Board Governance Policy
Manual
Updated January 2019
Page 1 of 156
Contents Introduction: About OECM ______4 Legislative and Regulatory Context/Overview ______5 Articles of Incorporation ______6
BY-LAW NUMBER 1 ______8
Strategy and Planning ______33 Mission, Vision and Values Statement ______34
Strategic Planning Policy ______35
Board & Committee Leadership ______38 Board of Directors’ Terms of Reference ______39
Audit and Finance Committee Terms of Reference ______44
Customer Council Committee Terms of Reference ______46
Governance and HR Committee Terms of Reference ______49
Policy Review Committee (PRC) Terms of Reference ______52
Nominations Committee Terms of Reference ______56
Roles and Responsibilities – Board of Directors ______58
Roles and Responsibilities– Individual Directors ______62
Roles and Responsibilities – Officers ______66
Roles and Responsibilities – Committee Chairs ______72
Board Orientation and Professional Development Policy ______75
Board Evaluation Policy ______79
Nominate and Elect Board Members Policy ______83
Elect Officers and Appoint Committee Chairs Policy ______85
Director Code of Conduct Policy ______90
Annual Director Declaration and Consent ______100
Whistleblower Policy ______101
Excellence in Executive Leadership ______106 CEO Total Rewards Policy ______107
CEO Performance Evaluation Policy ______109
CEO and Executive Succession Planning Policy ______112
CEO Recruitment, Selection and Appointment Policy ______115
Page 2 of 156
Stakeholder Accountabilities, Communications and Relationships______119 Stakeholder Relations and Communication Policy ______120
Financial Management ______123 Financial Reserve(s) Policy______124
Investment Policy ______126
Delegation of Authority Policy ______128
Effective Board Administration and Operations ______131 Board and Committee Work Plans Policy ______132
Board Remuneration Policy ______134
Board Travel and Expenses Policy ______134
Information and Presentation Policy ______148
Record Keeping Policy ______151
Page 3 of 156
1. Introduction: About OECM
Page 4 of 156
2. Legislative and Regulatory Context/Overview
Page 5 of 156
Articles of Incorporation
Page 6 of 156
Page 7 of 156
ONTARIO EDUCATION COLLABORATIVE MARKETPLACE
BY-LAW NUMBER 1
Enacted to take effect at the Annual General Meeting held on May 30th 2018
(Approved by Board: March 7th 2018)
Page 8 of 156
Article 1. Objects of the Corporation and Interpretation ...... 12 1.1 Objects of the Corporation ...... 12 1.2 Definitions ...... 12 1.3 Interpretation ...... 13 Article 2. Membership in the Corporation ...... 13 2.1 Members ...... 13 2.2 Fees ...... 13 2.3 Voting ...... 13 Article 3. Meetings of Members ...... 14 3.1 Location ...... 14 3.2 Annual Meetings ...... 14 3.3 Calling Meetings ...... 14 3.4 Quorum ...... 14 3.5 Notice ...... 14 3.6 Annual Meeting – Business ...... 14 3.7 Votes ...... 15 3.8 Chair of the Meeting ...... 16 3.9 Adjourned Meetings of Members ...... 16 3.10 Notice of Adjourned Meetings ...... 16 3.11 Written Resolution...... 16 Article 4. Directors ...... 16 4.1 Composition of Board ...... 16 4.2 Duties and Responsibilities ...... 17 4.3 Qualifications of Directors ...... 17 4.4 Vacation of Office ...... 17 4.5 Removal ...... 17 4.6 Election and Term ...... 18 4.7 Nomination Procedure for Election of Directors ...... 18 4.8 Maximum Terms ...... 18 4.9 Filling Vacancies ...... 19 4.10 Directors Remuneration ...... 19
Article 5. Meetings of Directors...... 19 5.1 Meetings of Directors ...... 19
Page 9 of 156
5.2 Regular Meetings ...... 19 5.3 Electronic Attendance at Meetings ...... 19 5.4 Notices ...... 20 5.5 Quorum ...... 20 5.6 Chair of Board Meetings ...... 20 5.7 First Meeting of New Board ...... 20 5.8 Persons Entitled to be Present ...... 20 5.9 Voting ...... 21 5.10 Casting Vote ...... 21 5.11 Decision-making ...... 21 5.12 Adjournment of the Meeting ...... 21 5.13 Notice of Adjourned Meeting ...... 21 5.14 Written Resolution...... 21 Article 6. Interest of Directors in Contracts ...... 21 6.1 Declaration of Conflict ...... 21 Article 7. Protection of Officers and Directors ...... 22 7.1 Directors’ Liability ...... 22 7.2 Indemnities to Directors and Others ...... 23 7.3 Insurance ...... 23 Article 8. Committees ...... 23 8.1 Committees...... 23 8.2 Functions, Duties, Responsibilities and Powers of Committees ...... 24 8.3 Committee Members, Chair ...... 24 8.4 Non-Directors on Committees ...... 24 8.5 Procedures at Committee Meetings ...... 24 Article 9. Officers ...... 25 9.1 Officers ...... 25 9.2 Terms of Office ...... 25 Article 10. Duties and Terms of Officers ...... 25 10.1 Chair of the Board ...... 25 10.2 Vice-Chair of the Board ...... 26 10.3 Chief Executive Officer ...... 26 10.4 Secretary ...... 26 10.5 Other Officers ...... 26 10.6 Standard of Care ...... 27
Page 10 of 156
Article 11. Organization and Financial ...... 27 11.1 Seal ...... 27 11.2 Execution of Documents ...... 27 11.3 Other Signing Officers ...... 27 11.4 Banking Arrangements ...... 27 11.5 Financial Year ...... 27 11.6 Appointment of Auditor ...... 28 11.7 Borrowing Power ...... 28 11.8 Investments ...... 28 Article 12. Books and Records...... 28 12.1 Books and Records ...... 28 12.2 Minutes of Meetings ...... 28 Article 13. Confidentiality ...... 29 13.1 Confidentiality ...... 29 13.2 Board Spokesperson ...... 29 Article 14. Rules and Procedures ...... 29 14.1 Rules of Order ...... 29 14.2 Rules ...... 29 Article 15. Notices...... 29 15.1 Notice ...... 29 15.2 Computation of Time ...... 30 15.3 Omissions and Errors ...... 30 15.4 Waiver of Notice ...... 31 Article 16. Amendment of By-laws ...... 31 16.1 Amendment ...... 31 16.2 Effect of Amendment ...... 31 16.3 Member Approval...... 32
Page 11 of 156
ONTARIO EDUCATION COLLABORATIVE MARKETPLACE
BY-LAW NUMBER 1
A By-law relating to the transaction of the business and affairs of Ontario Education Collaborative Marketplace (the “Corporation”).
Be it enacted as a By-law of the Corporation, which supersedes and replaces the existing By- law Number 1, as follows:
Objects of the Corporation and Interpretation
1.1 Objects of the Corporation
The objects of the Corporation as contained in the Letters Patent are to “to provide supply management, and other administrative, management or support services on a non-profit basis to educational institutions, including universities, colleges and school boards, and to any other organizations that may wish to benefit from the corporation’s services”.
1.2 Definitions
In this By-law and all other by-laws of the Corporation, unless the context otherwise requires:
(a) “Act” means the Corporations Act (Ontario) and where the context requires, includes the regulations made under it and any statute that may be substituted therefor, as from time to time amended; (b) “Board” means the board of directors of the Corporation; (c) “Chair” means the Chair of the Board; (d) “Chief Executive Officer” means the President and Chief Executive Officer of the Corporation; (e) “Director” means a member of the Board; (f) “ex-officio” means membership “by virtue of office” and includes all rights, responsibilities, and power to vote unless otherwise specified; (g) “Independent Director” means a Director who (i) has no direct or indirect material relationship with the Corporation; (ii) no pre-existing duty to any educational organization or organization that is a customer of the Corporation; (iii) is not employed by, or affiliated with, a customer of the Corporation; and (iv) does not otherwise have Sector Experience; (h) “Letters Patent” means the letters patent incorporating the Corporation dated August 8, 2006, and any supplementary letters patent of the Corporation; (i) “Members” means members of the Corporation as described in Article 2; (j) “Person” means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, government agency, board, commission or authority, or any other form of entity or organization;
Page 12 of 156
(k) “Rules” means a rule adopted by the Board in accordance with section 14.2; and (l) “Sector Experience” means experience (i) working in the public education sector, (ii) serving on the board of directors of an organization in the public education sector, or (iii) that would likely cause a Person to represent or be sympathetic to the interests of any organization that is within the public education sector; and (m) “Special Resolution” means a resolution passed by the Directors and confirmed with or without variation by at least two thirds (2/3) of the votes cast by those entitled to vote and voting at a general meeting or a special meeting of the Members of the Corporation duly called for the purpose, or at an annual meeting, or in lieu of such confirmation, by consent in writing of all Members entitled to vote at such meeting.
1.3 Interpretation
In this By-law and in all other by-laws of the Corporation, unless the context otherwise specifies or requires:
(a) words importing the singular number shall include the plural number and vice versa and references to persons shall include firms and corporations and words importing one gender shall include the opposite; (b) the headings used in this By-law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and (c) any reference in this By-law to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed to reference it as amended or re-enacted from time to time or to reference any successor to it.
Membership in the Corporation
2.1 Members
The Members of the Corporation shall consist of the Directors from time to time of the Corporation who shall be ex-officio Members for so long as they serve as Directors.
2.2 Fees
No fees shall be payable by the Members.
2.3 Voting
Each Member shall be entitled to one vote.
Page 13 of 156
Meetings of Members
3.1 Location
Meetings of the Members shall be held at the head office of the Corporation or at any place in Ontario as the Board may determine. Alternatively, a meeting of the Members may be held by telephonic or electronic means, and a Member who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of the Act to be present at the meeting.
3.2 Annual Meetings
An annual meeting of Members shall be held not more than fifteen (15) months after the holding of the last preceding annual meeting of the Members.
3.3 Calling Meetings
The Board or Chair shall have power to call, at any time, an annual or general meeting of the Members of the Corporation.
3.4 Quorum
A majority of the Members entitled to vote at a meeting will constitute a quorum at a meeting of Members.
3.5 Notice
(a) Notice of meetings of Members shall be given by sending it to each Member entitled to notice by one of the methods set out in section 15.1 addressed to the Members at their most recent addresses as shown on the Corporation’s records at least ten (10) days prior to the meeting. (b) The notice of an annual meeting shall provide notice of any special business (section 3.6(b)) that is in addition to the matters listed in paragraph 3.6(a). (c) The following persons shall be invited to the annual meeting of the Corporation: (i) Members; (ii) non-Director members of committees, as guests; (iii) the auditor; and (iv) such other persons as may be invited by the Chair as guests.
3.6 Annual Meeting – Business
(a) The general business transacted at the annual meeting of the Corporation shall include: (i) approval of the minutes of the previous annual meeting; (ii) reading and/or the circulation of: i. report of the unfinished business from any previous meeting of the Corporation;
Page 14 of 156
ii. reports of the Chair and Chief Executive Officer; and iii. report of the auditor, including presentation of audited financial statements; (iii) election of Directors; and (iv) appointment of the auditor, licensed under the Public Accountancy Act (Ontario), to hold office until the next annual meeting and authority of the Board to fix the remuneration of the auditor. (b) Special business transacted at an annual general meeting requires specific advance notice and may include: (i) Special Resolutions; or (ii) such other items of business as may be identified in the notice of the annual meeting.
3.7 Votes
(a) Each Member entitled to vote and in attendance at a meeting (in person, electronically or by proxy) shall have the right to exercise one vote. (b) Members may, by means of a proxy, appoint a Person, who need not be a Member, to attend and act at a meeting as the Member’s nominee, in the manner, and to the extent and with the power conferred by the proxy in accordance with the Act. (c) At all meetings of Members of the Corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by this By-law. (d) An abstention shall not be considered a vote cast. (e) Every question submitted to any meeting of Members shall be decided in the first instance by a show of hands and in the case of an equality of votes, whether on a show of hands or at a poll, the motion is lost. (f) At any meeting of Members, unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. (g) A poll may be demanded either before or after any vote by show of hands by any Member entitled to vote at the meeting. If a poll is demanded on the election of a chair or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of Directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chair of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
Page 15 of 156
3.8 Chair of the Meeting
The chair of a meeting of the Members of the Corporation shall be:
(a) the Chair of the Corporation; or (b) a Vice-Chair of the Corporation, if the Chair is absent or is unable to act; or (c) a chair elected by the Members present if the Chair and Vice-Chair(s) are absent or unable to act. The Secretary shall preside at the election of the chair of the meeting, but if the Secretary is not present, the Directors, from those present, shall choose a Director to preside at the election.
3.9 Adjourned Meetings of Members
If within one-half (½) hour after the time appointed for a meeting of the Members of the Corporation, a quorum is not present, the meeting shall stand adjourned until a day to be determined by the Board.
3.10 Notice of Adjourned Meetings
Not less than three (3) days’ notice of an adjourned meeting of Members shall be given in such manner as the Board may determine.
3.11 Written Resolution
A resolution in writing signed by all of the Members entitled to vote on that resolution at a meeting of Members is as valid as if it had been passed at a meeting of Members.
Directors
4.1 Composition of Board
(a) The Board shall fix the size of the Board from time to time by Special Resolution, provided that the number of Directors must be fixed at a number that is between nine (9) and twelve (12) inclusive. The initial Board shall be composed of twelve (12) Directors. (b) The Board shall consist of Directors who satisfy the criteria set out in section 4.4 and who are elected by the Members entitled to vote in accordance with section 4.8 or appointed in accordance with section 4.10.
Page 16 of 156
4.2 At all times a minimum of eight (8) but no more than nine (9) of the Directors must be Independent Directors. Each Director who is not an Independent Director must have Sector Experience.
4.3 Duties and Responsibilities (a) The Board shall govern and oversee the management of the affairs of the Corporation and may exercise all such other powers and do all such other acts and things as the Corporation is, by its Letters Patent or otherwise, authorized to exercise and d
(b) Every Director of the Corporation, in exercising his or her powers and discharging his or her duties, shall: a. act honestly and in good faith with a view to the best interests of the Corporation; and b. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
4.4 Qualifications of Directors
No person shall be qualified for election or appointment as a Director if he or she:
(a) is less than eighteen (18) years of age; or (b) has the status of an undischarged bankrupt.
4.5 Vacation of Office
The office of a Director shall be automatically vacated:
(a) if a Director shall resign such office by delivering a written resignation to the Secretary of the Corporation; (b) if the Director becomes bankrupt; (c) if the Director dies; or (d) if an order is made declaring the Director to be a mentally incompetent person or incapable of managing his or her own affairs. Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office.
4.6 Removal
(a) The office of a Director may be vacated by a simple majority resolution of the Board: (i) if a Director, without being granted a leave of absence by the Board, is absent for three (3) consecutive meetings of the Board, or if a Director is absent for one-quarter (¼) or more of the meetings of the Board in any twelve (12) month period; or
(ii) if a Director fails to comply with the Act, the Letters Patent, by-laws, Rules, policies and procedures adopted by the Board, including without limitation, confidentiality and conflict of interest requirements.
Page 17 of 156
(b) The office of a Director may be vacated if the Board, by a resolution passed by at least two-thirds (2/3) of the votes cast by the Board at a meeting of the Board, declares a Director’s seat vacant at any time before the expiration of that Director’s term of office.
4.7 Election and Term
The first elected Directors under this By-law will have varying terms of one (1), two (2) and three (3) years in order to establish a rotating Board. Every retiring Director shall then be replaced by a Director who shall hold a three (3) year term. Notwithstanding the foregoing, each Director shall hold office until the earlier of the date on which their office is vacated pursuant to sections 4.5 or 4.6 or until his or her successor is elected or appointed. At least three (3) Directors shall retire from office each year subject to re-election as permitted by section 4.9.
4.8 Nomination Procedure for Election of Directors
Nominations made for the election of Directors at a meeting of Members may be made only by the Board in accordance with the nominating and election procedure prescribed by the Board from time to time. For greater certainty, no nominations shall be accepted by the Members of the Corporation that are not submitted and approved by the Board in accordance with the Board-approved process. The decision of the Board as to whether or not a candidate is qualified to stand for election shall be final.
4.9 Maximum Terms
(a) Each Director shall be eligible for re-election provided that such Director shall not be elected or appointed for a term that will result in the Director serving more than nine (9) consecutive years. (b) Such Director may also be eligible for re-election for another term or terms (to a maximum of nine (9) consecutive years) if at least one (1) year has elapsed since the termination of his or her last term. In determining a Director’s length of service as a Director, service prior to the coming into force of this By-law shall be included. (c) Despite the foregoing a Director may, by resolution of the Board, have his or her maximum term as a Director extended for the sole purpose of that Director succeeding to the office of Chair or serving as Chair. (d) Where a Director was appointed to fill an unexpired term of a Director such partial term shall be excluded from the calculation of the maximum years of service.
Page 18 of 156
4.10 Filling Vacancies
(a) So long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled by a qualified person appointed until the next annual meeting of the Corporation by the Directors then in office. (b) In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members, the Board shall forthwith call a meeting of Members to fill the vacancy. A Director so appointed or elected shall hold office for the unexpired portion of the term vacated.
4.11 Directors Remuneration
(a) The Board may from time to time establish a compensation framework for remuneration of the Directors. (b) Unless the Board has established a framework for the compensation of Directors in accordance with Section 4.10(a), the Directors shall serve as such without remuneration provided that a Director may be reimbursed reasonable expenses incurred by the Director in the performance of his or her duties.
Meetings of Directors
5.1 Meetings of Directors
The Board shall meet at such times and in such places as may be determined by the Board, the Chair, the Vice-Chair or the Chief Executive Officer. Special meetings of the Board may be called by the Chair, the Vice-Chair, or the Secretary upon receipt of the written request of three (3) Directors.
5.2 Regular Meetings
The Board may appoint one (1) or more days for regular meetings of the Board at a place and time named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be given to each Director forthwith after being passed and no other notice shall be required for any such regular meeting.
5.3 Electronic Attendance at Meetings
If all the Directors present at or participating in the meeting consent, a meeting of Directors or a meeting of a committee of the Board may be held by such telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and the Director or committee member participating in the meeting by those means is deemed to be present at the meeting.
Page 19 of 156
5.4 Notices
Notice of meetings, other than regular meetings, shall be given to all Directors at least forty- eight (48) hours prior to the meeting. The Chair, the Vice-Chair or the Secretary may call a meeting on less notice, by such means as are deemed appropriate, provided that notice is given to all Directors and the majority of the Directors consent to the holding of such meeting. In calculating the said forty-eight (48) hour notice period, Saturdays, Sundays and statutory holidays shall be excluded. The notice of a meeting, other than a special meeting, shall state the purpose for which it is called.
5.5 Quorum
A majority of the Directors shall constitute a quorum.
5.6 Chair of Board Meetings
Board meetings shall be chaired by:
(a) the Chair;
(b) the Vice-Chair if the Chair is absent; or
(c) a Director elected by the Directors present if the Chair and Vice-Chair are both absent.
(d) In absence of the Board Chair and Vice-Chair, the following will act in their absence in the following order: i. Chair, Governance and HR ii. Chair, Audit and Finance iii. Chair, Customer Council Committee
5.7 First Meeting of New Board
Provided a quorum of Directors is present, each newly elected Board may, without notice, hold its first meeting immediately following the meeting of Members at which such Board is elected.
5.8 Persons Entitled to be Present
(a) Guests may attend meetings of the Board with the consent of the meeting on the invitation of: (i) the Chair; (ii) the Board as a whole; or (iii) the Chief Executive Officer in consultation with the Chair. (b) The Chief Executive Officer shall (i) always be invited to attend meetings of the Board as a guest; and (ii) recuse himself or herself from a meeting of the Board if requested by the Board. (c) The Board may adopt a policy from time to time with respect to the attendance of other guests at meetings of the Board.
Page 20 of 156
5.9 Voting
Except as otherwise specified in this By-law, each Director present at a meeting of the Board shall be entitled to one (1) vote on each matter. A Director shall not be entitled to vote by proxy. Any question arising at any meeting of the Board or any committee of the Board, shall be decided by a majority of votes, unless otherwise specifically provided by statute or by this By- law.
5.10 Casting Vote
The chair of a meeting of the Board shall not have a vote on any matter put before the Board at a meeting except in the case of an equality of votes on a matter. If there is an equality of votes on any matter, the chair of the meeting shall exercise one vote to decide the matter.
5.11 Decision-making
The vote on any matter put before the Board shall be taken by secret ballot if so demanded by any Director present and entitled to vote. Such ballots shall be counted by the chair of the meeting. Otherwise a vote shall be taken by a show of hands. A declaration by the chair of the meeting that a resolution has been carried by a particular majority or not carried shall be conclusive.
5.12 Adjournment of the Meeting
If within one-half (½) hour after the time appointed for a meeting of the Board a quorum is not present, the meeting shall stand adjourned until such time as is determined by the chair of the meeting, provided that the meeting shall not be adjourned for a period of more than four (4) weeks.
5.13 Notice of Adjourned Meeting
At least twenty-four (24) hours’ notice of the adjourned meeting by an appropriate means shall be given to each Director; provided that in calculating such twenty-four (24) hour notice period Saturday, Sundays and statutory holidays shall be excluded.
5.14 Written Resolution
A resolution in writing signed by all of the Directors entitled to vote on that resolution at a meeting of Directors is as valid as if it had been passed at a meeting of Directors.
Interest of Directors in Contracts
6.1 Declaration of Conflict
(a) Any Director who is in any way, directly or indirectly, interested in a contract or proposed contract with the Corporation shall disclose in writing or have entered in the minutes, the nature and extent of such Director’s interest in such contract or proposed contract with the Corporation. (b) The disclosure required by subsection 6.1(a), shall be made:
Page 21 of 156
(i) at the meeting at which a proposed contract is first considered if the Director is present, and otherwise, at the first meeting after the Director becomes aware of the contract or proposed contract; (ii) if the Director was not then interested in a proposed contract, at the first meeting after such Director becomes so interested; or (iii) if the Director becomes interested after a contract is made, at the first meeting held after the Director becomes so interested. (c) A Director referred to in subsection 6.1(a) is not liable to account for any profit made on the contract by the Director or by a corporate entity, business firm or organization in which the Director has a material interest, provided:
(i) the Director disclosed the Director’s interest in accordance with subsection 6.1(b) or (e); and (ii) the Director has not voted on the contract. (d) A Director referred to in subsection 6.1(a) shall not vote on any resolution to approve the contract and shall not take part in the discussion or consideration of, or in any way attempt to influence the voting on any question with respect thereto and shall exit the meeting when the applicable issue is under consideration. (e) For the purposes of this section 6.1, a general notice to the Directors by a Director declaring that the person is a director or officer of or has a material interest in a body corporate, business firm or organization and is to be regarded as interested in any contract made therewith, is a sufficient declaration of interest in relation to any contract so made. (f) The provisions of this Article are in addition to any conflict of interest policy adopted by the Board from time to time.
Protection of Officers and Directors
7.1 Directors’ Liability
Any Director or officer of the Corporation shall not be liable for any act, receipt, neglect or default of any other Director, officer or employee or for any loss, damage or expense happening to the Corporation through any deficiency of title to any property acquired by the Corporation or for any deficiency of any security upon which any moneys of the Corporation shall be invested or for any loss
or damage arising from bankruptcy, insolvency or tortious act of any person including any person with whom any moneys, securities or effects shall be deposited or for any loss, conversion, or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune which may happen in the execution of the duties of such Director’s or officer’s respective office unless such occurrence is as a result of such Director’s or officer’s own willful neglect or default.
Page 22 of 156
7.2 Indemnities to Directors and Others
Every Director or officer of the Corporation and his or her heirs, executors, administrators and estates and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against:
(a) all costs, charges and expenses whatsoever which such Director or officer sustains or incurs in or about any action, suit or proceedings which is brought, commenced or
(b) prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office; and (c) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default. The indemnity provided for in this section shall be applicable only if the Director or officer of the Corporation acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of criminal or administrative action or proceeding that is enforceable by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.
7.3 Insurance
The Board shall cause to be purchased such insurance as it considers advisable and necessary to ensure that the Directors, officers and Board committee members will be indemnified and saved harmless in accordance with this By-law. The premiums for such insurance coverage shall be paid from the funds of the Corporation.
Committees
8.1 Committees
The Board may establish committees from time to time. The Board shall determine the duties of such committees. The committees of the Board shall be:
(a) standing Committees, being those committees whose duties are normally continuous; and (b) special Committees, being those committees appointed for specific duties whose mandate shall expire with the completion of the tasks assigned.
Page 23 of 156
8.2 Functions, Duties, Responsibilities and Powers of Committees
The functions, duties, responsibilities and powers of committees shall be provided in the resolution of the Board by which such committee is established or in terms of reference adopted by the Board.
8.3 Committee Members, Chair
Unless otherwise provided by by-law or by Board resolution, the Board shall appoint the members of the committee, the chair of the committee, and, if desirable, the vice-chair thereof. The members of any committee need not be Directors of the Corporation. The members and the chair and vice-chair of a committee will hold their office at the will of the Board. Each chair of a Standing Committee shall be a member of the Board. Unless otherwise provided, the Chair and Chief Executive Officer shall be ex-officio members of all committees.
8.4 Non-Directors on Committees
(a) In this section, "non-Director" means a person who is not a Director of the Corporation, who has been appointed to a committee in accordance with this section, and who has the right to vote at committee and the same obligations to the committee (including but not limited to conflict of interest, confidentiality, and standard of care obligations) as the other members of the committee who are Directors. (b) Non-Directors may be appointed by the Board as members of any standing committee or special committee. (c) The number of Directors shall exceed the number of non-Directors on all committees, unless otherwise determined by the Board. (d) Any non-Director appointed under this section shall have full voting rights on said committees but is not eligible to serve as the chair of any such committee. (e) Non-Directors serving on committees shall have one (1) year renewable terms, which shall not preclude their future candidacy for nomination to the Board and which terms shall not be included in calculating a Director's term limit under section 4.9. (f) Participation by a non-Director is conditional on the non-Director signing an acknowledgement that he or she: (i) is a fiduciary of the Corporation and must place the best interests of the Corporation above his/her own best interests; (ii) has read and understood the conflict of interest and confidentiality requirements of this By-law or any Board policy or Rule, which apply to all non-Directors; and (iii) agrees to participate in the Board's orientation program if requested.
8.5 Procedures at Committee Meetings
(a) Unless otherwise established by the Board by resolution or by way of general committee regulations from time to time, a quorum for any meeting of a committee shall be a majority of the voting members of the committee. (b) Procedures at committee meetings shall be determined by the chair of each committee, unless established by the Board by resolution or by way of general committee regulations from time to time.
Page 24 of 156
Officers
9.1 Officers
The officers of the Corporation shall include the:
(a) Chair of the Board; (b) Vice-Chair of the Board; (c) Chief Executive Officer; and (d) Secretary, (e) Treasurer
and may include any such other officers as the Board may by resolution determine. The officers shall be elected or appointed by resolution of the Board at the first meeting of the Board following the annual meeting of Members at which the Directors are elected or at such other times when a vacancy shall occur. A person may hold more than one office.
