Author + information
- Published online October 19, 2004.
- Pamela S. Douglas, MD, FACC, FAHA, Co-Chair,
- Thomas J. Ryan, MD, MACC, FAHA, Co-Chair,
- George A. Beller, MD, MACC, FAHA, Author,
- Edward F. Hines Jr, JD, Author,
- David Wm Livingston, JD, Author,
- Christine W. McEntee, Author,
- Nancy A. Brown, Author,
- Karen J. Collishaw, Author,
- Arthur Garson Jr, MD, MPH, MACC, FAHA, Author,
- Rose Marie Robertson, MD, FACC, FAHA, Author,
- Sidney C. Smith Jr, MD, FACC, FAHA, Author and
- Gayle R. Whitman, PhD, RN, FAAN, FAHA, Author
Over the past several years leadership in general, and corporate leadership in particular, has come under warranted scrutiny by the American public not only for unethical but, in many instances, fraudulent practices. The professions, and particularly the medical and scientific professions, have also been placed under increased scrutiny by government officials and the public. To be sure, these stains on the moral fabric of American leadership are spotty and hardly reflect the norm that characterizes the leadership of the totality of American enterprise. Notwithstanding, it seems both timely and important to examine and codify, if possible, the behavioral patterns that should be operative within the leadership of organized cardiology as reflected in its two principal institutions, the American College of Cardiology Foundation (ACCF) and the American Heart Association (AHA). The goal of this Task Force is to highlight those high moral and ethical standards that will serve to convey the integrity and professionalism of our organizations. It is the obligation of leadership and staff to reflect values by acting in a morally responsible and professional manner.
The ACCF and the AHA are both uniquely intertwined with the dual obligation that the health care professional (HCP) has to both the patient and to society. The primary obligation of the HCP is to the patient and to do that which is best for his or her well-being. This is the principle of beneficence(the obligation to protect persons from harm by maximizing anticipated benefits and minimizing possible risks of harm). In addition to supporting members in caring for individual patients, the ACCF and the AHA must also address societal concerns and adhere to the principle of distributive justice(which requires that the benefits and burdens of research and other health care resources be distributed fairly). Another tension is the dual obligation of the ACCF and the AHA to advocate for their professional members, and to advocate for patients and society as a whole. These multiple responsibilities, with their inherent tensions, mandate that the basic tenets of organized cardiology must be founded on a moral model in addition to the economic and contractual models currently practiced throughout corporate America today. This premise was set forth almost 15 years ago in 21st Bethesda Conference: Ethics in Cardiovascular Medicine (1), and what holds true for the contemporary HCP most certainly applies to its corporate leadership. The face of American cardiology is reflected in the image of both the staff and the volunteer leadership of the ACCF and the AHA as seen not just by patients but also by the scientific and clinical communities, the public-at-large, the media, government, industry, and corporate America. Additionally, the ACCF’s and the AHA’s tax-exempt status carries further obligations to society. Accordingly, in this Task Force report we have attempted to underscore those qualities essential to the structural and operational prerequisites that constitute the moral model. This is as difficult as it is similar to the Aristotelian concept of defining the virtuous man.
A statement of the problem
Upon reflection, it would appear that over the closing decades of the last century there has been an erosion of trust pervasive throughout this country in virtually all sectors of society. The hyperbole associated with current marketing techniques, the expanded media coverage with its emphasis on sensationalism, and a generally fading “truth-in-lending” ethos are likely contributing to the erosion of what used to be a solid and generalized trust. More subtle forces probably explain other acknowledged ills we witness today, which range from grade inflation to an absence of accurate disclosure in letters of recommendation, from failure of full disclosure to false claims, and from overpricing to outright stealing, to identify but a few. Mistrust has tainted such icons as the New York Stock Exchange and many of its leading members, the Olympic Organizing Committee, the Federal Bureau of Investigation laboratories, prominent philanthropies, and even to the churches of organized religions. The professions of law and medicine have also been caught in the glare of this penetrating spotlight. Only recently, cardiology itself had to endure the revelation of alleged greed within a medical institution in California (2). Stories of conflict of interest linked to biased clinical research continue to emerge.
