CHATHAM KENT HOSPICE GOVERNANCE COMMITTEE MEETING …€¦ · CHATHAM KENT HOSPICE GOVERNANCE...

CHATHAM KENT HOSPICE

GOVERNANCE COMMITTEE MEETING MINUTES MEETING TITLE GOVERNANCE COMMITTEE

DATE Wednesday, OCT 16, 2018, 5:00 PM

MEETING CALLED BY Committee Chair

CHAIR/FACILITATOR Jennifer Wilson

RECORDER Lisa Gales

ATTENDEES Dave Macko, Jennifer Wilson, Ron Middel, Sue McLarty, Margaret Anderson

ADMINISTRATION Christine Elliott, Jessica Smith

Guest None

Regrets Toni Rivard, Holly Gawne

TOPICS DISCUSSION CONCLUSION:

MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

1. Welcome Jennifer Wilson called the meeting to order, and regrets from Holly

Gawne and Toni Rivard were noted.

2. Approval of the

Agenda

Motion: Moved by Sue McLarty and seconded by Ron Middel, to

approve the agenda as presented. Carried.

MOTION

3. Conflict of Interest

Declarations

None Noted

4. Consent Agenda Motion: Moved by Margaret Anderson seconded by Dave Macko

to approve the Consent Agenda of Oct. 16, 2018 meeting including

minutes of Sept 19th, 2018 and Board Meeting Evaluations from

May. 24 & Sept 27, 2018 Board Meetings. Carried.

MOTION

5. Governance

Committee TOR

Committee reviewed the amended Terms of Reference with

specific attention to edits and requested the following changes

below.

1 CHATHAM KENT HOSPICE INC. GOVERNANCE COMMITTEE-OCT 16, 2018

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MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

Under Composition

• First point remove (the second as alternative chair in the

absence)

Discussion on the Vice Chair not always being a Director, can come

from membership.

Discussion on if we have need for a director to be the alternate

chair

• Add Executive Director (Ex-Officio)

Under Quorum

Discussion that ED is part of Committee Composition but not a

requirement for Quorum. If meeting without ED or Designate

present the pkg. would still be reviewed by them in advance for

comment prior to meeting

Motion: Moved by Ron Middel and seconded Sue McLarty, to

recommend the revisions to CKH-TOR3-Governance Committee

Terms of Reference to the Board for approval. Carried.

MOTION

6. Committee

Evaluations

Review of Standing Committee Annual Evaluation Tool

Under Community Effectiveness

• Grammar edits in chart should include removing the capital

off (C)hairs and off (M)eetings and make them small

Annual committee evaluations should be put onto coloured paper

and results would be returned to the Board Chair.

Motion: Moved by Margaret Anderson and seconded Sue McLarty,

to have approved Standing Committee Annual Evaluation Tool for

use by the committees. Carried.

MOTION

7.Board Evaluation Committee reviewed the Board Evaluation template and discussed

Education topics listed.


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MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

Under Education & Support

• section - E Strategic Thinking should also include Decision

making.

Ensure this is added in work plan for completion in February. Send

to Jennifer Wilson in January for review.

Jennifer Wilson will report to the Board on the completion of the

annual evaluation tool and that it will be utilized in February.


to utilize the amended Board Evaluation tool in February. Carried.

MOTION – not in

consent agenda

8. Director

Evaluation

Jennifer Wilson explained benefits of Peer to Peer Reviews and

provided samples for committee to consider. Discussion from

committee revolved around time and workload impact. Majority

liked the YMCA sample as it seems easier to complete and not as

heavy. It would only be completed by second year, first term

members. The committee decided to move forward with YMCA

style to be completed and sent to Board Chair.

Section 1 – yes

Section 2 – yes worth trial. Will be discussed at the Board Meeting.

Section 3A - can be used by the Chair during the Director

conversations.

Section 4A-Skills Matrix could be utilized in January following the

Officer Recruitment Principles policy.

Board Chair can work with Past Chair to review

Follow-up after to see if they felt it was time well spent.

ACTION

Add to Section 2 to

Board Mtg agenda to

explain to the directors

the purpose and the

benefits of the

evaluation and its future

use.

9. Director Education Committee reviewed the Education Topics listing as presented. It

was suggested to hold “Good Governance” topic till Spring with

possibility of David Hartley opportunity. Add Outreach


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MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

Programming as a trial and have Caress come to present at a Board

Meeting. Also add Financial Statements topic as well.

ACTION Christine/Lisa – update

education topic list

10. HPCO

Accreditation

Committee members received an Accreditation document with the

Governance, Administration and Quality Standards for review. The

standards that the committee are responsible to oversee have been

added to the work plan.

11. Governance

Definitions

Committee reviewed list of Governance definitions used and

decided to add the following with definitions

• Fiduciary

• Acumen

• Strategic

• In Camera

• Generative

Ron & Jennifer to send Christine definitions.

• Currently Ex-officio matches By Laws. This should be looked

at before AGM if wanting to make change.

• Telephonic/Electronic Meetings requires edit in last part of

sentence. Take out “and” before Director.

• Arms Length – add “at” before arms length

• Regrets/Absences – remove second paragraph. In first

sentence add “and/or” where it says given to the

chairperson and ……

• LOA put (LOA) in brackets after first time using Leave of

Absence in beginning of statement and then follow up with

short form throughout. Any other terms within document

can be edited this way as well.

Split into two documents. One covering Governance Terms and one

for Roles of Committees.

ACTION

ACTION

Christine – update guide

Christine – update guide


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MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

12. Policy Review

Schedule

G1 Board Confidentiality – references to St. Andrew’s discussed.

Decision that this should be left in. #3 add an “s” to affiliate on

second last line. Item 1d add “&Committee” to at Board (here) ….

Information will remain confidential. Item 1f add residents, families

and clients to the list.


to recommend the amendments of CKH-G1-Board Confidentiality

to the Board for approval. Carried.

G2 Conflict of Interest

Reverse the order as listed

Motion: Moved by Sue McLarty and seconded Margaret Anderson,

to recommend the amendments of CKH-G2-Board Conflict of

Interest to the Board for approval Carried.

G3 Attendance

Under Policy #3. Attendance rate at “minimum of 75%”

Under Procedure #2 Change Directors to Members.

• Check who can remove a Director?

Under Leave Of Absence #1 change 2 weeks to “as soon as

practical”. Remove #3, Remove #4, Remove #6. Add responsibility

of LOA member to get up to date when returning (use wording

from definition)

Deferred to the next meeting.

G9 Principals of Board Policies

G13 Director Orientation & Checklist

MOTIONS

MOTIONS

ACTION


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MOTION/ACTION

/FOLLOW UP

ACTION ITEMS:

WHO/WHAT

13. Committee Work

Plan

Review and update as items completed

Jennifer will work with Christine to update timelines for HPCO

items added to work plan and will come back to the committee for

review.