9.2 Terms of Office
(a) Unless otherwise provided in this By-law and excluding the Chief Executive Officer, and the Treasurer, the officers of the Corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead and shall be eligible for reappointment. (b) Officers shall be subject to removal by resolution of the Board at any time. (c) Except as specifically permitted by section 10.1, no Director may serve as Chair or as a Vice-Chair for more than three (3) consecutive annual terms in one office; provided, however, that following a break in continuous service of at least one (1) annual term, the same person may be re-elected or re-appointed to the office.
Duties and Terms of Officers
10.1 Chair of the Board
The Chair shall be elected by the Board from among the Directors. The Chair shall, when present, preside at all meetings of the Members and the Board and shall represent the Corporation and the Board as may be required or appropriate and shall have such other powers and duties as the Board may specify. The Chair shall be an ex-officio member of all committees of the Board. The Chair shall be elected annually and shall be eligible for re-election provided that the Chair shall serve no longer than three (3) consecutive years. Notwithstanding the foregoing, where a Director has served three (3) consecutive years as Chair, the Board may, by resolution approved by two-thirds (2/3) resolution of the Board, provide that such Director is eligible for re-election as Chair provided, however, that in no event shall such Director serve longer than four (4) consecutive years.
Page 25 of 156
10.2 Vice-Chair of the Board
(a) A Vice-Chair of the Board shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as shall from time to time be assigned to the Vice-Chair by the Board. Where two (2) or more Vice-Chairs are elected they shall be designated First Vice-Chair, Second Vice- Chair and so on. (b) The Chair, or failing the Chair, the Board, shall designate which of the Vice-Chairs shall perform the duties of the Chair in the Chair’s absence.
10.3 Chief Executive Officer
The Chief Executive Officer shall be appointed by the Board in accordance with its approved selection process. The Chief Executive Officer shall act as Secretary of the Corporation. Subject to the authority of the Board, the Chief Executive Officer shall be responsible for the administration, organization and management of the affairs of the Corporation.
10.4 Secretary
The Secretary shall carry out the duties of the secretary of the Corporation generally and shall attend or cause a recording secretary to attend all meetings of the Members, Board, and other Board committees to act as a clerk thereof and to record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board and shall perform such other duties as may be prescribed by the by-laws or the Board.
10.5 Treasurer The Chief Financial Officer or the most senior executive responsible for the financial management of the Corporation shall act as the Treasurer of the Corporation. The Treasurer oversees the management and reporting of the Corporation’s financial results, thus, is influential in affecting customers’, stakeholders’ and the public’s perception, trust, and assurance in the Corporation’s management. The Treasurer maintains open and constant communication with the CEO, the Board Chair and the Chair, Audit and Finance Committee regarding sound financial policies/procedures and budget oversight.
10.6 Other Officers
The powers and duties of all other officers shall be such as the Board may from time to time determine. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such an assistant unless the Board otherwise directs.
Page 26 of 156
10.7 Standard of Care
Every officer of the Corporation, in exercising his or her powers and discharging his or her duties, shall:
(a) act honestly and in good faith with a view to the best interests of the Corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Organization and Financial
11.1 Seal
The corporate seal of the Corporation shall be such as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Corporation (or delegate) for safekeeping.
11.2 Execution of Documents
Subject to section 11.3, deeds, transfers, assignments, contracts, agreements, mortgages, conveyances, obligations, certificates or any other instruments or documents requiring the signature of the Corporation, shall be signed by any one of the Chair or a Vice-Chair together with any one of the Chief Executive Officer or a Director and all instruments or documents so signed shall be binding upon the Corporation without any further authorization or formality.
11.3 Other Signing Officers
In addition to the provisions of section 11.2, the Board may from time to time by resolution or policy direct the manner in which, and the person or persons by whom, any particular instrument or class of instruments or document may or shall be signed. Any signing officer may affix the seal of the Corporation to any instrument or document and may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy.
11.4 Banking Arrangements
The banking business of the Corporation or any part thereof shall be transacted with such banks, trust companies or other financial institutions as the Board may, by resolution, from time to time determine.
11.5 Financial Year
Unless otherwise determined by the Board, the fiscal year end of the Corporation shall be the last day of December in each year.
Page 27 of 156
11.6 Appointment of Auditor
The Members entitled to vote shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation and to report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board.
11.7 Borrowing Power
Without limiting the borrowing powers of the Corporation as set forth in the Act, the Board may from time to time, on behalf of the Corporation, without authorization of the Members:
(a) borrow money on the credit of the Corporation; (b) issue, sell or pledge securities (including bonds, debentures, notes or other similar obligations, secured or unsecured) of the Corporation; or (c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts and unpaid calls, rights and powers, franchises and (d) undertakings, to secure any securities or for any money borrowed, or other debt, or any other obligation or liability of the Corporation.
11.8 Investments
Subject to the Letters Patent, the Board is authorized to make or receive any investments that the Board in its discretion considers advisable. The Board may establish a policy for investing any investments or reserves of the Corporation.
Books and Records
12.1 Books and Records
The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
12.2 Minutes of Meetings
Minutes shall be kept for all meetings of the Corporation, the Board or any Board committee, and shall be approved at the next meeting of the Corporation, the Board or the Board committee, as the case may be.
Page 28 of 156
Confidentiality
13.1 Confidentiality
Every Director, officer, member of a committee of the Board, employee and agent of the Corporation shall respect the confidentiality of matters:
(a) brought before the Board; or (b) brought before any committee.
13.2 Board Spokesperson
The Board may give authority to one or more Directors, officers or employees of the Corporation to make statements to the news media or public about matters brought before the Board.
Rules and Procedures
14.1 Rules of Order
Any questions of procedure at or for any meetings of Members, the Board, or of any committee, which have not been provided for in this By-law or by the Act or regulations thereunder, or the Rules adopted from time to time by the Board shall be determined by the chair of such meeting in accordance with the rules of procedure adopted by resolution of the Board, or failing such resolution, adopted by the chair of the meeting.
14.2 Rules
The Board may, from time to time, make such Rules as it may deem necessary or desirable in connection with the management of the business and affairs of the Board and the conduct of the Directors and officers, provided however that any such Rule shall be consistent with the provision of this By-law.
Notices
15.1 Notice
(a) Whenever under the provisions of the by-laws of the Corporation notice is required to be given, unless otherwise provided such notice may be given in writing and delivered by hand, sent by prepaid mail, by facsimile transmission or by electronic mail addressed to the Director, officer, member of a committee, Member or auditor at the postal address, the facsimile number or electronic mail address, as the case may be, as the same appears on the books of the Corporation. (b) If any notice is delivered by hand, a notice shall be conclusively deemed to have been received at the time of delivery. If any notice is sent by prepaid mail, it shall, subject to the following paragraph, be conclusively deemed to have been received on the third
Page 29 of 156
(c) (3rd) business day following the mailing thereof. If sent by facsimile transmission or electronic mail, it shall be conclusively deemed to be received on the next business day after transmission. (d) Notwithstanding the foregoing provisions with respect to mailing, in the event that it may be reasonably anticipated that, due to any strike, lock out or similar event involving an interruption in postal service, any notice will not be received by the addressee by no later than the third (3rd) business day following the mailing thereof, then the mailing of any such notice as aforesaid shall not be an effective means of sending the same but rather any notice must then be sent by an alternative method which it may reasonably
(e) be anticipated will cause the notice to be received reasonably expeditiously by the addressee. (f) Any person entitled to receive any such notice may waive such notice either before or after the meeting to which such notice refers. (g) The declaration of the Secretary or the Chair that notice has been given pursuant to this By-law shall be prima facie evidence of the giving of such notice.
15.2 Computation of Time
In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
15.3 Omissions and Errors
The accidental omission to give any notice to any Director, officer, member of a committee or the auditor of the Corporation or the non-receipt of any notice by any Director, officer, member of a committee or the auditor of the Corporation or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. This provision does not apply to notices to Members.
Page 30 of 156
15.4 Waiver of Notice
Any Member, Director, officer, member of a committee or the auditor of the Corporation may waive any notice required to be given to him or her under any provision of the Act or the Letters Patent or the by-laws of the Corporation, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. Attendance and participation at a meeting constitutes waiver of notice, except where a Person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called
Amendment of By-laws
16.1 Amendment
Subject to applicable legislation, the provisions of the by-laws of the Corporation may be repealed or amended by by-law enacted by a majority resolution of the Directors at a meeting of
the Board and sanctioned by at least a majority of the Members entitled to vote and voting at a meeting duly called for the purpose of considering the said by-law.
16.2 Effect of Amendment
Subject to the Act and to section 16.3 below, a by-law or an amendment to a by-law passed by the Board has full force and effect:
(a) from the time the motion was passed, or (b) from such future time as may be specified in the motion.
Page 31 of 156
16.3 Member Approval
(a) A by-law or an amendment to a by-law passed by the Board shall be presented for confirmation at the next annual meeting or to a general meeting of the Members of the Corporation called for that purpose. The notice of such annual meeting or general meeting shall refer to the by-law or amendment to be presented. (b) The Members entitled to vote at the annual meeting or at a general meeting may confirm the by-law as presented or reject or amend it, and if rejected, it thereupon ceases to have effect and if amended, it takes effect as amended. (c) In any case of rejection, amendment, or refusal to approve the by-law or part of the by- law in force and effect in accordance with any part of this section, no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment or refusal to approve. APPROVED by the Board at a meeting held in Toronto, Ontario March 7th 2018, to take effect upon confirmation of the Members on May 30th 2018
Chair Secretary Confirmed by the Members at a meeting held in Toronto, Ontario on May 30th 2018
Chair Secretary
Page 32 of 156
Strategy and Planning
Page 33 of 156
Mission, Vision and Values Statement
Our Mission Generate savings to support excellence in education by unlocking the potential of collaborative strategic sourcing.
Our Vision Be the premier customer-driven supply management partner for Ontario’s education sector.
Our Values Collaboration: We are committed to working together to achieve common goals.
Responsiveness: We deliver on our promises in a timely way.
Integrity: We are open, honest, and accountable.
Innovation: We pursue creative solutions to foster an exceptional customer experience.
Respect: We listen to and value everyone’s ideas and opinions in a fair, open, and attentive way
Page 34 of 156
Strategic Planning Policy (Approved by the Board October 3rd 2018)
1. Policy Objective
Developing the Strategic Plan involves reviewing where the organization is now, where it would like to be in the future, how it intends to get there and the resources required. It is critical to the long-term success of the organization and helps to invigorate and renew the sense of purpose and commitment between the Board and Management.
The purpose of this policy is to set out the Board’s commitment to setting broad directions, what is to be accomplished and the required conditions, in order to guide operational decisions lead by the CEO in developing, implementing, and monitoring the Strategic Plan.
2. Policy Statement
The Board shall contribute to the fulfillment of its fiduciary duty by setting the organization’s future vision, desired outcomes and organizational purpose to address changing/emerging priorities, e.g., government legislative/regulatory/policy framework, needs and trends of customers and stakeholders, etc., to ensure long-term organizational viability and financial stability.
The Board will demonstrate its leading practice governance functions by ensuring that the organization continues to be well positioned to deliver relevant, customer-focused services by approving:
The Mission, Vision and Values Statements • A multi-year Strategic Plan that: o identifies concrete themes and directions to guide operational decisions led by the CEO o the parameters for assessing progress towards achieving Board-approved outcomes; • An annual Operational/Business Plan, that sets out how the Strategic Plan is to be executed through various programs, activities, and tactics.
The Board shall play a significant role in partnering with the CEO to: • Establish an effective and flexible strategic planning process, such as, reviewing alternatives looked at, probing decisions made, challenging the “measurability” of the Key Performance Indicators and assessing the risks envisioned. • Engage and consult with customers and stakeholders, where appropriate • Review, update and monitor the Strategic Plan.
3. Process
Board Leadership in Setting the Strategic Context The Board provides leadership at the broadest level by setting the strategic context for a multi- year time horizon. The Board reviews the forces that may impact the business going forward, the current position of the organization and recommendations from the CEO regarding the building of a Strategic Plan consistent with the Mission, the Vision, and Values. (See definitions in Section 5.)
Page 35 of 156
Develop the Multi-Year Strategic Plan Once the strategic context is set by the Board, the CEO in partnership with senior management creates the multi-year Strategic Plan which articulates the organization’s goals and strategic directions in line with the Board-approved Mission, Vision and Values.
Create the Operational/Business Plan Annually, the CEO establishes the Operational/Business Plan with the Senior Management Team. This plan sets out how the organization will achieve the goals of the Strategic Plan within the parameters set by the Board. The Operational/Business Plan also articulates specific objectives, tactics, activities and allocation of resources. Note: The annual Operational/Business Plan provides the foundation for the CEO’s annual performance plan.
Communicate the Strategic Plan The Strategic Plan is shared with management, staff and teams at all levels of the organization to inform them of the impact on their roles and their work, encourage engagement, and generate enthusiasm for and commitment to the goals and key concepts of the Strategic Plan. The Strategic Plan is also communicated to customers and key stakeholders through various channels in order to build community interest and support for how the organization’s programs and services intend to support their needs.
Monitor Achievement of the Strategic Plan Objectives The CEO tracks business results against the Key Performance Indicators and communicates progress to the Board, with recommendations, if any, on “course corrections” that might be necessary to both the multi-year Strategic Plan and the Operational/Business Plan, based on intervening events.
4. Roles and Responsibilities
Board of Directors • Sets the context for the Strategic Plan by defining the Mission, Vision, and Values (MVV) Statements and high level strategic directions. • Approves the Strategic Plan • Annually, reviews and approves the Operational/Business Plan goals and objectives prepared by the CEO to ensure alignment with the Strategic Plan. • Monitors performance consistent with the Board-approved Key Performance Indicators
Governance and Human Resources Committee
• Develops and recommends the process to enable the Board to review the Mission, Vision, Values, Strategic Plan and Annual Operational/Business Plan.
CEO • Develops the Strategic Plan consistent with Board-approved Mission, Vision and Values Statements • Executes the Strategic Plan by developing the annual Operational/Business Plan • Assesses the need to refine the Strategic Plan to address changing/emerging environment/business needs
Page 36 of 156
• Implements a strategic planning process consistent with this policy • Tracks results and provides progress reports to the Board. • Develops administrative procedures consistent with this policy
5. Definitions
Strategic Planning Strategic planning is a dynamic evolutionary process of proactively addressing where the organization is going and how it intends to get there, with the goal of increasing the likelihood that the organization will accomplish its purpose and make effective use of its resources. The process is typically sequential and starts with creating a vision of where the organization should be in the future, analyzing internal and external conditions, determining the current status of the organization, and then developing operational plans for closing the gap over time. The intended outcome is to make the vision a reality and the process of strategic planning forces the organization to realistically figure out how it can do so, understanding that intervening events may require ad hoc changes.
Strategic Plan A Strategic Plan is the “output” of the strategic planning process and includes the organization’s mission, vision and values statements along with key strategic directions of the organization.
Operational/Business Plan The Operational/Business Plan contributes to the achievement of the Strategic Plan goals by providing a clear picture of how the Strategic Plan is to be executed through various activities, programs and tactics.
Mission Statement Describes what the organization wants to do now, its purpose and reason for existence.
Vision Statement Describes what the organization wants to be or aspires to become in the future, how things will be different and who will be affected.
Values Statement Describes the guiding principles/a code of conduct that explains how the organization intends to operate.
6. Resources/References • Stakeholder Communications and Relations Policy • Board of Directors Roles and Responsibilities • Board of Directors Terms of Reference • Articles of Incorporation (Supplementary Letters Patent)
Page 37 of 156
Board & Committee Leadership
Page 38 of 156
Board of Directors’ Terms of Reference (Approved by the Board: March 7th 2018)
1. Purpose
The purpose of this Terms of Reference is to:
1. Define the board’s authority, responsibilities and accountabilities in order to clarify and differentiate the role of board from its committees, management and other stakeholders 2. Serve as the basis for the board’s work plan, which translates the board’s agreed-upon responsibilities into agenda tasks (as outlined in Appendix A of this Terms of Reference) to ensure that each responsibility is addressed appropriately. 3. Provide a foundation for the board’s evaluation of its effectiveness in carrying out its responsibilities
2. Roles of the Board
Policy Formulation: The board shall approve strategies and policies to provide guidance to the Chief Executive Officer in the operations of the Corporation.
Decision-Making: The board shall choose from alternatives that are consistent with board policies and that advance the goals of the Corporation.
Oversight: The board shall monitor and assess organizational processes and business outcomes.
3. Accountabilities
The board is accountable for: • The overall governance of the affairs of the Corporation and as such, Directors are 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. • Overseeing the management of the affairs of the Corporation and may exercise all such other powers and do all such other acts and things as the Corporation is, by its Letters Patent or otherwise, authorized to exercise and do. • Regularly reviewing the functioning of the Corporation in relation to the objects of the Corporation as stated in the Letters Patent and the By-law, and demonstrate accountability for its responsibilities to the annual general meeting of the Corporation. • Delegating responsibility and concomitant authority to the Chief Executive Officer, requiring accountability to the board. • Discharging its responsibilities through its committees who advise and formulate recommendations to the board, but except in limited and specifically identified circumstances, do not have the authority to approve matters on behalf of the board.
Page 39 of 156
4. Responsibilities
Mission, Vision, Values and Strategy The board optimizes strategic management by annually reviewing and approving the Corporation’s mission, vision, values and monitors progress against the strategic plan • Ensures a planning process is established to formulate the strategic goals and means to help the Corporation accomplish its mission and actualize the short and long-term vision in creating, delivering and capturing value for its stakeholders • Provides an independent “view” of strategic directions and assesses whether the goals are reasonable in relation to the risks involved, the resources required, the benefits to be achieved and value to be created for its stakeholders • Establishes a process to monitor and measure corporate performance of the implementation of strategic directions and initiatives against the strategic and operating plans, taking into account the opportunities and risks of the business, and implementing adjustments to plan and appropriate mitigation efforts to ensure the success of programs and services.
Risk Identification, Oversight and Monitoring The board oversees the establishment of a process for identifying, assessing and mitigating risks to the organization. • Identifies and prioritizes risks that might arise in the context of the organization’s strategy, business model and unique operating environment • Ensures that a risk analysis is performed as part of Corporation decision-making regarding potential impacts on the organization’s strategy, operations, compliance activities and the integrity of financial reporting. • Ensures that appropriate programs, plans and processes are in place to monitor and manage risks.
“Value Creating” Governance Framework The board anchors its Good Governance Framework to a “value creating process” by building and sustaining leading practices in governance principles, policies, and guidelines. • Provides for regularly reviewing the functioning of the Corporation in relation to the objects of the Corporation as stated in the Letters Patent and the By-law in order to demonstrate accountability for its responsibilities to the annual general meeting of the Corporation. • Addresses board governance structures, e.g., board composition and size, number of committees and their Terms of Reference • Establishes processes for monitoring good governance practices in order to evaluate board performance
Page 40 of 156
High Performing Strategy-Focused Board The board is responsible for building and sustaining a high performing strategic board. • Regularly reviewing and clarifying roles and responsibilities of board members and leaders • (Re)articulating the prerequisites and qualifications to become a board member and the exceptional strategic leadership competencies to ensure successful board performance • Developing an outreach process for continually engaging an creating a pool of qualified, interested board members and leaders • Encouraging the attraction (recruitment), retention (orientation, continuing education, engagement) and reward (remuneration framework) of high calibre directors who are skilled and experienced in transformation and adapting to changing business circumstances • Planning and investing in board members orientation and continuing education to help them build the credentials, confidence, interest, and knowledge they’ll need to perform effectively and lead strategically
Oversight of the CEO The board is responsible for providing leadership to and management of the CEO: • Delegates responsibility and associated authority to the CEO and requires accountability to the board; • Selects the CEO by undertaking a diligent search to find the most qualified individual; satisfies itself as to the integrity of the CEO and that the CEO creates a culture of “integrity” • Establishes policies and processes to ensure effective CEO leadership, e.g., specifies annual performance goals, measurable expectations, assesses and approves performance results and compensation; executive succession planning, etc. • Ensures that that the CEO establishes a succession plan for Senior Management of the Corporation, including the appointing, training and monitoring of Senior Management. • Provides oversight of CEO performance, financial conditions and stakeholder relations.
Stakeholder Accountabilities, Relationships and Communications The board is responsible for overseeing processes for sustaining strong stakeholder relationships for the Corporation. • Clarify and promote the Corporation’s accountability to and long-term interest in serving its stakeholders by articulating the organization's mission and strategic goals, • Advocate its competitive advantage and champion accomplishments and successes • Communicate relevant information and market opportunities in order to demonstrate how the organization creates, delivers and captures values for its stakeholders • Ensure the establishment of policies and processes to enable the Corporation to communicate effectively in order to measure, receive feedback and garner support from stakeholders
Page 41 of 156
Protect Assets and Provide Financial Oversight The board is responsible for overseeing the approval of financial objectives and the availability of financial resources to fulfill the Corporation’s goals and mission: • Contributes to the development of and approves financial objectives that support the Corporation's goals; • Ensures that the Corporation undertakes the necessary financial planning activities so that resources are allocated effectively. • Ensures the integrity of the corporation’s internal financial controls and management information systems • Approves the annual operating and capital budgets of the Corporation; monitors financial performance against budget, ensuring the accuracy of financial information; annual audited financial statements. • Approves financial policies and monitors compliance. • Establishes the process for monitoring the Corporation’s financial performance against budget. • Establishes the process for recommending the appointment of auditors by the members at the Annual General Meeting.
Legal and Ethical Compliance The board is responsible for creating a culture of strong ethical and behavioural attributes, such as open communication, commitment to the organization, accountability for actions and results, integrity and respect for individuals’ rights and privacy. • Ensure the Corporation complies with laws, regulations, audit and accounting principles, codes of conduct and confidentiality, statements of values and any other applicable legal requirements: • Ensure all board members adhere to the highest standards of professionalism and act in the best interests of the Corporation. • Entrust to officers the responsibility for safeguarding the integrity of the board’s processes and representing the board to the broader community. • Ensuring the accuracy of the Corporation’s financial information and approving annual audited financial statements
5. Membership Directors Members The number of directors must be fixed at a Directors become “members” for voting number that is between nine and twelve. At all purposes at the Annual General Meeting times, a minimum of eight and no more than regarding: electing directors, appointing nine of the directors must be independent auditors, approving changes to incorporation directors. Each director who is not an documents, By-Law #1, out-of-ordinary course independent director must have sector changes. The members also “receive” experience. financial statements at the AGM.
Directors are selected based on meeting “Mandatory Attributes” and “Collective Competencies”.
Page 42 of 156
6. Duration of Terms and Renewal
Directors Officers Directors are elected, generally, for 3-year The chair of the board and vice-chair of the terms. To establish a rotating board as part board are appointed for one-year terms and of start-up in 2016, Board members were may serve up to a maximum of 3 years elected for 1, 2, or 3 -year terms, as assigned subject to extension of the term for chair by by the Nominating Committee, moving to 3 the board of up to 4 years. year terms.
There is a 9-year maximum term limit for Directors (including previous prior years served), with possible extension by the board for serving as chair.
7. Quorum and Voting
A majority of the directors shall constitute a quorum, i.e., 7 directors. Each director shall be entitled to one vote on each matter. A director shall not be entitled to vote by proxy. Any vote arising shall be decided by a majority of votes by a “show of hands”, unless otherwise demanded.
8. Compensation
Board members are eligible for remuneration for attending board/committee/council meetings and reimbursement of out-of-pocket expenses and professional development based on the Board Remuneration Policy.
9. Board Performance
On an annual basis, the board shall review its: • Terms of Reference to ensure it reflects OECM’s business strategy and priorities, the needs of the board, OECM’s customer communities and current standards for effective controllership and good governance • Performance and its effectiveness based on surveys and other tools and provide a report to the board as a whole for discussion and develop an action plan for the following year.
10 Board Administration and Operations
• The board will regularly meet a minimum of four times a year and may choose to hold additional meetings if it considers them necessary to carry out its responsibilities effectively. • Agenda and Meeting Materials will be made available at least 5 business days in advance of each meeting. Ad hoc presentations may be initiated by board members • Minutes of each meeting will be circulated within 7 days of the board meeting
Page 43 of 156
• Secretariat Services will be provided by OECM management
Audit and Finance Committee Terms of Reference (Approved by the Board: March 8th 2017)
1.Structure
The Audit & Finance Committee consists of a 4 Directors appointed by the Board. Committee appointments are reviewed and determined annually. The Committee chair is appointed by the Board.
The Directors must all be independent of management, financially literate, with at least one member having accounting or related financial expertise
A majority of the appointed Board of Director committee members participating in the meeting (in-person or via teleconference) is required for quorum. The Chair of the Board or Vice-Chair of the Board serving as ex-officio can attend committee meetings however does not count for quorum
Voting at the Committee level is limited to Board appointed Committee members participating at the meeting plus participating ex-officio member of the Committee ( i.e. the Chair of the Board or designated Vice-Chair)
2. Responsibilities
The Audit & Finance Committee reports to the Board. Annually, the Audit & Finance Committee will develop a work plan for review by the Board.
The Audit & Finance Committee has responsibility for oversight of the reliability and integrity of the accounting principles and practices used by OECM as reflected in OECMs financial statements and financial reporting.
Financial Functions:
i. review and recommend to the Board for approval a detailed annual budget for capital and operating revenues and expenditures for the ensuing fiscal year; ii. review the quarterly financial statements on a timely basis and report back to the Board accordingly; iii. recommend to the Board an appropriate investment policy for the management of OECM’s funds and monitor and report quarterly on the control and management of these investments; iv. make recommendations to the Board about its budget and reporting against the budget; v. recommend to the Board the types and amounts of insurance to be carried and review these annually vi. monitor and recommend strategies to the Board with respect to maintaining the not-for- profit status of the corporation vii. approve non-audit services to be provided by the External Auditor viii. inform and advise the Board on any financial matters as requested.
Page 44 of 156
Audit Functions:
i. annually monitor and evaluate the performance of the external auditors and recommend to the Board the appointment of a firm of chartered accountants as the Corporation’s external auditors and any changes of external auditors; ii. review and approve the auditors audit plan, including scope, timetable and fees. iii. review and ensure external auditor independence from management. iv. require the auditor to disclose all work provided to OECM that has not been approved in advance by the Committee and assess whether the auditor’s independence is impaired; v. enquire into the major financial risks and/or other operational risks faced by OECM, and the appropriateness of related controls and strategies to minimize their potential impact; vi. review audited annual financial statements, in conjunction with the report of the external auditors, and obtain an explanation from management of all significant variances between comparative reporting periods and a response to any identified weaknesses; vii. recommend, where appropriate, approval of the financial statements to the Board; viii. meet privately with the external auditors (without the presence of management) and with senior management (without the external auditors) to obtain full and transparent disclosure about any concerns with the audit process; ix. oversee management’s establishment of an adequate system of internal controls and procedures and effective performance of those internal controls and procedures; x. make other recommendations with respect to matters delegated to it by the Board
3. Meetings
The Committee meets at least 4 times each year. The Committee may choose to hold additional meetings if it considers them necessary to carry out its responsibilities effectively.
