A Board EvaluationHandbook

2011

M. Park & Associates

TABLE OF CONTENTS

1. Purpose

2. So what?

3. A Canadian Perspective?

4. Benefits of Board Evaluation

5. A Framework for Evaluation Objectives for evaluation Who evaluates? Who is evaluated? Techniques

6. Informing the Evaluation Process

7. Cases: Non-Profit The Corporate World

1. PURPOSE

The purpose of this workbook is to guide Boards – and their leadership – through the process of Board evaluation. The workbook provides a regulatory context, a framework for evaluation plus facts and, a discussion of the benefits of evaluation from a leadership and member perspective.

Case Studies for both the Corporate and non-profit worlds are provided for discussion.

2. EVALUATION

– SO WHAT?

Closer to the Truth

1:6 charities (12,000) spend more on administration than they do on the programs they offer

13% of Canadians and American’s have confidence in the way charities are governed

Governments across Canada have discharged almost all major voluntary Boards

Personal lifestyle enhancement Parallel Enterprises Resource Expansion Opportunities (not consistent with

Mission) Theft Mis-management of resources Sexual misconduct

Why Evaluate?

1. Legislation dictates:o NP- 58-201o Accreditationo Your insurer

2. To protect yourself3. To improve the functioning of :

o Your leadershipo Your colleagueso Yourself

4. To choose good candidates for the Board5. To assure your stakeholders that you are fulfilling your duties6. Circumvent whistleblowers

3. A CANADIAN PERSPECTIVE

- Dey (1994)- Saucier (2001)- TSX (2002)- NP 58-201 (3.18)

DEY & Evaluation (1994)o Improve stewardshipo Manage risko Plan for the futureo Be clear about performance expectations

SAUCIER & Evaluation (2001)“Beyond Compliance: Building a Governance Culture”

o Prove competenceo Ensure qualified people on Boardo Compliance with a code of conducto Focuses largely on the skills and competencies board members should

bring to the board

TSX (2002)Guideline 4

the committee responsible for appointing new directors also be charged with the responsibility for accessing directors on an ongoing basis

Guideline 5a process be put in place for evaluating the performanceof the Board, its committees and the contribution of itsindividual directors

58-201o regular Board, committee and member assessment regarding

effectiveness and contributiono ensure there are applicable job decisionso ensure that there is a statement of competencies and skills expected of

each director to bring to the board

4. BENEFITS OF BOARD EVALUATION

Benefits:o Better leaders as servanto Role Clarity between Board and Managemento More Collegiality and Teamworko Focused Accountabilityo Ethical Decision-Making o Transparencyo Better Board Functioning

THE LEADER AS A SERVANT To the Board:

o Leadership values and behaviours affirmed and encouragedo Helps leaders focus on team/board developmento Leadership evaluation demonstrates commitment to

members that improvement is critical

To the Board Member:o Commitment to improve the individual director

performance, and competenceo Sets a culture of competenceo Role model to the community

ROLE CLARITY BETWEEN BOARD AND MANAGEMENTTo the Board:

o Establishes distinction between Board/management ruleso Board describes management performance benchmarkso Board establishes acceptable risk boundaries for

managemento Establishes Board committee roles

To the Board Member:o Clarifies duties of Sr. Board memberso Establishes duties of individual memberso Clarifies performance expectations for individual members

COLLEGIALITY AND TEAMWORKTo the Board:

o Builds trust between Board memberso Encourages active participationo Develops a sense of ownership in decision makingo Sets a standard of performance o Sets an expectation for competenceo Ensures responsible recruitment

To Individual Board Members:o Encourages engagemento Clarifies individual expectations for performance

o Enables respect for performance

FOCUSED ACCOUNTABILITYTo the Board:

o Duties to stakeholderso Ensures board monitors the operation of the organizationo Ensures board monitors its duty to: clients, employees,

funders

To Individual Board Members:o Board members understand duties: fiduciary, care, loyaltyo Ethical conduct: confidentiality, free of conflict of interest

ETHICAL DECISION MAKINGTo the Board:

o Strategic focuso Identifies strengths and weaknesses of the Boardo Decision making: conflict of interest

