BOARD OF DIRECTORS MANUAL Subject: Duties and Expectations of a Board Director Policy No. CKH-G5 Effective Date: May 20, 2014 Section: Governance IC Standard: Review Date: Jan. 12, 2017 Date: Jan. 12, 2017 PURPOSE: To clarify expectations to each Director of the Board in discharging his/her responsibilities. To ensure that the highest standards of public trust and integrity are maintained at Chatham Kent Hospice in all aspects of its affairs PROCEDURE: 1) Fiduciary Obligation All Directors of Chatham Kent Hospice stand in fiduciary relationship to the hospice corporation. Each director is responsible to act honestly, in good faith, and in the best interests of the Chatham Kent Hospice and each of their founding corporations and, in so doing, to support the hospice in fulfilling its mission, vision and values, 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 Hospice. 2) Accountability A director s fiduciary duties are owed to the corporations of Chatham Kent Hospice, including observance of the objects, philosophy, and goals described in the respective corporation s by-laws. A director is not solely accountable to any special group or interest and shall act and make decisions that are in the best interests of the Chatham Kent Hospice. A director shall be knowledgeable of the stakeholders to whom the hospice is accountable and shall incorporate the interests of such stakeholders when participating in making decisions as a Board. 3) Education A director shall be prepared to become knowledgeable about: the Chatham Kent Hospice Chatham Kent Hospice Inc. CKH-5-Duties and Expectations of a Board Director 1 of 5
BOARD OF DIRECTORS MANUAL the health care needs of the community served; the duties and expectations of a director; the Chatham Kent Hospice role and responsibilities in the governance of not-forprofit organizations; the Chatham Kent Hospice governance structure and processes; Board-adopted governance policies; and, Hospice policies applicable to board members. To achieve the desired knowledge noted above, a director will participate in the Chatham Kent Hospice Board orientation program, orientation to committees, board retreats, and other board education/development sessions 4) Board Policies and Hospice Policies A director shall be knowledgeable of and comply with the Board and Hospice policies that are applicable to the Board including: the Boards Code of Conduct; the Boards Conflict of Interest policy; the Boards Confidentiality policy; the Boards Role of the Board policy the By-Laws; 5) Respectful Relationships A director shall develop and maintain sound relations and work co-operatively and respectfully with the Board Chair, other members of the Board, and the senior management. 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 take place in an atmosphere of mutual respect and courtesy. All Directors are expected to be objective and willing to listen with an open mind, giving priority to Chatham Kent Hospice as a whole and to help the Board arrive at appropriate group decisions. The authority of the Chair must be respected by all Directors. 6) Community Representation and Support A director shall represent the Chatham Kent Hospice in the community when asked to do so by their Board Chair. Board members are encouraged to support the fundraising activities through attendance at Chatham Kent Hospice sponsored events. Chatham Kent Hospice Inc. CKH-5-Duties and Expectations of a Board Director 2 of 5
BOARD OF DIRECTORS MANUAL 7) Time and Commitment A director is expected to commit the time required to perform regular Board and committee duties. Chatham Kent Hospice director is expected to adhere to the Board s attendance requirements, attending at least 75% of Board and committee meetings. The policies contain provisions for the removal of a director if he or she is absent for three consecutive regular meetings of the Chatham Kent Hospice Board. A director is expected to serve on at least one standing committee. A director is expected to participate in occasional planning and developmental retreats in addition to their regular time commitment, and to support other special events and celebrations as possible. see Chatham Kent Hospice Attendance Policy 8) Conflict of Interest Directors avoid situations in which their personal interests will conflict with their duties to the corporation. Directors also avoid situations in which their duties to the corporation may conflict with duties owed elsewhere. Directors will be held to strict standards of honesty, integrity and loyalty. A Director does not put personal interests ahead of the best interests of the corporation. see Chatham Kent Hospice CKH G2 Conflict of Interest Policy 9 ) Confidentiality It is recognized that the role of Director may include representing Chatham Kent Hospice in the community. However, such representations must be respectful of and consistent with the Director s duty of