Minutes Board of Governors Meeting December 5, 2017 at 8:30 a.m. Ontario College of Trades 655 Bay Street, Suite 600, Room 604 Toronto, ON, M5G 2K4

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1 Minutes Board of Governors Meeting December 5, 2017 at 8:30 a.m. Ontario College of Trades 655 Bay Street, Suite 600, Room 604 Toronto, ON, M5G 2K4 Board Members in Attendance Don Gosen, Chair Jamie Holmes, Vice-Chair Dave Cassidy Piero Cherubini Trevor Cox Pauline Faubert Louie Leombruni Walter Pamic David Pyper Doug Reynolds Paul Sousa Bob Ward George Gritziotis, Registrar & CEO Board Members not in Attendance None Resource Persons/Guests in Attendance None Staff in Attendance Jason Bennett, Director, Corporate Governance Meg Feres, Supervisor, Board Operations Mary Meffe, Chief Financial Officer and Chief Administrative Officer 1. Call to Order/Welcome The Chair called the meeting to order at 8:30 a.m., and welcomed Board members, College staff, and observers. He noted that this is the first meeting for Board member D. Cassidy and invited Board members and College staff to introduce themselves. 2. Approval of Agenda The Chair reviewed the draft agenda. No amendments were proposed. BG Moved by J. Holmes, seconded by P. Cherubini, and CARRIED, the Agenda for the December 5, 2017 Board of Governors meeting was approved as tabled. 3. Conflict of Interest No conflicts were declared. Page 1 of 7

2 4. Business Arising from Prior Meetings The Board reviewed the items listed in Business Arising from Prior Meetings. In its discussion of the item Program Evaluation Process (PEP): Industrial, Motive Power and Service Trades, the Board noted that, going forward, quorum issues at the Trade Board and Divisional Board levels may delay the process in general given that these levels of governance are actively involved throughout the evaluation, validation and determination phases of the PEP. P. Faubert joined the meeting at 8:40 a.m. 5. Approval of Minutes BG Moved by B. Ward, seconded by P. Sousa, and CARRIED, the minutes of the October 24, 2017 meeting of the Board of Governors were approved as tabled. 6. Strategy 6.1 Chair s Report The Chair reviewed highlights of his meetings, events and other activities during the period October 25 to November 24, CEO s 6-12 Month Action Plan G. Gritziotis highlighted the priority areas of the CEO s 6-12 Month Action Plan which focuses on key strategic areas that the College will focus on over the next 12 months. Initial activities include gathering information and engaging in discussions to help inform the College s next strategic planning cycle. Among the areas that will be the focus of the action plan are: Governance: reviewing operational effectiveness of the governing structure, legislation, policies, and the regulatory context; Compliance and Enforcement: continued implementation of the new Compliance and Enforcement Policy, as well as the tools and approaches used; and Stakeholder Engagement: increasing transparency; sharing information; communicating value proposition; collaborating and contributing to legislative development and reviews; and enhancing the College s position in the external environment to remain nimble and relevant. 6.3 Proposed Strategic Planning Cycle The Board discussed features of the five phases of a proposed strategic planning cycle, including: Research and Analysis; Strategic Consultations; Strategic Planning Session; Drafting and Approvals; and Draft Budget and Approvals. 6.4 Strategic Plan and 2018 Priorities The Board reviewed a document titled Strategic Plan and 2018 Priorities, which further develops and enhances the 2018 Strategic Priorities previously approved by the Board in August 2017 and considers the Dean Report, the evolving external environment, and the impact on the College s role in protecting the public. In particular, the Board discussed the three general areas of strategic priority (Members, Partners, Our People) in the context of delivering value and achieving the College s vision. Further, there was discussion related to the three proposed strategic goals and their corresponding objectives: i/ Make trades more meaningful, attractive, and rewarding; ii/ Engage partners to understand the needs of the province; and iii/ Become a modern regulator. Page 2 of 7