4. Policy Oversight
On behalf of the Board the committee has oversight responsibilities for the following policies: . Travel and Expense . Investments . Financial Reserve . Whistleblowing . Financial Delegation of Authority meeting materials one week in advance of each meeting. Minutes of each meeting should be prepared and circulated to the Board within 7 days of the Committee’s meeting.
5. Committee Performance
Annually, the Audit & Finance Committee will review its performance as a committee and that of its individual members as part of the Board’s annual evaluation process.
Annually, the Board will review the terms of reference for the Audit and Finance Committee to ensure it continues to reflect OECM’s current context, the needs of the Board, OECM and its customers; and current standards for effective controllership and good governance.
Page 45 of 156
Customer Council Committee Terms of Reference (Approved by the Board: March 7th 2017)
1. Structure
Members The Customer Council Committee consists of up to 17 members: a) Up to three (3) Board Directors who are appointed as per OECM’s Board Nomination process as articulated under OECM By-Law #1. b) Up to fourteen (14) senior leaders from OECM’s four customer communities and/or executive level organizations within their community: • Up to four (4) from the University Sector • Up to four (4) from College Sector • Up to four (4) from the School Board Sector • Up to two (2) from other Broader Public Sector/Not for Profit Sectors
Committee Leadership a) The Chair is a director appointed by the Board as mandated by the Board Nominations Process. b) Should the Chair not be available for a meeting, the Chair will designate another appointed Board member as meeting Chair. c) The three Board members also assume responsibility for: • Leading the annual review of the Committee Terms of Reference • Membership on the Customer Council Committee “Selection Committee” which includes: approving the Selection Committee Terms of Reference; overseeing the process for attracting and selecting senior leaders from OECM’s customer communities to participate on the broader Customer Council Committee; and obtaining Board approval of members.
Terms a) Board Members are appointed as per OECM’s Board Nomination process as articulated under OECM By-Law #1. b) For each customer community: • 50% of members will be appointed for a maximum 2 year term with the possibility of one 2 year extension • 50% of members will be appointed for a maximum 3 year term with the possibility of one 2 year extension • The Chair, in consultation with the representatives for the specific community, will determine the process for filling vacancies.
Page 46 of 156
2. Responsibilities
The Committee reports directly to OECM’s Board of Directors through the Chair of the Committee.
The Committee is a conduit for “Service Governance” at the Board level and provides a forum for senior leaders from OECM’s customer communities to provide strategic input, make recommendations and receive approval from the Board regarding: a) Committee Terms of Reference b) OECM’s business priorities and plans and product and services directions, ensuring alignment with customers' business priorities and plans. c) OECM’s integrated Service Governance Framework: • OECM’s customer relationship and service delivery plans • The relevance and effectiveness of OECM’s products and services • New lines of business or services • OECM’s business performance scorecard for customers
In addition, the Committee will receive input and presentations as necessary from established working or advisory groups and sector or provincial committees or councils. (See Section 5 Process of this Terms of Reference for guidelines.)
3. Meetings a) The Committee meets at least four times each year and may choose to hold additional meetings as necessary to carry out its responsibilities b) The duration of meetings range between two (2) hours and up to one day c) The three Board Committee Members may meet more frequently in order to manage the Committee agendas, receive reports and determine the priorities to present to the Board of Directors d) Board appointed members, i.e., customer community representatives, are eligible for reimbursement of a per-diem and out-of-pocket expenses including travel and accommodation, as per the Director Remuneration Policy e) Quorum will be determined by a simple majority of committee members which must include: • 2 out of 3 Board members plus • 3 of 4 customer groups f) Decisions will be made via a simple majority of attendees.
Page 47 of 156
4. Committee Performance
On an annual basis, the Committee shall: a) Review its performance and effectiveness based on surveys and other tools. b) Provide a report to the Board of the Committee’s results and action plan for the following year. c) Review the Terms of Reference to ensure it continues to reflect OECM’s business strategy and priorities, the needs of the Board, OECM’s customer communities and current standards for effective controllership and good governance.
5. Process
a) Agenda • The Chair of the Committee, in consultation with the Board Committee members and OECM management, is responsible for finalizing the agenda. • Input into Agenda items may include items tabled by the Board, the Committee members and OECM management • The agenda and meeting materials should be made available at least 3 business days in advance of each meeting.
b) Minutes • Minutes of each meeting should be circulated to the Members within 7 days of the Committee’s meeting and included in the Committee’s Report to the Board
c) Ad Hoc Presentations • Ad hoc presentations may be initiated by customer representatives, established working or advisory groups, or sector/provincial committees or councils d) Secretariat Services OECM management will provide secretariat services
Page 48 of 156
Governance and HR Committee Terms of Reference (Approved by the Board March 7th 2018)
1. Authority and Accountability
The Governance and HR Committee is a standing committee of the board. The committee is an active advisor to the board and is accountable for proposing actions in the form of recommendations to the board for approval regarding: • Sustaining a high performing strategy-focused board • Corporate governance • Board and committee composition • Board and committee effectiveness • Senior executive leadership
2. Structure Committee Chair • Appointed by the board usually at the first board meeting immediately following the AGM
Membership • Four board members plus the Board Chair as ex-officio appointed usually at the first board meeting immediately following the AGM • Board Chair can designate Vice-Chair to serve in ex-officio capacity
Duration of Term • Reviewed annually, usually at the first board meeting immediately following the AGM
3. Responsibilities
High Performing Strategy-Focused Board • Ensures processes are established for the regular review and approval of OECM’s mission, vision and values • Promotes leading practices to encourage the attraction, retention (orientation, continuing education, engagement) and reward (remuneration framework) of high calibre directors who are skilled and experienced in transformation and adapting to changing business circumstances • Develops an effective orientation and professional development program to help board members build the knowledge and skills they need to perform effectively and lead strategically
Page 49 of 156
Corporate Governance Framework • Reviews and stays abreast of leading practices in corporate governance • Establishes a process for regularly reviewing governance components, e.g., Letters Patent, By-law, board/committee structure and composition, governance policies and processes, etc.; • Develops and recommends amendments/revisions as may be necessary or advisable. • Evaluates board and committee effectiveness to improve performance
Board and Committee Composition • Recommends timely changes in the role, size, composition and structure of the board and committees. • Acts as the Nominating Committee and provides oversight for identifying and recommending candidates to be nominated and elected as directors and appointed as officers, committee chairs and members • Articulates the qualifications and the exceptional strategic leadership competencies to ensure the attraction and appointment of high calibre directors to ensure successful board performance • Annually recommends to the Members the nomination and election of directors • Annually recommends the appointment of officers (Board Chair/Vice-Chair), Committee Chairs and members of each Committee
Board and Committee Effectiveness • Supports the board and committees in successfully accomplishing their respective objectives by reviewing and recommending Terms of Reference that help to clarify and differentiate roles and responsibilities and annual Work Plans that help to monitor the accomplishment of deliverables. • Oversees the implementation of the process for assessing the effectiveness of the Board as a whole, committees and performance of individual directors • Assesses the needs of the board in terms of the frequency and location of board and committee meetings, meeting agendas, reports, information and discussion papers and the conduct of meetings.
CEO Oversight Establishes policies and processes to ensure effective oversight of the CEO on an annual basis: • Reviews the setting of goals, objectives and measurable expectations • Reviews the components of the CEO’s Total Rewards Program to ensure the “package” is both fair and competitive • Facilitates an all board independent, unbiased and fair assessment of performance results as input to recommending the overall performance rating and reward • Reviews the succession plan for the CEO and senior management including the appointing, training and performance monitoring of Senior Management • Acts as the Selection Committee, when required, by undertaking a diligent search to find the most qualified CEO
Page 50 of 156
Quorum Three of the four board members appointed to the committee participating in the meeting (in- person or via teleconference) is required for quorum. The Chair of the Board as ex-officio can attend and participate at committee meetings, however the Chair does not count for quorum.
Voting • Board appointed Committee members participating at the meeting PLUS • Participating ex-officio member of the Committee, i.e., the Chair of the Board or designated Vice-Chair
4. Meetings
The Committee meets at least four times each year and may choose to hold additional meetings if it considers them necessary for it to carry out its responsibilities effectively. The Chair as ex- officio (or Vice-Chair as ex-officio designate) may attend any meeting of the Committee.
Committee Performance
On an annual basis, the committee shall review its: • Terms of Reference and Work Plan to ensure it reflects OECM’s business strategy and priorities, the needs of the board, standards for effective controllership and good governance • Performance and effectiveness and provide a report to the board as a whole for discussion and develop an action plan.
Administration
• The committee meets a minimum of four times a year and may choose to hold additional meetings if it considers them necessary to carry out its responsibilities effectively. • Agenda and meeting materials will be made available at least 5 business days in advance of each meeting. Ad hoc presentations may be initiated by committee members. • Minutes of each meeting will be circulated within 7 days of the meeting • The Committee will receive the necessary “secretariat resources” from management to fulfill its mandate.
Page 51 of 156
Policy Review Committee (PRC) Terms of Reference (Approved by the Board December 6th 2017)
1. Introduction and Strategic Context
OECM’s previous Board approved the following components of OECM’s Governance Framework on an “interim” basis at the AGM on November 29, 2016: The Supplementary Letters Patent By-Law #1 Board Guiding Principles OECM Mission, Vision, Values, Mandate (output from the 2016 Deloitte Report) Policies, processes and practices governing effective Board administration and operations
The new Board intends to showcase its intent and commitment to OECM’s Vision 2020 area of focus: “Following Leading Governance and Reporting Practices” by developing and sustaining a Good Governance Framework that embeds leading governance practices and the highest professional/ethical standards to ensure the “Framework” remains relevant, accessible and up-to-date.
2. Purpose
The purpose of the Policy Review Committee is to strengthen OECM’s Good Governance Framework by reviewing, developing, revising and amending the ”Framework” components to ensure: • Compliance with Ontario’s legal framework governing Not-for-Profit Corporations; • A culture of integrity and openness is embedded in the Board’s business/decision- making cycle • The best interests of the Board and Management are considered in Board planning, administration and operations; • The risks associated with managing OECM’s business strategy and its people and financial assets are protected through the policies and guidelines required to manage these risks; • Accountability and transparency are demonstrated in Board communications
3. Accountabilities
The Policy Review Committee (PRC) is an ad-hoc committee of the Board and reports to the Governance and HR Committee (GHRC). The PRC recommends gaps and identifies matters requiring clarification to ensure that OECM’s “Good Governance Framework” delivers a comprehensive and clear set of criteria and guidelines to assist the Board and its Committees in governing their meetings and decisions in accordance with the principles of transparency and accountability, while meeting the requirements of Ontario’s legal framework for Not-for-Profit Corporations.
GHRC plays the lead role in sustaining OECM’s Good Governance Framework by receiving recommendations from PRC regarding:
Page 52 of 156
• Priorities of components that need to be reviewed • The annual plan aligning updates with key Board and business strategy decisions • ALL policy recommendations to ensure integrity and integration between/among the components and alignment with leading governance practices … and obtaining Board approval for all recommendations. The Board of Directors oversees the policy review plans of all Committees and approves all recommendations for governance framework components.
See Appendix 1 to the PRC Terms of Reference: Summary of Board and Committee Accountabilities.
4. Responsibilities
The PRC shall assist the Governance and HR Committee in: • Carrying out the due diligence, discussion and review of all the components of the Good Governance Framework to identify new policies/guidelines/structures and proposed revisions and/or amendments required to address emerging needs or existing gaps in strengthening Board decision-making. Note: Individual Board Members or Board Committees are encouraged to identify considerations for new policies and revisions/amendments to existing policies and the timing to the PRC. • Making recommendations regarding the priorities of the governance components that need to be reviewed and revised/amended to manage the risks of the Board • Drafting the initial proposed revisions/amendments for review by GHRC (and other committees if appropriate) and re-drafting (if required) to adhere to leading governance practices, ensuring Board and Management accountabilities, authorities and responsibilities are clearly articulated; • Developing and monitoring the Good Governance Review Plan (schedule) for reviewing governance components as input into the overall Board and Committee Work Plans. Note: GHRC would typically present an annual Good Governance Review Plan at the first meeting of the Board each fiscal year, however, in view of the Board’s focus on the “start-up and launch” of building and implementing the components of OECM’s Good Governance Framework, the PRC will present the plan until governance “maturity” is reached. • Providing advice to Committees re leading governance practices when required
Chair
The Chair will be appointed on an annual basis at the meeting following the AGM. The Chair of the Committee is responsible for the effective conduct of the meetings, oversight of actions items and providing a report of Committee progress at each meeting of the GHRC. The Chair will delegate to the Committee Secretary the due diligence to be carried out, the drafting required for the proposed amendments/revisions, and other work tasks as determined by the Chair.
Page 53 of 156
Members
There will be four appointed Board members plus Chair of the Board as ex-officio. The Chair can designate the Board Vice-Chair to serve in ex-officio capacity. Members will be appointed annually at the post-AGM meeting.
It is suggested that the PRC includes at least one member from both the GHRC and Audit and Finance Committees. Non-board members who are members of Board Committees, e.g., the Customer Council Committee, may also participate on the Committee.
Duration of the Committee
The Policy Review Committee is an “ad-hoc” committee of the Board and will carry out its responsibilities until the Board deems that governance “maturity” is reached and the PRC is no longer required. The Board may decide to dissolve the PRC at any time, at which time the GHRC would assume its role in demonstrating Board commitment to following leading governance practices as part of its Committee’s terms of reference to plan, monitor and update OECM’s Good Governance Framework (includes By-law, governance structure, policies and processes). The Board can decide to reconvene a Policy Review Committee at any time.
A Committee member may resign at any time upon giving notice to the Chair, PRC. If a Board member’s term is not renewed and they are no longer a member of the Board, they will not be allowed to participate on the PRC. Another Board member will be appointed to replace them.
Quorum
The Chair of the Board as ex-officio can attend and participate at committee meetings; however the Chair does not count for quorum.
A majority, i.e., three, of the appointed Board of Director committee members participating in the meeting (in-person or via teleconference) is required for quorum. Each Director shall be entitled to one vote on each matter. A Director shall not be entitled to vote by proxy. Any vote arising shall be decided by a majority of votes by a “show of hands”, unless otherwise demanded.
Voting
Voting at the committee level includes: • Board appointed Committee members participating at the meeting PLUS • Participating ex-officio member of the Committee ( i.e. the Chair of the Board or designated Vice-Chair) •
Page 54 of 156
Compensation
Board members are eligible for remuneration and out-of-pocket expenses based on OECM’s Director Remuneration Policy.
Process
• The Committee will meet as necessary to carry out its responsibilities effectively. • Meetings will generally be two hours and may be extended as and when required. • The agenda and meeting materials will be made available at least 3 business days in advance of each meeting. • Minutes of each meeting will be circulated to the Members within 7 days of the meeting • Ad hoc presentations may be initiated by members • OECM management will provide secretariat services
Page 55 of 156
Nominations Committee Terms of Reference (Approved by the Board: November 29th 2016) 1. Purpose
To attract high calibre individuals to the Board of directors using a fair, open and transparent process To make recommendations and seek approval of: The slate of directors to be elected by the members at the annual general meeting (AGM) Board members to be elected to officer positions Board Members to be appointed as committee chairs and committee members
2. Accountabilities
The Nominations Committee reports to the Board through the GHRC. The Nominations Committee is convened on an annual basis prior to the annual general meeting.
Chair The Chair of the Governance and HR Committee (GHRC) shall serve as the Chair of the Nominations Committee unless otherwise determined by the Board.
3. Responsibilities
The committee oversees and undertakes an annual Board-approved process to find, attract, nominate and elect Board members and appoint officers, committee chairs and members to ensure a high performing Board which may include: Confirming the number of vacancies for Independent directors and directors with sector experience and interest in Board leadership positions
Refreshing Roles and Responsibilities – Officers and Committee Chairs Policies Confirming competencies for directors and Board leadership positions Seeking out talent/high calibre individuals to fill vacancies based on the Board-approved selection and nomination process Recommending the slate of directors to be elected by the Members at the AGM Presenting nominations for appointing officers, committee chairs and committee members
Membership The Committee includes a minimum of three (3) members of the Board, usually members of the Governance and HR Committee. Non-Board members may also participate on the Committee.
Page 56 of 156
Meetings The Nominations Committee is convened on an annual basis several months prior to the annual general meeting; however, the Committee can be convened at anytime if a vacancy occurs (except through an increase in the number of Directors) if the Board wishes to fill the vacancy for the remainder of the term from among the nominees recommended by the Nominations Committee. The Committee may choose to hold additional meetings if it considers them necessary for it to carry out its responsibilities effectively.
Committee Performance Annually, the Board will review the Committee Terms of Reference, its performance and effectiveness based on the following: Quality of the slate of the recommended candidates presented to the Board. Members must declare a conflict of interest if their objectivity cannot withstand scrutiny and the Chair will determine whether such conflict/disclosure warrants stepping down from membership on the Committee. All information about any individual being considered for these roles is completely confidential. All members of the committee must agree to refrain from discussing information about candidates outside of the committee process. Maintain an open, fair and transparent recruitment, selection, nomination and election process approved by the Board. Committee members openly and candidly contribute thoughts and perspectives regarding the assessments of the candidates.
Process OECM management provides secretariat services to the committee. Committee members should receive meeting materials at least one week in advance of each meeting. Minutes must be prepared and circulated to the committee within 7 days of the Committee’s meeting.
Page 57 of 156
Roles and Responsibilities – Board of Directors (Approved by the Board: December 6tth 2017)
1. Purpose of this policy
The purpose of this policy is to ensure that the board of directors has a shared understanding of its governance role.
2. Policy statement
The board shall govern and oversee the management of the affairs of the Corporation and may exercise all such other powers and do all such other acts and things as the Corporation is, by its Letters Patent or otherwise, authorized to exercise and do
The board shall have three broad roles:
1. Policy Formulation: The Board shall approve strategies and policies to provide guidance to the Chief Executive Officer in the operations of the Corporation. 2. Decision-Making: The Board shall choose from alternatives that are consistent with Board policies and that advance the goals of the Corporation. 3. Oversight: The Board shall monitor and assess organizational processes and outcomes.
The board shall discharge its responsibilities through its committees who advise and formulate recommendations to the board, but except in limited and specifically identified circumstances, do not have the authority to approve matters on behalf of the board.
3. Responsibilities of the Board of Directors
Formulate the Corporation’s mission and purpose.
The board is responsible for: • Formulating and adopting the Corporation’s mission, vision, values, goals, means, and primary constituents • Regularly reviewing the functioning of the Corporation in relation to the objects of the Corporation as stated in the Letters Patent and the By-law • Demonstrating accountability for its responsibilities to the annual general meeting of the Corporation.
Page 58 of 156
Contribute to the development of and approve the strategic plan of the Corporation.
The board is responsible for: • Formulating the key strategic goals that help the Corporation accomplish its mission and actualize its vision • Taking into account the opportunities and risks of the business and implementing appropriate mitigation efforts. • Regularly monitoring and measuring corporate performance against the strategic and operating plans through briefings/progress reports on implementation of strategic directions and initiatives and making adjustments to plan to ensure success • Overseeing the Corporation’s operations for consistency with the strategic plan and strategic directions to monitor and strengthen programs and services
Provide oversight of the CEO
The board is responsible for providing leadership, management and supervision of the CEO and delegates responsibility and concomitant authority to the CEO and requires accountability to the board by: o Developing and approving the CEO job description and related policies to ensure effective executive leadership o Selecting the CEO by undertaking a diligent search to find the most qualified individual and satisfying itself as to the integrity of the CEO; o Evaluating the CEO by: o reviewing and approving measurable annual performance goals in cooperation with the CEO; o appraising/assessing performance o determining compensation in accordance with the Board policy
Succession Planning The board is responsible for: • Executive Succession: The Board ensures that it has a CEO succession plan and that the CEO establishes a succession plan for Senior Management of the Corporation, including the appointing, training and monitoring of Senior Management. • Building a competent board: articulating prerequisites and competencies for candidates; recruiting skilled, experienced and qualified Board members; orienting new members, and periodically and comprehensively evaluating their own performance.
Protect Assets and Provide Financial Oversight
The board is responsible for stewardship of financial resources including ensuring availability of, and overseeing allocation of, financial resources to fulfill its mission by: Contributing to the development of and approving key financial objectives that support the Corporation's goals and mission (including capital allocations).
Page 59 of 156
Ensuring that the Corporation undertakes the necessary financial planning activities so that resources are allocated effectively. o Approving the annual operating and capital budgets of the Corporation. o Approving investment policies and monitoring compliance. o Monitoring the Corporation’s financial performance against budget.
Ensuring that management has policies in place that outline procedures for competitive tendering and other corporate contracting.
Stakeholder Communications and Accountability The board is responsible for enhancing the organization's standing with its key stakeholders by clearly articulating the organization's mission, accomplishments, and goals to its stakeholders and garnering support from the customer, supplier and broader stakeholder community by: o Identifying Corporation stakeholders and understanding stakeholder accountability. o Ensuring the Corporation has a policy to enable the Corporation to communicate effectively with its, customers, suppliers and other stakeholders. o Contributing to establishing and maintaining strong stakeholder relationships. o Advocating, where appropriate, on behalf of the Corporation with stakeholders where required in support of the strategic direction, values and long-term interest of the Corporation.
Risk Identification, Monitoring and Oversight The board is responsible to be knowledgeable about risks inherent in the Corporation’s operations and for ensuring that appropriate risk analysis is performed as part of Corporation decision-making by: • Understanding and/or identifying unusual risks to the Corporation. • Ensuring that appropriate programs, plans and processes are in place to monitor and manage such risks.
Governance The board is responsible for monitoring and measuring the quality, effectiveness and efficiency of its corporate governance by developing a set of corporate governance principles and policies and documenting leading corporate governance practices including: • Fulfilling strategic directions in a manner consistent with the OECM’s values and long-term interest. • Board governance structures, e.g., Board composition and size, number of committees and their Terms of Reference,. • Providing oversight of CEO performance, financial conditions, and stakeholder relations. • Monitoring and evaluating the effectiveness of individual directors and officers. • Processes such as: electing officers; appointing committee chairs; director recruitment, ongoing board training and education; continuous improvement.
Page 60 of 156
Legal and Ethical Compliance The board is responsible for ensuring that: • All officers and committee chairs adhere to the highest standards of professionalism and act in the best interests of the Corporation. • Processes are established to ensure the Corporation’s compliance with laws and regulations, audit and accounting principles and any other applicable legal requirements. • The accuracy of the Corporation’s financial information and approving annual audited financial statements. • Auditors are appointed by the Members at the annual general meeting • The officers are entrusted with the responsibility for safeguarding the integrity of the board’s processes and representing the board to the broader community.
Page 61 of 156
Roles and Responsibilities– Individual Directors (Approved by the Board: December 6tth 2017)
1. Purpose of this policy
The purpose of this policy is to outline the general expectations for, and duties of, individual directors of the Corporation.
2. Policy Statement
Board members shall adhere to the highest standards of professionalism and act in the best interests of the board and the Corporation when undertaking their responsibilities as a board member.
3. Roles and Responsibilities
Fiduciary Duty and Duty of Care (Accountability) As a “fiduciary” of the Corporation, a director must: Comply with all applicable legislation, the By-law, and the Corporations and board's policies and procedures At all times, act ethically, honestly and in good faith in making decisions that are in the best long- term interests of the Corporation, having regard to all relevant considerations including, but not confined to considering the impact of the Board’s decisions on affected stakeholders. Not promote the specific interests of any constituency or group at the expense of the board as a whole.
Exercise of Authority A Director shall: Carry out the duties of the office only when acting as a voting member of the board during a duly constituted meeting of the board or one of its appointed committees. Respect the responsibilities delegated by the board to the CEO, avoiding interference with the CEO’s duties.
Conflict of Interest A Director shall: • Comply with the Corporation’s Conflict of Interest policy as prescribed in the Corporation’s Good Governance Framework.
Page 62 of 156
Confidentiality A Director shall: • Respect the confidentiality of matters brought before the board and all committees, keeping in mind that unauthorized statements could adversely affect the interests of the Corporation.
Policy Solidarity A Director shall: • Refer requests for statements on behalf of the board to the board chair or CEO who are the official spokespersons for the board. • Support the decisions and policies of the board in discussions with outsiders, even if the Director holds another view or voiced another view during a board discussion or was absent from the board meeting • Be deemed to have supported the decisions and policies of the board, whether they are present at or absent from a board meeting, unless he/she formally records a dissenting view with the Secretary. While an absent director may formally record a dissenting view prior to the approval of the minutes at the next meeting, this does not change the decision reached by the board.
Community Representation and Public Support A Director shall: • Support the decisions and policies of the board in discussions with outsiders, even if the director voiced or holds other views or voted otherwise at the board.
Teamwork A Director shall: • Work positively, cooperatively and respectfully with other directors, the officers, the Chief Executive Officer of the Corporation and the management team in the performance of his/her duties.
Contribution to Governance A director shall make a contribution to the governance role of the board by: o Being prepared for meetings including reviewing board and committee materials in advance; o Contributing constructive comments to board and committee discussions; o Contributing his/her special expertise; o Articulating conflicting opinions during meetings but respecting the decision of the majority, even when the director does not agree with it; o Respecting the role of the board chair and the opinions of other members of the board; and o Participating in board evaluations and annual performance reviews.
Page 63 of 156
Competencies A director shall: •Actively contribute specific expertise, skills, experience and other attributes within some limitations that are needed on the Board and apply that skill and knowledge to help inform board discussion and decisions.
Professional Development / Education A Director shall: •Take advantage of opportunities to be educated and informed about the board and the Corporation's marketplace and industry through participation in board/committee orientation sessions, board plenary and education sessions. •Attend additional appropriate external educational conferences in accordance with board approved policies. •Commit to be responsible for continuous self-improvement
Evaluation A director shall: •Participate in the evaluation of the performance of the board as a whole, other board members and of their individual performance as a director. •Receive and act upon the results of board evaluations in a positive and constructive manner
Participation A director shall: • Come prepared to make a positive contribution to discussions at all meetings and events by asking informed questions and treating others with respect.
Attendance A director shall make every effort to •Participate in all board, assigned standing or adhoc committee meetings and board plenary sessions, e.g., retreats, orientation sessions, professional development sessions. •Serve on at least one committee and represent the board when requested.
Stakeholder Communications and Accountability The board is responsible for enhancing the organization's standing with its key stakeholders by clearly articulating the organization's mission, accomplishments, and goals to its stakeholders and garnering support from the customer, supplier and broader stakeholder community by: Identifying Corporation stakeholders and understanding stakeholder accountability.
Ensuring the Corporation has a policy to enable the Corporation to communicate effectively with its, customers, suppliers and other stakeholders. Contributing to establishing and maintaining strong stakeholder relationships. Advocating, where appropriate, on behalf of the Corporation with stakeholders where required in support of the strategic direction, values and long-term interest of the Corporation.
