1. Governance Review Action Plans

2. Deloitte Recommendations in place / progressing
Embed training on the authority / decision-making framework into the ongoing orientation program
A formal orientation program / curriculum should be developed and provided to new Board members
An ongoing Board education program should also be developed and provided
Continue to provide formal transition / orientation from previous to new Board / committee chairs

3. Deloitte Recommendations in place / progressing
Optimize meeting agenda, Board package and meeting facilitation practices
Provide training on the rationale and process for consensus based decision making
As per the by-laws, employ a form of majority vote in specific cases
Request periodic reports from the ED regarding the status of the risks identified in the risk assessment
Provide basic risk training to the Board

4. Appendix A
Authority / Decision-Making Framework: To be implemented for those recurring decisions as a guide but a “living document”.

5. Appendix B Focus on “governing” the organization:
Items for discussion at Board meetings
Purposes of agenda items
Clear committee reporting expectations
Re-alignment of Board discussions
Board annual work plan with non-committee related discussions

6. Appendix C
Board composition model of resident / non-resident mix of Board members, accounting for regional membership and continuity: To be addressed by Governance & Nominating Committee in conjunction with the identification of competencies / skills required

7. Appendix E
A risk assessment as part of strategic planning: To be addressed by Finance, Audit & Risk Committee.

8. Appendix D
Reduce the number of Committees reporting directly to the Board: no HR Committee / function for ED performance evaluation goes to Executive Committee
Restructure management committees to create a new set of governance committees with working groups (i.e. not Board committees) conducting the operational activities of CAIR

9. Committees reporting to Board
Board of Directors
Executive Committee
Finance, Audit & Risk Committee
Governance & Nominations Committee
Training Committee
HHR Ad Hoc Working Group
Wellness Committee
Executive Director

10. Training Committee CanMeds Accreditation Mentorship CBME
Ad Hoc Working Group on Health Human Resources

11. Wellness Committee Fatigue management
Duty hours
handovers
Intimidation & harassment prevention
Resiliency training (once proposal is completed in April 2015)

12. Cross-cutting issues ED responsibility & operations:
Communications Plan
Awards Ceremony
website
Survey of residents
Liaison representatives

13. Specifics on Committee Structure
Minimum of 2 Board members as co-chairs (not President members class)
Additional 2 Board members in membership
Membership: 8-12 members per committee
Committee co-chairs report to Board
Ad Hoc Working Groups report to Committee
Ad Hoc Working Groups: 2 co-chairs
Ad Hoc Working Groups: no > than 8 members
Change by-laws (Board member does not have to be on a committee)

14. Governance & Management Committees
Current
Proposed
Executive
Governance & Nominating
Finance, Audit & Risk
Human Resources
Education & Professionalism
Advocacy & Policy
Members Outreach
Health Human Resources
Duty Hours
Awards
Executive
Governance & Nominating
Finance, Audit & Risk
Training
Wellness

15. Next Steps
Board approves committee structure and nominates chairs of committees – August 23
Staff provide recommendations on committee / working group membership to G&N electronically – August
Terms of Reference and responsibilities within committees sent to G&N electronically – August 27 - September 4
G&N feedback on membership list provided to committee chairs for approval – September 2 - 8
Committee membership confirmed with volunteers and all others are informed of decisions – September

16. Questions / Clarifications