September 20, 2018 - Governance Committee Meeting - Minutes

Committee Members Present

Mr. Trevor Hunter (Chair)
Ms. Joanne Vanderheyden
Ms. Trish Fulton
Mr. Kurtis Smith

Regrets: Mr. Ian Peer

Others Present

Dr. Christopher Mackie, Secretary-Treasurer
Dr. Alexander Summers, Associate Medical Officer of Health
Ms. Elizabeth Milne, Executive Assistant to the Board of Health and Communications (Recorder)
Ms. Laura Di Cesare, Director, Healthy Organization
Mr. Jordan Banninga, Manager, Program, Planning and Evaluation
Ms. Kendra Ramer, Manager, Strategic Projects
Ms. Nicole Gauthier, Manager, Privacy, Risk and Governance
Ms. Maureen Rowlands, Director, Healthy Living

At 6:56 p.m., Chair Hunter called the meeting to order.

Disclosure of Conflict(s) of Interest

Chair Hunter inquired if there were any disclosures of conflicts of interest to be declared.

Mr. Hunter declared a conflict regarding item 4.2, and advised that Ms. Vanderheyden will take over as Chair when that agenda item is discussed and voted on.

Approval of Agenda

It was moved by Ms. Vanderheyden, seconded by Mr. Smith, that the AGENDA for the September 20, 2018 Governance Committee meeting be approved. Carried

Approval of Minutes

It was moved by Ms. Fulton, seconded by Mr. Smith, that the MINUTES of the June 21, 2018 Governance Committee meeting be approved. Carried

New Business

Ms. Di Cesare introduced the Committee to Ms. Kendra Ramer, Manager, Strategic Projects, and Ms. Nicole Gauthier, Manager, Policy, Risk and Governance, who will be taking over the Governance portfolio.

4.1 Ad Hoc Committee – Location Project (Report No. 010-18GC)

Mr. Hunter introduced the report and provided context. He also described how the ad hoc Relocation Committee would be helpful to guide the Location Project through to completion. Ms. Di Cesare added that this had been brought forward at the Finance & Facilities Committee as a verbal item earlier in the month.

Discussion ensued on the following items:
• Why the rules applied to this ad hoc committee in regard to committee composition were the same as those outlined in the Terms of Reference, and whether persons may participate who are not Board of Health members, such as community members or specialists.
• That if persons outside the Board were invited to participate on this committee, they should be ex-officio, non-voting members.
• Concern over striking the ad hoc committee now, and then repopulating it with new appointees in the new year.
• The difference, in terms of committee composition, between ad hoc committees and standing committees.

It was moved by Ms. Vanderheyden, seconded by Mr. Smith, that the Governance Committee:
1) Receive Report No. 010-18GC re: “Ad Hoc Committee – Location Project”; and
2) Recommend that the Board of Health approve the creation of an Ad Hoc Committee and the Terms of Reference for this Committee (Appendix A).
Carried

4.2 Board Development Activities (Report No. 009-18GC)

Ms. Vanderheyden took over as Chair at 7:10 p.m., as Chair Hunter had declared a conflict with regard to this item.

It was moved by Mr. Smith, seconded by Ms. Fulton, that the Governance Committee:
1) Receive Report No. 009-18GC re: “Board Development Activities” for information; and
2) Recommend that the Board of Health approve the Leading Through Transition/Change Management session delivered by Your Latitude as a Board development opportunity.
Carried

Mr. Hunter took over as Chair at 7:12 p.m.

4.3 Governance Policy Review (Report No. 008-18GC)

Chair Hunter introduced the report and walked the Committee through the following bylaws and policies. Ms. Ramer noted the key highlights of each policy, and discussion took place on some of them.

GB30 – Bylaw #3 [Section 6.3]
• Discussion ensued on electronic participation and voting in closed meetings under item 6.0 in the Board of Health bylaws.

G-205 – Financial and Organizational Accountability
• It was noted that a slight change in wording under “Procedure” was required.

G-290 – Standing and Ad Hoc Committees
• Discussion on the composition of the ad hoc committee and how long it will sit for (until the end of the Location Project). This is different from standing committees, which are re-elected at the start of each year.
• Whether the Finance & Facilities Committee Reporting Calendar has been approved or still needs go to FFC for approval.

G-340 – Whistleblowing

It was moved by Mr. Smith, seconded by Ms. Fulton, that the Governance Committee:
1) Receive Report No. 008-18GC re: “Policy Review” for information; and
2) Recommend that the Board of Health approve the new and revised governance policies as outlined in Appendix A.
Carried

Other Business

Next meeting: Thursday, November 15, 2018.

Adjournment

At 7:24 p.m., it was moved by Ms. Vanderheyden, seconded by Mr. Smith, that the meeting be adjourned. Carried

TREVOR HUNTER
Chair

CHRISTOPHER MACKIE
Secretary-Treasurer