Page 64 of 156
Risk Identification, Monitoring and Oversight The board is responsible to be knowledgeable about risks inherent in the Corporation’s operations and for ensuring that appropriate risk analysis is performed as part of Corporation decision-making by: Understanding and/or identifying unusual risks to the Corporation. Ensuring that appropriate programs, plans and processes are in place to monitor and manage such risks.
Governance The board is responsible for monitoring and measuring the quality, effectiveness and efficiency of its corporate governance by developing a set of corporate governance principles and policies and documenting leading corporate governance practices including: Fulfilling strategic directions in a manner consistent with the OECM’s values and long-term interest. Board governance structures, e.g., Board composition and size, number of committees and their
Terms of Reference,. Providing oversight of CEO performance, financial conditions, and stakeholder relations. Monitoring and evaluating the effectiveness of individual directors and officers. Processes such as: electing officers; appointing committee chairs; director recruitment, ongoing board training and education; continuous improvement.
Legal and Ethical Compliance The board is responsible for ensuring that: All officers and committee chairs adhere to the highest standards of professionalism and act in the best interests of the Corporation. Processes are established to ensure the Corporation’s compliance with laws and regulations, audit and accounting principles and any other applicable legal requirements. The accuracy of the Corporation’s financial information and approving annual audited financial statements. Auditors are appointed by the Members at the annual general meeting The officers are entrusted with the responsibility for safeguarding the integrity of the board’s processes and representing the board to the broader community.
Page 65 of 156
Roles and Responsibilities – Officers (Approved by the Board March 7th 2018)
1. Policy Objective
The Board’s overarching duty is to supervise the management of the Corporation’s business and affairs. The purpose of this policy is to confirm the roles and responsibilities of the officers.
2. Policy Statement
This policy applies to officers as articulated in By-Law #1, Article 9.1, the officers of the Corporation: Chair of the Board Vice-Chair of the Board Chief Executive Officer Secretary Treasurer (pending Board approval on March 7, 2018) And may include any such other officers as the Board may by resolution determine.
Officers are elected and appointed as per By-Law #1 Article 9. The Board shall: Entrust to officers the responsibility for safeguarding the integrity of the Board’s processes and representing the Board to the broader community. Ensure that all officers adhere to the highest standards of professionalism and act in the best interests of the Corporation. Consider reviewing this policy on an annual basis prior to electing and appointing officers to ensure that the duties and responsibilities are accurate and that they reflect leading governance practices.
Officers will demonstrate proven leadership qualities, skills and experience. The Board will approve a Leadership Competency Profile as the foundation for assessing those who have declared an interest in being elected and appointed as an officer.
3. Roles and Responsibilities
Chair of the Board Profile The Chair of the Board is the leader of the Board, the official spokesperson for the Board and is responsible for: Ensuring the integrity and effectiveness of the Board’s governance role and processes through leadership, modeling of good governance and inviting full Board participation Facilitating meetings of the Board and members Representing the Board within the organization and the Corporation to its stakeholders;
Maintaining effective relationships with Board members, management and stakeholders.
Page 66 of 156
The Board Chair is also accountable for: Communicating the Board’s “vision” to management and the Corporation’s stakeholders. Holding management accountable for its actions Managing and controlling the Board’s agenda and its meetings.
4. Accountabilities
Board Governance The Chair oversees the quality of the Board’s governance processes to ensure the Board meets its obligations.
Board Leadership The Chair is the presiding officer at all Board and members’ meetings, acts as chair of such meetings and rules on procedural matters during meetings: Sets agendas in consultation with the CEO/Board Secretary, ensuring matters dealt with reflect the Board’s goals and annual work plan Ensures appropriate notice of Board meetings and information/supporting materials are made available in a timely manner Conducts meetings according to applicable legislation, By-law and the Board’s governance policies; Encourages input, ensuring that the directors hear all sides of a debate or discussion in striving to reach consensus; intervenes when necessary in instances involving conflict of interest, confidentiality and contravention of Board policies; provides coaching to directors re: Boardroom performance; Maintains ongoing communications with the CEO and directors Attends committee meetings as an ex-officio member where possible
Board Representation The Chair represents the Board in dealings with key stakeholders: Represents the Corporation at public or official functions; Represents the Board within the organization, attending and participating in events as required; Serves as an ex officio member of all committees of the bard; Sets a high standard for Board conduct by modeling, articulating and upholding rules of conduct set out in by-laws and policies; Stays up-to-date about the Corporation and determines when an issue needs to be brought to the attention of the Board or a committee; Reports to the annual general meeting of the Corporation, and at all other times as may be advisable or necessary concerning the management and operations of the Corporation;
Page 67 of 156
Facilitates Relationships The chair serves as the Board's central point of official communication and facilitates relationships and communications among Board members and with the Chief Executive Officer: Maintains a positive, collaborative and constructive relationship with the CEO: acts as a sounding Board on emerging issues and courses of action and provides advice and counsel as required; ensures the CEO understands Board expectations of CEO performance and evaluation. Establishes relationships with individual directors, meeting with each director at least once a year to ensure that each director contributes his/her special skills and expertise effectively. Provides assistance and advice to Committee Chairs to ensure they understand Board expectations and have the resources that are required for performance of their terms of reference.
Other Duties The chair performs such other duties as the Board determines from time to time.
Vice-Chair of the Board Profile The Vice-Chair performs the duties of and other such duties as assigned by the Board of the chair and exercises the powers of the Board Chair in the absence or disability of the chair.
Accountabilities The Vice-Chair takes on specific roles when authorized to do so by the Board chair. Examples could include: Working with the Board Chair and CEO on developing the agenda for Board meetings. Communicating new policies to the Board Performing fact-finding of problems and reporting back to the Board Chair Leading special projects of the Board
Chief Executive Officer Profile The Chief Executive Officer (CEO) is responsible to the Board for the management of all affairs of the Corporation as directed by the Board.
In the case of absence or inability of the CEO to act, or for any other reason that the Board may deem sufficient, the Board shall delegate all or any of the powers of the CEO to one or more senior managers of the Corporation as defined by the approved CEO and Executive Succession Planning Policy.
Accountabilities
Page 68 of 156
The CEO is accountable to the Board by exercising the authority delegated by the Board for accomplishing applicable Board policies and processes related to the organization and operation of the Corporation: Sustains a meaningful partnership with the chairs of the Board, committees and directors through open communication and engagement in co-developing the long-term strategy, structure, and direction of the organization. Reports regularly to the Board on the operations of the Corporation, including without limitation:
The implementation and status of the annually approved business priorities; The accuracy of the Corporation's financial statements and the effectiveness of the Corporation's financial controls and procedures; The operations of the Corporation in relation to the approved budget.
Serves as Secretary of the Corporation and, in such capacity, has overall accountability for ensuring the Board has all the necessary information to properly exercise its policy, fiduciary and decision-making responsibilities to achieve its objectives.
Secretary Profile The Secretary plays a critical role in supporting the Board chair by fostering communication and diligence through proper management and utilization of Board records such as meeting minutes and the Corporation’s Bylaw to ensure the smooth functioning of the Board.
The Secretary is knowledgeable of the organization’s records and related materials and provides advice and resources to the Board that will assist the Board in fulfilling their fiduciary duties. In addition, the Secretary is an active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes.
As the custodian of the organization’s records, the Secretary is responsible for maintaining accurate documentation and meeting any legal requirements such as annual filing deadlines. The Secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible.
Accountabilities The Secretary performs wide-ranging responsibilities, requiring much more than simply being present at Board and committee meetings. They include:
Meetings
Page 69 of 156
Canvasses for agenda items from Board and committee chairs and gives, or causes to be given, notice of all meetings of the Corporation, the Board and its committees Ensures the accurate recording and maintenance of minutes and records of all meetings of the Corporation, the Board and committees appointed or authorized by the Board; circulates approved minutes Chairs the first meeting of the directors of the Corporation following the annual general meeting until such time as the chair of the Board is elected by the directors.
• Maintains Contact Details for Board Members • Keeps up-to-date contact details for the Board and other members of the organization.
Records and Administration Prepares/oversees all documentation for the Board including; monthly/quarterly management reports, policy recommendations for consideration, key business performance indicators, agendas and any other relevant information or directional options Reports all relevant information regarding the Corporation’s operations on a timely basis; develops and presents alternatives and recommended courses of action; Presents operating and capital expenditure budgets for approval
Legal requirements Keeps copies of all testamentary documents and trust instruments by which benefits are given to the use of the Corporation; Ensures the development of, and adherence to legislation, by-law, policies, systems and practices that meet appropriate government and internal operating and reporting standards to enable business strategy and manage business risks Supports the Board in the recruitment, development and orientation of new Board members Ensures there is a clear performance management system for reviewing the CEO performance Prepares all reports required under any applicable law or regulation. Maintains custody of the seal of the Corporation, all minute books, documents and registers of the Corporation; ensures same are maintained as required by applicable legislation;
Communications and Correspondence Responds to, attends to and files all correspondence of the Board; Causes the organization to keep an archive of all the organization's communications Keeps directors, customers, stakeholders, the public and the press (where appropriate) informed of the activities and future programs of the organization
Other Performs such other duties as may be required of the Secretary by the Board.
Page 70 of 156
Treasurer - New Profile The Treasurer also serves as the Chief Financial the Officer of the organization and oversees the management and reporting of the Corporation’s financial results, thus, is influential in affecting customers’, stakeholders’ and the public’s perception, trust, and assurance in the Corporation’s management. The Treasurer maintains open and constant communication with the CEO, the Board Chair and the Chair, Audit and Finance Committee about sound financial policies/procedures and budget oversight.
The Treasurer will, subject to the powers and duties of the Board: Financial Statements: Preparation and fair presentation of financial statements in accordance with Canadian accounting standards for not-for-profit organizations; Reporting and Internal Controls: Implementation and maintenance of internal controls necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; Budgets, Forecasts and Estimates: Preparation of short and long term budgets, forecasts and estimates that enable effective decision making by management and the Board; External Audits: Plan and facilitate external audits and the timely reporting of audit results to the Board;
• Risk Assessment: Conduct regular corporate risk assessments and the timely reporting of results to the Board; • Compliance Certificates: Submit quarterly certificates to the Board with respect to payment of wages to employees and the remittance of statutory amounts to provincial and federal agencies. • Other Duties: Perform such other duties as may from time to time be established by the Board.
5. Accountabilities Financial Policies • Recommend, implement and manage financial policies approved by the Board
Budgets, Forecasts and Estimates • Develop budgets, forecasts and estimates necessary for the Board to effectively manage the corporation’s financial position.
Page 71 of 156
Roles and Responsibilities – Committee Chairs (Approved by the Board December 6th 2017)
1. Policy Objective
The purpose of this policy is to confirm the roles and responsibilities of the Chairs of Committees.
2. Policy Statement
The Board discharges its responsibilities through its committees to advise and formulate recommendations to the Board, but except in limited and specifically identified circumstances, do not have the authority to approve matters on behalf of the Board. The Board shall ensure that all committee chairs adhere to the highest standards of professionalism and leadership and act in the best interests of the Corporation. The Board shall consider reviewing this policy on an annual basis prior to nominating and appointing Committee Chairs to ensure that the duties and responsibilities are accurate and that they reflect best practices in leadership.
Guiding Principles Leadership Competencies A Leadership Competency Profile shall be used as the foundation and “criteria” for nominating and appointing committee chairs. It is expected that all directors in leadership positions will demonstrate proven leadership qualities, skills and experience.
Appointment of Committee Chairs Committee Chairs are nominated and appointed annually by the Board at the first meeting after the annual general meeting (AGM). Through committee leadership and their Terms of Reference, the Corporation commits to establishing and maintaining a well-developed governance process which sets out the scope of committee operations, key roles and responsibilities.
3. Roles and Responsibilities Profile Committee Chair provides leadership to a committee to ensure the committee performs the duties assigned to it by the Board.
The Committee Chair presides at committee meetings and is kept informed of the major affairs and operations of the Corporation and the economic and political environment in which it operates, with a particular emphasis on those elements that fall within the mandate of his/her specific committee leadership. In return, the Committee Chair supports and influences strategies and plans of the Corporation within the mandate of the committee and also serves as an advisor to the Board chair,
chairs of other committees, the CEO and the Secretary concerning matters within the committee mandate. Page 72 of 156
The Committee Chair is familiar with the Board and committee Terms of Reference, committee guidelines and committee mandate. The Committee Chair maintains regular contact with the Board chair, committee members, chairs of other committees, the CEO and the Secretary.
4. Accountabilities Committee Operations Oversees the management of administrative activities that support the committee’s work, with the assistance of the Secretary, to expedite timely decision-making: sets the committee agenda based on the committee’s work plan to ensure the mandate and duties of the committee are executed Reviews draft minutes before finalization and distribution to Committee members. Ensures the timely distribution of committee-specific materials Reports to the full Board on the affairs of the committee, ensuring those matters requiring Board approval are brought forward in a timely fashion.
Committee Effectiveness Ensures the committee’s mandate is understood by: arranging for the orientation and education of new committee members, through a written Terms of Reference and the development of a work Plan which are reviewed on a regular basis Liaises with chairs of other committees to ensure clarity on the committee’s authorities and the resources allocated to the committee Ensures that processes to govern the committee’s work are effective to enable the committee to exercise oversight and due diligence in the fulfillment of its mandate • Conducts an annual evaluation of committee performance and shares results; evaluates committee members, providing feedback to individual directors on their performance • Provides input to the Board regarding the skills required to support committee leadership and effectiveness
Meeting Leadership Chairs meetings including “in camera” sessions without Management present as and when required; Ensures meetings are conducted in a timely and orderly fashion; and, Encourages participation, the free flow of discussions, promotes a spirit of collegiality where difficult questioning and discussion is encouraged.
Reporting and Internal Controls Continuously compares actual results to budgets, forecasts and estimates and reports results to the Board;
Oversees management of the Corporation’s finances and ensures appropriate reporting mechanisms and internal control systems as established by the Board are in place; monitor such mechanisms and systems for compliance; Page 73 of 156
External Audits • Annual External Audit: • Plan and facilitate sufficient support and disclosure to the external auditors to enable timely reporting of results to the Board; • Ensure external auditors are reviewed and recommended for appointment by the members at the annual general meeting and Audit and Finance Committee; • Other External Audits: Plan and facilitate sufficient support and disclosure for other external audits.
Risk Assessment • Conduct regular corporate risk assessments in combination with the CEO and other members of the Corporation’s leadership team and ensure the timely reporting of results to the Board; • The scope of the Risk Assessment shall include internal and external financial and operational risks that may affect the Corporation.
Compliance Certificates • Submit quarterly certificates to the Board assuring that all wages owing to employees and source deductions that the Corporation is required to deduct and remit to the proper authorities (including the Income Tax Act, Canada Pension Plan, the Employment Insurance Act and the Employer Health Tax Act) have been made and remitted to the proper authorities, and that all taxes collected pursuant to the Excise Tax Act (GST) and the Retail Sales Tax Act (Ontario) have been collected and remitted to the appropriate authorities;
Audit and Finance Committee • Provides secretariat services to the Chair, Audit and Finance Committee Other Duties • Where there is concern with respect to any of the above, review the matter with the CEO and report to the Board the results of those deliberations; • Perform such other duties as may from time to time be assigned by the Board.
5. References
By-Law #1, Article 9.1, Officers Elect Officers and Appoint Committee Chairs Policies
Page 74 of 156
Board Orientation and Professional Development Policy (Approved by the Board March 7th 2018)
1. Policy Objective
The purpose of this policy is to encourage and support all new and re-elected board members to actively pursue orientation and professional development activities as an integral element of their tenure with OECM’s board to enable them to quickly become engaged in the work of the board and serve as committed ambassadors and advocates of OECM’s mission and vision.
2. Policy Statement
The board recognizes that orientation for the board, new directors, officers and committee chairs and the continuing education of all directors is linked to the achievement of the organization’s strategic goals and performance objectives and: • ensures directors are continually informed of the background and context of the business issues they are called upon to address; • enhances competencies aligned with the Board Competency Profile of requisite knowledge and skills • deepens understanding of the governance structure, policies and practices to enable them to contribute effectively to the performance of the board and its decisions regarding the Corporation’s mission and strategic goals. • broadens their exposure to all facets of the Corporation’s operations and services, those it serves, and the environment in which it operates • The Board develops and delivers a comprehensive orientation program for new directors and officers that enables them to quickly become engaged in board activities as soon as possible.
The Board provides support for ongoing professional development to improve their skills and effectiveness, and to learn about the Corporation, its operational environment and its governance practices.
All new board members are expected to participate in orientation and thereafter annually in educational and professional development activities. All directors shall receive an annual maximum allocation as part of the board’s compensation framework.
The Board develops an annual Orientation and Professional Development Plan which includes: • proposed orientation and professional development activities for the board as a whole, board committees and individual directors relevant to new/returning board members and their roles and responsibilities • a timetable and estimated costs • the mandatory participation of all directors • a report-back of program activities and results
Page 75 of 156
3. Guiding Principles
New Director Orientation
The purpose of orientation is to support new directors and officers in assuming their responsibilities quickly, maximizing their potential contribution and the capacity of the Board as a whole. It is recommended that orientation be mandatory and provided as soon as possible after new director election. The Board Chair may assign new directors to a mentor from among fellow directors who will be invited to attend the orientation session. Governance and HR Committee oversees the process. New directors will be surveyed to obtain feedback on possible improvements/revisions to the orientation session and results of the survey will be provided to, and reviewed by, the Committee.
The goals of the director orientation program are to: • ensure new directors fully understand the formal governance structure, the role of the Board, its • committees and the individual performance expectations set out in the Board Terms of Reference and Roles and Responsibilities – Board and individual Director’s policies • help new directors understand the Corporation, its operations and working environment including: • build links to the individuals who comprise the board, CEO and senior executives of management
• The content of the Board Orientation Program will be informed by core topic “pillars” such as: • Legislative, regulatory and policy requirements impacting the Corporation: how the rules and legislation are created, and enforced in terms of outlining responsibility and/or limiting duties; how the corporation operates within that landscape • The Corporation: strategic relationships; mandate, strategic plan; business strategy/priorities, the competitive landscape, business model, Customers’ and stakeholders’ business needs • The Governance Framework: By-law requirements; governance policies, governance structure, roles and responsibilities, terms of reference, board priorities and performance objectives; competencies; board administration • Operations: the nature and scope of operations, organization structure, senior executives, products & services that are developed for and delivered to its customers • Business Risk (how actions or activities could lead to a loss or an undesirable business outcome)
Program content will be delivered through a variety of mechanisms such as: e-learning, self-study, information/education presentations/webinars, conferences, annual board retreat, etc.
Page 76 of 156
Continuing Education and Professional Development
Once director orientation requirements have been met, the board encourages directors to continue to develop their skills, professional qualifications and experience annually by developing individual development plans and attending formal and informal education opportunities provided by external service providers or the Corporation. These sessions are generally aimed at enhancing the board’s core competencies.
Directors may attend relevant educational programs with the prior written approval of the Chair, or in the case of absence of the Chair, the Vice Chair. Reasonable expenses for attending and/or participating in such approved programs will be reimbursed according to the Board’s Compensation Policy. The Board Chair will receive approval from the Board as a whole.
4. Roles and Responsibilities
Individual Directors • Assess their own professional development needs that fall within their role and responsibility on the Board or related to the Corporation’s business • Develop an Individual Professional Development Plan as input into the board’s annual Orientation and Professional Development Plan • Seek the Chair’s approval of their Individual Professional Development Plan • Assess the effectiveness of the professional development activities that they, as an individual, or the Board have undertaken • Complete the activities as identified in their Individual Professional Development Plan
Governance and HR Committee • Receives input from board members regarding specific board and individual PD needs, results of previous orientation and professional development activities • Prepares the annual Board Orientation and Professional Development Plan including proposed activities, timetable and estimated costs • Obtains approval from the board of the plan and annual budget • Engages the Chief Executive Officer in implementing program activities • Monitors implementation of proposed activities and costs along with status of individual development plans • Engages the Chair of the Board to help deliver orientation program activities (if required)
The Board • Reviews a summary of the previous year’s Board Professional Development activities and results of individual Director professional development plans • Identifies professional development needs of the Board as a whole for upcoming year and proposed costs • Approves the annual Board Orientation and Professional Development Plan • Approves the Chair’s Individual Professional Development Plan
Page 77 of 156
Board Chair • Plays a central role in delivering the Board Orientation Program • Monitors the completion of the annual Board Orientation and Professional Development Program • Approves Individual Professional Development Plans and associated costs. • Obtains approval from the Board as a whole for own individual development plan • Ensures the annual budget allocation for directors’ professional education is spent in accordance with requirements as set out in the Directors Compensation Policy.
CEO/Board Secretary • Identifies the annual budget for orientation and professional development of the board • Plans and implements proposed board activities based on board approval • Administers expense claims related to individual director’s professional development
5. References Board Compensation Policy / Evaluating Board Effectiveness Policy Roles and Responsibilities – Board of Directors; Individual Directors; Officers; Committee Chai
Page 78 of 156
Board Evaluation Policy (Approved by the Board March 7th 2018)
1. Policy Objective
The purpose of evaluating Board effectiveness through the regular examination of how the Board and its committees are operating and achieving results and undertaking plans for continuous improvement, is to encourage the re-affirmation of the Board’s and individual directors’ commitment to and accountability for ensuring governance excellence.
Undertaking comprehensive and robust evaluation on a regular basis: • Ensures an opportunity to provide feedback on effectiveness of Board, committees and individual directors • Promotes continuous improvement • Provides input into succession planning for the Board, officers and re-election of directors • Helps identify directors' professional development needs
2. Policy Statement
The Board annually examines and monitors its collective and individual Board member performance. The Board aligns its cycle of evaluation activities with the overall governance cycle of the Board which is informed by the planning and performance management cycle of the organization. What is evaluated, the evaluation methodology (qualitative and quantitative) and the associated processes utilized will be tailored to the corporate structure and Board’s lifecycle and culture.
The scope of Board evaluation is multi-faceted and may include the following dimensions: • Board and Committee Structure: Board and Committee terms of reference; Board composition and that of its Committees; roles and responsibilities; competencies of the members;; efficacy of committee structure; effectiveness of orientation and skill development. • Dynamics and Functioning of the Board and Committees: clarity and effectiveness of annual Board and Committee work plans; interactions and communication with CEO and senior executives; quality of participation in Board meetings; Board Chair’s leadership; meeting management; frequency of meetings; effectiveness of information presented to Board; effectiveness of time used by Board. • Board’s Role in Governance Direction: Business strategy governance; monitoring of policies, systems and strategy implementation; supporting and advisory role; customer and stakeholder expectations • Financial Reporting Process, Internal Controls and Risk Management: Integrity and robustness of financial and other controls; Risk management.
Page 79 of 156
All directors will participate in all aspects of the evaluation process, including self-evaluation and evaluation of other individual directors on a confidential/need to know basis. The CEO and senior management may also be invited to participate. The outcomes of the Board evaluation process must result in an actionable plan that includes performance improvement objectives and practical steps that can be taken to enhance the continuous performance of the Board. The process may be disclosed publicly to customers and stakeholders but, not the results.
3. Guiding Principles
Sustaining Board Effectiveness and Ensuring Continuous Improvement is a Board Value Comprehensive and robust evaluation provides an opportunity for the Board to: • Reflect on individual and corporate responsibilities. • Uncover perceptions and opinions among Board members re overall Board, committee and individual Board member performance • Increase Board teamwork and engagement • Clarify Board and management expectations. • Point to Board governance questions/issues that need attention, e.g., how well the Board discharges its functions of governance: setting direction, monitoring results, creating an effective Board/Chief Executive Officer relationship • Provide credibility with stakeholders and other external audiences. • Use the results as a springBoard for developing an action plan for Board improvement.
Evaluating Effectiveness On All Dimensions is A Multi-year Process Consideration may be given to assessing Board effectiveness in a phased way in order to garner Board member trust, confidence and interest in the process and results: • Informal, verbal dialogue at Board and Committee meetings re dynamics and operations as a whole • Formal survey of Board/Committee effectiveness in carrying out its roles and responsibilities • Formal written anonymous feedback of Board/Committee Chairs as “Board Leaders” • Formal written anonymous feedback of director self-assessment • Formal written peer evaluation of Board member/colleague quality • Formal written evaluation of governance structure, practices, composition
Anonymity, Objectivity and Transparency are Fundamental The Board may wish to conduct an annual self-evaluation on specific dimensions with a more extensive and rigorous performance evaluation by an external resource every two to three years to ensure an effective process. Engaging an external independent expert or consultant or advisor to facilitate the Board evaluation process may encourage a more independent and transparent process plus bring fresh perspectives and approaches.
Page 80 of 156
Utilize Various Evaluation Methods A wide range of evaluation methods should be considered: • comments/feedback on specific topics through ad-hoc open discussions at Board and Committee meetings • formal surveys/questionnaires focused on specific topics • formal confidential interviews conducted by an external independent expert or consultant • focus groups • Engaging an external independent expert or consultant or advisor to design the process
4. Roles and Responsibilities
Individual Directors • Participate pro-actively in the Board evaluation process and provide honest, candid feedback
Board of Directors • Participates in goal-setting for performance improvement based on the results of the assessment • Approves the recommended evaluation plan, resulting action plan and monitors results
Governance and HR Committee • Establishes the annual Board Evaluation Plan which includes the priorities for evaluation and presents to the Board for approval • Provides a summary report of results and makes recommendations to the Board; includes key issues to be addressed and recommendations to ensure continuous improvement of the Board, as a whole. • Unless otherwise directed by the Board, implements recommendations arising out of the discussions on the Board, Chair and Committee performance evaluations. Board Chair • Uses assessment results to communicate to, educate and coach individual directors, Board Vice-Chair and Committee Chairs regarding performance (including performance gaps); promote the reelection of strong performers • Provides input into the next year’s planning process, objectives, priorities, resource allocation to ensure accomplishment of what has not yet been successfully achieved • Institutes appropriate changes if Board and directors are not fulfilling their legal and governance responsibilities • Provides feedback to individual directors on their performance.
Page 81 of 156
Board Vice-Chair • Presents the outcome of evaluation results for the Chair’s performance evaluation for discussion by the Board.
Committee Chairs • Present the outcomes of their respective Committees’ performance evaluation for discussion by their committee and the Board
Board Secretary (CEO) • Provides research support in the gathering of sample tools and best practices to support the process. • Administers surveys and other tools; compiles results for Committee review; acquires external resources when required
5. References
Board Orientation and Professional Development Policy Roles and Responsibilities – Board, Individual Directors, Officers, Committee Chairs Board Terms of Reference
Page 82 of 156
Nominate and Elect Board Members Policy (Approved by the Board March 7th 2018)
1. Policy Objective
The purpose of this policy is to set out the process to recruit, select, nominate and elect high calibre board members possessing the competencies (knowledge, skills, attributes) and experience, who, together with other board members, are focused on effective board governance and overseeing the Corporation’s strategy and its implementation in order to create and deliver value for its customers and stakeholders.
2. Policy Statement
A Board Competency Profile and required experience approved by the board shall be used to recruit, select, nominate and elect high calibre board members.
