1. Board and Standing Committee Roles and Responsibilities September 2012

2. OBJECTIVE To review the mandate, roles and responsibilities of the HSN Board of Directors and Standing Committees.

3. Board Roles  Policy formulation - establish policies to provide guidance to those empowered with the responsibility to manage academic health sciences centre operations  Decision-making - choose from alternatives which are consistent with Board policies and that advance the goals of the academic health sciences centre  Oversight - Monitor and assess organizational processes and outcomes

4. Board Responsibilities Define ends  vision, mission and core values  strategic plan and annual operating plan  monitor performance  retain overall accountability for centre’s performance Provide for excellent management  CEO selection, performance expectations, performance appraisal and compensation  Chief of Staff selection, performance expectations, performance appraisal and compensation  Delegate responsibility and authority to CEO and COS  Provide for succession planning

5. Board Responsibilities Ensure program quality, safety and effectiveness  credential professional staff  establish and monitor quality and safety goals and performance indicators  ensure utilization and risk management systems in place Ensure financial viability  approve establish financial objectives and indicators and monitor performance  approve annual operating plan  ensure financial planning and optimal resource utilization within resource envelope

6. Board Responsibilities Ensure Board effectiveness  Board and individual Director performance evaluation  succession planning for Directors and officers  ethical behaviour and compliance with laws and regulations  transparent decision-making processes Build relationships  with Ministry of Health and Long Term Care  with North East Local Health Integration Network (NE LHIN)  with City of Greater Sudbury, Volunteer Association and Foundations  with communities served in Sudbury and Northeastern Ontario

7. Board Size and Composition 19 Members in Total  12 Elected Directors  2 ex-officio voting members  Dean of Northern Ontario School of Medicine or designate  President of Laurentian University or designate  5 ex-officio non-voting members  President & CEO  Chief of Staff  Chief Nursing Officer  President Medical Staff  Vice-President Medical Staff

8. Standing Committees The Board has established seven (7) standing committees necessary for the execution of the Board’s responsibilities. The composition and terms of reference of the standing committees shall be set out in an administrative policy, or in the case of the Medical Advisory Committee in the corporation By-Laws. Standing Committees 1.Executive Committee 2.Governance and Nominating Committee 3.Finance Committee 4.Quality Committee 5.Audit Committee 6.Medical Advisory Committee 7.Building, Facilities and Long Range Planning Committee

9. Executive Committee Mandate Exercise the full powers of the Board in all matters of administrative urgency, reporting every action at the next meeting of the Board. Responsibilities  Establish and recommend to the Board the performance evaluation process for the CEO and COS;  Ensure that the CEO and COS evaluation is conducted on an annual basis, reporting and making recommendations to the Board;  Ensure a CEO and Chief of Staff succession plan is in place;  Determine and recommend to the Board compensation for the CEO and Chief of Staff based upon their annual performance evaluation;  Establish on an annual basis, a committee work plan that is related to the organizational strategic plan;

10. Governance & Nominating Committee Mandate Board development, education, orientation, effectiveness and evaluation. Responsibilities  Ensure public accountability through the development of appropriate processes and indicators that enable the Board to measure and monitor its performance;  Ensure the Board’s own rules of conduct, its By-Laws, and policies are consistent with changing circumstances and public policy;  Recommend a slate of nominees for election to the Board at the annual meeting, in accordance with the nomination process set out in the Policies and By-Laws and to fill any interim vacancies on the Board;

11. Governance & Nominating Committee Responsibilities…continued  Identify candidates to serve as Community members of designated Board Standing Committees;  Responsible for ongoing succession planning for leadership on the Board and the recommendation of a slate of officers;  Develop and recommend By-Laws and Policies to the Board for approval;  Establish on an annual basis, a committee work plan that is related to the organizational strategic plan;  Ensure alignment of Board and Committee work plans; and  Develop an overall reporting matrix to assist the Board in monitoring compliance with the goals and objectives established through the Committee and Board work plans.

12. Finance Committee Mandate Assist the Board in discharging its responsibility for monitoring the budget and key indicators of financial performance of HSN. Responsibilities  review, provide input and recommend to the Board for approval: – a detailed annual budget for capital and operating revenues and expenditures for the ensuing fiscal year; – the Hospital Annual Planning Submission (HAPS); – the Hospital Service Accountability Agreement (H-SAA); – the monthly financial statements;

13. Finance Committee Responsibilities…continued  inform and advise the Board on financial risk management and financial matters as requested, including but not limited to insurance coverage & premium renewal, banking & credit facilities;  review and recommend changes annually to the Board on Performance Indicators as reported in Balanced Scorecard;  review Balanced Scorecard Performance Indicators and H-SAA indicators on a quarterly basis prior to formal Board presentations;  review and recommend changes annually to Governance Committee on Board financial policies;  establish on an annual basis, a committee workplan that is related to the organizational strategic plan.

