Sample Position Description Board of Directors

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1 Sample Position Description Board of Directors Duties and Expectations of a Director Purpose The hospital is committed to ensuring that it achieves standards of excellence in the quality of its governance and has adopted this policy describing the duties and expectations of directors. Application This policy applies to all elected and ex officio directors and is provided to directors before they are recruited for appointment to the board. A director who wishes to serve on the board must confirm in writing that he or she will abide by this policy. Position Description Board of Directors As a member of the board, and in contributing to the collective achievement of the role of the board, the individual director is responsible for the following: Fiduciary Duties Each director is responsible to act honestly, in good faith and in the best interests of the hospital and, in so doing, to support the corporation in fulfilling its mission and discharging its accountabilities. A director shall apply the level of skill and judgment that may reasonably be expected of a person with his or her knowledge and experience. Directors with special skill and knowledge are expected to apply that skill and knowledge to matters that come before the board. Note to reader: This paragraph should be replaced with the following once the new Not-for- Profit Corporations Act (Ontario) has been proclaimed: "Every director, in exercising his or her powers and discharging his or her duties to the corporation, shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every director shall comply with the Not-for-Profit Corporations Act (Ontario) and regulations thereunder and the corporation's articles and by-laws." Accountability A director s fiduciary duties are owed to the corporation. The director is not solely accountable to any special group or interest and shall act and make decisions that are in the best interest of the corporation, as a whole. A director shall be knowledgeable of the stakeholders to whom the corporation is accountable and shall appropriately take into account the interests of such stakeholders when making decisions as a director, but shall not prefer the interests of any one group if to do so would not be in the best interests of the hospital. 1 of 3

2 Education A director shall be knowledgeable about: The operations of the hospital; The health care needs of the community served; The health care environment generally; The duties and expectations of a director; The board s governance role; Board s governance structure and processes; Board-adopted governance policies; and Hospital policies applicable to board members. A director will participate in a board orientation session, orientation to committees, board retreats and board education sessions. A director should attend additional appropriate educational conferences in accordance with board approved policies. Board Policies and Corporation Policies A director shall be knowledgeable of and comply with the policies that are applicable to the board including: The board s code of conduct; The board s conflict of interest policy; The board s confidentiality policy; The ethics and business conduct policy of the hospital; and Expense reimbursement and perquisites policies. Teamwork A director shall develop and maintain sound relations and work cooperatively and respectfully with the board chair, members of the board and senior management. Community Representation A director shall represent the board and the hospital in the community when asked to do so by the board chair. Board members shall provide financial support to the hospital s foundation in accordance with their means and shall support the hospital and the foundation through attendance at hospital and foundation-sponsored events. Time and Commitment A director is expected to commit the time required to perform board and committee duties. It is expected that a director will devote a minimum of between [10 and 15] hours per month. The board meets approximately nine times a year and a director is expected to adhere to the board s attendance policy that requires attending at least [70 to 80] percent of board meetings. A director is expected to serve on at least one standing committee. Committees generally meet monthly. 2 of 3

3 Contribution to Governance Directors are expected to make a contribution to the governance role of the board by: Reading materials in advance of meetings and coming prepared to contribute to discussions; Offering constructive contributions to board and committee discussions; Contributing his or her special expertise and skill; Respecting the views of other members of the board; Voicing conflicting opinions during board and committee meetings, but respecting the decision of the majority even when the director does not agree with it; Respecting the role of the chair; Respecting the role and terms of reference of board committees; and Participating in board evaluations and annual performance reviews. Continuous Improvement A director shall commit to be responsible for continuous self-improvement. A director shall receive and act upon the results of board evaluations in a positive and constructive manner. Term and Renewal A director is elected for a term of three years and may serve for a maximum of number of years (yet to be determined). A director s renewal is not automatic and shall depend on the director s performance. Amendment This policy may be amended by the board. The above sample statement is from the OHA s Guide to Good Governance. 3 of 3

