Fitness Routine For Boards: Check your Board Pulse! 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

< ZEN > Governing for Results If you don’t know where you are, and You don’t know where you’re going, Any road will get you there! But how will you know ‘if’ Or ‘when’ you’ve arrived Or made any progress at all? 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What is Governance? Structures, processes & traditions that support the exercise of legitimate authority in providing Sound leadership, strategic direction, oversight & control To ensure corporation’s purpose is achieved, & there is proper & accurate accounting for the: conduct of its affairs efficient use of its resources, and results of its activities. 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Board Types COLLECTIVE OPERATIONAL MANAGEMENT POLICY GOVERNANCE TRADITIONAL POLICY GOVERNANCE ADVISORY < CONSTITUENT REPRESENTATIONAL > RESULTS-BASED

Trauma Centre Assessment Signs of a Board in Trouble (p.11-12) Board disinterest Rubber-stamping Distrust Factionalism Poor communication Unresolved conflicts Unchallenged conflicts of interest Preoccupation with administrative matters Interference in management Decision paralysis Decision Circumvention 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Structural Support for Board Work (p. 71-93) Laws, regulations, constitution, bylaws, policies Job descriptions/Terms of Reference Board Committees Officers Directors Executive Director 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Do your Board & Directors? Understand their jobs: Board’s responsibilities Director’s duties & liabilities Have the right structures to support their work Employ ‘best’ practices doing the job Board development, management & decision-making Within a constructive/productive culture 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Governance Responsibilities What’s the Board’s Job. (p Governance Responsibilities What’s the Board’s Job? (p. 23-24 Essential Tasks) Mission, Strategic Planning & Direction Financial Stewardship Human Resources Stewardship Performance Monitoring and Accountability Risk Management Stakeholder Relations & Representation Ensuring Proper Management of Critical Events 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What’s the Board’s Job? (p. 45-49) Mission & Strategic Direction Clarity of values, vision, mission Broad stakeholder agreement on these Regular ‘scanning’ of business environment Development of long-term plans Clear benchmarks for measuring success 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What’s the Board’s Job? (p. 50-55) Financial Stewardship Ensuring sufficient resources to do the job without undue risk to providers & consumers Careful review of annual budget & audited financial statements Generally managing within limits of available resources Fulfillment of fiduciary obligation to act in interests of funders Maintaining sufficient independence from & oversight of management of ensure financial integrity 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What’s the Board’s Job (p. 56-59) Human Resources Stewardship Support for and regular evaluation of ED Contracting clear performance objectives Succession planning for board and management Ensuring sound HR practices: Job descriptions, performance evaluations, fair grievance process, WHS 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Financial Compliance & Viability Resource Efficiency Policy Compliance What’s the Board’s Job? (p. 60-63) Performance Monitoring & Accountability SMART Objectives Financial Compliance & Viability Resource Efficiency Policy Compliance Regular Assessment 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What’s the Board’s Job? (p. 66-68) Risk Management Identification, mitigation and regular monitoring and reporting of risks Regular review of bylaws and governance policies Compliance with bylaws and governance policies Adequate financial resources 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Fair representation of community/stakeholder interests What’s the Board’s Job? (p. 64-68) Stakeholder Relations/Representation Ensuring fair stakeholder representation through the nominations process Fair representation of community/stakeholder interests Good ambassadorship for the organization Facilitating stakeholder input to planning Regular communication 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

What’s the Board’s Job? (p. 69-70) Critical Events & Transitions Managing or ensuring proper management of: Transitions: ED or Board turnover Relocations Major changes in finances or mandate Critical Events: Work interruptions Injuries or deaths Weather or other calamities Major internal or public controversies 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Duties of Individual Directors (p. 24-25) Duty of Due Diligence Duty of Loyalty Duty of Care 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Board Practices How the Board Gets its Job Done! Board Recruitment Board Orientation and Development Board Management and Assessment Board Decision-Making Processes 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Best Practices Board Recruitment (p. 96-97) Getting the right people on board Recruitment criteria reflect board needs: leadership characteristics, skills, diversity Rigorous recruitment/screening process Succession planning Old brains…new blood 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Best Practices Board Development (p. 97-99) Orientation: to services & governance Mentoring/buddy system Continuous learning opportunities Recognition program that: acknowledges & values trustee, staff & volunteer contributions Getting the wrong people off the board Board and director evaluation 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Best Practices - Board Management (p. 99-108) Focused on results in strategic & ops. plans Guided by a Board work plan linked to these Agendas focused on board responsibilities & Committees structured to aid board, rather than management work Terms of board members should be for a limited time and staggered or overlapped Sufficient continuity to allow for good succession planning particularly for officers 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Best Practices in Decision-Making (p. 108-110) Focus on board responsibilities/priorities Board members well prepared Effective chairing & meeting management Efficient use of board time Fair opportunity for participation Constructive reconciliation of conflicting views Clear assignment of responsibility & follow-up 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Culture of Teamwork & Trust (p. 110-113) Taking time to build team spirit/cohesion Knowing & playing by the rules (compliance) Open & transparent communication Rallying behind board decisions Flexibility and adaptability No subterfuge Constructive resolution of conflicts & conflict of interests     12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

How are we doing? – GSAC ‘Governance Self-Assessment Checklist’ Comprehensive tool Educational Self-Diagnostic Strategic Planning easy to use field-tested, research-validated positive reviews 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

‘Board Effectiveness ‘Quick Check’ (p. 148) 15 items that mirror the Comprehensive version A quick ‘snapshot’ of how you’re doing Good Correlation with the longer GSAC Research validated Compare your results to other organizations (handout) Very high research correlation with more comprehensive ‘best practices benchmarks’ contained in the GSAC. Complete Quick Check for your organization. Discussion before or after break. 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

ED Evaluation (p. 57-58 & CD ROM) Performance against: Job description Executive support to the board Planning, organization & policy development Program/service management Financial administration & risk management Human resources management Board, staff, council & community relationships Negotiated performance objectives linked to strategic and annual operating/business plan & budget 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

12 Keys to Healthy Boards (p. 122) Board development Strong leadership Positive relationships Common vision Teamwork & trust Strategic planning Client focus Results focus Accountability Sound decisions Stability/adaptability Credibility 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007

Thank You! Mel Gill (613) 837-8757 mel.gill@synergyassociates.ca www.governance.synergyassociates.ca Strengthen your board with > “Governing for Results: A Director’s Guide to Good Governance” 12/5/2018 Provincial Board Training, LAO Community Clinic System Presented by Mel Gill May 10 2007