ACTION Christine/Jennifer

13. Annual Board &

Committee

Documentation

Deferred

13. Next Meeting The next Governance Committee meeting is scheduled for

Wednesday, November 14, 2018.

9 Adjournment Motion: Moved by Sue McLarty, seconded by Margaret Anderson

to adjourn. Carried.

MOTION


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Page 1 of 2

Participants 7/8 8/10 4/9 6/6 14/14 14/14

Nov.23,

17

Jan.25,

18

Mar.2

2,18

May24,

18

Sep.13

,18

Oct.25

2018

1

Meeting Preparation: The

Board package was distributed

in a timely manner. This helped

me prepare for the meeting

giving me sufficient notice.

9.5 9.5 9.0 9.5 9.8 9.6

2

Meeting Preparation: The

content of the Board package

was accurate, complete, easy to

read and understand and

contained the necessary

information for the meeting

9.7 9.5 7.5 9.7 9.4 9.1

3

Meeting Effectiveness:

Leadership of the Chair: The

Board Chair managed the

meeting in an effective manner,

providing for reasonable input

of the Board.

9.4 9.4 8.8 9.7 9.6 9.6

4

Meeting Effectiveness :

Satisfaction with the use of my

time: As a Board member I felt

that my time at the meeting was

used effectively and valued.

9.7 9.0 8.8 9.5 9.7 9.6

5

Meeting Appropriateness – I

am satisfied the items on the

agenda were relevant to the

focus of the board work of

Chatham-Kent Hospice.

9.7 9.1 8.8 9.7 9.8 9.6

OVERALL AVERAGE 9.6 9.3 8.6 9.6 9.7 9.5

CHATHAM KENT HOSPICE INC.

BOARD MEETING EVALUATION FEEDBACK

AVERAGE RATING

7.8

8.0

8.2

8.4

8.6

8.8

9.0

9.2

9.4

9.6

9.8

Nov.23,

17

Jan.25,18 Mar.22,18 May24,18 Sep.13,18 Oct.25

2018

Overall Meeting Average

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COMMENTS

May 25, 2017

one evaluation returned with N/A for rating of #1

no other comments

January 25, 2018

Even though it took extra time, I appreciate the fact that the chair did not rush either the staff introductions or the

reflection, well done

Why does this mtg start at 4pm when others start at 5pm?

March 22, 2018

No need to print everything

Budget was well presented, allowed lots of time for discussion

24-May-18

Would like to see the agenda & relevant documents added to the meeting invite as attachments rather than sending in email. This is an effective way for people to find the information without an extra email and just an updated invite.

Sept. 13, 2018

Move this evaluation to online

Good info presented & discussedThe meetings flow nicely and stay on track. Effective use of time

Very informative & on trackGreat Job!

Great Meeting

You did great Dave!

October 25, 2018

Meeting preparation received a 2- the governance package was incomplete

Meeting is well run and I feel my time is valued

Happy to be able to join by phone when away was a bit hard to hear everyone however a good option to participate in the

meeting.

Would have liked to have reviewed the strategic plan in advance

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CHATHAM KENT HOSPICE INC. BOARD OF DIRECTORS MANUAL

Subject: Quality Committee Terms of Reference

Section: Governance

Terms of Reference Number: CKH-TOR8 HPCO Standards: TBD

Effective Date: Reviewed: Sept. 11, 2018

Revised: Oct. 9, 2018

Role:

• To ensure Chatham Kent Hospice delivers quality compassionate care inaccordance with current standards, and is a healthy place to work andvolunteer.

Responsibilities:

1. Ensure the appropriate standards of operation are in place as outlined inaccordance with Hospice Palliative Care Ontario (HPCO) and legislation.

2. Review indicators that measure quality of care, risk management, unusualoccurrences and feedback.

3. Advise and make recommendations using reporting tools to the Board ofDirectors of Chatham-Kent Hospice on all of the above matters.

Committee Composition

• At a minimum 1 of the Board of Directors, one of whom shall be the Chairof the Committee

• 3-7 Community Members

• Ex Officio Memberso Board Chairo Executive Directoro Lead Physician (or their designate)

The committee will appoint a Vice Chair from the membership at the first meeting of the committee after the AGM

Community members are not members of the Board, or employees of Chatham Kent Hospice, and will be appointed to the committee for a term of up to three years, and shall have a vote.

Committee members are expected to attend all meetings of the committees to which they are assigned.

Chatham Kent Hospice Inc.

Quality Committee Terms of Reference 1 of 2

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It is recognized that committee members may be unable to attend some meetings due to conflicts with other commitments or other unforeseen circumstances. An attendance rate of 75% is acceptable. Where a committee member fails to attend 75% of the meetings of the committee in a 12 month period, or is absent for three consecutive meetings, the Chair discusses the reasons for the absences with the member directly, and may then call a vote by the committee to determine that members’ continued status on it.

Quorum

Quorum for the committee shall be 50% of the Members of the committee, one of whom shall be an elected Director and at least one of the Clinical resources

Staff Resources (shall not have a vote)

• CKH Care Manager (or their designate)

Accountability:

Reports to the Board of Directors through the Committee Chair

Meetings

Meetings will be held at the call of the Chair. Meetings will follow Herb Perry’s Rules of Order.

Professional Support:

If required, the Committee shall be supported by Administration who shall be Secretary of the Committee, but shall not be a voting member. The role of the Secretary is to support the committee during the process, including minutes of meetings.

Date Revision Effective Sept. 18, 2017 New Terms of Reference, reviewed by Gov-

Nov-2017 January 25, 2018

Sept. 11, 2018 Reviewed by Quality Committee, moved quorum from the heading of Committee Composition, added the requirement to elect a VC. Recommend to clarify quorum-changed clinical to resources, and confirming a clinical resource (clinical staff or the Lead Physician) is in attendance for quorum for a meeting.


Quality Committee Terms of Reference 2 of 2

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S:\ST_Andrews\HOSPICE ADMIN\Hospice Governance Committee\EDUCATION\2018-2019-Education Calendar

Chatham-Kent Hospice Governance Committee

2018-2019 Education Calendar

Se

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TopicLeadership Succession-teach the process

Good Governance

When staff or Board members attend a conference, and education piece of items

Quality-Dashboard

Live Discussion Board Evaluation-(Instant)

Determine Strat Planning Monitoring Device

Accreditation-HPCO

Foundation

Finance Statements

Outreach Programs

Quality Dashboard

Understand better funding statements

What are secondary/outpatient services that other hospices offer?

Basics on Boards & How they operate-both Board and committee members

Collaborate with other not for profits or hospices to learn more about best practices in

governance, Board development and community partnerships-either through a

conference (HPCO) or seminar type of approach.

