TABLE OF CONTENTS - Perley Rideau

347
The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS TABLE OF CONTENTS (Updated August 2019) Page 1 of 10 TABLE OF CONTENTS GOVERNANCE GUIDE OVERVIEW VOLUME I – AUTHORITIES Overview Ontario Not-for-Profit Corporations Act Long-Term Care Homes Act Letters Patent The Rideau Veterans Home Transfer Agreement By-Laws Service Accountability Agreements Memorandum of Understanding with the Foundation Appendix A: The Perley and Rideau Veterans’ Health Centre By-Laws (approved June 6, 2019) VOLUME II – STRATEGY Overview Mission Vision Strategies VOLUME III – GOVERNANCE Overview

Transcript of TABLE OF CONTENTS - Perley Rideau

Page 1: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 1 of 10

TABLE OF CONTENTS

GOVERNANCE GUIDE OVERVIEW VOLUME I – AUTHORITIES

Overview Ontario Not-for-Profit Corporations Act Long-Term Care Homes Act Letters Patent The Rideau Veterans Home Transfer Agreement By-Laws Service Accountability Agreements Memorandum of Understanding with the Foundation

Appendix – A: The Perley and Rideau Veterans’ Health Centre By-Laws (approved June 6, 2019)

VOLUME II – STRATEGY

Overview Mission Vision Strategies

VOLUME III – GOVERNANCE

Overview

Page 2: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 2 of 10

Part 1 – Ethics and Values Overview

Board Policy: Code of Ethical Conduct, BOARD-2017-01

Appendices –

A: Residents’ Bill of Rights B: Core Values of the Perley Rideau

Ethical Issues/Dilemma Resolution Policy, BOARD-2014-06

Part 2 – The Board of Directors Overview Chapter 1 – Board Structure, Responsibilities and Operating Philosophy

1.1 General 1.1.1 Governing Legislation 1.1.2 By-Laws 1.1.3 Corporate Members 1.1.4 Policies/Guidelines 1.2 Board Structure 1.3 Authority and Accountability 1.4 Roles and Responsibilities of the Board 1.4.1 Principal Functions 1.4.2 Specific Responsibilities 1.5 Board Operating Philosophy 1.5.1 General 1.5.2 Style of Governance 1.5.3 Organizational Culture Appendix – A: Principles for PRVHC Board of Directors: “How We Want to be Viewed by Others”

Chapter 2 – Officers of the Board

2.1 General 2.2 Role of the Chair 2.3 Vice Chair 2.4 Treasurer 2.5 Secretary 2.6 Chief Executive Officer

Page 3: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 3 of 10

2.7 Non-Board Officers

Appendix – A: Process for Identifying Candidates for Board Chair and

other Officers of the Board Chapter 3 – Board Committees

3.1 General 3.2 Authority of Committees 3.3 Composition 3.4 Adjunct Advisors 3.5 Function 3.6 Meetings 3.7 Relationship to Staff 3.8 Committee Terms of Reference

Appendices – A: Terms of Reference, Executive Committee B: Terms of Reference, Governance and Planning Committee C: Terms of Reference, Quality of Life and Safety Committee D: Terms of Reference, Audit and Risk Management Committee E: Terms of Reference, Stakeholder and Community Relations Committee F: Terms of Reference, Special Committee on Seniors’ Village Expansion (SVEC) G: Terms of Reference, Special Committee on Centre of Excellence (CoE)

H: Terms of Reference, Adjunct Advisors I: Process: Committee Structure and Membership Planning

Chapter 4 – Directors’ Duties, Obligations and Liabilities

4.1 General 4.2 Standard of Care

4.3 Conflict of Interest 4.3.1 Examples of Conflict of Interest 4.4 Liability and Indemnification 4.4.1 Examples of Potential Liability 4.4.2 Indemnification 4.5 Confidentiality 4.6 Oath of Office 4.7 Expectations of Board Members Appendices – A: Annual Conflict of Interest Declaration (Directors and Adjunct Advisors) B: Oath of Office (Directors and Adjunct Advisors)

Page 4: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 4 of 10

Chapter 5 – Selection, Recruitment, Training and Development

5.1 General 5.2 Recruitment 5.3 Selection of Directors 5.3.1 Selection Criteria 5.3.2 Selection Process 5.4 Terms 5.5 Vacancy on the Board 5.6 Training and Development 5.6.1 Information Needs 5.6.2 Training Program

5.6.2.1 Mentoring Program 5.6.2.2 Orientation Program 5.6.2.3 Continuing Education Program

5.6.3 Evaluation 5.7 Director Development and Recognition 5.7.1 Director Experience Development 5.7.2 Director Team Building 5.7.3 Director Recognition 5.7.4 Honorary Directors

Chapter 6 – Board Management

6.1 General 6.2 Planning 6.3 Board Annual Work Cycle 6.4 Meetings 6.4.1 Meetings of the Corporation 6.4.2 Board Meetings 6.4.3 In Camera Meetings 6.4.4 Board Committee Meetings 6.5 Disposition of Complaints 6.5.1 Service Complaints 6.5.2 Disposition of Complaints and Disputes Involving Directors 6.6 Conflict Resolution 6.7 Board Performance Evaluation 6.7.1 Evaluation Surveys 6.7.2 Process 6.8 Board Member Expenses 6.9 Board Governance Records 6.9.1 Board Governance Records 6.9.2 Collection and Retention of Records 6.9.3 Board Confidentiality 6.9.4 Board Responsibility

Page 5: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 5 of 10

Appendices – A: Integrated Work Planning B: Guidance for Managing Conflict C: Annual Board Performance Survey D: Annual Committee Performance Survey E: Individual Director Self-Assessment

Part 3 – Executive Authority Overview Chapter 1 – Chief Executive Officer

1.1 General 1.2 CEO’s Responsibilities 1.3 Recruitment and Appointment of the CEO 1.4 Employment Contract 1.5 Managing and Supporting the CEO 1.6 CEO’s Performance Evaluation 1.7 CEO’s Compensation 1.8 Succession Planning and Senior Management Appointments 1.8.1 Succession Planning for the CEO 1.8.2 Termination of the CEO

Appendices – A: Accreditation Canada Standards for Recruitment, Selection and Evaluation of the CEO B: CEO’s Job Description C: Performance Management for the CEO Chapter 2 – Non-Board Officers

2.1 General 2.2 Chief Operating Officer’s Responsibilities 2.3 Chief Financial Officer’s Responsibilities 2.4 Medical Director’s Responsibilities

Page 6: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 6 of 10

Part 4 – Stewardship: Guidance for Good Governance Overview Chapter 1 – Governance

1.1 General 1.2 Role of the Board in Governance 1.3 Stewardship 1.4 The Board and Management 1.4.1 Differentiating Board and Management Roles 1.4.2 Seven Guiding Principles 1.5 Governance Standards 1.6 Conducting a Governance Audit 1.7 Governance and Planning Committee

Appendices – A: Accreditation Canada Standards for Sustainable Governance (2017) B: Governance Review Checklist C: The Effective Not-for-Profit Board

Chapter 2 – Strategic Planning and Management

2.1 General 2.1.1 Standards for Strategic Planning 2.2 Strategic Management 2.2.1 Components of Strategic Management 2.3 Strategic Planning 2.3.1 Timing 2.3.2 Strategic Analysis 2.3.3 Process Characteristics 2.3.4 Communicating the Strategic Plan 2.3.5 Strategic Reviews and Assessments 2.3.6 Annual Operating Plan 2.3.7 Review of Strategic Planning Processes

Appendices – A: Planning Cycle and related Board and Management Responsibilities B: Strategic Planning and Management Review Checklist

Page 7: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 7 of 10

Chapter 3 – Quality

3.1 General 3.2 Organizational Quality

3.2.1 Ethics and Values 3.2.2 Board’s Roles in Quality

3.3 Quality Management 3.4 Quality Improvement 3.5 Quality Improvement Plan (QIP) 3.6 Quality of Life and Safety Committee 3.7 Performance Monitoring 3.8 Safety in Health Care 3.8.1 Enhancing Safety in Health Care 3.8.2 Safety Management System 3.8.3 Safety Health of the Organization Appendix –

A: Safety Management Review Checklist

Chapter 4 – Financial Stewardship

4.1 General 4.1.1 Financial Stewardship 4.1.2 Standards 4.1.3 Audit and Risk Management Committee 4.2 Fundamentals 4.2.1 Assets 4.2.2 Liabilities 4.2.3 Unfunded Liabilities 4.2.4 Financial Statements 4.2.5 Annual Operating Budget 4.2.6 Internal Controls 4.3 Framework for Financial Stewardship 4.3.1 Organization 4.3.2 Planning 4.3.3 Policies, Process and Guidelines 4.3.4 Performance Monitoring 4.3.5 External Financial Audit 4.3.6 Accountability 4.4 Review of Financial Stewardship

Appendices –

A: CEO’s Responsibilities re Financial Stewardship B: Review Checklist for Financial Stewardship

Page 8: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 8 of 10

Chapter 5 – Human Resources Stewardship

5.1 General 5.1.1 HR Management Policy Framework 5.1.2 Board Responsibilities 5.2 Chief Executive Officer (CEO) 5.3 Compensation 5.4 Oversight of HR Management 5.4.1 Tone at the Top 5.4.2 Laws and Regulations Governing HR 5.4.3 Potential Liabilities for Board Members 5.4.4 HR Strategy and Policies 5.4.5 Employment Relationships 5.4.6 Hiring Senior Management 5.4.7 Succession Planning 5.5 Periodic Review and Audit 5.6 Reporting to the Board

Appendix – A: Human Resources Review Checklist

Chapter 6 – Stakeholder Relations

6.1 General 6.1.1 How We Want to be Viewed by Others 6.2 Accountability 6.3 Responsibilities 6.3.1 Standards 6.3.2 The Chairman 6.3.3 The CEO 6.3.4 Board Chair and CEO 6.3.5 Stakeholder and Community Relations Committee 6.3.6 Board Members 6.4 Building Relationships 6.4.1 Stakeholder Management 6.4.2 Identifying Key Stakeholders 6.4.3 Political Relationships 6.4.4 Relationship with the Media 6.4.5 Relationship with the Perley Rideau Foundation 6.5 Public Communications 6.5.1 Who Speaks for the Perley Rideau? 6.5.2 Public Accountability 6.6 Advocacy

6.6.1 AdvantAge Ontario (formerly the Ontario Association of Non-Profit Homes and Services for Seniors - OANHSS)

Page 9: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 9 of 10

6.7 Stakeholder Relations Review

Appendices – A: Sample of Perley Rideau Stakeholders B: Joint Communications Strategy – Health Centre / Foundation C: Stakeholder Relations Review Checklist

Chapter 7 – Enterprise Risk Management

7.1 General 7.1.1 Risk Management Standards 7.1.2 Board’s Role in Risk Management 7.2 Enterprise Risk Management 7.2.1 Forms of Risk 7.2.2 Phases of Risk Management 7.2.3 Risk Acceptability 7.2.4 Risk Tolerance 7.2.5 Board Behaviour 7.2.6 Reviewing Enterprise Risk Management

Appendices – A: Review Checklist for Risk Management

Chapter 8 – Performance Management

8.1 General 8.1.1 Stewardship 8.2 Performance Monitoring 8.2.1 How to Measure and Monitor Performance? 8.2.2 Performance Monitoring Standards 8.2.3 Board’s Performance Monitoring Responsibilities 8.3 Performance Management 8.3.1 Factors Affecting Performance Management for the Board 8.3.2 Performance Reporting 8.3.3 The Board’s Use of Performance Monitoring Reports 8.3.4 Reviewing Performance Management

Appendix – A: Review Checklist for Performance Monitoring System

Page 10: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre

BOARD GOVERNANCE GUIDE FOR DIRECTORS

TABLE OF CONTENTS (Updated August 2019) Page 10 of 10

VOLUME IV – BOARD POLICY DIRECTION TO MANAGEMENT Overview Appendices – 1: Policy Definitions 2: Process for Approval of Perley Rideau Board Direction to Management Policies

Index of Board-Approved Policies Board Direction to Management Policies (included in this Volume unless otherwise indicated):

BOARD-2014-01 CULTURE OF SAFETY BOARD-2014-02 OFFICIAL LANGUAGES BOARD-2017-01 * CODE OF ETHICAL CONDUCT and its Appendices – A: Residents’ Bill of Rights* B: Core Values of the Perley Rideau* BOARD-2014-06 * ETHICAL ISSUES/DILEMMA RESOLUTION POLICY

* The Board’s Ethics Policies can be found in Vol. III, Part 1. BOARD-2014-08 ADVOCACY ON BEHALF OF PERLEY RIDEAU BOARD-2014-09 DISCLOSURE OF INFORMATION BOARD-2014-10 SMOKING AT THE PERLEY RIDEAU BOARD-2014-11 HONOURING THE PERLEY RIDEAU’S MILITARY HERITAGE IN THE SENIORS’ HOUSING BOARD-2015-01 COMMUNITY AND STAKEHOLDER ENGAGEMENT BOARD-2015-02 PARTNERING ARRANGEMENTS & RISK:

Informing the Perley Rideau Board BOARD-2015-03 SHARED GOVERNANCE OVERSIGHT FOR CLINICAL PARTNERING ARRANGEMENTS BOARD-2016-01 INVESTMENT POLICY “The Ted Gordon Investment Policy Statement” BOARD-2017-02 DELEGATED SIGNING AUTHORITY

Page 11: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

GOVERNANCE GUIDE OVERVIEW (Board Approved 06Feb2014; updated July2017)

THE PERLEY AND RIDEAU VETERANS’ HEALTH CENTRE

GOVERNANCE GUIDE

OVERVIEW Preamble The Perley and Rideau Veterans’ Health Centre is a not-for-profit corporation known for its innovation and leadership in caring for seniors with a unique responsibility for veterans. It offers long-term care, short-stay respite and convalescent care programs, as well as day programs. Building on more than a century of experience with an excellent reputation in caring for seniors, the “Perley Rideau” is undergoing a metamorphosis from primarily providing residential long-term care to providing a broader spectrum of accommodations and services aimed at improving the health, safety and well-being of seniors and veterans throughout the community. As the Perley Rideau’s facilities, programs and services expand, so too the scope of governance is changing rapidly. Across the globe shareholders and stakeholders are demanding an increasing level of vigilance and accountability of governing bodies for all corporations including not-for-profit corporations. The Perley Rideau’s governing body is the Board of Directors, responsible to The Perley and Rideau Veterans’ Health Centre Corporation. Guided by the By-Laws of the Corporation, governing legislation and its own policies, this group of volunteers strives to meet the diverse expectations of its many stakeholder groups. Governance in the 21st century goes well beyond providing traditional fiduciary oversight. Today, inter alia, boards are also expected to:

Develop clear direction for the organization; Build and disseminate knowledge throughout the organization; Promote and maintain positive relationships with stakeholders; Identify and respond appropriately to relevant strategic risks and opportunities; and Monitor organizational performance, including the achievement of goals and

objectives, quality improvement, financial planning and control, and the effective and efficient use of the human capital and infrastructure.

Page 12: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

GOVERNANCE GUIDE OVERVIEW (Board Approved 06Feb2014; updated July2017)

Purpose The purpose of this Governance Guide is to provide the Directors of the Board of The Perley and Rideau Veterans’ Health Centre with comprehensive reference material to assist them in their diverse governance tasks of:

Fiduciary oversight; Direction setting; Executive oversight; Resource stewardship including financial oversight; Risk management; Stakeholder relations; and Performance evaluation.

In 2009, The Board of Directors approved and implemented a “Board Governance Guide for Directors”. This document has served the Board well. Building upon the strengths of the original version, this revised edition aims to:

Improve user-friendliness, particularly navigation; Enhance the comprehensiveness of coverage; Update material consistent with best governance practices; Clarify responsibilities (specifically Board vs. management); Provide guidance for Committees; and Enhance baseline knowledge for orientation of new members and adjunct advisors.

Layout The Governance Guide comprises four Volumes:

Volume I – Authorities is a compendium of the principal documents providing the framework of authorities under which the Board must function; Volume II – Strategy includes the approved vision, mission and strategic direction of the Perley Rideau to guide the Board in its decision making. Volume III – Governance includes specific guidance for the effective functioning of the Board. It is provided in four parts, covering:

Part 1 - The Perley Rideau’s framework of ethics and its core values; Part 2 - Guidelines for the effective functioning of the Board itself; Part 3 - Guidelines for the Board for assuring effective executive performance by the Chief Executive Officer; and Part 4 - Guidelines for the Board for the provision of effective stewardship of the Perley Rideau’s mission, resources and reputation.

Page 13: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

GOVERNANCE GUIDE OVERVIEW (Board Approved 06Feb2014; updated July2017)

Volume IV – Board Policies is a compendium of those policies approved by the Board which direct various aspects of the Perley Rideau’s operations. (They do not include those policies restricted in application to the governance of the Board, which are in Volume III.)

Usage The Governance Guide is intended to provide consolidated reference material, principally for use by Directors. It is intended to be constructive and informative, rather than prescriptive or directive. The scope of the material is broad enough that Board members should be able to readily find pertinent guidance for most any aspect of the Board’s normal roles and responsibilities. Credit This Governance Guide has been prepared to assist the Board of Directors in providing effective governance strictly for The Perley and Rideau Veterans’ Health Centre. The Board acknowledges that this manual has been informed by several reference documents including: “Governing for Results” by Mel Gill, copyright 2005; “Guide to Good Governance” by the Ontario Hospital Association (OHA), 2005; Several booklets by the Canadian Institute of Chartered Accountants (CICA) from their

series “20 Questions Directors of Not-For-Profit Organizations Should Ask About...”; and Accreditation Canada’s Governance Standards, 2017.

Governance Guide Review Schedule This Governance Guide will be updated annually with additions, new policies and/or revised policies, and, at three-year intervals, will be reviewed in its entirety to determine the need and extent of update required.

**************

Page 14: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOLUME I – AUTHORITIES – OVERVIEW (Board Approved 06Feb2014, updated 30Aug2017) Page 1 of 3

VOLUMEI–AUTHORITIES

OVERVIEW

The Perley Rideau is subject to a plethora of legislation and regulations, from all three levels of government. Day-to-day operations of the Health Centre are further controlled through a variety of industry standards – all of which are subject to regular compliance checks by governing authorities. In addition, the Perley Rideau is signatory to several documents which are authoritative in the context of providing effective governance. This Volume identifies the principal documents providing the authorities under which the Board must function. These include:

Ontario Not-for-Profit Corporations Act. Currently, not-for-profit organizations are subject to the Corporations Act; under this statute the Perley Rideau gains its legal personality. However, a new statute dedicated to not-for-profit corporations is coming into effect; it is easier to understand and makes it easier for not-for-profit corporations to operate. The new legislation is structured on four guiding principles: transparency and accountability; flexibility and permissiveness; responsiveness and efficiency; and fairness. Upon Proclamation the Act will:

o Enhance corporate governance and accountability; o Simplify the incorporation process; o Give more rights to members; and o Better protect directors and officers from personal liability.

Directors should have some familiarity with the provisions of this new Act. It is on the Government of Ontario’s web site at: http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_10n15_e.htm

Long-Term Care Homes Act. This Act governs all for-profit and not-for-profit long-term care homes in Ontario. The fundamental principle to be applied in the interpretation of this Act and anything required or permitted under this Act is that a long-term care home is primarily the home of its residents and is to be operated so that it is a place where they may live with dignity and in security, safety and comfort and have their physical, psychological, social, spiritual and cultural needs adequately met. The Long-Term Care Homes Act governs the day-to-day activities of the Perley Rideau and therefore all Directors should be familiar with its provisions. It can be found on the

Page 15: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOLUME I – AUTHORITIES – OVERVIEW (Board Approved 06Feb2014, updated 30Aug2017) Page 2 of 3

Government of Ontario’s web site at: http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_07l08_e.htm

Letters Patent. The Perley and Rideau Veterans’ Health Centre is a corporation pursuant to the laws of Ontario. Originally incorporated by certificate dated 18 October 1897, the Perley Rideau was given its current name and objects by supplementary letters patent in December 1999. The supplementary letters patent provide for the objects of the Corporation and special provisions attached thereto including its not-for-profit status and that it is to be governed by Directors who receive no financial gain for their services. A copy of the supplementary letters patent is included on the Perley Rideau website under Governance.

Rideau Veterans Home Transfer Agreement. The Rideau Veterans Home Transfer

Agreement is an agreement dated 25 March 1992 between the Minister of Veterans Affairs Canada, the Minister of Health Ontario, and the Perley Hospital. The agreement is an arrangement between the three parties for the costs of construction of the original Perley and Rideau Veterans’ Health Centre as well as an ongoing service arrangement. At that time, the Perley and Rideau Veterans’ Health Centre was a 450 bed facility which replaced the 150 beds at the Rideau Veterans’ Hospital, the 50 Veterans’ beds at the National Defence Medical Centre, 200 beds at the Perley Hospital, and 50 Veterans’ beds from the Institute of Victoria Hospital in London, Ontario. Many of the provisions have been overtaken by events and new construction; however, it is a significant agreement and the service provisions are still binding on the Perley Rideau. The Perley and Rideau Veterans’ Health Centre provides Veterans Affairs Canada with a letter on an annual basis that stipulates the type and level of services to be provided to veterans and the associated budget. The agreement is available on the Perley Rideau website under Governance / Board Members Only / Board Research Tools. The most recent annual letter is also provided on the website.

By-Laws. The By-Laws of the Perley and Rideau Veterans’ Health Centre are the rules

provided to the Board of Directors by the members of the Corporation to carry out the day-to-day activities of the Perley Rideau in pursuit of the Corporation’s lawful purposes. The up-to-date amended version of the By-Laws is on the Perley Rideau website under Governance and is appended to this Overview (Appendix A).

Service Accountability Agreements. The Perley Rideau is signatory to service accountability agreements with the Province of Ontario through the Champlain LHIN (Local Health Integration Network) for the provision of health care services as defined in the agreements. They set out the terms and conditions on which the LHIN provides funding to the Perley Rideau and the performance obligations of the Perley Rideau in return for that funding. The service accountability agreements promote continuous quality improvement and the efficient delivery of high quality services. Copies can be found on the Perley Rideau website under Governance / Board Members Only / Board Research Tools.

Page 16: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOLUME I – AUTHORITIES – OVERVIEW (Board Approved 06Feb2014, updated 30Aug2017) Page 3 of 3

Memorandum of Understanding with the Foundation. The Perley and Rideau Veterans’ Health Centre Foundation is a separate corporate entity with a mission of raising funds for the Health Centre. The Memorandum of Understanding (MOU) between the Health Centre and the Foundation provides the context and the terms of reference for the working relationship between the two separate corporate entities. A copy of the MOU is provided on the Perley Rideau website.

**************

Page 17: TABLE OF CONTENTS - Perley Rideau

AUTHORITIES OVERVIEW Appendix A

Page 18: TABLE OF CONTENTS - Perley Rideau
Page 19: TABLE OF CONTENTS - Perley Rideau
Page 20: TABLE OF CONTENTS - Perley Rideau
Page 21: TABLE OF CONTENTS - Perley Rideau
Page 22: TABLE OF CONTENTS - Perley Rideau
Page 23: TABLE OF CONTENTS - Perley Rideau
Page 24: TABLE OF CONTENTS - Perley Rideau
Page 25: TABLE OF CONTENTS - Perley Rideau
Page 26: TABLE OF CONTENTS - Perley Rideau
Page 27: TABLE OF CONTENTS - Perley Rideau
Page 28: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL II – STRATEGY – OVERVIEW (Board Appr. 06Feb2014, Updated as appr. 01Jun2017; updated 17Jul2018) Page 1 of 3

VOLUMEII–STRATEGY

OVERVIEW

The Perley Rideau Board is responsible for establishing the Corporation’s overall direction through the development, approval and regular review of a Strategic Plan, which identifies the "key areas" in which the Board wants to focus the activities of the organization. The Strategic Plan records the decisions the Board has made with respect to its strategic intentions. The plan includes broad strategic directions and the general goals for each, as well as the rationale, analyses and background information supporting those decisions. The Perley Rideau is currently expanding its facilities, services and programs as it strives to become a hub for improving the well-being of seniors and veterans in the community. Purpose This volume provides the approved vision, mission, and strategies to guide the Board and management in their decision-making. The Perley Rideau’s direction for the next 10 to 15 years and its supporting rationale are defined by Perley Rideau’s current strategic master plan, “Whither the Perley Rideau, Version II (2017)”. The document establishes the case for change, describes the vision embraced by the Health Centre, and outlines the strategy of how that vision will be realized. The vision is long-term and the strategy broad in its considerations. It is intended to provide the general guidance (objectives, goals and strategies) to shape the evolution of the Health Centre to meet the challenges and changing demands to be faced. The essence of the strategy is twofold: increasing relevance and value to the healthcare system and improving sustainability. The first part will be accomplished by expanding the Health Centre’s capacity along the Continuum of Care, thus supporting government policy to reduce costs, and by specializing in the care of frail seniors to meet growing demand. The second part will be accomplished by ensuring continued support from government, by growing commercial revenues and by decreasing costs through improved efficiency. Whither the Perley Rideau, Version II (2017) can be found on the Perley Rideau website (www.perleyrideau.ca).

Page 29: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL II – STRATEGY – OVERVIEW (Board Appr. 06Feb2014, Updated as appr. 01Jun2017; updated 17Jul2018) Page 2 of 3

Mission The stated mission for the Perley Rideau is: “To achieve excellence in the health, safety and well-being of Seniors and Veterans with a focus on innovation in person-centred and frailty-informed care and service.” Vision The Perley Rideau’s vision is: “Leading innovation in frailty-informed care to enable Seniors and Veterans to live life to the fullest.” Strategies To fulfill this broad vision the Perley Rideau is embarking on four clear strategies:

Excellence in Care and Service The Perley Rideau is first and foremost a home for residents. Our goal is to create a safe, healing and happy environment where all individuals are known, accepted and treated with dignity and respect. Achieving this involves several sub-strategies. Person- and Family-Centred Care Quality of Care Quality of Life Safety Honour our Veterans Support for Other Qualified Veterans.

Ensure Sustainability The Perley Rideau cannot meet its mandate or achieve its vision if it is not sustainable. Government revenues continue to fall short of the costs of meeting the needs of residents – a situation that will likely worsen. Sustainability is about far more than just money, however, for it implies the Perley Rideau must be perceived as indispensable to government and the community it serves. Therefore, we will pursue a strategy which will realize a sustainable Health Centre delivering high value for money. Achieving this will require pursuit of the following sub-strategies:

Optimize Efficiency Achievable Re-capitalization Plan Increase Business Revenue Increase Donations Sustain Revenues from Government Environmental Sustainability Support Healthcare Reform.

Page 30: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL II – STRATEGY – OVERVIEW (Board Appr. 06Feb2014, Updated as appr. 01Jun2017; updated 17Jul2018) Page 3 of 3

Maintain a Quality Workforce

Demographic shifts will lead to a broad shortage of healthcare workers, increased competition and higher wages. The Perley Rideau is likely to face staff shortages and declining expertise among staff. To mitigate this trend, the Health Centre will pursue a strategy of maintaining an effective, quality workforce operating in an exciting, high-quality work environment. Achieving this will require pursuit of the following sub-strategies: Effective Long-Term Recruitment and Retention Effective Staff Education and Development Maintain an Attractive, Quality Work Environment Maintain an Effective Volunteer Program.

Lead and Advocate for Change

To realize its vision, the Perley Rideau will both lead, and advocate for, change in the healthcare system, and particularly in long-term care (LTC). It will strive to be a credible, nationally recognized leader in frailty-informed care and a highly valued partner, particularly in LTC. Achieving this will require pursuit of the following sub-strategies: An Innovative Culture Ensure Effective Communications Collaboration with Government Build Staff-Union Partnership Maintain Community Support Develop Alliances and Partnerships.

************** Note: Guidance to Directors for the processes of strategic planning and for sustaining strategic management is contained in Chapter 2 – Strategic Planning and Management in Part 4 of Volume III.

Page 31: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE – OVERVIEW (Board Approved 06Feb2014) Page 1 of 2

VOLUME III – GOVERNANCE

OVERVIEW

Simply, governance is the process of providing corporate leadership by setting direction, making policy and strategy decisions, overseeing and monitoring organizational performance, and ensuring overall accountability. In the context of the Perley Rideau, the Board of Directors is considered to be the Corporation’s “governing body”, responsible for providing good governance. Purpose This Volume provides practical guidance for the Board of Directors aimed at enhancing the quality of governance at the Perley Rideau consistent with contemporary standards and best practices in successful not-for-profit organizations. New Board members may utilize this material to familiarize themselves with the processes of good governance at the Perley Rideau. More experienced Board members may draw upon various aspects to confirm the efficacy of their recommendations and direction. Layout Volume III is divided into four parts:

• Part 1 – Ethics and Values. The Perley Rideau is committed to sustaining a culture of the highest practicable ethical standards. This part provides a framework for the Perley Rideau’s ethical behaviour and defines the core values governing the behaviour of the Perley Rideau family, i.e. the residents and clients, their families and friends, the staff and volunteers.

• Part 2 – The Board of Directors. This part, containing seven chapters, outlines the structure, responsibilities and to some extent the procedures necessary for the effective fulfillment of the Board’s functions as distinct from those of the CEO and management. It outlines the Board’s operating philosophy and includes guidance for the recruiting and training of new Board members, for the conduct of Board and Committee meetings, for the evaluation of collective and individual performance, and even for the maintenance of Board records.

Page 32: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE – OVERVIEW (Board Approved 06Feb2014) Page 2 of 2

• Part 3 – Executive Authority. This part focuses on issues of executive authority; i.e. how the Chief Executive Officer (CEO) is expected to discharge the direction set by the Board of Directors. It comprises one chapter which outlines procedures for the Board’s management of the CEO’s performance.

• Part 4 – Stewardship: Guidance for Good Governance. Stewardship embodies

responsible planning and management of all its assets. In effect, the Board of Directors, as governors, is charged with a mandate to be the stewards for the property and mission of the Perley Rideau. This mandate goes well beyond fiduciary oversight to ensure compliance with legal requirements. The sustainability of the Perley Rideau requires sound stewardship to meet the public’s growing expectations for integrity, accountability, and transparency by not-for-profit health service providers. This part provides wide-ranging guidance to Directors and Committees in such areas as the mission, strategic planning, risk management, reputation, and performance management for the effective stewardship of all the Perley Rideau’s assets.

**************

Page 33: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 1 – Ethics and Values / OVERVIEW (Board Approved.06Apr2017) Page 1 of 2

VOLUMEIII–GOVERNANCE

PART 1 – ETHICS AND VALUES

OVERVIEW Ethical behaviour in human conduct is morally correct, honourable, just, principled, honest and trustworthy. The Perley Rideau has a long tradition and reputation of ethical behaviour and remains committed to maintaining this culture.

The fundamental principle of the Long-Term Care Homes Act is that a long-term care home is primarily the home of the residents and is to be operated so that it is a place where they may live with dignity and in security, safety and comfort and have their physical, psychological, social, spiritual and cultural needs adequately met.

The preamble to the Act goes on to state that the people of Ontario and their Government:

o Believe in resident-centred care; o Remain committed to the health and well-being of Ontarians living in long-term care

homes now and in the future; o Strongly support collaboration and mutual respect amongst residents, their families and

friends, long-term care home providers, service providers, caregivers, volunteers, the community and governments to ensure that the care and services provided meet the needs of the resident and the safety needs of all residents;

o Recognize the principle of access to long-term care homes that is based on assessed need; o Firmly believe in public accountability and transparency to demonstrate that long-term

care homes are governed and operated in a way that reflects the interest of the public, and promotes effective and efficient delivery of high-quality services to all residents;

o Firmly believe in clear and consistent standards of care and services, supported by a strong compliance, inspection and enforcement system;

o Recognize the responsibility to take action where standards or requirements under this Act are not being met, or where the care, safety, security and rights of residents might be compromised;

o Affirm our commitment to preserving and promoting quality accommodation that provides a safe, comfortable, home-like environment and supports a high quality of life for all residents of long-term care homes;

o Recognize that long-term care services must respect diversity in communities; o Respect the requirements of the French Language Services Act in serving Ontario’s

Page 34: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 1 – Ethics and Values / OVERVIEW (Board Approved.06Apr2017) Page 2 of 2

Francophone community; o Recognize the importance of fostering the delivery of care and services to residents in an

environment that supports continuous quality improvement; and o Are committed to the promotion of the delivery of long-term care home services by not-for-

profit organizations.

Purpose

This Part of the Governance Guide sets out the documents that define the values and ethical behaviour that will support the attainment of these guiding principles.

Layout The documents related to Ethics include:

The Code of Ethical Conduct for the Perley Rideau, which defines the ethical responsibilities of all those who enter the Perley Rideau including:

- Appendix A: The Residents’ Bill of Rights, an extract from the Long-Term Care Homes Act; and

- Appendix B: The Core Values which are to be followed by all those who enter the Perley Rideau.

The Ethical Issues/Dilemma Resolution Policy which deals with the resolution of

alleged ethical improprieties involving Board members, staff, volunteers, residents, clients and visitors, and with the resolution of ethical dilemmas.

Taken together these documents form the written foundation for ethical behaviour at the Perley Rideau. The CEO may add other internal Policies and Procedures as deemed needed and appropriate.

**************

Page 35: TABLE OF CONTENTS - Perley Rideau
Page 36: TABLE OF CONTENTS - Perley Rideau
Page 37: TABLE OF CONTENTS - Perley Rideau
Page 38: TABLE OF CONTENTS - Perley Rideau

(Board Approved: 04Sept2014; 06Apr2017) Page 1 of 3

Appendix A to the Code of Ethical Conduct

LONG TERM CARE HOMES ACT, 2007

RESIDENTS’ BILL OF RIGHTS

1. Every resident has the right to be treated with courtesy and respect and in a way that fully recognizes the resident’s individuality and respects the resident’s dignity.

2. Every resident has the right to be protected from abuse. 3. Every resident has the right not to be neglected by the licensee or staff. 4. Every resident has the right to be properly sheltered, fed, clothed, groomed and cared for in a

manner consistent with his or her needs. 5. Every resident has the right to live in a safe and clean environment. 6. Every resident has the right to exercise the rights of a citizen. 7. Every resident has the right to be told who is responsible for and who is providing the resident’s

direct care. 8. Every resident has the right to be afforded privacy in treatment and in caring for his or her

personal needs. 9. Every resident has the right to have his or her participation in decision-making respected. 10. Every resident has the right to keep and display personal possessions, pictures and furnishings in

his or her room subject to safety requirements and the rights of other residents. 11. Every resident has the right to,

i. participate fully in the development, implementation, review and revision of his or her plan of care,

ii. give or refuse consent to any treatment, care or services for which his or her consent is required by law and to be informed of the consequences of giving or refusing consent,

iii. participate fully in making any decision concerning any aspect of his or her care, including any decision concerning his or her admission, discharge or transfer to or from a long-term care home or a secure unit and to obtain an independent opinion with regard to any of those matters, and

iv. have his or her personal health information within the meaning of the Personal Health Information Protection Act, 2004 kept confidential in accordance with that Act, and to

Page 39: TABLE OF CONTENTS - Perley Rideau

PERLEY RIDEAU RESIDENTS’ BILL OF RIGHTS Appendix A to the Code of Ethical Conduct

(Board Approved: 04Sept2014; 06Apr2017) Page 2 of 3

have access to his or her records of personal health information, including his or her plan of care, in accordance with that Act.

12. Every resident has the right to receive care and assistance towards independence based on a

restorative care philosophy to maximize independence to the greatest extent possible. 13. Every resident has the right not to be restrained, except in the limited circumstances provided for

under this Act and subject to the requirements provided for under this Act. 14. Every resident has the right to communicate in confidence, receive visitors of his or her choice and

consult in private with any person without interference. 15. Every resident who is dying or who is very ill has the right to have family and friends present 24

hours per day. 16. Every resident has the right to designate a person to receive information concerning any transfer or

any hospitalization of the resident and to have that person receive that information immediately. 17. Every resident has the right to raise concerns or recommend changes in policies and services on

behalf of himself or herself or others to the following persons and organizations without interference and without fear of coercion, discrimination or reprisal, whether directed at the resident or anyone else,

i. the Residents’ Council, ii. the Family Council, iii. the licensee, and, if the licensee is a corporation, the directors and officers of the

corporation, and, in the case of a home approved under Part VIII, a member of the committee of management for the home under section 132 or of the board of management for the home under section 125 or 129,

iv. staff members, v. government officials, vi. any other person inside or outside the long-term care home.

18. Every resident has the right to form friendships and relationships and to participate in the life of the long-term care home.

19. Every resident has the right to have his or her lifestyle and choices respected. 20. Every resident has the right to participate in the Residents’ Council. 21. Every resident has the right to meet privately with his or her spouse or another person in a room

that assures privacy. 22. Every resident has the right to share a room with another resident according to their mutual

wishes, if appropriate accommodation is available. 23. Every resident has the right to pursue social, cultural, religious, spiritual and other interests, to

develop his or her potential and to be given reasonable assistance by the licensee to pursue these interests and to develop his or her potential.

Page 40: TABLE OF CONTENTS - Perley Rideau

PERLEY RIDEAU RESIDENTS’ BILL OF RIGHTS Appendix A to the Code of Ethical Conduct

(Board Approved: 04Sept2014; 06Apr2017) Page 3 of 3

24. Every resident has the right to be informed in writing of any law, rule or policy affecting services

provided to the resident and of the procedures for initiating complaints. 25. Every resident has the right to manage his or her own financial affairs unless the resident lacks the

legal capacity to do so. 26. Every resident has the right to be given access to protected outdoor areas in order to enjoy outdoor

activity unless the physical setting makes this impossible. 27. Every resident has the right to have any friend, family member, or other person of importance to

the resident attend any meeting with the licensee or the staff of the home.

