Governance

Overview

The Cleveland Clinic Foundation is an Ohio nonprofit corporation whose mission is caring for life, researching for health and educating those who serve. The Cleveland Clinic Foundation is the direct or indirect parent (or the “sole member” or “sole regular member”) of each affiliate within the Cleveland Clinic Health System (CCHS), other than Ashtabula County Medical Center and Cleveland Clinic Abu Dhabi, both of which the Cleveland Clinic provides management services pursuant to agreements.

Each of the various corporate entities that comprise CCHS has its own board of directors/trustees and officers. Cleveland Clinic governs the CCHS through direct representation on such boards, reserved powers and other governance controls via its Members, a Board of Directors and a Board of Governors.

The Cleveland Clinic Board of Directors is the primary governing body for CCHS.  It is charged with the fiduciary duty to act on behalf of Cleveland Clinic, and is also responsible for decision-making on social and environmental topics. Directors are elected to four-year terms and selected for their expertise and experience in a variety of areas beneficial to Cleveland Clinic and CCHS. Directors who are not Cleveland Clinic employees are not compensated for their services, and a majority are required to be independent. Within the Board of Directors, the Governance Committee nominates new Directors, who then become Members if they are confirmed by a vote by the Board. When a Director’s four-year term has concluded, the Governance Committee completes an evaluation to determine whether the Director 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 the Board of Directors in an advisory capacity. Like Directors, non-Cleveland Clinic employed Trustees do not receive compensation and are selected for their expertise and experience, including community service. Trustees also serve on various committees of the Board of Directors.

Existing voting Members elect new Members, who must possess specific qualifications specified in Cleveland Clinic’s Code of Regulations. Only Members serving as Directors of Cleveland Clinic have voting rights. The voting Members meet once or more per year to elect new Directors to the Board of Directors, consider and adopt amendments to governing documents and to address other matters as appropriate.

The Board of Directors has the following committees:  Audit, Board Policy, Compensation, Conflict of Interest and Managing Innovations, Finance, Governance, Investment, Medical Staff Appointment, Philanthropy and Technology.

The Governance Committee nominates individuals annually to serve as Directors of Cleveland Clinic and periodically elects individuals to serve as Trustees of Cleveland Clinic. When evaluating Director and Trustee candidates for nomination, the Governance Committee considers business/professional expertise, independence, judgment, skill, diversity and civic involvement. The Governance Committee is also authorized to function as an Executive Committee and has met on a regular basis during the COVID-19 pandemic.

A Board of Directors governs each Ohio and Florida regional hospital and delegates certain responsibilities and duties to an Executive Committee. Additionally, most Regional Hospitals have a Board of Trustees to assist in overseeing quality, safety, patient experience, credentialing, community engagement and hospital leadership evaluation issues, 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 Cleveland Clinic. As of March 2022, there are 30 members of the Cleveland Clinic Board of Directors, which includes three senior members of the Cleveland Clinic Board of Governors, eight female Directors (including the Board Chair), two African-American Directors, two Asian Directors and one Hispanic Director.

According to Cleveland Clinic’s Board Independence Policy, a majority of the Board of Directors must be independent. Under this Policy, a Director cannot be considered independent if he or she is employed by the Cleveland Clinic, receives compensation from the Cleveland Clinic or serves as director or executive officer of an entity that receives more than 1% of its gross revenues from Cleveland Clinic. Additionally, a Director's status as independent must be ratified by the Governance Committee, which considers the advice and guidance of the Chief Governance Officer, the recommendations of the Board's Conflict of Interest and Managing Innovations Committee and all relevant facts and circumstances in accordance with the Board Independence Policy. As of March 2022, the Board of Directors has 25 independent Directors.

Awards

In 2021, Cleveland Clinic was recognized for excellence across several disciplines, including but not limited to clinical care, innovation, diversity, ethics, supply chain and environmental initiatives.

• View the full list of awards

Memberships

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 for Community Health Improvement.
• Association of American Medical Colleges.
• Association of Health System Pharmacies.
• Center for Health Affairs.
• Florida Hospital Association.
• Greater Cleveland Health Association.
• Greater Cleveland Partnership.
• Health Management Academy.
• Healthcare Leadership Council.
• Health Care Compliance Association (HCCA).
• Leadership Cleveland.
• National Quality Forum.
• OHA Environmental Leadership Council.
• Ohio Hospital Association.
• Ohio Minority Supplier Development Council.
• Practice Greenhealth.
• Research!America.
• Society for Human Resource Management (SHRM).
• Society of Black Academic Surgeons (SBAS).
• US Green Building Council.

Through our participation in these boards and committees, we share best practices with other member organizations, recruit talent and take collective action to improve public health and advance healthcare policies. In doing so, member organizations, including Cleveland Clinic, benefit from their lobbying activities by extension. We also encourage our physicians and researchers to become members of organizations relevant to their areas of expertise.

Conflict of Interest

Cleveland Clinic maintains the highest ethical standards to ensure we operate in accordance with our guiding principle of “Patients First” across our entire enterprise. To prevent, identify and manage any potential conflicts of interest, Cleveland Clinic has a Board of Directors Conflict of Interest and Managing Innovations Committee, a Board of Directors Conflict of Interest Policy and a Professional Staff Conflict of Interest Committee.

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, 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. We use information gathered from this questionnaire to review 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 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 deemed not independent is nevertheless assumed to be always acting in the best interests of Cleveland Clinic.