Establishing reporting mechanisms that give the board the information they want and

need to hear from the committees-example-dashboard from the Foundation, scorecard

that a quality committee might submit

Completed by target

In progress, but not completed by target

Not in progress and not completed by target

1.1

1.4

1.11

1.7

1.6

Sta

tus

1.8

1.10

1.9

1.12

1.14

1.15

1.3

1.13

1.5

1.2

1.16

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SUBJECT: Director Orientation SECTION: Governance

POLICY NO: CKH-G13 HPCO Standard: A 1.1r

EFFECTIVE DATE: March 22, 2018 REVIEWED: Oct. 16, 2018 REVISED

Policy

1. Every Director is expected to participate in an orientation process.

2. New Directors are legally responsible to carry out their duties from the day they are

elected or appointed to the Board of Directors. New Directors must be oriented to the

Chatham Kent Hospice Inc., current hospice issues and their role as a Director.

Procedure

1. The Board of Directors delegates responsibility to the Governance Committee for

orientation of new Directors.

2. Orientation will take place in a timely manner as soon as possible after the appointment

of a Director and will include:

i) Orientation to Chatham Kent Hospice as a health care provider of services in theregion; and an overview of Board and individual Director Governance roles and responsibilities.

ii) Reference Manual: Content will include: Chatham Kent Hospice Inc. By-law; the Boardof Directors policies; key information about The Hospice, the Erie St. Clair LHIN, health service provider partners and the Ministry of Health and Long-Term Care.

iii) Mentoring: Each new Director may be paired with a mentor on the Board. The mentorwill attend orientation sessions with the new Director, sit with them at Board meetings, ask if the information presented was clear, and answer any questions they may have about the meeting.

iv) Internal and External Resources: Additional resources and expertise may be madeavailable to support the orientation program e.g. The Hospice staff may present and provide an introduction to Hospice programs and services; external speakers; attendance at Hospice sponsored events etc.

References and Related Policy 1. Chatham Kent Hospice Bylaws2. CKH-G5-Duties & Expectations of a Board Director3. CKH-G13a-Orientation Checklist

Date Revision Effective January 18, 2018 Development of Orientation Policy March 22, 2018 Nov. 14, 2018 Policy reviewed by Governance Committee


CKH-G13-Director Orientation Page 1 of 2

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while reviewing the Orientation process, minor edits were made to the format References to Related Policy added.


CKH-G13-Director Orientation Page 2 of 2

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BOARD OF DIRECTORS MANUAL

CHATHAM KENT HOSPICE & CHATHAM KENT HOSPICE FOUNDATION

BOARD MEMBER ORIENTATION CHEKLIST

CONTENT RESPONSIBLE PERSON

Introduction:

Chatham-Kent Hospice

• CKH Mission, Vision, Values

• Organizational Milestones

• Financial Overview-refer to Impact

Statement

• Chatham-Kent Hospice Summary

• Introduction of Lead Physician and

overview of “Medical Model” –

• Palliative Care Overview-

• Hospice Staff

• Hospice Board & Committees

• Partnerships-with STAR and CKH

Foundation-

Chatham-Kent Hospice Foundation

• CKHF Mission, Vision, Values

• Organizational Milestones

• Key Messages

• Chatham-Kent Hospice Foundation

Summary

• Foundation Staff

• Foundation Board & Committees

Board Portal

Hospice Tour

Board Chairs

Executive Director

Lead Physician or their designate

CKHF Executive Director

• Bylaw Highlights & Policies

• Organizational Charts

• Staff

• Boards + Committees

• Rules of Order – Perry

• Definitions + Acronyms

• Strategic Plan

• Board Policies & Procedures

o Board Confidentiality

o Conflict of Interest

o Code of Conduct

Board Chair/Governance Chair/Executive

Director

Chatham Kent Hospice

CKH-G13-ATT-Director Orientation Checklist Page 1 of 2

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o Board & Committee

Meeting Attendance

o Duties & Expectations of

a Board Director

o Role of the Board

• Board Structure & Information

• Roles of the Board

o Duties & Expectations of a

Board Director

• Board Work Plan

o Committee TOR

• Board meeting format, special

events, AGM

• Upcoming agenda and last board

minutes

• Mentorship & 3-6 month follow

up

• Director Contact Information

Board Chair/Governance Chair

• Financial Summary

• Annual budget

• Last year’s audited statements

• Insurance Policies

Finance Chair or Executive Director

• Role of the Executive Director &

Staff

Board Chair

• Board Portal

• Hospice Tour


CKH-G13-ATT-Director Orientation Checklist Page 2 of 2

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SUBJECT: Officer Recruitment

Principles

SECTION: Governance

POLICY NO: CKH-G12 HPCO Standard: A1.1t

EFFECTIVE DATE: March 22, 2018 REVISED DATE: NEW

Goals 1. To identify the potential of directors from the Board as potential future Officers of the

Association.

2. To fill the vacancies created by Officers concluding their terms

BOARD OFFICER: Identification, Recruitment & Selection 1. The Board is responsible for all aspects of the succession of leadership for Officers of the

Association

2. This includes, but may not be limited to:

a. The identification of candidates from the Board

b. The training, education and qualification of perspective candidates

c. The manner and or process by which the Board selects its officers.

3. Board members understand their responsibility and obligation to provide personal

leadership to the process up to and including their ability to provide a personal analysis

of their own ability and potential readiness to undertake an Office on behalf of the

Association.

What an identification process requires:

1. The entire Board completes a Leadership Questionnaire in January on their potential to

serve as Board Officers during their terms in the future.

2. The Governance Committee will have identified the vacancies of Board Offices for the

coming service term (2017-2019) and Director terms (2017-2020).

3. The submitted personal skill evaluations from sitting Board members will be reviewed by

the incoming Board Chair, the Governance Committee Chair, and the ED.

4. The Board Chair will speak with prospective candidates, as identified thru the process,

about their willingness to serve as a Board Officer and Committee Member.

5. From that analysis the Governance committee shall identify a slate of Officers for

consideration by the Board at the AGM.

6. Should there not be a consensus identifying potential officers to the Board, the Governance

Chair shall provide a slate of nominees for election by the Board for election by the Board

in advance of the AGM.


CKH-G12-Officer Recruitment Principles Page 1 of 2

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References and Related Policy

Leadership Questionnaire

CK Hospice Skills Matrix

Date Revision Effective November, 2017 Development of Officer Recruitment Principles March 22, 2018


CKH-G12-Officer Recruitment Principles Page 2 of 2

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Leadership Questionnaire

The information you provide, will go to the Chair of the Board and kept confidential.