confidentiality. Every Director, officer and employee of the corporation shall respect the confidentiality of information about Chatham Kent Hospice, whether that information is received in a meeting of the Board or of a committee or is otherwise provided to or obtained by a Director see Chatham Kent Hospice CKH-G1- Confidentiality Policy 10 ) Contribution to Governance Directors are expected to make a contribution to the governance role of their Board and the Chatham Kent Hospice through: 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 Chatham Kent Hospice; Respecting the role and Terms of Reference of Board committees; and Participating in board and committee evaluations and annual performance reviews. Chatham Kent Hospice Inc. CKH-5-Duties and Expectations of a Board Director 3 of 5
BOARD OF DIRECTORS MANUAL 11 ) Continuous Improvement A director shall commit to be responsible for continuous self-improvement. A director shall receive and act upon the results of board effectiveness evaluations in a positive and constructive manner. 12 ) Term and Renewal A director is elected for a term for two 3 year terms up to 6 years (Article 4.6-By-Law # 1). A director s renewal is not automatic and shall depend on the director s performance. Exception for Past Chair? A Director may, by resolution of the Board, have his maximum term as a Director extended for the sole purpose of that Director succeeding to the office of Chair or serving as Chair.(Article 4.8-Maximum Term) 13) 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 Executive Director/ CEO designate may speak on behalf of the organization. No Director speaks or makes representations on behalf of the Board unless authorized by the chair of the Board. When so authorized, the Board members representations must be consistent with accepted positions and policies of the Board. 14) Media Contact and Public Discussion News media contact and responses and public discussions of Chatham Kent Hospice s affairs are to be made through the Board s authorized spokespersons. Any Director who is questioned by news reporters or other media representatives must refer such individuals to the appropriate representatives of the corporation. 15) 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 the majority of the Directors. 16) Chatham Kent Hospice Board members contribute to effective governance by: A) Being clear about the Board s role in providing strategic direction. B) Understanding Chatham Kent Hospice structure and decision-making process. C) Understanding and functioning with a broad view. D) Attending 75% of all meetings and participating actively in them. E) Preparing for meetings by reading materials in advance. F) Responding to requests for information or action. G) Being open, frank, clear and concise when speaking. H) Being respectful of others. Chatham Kent Hospice Inc. CKH-5-Duties and Expectations of a Board Director 4 of 5
BOARD OF DIRECTORS MANUAL I) Expressing commitment to the organization and willingness to take on appropriate roles. J) Voicing conflicting opinions during board and committee meetings but respecting the decision of the majority even when the director does not agree with it; K) Respecting the role of the Chair; L) Contributing to a relaxed, collegial climate during meetings, with adequate time for discussion. M) Keeping informed, sharing information with others, proactively communicating with other Board members and staff. N) Participating in Board activities such as orientation, recognition and key events as well as evaluation. Date Revision Effective May 20, 2014 Development of Policy May 20, 2014 Jan. 12, 2017 Review of policy, renumbered headings, added Board Policy Role of the Board to # 4, Term and Renewal updated to be that as in By-Law # 1, changed CEO to ED March 23, 2-17 Chatham Kent Hospice Inc. CKH-5-Duties and Expectations of a Board Director 5 of 5
POLICY AND PROCEDURE MANUAL Section Policy and Procedure Manual CKH-G4 Board Code of Conduct Board of Directors-Governance April 16, 2014 Purpose: To ensure that the highest standards of public trust and integrity are maintained at Chatham Kent Hospice in all aspects of its affairs. Policy: The Code of Conduct set out below applies to all Directors and committee members. Directors Duties: All Directors of Chatham Kent Hospice stand in fiduciary relationship to the corporation. As fiduciaries, Directors act honestly, in good faith, and in the best interests of Chatham Kent Hospice. Directors and committee members are expected to attend all meetings to which they are assigned. It is recognized that Directors and committee members may be unable to attend some meetings due to conflicts with other commitments or other unforeseen circumstances. An attendance rate of 75% is acceptable as referenced in Policy CKH-G3-Board & Committee Meeting Attendance. Directors will be held to strict standards of honesty, integrity and loyalty. A Director does not put personal interests ahead of the best interests of the corporation. Directors avoid situations in which their personal interests will conflict with their duties to the corporation. Directors also avoid situations in which their duties to the corporation may conflict with duties owed elsewhere. In addition, all Directors must respect the confidentiality of information about the corporation. CHATHAM KENT HOSPICE INC. BOARD CODE OF CONDUCT POLICY 1