14. Quality Committee Mandate Assist the Board in discharging its responsibility for monitoring the quality of care and safety and other indicators of organizational quality at HSN. Responsibilities  review, monitor and evaluate the quality and safety processes and balance scorecard indicators established for the performance of the Corporation prior to formal Board presentation;  consider and recommend definitions, policies, standards, process and outcome benchmarks, or other means by which the overall performance of the Corporation and its programs can be measured;  review reports and consider recommendations from management and relevant Corporation committees regarding the quality of care and safety, best practice initiatives, and the results of other quality evaluation activities carried out by the Corporation, including changes that may be required as a result of government policy;

15. Quality Committee Responsibilities….continued  jointly with the Finance Committee, on an annual basis, review and provide input to the Board on the clinical implications of the Hospital Annual Planning Submission (HAPS) and the Hospital Services Accountability Agreement (H-SAA);  recommend Board policies for risk management related to patient care and safety, monitor the processes used to identify and control Corporation liability and review relevant reports;  review and recommend for approval, Board policies as required relating to the ethical dimensions of the Corporation’s health care activities;  review the human resource plan and related policies guiding the effective deployment and health and safety of all;

16. Quality Committee Responsibilities….continued  monitor the Corporation’s processes directed at ensuring that patient care programs and services and the various quality improvement and quality control activities of the Corporation are in compliance with internal and external accreditation;  assess on a regular basis the Corporation’s total quality management related activities and results and report to the Board;  review on a regular basis adherence to the centre’s standards on emergency preparedness education and drills; and  establish on an annual basis, a committee workplan that is related to the organizational strategic plan.

17. Audit Committee Mandate Assist the Board in fulfilling its oversight responsibility with respect to the accuracy of financial reporting, ensuring that appropriate systems of internal controls have been established by management, and oversee the internal and external audit process. Responsibilities  Meet with the Auditors two times per fiscal year;  Review the annual audited financial statements before submission to the Board;  Review the effectiveness of the overall process for identifying risks affecting financial reporting;  Review management’s assessment of compliance with laws, rules, regulations, and contracts;

18. Audit Committee Responsibilities…continued  Review management’s assessment of the adequacy and effectiveness of internal controls over the accounting and financial reporting systems, and recommendations of internal and external auditors;  Consider and recommend to the Board the reappointment or appointment of external auditors;  Review and approve any internal audit plans;  Obtain assurance that management has established the appropriate control environment that emphasizes accountability of employees for the management of funds, and has implemented appropriate policies and procedures with respect to controlling and safeguarding assets;  Establish on an annual basis, a committee work plan that is related to the organizational strategic plan.

19. Medical Advisory Committee Mandate Ensure that its members provide services within the Academic Health Sciences Centre’s Program Management Model and acknowledge accountabilities for budget and resource allocation are provided for at the program level, with program Administrative and Medical Directors reporting through to Senior Management. Responsibilities  Provide Strategic Advice and Direction to the Board and SMT;  Support program empowerment to enhance front line management/physician resolution of issues;  MAC members will bring their Department/Service resource discussions to their program council and program directors for resolution;

20. Medical Advisory Committee Responsibilities…continued  Perform the functions as set out in the Academic Health Sciences Centre’s Management Regulation;  Make recommendations to the Board concerning such matters as are from time to time prescribed by the Public Hospitals Act and Regulations thereunder;  Provide supervision over the practice of medicine in the Centre;  Appoint such Committees as are required for carrying out its functions;  Receive, consider and act upon the report from each of its appointed Committees;

21. Medical Advisory Committee Responsibilities…continued  Inform the Medical Staff at each regular meeting of any business transacted by the MAC and refer to the Medical Staff such items as, in the opinion of the MAC, warrant discussion and ratification of the Medical Staff as a whole;  report to the Board, the Chief Executive Officer and the Medical Staff, concerning the practice of medicine in the Centre, in relation to professionally recognized standards of medical care;  Review, evaluate and make recommendations on the following matters affecting the medical staff: a)the functioning of the Medical Advisory Committee; b)privileges; c)medical human resource planning, d)departmental and service activities; e)process of handling complaints, and f)Hospital By-laws, Rules and Regulations and Policies.

22. Building, Facilities & Long Range Planning Committee Mandate Assist the Board in discharging its responsibilities for renewal of physical resources. Responsibilities  review, recommend to the Board and in some instances provide input regarding capital expansion, construction or renovation of the Corporation’s facilities and properties;  recommend to the Board an annual capital plan for facilities and major equipment;  recommend to the Board acquisition and disposition of property;  develop and recommend to the Board a Long Range Facility Corporation Plan consistent with the Board’s Strategic Plan; and  develop an annual workplan.

23. Reporting Format Consent Agenda  Board is provided with Standing Committee reports for information only (other than matters explicitly requiring Board discussion and approval) instead of receiving full committee minutes.  Motions for Board approval as agenda topics specific to a Board responsibility and supported by decision-support report from Committee or management  Management Team and Standing Committees use same decision-support template  All recommendations supported by options considered and implications for mission, quality, risk, finance