To Individual Board Members:o Identifies areas where director skills need developmento Identifies areas where the director’s skills can be better

used

TRANSPARENCYTo the Board:

o Improves Board/stakeholder relationso Enhances trust – and prestige of – Board

o Builds trust between memberso Builds trust between Board and managemento Builds a culture of compliance

To Individual Members:o Builds personal relationships

BOARD FUNCTIONINGTo the Board:

o More efficient meetingso Better time managemento Ensures clear decision making

To Individual Members:o Saves timeo Enables engagemento Increases effectiveness

5. A FRAMEWORK FOR EVALUATION

Why evaluate?- ensure your objectives are clear – and are being met

Who will be evaluated?

What, in your performance, will be evaluated?

What techniques will be used to evaluate you and, your Board?

Do you care about the results?- ensure you use the results

Objectives of Board Evaluation

1. To examine performance in strategic planning, quality and risk management and transparency

2. To enhance Board member and leadership skills3. To assure stakeholders of the commitment of the Board to the

welfare of the organization/agency

Who is evaluated?

Who/By MemberLeadership

Sr. Mgmt Recruit

o The Board membero Board Leadershipo Sr. Mgmto Potential Recruito New Recruit

Who leads the Evaluation?Board / Governance Committee

NOMINATING COMMITTEEVice ChairPast Chair2 Corporate Members

o Develops a recruitment plano Develops a retention plano Leads Board member peer evaluation, Chair evaluationo Oversees the implementation of the development plano Orientationo On-going developmento Succession planning

Techniques

o Quick and dirty

o Introducing the concept

o You and the Board – Values where you are on the Board

o You and risk – a guide to good Board management

o How well do your (Board) leaders perform?

o Board progress – after a year

o Recruiting / You and the recruit

o What do you expect from your Management leadership

QUICK & DIRTYo Designed by Houleo Addresses performance perceptions of Board members of

each othero Touches on:

Working relationships Board : Board Board : Management

Policy Clear strategy Community connection

A Rating Scale for Boards

Characteristics How the Board RatesExcellent Good Average Fair Poor

1. The board should be made up of effective individuals who can supplement one another’s talents

2. the board should represent the interests that should be consulted in formulating policy

3. The board should be large enough to carry all necessary responsibilities but small enough to act as a deliberative group

4. The basic structural pattern (board, board officials, committees, executive, and staff ) should be clear

5. There should be an effective working relationship between the board and the executive and staff

6. The members of the board should understand the mission of the agency or association and how that mission is achieved by the program

7. The board should have a feeling of social ease and rapport

8. Each member of the board should feel involved and interested in its work

9. The board should formulate specific goals to guide its work

10. Decisions on policy should be made only after full consideration by all parties concerned with the decision

11. The board should be certain that effective community relationships are maintained

12. The board should have a sense of progress and accomplishment

Never been evaluated?How to introduce the conversation…

Sampling Board Status and Performanceo Not a complete checklist!o Used to introduce the conversation of Board evaluationo Results discussed with the Board to promote discussion

1. Do board members have job descriptions?

2. Are prospective board members told that they may be expect to:make a personal contribution yes _____ no _____

unknown ____ask others for money yes _____ no _____ unknown

____serve on a fund-raising committee yes _____ no _____

unknown ____sell tickets to a fund-raising event yes _____ no _____

unknown ____

3. Which of the following statements best describe board meetings? Check all that apply.____ fun ____ interesting ____ boring ____ too long ____ about the right length ____ too short ____ move briskly ____ move at a snail’s pace

____ most members participate in discussions ____ a few members tend to dominate discussions ____ members feel free to express ideas and opinions members are

____ reluctant to speak up

4. At the last two board meetings, how many times did someone raise a questions about the relevance of an issue to the organization’s mission? never ____ once or twice ____ often ____

5. If a staff member other than the executive comes to you with a complaint, do you know what to do?yes ____ no ____

6. Which of the following statements best describe the communications the board receives from the chief executive? Check all that apply.____ too much information ____ just the right amount of information ____ too little information ____ sometimes information is irrelevant ____ communications are unclear and without direction ____ communications are mixed ____ the executive prefaces communications with a statement regarding its purpose