Renewal of existing directors will not be automatic. Directors will declare their intent annually to stand for re-election. Directors are elected by the Members each year at the annual general meeting (AGM).
The board shall consider a reasonable balance of diversity, “fresh” perspectives, and independent and sector experience requirements, board performance, and any other unique or special requirements of the Corporation when selecting board members.
Members of the Corporation approve the recommended nominees. Only nominees approved through the nomination process as set out in this policy shall be eligible for election.
Where vacancies occur, other than at the expiration of elected terms, appointments shall be made from a “list” of recommended individuals on an “interim basis” until the next AGM. The Board shall endeavour to ensure vacancies are filled within six months of the vacancy occurring.
Unless otherwise determined by the board, the Governance and Human Resources Committee will serve as the Nominations Committee of the Board.
Guiding Principles
The Nominations Committee oversees the process and timetable for recruiting, selecting, and nominating the recommended slate of board members for election by the Members at the AGM. The Chair, size and composition of the Nominations Committee (may include non-board members) shall be approved by the board. See Schedule 1 to this policy for the Nominations Committee Terms of Reference. The Committee is to be convened annually, well in advance of the AGM; however, the Committee can be convened at any time if a vacancy
Page 83 of 156
occurs (except through an increase in the number of Directors) and if the Board wishes to fill the vacancy for the remainder of the term until the next AGM from among the nominees recommended by the Nominations Committee.
The “Roles and responsibilities - Board members” Policy is reviewed periodically (preferably annually) to ensure it accurately represents required Board member accountabilities and responsibilities.
The Board Competency Profile is reviewed annually, competency gaps identified and used as the criteria for selecting board members with the right competencies to fill the competency gaps.
Board members are elected each year at the annual general meeting (AGM). The Members of the Corporation approve the recommendation of the Chair, Nominations Committee; however, only nominees approved by the Board through the nomination process set out in this policy shall be eligible for election.
Where the voting membership of the corporation consists only of the directors, the election of directors at the annual meeting will be by resolution on a show of hands for the recommended candidates who have been identified through the board’s nomination processes. . In the event that the number of candidates equals the number of vacancies the slate shall be declared elected by acclamation. The rules of order should be consulted
4. Roles and Responsibilities
Board • Appoints the Nominations Committee, its Chair and approves their Terms of Reference (see Schedule 1 to this policy), process and timetable for overseeing the process. • Approves the Board Competency Profile and “Roles and Responsibilities – Directors Policy”
Nominations Committee (GHRC) • Undertakes a board-approved process to fill vacancies to ensure a high performing board which may include: • Confirming roles and responsibilities of directors and essential board competencies • Identifying competency gaps as basis for selection • Overseeing candidate selection, confirming and short-listing qualified candidates • Preparing a recommended slate of candidates and communicates to the Members at least ten (10) days prior to the AGM in preparation for Member voting at the AGM. (See Schedule 1 to this policy for Terms of Reference for the Nominations Committee)
Current Board Members • Declare their intent annually to stand for re-election by responding to an “Expression of Interest” call from the Chair, Nominations Committee • Explore their networks to seek out potential candidates as Board members
Directors as “Members” at the AGM • Approve the recommended slate of directors, ensuring directors are selected based on the Board approved competencies profile
Page 84 of 156
References By-Law #1: Article 4. Directors
Elect Officers and Appoint Committee Chairs Policy (Approved by the Board March 7th 2018)
1. Policy Objective
The purpose of this policy is to set out an open, fair and transparent process for nominating and electing officers and appointing committee chairs and committee members.
6. Policy Statement
This policy applies to the following Officers of the Corporation: Chair of the Board Vice Chair of the Board Other such officers as the Board may determine by resolution
Note: This policy does not apply to the CEO, Secretary and Treasurer.
The Board shall consider a reasonable balance of diversity, leadership competencies and independent and sector experience requirements, individual Board member performance, and any other unique or special requirements of the Corporation when electing officers and appointing committee chairs and committee members.
Where vacancies occur, other than at the expiration of elected terms, appointments may be made from a “list” of recommended individuals on an “interim basis” until the next AGM. The Board shall endeavour to ensure vacancies are filled within six months of the vacancy occurring.
The Nominations Committee will recommend directors for the Board chair and vice-chair positions from among the directors elected by the members at the AGM. The new slate of directors will elect the chair and vice-chair at the first meeting after the AGM.
No director may serve as Board chair or vice-chair for more than three (3) consecutive terms in one office; provided, however, that following a break in continuous service of at least one (1) annual term, the same person may be re-elected or re-appointed to the office. [Reference Article 9.2 By-Law #1 “Except as specifically permitted in By-Law #1 Article 10.1”]
The Board chair will be appointed annually and be eligible for re-appointment provided the chair shall serve no longer than three (3) consecutive years and up to a maximum of four (4) consecutive years [By-Law #1) Article 10.1 Chair of the Board]
Page 85 of 156
The Board chair and vice-chair positions are elected on an annual basis. The Chief Executive Officer is automatically appointed as an officer and the Secretary. The Chief Financial Officer is automatically appointed as an officer and Treasurer.
Re-appointment of existing committee chairs and committee members will not be automatic, but will occur each year at the first meeting after the annual general meeting (AGM).
Unless otherwise determined by the Board, the Governance and Human Resources Committee will serve as the Nominations Committee of the Board. Annually, the Nominations Committee will recommend candidates for the roles of chair, standing and special committees and committee members. The new slate of directors will approve the appointments at the first meeting after the AGM. A Board member may hold more than one office.
7. Process Overview
The Nominations Committee oversees the process and timetable for recruiting, selecting, and nominating the recommended slate of Board members for election by the Members at the AGM. The Chair, size and composition of the Nominations Committee (may include non-Board members) shall be approved by the Board. See Schedule 1 to this policy for the Nominations Committee Terms of Reference. The Committee is to be convened annually, well in advance of the AGM; however, the Committee can be convened at any time if a vacancy occurs (except through an increase in the number of Directors) and if the Board wishes to fill the vacancy for the remainder of the term until the next AGM from among the nominees recommended by the Nominations Committee.
The “Roles and responsibilities – Officers” and “Roles and Responsibilities – Committee Chairs” will be reviewed periodically (preferably annually) to ensure they accurately represent required accountabilities and responsibilities.
The Board Leadership Competency Profile will be reviewed, updated and approved annually by the Board and used as the criteria for electing officers and appointing committee chairs. Establish the timetable of activities and accountabilities (Assumes a May AGM)
Page 86 of 156
Month Activity Accountabilities January • Obtain Board approval of Nominations Chair, Nom Committee Chair, members, process Cttee and timelines February • Confirm position Nominations • descriptions/qualifications for officers Committee and committee chairs Chair, Nom Gathers “expressions of interest” re Cttee interest in serving as an officer, committee chair and committee membership March/April • Identifies candidates for officers and Nominations committee chair positions and Committee prioritizes candidates considering tenure, skills, experience, demonstrated leadership April • Prepares a report of recommended Chair, Nom candidates and their qualifications Cttee
May AGM • Elect Directors Members First • Facilitates elections of Chair and Vice- CEO meeting • Chair Board Chair post Facilitates appointment of Committee AGM Chairs and Members
Elect Officers
The election of officers is conducted annually at the first Board meeting after the Annual General Meeting (AGM). This meeting is attended by the newly elected Board of the Corporation who were elected by the members at the AGM. A majority of the Directors shall constitute a quorum in order to carry on business at this meeting. The CEO attends this meeting in the role as Board Secretary pursuant to By-law #1 Article 10.3 and assumes the role of the Chair until the Board elects a Chair.
The Chair, Nominations Committee recommends nominees for Chair, Vice-Chair and other officer positions. Note: A nomination will only be valid if the candidate declares in writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.
Immediately following the appointment of Chair of the Board, the newly appointed Chair of the Board shall assume office and preside over the remainder of the meeting. The Minutes shall record the candidates nominated, elected and appointed to each position.
Page 87 of 156
In the case of acclamation: If there is only one candidate nominated for the position, then nominations will be closed and that candidate will be acclaimed to the position. The remaining statutory officer positions are then elected.
Any candidate may make a five minute presentation/statement to the Board regarding their candidature. The order of candidates' statements shall be determined by the Officer presiding over the process. A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.
Voting may take place either with a show of hands or secret ballot.
In the case of a secret ballot, two people, who must not be Board Members, are selected by the Officer presiding over a vote to act as scrutineers. Directors who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately conveying their vote to an election scrutineers. In the case where there are more than two candidates running and none receive a majority of affirmative votes in a vote, the vote is rerun with only the candidates receiving the two highest vote counts eligible. (This may result in more than two candidates being eligible.) The vote is retaken in the case of a tie for first place. The presiding officer uses a coin toss to choose which candidate is to remain eligible if the tie persists. A new call for candidates is made and the voting process restarts in the case where there is a single candidate but that candidate does not receive enough affirmative votes.
To be appointed, a candidate must receive votes marked with his or her name from a majority of the Directors. Ballots should be cast marked with the name of an announced candidate or with the word “abstain.” A candidate can withdraw at any time from subsequent votes.
The Minutes shall record the candidates nominated for each position and the elected candidate. Once the officers are elected the Board chair will move on to the appointment of the committee chairs and committee members.
Appoint Committee Chairs and Committee Members The appointment of Committee Chairs and Committee members is conducted annually at the first Board meeting after the Annual General Meeting (AGM).
The Chair, Nominations Committee recommends the slate of nominations for positions. A nomination will only be valid if the candidate has declared in writing or by electronic mail prior to the meeting that the candidate is willing to take office if appointed.
A candidate who fails to be appointed to a Committee Chair position may be nominated for a subsequent position. Page 88 of 156
In the case of acclamation: the committee chairs and committee members are appointed.
In the case of two or more candidates for a particular position: See previous process for “Electing Officers”.
8. Roles and Responsibilities
Board - Prior to AGM Approves: Nominations Committee (usually comprised of members of the Governance and HR Committee), Chair, members, Terms of Reference, process and timetable for nominating and electing Officers and appointing Committee Chairs and Committee Members “Roles and Responsibilities – Officers and Committee Chairs Policy” “Electing Officers and Appointing Committee Chairs Policy” Board Leadership Competencies Profile
New Board - Post AGM Elects officers Appoints Committee Chairs and Members
Individual Board Members Respond to the Chair, Nominations Committee’s call for expressions of interest in being considered for Board leadership positions, Board Leader selection criteria, and the perceived strengths and weaknesses of possible candidates for Board leader roles
Nominations Committee Recommend candidates for the Board chair and vice-chair positions from among the directors elected by the members at the AGM.
Page 89 of 156
Director Code of Conduct Policy (Approved by the Board May 30th 2018)
1. Policy Objective
Improving the quality of corporate governance can be achieved by encouraging high standards of conduct which will: • Permit the views of the Corporation’s stakeholders to be represented at the Board without conflicting with the duties of the directors to act in the best interests of the Corporation. • Protect and maintain the Board’s integrity and the Corporation’s reputation. This Code of Conduct is intended to provide guidance to the Board in managing the affairs of the Corporation by: • Setting out the duties, principles and standards of ethical conduct on which the Board shall operate and conduct themselves with stakeholders, government and regulatory agencies, media and anyone else with whom it is connected. • Promoting confidence, transparency and trust in the integrity, professionalism and impartiality of the decisions made by the Board to enable the Corporation to fulfill its Vision, Mission and Strategy and protect the reputation of the Corporation
2. Policy Statement
Scope While primary reliance is placed on the good judgment and integrity of the following “directors” covered by this policy (see list below), they are expected to err on the side of strict adherence to this Policy: • Current directors* • Officers* • Non-director members of board committees/council meetings* • Individuals who are present and participate at a board meeting • Previous directors (must not improperly use information they were privy to during their tenure to gain an advantage for themselves or someone else or cause detriment to the organization) • Family members and affiliates of the Director, in connection with one’s status as a Director.
*Must annually review this Policy and acknowledge that they are acting in accordance with the letter and spirit of this policy by signing the “Director Declaration and Consent” form.
Guiding Principles Simply put, this Code of Conduct provides guidance to the Board in managing the affairs of the Corporation in an ethical manner with the expected behaviours: • Act with integrity • Be honest. • Follow the law • Comply with the Code • Be accountable
Page 90 of 156
This policy is neither all-inclusive nor exhaustive and focuses on the four “C’s” of the Code: • Conduct • Compliance • Conflict of Interest • Confidentiality The interpretation of this Code of Conduct Policy is taken with caution and conservatism.
Directors shall be guided by the following:
Conduct
Fulfil Fiduciary Obligations. • Act honestly, ethically, in good faith and in the best interest of the Corporation with a view to serving and be seen to serve the best interests of the Corporation in a conscientious and diligent manner. • Responsibility for governance decisions remains with the Board. The Board cannot contract out of its legal duties or appoint a proxy to assume their legal duties. Individual Directors will be personally liable for any breach of them. Reasonable delegation is permitted to the CEO.
Duty of Care, Diligence and Skill • Exercise the care, diligence (attentiveness, persistence and vigilant activity) and skill that would be expected of a person with their knowledge and experience by demonstrating what a person with that skill and experience would do in comparable circumstances. The greater the skills of a Director, the higher the standard of care that will be expected. • Devoting the necessary time and attention to bring their own judgment to bear regarding the affairs of the Corporation • Exercising their duty to be aware of information that reasonable care and diligence would have revealed, and they should try to foresee the probable consequences of their proposed course of action. • Exercising care, caution and common sense in their decision-making
High Ethical Standards • Display high ethical standards in business, personal and professional dealings and reputation • Use the Corporation’s assets, property, proprietary information and intellectual rights for business purposes of the Corporation and not for any personal benefits or gains.
Mutual Respect • Conduct themselves in a professional, courteous and respectful manner and not take any improper advantage of their position. • Refrain from discriminatory practices or behaviour as outlined in Ontario’s Human Rights Code • The “authority” of the Board Chair must be respected by all directors. For details regarding board chair “authority” refer to Roles and Responsibilities – Officers.
Page 91 of 156
Board Solidarity • The Board speaks with one voice. Authorized Board actions must be supported by all Directors. • Those Directors who have abstained or voted against a motion must adhere to and support the decision of the majority of Directors.
Directors will report concerns about their own or other directors’ unethical behavior, actual or suspected instances of fraud, misconduct or irregularity or failure of internal control systems, likely to impact the business interest of the Corporation or any other information that may be perceived to be violating any legal/regulatory requirements.
Compliance The Board shall maintain compliance with legislative/regulatory/policy and legal requirements as applicable to the business of the Corporation and endeavor to take into account the letter, spirit and purpose of the following before any directions are given or decisions taken: • Ontario Corporations Act • Letters Patent of the Corporation • Corporation By-law #1 • Other related legislation and regulations that impose fiduciary and other obligations on Directors of Corporations • The Corporation’s governance policies and procedures
Board members will report concerns about their own or other directors’ unethical behavior, actual or suspected instances of fraud, misconduct or irregularity or failure of internal control system, likely to impact the business interest of the Corporation or any other information that may be perceived to be violating any legal/regulatory requirements.
Conflict of Interest A conflict of interest includes any situation that impairs or interferes with, or appears to impair or interfere with a director’s ability to vote in the best interests of the Corporation including, without limitation, the following two areas that may give rise to a conflict of interest: • Pecuniary or Financial Interest In a Decision. The director, either directly or indirectly, stands to gain by that decision, either in form of money, gifts, favours, gratuities or other special considerations; • Adverse Interest in a Decision. The Director is a party, either directly or indirectly, to a current, pending or threatened claim, application or proceeding against the Corporation.
A director, who, either directly or indirectly, has or believes he/she or another director may potentially have a Conflict of Interest with respect to a proposed matter or decision of the Corporation, shall disclose the nature and extent of the Conflict of Interest. The failure of any director to comply with the provisions of this policy does not, in or of itself, invalidate any contract, transaction, matter or decision undertaken by the Board.
Page 92 of 156
Directors shall: • Refrain from entering into any transaction which is or may likely to have a conflict with the interest of the Corporation and shall not engage any of their relative(s), or any other person or entity, for the purposes of circumventing the personal interest involved. • Neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business except accepting a gift or entertainment if warranted by the accepted ethical customs and practices. • Avoid situations where the interests of the Director are in conflict or appear to be in conflict with the interests of the Corporation or influence the performance of their duties or promoting their personal interests by reason of their connection with the Corporation • Not take up any position or engagement that may be prejudicial to the interest of the Corporation
Confidentiality • Maintain confidentiality of the information that is entrusted upon them for carrying on their respective responsibilities and duties and shall not use the same for personal benefits or gains. • All matters which are the subject of Board or Committee meetings are NOT confidential unless the Chair of the Board or Committee Chair determines otherwise. Directors shall respect the confidentiality of matters brought before the Board or any Committee and reasonably exercise discretion and judgment when disclosing information to persons as is necessary for the Director to carry out the duties and obligations of his or her office. • Any person in addition to directors, officers, non-director members of Committees and employees of the Corporation, may be permitted to attend any meeting of the board or committee and shall be advised that they are required to respect the confidentiality of all matters coming to their attention during any such meeting and noted in the Minutes. • When in receipt of confidential information, and unless otherwise authorized by the Board or as may be otherwise required by law, Directors may not: • Disclose, discuss, or use confidential information for their own purpose • Share confidential information with any third party or person (including family, relatives or business or social relations), except with the prior written authorization of the Board, keeping in mind that unauthorized statements may adversely affect the interests of the Corporation. • Share board meeting minutes, agendas, reports to the board and associated documents and information contained in those documents
The board, at its own initiative, may determine, in its sole discretion, that matters which are otherwise confidential may be disclosed to or discussed with third parties and the board shall determine the circumstances and scope of any such disclosure and discussion.
Page 93 of 156
The Chair of the Board is responsible for board communications and may delegate authority to one or more Directors, Officers or the CEO to make statements to the news media or public about matters that the Chair determines appropriate for disclosure. No statements respecting such matters shall be made to the public or the press by any director, officer, or employee except as authorized by the Chair or Board.
It is recognized that the role of Director may include representing the Corporation in the community. However, such representations must be respectful of and consistent with the director’s duty of confidentiality.
3. Process and Guidelines
In-Camera Meetings The board may hold in-camera meetings or portions of board meetings at the discretion of the Chair, for circumstances including, but not limited to: • the disclosure of intimate, personal or financial information in respect of an employee or prospective employee; • the acquisition or disposal of real estate; • the decisions or issues in respect of negotiations with employees; • professional opinions provided to the Board, including legal opinions • litigation or potential litigation affecting the Corporation. • decisions relating to CEO performance and reward
Requests for Confidential Information If a request is made to access confidential board documentation*, the board may consider the request on a case-by-case basis by assessing the degree of risk to be undertaken if the information is disclosed, such as, but not limited to: • whether open board dialogue will be compromised • the need to protect proprietary or personal information • the need to comply with legislative and regulatory obligations • the consequence of establishing precedents or expectations. *Includes board reports, submissions, minutes, letters, memoranda, board committee and sub- committee reports and copies of other documents.
Managing a Breach of the Code Protocol • A Director has a duty to self-declare or report an alleged violation of another Director • Reasonable steps will be undertaken to determine whether a breach merits investigation • A consistent and fair process will be undertaken in responding to a breach • There will be appropriate and unbiased participation by all parties
Page 94 of 156
4. Process
The Board may follow the steps outlined below with the understanding that they are a guideline only, as the scope and nature of the breach will guide the response. 1. Every director who, either directly or indirectly, has or thinks he/she or another Director may potentially have breached the Code with respect to conduct, confidentiality, conflict of interest and compliance regarding a proposed matter or decision of the Corporation, shall disclose the nature and extent of the breach in writing to the Board Chair 2. The Board Chair investigates the alleged breach with the Director and other impacted parties. If the director has breached the Code, the Chair should:
• Declare that the conduct is unacceptable and that the policy prohibits such conduct; and/or • Prepare a letter that would document: • that s/he has breached the Director’s duty to the Corporation; • put the Director on notice that s/he has a fiduciary duty to act in the best interests of the Corporation and that such conduct will not be tolerated • recommend to the Board that remedial action be taken against the Director.
1. The Board Chair may also request further investigation by the Governance and HR Committee (GHRC) who could meet with the Director to reinforce the unacceptability of the breach. A further letter may also be sent from GHRC. 2. If the GHRC concludes that the breach renders the Director to be a liability to the Corporation and the Board, the Director should be advised in person and in writing that the Chair will be raising the matter before the full Board at the next Board meeting. 3. At the Board meeting at which the director’s breach is raised, the Chair, GHRC may present a summary of the breach, its impact on the Corporation and the Board, and what actions the Board Chair or GHRC have taken to deal with it. 4. The Director will be given an opportunity to speak to the Board and then be asked to leave the meeting. At any time during this process, the Director may resign from the Board by delivering a written resignation to the Board Chair. 5. The Board may then deliberate over the appropriate action to take which could include: • Approving a motion that a further letter of sanction be sent to the Director reflecting the Board’s disapproval of his/her conduct and stating that the Board will not tolerate any further incidents in breach of his/her duty; • Asking for the Director’s resignation from the Board; or • Approving a motion to remove the director from the board under the By-Law #1 Article 10
Page 95 of 156
Declaring a Conflict or Potential Conflict of Interest The failure of a Director to make a declaration of their conflict of interest in a matter or decision, as required by this policy, may be considered grounds for termination of their position as a Director, in addition to any other remedies available to the Corporation under statute, equity or common law.
Potential Types of Conflicts of Interest The following activities illustrate types of potential conflicts of interest that should be avoided and disclosed, as applicable, in accordance with this policy. The list is not all inclusive and is only intended to provide guidance. 1. Self-benefit: Using the Director’s position or relationship within the Corporation to promote own interests, including using confidential or privileged information gained in the course of involvement with the Corporation for personal benefit or gain 2. Influence peddling: Soliciting benefits for the Director’s interest from outside organizations or individuals in exchange for using the Director’s influence to advance the interests of that organization or individual within the organization 3. Other business relationships and dealings: Approving grants or contracts with organizations or individuals in which the Director has significant financial or other interest or relationship, particularly if the Director is in a position to influence major decisions, are responsible for review, negotiation and approval of the grants or contracts, or otherwise direct the Corporation’s business dealings with that organization or individual. 4. Property transactions: Directly or indirectly leasing, renting, trading, or selling real or personal property to or from the Corporation
Process for Self-Declaring The declaration shall be made at the earliest possible time and may follow the steps outlined below: 1. A Director must self-declare to the Board or Committee in writing his or her interest immediately the matter or decision is first raised and prior to any discussion or vote on the matter. 2. If the Director, either directly or indirectly, becomes interested in a matter or decision after the Board/Committee meeting at which it is first raised, the Director shall make a declaration at the next Board/Committee meeting following the director's perception of a conflict. 3. When a director is or becomes interested in a matter that is not or was not before the board, the director shall declare his/her interest in writing to the Board Chair or at the first meeting of the directors held after the director perceives a conflict. 4. Where the interest of a Director has not been disclosed as required by reason of the Director's absence from such meeting, the Director shall disclose the interest and comply with the above requirements at the first meeting of the Directors of the Board/Committee attended by the Director held after the meeting. 5. After making such a declaration, no interested Director shall vote or be present at the vote or during the discussions, or otherwise attempt to influence the voting, on the matter or decision.
Page 96 of 156
6. The Director may not be counted in the quorum with respect to any resolution.
7. Where the number of Directors who, by reason of the provisions of this section, are prohibited from participating in a meeting is such that, at that meeting the remaining directors are not of sufficient number to constitute a quorum, then, notwithstanding any other provision in this policy, 8. the remaining number of directors shall be deemed to constitute a quorum, provided such number is not less than three (3). 9. Where, in the circumstances mentioned in #7 above, the remaining number of Directors who are not prohibited from participating in the meeting is less than three (3), the Chair of the Board may apply to the Superior Court of Justice on an ex parte basis for an order authorizing the Board to give consideration to, discuss and vote on the matter out of which the interest arises or such other relief as the Court may consider appropriate. 10. Every declaration of a conflict of interest, and the general nature of the conflict, shall be recorded in the minutes of the meeting and shall reflect that the Director: o Made the disclosure, withdrew from consideration of the matter or recused him/herself from the meeting and abstained from voting; or o Made disclosure but continued to participate pursuant to written instructions from the Board Chair, GHRC or from the Secretary, as appropriate, where those instructions shall be included with the minutes.
Directors and their families* shall not knowingly propose or enter into any contract or transaction with the Corporation, except: • on a competitive bid basis or other basis in writing; and • provided that the Director has declared any interest therein, and where the proposed contract or transaction or contract or transaction is before the Board or a committee or task force of the Board for its consideration, the Director has abstained from discussion and voting thereon.
*"Families" shall include spouses, including common-law spouses, parents, children, and any other relative by blood, marriage, or adoption residing in the same household as the director.
Process for Declaring a Potential Conflict of Interest of Other Directors 1. If a director believes that any other director is in a Conflict of Interest position with respect to any matter or decision before the Board or Committee under By-Law #1 Article 6 Interest of Directors in Contracts, the Director shall have his/her concern recorded in the minutes, and the Director with the alleged Conflict of Interest shall have the right to address the Board with respect to the allegation. Thereafter, at the request of the Director who recorded the initial concern, the Board, after the Director alleged to have a Conflict of Interest has absented themselves from the room, shall vote on whether the Director alleged to have a Conflict of Interest is, in the opinion of the board, in a Conflict of Interest.
Page 97 of 156
2. If the Board finds that the person in a Conflict of Interest, that interested Director shall absent himself during any subsequent discussion or voting process relating to or pertaining to the conflict. The question of whether or not a Director has a Conflict of Interest shall be determined by a simple majority of the Board and shall be final. 3. If the Board finds that the Director is not in conflict, the Board will then vote on the contract, transaction, matter or decision and the votes of each director shall be recorded.
Process for Failure to Disclose 1. If the Board, Committee or Director have reasonable cause to believe that a director has failed to disclose an actual or possible conflict of interest, it shall inform the Board Chair and the Director with the perceived conflict of interest. 2. The Chair shall afford the Director with an opportunity to explain the alleged failure to disclose. 3. The Chair, after hearing the response and assessing the situation, may request GHRC to undertake further investigation. 4. If the GHRC determines that the individual has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate action which may include recommendation to the board for removal from the Board or termination under By-Law #1 Article 4.5 Removal 5. If it is determined that the transaction was not fair and reasonable to the Corporation, the Board in its discretion, may void the contract and/or require such individual to restore the Corporation to the financial position it would have been in if such individual had been acting in compliance with this Policy. Where the latter remedy is employed, such Director shall be required to make payments to the Corporation in amounts equal to the value of the excess benefit he or she received plus interest. Any Director who violates this Policy also may be liable for any penalties or taxes imposed under federal, provincial or other regulations.
Legal Counsel Directors’ requests to obtain external opinions or advice regarding matters before the Board, other than those in the normal course of Committee work, shall be made to the Chair or, if the Chair fails to act on or approve such request, to the Board as a whole. The Chair and/or the Board by majority resolution shall have authority to engage external advice.
