POLICY NAME: COMMITTEE OVERSIGHT:

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1 POLICY NAME: EVALUATION PROCESS, BOARD OF DIRECTORS APPROVING BODY: Board of Directors NUMBER: GOV-5-90 VERSION: 5.0 EFFECTIVE DATE: June 1, 2006 MANUAL: Governance LAST REVIEW DATE: December 17, 2014 SECTION: Ensure Board Effectiveness REVISION DATE: January 8, 2015 PAGES: 1 of 10 NEXT REVIEW DATE: December 2017 COMMITTEE OVERSIGHT: Governance Purpose As part of the Board s ongoing responsibility for its own governance, the Governance Committee will ensure the implementation of evaluation processes that contribute to the continuous improvement of governance. The scope of the evaluations will include a process of formally assessing: How well the board is fulfilling its obligations and whether the board achieved the results required as defined by the roles and responsibilities in governance policy and by-laws. Board effectiveness. How well the board worked together as a team. How well individual committees functioned and worked together as a team. Individual board member engagement in various aspects of the board s work. The quality and effectiveness of the Orientation program. Accountability All board members (elected and ex-officio) are personally responsible for taking an active role in the evaluation process by: completing all assessments openly, honestly, thoughtfully, and in a timely fashion. taking the time for thoughtful reflection on past performance and for making constructive suggestions for improvement. Procedure The Governance Committee will oversee the implementation of the following Evaluation Tools: 1. Board of Director Meeting Evaluation Tool (Appendix A) The purpose of this tool is to evaluate the effectiveness of individual Board meetings, improve Board performance and provide the Board Chair with timely feedback for improvement. The Board Liaison will ensure hard copies are available at each Board meeting. The Board Liaison will collect hard copy responses at the end of each Board meeting and will aggregate and tabulate the results. For any Directors participating via teleconference, the Board Liaison will provide an electronic means to complete the survey. To be completed by: Frequency: Results evaluated by: Action & timeline: Individually by all Directors, elected & ex-officio At the end of each Board of Director meeting Governance Committee & Board Chair Results reported to the Board bi-monthly and taken into account in agenda development and meeting processes File Location: O:\ADMIN Mgmt\Board\Policy & Procedure\Manual\5.0 - Ensure Board Effectiveness\Evaluation Process, Board GOV-5-90 v5.0.doc

2 2. Governance Centre of Excellence Board-Self Assessment Tool The process involves two stages, a preparation stage and the administration of an online, survey questionnaire. Stage 1 Current Governance Practices and Policies Checklist (Appendix B) This stage is a preparation stage to document the existence and completeness of the board s formal documentation of the current governance practices and policies by completing a checklist. The Board Liaison, working with the Board Chair, Chair of the governance Committee and the CEO, will complete the checklist and distribute the completed checklist to each director prior to administering the questionnaire (Stage 2). The intent is to demonstrate to the board the degree to which good governance practices are being followed and identify where the documents are located. Prepared with this information, individual board members may respond more knowledgeably to the questionnaire. Stage 2 Board Self-Assessment Tool The purpose of this tool is to enable the board to assess their overall governance against current leading practice guidelines and to benchmark against other Ontario hospitals. The tool will evaluate how well the Board performs its primary functions, the Board s understanding of its governance role and relationship with management, quality of board members and collective skills, board structure and meeting processes and overall board functioning. In January of each year, the Board Liaison will contact the Ontario Hospital Association to coordinate the administration of the survey. The survey will be administered during March and Directors will be provided four weeks to complete the survey. Once completed, the Board Liaison will advise the Ontario Hospital Association who will aggregate and tabulate the results and provide a report. The report will contain the Board s average score as well as the province-wide average scores for each assessment criterion. To be completed by: Frequency: Results evaluated by: Action & timeline: Individually by all Directors, elected & ex-officio Annually in March 3. Peer/Self-Assessment Tool (Appendix C) Governance Committee Results reported to the Board along with any recommendations for remedial action or suggested objectives and priorities for governance development. The purpose of this tool is to assess how well each individual board member has contributed throughout the year and their engagement in various aspects of the board s work. The respondent indicates the extent to which they believe each Director have demonstrated the items indicated on the tool. It is understood that each Director fully understands the mission, vision, values and strategic directions of the organization when discharging responsibilities. The tool is to be administered through an on-line survey questionnaire with a four-week timeline for completion. Once complete, the Board Liaison will tabulate the results individuals and as an overall Board average. The Governance Committee will review the overall Board average results and provide a report to the Board of Directors that includes recommendation for any remedial action that may be required. Each Board Member will receive their individual results along with the overall Board average. Individual results are to remain confidential. However, should a Director be nominated for a Board Officer or Committee Chair position, the Board Chair may review the individual results for those Board members only, as part of the selection process. Should any individual Board member Policy Number: GOV-5-90 Version: 5.0 Page 2 of 10