7. Which of these characteristics apply to the majority of board members? Check all that apply.____ zealously committed to the organization’s mission ____ loyal to the organization and its cause ____ strong interest in board activities ____ probably concerned about the organization and its mission but not overly expressed ____ uneven display of interest in board activities

8. Which of the following statements best describe board committee activity? Check all that apply.____ members serve on two or more committees ____ members serve on one committee ____ members choose the committee on which they will serve ____ members are assigned to committees ____ there are too many committees ____ there are just the right number of committees ____ more committees are needed

____ committees don’t do much ____ committees do too much

9. The board has an annual work plan that outlines what it intends to accomplish over the next year, the decisions it needs to make, and a time frame.yes _____ no _____ unknown ____

10. Are minutes of the last meeting and an agenda for upcoming meetings sent out in advance?yes _____ no _____ unknown ____

11. Are board members generally knowledgeable about the community, particularly changes in the social, economic, and political environment that may impact the organization?yes _____ no _____

12. Which of the following statements best describes the climate of the board? Pick one.____ cool____ stormy____ foggy____ hot____ clear and bright

____ cloudy with occasional showers____ fresh breezes____ other

Follow-up instructions: Discuss the responses to each question and determine whether no improvement is needed, a minor adjustment / improvement is needed, or some major change is required. After determining the necessary changes, establish a time frame for accomplishing them.

Values

o Focuses more clearly on individual member perspectives

o More specific to Board : Board relationships

Your Values and the Board’s (Circle rating)1. Board’s purpose

I’m uncertain 1 2 3 4 5 I’m Clear

2. Board membership

I’m out 1 2 3 4 5 I’m in

3. Communications

Very guarded 1 2 3 4 5 Very open

4. Board goals

Set from above 1 2 3 4 5 Emerged through Board interaction

5. Use of member’s skills

Poor use 1 2 3 4 5 Good use

6. Support

Little help for individuals 1 2 3 4 5 High level of support for individuals

7. ConflictDifficult issues are avoided 1 2 3 4 5 Problems are discussed openly and directly

8. Influence on decisionsBy few members 1 2 3 4 5 By all members

9. Risk takingNot encouraged 1 2 3 4 5 Encouraged and supported

10. Working on relationships with othersLittle effort 1 2 3 4 5 High level of effort

11. Distribution of leadershipLimited 1 2 3 4 5 Shared

12. Useful feedbackVery little 1 2 3 4 5 Considerable

Operational Evaluation

Focuses on formal structures:o Committee Terms of Referenceo By Lawso Organizational Chartso Specifics of Board member performance and conducto Understanding jobs and duties in a formal sense

HOW GOOD IS THE BOARD?SELF-EVALUATION

1. Corporate Organization Yes No

1.1 There is a statement of values to guide the Board’s work.

1.2 The Board has annual goals and objectives. 1.3 The Board’s committees have annual objectives linked to Council’s goals.

1.4 These are written by-laws. 1.5 A conflict of interest policy is established. 1.6 A confidentiality policy is established. 1.7 Boards’ values, by-laws and letters patent are reviewed annually.

2. Board Processes

2.1 There is a budget development process. This process includes an estimate of Council time required as well as staff time.

2.2 There is an organization chart for: the Corporation. 2.3 There is an organization chart for: the Board. 2.4 There are job descriptions for Board members. 2.5 There are job descriptions for officers. 2.6 There is a governance policy development plan. 3. Board Members’ Development

3.1 Board members attend annual conventions. 3.2 Board members have indicated professional development.

3.3 Board members have an orientation program outlining:

• Governance activities• Government’s directions• Health Status issues in the community

4. Board Committees have written terms of reference 5. The Board receives regular reports on program/service activities

6. Board actively participates in the identification and development of programs consistent with its mandate.

7. All Board members regularly attend meetings. 8. Board is aware of and involved in quality assurance and risk management programs.

9. Board is involved in the development of the annual Operating Plan.

10. Board members have a community focus. 11. Board members tolerate new ideas. 12. Board members meet with the Corporate membership regularly.

