The Cleveland Clinic Foundation is an Ohio nonprofit corporation. As such, it is not owned by any individuals or corporate entities. The Cleveland Clinic Foundation serves as a direct or indirect parent or as the “sole member” or “sole regular member” of each affiliate within the Cleveland Clinic Health System (CCHS).
Each of the various corporate entities that comprise CCHS has its own board of directors/trustees and officers. The Cleveland Clinic governs CCHS through direct representation on such boards, reserved powers and other governance controls. The Cleveland Clinic is governed by its Members, a Board of Directors, and a Board of Governors.
The Cleveland Clinic Board of Directors is the primary governing body for CCHS and is charged with the fiduciary duty to act on behalf of the Cleveland Clinic. Directors are selected on the basis of their expertise and experience in a variety of areas beneficial to the Cleveland Clinic and CCHS and are not compensated for their services. A majority of the Directors are required to be independent. Directors are elected for four-year terms. The Governance Committee of the Board of Directors makes nominations to the Members of candidates for election by the voting Members as Directors. Upon the expiration of a Director’s term, the Governance Committee will evaluate the Director to determine whether that person should be re-nominated. Any Director may voluntarily resign from active service and request appointment as an Emeritus Trustee.
The Cleveland Clinic Board of Trustees serves as an advisor to the Board of Directors. Trustees are non-voting and are selected on the basis of their expertise and experience in a variety of areas beneficial to CCHS, including service to the community, and are not compensated for their services. Trustees also serve on the committees of the Board of Directors.
The Members of the Cleveland Clinic are elected by existing voting Members. Members must possess specific qualifications as delineated in the Cleveland Clinic’s Code of Regulations. Only Members serving as Directors of the Cleveland Clinic have voting rights. The voting Members meet at least annually to elect new Directors to the Board of Directors, to consider and adopt amendments to the governing documents and to act upon such other matters as may be appropriate.
The committees of the Board of Directors are Audit, Board Policy, Compensation, Conflict of Interest and Managing Innovations, Finance, Governance, Government and Community Relations, Investment, Medical Staff Appointment, Philanthropy, Quality, Safety and Patient Experience and Research and Education.
The Governance Committee nominates individuals annually to serve as Directors of the Cleveland Clinic. It also elects individuals to serve as Trustees of the Cleveland Clinic from time to time. When considering Director and Trustee candidates for nomination, the Governance Committee considers business/professional expertise, independence, and other factors such as judgment, skill, diversity, and civic involvement.
Each regional hospital is governed by a Board of Directors that also delegates certain responsibilities and duties to an Executive Committee. Each Regional Hospital also has a Board of Trustees that assists in overseeing certain matters relating to quality, safety, patient experience, credentialing, community engagement and hospital leadership evaluation, subject to final approval by its respective Regional Hospital Board of Directors.
The Chair of the Cleveland Clinic Board of Directors holds the highest Board position but is not an executive officer, employee or staff member of the Cleveland Clinic. As of April 2018, there are 29 members of the Cleveland Clinic Board of Directors. These include three senior members of the Cleveland Clinic Board of Governors. There are also six female and two African-American Directors.
Of the 29 members of the Board of Directors, there are 22 Directors (17 males and 5 females) who are independent under the Cleveland Clinic’s Board Independence Policy. Under this Policy, an independent Director is a Director whom the Governance Committee, after considering all relevant facts and circumstances in accordance with the policy, advice and guidance of the Chief Governance Officer, and upon the recommendation from the Board Conflict of Interest and Managing Innovations Committee, has affirmatively determined that he/she has met certain criteria, as defined in the Cleveland Clinic’s Board Independence Policy. A Director will not be determined to be independent if certain conditions are met including, but not limited to, if the Director is employed by the Cleveland Clinic, received compensation from the Cleveland Clinic or is a director or executive officer of an entity with gross payments to or annual receipts from the Cleveland Clinic of more than 1% of the receiving entity’s gross revenues for the applicable year.
Cleveland Clinic received many awards in 2017, maintaining its reputation as one of the largest and most respected hospitals in the country.
