Minutes - September 21, 2017 - Governance Committee

Meeting 

Committee Members Present

Mr. Trevor Hunter (Chair)
Mr. Ian Peer
Mr. Kurtis Smith
Ms. Maureen Cassidy
Mr. Jesse Helmer

Others Present

Mr. Michael Clarke, Board member
Mr. Marcel Meyer, Board member
Ms. Joanne Vanderheyden, Board member
Ms. Elizabeth Milne, Executive Assistant to the Board of Health and Communications (Recorder)
Ms. Laura Di Cesare, Director, Corporate Services

Chair Hunter called the meeting to order at 6:00 p.m.

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. Peer, seconded by Mr. Helmer, that the AGENDA for the September 21, 2017 Governance Committee meeting be approved. Carried

Mr. Smith arrived at 6:01 p.m.

Ms. Cassidy arrived at 6:03 p.m.

Approval of Minutes

It was moved by Mr. Helmer, seconded by Mr. Peer, that the MINUTES of the June 15, 2017 Governance Committee meeting be approved. Carried

Other Business

Policy Review (Continued)

G-360 – Removal and Resignation of Board Members

Discussion ensued on the following items:
• Whether the Board has the authority to remove Board members, or if the responsibility lies with the appointing body.
• That the policy is still pending a supplemental legal review.
• Whether Board members should be removed in open- or closed-session meetings.
• The Provincial reappointment process, and how the expiration of a term could be considered a resignation.

It was moved by Mr. Helmer, seconded by Mr. Smith, that the Governance Committee refer policy G-360 back to staff to consider expert opinions and for further review. Carried

G-380 Conflicts of Interest and Declaration

Ms. Di Cesare noted that this policy has been considerably revised and reviewed by legal counsel.

Discussion ensued on the following items:
• Scope of responsibility, which, as the policy currently reads, seems to fall largely on the Chair.
• That the onus should be on the individual, not the Chair.
• That staff should alter the paragraph where responsibility is placed on the Board Chair to determine a conflict of interest.
• That staff consider purchasing and keeping on hand a handbook that Board members and staff may reference when considering the declaration of a conflict of interest.
• The Annual Declaration form, when to circulate it each year, and removing bullet point c).

The Committee recommended altering the paragraph regarding the responsibility of the Board Chair to determine a matter of conflict of interest.

G-040 MOH/CEO Selection and Succession Planning

Discussion ensued on the following items:
• Further definition to define the scope of search and position criteria, which may differ in each succession-planning scenario.
• Composition of the Transition and Selection Committee, how the Committee will report to the Board, and how the Board will assist in defining search-criteria parameters prior to active candidate recruitment.
• That the Board, as part of its oversight of the Transition and Selection Committee, will assist in defining and approving the terms of reference, and that the Committee should report progress to the Board.
• The importance of ensuring that the Transition and Selection Committee’s membership should not include a majority of Board members.

The Governance Committee recommended that this policy be sent back to staff for further revisions.

In conclusion, the Governance Committee recommended that policies G-360, G-380 and G-040 be sent back to staff for further review.

4.2 Next Meeting: Thursday, October 19, 2017

Adjournment

At 6:39 p.m., it was moved by Ms. Cassidy, seconded by Mr. Helmer, that the meeting be adjourned. Carried

TREVOR HUNTER
Chair

CHRISTOPHER MACKIE
Secretary-Treasurer