Amidst this threatening climate it seems prudent to examine integrityand trustas they presently exist within all reaches of cardiovascular medicine. Where they are found lacking or weakened, remedies need to be devised for their restoration. Although this is the overarching objective of the Consensus Conference, this Task Force addresses the delineation of a code of conduct for staff and volunteers and has identified three separate areas that relate to the issue of trust in cardiovascular medicine: 1) the moral obligations of its leadership, 2) the stewardship of the organization, and 3) the identification of potential or perceived conflicts of interest.
These are meant to apply to anyone in a position of authority, influence, or privileged knowledge. It is also meant to apply to conduct governing professional and interpersonal relationships, including staff-to-staff interactions, staff-leadership interactions, staff-volunteer interactions, and volunteer-to-volunteer interactions.
Moral obligations of volunteer leadership and senior staff of non-profit organizations
The law generally imposes three primary obligations on the members of the board of a charitable organization (3). The first is a “duty of care,” which means that board members will act with the same degree of care or diligence as they would in their own personal or professional activities. The second is a “duty of loyalty,” which means that a board member must always act in good faith and avoid placing his or her own interests ahead of those of the organization. The third is a “duty of obedience,” which means that a board member must faithfully discharge the obligations imposed on him or her by law and by the corporation's bylaws and policies. Senior staff and volunteer leadership of a non-profit organization share on a moral level these duties to protect and care for the organization they serve and the resources they steward (4).
These duties obligate senior staff and volunteers to take the time to inform themselves of the organization's bylaws, policies, and procedures. Only by so doing can senior staff and volunteers ensure that, in carrying out their duties as volunteer leaders or senior staff, they avoid misrepresenting or misstating the organization's position or taking action in conflict with its established policy or consenting to or participating in inappropriate actions or decisions of others in the organization.
Volunteers and staff should act only within the scope of their authority. For example, in their contact with potential donors, they must avoid making promises they lack the authority to make or that the organization is not capable of filling without violating its established policies and procedures. In contacts with the press, both volunteers and staff must avoid making statements regarding the organization's position unless the organization in fact has an established position and unless these individuals are authorized and prepared to comment on it. In contact with public officials, both volunteers and staff members must exercise care in lobbying and political activities to avoid jeopardizing the organization's tax-exempt status or subjecting it to criticism in the press. In general, volunteers and staff must avoid committing the organization to any action unless they are duly authorized to do so. Creating unfulfilled expectations on the part of donors or other members of the public tends to erode the trust or goodwill on which the organization's success is based.
Volunteers and staff must always act in accordance with the organization's policy and should understand and respect the dynamic of governance/policy-setting and distinguish it from operational/management decision-making. Also, volunteers and staff must diligently carry out agreed-upon tasks and assignments, knowing that their failure to discharge undertaken tasks may expose the organization to embarrassment and legal claims, and may jeopardize the organization's ability to accomplish its mission. This is particularly a risk in the case of volunteers who at the time they agree to do something may fail to recognize the consequences to the rest of the organization of their own failure to perform. Prudent staff and governing bodies recognize this risk and manage their volunteers accordingly.
Volunteers and staff must protect the confidentiality of their organization's information, such as its intellectual property, its business and operational plans, its personnel information and actions, member lists, and the identity of individual donors.
Moreover, volunteers and staff should understand that the organization's reputation, which is so important to its ability to accomplish its mission, is based on the public's trust, which, as recent events make clear, is fragile and can easily be eroded. To protect this public trust, volunteers and staff members should report misconduct by others in the organization to the appropriate officials who have the authority to deal with it.
The ACCF and the AHA, as organizations sensitive to ethical issues, should have a carefully articulated set of core values. All volunteers and staff have a responsibility to adhere to these values, especially senior volunteers and staff, who are obligated to set an example for other staff and volunteers and also to the public.
It is the expectation that, during deliberations, differences of opinion may arise; these differences are encouraged and should be aired. However, once a final decision has been duly made by the organization, members of the board and senior staff should support it.