4 Sample Board Policy on Conflict of Interest Purpose All directors have a duty to ensure that the integrity of the decision-making processes of the board are maintained by ensuring that they and other members of the board are free from conflict or potential conflict in their decision-making. It is inherent in a director's fiduciary duty that conflicts of interest be avoided. It is important that all directors and officers understand their obligations when a conflict of interest or potential conflict of interest arises. Application Applies to all directors and officers including ex officio directors, and all non-board members of committees. Officers means officers appointed by the board including the president, a vice president, secretary or assistant secretary, treasurer or assistant treasurer, general manager and others who perform functions for the corporation similar to those normally performed by such officers. Policy Directors, officers and non-board committee members shall avoid situations in which they may be in a position of conflict of interest or perceived conflict of interest. The by-laws contain provisions with respect to conflict of interest that must be strictly adhered to. In addition to the by-laws, the process set out in this policy shall be followed when a conflict or potential conflict arises. Description of Conflict of Interest A conflict of interest arises in any situation where a director's duty to act solely in the best interests of the corporation and to adhere to his or her fiduciary duties is compromised or impeded by any other interest, relationship or duty of the director. A conflict of interest also includes circumstances where the director's duties to the corporation are in conflict with other duties owed by the director such that the director is not able to fully discharge the fiduciary duties owed to the corporation. The situations in which potential conflict of interest may arise cannot be exhaustively set out. Conflicts generally arise in the following situations: Transacting with the Corporation When a director transacts with the corporation directly or indirectly. When a director has a material direct or indirect interest in a transaction or contract with the corporation. Interest of a Relative When the corporation conducts business with suppliers of goods or services or any other party of which a relative or member of the household of a director is a principal, officer or representative. 1 of 4

5 Gifts When a director or a member of the director s household or any other person or entity designated by the director, accepts gifts, payments, services or anything else of more than a token or nominal value from a party with whom the corporation may transact business (including a supplier of goods or services) for the purposes of (or that may be perceived to be for the purposes of) influencing an act or decision of the board. Acting for an Improper Purpose When directors exercise their powers motivated by self-interest or other improper purposes. Directors must act solely in the best interest of the corporation. Directors who are nominees of a particular group must act in the best interest of the corporation even if this conflicts with the interests of the nominating party. Appropriation of Corporate Opportunity When a director diverts to his or her own use, an opportunity or advantage that belongs to the corporation. Duty to Disclose Information of Value to the Corporation When directors fail to disclose information that is relevant to a vital aspect of the corporation s affairs. Serving on Other Corporations A director may be in a position where there is a conflict of duty and duty. This may arise where the director serves as a director of two corporations that are competing or transacting with one another. It may also arise where a director has an association or relationship with another entity. For example, if two corporations are both seeking to take advantage of the same opportunity, a director may be in possession of confidential information received in one boardroom or related to the matter that is of importance to a decision being made in the other boardroom. The director cannot discharge the duty to maintain such information in confidence while at the same time discharging the duty to make disclosure. The director cannot act to advance any interests other than those of the corporation. Process for Resolution of Conflicts and Addressing Breaches of Duty Disclosure of Conflicts A director, officer or committee member who is in a position of conflict or potential conflict shall immediately disclose such conflict to the board by notification to the chair or any vice chair of the board. Where the chair has a conflict, notice shall be given to the vice chair. The disclosure shall be sufficient to disclose the nature and extent of the interest. Disclosure shall be made at the earliest possible time and, where possible, prior to any discussion and vote on the matter. Where (i) a director is not present at a meeting where a matter in which the director has a conflict is first discussed and/or voted upon, or (ii) a conflict arises for a director after a matter has been discussed but not yet voted upon by the board, or (iii) a director becomes conflicted after a matter has been approved, the director shall make the declaration of the conflict to the chair or vice chair as soon as possible and at the next meeting of the board. 2 of 4