Compliance and ethics

The Office of Corporate Compliance & Business Ethics ensures caregivers, contractors and vendors understand and act in full compliance with applicable federal, state and local laws, regulations, policies and ethical standards. Cleveland Clinic offers comprehensive compliance training to establish expectations across the organization. All caregivers complete mandatory online compliance training annually and receive regular compliance highlights by newsletter. The Office of Corporate Compliance & Business Ethics provides in-person education sessions to all institutes each year, all new financial managers and at all regional annual board meetings. Additionally, the Office of Corporate Compliance & Business Ethics has their own intranet page accessible to all caregivers that contains compliance news, educational materials and training resources. Educational offerings include monthly corporate compliance education sessions, quarterly administrative compliance meetings, research compliance program meetings, research orientations and monthly clinical research roundtables.

In 2021, the Ethisphere Institute named Cleveland Clinic one of the World’s Most Ethical Companies for its strong ethics and compliance programs. The 2021 list included 135 honorees representing 22 countries and 47 industries, and Cleveland Clinic was one of only six healthcare providers to make list.

Compliance committees provide additional support in fulfilling duties and oversight responsibilities and include the Corporate Compliance Committee, 15 regional hospital compliance committees, nearly 30 institute and division compliance committees and the Research Compliance Committee.

Ensuring patient privacy and data security is paramount to providing our patients the highest quality care. To this end, we instituted the Privacy Office in 2003 under the Office of Corporate Compliance & Business Ethics to guarantee enterprise-wide integration of HIPAA regulations into our culture and procedures. The Office of Corporate Compliance & Business Ethics and the Cybersecurity Department collaborate to evaluate our compliance program on an ongoing basis, proactively implementing changes to address the evolution of technology and its application in the healthcare sector. One outcome of this partnership includes the Electronic Data Stewardship program, designed to prevent data loss and identify fraud, and to offer advanced malware protection.

We encourage our growing number of patients and caregivers to contact the Office of Corporate Compliance & Business Ethics directly with questions and concerns related to privacy and ethics or through anonymous email accounts and hotlines. In 2021, Corporate Compliance investigated 1,855 reported compliance concerns, compared to 1,890 inquires in 2020 and 2,232 inquiries in 2019. While the decreases in reported concerns during the COVID-19 pandemic were due to significant increases in remote working, the large number of reported concerns each year is a positive reflection on the effectiveness and communication of the Cleveland Clinic compliance program. Cleveland Clinic has a culture of compliance, where caregivers know they can speak up and have their concerns appropriately addressed.

Transparency & Anti-Corruption

Cleveland Clinic’s Chief Integrity Officer reports directly to the Board of Directors and oversees the audit and compliance programs focused on risk management, regulatory compliance, business ethics and internal controls for the health system, as well as dotted line responsibility for cybersecurity. Responsibilities of the Chief Integrity Officer include annually developing audit and compliance programs based on conducting annual audit and compliance risk assessments, conducting fraud detection audits, evaluating background check procedures performed by Protective Services, operating an anonymous whistle-blowing hotline and ensuring all caregivers complete annual compliance training. The Chief Integrity Officer also supervises the Internal Audit Department and Corporate Compliance Department to ensure compliance with federal, state and local laws and regulations.

Our anti-corruption risk analysis includes the entire Cleveland Clinic healthcare system. We require all caregivers to review the Code of Conduct policies and procedures as part of the onboarding process. Additionally, caregivers can access the Code of Conduct at any time via our caregiver intranet. Following an investigation, caregivers found to have committed fraud are subject to disciplinary action, including termination and prosecution.

Our commitment to transparency supports our ability to innovate, attract and retain talent, drive value throughout our value chain and deliver the highest quality of care. Through industry benchmarks, this report, email communications, social media platforms, our intranet site and a variety of other communication channels, we strive to provide timely and relevant information to patients, caregivers and communities.

Human Rights & Labor Standards

As a signatory of the UN Global Compact, Cleveland Clinic is committed to respecting and promoting human and labor rights in our operations. We also promote human and labor rights in our supply chain by assessing each vendor’s corporate environmental, social and governance (ESG) performance.

All Cleveland Clinic trustees, caregivers, volunteers and service providers are required to observe our Code of Conduct, which includes compliance with fair labor practices and human rights. Healthcare providers are often the first professionals to have contact with human trafficking victims, and as such, all those required to comply with our Code of Conduct must be vigilant for signs of human trafficking in any aspect of our business and supply chain, and comply with Cleveland Clinic policies and procedures for reporting such concerns.

Cleveland Clinic provides 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, we administer all personnel actions without regard to disability and provide reasonable accommodations for otherwise qualified disabled individuals.

Cleveland Clinic develops an empathetic and culturally sensitive workforce, and provides annual cultural competency training online for all caregivers, as well as seminars and consultation services to caregivers and departments to create a more inclusive environment.

• Learn more about our caregiver diversity and inclusion programs here

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. We conduct investigations for each report and administer corrective action as necessary. Employees are also entitled, by law, to submit complaints regarding alleged discriminatory actions with various state and federal agencies. During the 2021 calendar year, no findings of probable cause were issued by any administrative agency.

We designed our compensation system to attract and retain top talent while maintaining internal equity. To this end, we conduct an internal review process for any salary offer that has the capacity to disrupt this equity. We offer an integrated, competitive and comprehensive benefits package that applies to all part-time and full-time caregivers 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. To assist with long-term financial planning and retirement, Cleveland Clinic offers a pension plan and tax-deferred retirement plan. We automatically enroll all caregivers, with the exception of students, residents/fellows and research associates, in a noncontributory pension plan for which Cleveland Clinic’s contribution is a percentage of caregiver compensation based on years of service. Full-time, part-time and PRN caregivers can take part in the 403(b) investment fund, and the rate of caregiver participation in our retirement savings plans was 93% in 2021. Cleveland Clinic matches caregiver investments in this fund at a rate of 50% for up to 6% of employee contributions.

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. We designed our timekeeping systems and policies 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.