A Director may engage and share information with his or her legal counsel under lawyer-client privilege in connection with fulfilling his or her duties as a Director of the Corporation, provided that such counsel: 1. is qualified to perform its duties and 2. does not have, and does not represent any other person having, interests that are adverse to those of the Corporation.
The Director shall instruct any such counsel: • not to use confidential information for any purpose other than to give the Director advice solely in his or her capacity as a Director of the Corporation for the purpose of assisting the director to discharge his or her duties as a director of the Corporation. • to keep confidential information confidential and to not disclose confidential information to any third party or person, other than as required under applicable law.
Page 98 of 156
4. Responsibilities
“Directors” (See Scope section) • Avoid situations where: • Directors’ personal interests will conflict, or will appear to conflict with their duties to the Corporation. • Directors’ duties to the Corporation may conflict or appear to conflict with duties owed elsewhere. • Disclose the nature and extent of a breach in writing if a Director believes they have or may potentially have the appearance of a direct or indirect breach regarding a matter or decision of the Corporation to the Board Chair • Report the facts and circumstances of the matter in writing to the Chair • Shall not participate in any formal or informal discussion of, any decision or vote on, or attempt to exert influence over the matter • Temporarily recuse him/herself from meetings in order to allow the remaining persons or members of the Board or Committee to engage in a full discussion of the matter. • Abstain from voting and the minutes of the Committee or the Board meeting shall record this fact. • Complete the Director Declaration and Consent on an annual basis
Board Chair • Leads the investigation regarding a potential breach and communicates the outcome and action to the Board and the Director • Prepares documentation to confirm the breach and action to be taken.
Governance and Human Resources Committee • Reviews and makes recommendations regarding this policy annually to ensure continued appropriateness and applicability • Oversees compliance with the Code and provides advisory guidance in the application of this policy • Establishes a protocol to deal with situations when requested by the Board Chair • Reviews disclosure reports of suspected violations and makes recommendations to the Board regarding action to be taken • Retains outside experts as appropriate • Requires “directors” as defined in the Scope section of this policy to complete the annual Director Declaration and Consent
5. Resources/References This policy should be read in conjunction with: • Roles and Responsibilities - Board • Roles and Responsibilities - Individual Directors • Roles and Responsibilities - Officers • Whistleblower Policy • By-Law #1 Article 6 Interest of Directors in Contracts • By-Law #1 Article 4.5 Removal
Page 99 of 156
Annual Director Declaration and Consent
To: Ontario Education Collaborative Marketplace (the "Corporation")
And To: The Directors thereof
CONSENT
I consent to act as a Director of the Corporation.
I consent to the participation by any Director or member of a committee at a meeting of the Board or a committee of the Board by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.
COMPLIANCE WITH POLICIES AND CODES
I confirm that I have read the attached Director Code of Conduct Policy that has been approved by the Board.
I agree to comply with all Policies and Codes, the by-laws of the Corporation and such other policies of the Corporation that are applicable to the Board.
CONFLICTS
In accordance with the Director Code of Conduct Policy and the by-laws of the Corporation, I make the following declaration:
I have an interest, directly or indirectly, in the following entities or persons, which includes entities in which-I am a Director or officer: ( If none please indicate non applicable).
[insert name.]
[Insert name.]
This declaration is a general notice of interest pursuant to the by-laws and Section 71(3) of the Corporations Act [section 41(8) of the Not-for-Profit Corporations Act] and accordingly, I should be regarded as interested in any contract made or transaction with any of the above entities or persons.
I acknowledge that this declaration is in addition to my obligations to comply with the Conflict of Interest Policy and the by-laws in respect of any specific conflict that may arise.
I declare the above information to be true and accurate as of the date hereof.
Dated thisday of, 201_.
______Signature
______Name of Director
Page 100 of 156
Whistleblower Policy (Approved by the board on October 3, 2018
1. Policy Objective
The purpose of this policy is to enable the disclosure and reporting of information concerning potential Wrongdoing related to ethical behavior, business conduct, legal, discrimination and administrative concerns, without fear of reprisal and retaliation.
2. Policy Statement
Application The following groups are bound by this policy: o Directors o Officers o Employees o Suppliers o Contractors or subcontractors o Volunteers, e.g., students on assignments
For the purposes of this Policy, everyone included in the scope of this Policy will be referred to as “Persons”.
Guiding Principles The Corporation: o Prohibits discrimination, harassment and/or retaliation against any Person who reports, in good faith, conduct which they reasonably believe to be a Wrongdoing. o Will protect any Person who raises a Wrongdoing falling within the scope of any policy of the Corporation on a confidential and anonymous basis. o Expects anyone involved in a complaint process investigation to keep reports confidential to the maximum extent possible. o Will deal with complaints promptly and investigated as appropriate, in a fair and equitable manner. o Will not discharge, demote, suspend, threaten, harass or otherwise discriminate or retaliate against them in the terms or conditions of employment, officership or directorship because the Person reported a suspected Wrongdoing.
Obligations to Disclose Wrongdoing All Persons are responsible to: o Ensure the workplace is free from all forms of discrimination, harassment and retaliation. o Report any concern in respect of a wrongdoing and is obligated to cooperate in such investigation. Failure to report a violation may lead to disciplinary action.
Page 101 of 156
o Ensure a Person who makes an unsubstantiated report, which is knowingly false or made with malicious intent, will be subject to discipline, up to and including termination or removal.
Alleged or Potential “Wrongdoing/ Protected Disclosures This Policy is in effect during working hours and at work-related functions, on or off the Corporation’s premises and cannot directly address every situation in which “Persons” may find themselves.
Potential Wrongdoing may include violations of matters relating to: •legislation, regulation or corporate policies. •financial and audit management. •the Corporation’s Code of Business Conduct and Ethics, conflicts of interest or other human resources policies and legislation. •breach of contracts and negligence or failure to comply with legislation including criminal offences •discrimination or harassment. •other matters not described above.
Non-Retaliation Protection Persons reporting a Wrongdoing will not suffer harassment, retaliation or adverse employment consequences even if after the investigation has been completed.
3. Process
Reporting a Wrongdoing The Corporation recognizes the importance of providing Persons with channels through which to report issues of potential wrongdoing.
Persons involved in an investigation may use the confidential counseling service that is available through the Corporation’s Employee Assistance Program.
Any Person who witnesses conduct that they believe may be prohibited must notify the following, on a confidential, anonymous basis if the Person so desires:
o Immediate Supervisor unless their Immediate Supervisor is the focus of a Wrongdoing in which case the Person must notify their Immediate Supervisor’s leader. The leader will assess the complaint and if appropriate notify the CEO for guidance. o Chair, Audit and Finance Committee if the Person is reluctant to report the concern to their supervisor o Chair of the Board if the report of Wrongdoing involves the CEO, director or the Chair, Audit and Finance Committee. o Employee Assistance Program Service Provider if the Person wishes to remain anonymous, who then creates an anonymous report that is referred to one of the three above.
Page 102 of 156
In all cases, the Person will be advised of a complaint against them and be given an opportunity to respond.
A complaint investigation shall be set forth in writing and forwarded in a sealed envelope to the Chair, Audit and Finance Committee labelled “To be opened only by the Chair, Audit and Finance Committee”. Any envelope received by management shall be forwarded unopened to the Chair, Audit and Finance Committee.
If a Person wishes to discuss a matter with their Supervisor, CEO, Chair, Audit and Finance Committee or Chair of the Board, that person should indicate this in the submission and include a telephone number and/or email address at which he or she can be contacted.
All outcomes shall be reported to the Chief Executive Officer. Note: Board members must follow the Process for Resolution outlined in the Conflict of Interest Policy in the event of an actual or perceived conflict of interest.
Investigating A Complaint / Wrongdoing Investigations will be undertaken in a timely manner and may be investigated by: o The Corporation’s human resources lead and/or senior executives o The Chair, Audit and Finance Committee o The Board Chair o The police, in the case of alleged criminal Wrongdoing o The appropriate regulatory authorities o Outside legal or other professional advisors, as appropriate
Those involved in the investigation will be independent of both the Person who made the report and anyone under investigation.
Following receipt of a complaint, the investigation results shall be communicated to the complainant. The person who is the subject of the report is entitled to have an opportunity to respond.
Appropriate management will provide direction to anyone who receives a report and that appropriate procedures are in place for investigating and tracking reports.
Those conducting the investigation: o will ensure the complaint is investigated and information is reported, disclosed, made available only on a confidential and need to know basis. o may enlist the Corporation’s employees and / or outside legal, other professional advisors. o will maintain confidentiality subject to the need to conduct a full investigation and remedy any violations.
All Directors, Officers, Employees have a duty to cooperate in an investigation.
Page 103 of 156
Taking Remedial Action If an investigation determines a complaint was frivolous or undertaken for improper motives, the complainant’s supervisor will take appropriate disciplinary action.
If an investigation determines a Person engaged in actions constituting discrimination, harassment and / or retaliation, the Corporation will take appropriate action up to and including termination of that person’s employment, directorship or other relationship with the Corporation. Appropriate action may include reporting to the police, regulatory authorities and other affected groups.
Subject to legal constraints, the Supervisor, CEO, Chair, Audit and Finance Committee, Board Chair will provide the complainant with information about the outcome of any investigation within a reasonable period of time (except in cases where the report was sent anonymously).
Managing Potential Retaliation Persons who experience retaliation before or after submitting a report should inform the CEO. A Person who retaliates against another Person for reporting a complaint is subject to discipline, which may include termination or removal.
Documenting the Investigation All documents related to reporting, investigation, and enforcement of this Policy will be kept in accordance with the Corporation’s applicable policies and applicable law.
Complaint and investigation files must be kept separate from regular human resources files and stored in a secure location with access limited to those responsible for conducting the investigation. No record of a complaint will be kept in any complainant file unless improper conduct was determined.
4. Roles and Responsibilities
Complainants o Obligated to disclose any wrongdoing o Obligated to cooperate in an investigation.
Immediate Supervisors o Upon receiving a complaint, initiate an appropriate investigation in light of the circumstances o If improper activity has occurred, take remedial action commensurate with the severity of the offence
Chair, Audit and Finance Committee o Upon receiving a complaint, initiate or mandate any Officer of the Corporation or any other person to initiate or conduct and ensue the completion of an appropriate investigation o Use reasonable efforts to protect the confidentiality and anonymity of the complainant o Ensure complaints are investigated and procedures are in place for investigating and tracking reports. o Enlist the Corporation’s employees and/or outside legal or professional advisors to conduct an investigation
Page 104 of 156
o If improper activity has occurred, take remedial action commensurate with the severity of the offence o As appropriate, report to the Board any complaints received, investigations undertaken, findings, and any remedial action taken. o Retain as a part of the AFC records, documentation pertaining to complaints for a period of no less than seven years.
Chief Executive Officer o Ensures suitable guidance is available to anyone who receives a report of Wrongdoing. o Ensures complaints are investigated, resolved and reported under this Policy. o Determines Board involvement based on organizational risk, involvement of outside authorities, potential legal proceedings along with other related considerations. o Provides the Board with a summary of Whistleblowing activities, as appropriate
Board Chair With respect to complaints regarding the CEO: o Upon receiving a complaint, conduct or mandate any officer of the Corporation or any other person to conduct an investigation; o Use reasonable efforts to protect the confidentiality and anonymity of the complainant o Ensure complaints are investigated and procedures are in place for investigating and tracking reports. o Enlist the Corporation’s employees and/or outside legal or professional advisors to conduct an investigation.
5. Resources/References This policy should be read in conjunction with the Director code of Conduct Policy.
Page 105 of 156
Excellence in Executive Leadership
Page 106 of 156
CEO Total Rewards Policy (Approved by the Board May 30th 2018)
1. Policy Objective It is encumbent on the board to provide a competitive Total Rewards Program* for the CEO in order to: • attract and retain the best possible top executive talent to lead the organization and drive success • reward performance through incentives that are commensurate with the achievement of business and individual performance goals
2. Policy Statement This policy applies to the President and CEO and any individual who acts in that capacity in the event of the CEO’s absence or vacancy of office.
The Board establishes and approves components of a Total Rewards Program for the CEO that is: • competitive with total rewards program benchmarks of at other comparator organizations. Results of benchmarking surveys do not obligate the Board to adjust the Program. • reviewed and approved annually along with the budget allocation • reflected in the board-approved CEO’s employment agreement where appropriate.
Components are not guaranteed from year-to-year, nor are the award amounts.
3. Process
The CEO’s Total Rewards Program considers, but is not limited to, the following components: • Base salary: the payment for the exceptional knowledge, skills and abilities that the CEO must demonstrate to lead and sustain the success of the organization; will be within the range approved by the board; normal progression through the range shall be addressed through annual performance-based merit pay; other adjustments may be approved by the Board. • Performance-based merit pay: the means of progressing through the salary range and is commensurate with performance results; applied to base pay on January 1 each year; • Pay-for-Performance (P4P) Incentive; a lump sum payment commensurate with performance results and is applied to base salary as of Dec 31; lump sum is NOT added to base pay. • Employee benefits: the suite of health, dental, vision care, insurance, health incentive programs, employee assistance programs, executive medical services, etc. • Group Retirement Savings Program. The employer matches 100% of employee’s contribution up to a maximum of 5% of annual earnings. • Professional Development Allowance; The CEO is eligible for and has the discretion to spend an annual allocation for courses, conferences, tuition, coaching services and related travel expenses to help support personal growth/professional development goals mandated through the performance plan • Perquisite: include professional fees that are required to remain “certified” and “in good standing” with the mandatory requirements of related professional certifications; membership fees to organizations related to OECM’s, business fitness programs etc.
Page 107 of 156
The board may consider the following criteria when making changes to the Total Rewards Program:
• Attracting and retaining the best possible top executive talent to lead the organization and drive success, i.e., the cost of retaining the current executive and hiring a replacement. • Current market rates/comparators with CEOs in similar positions within comparable organizations. • How the board wishes to position the organization re its brand, credibility and reputation. • Cost of living as per the Consumer Price Index (CPI); • Changes in CEO duties or requirements. • Clear linkage/return on the investment between business results and incentive pay, i.e., the CEO’s ability to achieve performance targets and create value in the short-term and long-term. • Customer and stakeholder perceptions of receiving value • Financial health of the organization in the short and long-term. • Internal equity, i.e., how does the CEO’s salary, and the means by which it is set, compare to other salaries in the organization • Other potential components, e.g., sabbaticals, time off, education, etc.
4. Roles and Responsibilities
Governance and HR Committee • Reviews the components of the CEO Total Rewards Program and ensures that it is competitive, following reviews and benchmarking of total rewards programs in other comparator organizations • Recommends the components of the CEO’s Total Rewards Program for possible adjustments, subject to the CEO meeting performance expectations and within the limits of the overall budget approved by the board.
Board • Annually approves changes to the CEO’s Total Rewards Program and budget allocation.
5. Related Policies/References
This policy should be read in conjunction with the following related policies: • CEO Performance Policy • CEO and Executive Succession Planning Policy • CEO Recruitment and Selection Policy
Page 108 of 156
CEO Performance Evaluation Policy (Approved by the Board May 30th 2018)]
1. Policy Objective
The purpose of this policy is to enable the Board to: • Hold the Chief Executive Officer (CEO) (and anyone performing the CEO responsibilities on a temporary basis), accountable for the performance of business and professional development goals • Communicate clear and meaningful goals and performance targets; • Ensure that the CEO receives meaningful, objective, and timely feedback to sustain perform at the highest levels possible.
2. Policy Statement
The Board has the ultimate responsibility for the strategy and performance of the organization and exercises this responsibility through its only employee, the CEO, who is entrusted with the organization’s day-to-day management, within the guidelines and direction set by the board.
Evaluation of the CEO’s performance is a core responsibility of the board to ensure a strong link between board-approved strategic direction and goals and the CEO’s performance focus, compensation and professional development.
The CEO performance evaluation process is integrated with the board’s strategic planning cycle. The performance of the CEO and the performance of the organization are one in the same, except for personal growth and professional development goals. The CEO performance evaluation system and the components are mutually agreed-to by the board and CEO at the beginning of the performance year.
The outcome of the CEO performance evaluation process determines: • the overall performance rating for the previous 12 months or specified performance period • input into the remuneration level for the next 12 months
The board reviews and approves the CEO performance management components and process annually in order to: • Ensure continuous improvement and the integration of leading practices • Reinforce and integrate the achievement of strategic and business plan results • Ensure performance commitments and measures are set at a level that reflects the high level of performance expected. • Focus on improving organizational performance, processes and structure and on enhancing the CEO’s performance.
Page 109 of 156
3. Process
The CEO performance evaluation system considers the following components: • Focus of Performance: two “dimensions” of performance: 1. business goals aligned with the mission, vision, Strategy and priorities and 2. personal growth/professional development goals; • Performance Weighting: the per cent weighting between business and personal growth goals. The weighting may change from year-to-year in order to emphasize performance expectations. • Performance Objectives: 3 to 5 objectives that reflect a “SMART” approach • Key Performance Indicators (KPIs): established for each performance objective and include well-defined/clear measures of success with specific quantitative and/or qualitative metrics/targets. • Information/data sources: measure achievement of KPIs to strive for objectivity and a well- rounded “picture” of performance on both “dimensions” of performance. • Performance Rating Scales: customized to evaluate achievement of business and personal goals. • Mid-year and end-of-year Assessment of results accompanied by business performance reports/scorecards plus ongoing monitoring and communication of performance throughout the performance year by the CEO to ensure there are ”no surprises” Multi-faceted assessment methods provide a well-rounded “picture of performance” in order to minimize subjectivity; include CEO self-assessment of results, board members independently provide written feedback of CEO self-assessment of performance results; optional multi-rater process when appropriate; optional third party facilitation of process Overall Performance Rating is a blended rating for achievement of business and personal goals based on the weightings of the two performance dimensions In-depth performance debriefing with the CEO preferably with board chair and chair, Governance and HR Committee
Roles and Responsibilities
CEO • Develops annual performance plan and objectives in consultation with the Chair (Feb/March) • Presents plan to GHRC, which then recommends to the Board. (March/April). • Provides reports to the board throughout the year summarizing business results to date against performance objectives along with variance reports (ongoing) • Provides a mid-year summary of performance results to GHRC which then recommends the results and any corrective action to the board. (August/September) • Presents a Report of self-assessment of year end business results to GHRC. (February)
Page 110 of 156
Governance and HR Committee • Recommends and establishes the annual performance plan components and process (January) • Ensures all Board members are knowledgeable about the purpose of the CEO performance evaluation, the process and their role (January) • Facilitates the process for gathering performance feedback (February) • Makes a recommendation to the Board to finalize the performance rating and award (March)
Individual Directors • Provide feedback independently on the CEO’s Report of Self-assessment of Business Results which is documented in writing, consolidated and reviewed by GHRC at an in-camera session. (February/March)
Board of Directors • Approve CEO performance process at the beginning of the performance year • Monitor reports of performance results throughout the year to ensure goals being met • Review mid-year performance results and identify corrective action/developmental plans when required • Review end-of-year results and approve end-of-year performance rating and “award”
Board Chair • Leads the board discussion based on GHRC recommendations of CEO performance results and award (March) • Communicates the approved performance rating and award to the CEO • Together with the Chair, GHRC, debriefs the CEO providing critical, constructive, well-rounded but not adversarial feedback on strengths/weaknesses and positive/proactive discussion of areas of personal growth/professional development; • Provides opportunity for CEO to respond and include any other assessment information. (March/April)
5. References
This policy should be read in conjunction with the following: • CEO Compensation Policy • CEO and Executive Succession Planning Policy • CEO Selection Policy • CEO Job description (lists major areas for which the executive is responsible • Strategic Plan and annual business priorities articulates the goals for the organization
Page 111 of 156
CEO and Executive Succession Planning Policy (Approved by the Board May 30th 2018)
1. Policy Objective
The purpose of this policy is to ensure continuity of senior executive leadership talent to sustain organizational stability in driving the strategic and financial goals and minimize the risk of interrupting business operations.
2. Policy Statement
The Board provides for continuity of senior executive leadership talent in order to: • Foster a culture of performance, results focus and accountability for achievement of business goals • Sustain a strategic and competitive advantage; • Sustain organizational stability in driving the strategic and financial goals and minimize the risk of interrupting business operations. • Align leadership at the top with the strategic needs of the organization • Provide a framework to drive executive development
The Board establishes a process for succession and continuity of leadership by annually approving the CEO and Executive Succession Plan which includes: 1. A short-term (up to 6 months) Emergency Replacement Plan which identifies executives to replace the CEO and other business critical senior executive roles in the case of an emergency (short-term), i.e., the position becomes vacant due to a sudden vacancy, e.g. death, resignation or termination or temporary vacancy, e.g., extended leave of absence due to personal, health or other reasons; 2. A longer term CEO and Senior Executive Succession Plan which focuses on developing a pipeline of future executive talent to support a planned vacancy, e.g., retirement of the CEO or other business critical senior executives. [In the case of a planned vacancy of the CEO please refer to the CEO Recruitment, Selection and Appointment Policy.]
3. Process
Emergency CEO and Senior Executive Replacement Plan (short-term up to 6 months)
Purpose The purpose of this plan is to ensure that strategic business critical executive leadership functions and the delivery of day-to-day business services continue to be carried out in the event that the CEO or other business critical senior executives are unable to carry out their responsibilities should the positions become vacant due to a sudden vacancy, e.g. death, resignation or termination or temporary vacancy, e.g., extended leave of absence due to personal, health or other reasons.
Page 112 of 156
Approach
Replacing the CEO on an Interim Basis (Up to Six Months) The CEO will recommend in priority order, the member(s) of the senior executive team whose skills have been assessed as most closely aligning with the executive leadership competencies required for success in the CEO role, i.e., the organizational capabilities required to execute strategy and deliver results, and who are willing to undertake the CEO role in the emergency situation.
If there are no candidates the board will consider: • Re-distributing the CEO responsibilities to the senior executive team and designating a “lead” • Appointing a Board member • Seconding a senior executive from the public/broader public sector • Contracting with a third party executive services provider
Replacing a Senior Executive on an Interim Basis (Up to six months) The CEO will recommend in priority order, the member(s) of the executive team whose skills have been assessed as most closely aligning with the executive leadership competencies required for success in the senior executive role and who are willing to undertake the role in the emergency situation.
If there are no candidates, the CEO will consider: • Re-distributing the responsibilities of the senior executive position to the executive team and designating a “lead” • Seconding an executive from the public/broader public sector • Contracting with a third party executive services provider
CEO and Senior Executive Succession Plan (Long-term)
Purpose The purpose of this plan is to: • Develop a pipeline of internal candidates who have been assessed as having interest in, readiness for and the potential to assume the CEO and senior executive positions, supplemented with targeted executive leadership development. • Identify a roster/pool of candidates external to the organization who have the interest in, readiness and perceived competencies to assume the CEO and senior executive positions • Build depth of existing executive talent to ensure a high performing executive team
Approach • Confirm position descriptions and executive leadership competency profile required for success in the CEO, senior executive and other executive roles. • Assess capabilities and interest from internal candidates to assume the CEO and top executive roles. Note: if there are high potential candidates who are willing and near ready with additional leadership development, the board may consider developing a recruitment strategy to “hire from within” when a vacancy becomes available Page 113 of 156
• If there are no internal high potentials or it would take too long to develop the requisite talent to assume the CEO and top executive roles, seek out and engage external candidates who may be interested when a vacancy becomes available. [Please refer to the CEO Recruitment and Selection Policy for the process to fill a CEO vacancy.] • Undertake an Executive Talent Development Program for all executives with a “future needs perspective” to build/enhance the requisite executive leadership competencies to sustain a high performing organization.
4. Roles and Responsibilities
CEO • Presents the CEO and Senior Executive Succession Plan and its components to the Governance & HR Committee • As required provides a report-back of plan adjustments, e.g., status of readiness of internal talent, availability of external talent, status of Executive Leadership Development Program, etc.
• Governance and HR Committee
• Reviews and recommends the CEO and Senior Executive Succession Plan to the Board
Board • Approves the CEO and Senior Executive Succession Plan • Approves the appointment of an interim CEO and any temporary salary modification/adjustments for increased responsibilities during a transition/temporary vacancy
Board Chair • Takes an active oversight role of the “interim” CEO during a transition such as: • Announces the interim CEO to staff, outlines the board role and expectations for the transition/temporary time frame. • Acts as the “supervisor” for the interim CEO with frequent meetings (phone) • Acts as the external spokesperson for the organization by preparing a letter to all key stakeholders and customers announcing the interim CEO and providing an outline of the succession planning timeline and steps. • Reviews all financial activity on a more frequent basis • Provides frequent updates to the Board
5. Resources/References
• CEO Recruitment and Selection Policy • CEO Total Rewards Policy • Roles and Responsibilities – Officers
Page 114 of 156
CEO Recruitment, Selection and Appointment Policy (Approved by the Board May 30th 2018)
1. Policy Objective
To attract, employ and retain the most qualified senior executive for the position of Chief Executive Officer (CEO).
2. Policy Statement
The Board will make provision for the long-term continuity of the senior executive leadership for the Corporation in order to: • Ensure a sustainable strategic and competitive advantage • Continue to achieve strategic plan objectives • Minimize operational risk and maintain business continuity
The Board will establish a CEO Selection Committee with the goal of attracting the widest possible range of diverse applicants using an open and transparent process and approve the process for recruiting, selecting and appointing a Chief Executive Officer (CEO).
The Board may consider the appointment of the CEO for a term period, e.g. 5 years or for an indefinite period of time.
The Board reserves the right to terminate the CEO at any time with rights and entitlements flowing from his/her employment agreement.
The Board will establish a Transition Plan to ensure the seamless transition between outgoing and incoming CEOs.
The Board will establish an orientation program to support the new CEO in developing their 100 Day Action Plan for board approval within 60 days of appointment.
3. Roles and Responsibilities
Governance and HR Committee (GHRC) Recommends the establishment of the CEO Selection Committee, the Terms of Reference and appointment of Committee members Recommends a transition Plan to ensure the seamless transition between outgoing and incoming CEOs. Recommends the Total Rewards Program options for the new CEO Recommends the appointment of the new CEO and finalizes the employment agreement to retain the best candidate in the long-term Recommends an orientation program to support the new CEO in developing their 100 Day Action Plan for board approval within 60 days of appointment.
Page 115 of 156
Provides updates to the Board re progress of plans Recommends the Communications Plan to announce the new CEO
CEO Selection Committee Reports to the Board through the GHRC Recommends and manages the process for recruiting, selecting and appointing a Chief Executive Officer (CEO) using an open, fair and transparent process (See Appendix D-1 for detailed Terms of Reference)
Board Approves the establishment and membership of the CEO Selection Committee Approves the process for recruiting, selecting and appointing the CEO Appoints, monitors and terminates the employment of the CEO
Board Chair Takes an active oversight role of the CEO(s) during transition and orientation
Outgoing CEO Participates in developing the board-approved transition plan to ensure a seamless transition with the incoming CEO
Incoming CEO Participates in the board-approved orientation program Develops the 100 Day action Plan and presents/seeks approval from the board within 60 days of appointment
4. Resources/References
This policy may be read in conjunction with: o CEO Total Rewards Policy (pending board approval on May 30, 2018) o CEO and Executive Succession Planning Policy (pending board approval on May 30, 2018) o Roles and Responsibilities – Officers
Page 116 of 156
Terms of Reference for CEO Selection Committee
Purpose of the Committee To find and attract the best "top-talent” senior executive for the position of Chief Executive Officer (CEO) using a fair, open and transparent process Make recommendations to GHRC of the top candidate for the new CEO
Accountability The CEO Selection Committee reports to the board (via GHRC) and is convened on an ad-hoc basis when the board is required to fill the vacancy of the CEO either on a permanent or short-term basis.