6 If an officer becomes interested in a contract or transaction after it is made or entered into, the disclosure shall be made as soon as possible after the officer becomes so interested. A director or officer may make a general declaration of the director's relationships and interests in entities or persons that give rise to conflicts. Abstain from Discussions The director or officer who has declared a conflict shall not be present during the discussion or vote in respect of the matter in which he or she has a conflict and shall not attempt in any way to influence the voting. Process for Resolution of Conflicts and Addressing Breaches of Duty All directors shall comply with the requirements of the by-laws. A director may be referred to the process outlined below in any of the following circumstances: Circumstances for Referral Where any director believes that he or she or another director: Has breached his or her duties to the corporation; Is in a position where there is a potential breach of duty to the corporation; Is in a situation of actual or potential conflict of interest; or Has behaved or is likely to behave in a manner that is not consistent with the highest standards of trust and integrity and such behaviour may have an adverse impact on the corporation. Process for Resolution The matter shall be referred to the following process: Refer matter to chair or where the issue may involve the chair, to any vice chair, with notice to chief executive officer. Chair (or vice chair as the case may be) may either (i) attempt to resolve the matter informally, or (ii) refer the matter to either the executive committee (if one has been established) or to an ad hoc sub-committee of the board established by the chair (or vice chair, as the case may be) which shall report to the board. If the chair or vice chair elects to attempt to resolve the matter informally and the matter cannot be informally resolved to the satisfaction of the chair (or vice chair as the case may be), the director referring the matter and the director involved, then the chair or vice chair shall refer the matter to the process in (b) (ii) above. A decision of the board by majority resolution shall be determinative of the matter. It is recognized that if a conflict, or other matter referred cannot be resolved to the satisfaction of the board (by simple majority resolution) or if a breach of duty has occurred, a director may be asked to resign or may be subject to removal pursuant to the by-laws and Corporations Act. 3 of 4

7 Perceived Conflicts It is acknowledged that not all conflicts or potential conflicts may be satisfactorily resolved by strict compliance with the by-laws. There may be cases where the perception of a conflict of interest or breach of duty (even where no conflict exists or breach has occurred) may be harmful to the corporation notwithstanding that there has been compliance with the by-laws. In such circumstances, the process set out in this policy for addressing conflicts and breaches of duty shall be followed. It is recognized that the perception of conflict or breach of duty may be harmful to the corporation even where no conflict exists or breach has occurred and it may be in the best interests of the corporation that the director be asked to resign. Amendment This policy may be amended by the board. The above guidelines are from the OHA s Guide to Good Governance. 4 of 4

8 General Principles Regarding Conflict of Interest Included in the fiduciary duty that a director owes to the corporation is a requirement that the director must avoid situations where the interests of the director will be in conflict with the duties that are owed to the corporation. Conflict of interest is often expressed as a conflict between the personal interest of the director and the fiduciary duties the director owes the corporation. There may also be situations that are better described as a conflict between duty and duty. These are situations where the duties the director owes to the corporation are in conflict with duties owed elsewhere, for example, to another corporation. Types of Conflict of Interest Situations in which a conflict of interest may arise cannot be exhaustively enumerated, but include the following: Transactions with the Corporation The Corporations Act (Ontario) provides a safe harbour for a director who is in a conflict of interest by virtue of being directly or indirectly interested in a contract or proposed contract with the corporation. Provided the director has declared the interest and refrained from voting, the director will not be accountable for any profit realized from the contract and the contract is not voidable by reason only of the director being in a fiduciary relationship with the corporation that is a party to the contract. Under the Not-for-Profit Corporations Act (Ontario) the "safe harbour" arises where a director or officer: Is a party to a material contract or transaction with the corporation; or Is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation. Acting for an Improper Purpose It is a breach of the duties of the director if the director acts for self-interest or a collateral purpose. The director must act in the best interests of the corporation. The courts will examine what was uppermost in the mind of the director when the decision was made and the director s primary motivation must be in the best interest of the corporation. Appropriation of Corporate Opportunity A director will be in breach of duties owed to the corporation when the director diverts to his or her own use and benefit an opportunity in which the corporation had an interest. Serving on Other Corporations A director who is a director of two corporations that are transacting with one another will be in a conflict of interest. A director who serves as a director of more than one corporation may also be in a position where there is a conflict of duty and duty. This may arise where the director serves as a director of two corporations that are competing with one another. For 1 of 2

