Governance, Ethics, and Accountability
Core concepts
Governance is the system by which an optometric practice or organization is directed, controlled, and held to account. Candidates must distinguish governance (board-level oversight, policy, fiduciary duty) from management (day-to-day operations). Know the board's three fiduciary duties: care (informed, deliberative decisions), loyalty (put the organization's interest above personal interest), and obedience (stay within mission and law). Understand conflict-of-interest policy: disclose, recuse, document. Understand accountability chains - delegated authority must have a matching reporting line.
Clinical governance sits alongside corporate governance: credentialing and privileging, peer review, incident reporting, and a just culture that separates human error from reckless behavior. Know the difference between retributive, blame-free, and just culture approaches - the just culture is the modern standard.
Traps
- Confusing conflict of interest (a situation) with ethical breach (a failure to manage it). Disclosure alone usually satisfies policy; recusal is required when the conflict is material.
- Questions that describe a board "approving" an operational decision - boards set policy and strategy, they do not run operations.
- "Whistleblower protection" questions: retaliation is the violation, not the original report.
- Ethics codes are aspirational and enforceable internally; law is a floor, not a ceiling.
Rule of thumb
When a scenario describes a leader facing pressure, ask three questions in order: Is it legal? Is it consistent with our written policy? Would I be comfortable if it were public? If any answer is no, stop.
Worked example
A board member's spouse owns a vendor bidding on a contract. Correct sequence: disclose in writing, recuse from discussion and vote, document the recusal in minutes. The board may proceed with the remaining members.