Michael Peregrine

speaker

854 appearances 3 recordings 1 series first heard Jun 2026 last heard 4 Aug

Michael Peregrine’s voice in public audio — every appearance, attributed to the second.

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Recordings per month over the last 12 months — 3 in all, peaking in Aug 2026 with 1.

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AHLA's Speaking of Health Law · Health Care Corporate Governance: Effective Board Committee Practice · 4 Aug 2026 podcast

If we don't incorporate the proper structural steps into the process, we could end up with undesirable consequences should the full board take and rely on committee efforts.

And that reliance is challenged.

We've got to put in the time.

This is a hot button for me, Rob.

I think the longer we get away from the Sarbanes area, we kind of see director and officer independence kind of erode the concerns.

And I think that that's a mistake because

In my experience, I still see the value of preserving board control in the majority of independent directors, as well as for at least certain key committees like audit, compliance, governance, and executive compensation.

I've seen the harm that can come from interested directors taking charge of a committee by virtue of the sheer power of their personality in driving the committee's decision in a way that

creates at least optical issues of conflict.

So I think the reasons for protecting against board members beholden to management still exist.

I think the reasons for assuring independent control of certain key committees also still exists.

Yeah, there are a few, and I really think, I don't know what category we put them under, but I think collectively they speak to the complexity of maintaining an effective committee practice.

And before, Rob, I go through these, I think, again, as a reminder, committee practice is a big deal, and it's not something that can be disposed of in a short period of time, and it's worth asking the corporate secretary and the chief legal officer to help work with the governance committee to make sure we get it right.

So what are the other things that I kind of throw on the checklist?

Again, as we talked about before, confirm that the charter accurately reflects the nature of the delegation to the committee from the board.

Making sure we review how the committee chair is appointed and whether the chair has any unusual powers or authorities.

Now, I'm sure all of our listeners listened to our last podcast about the duties of the board chair, and they'll remember that sometimes the board chair or a committee chair has a lot less power than he or she may think they have.

Another thing, Rob, is looking at turnover, refreshment of committee members.

This is an issue that is, there's not a lot of real best practice on this, but, you know, it's a hot issue.

We want to keep our audit committee members serving a long time because they've had so much institutional experience and they've learned the ropes.

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