Stewardship of the organization
It is the duty of the membership, both volunteer and staff, to support and achieve the principal aims of the organizations they serve. The leadership, both volunteer and staff, have the added obligation of assuming the stewardship of their respective organizations. Because this entails not only oversight, management, and, in some instances, fiduciary responsibility, their efforts must also be directed at achieving and ensuring optimal value of their undertakings and decision-making on behalf of the organization.
The organization must have policies and supporting procedures for the following:
1. Expenditure/use of resources to assure that they are for the organization's benefit, and within the organization's operational plan, not for personal benefit.
2. Purchasing and vendor selection to assure decisions are made on appropriate criteria and with appropriate authorizations.
3. Relationships with industry to assure that both volunteer and staff are sensitive to the issue of conflict of interest and guide them to act in the interest of the organization, not for self or other organizations, and that decisions are not tainted by perceived or real conflicts or personal gain.
4. Nominations/elections that assure qualified candidates are identified and nominated for leadership positions and who have leadership abilities, competencies appropriate to that organization, and high ethics and integrity.
5. Board-operating policies that can address issues related to board members or others requesting resources/actions that are unsupported by board policy, and issues related to unprofessional conduct in board meetings and other leadership meetings.
6. Internal and external controls and audits to protect the financial and accounting integrity of the organization.
7. Internal audit or other process for identifying and addressing non-compliance with policies and procedures.
8. Employment practices/policies including: a) hiring/discipline/firing policies to protect both the rights of candidates/employees and those of the organization; b) grievance process for employees who believe they have been treated unfairly, which requires a response by management and which also protects the employee against retaliation or discipline for making a good-faith grievance; and c) policies to assure proper oversight of compensation practices.
9. Protecting the integrity of the organization's name, logo, assets, and reputation so they are not used for unauthorized purposes or for personal gain, including misrepresentation of the organization's position or misuse of one's employment by or leadership position with the organization in consultation, expert testimony, or personal endorsements.
1. Compliance with laws including those governing financial reporting, employment and compensation, privacy, fiduciary duties, and not-for-profit obligations and restrictions (e.g., taxes, solicitations, lobbying, political activities, compensation).
2. Process for volunteers and staff to identify suspected violations of policies, laws, or ethics to a designated organization official, which assures anonymity and no retaliation. Also, procedures to address suspected violations that assure fairness to all parties should be in place.
3. Examination of the Sarbanes-Oxley Act (Sarbanes-Oxley Act of 2002; P.L. 107-204) and implementation of those provisions that are relevant and appropriate to the organization, including, at a minimum, provisions to assure independent and financially literate audit committee members, independence and authority of the audit committee to oversee financial reporting and the audit process, and written statements from the chief executive officer and chief financial officer certifying the fair representation of financial information. Although the Sarbanes-Oxley Act applies to public corporations, the law sets standards with which the public will expect private and not-for-profit corporations also to comply.
4. Both a policy and a cultural expectation that volunteers and staff act consistent with and carry out the organization's bylaws/policies.
1. Decisions are made according to authority granted and specified in bylaws and policies (e.g., who can authorize what level of expenditures).
2. Decisions carry out the board's policy priorities and intent, and are not based on individual power/influence; and decisions are made in the best interest of the organization as a whole, not of a specific constituency.
3. Board members are provided an orientation, including the board's responsibilities and authorities, the organization's bylaws, policies and strategic plan, applicable not-for-profit laws, and fiduciary duties.
Relationships creating potential conflicts of interest
Relationships that can pose potential conflicts of interest exist both internally within the organization and externally. There is potential for conflict on the part of both staff and volunteer leadership. The existence of multiple, overlapping responsibilities and interests can create opportunity for bias, which cannot be addressed unless recognized.
Many kinds of relationships can create a potential for conflict, including, but not limited to, those with industry (e.g., grants, donations, sponsorships, promotions, research funding, consultantships), leadership in other professional societies or consultancies, which may represent either a conflict of interest or a conflict of commitment, obligations to a volunteer's university or employer, relationships with colleagues, family, and household members, and relationships with other businesses or individuals with competing or overlapping interests. Additional potential conflicts may be created by ownership of intellectual property related to the organization's area of expertise or activity, or by investment authority or decision-making responsibility for competing organizations or entities (e.g., other societies, for-profit ventures).