* * *

Page 41: TABLE OF CONTENTS - Perley Rideau

(Orig.: 15June2009; Rev: 04Sept2014; Revised 01June 2017 (as per Board-approved updated Strategic Plan). Page 1 of 1

Appendix Bto the Code of Ethical Conduct

CORE VALUES OF THE PERLEY RIDEAU

The Perley Rideau operates under the belief that ageing well is rooted in living well – that there is joy in living every day. We also believe that each person is unique and valuable, and is entitled to purposeful, person-centred and compassionate healthcare. Our core values and the expected behaviours that flow from them will guide the implementation of our strategy and the realization of our vision.

Compassion is to understand the condition of others, and to commit oneself to the caring necessary to enhance health and quality of life, and to relieve suffering. We commit to:

• Providing a safe, comfortable, caring and friendly environment, and ensuring a good quality of life;

• Maintaining flexibility and adaptability in relationships; • Displaying empathy, tolerance and forgiving in all interactions.

Respect is the basis of all of our relationships. Accordingly, we commit to:

• Taking a person- and family-centered approach to care; • Respecting cultural, social, gender, class, spiritual, and linguistic differences; • Maintaining respect for our unique responsibilities to both Veteran and community

residents; • Respecting privacy and confidentiality; • Respecting all members of the team – their contributions and views are valued,

acknowledged and rewarded; • Valuing ongoing and open communication.

Integrity and ethical practice must permeate all actions of the Perley Rideau. We commit to:

• Honesty and trustworthiness in all that we do; • Being accountable and responsible for all of our actions.

Excellence. The Perley Rideau is dedicated to achieving excellence in all that we do and commits to:

• Excellent quality of care; • Employing caring, engaged staff committed to excellence, innovation and continuing

improvement; • Taking pride in what we do.

* * *

Page 42: TABLE OF CONTENTS - Perley Rideau
Page 43: TABLE OF CONTENTS - Perley Rideau
Page 44: TABLE OF CONTENTS - Perley Rideau
Page 45: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / OVERVIEW (Board Approved 06Feb2014; Revised July 2017) Page 1 of 3

VOLUME III – GOVERNANCE

PART 2 – THE BOARD OF DIRECTORS

OVERVIEW

The Board of Directors is the governing body of The Perley and Rideau Veterans’ Health Centre. Directors are elected by the members of the Corporation and are accountable collectively to meet the Corporation’s expectations as codified in the Perley Rideau By-Laws. Purpose This Part outlines the structure, responsibilities and to some extent the procedures necessary for the effective fulfillment of the Board’s functions. It outlines the Board’s operating philosophy and provides guidance for the recruiting and training of new Board members, for the conduct of Board and Committee meetings, for the evaluation of collective and individual performance, and even for the maintenance of Board records. It distinguishes between the roles and responsibilities of the Board and the functions of the CEO and management. If there is any obvious or unresolved apparent conflict between the guidance herein and the By-Laws, the provisions of the By-Laws take precedence. Key Features The primary focus of the Board is on establishing general direction, defining concrete objectives and monitoring/auditing results. Board Committees may be established to advise the Board in fulfilling its responsibilities. Some of the key features of the Perley Rideau’s approach to Board governance are:

• The Board’s focus is on mission, values, objectives, strategic planning, risk management, effective achievement of goals, and the effective and efficient utilization of resources.

• The Board is not involved in the day-to-day operations, the management of which is delegated to the CEO.

• The Board determines which advisory Committees are appropriate considering the size and complexity of the organization, its mandate and other unique circumstances.

• All Committees are established to support the Board in fulfilling Board responsibilities.

Page 46: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / OVERVIEW (Board Approved 06Feb2014; Revised July 2017) Page 2 of 3

• The Board recruits Board members who have a significant ‘public’ and/or ‘member benefit’ interest in the organization and an interest in governance rather than operational detail.

• The Chair derives his/her authority from the Board and represents the Board’s collective view in all communications pertaining to Board matters.

• The CEO is a non-voting member of the Board with full entitlement to notice, attendance and participation in all meetings and discussions.

• The CEO, as a full partner with the Board, carries substantial responsibility for advising the Board on direction and policy-making, and hence substantial influence on the ultimate decisions of the Board in these matters.

• The Board is responsible for monitoring and auditing the performance of the Board, the CEO and the Perley Rideau organization.

Layout This Part concerning the functioning of the Board of Directors is presented in seven chapters as follows:

• Chapter 1 – Board Structure, Responsibilities and Operating Philosophy This chapter outlines the parameters defining the Board of Directors, including the role of corporate members to whom the Board is accountable. It also outlines the roles and responsibilities of the Board, as well as the operating philosophy followed by the Perley Rideau’s Board.

• Chapter 2 – Officers of the Board This chapter outlines the terms of reference for the Officers of the Board, including the Chair (and his/her delegate, the Deputy Chair), the corporate Treasurer, the corporate Secretary and the Chief Executive Officer.

• Chapter 3 – Board Committees

This chapter outlines the composition and function of the Board’s various Standing Committees, and it defines the relationship between these advisory Committees and management. The terms of reference for each of the standing Committees are appended to this chapter.

• Chapter 4 – Directors – Duties, Obligations and Liabilities

This chapter elaborates on the code of conduct for Board members and outlines the expectations of them. It includes an extensive discussion of conflict of interest and also of personal liabilities that may be incurred by Board members.

• Chapter 5 – Directors – Selection, Recruitment, Training and Development

As the title implies, this chapter provides guidance for securing, retaining and developing a competent and effective Board membership.

Page 47: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / OVERVIEW (Board Approved 06Feb2014; Revised July 2017) Page 3 of 3

• Chapter 6 – Board Management This chapter includes guidance for the conduct and management of Board business including Board and Committee meetings, the annual work cycle, conflict resolution and the disposition of complaints, as well as collective and individual performance evaluation. It also defines the procedures for maintenance of the integrity of the Board’s records.

**************

Page 48: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 1 of 13

PART 2 – THE BOARD OF DIRECTORS

Chapter 1

BOARD STRUCTURE, RESPONSIBILITIES AND

OPERATING PHILOSOPHY

This chapter outlines the parameters defining the Board of Directors, including the role of

corporate members to whom the Board is accountable. It also outlines the roles and responsibilities of the Board, as well as the operating philosophy followed by the

Perley Rideau’s Board. 1.1 GENERAL

The Perley and Rideau Veterans’ Health Centre is a Corporation pursuant to the laws of the province of Ontario, incorporated by certificate dated 18 October 1897, and given its current name and objects by Supplementary Letters Patent issued 29 December 1999. The assets of the Corporation are dedicated to the fulfillment of the objects specified in these letters patent (which are reproduced in Volume I of this manual – Authorities).

The affairs and operations of the Corporation are governed by the Board of Directors, who are legally accountable to the membership of the Perley Rideau Veterans’ Health Centre Corporation. However, the Corporation is accountable to a number of stakeholders, notably government funders. Therefore, one of the Board's more challenging tasks, as the representative of the Corporation, is to ensure that in any decision coming before the Board the Corporation will be responsibly discharging its accountability to these stakeholders.

The Board is responsible for the articulation and safeguarding of the organizational mission and defining the outputs and outcomes it seeks. As the strategic leader of the Corporation, the Board is also responsible for long-term planning and direction. It defines the organizational culture, values, operating principles, and parameters within which it expects the Chief Executive Officer (CEO) to manage the Corporation’s operations.

The structure and mandate of the Perley Rideau are defined by the legislation for incorporation, the letters patent, the By-Laws, and these governance guidelines approved by resolution of the Board under the authority of the By-Laws.

Page 49: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 2 of 13

1.1.1 Governing Legislation

In the provision of Long-Term Health Care in the province of Ontario, several laws and regulations apply; two are of particular relevance to Directors for the governance of the Corporation:

• The Ontario Corporations Act defines the legal character of the Corporation. It is on

the government of Ontario’s website at: http://www.ontario.ca/laws/statute/90c38. The Ontario Not-for-Profit Corporations Act 2010 will replace the Corporations Act when it is proclaimed in force. It is on the government of Ontario’s website at: http://www.ontario.ca/laws/statute/10n15.

• The Long-Term Care Homes Act 2007 and its regulations define the scope and mandate for the provision of long-term care in Ontario. The fundamental principle to be applied in the interpretation of this Act and anything required or permitted under this Act is that a long-term care home is primarily the home of its residents and is to be operated so that it is a place where they may live with dignity and in security, safety and comfort and have their physical, psychological, social, spiritual and cultural needs adequately met. It can be found on the government of Ontario website at: http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_07l08_e.htm

Directors should be familiar with this governing legislation (which can be found on the Government of Ontario’s website). Other statutes that impact on the Perley Rideau will be brought to the attention of Directors when issues arise that fall within their jurisdiction.

In addition, Board members should be aware of the provisions of the following legal authorities:

• Letters Patent. When the Perley Rideau was established supplementary letters

patent were approved by the province of Ontario. This document provides for the objects of the Corporation with special provisions attached thereto, including its not-for-profit status and that it is to be governed by Directors who receive no financial gain for their services. A copy of the supplementary letters patent is may be found on the Perley Rideau website under Governance.

• Transfer Agreement. The Rideau Veterans Home Transfer Agreement is an

agreement dated 25 March 1992 between the Minister of Veterans Affairs Canada, the Minister of Health Ontario, and the Perley Hospital. The agreement is a capital contribution arrangement with a service component between the three parties. It covers the costs of construction of the original Perley and Rideau Veterans’ Health Centre. With the passage of time many of its provisions have been overtaken by events. However, it is a significant agreement and the service provisions in it are still binding on the Perley Rideau. The Perley Rideau provides Veterans Affairs Canada with a letter on an annual basis that stipulates the type and level of services to be

Page 50: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 3 of 13

provided to veterans and the associated budget. The agreement and the most recent annual letter can be found on the Perley Rideau website under Governance / Board Members Only / Board Research Tools.

• Service Accountability Agreements. The Perley Rideau is signatory to service

accountability agreements with the Province of Ontario through the Champlain Local Health Integration Network (LHIN) for the provision of health care services as defined in the agreements. They set out the terms and conditions for funding the Perley Rideau and the performance obligations of the Perley Rideau in return for that funding. The service accountability agreements promote continuous quality improvement and the efficient delivery of high quality services. They can be found on the Perley Rideau website under Governance / Board Members Only / Board Research Tools.

1.1.2 By-Laws

The By-Laws of the Perley and Rideau are the rules approved by the Corporation to carry out the day-to-day activities of the organization in pursuit of the Corporation’s lawful purposes. The By-Laws require that the Board provide strategic direction to the CEO, formulate policies for the governance of the Corporation, and oversee performance outcomes.

The By-Laws also direct the Board in such areas as accountability, Board composition, terms for Directors, meetings of members and meetings of the Board, etc. They shall be reviewed by the Board of Directors every three years and may be revoked or amended only by a meeting of the members of the Corporation.

The By-Laws can be found on the Perley Rideau website under Governance and as an appendix to Volume I.

1.1.3 Corporate Members

As a not-for-profit Corporation, the Perley Rideau has corporate members. While there are similarities between the role of the members of a not-for-profit corporation and the shareholders in a for-profit corporation, there are some significant differences. Importantly, members are not “owners” in the sense that shareholders have an equity interest in a for-profit corporation. Members do however elect directors and receive financial statements. Consequently, the corporate members play an important role with respect to Board accountability – all the more so in that Perley Rideau Directors are members of the Corporation.

The following apply to corporate members:

• There is no limit to the number of members that the Corporation may have; • There may be several categories of members;

Page 51: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 4 of 13

• Membership categories, eligibility requirements and criteria for voting should be structured so as to minimize single-issue groups from dominating a meeting of members;

• Life-long or other categories of long-term memberships are discouraged; • Members may not vote by proxy; • Members:

o Elect Directors (other than ex officio Directors); o Receive annual financial statements; o Appoint the auditors; and o Approve fundamental changes such as amendments to the By-Laws, special

resolutions, or amendments to the Letters Patent; • Members, as such, are not liable for the liabilities of the Perley Rideau; • The Corporate Secretary maintains a register with the names and addresses of all

corporate members; • The Board periodically reviews its corporate membership structure by asking the

following questions: o Is there a defined community to whom the Board is accountable? o Is the membership representative of the community to whom the Perley Rideau

is accountable? o Are there categories of persons who should not be voting members? (e.g.

medical and nursing staff, other employees) 1.1.4 Policies / Guidelines

The Board of Directors has approved the framework of policies/guidelines contained in this Governance Guide for the good governance of the Perley Rideau. These policies/guidelines supplement the By-Laws and in the event of any conflict, the By-Laws prevail. These policies/guidelines may be revoked or amended by resolution of the Board of Directors, and they shall be reviewed by the Board along with the By-Laws at intervals not to exceed three years. There is a distinction between these policies/guidelines for the governance of the Board and those that govern the operations of the Corporation. The former are contained in this Part of this Volume and the latter are found in Volume IV.

1.2 BOARD STRUCTURE

The By-Laws specify the number and terms of office of Directors and eligibility for office. The Officers of the Corporation are those defined by the By-Laws; they are the Chair, Vice Chair, Treasurer, Secretary and the CEO. Chapter 2 of this Volume outlines the duties of the Officers.

Page 52: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 5 of 13

The By-Laws of the Perley Rideau allow the Board of Directors to establish Standing Committees to assist the Board in carrying out its functions. The Board may also appoint any Special Committee when necessary for a specific task or project. Chapter 3 provides the Terms of Reference for the Standing Committees and Special Committees, and describes the structure and responsibilities of these Committees.

1.3 AUTHORITY AND ACCOUNTABILITY The Board, as a whole, has general and specific responsibilities to the corporate membership and those government and individual or corporate donors who provide funds for the operation of the Perley Rideau. The Board is also accountable, in a more general sense, to exercise good stewardship of the Corporation on behalf of the trust placed in it by the general public, clients, staff, volunteers and other stakeholders. Individual members of the Board (Directors) are elected and/or appointed under the authority of the By-Laws and are responsible to those who elect or appoint them (i.e. the Board itself and the members of the Corporation). However, all Directors are obligated by the governing legislation (outlined in para. 1.1.1) to act in the overall best interests of the Corporation. The By-Laws require that Directors: • “exercise the care, diligence and skill that a reasonably prudent person would

exercise in comparable circumstances; and • take such measures as necessary to ensure that the Corporation complies with all

requirements under the law.” Each Director is responsible to act honestly, in good faith and in the interests of the Perley Rideau, and in so doing to support the Perley Rideau in fulfilling its mission and discharging its accountabilities. (Further guidance regarding the Perley Rideau’s values and ethics are in Volume III - Part 1 of this Governance Guide.) Individual Directors have no authority to act or give direction individually. The Board may delegate authority to an individual Director or Officer or to the CEO; however the Board retains ultimate responsibility and accountability. The Board will account to the Corporation’s members, funders and other key stakeholders through annual and periodic reports on the activities and finances of the Corporation, including annual audited financial statements, decisions of the Board and representations from and consultations with key stakeholders. The Board strives to operate in an open and transparent manner.

1.4 ROLES AND RESPONSIBILITIES OF THE BOARD

Page 53: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 6 of 13

The Board of Directors is responsible for the affairs and activities of the Perley Rideau in all things. It provides strategic direction to the CEO, formulates Board policies for the governance of the Perley Rideau and provides oversight of Perley Rideau’s processes and outcomes.

1.4.1 Principal Functions

The principal functions of the Board of Directors include:

a) Fiduciary Oversight: Confirming that the affairs of the Perley Rideau are conducted in accordance with the law, government standards, the Corporation’s By-Laws and the framework of policies and guidelines established by the Board of Directors;

b) Direction Setting: Establishing the mission, vision, values, ethics, strategic

direction and corporate objectives of the Perley Rideau; c) Financial Oversight: Reviewing and approving financial plans, securing adequate

financial resources for operational and capital requirements, ensuring the effective and efficient use of funding and ensuring the integrity of financial reporting for the Perley Rideau;

d) Resource Stewardship: Confirming the effective and efficient utilization of the

Perley Rideau’s human capital (including Directors, staff and volunteers) and its infrastructure (including plant and equipment, and information technology assets);

e) Risk Management: Ensuring that relevant strategic risks and opportunities are

systematically identified and acted upon to the benefit of the Perley Rideau; f) Stakeholder Relations: Promoting and maintaining effective relationships with

external stakeholders; and g) Performance Evaluation: Providing oversight of the performance of the Perley

Rideau, including: its operations, the Board, its Directors, and the Chief Executive Officer.

1.4.2 Specific Responsibilities1

For greater clarity of the Board’s governance roles, the following paragraphs summarize more specifically the roles and responsibilities of the Board of Directors. (Specific guidelines for the effective stewardship of the Board’s affairs are included in Volume III - Part 4 – Stewardship.)

1 Adapted from OHA Guide to Good Governance.

Page 54: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 7 of 13

Legal Compliance • The Board ensures that appropriate processes are in effect to establish and maintain

compliance with all legal requirements.

Strategic Planning and Mission, Vision and Values • The Board participates in the definition and/or safeguarding of the mission, vision,

and the values framework and operating principles within which it expects the organization to be administered, and it reviews and updates these periodically to ensure that they remain current and responsive to community needs.

• The Board ensures that the Perley Rideau develops and adopts a strategic plan that is consistent with the corporate mission and values, and which will enable the Perley Rideau to realize its vision. The Board participates in the development of and ultimately approves the strategic plan and priorities.

• The Board oversees the Perley Rideau’s operations for consistency with the strategic plan and strategic directions.

• The Board receives regular briefings or progress reports on the implementation of strategic directions and initiatives.

• The Board ensures that its decisions are consistent with the strategic plan and the Perley Rideau’s mission, vision and values.

• The Board annually conducts a review of the strategic plan as a part of a regular annual planning cycle.

Quality and Operational Performance Monitoring • The Board regularly reviews the Perley Rideau’s services to ensure that they are

consistent with the purpose of the organization and that its programs are effective and relevant to community needs.

• The Board is responsible for ensuring a process and a schedule for monitoring and assessing performance is in place.

• The Board ensures that management has identified appropriate measures of performance.

• The Board monitors the Perley Rideau’s operational and Board performance against Board approved performance standards and indicators.

• The Board ensures that management has plans in place to address variances from agreed performance standards and indicators, and the Board oversees implementation of remediation plans.

• The Board ensures fair resolution of complaints from residents and clients about services through a formal complaints process.

Financial Oversight • The Board is responsible for the stewardship of financial resources including:

o Seeking and securing sufficient resources for the organization to adequately finance its operational and capital requirements;

Page 55: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 8 of 13

o Allocating financial resources consistent with the mission, vision, values and strategic directions;

o Accounting to members of the Corporation, financial investors, other key stakeholders and the public for the services of the organization and expenditure of funds; and

o Ensuring prudent and proper management of the organization’s resources. • The Board approves policies for financial planning and approves the annual

operating budget and capital budget. • The Board monitors financial performance against the budget. • The Board approves investment policies and monitors compliance. • The Board ensures the accuracy of financial information through oversight of

management and approval of annual audited financial statements. • The Board ensures that management has put measures in place to ensure the integrity

of internal controls. Human Resource Stewardship • The Board is responsible for the establishment and approval of the general values

framework within which the Perley Rideau’s human resources will be managed. • The Board reviews management’s long-term plans for the effective utilization of all

human capital. • The Board periodically monitors key human resource performance indicators. • The Board approves and periodically reviews personnel policies within which human

resources will be managed. • The Board approves a mandate (upper financial limits) within which pay and benefits

agreements are to be negotiated.

Facilities and Asset Stewardship • The Board approves and periodically reviews long-term plans and policies for the

development, maintenance and effective utilization of all physical plant and equipment, including IM systems.

• The Board monitors the custody of all Perley Rideau property (including any intellectual property).

Oversight of Management • The Board governs the Perley Rideau through broad policies and planned objectives

approved by the Board, formulated with the CEO and staff, and reviewed periodically.

• The Board selects, supervises and supports the CEO to whom the responsibility for administration of the Perley Rideau is delegated by: o Developing and approving the CEO job description; o Undertaking a CEO recruitment process and selecting the CEO; o Reviewing and approving the CEO’s annual performance goals; o Providing advice and acting as a resource and sounding board for the CEO; and o Reviewing the CEO’s performance and determining CEO compensation.

Page 56: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 9 of 13

• The Board maintains sufficient independence from management and adequate knowledge about the organization to ensure that the Board can make reasonably objective judgments about the reliability and validity of management reports on finances and general operations.

• The Board exercises oversight of the CEO’s supervision of senior management as part of the CEO’s annual review.

• The Board ensures succession planning is in place for the CEO and senior management.

• The Board ensures the proper management of critical transitional phases and events (such as turnover in key positions in the Board and senior management; rapid growth or decline in resources; and, issues of significant internal or public conflict or controversy).

Risk Identification and Oversight • The Board remains knowledgeable about risks inherent in the Perley Rideau’s

operations and ensures that appropriate risk analysis is performed as part of Board decision-making.

• The Board oversees management’s risk management program. • The Board ensures that appropriate programs and processes are in place to protect

against risk. • The Board is responsible for identifying unusual risks to the Perley Rideau and or

ensuring that there are plans in place to prevent and manage such risks.

Stakeholder Communication and Accountability • The Board identifies Perley Rideau stakeholders and understands stakeholder

accountability. • The Board ensures the organization appropriately engages and communicates with

stakeholders in a manner consistent with accountability to stakeholders. • The Board oversees opportunities for stakeholders to contribute to key decisions

related to the direction and operation of the Perley Rideau. • The Board contributes to the maintenance of strong stakeholder relationships by

representing the Perley Rideau and its programs positively to key stakeholders and the community at large and its Directors are good ambassadors.

• The Board advocates on behalf of the Perley Rideau with stakeholders where required in support of the mission, vision and values and the strategic directions of the Corporation.

Self-Governance • The Board provides continuity and stability for the Perley Rideau and contributes to

the preservation of its corporate memory. • The Board is responsible for the quality of its own governance. • The Board establishes governance structures to facilitate the performance of the

Board’s role and enhance individual director performance.

Page 57: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 10 of 13

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

• The Board ensures ongoing Board training and education. • The Board periodically assesses and reviews its governance structures and processes

including recruitment, composition, committees, as well as its own performance and effectiveness.

1.5 BOARD OPERATING PHILOSOPHY 1.5.1 General

The Board’s focus should be on strategic leadership rather than administrative detail, important policy rather than operational matters. Although the Board is responsible for monitoring and auditing performance, it is not involved in the day-to-day operations, the management of which is delegated to the CEO. Thus, the Board must establish and respect distinctions between Board and staff roles and manage any overlap between these respective roles in a spirit of collegiality and partnership that supports the authority of staff and maintains proper lines of accountability.

1.5.2 Style of Governance In carrying out its roles and responsibilities, the Board is committed to: • The need to direct, control, and inspire the Perley Rideau through careful deliberation

and innovative directions; • The quest for continuous learning and performance improvement; • Demonstrating to all its stakeholders its competence, diligence, and effectiveness in

fulfilling its obligations; • Ensuring that all business of the Corporation is conducted in a transparent, legal and

ethical manner and in accordance with the principles of fair play; and • Enforcing upon itself and its members the behaviour that is needed to govern with

excellence. This will apply to matters such as attendance, policy-making principles, respect of roles, maintaining a unified front as a Board, and monitoring and correcting any tendency of Directors to stray from the principles adopted in this Governance Guide. It will allow no Officer, individual, or Committee of the Board to either usurp this role or weaken this discipline.

1.5.3 Organizational Culture

A positive workplace culture may be the most important factor in achieving effective governance. The Board’s organizational culture may set the tone for the whole Perley Rideau organization. If the Board reflects competing groups and cultures, the organization can become highly conflicted and dysfunctional. Board members,

Page 58: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 11 of 13

managers, staff and volunteers must feel valued, nurtured, supported and encouraged to take measured risks in pursuit of organizational goals. To do this the Board strives to achieve a safe learning environment where: • Trust is established through respect, openness and transparent communications; • Members and staff feel free to express their opinions, share their assumptions (and

even change them) without being subject to personal criticism; • Opinions are given thoughtful and careful consideration, and are treated as the

property of the Board rather than the individuals who expressed them; • New ideas are challenged, evaluated and reflected upon without malice or ad

hominum remarks; • Board members feel like equals in the decision-making process; and • Disagreements and conflicts are resolved constructively. While organizational stability is desirable, it must be balanced against the need for innovation in a complex, rapidly changing environment. This requires of the Board: • Avoiding a culture of blame; • Building on strengths; • Encouraging ‘no fault’ experimentation; • Calculated risk-taking; • “Steering without rowing” (i.e. controlling for outcomes without controlling means);

and • Identifying organizational paradoxes and tensions (in cooperation with management

and staff) and working collegially to resolve them.

Related to the Board’s organizational culture is how the Board wishes to be perceived by others. Appendix A to this Chapter outlines several considerations to serve as a touchstone as to how the Board can maximize its effectiveness through the evolution of its organizational culture.

**************

Page 59: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 12 of 13

(This page has intentionally been left blank.)

Page 60: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 1 Board Structure, Responsibilities and Operating Philosophy (Board Approved 06Feb2014; Rev. 30Aug2017; Rev. 04Apr2019) Page 13 of 13

Appendix A to Chapter 1 of Part 2

PRINCIPLES FOR PRVHC BOARD OF DIRECTORS:

"How We Want to be Viewed by Others"

As part of its Governance Development Plan, the Board of the Perley Rideau seeks to maximize its effectiveness through an evolution of its culture. In all its interactions with stakeholders, the Board will be guided by these principles, which define "how we want to be viewed by others". These principles provide a touchstone for evaluating the effectiveness of the Board in its stakeholder relations.

Other Board Members • Vision focused • Respectful • Thoughtful • Engaged and committed • Innovative • Candid and constructive

Management • Respectful and collaborative • Effective and respected voice of governance • Visionary while setting realistic expectation’s • Clear about the relative roles of management and the Board

Community and Veteran Clients • Passionately ensuring excellence in service • Respectful and caring • Serving them with commitment, competence and conviction • Thinking aspirationally but acting practically

The Dementia and Long Term Care Community • A valued partner • A source of information and evidence and a Centre of Excellence • Advocate for those we serve and the wider community

Our Broader Community • Proactive, open and transparent • Providing clear and consistent communication (a voice of reason) • Pursuing excellence in care for seniors • Responsible and sensitive stewards and community partners • Accountable to broader Ottawa community

Page 61: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 1 of 8

PART 2 – THE BOARD OF DIRECTORS

Chapter 2

OFFICERS OF THE BOARD This chapter outlines the terms of reference for the Officers of the Board, including

the Chair, the Vice Chair, the corporate Treasurer, the corporate Secretary and the Chief Executive Officer.

2.1 GENERAL

Board Officers are the Chair, the Vice Chair, the Treasurer, the Secretary and the Chief Executive Officer (CEO). The Chair, Vice Chair, Treasurer and Secretary are appointed annually by the Board at the first Board meeting following the Annual meeting of the Corporation. Individual officers may not act in place of the Board except when acting together as an Executive Committee in accordance with the By-Laws. The Board may, by policy or general resolution, delegate certain responsibilities to its officers but retains ultimate responsibility and accountability for the responsibilities so delegated. The By-Laws require the Board to appoint the officers (with the exception of the CEO) on an annual basis. These appointments take place at the first Board meeting following the Annual Meeting of the Corporation. The process for identifying candidates for the officer positions of Chair, Vice Chair, Treasurer and Secretary are appended to this Chapter (Appendix A). The Deputy Chair is appointed by the Chair (as needed). See Section 2.3.

2.2 ROLE OF THE CHAIR

The By-Laws of the Perley Rideau state: “The Chair shall preside at all meetings of Members, the Board and the Executive Committee. In his absence, meetings of the Board will be chaired by the Vice Chair. Otherwise the meeting will be chaired by a Director chosen by the meeting attendees.”

The role of the Chair is to ensure the integrity of the Board's processes. The Chair is the only Board member authorized to speak for the Corporation, unless this is specifically delegated to the Vice Chair or any other Board member.

a) The Chair presides as the ‘manager’ of the Board’s activities, ensuring that the Board

and its members follow Board rules or policies and those obligations legitimately imposed by statute or regulation. Since most of the work of the Board will be done during regularly scheduled Board meetings, the Chair is responsible for ensuring that

Page 62: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 2 of 8

the Board’s work is conducted efficiently and effectively. The Chair has no authority to make decisions outside the By-Laws or the parameters of policies created by resolution of the Board.

b) The Chair sets the agendas for meetings of the Board with input from the members of

the Board and with the assistance of the CEO and ensures that its meetings are focused on matters of Board responsibility.

c) The Chair is responsible for promoting the development of a Board work plan, complementary to the strategic priorities and operational plan of the organization, and that the Board’s work and power are evenly distributed among Board members.

d) The Chair plans the conduct and timing of Board meetings in conjunction with the CEO and chairs meetings of the Board and the Executive Committee.

e) The Chair ensures that the Board is properly informed about the operations of the Perley Rideau, has the information and opportunity necessary to come to decisions on matters within its purview, and that decision-making is transparent.

f) The Chair, without undermining the CEO’s accountability to the full Board, is the Board's primary liaison with the CEO, who is responsible for the execution of Board policies and directives, and for determining the means, organizational structure and management processes necessary to achieve the corporate objectives.

g) The Chair strives to ensure that the Board works effectively as a team and that areas of overlap between Board, management and staff responsibilities are managed constructively.

h) The Chair is responsible to ensure that conflict of interest issues and other conflicts or disputes are addressed sensitively and resolved constructively.

i) The Chair is responsible to ensure that Board and individual Director assessments are conducted and that Board members who fail to meet expectations are gracefully retired.

j) The Chair, with the support and cooperation of the Board, is responsible for ensuring adequate communications and accountability to key stakeholders and the public.

k) The Chair is the principal public and media spokesperson for the Board. The Chair

may delegate this to another Board member based on his/her knowledge and/or experience. For routine public communications the Chair normally defers to the CEO.

l) The Chair may delegate any specific duty or duties to any Director, including the

Vice Chair, who shall be responsible to the Chair in the performance of those duties.

Page 63: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 3 of 8

m) A Director is elected as the Chair at the first meeting of the Board following an Annual Meeting for a term not to exceed two consecutive one-year terms. In exigent circumstances, the Chair may be elected to a third consecutive year. (By-Law para. 5. d. ii. Amendment 03/06/10/11.)

2.3 VICE CHAIR

The Vice Chair performs those duties assigned to him/her by the Chair and when carrying out those duties acts in the name of and with the authority of the Chair and is responsible to the Chair for the performance of the said duties.

The Vice Chair is authorized to chair the Board and to represent the organization in the Chair’s absence. The Vice Chair may accede to the position of Chair, as that position becomes vacant – but not automatically.

2.4 TREASURER

The Treasurer is responsible for the duties prescribed in the By-Laws and for monitoring the financial activities of the Corporation. Specifically the Treasurer: a) Ensures that complete and accurate records are kept of all of the Corporation's

financial matters in accordance with generally accepted accounting principles;

b) Acts as a signing authority for the Corporation as approved in the By-Laws or by resolution of the Board;

c) Ensures that the Board, monthly or as otherwise required, is provided with a report of all major financial transactions and of the financial position of the Corporation;

d) Recommends a competent auditor to be appointed annually; and,

e) Collaborates with the auditor and CEO in review and presentation of annual audited financial statements.

2.5 SECRETARY

The Secretary, normally the CEO, ensures that all secretarial functions are performed for the Board and Executive Committee, and that records are kept of all proceedings and transactions. The Secretary is the custodian of the corporate seal and of all official books, papers, records, documents and correspondence of the Corporation. The Secretary: a) Oversees the keeping of records of meetings, policies, membership and any other

records required by law;

Page 64: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 4 of 8

b) Ensures that minutes are taken at all meetings of Members of the Corporation and all regular and special meetings of the Board of Directors;

c) Ensures that copies of minutes and agendas are circulated to Board members prior to each meeting; and

d) Maintains, or ensures the maintenance of, the files and records of the Corporation to be passed on to future Officers and ensure the security and confidentiality of all such files and records.

2.6 CHIEF EXECUTIVE OFFICER

The Chief Executive Officer (CEO) of the Corporation has responsibility for the overall management of the Corporation. He or she acts as the Administrator of the Corporation and conducts the day-to-day operations of the Corporation in accordance with government standards, the By-Laws of the Corporation and the framework of directives and policies established and approved by The Board. The CEO reports to the Board and attends all meetings of the Board, Executive Committee and Members (of the Corporation). (Para 7. d. of the By-Laws.) Part 3 of Volume III, Chief Executive Officer, outlines the Executive Authority for the Corporation, including the CEO’s terms of reference.

2.7 NON-BOARD OFFICERS

The following Non-Board Officers are appointed by the CEO to carry out executive management functions delegated to them by the CEO: 1. Chief Operating Officer; 2. Chief Financial Officer; 3. Medical Director. Part 3 of Volume III (Chapter 2) outlines the terms of reference for the Non-Board Officers.

**************

Page 65: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 5 of 8

Appendix A to Chapter 2 of Part 2

PROCESS FOR IDENTIFYING CANDIDATES FOR BOARD CHAIR

AND OTHER OFFICERS OF THE BOARD

Background The By-Laws of the Corporation require that the Board appoint Officers including but not limited to the Chair, the Vice Chair, the Treasurer, the Secretary and the Chief Executive Officer. They further direct that these appointments take place at the first Board meeting following the Annual Meeting of the Corporation. The Chair is limited to a term not to exceed two consecutive one-year terms (except in exigent circumstances when the Chair may be appointed for a third consecutive year). There is no limit on the number of times the other officers may be re-appointed. With the exception of the CEO, Officers must be Directors (i.e. appointed by the Corporation). Secretary The current practice is for the CEO to act as the Secretary. There is no selection process and CEO is appointed annually as Secretary at the first meeting of the Board following the Annual Meeting of the Corporation. Treasurer Given the role of the Treasurer in providing oversight and guidance to the Chief Financial Officer (CFO) on behalf of the Board, the Board has preferred that the Treasurer have some professional accounting qualification/certification. The Treasurer has also traditionally chaired the Audit and Risk Management Committee. In the Spring of each year as part of the overall review of Board functioning, the Chair of the Governance and Planning Committee interviews each Director. As part of this process, those Directors who have the appropriate accounting background are asked about their willingness to serve as Treasurer. The Chair of the Governance and Planning Committee oversees a fair, transparent and open process of selection of a Treasurer at a Board meeting prior to the Annual Meeting of the Corporation, and the Board appoints the Treasurer-elect at its first meeting after the Annual Meeting. Vice Chair The Vice Chair should preferably have several years’ experience on the Perley Rideau Board, have served as a Committee Chair, and possess the qualities to fulfill the role.

Page 66: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 6 of 8

The Chair of the Governance and Planning committee oversees a fair, transparent and open process of selection of a Vice Chair at a Board meeting prior to the Annual Meeting of the Corporation, and the Board appoints the Vice Chair-elect at its first meeting after the Annual Meeting. Chair In the fall of a year in which a new Board Chair will be required (because the current Chair is no longer eligible for reappointment or is no longer willing or able to serve), the Governance and Planning Committee recommends a process to the Board for the identification and selection of a new Chair. To date the process has entailed the establishment of a Selection Committee comprised of two or three Directors (for example, the current Chair, past Chair and an objective third Director) with a mandate to develop a short list of nominees based on Committee members’ assessment of:

• The major issues/priorities for the coming two years and the key skill sets required by the Chair. The issues and key skills identified as key in selecting the current Chair follow (Annex A).

• Directors’ interest in serving as a Chair and their views as to who are the leaders of the organization. The types of questions asked of Directors follow (Annex B).

The Committee oversees a fair, open and transparent process of selection during a Board meeting prior to the Annual Meeting of the Corporation. The Chair-elect is appointed Chair by the Board at the first meeting of the Board following the Annual Meeting of the Corporation.

ANNEX A Challenges and Criteria for the Board Chair 2015-2017 Challenges facing the Board Chair during his/her tenure 1. The negotiation with VAC & the MOHLTC on Veterans transition. This will likely require

dealing with senior officials at VAC and Provincial Govt. 2. Overseeing the balancing of the budget 3. The development of the revised Strategic Directions 4. Building the partnership with the Foundation 5. Oversight of HR Issues – Studer Group Cultural Adjustment

Page 67: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 7 of 8

The Criteria for a Board Chair

Criteria Description Demonstrated Leadership • Has chaired a committee.

• Is respected by the Board as a leader. • Steady, disciplined, positive, energetic – can think on their feet. • The ability to lead and get closure on issues. • The ability to reconcile. • Needs the confidence of the Board in order to negotiate a solution.

Experience • Has served on the Board long enough to have a well-rounded understanding of the Perley Rideau.

• Ideally, has served on more than one committee. Knowledge • Demonstrates a sound understanding of the issues facing the Perley

Rideau. • Specifically, understands the financial challenges faced.

Collaborative Personality • Respected by and gets along well with Board members. • Demonstrated ability to work with management and be respected by

them. • Is diplomatic and adept at building consensus. • The ability to listen - allowing an open and democratic discussion. • The ability to delegate and use the skills of the Board and

management. Decisiveness • Can make decisions. Organization • Is well organized.

