April 21, 2016 - Governance Committee Minutes

Committee Members Present

Mr. Kurtis Smith
Mr. Trevor Hunter
Mr. Jesse Helmer
Absent: Mr. Stephen Turner 

Others Present

Mr. Ian Peer
Mr. Marcel Meyer
Ms. Joanne Vanderheyden
Mr. Mark Studenny
Dr. Christopher Mackie, Medical Officer of Health & CEO
Ms. Elizabeth Milne, Executive Assistant to the Board of Health & Communications (Recorder)
Mr. Jordan Banninga, Manager, Strategic Projects
Ms. Laura Di Cesare, Director, Corporate Services

Dr. Christopher Mackie called the meeting to order at 6:00 p.m. and opened the floor for nominations for Chair of the Governance Committee for 2016.

Election of 2016 Governance Committee Chair

Dr. Mackie opened the floor for nominations for the position of Chair of the Governance Committee for 2016.

It was moved by Mr. Smith, seconded by Mr. Helmer that Mr. Trevor Hunter be nominated as Chair of the Governance Committee for the year 2016. Carried
Mr. Hunter accepted and agreed to let his name stand.

Dr. Mackie invited further nominations three times. Hearing none, Dr. Mackie declared that Mr. Hunter be named by unanimous vote as Chair of the Governance Committee for 2016. Carried

Chair Hunter took over as Chair at 6:02 pm

Chair Hunter acknowledged Mr. Studenny and the completion of his term. Dr. Mackie noted that Mr. Studenny would be formally recognized at the Board meeting.

Disclosure of Conflict(s) of Interest

Chair Hunter inquired if there were any disclosures of conflict of interest to be declared. None were declared.

Approval of Agenda

It was moved by Mr. Smith, seconded by Mr. Helmer that the AGENDA for the April 21, 2016 Governance Committee meeting be approved. Carried

Approval of Minutes

It was moved by Mr. Smith, seconded by Mr. Helmer that the MINUTES from the January 21, 2016 Governance Committee meeting be approved. Carried

New Business

5.1 Board of Health Self-Assessment Results (Report 07-16GC)

Mr. Jordan Banninga summarized this report and answered questions.

Ms. Vanderheyden arrived at 6:07 p.m.

It was moved by Mr. Helmer, seconded by Mr. Smith that the the Governance Committee:
1) Receive the findings of the 2016 Board Self-Assessment as outlined in Report No. 07-16GC re: 2016 Board of Health Self-Assessment Results, and further that;
2) The Governance Committee direct staff to incorporate the survey results into Board development activity planning for 2016.
Carried

5.2 Board of Health Orientation & Development (Report 08-16GC)

Ms. Laura Di Cesare summarized this report, future plans for Board member orientation and development and answered questions.

Discussion ensued about extending the orientation process beyond a full day of training, opening orientation to all board members, capturing orientation presentations on video and providing an information session on governance and what being a Board member entails for new members.

Dr. Mackie flagged Middlesex Municipal Day for the committee, which will be hosted by the Health Unit next Thursday April 28. This would be an opportunity to see a summary of presentations about Health Unit programs and services.

It was moved by Mr. Smith seconded by Mr. Helmer that that Board of Health orientation practices be enhanced with opportunistic exposure to Health Unit programs in operation. Carried

5.3 Strategic Plan Update (Report 09-16GC)

Ms. Di Cesare summarized this report and answered questions, noting that the balanced scorecard is still in draft form.

Discussion ensued about the following items:
• How the balanced scorecard will be used to monitor timelines, accountability and the completion of tasks set out in each quadrant.
• Performance indicators involving Social Determinants of Health.

It was moved by Mr. Helmer, seconded by Mr. Smith that the the Governance Committee receive Report No.09-16GC Strategic Plan Update and Appendix A, the draft 2016 Balanced Scorecard, for information. Carried

5.4 Terms of Reference Revisions & Governance Policy Review (Report 010-16GC)

Ms. Di Cesare summarized and provided context to this report noting some of the revisions made to both the Finance and Facilities and Governance Committee Terms of Reference

Discussion ensued about the following items:
• How policies are applied, how flexible they will be; principled versus rules based and how roles are operationalized within these policies.
• How changes to the current policy model will be tracked.

Dr. Mackie advised that in practice the Board has always been thoughtful in how policies are applied; to ensure transparency when designing these policies going forward staff will take the direction from the committee to ensure that policies are principle-based wherever feasible.

It was moved by Mr. Smith seconded by Mr. Helmer that the the Governance Committee:
1) Receive Report No. 010-16GC for information;
2) Recommend to the Board of Health approval of the revised Terms of Reference for the Governance Committee attached as Appendix A;
3) Recommend to the Board of Health approval of the revised Terms of Reference for the Finance and Facilities Committee (FFC) attached as Appendix B; and
4) Recommend that staff review, revise and develop Board of Health Governance Policies based on the proposed model in Appendix C.
Carried

5.5 Nomination and Appointment Process (Report 011-16GC)

Ms. Di Cesare summarized this report and outlined some of the recommended changes to the nominations and appointment process.

Discussion ensued about the following items:
• The provincial nomination process and the Ministry of Health and Long-Term Care’s request to seek socio-demographically diverse candidates who represent the population of Middlesex-London.
• The importance of skillset when considering candidates to balance the current Board complement.
• The inclusion of geographically diverse candidates in the recruitment process.
• The Board’s role in the nomination and appointment process as a filtering mechanism to get better performing candidates and participate in the selection process.

Following discussion, the committee agreed to have the Board involved in the recruitment process. The Chair of the Board of Health and the Chair of the Governance Committee will assist and consult on recruitment going forward.

It was moved by Mr. Helmer, seconded by Mr. Smith that the the Governance Committee:
1) Receive Report No. 011-16GC for information;
2) Approve the revised Nomination and Appointment Process;
3) Recommend the Board of Health conduct a skills inventory of its members; and
4) Recommend staff begin work with DiverseCity OnBoard to identify potential provincial appointees to the Board of Health.
Carried

Confidential

Due to time constraints, this item was deferred to the Board of Health in-camera session for discussion.

Other Business

 The next Governance Committee meeting is scheduled for Thursday, July 21, 2016 at 6:00 p.m.

Adjournment

At 7:08 p.m. it was moved by Mr. Smith, seconded by Mr. Helmer that the meeting be adjourned. Carried

TREVOR HUNTER
Chair

CHRISTOPHER MACKIE
Secretary-Treasurer