Name: ___________________________

1. Please tell us if you would be willing to fill an enhanced leadership role and if so, which one would you

consider? (Chair, Vice Chair, Committee Chair-(please indicate which committee))

Chair Vice Chair

Treasurer Secretary

Please indicate which committee

Quality Committee Finance Committee

Volunteer Advisory Committee Governance Committee

2. From the members listed below, is there anyone on the Board that you would recommend to be in a

leadership role.

2018-2019 Board of Directors

Lyn Rush John Lawrence Margaret Anderson Jocelyn Badder

Dave Macko Scott McKinlay Sean Dobbelaar Nancy Kay

Graham Kemble Sue McLarty Maralee Noltie

Leadership Survey-HPCO Standard OO.GOV.1.23

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Board and Director Development

The Information that you provide in this section, will be given to the Governance Committee.

Name:________________________________-

1. Name three things that you want to see the Board do next year.

2. Which committee do you feel your strengths best fit?

(Please check the committee preferred)

Quality Committee Finance Committee

Volunteer Advisory Committee Governance Committee

Joint Board Committee

3. What do you need to be the best Board member you can be?

Leadership Survey-HPCO Standard OO.GOV.1.23

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SECTION E OF THE BOARD EVALUTION

BOARD EDUCATION AND SUPPORT

Consider any weaknesses you believe yourself or the Board may have, and list what support or education we

could have that would be needed to achieve better success. Please explain how the topics chosen would help

(ie. personal interest or improve effectiveness as a board member).

In your opinion, how could the education opportunity be best delivered (15 minute info session at board

meeting, links to known sources for self training, special meetings, retreats, etc.)

Below are some topics to consider

1. Governance model and how to operate within it

2. Risk management - what shouldn’t keep you awake at night and what should

3. Structure and responsibilities

4. Fiduciary responsibilities

5. How to read financial statements

6. Strategic thinking

7. Effective communication in the age of social media

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Chatham Kent Hospice Skills Matrix

New Revision-Mar. 1, 2018

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Skills Matrix Knowledge, Skills, Experience and Diversity

The Boards seek a complementary balance of knowledge, skills and experience.

Please indicate areas of knowledge, skills, and experience as well as your skill level by checking off the relevant boxes in the table below. Please rate each skill

on a Scale of 1 to 5 where 1 is "Low" and 5 is "High". It is not expected that you possess knowledge, skill or experience in all the areas set out in the table.

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DIRECTORS' TERM INVENTORY

AGM

YearBoard Member

Elected/

Term

Term

Eligible

for

Renewal

Comments

Jennifer Patricia Wilson2016

2nd termno completing 2nd 3 yr. term in 2019

Lynda Rush (Lyn)2016

first termyes

Replaced Joan Macphail in 2014-elected for first 3 yr term in

2016-second term complete at 2022 AGM

Scott Wesley McKinlay 2016

first term

yesReplaced Faye Geddes in 2014-elected for first 3 yr term in 2016-

second term complete at 2022 AGM

David Gary Macko 2016

first term

yesReplaced Mike Ternovan in 2015-elected for first 3 yr term in

2016 -second term complete at 2022 AGM

John Alexander Lawrence 2016

first termyes

Replaced Janet Braddon in 2014-elected for first 3 yr term in

2016-second term complete at 2022 AGM

2020 Nancy Kay 2017

first termyes Elected in 2017 for first 3 year term

Margaret Anderson 2018

first term yes

Eligible for election of second 3 year term in 2021

Jocelyn Badder 2018 first

term yes


Sean Dobbelaar 2018 first

term yes


Graham Kemble 2018 first

term yes


Sue McLarty 2018 first

term yes


Maralee Noltie2018 first

term yesEligible for election of second 3 year term in 2021

Lynda Rush (Lyn) no

Scott Wesley McKinlay no

David Gary Macko no

John Alexander Lawrence no

Nancy Kay no

20

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2023

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SUBJECT: Board and Committee Meeting

Attendance

SECTION: Governance

POLICY NO: CKH-G3 HPCO Standard:

EFFECTIVE DATE: REVIEWED: Oct. 16, 2018 REVISED Oct. 16, 2018

Purpose:

1. To ensure that Board and committee members contribute their expertise and judgment to the business and affairs of Chatham Kent Hospice by attending and participating in Board and committee meetings.

Policy: 1 Directors and committee members are expected to attend all Board meetings and all

meetings of the committees to which they are assigned.

2 It is recognized that Directors and committee members may be unable to attend some meetings due to conflicts with other commitments or other unforeseen circumstances. An attendance rate of 75% is the minimal requirement.

Procedure:

1. Where a director or committee member fails to attend 75% of the meetings of the Board or of a committee in a 12 month period, or is absent for three consecutive meetings, the Chair discusses the reasons for the absences with the Director or committee member.

2. If a reasonable resolution cannot be obtained the Board has the option to remove any Director prior to the expiration of his or her term of office by a three-quarters vote of its Members.

3. A leave of absence may be granted by the Board Chair to individual directors provided the procedures noted below are followed.

Leave of Absence Procedures:

1. All leaves of absence are to be requested in writing to the Chair stating the period of leave required and the reason. This request should be received as soon as practicable

2. Requests for a leave of absence will be considered on an individual basis and in the light of circumstances prevailing at the time.

Commented [CE1] : Should we add Regrets and Absences from

our Governance Definitions

If a member knows they are unable to attend a meeting of the board or of their committee, 48 hours’ notice must be given to the chairperson and/or the administrative support person so that they can be marked as “regrets”. Failure to notify before 48 hours will result in the member marked “absent “. Failure to provide adequate notice may cause the meeting to be cancelled due to lack of quorum.


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3. Except with special circumstances and approval of the board, LOA may not bridge the AGM

4. LOA of board or committee members may be granted at the sole discretion of the

Board Chair and unless there are extraordinary circumstances, will require prior written permission for a specific period of time. During the Members LOA they will not be counted in quorum and their absences will not be counted as a lack of attendance on their record.

5. It is the responsibility of the LOA member to refresh their knowledge of the board’s or

committee’s work at their point of return.

References and Related Policy

1. CKH-G5-Duties and Expectations of a Board Director

Date Revision Effective Development of Board and Committee

Meeting Attendance March 18, 2014

Oct. 16, 2018 Policy reviewed. Modifications done to formatting and numbering added. Added # 4 and 5 to Leaves of Absences Procedures. Reference & Related Policy added


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SUBJECT: Principles of Board Policies SECTION: Governance

POLICY NO: CKH-G9 HPCO Standard: A1.1s

EFFECTIVE DATE: REVIEWED: Oct. 16, 2018 REVISED: Oct. 16, 2018

Policy Purpose

1. This policy defines the principles of policy formulation by the Board for reference by the Board when considering new policies.

Application

1. These principles apply to all Board approved policies and do not apply to operational or administrative policies. Board policies are reviewed and approved by the Board and reflect the collective will of the Directors.

