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The Board of Directors & (Health) Risk

You’re a Director of a publicly-traded NYSE or NASDAQ-listed corporation. What does the CEO’s health have to do with your personal liability?

The company’s shareholders have handed you and your co-directors fiduciary responsibility for safeguarding their interests. In today’s knowledge-based economy those interests are not just the numbers on the balance sheet. Rather, they go up and down in the elevator each day. And they traverse time-zones, sustaining grueling schedules.

The fact is, while we say our “people are our most important assets”; neither the Board nor top management fully walks that talk.

Imagine your fit, hard-charging CEO suddenly felled by an unexpected heart attack … or, being diagnosed with an incurable form of cancer. The day after the company discloses this information the stock plunges 20%.

Well, the HR Committee did approve an executive health program and the CEO mentioned to you that he/she had recently been given a “clean bill of health”.

Did anyone check to make certain that the program incorporated an adequate risk assessment and early disease detection? Or did you simply sign off on it because it was some big-name clinic or because the price was right? Or you accepted the company Medical Director’s expert view … which too often is based on “old school thinking”?

Suddenly, a large hedge fund that owns 5% of the company sues the Directors for negligence.

Far-fetched?

Here is the reason it isn’t. Today we have the medical science and diagnostic techniques – readily available and in use – to identify risks of heart attack, cancer and other devastating diseases. We can detect them before they become irreversible or fatal.

Why are these techniques not being used by the “big-name” executive clinics?

For several reasons. Most physicians have a traditional “evidence-based” approach which argues that, until the symptoms are evident, certain testing is unnecessary. It can also be that the physicians have not remained current with science and are unfamiliar with the latest tests. It could also be that your insurer will not cover these tests until they’re “medically necessary” (read “too late”).

You should be aware that tests conducted in even the most leading-edge “executive check-up’s” have hardly changed in almost 20 years. The gap between science and practice has never been wider! Unfortunately, medical training and peer pressure against innovation are exacerbating this.

Does that exonerate you as a Board member in today’s Sarbannes-Oxley-driven world?

Indeed, your responsibility as a Director extends well beyond this enormously important Risk Management role. Should you not be ensuring that the CEO and management enjoy the best possible health in order to remain highly energized, creative and productive?

Think about it next time the cost or content of executive health programs become a discussion topic (if they indeed ever reach the agenda of the Board or the HR Committee). The highest-value executives represent highest individual risk to the company. The cost of the demise of any one of them through death or debilitating disease is enormous and dwarfs the cost of a true prevention-driven health screen that uses today’s science.

Health Risks affecting the CEO and other key executives should be right at the center of the Board’s Risk Management thinking and oversight.

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