Chair and Committee Membership The committee includes no less than three (3) members, including the Board Chair or his/her delegate. The committee may also include non-director representatives. All members must be approved by the board.
The Committee will select a Chair which must be a board member. The Chair will provide regular updates on the process to the GHRC.
Committee Responsibilities The Committee is responsible for establishing and undertaking the plan, process and components for recruiting, selecting and recommending the top candidate for Chief Executive Officer (CEO) such as: Determine whether an external search is needed or warranted based on consideration of internal candidates who have been groomed for CEO succession or the pool of external candidates that have been identified through the CEO’s Succession Plan Confirm internal and/or external resources required to support recruitment and selection logistics, e.g., conduct a competition for a search firm, if required, to manage and assist with the process
Develop the communications plan and tactics to promote/generate excitement for/attraction to the opportunity and direct candidates’ interest/questions for more information Establish the “Search, Recruitment and Selection Plan” and related materials to attract the widest possible range of applicants using an open and transparent process such as: Determine the area of search;
Create a “Candidate Information Package” that includes: the CEO position profile that identifies accountabilities and responsibilities and realistic key competencies, qualities and skills required for success now and in the future Candidate interview questions, presentation assignments etc. Interview and assess a short list of candidates and recommend the successful candidate to GHRC Conduct a post mortem on the recruitment process and recommends any changes that might be advisable
Page 117 of 156
Committee Performance The Committee will operate under the following guiding principles: Accountabilities: the recommended final candidate presented to the board for approval must be the best candidate based on the selection criteria and the established process Conflict of Interest: members must declare a conflict of interest if their objectivity cannot withstand scrutiny. The Chair will determine whether such conflict/disclosure warrants stepping down from membership on the Committee. Confidentiality: all information about any individual being considered for this role is completely confidential. All members of the Committee must agree to refrain from discussing information about candidates outside of the Committee process. Open, Fair and Transparent Process: Committee members adhere to the nomination and selection process approved by the Board. Committee Member Commitment: All Committee members must openly and candidly contribute their thoughts and perspectives regarding the assessments of the candidates
Process The Committee will meet as required in order to plan and undertake the successful search, recruitment and selection activities to find and recommend a successful candidate.
Committee members should receive meeting materials at least one week in advance of each meeting. Minutes of each meeting must be prepared and circulated to the Committee within 7 days of the Committee’s meeting. OECM management provides secretariat services to the Committee
Page 118 of 156
Stakeholder Accountabilities, Communications and Relationships
Page 119 of 156
Stakeholder Relations and Communication Policy (Approved by the Board October 3rd 2018).
1. Policy Objective
The purpose of this policy is to foster and sustain a framework of proactive engagement and communication with the Corporation’s stakeholders based on the principles of transparency, active listening, and equitable treatment with the goal of creating and delivering long term value which in turn will sustain the financial viability of the business. Specifically this policy will • Promote stakeholder inclusion in the business and activities of the Corporation • Strengthen the Corporation’s brand by building credibility and trust
2. Policy Statement
The Corporation is accountable to the following stakeholders who can affect or be affected by the Corporation’s objectives, policies and actions: • Board and related committee members • Work force: OECM management and staff • Government entities, e.g., regulatory agencies; ministries; agencies • Organizations that may wish to benefit from the Corporation’s services (as defined by the letters patent), and their associated organizations/councils/forums • Suppliers-at-large and supply partners • Industry and trade associations • Public and private sector buying groups • Shared Services Organizations • Other public or non-profit buying organizations • The media
The principles that guide the communication to and the building and sustaining of relationships with stakeholders: • Board members respect and support the decisions/positions approved by the board and all communications of these decisions; moreover, board decisions take into account an understanding of stakeholder interests, concerns and needs balanced with creating and delivering sustainable and long-term value; • Business ethics, transparency, accessibility and responsiveness drive credibility and mutual trust and are the foundation for communicating with and building relations with stakeholders. • Stakeholders are engaged to get their input on what decisions should be made and then the board makes the decisions itself; • Stakeholders are provided with a meaningful opportunity to communicate with an appropriate representative of the organization through appropriate channels
Page 120 of 156
3. Process
The Corporation will implement this policy by:
• Ensuring the scope of the Corporation’s Stakeholder Relations and Communication Policy is updated regularly, assessed for changes in impact and influence on the business and aligned with the Corporation’s objects as reflected in its incorporating documents • Developing the infrastructure - a dynamic business model, organization design and stakeholder-focused service delivery framework - capable of creating and delivering long-term sustainable value • Developing and implementing a robust and Stakeholder Engagement Strategy that ensures stakeholders are well informed and understand the Corporation’s objectives and fosters constructive dialogue in finding solutions that benefit everyone; and includes a. robust involvement from stakeholders, taking into account their viewpoints and expectations through rigorous consultation, information-gathering, surveys and collaboration, and: b. communication strategies to advise stakeholders regarding the Corporation’s business directions and significant accomplishments; communications material and other information for board members about which they should be made aware to fulfill their responsibilities. c. Tactics for disseminating significant and reliable information regarding the Corporation’s performance and activities. d. Establishing channels for dialogue and communication with its stakeholders and regularly evolving those channels in order to identify issues within its business activity that are considered to be significant and respond to their needs and expectations in order to maximize the impact. • Preparing action plans in order to improve the Corporation’s relations with its stakeholders and to respond to their concerns. • Supporting and being responsive to the Customer Council Committee, whose members represent the interests of the range of customer groups accessing the Corporation’s services.
4. Roles and Responsibilities
Board Chair • Official “spokesperson” of the board to make statements on behalf of the Corporation. Any other individual must obtain the approval of the CEO before making a public statement on behalf of the Corporation. • May also comment on the CEO’s behalf, in his or her absence. • May delegate the Vice-Chair or a Board member to comment in the absence of the Board Chair
Page 121 of 156
Board of Directors • Approves all policies • Balances and prioritizes potentially competing interests of stakeholders in order to ensure the Corporation’s success. • Flags concerns/risks raised by stakeholders to the attention of the Board Chair, CEO, Chair, Customer Council Committee, Chair, Governance and HR Committee or Chair, Audit and Finance Committee
Customer Council Committee • Provides input to, guides the implementation and evaluation of the multi- year Customer Centric Service Delivery Model and related strategies and plan including the impact of stakeholder engagement and communication strategies and plans; and • Provides input to and regularly reviews the content and effectiveness of this Policy.
Chief Executive Officer • Spokesperson on behalf of the organization and on behalf of the board during any absence of the board chair; ensures information is communicated to the board members within reasonable time frames. • Approves: o Other individuals to make a public statement on behalf of the Corporation; o Location of press conferences; o Participation of any other staff members in addressing the media; • Primary spokesperson on operational matters; may appoint a delegate from senior management. • Develops and implements strategies designed to convey key messages and information to stakeholders and identifies the means to receive the same from them. • Prepares and issues press releases • Prepares key messages to be conveyed by the Corporation’s spokesperson on a specific topic. • Creates a dynamic business model, organizational design and allocates the necessary resources for establishing channels for effective dialogue with stakeholders to coordinate and deliver responsive services and actions that align with stakeholder needs, expectations, and interests.
5. Resources/References
This policy should be read in conjunction with the Director Code of Conduct Policy.
Page 122 of 156
Financial Management
Page 123 of 156
Financial Reserve(s) Policy (Approved by the Board October 3rd 2018)
1. Policy Objective The purpose of this policy is to define the process to be followed and conditions required to establish new Financial Reserves and maintain existing Financial Reserves.
2. Policy Statement In all situations, all Financial Reserves will be established and maintained in accordance with Canadian accounting standards for not-for-profit organizations.
New Financial Reserves may be established from time to time to meet the financial, operating and legal requirements of the corporation based on objective(s), data and assumptions. Periodically, Financial Reserves may require adjustments as a result of changes to the objective(s), data and assumptions.
Financial Reserves are approved by the Board of Directors and are amounts set aside to fund significant current and future operational requirements of the Corporation including, but not limited to:
• Operating Expense Reserve: amounts accumulated in the Reserve will be used to • accumulate funds up to one year’s operating expenses, or • supplement Revenues in any year where Expenses exceed Revenues. • Capital Purchases Reserve: amounts accumulated in the Reserve will be used for the acquisition of fixed assets that require significant investment such as an Information Technology based Customer Relationship System, property, buildings, etc. • Corporate Reorganization Reserve: amounts accumulated in the Reserve will be used to fund significant “one time” expenses related corporate reorganization including severance costs, legal fees, etc. • Other Reserves: to be determined as required.
3. Process
New Financial Reserves A request to establish a new Financial Reserve will be submitted to the Audit and Finance Committee for review. The request will include: • Justification for establishing the new Reserve • A description of how the Reserve will be funded • An estimate on the future value(s) of the new Reserve • A plan for the disposition of the funds included in the new Reserve
The Committee will review the request to establish a new Financial Reserve and subject to any changes required by the Committee issue a Motion that the Board of Directors approves the establishment of a new Financial Reserve at the next Board meeting.
Page 124 of 156
Maintaining Existing Financial Reserves A request for changes to an existing Financial Reserve will be submitted to the Audit and Finance Committee for review. The request will include: • Justification for the changes required to the existing Reserve • A description of how the Reserve will be funded • An estimate on the future value(s) of the changes to the existing Reserve • A plan for the changes required to the existing Reserve
The Committee will review the request for changes to the existing Financial Reserve and subject to any changes requited by the Committee issue a Motion that the Board of Directors approves the changes to the existing Financial Reserve at the next Board meeting.
4. Roles and Responsibilities
Board of Directors • Approve this policy and ensure alignment with the strategic plan. • Approve Motions recommended by the Audit and Finance Committee.
Audit and Finance Committee • Review this policy periodically to ensure alignment with the strategic plan; recommend changes for Board approval • Review and, when appropriate, recommend requests submitted by Chief Executive Officer and/or Chief Financial Officer
Chief Executive Officer and/or Chief Financial Officer • Identify need for changes to existing Reserves and identify need to establish new Reserves and request recommendation for Board approval from the Audit and Finance Committee.
5. Resources/References
This policy should be read in conjunction with the: • The Corporation’s Audited Financial Statements. • Periodic financial reports submitted to the Audit and Finance Committee.
Page 125 of 156
Investment Policy (Approved by the Board October 3rd 2018)
1. Policy Objective The purpose of this policy is to define the Corporation’s investment goal and processes to ensure funds not required for operating purposes, are invested to earn a rate of return commensurate with the level of investment risk as determined by the Board.
2. Policy Statement
Investment Goal The investment goal is to maximize the return on invested funds while minimizing risk and expenses.
The Board has fiduciary responsibility to manage and protect the investment of funds, thereby, ensuring funds are available for operations.
Investment Plan The Board will ensure the development and periodic review of an investment plan: • defining investment objectives, risk profile and asset allocation • authorizing the risk profile and asset allocation • evaluating investment performance
Management of Investments The Board has the authority to delegate the management of investments to a Board standing committee.
Investments Eligible investments are limited to Guaranteed Investment Certificates (GICs) or similar instruments. Investments shall be structured in tranches of up to $500,000 per tranche.
Investment Institutions Investment transactions will be conducted only with: • Schedule 1 Banks in Canada • Other Canadian financial institutions that are approved by the Audit and Finance Committee
Duration of Investment The investment term shall not exceed twenty four months unless approved by the Audit and Finance Committee.
Page 126 of 156
3. Process
All individuals and/or Committees responsible for managing and investing the Corporation’s investment funds must do so in good faith.
Investment decisions must assess: • Benefit, risk and duration of the investment • accessibility of funds • impact on the Corporation’s day-to-day cash requirements
Investment decisions must be based on quotes from at least two Investment Institutins.
4. Roles and Responsibilities
Board of Directors • Approve the Investment Policy and Investment Plan objectives periodically based on recommendations from Audit and Finance Committee • Conduct a periodic review of the Corporation’s investment funds and performance.
Audit and Finance Committee • Develops, recommends, implements and reviews all investment policies, plans and processes related to the Corporation’s investment funds • Conduct a periodic review of the Corporation’s investment funds and performance.
Chief Executive Officer / Chief Financial Officer • Day-to-day administration and implementation of policies established by the Board and / or the Audit and Finance Committee concerning the management of the Corporation’s investments • Primary liaison with investment institutions • Oversee the day-to-day operational investment activities • Provide periodic updates to the Audit and Finance Committee regarding investment funds, transactions and performance
5. Resources/References
This policy should be read in conjunction with: • Financial Reserve Policy (pending approval by the board on October 3, 2018) • Risk Management related policies and tools to diminish risk (future development) • The Corporation’s Audited Financial Statements. • Periodic financial reports submitted to the Audit and Finance Committee.
Page 127 of 156
Delegation of Authority Policy (Approved by the Board October 3rd 2018)
1. Policy Objective
The purpose of this policy is to define those individuals that the Board has designated to be authorized to sign legal documents including contracts on behalf of the Corporation.
2. Policy Statement
The Board has the authority to bind the Corporation through contracts and may delegate that authority to specific persons for specified purposes and within specified limits.
The Corporation’s By-Law #1 empowers the Board to approve, from time to time, a signing authority policy of the Corporation identifying which directors, officers and/or members of senior management are authorized to execute contracts, other legal documents and cheques on behalf of the Corporation. Only those persons so authorized may enter into contracts on behalf of the Corporation.
The following OECM executives have the authority to commit OECM resources: o President and Chief Executive Officer (CEO) o Vice-President, Supply Management and Customer Relations o Vice-President, Corporate Services and Chief Financial Officer (CFO)
Prior to making any purchase greater than $1,000, the CEO is required to authorize the procurement. Executives listed above can authorize an invoice for payment by signing and dating an invoice. By authorizing an invoice for payment, they are confirming that goods have been received, are in good working condition and that the invoice amount accurately reflects the amount due. Authorizing payments for services rendered, the provider must meet the deliverables specified. 3. Process
All cheques require two signatures from any of the following: CEO, CFO, Chair of the Board or Vice-Chair of the Board. All cheques greater than $50,000 must be signed by the Board Chair or Vice-Chair and either the CEO or CFO with the exception of remittances to the Canada Revenue Agency for HST.
Commitments and transactions cannot be approved by individuals having a lower level of authority than the specified transaction requires, except pursuant to a delegation of temporary authority.
Any person signing on behalf of the Corporation must be an authorized signatory and is signing for the Corporation, not in his or her own right or on behalf of a division or department.
Page 128 of 156
Any signing officer may affix the seal of the Corporation to any instrument or document and may certify a copy of any corporate instrument, resolution, by-law or other document to be a true copy.
Contracts that have any of the following elements require the approval of the Board: • involve a significant departure from the mission, vision, values or policy directions of the Corporation; • have the potential for significant risk (including future risk) to the Corporation, adverse publicity to the Corporation, or a negative effect on the reputation of the Corporation; • involve selling, buying or leasing of land or property oinvestments outside the scope of the investment policy; or • contracts that the Board has required come to the Board for approval.
4. Roles and Responsibilities and Delegated Authorities
Chair of the Board • Approves expenses (including travel and professional development) incurred by individual directors and the CEO in accordance with Board policies;
Board of Directors • Approves the Delegation of Authority Policy. • Delegates specified Board authority to Committees.
Individual Directors • No Director may participate in the day-to-day management of the Corporation, aside from the existence of exceptional circumstances, where the Board deems is appropriate to delegate authority to a director individually. All such delegations must be implemented by Board Resolution.
Audit and Finance Committee • Reviews the Delegation of Authority Policy on a periodic basis and makes recommendations to the Board. • The Board delegates authority to the Chair, Audit and Finance Committee to approve the personal expenses (including travel, and professional development) incurred by the Chair of the Board in accordance with applicable Board policies.
Secretary o Periodically reviews this Policy and makes recommendations. o Advises the Board and executive leadership team about policy changes and their implications
Page 129 of 156
President and Chief Executive Officer • Exercises the power and authority delegated by the Board to manage and supervise the management of day-to-day operations • Approves the sub-delegation of the CEO’s power and authority. • Establishes policies and procedures related to the Corporate Signing Authority. • Ensures that delegation of authority controls and processes are in place to achieve the objectives of authority delegation and that all transactions are executed within the scope of delegated authorities
5. Resources/References The following should be read in conjunction with this policy: • By-Law #1. Section 11. Organizational and Financial • Code of Conduct Policy • Investment Policy • Financial Reserve(s) Policy • Roles and Responsibilities – Board, Individual Directors, Officers
Page 130 of 156
Effective Board Administration and Operations
Page 131 of 156
Board and Committee Work Plans Policy (Approved by the Board March 7th 2018)
1. Purpose
This policy is intended to set out the processes and roles and responsibilities for developing the Board’s and Committees’ annual goals and workplans to use as the benchmark for annually evaluating the performance of the Board in relation to fulfilling its roles and responsibilities.
2. Policy Statement Board goals establish the annual expectations of the Board for its own priorities and performance and focus the work, time, attention and structure of the Board.
Board goals are translated into the annual Board work plan and subsequently to Committee Work Plans, to ensure that they are actually implemented through the work of the Board and its committees. The work plan is the primary tool used by the Board to enable it to anticipate matters for consideration during the year and to track the status of these matters at the Board and standing committees.
Goal of Work Plans
1. Focus the work of the Board and its Committees 2. Clearly articulate the Board’s expectations of its own contributions to the achievement of OECM’s strategic priorities and goals and ensure the success of the organization; 3. Establish the benchmarks against which the Board and Committees can evaluate their performance
Guiding Principles
• OECM has been set up as a 'best practices' Board and therefore considers a well-thought-out Board and committee work plans as critical to the effective performance of the Board • OECM’s Board identifies the key Board considerations and actions required in a Board's year and ensures they are allocated to relevant Board and Committee meetings • Both Management and the Board must be aware of the overall goals and the plan in order for both to plan their approach. • Work plans, although drafted by management, are ‘owned’ by the Board and its Committees and progress is monitored regularly to ensure completion of deliverables. • The Board and Committee Work Plans will address the schedule of matters to be considered by the Board and its Committees as specified in Board policies and a process for the scheduled review of Board policies. • Committee work plans are sub-sets of the Board work plan related to mandated committee responsibilities. They serve to align the Committee structure with the Board work plan.
3. Process Page 132 of 156
• The planning cycle will begin at the start of OECM’s fiscal year in order that the goals and work plan can be based on accomplishing a one-year segment of OECM’s Strategic Plan. • On an annual basis, the Board will establish goals that are consistent with the strategic priorities and goals of OECM, the annual operating plan and the specific objectives that the Board must address in the coming year. • The updated annual goals will be used to establish the direction for the Board committees and their respective Annual Work Plans. • The Board goals will be translated into a Work Plan that will be established for a 12 month cycle based on OECM’s fiscal year (calendar year) and be structured to align with: • The Board’s Terms of Reference re roles of policy development, decision making and oversight • The Board’s responsibilities for establishing and monitoring strategic directions and business results • Annual Board goals related to providing for excellent management and ensuring program quality and effectiveness, financial viability, Board effectiveness and fostering relationships • The Board will establish and utilize a process to monitor and evaluate the achievement of the annual goals for both the Board and its Committees.
4. Roles and Responsibilities
Roles and Responsibilities of Board and Committees
Role Description of Responsibilities Governance • Oversees the final contents of the work plan. and HR • Develops the Board annual goals and work plan based on the Committee strategic priorities and goals of OECM Note: A tracking process will be established for all work plans to support goal and work plan achievement and performance measurement. Board • Develop their own Committee work plans for approval by the Board Committees based on the approved Board goals and work plan. • That significant adjustments in the Committee Work Plans potentially impacting the Annual Board Workplan deliverables and timing, be included in the Committee’s Reports to the Board. Board • Approves the Board and Committee Workplans • Monitors progress of Board Workplan deliverables at each Board meeting • Receives reports from Committees of progress to date regarding their specific workplans
Page 133 of 156
Board Remuneration Policy (Approved by the Board December 19th 2018)
1. Purpose
The purpose of this policy is to: • Establish the context and requirements for Director remuneration • Encourage the full participation and contribution of all Directors, including the expectations for meeting attendance that Directors shall hold themselves accountable for • Set out the guidelines for reporting Director remuneration and attendance
2. Policy Statement See Section 5 of this policy for Definitions of Terms.
Scope This policy applies to: • All Board members • Non-director Members of Board Committees, where specified. All individuals shall be referred to throughout this policy as “Directors”, except where noted.
Remuneration Philosophy The Board shall establish a remuneration philosophy that is: • Effective in achieving the desired goals of the organization • Responsible, in terms of value and cost; and • Defensible, in that it can be explained and justified to customers and stakeholders.
Guiding Principles Board Remuneration shall reflect the organization’s maturity and board lifecycle and be guided by the following principles: • Accountability: Reflects the highest standard of fiduciary accountabilities required by all Board Members, Officers and Committee Chairs in overseeing the commercial viability, financial sustainability and associated risks to achieve business performance goals; • Independence: Does not compromise Director independence in making decisions in determining the Corporation’s strategy and business goals and overseeing its implementation and CEO performance; • Compliance: complies with the relevant legislative/regulatory/policy framework and future legislative changes impacting the not-for-profit sector and the Corporation • Efficiency: administration rules are clear, easily understood and facilitate simple processing; • Internal and External Equity: Compensation is not intended to be equal to the value of services rendered, nor competitive with directors’ occupational compensation or associated market rates, but reflects the compensation principles for OECM executives which are benchmarked at the 50th percentile or median of board practices in comparator organizations selected for similarity, fit, size, scale, geography and uniqueness;
Page 134 of 156
• Reasonable: Strives to be fair and moderate and promote continuity in Board member tenure by balancing the performance of fiduciary responsibilities, scope/complexity of Board work, director roles, required competencies and the expectation of public service, with sensitivity to the political environment and the issues faced by primary customers and stakeholders; • Transparency: Use a rigorous and objective process conducted by an independent third party to minimize the perception of conflict of interest; • Value for Money: Does not jeopardize the Corporation’s financial sustainability (must be prudent, responsible and economical), promote OECM’s reputation as a good manager of its resources and recognizes and acknowledges the value of board member contributions of experience, judgement, and expert business/governance competencies, different perspectives to business performance and commitment to public service.
Attendance Regular attendance at Board and Committee meetings is essential in order to maintain continuity and cohesion in the governance and management and of the Corporation. Directors are expected to demonstrate their commitment to the Corporation by making their best efforts to attend all regularly scheduled Board and Committee meetings to which they have been appointed, preferably in person, except when prevented due to conflicts with other commitments or other unforeseen circumstances. While attendance in person is preferred, teleconference participation is acceptable. Attendance by individual Directors will be reported on an annual basis in the first quarter of each calendar year.
Remuneration Board members receive remuneration consisting of direct and indirect compensation up to a maximum annual threshold based on their role on the Board in accordance with Schedule 1 attached to this Policy. Total remuneration including all direct and indirect compensation paid to individual Directors shall be reported on an annual basis in the first quarter of each calendar year.
Direct Compensation • Board members receive Meeting Fees for preparing for, attending and travelling to regularly scheduled Board and Committee meetings, Special Meetings, Business Meetings, Board Retreats and other Board-related activities, etc. Board members may decline to receive Meeting Fees. • Non-Board Members participating on Board Committees receive a Meeting Fee.
Indirect compensation (Reimbursement of Expenses) • Board members receive reimbursement of expenses for: • Out-of-Pocket expenses for travel, meals and reasonable and necessary costs related to attending Board/Council/Committee/Special meetings/Board Retreats • Professional Development activities up to an individual annual maximum allocation. This is not available to non-Board Members. • Non-Board members receive reimbursement of Out-of-Pocket expenses for travel, meals and reasonable and necessary costs related to attending Board/Council/Committee/Special meetings.
Page 135 of 156
See Schedule 1 attached to this policy for a summary of Direct and Indirect Compensation rates approved by the Board on October 3, 2018, effective January 1, 2019.
Policy Review This Policy and the direct and in-direct compensation rates will be reviewed and approved by the Board on an annual basis.
3. Process
Meeting Fees Meeting fees for preparing for, attending and travelling to meetings are considered “direct compensation” and will be paid according to Schedule 1 attached to this policy and the following guidelines: • Regularly scheduled Board, Committee, Council meetings, Board Retreats; no Fees are paid for preparation/discussions with management re meetings; Board members may decline to receive Meeting Fees. • Special Meetings and Special Board-related events, determined as the case may be, by the Board Chair, Vice-Chair or Committee Chair. • Business Meetings with government officials, customers, suppliers, partners, etc. Approval must be obtained in advance from the Board Chair. • When the Board Chair, Vice-Chair, Committee Chairs participate in a meeting as a “Board member”, they shall be paid according to the Board member rate. • Travel time is paid if travel to and from a meeting/event is over four (4) hours round trip • Meeting fees will be paid quarterly based on meeting attendance. • Directors cannot earn more than the full day meeting fee plus fee for travel per 24 hour period.
Attendance Board members miss meetings due to circumstances beyond their control such as illness, travel schedules, jury duty, holidays and any other unforeseen events. These will generally be considered "excused" absences; however, missing a meeting without notification is unacceptable. In all cases, board members are expected to notify the Board and Committee Chairs of meetings they know they will miss. Where possible, Board members are expected to review meeting materials and provide feedback/comments to the Board/Committee Chair for inclusion in the Board/Committee discussion. They will not be eligible to receive a Meeting Fee for this work.
Board members are expected to attend at least 75% of all regularly scheduled Board and Committee meetings preferably in person but also electronically. It is highly recommended that they attend all or part of the annual Board Retreat in person. It is also expected that they will attend Special Meetings provided enough notice is given. Meeting minutes will reflect Directors who were absent.
An attendance issue occurs when a Board member has, in regard to regularly scheduled Board and Committee meetings: 1. an un-notified absence; 2. two notified absences in a row; or 3. missed two meetings in a twelve-month period.
When Board members have not met their attendance requirements, the Board Chair shall discuss the reasons for the absences and attempt to resolve the issue. The Board Chair in consultation with the Chair of GHRC:
Page 136 of 156
• Will determine if a Board member’s absences are excusable and may grant a limited period of time to rearrange their schedule to minimize conflicts with attending regularly scheduled Board or committee meetings.
• Will allow the Board member to speak to their attendance at the next Board meeting. The Board will then decide what actions to take regarding future membership on the Board. In the event of termination, the Board Chair shall provide a written notice of termination to the Director within two weeks of the vote.