3 wish to discuss their individual assessment, an opportunity will be made available to do so with the Board Chair. To be completed by: Frequency: Results evaluated by: Action & timeline: Individually by all Directors, elected & ex-officio Annually in March 4. Standing Committee Evaluation (Appendix D) Overall Board Average: Governance Committee Individual results evaluated individually Results reported to the Board bi-monthly and taken into account in agenda development and meeting processes The purpose of this tool is to assess the individual Committee processes and how well members have worked together as an effective and efficient team. To be completed by: Frequency: Results evaluated by: Action & timeline: 5. Orientation Program Committee Members Annually in April Individual Committees Results reported to the Board Chair and to the incoming Standing Committee Chair through the Annual Standing Committee report. The purpose of the tool is to assess and improve the Board Orientation Program to ensure there are the appropriate supports in place to allow new Directors to maximize their contribution in the best interests of the Corporation. All new Board members completing the Orientation Program will complete an assessment of the Orientation Program following attendance of a minimum of two regular Board meetings and at least one Standing Committee meeting. The Orientation Assessment can be found in policy #GOV-II-070. To be completed by: Frequency: Results evaluated by: Action & timeline: New Directors, elected and ex-officio Following attendance of 2 Board meetings and 1 Committee meeting Governance Committees Review and revise the Orientation Program prior to next year s orientation Policy Number: GOV-5-90 Version: 5.0 Page 3 of 10

4 BOARD MEETING EVALUATION FOR [Insert Date] APPENDIX A To be completed by all Directors (elected & ex-officio) at each Board of Director meeting and submitted to the Board Liaison. EVALUATION CRITERIA 1. Did you receive the materials in sufficient time for you to prepare for the meeting? CHECK ONE COMMENTS For ratings of or 3 or less, please provide specifics and refer to the appropriate agenda item 2. Were the materials sufficient to assist you in forming an opinion on decisions made by the Board? 3. The Chair guided the meeting effectively and issues were dealt with in a respectful manner. Dissatisfied Satisfied To what extent has the Board achieved the right balance of proactive oversight, neither infringing on management s responsibility nor providing less-thaneffective oversight ( nose in, fingers out )? Dissatisfied Satisfied Were you satisfied with that the Board accomplished? Dissatisfied Satisfied General comments or suggestions: Name (optional): Policy Number: GOV-5-90 Version: 5.0 Page 4 of 10