Development

1. Board policies can be developed by any Board Committee or by the ED. Prior to presentation to the Board, all Board policies will be reviewed by the Governance Committee to ensure consistency with the by-laws, lack of redundancy with other policies etc.

2. Once approved, the Executive Director will ensure copies of the policies are stored electronically in a secure "Policies" Folder

Effect of Policies

1. Board approved policies will serve two purposes: to guide the Board and/or to guide the Executive Director.

Guidance to the Board

1. Board policies will guide the Board with respect to its conduct and its work. They are a source of reference for Directors and clarify the Board’s expectations and views.

Guidance to the Executive Director

1. Board policies provide high level guidance to the Executive Director (ED) in the management of the organization and in the establishment and implementation of


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operational policies, procedures and guidelines. Policies clarify the Board’s expectations regarding the conduct of the ED and the ED will rely on these policies to understand the view and expectations of the Board.

2. Board policies are not operational in nature. And, since the ED is the only

employee of the Board and the only member of staff accountable to the Board, Board policies will not include reference to any specific staff other than the Executive Director. It is expected that the ED will delegate many of the tasks referred to in Board policies but, in order to maintain the full accountability of the ED, the Board will not direct any other staff through policy.

Operational or Clinical Policies

1. Operational or clinical policies will not normally be reviewed by the Board but may be reviewed by the Quality Committeeby an appropriate committee, which reports to the Board. It is expected that the ED will advise/update the Quality Committee on material developments and changes to operational policies, procedures and guidelines.

References and Related Policy Date Revision Effective

Development of Principles of Board Policies Oct. 16, 2014 Nov. 14, 2018 Policy reviewed by Governance Committee.

Format modifications made. References & Related Policy added. # 2 of Development is added.


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CHATHAM KENT HOSPICE INC. POLICY AND PROCEDURE MANUAL

SUBJECT: Board Code of Conduct SECTION: Governance

POLICY NO: CKH-G4 HPCO Standard: OO.GOV.1j

EFFECTIVE DATE: REVIEWED: Nov.14, 2018 REVISED Nov. 14, 2018

Purpose:

1. To ensure that the highest standards of public trust and integrity are maintained at Chatham Kent Hospice in all aspects of its affairs.

Policy:

1. The Code of Conduct set out below applies to all Directors and committee members.

Directors’ Duties:

1. All Directors of Chatham Kent Hospice stand in fiduciary relationship to the corporation. As fiduciaries, Directors act honestly, in good faith, and in the best interests of Chatham Kent Hospice.

2. Directors and committee members are expected to attend all meetings to which

they are assigned.

3. It is recognized that Directors and committee members may be unable to attend some meetings due to conflicts with other commitments or other unforeseen circumstances. An attendance rate of 75% is acceptable as referenced in Policy CKH-G3-Board & Committee Meeting Attendance.

4. Directors will be held to strict standards of honesty, integrity and loyalty. A

Director does not put personal interests ahead of the best interests of the corporation.

5. Directors avoid situations in which their personal interests will conflict with their

duties to the corporation. Directors also avoid situations in which their duties to the corporation may conflict with duties owed elsewhere.

6. In addition, all Directors must respect the confidentiality of information about the

corporation. Best Interests of the Corporation

1. Directors 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.

Confidentiality

1. It is recognized that the role of Director may include representing Chatham Kent Hospice 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


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Chatham Kent Hospice, whether that information is received in a meeting of the Board or of a committee or is otherwise provided to or obtained by a Director.

Board Spokesperson 1. The 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 Executive Director or designate may speak on behalf of the organization.

2. No Director speaks or makes representations on behalf of the Board unlessauthorized by the chair of the Board. When so authorized, the Board membersrepresentations must be consistent with accepted positions and policies of theBoard.

3. News media contact and responses and public discussions of Chatham KentHospice’s affairs are to be made through the Board’s authorized spokespersons.Any Director who is questioned by news reporters or other media representativesmust refer such individuals to the appropriate representatives of the corporation.

Respectful Conduct 1. It 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 take place in an atmosphere of mutual respect and courtesy.

2. All Directors are expected to be objective and willing to listen with an open mind,giving priority to Chatham Kent Hospice as a whole and to help the Board arriveat appropriate group decisions.

3. The authority of the Chair must be respected by all Directors.

Corporate Obedience – Board Solidarity 1. Directors 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 the majority of the Directors.

Obtaining Advice of Counsel 1. Request to obtain outside opinions or advice regarding matters before the Board

may be made through the Chair.

References and Related Policy1. CKH-G1-Board Confidentiality2. CKH-G2-Board Conflict of Interest3. CKH-G5-Duties and Expectations of a Board Director

Date Revision Effective

Development of Policy April 16, 2014


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Nov. 14, 2018 Policy reviewed. Modifications done to formatting and numbering added. Reference & Related Policy added


CKH-G4-BOARD CODE OF CONDUCT

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Subject: Duties and Expectations of a Board Director

Section: Governance

Policy No. CKH-G5 HPCO Standard:

Effective Date: Review Date: Nov. 14, 2018 Revised Date:

PURPOSE:

1. To clarify expectations to each Director of the Board in discharging his/her responsibilities. To ensure that the highest standards of public trust and integrity are maintained at Chatham Kent Hospice in all aspects of its affairs

PROCEDURE:

1. Fiduciary Obligation a. All Directors of Chatham Kent Hospice stand in fiduciary relationship to the

hospice corporation. b. Each director is responsible to act honestly, in good faith, and in the best

interests of the Chatham Kent Hospice and each of their founding corporations and, in so doing, to support the hospice in fulfilling its mission, vision and values, and discharging its accountabilities.

c. A director shall apply the level of skill and judgment that may reasonably be expected of a person with his or her knowledge and experience. Directors with special skill and knowledge are expected to apply that skill and knowledge to matters that come before the Hospice.

2. Accountability

a. A director’s fiduciary duties are owed to the corporations of Chatham Kent Hospice, including observance of the objects, philosophy, and goals described in the respective corporation’s by-laws.

b. A director is not solely accountable to any special group or interest and shall act and make decisions that are in the best interests of the Chatham Kent Hospice. A director shall be knowledgeable of the stakeholders to whom the hospice is accountable and shall incorporate the interests of such stakeholders when participating in making decisions as a Board.