Reporting Individual Board member attendance and remuneration, including direct and indirect compensation, will be reported annually, in the first quarter of the calendar year.
Minutes of Board/Committee/Council/Special Meetings/Board Retreats will be the “official record” for reporting Director attendance and remuneration.
4. Roles and Responsibilities
Board • Approves this policy and directs Management to develop/update procedures to maintain compliance with the requirements of this policy; • Receives reports of policy breaches and decides on actions to take regarding Board members and non-Board members who do not comply with the requirements of this policy.
Chair of the Board • Facilitates board decisions re resolution of attendance and issues warnings as appropriate • Approves requests for Professional Development and related claims • May approve an honorarium be paid to a Director for additional services and effort as articulated in this policy.
Individual Board Members • Ensure understanding of this Policy and commit to observing its principles and guidelines; request guidance/clarification regarding policy requirements from the Chair, Governance and HR Committee or the Secretary; • Commit to full attendance at regularly scheduled Board and Committee Meetings and Board Retreats • Notify Board Chair of intent to undertake Professional Development activities • Prepare and submit claims for approval by Board Chair on the completion of the activity. • Report any actual or potential breach of this policy to the Chair of the Board or Secretary as they become aware of it.
Governance and HR Committee • Reviews and recommends this policy and remuneration program for Board approval on an annual basis; • Monitors reports of remuneration and attendance of each Board member and reports of breaches of this policy;
Page 137 of 156
• Receives and reviews reports from the Board Chair or Secretary of any actual or potential breach of this policy and present recommendations to the Board; • As the Nominating Committee, clearly expresses the attendance expectations to candidates during the Board recruiting process.
Committee Chairs • Ensure non-director members of their committees understand the requirements of this policy and how to obtain the remuneration they are entitled to • Approve expense claims of non-director members in consultation with the CEO. • Chair, Audit and Finance Committee approves reimbursement requests from the Board Chair.
Secretary • Provides administrative support to implement this policy, in particular, reporting of remuneration and attendance • Receives reports of any actual or potential breaches of this Policy by the Board or the Directors.
5. Definitions
Annual general meeting (commonly called the AGM) is a meeting that has been convened on behalf of the general membership of the organization in accordance with By-Law #1, Article 3. Meetings of Members, to conduct business on behalf of the Corporation.
Board Meetings are regularly scheduled formal meetings of the Board that have been convened in accordance with By-Law No. 1, Article 5. Meetings of Directors, for the purpose of conducting the business of the Board or advancing the business of the Corporation.
Business Meeting is a meeting of two or more individuals, at least one of whom is a Director and has the purpose of conducting the business of the Board or advancing the business of the Corporation. Examples could include: meetings with senior government officials, suppliers, customers, potential partners, new board member orientation, potential new board members, etc. It does not include internal meetings with OECM staff.
Committee Meetings are regularly scheduled formal meetings of a Committee of the Board that have been convened in accordance with By-Law No. 1 Article 8. Committees.
Direct compensation is payment received by Directors for preparing for, attending and travelling to regularly scheduled Board/Committee/Council meetings, Board Retreats and Special Meetings.
Indirect compensation is payment received by Directors to reimburse out-of-pocket expenses related to costs for board-related professional development and board-related expenses, e.g., travel, accommodation and meals for attending professional development events, regularly scheduled Board/Committee/Council meetings, Board Retreats, Special Meetings and any other board-related business meetings.
Non-Board Members are members of Board Committees who are NOT duly elected Board Members, and who may represent a particular perspective unique to the work of that particular Committee.
Page 138 of 156
Remuneration includes payment of direct and indirect compensation.
Special Meetings are meetings of all Directors or a sub-group of Directors called at a time other than regularly scheduled Board/Committee/Council meetings or the Annual General Meeting to discuss specific matters. Examples could include: Nominating Committee Meetings, CEO Appointment/Termination, meetings with stakeholders.
6. References
This policy should be read in conjunction with: By-law #1. Article 5. Meetings of Directors; Article 8. Committees; Article 3. Meetings of Members,
Related Policies Board Travel and Expenses Policy Board Orientation and Professional Development Policy
Schedule 1: Board Remuneration Program This schedule is in effect on January 1, 2019
“Direct Compensation” “Indirect Compensation” Maximum Reimbursement of Expenses Annual Meeting Fees Professional Out of Pocket Remuneration** Preparation Preparation Travel time Development Expenses* & & (not included (Excludes participation Participation Allowance Over 4 hours in annual reimbursement of
Board Role round trip maximum) out-of-pocket Up to 4 hours Over 4 hours expenses)
Board Chair $ 225 $ 450 $ 150 Up to $2,500 As required $ 12,000 Board Vice- $ 175 $ 350 $ 150 Up to $2,500 As required $ 9,000 Chair/ Committee Chairs Directors $ 150 $ 300 $ 150 Up to $2,500 As required $ 6,000 Non-Board $125 Not eligible Not eligible Not eligible As required Not applicable Members on Board Committees
*Refer to Board Orientation and Professional Development and Travel and Expenses Policies for more details. **Annual amounts paid may not exceed the maximum annual direct and indirect compensation
Page 139 of 156
Board Travel and Expenses Policy (Approved by the Board March 7th 2018)
1. Purpose
The purpose of this policy is to address how and when members of the board and other non- director members of board committees and the President & CEO (referred throughout the policy as “directors”) are reimbursed for travel and other expenses related to the business purposes, administration and operations of the board and its committees and councils.
2. Policy Statement
This policy applies to: 1. All board members 2. Non-director members of board committees, e.g., Customer Council Committee 3. President & CEO Note: all individuals shall be referred to throughout this policy as “directors”.
There is no obligation to reimburse expenses that are not in compliance with this Policy. See Appendix A: Reimbursable expenses and Appendix B: Non-reimbursable expenses
The business purpose of the expense must be valid, directly related to official board and committee business and service as a director, are in accordance with this Policy, are reasonable and strike a balance among economy, health and safety and efficiency of operations.
The Chief Executive Officer will communicate the schedule of rates to the board on an annual basis.
Directors are not provided with cash advances.
4. Guiding Principles
Approve Reimbursements All required documents are complete and accurate and submitted to the designated “approver” using the appropriate form(s) along with required receipts within 30 days of the expense, final invoice, or completion of the activity.
Reasonable and necessary expenses meeting the criteria for approving reimbursement but not otherwise described by this Policy may be reimbursed when documented and explained to the board. The board grants the “approver” the authority to approve any such reimbursement to cover reasonable and necessary expenses.
Page 140 of 156
Disallow Reimbursements If the “approver” is unwilling to approve all or part of the reimbursement request, the “approver” must provide the individual with written justification for their action. If the requesting individual does not agree with the “approver”, the requesting individual may submit the request for reimbursement to the entire Board for review or withdraw the reimbursement request. The entire board will consider and vote on whether to approve or disapprove the reimbursement request. The board may affirm or reject the decision of the “approver”.
Original Receipts Original receipts for all expenses must be submitted with all claims unless otherwise indicated in this Policy. If a receipt is not issued or is lost, in lieu of the receipt, the Director shall affirm the expenditure and provide a detailed explanation of the expense. The “approver” will review all such declarations and determine if the expense shall be reimbursed. Note: credit card receipts / statements alone are insufficient.
Exceptions Requests for reimbursement should not be rejected solely because they arose from mistakes or misinterpretations of the requirements of this Policy. Decisions whether to approve reimbursement or to require repayment must be reviewed on a case-by-case basis. Where the “approver” decides to exercise discretion in making an exception, and in order to ensure a proper record for audit purposes, the rationale for the exception must be documented and accompany the claim. Reasonable and necessary expenses meeting the criteria for reimbursement approval but not otherwise described by this Policy may be reimbursed when documented and explained. The Board grants the “Approvers” authority to approve any such reimbursement to cover reasonable and necessary expenses.
Time Limit for Claims All claims should be submitted no later than 30 days following the date on which the expense was incurred. This time limit may be extended using the principles to guide exceptions set out in this Policy.
Overpayments Overpayments or amounts reimbursed that are not in accordance with this Policy, should be recovered from the claimant within thirty (30) days of the discovery of the overpayment, wherever possible.
Compliance Persons approving claims for reimbursement are responsible for ensuring compliance with this Policy.
Page 141 of 156
Approvers No director is permitted to approve their own request for reimbursement
Claimant Approver Board Member & CEO Board Chair (see notes 1 & 2) Committee Non-board Committee Chair member
Notes: 1. The chair, audit and finance committee approves reimbursement requests from the board chair. 2. The CEO will sign-off for audit purposes.
5. Responsibilities
Claimants Claimants are directors and non-director members of board committees and are responsible for: • Informing themselves of the requirements of this Policy and seeking clarification as needed in order to comply with the requirements of this Policy • Obtaining authorization, when required, prior to making any arrangements (in exceptional circumstances, travel may be post- authorized); • Obtaining passports and visas, and required/recommended immunizations or medications • Verifying board-related expenses and noting any expenses that are reimbursable by another source • Ensuring original receipts accompany all expense claims as required by this Policy; • Providing a written declaration of expenses incurred if no receipt is available.
Chair, Board of Directors • Ensures all board members and eligible non-board members comply with this Policy and takes appropriate corrective action when required • Performs responsibilities related to Approving Authorities
Committee Chairs • Ensure non-board members comply with this Policy and take appropriate corrective action when required
Audit and Finance Committee • On an annual basis, reviews this policy and reimbursement rates and makes a recommendation for Board approval • Annually report to the Board on director reimbursements
Board of Directors • Approve the Board Travel and Expenses Policy.
Page 142 of 156
Approvers • Authorize requests for board-related business expenses • Ensure that expenses are consistent with the principles of this Policy • Ensure that appropriate receipts are provided to support expense claims • Ensure that any unusual items are explained appropriately or proof is given of prior approval.
Approvers are prohibited from approving their own expense claims.
6. References Related Policies Board Compensation Policy
Reimbursable Expenses
Travel
Personal Vehicle Directors are strongly encouraged to rent cars instead of using their own vehicle when the total distance to be driven in one day exceeds 200 kilometres. However, when a personal vehicle is used, reimbursement is at the rate specified in Schedule 1 based on the actual driving distance by the most direct route. Expense claims must include distances calculated in kilometres. If a director takes an indirect route or interrupts a direct route for any reason other than board business, the Corporation shall reimburse only for the portion required for board business purposes.
Car Rental Vehicle rental is encouraged when it is more practical or less expensive than the use of other modes of transportation. The size of the rental car must be the most economical and practical required for the business task and number of occupants. Exceptions must be documented and approved.
The following costs are reimbursable: • Kilometer charges (Directors are not provided an allowance for distances driven in a rental car) • Fuel (The rental car must be refueled wherever possible before returning it, to avoid refueling charges imposed by the car rental agency. • Collision damage coverage Insurance (Note: Directors shall accept the coverage offered by the rental car company and follow the accident notification requirements of the rental car company.)
Taxi/Limousine Services Claims will be reimbursed when other more economical means of transportation (e.g., public transit) are either unavailable or unsuitable Taxi chits may be used when requested to facilitate direct billing of expenses.
Rail/Coach/Bus/Ferry Reservations must be made directly with the company.
Page 143 of 156
Air Reservations must be made directly with the air carrier. The lowest practical airfare must be chosen from the alternatives available at the time of booking. Economy class seating is the standard, however, business class seating may be permitted for international flights, but must be approved as part of overall approval for the trip. Other expenses such as upgrades, priority boarding, preferred seating, or excess baggage are the responsibility of the individual and are not eligible for reimbursement
Exceptions may be granted for flights within Canada and the continental USA only for health reasons. Air travel must be arranged in advance and be booked by fixed dates; open-ended tickets are prohibited.
Accommodation Hotels/Motels Receipts for accommodation shall include the name and location of the establishment, dates of stay, and separate amounts for charges such as lodging, telephone calls, meals and incidentals. Meals and incidentals on lodging receipts must be itemized.
Reimbursement for overnight accommodation within OECM’s head office area, i.e., a distance of 24 km measured by the most direct, safe and practical road route, will not normally be authorized.
Reimbursement will be made for a standard room. No reimbursement will be made for suites, executive floors, or concierge levels. For extended stays at one location, long-term accommodation must be arranged with the approval of the board chair or other designated approver to take advantage of lower weekly or monthly rates. This may include the rental of a unit/facility with housekeeping services.
When traveling to a conference, a director shall generally stay at the hotel hosting the conference. Exceptions may be considered for the following: • Location (regional rates) • Lack of available rooms • Seasonal rate variations • Unexpected, last-minute reservations
Meals
Reimbursement includes actual meal expenses incurred: • In Canada and Continental USA is subject to the rates provided in Schedule 1 • Outside of Canada and Continental USA is no more than twice the rates for Canada and Continental USA set out in Schedule 1
Page 144 of 156
Reimbursement of meal costs must not include the reimbursement for any alcoholic beverages.
Original, itemized receipts must be provided with claims for reimbursement of actual meal expenses. Reimbursement must not exceed the amount actually spent (including taxes and gratuities) as validated by a receipt accompanying the claim.
Reimbursement of actual meal expenses that exceed the rates set out in Schedule 1 may be approved if the reimbursement is consistent with the Guiding Principles section of this Policy. Every claim for such reimbursement must be accompanied by an original receipt and a written explanation with sufficient detail when the meal rate is exceeded.
No reimbursement shall be made for meals consumed at home prior to departure or on return, or for meals included in the cost of transportation, accommodation, seminars and/or conferences.
Other Expenses
Business Expenses Necessary business expenses, e.g., photocopying, internet connections, equipment rentals for presentations, etc., will be reimbursed.
Dependent Care Actual dependent care expenses (excluding pets) that are incurred as a result of travelling and are additional to expenses the person would incur when not travelling, will be reimbursed up to a daily maximum as set out in Schedule 1.
Gratuities Reasonable gratuities for meals, bellhop, hotel room services, and taxis will be reimbursed. Receipts are not necessary to support reimbursement of these expenses if less than $25.00 per gratuity.
Incidental Expenses Reimbursement will be made for costs of visas and required/recommended immunizations or medications for travel outside North America. A written explanation of the circumstances must be provided with prior written approval from the appropriate authority.
Laundry/Dry Cleaning Services Individuals who are away from home for more than 5 consecutive days shall be reimbursed for reasonable expenses for laundry, dry cleaning and valet services required as a result of conducting board-related business. Receipts will be required. A written explanation of the circumstances must be provided with prior written approval.
Personal Calls Reasonable costs will be reimbursement for personal calls home for each night away. Wherever possible, the most cost-effective method should be used, whether OECM cell phones or calling cards, in order to minimize costs.
Non-Reimbursable Expenses
Page 145 of 156
The following expenses will NOT be reimbursed, but are not limited to: • Alcohol and other legally available intoxicants • Discretionary upgrades, e.g., air, hotel, car, etc. • Expenses of any person other than the director, any other director of the Corporation or other person (friends or family members), unless for a documented and prudent business purpose. • Insurance: life insurance, flight insurance, personal automobile insurance, baggage insurance • Loss/theft of cash, airline tickets, personal funds or property • Lost baggage or excess baggage charge for personal items • Medical/health/trip cancellation/interruption insurance. Extra insurance may be arranged only at the traveler’s own expense. • "No-show" charges or penalties for flights, hotel and car service if incurred due to non- business related changes in schedules • Parking or traffic fines • Personal telephone calls in excess of reasonable calls • Personal automobile repairs, • Personal credit card annual fees or interest charges • Personal items, e.g., theatre tickets, movie rentals, mini-bars, grooming services, shoe shines • Personal travel portion of a business trip • Pet care • Recreational fees, e.g., club memberships, spa services, golf/greens fees • Social events that do not constitute hospitality; • Travel loyalty program costs • Unauthorized car rentals, registration fees, etc. • Vehicle insurance/deductibles for personal vehicle or damages as a result of an accident.
Page 146 of 156
Reimbursement Rates* for Travel and Expenses The following rates are retroactive to January 1, 2018.
Kilometer Rates
The rate of reimbursement per kilometer is calculated and adjusted annually by averaging the posted rates of educational institution institutions in the Greater Toronto Area. ( As at January 1, 2018 the rate is $ 0.45 per kilometer)
Meals Within Canada and Continental USA The rate of reimbursement for meals is calculated and adjusted annually. The following rates are applicable as at January 1, 2018)
• For a full day of meal claims, i.e., breakfast, lunch and dinner, directors have the discretion to allocate a daily total of $60, with a suggested cap of $20 on the amount for any single meal. • For less than a full day of meal claims, directors are guided by the following individual meal rates excluding taxes and gratuities: o Breakfast$ 12.25* o Lunch$ 18.00* o Dinner$ 33.50* Total$ 63.75*
Outside Canada and Continental USA • Meal claims include taxes and gratuities and should be no more than twice the meal rates in Canadian dollar equivalency.
* Meal claims exclude taxes and gratuities. Reasonable gratuities for meals, bellhop, hotel room services, and taxis will be reimbursed. Receipts are not necessary to support reimbursement of these expenses if less than $25.00 per gratuity.
Gratuities Reasonable gratuities for meals, bellhop, room service and taxis will be reimbursed. Receipts are not necessary to if less than $25.00 per gratuity.
Accommodation Private stays with family or friends are permitted. A maximum of $ 50.00 per night for gratuitous lodging expenses is allowed. No receipt is required.
Dependent Care Expenses Expenses up to a maximum of $100, per calendar day, will be reimbursed with prior written approval.
Page 147 of 156
Information and Presentation Policy (Approved by the Board May 30th 2018)
1. Policy Objective
The purpose of this policy is to ensure the availability of high-quality, authoritative information and a consistently high standard of presentation to the Board and its Committees to enable: • Constructive and meaningful dialogue focused on strategy • The best and most appropriate actions and decisions.
2. Policy Statement
Information prepared for and presented to the Board shall be structured and formatted to promote constructive and meaningful dialogue to enable the Board to take appropriate actions and make decisions by being: • Strategic and relevant to the Board’s interests, responsibilities and Corporation’s overarching goals • Timely, i.e., delivered at appropriate intervals to support required actions and decisions • Accurate, consistent and easily understood
Information presented to the Board shall be brief, not detail heavy (except when warranted) with appropriate background and analysis that prepares the board for the discussions and the decisions required. Content at minimum should include: • The subject and the originating individual, committee or stakeholder group • Why the Board should be aware of the information, i.e., the case for action/burning platform • What decisions/actions are required, e.g., “for information”, “for input”, “for decision” • What outcome/results the actions/decisions are expected to achieve
Guidelines for Preparing and Presenting Information to the Board
Content of the Information Content must be focused, fact-based, set at an appropriate level of detail and take into account the following in order for the Board to make an informed decision: • what the board already knows about the subject • how important the information is to the board • how the information will be provided, i.e., verbally or written • supporting background documentation required • an understanding of the risks involved, i.e., the worst possible outcome, the most likely outcome, and the best possible outcome
Page 148 of 156
Structure and Format of the Information The structure and format of the information should: • be clear and accurate, avoiding or explaining the use of jargon and acronyms; • be contextual, comparative and factual as much as possible • provide specific options and recommend a course of action. • Use visuals that are clear and concise to illustrate the core message
For Actions Required
a) “For Information”. Where information is being put before the Board for informational purposes only, a brief summary of the reason for informing the Board should be provided, including the events, activities or trends that provide the Board with sufficient background on the subject.
b) “For Input”. Where information is being put before the Board for the purpose of receiving input from the Board, a brief summary the following should be provided: • the input required from the Board; • actions to be taken.
c) “For Decision”. Where information is being put before the Board for the purpose of receiving a decision from the Board, a brief summary of the following should be provided: • the decision-making process followed • rationale for recommendations presented
For the Consent Agenda
A “Consent Agenda” is that part of the Board agenda dedicated to approving, en masse (in one motion), those matters/reports/decisions that have been thoroughly addressed in Committee and Senior Management reports included in the Board Package and that do not require substantial discussion, unless flagged by a Director.
The Board may use a Consent Agenda during Board meetings to ensure that the time spent at Board meetings is used most efficiently to maximize time allotted to timely and significant discussions and to minimize time allotted to routine actions that require Board approval.
The Board is responsible for approving the reports listed in the Consent Agenda as a whole.
Where a Director wishes to deal in more depth with a particular Committee report because it raises an issue that merits full Board discussion, he or she shall request that the item be removed from the Consent Agenda. The Chair of the Board will remove the item from the Consent Agenda and include it as an item to be discussed in greater detail during the Board meeting.
Page 149 of 156
3. Roles and Responsibilities
Chair of the Board Ensures that the quality, quantity and format of information presented to the Board helps the board to fulfil its goals, Terms of Reference and Work Plan by: • Focusing strategically on evaluating the performance of the organization • Allowing for full understanding of the issues, e.g. options, risks, cost benefits, etc., so as to facilitate discussion and decision-making. • Differentiating Board and Committee work • Supporting well organized meeting agendas with appropriate time to address agenda items.
Directors • Provide feedback and suggestions on the structure and format of Board and Committee materials to facilitate effective decision-making.
Secretary • Creates the Consent Agenda in partnership with the Board Chair • Reviews the “Board Package” to ensure the information adheres to this policy’s guidelines • Ensures that the Board Package is distributed in a timely fashion
Page 150 of 156
Record Keeping Policy (Approved by the Board May 30th 2018)
1. Policy Objective
The purpose of this policy is to ensure the Corporation uses best practices in maintaining and retaining Corporate and Board governance records.
2. Policy Statement
The following records are required by the Ontario Corporations Act (OCA) and will remain necessary for proper recordkeeping when the Ontario Not-for-Profit Act (ONCA) is proclaimed in early 2020: • Letters Patent and of any Supplementary Letters Patent issued to the corporation (note that “Letters Patent” will be renamed “Articles of Incorporation” in the ONCA) • By-Law #1 • Minutes: meetings of the Board and Board Committees; meetings of Members and Committees of Members • Resolutions: Board and Committees of the Board; Members and of any Committees of Members • Register: Directors, Officers, Members • Accounting records adequate to enable the directors to ascertain the financial position of the corporation on a quarterly basis.
All records listed above will be retained for six years.
If the Corporation is dissolved: • By-law #1, incorporating documents including Letters Patent Board and Board Committee minutes should be retained for a minimum of 5 (five) years following the date of dissolution • It must keep all records and supporting documents to satisfy tax obligations and entitlements and all other required records for two years following the date of dissolution.
Minutes must be taken for all meetings of the Board and Board Committees, including in camera portions of meetings.
3. Process and Guidelines
How Records Should Be Kept Records are most commonly held in paper format, although the Canada Revenue Agency (CRA) allows records to be created, processed, maintained and stored electronically, provided that they are kept in an electronically readable and useable format to allow compliance with regulatory requirements.
Regardless of how the records are kept, the Corporation is not relieved of any recordkeeping obligations by contracting recordkeeping duties out to a third party. The Corporation is still responsible for keeping, maintaining, retaining and safeguarding its own records.
Page 151 of 156
Where Records Should Be Kept The OCA and ONCA require that records be kept at the registered office of the Corporation. Records may be kept outside Ontario if they are accessible electronically at the registered office of the Corporation during regular office hours.
The Income Tax Act requires that records be kept at the Corporation’s place of business unless the CRA grants permission to store the records elsewhere, in which case the records must remain within Canada and be made available for review by the CRA upon request.
Retention Period for Records The OCA does not specify a time requirement for record retention. The ONCA will require that all records be retained for six years.
Minutes At a minimum, all minutes should contain: • Date, time and place of the meeting; • Names of the Chair and Secretary; • Names of the Directors present and names of absent Directors; • Name(s) of invited guests. When the public attends, the names of those present would not usually be listed; • Conflicts declared; and • Summary of discussions including: • Rulings by the Chair • Motions; • Summary of matters discussed • Results of votes taken; • Record “no” votes and abstentions when requested to do so; • Record of when Directors arrive and leave during the meeting; • Notes of important documents presented or relied upon during the meeting. Copies should be attached to, and become part of, the minutes.
4. Roles and Responsibilities
Governance and HR Committee • Ensures a policy is established addressing the maintenance and retention of Corporate and Board governance records
Board • Approves this policy to address the maintenance and retention of Corporate and Board governance records
Page 152 of 156
Board Secretary • Fosters communication and diligence through proper management and utilization of Corporation and Board records to ensure the smooth functioning of the board. • Performs the role of custodian of the records by: maintaining accurate documentation; meeting legal requirements; reviewing and updating documents as necessary; ensuring all documents are securely stored and readily accessible.
• Maintains and retains all documentation and records for the Corporation and the Board as required by applicable legislation including: • Testamentary documents and trust instruments by which benefits are given to the use of the Corporation, e.g., Letters Patent, By-Law • Corporate Seal, Minute books, documents and registers of the Corporation; • Board governance policies and practices • Contact details for the Board and other members of the organization • Agendas, minutes, etc. • Correspondence and communications of the board • Strategic Plan: business priorities and key business performance indicators; management reports, • Operating and capital expenditure budgets • Any other relevant information or directional options
5. Resources/References
This policy should be read in conjunction with: Roles and Responsibilities of the Board – Officers
Page 153 of 156
Board Policy Manual- Approval Summary
Governance Framework Components Board Approved Introduction OECM Positioning Statement Board of Directors Guiding Principles November 29th 2016 Legislative and Regulatory Context/Overview
Articles of Incorporation (Supplementary Letters Patent) November 29th 2016 By-Law #1 May 30th 2018 Strategy and Planning Mission, Vision and Values Statements 2017 Annual Report Strategic Planning Process Policy October 3rd 2018 Governance and Board/Committee Leadership Terms of Reference – Board March 7th 2018 Audit and Finance March 7th 2017 Customer Council March 7th 2017 Governance and Human Resources March 7th 2017 Adhoc Committee December 6th 2017 Policy Review Committee November 29th 2016 Nominating Committee November 29th 2016 Board of Directors December 6th 2017 Individual Directors December 6th 2017 Officers December 6th 2017 Committee Chairs December 6th 2017 Board Orientation and Professional Development March 7th 2018 Board Evaluation Policy March 7th 2018 Nominate and Elect Board Members Policy March 7th 2018 Appointment of Officers and Committee Chairs March 7th 2108 Director Code of Conduct Policy May 30th 2018 Director Declaration and Consent May 30th 2018 Whistleblower Policy October 3rd 2018 Excellence in Executive Leadership
th CEO Total Rewards Policy May 30 2018 CEO Performance Policy May 30th 2018 CEO and Senior Management Succession Planning Policy May 30th 2018
CEO Recruitment, Selection and Appointment Policy May 30th 2018
Page 154 of 156
Stakeholder Accountabilities, Communications and Relationships
Revised Stakeholder Relations and Communication Policy October 3rd 2018 Financial Management Financial Reserve October 3rd 2018 investments October 3rd 2018 Delegation of Authority October 3rd 2018 Effective Board Administration and Operations
Board and Committee Work Plans Policy March 7th 2018 Board Remuneration Policy December 19th 2018 Travel and Expenses Policy March 10th 2018 Information Presentation May 30th 2018 Board Recordkeeping May 30th 2018
Page 155 of 156
Page 156 of 156