13. Board members have been recruited form the Corporate membership.

14. Board members take an active interest in the work of the membership.

15. Board members can represent the interests of the community of the Board.

Taking Stock of Your Position- a Self Evaluation

o For a Board member’s personal use

o A prompt to help the Board member focus a sense of unease

o Issues identification by a (new) Board member for discussion with a mentor

o Issues identification by a seasoned Board member for discussion with the Board Chair

o Leads to the development of a Board Development strategy

Are you at risk?

Yes No1. Was there an orientation program organized before your first

meeting?

2. Is there an orientation manual for: The Board The Committee to which you are appointed?

3. Do you have a job description Board Officer Committee Chair Board Member Committee Member

4. Are there continuing education opportunities through the: Board Association

5. Do you know (and speak with) The auditor Legal counsel The insurer

At least twice annually?

6. Do you… Understand the agency’s

o Missiono Vision

Commit to the agency’s work Understand (and scrutinize) all financial matters Monitor and evaluate the effectiveness of the

agency’s programs Attend and actively participate in Board meetings Keep Board discussion confidential Abstain from Conflicts of Interest

Recommend policy Promote membership in the agency Take part in all regular evaluations

o Leaderso Programs

Establisho Goalso Objectiveso Priorities

For the agency

7. Is your Board accountable to: Funders Clients The community Partners

8. Are there accountability guidelines?

9. Do you respect your membership by: Consulting them on strategic matters Communicating with them regularly Educating them about trends, issues and programs Using them as a recruiting base for your board Giving them meaningful work

10.Do you know the relevant legislation under which you operate?

11.Do you know the agency’s quality parameters

12.Do you know the agency’s risk benchmarks?Do you agree with these?

Is your Board controlled by (a few) dominant personalities?

This provides mechanism for problem identification

Board Development Rating Scale – Self-Assessment ToolsRating Board DevelopmentHow do you feel about your Board’s progress? (Circle rating)1. Board’s purpose

I’m uncertain 1 2 3 4 5 I’m Clear2. Board membership

I’m out 1 2 3 4 5 I’m in3. Communications

Very guarded 1 2 3 4 5 Very open4. Board goals

Set from above 1 2 3 4 5 Emerged through Board interaction5. Use of member’s skills

Poor use 1 2 3 4 5 Good use6. Support

Little help for individuals 1 2 3 4 5 High level of support for individuals7. Conflict

Difficult issues are avoided 1 2 3 4 5 Problems are discussed openly and directly8. Influence on decisions

By few members 1 2 3 4 5 By all members9. Risk taking

Not encouraged 1 2 3 4 5 Encouraged and supported10. Working on relationships with others

Little effort 1 2 3 4 5 High level of effort11. Distribution of leadership

Limited 1 2 3 4 5 Shared12. Useful feedback

Very little 1 2 3 4 5 Considerable

How good are your leaders? Board Committee Task Force

LEADERSHIP SKILLS INVENTORY AND SELF-ASSESSMENT CHECKLISTSample Leadership Behaviours

Not Sure – 1 Sometimes – 2 Usually – 3 Always – 4

(S)He is able to maintain focus and perspective on issues

1 2 3 4 (S)He is comfortable walking about, talking with staff and clients.

1 2 3 4

(S)He keeps himself current on healthcare trends and governance, sometimes through conferences & seminars.

1 2 3 4 (S)He encourages the use of best practices.

1 2 3 4

(S)He attends Board & Committee meetings regularly.

1 2 3 4 (S)He has fun as Chair, and allows others to do the same.

1 2 3 4

(S)He recognizes his/her role as the leader of a governing group.

1 2 3 4 (S)He can give and receive “thank you’s” graciously

1 2 3 4

(S)He tailors his/her communication style to the needs of the message and audiences.

1 2 3 4 (S)He uses humour, appropriately.

1 2 3 4

(S)He is ethical in his/her relationships and decisions.

1 2 3 4 (S)He maintains positive personal and professional relationships.

1 2 3 4

(S)He amends his/her leadership style to suit the task at hand.

1 2 3 4 (S)He markets the organization positively to its public.