• Pace setting – keeping the Board focused. Strategic thinker • Can see the big picture and doesn’t get bogged down in the detail.

• Has a good political sense. • Understanding of the strategic context and perspectives of

VAC/MOHLTC. Presence • Speaks well and would be a good representative of the Perley Rideau. Negotiating Skills • Ability to negotiate for the Perley Rideau at the senior levels of

Government. • Strong skills in negotiation, communications and statesmanship. • External stakeholder relations – needs to be good at dealing with

people – pleasant but firm.

ANNEX B Director Interview Questions • What are the major challenges the new Board Chair will face?

Page 68: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 2 Officers of the Board (Board Approved 06Feb2014; Rev. 02Mar2017, Rev. 06Sept2017; Rev. 04Apr2019) Page 8 of 8

• What key skills/attributes should he/she have? • Who do you believe the leaders are on the Board and which of them would be suitable as

Chair? • Does one stand out as your preferred candidate? • What one skill/attribute would he/she need to improve upon as Chair? • Would you be willing to stand if chosen by the Board? (all of only a select group)

* * *

Page 69: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015; Updated 30Aug2017 & 14Dec2017) Page 1 of 4

PART 2 – THE BOARD OF DIRECTORS

Chapter 3

BOARD COMMITTEES

This chapter outlines the composition and function of the Board’s various Standing Committees, and it defines the relationship between these advisory Committees and

management. The terms of reference for each of the Standing Committees are appended to this chapter.

3.1 GENERAL

The By-Laws of the Perley Rideau allow the Board of Directors to establish Standing Committees to assist the Board in carrying out its functions. The Board may also appoint any Special Committee when necessary for a specific task or project. Written Terms of Reference for each Standing or Special Committee specify the Committee’s major functions, composition and reporting requirements. Except as the Board of Directors may from time to time otherwise direct, the authority of Committees is limited to providing recommendations for Board action. Terms of Reference for Committees are in Appendices A to F of this chapter. Committees meet in accordance with their Terms of Reference with the dates and location of Committee meetings promulgated in advance. Committee Chairs ensure that key messages from Committee meetings are appended to the agenda of the next monthly meeting of the Board of Directors of the Perley Rideau and that approved written records are published promptly on the Board only website. The CEO of the Perley Rideau is an ex officio member of Board Committees.

3.2 AUTHORITY OF COMMITTEES

Committees have an advisory function to the Board. They do not speak or act for the Board unless such authority is formally delegated, is time-limited, and is for specific purposes. They do not have any authority to direct staff although they may, through the Board, ask the CEO to allocate resources in support of Committee activities.

3.3 COMPOSITION

At the first meeting of the Board of Directors following the Annual Meeting of the

Page 70: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015; Updated 30Aug2017 & 14Dec2017) Page 2 of 4

Corporation, the Board of Directors decides which Committees are to be active for the following year and appoints Chairs and assigns Directors for each of the active Committees for a term of one year. The Board may at any other time of the year appoint additional or alternate members to Committees for the purposes of filling vacancies or to meet requirements. The Board may also appoint persons other than Directors to be members of Committees for the purpose of adding subject matter expertise.

A member of the Board chairs all Standing or ad hoc Committees. Committee members are assigned on the basis of: • Their personal preference; • Particularly relevant skills and experience for that Committee’s work; and • Developing a broader personal appreciation of particular functions of the Board.

The Board Chair and the CEO are ex-officio members of all Committees. In addition, any Director may attend any Committee meeting.

3.4 ADJUNCT ADVISORS

Pursuant to the By-Laws, the Board may appoint Adjunct Advisors who volunteer to serve in an advisory capacity on a Committee of the Board. (See By-law 5. i., iii.) Adjunct Advisors participate in the work of the Committee to which they are appointed. Committee Chairs may, but need not, take into account the views of Adjunct Advisors when making recommendations or reports to the Board based on the deliberations of a Committee. Adjunct Advisors may be former Directors of the Corporation or such other qualified persons as the Board considers advisable. Adjunct Advisors, as appointees of the Board, are subject to the confidentiality provisions applicable to Directors and in particular, the provisions of Section 6 g. of the By-Laws of the Corporation. Adjunct Advisors are “other persons” within the meaning of Section 10 of the By-Laws of the Corporation and are entitled to indemnification by the Corporation as provided by the said Section 10. Adjunct Advisors are, first and foremost, members of the specific Committee to which they are appointed, not members of the Board at large. Where the Adjunct Advisor’s expertise offers particular value to the Board, the Board may decide to involve Adjunct Advisors in Board business or activities, including Board meetings, based on the recommendation of that Committee. The Terms of Reference for Adjunct Advisors are attached at Appendix G to this chapter.

3.5 FUNCTION

A Committee's function is to bring the experience, expertise and judgment of a group of interested and informed persons to bear on a specific area of the Perley Rideau's responsibility. Its job is to assist the Board by considering matters referred to it in greater depth than would be possible by the whole Board. Committees identify and isolate the

Page 71: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015; Updated 30Aug2017 & 14Dec2017) Page 3 of 4

key issues requiring Board consideration or corporate attention, propose alternative actions, present the implications and make recommendations to the Board for decision.

The Board will not review the matter in the same detail as the Committee, but must be satisfied that all pertinent information was considered or refer the issue back to the Committee for further study. The Board will consider the recommendations of the Committee and adopt or amend these recommendations or make such other disposition, as it deems advisable.

3.6 MEETINGS

Committees meet in accordance with their Terms of Reference, with the dates and location of Committee meetings promulgated in advance. Typically they are held at the call of the Committee Chair or at times regularly scheduled by resolution of the Committee or the Board.

Committee meetings are generally less formal than Board meetings but may resort to more formal procedural rules if it appears necessary. Their proceedings are subject to the same requirements for record keeping as Board meetings. The written record or minutes of a Committee’s meeting is approved by the members of the Committee and published on the Board Only section of the website so that they are accessible to all Directors. Key Messages from the meeting are developed by the Chair and appended to the agenda of the next monthly meeting of the Board of Directors of the Perley Rideau. The Chair of the Board and the CEO, as ex officio members of Board Committees, receive notice thereof and are welcome to but are not obliged to attend said meetings. Before the Board Meeting in September, the Chair of each Standing Committee informs the Executive Committee of the objectives that will be the focus of the Standing Committee’s work for that year so that the Executive Committee may include these in the Board Work Plan for the year, as appropriate.

3.7 RELATIONSHIP TO STAFF

The Board, its Committees and staff work co-operatively to carry out the objectives of the Corporation. The Board and the Committees rely upon the ability, training, expertise and experience of staff to plan for and provide services or programs within the Perley Rideau's mandate. Committee and Board meetings are the generally recognized avenues for Board and staff to think and plan together. The attendance of the CEO, or a designate, as a resource and staff support person is important to the effective work of the Committees. Committees do not exercise authority over staff, but may request that work be done on their behalf. Committee members must know and respect the distinction between Board and staff responsibilities.

Page 72: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015; Updated 30Aug2017 & 14Dec2017) Page 4 of 4

Communications between Board and staff, outside of Committee meetings, is normally through the CEO. This includes:

• Any work assignments; • Requests for organizational resources or staff time; • Staff performance concerns or policy infractions; • Concerns regarding any aspect of programs, services or administration.

3.8 COMMITTEE TERMS OF REFERENCE

A Board resolution defining Terms of Reference for Committee membership, terms of appointment, mandate and procedures is required for all Committees (Standing and Special/ad hoc). The Governance and Planning Committee annually reviews existing Committee Terms of Reference and Committee memberships to ensure continued viability to meet the needs of the Board. The Governance and Planning Committee recommends any changes at the first meeting of the Board after the Annual Meeting of the Corporation. (See Appendix H for the process.) The Terms of Reference may be amended by the Board by resolution from time to time as required. The current Terms of Reference for the Standing Committees are attached as Appendices A to E of this Chapter. As well, if an ad hoc or Special Committee has been created, then the Terms of Reference for that Committee will also be appended to this Chapter. Ad hoc or Special Committees should be disbanded by Board motion when the task is completed, is no longer relevant, or consequent to a sunset clause in the original motion establishing the Committee. All Committees should review their Terms of Reference at least annually. The Terms of Reference for each Committee outline specific responsibilities. To varying degrees, Committees share several accountabilities that require collaboration and coordination among several Committees. Normally, one Committee will be the self-evident lead or “go-to” Committee for coordinating a particular area of expertise or an overlapping issue. These collaborative accountabilities include such areas as:

• Work planning; • Policy development; • Environmental watch; • Performance evaluation; • Fiduciary oversight; • Oversight of resource utilization; • Risk management; and • Advocacy and community engagement.

**************

Page 73: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014; 02June2016; Rev. 04Apr2019) Page 1 of 2

Appendix A to Chapter 3 of Part 2

TERMS OF REFERENCE

EXECUTIVE COMMITTEE Purpose and Authority The By-Laws require the establishment of an Executive Committee chaired by the Chairman of the Board and comprising a minimum of five Directors including those Officers who are Directors. The Executive Committee is principally an advisory committee comprising some of the Board’s most senior Directors, to provide leadership, counsel and corporate memory in support of the Board of Directors. The Executive Committee may exercise all such powers of the Corporation as are delegated from time to time by the Board. Composition and Meetings The Executive Committee is normally comprised of the Officers of the Board and the Chairs of the Standing Committees. The Executive Committee meets at least quarterly or at the call of the Chair, and the Chair of the Board or his/her designate chairs the Committee’s meetings. Committee Responsibilities and Functions In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the Executive Committee are to:

1. Exercise all such powers of the Corporation as shall from time to time be delegated by the

Board.1

2. Plan and manage Board business by: a. Remaining current on all Board activities; b. Drafting for Board approval the Board’s annual work plan; c. Supporting the work of Board Committees, as required; d. Identifying and resolving potential conflicts and gaps in Board work; and e. Providing strategic oversight for Human Resources, including recruitment, retention,

and development, and addressing any Human Resources matters not mandated to other Board Committees or as requested by management.

1 In any such instance, the Committee will inform the Board of any such action taken no later than the meeting of the Board next following the action taken.

Page 74: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014; 02June2016; Rev. 04Apr2019) Page 2 of 2

3. Make recommendations to the Board concerning management of the Chief Executive Officer (CEO) regarding:

a. Selection or termination of the CEO, as required; b. Strategic advice concerning the operation of the Perley Rideau for communication

by the CEO; c. The CEO’s annual targeted objectives; d. The CEO’s annual performance evaluation, continuing tenure, professional

development and compensation; and e. Advising the Chair on matters concerning the Board’s relations with the CEO,

including the Board’s perception of management’s support to the Board.

4. Annually, coordinate the performance evaluation of the Perley Rideau’s organizational effectiveness by:

a. Identifying critical performance deficiencies; and b. Recommending appropriate action to the Board of Directors.

5. Support the Chair by providing advice on: a. Matters dealing with particularly controversial or sensitive issues; b. Managing conflicts or complaints concerning Directors; c. Improving the Chair’s effectiveness; d. Providing input for the report on the performance of the Perley Rideau at the

Annual General Meeting of the Corporation. 6. Make recommendations to the Board with respect to any of the above matters and carry

out any other duties assigned to it by the Board.

* * * * *

Page 75: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; 08Dec2017) Page 1 of 3

Appendix B to Chapter 3 of Part 2

TERMS OF REFERENCE

GOVERNANCE AND PLANNING COMMITTEE

Purpose The Governance and Planning Committee is an advisory committee to the Board of Directors for coordinating the Perley Rideau’s planning processes and for issues relating to the development of the Board, its conduct, and its performance. In addition, this Committee advises the Board on matters related to the Board’s Ethics Policy Framework. Composition and Meetings The Governance and Planning Committee normally comprises a Chairman and at least one (1) other Director, and meets at least quarterly or at the call of the Chair. Committee Responsibilities and Functions In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the Governance and Planning Committee are to:

1. Oversee the establishment and practice of the highest ethical standards and core values across the Corporation including:

a. Maintaining a Corporate Ethics Policy Framework to deal with ethical issues

arising within the Perley Rideau; and b. Reviewing its constituent elements as warranted.

2. Oversee the development and implementation of the optimal organizational structure and

the plans, policies, and practices for effective and efficient governance by:

a. Developing and maintaining subject matter expertise in corporate governance; b. Advising the Board with respect to: corporate secretarial matters including

constating documents; operating philosophy; and best governance practices; c. Confirming the adequacy of the Board’s framework for fulfilling the governance

functions of: i. Fiduciary Oversight (including ethical as well as legal compliance);

ii. Direction Setting; iii. Financial Oversight; iv. Resource Stewardship; v. Risk Management;

vi. Stakeholder relations; and

Page 76: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; 08Dec2017) Page 2 of 3

vii. Performance Evaluation. d. Recommending necessary organizational change to the Board; e. Developing Board governance policies and operating procedures; and f. Developing, documenting and maintaining Board guidance for the good

governance of the Perley Rideau.

3. Oversee the nomination and development of an effective Board by:

a. Developing a set of skills, experience and diversity selection criteria for Directors necessary to ensure a balanced and effective Board;

b. Identifying and assessing prospective candidates for vacant Board positions, and conducting reference checks for each;

c. Recommending suitable candidates to the Board for appointment or election to the Board;

d. Providing orientation, training and mentoring for new Board members; e. Recommending a slate of Directors at each Annual Meeting of the Corporation

such that the renewal cycle ensures the continuity of the Board; f. Recommending members for each Committee, including the Chair; g. Recommending an annual training and education plan for the Board; and h. Coordinating the evaluation of Board, committee and member performance, and

assessing the evaluation results.

4. In collaboration with management, coordinate the Perley Rideau’s strategic planning processes (unless a special committee has been convened for this purpose) including:

a. Maintaining an environmental watch to identify trends, risks and opportunities in the

delivery of care and support services for the frail and elderly that may affect the strategic direction of the Perley Rideau;

b. Overseeing the development of and adherence to the Perley Rideau’s vision and mission statements;

c. Overseeing the development of a Strategic Plan to cover at least the next five-year planning period including:

i. The Perley Rideau strategic directions and key strategies for fulfilling its mission over the planning period; and

ii. Confirming the establishment of measureable goals and objectives to assess progress in fulfilling those strategic directions.

5. Develop an annual Strategic Assessment (unless a special committee has been convened

for this purpose) by:

a. Reviewing significant changes in the operating environment, identifying new risks and opportunities;

b. Evaluating the Health Centre’s progress in fulfilling its strategic goals and objectives;

c. Evaluating the suitability of the current strategic directions in view of evolving circumstances;

Page 77: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; 08Dec2017) Page 3 of 3

d. Recommending any necessary changes in strategic direction or strategies; and e. Preparing the Board’s Strategic Assessment for presentation to the Annual Meeting

of the Corporation.

6. Annually, provide the Board through the Executive Committee with the objectives it proposes to focus on.

7. Make recommendations to the Board with respect to any of the above matters and carry

out any other duties assigned to it by the Board.

* * * * *

Page 78: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Approved 02June2016; Rev 08Dec2017) Page 1 of 3

Appendix C to Chapter 3 of Part 2

TERMS OF REFERENCE

QUALITY OF LIFE AND SAFETY COMMITTEE

Purpose

The Quality of Life and Safety Committee is an advisory committee to the Board of Directors for issues affecting the delivery of all Residential, Community and Primary Care and Services. The Committee's focus is care and safety issues as they affect the quality of life1 and safety of residents and clients, staff and volunteers. Composition and Meetings The Quality of Life and Safety Committee normally comprises a Chairperson, at least one (1) other Director and the Medical Director and meets at least quarterly or at the call of the Chair. A member of the Family and Friends Council (FFC) will be selected by the FFC to sit on this committee as an adjunct advisor. Committee Responsibilities and Functions In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the Quality of Life and Safety Committee are to:

1. Develop and maintain the necessary expertise for overseeing the delivery of care and services for seniors by:

a. Monitoring legislative and regulatory requirements; b. Monitoring trends and developments in client and workplace demographics, the

delivery of care and safety, with a view to identifying best practices, risks and opportunities for improving the Perley Rideau’s resident and client quality of life; and;

c. Ensuring that best practices information supported by available scientific evidence is translated into materials that are distributed to staff and persons providing services within the health care organization.

2. Oversee the delivery of all Residential, Community and Primary Care and Services by: a. Confirming the adequacy of management's plans, policies, systems and procedures

for the delivery of all care and safety, programs and services, including market support services;

b. Regularly reviewing progress on:

1 Quality of life for residents and clients includes both their physical well-being (such as their health, safety, security and comfort) as well as their enjoyment of life (including their sense of dignity, autonomy and belonging).

Page 79: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Approved 02June2016; Rev 08Dec2017) Page 2 of 3

i. Implementation of management's integrated Quality Improvement Plan; and ii. Achievement of those aspects of the strategic plan relating to the delivery of

care and safety, programs and services.

3. Provide Board oversight of the quality of life of residents, clients and personnel by monitoring:

a. Development and maintenance of a workplace culture that promotes the well-being of all residents, clients, staff and volunteers;

b. Critical performance indicators reflecting the quality of care, services and workplace conditions;

c. Resident and staff satisfaction surveys and feedback from councils concerning care, services and safety systems;

d. Results of externally conducted performance evaluations including: i. MOHLTC, Ministry of Labour and Veterans’ Affairs Annual Inspection

reports; ii. Complaint investigations; and

iii. Accreditation surveys.

4. Oversee the Perley Rideau’s programs affecting safety by: a. Monitoring trends and developments in the delivery of safety programs in health

care; b. Confirming that the Perley Rideau has in place:

i. Policies and procedures governing all aspects of resident safety; ii. Emergency response preparedness plans that meet regulatory requirements

and routinely exercises these plans; iii. A system for the reporting of unsafe conditions and events, their analysis,

and follow-up; and iv. A regular program of internal safety audits; and

c. Monitoring organizational safety performance, including but not limited to, critical incidents, inspection reports and statements of claim, with a view to identifying systemic deficiencies affecting safety at the Perley Rideau.

5. Monitor the effectiveness of services at the Perley Rideau in improving the quality of life of

Perley Rideau residents and clients.

6. Oversee the effectiveness of utilization of all Perley Rideau Human Resources (HR) and volunteers who interface with residents and clients by:

a. Monitoring the impact of staffing models on health, safety and quality of care; b. Monitoring trends in demographics and their projected impacts on future needs for

the Perley Rideau; and c. Monitoring trends in the Perley Rideau's key HR performance indicators as they

relate to health, safety and quality of care programs and services.

7. Establish and maintain a Board level strategic focus on those operational matters that could compromise the effectiveness of the Perley Rideau in fulfilling its mission by:

a. Fostering a Board perspective on care and safety issues as they affect the quality of life of residents and clients, staff and volunteers;

Page 80: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Approved 02June2016; Rev 08Dec2017) Page 3 of 3

b. Identifying systemic issues affecting the delivery of care and services (in collaboration with management), and making recommendations to the Board for their remediation; and

c. Assessing Board decisions from the perspective of their potential impact on quality of life or safety on residents and clients.

8. Identify representatives to support the Stakeholder and Community Relations Committee in:

a. Maintaining a Perley Rideau presence in selected fora and activities involving care and services for seniors; and

b. Developing Board positions for advocacy work.

9. Annually, provide the Board through the Executive Committee with the objectives it proposes to focus on.

10. Make recommendations to the Board with respect to any of the above matters and carry out any other duties assigned to it by the Board.

a. Through the Chair, ensure that issues of relevance and importance are shared with other Committees.

* * * * *

Page 81: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, 02June2016; Rev 08Dec2017) Page 1 of 3

Appendix D to Chapter 3 of Part 2

TERMS OF REFERENCE

AUDIT AND RISK MANAGEMENT COMMITTEE

Purpose The Audit and Risk Management Committee is an advisory committee to the Board of Directors and its purpose is to ensure resource management necessary to fulfill the Perley Rideau’s mission and the sustainability of its financial health, through oversight of: 1. Financial stewardship, including safeguarding of assets, annual and long-term financial

planning with a view to sustainability, and the annual audited financial statements and other financial reports;

2. Financial stewardship of the Corporation's human resources (HR); 3. Planning, management, maintenance and development of facilities and other assets; and 4. The Corporate Risk Management (CRP) process. Composition and Meetings The Audit and Risk Management Committee normally comprises a Chairman (the Treasurer of the Corporation) and at least one (1) other Director. The Committee meets at least six times per year or at the call of the Chair. Committee Responsibilities and Function In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the Audit and Risk Management Committee are to oversee the:

1. Corporation’s financial stewardship, including investing and safeguarding of assets,

annual and long-term financial planning with a view to sustainability, and the annual audited financial statements and other financial reports, including:

a. Monitoring compliance with legislative and regulatory requirements; b. Recommending long term financial plans with particular emphasis on operating on a

break-even basis/focus on financial sustainability; c. Overseeing the complete annual cycle for budgeting and resource allocation,

including: i. Reviewing the objectives and assumptions underlying the preparation of the

annual operating budget; ii. Reviewing management’s budget proposal for revenue/ expenditures and

capital for the ensuing fiscal year; and

Page 82: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, 02June2016; Rev 08Dec2017) Page 2 of 3

iii. Monitoring the financial performance against budget on a quarterly basis, including reviewing reasons for variance against plan.

d. Developing, maintaining and overseeing the implementation of the Investment Policy Statement, including:

i. developing and recommending the Investment Policy Statement to the Board,

ii. conducting an annual review of the Investment Policy Statement, iii. overseeing policy implementation, monitoring adherence to and ensuring

that investments meet the Investment Policy requirements. iv. monitoring investment fund performance on at least a quarterly basis, v. recommending the Investment Fund Manager(s), if engaged, to the Board of

Directors vi. monitoring Investment Fund Manager performance, if a fund manager is

engaged, on at least a semi-annual basis. e. Overseeing the external audit of financial statements, including:

i. Recommending to the Board the appointment of the external auditor; ii. Reviewing the auditor’s audit plan;

iii. Reviewing the audited financial statements and any management letters with the external auditor and management; and

iv. Recommending approval of the Corporation’s audited financial statements. f. Providing strategic guidance and advice on feasibility, viability and risks associated

with business initiatives, including: i. Assessing the appropriateness and validity of any material assumptions

and estimates used in the preparation of business cases; ii. Assessing the operating and capital financial plans and budgets, including

forecasts, targets or performance goals used by management in the preparation of such plans;

iii. Assessing financing requirements, options and proposed arrangements; and iv. Assessing risks associated with all aspects of an initiative, individually and

collectively within the Corporate Risk Profile.

2. Financial stewardship of the Corporation's policy and performance monitoring of the Corporation’s human resources (HR) including;

a. Reviewing the appropriateness of HR policies, systems and underlying assumptions supporting the long term HR plans;

b. Monitoring various HR performance metrics to ensure performance against financial expectations; and

c. Reviewing assumptions supporting negotiations for pay and benefits and recommending to the Board for approval.

3. Facilities and assets by:

a. Reviewing long term plans for the development, construction and maintenance of physical plan and facilities, and the procurement and maintenance of capital assets including Information Technology assets;

b. Monitoring facilities and asset utilization; and c. Monitoring custody of all property (including intellectual property).

Page 83: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, 02June2016; Rev 08Dec2017) Page 3 of 3

4. Corporation’s Corporate Risk Management (CRP) process, including: a. Verifying the appropriateness of policies, the CRP framework, risk management

processes and performance indicators for risk management; b. Reviewing management’s determination of the principal risks, their likelihood and

impact and processes in place to mitigate risks and support discussion with the Board;

c. Supporting the Corporation and the Board in developing and understanding its risk appetite and determining how this affects selection of strategies and actions going forward;

d. Specifically reviewing the appropriateness (type, coverage, cost) of insurance coverage carried by the Corporation, including Directors and Officers insurance; and

e. Ensuring that there is an ongoing process in place to monitor risks, to support discussion with the Board and action, as appropriate.

5. Development of annual requirements for the Executive Committee, including

identification of the objectives this Committee proposes to focus on. 6. Provision of recommendations to the Board with respect to any of the above matters and

carrying out any other duties assigned to it by the Board.

* * * * *

Page 84: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; Rev 08Dec2017) Page 1 of 4

Appendix E to Chapter 3 of Part 2

TERMS OF REFERENCE

STAKEHOLDER AND COMMUNITY RELATIONS COMMITTEE

Purpose

The Stakeholder and Community Relations Committee is an advisory committee to the Board of Directors for issues affecting:

1. Relationship-building and community presence with Perley Rideau’s network of external and internal stakeholders, communities and public at large;

2. External, internal and joint communications including with the Perley Rideau Foundation, marketing and promotion of the Perley Rideau public profile;

3. Community and stakeholder engagement initiatives; 4. Advocacy and government relations; and 5. Current and potential partnering arrangements.

The Committee’s work focuses on relationships and communications with six constituencies specific to the Perley Rideau:

i. Funders (including MOHLTC, Champlain LHIN, Veterans’ Affairs Canada, and the Perley Rideau Foundation);

ii. External communities of interest including fostering relations with the local and surrounding community and relationships with Veterans groups;

iii. Internal Communities of Interest (including The Friends and Family Council; and other internal groups concerned with the well-being of Perley Rideau community and veteran residents, families, clients, tenants, staff and volunteers);

iv. Internal and external communities of practice (agencies, organizations, current and potential partners and networks relating to the delivery of care and services to Perley Rideau residents, clients and tenants and to regional seniors in general);

v. The political community, including elected officials, decision-makers and opinion leaders at various levels; and

vi. The local media and media-related stakeholders.

The Stakeholder and Community Relations Committee takes the lead and advises the Board on policy development, acts as a sounding board and support for management, and, monitors and oversees the Perley Rideau’s relationship strategies, plans, progress and outcomes. Management is responsible to plan, implement, manage, assess, follow-up and ensure the effectiveness of day-to-day relationships, advocacy, engagement initiatives, public relations and communications with stakeholders, communities, partners and the media.

Page 85: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; Rev 08Dec2017) Page 2 of 4

Composition and Meetings The Stakeholder and Community Relations Committee normally comprises a Chairperson and at least one (1) other Perley Rideau Director. To facilitate the necessary outreach of relationship and profile building, advocacy and community engagement, the Committee is augmented by external representatives and adjunct advisers as required. Cross-representation with the Perley and Rideau Veterans’ Health Centre Foundation Board of Directors specifically related to joint communications and enhancing the Perley Rideau public profile is encouraged. One Committee member has specific responsibilities with respect to engagement and liaison with the community immediately adjacent to and surrounding the Perley Rideau. Another has specific responsibilities with respect to the Veterans’ Liaison Committee1. The Committee meets at least quarterly and at the call of the Chair. Committee Responsibilities and Functions

In addition to the shared responsibilities listed in Section 3.8, Chapter 3, of Volume III of the Governance Guide, specific responsibilities and functions of the Stakeholder and Community Relations Committee are to:

1. Develop a comprehensive and informed appreciation of strategic issues affecting the mission and vision of the Perley Rideau, its stakeholders and seniors in the region by:

a. Tracking issues and developments affecting the delivery of care and services for seniors;

b. Evaluating evolving local situations that may impact on the relationships, profile and reputation of the Health Centre.

c. Developing a high-level and ongoing working understanding for the needs and perspectives within Perley Rideau’s current and potential partnering arrangements, alliances, stakeholders and constituencies, particularly in the light of the Perley Rideau’s vision and strategic plan.

2. Oversee relationship-building and a positive community presence, providing advice and support to Management and the Board by:

a. Identifying key stakeholders, liaising with them and engaging them, as appropriate for the Board, including:

i. Monitoring emerging issues that may have a potential impact on PRVHC resident veterans;

ii. Ensuring that, when appropriate, veterans’ groups are aware of such issues and the actions being taken to resolve them;

iii. Participating in the Veteran Liaison Committee’s meetings2;

1 Established pursuant to the 25 March 1992 Rideau Veterans Home Transfer Agreement between The Minister of Veterans Affairs (Canada), The Minister of Health (Ontario) and The Perley Hospital. 2 The Member of the Stakeholder and Community Relations Committee who has been assigned specific responsibilities for Veterans Liaison will normally attend these meetings.

Page 86: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; Rev 08Dec2017) Page 3 of 4

iv. Participating in Perley Rideau events of a particular interest to veterans. b. Providing an informed and designated board-level presence, as appropriate,

with the various communities, including working collaboratively with the Foundation.

3. Oversee the maintenance and enhancement of the Perley Rideau corporate profile and communications by:

a. Supporting Management’s development of a strategic communications plan for Board approval, including internal and external communications, and, likewise, the development of a collaborative joint communications plan with the Perley Rideau Foundation, with goals and actions for targeting specific interest groups with key messages;

b. Supporting management and advising the Board, in collaboration with the Foundation, as appropriate, on issues of communication, media, public relations and raising the profile of the Perley Rideau, including, monitoring the development of a Perley Rideau media strategy and, ensuring that the media is proactively engaged to communicate the Perley Rideau’s successes and challenges;

c. Monitoring the effectiveness of Perley Rideau public communications and marketing in the achievement of our mission, vision and desired public profile.

4. Oversee community and stakeholder engagement initiatives by:

a. Supporting and advising management and the Board in the identification of community and stakeholder engagement opportunities, generally occurring in the footsteps of the strategic planning and review process;

b. Supporting Management’s development of a community and stakeholder engagement plan for Board approval;

c. Providing an informed and designated board-level presence in planned community engagement initiatives, when requested by the CEO or the Board Chair.

d. Supporting Management in engaging and fostering a cooperative relationship with the immediate neighborhood surrounding the Perley Rideau Village by:

i. Meeting3 at least twice per year with six or more local residents, a member or a designate from the Riverview Park Community Association, the local municipal councillor or a designate, and the CEO of the Perley Rideau or his designate;

ii. Keeping the community apprised of changes at the Perley Rideau which could impact on the community;

iii. Providing the community with a forum to provide input about local issues to Management and the Board of the Perley Rideau;

iv. Supporting Management in the planning of events, publications or activities to promote community harmony and engagement with the Perley Rideau Village and its services.

3 The Member of the Stakeholder and Community Relations Committee who has been assigned specific responsibilities for Community Liaison will normally chair these meetings.

Page 87: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014, Revised 04June2015, 02June2016; Rev 08Dec2017) Page 4 of 4

e. Supported by Management, monitoring and overseeing the results, evaluation, ongoing follow-up actions and plans related to the engagement plan and to specific engagement initiatives, and with Management, advising the Board on any major trends, strategic implications or significant risks inherent within those results.

5. Oversee and act as a sounding board for advocacy and government relations on

behalf of the Perley Rideau by: a. Supported by Management, advising the Board regarding the determination of

which advocacy issues are to be advanced on behalf of the Perley Rideau and, subsequently, supporting management in their development and implementation of an advocacy strategy and action plan;

b. Monitoring and overseeing the effectiveness of the advocacy and government relations strategy and action plan ensuring that they remain aligned with the organization’s legal obligations, mission, values, vision and strategic plan;

c. Providing an informed and designated board-level presence in advocacy situations, when requested by the CEO or the Board Chair, in order to help support management in promoting understanding of specific issues or needs that affect the Perley Rideau corporation or the delivery of care and services for residents and clients.

6. Oversee and act as a sounding board regarding development and relations related to partnering arrangements with the Perley Rideau by:

a. Leading the Board in the definition of the respective roles, responsibilities and expectations of the Board and Management with respect to interactions with or within partnership arrangements with the Perley Rideau, specifically or in general;

b. Advising the Board and overseeing development of appropriate arrangements for shared governance in partnering arrangements where the Perley Rideau shares joint responsibility and accountability for client care or clinical services including for risk management and outcomes (clinical and non-clinical);

c. Overseeing and supporting Management in its work of monitoring, evaluating, managing/mitigating and reporting potential or actual significant risks related to partnering arrangements, specifically in areas involving: relationships internal or external to the partnering arrangement, communications, marketing, public image/identity, stakeholder or community engagement, or advocacy occurring about or within any partnering arrangement that involves the Perley Rideau. This includes significant risks that may impact more broadly upon the Perley Rideau Village or corporation, its mission and vision or its stakeholders, the community or public at large.

7. Annually, provide the Board through the Executive Committee with the objectives it

proposes to focus on.

8. Make recommendations to the Board with respect to any of the above matters and carry out any other duties assigned to it by the Board.

* * * * *

Page 88: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) BOARD GOVERNANCE GUIDE FOR DIRECTORS

Vol III – GOVERNANCE / Part 2 – The Board of Directors / Ch. 3 Board Committees (Board Appr. 01Mar18) Page 1 of 3

Appendix F to Chapter 3 of Part 2

TERMS OF REFERENCE

SPECIAL COMMITTEE ON SENIORS’ VILLAGE EXPANSION

Background Perley Rideau’s first Seniors’ Housing Project, which involved the construction of 139 new apartments in two new buildings, occurred between 2010 to 2014. Since opening, the apartments have operated with high occupancy rates, good revenue generation and, by 2016, a long waiting list. As a result, feasibility work started in 2016 to consider a project to expand the Seniors Village by constructing additional seniors’ apartments. In 2017 the Ontario government announced a program to create 5,000 new long-term care (LTC) beds. This caused Perley Rideau to consider constructing new LTC beds as well as other service and continuum of care options including additional seniors’ apartments as part of a Seniors’ Village Expansion Project (SVEP). In the first quarter of 2018 the Ontario government called for applications for new LTC bed licences. The result of these events was a need to engage in active project planning for the SVEP and a need for the Board of Directors to maintain oversight of the SVEP. The first Seniors’ Housing Project demonstrated the need for early Board oversight. That project also showed that the most effective means to provide oversight was by a special committee of the Board. The special committee created to oversee the first project had the required expertise to oversee the project and relieved the Board from considering project and operational detail unsuited to deliberation by the full Board. Having regard to the above, it is appropriate to create a new special committee of the Board to oversee the SVEP. The new committee shall be named the Seniors’ Village Expansion Committee (SVEC). Purpose The SVEC is a special committee of the Board of Directors of the Perley Rideau. Its function is first to advise the Board about the SVEP and secondly, to oversee and monitor the implementation and execution by management of Board decisions and directions related to the SVEP. Composition and Meetings The SVEC shall be composed of at least three directors from the Board of Perley Rideau, one of whom shall be Chairperson, plus additional members as appropriate. Membership of the SVEC

Page 89: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) BOARD GOVERNANCE GUIDE FOR DIRECTORS

Vol III – GOVERNANCE / Part 2 – The Board of Directors / Ch. 3 Board Committees (Board Appr. 01Mar18) Page 2 of 3

will be approved by the Board of Directors and may be changed by the Board of Directors. Meetings will be at the call of the Chair. SVEC Responsibilities and Functions In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the SVEC is to monitor, on behalf of the Board, the SVEP with respect to overall project management, financing, contracting, construction, marketing, communications, start-up and initial operation. SVEC shall:

1. Monitor the general direction for the SVEP, in accordance with the Perley Rideau’s strategy and strategic plan including: Meeting the performance objectives established by the Board; Effective integration of the SVEP with the Perley Rideau, as a component of the

Village as identified in the Perley Rideau vision; Recommending to the Board whether or not to proceed with the SVEP and any

associated options.

2. Oversee the SVEP including: Program planning, including project charter and business case; Financing; Project management; Construction budget; Major contract awards; Resources; Construction activities; Communications; Marketing plan; Start up and initial operation.

3. Monitor Risk including: Monitoring program changes with particular vigilance for changing the scope and

direction of the SVEP; Identifying threats to the overall success of the SVEP; Recommending appropriate action warranting the attention of the Board of

Directors of the Perley Rideau.

4. Support the Perley and Rideau Veterans’ Health Centre Foundation in its capital campaign fund raising activities with respect to the SVEP.

5. Provide support to management as requested by the CEO.

6. Provide the Board of Directors with progress reports.

Page 90: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) BOARD GOVERNANCE GUIDE FOR DIRECTORS

Vol III – GOVERNANCE / Part 2 – The Board of Directors / Ch. 3 Board Committees (Board Appr. 01Mar18) Page 3 of 3

7. Keep Perley Rideau Board Standing Committee Chairs abreast of SVEP development as it relates to their responsibilities and invite them to attend SVEC meetings where appropriate.

