’t get a paycheck. Not in the conventional sense. As one ex-director told me, board members can jump the line for appointments with specialists and sometimes find that striking a business deal is a bit easier if you’re rubbing elbows with the wealthy and powerful.
None of this is illegal. I’d venture to say it’s expected.
There’s a price to be paid, though, for this kind of access, and that price is the duty of governance.
According to the National Council of Nonprofits, directors have the following responsibilities:
Duty of Care
Take care of the nonprofit by ensuring prudent use of all assets, including facility, people and good will.
UPMC directors fail. Prudent use of assets? Is it prudent to spend heaps of money on advertising to outdo Highmark/Allegheny Health Network? As for “good will,” a big HA! And not the funny kind. Is there an organization more hated around here than UPMC?
Duty of Loyalty
Ensure that the nonprofit’s activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation, not in the best interest of the individual board member (or any other individual or for-profit entity).
UPMC directors fail. The “company” mission is, in its own words: “(T)o serve our community by providing outstanding patient care and to shape tomorrow’s health system through clinical and technological innovation, research, and education.” Refusing care to Highmark insurance subscribers at conventional reimbursement rates doesn’t further the stated mission of UPMC, which implies that it seeks to benefit all — regardless of the insurance card a person carries. The board’s silence on this matter serves one purpose, which is antithetical to UPMC’s mission: to further Mr. Romoff’s singleminded quest to conquer.
Duty of Obedience
Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.
UPMC directors fail. As long as the board supports Mr. Romoff’s intractable refusal to allow access to UPMC health care to all Highmark subscribers at reasonable and negotiated in-network prices, the board is not supporting UPMC’s mission as a nonprofit, charitable health care provider. And, according to state Attorney General Josh Shapiro, they’re in actual violation of Pennsylvania laws governing charities.
I wish I could have been a fly on the wall of Mr. Romoff’s office in recent days. I would have loved to have heard the closed-door conversations that led to UPMC’s backtracking on two incendiary policy matters. In the past two days, UPMC has announced it will allow access to UPMC providers and facilities sans prepayment for the elderly who subscribe to Highmark Medicare Advantage plans; and UPMC will allow access to Hillman Cancer Center sites for all patients regardless of insurance brand at innetwork prices currently specified in the consent decrees that expire June 30.
Are these decisions tactical? Are they a way to undercut pending litigation challenging UPMC’s conspicuously non-charitable behavior?
Or do they hint at a change of heart as well as a change of course? And whether one or the other, what role did the UPMC directors play, if any?
So many questions I’d like to ask Mr. Romoff and his overseers.
I asked myself a question, too. What impact does this news have on my own perspective?
The answer: Not much. First, I want to see all their announcements codified in legally binding contracts with Highmark. I talked to a spokesman there Thursday afternoon who said that hasn’t happened. And Mr. Shapiro questioned publicly whether the developments are a “ploy.” Second, even if UPMC delivers on its stated intentions to take care of the elderly and cancer patients, what about the rest of us? I maintain that anything short of full cross-network access isn’t good enough.
In sum, I agree with the many people who say they’ve heard it with their own ears from Mr. Romoff’s mouth: He wants to crush, to kill, to grind into dust Highmark and its sister organization, the Allegheny Health Network.
Meanwhile, the most recent overall hospital rankings from the U.S. Centers for Medicare & Medicaid Services, or CMS, issued this spring, are disturbingly low for both organizations’ flagship hospitals: Allegheny General Hospital and UPMC Presbyterian-Shadyside (ranked as a single entity). Each received only one star out of five in the CMS annual comparison of the nation’s hospitals. CMS looks at dozens of quality measures before issuing the ratings. Some people complain about the CMS star system, saying it fails to recognize the challenges of urban, teaching hospitals. But, no one will argue that a one-star rating means there’s room for improvement — and the money to fund the improvements is wasted on PR campaigns and legal battles that offer nothing but Pyrrhic victories.
UPMC board members must fulfill their duties of governance and bring Mr. Romoff to heel. Treating the elderly without prepayment and treating cancer patients at in-network prices regardless of their brand of insurance may be a start. But, the end must be cross-network access for all. If the directors won’t do it for the organization they serve, they should do it for the community their organization is supposed to serve.