Hazelden Foundation

Board of Trustees Governance Principles

(1) Accountability
The Board understands its accountability to see that Hazelden acts in the best interests of the stakeholders who it serves such as our patients and their families, the larger community and donors. Trustees bring perspectives and knowledge from outside endeavors but do not represent single constituencies. The Board acts with diligence and objectivity on behalf of the stakeholders as a whole.

Best Practices:

• Adoption of written governance principles
• Periodic review and discussion of the Hazelden mission, our primary stakeholders and their needs

(2) Responsibility
To govern, the Board focuses its work on six major responsibilities:

(a)  Define the ends, policies and goals of Hazelden, beginning with the mission, vision, values and strategic plan
(b)  Select the CEO, establish goals & expectations for the CEO and Hazelden, evaluate his or her performance and establish appropriate compensation
(c)  Monitor organizational performance and exercise accountability for results, especially in the areas of mission effectiveness, financial stewardship, strategic direction, quality of care, patient safety and customer service
(d)  Adopt and then support policy decisions that advance the ends
(e)  Use influence with key external constituencies to advance Hazelden's mission and vision, and actively participate in fundraising activities to meet Hazelden's goals and strategies
(f)  Take responsibility for the Board's own effectiveness

Best Practices:

• Written position descriptions for Trustees, Board Chair and Committee Chairs
• Explicit process for CEO goal-setting, evaluation and compensation review

(3) Exemplary Conduct
Directors exhibit trust and respect toward colleagues and management, honor the confidentiality of sensitive information and scrupulously observe the conflict of interest policy.

Best Practices:

• Periodic Board education and discussion of conflict of interest
• Confidentiality policy
• Board Code of Conduct
• Regular executive sessions
• Asking the tough and relevant questions

(4) Mission and Vision Driven
Board composition, structure and work are designed to enhance the mission, vision, values and strategic direction of Hazelden.

Best Practices:

• Board and Committee meeting agendas that focus on major initiatives in the strategic plan
• Measurable goals to track strategic plan implementation and organizational effectiveness

(5) Streamlined
The Board's size and Committee structure are as lean as possible to facilitate communication, participative discussion and efficient decision-making.

Best Practices:

• Straight-forward structure
• Optimal size to balance diversity of competencies with the need for timely decision making
• Sunset provision for Committees
• Committee charters, annual goals and work plans
• Task forces for short-term needs
• Regular Board and Committee meetings scheduled for succeeding year at least 6 months in advance

(6) Competency-Based Composition
Trustees are chosen to bring specific competencies and personal characteristics that will enhance the mission, vision and work of the Board. Competencies are developed further through orientation and ongoing education.

Best Practices:

• Written Board competencies
• All Trustees participate in recruitment of prospective members
• Term limits promote connectedness and stakeholders, fresh thinking and objectivity
• Rotation of members on Committees
• Trustees are evaluated and re-elected based on satisfactory performance
• Succession planning for Board leaders

(7) Education and Development
Competencies are enhanced through education and ongoing Board development.

Best Practices:

• New Trustee orientation and mentoring
• Board manual, including written Board policies
• Education at all meetings
• Participation in outside seminars
• Annual Board retreat
• Board education budget

(8) Value-Added Work
The Board and its Committees focus meetings and all work on activities that add value for Hazelden, with an emphasis on high-level, strategic matters and critical issues affecting its future.

Best Practices:

• Annual Board goals and Board and Committee work plans
• Formal and open agenda planning process
• Consent agendas

(9) Continuous Self-Renewal
The Board and each Committee regularly evaluates its performance and processes and uses the results to improve. The Board also evaluates the overall performance of the Board as well as the performance of the Chair and individual Trustees.

Best Practices:

• Governance Committee
• Regular self-assessment of Board and Committee processes, functions and effectiveness
• Evaluations of Chair and individual Trustees