Within these relationships, certain activities/actions are prone to creation of conflict, and they should be viewed seriously and avoided whenever possible. These center on apparent prospect of gain that could improperly influence judgment and actions, including the actual or apparent possibility of financial, political, or material benefit to self, family, colleagues, or to the organization as a whole. Situations likely to create opportunities for such benefit include possessing the authority for decisions or actions that could possibly interfere with or affect the organization's best interests—including fiscal responsibilities, purchasing decisions, co-ventures with outside entities, and other transactions. Also to be avoided is any situation that has the potential to create an unfair advantage for self, family, and/or colleagues, such as non–merit-based judgment of performance and skills; accepting gifts from vendors; any relationship that results in unfair treatment of employees or volunteers; use of confidential or proprietary information for personal or potential gain, or against the organization's best interests; and agreements with entities for the purpose of receiving favorite status and/or characterized by unethical remuneration (e.g., kickbacks). Requiring particular attention are highly remunerative relationships, such as those with publishers, exhibitors, and high-level supporters. Other mechanisms for the creation of conflicts include misuse of organizational intellectual property, products, or reputation for personal gain or in conflict with the organization's best interests, and whenever demands of outside activities distract from optimal job performance by staff members.
Real or potential conflicts of interest can also be created by industry or other benefactors of the ACCF or the AHA, including staff or volunteers as individuals, offers of research and/or charitable funding accompanied by any actual, apparent, or potential restriction of use of funds or donations that inappropriately accrue to the benefit of donor and are not in the best interests of the recipient (i.e., does not advance the organization's mission). Recognizing the partial financial dependence of the ACCF and the AHA on industry support, situations such as the following should be avoided:
• undue influence, favoritism, or inappropriate recognition of corporate donors,
• soliciting or directing donations to areas of personal gain,
• constraints on publication of research results,
• premature release of scientific or guideline statements,
• activities that involve violation of Accreditation Council for Continuing Medical Education (ACCME) or PHARMAguidelines,
• unrealistic or unethical expectations as to gain, or
• using organizational funds for personal or unauthorized use.
Although intersocietal relationships are beneficial and foster collaboration between organizations, they may also create the potential for conflicts for members or staff who are leaders of more than one related organization, or who may be perceived as able to disclose confidential or proprietary information.
Because senior officers, selected committee chairs, and journal editors have a unique role in the organizations, the ACCF and the AHA should have well-defined policies regarding relationships that may represent potential or perceived conflicts of interest. These policies should consider which individuals are included and what relationships, if any, may be prohibited.
As avoidance of any real or potential conflict of interest represents an important ethical as well as operational mandate, the ACCF and the AHA should actively recognize the potential problems and develop proactive policies for individuals and the organizations, including codes of conduct, relationships with industry policies that include thresholds for disclosure based on level of financial interest, and disclosure forms and procedures for assessing and ensuring compliance. These should include a definition of conflicts to avoid and statement of principles to follow in staff and volunteer appointments and assignments, regular monitoring of possible sources of conflicts, guidelines for dealing with conflicts (e.g., disclosure, recusing oneself from discussion, non-voting), and procedures for dealing with violations. A component of any policy should include recognition of the obligation of staff and volunteer leadership to set an example by following and promulgating principles of high ethical and moral behavior as well as the obligation of the organization to educate staff, volunteers, and members on these important issues.
1. The organizations should have articulated their core values, which should be supported by a written code of conduct.
2. Board members, staff, and volunteers should act in accordance with their fiduciary, legal, and corporate responsibilities.
3. The organizations should have policies and procedures to protect their reputations/integrity, and to ensure legal and regulatory compliance and proper authority/decision making.
4. The organizations should have conflict-of-interest policies and procedures for both internal and external relationships.
- American College of Cardiology Foundation and the American Heart Association, Inc.
Task force 6 references
- ↵Business-Financial Desk. Operating Profits: Mining Medicare. How One Hospital Benefited from Questionable Surgery. New York Times, August 12, 2003.
- Futter V.
- Independent Sector