3. Education

a. A director shall be prepared to become knowledgeable about: i. the Chatham Kent Hospice ii. the health care needs of the community served; iii. the duties and expectations of a director; iv. the Chatham Kent Hospice role and responsibilities in the governance

of not-for-profit organizations;


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v. the Chatham Kent Hospice governance structure and processes;vi. Board-adopted governance policies; and,vii. Hospice policies applicable to board members.

b. To achieve the desired knowledge noted above, a director will participate inthe Chatham Kent Hospice Board orientation program, orientation tocommittees, board retreats, and other board education/developmentsessions

4. Board Policies and Hospice Policiesa. A director shall be knowledgeable of and comply with the Board and Hospice

policies that are applicable to the Board including:i. the Boards’ Code of Conduct;ii. the Boards’ Conflict of Interest policy;iii. the Boards’ Confidentiality policy;iv. the Boards’ Role of the Board policyv. the By-Laws;

5. Respectful Relationshipsa. A director shall develop and maintain sound relations and work co-

operatively and respectfully with the Board Chair, other members of theBoard, and the senior management.

b. It is recognized that Directors bring to the Board diverse background, skillsand experience. Directors will not always agree with one another on allissues. All debates take place in an atmosphere of mutual respect andcourtesy.

c. All Directors are expected to be objective and willing to listen with an openmind, giving priority to Chatham Kent Hospice as a whole and to help theBoard arrive at appropriate group decisions.

d. The authority of the Chair must be respected by all Directors.

6. Community Representation and Supporta. A director shall represent the Chatham Kent Hospice in the community when

asked to do so by their Board Chair. Board members are encouraged tosupport the fundraising activities through attendance at Chatham KentHospice sponsored events.

7. Time and Commitmenta. A director is expected to commit the time required to perform regular Board

and committee duties. Chatham Kent Hospice director is expected to adhereto the Board’s attendance requirements, attending at least 75% of Board andcommittee meetings. The policies contain provisions for the removal of adirector if he or she is absent for three consecutive regular meetings of theChatham Kent Hospice Board.

i. A director is expected to serve on at least one standing committee.



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ii. A director is expected to participate in occasional planning anddevelopmental retreats in addition to their regular time commitment,and to support other special events and celebrations as possible. seeChatham Kent Hospice CKH-G3-Board & Committee MeetingAttendance Policy

8. Conflict of Interesta. Directors avoid situations in which their personal interests will conflict with

their duties to the corporation. Directors also avoid situations in which theirduties to the corporation may conflict with duties owed elsewhere.

b. Directors will be held to strict standards of honesty, integrity and loyalty. ADirector does not put personal interests ahead of the best interests of thecorporation. see Chatham Kent Hospice CKH G2 Conflict of Interest Policy

9. Confidentialitya. It is recognized that the role of Director may include representing Chatham

Kent Hospice in the community. However, such representations must berespectful of and consistent with the Director’s duty of confidentiality. EveryDirector, officer and employee of the corporation shall respect theconfidentiality of information about Chatham Kent Hospice, whether thatinformation is received in a meeting of the Board or of a committee or isotherwise provided to or obtained by a Director see Chatham KentHospice CKH-G1-Confidentiality Policy

10. Contribution to Governancea. Directors are expected to make a contribution to the governance role of their

Board and the Chatham Kent Hospice through:i. Reading materials in advance of meetings and coming prepared to

contribute to discussions;ii. Offering constructive contributions to board and committee

discussions;iii. Contributing his or her special expertise and skill;iv. Respecting the views of other members of the Chatham Kent

Hospice;v. Respecting the role and Terms of Reference of Board committees;

andvi. Participating in board and committee evaluations and annual

performance reviews.

11. Continuous Improvementa. A director shall commit to be responsible for continuous self-improvement. A

director shall receive and act upon the results of board effectivenessevaluations in a positive and constructive manner.

12. Term and Renewal



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a. A director is elected for a term for two 3 year terms up to 6 years (Article 4.6-By-Law # 1). A director’s renewal is not automatic and shall depend on the director’s performance. Exception for Past Chair? A Director may, by resolution of the Board, have his maximum term as a Director extended for the sole purpose of that Director succeeding to the office of Chair or serving as Chair.(By-Law # 1-Article 4.8-Maximum Term)

13. Board Spokesperson

a. The 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 Executive Director/ ED designate may speak on behalf of the organization.

b. No Director speaks or makes representations on behalf of the Board unless authorized by the chair of the Board. When so authorized, the Board members representations must be consistent with accepted positions and policies of the Board.

14. Media Contact and Public Discussion

a. News media contact and responses and public discussions of Chatham Kent Hospice’s affairs are to be made through the Board’s authorized spokespersons. Any Director who is questioned by news reporters or other media representatives must refer such individuals to the appropriate representatives of the corporation.

15. Board Solidarity

a. Directors 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 the majority of the Directors.

16. Chatham Kent Hospice Board members contribute to effective governance by: a. Being clear about the Board’s role in providing strategic direction. b. Understanding Chatham Kent Hospice structure and decision-making process. c. Understanding and functioning with a broad view. d. Attending 75% of all meetings and participating actively in them. e. Preparing for meetings by reading materials in advance. f. Responding to requests for information or action. g. Being open, frank, clear and concise when speaking. h. Being respectful of others. i. Expressing commitment to the organization and willingness to take on

appropriate roles. j. Voicing conflicting opinions during board and committee meetings but respecting

the decision of the majority even when the director does not agree with it;



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k. Respecting the role of the Chair; l. Contributing to a relaxed, collegial climate during meetings, with adequate time

for discussion. m. Keeping informed, sharing information with others, proactively communicating

with other Board members and staff. n. Participating in Board activities such as orientation, recognition and key events

as well as evaluation.

17. References and Related Policy 1. By-law # 1-Article 4-Directors 2. By-law # 1-Article 13- Confidentiality 3. CKH-G2-Conflict of Interest 4. CKH-G3-Board & Committee Meeting Attendance 5. CKH4-Board Code of Conduct 6. CKH-G7-Role of the Board

- Date Revision Effective May 20, 2014 Development of Policy May 20, 2014 Nov. 14, 2018 Review of policy, renumbered headings,

added Board Policy Role of the Board to # 4, Term and Renewal updated to be that as in By-Law # 1, changed CEO to ED. References and Related Policy added



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SUBJECT: Role of the Board SECTION: Governance

POLICY NO: CKH-G7

EFFECTIVE DATE: May 25, 2017 REVISED DATE: New Policy

Policy Purpose To ensure that the Board has a shared understanding of its role and responsibilities and to ensure that it achieves excellence in its governance.