1 2 3 4

(S)He listens to, and appreciates the perspectives of others.

1 2 3 4 (S)He is an effective agent of change.

1 2 3 4

(S)He empowers others and reduces barriers for them to act.

1 2 3 4 (S)He takes, and can give direction.

1 2 3 4

(S)He delegates, and allows people to learn from mistakes.

1 2 3 4 (S)He challenges the “status quo” as needed, and with diplomacy.

1 2 3 4

(S)He can both lead and follow within teams/work groups.

1 2 3 4 (S)He is an ambassador of the Mission, Values, and Beliefs or the organization.

1 2 3 4

(S)He routinely describes the Vision and goals of the organization.

1 2 3 4 (S)He is available, accessible, approachable and affable.

1 2 3 4

(S)He resolves conflict with positive and sustained results.

1 2 3 4 (Chair) (S)He connects with the membership of the Corporation

1 2 3 4

(S)He represents the interests of the organization to:

the community the politicians the funders

1 2 3 4 (S)He engages the assistance of the:

auditor solicitor insurer

1 2 3 4

Succession PlanningQuestions to ask…

the Board the Recruit

NOMINATINGRecruitment What does Board need? What does candidate have?

Skills in governance

Background/Experience

Interests

Community contacts

Retention What will the Board do to keep this candidate?

What does candidate need?What will candidate do?

Development

Evaluation

Attendance

Respect-assignments

Development Can the candidate lead? Will the candidate lead?

Organizational needs

Interests

Board What does membership on the Board mean/

Does the candidate have a career path within the agency’s governance structure?

Questions to ask…

1. Does management provide sufficient information?

2. Is there an orientation?

3. Do you have a reference manual?

4. Do Board members take their role seriously?

5. Is there Board turnover?

6. Is the group diverse and inquisitive?

7. What range of expertise do they have?

8. Conflict of Interest? Regular Board evaluations?

9. What is the role of the Corporate membership?

10.How are Board members selected?

11.How are committee members selected?

12.What is the level of involvement of legal counsel and auditors?

13.Are there any pending disagreements between the solicitor OR the auditor?

14.Does the agency have a strategic plan?

Role of CEO

Managing resourceso Financialo Staff

Managing qualityo Risk

Managing corporate reputationo Stakeholder relations

Role of Auditor

GAAP Review of Financial Policies and Procedures Review of Board motions Program value and value for money

EXECUTIVE DIRECTORPerformance Appraisal Form

NOTES:Before completing this form, each member of the Board and the Executive Director should have a copy of the following:

Statement of Values, Vision & Beliefs Executive Director Position Description (from Bylaws)

This form should be completed independently by each member of the Executive Committee and the Executive Director.

1. In relation to the position duties, what does the Executive Director do well?

(Explain using example)

2. How effective is the incumbent in his/her contact with the following:(Use examples where possible)

Board members Key Stakeholders (funders, local politicians, partner agencies) Staff I) Management

II) Operational General Public Media

3. How effective is the Executive Director in implementation of change in the agency?

4. How effective is the Executive Director in ensuring that the agency meets its operational & strategic directions?

5. How effective is the Executive Director in working within the Board’s risk parameters?

6. How effective is the Executive Director in assisting the agency to meet its objectives?

Financial Strategic Risk Quality

7. How effective is the Executive Director in keeping Board members informed of current developments in the industry which may impact on the agency? (Use examples)

8. What additional areas of interest could be explored for utilizing Executive Director’s special skills?

9. To more effectively perform all job functions, in what area does the Executive Director need training development?

10. What development action is being taken, or is planned to address the areas identified above?

6. INFORMING THE EVALUATION PROCESS

Board Code of Conduct

Strategic Plan

By Laws

Risk Strategy

Annual Report & Corporate Social Responsibility Statement

Code of Conduct

Behaviours (Saucier)

Conflict of Interest

Confidentiality

Transparency

Communications

Access to Information

Form 8Sample Board Code of ConductPurposeThe hospital is committed to ensuring that in all aspects of its affairs it maintains the highest standards of public trust and integrity.

