GOVERNANCE RESPONSIBILITY: Ensure Board Effectiveness Section A: Governance Policy Framework NUMBER: V-A-7 ISSUE DATE: April 2009 SUBJECT: BOARD STANDING AND AD HOC COMMITTEES 1. Introduction Section 7 of By-law No. 3 contains provisions for Board Standing and Ad Hoc Committees. This Policy is intended to supplement the By-law provisions. In the event of conflict between this Policy and the By-law, the By-law provision(s) will apply. The Board of Directors will: Establish a s mall number of Standing Committees that are clearly tied to the Board s core responsibilities, Establish clear Standing Committee Terms of Reference and Membership for review and approval annually, Require the Standing Committees to establish an annual work plan and deliverables for approval of the Board; and Monitor the progress of the work of the Standing Committees at defined intervals within the Board s own work plan. The Board will establish an Executive Committee, a Governance Committee, a Finance Committee, an Audit Committee and a Quality of Care Committee. The Board may wish to fulfill the Terms of Reference of these Committees in a Committee-of-the-Whole. Terms of Reference for these Committees is included in this policy. The Board may wish to establish additional Standing and Ad Hoc Committees to support the Board in fulfilling its responsibilities. The Terms of Reference for all Committees will be reviewed, evaluated and revised, as may be appropriate, on an annual basis. 2. Guidelines for Assignment of Directors to Board Standing and Ad Hoc Committees All Members of the Board of Directors will be expected to serve on at least one Board Committee. Each Standing Committee will include at least two Directors. In addition, the Board Chair will be an ex-officio Member of every Board Committee with voting privileges. In nominating specific Directors for assignment to Standing Committees, the Governance Committee will have regard for: Board of Directors Policy Manual Page 74
(i) (ii) (iii) (iv) preferences of Directors balance of skills and expertise prior experience in relation to matters before the Committee other criteria as determined by the Board. 3. Guidelines for the Assignment of Community Members to Standing and Ad Hoc Committees With the exception of the Executive, Governance and Audit Committees, the Board of Directors may appoint additional community Members from within the catchment area to serve on Board Standing and Ad Hoc Committees. The guidelines and process for selection are as determined by the Board. 4. Standing Committee and Ad Hoc Meeting Frequency and Format The frequency of meetings will be as set out in Committee Terms of Reference and will be no less than as set out in within this Policy. Committee meetings may be held in person or by teleconference. Agendas and related documentation will be pre-circulated to Committee Members. 5. Remuneration of Committee Members Standing and Ad Hoc Committee Members will be remunerated for their out of pocket expenses including travel, meals, accommodation and long distance telephone. 6. Quorum Quorum of a Standing and Ad Hoc Committee for the purpose of conducting business will be a majority of Board Directors who are Members of the Committee. Board of Directors Policy Manual Page 75
1. The Executive Committee shall consist of: EXECUTIVE COMMITTEE (e) (f) the Chair of the Board the Past Chair of the Board if available and eligible the Vice Chair of the Board the Secretary of the Board the Treasurer of the Board the Chief Executive Officer (non-voting). 2. The Executive Committee shall: carry out the duties and responsibilities of the Board in emergency situations reporting back to the Board at the next regular Board meeting; support the CEO on an on-going basis; annually evaluate the performance of the CEO; and establish an annual work plan and deliverables for approval by the Board. 3. The Executive Committee shall meet at the call of the Chair. 4. Appropriate staff support will be provided to the Executive Committee. Board of Directors Policy Manual Page 76
GOVERNANCE COMMITTEE 1. The Governance Committee will consist of: at least 2 Directors, one of whom will be appointed Chair; the Chair of the Board ( ex-officio); and the Chief Executive Officer (non-voting). 2. The Governance Committee will: Support the Board of Directors in ensuring its ongoing effectiveness through Board orientation, development, education and evaluation; Ensure the Board s compliance with its own rules of conduct, administrative By- Laws and the CCAC Board Policy Manual; Using the Guidelines for Selection of Directors, nominate candidates to the Board of Directors for election by the Members of the Corporation to fill vacancies; (e) (f) (g) (h) (i) (j) Plan for succession within the Board of Directors and recommend a process of election by the Board to fill Officer and Director positions; Periodically review the administrative By-Law and Board policies regarding governance structure and processes and recommend revisions as required to the Board of Directors for approval; Review alignment of Board and Committee work plans and report to the Board; Develop an overall reporting matrix to assist the Board in monitoring compliance with the goals and objectives established through the Committee and Board work plans; Pre-Accreditation Survey: Assist the Quality of Care Committee in coordinating the self assessment process and establishing, documenting, and implementing the roadmap action plans; Post-Accreditation Survey: At least once every three years, assess the Board s functioning using the Governance Functioning Tool and implementing quality improvements in governance as identified from the results; Establish an annual work plan and deliverables for approval by the Board. 3. The Governance Committee will meet no less than two times per year and at the call of the Chair. 4. Appropriate staff support will be provided to the Governance Committee. Board of Directors Policy Manual Page 77