Strategic Planning and Mission, Vision and Values As part of its responsibilities, the Board will:

• participate in the formulation and adoption of Chatham Kent Hospice’s mission, vision and values

• participate in the development of and ultimately approve a strategic plan that is consistent with the mission, and values, which will enable Chatham Kent Hospice to realize its vision

• oversee Chatham Kent Hospice operations for consistency with the strategic plan and strategic directions

• receive regular briefings or progress reports on implementation of strategic directions and initiatives

• ensure that its decisions are consistent with the strategic plan and the mission, vision and values

• lead an annual review of the strategic plan as part of a regular annual planning

cycle

Quality and Performance Measurement and Monitoring The Board is responsible for establishing a process and a schedule for monitoring and assessing performance in areas of Board responsibility including:

• fulfillment of the strategic directions in a manner consistent with the mission, vision and values

• oversight of management performance

• quality of client care and hospice services

• financial conditions

• external relations

• Board’s own effectiveness


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The Board:

• ensures that management has identified appropriate measures oforganizational performance

• monitors Chatham Kent Hospice and Board performance againstBoard-approved performance standards and indicators

• ensures that management has plans in place to address variances fromperformance standards indicators and the Board overseesimplementation of remediation plans

Financial Oversight The Board:

• is responsible for stewardship of financial resources including ensuringavailability of, and overseeing allocation of, financial resources

• approves policies for financial planning

• approves the annual operating and capital budgets

• monitors financial performance against budget

• approves investment policies and monitors compliance

• ensures the accuracy of financial information through oversight ofmanagement and approval of annual audited financial statements

• ensures management has put measures in place to ensure the integrity of

internal controls

Oversight of Management The Board recruits and supports the Executive Director by collaborating with St. Andrew’s Residence Board of Directors to:

• develop and approve the Executive Director job description

• undertake an Executive Director recruitment process and appoint theExecutive Director

• review and approve the Executive Director’s annual performance goals• review Executive Director performance and determine Executive

Director compensation

• ensure protocol for action to deal with absence of Executive Director

• exercise oversight of the Executive Director’s supervision of senior staff aspart of the Executive Director’s annual review

Risk Identification and Oversight The Board

• is responsible to be knowledgeable about risks inherent in Chatham KentHospice operations and to ensure that appropriate risk analysis is performed aspart of Board decision- making



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• oversees management’s risk management program

• ensures that appropriate programs and processes are in place to protect against

risk

• is responsible for identifying unusual risks to the organization and ensuring that there are plans in place to prevent and manage such risks

Stakeholder Communication and Accountability The Board:

• identifies Chatham Kent Hospice stakeholders and understands stakeholder

accountability

• ensures the organization appropriately communicates with stakeholders in a manner consistent with accountability to stakeholders

• contributes to the maintenance of strong stakeholder relationship

• performs advocacy on behalf of Chatham Kent Hospice with stakeholders where required in support of the mission, vision, values and strategic directions of Chatham Kent Hospice.

Governance

• The Board:

• is responsible for the quality of its own governance

• establishes governance structures to facilitate the performance of the Board’s role and enhance individual Director performance

• is responsible for the recruitment of a skilled, experienced and qualified Board

• ensures ongoing Board training and education

• periodically assesses and reviews its governance through periodically

evaluating Board structures including Board recruitment processes and Board

composition and size, number of committees and their Terms of Reference,

processes for appointment of committee chairs, processes for appointment of

Board officers and other governance processes and structures

Fundraising Chatham Kent Hospice relies on fundraising for a significant portion of its funding.

Each Director is encouraged to participate in assisting Chatham Kent Hospice achieve its fundraising goals. This includes personal participation and facilitating relationships on behalf of the organization.



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Officers of the Board The Board appoints the officers of the board at the first meeting immediately following the A G M , based on a slate provided by the Governance Committee. Officers are experienced and engaged members of the Board who have demonstrated leadership qualities and dedication to the work of Chatham Kent Hospice and who have agreed to serve as an officer.

Usually, the following are appointed: Chair, Vice Chair (1), and Secretary/Treasurer. The Chair and Vice Chair are usually appointed for 2 consecutive years. When available the office of Past Chair would be appointed for a 1 year term.

Date Revision Effective April 27, 2017 Development of Policy May 25, 2017



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Section A – Questionnaire-Governance

OO.GOV.1.12 (xiii) Describe process used to ensure board, staff and volunteers are familiar

with and adhere to conflict of interest policy.

Could use this: During Volunteer and Employee orientations, the code of conduct and conflict of

interest polices are reviewed. The volunteer and employees are required to sign a declaration that

states they have read the policies and agree to adhere to them. Each year, they are required to re-

sign the declaration.

During Orientation CH Hospice Directors are introduced to the Code of Conduct and the Conflict of

Interest Policies for the Board. At the conclusion of this orientation, the directors each sign a

declaration that states they have read the policies and agree to adhere to them. In addition, the

Governance Committee reviews the policies as per the schedule, and reintroduces them to the Board

during regular board meetings.

OO.GOV.1.20 (xxi) Describe process used to orient new board members and summary of

orientation content.

Could use this. The Orientation Process is the role of the Governance Committee. Most new

members are approved at the Annual General Meeting held each year in June. Following the

summer, the orientation event is scheduled, and all members, new and old are expected to

attend. The Chair of the Board introduces the members to the Vision and the Mission of the

organization, and explains the history of the Hospice, highlighting events of importance since the

opening in 2014. Chair reports on the Financial Accountability, including the requirement as a

charity to file the Registered Charity Information Return within 6 months of year end. The

Audited Finance Statements for the March 31 year end of the most current year are reviewed or

referred to, along with the most recent month ending finance statement as it relates to the

budget. Sources of revenue, and major expenses are highlighted. The Governance Chair

introduces the members to the governing policies and the bylaws. The Board Processes, Board

of Directors Responsibilities and Expectations, Conflict of Interest and Code of Conduct policies

are introduced. Board members are reminded of their responsibility to understand and adhere

to the governing documents. The Executive Director is responsible for introducing the

organizational chart, highlighting key staff remembers. After many of the documents within

each members Board manual ae reviewed, the Board members are then taken on a tour of the

Hospice to familiarize themselves with Chatham Kent Hospice

OO.GOV.1.22 (xxiii) Describe how policies are recorded and retained.

Could use this. The Governance Committee reviews the policies yearly to ensure compliance with

the corporation bylaws and the Ontario Corporations Act. All Governance Policies are approved

by the Board of Directors by a Motion. The Policy shows the last date of review, revision, and the

date of approval by the Board. Copies of the policies are stored electronically in a secure

"Policies" Folder, and hard copies are located in a Board of Directors Manual. New directors, and

current directors are all given a copy of this manual with the current policies. Operational

policies are maintained by Management and manuals are available in each department for easy

access by staff. The Executive Director along with the Senior Management staff review and

approve new or revised operational policies. New or modified operational policies are presented

to staff on an ongoing basis. A log sheet with Staff signatures is maintained.

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OO.GOV.1.23 (xxiv) Describe process used to annually review plans for succession to

positions of board chair and committee chairs.

Could use this. The Governance Committee (GC) in keeping with its terms of reference

and as scheduled on its annual work plan, develops a description of the skills,

experience, competencies, and qualities desirable in the Board’s membership in order

to ensure effective board governance and fulfillment of the strategic plan at the

director and board officer level. The board director recruitment process includes

updating a skills matrix for each potential director.