Term As a special committee of the Board of Directors of the Perley Rideau, the SVEC shall continue in its functions until dissolved by the Board. However, in accordance with Board Directives, the requirement for this committee will be reviewed annually along with the composition of its membership. It is the expectation of the Board of Perley Rideau that the requirement for the SVEC will expire at an appropriate time following either the successful implementation of the SVEP or a decision of the Board not to proceed with the SVEP. Resources The CEO will provide adequate resources to support the Special Committee in its work. Approved by the Board of Directors on the 1st day of March, 2018. _____________________________

* * * * *

Page 91: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) BOARD GOVERNANCE GUIDE FOR DIRECTORS

Vol III – GOVERNANCE / Part 2 – The Board of Directors / Ch. 3 Board Committees (Board approved 07Feb2019) Page 1 of 2

Appendix G to Chapter 3 of Part 2

TERMS OF REFERENCE

SPECIAL COMMITTEE ON CENTRE OF EXCELLENCE

Background Phase Three (2020-2025) of the Perley Rideau strategic plan aims to elevate the Perley Rideau foundational goals of excellence in resident care and services, ensuring stability, maintaining a quality workforce, and leading and advocating for change. The plan also aligns with the history of the organization in caring for the frail elderly. The original 1897 letters patent for what is known as the Perley Rideau were handwritten and then restated in a 1999 document as a matter of ‘continuance’ under changes in the Province of Ontario statutes. These documents referred to a mandate to: care for elderly, operate and maintain a research facility, and to promote and participate in education. Perley Rideau plans to remain true to its longstanding commitment to research and learning, and will deliver even greater value to the healthcare system through the development of a Centre of Excellence (CoE) in Frailty-Informed Care as part of the current strategic plan. By expanding programs and services along the continuum of care, facilitating strong collaborations with researchers, academic institutions, community agencies, industry and business, Perley Rideau will seize opportunities to lead and participate in innovative initiatives that will advance care, research and knowledge translation in frailty. A small advisory group consisting of Board members as well as members of the Perley Rideau leadership team has been engaged in foundational work required to build a CoE. The creation of the CoE is gaining momentum and it is appropriate to create a new special committee of the Board to oversee continuous progress. The new committee shall be named the Special Committee on Centre of Excellence. The special committee created to oversee the development of the CoE will have the required expertise to oversee the creation of the CoE and relieve the Board from considering details unsuited to deliberation by the full Board. Purpose The Special Committee on Centre of Excellence is a special committee of the Board of Directors of the Perley Rideau. Its function is first to advise the Board about the CoE and secondly, to oversee and monitor the implementation and execution by management of Board decisions and directions related to the CoE. Composition and Meetings The Special Committee on Centre of Excellence shall be composed of at least three directors from the Board of Perley Rideau, one of whom shall be Chairperson, plus additional members as appropriate. Membership of the Centre of Excellence Advisory Committee will be approved by the Board of Directors and may be changed by the Board of Directors, as need the need for specific expertise arises. Meetings will be at the call of the Chair. Special Committee on Centre of Excellence Responsibilities and Functions In addition to the shared responsibilities listed in Para. 3.8 of this Chapter, the specific responsibilities and functions of the Special Committee on Centre of Excellence is to monitor, on behalf of the Board,

Page 92: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) BOARD GOVERNANCE GUIDE FOR DIRECTORS

Vol III – GOVERNANCE / Part 2 – The Board of Directors / Ch. 3 Board Committees (Board approved 07Feb2019) Page 2 of 2

with respect to the overall creation of the CoE including financial resources, marketing and communications. The Special Committee on Centre of Excellence shall:

1. Monitor the general direction of the CoE, in accordance with the Perley Rideau’s strategy and strategic plan including:

Meeting the performance objectives established by the Board; Effective integration of the CoE with the Perley Rideau, as a component of the Perley

Rideau Strategy.

2. Oversee the creation of the CoE including: CoE strategic planning; Financial requirements / Resources; Alignment of overall activities with Perley Rideau strategic plan; Communications and marketing; The development of partnerships with academic institutions, commercial partners and

research institutes and networks.

3. Monitor Risk including: Identifying threats to the overall success of the CoE and identify strategies to mitigate

these threats; Recommending appropriate action warranting the attention of the Board of Directors of

the Perley Rideau.

4. Support the Perley and Rideau Veterans’ Health Centre Foundation in its capital campaign fundraising activities with respect to the CoE.

5. Provide support to management as requested by the CEO and provide recommendations to the

Board of Directors for external membership as the need arises.

6. Provide the Board of Directors with progress reports.

7. Keep Perley Rideau Board Standing Committee Chairs abreast of CoE development as it relates to their responsibilities and invite them to attend CoE meetings where appropriate.

Term As a special committee of the Board of Directors of the Perley Rideau, the Special Committee on Centre of Excellence shall continue in its functions until dissolved by the Board. However, in accordance with Board Directives, the requirement for this committee will be reviewed annually along with the composition of its membership. It is the expectation of the Board of Perley Rideau that the requirement for the Special Committee on Centre of Excellence will expire at an appropriate time following the successful implementation of the CoE. Resources The CEO will provide adequate resources to support the Special Committee in its work. Approved by the Board of Directors on the 07 day of February, 2019. ____________________________

* * * * *

Page 93: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved 06Feb2014) Page 1 of 1

Appendix H to Chapter 3 of Part 2

TERMS OF REFERENCE

ADJUNCT ADVISORS

Adjunct Advisors are, first and foremost, members of the specific committee to which they are appointed, not members of the Board at large. The Board may decide to involve Adjunct Advisors in Board business or activities, including Board meetings, based on the recommendation of Committees, where the Adjunct Advisor’s expertise offers particular value to the Board. Adjunct Advisors, like Directors, do not represent any specific group or interest but are expected to fulfill their duties for the Corporation with objectivity, impartiality, and with the best interests of the organization in mind. The process for engaging Adjunct Advisors is as follows:

• The sponsoring Committee shall select and recruit Adjunct Advisors pursuant to identified Committee requirements for particular skills, knowledge, expertise, contacts, etc. and guided by Board member selection criteria;

• The Chair of the sponsoring Committee shall request that the Chair of the Board place the matter on a future agenda for Board approval of the appointment; and

• Termination of Adjunct Advisors will be at the discretion of the Board on the recommendation of the sponsoring Committee.

In serving, Adjunct Advisors will:

• Sign conflict of interest and confidentiality agreements; • Comport themselves in accordance with Board Member Terms of Reference1; • Undertake to be familiar with Perley Rideau ethics framework; • Be offered the opportunity to participate in orientation training as for regular Board

members, subject to the recommendations of the Committee Chair; and • Have unlimited access to Perley Rideau web site, including the Governance section.

* * * * *

1 See Chapter 4 (VOL III, Part 2).

Page 94: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved March 2017) Page 1 of 2

Appendix I to Chapter 3 of Part 2

COMMITTEE STRUCTURE AND MEMBERSHIP PLANNING

Background Annually in June, at the first meeting after the Annual Meeting of the Corporation, the Board confirms the Standing and Special Committees required to support the Board in its work and their membership for the coming year, recognizing that membership can change over the course of the year as circumstances require or as determined by the Chair of the Board. This approval also includes appointment of Chairs of Committees. The By-Laws of the Corporation require that the Board establish an Executive Committee chaired by the Chair of the Board and comprising five (5) Directors and those Officers who are Directors. The purpose of the Executive Committee is to exercise the powers of the Corporation as delegated by the Board. The By-Laws permit the establishment of any Standing Committee deemed necessary to assist the Board in carrying out its functions and Special Committees necessary for specific tasks or projects. Process for Determining Committee Structure 1. In the Spring, the Governance and Planning Committee (G&P) reviews the Directors’

assessment of the Board’s performance in the past year. The G&P also looks at the workload and performance of each of the Committees, Standing and Special.

2. The Chair of G&P speaks with the Chairs of each of the other Committees about the

workload of his/her Committee and its performance over the past year. This includes any recommendations for changes in the Terms of Reference for the coming year.

3. Based on the above, the G&P develops a proposed Committee Structure including Terms of

Reference for the forthcoming year. The Chair of G&P discusses any proposed changes with the current Chairs.

4. The G&P recommends the new Committee Structure and Terms of Reference to the Board

for approval at the first annual meeting of the Board following the Annual Meeting of the Corporation.

Process for Determining Committee Chairs and Committee Membership 1. In the Spring the Chair of the Governance and Planning Committee interviews each Director

concerning his/her participation in the work of the Perley Rideau Board and Committees over

Page 95: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 3 Board Committees (Board Approved March 2017) Page 2 of 2

the past year. This includes questions about which Committees would be of interest for the coming year and whether or not they would be willing to serve as a Chair.

2. The G&P determines the proposed assignment of Directors to Committees based on their

preferences and the competency needs of the Committees. Committee Chairs are also identified. For continuity and consistency purposes Chairs usually serve for two to four years. For succession planning purposes Chairs only serve longer than four years in exigent circumstances.

3. At the same time, the G&P identifies Adjunct Advisors to serve on Committees to fill any

gaps in skill sets. 4. The G&P recommends the membership (Directors and Adjunct Advisors) and Chair of each

Standing and Special Committee for approval at the first annual meeting of the Board following the Annual Meeting of the Corporation.

* * * * *

Page 96: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 1 of 8

PART 2 – THE BOARD OF DIRECTORS

Chapter 4

DIRECTORS’ DUTIES, OBLIGATIONS AND LIABILITIES, AND EXPECTATIONS

4.1 GENERAL

All Directors are accountable in the governance of the Perley Rideau and must adhere to governance requirements. A failure to meet these requirements may result in certain liabilities being incurred. This Chapter outlines a Director’s duties, obligations and potential liabilities while serving at the Perley Rideau. In addition, more general expectations of Directors while serving on the Board are outlined. Ex-officio and Honorary Directors as well as Adjunct Advisors are subject to the same obligations as Directors, as outlined below.

4.2 STANDARD OF CARE

Every Director in exercising their authorities and discharging their duties is required to: 1. Act honestly and in good faith, with a view to the best interests of the Perley Rideau; 2. Exercise the care, diligence and skill that a reasonably prudent person would exercise

in reasonably comparable circumstances; and 3. Comply with all requirements under the law, as well as the Corporation’s Articles,

Supplementary Letters Patent and By-Laws. 4.3 CONFLICT OF INTEREST

Directors of the Perley Rideau must also act in an objective and impartial manner, including remaining vigilant about and declaring any conflict of interest. Conflict of interest arises when a Director, or members of their family, or their business partners or personal associates, may benefit financially or otherwise from their position on the Board. Every Director who is in any way, directly or indirectly, interested in a contract or transaction, or in a proposed contract or transaction, with the Perley Rideau must disclose such conflict of interest. A conflict of interest may be real, potential or apparent. The duty to disclose applies in each situation.

Page 97: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 2 of 8

Annual Declaration. Upon appointment as a Director and annually thereafter at the first Board meeting following the Annual Meeting of Members of the Corporation, each Director shall make a conflict of interest declaration. (See Appendix A to this Chapter.) In addition to the annual declaration, whenever a conflict of interest arises, the Director must disclose the nature and extent of the conflict forthwith and in writing to the Chair of the Board or of its Committees. If a Director is uncertain about a conflict of interest, the matter should be brought to the attention of the Chair of the Board or of its Committees for advice and guidance. Directors serve without remuneration, and no Director shall directly or indirectly receive any profit from his/her position as such, provided that Directors may be reimbursed reasonable expenses incurred by them in the performance of their duties.

4.3.1 Examples of Conflict of Interest

a) Accepting any payment for services rendered to the Corporation, including contracted work honoraria; accessing financial or other resources for personal use, i.e. transportation, training costs, supplies, equipment, etc.

b) Seeking, accepting or receiving any personal benefit from a supplier, vendor, or any individual or organization doing or seeking to do business with the Perley Rideau.

c) Being a member of the Board or staff of another organization which might have material interests that conflict with the interests of the Perley Rideau.

d) Any involvement in the employment of a family member, or business or personal associate of the Director.

e) Directors serving with members of their family or business or personal associates which may give rise to an apparent conflict of interest.

4.4 LIABILITY AND INDEMNIFICATION

In exercising their duties and functions, Directors may incur liability if they fail to comply with the requirements under the law. This includes legal requirements set out in legislation, as well as under the common law.

4.4.1 Examples of Potential Liability

Statutory Liabilities. Statutory liabilities may arise from a failure to comply with requirements of the legislation under which the Perley Rideau is incorporated (currently the Ontario Corporations Act) and/or other applicable statutes (e.g. Income Tax, Privacy Act, etc.). There are approximately 200 federal and provincial statutes in Canada that impose liability on Directors or Officers of a Corporation located in Ontario. These apply regardless of the size, business type, charitable status, etc. of the corporation and they carry the same liabilities for profit as for not-for-profit organizations.

Common Law Liabilities. Following are some of the most common personal liabilities

for Board members:

Page 98: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 3 of 8

a) Signing contracts on behalf of the organization without proper authorization from the

Board. The By-Laws provide specific authority for Directors and Officers to execute legal documents.

b) Acting negligently or carelessly in the exercise of their duties and obligations and thereby causing injury. This relates to situations where a Director of the Board knew of or ought to have foreseen a problem and failed to address it.

c) Failing to adhere to the standard of care or to disclose a conflict of interest as outlined above, thereby leading to a loss suffered by the Corporation.

d) Any misuse of funds or property other than for the purposes intended by funders or donors, including improper investment of funds and remuneration of Directors other than for personal expenses in relation to their Director’s duties. Charitable organizations are held to a higher standard in this regard.

e) Directors may also incur employee and workplace liability, including debts owed to employees of the Corporation for services provided.

4.4.2 Indemnification. Pursuant to the By-Laws, Directors are indemnified against costs

arising from any liability provided that they acted honestly and in good faith and that such costs are not attributable to their own willful neglect or default (Section 10). In addition, Directors of the Perley Rideau are covered by liability insurance. Additional safeguards to help minimize the risk of liability include arranging for the members of the Corporation, during its annual meeting, to ratify the Directors’ acts of the concluding year; seeking opinions from qualified experts on matters beyond the competence of the Board; and ensuring that appropriate controls are in place.

4.5 CONFIDENTIALITY Directors are required to respect the confidentiality of matters not to be disclosed publicly, most notably matters that are dealt with in camera. Further, Directors must respect the Perley Rideau’s policies with respect to public communications whereby only the Chair or someone delegated to be the corporation’s spokesperson may speak publicly on behalf of the Perley Rideau. The duty of confidentiality continues indefinitely after a Director has left the Board.

4.6 OATH OF OFFICE

Upon joining the Board of Directors, each Director of the Perley Rideau shall swear to an Oath of Office that they will adhere to the required standard of care, as well as to the conflict of interest and the confidentiality requirements explained herein. (Appendix B to this Chapter.)

4.7 EXPECTATIONS OF BOARD MEMBERS

In addition to being guided by the legislation, Supplementary Letters Patent, the By-Laws and the Code of Ethical Conduct, for the satisfactory fulfillment of their responsibilities

Page 99: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 4 of 8

Board members are expected to demonstrate the following: Commitment. Directors must be ready, willing and able to commit significant personal time if they are to fulfill their governance duties. Attendance. Directors are expected to regularly attend scheduled Board meetings and meetings of those Committees on which they have agreed to serve. In addition, Directors are expected to participate in selected public events conducted by or on behalf of the Perley Rideau. From time to time they may be called upon to promote the work of the Perley Rideau and advocate for its interests. Preparation. Directors are expected to come to Board and Committee meetings fully prepared to deliberate agenda issues and recommend action. This requires: regular reading of the health care environmental scan materials provided by management on the evolving situation in health care in Ontario, with particular attention to issues relating to long-term care and other care services for the frail and elderly; working knowledge of the Perley Rideau’s governing documents, Strategic Plan, and policies; and reading distributed materials provided with the meeting agendas.

Participation. Directors are expected to participate in Board and Committee deliberations by: questioning and challenging incomplete, unclear, inaccurate or erroneous information; and making informed interventions based on their personal perspective and life experience. Comportment and Obedience. Directors are expected to maintain a spirit of collegiality and respect for the collective decisions of the Board and to subordinate any personal interests to the best interests of the Perley Rideau. Directors must respect the principle that majority governs and even if they do not support a majority decision they are bound to maintain solidarity with the decision. Evaluation. Directors are expected to participate in a continuous process of evaluation, assessing: the performance of the Perley Rideau in fulfilling its mandate, vision and mission; the effectiveness of the Board of Directors; and their own contribution to the Board. Resignation. A Director facing any of the following situations should consider either resigning from the Board or declining to put their name forward for re-election for a subsequent term as a Director: a personal breach of the Code of Ethical Conduct; inability to support a Board decision; or, inability to continue the necessary commitment to make a significant contribution to the effective governance of the Perley Rideau.

**************

Page 100: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 5 of 8

Appendix A to Chapter 4 of Part 2

DIRECTORS’ ANNUAL CONFLICT OF INTEREST DECLARATION I have reviewed my current activities, those reasonably known to me of my spouse, my immediate family members, employer and close business partners or associates as they may relate to the business of the Corporation (The Perley and Rideau Veterans’ Health Centre), insofar as they could be viewed to affect my objectivity and impartiality as a Director of the Corporation. I hereby certify that, to the best of my knowledge and judgment, I am not in a position of real, potential or apparent conflict of interest and undertake:

1) to inform the Chair of the Board of Directors of the Corporation (or of its Committees) in writing of any change in circumstances or any unforeseen issues that arise in the course of the transaction of the Corporation’s business that may give rise to real, potential or apparent conflict of interest on my part;

2) to refrain if required by the Board of Directors of the Corporation (or its

Committees), from participating in the discussion or determination of the issue that has given rise to my declaration of a conflict of interest; and

3) not to disclose or otherwise misuse information for the purpose of personal benefit or the benefit of my spouse, immediate family members, employer or close business partners or associates to which I may be privy as a result of my position as a Director of the Corporation.

____________________________ __________________________ Signature of Director Date (2017)

Page 101: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 6 of 8

ADJUNCT ADVISORS’ ANNUAL CONFLICT OF INTEREST DECLARATION

I have reviewed my current activities, those reasonably known to me of my spouse, my immediate family members, employer and close business partners or associates as they may relate to the business of the Corporation (The Perley and Rideau Veterans’ Health Centre), insofar as they could be viewed to affect my objectivity and impartiality as an Adjunct Advisor to a Committee of the Board of Directors.

I hereby certify that, to the best of my knowledge and judgment, I am not in a position of real, potential or apparent conflict of interest and undertake:

1) to inform the Chair of the Committee of which I am a member in writing of any change in circumstances or any unforeseen issues that arise in the course of the transaction of the Corporation’s business to which I am privy in my role as Adjunct Advisor that may give rise to real, potential or apparent conflict of interest on my part;

2) to refrain if required by the Board of Directors of the Corporation (or its Committees), from

participating in the discussion or determination of the issue that has given rise to my declaration of a conflict of interest; and

3) not to disclose or otherwise misuse information for the purpose of personal benefit or the

benefit of my spouse, immediate family members, employer or close business partners or associates to which I may be privy as a result of my position as an Adjunct Advisor to a Board Committee.

___________________________________ ____________________________ Signature of Adjunct Advisor Date (2017)

___________________________________ (Name – Please Print)

Page 102: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 7 of 8

Appendix B to Chapter 4 of Part 2

OATH OF OFFICE (DIRECTORS)

I, __________________________________, a Director of The Perley and Rideau Veterans’ Health Centre, declare that, in carrying out my duties as a Director, I will:

1. Exercise the powers of my office and fulfill my responsibilities, honestly and in good faith and in the best interests of the Corporation.

2. Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner.

3. Respect and support the Perley Rideau’s By-Laws, policies, Code of Conduct, and decisions of the Board and membership.

4. Keep confidential all information that I learn about clients, personnel, collective bargaining and any other matters specifically determined by Board motion to be matters of confidence, particularly those matters dealt with during in camera meetings of the Board.

5. Conduct myself in a spirit of collegiality and respect for the collective decisions of the Board and subordinate my personal interests to the best interests of the Corporation.

6. Immediately declare any real or apparent personal conflict of interest that may come to my attention.

7. Immediately resign my position as Director of the Corporation in the event that I, or my colleagues on the Board, have concluded that I have breached my ‘Oath of Office’.

_____________________________ _____________________________ Signature of Director Date (2017)

Page 103: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 The Board of Directors / Ch 4 Directors Duties, Obligations and Liabilities (Board Approved 06Feb2014, Revision Approved 11May2017) Page 8 of 8

OATH OF OFFICE (ADJUNCT ADVISORS)

I, ________________________________, an Adjunct Advisor to a Committee of The Perley and Rideau Veterans’ Health Centre Board of Directors, declare that, in carrying out my duties as an Advisor, I will:

1. Fulfill my responsibilities honestly and in good faith and in the best interests of the Corporation.

2. Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner.

3. Respect and support the Perley Rideau’s By-Laws, policies, Code of Conduct, and decisions of the Committee, the Board and membership.

4. Keep confidential all information that I learn about clients, personnel, collective bargaining and any other matters specifically determined by Board or Committee motion to be matters of confidence, particularly those matters dealt with during in camera meetings of the Board.

5. Conduct myself in a spirit of collegiality and respect for the collective decisions of the Board and its Committees and subordinate my personal interests to the best interests of the Corporation.

6. Immediately declare any real or apparent personal conflict of interest that may come to my attention.

7. Immediately resign my position as Adjunct Advisor in the event that I, or my colleagues on the Committee on which I serve or the Board of Directors, have concluded that I have breached my ‘Oath of Office’.

_____________________________ _____________________________ Signature of Adjunct Advisor Date (2017)

Page 104: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 1 of 10

PART 2 – THE BOARD OF DIRECTORS

Chapter 5

SELECTION, RECRUITMENT, TRAINING & DEVELOPMENT

OF DIRECTORS

This chapter provides guidance for securing, retaining and developing a competent and effective Board membership.

5.1 GENERAL

Crucial to the good governance of the Perley Rideau is having a competent, committed, and diverse group of volunteers prepared to give of their time and abilities to sit on the Board of Directors. This document sets out guidance for the recruitment, selection, training and development of Directors.

5.2 RECRUITMENT

The By-Laws of the Perley and Rideau Veterans’ Health Centre (the Corporation) provide that the property and business of the Perley Rideau shall be managed by the Board of Directors. It is imperative that the Board as a group has the qualifications, skills and diversity to govern the Corporation effectively. It is the responsibility of the Governance and Planning Committee of the Board of Directors to recruit and recommend to the Board suitable members of the Corporation as Directors of the Corporation so that the Corporation is governed by the appropriate number of Directors at all times (9-18), who together have the appropriate skills and abilities. The number of Directors is reviewed from time to time by the Board and adjusted to meet current circumstances. Recruitment by the Governance and Planning Committee can take the form most appropriate to the circumstances whether that is by personal referral from a currently serving Director or member of the senior staff, or through applications from the public via the Perley Rideau website. The Chair of the Governance and Planning Committee maintains a file of candidates who have expressed interest in becoming members and Directors of the Corporation.

Page 105: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 2 of 10

5.3 SELECTION OF DIRECTORS

As Director vacancies occur or are anticipated the Governance and Planning Committee will review the Board’s need for specific expertise, skills and diversity that will bring strength and balance to the Board. The Governance and Planning Committee will consider the expiry terms of existing Directors to ensure a progressive base of experience is always present on the Board. In selecting candidates the following selection criteria should be considered.

5.3.1 Selection Criteria

• The Board of Directors should be reasonably representative of the community it

serves. • The Board of Directors should be competent, diverse and inclusive representing a

multiplicity of skill sets, educational backgrounds, experiences, ethnicities, races, genders, and linguistic groups.

• No one profession or group should dominate the Board; rather a balance with representation from the community, retired military, and the private and public sectors should always be present.

• The Board of Directors should be populated with individuals of strong moral character, motivated to give freely of their time and energy in a dedicated and collaborative fashion.

• Individual Directors should possess the following qualifications and characteristics: o Work experience at the CEO/CFO/Executive Director level or equivalent if

from the private or non-profit sector, or if from the public sector work experience at the Executive level 1 or higher or equivalent;

o Superior verbal and written communication skills; o Familiarity with working in a Board setting; o Expressed interest in the Health Care Industry preferably Long-Term Care; o Free from Conflicts of Interest; o Understand the expectations for Directors at the Perley Rideau; o No Director may be an employee of the Corporation.

5.3.2 Selection Process

Governance and Planning Committee:

Interested candidates forward to the Chair of the Governance and Planning Committee in writing a letter indicating the reasons for their interest in becoming a Director and include their curriculum vitae and the names and particulars of their references. The Governance and Planning Committee weighs the needs of the Board with the information provided by the candidate and decides if there is potential in pursuing the candidacy. If yes, an interview is conducted by a minimum of two Directors to further assess the candidate’s suitability and motivation for service as a Director.

Page 106: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 3 of 10

The results of the interview together with the results of any reference checks if deemed necessary are brought back to the Governance and Planning Committee who decide to recommend, hold in abeyance, or not recommend the candidate for appointment or election as a Director. The candidate is informed of the Committee’s decision. Board of Directors: The Board considers the recommendation of the Governance and Planning Committee. The Chair informs the candidate of the results of the deliberations. If the Board decides to appoint the candidate as a Director (pending election as a Director to the Board at the next Annual Meeting of Members) then the Chair of the Board provides the candidate with an outline of the expectations of Directors at the Perley Rideau and the pertinent governance documents relating thereto. The Chair may also wish to offer the successful candidate the opportunity to attend a Board meeting as an “observer” to witness the Board in action prior to confirming his or her acceptance of the offer to serve as a Director. The Secretary of the Board keeps a list of all members and all Directors of the Corporation, their election dates and term expiry dates. Corporation: In accordance with the By-Laws of the Corporation, the Board may appoint a member of the Corporation to serve as a Director. The appointment of the Director to the Board is valid only until the next Annual Meeting of the Members of the Corporation. At that time the appointed Director must stand for election to the Board by the members of the Corporation.

5.4 TERMS

Directors are elected at an Annual Meeting for a term not to exceed three years. A Director may stand for election for more than one term; however, no Director may serve more than ten consecutive years with the exception of the Chair. The Chair may continue to serve for the remainder of his term, notwithstanding it may take him beyond ten years of service as a Director.

5.5 VACANCY ON THE BOARD

The Board may fill any vacant Director’s position by appointing a qualified Member to serve until the next Annual Meeting so long as a quorum of Directors remains in office. In the event of a vacancy in the position of Chair, the Board may elect a qualified Director to serve as Chair until the first meeting of the board following the next Annual Meeting.

Page 107: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 4 of 10

5.6 TRAINING AND DEVELOPMENT

The recruitment and selection policy and process outlined above will produce Directors with impressive but varied abilities, skills, and experiences. Not all new Directors will have a deep or broad understanding of Long-Term Health Care or of the functioning and governance of not for profit volunteer-based Boards of Directors or of the Perley Rideau. In addition, there is a constant need for all Directors to keep abreast of changes in the governance and provision of Long-Term Health Care. To meet these needs, to maximize the decision making capability of Directors and to minimize risk for the Corporation, Directors follow a continuous program of training and development. The purpose of what follows is to identify generic information needs for Directors and to describe means to meet them.

5.6.1 Information Needs

To carry out their responsibilities in a meaningful way Directors should have a familiarity with the fundamentals of the following:

• The delivery of Long-Term Care in Ontario, including:

o The Continuum of Care o The role of the Ministry of Health and Long-Term Care o The role of the Department of Veterans’ Affairs o The role of the Champlain Local Integrated Health Network o The role of other organizations related to the delivery of long term health care

such as Community Care Access Centres, the Alzheimer’s Society, OAHNSS and the Canadian Legion

• Corporate Governance in not-for-profit organizations • The Perley and Rideau Veterans’ Health Centre including its:

o History, Mission Statement, and Strategic Plan o Governance Framework o Management Structure and Team o Delivery of Care and Services o Financial Management o Human Resource Stewardship o Foundation o Stakeholders

5.6.2 Training Program

The Training Program for Directors at the Perley Rideau consists of a Mentoring Program, an Orientation program, and a Continuing Education program.

Page 108: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 5 of 10

5.6.2.1 Mentoring Program The Mentoring Program at the Perley Rideau consists of pairing more experienced Directors with new Directors. The Governance and Planning Committee coordinates the pairings which should have the mutual consent of both parties. Mentors are expected to:

• Attend the Orientation program with the new Director; • Attend and sit with the new Director at the new Director’s first Board Meeting; • Introduce the new Director to the other Directors and Executive Director; • Speak with the new Director after each Board meeting in the first year of the new

Director’s first term; • Remain available to the new Director to answer questions; • Ensure that the new Director has all the necessary documentation to commence his or

her new responsibilities as a Director of the Perley Rideau.

5.6.2.2 Orientation Program Board Orientation: The Board Orientation Program is the mutual responsibility of the Governance and Planning Committee and the CEO and should occur within the first six months of a new Director’s tenure. The program typically consists of two sessions, and should cover key information about the governance of the Corporation and its operation. Determining the exact content of the Orientation program is the mutual responsibility of the Governance and Planning Committee and Chief Executive Officer. It is understood that a fair degree of consistency would be contained in the Orientation program from session to session but it is equally understood that new issues can arise, knowledge of which new Directors could benefit from and would result in the addition or deletion of materials from session to session.

Committee Orientation:

It is the responsibility of each Board Committee to conduct an Orientation session for its members before commencing its work for the year. It is meant to be a brief session (half- hour) which should include a survey of the following: • The By-Laws of the Perley Rideau; • The Ethics Framework of the Perley Rideau; • The Terms of Reference for the Committee; • The Committee’s achievements for the past year and its proposed work for the next

year; • Key relationships.

Page 109: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 6 of 10

5.6.2.3 Continuing Education Program Personal Reading: Each Director is encouraged to embark upon a personal program of continuous reading on the issues facing Long-Term Health Care in Ontario and the consequent challenges facing the Perley Rideau. In support of such activity, the website of the Perley Rideau under the Board Governance menu contains a sub-menu accessible only by Directors, the CEO of the Perley Rideau or persons designated by him/her, where information relevant to the carrying out of a Director’s duties can be accessed by Directors. This website contains all information in support of Board and Committee meetings, including: • Agendas and relevant supporting documentation; and • Minutes or records of decisions. In addition, the website includes other relevant materials such as: • OANHSS Executive Reports; • Links to relevant websites such as OANHSS, The Ministry of Health and Long-Term

Care, The Minister of Veterans Affairs, The Canadian Coalition for Good Governance, etc.; and

• A data base of readings on issues relevant to a Director’s duties that Directors can refer to. Anyone who has access to this portion of the website should be able to recommend an addition to it and should be able to download from it.

Individual Directors may circulate to colleagues interesting articles, books, or websites that they come across and think would be of interest and benefit on the issue of Long-Term Health Care. Board Briefings: Prior to at least two Board monthly meetings between September and December and two Board monthly meetings between January and May, a short Continuing Education session should be conducted. In September of each year the Executive Committee selects subjects for the Continuing Education sessions and assigns as appropriate the responsibility for and timing of the sessions to one of the Board’s Committees. The selection of topics by the Executive Committee should focus on, but not be limited to, subjects that are relevant to the principal functions of the Board: fiduciary oversight; direction setting; financial oversight; resource stewardship; performance evaluation; risk management; and stakeholder relations; as well as the Information Needs of Directors identified in section 5.6.1. Board Workshops: There should be two day-long Continuing Education workshops/retreats conducted for Directors, one day in the September to December timeframe and one day in the January to May timeframe. In September of each year the Executive Committee selects the topics to be treated by the workshops/retreats focusing on subjects relevant to the principal functions of the Board or issues of concern for the Corporation. The Executive Committee assigns the responsibility for the planning, organizing and execution of the workshop to a Board Committee. The Board Committee selected produces a plan for the workshop and may seek the support of the Executive

Page 110: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 7 of 10

Director and, resources permitting, may engage external expertise to assist in the presentation of the workshop. External Continuing Education: From time to time there will be opportunities for Continuing Education that will be identified from external sources. The Executive Committee may decide to take advantage of these opportunities and ask a Director to attend. If a Director attends an External Continuing Education opportunity that Director is obliged to return to the Board with a report on what transpired and a recommendation on future attendance.

5.6.3 Evaluation

Each Orientation Session, Continuing Education Board Briefing and each Board Workshop/Retreat should include an evaluation form to be completed by attendees for review by the sponsoring Committee and by the Governance and Planning Committee. Best Practices. Each Director and the Chief Executive Officer should forward any best practice that comes to their attention to the Governance and Planning Committee and the Governance and Planning Committee should review such practices for adoption by the Board.

5.7 DIRECTOR DEVELOPMENT AND RECOGNITION

Notwithstanding the impressive education, skills and experience that individuals who come to the Perley Rideau as Directors may possess, there is not only the requirement for acquiring knowledge from training but there is also the need and benefit derived from building positive, collective, individual, and progressive experience as a Director at the Perley Rideau.

5.7.1 Director Experience Development

In the first half of March in each year the Chair of the Governance and Planning Committee will ask each Director to complete the Individual Director’s Self-Assessment. The self-assessment addresses questions to each Director about their understanding and knowledge of their work at the Perley Rideau, their participation and contribution, their global assessment of themselves as a Director, their personal satisfaction derived from being a Director, and what they feel their future is as a Director. The self-assessment is retained by each individual Director and not required to be shared with anyone. In the second half of March in each year the Chair of the Governance and Planning Committee will communicate with each Director and discuss their expectations as a Director. Typically, Directors spend the first two years assigned to a Committee on which they can best apply their education, skills and experience that formed the basis for their election to the Board. This could be followed by a further two years on a different Committee. At

Page 111: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 8 of 10

some point, a Director should consider being a candidate for Chair of one of the Board’s Committees.

5.7.2 Director Team Building Team-building activities for Directors are essential to building the knowledge base and trust in one another that Director’s should possess to make informed, inspired, and competent decisions as a Board. Team building activities can take a variety of forms but on an annual basis should include one Board social activity and one joint Board and Foundation Board social activity organized by the Executive Committee. In addition, an appropriate number of Directors should be encouraged to attend the annual Remembrance Day ceremony at the Perley Rideau. Board Committees are encouraged to have one team-building activity a year and inform the Board on that activity and its viability for the Board or other Committees.

5.7.3 Director Recognition

Director development also includes recognition for the voluntary contributions of time and effort provided by Directors. The following constitutes the Director Recognition Program for the Perley Rideau and is applied in conjunction with the volunteer recognition program of the Perley Rideau. Distinguished Service Award: This award is given by the Board of Directors to Directors who have completed their entire maximum term of appointment, have served as Chair of the Board, Chair of a Board Committee, Treasurer, or Officer of the Corporation, and executed their functions in a manner that has brought credit to the Perley Rideau and about which the reasonably informed person can say has been distinguished service. The award shall consist of a non-monetary award suitably engraved and reflective of distinguished service to the Perley Rideau. The award shall be presented at the annual Board Social event organized by the Executive Committee. Chairman’s Recognition: This award is given by the Chair of the Board on behalf of the Board of Directors to Directors who have served less than the maximum term of appointment and have executed their functions in a manner befitting a responsible Director of a not-for-profit Long-Term Care corporation. The recognition shall take the form of a suitable letter from the Chair, framed and indicating the dates of service. The recognition can occur at a time and place convenient to the parties.

5.7.4 Honorary Directors

The By-Laws of The Perley and Rideau Veterans’ Health Centre (Perley Rideau) provide for the appointment of Honorary Directors in recognition of long and special services to

Page 112: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 9 of 10

the Corporation. An Honorary Director of the Board may attend and participate in Board meetings without the power to vote. The Honorary Director designation pays tribute to Board members who have made a significant contribution to the betterment of the Perley Rideau and the community we serve. In addition, the appointment of Honorary Directors allows the Board to continue to benefit from their knowledge, personal abilities, competency, experience and corporate memory. Selection: It is the responsibility of the Governance and Planning Committee to recommend to the Board the appointment of former Directors as Honorary Directors.

Selection Criteria. Candidates will normally have completed ten years of service to the Perley Rideau and have performed the duties of Chair of the Board or at least Chair of one Standing Committee of the Board. Candidates have freely given of their time and energy in a dedicated and collaborative manner to forward the Perley Rideau vision and have indicated an interest in continuing to do so. Selection Process. Any serving Director of the Board may recommend a person to be considered an Honorary Director. The recommendation is in writing to the Chair of the Governance and Planning Committee. The Governance and Planning Committee reviews the recommendation to determine if the candidate meets the criteria for this position. If the candidate meets the criteria, the Chair of the Governance and Planning Committee advises the person of the recommendation to be appointed an Honorary Director, the expectations for this position and verify that the person is willing to accept this position if approved by the Board. The Chair of the Governance and Planning Committee requests the Chair of the Board to place the matter on a future agenda of a Board meeting. The Chair of the Board advises the candidate of the Board of Directors’ decision.

Expectations: Honorary Directors are expected to: • Continue to uphold the Corporation’s mission, vision and core values; • Observe the Code of Ethics, Code of Conduct, Conflict of Interest and

Confidentiality policies; • Attend a reasonable number of Board meetings and/or Committee meetings, and

participate in the deliberations based on their personal perspective and experience; • Be informed on issues relating to long-term care, care services for the frail and

elderly, and the Perley Rideau’s strategic directions.

Page 113: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 5 Board Development (Board Approved 06Feb2014) Page 10 of 10

Honorary Directors are encouraged to attend the Annual Meeting and are invited to attend public events conducted by or on behalf of the Perley Rideau. Honorary Directors are considered to be unofficial ambassadors for the Perley Rideau. Term: The appointment of an Honorary Director is for a three-year term, renewable for an additional year at the discretion of the Board. The Governance and Planning Committee will review Honorary Director appointments on an annual basis. This policy shall only apply to Honorary Directors appointed after 2 December 2010.

**************

Page 114: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 1 of 15

PART 2 – THE BOARD OF DIRECTORS

Chapter 6

BOARD MANAGEMENT

This chapter includes guidance for the conduct and management of Board business including Board and Committee meetings, the annual work cycle, conflict resolution and the disposition of complaints, as well as collective and individual performance

evaluation. Also defined are the procedures for maintenance of the integrity of the Board’s records.

6.1 GENERAL

As outlined in Chapter 1, the Board’s scope of responsibilities primarily falls within the following general areas: Legal Compliance, Strategic Planning and Mission, Vision and Values; Quality and Performance Monitoring; Financial Oversight; Human Resource Stewardship; Oversight of Management; Risk Identification and Oversight; Stakeholder Communication and Accountability; Self-Governance. This chapter outlines the management framework for the conduct of its responsibilities. Accreditation Canada has established a comprehensive set of standards for sustainable governance for Canadian health service providers. These standards along with elaboration on the roles of an effective board are found in Part 4 of this Volume.