3 The Board discussed the importance of continuing to develop the value proposition to help achieve the College s Mission Statement: We protect the public interest by ensuring registered tradespersons are highly trained and well qualified for the work they do, and we support the prosperity of the province by working with our members and partners on world-class training, self-regulation and diversity in the skilled trades. In addition, there was agreement to make modifications to the document related to the value proposition of the College to its members; highlighting the importance of education and training; and referencing both compulsory and voluntary trades, as applicable. Finally, the Board discussed the distribution of the enhanced Strategic Plan and 2018 Priorities document to key stakeholders, including government and other regulatory partners. Board members were invited to provide other editorial suggestions related to the distribution of the document to the Office of the Registrar. BG Moved by P. Sousa, seconded by B. Ward, and CARRIED that whereas on June 12, 2017, the Board of Governors and Senior Management Team met in London, Ontario to identify the College s key strategic priorities for the 2018 fiscal year; and whereas on August 22, 2017, the Board of Governors approved the 2018 Strategic Priorities document at Appendix A of the August 22, 2017 Decision Note titled 2018 Strategic Priorities ; and whereas staff confirmed and expanded the 2018 Strategic Priorities previously approved by the Board of Governors to consider the Dean Report, the evolving external environment, and the impact on the College s role in protecting the public; the Board of Governors hereby approves the Strategic Plan and 2018 Priorities document tabled as Appendix B to the December 5, 2017 Decision Note titled Strategic Plan and 2018 Priorities. 7. Governance 7.1 Proposed By-law Amendments D. Reynolds reviewed proposed amendments to the College General By-law concerning (a) the remuneration of Discipline Committee and Fitness to Practise Committee panels; and (b) housekeeping amendments to reflect changes to the Ontario College of Trades and Apprenticeship Act (OCTAA). While the entire per diem policy will be reviewed in the coming months by and independent third party, including the base amounts in section 8.1 of the By-law, an interim amendment is being recommended in order to address a gap in how Discipline panels are compensated compared to Complaints panels and Registration Appeals panels. The Board agreed that the proposed amendments also be subject to the upcoming global review of remuneration/per diems. BG Moved by D. Reynolds, seconded by W. Pamic, and CARRIED, that whereas on December 5, 2017, the Board of Governors reviewed a proposal to amend the College General Bylaw in two respects: (a) the remuneration of Discipline Committee and Fitness to Practise Committee panels; and (b) housekeeping amendments to reflect changes to the Ontario College of Trades and Apprenticeship Act, 2009; the Board of Governors hereby approves the amendments to section 1 and section 8 of the College General By-law set out in the December 5, 2017 Decision Note titled Proposed By-law Amendments ; and further approves that the remuneration amendments be subject to the upcoming review of per diem rates and eligibility to be undertaken by an independent third party. 7.2 Appointments Update The Chair provided an update on the status of appointments to the College s governing structure as well as recent and upcoming terms that have expired or will be expiring. It is anticipated that the Appointments Council will be meeting in December and further updates will be provided to the Board as they become available. Page 3 of 7

4 7.3 Committee Reports The Chair advised that six sets of Committee minutes have been provided in the Board s meeting package, and noted that, while there are no minutes of the Finance & Audit Committee s November 27, 2017 meeting, the purpose of that meeting was to review and endorse the Strategic Plan & 2018 Priorities just approved by the Board. 7.4 Motive Power Divisional Board Report P. Sousa reviewed highlights of the Motive Power Divisional Board s November 23, 2017 meeting, including an update on Phases 1 and 2 of the PEP; a presentation from members of the Truck & Coach Technician Trade Board; a review of statistics and resolutions for Motive Power trades; and a summary of industry, regulatory and corporate updates. 8. Operations Budget M. Meffe reviewed the proposed 2018 Budget, including a summary of revenue and expenses outlined in a Comparative Statement of Operations. In the Membership Revenue area, the Board discussed and agreed on a change to quantify the percentage decrease in the apprenticeship class from voluntary trades over the past two years. BG Moved by T. Cox, seconded by B. Ward, and CARRIED, that whereas at its November 9, 2017 meeting, the Finance & Audit Committee recommended the 2018 Budget for approval by the Board of Governors; the Board of Governors hereby approves the 2018 Budget, as presented in Appendix A to the Decision Note titled 2018 Budget, and subject to an amendment to quantify the percentage decrease in the apprenticeship class from voluntary trades over the past two years. 8.2 Q Financial Statements and Forecast M. Meffe reviewed the financial results for the third quarter ended September 30, 2017, including Financial Statements, Statement of Operations, and closing cash balance. The Board was updated on the favourable variance and the status of vacant staff positions. It was noted that the College remains on track to meet the total budget. 8.3 Q Risk Management Update The Chair presented an updated overview of the external and internal risk factors that could impact College operations. The Board considered a Finance & Audit Committee recommendation that the Board of Governors receive the College s Risk Management Quarterly Update for Q There was a discussion with respect to Board succession and the importance of policies and practices aimed at retaining organizational memory and knowledge. BG Moved by P. Cherubini, seconded by J. Holmes, and CARRIED, that whereas the Finance & Audit Committee approved the College s Risk Management Quarterly Update for Q at its meeting of November 9, 2017; the Board of Governors hereby receives the College s Risk Management Quarterly Update for Q Cash Balance Review and Strategy The Chair reviewed information related to the ongoing working capital requirements for the College. 8.5 Insurance Renewal Review The Chair reviewed a summary of the College s current insurance policies and noted that, as there have been no material changes to the needs at the College, the College will be retaining the same level of insurance coverage for Page 4 of 7