During the annual review of directors’ terms and identification of upcoming

vacancies, the status of the board and committee chair (officer) positions are

updated. During the recruitment discussion held each year at the January, February

and March Board meetings, members are asked to consider applying for the officer

positions of the Board. If nominees are identified for all officer positions, the GC

presents a slate of officers to the board or determines by ballot of the board in the

event that more than 1 candidate exists for a position. If there is an absence of

candidates, the GC prepares a report of issues with regard to officer succession. The

board considers this report and proposes a solution which could include creating a

group to review issues and behaviours limiting board officer succession, extending the

term of current officers, or drafting directors into the vacant positions. The GC

returns to the board prior to the Annual General Meeting with the board-approved

slate of officers which is posted in the first regular meeting following the AGM notice

to members.

In addition, at the first committee meeting in each new board year, each board

committee selects a vice-chair and notifies the GC. In the event that the committee

chair is unable to fulfill their commitment, the GC will ask the committee vice-chair to

take their place or complete the review process to identify another candidate.

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S:\ST_Andrews\HOSPICE ADMIN\BOARD & COMMITTEE WORKPLANS\2018 Governance Calendar DRAFT Oct-2018


2018-2019 Work PlanChair: Jennifer Wilson

Vice Chair: Sue McLarty

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Governance

Committee to appoint a VC at the first committee meeting of the year x

Review Terms of Reference-(required for OO.GOV.1.17) x

Create & Confirm Annual Committee Work Plan x

Monitor Committee Work Plan x x x x x x x

Confirm Board meeting evaluation template (OO.GOV.1v)-(see 2.8) x

Confirm Committee evaluation template (OO.GOV.11v) x

Participate in cttee evaluation (OO.GOV.1v) x

Review cttee work plans for consistency

Evaluation and EducationDevelop board orientation plan CKH-G13-DIRECTOR ORIENTATION & CHECKLIST (OO.GOV.1.20) x

Review Orientation Process- (required for OO.GOV.1.20) x

Complete orientation for new Board members-refer to CKH-G13-Director Orientation

Checklist (OO.GOV.1.20)

x

Rec'd Board education plan xMonitor Board Education each month x x x x x xReview Board annual evaluation template (OO.GOV.1.v) x x xAdminister Board annual evaluation (OO.GOV.1v) x

Administer Board meeting evaluation x x x x x x x

Review board meeting evaluations and attendance - (OO.GOV.1v) x x x x x x x

Review self or peer evaluation template-(OO.GOV.1v) x

Administer director self or peer evaluation-(OO.GOV.1v) x

From TOR-Organize, with the Board Chair, the Board's annual retreat

Board Succession & Recruitment

Review Recruitment Process-CKH-G11-BOARD MEMBER RECRUITMENT AND SCREENING

PROCESS (OO.GOV1.u) X

Review Governance and Board Structure x

Review plan for succession process of Officers, Directors and Chairs of Board &

Committees-(CKH-G12-OFFICER RECRUITMENT PRINCIPLES) (OO.GOV.1.23)

x

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Leadership Survey is completed by all Board Members (required for OO.GOV.1.23)x

Oversee and implement the Board's process for selecting a Board Chair and rec'd an

individual for election by the Board as Chair (OO.GOV.1.23)x

Make recommendation to the Board for VC and other Board Officers. x

Target recruitments needs (complete skills matrix and review strategic progress) (HPCO-

A1.1u)-determine tools

X

Working with the Foundation-Begin Recruitment process for new Directors and

community committee members following the CKH-G11-BOARD MEMBER RECRUITMENT

AND SCREENING PROCESS (OO.GOV.1U) Check with foundation of their date to start

thi

x

Recruit candidates-review application and ad x

Evaluate candidates and rec'd to board xWith Chair, appoint directors to the Board Cttees and select Cttee Chairs x

Policy Review & Accreditation

Ongoing review of board policies and confirm compliance with bylaws (OO.GOV.1.22) x x x x x x

CKH-G1-BOARD CONFIDENTIALITY-(By-law # 1-Article 13) X

CKH-G2-BOARD CONFLICT OF INTEREST (OO.GOV.1.11) (By-law # 1 Article 6) X

CKH-G3-BOARD & COMMITTEE MEETING ATTENDANCE X X

CKH-G4-BOARD CODE OF CONDUCT (OO.GOV.1J) X

CKH-G5-DUTIES & EXPECTATIONS OF A BOARD DIRECTOR (By-law # 1 Article) X

CKH-G6-BOARD CHAIR ROLE DESCRIPTION-(By-law # 1-Article 10) X

CKH-G7-ROLE OF THE BOARD X

CKH-G8-E-VOTING PROCEDURE (By-law # 1-Articles 3.11 & 5.3) X

CKH-G9-PRINCIPLES OF BOARD POLICIES (OO.GOV.1.21) X x

CKH-G10-COMMUNITY MEMBERS SERVING ON BOARD COMMITTEES X

CKH-G11-BOARD MEMBER RECRUITMENT AND SCREENING PROCESS (see 3.1) X

CKH-G12-OFFICER RECRUITMENT PRINCIPLES-(refer to 3.3) X

CKH-G13-DIRECTOR ORIENTATION-and checklist(refer to 2.2) X x

Review all committee TOR as they come available through that committee - x

New policy development per HPCO guidelines

3.4

4.3

3.11

i

j

k

l

m

4.2

4.1

4.

a

b

c

d

e

g

f

h

3.10

3.9

3.8

3.7

3.5

3.6

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Oct

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14

Jan

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Jan

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6

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Fe

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Ap

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Ap

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Requirements for HPCO Accreditation

Ensure Code of Ethics policies for Board, Volunteer and Staff are submitted (4.1b)

(OO.GOV.1.11)

Approve process the Board uses to ensure board, staff and volunteers are familiar with

and adhere to conflict of interest policy. (2.2 & 4.1b) (OO.GOV.1.12)

x

Ensure 2 copies of most recent board meeting agendas are submitted-proof that a

sufficient number of meetings are held annually. (OO.GOV.1.16)

Ensure committee terms of reference and policies that govern the practice of the board

are submitted 1.2, 4.2 (00.GOV.1.17)

Process used to orient new board members and summary of orientation content-2.2,

4.1m-(OO.GOV.1.20)

x

Ensure an example of board minutes are submitted. (OO.GOV.1.21)

Approve description of how policies are recorded and retained. (OO.GOV.1.22) x

Approve process board uses to annually to review plans for succession to positions of

board chair and committee chairs-3.3, 3.4, 3.5, 4.1l) (OO.GOV.1.23)

x

Completed by target

In progress, but not completed by target

No in progress and not completed by target

5.4

5.5

5.5a

5.6

5.3

5.1

5.1a

5.2

5

Updated as of Oct. 17, 2018. Additional tasks will be added as identified.

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