6.2 PLANNING

The Board’s work starts with the effective planning essential to the common understanding of organizational directions for the various parts of the organization to work together to produce the desired results. A comprehensive framework for planning, setting priorities, management and budgeting is essential to effective and responsible organizational stewardship. The Perley Rideau’s planning framework comprises:

a) Strategic Plan. The Board of Directors, with the assistance of staff, and in

consultation with key stakeholders, establish the Corporation's overall direction through the development and approval of a Strategic Plan. This plan provides a tentative blueprint for the Corporation’s general direction and activities for the next three to five years based on a scan of internal and external factors that may bear on

Page 115: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 2 of 15

the resources and direction of the organization. It identifies the "key areas" in which the Board wants to focus the activities of the organization and general goals for each of these areas. The strategic plan takes into account the projected financial implications as well as other resource implications (including human resources, information technology and other infrastructure requirements).

b) Annual Operating Plan. Management develops annual operating plans and budgets

based on the general blueprint contained in the Strategic Plan. These become the focus of work throughout the organization over the next twelve-month period. They will contain estimates of service demand for the year as well as objectives for improvement in key areas of corporate activity. This plan will contain more specific objectives than contained in the Strategic Plan; expected results for each objective; the time period during which those results will be sought; and, criteria for measuring the achievement of those results. The annual operating plan, together with service statistics and budget forecasts are presented to the Board for review, amendment and approval.

c) Budget. Based on the development of the Annual Operating Plan, management

develops the budget for the forthcoming operating year. The budget contains revenues and expenditure forecasts related to planned programs and/or volumes of service.

d) Planning Cycle. The development and approval of the Strategic Plan takes place in

a three- to five-year cycle with progress monitored and assessed regularly against targets set in the Annual Operating Plan and Budget. Performance against interim targets is monitored each quarter of the fiscal year. The third-quarter review begins a thorough analysis of performance, and produces projections of the expected year-end results. Preliminary planning for the coming year's operating goals takes place at the end of the third quarter, and is completed late in the fourth quarter with refinements based on actual prior year results concluding in the first quarter of the next year. Service targets and forecasts of financial resources and constraints enter into the final preparation of the coming year's budget.

e) Board Work Plan and Objectives. The Board develops an annual work plan with

objectives for its own work in support of the Corporation's goals as articulated in the approved Strategic Plan and the Annual Operating Plan and Budget.

Further policy direction and guidance for planning and managing the Board’s planning work is provided at Part 4, Chapter 2, Strategic Planning and Management.

6.3 BOARD ANNUAL WORK CYCLE

The Board Work Cycle deals with the broad range of planning activities noted in section 6.2. This provides a fair amount of predictability to Board work, most of which is dealt

Page 116: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 3 of 15

with on an annual basis, although the cycle may be over many years. The kinds of Board work include: • Vision and Strategy

o Environmental assessment, formulation of vision, mission, and strategic directions (every three to five years);

o Strategic assessment (annually); o Implementation plan (annually).

• Operational Planning o Operational assumptions; o Audit and risk review; o Budget preparation and approval.

• Financial Review o Year-end report; o Recommend audited statements; o Recommend auditors.

• Performance Review o Year-end performance report; o Program review.

• Public Reporting o Annual report.

• Board Development o Board performance surveys; o Approval of new Directors; o Approval of Board work plan; o Approval of Board education and workshop plans; o Approval of communications plan; o Approval of recruitment plan.

• CEO Development & Compensation o Conduct and approval of the CEO’s annual performance review; o Setting the CEO’s targeted performance objectives.

• Other Board Activities o Annual Meeting of the Corporation.

Just as the Board’s work is largely cyclical, in consequence much of each Committee’s work tends to be annually cyclical, including: • Orientation of new members; • Developing Committee’s work plan; • Reporting on strategically significant work by the Committee (completed and

incomplete); etc.

The Perley Rideau’s fiscal year is the calendar year; however, since the Board membership and Committee composition change each year at the Annual Meeting of the Corporation, the Board itself operates on a June to June cycle.

Page 117: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 4 of 15

Work planning at the Perley Rideau is also governed by the various agreements that it has with its program and service funders, each of which has its own accounting cycles. For example, the Ministry of Health and Long-Term Care has two planning cycles, one for the Long-Term Care Service Accountability Agreement (L-SAA) based on the calendar year and one for the Multi-Sector Service Accountability Agreement (M-SAA) which covers the Assisted Living Program, the Guest House, and the Day Program, etc., and is based on an April through March cycle. Veterans Affairs Canada (VAC) follows the federal fiscal year (fortunately, VAC has adapted its cycle to the province’s LTC cycle for the veteran residents at the Perley Rideau). Coordinating all these diverse activities into a coherent work cycle for the effective governance of the Perley Rideau poses a significant work planning challenge. Thus, the Board has developed an integrated operating framework that facilitates its annual work planning cycle. This integrated approach to work planning is presented in Appendix A to this chapter.

6.4 MEETINGS 6.4.1 Meetings of the Corporation

Annual: In accordance with the By-Laws of the Corporation, the Board determines the date, time and place of the Annual Meeting of Members of the Corporation but the meeting will occur not later than the last business day in the month of June in each year and is open to the public. Notice of the meeting is provided not less than 10 days and not more than 30 days before the meeting. The Annual Meeting is conducted in accordance with the By-Laws of the Corporation following Robert’s Rules of Order. The Board approves the agenda for the Annual Meeting of Members of the Corporation that has been developed by the Chair and the Executive Committee. The agenda should include the Board’s strategic assessment and performance evaluation of the Perley Rideau, which have been developed for its approval by the Chair and the Executive Committee. The state of the Perley Rideau’s financial affairs should also be part of the agenda including the report of the auditor and the appointment of an auditor for the next year. The agenda should also include provision for the election of Directors who have been appointed by the Board but remain to be considered for election by the membership. The Chair and CEO provide the leadership and support for the proper functioning of the Annual Meeting of Members including but not limited to the taking, preparation and distribution of minutes of the Annual Meeting of Members. A quorum of voting Members of the Corporation is also required for the transaction of business of the Corporation. The By-Laws state that a quorum is ten members present in person.

Page 118: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 5 of 15

Special: Special Meetings of Members of the Corporation are to be conducted in accordance with the By-Laws of the Corporation following the same provisions identified above for Annual Meetings adjusted to the particular purpose of the Special Meeting.

6.4.2 Board Meetings

Board meetings are held and conducted in accordance with the By-Laws of the Corporation following Robert’s Rules of Order. Scheduling Board meetings, unless otherwise determined by the Board, are to be held monthly except for the months of July and August. The Chair of the Board in accordance with the role as described in Chapter 2 plans and conducts the timing of Board meetings in conjunction with the CEO and Chairs all meetings of the Board. The Chair should establish an annual list of the dates, time and place of Board meetings and provide the Board with an opportunity to comment thereon prior to implementation. Agenda Setting The role of the Chair provided in Chapter 2 allows for the Chair to set the agendas for Board meetings with input from Directors and with the assistance of the CEO to ensure that the matters selected are focused on the Board’s responsibilities. The Chair should consider tabling an agenda item at one meeting for decision at a subsequent meeting of the Board where the agenda item seeks a decision of the Board to do any of the following: a) Amend the Strategic Plan of the Perley Rideau or any of its constituent elements; b) Amend the Governance Framework of the Perley Rideau or any of its constituent

elements; c) Have a material effect on the approved budget of the Perley Rideau; d) Risk the long-term viability of the Perley Rideau; e) Enter into a Partnership with another Corporate or Public entity. Agenda setting should also take into consideration the Board’s annual continuing education plan, periodic performance reporting by management on selected topics and periodic Committee reporting by selected Committees. Agendas should include the minutes of the previous meeting, information items and Committee meeting records. Agendas and their supporting documentation are prepared in electronic format with the provision that a Director may request a hard copy of the documents be made available at the meeting itself for use by that Director. Agendas for meetings requiring a Board decision should be distributed to Directors at least one week prior to that meeting.

Page 119: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 6 of 15

Consent Agendas. The intent of consent agendas is to focus the Board meeting on the things that matter most, while ensuring that the routine is executed effectively. A consent agenda is a bundle of items that is voted on, without discussion, as a package. It differentiates between routine matters not needing explanation and more complex issues needing examination. Items commonly found on consent agendas include:

• Minutes of the previous meeting; • Confirmation of a decision that has been discussed previously; • Chief Executive Officer’s report; • Committee reports; • Informational materials; • Updated organizational documents. The Board has also decided to use the consent agenda to approve routine items which can be fully explained in a briefing note and which are not anticipated to require discussion. The consent agenda is intended to streamline decision-making. It should not be used to hide important issues or stifle difficult discussions. In this regard, it should not normally include such things as Auditors Reports, Financial Reports or Executive Committee decisions.

The following guidance applies to the effective use of consent agendas:

a) Set the meeting agenda. The Chair and CEO identify the focus of the meeting and

assign items to the consent agenda

b) Distribute materials in advance. To enable Board members to make informed decisions, all consent agenda items must be supported by documents, distributed at least five days in advance, which present the decision required and the supporting information in a clear and succinct manner.

c) Read materials in advance. Board members must read materials ahead of the

Board meeting so that they are prepared to ask questions about items on the consent agenda or to vote their approval.

d) Introduce the consent agenda at the meeting. The consent agenda should

normally be the first item on the Board meeting agenda. The Chair notes the items on the consent agenda and asks if any Board member wishes for an item to be removed.

e) Remove any requested items from and accept the consent agenda. If a Board

member has a question, wants to discuss an item, or disagrees with a recommendation, he or she should request that the item be removed from the consent agenda. Without question or argument, the Chair should remove the item from the consent agenda and add it to the meeting agenda for discussion.

Page 120: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 7 of 15

f) Approve the consent agenda. The Board votes on the consent agenda items as a

whole. A simple unanimous yes vote is needed. In so doing, the Board is approving any decisions sought or any reports being tabled.

g) Document acceptance of the consent agenda. The minutes, circulated after the

meeting, state that the consent agenda was approved unanimously and indicate which, if any, items were removed and addressed separately. All supporting materials should be saved with the agenda to demonstrate the information on which the Board based its decision.

Decision Making Decisions of the Board are made as a group at Board meetings at which a quorum (i.e. a simple majority) of the voting Board members is present. Board members who are connected to the meeting via teleconferencing are deemed to be “present” for voting purposes. Decisions will ideally be made through a consensus development process leading to a formal vote to record the decision (with the Chair voting only to resolve a tie). This process is intended to encourage full discussion and development of a decision that all or at least the largest possible majority of Directors can support, prior to a vote. Where disagreements continue to exist, dissenting Directors may request that their objections be recorded in the minutes. A favourable vote of a majority of the Directors present, regardless of abstentions, is required for approval. Directors have the right to discuss questions before the Board and make their decisions in an uninhibited atmosphere. The Governance Policy Framework of the Perley Rideau and in particular the Code of Conduct for Directors will govern Board deliberations. Directors should welcome and respect the diverse views of their colleagues, maintain confidentiality as required and offer public support for Board decisions. In fact, disagreements are aired at Board meetings prior to a decision being made but once a decision is made the Board speaks with one voice in favour of the decision taken. Minutes of all Board Meetings are to be taken. The CEO acting in his capacity as Secretary to the Corporation is responsible for providing the necessary support. The Chair is responsible for the content of the minutes that is presented to the Board for approval at the subsequent meeting of the Board. Confidentiality1 The By-Laws require that “Unless otherwise directed by a resolution of the Board, matters

1 See the Perley Rideau’s complete Disclosure of Information Policy in Volume IV.

Page 121: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 8 of 15

brought before the Board shall be treated as confidential. Members, Directors, appointees of the Board and employees of the Corporation shall respect the confidentiality of matters brought before the Board and the privacy of individuals, keeping in mind that unauthorized statements could adversely affect the interests of the Corporation”. The proceedings of the Board will be considered confidential unless otherwise decided by a resolution of the Board. Where the Board considers some aspect of the proceedings does not warrant maintaining confidentiality or where the Board sees merit in publicizing a specific discussion or presentation, the Chair will ask for a vote to move into an open session. On completion of the open session, the Board will vote to move back into closed session. Board minutes will be maintained as confidential. Minutes and their supporting material shall be accessible by Directors, persons designated by the Chair of the Board, the CEO and persons designated by him/her for the purpose of carrying out their duties. In keeping with its philosophy of transparency, the Board will publish a public record of decisions for all meetings. This “record” will be available to the public. The Board reserves the right to apply discretion and to not publish decisions relating to sensitive matters that should not be in the public forum. These should include: • Personal matters about an identifiable individual (i.e. member, Director, resident, client

or employee); • Commercial proprietary information to include acquisition or sale of land or other

assets; • Labour relations or employee negotiations; • Litigation or potential litigation; • Receiving advice that is subject to solicitor-client privilege; • Matters falling under access to information or privacy laws; • Matters of personal conflict between members of the Board; • Information unrelated to public accountability (intellectual property).

6.4.3 In Camera Meetings

Every regular Board meeting agenda should contain provision for an in camera session whereby attendance is limited to Board members and named invitees at the discretion of the Board. While in camera the Board considers and discusses confidential items listed above as well as any other matters which, the discussion thereof in front of staff or others, could be prejudicial to the interests of the Corporation or its members/clients.

Page 122: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 9 of 15

6.4.4 Board Committee Meetings

Board Committees at the Perley Rideau have an advisory function to the Board. They do not speak or act for the Board unless such authority is formally delegated, is time-limited, and is for specific purposes. They do not have any authority to direct staff although they may, through the Board, ask the CEO to allocate resources in support of Committee activities. Board Committee Meetings are held and conducted in accordance with the By-Laws of the Corporation, the Board Directives and Terms of Reference for their respective Committees and Robert’s Rules of Order. The role of Board Committee Chair should align with that of the role of Chair of the Board described above properly adjusted to the functions of a Board committee as opposed to the Board as a whole.

Committee Scheduling

The Board Committee Chair: • Plans the conduct and timing of Committee meetings in accordance with the

Committee’s Terms of Reference and where support is required for the meeting in conjunction with the CEO.

• Chairs all meetings of the Committee. • Endeavors to establish an annual list of the dates, time, and place of Committee

meetings and provide an opportunity for Committee members to comment on the schedule of meetings.

Due to the nature of Board Committees as essentially the working Committees of the Board, there is less formality to Committee meetings than to Board meetings. Consequently, occasions can arise where unpredicted and non-scheduled meetings will be required to be held. Such meetings may be held with the consent of Committee members and where support for the meeting is required, after consultation with the CEO as to the availability of the support. Committee Agendas The Board Committee Chair sets the agenda for Committee meetings with inputs from Committee members and the CEO and after consideration of the Committee Terms of Reference, assigned tasks from the Board, or the Committee’s own annual work plan. Agendas should include the written records of the previous meeting of the Committee or if minutes were taken the minutes of that meeting required for approval by the Committee. Agendas and their supporting documentation are prepared and distributed in electronic format with the provision that a Committee member may request a hard copy of the documents be made available at the meeting itself for use by the Committee member.

Page 123: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 10 of 15

Committee Decision Making Board Committees arrive at the advice and recommendations they will give to the Board on a consensus basis. There is no voting per se. A discussion process should occur that allows the diverse views of Committee members to be expressed on the issue to be considered by the Committee. Where there is consensus on the advice or recommendations to be provided to the Board that advice or those recommendations should be recorded by the Committee. If disagreements persist then consideration should be given to presenting the Committee’s advice to the Board inclusive of the dissenting point of view. Where it is decided to provide advice or recommendations to the Board then the Chair of the Committee should seek the inclusion of the item on a future agenda of the Board. Board Committees have written records or minutes taken of their proceedings to reflect the progress of work accomplished at each meeting. The Committee Chair is responsible for the content of the minutes or written record and ensures that they are approved by Committee members. The Committee Chair is also responsible to ensure that approved written records or minutes are published promptly on the Board only website so that they are available to all Board Directors and that Key Messages from Committee meetings are included in the agenda package of an upcoming Board meeting.

Confidentiality Committee meeting confidentiality and records thereof should be kept in an analogous fashion to that of matters addressed at Board meetings as described above. Accessibility would be the same as that provided for in the section on Confidentiality for Board meetings. Committee Support The CEO is responsible for providing secretarial support for all Committee meetings, unless advised to the contrary by the Committee Chair. Typically this includes the preparation and distribution of meeting agendas, and the preparation of meeting minutes. Additional support may be coordinated by the Committee Chair directly with the CEO; however, requests for major project support must be coordinated through the Board Chair.

6.5 DISPOSITION OF COMPLAINTS 6.5.1 Service Complaints

Board members do not generally have direct contact with clients. Where a client makes direct contact with a Board member for assistance in the resolution of specific service issues, the Board member shall refer the client to the CEO. A Board member may not

Page 124: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 11 of 15

interfere in the handling of a specific case by approaching individual staff members. Concerns about the management of a case should be conveyed to the CEO. The CEO may inform the concerned Board member about the action taken in the case or authorize a manager to communicate the information directly to the Board member. Staff initially respond to complaints about the nature or quality of services provided by the Perley Rideau. The client is provided with an opportunity to appeal a decision to the CEO. The client will also be provided with an opportunity to appeal a decision to the Board. The Board, in reviewing such appeals, will establish a tribunal from among its members or an independent arbitrator to hear the client and review the matter. Members of the tribunal will adhere to the Oath of Confidentiality. They may not overturn staff decisions but may make recommendations to the CEO on the matter and may recommend policy amendments to the Board.

6.5.2 Disposition of Complaints and Disputes Involving Directors

Complaints and disputes involving Directors shall be dealt with as follows: • The Executive Committee, in a meeting duly called for the purpose, reviews any

complaints that a Director has violated any provision of the Corporation's By-Laws, Governance Policies, Code of Conduct, Conflict of Interest Policy, or Oath of Office & Confidentiality Agreement.

• The Executive Committee similarly reviews disputes between members of the Board that interfere with the ability of the Board to carry on its business.

• Complaints of a grave nature may be referred to an independent arbiter.

• Allegations of illegal activity shall be immediately referred to police, or other appropriate authorities for investigation. Any Director against whom such allegations are made will be deemed to immediately be on a leave of absence from the Board pending completion of the investigation.

• The Committee’s review of such complaints or disputes will include an opportunity for the members concerned to represent their positions. Executive Committee members who originate or are the subject of such complaints or disputes must declare their conflict and absent themselves from such meetings.

• Every attempt should be made to resolve such matters expeditiously and fairly.

• The recommendations regarding resolution of such matters are brought to the Board for approval.

Page 125: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 12 of 15

• The ruling of the Board is final. Should the member refuse to abide by the ruling the

Board may table the matter pending determination of disciplinary action. Such action may include formal or informal censure by the Chair or the Board, suspension, or a request for the member’s resignation.

6.6 CONFLICT RESOLUTION

Board members are recruited to bring diverse views on issues to Board debates and decision-making. Constructive disagreements between Board members are encouraged. They can generally be managed by following proper rules of procedure and encouragement of good listening skills. However, in the heat of debate, disagreements may degenerate into serious conflict on issues or between personalities. The Board Chair is responsible for managing such conflicts. A neutral Board member or third party should be selected if the Board Chair is a party to the conflict. It is important to identify early on whether the conflict is based on the immediate issue at hand or has deeper roots based on differences in personal values and history, personalities, personal or political agendas, gender or culture. Guidance for managing both issue-based and personality-based conflicts is at Appendix B to this Chapter.

6.7 BOARD PERFORMANCE EVALUATION

Good governance requires a continuous cycle of planning, setting directions, monitoring progress, evaluating performance, and adjusting plans accordingly. As part of this cycle, the Board of Directors of the Perley Rideau annually evaluates both the Board’s collective and individual performance. The collective evaluations are intended to assess the effectiveness of the Board in the fulfillment of its principal governance responsibilities with a view to improving its Board performance. The object of the individual evaluations is not the scrutiny of any one individual but rather to assess on a non-attributable basis the performance of the Board’s Directors. In so doing, the Board is demonstrating its accountability to its stakeholders.

6.7.1 Evaluation Surveys

Three evaluations are conducted, all using surveys of Directors in the late Winter of each year with the results and an analysis brought to the Board in the Spring. None of the surveys ask for information that could identify the individual completing the survey so that individuals may provide free and frank assessments.

The primary survey is the Annual Board Performance Survey. It covers the Board’s performance and its effectiveness, and the effectiveness of the Chair. Each voting

Page 126: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 13 of 15

Director and the Chief Executive Officer are asked to rate on a scale of 1-6 each statement in the survey according to their perception of how well the Board attends to each of the factors identified in the statements. The last two statements in the survey seek comment on the most significant achievement in the past year and the most important improvement the Board could make. The survey seeks spontaneous responses based on immediate perceptions. Completed surveys are returned to the Governance Committee for compilation and analysis.

The Annual Committee Performance Survey is to be completed by all members of each Committee (including members of Committees who are not Directors) in a manner similar to the Annual Board Performance Survey. The Survey is specifically directed at the workings of each Committee, including the performance of its Chair. Completed Surveys are returned to the Governance Committee for compilation and analysis. The compilation and analysis is shared with the respective Chairs of each Committee prior to being provided to the Board. The compilation and analysis is also shared with all members of the Committee; however, out of courtesy to the Board, it is preferred that the compilation and results not be shared with non-Directors until after they have been presented to the Board. The Individual Director Self-Assessment is to be completed and retained by each Director for their own use; they are not required to share the results with anyone else unless they so desire. The purpose of the survey is to allow for introspection on the part of each Director so that they may assess their own effectiveness and continuing potential contribution to the Board. The Survey forms are Appendices C, D, and E to this Chapter.

6.7.2 Process

In general, an evaluation process as outlined below is followed each year. • Board members complete the foregoing evaluation surveys annually. • Completed surveys are compiled and analyzed by the Governance and Planning

Committee, and the results are forwarded to the Executive Committee along with any recommended follow-up action before presenting the information to the Board.

• During this time, the Chair of the Board and/or the Chair of the Governance and Planning Committee will also contact each Board member to discuss perspectives on both collective and individual performance.

• The Executive Committee will address and act upon any controversial performance issues arising during the process (including significant shortcomings in any individual Director’s performance).

Page 127: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 14 of 15

6.8 BOARD MEMBER EXPENSES

Board members are entitled to be reimbursed for expenses incurred during activities required to carry out their duties on behalf of the Corporation. a) The Treasurer is responsible for recommending to the Board appropriate rates of

reimbursement for Board member expenses consistent with common practice for not-for-profit Boards in Ottawa;

b) All Board member expenses must be documented and be authorized by the Treasurer; the Chair shall authorize the Treasurer’s expense claims and vice versa.

6.9 BOARD GOVERNANCE RECORDS

The purpose of this section is to describe the collection, retention and accessibility of Board Records of The Perley and Rideau Veterans’ Health Centre (the Perley Rideau). These records are accessible to the public except where access is denied in accordance with the law, the By-Laws of the Perley Rideau, or this policy. Documentation is made available either in print or electronically as appropriate.

6.9.1 Board Governance Records

Board Governance Records consist of those documents that make up the Governance Framework of the Perley Rideau and were originated by the Perley Rideau or its predecessors including: a) Legal agreements to which a Perley Rideau Officer is signatory; b) The contents of this Governance Guide and any amendments thereto; c) The agendas, of all Annual and Special Meetings of Members and Board Meetings.

6.9.2 Collection and Retention of Records

The CEO of the Perley Rideau acting in his or her capacity as the Secretary to The Perley and Rideau Veterans’ Health Centre Corporation is responsible for maintaining the original/historical Board Governance Records and the additional records identified in the preceding section in hard copy. The Board Governance Records are also maintained in electronic format on the Perley Rideau website.

6.9.3 Board Confidentiality

Where in accordance with the law, the By-Laws of the Perley Rideau, or the Disclosure of Information Policy2, a Record, or any portion thereof, is required to be kept

2 The Disclosure of Information Policy is found in Volume IV.

Page 128: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE/ Part 2 – The Board of Directors/ Ch 6 Board Management (Board Approved 06Feb2014, Revised 03June2015, Revised July2017) Page 15 of 15

confidential it is to be segregated and be accessible only by Directors, the CEO of the Perley Rideau, and persons designated by the CEO. This applies to both hard copy and electronic materials. .

6.9.4 Board Responsibility

The Board is responsible for ensuring that all documentation is collected, retained and made accessible in accordance with legislation and the By-Laws and policies of the Perley Rideau.

**************

Page 129: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix A Page 1 of 3

Appendix A to Chapter 6 of Part 2

INTEGRATED WORK PLANNING

Given the growing diversity of the Perley Rideau’s activities and the number of different planning and reporting cycles used by the Perley Rideau’s program and service funders, the Board has integrated these cycles into a single operating framework. The development of a standard framework that integrates the routine planning and reporting requirements for the Health Centre and for the Board minimizes the risk of inconsistencies between the differing cycles, reduces coordination requirements, and provides a more coherent approach to Board and Management functions. Conceptually, the various operating cycles influencing the integrated operating framework for the Board is depicted at Figure 1 below.

Work Planning Cycle

The point of departure for the work planning cycle for the Health Centre and the Board is the annual strategic assessment. While strategic planning focuses on the next year, strategic reviews are conducted annually to assess progress on implementing the previous year’s plan. So at any one time, the Board must consider three years: the past year, the current year and the next year. The process of review and reporting occurs during the first part of the year with the goal of achieving approval of the strategic assessment by June.

Page 130: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix A Page 2 of 3

Management then commences the planning for the next year. This includes updating the 5-Year Management Implementation Plan and developing the detailed operating plan for the next year – which facilitates starting the budgeting process. Management prepares a financial plan for the entire set of programs on an annual basis and presents it to the Board in January. At year-end, the annual external audit of financial statements is conducted, providing a focal point for financial accountability and disclosure. At the same time, the Board and Committee Chairs prepare their Work Plans for the Board and Committees, the Board Education and Workshop Plan and the Board Communications Plan. These are tabled for Board approval at the Board’s September meeting. Figure 2 (on the following page) builds upon the integrated operating framework and depicts a typical work planning cycle in some detail.

Page 131: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix A Page 3 of 3

Page 132: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix B Page 1 of 2

Appendix B to Chapter 6 of Part 2

GUIDANCE FOR MANAGING CONFLICT

Managing Issues-Based Conflict The following techniques are adopted to assist in managing issue-based conflicts:

a) Acknowledge the value and importance of divergent views in informing decision-making. b) Practice and encourage good listening skills, understanding and respect. Clarify the

ground rules for effective communication: confidentiality of discussions, allowing others to have their say, listening to understand, group ownership of problems and solutions, focus on issues rather than personalities or personal attacks.

c) Assist the parties in defining the issue. Seek agreement between them on a clear definition of the issue. Name the problem!

d) Seek agreement on the objectives, outcomes or decisions sought by placing this item on the Board agenda.

e) Assist the disputants to identify and expand points of agreement. f) Assist them in identifying why this issue is important to them rather than encouraging

more debate on who has the best solution/idea. g) Ask each to ‘step into the other’s shoes’ and ‘role play’ the debate from the other’s

perspective. h) Paraphrase or summarize the discussions repeatedly until they’ve reached consensus on

points of agreement and disagreement. i) Encourage both parties and other Board members to suggest new insights or

compromises. Seek agreement on a compromise. j) Re-state the favoured solution. Check with both parties to see if it is acceptable and will

allow them to resolve the matter. k) Table the item to be dealt with after a ‘cooling off’ period either later in the meeting, at a

future meeting of the Board or privately with the parties outside a Board meeting.

Managing Personality-Based Conflict The following techniques are adopted to assist in managing conflicts based on personality, personal or political agendas, or other more deeply rooted factors too time-consuming and disruptive to deal with during Board meetings:

a) Do not waste valuable Board time and energy in attempting to resolve such conflicts at the Board table.

b) Meet with the parties individually outside the Board meeting to express concern about the negative effect of their conflict on Board deliberations, attempt to define the issues and seek a resolution of the conflict.

Page 133: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix B Page 2 of 2

c) Meet with the parties together to determine whether an accord can be reached between

them that will allow the Board to function effectively with their continued membership. Seek to mediate their conflicts.

d) In the event that such an accord cannot be reached then suggest that either or both parties consider resigning their positions as Directors of the Corporation.

e) Recommend disciplinary action to the Board in the event that resignations are not forthcoming.

****************

Page 134: TABLE OF CONTENTS - Perley Rideau

Appendix C to Chapter 6 of Part 2

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix C Page 1 of 4 (Board Approved Jan. 2017; Rev. Jan. 2019)

PERLEY RIDEAU ANNUAL BOARD PERFORMANCE SURVEY

The Perley Rideau Annual Board Effectiveness Survey is intended to be completed by all Board members and the CEO. Please rate each statement according to your perception of how well the Board attends to each of these factors.

Please select one score for each question. If a score of “3” or below is chosen, your comments would be appreciated.

U 1 2 3 4 5 6 1

The documents of the Board’s governance framework are clear, appropriate and continue to be relevant.

Comments: 2

Board members receive adequate orientation, training and development to prepare them to fulfill their obligations as Directors.

3

Board members have the collective competence and experience to discharge the Board’s governance obligations and implement its strategic goals.

4

Board members have sufficient overall knowledge of the Perley Rideau’s operations and quality of care, human resources, physical assets, financial risk and legal issues to fulfill their obligations.

5

The processes for the selection of Board members, assignment of Committee members and appointment of corporate officers are working well.

6 The Board’s current Committee structure is appropriate.

7

Each of the following Committees is supporting the Board’s work as it should:

a. Executive Committee b. Audit and Risk Management Committee c. Quality of Life and Safety Committee d. Governance and Planning Committee e. Stakeholder and Community Relations Committee f. Seniors’ Village Expansion Committee

U – Unable to assess / don’t know 1 – Strongly disagree 4 – Somewhat agree 2 – Disagree 5 – Agree 3 – Somewhat Disagree 6 – Strongly agree

Page 135: TABLE OF CONTENTS - Perley Rideau

Appendix C to Chapter 6 of Part 2

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix C Page 2 of 4 (Board Approved Jan. 2017; Rev. Jan. 2019)

U 1 2 3 4 5 6

8

The relevance and quality of presentations to the Board are appropriate.

Comments: 9

The frequency and scheduling of Board meetings are sufficient to carry out the Board’s functions and responsibilities, meet its strategic goals, and to provide good governance.

10

Board members receive in a timely manner an appropriate agenda for meetings of the Board and sufficient information to review, understand and assess the issues for discussion, and to identify potential areas for concern.

11

The Board follows and agreed plan for the year’s work.

12

Board meetings are collegial, constructive and effective and permit meaningful participation, discussion and open communications, and follow sound processes for decision-making.

13

The Chair helps the Board to work well together and models behaviour that encourages respect and trust among members.

14

The Chair ensures that Board members have sufficient opportunities and time separate from management for independent discussion.

15

The Chair is well prepared for Board meetings and understands the issues.

16

The Chair is effective in delegating responsibilities among Board/Committee members.

17

The Board Chair provides Board members with timely, accurate, concise minutes and records of decision.

18

The Chair follows through on actions and honours commitments to the Board.

19

The Board and its Chair differentiate appropriately between the role of the Board and that of management.

Page 136: TABLE OF CONTENTS - Perley Rideau

Appendix C to Chapter 6 of Part 2

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix C Page 3 of 4 (Board Approved Jan. 2017; Rev. Jan. 2019)

U 1 2 3 4 5 6 20

The Board and its Chair enjoy a productive working relationship with management and the Chief Executive Officer.

21

The Board and its Chair communicate with the Chief Executive Officer in an open manner.

22

The Board and its Chair employ an efficient system for setting goals for the Chief Executive Officer, for evaluating his/her performance and for determining his/her remuneration.

23

The Board is fulfilling an effective role in financial oversight, in ensuring that the Perley Rideau has adequate financial resources for operational and capital requirements, and in ensuring the integrity of financial reporting.

24 The Board is fulfilling an effective role in risk management.

25

The Board is fulfilling an effective role in promoting and maintaining effective relations with funders, volunteers, collateral health care organizations and professionals, and the community.

26

The Board is fulfilling an effective role in performance evaluation of its members and that of its Committees and their respective Chairs.

27

Overall, the Board is fulfilling its mandate and responsibilities in setting strategic direction, priorities, policies and corporate objectives for the governance and administration of the Perley Rideau, and is providing oversight of outcomes.

28

I am confident that the Board would effectively manage any organizational crisis that could reasonably be anticipated.

29 How would you rate the overall performance of the Chair?

30

In my view, the Board’s most significant achievement in the past year was:

Page 137: TABLE OF CONTENTS - Perley Rideau

Appendix C to Chapter 6 of Part 2

VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix C Page 4 of 4 (Board Approved Jan. 2017; Rev. Jan. 2019)

31

In my view, the most important improvement the Board could make for more effective governance would be to:

32 Please share any additional comments here:

Page 138: TABLE OF CONTENTS - Perley Rideau

Appendix D to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix D Page 1 of 3

PERLEY RIDEAU ANNUAL COMMITTEE PERFORMANCE SURVEY

The Annual Committee Effectiveness Survey is intended to be completed by all Committee members. Please rate each statement according to your perception of how well the Committee attends to each of these factors.

Please select one score for each question. If a score of “3” or below is chosen, your comments would be appreciated. U 1 2 3 4 5 6 1

The mandate of the Committee is clear, appropriate and relevant, and is explained to Committee members.

Comments: 2

The Committee members have the collective skill and experience to fulfill the Committee’s mandate.

3

The relevance and quality of the presentations made to the Committee are appropriate.

4

The frequency and scheduling of Committee meetings are sufficient to carry out the Committee’s functions and responsibilities.

5

The Committee receives in a timely manner an appropriate agenda and sufficient information for Committee members to review, understand, and assess the issues for discussion.

6

The Committee follows an agreed plan for the year’s work.

7

Committee meetings are scheduled with sufficient time to cover all agenda items and permit full participation, discussion and open communications.

U – Unable to assess / don’t know 1 – Strongly disagree 4 – Somewhat agree 2 – Disagree 5 – Agree 3 – Somewhat Disagree 6 – Strongly agree

Name of Committee:

Page 139: TABLE OF CONTENTS - Perley Rideau

Appendix D to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix D Page 2 of 3

U 1 2 3 4 5 6 8

The Committee Chair is well prepared for Committee meetings and understands the issues.

Comments: 9

The Committee Chair differentiates appropriately between the role of the Committee and that of management.

10

The Committee and its Chair enjoy a good working relationship with management and with the Chief Executive Officer.

11

The Committee Chair provides the Committee with timely, accurate, concise minutes and records of decisions.

12

The Committee Chair follows through on actions and honours commitments to the Committee.

13

The Committee Chair is effective in delegating responsibility among Committee members.

14

Committee work culminates in appropriate recommendations to the Board.

15

The Committee Chair is an effective representative of the Committee at Board meetings.

16

Overall, the Committee is effectively fulfilling its mandate.

17

How would you rate the overall performance of the Chair?

18 The Committee’s principal success in the past year was:

19 The Committee’s major shortcoming in the past year was:

Page 140: TABLE OF CONTENTS - Perley Rideau

Appendix D to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix D Page 3 of 3

20 Additional Comments are welcome

Page 141: TABLE OF CONTENTS - Perley Rideau

Appendix E to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix E Page 1 of 3

Perley and Rideau Veterans’ Health Centre

Individual Director Self-Assessment1

Preamble As part of the Perley Rideau’s performance management process for continuous evaluation, Directors are requested to assess their own contribution to the effective governance of the Health Centre. The following questionnaire is provided to assist Directors in objectively assessing their personal performance at least annually. Directors are not required to record or submit their assessments in any form. However, this form will provide the basis of the annual interview with the Governance Chair. Knowledge and Understanding How well am I equipped to serve as a Board Member?

1. I have a good understanding of the Perley Rideau’s mission, vision and values.

2. I have a good understanding of the Perley Rideau’s Bylaws, policies and programs as they pertain to me as a Board Member.

3. I have a good understanding of my role and duties as a Board Member.

4. I have a good understanding of the major issues impacting on long term care and

care for the elderly in Ontario.

5. I have a good sense of the Perley Rideau’s financial situation and understand the budget and financial statements.

6. I seek clarification when necessary to enhance my understanding of the issues

before the Board.

7. I understand and respect the distinctions between the governance role of the Board and the roles of management and staff.

Participation and Contribution

To what extent am I contributing to the effective governance of the Perley Rideau?

1. I have regularly attended meetings of the Board and assigned committees.

1 This checklist has been adapted from “Governing for Results – A Director’s Guide to Good Governance” by Mel D. Gill

Page 142: TABLE OF CONTENTS - Perley Rideau

Appendix E to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix E Page 2 of 3

2. I am well prepared for meetings (i.e. I have reviewed and considered agenda

material).

3. I contribute to Board and Committee discussions to the best of my ability.

4. I provide advice to the Board based on my best judgment.

5. I base my judgments on the best available information and evidence, and on what I believe to be the best overall interests of the Perley Rideau.

6. I practice active listening and work to really understand all points of view.

7. I voice any disagreement I might have with Board decisions or direction in a

constructive manner within the Board as decisions are being made.

8. I consistently respect and support Board decisions.

9. I work hard at developing and maintaining a spirit of collegiality and positive interpersonal relationships within the Board and with senior management.

10. I carry out assigned tasks in a timely and efficient manner.

11. I attend and/or assist in organizing special events on behalf of the Board, consistent

with the expectations for Board Members.

12. I represent the Board and the Perley Rideau positively to the community.

13. I contribute my time, skills and experience, consistent with expectations for Board Members and my personal capacity.