5 8.6 Registrar s Report: Q G. Gritziotis tabled the Registrar s Report for Q consisting of an Executive Summary, Operational Report, and a Strategic Priorities update. He noted that the format of the Registrar s Report will be modified to reflect progress on strategic priorities. 9. Apprenticeship & Skilled Trades 9.1 Shifting of Trade Board Representation for Aboriginal Child Development Practitioner Trade to Child Development Practitioner Trade Board The Board considered a proposal to shift responsibility for the Aboriginal Child Development Practitioner trade from the Service Divisional Board to the Child Development Practitioner Trade Board. BG Moved by P. Cherubini, seconded by J. Holmes, and CARRIED, that whereas on June 27, 2012 the Service Divisional Board determined that it would represent the interests of the Aboriginal Child Development Practitioner trade and the Child Development Practitioner trade in the absence of appointments being made to either of these Trade Boards; and whereas in June 2017, appointments to the Child Development Practitioner Trade Board were made, thereby achieving quorum for the first time for the Child Development Practitioner Trade Board; and whereas at its meeting of August 1, 2017, the Child Development Practitioner Trade Board agreed that it should represent the occupational pathways of both the Child Development Practitioner trade and the Aboriginal Child Development Practitioner trade; and whereas the Service Divisional Board has been without quorum since September 1, 2017 and did not have an opportunity to meet and consider this matter before that date; and whereas under Section 20(1) of the Ontario College of Trades and Apprenticeship Act, 2009, The Board of Governors may establish a body, to be known as at trade board, for a trade or group of trades in a sector ; the Board of Governors hereby approves that the Child Development Practitioner Trade Board directly represent the Aboriginal Child Development Practitioner trade. 9.2 Curriculum Standards & Training Standards Management Approval Process: Review of Final Approval Authority The Chair reviewed the status of the Curriculum Standards and Training Standards approval process, in light of Divisional Board quorum issues and numerous vacancies on the Board of Governors. It was noted that at its meeting of November 16, 2017 the Executive Committee agreed that the upcoming governance review will help identify the most effective and efficient process for developing Standards based on data and evidence, but in the interim recommended that the Board grant the Executive Committee final approval authority over Standards in all four sectors. In consideration of that recommendation, it was also noted that management, in consultation with the Chair, proposes an alternative way forward for business continuity in this area in which the Executive Committee assumes the role of the Divisional Board with respect to the Standards Management Process where the Divisional Board for the applicable trade does not have quorum, on an interim basis pending: i/ the completion of the governance review described in Section 6.2 above; and ii/ additional appointments to the Board of Governors to achieve an appropriate complement of Governors representing all sides of this issue. 9.3 Updates to Training Standards: Industrial Electrician and Parts Technician The Chair advised that at its meeting of November 16, 2017, the Executive Committee approved updates to the Industrial Electrician Training Standard and the Parts Technician Training Standard for use in Ontario s apprenticeship training for the trades. Page 5 of 7

6 10. Legal & Regulatory 10.1 Trade Classification Reviews: Update on Regulations The Chair reported on the status of the College s work with the Ministry of Labour concerning both the Board s draft Trade Classification Review (TCR) referral regulation and the Minister s regulation related to TCR criteria and process. The Board was advised of issues affecting the development of the regulations and will receive a full briefing on the draft Minister s regulation and any associated changes to the Board s referral regulation, which may require further review and Board approval, once more information is available Trade Name Change Requests The Board considered a proposal regarding two trade name change requests made to align with the Canadian Council of Directors of Apprenticeship (CCDA) Harmonization Initiative. BG Moved by P. Sousa, seconded by D. Pyper, and CARRIED, that whereas the Board of Governors has been notified of the following trade name change requests: General Carpenter to Carpenter, and Refrigeration and Air Conditioning Systems Mechanic to Refrigeration and Air Conditioning Mechanic ; and whereas the Trade Boards for the above trades have passed resolutions regarding name change as outlined in the Decision Note titled Trade Name Change Requests ; and whereas the Construction Divisional Board does not currently have quorum; and whereas the Executive Committee has authority under section 16.2 of the College s General By-Law to exercise all the other powers and duties of the Board with respect to any matter that, in the opinion of the Executive Committee requires attention between meetings of the Board, except the power to make, amend or revoke regulations or by-laws ; and whereas at its meeting of November 16, 2017, the Executive Committee recommended that the Board of Governors refer the following trades to the Regulations Committee for further exploration and related next steps; the Board of Governors hereby approves the referral of the aforementioned trades to the Regulations Committee for further exploration and related next steps including engaging relevant Trade and/or Divisional Boards; and further approves that the Regulations Committee may seek the Construction Divisional Board s endorsement of the requested trade name changes, once quorum is re-established on the Divisional Board. 11. Motion to Move In Camera BG Moved by P. Cherubini, seconded by B. Ward, and CARRIED, the Board moved in camera at 11:00 a.m. J. Bennett and M. Meffe left the meeting at 11:00 a.m. 12. Approval of In Camera Minutes BG Moved by P. Sousa, seconded by B. Ward, and CARRIED, the in camera minutes of the October 24, 2017 meeting of the Board of Governors were approved as tabled. M. Feres left the meeting at 11:02 a.m. 13. In Camera The Board met in camera. 14. Adjournment The meeting adjourned at 11:25 a.m. Page 6 of 7

7 Don Gosen Signed: Don Gosen Chair, Board of Governors George Gritziotis Signed: George Gritziotis Registrar & CEO Page 7 of 7