ApplicationThis Code of Conduct applies to all directors, including ex-officio directors and non board members of board committees. Directors are also required to comply with the hospital’s policy on Ethics and Standards of Business Conduct, which applies to employees and professional staff.

Directors’ DutiesAll directors of the hospital stand in a fiduciary relationship to the hospital corporation. As fiduciaries, directors must act honestly, in good faith, and in the best interests of the hospital corporation.

Directors will be held to strict standards of honesty, integrity and loyalty. A director shall not put personal interests ahead of the best interests of the corporation.

Directors must avoid situations where their personal interests will conflict with their duties to the corporation. Directors must also avoid situations where their duties to the corporation may conflict with duties owed elsewhere.

In addition, all directors must respect the confidentiality of information about the corporation.

Best Interests of the CorporationDirectors must act solely in the best interests of the corporation. All directors, including ex-officio directors, are held to the same duties and standard of care. Directors who are nominees of a particular group must act in the best interests of the corporation, even if this conflicts with the interests of the nominating party.

ConfidentialityIt is recognized that the role of director may include representing the hospital in the community. However, such representations must be respectful of and consistent with the director’s duty of confidentiality. In addition, the chair is the only official spokesperson for the board. Every director, officer and employee of the corporation shall respect the confidentiality of information about the hospital whether that information is received in a meeting of the board or of a committee or is otherwise provided to or obtained by the director.

A director is in breach of his or her duties with respect to confidentiality when information is used or disclosed for other than the purposes of the hospital corporation.Form 8Sample Board Code of ConductBoard SpokespersonThe board has adopted a policy with respect to designating a spokesperson on behalf of the board. Only the chair or designate may speak on behalf of the board. The CEO, or the Chief of Staff or their designates may speak on behalf of the organization.

No director shall speak or make representations on behalf of the board unless authorized by the chair or the board. When so authorized, the board member’s representations must be consistent with accepted positions and policies of the board.

Media Contact and Public DiscussionNews media contact and responses and public discussion of the hospital corporation’s affairs should only be made through the board’s authorized spokespersons. Any director who is questioned by news reporters or other media representatives should refer such individuals to the appropriate representatives of the corporation.

Respectful ConductIt is recognized that directors bring to the board diverse background, skills and experience. Directors will not always agree with one another on all issues. All debates shall take place in an atmosphere of mutual respect and courtesy.

The authority of the chair must be respected by all directors.

Corporate Obedience – Board SolidarityDirectors acknowledge that properly authorized board actions must be supported by all directors. The board speaks with one voice. Those directors who have abstained or voted against a motion must adhere to and support the decision of a majority of the directors.

Obtaining Advice of CounselRequest to obtain outside opinions or advice regarding matters before the board may be made through the chair.

AmendmentBoard of Directors approval.

Approval Date:

Last Review Date:

CORPORATE GOVERNANCE

CODE OF CONDUCTNorth American Palladium’s reputation and success are due largely to the integrity and competence of the people who conduct its business. Every officer and employee of North American Palladium is a representative of the Corporation in his or her relationship with others including suppliers, contractors, customers, other employees, governments, investors, competitors and the general public.

North American Palladium expects all employees to adhere to the highest standards of personal and professional integrity and to avoid any conduct that might reflect unfavourably upon them, other employees or upon the Corporation. The Corporation’s business goals are important and demanding but these goals must be achieved honestly and ethically.

With these qualifications in mind, the management of North American Palladium has adopted the attached Code of Conduct which sets forth the standards of behaviour that the Corporation and its subsidiaries require of their officers and employees. Action or failure of action, in contravention of the Code may be considered as unauthorized and outside the course of employment, and North American Palladium Ltd. will not indemnify the officer or employee for his or her costs that arise out of such conduct.

Employees are encouraged to discuss the application of this Code to specific business circumstances with, and are required to report any contravention of the Code to, the President or the Secretary of North American palladium or the Chairman of the Audit Committee.