9 example, if two corporations are both seeking to take advantage of the same opportunity, a director may be in possession of confidential information received in one boardroom that is of importance to a decision being made in the other boardroom. The director cannot discharge the duty to maintain such information in confidence while at the same time discharging the duty to make disclosure. Misuse of Confidential Information Directors have a duty to hold information in confidence and to use it only for purposes of the corporation and not for personal gain. What is the Extent of Disclosure that must be made by a Director? The disclosure required will vary with the facts and circumstances of each case but must be sufficient to inform the corporation fully of the nature and extent of the director s interest. Procedures When Conflicts Arise The Corporations Act (Ontario) requires the director to make disclosure and refrain from voting. The process set out in the Corporations Act (Ontario) applies to a direct or indirect interest (usually a personal or financial interest) in a contract or proposed contract. Whether or not a director must also absent themselves from the portion of the meeting where the matter is discussed will depend on the applicable legislation and any policy or rules of order that have been adopted by the corporation. The Not-for-Profit Corporations Act (Ontario) requires a director to disclose the conflict, refrain from voting and be absent during any discussion. Not all conflicts may be addressed through the provisions in the applicable legislation. There is some case law to suggest that a corporation can approve the director s actions in connection with a corporate opportunity if the director has made full disclosure of the opportunity. Where that situation arises, both the director and the corporation should obtain independent legal advice. In some cases, a director may have no option but to resign. The above general principles regarding conflict of interest are from the OHA s Guide to Good Governance. 2 of 2

10 Sample Board Code of Conduct Purpose The hospital is committed to ensuring that in all aspects of its affairs it maintains the highest standards of public trust and integrity. Application This code of conduct applies to all directors, including ex officio directors, and non-board members of board committees. Directors are also required to comply with the hospital s policy on ethics and standards of business conduct, which applies to employees and professional staff. Director s Duties All directors of the hospital stand in a fiduciary relationship to the hospital corporation. As fiduciaries, directors must act honestly, in good faith, and in the best interests of the hospital corporation. Directors will be held to strict standards of honesty, integrity and loyalty. A director shall not put personal interests ahead of the best interests of the corporation. Directors must avoid situations where their personal interests will conflict with their duties to the corporation. Directors must also avoid situations where their duties to the corporation may conflict with duties owed elsewhere. Where conflicts of interest arise, directors will comply with the requirements of the hospital s by-laws and applicable legislation. In addition, all directors must respect the confidentiality of information about the corporation. Best Interests of the Corporation Directors must act solely in the best interests of the corporation. All directors, including ex officio directors, are held to the same duties and standard of care. Directors who are nominees of a particular group must act in the best interests of the corporation, even if this conflicts with the interests of the nominating party. Confidentiality Directors and committee members owe a duty to the corporation to respect the confidentiality of information about the corporation whether that information is received in a meeting of the board or of a committee or is otherwise provided to or obtained by the director or committee member. Directors and committee members shall not disclose or use for their own purpose confidential information concerning the business and affairs of the corporation unless otherwise authorized by the board. It is recognized that the role of director may include representing the hospital in the community. However, such representations must be respectful of and consistent with the director s duty of confidentiality. In addition, the chair is the only official spokesperson for the board. Every director and committee member shall ensure that no statement not authorized by the board is made by him or her to the press or public unless authorized by the board. A director is in breach of his or her duties with respect to confidentiality when information is used or disclosed for other than the purposes of the hospital corporation. 1 of 2

11 Board Spokesperson The board has adopted a policy with respect to designating a spokesperson on behalf of the board. Only the chair or designate may speak on behalf of the board. The chief executive officer or the chief of staff, or his or her designate may speak on behalf of the organization. No director shall speak or make representations on behalf of the board unless authorized by the chair or the board. When so authorized, the board member s representations must be consistent with accepted positions and policies of the board. Media Contact and Public Discussion News media contact and responses and public discussion of the hospital s affairs should only be made through the board s authorized spokespersons. Any director who is questioned by news reporters or other media representatives should refer such individuals to the appropriate representatives of the hospital. Respectful Conduct It is recognized that directors bring to the board diverse background, skills and experience. Directors will not always agree with one another on all issues. All debates shall take place in an atmosphere of mutual respect and courtesy. The authority of the chair must be respected by all directors. Corporate Obedience Board Solidarity Directors acknowledge that properly authorized board actions must be supported by all directors. The board speaks with one voice. Those directors who have abstained or voted against a motion must adhere to and support the decision of a majority of the directors. Obtaining Advice of Counsel Request to obtain outside opinions or advice regarding matters before the board may be made through the chair. Amendment This policy may be amended by the board. The above sample code of conduct is from the OHA s Guide to Good Governance. 2 of 2

