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program in order to resolve allegations of non-compliance with the law, the
Department of Health & Human Services’ Office of Inspector General’s
(HHS-OIG) Corporate Integrity Agreements (CIAs) stand out. 50 As an
example, I will take one of the most recently entered into CIAs at the time of
this publication, an agreement between HHS-OIG and Westlake
Convalescent Hospital in Los Angeles, California (WCH CIA). 51 The
facility, along with two physicians, paid a bit over $3.5 million to settle issues
arising out of alleged inappropriate transfers of patients. As a condition for
settlement, WCH agreed to a 3 year CIA with a host of compliance program
obligations. The following is a brief outline of the compliance program
obligations contained in the WCH CIA. These are not uncommon obligations
for CIAs. 52
The entity must appoint a compliance officer within 90 days of the
CIA’s effective date.
The compliance officer must be an employee of WCH (in other words,
no outsourcing of the compliance officer role to a consultant which
could allow the entity to shift liability).
The compliance officer must report directly to the chief executive
officer and must not be subordinate to the general counsel or chief
financial officer.
The entity must appoint a compliance committee to be chaired by the
compliance officer and allow HHS-OIG to review the compliance
committee meeting minutes upon request.
The board of directors must review the compliance program on a
quarterly basis and submit to HHS-OIG the documents it uses in this
review.
The board of directors must adopt an annual resolution “signed by
each member of the Board summarizing its review and oversight of
WCH’s compliance with Federal health care program requirements
and the obligations of this CIA.” 53
The language of the annual resolution is set out verbatim in the WCH
CIA. 54
50. There are 356 active HHS-OIG Corporate Integrity Agreements at the time of
publication. Corporate Integrity Agreement Documents, OFF. INSPECTOR GEN., DEP’T HEALTH
& HUM. SERVICES, https://oig.hhs.gov/compliance/corporate-integrity-agreements/cia-documents.asp (last visited on Sept. 19, 2016).
51. WCH CIA, supra note 9.
52. See generally id.
53. Id. at 5.
54. Under the WCH CIA, the board of directors is required to adopt the following
resolution: “The Board of Directors has made a reasonable inquiry into the operations of
WCH’s Compliance Program including the performance of the Compliance Officer and the