Risk Perspectives

VariablesThreatVulnerabilityImpact

Risk Areas (to consider) Professional Code of Ethics Economic (Going concern status) IT (access, disclosure, disruption, perusal, destruction) IT (assurance of integrity: fraud, forensics) Financial (transparency, valuation) HR (OH&S, preparedness) Healthcare (procedure, information, transfer, medication

reconciliation)

7. CASES

CASE: BOARDS AND STAKEHOLDERS

Most hospitals in Ontario are governed by a board that determines policy and appoints a CEO to run the hospital. The hospital corporation, which is analogous to the shareholders of a public business, elects the board members and approves bylaw changes proposed by the board. In about 60 per cent of Ontario hospitals, members of the public can join the corporation for a small fee or a donation.

In recent years, typically in response to threatened cuts in service, concerned citizens have joined their hospital corporation and become much more active and outspoken. Whereas hospital corporations’ annual meetings in the past tended to be sleep affairs in which the board’s recommendations were passed routinely, sometimes by a single symbolic vote by the CEO, meetings today are increasingly acrimonious.

Corporation members often consider their hospital board a self-perpetuating oligarchy. They want democratic input, including a fee vote to determine board membership, to ensure that the board is representative of, and answerable to, the community.

Boards prefer that their nominating committee select a slate of new board members according to the board’s own criteria, without a vote. Hospital boards often think that they represent the community, while the corporation membership is a “special interest” group.

Community groups may not understand that Ontario hospital boards serve two masters: the Ministry of Health and the local community. The board chair and the CEO are required to sign an accountability agreement with the Ministry and must submit regular reports.

Hospital boards, corporations and community groups must find ways to work together in the best interests of the citizens they serve, rather than continuing to do battle over governance issues. Health-care dollars should not be wasted on litigation between them.

Over the summer, three Ontario hospitals underwent major disruptions after community members organized to express their displeasure with the board and management of their local hospital.

In Orillia, more than 200 citizens joined the hospital corporation to put their own candidates on the board and overthrow the board chair and CEO. After months of struggle, the board chair and CEO resigned.

In Alliston, the “Committee of Concerned Citizens” made the board resign. A government appointed supervisor will review local service issues.

In Scarborough, the “Save the Grace” coalition won its court case against the board after a protracted legal battle, and the government appointed a supervisor to take over.

In Scarborough, corporation memberships expire in July but the board delayed processing new applications until the following spring. The Superior Court of Justice ruled that the board had misunderstood its powers and acted unfairly. In Orillia, the board changed the date of its annual meeting to prevent new members from voting. Public pressure forced it to reverse this decision.

What do Boards represent?What should Boards do better to represent their stakeholders?

CODE OF CONDUCT

A judge has ordered trustee Oliver Carroll be removed from Toronto’s Catholic school board after finding him guilty of conflict of interest charges. The ruling released yesterday is the latest embarrassment for the beleaguered Toronto District Catholic School Board, which was taken over by a provincially appointed supervisor following a scandal over trustee expense abuse.

At a meeting when trustees voted 8-4 to endorse Angela Kennedy as chair over incumbent Catherine LeBlanc-Miller, Carroll is alleged to have said “f--- you” to LeBlanc-Miller and made a thumb-sucking gesture at Trustee Maria Rizzo, who yelled that he only bullies females because he doesn’t “have the balls” to go after men.

Supervisor Norbert Hartmann was so bothered by trustee behaviour, he refused to allow the board to have any chair at all for the time being.

Carroll, meanwhile, faced 10 conflict-of-interest offences, with one coming when Carroll introduced a motion for the board to pay defence costs of trustees charged with conflict of interest, Ontario Superior Court Justice Jane Kelly ruled.

Last May, while serving as chair of the board’s budget committee, Carroll welcomed a fellow trustee’s proposal to ban teacher layoffs despite declining enrollment and the need to reduce an $11 million deficit. Carroll’s daughter had recently taken a job with the board. His son had just earned his teacher’s certificate and applied to be on the list of approved supply teachers.

“Justice Kelly found 10 different contraventions of the act and said they were serious,” said Catholic ratepayer Michael Baillargeon, who lodged the complaint. “This is the biggest decision affecting a trustee since the act was proclaimed in 1972.”

The judgment allows Carroll to run in the next election, 21 months from now.

Carroll said he will appeal.