POLICY AND PROCEDURE MANUAL Section Policy and Procedure Manual CKH-G4 Board Code of Conduct Board of Directors April 16, 2014 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. Confidentiality It is recognized that the role of Director may include representing Chatham Kent Hospice 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, officer and employee of the corporation shall respect the confidentiality of information about Chatham Kent Hospice, whether that information is received in a meeting of the Board or of a committee or is otherwise provided to or obtained by a Director. 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 Executive Director or designate may speak on behalf of the organization. No Director speaks or makes representations on behalf of the Board unless authorized by the chair of the Board. When so authorized, the Board members representations must be consistent with accepted positions and policies of the Board. News media contact and responses and public discussions of Chatham Kent Hospice s affairs are to be made through the Board s authorized spokespersons. Any Director who is questioned by news reporters or other media representatives must refer such individuals to the appropriate representatives of the corporation. 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 take place in an atmosphere of mutual respect and courtesy. CHATHAM KENT HOSPICE INC. BOARD CODE OF CONDUCT POLICY 2
POLICY AND PROCEDURE MANUAL Section Policy and Procedure Manual CKH-G4 Board Code of Conduct Board of Directors-Governance April 16, 2014 All Directors are expected to be objective and willing to listen with an open mind, giving priority to Chatham Kent Hospice as a whole and to help the Board arrive at appropriate group decisions. 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 the 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. CHATHAM KENT HOSPICE INC. BOARD CODE OF CONDUCT POLICY 3
BOARD CONFLICT OF INTEREST Section Manual Policy and Procedure-Governance Board Conflict of Interest Board of Directors CKH-G-2 March 18, 2014 Purpose: All Directors have a duty to ensure that the trust and confidence of the public in 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 important that all Directors understand their obligations when a conflict of interest or potential conflicting interests arises. Policy: Directors and non-board committee members avoid situations in which they may be in a position of 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. A conflict of interest exists in any situation where Directors and committee members ability to fulfill their official duties and responsibilities could be adversely affected by their private interests or personal considerations. This goes beyond a financial or economic interest to include any personal interest that arises from business dealings, social ties, or other personal considerations. Description of Conflict of Interest The situations in which potential conflict of interest may arise cannot be exhaustively set out but some general examples are included below. Conflicts generally arise in the following situations: 1. Interest of a Director Wearing Two Hats When a director transacts with the corporation directly or indirectly. When a director has a significant direct or indirect interest in a transaction or contract with the corporation. Failing to disclose is an offence under the Corporations Act, resulting in liability being imposed on the director for any profit realized from the contract and a penalty on conviction. 2. 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. 3. 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 CHATHAM KENT HOSPICE BOARD CONFLICT OF INTEREST 1 of 3
BOARD CONFLICT OF INTEREST Section Manual Policy and Procedure-Governance Board Conflict of Interest Board of Directors CKH-G-2 March 18, 2014 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. 4. 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. 