Global Assessment How well am I doing as a Board member?

1. How much time did I actually spend on Board-related matters over the past year? 2. What have been my particular contributions during my present term? Have my

efforts made a difference? Are my contributions having a positive effect on the governance of the Perley Rideau? Have I had an impact on “mission accomplishment”?

3. What are my most pronounced strengths as a member of the Board?

4. What are my most glaring weaknesses?

5. How does my performance objectively compare to that of other members? Would I

rate my performance and contributions in the lower third, middle third or upper third?

Page 143: TABLE OF CONTENTS - Perley Rideau

Appendix E to Chapter 6 of Part 2

(Board Approved January 2017) VOL III – GOVERNANCE / Part 2 – The Board of Directors / Ch 6 / Appendix E Page 3 of 3

6. Which Board Members do I respect the most? What is it about their performance and contributions that I most admire?

Satisfaction To what extent am I satisfied as a Board Member?

1. I find a good balance between my time and effort on behalf of the Perley Rideau and

the personal satisfaction I feel from serving on the Board. 2. I have found serving on the Board to be personally rewarding and fulfilling.

3. I am satisfied with my contribution to the Perley Rideau.

4. What are the most important benefits I derive from being a member of this Board?

5. I remain committed and dedicated to the mission of the Perley Rideau.

6. I believe I am living up to the expectations that other board members have of me.

Future

1. Do I have the time, energy, and commitment to continue to be a productive Member of the Board?

2. In what areas would I like to improve to become a better Member of the Board? What if any training or exposure may be required?

3. On which committee(s) would I like to serve during the next year?

4. Would I be prepared to Chair a committee?

5. Are there any reasons why I should consider resigning from the Board?

6. Do I wish to seek re-election for another term at the Annual Meeting of the

Corporation?

---

Page 144: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / OVERVIEW (Board Approved 06Feb2014; Revised 06Sept2017) Page 1 of 1

VOLUMEIII‐GOVERNANCE

PART 3 – EXECUTIVE AUTHORITY

OVERVIEW This Part focuses on issues of executive authority; i.e. how the Chief Executive Officer (CEO or Executive Director) is expected to discharge the direction set by the Board of Directors. Chapter 1 provides guidance for the Board’s management of the CEO’s performance. More specifically, the Chapter addresses in some detail such issues as:

The CEO’s position description; Recruitment and appointment of a CEO; The CEO’s employment contract; Managing the relationship between the CEO and the Board; Core and targeted accountabilities; Procedures for management of the CEO’s performance; Compensation; Succession; and Termination.

Chapter 2 provides the Terms of Reference for Perley Rideau’s executive officers (Non-Board Officers), i.e. the Chief Operating Officer (COO), the Chief Financial Officer (CFO), and the Medical Director, who are appointed by the CEO to carry out executive management functions delegated to them by the CEO.

**************

Page 145: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 1 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

PART 3 – EXECUTIVE AUTHORITY

Chapter 1

CHIEF EXECUTIVE OFFICER

1.1 GENERAL

The Chief Executive Officer (CEO) of the Corporation is responsible to the Board of Directors of the Corporation for the administration of the Perley and Rideau Veterans’ Health Centre and all its programs pursuant to the Long-Term Care Homes Act and other pertinent legislation and regulations. As the administrator of the Perley Rideau, the CEO is responsible for the overall management of the Health Centre, planning, organizing, coordinating and managing its day-to-day operations in accordance with Provincial guidelines, the Corporation’s By-Laws, the Board's governance framework, policies and directions, and within the general parameters of the approved annual operating plan and budget. The CEO is accountable to the Board for all organizational performance. As the day-to-day leader of the Perley Rideau, the CEO serves as its primary public representative. The CEO works in partnership with the Board to ensure that the Perley Rideau is fulfilling its mission and to create strategies that will ensure its future success. All Board authority delegated to staff is delegated through the CEO, so that the authority and accountability of staff derives from the authority and accountability of the CEO. The Board of Directors as a group, rather than individual Directors, officers or Committees, is responsible for providing direction to the CEO within the context of Board policies. Accreditation Canada has established standards to guide health service providers in Canada with respect to the recruitment, selection and evaluation of the CEO and to improve the relationship between the Board and senior management. These are reproduced at Appendix A to this Chapter. The Board is responsible for ensuring that these standards are met.

1.2 CEO’S RESPONSIBILITIES

Page 146: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 2 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

The CEO has two broad roles: delivery of the mandate given by the Board and the efficient and effective use of all resources (financial, human, infrastructure, reputation, etc.). The CEO is employed by the Board of Directors and is therefore responsible to the Board as a whole rather than to individual members of the Board. The CEO is required to implement policies as determined by the Board, consistent with the requirements of any relevant legislation or regulations. In the exercise of these responsibilities, the CEO provides: Leadership: The CEO is the Perley Rideau’s strategic leader. As such, his main

effort is in inspiring commitment to the Health Centre’s vision and the fulfillment of the Perley Rideau’s strategic objectives.

Setting Strategy and Vision: The CEO will help develop the corporate vision,

define organizational goals, formulate strategies and objectives, and align the Perley Rideau’s resources to fulfill that vision.

Executive Management: The CEO will develop and implement organizational

structures, systems, policies and processes to meet the Perley Rideau’s operational needs in providing excellent service, quality of care, quality of life and safety to its residents in an efficient manner.

Stakeholder Relations: The CEO will cultivate and communicate with a broad

network of internal and external stakeholders with the aim of advancing the Perley Rideau’s reputation, goals and public interests.

Board Support: The CEO will ensure that the Board of Directors receives the

necessary advice, information and administrative support for the fulfillment of its functions.

The CEO’s Position Description is at Appendix B to this Chapter.

1.3 RECRUITMENT AND APPOINTMENT OF THE CEO

Recruitment, selection and appointment of the CEO are, along with performance monitoring, among the most important responsibilities of the Board. Appointment of a CEO should, ideally, be made with the confidence of the full Board or at least by strong consensus. The Board may create an ad hoc search committee to lead in the selection and hiring of the CEO. To this end the committee should: Review the CEO’s job description, employment contract, core accountabilities,

compensation and benefits, etc.;

Page 147: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 3 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

Review the Perley Rideau’s strategic objectives and assumed operating environment for the next decade in order to determine what skills and experience the Perley Rideau will need;

Determine selection criteria based on these two reviews; Consider retaining the services of a professional recruiter to assist in identifying

candidates; Evaluate all candidates against agreed selection criteria, confirming each candidate’s

education, background and work experience, as well as their personal suitability for the mission and culture of the Perley Rideau;

Recommend a short list of candidates to the Board for final selection; Communicate the results to the candidates; and Recommend an appropriate orientation and training program to the Board for its new

employee. Following acceptance of the Perley Rideau’s letter of offer by the successful candidate, the Chair of the Board should communicate the decision throughout the Perley Rideau and to its stakeholders.

1.4 EMPLOYMENT CONTRACT

The Board negotiates and prepares the employment contract of the CEO. This contract should include the terms and conditions for:

Employment duties, authority and review; Compensation and benefits, including insurance and indemnity; Term and renewal; Termination of the agreement; Termination and discipline; and CEO’s covenants with the Perley Rideau.

The Board should review the CEO’s employment contract annually (normally in conjunction with the preparation of his/her annual performance review).

1.5 MANAGING AND SUPPORTING THE CEO

The CEO is the only staff member who reports directly to the Board. Maintenance of an effective working relationship between the Board and the CEO is vital to the effective governance of the Perley Rideau for the fulfillment of its mission, vision and strategic objectives. The Board is responsible for mentoring and development of the CEO, managing his/her performance including annual performance reviews against agreed-upon criteria. The Chair of the Board should be in contact with the CEO between Board meetings as required to manage this relationship. Some key aspects of this relationship include:

Page 148: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 4 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

Role Clarity. The distribution of responsibilities between management and the

Board of Directors must be clearly delineated, annually reviewed, updated (if necessary), and followed.

Established Performance Measures. The Board should ensure that both the qualitative elements (behaviours and core competencies) and quantitative measures (objectives and deliverables) that are expected of the CEO are clear.

Annual Performance Review. The CEO’s performance should be evaluated annually by the Board in accordance with the guidance herein.

CEO Development. Based on areas identified for improvement in the annual performance review and/or based upon evolving circumstance in the organization or the environment, the Board should take the lead in developing an appropriate program of development for the CEO.

In Camera Discussions. Every regular meeting of the Board should include an in camera session to provide all Directors an opportunity to informally share opinions on the CEO’s performance and to identify areas in which further coaching and development may be helpful.

1.6 CEO'S PERFORMANCE EVALUATION

The CEO’s job contributions can be expressed as performance with respect to the following components:

CEO's Position Description and Employment Contract; Annual performance objectives negotiated with the Board through its Executive

Committee; Organizational achievement of operating plan and corporate objectives; Organizational operation within the boundaries established in Board direction; Quality of relationships with senior staff, the Board, and with major stakeholders.

The essence of the performance evaluation should be results-focused rather than subjective or personality-oriented. Procedure At the beginning of each fiscal year, the CEO, in partnership with the Chair, develops draft objectives for that year and discusses these with the Executive Committee which presents them to the Board for approval. At the end of the fiscal year, the CEO should: Complete a written self-evaluation of progress on meeting objectives so approved by

the Board; Complete a report on overall corporate performance for the preceding year;

Page 149: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 5 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

Solicit feedback on his/her performance from those staff reporting directly to the CEO and synthesize the highlights of this feedback in a report.

These reports will be provided to the Executive Committee to assist in the assessment of the CEO’s performance and the appropriateness of the proposed objectives for the coming year. The essential elements of this material, along with Board members' observations of the CEO's interactions with key stakeholders throughout the year form the basis of the evaluation. The Chair should then obtain input from the officers of the Board, Committee Chairs and other Board members and prepare a written evaluation of the CEO’s performance. The Chair will provide the performance review to the Board at its last meeting in the fiscal year or immediately thereafter. The Board meets in camera without the CEO for the specific purpose of reviewing the performance evaluation. The Chair brings the results of this performance appraisal, including specific areas of outstanding performance and any deficiencies in the performance of the CEO, to his/her attention in writing. The Chair then meets with the CEO alone or, at the request of either, along with the Officers of the Board, Executive Committee or full Board, to discuss the evaluation. The CEO is provided with a reasonable opportunity to redress any deficiencies in performance. Ideally, as issues arise and at least once midway between formal appraisals, the Chair provides the CEO with more informal feedback on his/her performance. Appendix C to this Chapter provides guidance for the Board’s performance management for the CEO.

1.7 CEO’S COMPENSATION

In addition to approving the compensation philosophy for the entire Perley Rideau, the Board is specifically responsible for setting the compensation of the CEO. In this the Board may consider:

Consistency with the overall compensation philosophy of the Perley Rideau. (See

Chapter 5, Human Resources Stewardship, section 5.3, for further guidance on compensation philosophy.)

Benchmarking to compare the CEO’s compensation with corporate leaders in the health field with similar responsibilities, as well as how it relates to other managers within the Perley Rideau. In the past, the Board has retained the services of a consultant to review the sector and indicate in which quartile the Perley Rideau’s CEO’s compensation sits. From this, the Board can set its guidelines for the annual compensation review with the CEO.

Page 150: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 6 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

Performance Pay. The Board may wish to consider linking achievement of specific goals and objectives to the CEO’s compensation. If so, professional counsel may be advisable, given the need to balance fulfillment of both long-term objectives as well as short-term goals.

Talent Retention. One of the principal objectives of the CEO’s compensation after recruitment is to nurture retention of the incumbent’s talent and experience in leading the Perley Rideau towards its strategic objectives. Thus, the compensation package may include both financial benefits as well as non-monetary benefits such as flexibility on hours of work and leave, professional development, etc.

Disclosure. Ontario’s Public Sector Salary Disclosure Act, 1996 requires publicly funded organizations such as Perley Rideau to disclose all salaries above $100K. Given public interest in executive compensation, the Board may wish to communicate a description of the Board’s compensation philosophy and the considerations in determining the CEO’s compensation. Such a clear statement will demonstrate to stakeholders the Board’s principled stewardship of both human and financial resources.

1.8 SUCCESSION PLANNING AND SENIOR MANAGEMENT APPOINTMENTS

The CEO, in order to maintain proper lines of authority and accountability, has full authority to recruit, evaluate and dismiss all staff, including the most senior managers. However, the Board has a particular interest in the appointment of a Chief Operating Officer, given the potential for the incumbent of such a position to succeed to the more senior position. Similarly, the Board may have a particular interest in the appointment of the Chief Financial Officer and the Medical Director, given the importance of the positions and the considerable interaction that may be necessary between the incumbents of these positions and the Board. Prior to an appointment to such positions designated by the Board to be of special interest, the CEO should brief the Board on the job criteria established for the position, the recruitment process, a synopsis of candidates considered, and a résumé of the candidate to be appointed. Board members may offer comments but the decision to appoint (or not) a particular candidate is at the sole discretion of the CEO. Similarly, decisions with respect to compensation, discipline and termination of employment for incumbents in these positions are the sole purview of the CEO.

1.8.1 Succession Planning for the CEO

The Board of Directors should ensure that a robust succession planning process has been thought through, and that the Board is prepared to cope with either a planned or an unplanned vacancy in the CEO and other senior management roles. To this end the Board should maintain a continuing watch for the potential of current senior managers to be ready to assume the CEO’s responsibilities – either on an interim basis in the event of an unplanned departure or incapacitation of the incumbent, or to succeed the incumbent on an indeterminate basis. In addition, Board members should

Page 151: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 7 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

maintain a continuing watch for potential external candidates through their professional contacts and stakeholder networking. In addition, the Board should oversee the development of Perley Rideau’s succession plan for senior management roles. Planned Succession. During annual performance reviews with the CEO, it is important to ascertain his/her personal expectations regarding continued tenure at the Perley Rideau. The CEO may share thoughts on the best approach to succession in the organization. The Board should be well prepared to deal with the departure, drawing upon its list of already identified (internal and external) potential candidates. Once the CEO announces his/her planned departure, the process by which the successor will be sought and the transfer of leadership handled should be agreed upon in advance in order for the process to transpire smoothly. Unplanned Succession. In the event of sudden and unexpected departure or incapacitation of the CEO, the Board must immediately appoint an acting CEO on an interim basis. The CEO’s terms of reference may require modification and alternate lines of responsibility established for particular functions and tasks. In the absence of a good list of potential candidates to succeed the departed CEO, the Board may choose to retain a professional recruiter.

1.8.2 Termination of the CEO

There are two types of situations potentially warranting consideration of termination of the CEO’s employment: A sudden crisis in leadership wherein a serious situation has arisen due to actions

taken by the CEO which may be illegal or otherwise damaging to the Perley Rideau and its reputation.

An ongoing pattern of performance shortcomings in leadership, calling into question the ability of the CEO to live up to agreed-upon performance expectations or failure to adapt to the Perley Rideau’s organizational culture.

In either situation, the Board must act decisively, yet find the right balance between a prolonged “wait and see” approach and initiating unsubstantiated or precipitate action. In handling a sudden crisis in leadership, the Board must conduct a thorough investigation of the facts, discounting hearsay and anecdotal evidence. Since such investigations are time-consuming, potentially requiring witness interviews, document analysis, police work, etc., the Board may consider temporary suspension of the incumbent and the appointment of an acting CEO. In the second situation, when it is evident that the incumbent is struggling with job requirements, the Board should take immediate steps to support and mentor the CEO.

Page 152: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer Page 8 of 8 (Board Approved 06Feb2014; Revised 06Sept2017)

A Board decision to terminate the CEO would be extremely difficult to make and would have lasting repercussions throughout the organization. In deliberating possible termination of the CEO, the Board must consider (inter alia):

Legal obligations as the employer and the implications of removal in terms of

severance, retirement and other benefits, as well as potential legal liability; CEO succession as discussed above, the Board must be prepared to undertake the

process and steward the organization through the transition; and Impact on the organization and its stakeholders including the Perley Rideau’s staff

and volunteers, as well as other stakeholders such as funders, donors, and the public. A special communication plan will be required for both internal and external stakeholders.

**************

Page 153: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer (Updated to 2017 Standards: Amendment approved by the Board May 11, 2017) Page 9 of 16

Appendix A to Chapter 1 of Part 3

ACCREDITATION CANADA STANDARDS FOR

RECRUITMENT, SELECTION AND EVALUATION OF THE CEO1 SUPPORTING THE ORGANIZATION TO ACHIEVE ITS MANDATE 7.0  The governing body recruits, selects, supports, and evaluates the CEO and ensures an 

organization talent management plan is in place.  

7.1  The governing body oversees the recruitment and selection of the CEO.  7.2  The governing body follows a policy on CEO compensation.  7.3  The governing body develops and updates the position profile for the CEO.  7.4  In partnership with the CEO, the governing body sets performance objectives for 

the CEO and reviews them annually.  7.5  The governing body supports and commits resources to the ongoing professional 

development of the CEO.  7.6  The governing body has a mechanism to receive updates or reports from the 

CEO.  7.7  The governing body, with the input of the organization’s leaders, evaluates the 

CEO’s performance and achievements annually.  7.8  The governing body has a succession plan for the CEO.  7.9  The governing body oversees the development of the organization’s talent 

management plan. 

1 Extracted from Accreditation Canada Standards 2017 

Page 154: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 Chief Executive Officer (Updated to 2017 Standards: Amendment approved by the Board May 11, 2017) Page 10 of 16

(This page has intentionally been left blank.)

Page 155: TABLE OF CONTENTS - Perley Rideau

Appendix B to Chapter 1 of Part 3

Page 156: TABLE OF CONTENTS - Perley Rideau
Page 157: TABLE OF CONTENTS - Perley Rideau
Page 158: TABLE OF CONTENTS - Perley Rideau
Page 159: TABLE OF CONTENTS - Perley Rideau
Page 160: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 1 of 22

Appendix C to Chapter 1 of Part 3

PERFORMANCE MANAGEMENT FOR THE CEO

Adopted by the Board January 2010

Table of Contents

Section 1: Overview General Objectives Principles Fundamental Elements Performance Management Cycle

Section 2: Performance Planning Setting Objectives Annual Performance Agreement

Section 3: Performance Evaluation Evaluation Principles Rating Guide Core Accountabilities Targeted Objectives Performance Ratings Global Rating

Section 4: Performance Review Coaching and Feedback Interim Reviews Annual Performance Review Unsatisfactory Performance

Section 5: Compensation Guiding Principles Structure for Reward Elements Eligibility

Section 6: Administration

Page 161: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 2 of 22

Section 1

OVERVIEW

General

The Perley and Rideau Veterans’ Health Centre (Perley Rideau) is incorporated under the laws of Ontario and operates primarily as a Long Term Care facility. Its mission is to provide excellent long-term and dementia care for its veteran and community residents and to provide a range of health care services to help seniors stay in their homes longer. The Perley Rideau is primarily the home of its residents and is to be operated so that it is a place where they may live with dignity and security, safety and comfort, and have their physical, psychological, social, and spiritual and cultural needs adequately met.

To fulfill the mission of the Perley and Rideau Veterans’ Health Centre, the Board of Directors employs a competent, full time Chief Executive Officer (CEO), (sometimes referred to as the Executive Director). The CEO manages the day-to-day affairs of the Perley Rideau, putting into practice the organizational culture, values, operating principles and parameters set out by the Board of Directors.

To assist the incumbent in achieving and maintaining the best performance of which he/she is capable, the Perley Rideau follows a defined process for the management of the CEO’s performance.

Objectives

The objectives of performance management for the CEO are:

to encourage excellent performance by setting clear objectives that are linked to leadership competencies and corporate plans and by evaluating the CEO’s performance in light of those objectives;

to recognize and reward strong performance and identify under-performance; and,

to provide a rational basis for determining competitive compensation.

Principles The performance management process followed by the Perley Rideau for the CEO is based on the following principles:

Page 162: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 3 of 22

Performance management is a shared responsibility involving the Chair of the Board of Directors, the Executive Committee, the Board and the CEO.

It fosters open, two-way communications between the Board and the CEO.

It is relatively straightforward to understand and administer.

Evaluation is against as objective criteria as practicable, which support the Perley Rideau’s strategic directions, corporate objectives and priorities.

There should be no surprises.

Fundamental Elements The fundamental elements of the process for the management of the CEO’s performance comprise the following:

An up-to-date Position Description defining the CEO’s principal roles and core accountabilities.

An up-to-date Employment Agreement defining the terms of the CEO’s

employment. This is a formal contract between the Perley and Rideau Veterans’ Health Centre and the CEO.

An Annual Performance Agreement (APA) between the Board of Directors

and the CEO. The APA is a mutual understanding between the CEO and the Board of Directors as to what is expected for the upcoming performance cycle. The APA is comprised of both ongoing core accountabilities and targeted objectives with performance measures or indicators of success defined for each.

A formal Performance Management Process comprising performance

planning, coaching, evaluation and review.

A Compensation Plan. An effecive CEO Compensation Plan is integral to the success of the performance management system. The Compensation Plan includes provision for both advancement within the defined range for base salary as well as provision for a reward element for superior performance.

Page 163: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 4 of 22

Performance Management Cycle

The performance management process used by the Perley Rideau follows an annual cycle including the following activities:

Performance Planning:

o Defining and agreeing on the CEO’s Core Accountabilities, including defining how each accountability is to be demonstrated;

o Updating the CEO’s Position Description and revising the Employment Agreement as necessary to reflect any agreed changes;

o Defining the Targeted Objectives for the forthcoming reporting period, again including success indicators as to how achievement of the objective is to be demonstrated; and

o Concluding the Annual Performance Agreement between the Board and the CEO for the next cycle.

Coaching and feedback, as appropriate throughout the reporting period, provide the necessary feedback to help guide the CEO in fulfilling his/her ongoing core accountabilities and achieving the specified performance objectives. Such feedback provides a basis for future performance planning and helps to ensure that the formal performance review contains no surprises.

Performance Review The annual Performance Review is the formal process for evaluating the degree to which the CEO has met his/her core accountabilities and achieved the targeted performance objectives as agreed by the Board. The review serves as the basis for improving CEO performance and for building the next year’s performance plan. It also serves as the basis for determining appropriate compensation for the CEO. The review process comprises three phases:

o Evaluating the CEO’s performance;

o Performance review with the CEO; and

o Recommending the CEO’s compensation for Board approval.

Page 164: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 5 of 22

Section 2

PERFORMANCE PLANNING

Performance planning begins with the setting of the CEO’s performance goals for the coming year. Performance goals are drafted by the CEO with input from the Executive Committee, reviewed by the Executive Committee and approved by the Board.

Setting Objectives 1. Performance planning is carried out during operational planning for the following

year, (e.g.. 2010 objectives are developed in October/November 2009 during the preparation of the next budget). It begins with reviewing the accountabilities in the CEO’s position description to ensure that they continue to be appropriate and that there is mutual understanding as to the performance standards that will apply in evaluating fulfillment of these accountabilities.

2. Performance objectives for the forthcoming year are defined for both the Core Accountabilities and the Targeted Objectives.

a. Core Accountabilities are expectations that do not usually change from year to year. They include such ongoing activities as financial management, human resources management, business planning, policy development and program delivery.

b. Targeted Objectives relate to significant, non-recurring projects or initiatives that are linked to specific corporate plans and objectives and warrant the CEO’s attention during the forthcoming performance cycle. Although completion times for these initiatives may exceed the fiscal year and they may require approvals beyond the CEO’s authority, the objectives identify achievable results that are within the capabilities, influence and control of the CEO

3. For each Core Accountability and Targeted Objective clear statements of the expected performance and success indicators against which these performance objectives will be evaluated are provided.

4. Reference material used in preparing the objectives includes the previous year’s performance review, the CEO’s Position Description, the CEO’s Employment Agreement, the Perley Rideau’s Strategic Plan and its Operating Plan for the coming year, as well as the results of any audits, compliance checks or other forms of performance survey which might indicate unfulfilled performance expectations.

Page 165: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 6 of 22

5. In the beginning of October, the Executive Committee provides the CEO with guidance for his/her performance objectives for the following year. The CEO then prepares a set of targeted performance objectives and submits them to the Executive Committee. All performance objectives should:

a. Be accompanied by related performance measures or success indicators, which are observations or data that determine and define if and how well the objectives are met. They will form the basis for performance evaluation at the end of the performance cycle;

b. Support achievement of the Perley Rideau’s strategic plan and the associated implementation milestones for the coming fiscal year; and,

c. To the extent practicable, they should be SMART (i.e. Specific, Measurable, Achievable, Reasonable and Timed). (However, given the nature of a CEO’s role, it is recognized that many objectives may not be “measurable” in the usual sense.)

Annual Performance Agreement (APA)

1. The Executive Committee meets with the CEO to review the CEO’s performance objectives for the next year. Together they develop the draft Annual Performance Agreement (APA), the detailed statement outlining the CEO’s Core Accountabilities and the more specific Targeted Objectives for the coming year.

2. The number of Targeted Objectives is normally limited to five (5) objectives at the commencement of the period under review. Depending on the evolving objectives of the Perley Rideau, up to two additional performance objectives may be added to the APA subsequently.

3. The APA must be developed in time for approval by the Board of Directors at its December meeting.

4. The CEO and the Chair of the Board sign the Annual Performance Agreement and provide a copy for inclusion in the CEO’s personnel file.

5. Changes may be made to the Annual Performance Agreement during the performance cycle by agreement between the Board of Directors (represented by the Chairman) and the CEO.

6. If as a result of the Annual Performance Agreement changes are necessary in the CEO’s Employment Agreement or his/her Position Description, such changes will be subject to negotiation.

7. Achievement of the accountabilities and objectives in the APA provides the necessary linkage between results and reward.

Page 166: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 7 of 22

Section 3

PERFORMANCE EVALUATION

Evaluation is the heart of performance management. An effective system for evaluating the CEO’s performance will:

Facilitate Board-CEO communications and shared understanding regarding

organizational and CEO performance expectations; Recognize and reward excellence; Assist the CEO to build upon personal strengths and overcome weaknesses; Provide the Board and the CEO with information to detect early signs of

problems; Create a sense of teamwork between the CEO and the Board, making it more

likely that the CEO will receive the support of the Board in difficult times; Facilitate performance planning for the next cycle; Clearly relate CEO performance to compensation; Help the Perley Rideau achieve its current operational goals; Demonstrate leadership that will strengthen the Perley Rideau and assure its

long term success; Demonstrate to regulators and stakeholders that the Board is effectively

providing the necessary oversight of the CEO’s performance; and Protect the Corporation against related lawsuits.

As such, the process can be as important to the Perley Rideau’s long-term health as the specifics of the actual evaluation.

Evaluation Principles In developing tools and processes for evaluating the CEO’s performance, the following principles apply. The system must:

Be:

o Seen to be fair and objective, o Comprehensive enough to cover the full range of CEO accountabilities; o Reliable and consistent year over year; o Relatively straightforward to administer; o Results based (ideally data driven): and

Page 167: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 8 of 22

o Weighted towards the long-term institutional success of the Perley Rideau.

Focus on the concrete aspects of quality and organizational effectiveness (as reflected by accreditation audits, compliance reviews, financial performance, satisfaction surveys, etc.).

Look beyond the near-term results, favouring long term organizational performance over short term executive survival;

Reflect the actual duties and priorities of the CEO as outlined in the Position Description and Annual Performance Agreement;

Promote growth and development of the CEO; and Promote dialogue between the Board and the CEO.

Perley Rideau System for Evaluation The Perley Rideau’s system for evaluating the CEO’s performance has been developed based on the principles outlined above. Board expectations are described in terms of Core Accountabilities and Targeted Objectives which are documented in the CEO’s Annual Performance Agreement.

Core Accountabilities As stated earlier, the Core Accountabilities are expectations that do not usually change from year to year. The five principal areas of accountability for the CEO follow:

Leadership: The CEO is the Perley Rideau’s strategic leader. As such, his

main effort is in inspiring commitment to the Health Centre’s vision and the fulfillment of the Perley Rideau’s strategic objectives.

Setting Strategy and Vision: The CEO will help develop the corporate

vision, define organizational goals, formulate strategies and objectives, and align the Perley Rideau’s resources to fulfill that vision.

Executive Management: The CEO will develop and implement

organizational structures, systems, policies and processes to meet the Perley Rideau’s operational needs in providing excellent service, quality of care, quality of life and safety to its residents in an efficient manner.

Stakeholder Relations: The CEO will cultivate and communicate with a

broad network of internal and external stakeholders with the aim of advancing the Perley Rideau’s reputation, goals and public interests.

Page 168: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 9 of 22

Board Support: The CEO will ensure that the Board of Directors receives the necessary advice, information and administrative support for the fulfillment of its functions.

Evaluating performance in these areas does not always lend itself to quantitative measures. For each area of core accountability the Rating Guide offers several indicators that the incumbent is successfully fulfilling this responsibility. Factual information and data over a longer term are more reliable indicators of success in meeting these ongoing accountabilities than anecdotal information.

Note: The success indicators deal with those results that are readily foreseen for the CEO at any time. However, it is recognized that the success of a CEO often depends on resolving unforeseen events that may turn into crises if not managed wisely. Annual evaluations should take into account such unforeseen events.

Targeted Objectives Targeted Objectives are priority areas of focus identified in the Annual Performance Agreement that are linked to the strategic plan and corporate objectives. They are challenging but achievable with effort through the individual’s own influence and control. They are results-oriented and to the extent possible, should be SMART1.

Performance Ratings The rater evaluates each core accountability and targeted objective against the Indicators of Success reflected in the Annual Performance Agreement using the following ratings:

Unsatisfactory. The CEO failed to satisfactorily fulfill a particular core

accountability or a targeted objective for reasons that were within his/her control.

Met Expectations. The CEO did achieve fully satisfactory results in fulfilling that core accountability or targeted objective.

Well Above Expectations. The results achieved by the CEO significantly exceeded the success indicators of the Annual Performance Agreement.

Unable to Assess. For justifiable reasons, the rater is unable to assess performance for that accountability or objective, (perhaps due to unfamiliarity with that aspect of the CEO’s work, a prolonged absence of the CEO, the

1 SMART: Specific, Measurable, Achievable, Reasonable and Timed

Page 169: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 10 of 22

delay or suspension of a targeted objective for reasons beyond the control of the CEO, etc.)

Global Rating A Global Rating is required to determine the CEO’s compensation. In particular, it is used in determining eligibility for pay increments within the salary range and for any short-term performance bonus for results that exceeded expectations. The Global Rating reflects an aggregate consideration of the ratings for both the core accountabilities and the targeted performance objectives. It should reflect not only the CEO’s performance against his/her objectives, but also the relative scope and complexity of the challenges faced. Global Ratings should be based on the results achieved, as well as on the manner in which they were achieved. The rater will award a Global Rating in accordance with the following guidelines:

Outstanding – Year over year performance that significantly exceeds the requirements for both the Core Accountabilities and the Targeted Objectives, demonstrates the CEO’s advanced competency, and brings ongoing recognition and credit to the Perley Rideau. This rating is assigned to the rare CEO who routinely surpasses all expectations with performance that is far above the defined job expectations. Clearly, the CEO has demonstrated an unusual degree of leadership both within the Perley Rideau and the health care community and has demonstrated superior effectiveness as an administrator. Considerations include:

How have the results far exceeded the defined expectations for the position?

How do the CEO’s contributions clearly move the Perley Rideau forward? Does the CEO proactively initiate and lead change that advances beyond

the Perley Rideau’s defined objectives and/or the Board’s expectations? Does the CEO continually apply ever-increasing job knowledge, skill and

experience to address challenges and/or to lead new initiatives? Does the CEO consistently achieve extraordinary success in meeting

unforeseen challenges? Does the CEO accomplish high work quality and productivity by enhancing

individuals and work groups’ performance amidst significant obstacles? Is the CEO a recognized leader, contributing to the advancement of health

care beyond the Perley Rideau? To what extent does the CEO contribute to the fine reputation of the Perley

Rideau throughout the health care community? Superior – Performance consistently exceeds most requirements and meets all other expectations of the Annual Performance Agreement.

Page 170: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 11 of 22

This rating is assigned to a CEO who exceeds expected results for most Core Accountabilities and Targeted Objectives. Considerations include:

How have the results exceeded expectations in the majority of the success

measures? Is the contribution clearly identifiable and attributable to the CEO? Does the CEO consistently seek out, accept, and achieve additional

responsibilities that will increase job knowledge and skills? Does the CEO actively seek out and welcome change that supports

continuous service/program improvements? Does the CEO strongly exhibit positive behaviour that promotes and

influences cooperation from others? To what extent has the CEO successfully led necessary change to

overcome setbacks and other unforeseen events? Fully Satisfactory – Performance is consistently solid and reliable, meeting the requirements of the Core Accountabilities and may exceed the requirements in some of the Targeted Objectives. This rating is assigned to a CEO who consistently demonstrates effective organizational behaviour and achieves the expected results in all areas, perhaps exceeding expectations in some. Considerations when assigning this rating are:

Does the CEO always demonstrate competent performance and fully meet

expectations in all Core Accountabilities? Does the CEO occasionally exceed the defined requirements in some of

the Targeted Objectives? Does the CEO successfully pursue opportunities to increase job

knowledge/skills and apply new knowledge effectively to meet objectives? Does the CEO support and readily adjust to changing situations and

priorities? Does the CEO consistently influence positive working relationships?

Improvement Required - Performance meets some, but is below the requirements of other Core Accountabilities or Targeted Objectives. There is need for further improvement or experience on the job before performance will fully meet the objectives expected. This rating may be assigned to a CEO who is new to the position, is in the process of gaining a new skill or competency and is working towards becoming fully proficient, or does not meet expectations in one or more of the areas of principal responsibility. Other considerations in assigning this rating include:

Page 171: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 12 of 22

Which Core Accountabilities or Targeted Objectives were not met at the full working level?

Does the CEO attempt to pursue development opportunities and/or apply new skills to meet objectives/standards?

Does the CEO exhibit proactive problem solving to improve/and or adjust to situations or work processes?

What behaviours are occasionally displayed that are not supportive of effective relationship building that could be detrimental to the Perley Rideau?

Unsatisfactory - Performance does not meet requirements of the objectives and significant improvement needs to be demonstrated in the short-term. This rating is assigned when a CEO’s performance is consistently below the minimum acceptable expectations, the CEO has not responded well to coaching and counseling, and termination is being considered. Consider the following about the individual performance level:

Is the unsatisfactory performance attributable to lack of job knowledge or

skill, inexperience or personal suitability? Does the CEO exhibit an inability to apply job knowledge/skills that may be

addressed by a development opportunity or further coaching? How does the CEO demonstrate initiative to complete objectives and/or

adjust to changing situations? What inappropriate behaviours and actions are displayed that create

ineffective relationships within or outside the Perley Rideau?

Page 172: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 13 of 22

Section 4

PERFORMANCE REVIEW

Performance review is the communications process by which the performance management system provides the necessary feedback to build upon success, strengthen the CEO’s performance, inspire greater achievement and lay the foundation for the next performance management cycle. Effective two way communications are the lubricant that keeps the performance management system operating smoothly.

Coaching and Feedback Coaching and feedback should be regular and ongoing throughout the performance cycle. As appropriate, it provides necessary feedback to help guide the CEO in fulfilling his/her ongoing core accountabilities and achieving the specified performance objectives. Drawing on input from the Executive Committee regarding specific performance-related comments, the emphasis here is on communication between the CEO and the Chairman. Such feedback provides a basis for future performance planning and helps to ensure that the formal performance review contains no surprises.

Coaching discussions could include: o Progress towards specific performance goals and objectives; o Identifying areas of strength and areas for improvement in fulfilling

core accountabilities; o Providing guidance and support; and o Recognizing achievements.

Coaching and feedback can take place in many ways including: o A brief exchange, e.g. comments on a job well done; o A private meeting between the Chairman and the CEO; e.g. a

discussion aimed at improving performance, knowledge or skills; o Other opportunities such as Executive Committee meetings;

Accountability for providing coaching and feedback lies with the Chairman. However, that does not prevent the CEO from seeking feedback.

Interim Reviews

At the request of either the CEO or the Executive Committee, an Interim Review may be conducted to determine whether performance is on track and to provide an extra opportunity for the Executive Committee and the CEO to have a performance dialogue.

Page 173: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 14 of 22

Interim Reviews will be informal. If performance correction is required, performance observations and action plans to address those performance deficiencies must be discussed and documented. If no performance correction is required, no additional documentation is needed.

If as a result of an interim review, it is necessary, to make any significant changes to the expectations outlined in the Annual Performance Agreement, they should be negotiated and approved by the Board during the performance cycle, not at the end of the cycle.

Annual Performance Review The annual performance review is the formal process for evaluating the degree to which the CEO has met his/her core accountabilities and achieved the targeted performance objectives agreed by the Board. The review serves as the basis for improving CEO performance and for building the next year’s performance plan. It also serves as the basis for determining appropriate compensation for the CEO.

The Performance Review phase of the cycle includes a formal discussion between the Chair of the Board and the CEO to discuss his/her performance based on prior reviews and the Annual Performance Agreement approved of the Board. The CEO’s year-end performance review is conducted by the Executive Committee, which makes recommendations to the Board for approval not later than February of the following year. Under certain circumstances, such as the development of a new CEO, the Executive Committee may decide that an Interim Review is warranted.

At the end of the performance cycle, the CEO is invited to prepare a self-assessment for review by the Chair and Executive Committee. The Committee reviews the CEO’s performance against the objectives set out in the Annual Performance Agreement, and prepares an assessment of the CEO’s performance. The Executive Committee develops an overall rating of the CEO’s performance in relation to both the Core Accountabilities and the Targeted Objectives and makes recommendations to the Board for appropriate compensation.

