Public Company Board Members Should Use SOX Disclosure Rules in Non-Profit Role


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Public Company Board Members Should Use SOX Disclosure Rules in Non-Profit Role

Union asks board members to seek restatement of Beth Israel Deaconess Medical Center audit

Mike Fadel
Executive Vice President
1199SEIU

Staples (NasdaqGS:SPLS) director Martin Trust should apply the same Sarbanes-Oxley standards used by Staples and other publicly traded companies to his role on the board of Beth Israel Deaconess Medical Center (BIDMC), according to labor group 1199 SEIU United Healthcare Workers East.

Five other company directors should take similar action, says a letter sent today by 1199 SEIU to the following board members of BIDMC and Caregroup, BIDMC’s parent organization.

Boston Properties (NYSE:BXP) executive and director Douglas T. Linde
Brooks Automation (NasdaqGS:BRKS) CEO and director Robert Lepofsky
Massbank (NasdaqGS:MASB) director Allan Bufferd
Charles River Laboratories International (NYSE:CRL) director Stephen Chubb.
Genesee & Wyoming (NYSE:GWR) director Robert M. Melzer

1199 SEIU asserts that board members who serve on publicly traded companies covered by Sarbanes-Oxley should apply their knowledge of Sarbanes-Oxley disclosure standards in their nonprofit roles.

Sarbanes-Oxley does not apply directly to nonprofit organizations. However, under Massachusetts law, nonprofit directors must use their specialized knowledge and experience in their role as nonprofit fiduciaries (Mass. Gen. Laws ch. 180 §6C).

BIDMC's audit disclosures appear to commingle bad debt and charity care, a practice under scrutiny by the IRS and Congress. Charity care is a key metric for non-profits.

If Sarbanes-Oxley were applied to nonprofit organizations, BIDMC's reporting would likely not meet the "real time" and "plain English" requirements of Sarbanes-Oxley (SOX §409) in disclosing charity care and bad debt. Inadequate charity care disclosure may endanger a hospital's state or local tax exemptions or expose the institution to other regulatory consequences.

The letters sent to Sarbanes-Oxley affected members of the boards of BIDMC and its parent organization CareGroup reads, "Your breadth of experience in the private sector combined with your service on non-profit BIDMC's board of directors uniquely positions you to recognize the deficiencies in BIDMC's financial reporting." The letter asks that fiduciaries request the withdrawal and revision of BIDMC's 2005 and 2006 audits in order to meet the higher Sarbanes-Oxley standards.

"As America gets serious about healthcare reform, hospital fiduciaries need to ensure that an institution accurately discloses how much charity care it provides," said Mike Fadel, Executive Vice President of 1199 SEIU.

CareGroup is expected to issue $282 million in new debt in April 2008. CareGroup currently has $220 million of tax-exempt fixed-rate debt (CUSIP Nos. 57585JWL1, 57585JWP2, 57585KTZ1, 57585JWU1, 57585JWT4, 57585JWN7, 57585JWM9, 57585JWV9) and $340 million of tax-exempt, variable auction rate debt (CUSIP Nos. 57585JWR8, 57585JWS6, 57586CDH5, 57586CDJ1, 57586CDK8, 575851JR2, 57585JLN9, 57585JLP4) outstanding.

With over 300,000 members in Massachusetts, Maryland, Washington D.C. and New York State, 1199 SEIU United Healthcare Workers East is the largest and fastest growing health care union in the country. Our mission is to achieve affordable, high quality healthcare for all. 1199 SEIU is part of the Service Employees International Union, which has over 1.9 million members

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