Cleveland Clinic is a member of the following organizations:
- American Association of Medical Colleges
- American Clinical Laboratories Association
- American College of Physicians
- American Hospital Association
- American Medical Group Association
- Association of Health System Pharmacies
- Greater Cleveland Health Association
- Health Management Academy
- Healthcare Leadership Council
- National Quality Forum
- Ohio Hospital Association
- OHA Environmental Leadership Council
- Association for Community Health Improvement
- Association of American Medical Colleges
- Center for Health Affairs
- Greater Cleveland Partnership
- Leadership Cleveland
- Ohio Minority Supplier Development Council
- Practice Greenhealth
- Society of Black Academic Surgeons (SBAS)
- Society for Human Resource Management (SHRM)
- Sustainable Cleveland, 2019
- US Green Building Council
In addition to serving on many of the boards and committees of these organizations, we provide guidance to these organizations on their healthcare policy positions, and by extension benefit from their lobbying activities (as do their other member organizations).
Our individual physicians and researchers participate as individual members of organizations related to their specific areas of practice or interest, such as the American College of Radiology.
Transparency & Anti-Corruption
Cleveland Clinic is committed to ethical business practices. To support this, the organization has an appointed Chief Integrity Officer with a direct line to the Board of Directors. The Chief Integrity Officer oversees the audit office and is responsible for auditing yearly expenses and invoicing, reviewing Protective Services’ procedures for conducting background checks, ensuring the completion of the Foreign Corrupt Practices Act training and performing audits to detect fraud. The Chief Integrity Officer also oversees the Corporate Compliance Department that ensures compliance with federal, state and local laws and regulations, and operates an anonymous whistle-blowing hotline.
The entire Cleveland Clinic healthcare system is included in our anti-corruption risk analysis. Training is required for the Code of Conduct annually for all employees, but training for FCPA corruption is only required for management and foreign travelers. Caregivers found to be involved in fraud are terminated and prosecuted.
Conflict of Interest
Cleveland Clinic is a prominent medical, research and academic healthcare system. We lead the way in healthcare with our model of care, innovations and patient care standards. Within all of our institutes and work places, including research, medical practices, purchasing and labor decisions, we maintain high ethical standards. These standards are established and preserved at the highest level.
The Cleveland Clinic Board of Directors Conflict of Interest and Managing Innovations Committee is responsible for (a) determining the existence of, assessing, resolving and managing, any conflicts of interest arising from an individual interest of a Director, Trustee or Officer of CCHS or from an interest held directly or indirectly by Cleveland Clinic, in accordance with the current Board of Directors Conflict of Interest Policy and (b) supervising the Cleveland Clinic Professional Staff Conflict of Interest Committee in the performance of its responsibilities for professional staff conflicts of interest matters. The Committee conducts its duties in accordance with all applicable rules and regulations, including those applicable to nonprofit and tax exempt charitable organizations.
On an annual basis, the Cleveland Clinic distributes a questionnaire to CCHS directors, trustees, officers and key employees to determine independence, as defined by the United State Internal Revenue Service and Cleveland Clinic Conflict of Interest Policy. This questionnaire is also designed to ascertain information relating to business affiliations and transactions that might give rise to potential conflicts of interest.
Directors and Trustees who are not independent are entitled to participate fully in their duties as a Board member, subject to the Cleveland Clinic’s Conflict of Interest policies and the requirements applicable to Board members to recuse themselves from any actions that involve a personal interest. A Director or Trustee who is deemed not to be independent is nevertheless assumed to be always acting in the best interests of Cleveland Clinic.
Cleveland Clinic developed a formal corporate compliance program in 1996 and established the Office of Corporate Compliance, under the appointment of the Chief Integrity Officer to oversee this program in 1998. The corporate compliance program ensures that caregivers, contractors and vendors conduct activities in full compliance with applicable federal, state and local laws, regulations, policies and ethical standards.
In 2003, the Privacy Office was established in response to the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Under the Office of Corporate Compliance, the Privacy Office has been responsible for guaranteeing the healthcare system follows HIPAA regulations and ensuring these policies are integrated into the organization’s culture and procedures. Today, the Office of Corporate Compliance works in partnership with the Information Technology Security Department to protect patient health and financial information. This includes the 2012 implementation of a new Electronic Data Stewardship program focused on data loss prevention, advanced malware protection and fraud identification.
In 2012, Cleveland Clinic established the Office of Clinical Compliance to ensure clinical processes are aligned with the development of a value-based care model. In 2015, the Office of Clinical Compliance continued to collaborate with institutes, regional medical executive committees and independent practitioners to audit and monitor inpatient and outpatient clinical activities.
Culture of Principles
The Cleveland Clinic Board of Directors, as the governing body of the Cleveland Clinic, regularly evaluates its membership with a view to increasing its diversity and including qualified representatives from the communities it serves. The Governance Committee of the Board of Directors regularly reviews the composition of the Board, based on various factors, so as to ensure a balanced membership that includes ethnic and gender diversity, as well as business and community expertise. The Governance Committee also seeks recommendations from Board members of candidates that will add value to the Board of Directors and Board of Trustees.