FINANCE COMMITTEE OF THE WHOLE 1. The Finance Committee of the Whole will consist of: All Directors of the Board, whereby the Treasurer will serve as Chair; and the Chief Executive Officer or delegate (non-voting). 2. The Finance Committee of the Whole will: a) Review and report to the Board on the [monthly/quarterly] financial performance of the CCAC and monitor to ensure that the CCAC operates within its approved funding; b) Review and recommend to the Board the financial reports to the Local Health Integration Network developed by management as required in the Multi-Sector Service Accountability Agreement; c) Ensure that management has established processes to manage the assets of the CCAC; d) Identify and ensure that the Board understands any financial risks assumed by the CCAC, and ensure that management has established systems to manage these risks and that they are in place; e) Establish an annual work plan and deliverables for approval of the Board. 3. The Finance Committee of the Whole will meet no less than two times per year and at the call of the Chair. 4. Appropriate staff support will be provided to the Finance Committee of the Whole. Board of Directors Policy Manual Page 78
1. The Audit Committee will consist of: AUDIT COMMITTEE at least 2 Directors, who will be financially literate, one who will serve as Chair; and the Chair of the Board (ex-officio). 2. The Audit Committee has the primary responsibility to assist the Board in fulfilling its oversight responsibility with respect to the accuracy of financial reporting, ensuring that appropriate systems of internal controls have been established by management, and to oversee the internal and external audit process. 3. The Audit Committee will: (e) (f) (g) (h) (i) meet with the external auditors two times per fiscal year; review the annual audited financial statements before submission to the Board, giving consideration to any changes in accounting policies and practices, significant adjustments resulting from the audit, compliance with accounting standards and compliance with legal requirements; review the effectiveness of the overall process for identifying risks affecting financial reporting; review management s assessment of compliance with laws, rules, regulations and contracts; review management s assessment of the adequacy and effectiveness of internal controls over the accounting and financial reporting systems, and recommendations of internal and external auditors; consider and recommend to the Board for approval by the Membership of the Corporation the appointment or re-appointment of external auditors who are licensed under the Public Accountancy Act; review and approve any internal audit plans that may be deemed necessary, including the nature and scope of specific internal audit projects to be carried out, and receive the reports and recommendations arising from such internal audit projects as they are conducted; obtain assurance that management has established the appropriate control environment that emphasizes accountability of employees for the management of funds, and has implemented appropriate policies and procedures with respect to controlling and safeguarding assets such as the adequacy of insurance coverage; systems of internal control over financial reporting; policies and procedures to ensure compliance with legal and regulatory requirements; and disaster recovery procedures with respect to the CCAC s computer systems; and establish an annual work plan and deliverables for approval of the Board. Board of Directors Policy Manual Page 79
4. The Audit Committee will meet no less than two times per year and at the call of the Audit Committee Chair. 5. Appropriate staff support will be provided to the Audit Committee. Board of Directors Policy Manual Page 80
QUALITY OF CARE COMMITTEE 1. The Quality of Care Committee shall consist of: at least 2 Directors, one of whom shall be appointed Chair; the Chair of the Board ( ex-officio); the Chief Executive Officer (non-voting); and the Senior Director, and designates, with lead responsibility for Quality (nonvoting). Other stakeholders may be asked to attend the meetings as needed to provide information or expert advice. 2. The Quality of Care Committee shall: (e) (f) (g) (h) (i) (j) (k) Recommend to the Board of Directors appropriate indicators that enable the Board to measure and monitor the care provided by the CCAC; Review and recommend to the Board the Multi-Sector Service Accountability Agreement with the LHIN; Ensure the development of the CAPS to support funding provided by the Ministry/LHIN; Review and recommend to the Board the CAPS including financial assumptions used to develop it; Review and recommend to the Board plans developed by management to address any variances between the CAPS and actual performance, monitor the implementation of these plans and report to the Board; Lead and monitor the Board through the Accreditation cycle. Receive and review a report on trends in client complaints and report to the Board on a regular basis. Receive and review a report on the performance of the organization with respect to privacy and security of information and report to the Board annually. Receive and review a monitoring report on risk management activities annually to assess the CCAC s quantification of risk and how these risks are addressed and report to the Board. Review and recommend to the Board performance reports as required. Establish an annual work plan and deliverables for approval of the Board. 3. The Quality of Care Committee shall meet no less than two times per year and at the call of the Quality of Care Committee Chair. 4. Appropriate staff support will be provided to the Quality of Care Committee. Board of Directors Policy Manual Page 81