5. Appropriation of Corporate Opportunity When a director diverts to his or her own use an opportunity or advantage that belongs to the corporation. Procedure: Directors and their businesses are allowed to supply services, products and enter into contracts with the CK Hospice provided they closely follow the following process. The purpose of the process is to eliminate any real or perceived conflict of interest, or unfair advantage that the hospice directors might have over the general public. The effect of such an unfair advantage would be to damage the reputation of the CK Hospice or its leadership. The Process: The Director will declare his / her interest at the first meeting of the Directors after which he /she became interested; (a) Request that his/her declaration be recorded in the minutes of that meeting; (b) Not participate in the consideration of the issue; and (c) Not vote on any resolution concerning conflict with the proposed business If there is a disagreement about whether a conflict of interest exists, the matter shall be decided by the presiding chairperson, subject to challenge by a majority vote of the remaining Directors present at the meeting. The Director who is the subject of the issue shall not vote on any appeal of the chairperson s decision. Process for Resolution of Conflicts and Addressing Breaches of Duty CHATHAM KENT HOSPICE BOARD CONFLICT OF INTEREST 2 of 3
BOARD CONFLICT OF INTEREST Section Policy and Procedure-Governance Board Conflict of Interest Manual Board of Directors CKH-G-2 March 18, 2014 All Directors shall comply with the requirements of the by-laws. 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 or interest or breach of duty may be harmful to the corporation not withstanding that there has been compliance with the by-laws. A director may be referred to the process outlined below in any of the following circumstances: 1. Circumstances for Referral Where any Director believes that that Director or another Director: (a) Has breached his or her duties to the corporation; (b) Is in a position where there is a potential breach of duty to the corporation; (c) Is in a situation of actual or potential conflict of interest; or, (d) Has behaved or is likely to behave in a manner that is not consistent with the highest standards of public trust and integrity and such behavior may have an adverse impact on the corporation. 2. Process for Resolution The matter shall be referred to the following process: (a) Refer matter to the Chair or where the issue may involve the Chair, to any Vice-Chair, with notice to the Chief Executive Officer. (b) Chair (or Vice-Chair as the case may be) may either (i) attempt to resolve the matter informally, or (ii) refer the matter to an ad hoc subcommittee of the Board established by the Chair in which the subcommittee shall report to the Board. (c) If 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 shall refer the matter to the process in (b)(ii) above. CHATHAM KENT HOSPICE BOARD CONFLICT OF INTEREST 3 of 3
BOARD CONFIDENTIALITY Section Policies and Procedures-Governance Board Confidentiality Manual Board of Directors CKH-G-1 March 18, 2014 Purpose: To ensure that confidential matters are not disclosed until disclosure is authorized by the Board. Policy: The Directors owe to Chatham Kent Hospice a duty of confidence not to disclose or discuss with another person or entity, confidential information concerning the business and affairs of Chatham Kent Hospice received in their capacity as Directors unless otherwise authorized by the Board. In addition; CK Hospice Directors owe to St. Andrew s Residence and affiliates (Adelaide Non Profit Housing Community, St. Andrew s Residence, Chatham Foundation and St. Andrew s Terrace Life Lease Residence Inc.), not to disclose or discuss confidential information about St Andrew's Residence and it's affiliate which is shared with the Chatham Kent Hospice Board. Procedure: We often receive or have access to confidential, private and sensitive client information and information related to the financial and business operations of Chatham Kent Hospice. Directors must follow the commitment to confidentiality. Each Director signs an oath of confidentiality that remains in effect even upon leaving as a volunteer. This is demonstrated by: Avoiding discussion of confidential client matters in places where people who do not have a valid need to know such information may overhear you. Ensuring that documents containing confidential client information are maintained in a manner that persons who do not have a need to know the content of such documents cannot see or access them. Ensuring that an individual s computer IDs and passwords are not given to any other person. Information discussed at Board Meetings remains confidential unless otherwise specified. CHATHAM KENT HOSPICE BOARD CONFIDENTIALITY 1 of 2
BOARD CONFIDENTIALITY Section Policies and Procedures-Governance Board Confidentiality Manual Board of Directors CKH-G-1 March 18, 2014 Personnel matters (related to employees or volunteers) are not openly discussed where there are people who do not have a valid need to know such information. Personal information relating to employees and volunteers are maintained in a manner that persons who do not have a need to know cannot see or access them. Directors shall sign off on the Director Annual Declaration Form. CHATHAM KENT HOSPICE BOARD CONFIDENTIALITY 2 of 2