The review process follows:

1. On behalf of the Board, the Executive Committee initiates the Annual Review process at the end of the Corporation’s fiscal year, (in January).

2. The Chairman requests that the CEO provide a self-assessment of the degree to which the objectives of the Annual Performance Agreement have been fulfilled. The CEO may provide a written performance summary, provide any other relevant material and/or provide an oral report to the Executive Committee.

3. Other information that may be used for assessment by the Executive Committee includes such supporting material as:

Page 174: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 15 of 22

a. The CEO’s Position Description and the current Annual Performance Agreement;

b. Information provided by the CEO in support of his/her self-assessment;

c. Reports on any aspect of organizational performance such as financial audits, accreditation surveys, and compliance checks including any unmet standards, satisfaction surveys, formal complaints, unusual occurrences, etc.

d. Prior CEO performance evaluations;

e. Input specifically requested from others;

f. Commendations, letters of recognition, testimonials or awards; etc.

4. In January, each member of the Executive Committee individually evaluates the CEO’s performance. Performance is reviewed against the achievement of the Core Accountabilities and Targeted Objectives as demonstrated by the success indicators and performance measures in the APA.

5. Prior to the February Board meeting, the Executive Committee meets to:

a. Review the CEO’s performance against each of the objectives set out in the Annual Performance Agreement;

b. Consolidate their individual evaluations into one performance appraisal;

c. Determine a Global Rating of overall performance. (In accordance with Chapter 3, the Global Rating is based along a five-tier scale from Unsatisfactory performance through Fully Satisfactory performance to Outstanding performance over a long period bringing great credit to the Perley Rideau);

d. Consider any reward element to the CEO’s compensation (consistent with the compensation process outlined in Chapter 5); and

e. Develop recommendations to the Board with respect to their performance evaluation and the implications for the CEO’s compensation package.

6. At the February Board meeting, the Board will consider the Executive Committee’s recommendations and finalize the CEO’s evaluation and compensation.

7. Once the Board has made these decisions, the Executive Committee can then complete the CEO performance evaluation.

Page 175: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 16 of 22

8. The Chairman will subsequently hold a performance review interview with the CEO in March to:

a. Debrief on the Board’s approved Performance Evaluation and its decision concerning any compensatory action;

b. Identify performance strengths and weaknesses and discuss areas for enhancing the CEO’s effectiveness;

c. Discuss the CEO’s career development objectives;

d. Begin planning for the next performance period; and

e. Advise the CEO of the compensation agreed by the Board.

9. A signed copy of the completed performance evaluation shall be retained in the Human Resources section.

Unsatisfactory Performance In the event of overall unsatisfactory performance and the failure of the incumbent to respond to remedial initiatives, the Board may consider terminating employment. The Employment Agreement outlines the process for terminating the CEO’s employment.

Page 176: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 17 of 22

Section 5

COMPENSATION

The Perley Rideau’s approach to compensation for the CEO is designed to maintain a competitive position in attracting and retaining the highest calibre of incumbent. To do so, it recognizes the abilities, skills and experience of the CEO and places a high value on performance in terms of effort focused on and results achieved in the fulfillment of defined objectives vital to the Perley Rideau’s vision and mission. This approach should assist in recruiting candidates who satisfy the Perley Rideau’s requirements, in retaining the valued employee, and in recognizing superior performance. It should be internally fair and externally competitive, and should help control payroll costs in the long term.

The CEO’s compensation package may comprise several elements, all of which shall be defined in the CEO’s Employment Agreement, including:

Reward Elements of Salary and Performance Bonus; Pension Benefits; Leave Entitlements; Other Perquisites; and Cost of Living Adjustment (COLA): Separate from pay increments made

within the base salary range, the Board may award a cost-of-living adjustment2.

Guiding Principles

The guiding principles for the compensation of the CEO are:

Internal Fairness: The CEO’s salary should be internally consistent with the salary ranges of the Perley Rideau’s senior management team. The total compensation package should be tied to the overall performance of the Perley Rideau in meeting its corporate goals and objectives, and in particular the degree to which the CEO contributed to their attainment.

External Competitiveness: In order to recruit and retain a high calibre CEO with the necessary skills and experience, the salary should be consistent with the Board’s desired position in the marketplace.

2 Historically, the Board’s practice has been to award a COLA consistent with the COLA awarded to the Perley Rideau non-unionized employees.

Page 177: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 18 of 22

Performance Based: The structure of the CEO’s compensation package should provide opportunity for the Board to reward (or not reward) its CEO on the basis of the incumbent’s performance in carrying out his/her responsibilities and in meeting (or not meeting) the performance objectives established in the Annual Performance Agreement.

Compliance with Legislation: The Perley Rideau’s approach to compensation must meet the requirements of any relevant legislation.

Ease of Access to Market Information: The approach followed by the Perley Rideau should facilitate market comparisons on an ongoing basis to establish and maintain a competitive and internally fair compensation structure.

Structure for Reward Elements

Below is a description of the reward elements of Perley Rideau’s compensation plan for the CEO:

Salary Range: The minimum to maximum salary range is set based on an external market compensation review to assess base salary and short-term incentive practices for like positions in the province of Ontario. In determining the CEO’s salary, consideration should be given to all elements of the overall compensation package. The salary range can be adjusted to reflect changes in market competitiveness.

Base Salary: The base salary is set to attract and retain. Base salary recognizes the CEO’s present value and may also reflect the individual’s potential and future worth to the Perley Rideau.

In determining a CEO’s starting base salary, the Board may consider such factors as the individual’s current professional knowledge, skills and experience, market conditions, growth potential, etc. Regardless, the initial base salary carries with it an implied minimum acceptable level of performance and increases at a rate that is commensurate with the incumbent’s level of knowledge, skill and experience in the job until the job rate (the maximum of the salary range) is reached. The Board may define pay increments within the salary range or otherwise specify how quickly an incumbent can proceed through the salary range.

Base salary is reviewed annually by the Executive Committee and the Board in conjunction with the CEO’s annual performance evaluation. In particular, the Global Rating, reflecting an aggregate assessment of the CEO’s performance, is taken into account.

Page 178: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 19 of 22

Any significant growth in the CEO’s job (requiring new skills, greater competencies, and more experience) may warrant consideration for adjusting the base salary. Base salary is pensionable.

Performance Bonus: In order to recognize performance that clearly exceeds expectations (as defined in the Annual Performance Agreement), the Board may award a lump-sum, non-permanent, performance bonus payment not to exceed 10% of base salary annually. Considerations for such a bonus include performance that exceeded expectations, was consistently meritorious performance and/or demonstrated advanced competency which significantly contributed to the Perley Rideau’s recognized excellence in health care delivery. The final amount of performance pay awarded depends on the degree to which the objectives were achieved, the relative contribution of the individual, the scope and complexity of the individual’s challenges, and the manner in which the results were achieved. Further, the Board must determine that a performance bonus is affordable.

Performance bonuses are not pensionable.

Note 1. All increments in base salary, and bonuses are dependent on the CEO having a Global Rating of at least “Fully Satisfactory”. He/she must have met or exceeded the expectations of the Annual Performance Agreement. Note 2. Payment of performance bonus for the CEO will be determined once per year reflecting performance for the completed fiscal year. For instance performance bonus will be in accordance with the CEO’s performance from January 1 to December 31. A Performance bonus will be made as a lump sum payment as soon as possible in the next fiscal year.

Eligibility

A serving CEO is eligible to receive pay increments within the salary range and possibly a performance bonus.

A new incumbent in the CEO role is eligible to receive a pay increment if he/she has been part of the Perley Rideau workforce for a minimum of 6 months on December 31st of that fiscal year. The increment will be pro-rated to the number of months of service within that fiscal year, then a 12-month cycle thereafter.

The CEO needs to have remained in employment through six months to be eligible for any pay increment and/or a performance bonus for that fiscal year. Any pay increment and/or performance bonus would be pro-rated to the number of months of service within that fiscal year.

Page 179: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 20 of 22

If the CEO is on an authorized absence (i.e. leave of absence) he/she is eligible for a pay increment and/or performance bonus pro-rated to the number of months of service not on leave of absence within that fiscal year.

If the CEO chooses to retire, he/she needs to have remained in employment through six months to be eligible for any pay increment and/or performance bonus, which would then be pro-rated to the months of service within that fiscal year.

Page 180: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 21 of 22

Section 6

ADMINISTRATION

The table below summarizes the responsibilities for the administration of the Perley Rideau’s performance management system for the CEO.

Chairman Acts as the communication link between the Board,/Executive Committee and the CEO for all matters relating to compensation including, but not limited to:

Base salary and pay increments, and any performance bonuses;

The Annual Performance Agreement; and

The Annual Performance Review

Executive Committee

Advises the Chairman and the Board with respect to the foregoing. In particular; the Committee:

Drafts the Annual Performance Agreement, establishing the specific work objectives with defined, measurable outputs or outcomes for each;

Evaluates the CEO’s performance for the period, including fulfillment of the responsibilities and success factors outlined in the Position Description, as well as meeting the expectations of the objectives of the Annual Performance Agreement;

Makes recommendations on all aspects of compensation.

Board of Directors

Approves the Annual Performance Agreement, the Annual Performance Review and any compensation implications.

CEO

Contributes to the performance management process by:

Suggesting appropriate performance objectives with measurable outcomes for the Annual Performance Agreement;

Conducting a self-assessment of his own performance in terms of both the fulfillment of the responsibilities and success factors of the Position Description as well as meeting expectations regarding the Annual Performance Agreement;

Ensuring that all related administrative details are completed; (e.g. agreed documents are appropriately signed, maintaining appropriate records, etc.)

Human Resources

Provides secretariat and support services.

Page 181: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre DRAFT GOVERNANCE GUIDE

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 1 / Appendix D Page 22 of 22

Page 182: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 2 Non-Board Officers Page 1 of 2 (As per AH, November 2017)

PART 3 – EXECUTIVE AUTHORITY

Chapter 2

NON-BOARD OFFICERS

2.1 GENERAL

The executive officers of the Perley Rideau are Non-Board Officers who are appointed by the CEO to carry out executive management functions delegated to them by the CEO. The Non-Board Officers are the Chief Operating Officer, the Chief Financial Officer, and the Medical Director. The Terms of Reference for the Non-Board Officers follow.

2.2 CHIEF OPERATING OFFICER’S RESPONSIBILITIES

The Chief Operating Officer (COO) reports to the CEO and provides expert strategic advice to the CEO, Board of Directors and Board Committees in order to enhance the facility’s overall operating capacity. In partnership with the CEO, the COO sets annual goals for the organization to support the achievement of Perley Rideau’s Strategy. The COO supports the CEO in a manner which allows the CEO to maximize the external aspects of the role. The COO provides overall leadership for operational matters and leads all quality and safety improvement activities. The role includes oversight of Nursing Operations, Clinical Practice, Human Resources and Community Outreach and Programming (including Seniors Housing).

2.3 CHIEF FINANCIAL OFFICER’S RESPONSIBILITIES

The Chief Financial Officer (CFO) reports to the CEO and provides expert strategic and operational advice to the CEO, the Board of Directors and Board Committees in the areas of financial planning and management, financial risk management and corporate compliance/reporting to ensure the organization has capacity to continually improve the well-being of those under its care. The CFO is responsible for the Perley Rideau’s corporate finance, procurement, stewardship, and oversight to ensure transparency and sound financial management for the Corporation in compliance with Generally Accepted Accounting Principles (GAAP) and Ontario Healthcare Reporting Standards (OHRS). The CFO directs treasury, budgeting, audit, tax, accounting, and financial risk management. The CFO also provides oversight to the Director of Support Services which

Page 183: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 3 – Executive Authority / Ch 2 Non-Board Officers Page 2 of 2 (As per AH, November 2017)

includes: Food Services, Housekeeping, Linen Services, Property (Facilities) Services, Material Management, Security and Information Technology.

2.4 MEDICAL DIRECTOR’S RESPONSIBILITIES

The Medical Director is responsible for clinical and administrative direction for the medical services at the Health Centre and leads a team of approximately 15 physicians. The Medical Director provides advice to the CEO and the Board of Directors on medical care and services. The Medical Director recruits attending physicians and is accountable for the development, implementation and evaluation of medical services, according to professional expectations and standards of the Ministry of Health and Long-term Care. In addition, the Medical Director provides clinical care as an attending physician for residents.

**************

Page 184: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / OVERVIEW (Board Approved 06Feb2014) Page 1 of 3

VOLUME III - GOVERNANCE

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

OVERVIEW Stewardship embodies responsible planning and management of resources. In effect, the Board of Directors, as governors, is charged with a mandate to be the stewards for the property and mission of the Perley Rideau. Sound stewardship goes well beyond fiduciary oversight to ensure compliance with legal requirements. It also includes ensuring the long-term sustainability of the Perley Rideau and meeting the public’s growing expectations for integrity, accountability, and transparency by not-for-profit health service providers. Purpose This Part provides wide-ranging guidance to Directors and Committees for the effective stewardship of all the Perley Rideau’s assets in such areas as the mission, strategic planning, risk management, reputation, and performance management. Usage The material reflects best practices for not-for-profit boards. It is reference material, meant to be instructive rather than prescriptive or directive. New Board members should find it useful in orienting their thinking as to the types of things the Board should be considering, as opposed to those things that management should be executing. While all chapters should be helpful in a general way to all Board members, many chapters have a close alignment with the areas of responsibility of specific Committees. These chapters should be instructive for these Committees, particularly for Directors appointed to that Committee who lack related professional expertise. Where applicable, the chapters include selected passages from Accreditation Canada’s Standards for Sustainable Governance to remind Directors of the governance standards against which the Perley Rideau is routinely evaluated. In addition, most chapters include at least one review checklist to assist members in annually assessing the effectiveness of the Board’s performance in that aspect of its governance.

Page 185: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / OVERVIEW (Board Approved 06Feb2014) Page 2 of 3

Layout The eight chapters of this Part address:

• Chapter 1 – Governance This chapter discusses governance in a general sense, including the role of the Board in governance and differentiating the roles of the Board from those of management. It provides seven guiding principles for determining those issues that most require Board attention. Is the Board doing the right things for the right reasons? It concludes with a discussion of Accreditation Canada’s Standards for Sustainable Governance and includes two further review checklists to assist the Board in assessing the effectiveness of the Board’s governance.

• Chapter 2 – Strategic Planning and Management

Setting the corporate direction is one of the principal functions of the Board. This chapter provides comprehensive guidance for the strategic planning process, including a differentiation between Board and management responsibilities in this process. Beyond promulgation of the strategic plan, there is a need to manage the consequential activities such as the effective communications of the strategic plan so as to have the desired impact on organizational performance. The chapter also provides guidance for the review and assessment of progress in meeting the strategic directions and fulfillment of the vision. In addition, a checklist is provided to assist the Board in auditing its own effectiveness with respect to strategic planning and management.

• Chapter 3 – Quality

The Perley Rideau is committed to the delivery of health services that meet or exceed all applicable standards and regulations governing the provision of health care for our residents and other clients. This chapter looks at quality from different perspectives, including the Board’s responsibilities for maintaining organizational quality and continuing improvement. It reviews the responsibilities of the Quality of Life and Safety Committee and provides guidance on quality management, performance monitoring and safety management. The Chapter also includes a review checklist to assist the Quality of Life and Safety Committee in evaluating its own governance performance.

• Chapter 4 – Financial Stewardship

Notwithstanding that some Board members have professional credentials in the financial field, most do not. This chapter provides a primer in the fundamentals necessary to understand financial statements, internal controls and the audit process. This chapter also outlines six basic building blocks for effective financial stewardship including: organization; planning; policies, process and guidelines; performance monitoring; external audit; and accountability. A review checklist for financial stewardship is also appended to assist the Board in evaluating its governance effectiveness in this area.

Page 186: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / OVERVIEW (Board Approved 06Feb2014) Page 3 of 3

• Chapter 5 – Human Resources Stewardship Recognizing that managing the day-to-day aspects of maintaining an effective workforce is the responsibility of the CEO, this chapter defines three key areas of related Board responsibility. It outlines several principles to be followed by management in formulating Perley Rideau HR policies and provides guidance to the Board for overseeing the Perley Rideau’s HR policies and practices. The chapter concludes with guidance for the periodic review and audit of the effectiveness of the Perley Rideau’s HR stewardship.

• Chapter 6 – Stakeholder Relations

The Perley Rideau is accountable to many diverse stakeholder groups, some of them vital to the long-term viability of the Perley Rideau. This chapter addresses three broad functions essential to the effective maintenance of constructive relationships with these stakeholders (i.e. relationship building, public communications and advocacy). It addresses the respective responsibilities of the Board as well as of individuals in meeting these expectations, and includes guidance for the Board and for the Stakeholder and Community Relations Committee for assessing the Board and the Perley Rideau’s effectiveness in establishing and maintaining effective relationships with these groups. .

• Chapter 7 – Enterprise Risk Management Maintenance of the viability and integrity of the Perley Rideau is a core responsibility of the Board. In spite of the best strategic planning and organizational effort, things that can go wrong do and reality deviates from assumptions and intentions. This chapter outlines the Board’s role in managing the various dimensions of risk facing the Perley Rideau. It provides guidance for preparing for risk, preventing risk, and protecting against risks, and it discusses risk acceptability and risk tolerance. Since risk arises in virtually all aspects of the Board’s oversight, it is something that must be addressed by all Board Committees. To that end, a review checklist is provided to guide the Board and its Committees in assessing the effectiveness of its risk management practices.

• Chapter 8 – Performance Management

One of the Board's responsibilities is to oversee the performance of the Perley Rideau, especially in terms of quality of care and services and of financial condition. This chapter identifies six key areas of Board responsibility for performance monitoring. It reviews several factors affecting the design of a suitable performance management system from a Board perspective and provides guidance for the Board in the use of performance monitoring reports. Finally, it includes a review checklist for the Board to evaluate the effectiveness of its performance monitoring system.

**************

Page 187: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 1 of 23

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 1

GOVERNANCE

This chapter discusses the role of the Board in governance and differentiates the roles of the Board from those of management. It provides guiding principles for determining those issues

that most require Board attention.

1.1 GENERAL

Governance may be defined as the exercise of authority, direction, and control of an organization in order to ensure that its purpose is achieved. It refers to who is in charge of what; who sets the direction and the parameters within which the direction is to be pursued; who makes decisions about what; who sets the performance indicators, monitors progress and evaluates results; and who is accountable to whom for what? Governance includes the structures, responsibilities and processes that the Board uses to direct and manage its own operations. The structures, processes and organizational traditions determine how authority is exercised, how decisions are made, how stakeholders have their say and how decision-makers are held to account. Simply, governance is the process of providing strategic leadership by setting direction, making policy and strategy decisions, overseeing and monitoring organizational performance, and ensuring overall accountability. Traditionally, boards have been preoccupied with their fiduciary responsibilities, ensuring compliance with applicable laws, regulations and standards. Although they may have approved organizational strategies, increasingly, good governance also requires boards to participate with management in the development of the organization's strategic directions and goals. And now board members are being challenged to engage in generative thinking, wherein they frame issues in new light in search of tomorrow's most appropriate visions and modus operandi. Four key characteristics of good governance are:1 • Accountability: the capacity of the corporate members (or the owners) and other

key stakeholders to call decision-makers to account for their actions. Effective accountability has two components: ‘answerability’ and ‘consequences’. The first

1 Adapted from Governing for Results by Mel D. Gill, 2005

Page 188: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 2 of 23

is the requirement to respond periodically to questions concerning one’s official actions. The second is the need for the application of sanctions for breach of rules.

• Transparency: timely access by the corporate members and other key stakeholders to low-cost, relevant, reliable information about finances, products or services and management of resources.

• Predictability: refers to the conduct and actions of elected officials (Directors and officers) and appointed staff. Predictability results primarily from laws, regulations and role definitions that are clear, known in advance, fair, and uniformly and effectively enforced.

• Participation (or engagement): the involvement of the corporate members and other key stakeholders in planning, decision processes and evaluation. This allows the Board to obtain reliable information, serves as a reality check and watchdog, spurs operational efficiency, and provides feedback by users of public services necessary for monitoring access to and quality of services.

These characteristics are essential for the development of a culture of openness, trust and stakeholder confidence that will inspire commitment to the Perley Rideau’s purpose, encourage excellence in governance and nurture a healthy balance between stability and innovation. Orientation training for new Board members should include a discussion of sustainable board governance.

1.2 ROLE OF THE BOARD IN GOVERNANCE 2 As stated in Chapter 1 of Part 2, the Board’s job is to govern the affairs of the Corporation within the framework of relevant legislation and standards. The governance task may be seen as:

• Ensuring compliance with all legal requirements; • Strategic planning including the establishment of the vision, mission and core

values of the Perley Rideau; • Monitoring the Perley Rideau’s quality of performance, not just in the delivery of

care services but also organizational performance in areas such as financial performance and external relations and the Board’s own performance;

• Providing sound stewardship of all Perley Rideau resources including financial, human resources, plant and equipment and information technology;

• Oversight of management; • Identification and analysis of significant risks threatening the fulfillment of the

Perley Rideau’s vision, mission and its strategic objectives; • Accountability to stakeholders, overseeing the maintenance of mutually beneficial

relations with them; and

2 Adapted from OHA Guide to Good Governance p. 13.

Page 189: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 3 of 23

• Maintaining effective structures, relationships and procedures for the continuing effective governance of the Perley Rideau.

1.3 STEWARDSHIP3

The term Stewardship is frequently associated with governance. Stewardship implies trust on behalf of the owners or stakeholders. Not only does stewardship require diligence and care in overseeing compliance with the letter of governing legislation and regulations, but also with their intent. Because many not-for-profit corporations receive public funding and/or special tax status, the public often has a legitimate interest in how they operate. Concerns may arise from ineffective or inappropriate use of public funds, unfair competition with the private sector, etc. Boards and directors need to be mindful that such actions give their corporation a public face that undermines its purpose and value system. Essential to earning and maintaining public trust is a corporate commitment to transparency. While openness cannot resolve underlying corporate problems, lack of disclosure certainly can magnify the harm to the corporation. Sustainability of the Perley Rideau requires public support from many quarters. The Corporation’s long-term health requires careful stewardship in all its activities. To this end, Directors must always comply with the intent of the law (even when the letter of the law may be unclear), acting in accordance with best governance practices, and being mindful of how a particular action or decision may be seen by the public. Such “stewardship” is essential if the Perley Rideau is to meet the public’s growing expectations for integrity, accountability and transparency by non-for-profit health care service providers.

1.4 THE BOARD AND MANAGEMENT

The Board's governance role is also described in terms of what it is not – the Board is not responsible for day-to-day management. Basically, the Board governs and management manages. The Board's role is to see that the Perley Rideau is well managed, but it is not the role of the Board to manage the organization. As described in Part 3 – Executive Authority, day-to-day management is delegated by the Board to the CEO. The Board exercises oversight of management. Accordingly, the Board's role with respect to each of the areas identified above is a governance role and not a management role. The relationship between the Board and management is fundamental to the quality of governance. Understanding the distinction between governance and management can

3 This section is adapted from "Primer for Directors of Not-For Profit Corporations", Industry Canada 2002, p. xi.

Page 190: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 4 of 23

be challenging for any board. When boards do indulge in activities that are more appropriately or even solely within the purview of management, the quality of governance is compromised. The board loses both its focus and the time it needs to spend on board business.

1.4.1 Differentiating Board and Management Roles

The following table aptly differentiates the respective roles of Boards and Management.4

Board's Roles Management's Roles Select, evaluate and support the CEO Run the organization in line with Board

direction Keep the Board educated and informed Seek the Board's counsel

Approve high level organizational goals and policies

Recommend goals and policies with necessary and sufficient supporting rationale

Make major decisions Frame decisions in the context of the mission and strategic vision, and bring the Board well documented recommendations

Implement decisions

Oversee management and organizational performance

Bring the Board timely information in concise, contextual and comparative formats

Communicate with candour and transparency

Act as external advocates and diplomats in public policy, fundraising, and stakeholder community relations.

Keep the Board informed, bring the Board recommendations, and mobilize directors to leverage their external connections to support the organization

1.4.2 Seven Guiding Principles5

Even when the mutual roles of the Board and management are understood, there often remains a grey area in the middle. Different situations demand different levels of Board involvement. Adverse results may call for closer Board oversight; e.g. continuing subpar performance, allegations of improprieties, etc. In such cases more

4 Adapted from Great Boards, the on-line governance newsletter by Barry S. Bader, Fall 2008, Vol. VIII, No. 3 at www.greatboards.org/newsletter 5 Adapted from Bader, op. cit.

Page 191: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 5 of 23

detailed information than normal may be sought. Otherwise, governing boards function best when focused on higher level, future oriented matters of strategy and policy. Seven questions can help guide the Board and management find their appropriate roles for any matter of board oversight or decision-making. 1. Is it big? The bigger the impact of a decision, the more the Board ought to play a role in shaping and understanding the action and its possible consequences. In other words, is the issue of strategic importance; e.g. an organizational decision impacting roughly ten percent of revenues or activities. Planning on how to implement the decision is management's responsibility. 2. Is it about the future? The Board's focus should be on the organization's long-term vision, its five-year financial plan and its master facility plan. The Board should rely on management to develop the details of the strategic plan. The approved strategic plan should focus on such aspects as quality, growth, finances, and people with measurable goals and indicators for each. If the strategic plan has more than five or six strategic areas and more than 20 strategic initiatives, the Board is getting at too low a level, i.e. management's operating plan. 3. Is it core to the mission? The Board is the guardian of the mission. The Board must examine strategic and financial decisions in the context of its mission. Management should bring the Board well documented analyses and recommendations to help Directors strike the right balance when mission and financial realities come into conflict. 4. Is a high-level policy needed to resolve a situation? Long-term care homes require hundreds of operating policies governing various aspects of clinical care, finance, personnel, etc. These are not Board matters. However, some issues arising from day-to-day activities may indicate a systemic issue warranting enunciation or amendment of a Board policy. Policies requiring Board approval should have a major impact on the organization, require compliance with laws or regulations, or affect the responsibilities and conduct of the Board or management. 5. Is a red flag flying? Boards should routinely review organizational performance summaries (i.e. dashboards, etc.). But when should they get into details arising from questions? Red flag issues may first be noticed in monitoring trends; (one rule of thumb states that a statistically significant over- or under-performance on a strategic, quality or financial indicator over three reporting periods constitutes a trend). The Board should be alerted by sentinel events such as reports of illegal activity or sudden dramatic underperformance. Other red flags may arise in auditors' reports, accreditation survey results, etc. To avoid slipping from governance into management, the Board must ascertain whether management recognizes the scope and has the capability and plans to improve the situation. Follow up is required to ensure that management is accountable for producing satisfactory results.

Page 192: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 6 of 23

6. Is a watchdog watching? If the legislative and regulatory bodies or the media care, the Board should care. Hot button issues of the moment include lapses in resident or client care, medical errors, executive compensation, and publicly available quality reports. The Board should be engaged on such high profile issues, reviewing appropriate policies, overseeing performance, and ensuring that the organization is pro-active in its communications. 7. Does the CEO want or need the Board's support? If the CEO asks for Board advice or intervention, Directors should respond. When the CEO is facing particularly tough decisions such as labour strife, contract negotiations, terminations of personnel or contracts, etc., the CEO must know that the Board will stand firm. The CEO may seek a Board's support in challenging management to improve organizational performance, seeking more from its leaders. Or the CEO may ask for help from particular Directors with connections to key legislators, community stakeholders, etc. When the CEO calls, good Boards respond.

1.5 GOVERNANCE STANDARDS In response to the growing demand for excellence in health care delivery in Canada, Accreditation Canada, the body which conducts accreditation surveys for health service providers in Canada (including the Perley Rideau), has established a set of standards for sustainable governance6. The standards are grouped into four sections based on the following functions: Functioning as an effective governing body: Addresses the internal

development of the governing body, including composition, structure, and roles and responsibilities including the division of responsibility with organization leaders.

Developing a clear direction for the organization: Addresses the process for defining the organization’s mission and long-term vision, including broad organizational goals and values.

Supporting the organization to achieve its mandate: Addresses the governing body’s role in the processes that support the organization’s achievement of its strategic goals and objectives. It includes the recruitment and evaluation of the Chief Executive Officer (CEO), relationships with the CEO and the organization’s other leaders, and resource allocation.

Being accountable and achieving sustainable results: Addresses accountability (including stakeholder and community relations) and organizational performance (including quality improvement and risk management.

Accreditation Canada's standards for sustainable governance are summarized at Appendix A. These standards provide a comprehensive perspective as to the types of

6 Accreditation Canada Governance Standards - 2017

Page 193: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 7 of 23

things generally considered to be the basis of good governance in Canada's health care sector today. One of these standards is that the Board must have a defined and formal process for decision making. The Board has adopted a simple decision framework that proposes the key questions/criteria that Board members should address before taking a decision. The Board decision framework is as follows:

1.6 CONDUCTING A GOVERNANCE AUDIT

The Board is responsible for its own governance. The Board must ensure that the structures and processes to facilitate governance are effective. This includes such aspects as: Board recruitment, training, evaluation and succession planning; Board structures and processes including position descriptions for officers, Board and Committee Chairs and Board members; terms of reference and reporting; education; and evaluation processes. Governance audits permit the Board to assess the degree to which the Board is able to discharge its fiduciary and strategic duties in a manner that ensures accountability to stakeholders and that the organization's mission and strategic goals and objectives are achieved. Are the processes and elements that the Board has adopted effective in

PERLEY RIDEAU BOARD OF DIRECTORS’ DECISION MAKING FRAMEWORK

DECISION SOUGHT

BACKGROUND TO THE ISSUE

KEY DECISION INFLUENCES OR CONSIDERATIONS 1. Strategic Fit

- Alignment with mission, vision, and strategic plan; and - Alignment with ministry and other governing body regulations, legislation and priorities.

2. Client Implications (quality and safety) 3. Stakeholder and Partner Impacts 4. Values and Ethics Considerations

- Core Values - compassion, respect, integrity and excellence; and - Business Values such as equity, efficiency, transparency, and effectiveness (etc.)

5. Risk Considerations 6. Operational Considerations

- Financial, Human Resources and others.

RECOMMENDED BOARD FOLLOW-UP STRATEGY 1. Key Measures for Monitoring 2. Evaluation Process 3. Role of Board and Management

(Board approved: April 3, 2014; revised and approved May 3, 2018)

Page 194: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 8 of 23

supporting Board performance and are they within the range of best practices for similarly situated organizations? A governance audit can be broad or limited in scope. When a Board evaluates its meeting effectiveness at the end of a Board meeting it is conducting a limited audit. Annual Board performance evaluations are another form of governance audit. A full audit would involve looking at every aspect of governance. Accreditation Canada’s quadrennial accreditation surveys constitute a major form of governance audit. The Board might consider conducting a comprehensive Governance Audit one year prior to an Accreditation Canada governance survey. The process for conducting a governance audit may include the following: • Determining the scope of audit process that will be undertaken; • Conducting an inventory of governance processes and practices. During this

information gathering phase, include an examination of governance documents, Board policies and decisions, and surveys of Board members;

• Evaluating current governance practices against both legal and Perley Rideau policy requirements, as well as against best practices in similarly situated health care corporations;

• Considering whether the documentation for governance processes reflect actual processes;

• Assessing areas where change may be appropriate; • Considering whether there are any significant gaps in the Board's governance

processes; and • Making any recommendations for change deemed necessary. In addition to Appendix A: Accreditation Canada’s Standards for Sustainable Governance, two other appendices follow that should aid the Board and the Governance Committee in auditing the effectiveness of the Board’s governance: Appendix B: Governance Review Checklist (From Ontario Hospital Association’s Guide for Good Governance) and Appendix C: The Effective Not-for-Profit Board (Notes from Deloitte, 2009).

1.7 GOVERNANCE AND PLANNING COMMITTEE

To assist the Board in the fulfillment of its governance responsibilities, it has a standing committee to advise on governance and strategic planning matters. This Committee oversees the development of the Board, its conduct and its performance. As well, this Committee advises the Board on ethics policy and corporate values, and oversees the strategic planning and strategic management processes. Its terms of reference are in Appendix B to Chapter 3 of Part 2 of this Volume.

***************

Page 195: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 9 of 23

Appendix A to Chapter 1 of Part 4

ACCREDITATION CANADA’S STANDARDS FOR

SUSTAINABLE GOVERNANCE7 FUNCTIONING AS AN EFFECTIVE GOVERNING BODY 1.0 The roles, responsibilities, and legal obligations of the governing body are defined

and followed.

1.1 The roles, responsibilities, and legal obligations of the governing body are defined and regularly reviewed.

1.2 There is written documentation that identifies the governing body’s roles and

responsibilities, as well as how those roles and responsibilities are carried out. 1.3 The governing body approves, adopts, and follows the ethics framework used

by the organization. 1.4 The governing body adopts a code of ethical conduct for its members. 1.5 There is a process to develop the governing body’s by-laws and policies and

update them regularly. 1.6 The governing body’s by-laws and policies are consistent with its mandate,

roles, responsibilities, accountabilities, and the organization’s ethics framework.

2.0 The governing body has the appropriate membership to fulfill its role.

2.1 The mix of background, experience and competencies needed in the governing body’s membership is identified.

2.2 There are established mechanisms for the governing body to hear from and

incorporate the voice and opinion of clients and families. 2.3 The governing body includes clients as members, where possible. 2.4 There is a documented process that is followed to elect or appoint the chair of

the governing body.

7 Extracted from Accreditation Canada Governance Standards – 2017

Page 196: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 10 of 23

2.5 The roles and responsibilities of the chair are described in a position profile,

terms of reference, or by-laws. 2.6 There are written criteria and a defined process for recruiting and selecting

new members of the governing body. 2.7 New members of the governing body receive an orientation before attending

their first meeting. 2.8 Each member of the governing body signs a statement acknowledging his or

her role and responsibilities, including expectations of the position and legal duties.

2.9 Members of the governing body receive ongoing education to help them fulfill

their individual roles and responsibilities and those of the governing body as a whole.

2.10 The governing body’s membership policies and/or by-laws address term

lengths and limits, attendance requirements, and compensation. 2.11 The governing body’s renewal cycle supports the addition of new members

while maintaining a balance of experienced members to support the continuity of corporate memory and decision-making.

3.0 There is a defined and formal process for decision making.

3.1 The ethics framework and evidence-informed criteria are used by the

governing body to guide decision making. 3.2 Areas where decision making is shared with government, funding authorities,

and other health organizations are identified. 3.3 The information required to support decision making is available and

accessible to the governing body. 3.4 The governing body has processes in place to oversee the functions of audit

and finance, quality and safety, and talent management. 3.5 Required information and documentation is received in enough time to

prepare for meetings and decision making. 3.6 The governing body reviews the type of information it receives to assess its

appropriateness in helping the governing body to carry out its role.

Page 197: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 11 of 23

DEVELOPING A CLEAR DIRECTION FOR THE ORGANIZATION

4.0 The governing body works with the organization’s leaders to develop the

organization’s mission statement.

4.1 The governing body works in collaboration with the organization’s leaders to develop the organization’s mission statement.

4.2 When developing or updating the mission statement, input is sought from

team members and external stakeholders, including clients, families and partners.

4.3 Government or the organization’s shareholders are regularly consulted to

confirm the appropriateness of the organization’s mandate and core services and to develop a common understanding about performance expectations.

4.4 The organization’s mission statement is regularly reviewed and revised as

necessary to reflect changes in the environment, scope of services, or mandate.

5.0 The governing body defines and models the organizational values.

5.1 The governing body works with the organization’s leaders to define or update the organization’s values statement.

5.2 The governing body collaborates with the organization’s leaders to seek input

from team members, clients, and families to define or update the organization’s values statement.

5.3 The governing body provides oversight of the organization’s efforts to build

meaningful partnerships with clients and families. 5.4 The governing body monitors and evaluates the organization’s initiatives to

build and maintain a culture of client- and family-centred care. 5.5 The governing body has a formal process to understand, identify, declare, and

resolve conflicts of interest.

6.0 The governing body oversees a strategic planning process to develop the organization’s vision and set the strategic plan, goals, and objectives.

Page 198: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 12 of 23

6.1 The governing body oversees the strategic planning process and provides guidance to the organization’s leaders as they develop and update the organization’s vision and strategic plan.

6.2 The governing body, in consultation with the organization’s leaders, identifies

timeframes and responsibility for achieving the strategic goals and objectives. 6.3 The governing body works with the organization’s leaders to conduct an

ongoing environmental scan to identify changes and new challenges, and ensures that the strategic plan, goals, and objectives are adjusted accordingly.

SUPPORTING THE ORGANIZATION TO ACHIEVE ITS MANDATE 7.0 The governing body recruits, selects, supports, and evaluates the CEO and ensures

an organizational talent management plan is in place. 7.1 The governing body oversees the recruitment and selection of the CEO. 7.2 The governing body follows a policy on CEO compensation. 7.3 The governing body develops and updates the position profile for the CEO. 7.4 In partnership with the CEO, the governing body sets performance objectives

for the CEO and reviews them annually. 7.5 The governing body supports and commits resources to the ongoing

professional development of the CEO. 7.6 The governing body has a mechanism to receive updates or reports from the

CEO. 7.7 The governing body, with the input of the organization’s leaders, evaluates the

CEO’s performance and achievements annually. 7.8 The governing body has a succession plan for the CEO. 7.9 The governing body oversees the development of the organization’s talent

management plan. 8.0 Note: All standards under item 8 refer to the process for granting and renewing

privileges to health care providers. This standard is not applicable to long-term care.