12 Sample Statement of the Roles and Responsibilities of the Board Purpose To ensure that the board has a shared understanding of its governance role, the board has adopted this Statement of the Roles and Responsibilities of the Board. Responsibility of the Board The board is responsible for the overall governance of the affairs of the hospital. Each director is responsible to act honestly, in good faith and in the best interests of the hospital and in so doing, supports the hospital in fulfilling its mission and discharging its accountabilities. Approve Strategic Goals and Directions The board participates in the formulation and adoption of the hospital s mission, vision and values. The board ensures that the hospital develops and adopts a strategic plan that is consistent with its mission and values, and which will enable the organization to realize its vision. The board participates in the development of, and ultimately approves, the strategic plan. The board oversees operations for alignment with the strategic plan and strategic directions. The board receives regular briefings or progress reports on the implementation of strategic directions and initiatives. The board ensures that its decisions are consistent with the strategic plan and the mission, vision and values unless there is a sound rationale to do otherwise. The board annually conducts a review of the strategic plan as part of a regular annual planning cycle. Establish a Framework for Performance Oversight The board is responsible for establishing a framework for monitoring and assessing performance in areas of board responsibility, including: Fulfillment of the strategic directions in a manner consistent with the mission, vision and values; Oversight of management performance; Quality of programs and patient services; Financial conditions and risks; Stakeholder relations; and The board s own effectiveness. The board ensures that management has identified appropriate measures of performance. 1 of 4

13 Oversee Quality The board is responsible for establishing policies and plans related to the quality improvement plan. The board ensures that policies and improvement plans are in place related to quality of care, patient safety, consumer experience and access. The board monitors quality performance against the board-approved quality improvement plan, performance standards and indicators. The board ensures that management has plans in place to address variances from performance standard indicators, and the board oversees implementation of remediation plans. Oversee Financial Condition and Resources The board is responsible for stewardship of financial resources, including ensuring availability and overseeing the allocation of financial resources. The board approves policies for financial planning and approves the annual operating and capital budget. The board monitors financial performance against budget. The board approves investment policies and monitors compliance. The board ensures the accuracy of financial information through oversight of management and approval of annual audited financial statements. The board ensures management has put measures in place to ensure the integrity of internal controls. The board oversees asset management. Oversee Enterprise Risk Management The board is responsible for being knowledgeable about risks inherent in the hospital s operations and ensuring that appropriate risk analysis is performed as part of board decisionmaking. The board oversees management s risk management program including an assessment of risks relative to their probability and potential impact. The board ensures that appropriate programs and processes are in place to protect against risk. The board is responsible for identifying unusual risks to the hospital and for ensuring that there are plans in place to prevent and manage such risks. 2 of 4

14 Supervise Leadership The board recruits and supervises the chief executive officer by: Developing and approving the chief executive officer s job description; Undertaking a chief executive officer recruitment process and selecting the chief executive officer; Reviewing and approving the chief executive officer s annual performance goals; Reviewing chief executive officer performance and determining chief executive officer compensation; Ensuring succession planning is in place for the chief executive officer; and Exercising oversight of the chief executive officer s development of senior management as part of the chief executive officer s annual review. The board also oversees the chief of staff by carrying out parallel functions to its supervision of the chief executive officer. The board develops, implements, and maintains a process for selecting department chiefs and other medical leadership positions as required under the hospital s by-laws or the Public Hospitals Act. Oversee Stakeholder Relationships The board identifies the organization s stakeholders and understands accountability to stakeholders. The board ensures that the organization appropriately communicates with stakeholders in a manner consistent with accountability to stakeholders and to promote engagement. The board contributes to the maintenance of strong stakeholder relationships. The board performs advocacy on behalf of the hospital with stakeholders where required, in support of the mission, vision, values and strategic directions of the organization. Manage the Board s Own Governance The board is responsible for the quality of its own governance. The board establishes governance structures to facilitate the performance of its role and enhance individual director performance. The board is responsible for the recruitment of a skilled, experienced and qualified board. The board ensures ongoing training and education for directors. The board assesses and reviews its governance by periodically evaluating board structures, including board recruitment processes and board composition and size, number of committees and committee terms of reference, processes for appointment of committee chairs, processes for appointment of board officers, and other governance processes and structures. Legal Compliance The board ensures that appropriate processes are in place to ensure compliance with legal requirements. 3 of 4

15 Amendment This statement may be amended by the board. The above sample statement is from the OHA s Guide to Good Governance. 4 of 4

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