5 1. Board Role & Management Relationship (Guide Chapter 3) 1.1 The board has a formal role statement that expressly describes the areas and functions in which it exercises a governance role. 1.2 The board has a statement of accountabilities that identifies key stakeholders and describes the organization s accountability relationships. 1.3 The board has an approved statement of the role of the CEO and the relationship with the board reflecting its governance model and principles. 1.4 Board members understand their legal and fiduciary responsibilities. 1.5 The board adheres to its bylaws, governance policies and the three-year review cycle. 1.6 The board has a written policy and processes and tools for evaluating the governance performance. 2. Performing Board Functions (Guide Chapter 4) Providing Strategic Direction 2.1 There is a current or updated strategic plan with a clear set of strategic goals and directions for the organization. 2.2 The board has a process for regularly monitoring and evaluating progress towards strategic goals. 2.3 The board provides clear direction with respect to annual and long-term goals and priorities. Financial and Quality Performance 2.4 The board has a clear process for overseeing the development of the annual budget/financial plan for the organization and monitoring its implementation. 2.5 The board and/or a committee of the board regularly reviews quality plans and policies related to the quality of services and programs. 2.6 The Board has a primary focus on issues of patient or staff safety. 2.7 The Board receives ongoing quality and safety education to help fulfill its roles and responsibilities APPENDIX B CURRENT GOVERNANCE PRACTICES AND POLICIES CHECKLIST Status (Check one) Policy Number: GOV-5-90 Version: 5.0 Page 5 of 10 Comments (e.g., name and location of relevant policy) Governance Plan - Section III (Page 9-11) Roles & Responsibilities, Board Of Directors Policy #GOV Board Accountability Statement Policy #GOV-6-10 Board/CEO Relationship & Reports Policy #GOV-2-10 CEO Position Description Policy #GOV-2-20 Governance Plan - Section IV (Page 19-21) Responsibilities Of Elected And Ex-Officio Directors Policy #GOV Policy & Governance Review Policy #GOV Governance Committee incorporates review cycle annually into work plan. Evaluation Process, Board Policy #GOV-5-90 Strategic Planning Policy #GOV-1-20 Strategies & Strategic Directions Policy #GOV-1-30 A quarterly status report is brought forward to the Board through the Strategic Planning Committee. A comprehensive annual risk assessment is completed for each of the Strategic Directions and reported through the Strategic Planning Committee Financial Planning/Financial Condition Policy #GOV-4-70 Quality & Patient Safety Committee Terms of Reference #GOV-7-50 Every Board agenda commences with business items related to Quality & Safety The annual education plan is built on ensuring that every other Board meeting education session focuses on a quality or safety topic 2.8 There is a formal performance measurement system with The Balanced Scorecard is monitored bi-monthly through the Quality &

6 indicators for monitoring all key areas of operational performance relevant to the board. 2.9 The board receives regular reports with performance indicators, including variances and management s explanatory comments. Patient Safety Committee. The Financial Report is monitored monthly through the Resources Committee and is reported to the Board bi-monthly. Overseeing the CEO (and Chief of Staff if applicable) 2.10 The board has a documented process for evaluating the CEO annually including reviewing the CEO s annual goals. Performance Review, CEO/COS Policy #GOV-2-40 Executive Compensation Philosophy Policy #GOV The board has a sound formal process for evaluating the Chief of Staff annually including reviewing the Chief s annual goals. Performance Review, CEO/COS Policy #GOV-2-40 Executive Compensation Philosophy Policy #GOV The board has a written plan for CEO succession In making annual compensation/incentive compensation decisions, the board ensures that the processes and recommendations are consistent with leading practice and applicable government legislation and regulation. Succession Planning, Board, CEO & COS Policy #GOV Executive Compensation Philosophy Policy #GOV-2-30 Stakeholder Relations 2.14 The board provides reports of the organization s plans, recent performance and financial condition to the major stakeholders on a timely basis. A Communications Strategy is developed annually and incorporates several tactics to ensure all stakeholders are kept up to date 2.15 The board has a formal policy or process for engaging key stakeholders in the organization s planning and decisionmaking process 2.16 MAHC has in place a Corporate Communications Strategy MAHC s community engagement strategy is used to build positive relationships and responds to stakeholder interests. 3. Board Quality (Guide Chapter 7) 3.1 As a guide to the recruitment of new directors, the board has a profile of current members and target profile of skills and experience MAHC has an approved Community Engagement Framework that provides guidance of how to engage stakeholders appropriately. The framework supports strong, active and inclusive communities who are informed and involved in decision making appropriately. A Communications Strategy is developed annually and is brought forward for approval through the Executive Committee. MAHC has an approved Community Engagement Framework that provides guidance of how to engage stakeholders appropriately. The framework supports strong, active and inclusive communities who are informed and involved in decision making appropriately. Director Selection Guidelines Policy #GOV The board has an approved recruitment and screening process, which includes proactive outreach for nominees, written criteria and process for evaluating potential directors. Recruitment & Election Process Policy #GOV Policy Number: GOV-5-90 Version: 5.0 Page 6 of 10

