By Todd Cohen
Four women and seven men, all with ties to the world of health or philanthropy, have been tapped for the board of what is expected to be North Carolina’s largest health foundation.
Designated under state law by Attorney General Roy Cooper and drawn from throughout the state, the 11 North Carolinians would oversee the new Health Foundation for North Carolina, which will be created if state regulators approve plans by Blue Cross and Blue Shield of North Carolina to become a for-profit business.
The foundation initially would own all of Blue Cross’ stock, which could be worth $1 billion to $3.5 billion, according to estimates.
At the same time, Blue Cross says it will propose strengthening the foundation’s role in the company’s big business decisions when it submits a new conversion plan to Cooper and to Insurance Commissioner Jim Long.
The new plan, which the insurer hopes will meet objections both regulators have raised about an earlier conversion plan it submitted in July, will call for strengthening the rights and role of a Blue Cross corporate director the foundation would designate.
Blue Cross also is trying to overcome objections from the Blue Cross and Blue Shield Association, which owns the Blue Cross and Blue Shield names and trademarks.
The regulators generally want the foundation to have a greater voice in Blue Cross’ business decisions, while the association wants it to play a more limited corporate role.
Blue Cross says a director designated by the foundation now will remain on the insurer’s board for six years or until the foundation owns less than 5 percent of Blue Cross’ stock, whichever occurs first.
Under its previous plan, the designated director would have served on the Blue Cross board only until the foundation owned less than half of the company’s stock.
Blue Cross says it also will propose that, as long as the foundation owns at least 20 percent of the company’s stock, the designated director would be responsible for sharing information and consulting with the foundation’s board about any proposed sale of the company.
The foundation would be able to vote all its shares on any sale of the company, and would have to keep critical internal information about a proposed sale confidential
In the previous plan, Blue Cross said it would consult with the foundation before considering a proposal from a buyer – a responsibility it now wants to give to the designated director.
The individuals that Cooper has designated to serve on the foundation board represent the worlds of business, health care, health education, medicine, nonprofits, philanthropy and public health.
If the conversion is approved, they actually will be appointed if at that time they meet qualifications spelled out by law, as well as guidelines requiring independence from Blue Cross.
At that time, Cooper would name the initial board’s chair and vice-chair.
Cooper named the designated directors from 22 finalists selected unanimously by a search committee, created under state law, that included representatives selected by the N.C. Center for Nonprofits, N.C. Citizens for Business and Industry, N.C. Hospital Association, N.C. Medical Society and Board of Governors of the University of North Carolina system.
The finalists were drawn from more than 750 individuals nominated by the search committee, the public and anonymous recommendations.
The designated board members are:
*John Hatch, program development officer, department of health education, The General Baptist State Convention, Raleigh; doctorate in health behavior and health education; adjunct professor, department of health education, N.C. Central University in Durham.
*William Lawrence Joyner, interim executive director, New Hanover Community Health Center, Wilmington.
*Thomas W. Lambeth, senior fellow and retired executive director, Z. Smith Reynolds Foundation, Winston-Salem.
*David Carroll McRae, CEO, University Health Systems of Eastern North Carolina, Greenville.
*Charles D. Owen III, president, Charles D. Owen Manufacturing Co., Swannanoa; board chair, Mission St. Joseph’s Health System, Asheville.
*Gloria Pace King, president, United Way of Central Carolinas, Charlotte.
*Pam Silberman, associate director for policy analysis, Cecil G. Sheps Center for Health Services Research, University of North Carolina at Chapel Hill.
*Michael C. Tarwater, executive vice president and chief operating officer, Carolinas Healthcare System, Charlotte.