“Being named again as one of the world’s most ethical companies shows that Cleveland Clinic is committed to conducting business the right way, by emphasizing corporate compliance, transparency, social responsibility, environmental stewardship and ethical decision-making in all facets of our enterprise.”
—Donald A. Sinko, CPA, CRMA, Chief Integrity Officer
Cleveland Clinic established a Code of Conduct for all caregivers and set regulations for ethical and safe workplace policies. To maintain a culture of principles, Cleveland Clinic manages anonymous hotlines and email accounts for employees to voice concerns about employment practice breaches to issues of privacy and business ethics. In addition, the Office of Corporate Compliance directly receives and responds to compliance-related inquiries from concerned patients and employees.
Since 2013, the Office of Corporate Compliance Responded to more than 5900 inquiries.
Transparency is a key part of the Cleveland Clinic model of care. We disclose detailed information about our physicians and their affiliations on our websites. We share information about our environmental, social and economic impacts with our stakeholders. We believe that, by operating transparently, we can create the best value for our patients, caregivers and communities.
Cleveland Clinic became a signatory of the UN Global Compact and wrote our first communication on progress in 2008. Each year since that time we have compiled an increasingly complex and detailed report to benchmark our goals and performance against these goals. We include our management strategies and intentions in these reports as an extension of Cleveland Clinic culture. This report both reflects and reinforces our commitment to ethical and transparent organizational behavior.
Human Rights & Labor Standards
Cleveland Clinic understands the importance of human capital and is committed to diversity and inclusion. We provide equal opportunity across all employment practices, including recruitment, selection, training, promotion, transfer and compensation, without regard to age, gender, race, national origin, religion, creed, color, citizenship status, physical or mental disability, pregnancy, sexual orientation, gender identity or expression, marital status, genetic information, ethnicity, ancestry, veteran status, or any other characteristic protected by federal, state or local law (“protected categories”). In addition, Cleveland Clinic administers all personnel actions without regard to disability and provides reasonable accommodations for otherwise qualified disabled individuals.
Cleveland Clinic strives to foster a culturally sensitive workforce and provides cultural competency online training to new hires and to all caregivers annually, as well as instructor-led trainings and individual coaching to provide ongoing cultural competency development across the enterprise.
Under Cleveland Clinic policy, employees are entitled to file complaints relating to possible discriminatory treatment or other violations of policy with their managers, Human Resources and/or our confidential Compliance Reporting line. Investigations take place after each report is made and corrective action is taken as necessary. Employees are also entitled, by law, to submit complaints regarding alleged discriminatory actions with various state and federal agencies. During the calendar year 2017 no findings of probable cause were issued by any administrative agency.
Cleveland Clinic’s compensation system is designed to provide wages that are externally competitive and internally equitable; it includes a review process for any market-driven salary offer that has the potential to disrupt internal equity. Cleveland Clinic offers an integrated, competitive and comprehensive benefits package that applies to substantially all part-time and full-time caregivers who are scheduled to work at least 40 hours per two-week pay period, with the exception of short-term disability and long-term disability benefits that are only available to full-time caregivers. All caregivers with the exception of students, residents/fellows and research associates participate in a noncontributory, defined contribution plan to assist with long-term financial planning and retirement. Cleveland Clinic’s contribution for the plan is based upon a percentage of caregiver compensation and years of service. Cleveland Clinic also sponsors a defined contribution plan, an employee-guided investment fund (403b), which is available to full-time, part-time or PRN caregivers and has a participation rate of 80%. This plan matches caregiver investments in the fund at a rate of 50 percent, up to 6 percent of employee contribution. As plans change over time, employee contributions and benefits in defunct plans are frozen and future withholdings utilize active plans.
Our policies prohibit off-the-clock work for non-exempt caregivers, as well as supervisory behavior that permits, encourages or requires off-the-clock work. Our timekeeping systems and policies are designed to comply with applicable federal and state regulations regarding pay, including accurate calculation of overtime compensation. Human Resources policies address appropriate use of independent contractors, student interns and hospital volunteers. We adhere to state regulations regarding working hours, duties and breaks for caregivers who are minors. Prior to commencing employment, every minor under the age of 18 must possess a valid Age and Schooling Certificate (work permit) unless otherwise exempted as stated in Chapter 4109 of the Ohio Revised Code. Ohio law restricts the hours of work of minors and prohibits their employment in occupations that are considered hazardous to their health.