7 3.3 The board has formal statements and policies that support and emphasize directors duties and behaviours, such as conflict of interest, code of conduct, attendance, confidentiality, and loyalty expectations. Code of Conduct Policy #GOV-5-30 Confidentiality Pledge of Policy #GOV Conflict of Interest Policy #GOV Meeting Attendance, Board and Committees Policy #GOV The board has a formal, high-quality, mandatory orientation program for new members. Orientation Policy #GOV Mentorship Policy #GOV There is an established policy and process that ensures ongoing education and development of directors. Education, Board Policy #GOV The board has a formal process for assessing the contribution of directors and providing individual development advice. Evaluation Process, Board Policy #GOV-5-90 (Peer Assessment evaluation tool) 3.7 There is an annual evaluation process of the board and its committees. Evaluation Process, Board Policy #GOV Board Structure (Guide Chapter 8) 4.1 The board has a position description for the role of the board chair. Role Description - Board Chair Policy #GOV The board has criteria and a process for selecting the board chair Succession Planning Policy #GOV Selection Process - Board Officers & Committee Chairs GOV There is a written process that is used in selecting other officers and committee chairs annually. 4.4 All committees have written terms of reference that are reviewed annually, and updated as required. 4.5 All committees have annual, approved written objectives and work plans Governance Plan - Phase 2 Section I (Page 41-43) Policy & Governance Review Policy #GOV prescribes annual review of Terms of Reference. Governance Plan - Section I (Page 41-43) Each Standing Committee s Terms of Reference requires Committee s to develop work plans annually to be approved by the Board. 5. Meeting Processes (Guide Chapter 8) 5.1 The board develops and uses an annual work plan outlining when major topics will be addressed Governance Plan - Phase 2 Section I (Page 41-43) Executive Committee Terms of Reference #GOV_ There is an established practice for creating the regular meeting agendas with clear roles for the Chair and CEO, and an opportunity for individual directors to make suggestions. Governance Plan - Phase 2 Section II (Page 46) Board Agenda Development Policy #GOV There is an annual board retreat where major topics Education, Board of Directors Policy #GOV-5-80 Policy Number: GOV-5-90 Version: 5.0 Page 7 of 10

8 selected by the board are discussed. 5.4 The board agendas provide regular opportunities for deeper discussions of specific topics of special interest to the board in its governance role. 5.5 The board has a policy and/or guidelines for dealing with certain matters in-camera Open and In-Camera Board Meetings Policy #GOV The board has a formal practice of meeting without management and feedback is provided to the CEO. Meetings Without Management Policy #GOV Meetings are regularly evaluated and that feedback is provided to the Chair. Evaluation Process, Board Policy #GOV-5-90 (monthly Board meeting evaluation) 5.8 The board has a consent agenda policy for items of a routine, recurring, or non-contentious nature Board Agenda Development Policy #GOV-5-20 Policy Number: GOV-5-90 Version: 5.0 Page 8 of 10

9 APPENDIX C - ANNUAL PEER/SELF-ASSESSMENT The purpose of this tool is to assess how well each individual board member has contributed throughout the year and their engagement in various aspects of the board s work. The respondent indicates the extent to which they believe each Director has demonstrated the defined behaviours indicated on the tool; this assessment should be based on your most current knowledge and understanding of that individual. It is acknowledged that Directors will be more knowledgeable of their Standing Committee Member Peers; for those Directors that you may not be exposed to on a more regular basis and therefore feel unable to appropriately assess, the option of N/A may be chosen. The overall intent of this tool is to provide feedback to Directors of their areas of strengths and any opportunities for improvement. Indicator: Level of Engagement Commitment and Meeting Preparation Review and Analysis of Information Teamwork and Board Solidarity Accountability & Fiduciary Responsibilities Exercise of Authority Health Care Industry, Quality & Safety Confidentiality and Conflict of Interest Outstanding/Above Average Performance (4) Proactively contributes by offering ideas, asks questions often. High meeting attendance rate, always thoroughly prepared for meetings, demonstrating clear knowledge of issues and background material Furthers the goals of MAHC by respecting the guiding principles in the MAHC Code of Conduct, by openly providing innovative ideas and solutions to issues. Develops relationships, enthusiastically encourages Directors in a cooperative approach while openly representing and supporting all Board decisions and debate. Willingly and consistently applies experiential skills and knowledge appropriately to the matters that come before the Board honestly, in good faith and in the best interest of MAHC. Consistently carries out duties when acting as a voting member of the board during the duly constituted meeting or at a Board Committee meeting while demonstrating respect and appreciation for the responsibilities delegated by the Board to the CEO or COS, therefore avoiding interference with their duties but insisting upon accountability to the Board. Actively seeks opportunities to be informed and educated about the broader health care system including accountability for quality & safety and shares information with fellow Board members. Models exemplary commitment to and promotes confidentiality and conflict of interest policies with words and actions. Very Good Performance (3) Contributes by offering ideas and asking questions some of the time. Average attendance rate and is usually prepared for meetings with adequate knowledge of issues and background material Constructively improves on solutions suggested by other Directors and encourages discussion Maintains ongoing relationships, has a positive attitude and remains loyal to Board decisions once made. Applies experiential skills and knowledge appropriately to the matters that come before the Board while acting honestly, in good faith and in the best interest of MAHC. Openly recognizes the distinction of roles of governance and operations, and sometimes interferes with the duties of the CEO and COS while ensuring accountability to the Board and appropriate information is available for governance level decision making. Participates in educational events to improve knowledge of the health care system including accountability for quality & safety. Consistently demonstrates understanding of and commitment to confidentiality and conflict of interest policies. Adequate Performance (2) Shares information, raises concerns and issues if asked. At times appears prepared for meetings with minimal knowledge of issues. Seldom provides solutions but is willing to try suggested by other Directors Limited respect for the opinions of others, rarely contributes to the work of the team, displays minimal commitment to Board decisions. Occasionally applies experiential skills and knowledge appropriately to the matters that come before the Board. Has some understanding of the distinction of roles of governance and operations and does not become involved in management issues. Maintains updated knowledge of the health care system including accountability for quality & safety. Sometimes abides by confidentiality and conflict of interest policies. Substandard Performance (1) Rarely contributes to discussions. Infrequently attends and almost never prepares for meetings. Does not try to solve or help solve issues Lack of contribution and unconstructive attitude negatively impacts Board cohesion. Does not apply experiential skills and knowledge appropriately to the matters that come before the Board. Minimal appreciation for the distinction of roles of governance and operations and tends to become involved in management issues. Has limited knowledge of broader health care system, accountability for quality & safety. Seldom complies with confidentiality and conflict of interest policies. N/A (X) Cannot assess the individual on this question; due to lack of exposure to, or knowledge of, defined behaviours or traits. Score for each individual Director A B C D E F G H I J K L M N O P Policy Number: GOV-5-90 Version: 5.0 Page 9 of 10

10 APPENDIX D ANNUAL STANDING COMMITTEE EVALUATION Board Responsibility & Indicators 1. The Committee is comprised of individuals with the necessary knowledge, ability and commitment to fulfill its responsibilities 2. The Committee anticipates, responds to change and once informed, is prepared to make recommendations. 3. There is a healthy and constructive working environment where board members are motivated to work together. 4. The Committee receives adequate support from management and the information is adequate upon which to base its decisions. Above Average (4) Rating Fully Satisfactory (3) Adequate (2) Could Improve (1) Comments 5. The information is received sufficiently in advance of the meetings. 6. The Committee s annual evaluation of its own function and performance is adequate. 7. The Committee makes recommendations with a decision matrix in accordance with the Board s values and code of ethics. 8. Prior to making recommendations, the Committee is sensitive to the impact of their decision on all stakeholders. 9. There is open and clear communication among board members and opposing points of view are respected. 10. The Committee achieves the right balance of proactive oversight, neither infringing on management s responsibility nor providing less-than-effective oversight. 11. The Committee has a clear and appropriate Terms of Reference supported by a work plan. 12. Committee members regularly attend meetings. 13. Committee members participate in discussions 14. The Committee meets an appropriate number of times over the year 15. The Chair is prepared for Committee meetings 16. The Chair keeps the meetings on track 17. The Chair s reports to the Board of the Committee s work are fair and accurate 18. The Chair encourages participation and manages discussions appropriately 19. As a member of the Committee, I am satisfied with the Committee s contribution to the Board. 20. As a member of the Committee, I am satisfied with the my contributions to the Committee Policy Number: GOV-5-90 Version: 5.0 Page 10 of 10