Page 199: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 13 of 23

9.0 The governing body has an effective system of financial planning and control which supports achievement of the strategic goals and objectives.

9.1 The governing body approves the organization’s capital and operating budgets. 9.2 The governing body ensures the integrity of the organization’s financial

statements, internal controls, and financial information systems. 9.3 The governing body reviews the organization’s financial performance in the

context of the strategic plan and key performance areas such as utilization, risk, and safety.

9.4 The governing body reviews and approves the organization’s capital

investments and major equipment purchases. 9.5 The governing body oversees the organization’s resource allocation decisions

as part of its regular planning cycle. 9.6 When reviewing and approving resource allocation decisions, the governing

body assesses the risks and benefits to the organization. 9.7 When approving resource allocation decisions, the governing body evaluates

the impact of the decision on quality, safety and client experience. 9.8 The governing body anticipates the organization’s financial needs and

potential risks, and develops contingency plans to address them. 9.9 The governing body addresses recommendations in financial reports and from

the CEO and the organization’s leaders.

10.0 The governing body fosters and supports a culture of client safety throughout the organization.

10.1 The governing body adopts client safety as a written strategic priority for the organization.

10.2 The governing body monitors organization-level measures of client safety. 10.3 The governing body addresses recommendations made in the organization’s

quarterly client safety reports. 10.4 The governing body regularly reviews the frequency and severity of safety

incidents and uses this information to understand trends, client and team safety issues in the organization, and opportunities for improvement.

Page 200: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 14 of 23

10.5 The governing body regularly hears about quality and safety incidents from the

clients and families that experience them.

BEING ACCOUNTABLE AND ACHIEVING SUSTAINABLE RESULTS

11.0 The governing body strengthens relationships with stakeholders and the community.

11.1 The governing body works with the CEO to identify stakeholders and learn

about their characteristics, priorities, interests, activities, and potential to influence the organization.

11.2 In consultation with the CEO, the governing body anticipates, assesses, and

responds to stakeholders’ interests and needs. 11.3 The governing body works with the CEO to establish, implement, and evaluate

a communication plan for the organization. 11.4 The communication plan includes strategies to communicate key messages to

clients and families, team members, stakeholders, and the community. 11.5 The governing body promotes the organization and demonstrates the value of

its services to stakeholders and the community. 11.6 The governing body regularly consults with and encourages feedback from

stakeholders and the community about the organization and its services. 11.7 The governing body, in collaboration with the organization’s leaders, share

reports about the organization’s performance and quality of services with teams, clients, families, the community served, and other stakeholders.

12.0 The governing body works with the CEO to reduce risks to the organization and

promote ongoing quality improvement.

12.1 Required Organizational Practice: The governing body demonstrates accountability for the quality of care provided by the organization.

Page 201: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 15 of 23

Test(s) for Compliance: 12.1.1 The governing body is knowledgeable about quality and safety

principles, by recruiting members with this knowledge or providing access to education. (Minor)

12.1.2 Quality is a standing agenda item at all regular meetings of the governing body. (Major)

12.1.3 The key system-level indicators that will be used to monitor the quality performance of the organization are identified. (Major)

12.1.4 At least quarterly, the quality performance of the organization is monitored and evaluated against agreed-upon goals and objectives. (Major)

12.1.5 Information about the quality performance of the organization is used to make resource allocation decisions and set priorities and expectations. (Minor)

12.1.6 As part of their performance evaluation, senior leaders who report to the governing body (e.g. the CEO, Executive Director, Chief of Staff) are held accountable for the quality performance of the organization. (Major)

12.2 The governing body works with the CEO and the organization’s leaders to

develop an integrated quality improvement plan. 12.3 The governing body ensures that an integrated risk management approach and

contingency plans are in place. 12.4 The governing body receives summary reports of client and family complaints

received by the organization. 12.5 The governing body monitors and provides input into the organization’s

strategies to address client flow and variations in service demands. 12.6 The governing body promotes learning from results, making decisions that are

informed by research and evidence, and ongoing quality improvement for the organization and the governing body.

12.7 The governing body demonstrates a commitment to recognizing team

members for their quality improvement work.

13.0 The governing body regularly evaluates the performance of individual board members and its performance as a whole.

13.1 The governing body publicly discloses information about its governance processes, decision-making, and performance.

Page 202: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 16 of 23

13.2 The governing body’s activities and decisions are recorded and archived. 13.3 The governing body shares the records of its activities and decisions with the

organization. 13.4 The governing body follows a process to regularly evaluate its performance

and effectiveness. 13.5 The governing body conducts or participates in an assessment of its structure,

including size and committee structure. 13.6 The governing body regularly evaluates the performance of the board chair

based on established criteria. 13.7 The governing body regularly reviews the contribution of individual members

and provides feedback to them. 13.8 Accreditation Canada Required Instrument: The governing body regularly

assesses its own functioning using the Governance Functioning Tool.

Instrument Information: 13.8.1 The governing body monitors its team functioning by administering

the Governance Functioning Tool at least once every accreditation cycle.

13.8.2 The governing body has taken action based on its most recent Governance Functioning Tool results.

13.9 The governing body prepares an annual report of its achievements. 13.10 The governing body identifies and addresses opportunities for improvement in

how it functions.

* * * * * *

Page 203: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 17 of 23

Appendix B

to Chapter 1 of Part 4

GOVERNANCE REVIEW CHECKLIST8

Checklist of Governance Practices

Status of Governance Practices & Recommendations

1. Legal Structure

a. Review of Letters Patent, Supplementary Letters Patent, Transfer Agreement? b. Date of most recent Bylaw Review and Update? c. Date of most recent Service Accountability Agreement? d. Date of most recent Governance Review?

2. Role of Corporation and Accountabilities

a. Role of the corporation (provide copies of: objects/purpose, mission, vision and values, strategic directions, etc.)?

b. Date of last strategic plan. Date of next review. c. Identify the Corporation’s accountabilities and key relationships. Is there a

formal statement of corporate accountability? Date of last review?

3. The Board’s Governance Role

I. Define the role of the Board

a. Board exercises a governance role in the following areas: strategic planning, financial oversight, risk/quality oversight, CEO and staff supervision, succession planning, communication and governance. Has the Board expressly adopted a statement of the Board’s role? Date of last review?

b. Is there an annual Board work plan?

II. Provide an outline of how the Board performs its responsibilities for the following areas of Board performance:

a. Strategic planning – ensuring a strategic plan is developed with Board participation and ultimate Board approval, ensure annual review by management and Board?

b. Oversight of management (CEO) – develop and approve CEO job description; select the CEO; review and approve the CEO’s annual performance goals; ensure succession plans are in place for CEO and senior management; exercise oversight of the CEO’s supervision of senior management as part of CEO’s annual review?

8 Based on Guide to Good Governance, by Ontario Hospital Association, p.21

Page 204: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 18 of 23

c. Quality and risk identification and management – ensure quality standards and

indicators are established and approved by the Board; ensure Board understands its role in relation to risk; ensure processes are in place for identifying risks; and that plans are developed and implemented to monitor and manage risks?

d. Financial oversight – stewardship of financial resources including setting policies for financial planning; approving annual budget; monitoring performance; approving investment policies; and approving audited financial statements?

e. Governance – the Board is responsible for quality of its own governance; the Board establishes and periodically assesses policies regarding Board conduct and processes; the Board reviews its governance structures (board size/composition, committee mandates and composition, officers, meeting effectiveness, etc.) at periodic intervals; the Board is responsible for its own succession and ongoing quality (education) and to monitor Board and individual director’s effectiveness through annual evaluations?

f. Communications and Accountability – ensure organization appropriately communicates with its stakeholders in a manner consistent with accountability to stakeholders?

4. Duties, Obligations and Expectations of Individual Directors

a. Fiduciary obligations to adhere to and observe the standard of care expected of a director and to obey the “Rules of Fiduciary Conduct”. The standard of care is to act honestly and in good faith and in the best interests of the Perley Rideau and to apply the skill and judgment that might reasonably be expected of a person with the same level of skill (special expertise must be applied). Is there a formal policy with respect to the Directors’ duties? How are Directors made aware of their duties and obligations?

b. Rules of fiduciary conduct • Avoid conflict of interest? • Corporate obedience – solidarity, board speaks with one voice? • Confidentiality? • Loyalty – act in interest of Perley Rideau as a whole and not any one group

or representative body? • Board Code of Conduct describing the rules of fiduciary conduct?

c. Attendance - Describe expectations regarding the level of attendance and participation at Board and committee meetings. How are these expectations communicated?

d. Self evaluation or peer review - Describe participation in Board and individual Director evaluation?

5. Board Governance Policies

a. Formal governance policy manual is available?

b. Date of last review?

c. Process for updating?

Page 205: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 19 of 23

6. Board Composition and Recruitment

I. Board Size and Composition

a. Identify number of elected/appointed/ex officio directors. List ex officio Directors by office?

II. Board Quality a. Is there a process to identify skills required of Board members? b. Is a Board profile or skills matrix of the current Board maintained? c. How are prospective nominees identified? Is a roster of eligible candidates

maintained?

d. How are prospective Board candidates advised with respect to the role and expectations of Directors?

e. How are prospective candidates evaluated? f. Who makes the recommendation of approved candidates? g. How are elections held at Annual Meetings?

III. Term of Offices a. Board term (initial, renewal and maximum terms)? b. Committee chair terms (initial, renewal and maximum terms? c. Other terms (initial, renewal, and maximum terms)? Identify officers

7. Officers

a. There is a clear process to select officers and committee chairs? b. Are position descriptions prepared and periodically reviewed?

8. Board Committees

a. Do committees have written mandates? b. Are committee mandates reviewed periodically? c. How are committees established? Committees are established pursuant to

governance principles? (Committees do Board work, not management work?) How are committee reports and recommendations handled by the Board?

d. Is the Audit committee comprised of independent Directors? e. Is there an Executive Committee and how does it report to the Board? Describe

decision making role for the Executive Committee?

9. Board orientation, Education and Evaluation

a. Is Board orientation mandatory? How is orientation conducted? b. Is there a written manual for new Board members? c. Is there a clear process for Directors to participate in external education

programs?

d. How is Board education conducted? e. What is the frequency of continuing education for Directors? f. Is an annual Board retreat held? Date of last retreat, attendance and agenda? g. Is there an annual evaluation of the performance of individual Directors and the

Board as a whole? Provide a copy of the evaluation tool and describe process for providing feedback and acting on results?

Page 206: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 20 of 23

10. Board Governance Policies

a. Provide sample Board agendas. Is Board work aligned with the annual Board goals and work plan?

b. Are decision items separated from information items? c. Is specific time allocated for agenda items and is time allowed adhered to? d. What is the process to bring forward Board committee’s recommendations and

reports?

e. Are meetings regularly evaluated? Using what evaluation tool? f. Are meetings open and is there a proper use of in camera sessions? g. Does the Board meet without management from time to time? h. Is there a clear policy that allows the Board to obtain independent advice (legal,

financial or other?)

Page 207: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 21 of 23

Appendix C to Chapter 1 of Part 4

THE EFFECTIVE NOT-FOR-PROFIT BOARD9

Mandate and Responsibilities

• Does the Board periodically study the documents that describe the NPO’s role and purpose? Is that role still appropriate under the current and anticipated environment and orientation of the NPO?

• Is the NPO able to effectively fulfill its role given constraints of its current resources (funds, staff, volunteers, etc.)?

• Does the Board understand the key elements essential to the NPO’s success (e.g. reputation in the community, status as a charitable organization, active support of volunteers, key employees, funding, the continuing need for its services)?

• Has the Board ensured that management has identified the potential risks that could undermine each of these key elements? Has management put processes in place to protect against each risk, particularly, the most serious and/or the most likely to occur?

• Does the Board understand the skills and expertise required to manage the NPO? • Is the Board actively involved in approving objectives for the management team and in

monitoring management’s performance? • Has the Board identified the NPO’s various stakeholders, the expectations each

stakeholder group has for the NPO, and the appropriate methods to communicate to and from each?

• Who serves as the primary spokesperson for the organization on a regular basis? In the event of a crisis?

• What internal controls exist over the use of resources, approving expenditures and investing funds? Is the Board responsible for reviewing and approving budgets? What decisions need Board approval?

• What controls are in place to ensure the integrity of management information systems? Do the current information systems supply the appropriate information to effectively manage the organization?

• How does the Board maintain objective oversight of management tasks undertaken by Board members? (For example, if a Board member serves as the NPO’s treasurer, how does the Board oversee the treasury function?)

• Has the Board articulated its responsibilities in a formal mandate and published its mandate so it can be read and understood by management and the NPO’s stakeholders?

Organization and Resources • Does the Board’s mandate describe the structure (number and qualifications of

members, Board leadership, responsibilities, etc.,) for each of its committees? Does the Board periodically review this documentation for accuracy and relevance?

9 From Deloitte Notes: 7 Feb 09

Page 208: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 22 of 23

• Do Board members have the appropriate knowledge, skills and experience and objectivity?

• Who chairs the Board and how is this person selected? Is the Board Chair independent of management? Are the Board Chair’s responsibilities clearly defined? What is the Board Chair’s term of office and what processes ensure reasonable continuity between Chairs?

• Is the Board required to select particular constituencies (e.g. must it have representatives form each region of the country?) Does this requirement affect the Board’s costs, the members selected to sit on committees, or members’ ability to attend all Board meetings?

• How long does a person normally serve on the Board? If there is a high turnover of members from year to year, what processes facilitate the continuity of policies and actions? Is there a succession plan for the Board?

• How are new Board members selected? Is there a nominating committee? Does the volunteer nature of Board membership affect its ability to attract and retain Board members, particularly in an increasingly litigious environment?

• What committees does the Board have, and who serves on each of them? Are each of the committee’s roles and duties clearly understood and periodically reviewed?

• Does the NPO have an audit and, if so, is there an audit committee? If the NPO has a combined finance/audit committee, what steps are taken to see that this committee devotes sufficient time to its audit responsibilities?

• Should there be a governance committee or should this responsibility be assigned to the nominating or other committee?

• Does the Board have an orientation program for new members to enable them to more quickly get up to speed and be able to participate effectively on the Board? Is there a continuing education program?

Information and Processes • Has the Board determined the information it needs in order to fulfill its responsibilities?

Does this information permit the Board to assess the NPO’s performance on key success factors, other than just financial ones? Has the Board conveyed to management its expectations regarding its information requirements?

• Does the organization have a mechanism to obtain input from stakeholders? How much of this information is provided to the Board?

• Does the Board receive information that enables it to assess the integrity of the systems of internal control? Does it have the opportunity to discuss legal and other compliance issues with management (such as assurances about employee wages and required source withholdings?)

• How are Board meetings structured? Has the Board translated its mandate into an effective work plan? Is sufficient time provided for an appropriate discussion of important topics? Who sets the agendas? Are meetings too long, too short or too infrequent? Do all Board members have the opportunity to participate fully at Board meetings? How well are meetings attended? If a Board member is absent from a meeting, can he/she record dissent with any decision?

Page 209: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 1 – Governance (Board Approved 06Feb2014; Rev. 03Apr2014; Rev. 07Sept2017; Rev. 03May2018) Page 23 of 23

• Does the Board maintain formal minutes of its meetings with an adequate documentation of decisions, and the reasons for them? Does the Board have access to this material for past years?

• Are resolutions and policies of a similar nature consolidated and updated on a regular basis?

Monitoring and Accountability • How does the Board currently assess its own performance, and that of its committees

and individual Board members? • Is it possible to assess the performance of Board members who serve as volunteers and

are not remunerated for Board service? • Which individuals or groups are involved in the assessment process? Is it documented? • How does the Board deal with the issues raised in its assessments in order to foster

continuous improvement? • Are Directors briefed periodically on their potential liabilities? Has the Board taken

out Directors and officers liability insurance? • Does the Board help determine the content and distribution of the NPO’s financial

statements and annual report? What information must be disclosed to regulatory authorities? To funding agencies? To other stakeholders?

Organizational Culture • What is the Board’s role and responsibility for setting the organization’s values and its

philosophies? • Does the NPO have a code of conduct that governs the behaviour of Board members,

management, staff and volunteers? Is the code understood and reflected in the NPO’s policies? Is there a policy regarding whistle blowing?

• Is the Board satisfied that stakeholders concerns have been adequately addressed and that their interests have been incorporated in the NPO’s code of conduct and value statements?

• How should the Board link its boardroom culture with the culture of the organization? Do the Board’s activities reflect the culture and code of conduct of the NPO as a whole?

• Does the organization encourage an environment in which information is exchanged freely within the NPO, while respecting confidentiality? Does an atmosphere exist in which people feel they can ask questions openly?

• Are Board members able to participate as equals and to communicate openly at Board meetings? Are they encouraged to challenge management proposals? Are dissenting views given consideration at Board meetings?

• Do Board and management set an example in exhibiting their commitment to the organization and its success?

Page 210: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 1 of 16

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 2

STRATEGIC PLANNING AND MANAGEMENT1

This chapter provides guidance for the strategic planning process, including

differentiation between Board and management responsibilities in this process. It also provides guidance for the review and assessment of progress in

meeting the strategic directions and fulfillment of the vision.

2.1 GENERAL One of the most important responsibilities of the Board of Directors is to provide general guidance and direction for the Perley Rideau. Strategic planning is the comprehensive framework for planning, setting priorities, and making decisions. Strategic planning and review is a key component of effective risk management and effective organizational stewardship. Good planning results in better communication and a better understanding of how various parts of an organization work together to produce desired results. Strategic planning deals with questions such as: What do we do? For whom do we do it? How do we excel? The Strategic Plan, management’s annual operating plan, and the capital and operating budgets are vital components of the Perley Rideau’s strategic management processes. As such they each require the approval and continuing oversight of the Board of Directors to ensure the fulfillment of the broad directions laid out in the Strategic Plan. The Strategic Plan records the decisions the Board has made with respect to its strategy intentions. The plan includes broad strategic directions and the general goals for each, as well as the rationale, analyses and background information supporting those decisions. The full strategic planning process is completed every three to five years with a planning horizon that may stretch 10 to 15 years. The strategic planning process is iterative and collaborative involving management and staff, stakeholders, as well as Board members.

1 This Chapter draws heavily from the Ontario Hospital Association’s “Guide to Good Governance”, Chapter 5.

Page 211: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 2 of 16

2.1.1 Standards for Strategic Planning Accreditation Canada has established standards for sustainable governance. In the area of strategic planning for health service providers, standards are provided for “Developing a clear direction for the organization” (standards 4, 5 and 6). These are reproduced at Appendix A to Chapter 1.

2.2 STRATEGIC MANAGEMENT

The strategic plan describes how the Perley Rideau intends to move from where it is now towards its Vision in accordance with its Mission, Values and Tolerance for Risk. In so doing, it plans to use its strengths to take advantage of opportunities, to remedy its weaknesses, and to avoid or mitigate threats. From the Strategic Plan, which typically takes a longer term view, management develops shorter term operating plans for staff and budgets for the revenues and expenditures needed to move towards the Vision. Finally, the organization monitors its progress against targets and budgets and uses the lessons it learns from experience to enhance the next round of planning and budgeting. In contemporary management, this cycle of strategic thinking, analysis, and performance review is referred to as strategic management, implying a collaborative Board and management involvement. Strategy, strategic direction and strategic management are about the “big picture” and generally involve the following: • The definition of success for the organization, including the basic framework of goals

and policies that guide the activities of the organization over the long term. • The approach to be taken to be successful, including the assignment of resources and

the development of the requisite organizational competencies; • The positioning of the organization in relation to others in the sector in terms of

whom it serves, and the programs and services to be offered. Although approval of the strategic and operating plans and the capital and operating budgets are key responsibilities of the Board of Directors, typically the Board delegates the detailed work to management and Committees. Nevertheless, the Directors should satisfy themselves that the planning and budgeting processes were properly organized, conducted and documented. A summary of Board and Management responsibilities is included in Appendix A to this Chapter.

2.2.1 Components of Strategic Management

The Board’s involvement in strategic management comprises three components:

Page 212: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 3 of 16

Strategic Framework The first is setting the strategic framework for the Perley Rideau for the long term. The key elements of this framework include the mission, the vision and the corporate values2. • Mission. Typically the mission is a short statement of the organization’s purpose:

what we do, for whom and why. The mission statement is generally broad and its fundamental content should remain relevant for a long time.

• Values. The values statement is a collection of norms, principles and commitments that the Perley Rideau believes in and plans to live by. The corporate values are enduring, with changes being more about form than substance.

• Vision. Whereas the mission statement describes the purpose of the Perley Rideau, its vision describes what the Corporation plans to accomplish or what it expects to become in the fullness of time.

Setting Medium Term Strategic Directions Consistent with the mission, vision and values, the Strategic Plan should provide a set of directions and initiatives to guide the investment of resources and effort for the next few (usually five) years. These directions may include: • A goal or time-bound vision with more substantive objectives for the Perley Rideau

for the medium term; • Strategic directions (objectives or themes) that build towards the long-term vision.

These may include changes to strategic positioning (e.g. who is to be served or what new services are to be offered);

• Defining organizational capacity and characteristics needed to succeed; • New initiatives envisaged for moving towards the new vision and strategic

positioning, and for improving the organization’s capacity and performance. The key is that these directions (themes, initiatives, objectives, etc.) involve achieving or doing something specific. They are usually measurable in that clear targets and indicators can be defined to demonstrate when the directions have been fulfilled and the intended results achieved. Approving Major Decisions Not everything important or strategic can be anticipated in the Strategic Plan. Thus, an essential element of strategic management includes the review, questioning, provision of advice to management, and ultimately the approval of unplanned major decisions facing the Perley Rideau. • Some of these decisions may relate directly to the implementation of the strategic

framework and directions;

2 The Perley Rideau’s Vision and Mission are outlined in Volume II and its Ethics and Values in Part 1 of this Volume.

Page 213: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 4 of 16

• Other decisions required may emerge between planning cycles, some of which may necessitate amendment of the long term vision or mission statements;

• In either case, the Board needs to maintain the strategic “big picture” to ensure that decisions and directions are in the best long-term interests of the Corporation.

2.3 STRATEGIC PLANNING

Strategic planning requires a disciplined, systematic process to define the purpose and direction of the Perley Rideau, recognizing the current and future state of the external and internal environment within which it operates. These duties are normally assigned to the Governance and Planning Committee, although the Board has in the past convened a Special Committee for this purpose when a major review and update of the Strategic Plan is required. Terms of Reference for the Governance and Planning Committee are in Appendix B to Chapter 3 of Part 2 of this Volume.

2.3.1 Timing How often and when should the Perley Rideau undertake such effort? Considerations relating to the timing of strategic planning include: • Strategic planning across the whole organization requires a major investment of time

and effort for research, external consultation, analysis, and deliberation by both the Board and management over typically six to eight months;

• A regular strategic planning process is an effective method for the Board to fulfill its strategic management role by: − Reviewing (and if necessary rethinking) the Perley Rideau’s strategic framework

and directions; − Annually conducting a strategic assessment of the Strategic Plan to provide any

relevant updates based on new information or events; − Facilitating management’s work for the forthcoming operational planning and

budget cycle. • Typically Perley Rideau strategic plans focus on the next five years. However, the

long-term vision and the environmental scan may look out 10 to 15 years. • A new Strategic Plan may be undertaken any time at the Board’s direction. The need

is generally indicated by: − Key assumptions of the current plan being overtaken by events; − Externally dictated changes by government. (In such cases, regardless of the

normal strategic planning cycle, Board and management will need to focus on implementing the necessary change before a new look at the long term can be undertaken.)

2.3.2 Strategic Analysis

Effective strategic analysis may comprise many elements; a few key considerations and tools are briefly outlined below.

Page 214: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 5 of 16

Situational Assessment and Environmental Scan The starting point for the strategic planning process is the existing Strategic Plan (mission, vision, values, directions, goals, etc.) as well as governmental requirements, such as changed legislation or regulations, service accountability agreements, etc. A situational assessment sets out the context for the planning from both an internal and an external perspective to include a review of the current situation, trends and forecasts of emerging trends. • The external scan should consider such factors as:

o Health sector trends; o Funding trends; o Legislative changes and possibilities; o Demographics and population health indicators; o Alternative sources of seniors’ care; o Technology trends; etc.

• The internal scan should consider such factors as:

o Recent performance indicators for care; o Financial condition and performance; o Asset and infrastructure condition; o Information technology capability and requirements; o Human capital (strengths and capacity); o Innovation and new programs; o Community and stakeholder relationships; etc.

A situational assessment using the four-box format of a SWOT (Strengths, Weaknesses, Opportunities, Threats) analysis is a useful tool for summarizing the circumstances facing the planners as revealed by the environmental scans.

Strategic Issues. From this type of global thinking, strategic issues begin to emerge. Such issues may relate to: • Common themes emerging from the situational assessment and SWOT analysis; • Significant gaps in operational performance between actual and targeted

performance, including comparisons to external benchmarks; • Key success factors warranting greater attention for the fulfillment of the long term

vision. Strategic Directions. The formulation of propositions for broad strategic action follows logically from the identification of strategic issues warranting corporate action. These proposed strategic directions should set out broad areas for action and investment in terms of time, energy and dollars. The number of directions should be relatively few, providing a few focal points for operational planning by management. They should reflect the following:

Page 215: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 6 of 16

• An updated strategic framework (vision, mission and values statements); • Each strategic direction should open doors to a number of action areas or initiatives

which will likely require extensive time to implement; • Action should start within a year, but downstream benefits may accrue primarily in

the medium to long term; • Wherever possible, specific targets should be set as a basis for measurement or

judging whether the objectives have been met. Validity of Assumptions. In formulating plausible strategic directions, the Board should challenge the validity of the implicit assumptions including such aspects as:

• Government funding levels and donor contributions; • Legislation and regulations affecting health care delivery; • Project costs and timeframes; and • Stakeholder and market response to the new initiative. Scenario Analysis. It would be impossible to anticipate and plan for every possible contingency. However, discussing the assumptions and the potential consequences and probability for each can strengthen the rigour of the planning process. By examining various scenarios of changing assumptions, the Board’s strategic directions are more likely to withstand the test of time. Scenario analysis involves asking such questions as: • What other assumptions might be appropriate? • How might things turn out under different assumptions? • How probable are the different assumptions? • What are the best and worst case scenarios? • What strategies would most likely succeed? • What alternative strategies might be suitable? Risk Assessment 3. Here, the Board’s role becomes more critical - striving to find a comfortable balance between taking advantage of opportunities and the Perley Rideau’s corporate strengths weighed against the inherent risks. The Board’s assessment of risks should take into account:

• Any risk tolerance levels specifically approved by the Board; • The Perley Rideau’s capacity for risk (including such considerations as the strength

of its finances, donor support, reputation and credibility, and the experience and competence of the staff to implement the associated change);

3 See Chapter 7 for a further discussion of Risk.

Page 216: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 7 of 16

• The spirit and attitudes of the organization and its stakeholders towards risk as well as the corporate values of the organization;

• The validity of the assumptions. Implementation Timetable and Plan Although the Board’s focus is on setting appropriate strategic directions, the Strategic Plan needs to be linked to the implementation process. Typically strategic plans include management’s implementation plan which: • Establishes a timetable for implementation; • Defines milestones or descriptions of success for successive years that can be

evaluated; • Assigns accountability for implementation; • Defines risks more specifically; and • Establishes the reporting requirements for monitoring by the Board.

2.3.3 Process Characteristics Undertaking a new Strategic Plan is a significant organizational undertaking. The many processes involved should be characterized by: • Big Picture Focus. Wading through the reams of inevitable detail can obscure the

big picture. Participants in the strategic planning process frequently require reminding of the values, vision and mission, as well as the success measurements being sought.

• Simplification. By breaking the situational assessment into major components along thematic or functional areas, the subsequent detailed operational planning can be simplified.

• Broad Consultation. Strategic planning provides an opportunity to engage the Perley Rideau’s stakeholders. Broad consultation and diverse ideas enhance the quality of assessment in mission development and garnering community support. The Perley Rideau has used formal focus groups to assist in these consultations. (But broad consultations are time consuming; balance is essential to effectiveness.)

• Open and Participative Process. As many channels of communication as practicable should be used to increase awareness, understanding and buy-in to the process and to the results. Surveys, focus groups, community consultations, email updates, newsletters, open houses and presentations all may have benefit.

2.3.4 Communicating the Strategic Plan

From a strictly governance point of view, the Strategic Plan provides the Board’s strategic direction to management. However, the Board’s role does not stop here. The Board must be prepared to participate in communicating the plan to the stakeholders who need to know the Perley Rideau’s strategic direction.

Page 217: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 8 of 16

Management should develop a coherent communications plan for getting the message out. The plan should include those aspects of the communications that will require direct Board involvement, the targeted stakeholders, the timelines, and a selection of appropriate communication vehicles (e.g. press conference, summary pamphlets, speaking engagements). The key point is that the highlights of the Perley Rideau’s Strategic Plan and progress in fulfilling its strategic directions need to be effectively communicated, demonstrating its accountability to the community it serves and its stakeholders.

2.3.5 Strategic Reviews and Assessments

Once a Strategic Plan is in place, it is a living document requiring regular reviews and updates. Management should keep the Board up-to-date on the attainment of significant milestones (or challenges) in fulfilling the achievement of the strategic directions or initiatives. Progress reports should include quantitative indicators where available. As part of its annual work cycle, the Board should comprehensively review the Strategic Plan, culminating in the preparation of a formal strategic assessment. During this process, the Board evaluates such considerations as: • Significant changes to the internal or external environment which would undermine

the validity of the assumptions implicit in the Strategic Plan (the same environmental scan items listed section 2.3.2 above pertain);

• Reported progress (or lack thereof) in fulfilling the strategic goals and objectives; • New initiatives or investments; and • The continuing suitability of the current strategic directions.

This annual comprehensive review of the Strategic Plan should be conducted prior to management’s start of its annual operational planning and budgeting cycle. At the conclusion of this review, the Board may identify major actions that are required, possibly making changes to its strategic directions, strategies or priorities. In doing so, it must consider the implications on the mission, values and vision of the organization. Further, the Board must clearly communicate any changes or implications deriving from its strategic assessment to the organization, usually via a formal presentation at the Annual Meeting of the Corporation. Even where the Strategic Plan does not change significantly, the process of revisiting it can help to re-energize, refocus and renew the organization.

Page 218: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 9 of 16

2.3.6 Annual Operating Plan4

The CEO and management develop annual operating plans and budgets based on the strategic directions contained in the Strategic Plan. These become the focus of work throughout the organization over the next twelve-month period. They will contain estimates of service demand for the year as well as objectives for improvement in key areas of corporate activity. The annual operating plan will be the basis of its yearly budget containing revenues and expenditure forecasts related to planned programs and/or volumes of service. This plan will contain more specific objectives than contained in the Strategic Plan, such as: • Expected results for each objective; • The time period during which those results will be sought; and • Criteria for measuring the achievement of those results. The annual operating plan, together with service statistics and budget forecasts are presented to the Board for review, amendment and approval.

2.3.7 Review of Strategic Planning Processes

In the year prior to commencing a new strategic planning cycle, it would behoove the Board to undertake a review of its strategic planning and management processes. A checklist for this purpose is attached at Appendix B to this Chapter.

**************

4 See Chapter 4 - Financial Stewardship for a further discussion on the Annual Operating Plan.

Page 219: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 10 of 16

(This page has intentionally been left blank.

Page 220: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 11 of 16

Appendix A to Chapter 2 of Part 4

PLANNING CYCLE AND

RELATED BOARD AND MANAGEMENT RESPONSIBILITIES The planning cycle should include as a minimum the following phases:

• Establishing the planning timetable and process; • Agreeing the strategic framework (mission, vision and values); • Conducting external and internal environmental scans; • Formulation of strategic directions; • Risk analysis, including:

o Defining and testing assumptions; o Scenario testing; o Sensitivity analysis; and o Risk mitigation measures;

• Development of strategies and alternative strategies; • Establishing key performance indicators, including financial measures; • Development of the Implementation Plan including specific performance targets; • Approval and communication of the Strategic Plan; • Regular progress reviews re implementation of the Plan; • Annual strategic assessment of the continuing suitability of the Strategic Plan; • Revision to the Plan, as necessary.

Board Responsibilities In fulfilling its responsibilities for strategic planning and management, the Board:

• Provides initial approval of the strategic planning process to be followed; • Participates in workshop style dialogues with staff at key points in the process, especially

with respect to the formation of strategic directions; • Reviews the highlights of findings of the facts and analyses at regular Board meetings; • Receives the final draft of the Strategic Plan in sufficient time to meaningfully challenge

and recommend changes to the plan; • Approves the final Strategic Plan; • Considers and approves the CEO’s Implementation Plan for fulfilling the strategic

objectives of the Plan; • Contributes (as necessary) to the communication of the plan to stakeholders; • Reviews regular progress reports on the fulfillment of the approved strategic directions; • Approves changes to the mission, values, vision and strategic directions as necessary; and • Presents an annual Strategic Assessment of the suitability of the strategic plan at the

Annual Meeting.

Page 221: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 12 of 16

Management’s Responsibilities The CEO is responsible to the Board for:

• Defining the process to be followed for the strategic planning cycle; • The conduct of the internal and external environmental scans; • Keeping the Board apprised of key developments at all stages of the Plan’s development; • Preparing the Strategic Plan, including the more detailed Implementation Plan, for Board

approval; • Communication of the Strategic Plan to stakeholders; • Preparation of the annual Operating Plan and Budget for Board approval; • Apprising the Board on a regular basis of progress on the fulfillment of key milestones or

events; and • Supporting the Board in the conduct of its annual Strategic Assessment of the continuing

suitability of the current Strategic Plan.

Page 222: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 13 of 16

Appendix B to Chapter 2 of Part 4

STRATEGIC PLANNING AND MANAGEMENT

REVIEW CHECKLIST5

POLICY AREA BEST PRACTICES Strategic Planning

1. What is the organization's vision?

• The vision clearly explains what the organization aspires to accomplish.

• The Board approves the vision. • The vision is communicated to staff, volunteers and other

stakeholders.

2. How does the organization's mission support its vision?

• The mission is compatible with the organization’s legal purposes and its vision.

• The mission clearly identifies the organization's key stakeholders and how the organization will serve them

• The Board approves the mission. • The mission is communicated to staff, volunteers and other

stakeholders.

3. What are the organization's values?

• The organization has a statement of its values. • The organization's strategies are consistent with its values. • The Board approves the values and the code of conduct. • The values and code are communicated to staff, volunteers

and other stakeholders.

4. Who are the organization's key stakeholders and what do they expect?

• The organization has identified its key stakeholders. • The strategic plan addresses stakeholder needs. • The organization operates in a way that respects

stakeholders and seeks to meet their expectations - without letting them override the organization's values.

• The organization monitors stakeholder satisfaction on a regular basis.

5. How does the organization get

the money to fund its activities and programs?

• The organization has stable, well-diversified sources of revenue.

• The organization is not overly dependent on discretionary government grants.

• The organization is prepared to deal with changes in funding levels from one or more of its sources.

5 Adapted from "20 Questions Directors Should Ask About Strategy and Planning", CICA, 2008

Page 223: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 14 of 16

6. How do events in the organization and the world outside affect our ability to achieve the vision and the mission?

• The organization considers its internal strengths and weaknesses in developing its strategic plan.

• The organization considers its external opportunities and threats in developing its strategic plan.

7. What risks does the organization face?

• The organization has identified the major risks that could affect its operations and provides reports on them to the Board.

• Management and the Board consider the risks when developing the strategic and operating plans.

• The organization has policies and procedures for managing risks.

• The Board makes time in its agenda to discuss risk. • The organization takes risks seriously and manages them

well.

8. How much risk is appropriate?

• The organization's risk tolerance policy provides a balance between too much and too little risk taking.

• The risk tolerance policy is consistent with the organization's capacity for taking risk.

• The Board approves the risk tolerance policy and reviews it at least annually.

9. How sound are the assumptions

behind the strategy?

• The strategic plan describes the assumptions on which the plan is based.

• The strategic planning process includes identifying and testing strategies using some form of scenario analysis.

10. How will accomplishments be

measured?

• There are a manageable number of quantitative and qualitative measurements that include the organization's strategic progress.

• The measurements are appropriate for monitoring the organization's performance.

• The targets are realistic.

11. How will the activities and programs support the vision and the mission?

• The strategies use the organization's strengths to take advantage of opportunities and overcome weaknesses and threats.

• The strategies are compatible with the organization's values and risk tolerance policy.

• The strategic plan links the organization's vision, mission and values to its activities and programs.

Page 224: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 15 of 16

12. What is the Board's role in planning?

• Responsibility for planning is clearly assigned to appropriate individuals and groups.

• The Board's role in planning includes approval of the strategic plan.

• The Board schedules sufficient time for effective review and discussion before approving the strategic plan.

Operational and Capital Planning and Budgeting

13. How will the organization achieve its objectives?

• The operating plan provides clear direction to staff and volunteers on how strategies will be linked to their activities in the coming year.

• The operating plan includes objectives and measurements. • The operating plan includes operating budgets. • The Board approves the operating plan.

14. How will changes in programs and activities be coordinated?

• The plans of staff departments and volunteer committees are coordinated.

• The Board considers the need for coordination in its review and approval of the operating plan.

15. What is the budget philosophy?

• The budget philosophy is compatible with the organization's risk tolerance policy (e.g. break-even, surplus or deficit?).

• The Board recognizes its fiduciary responsibility by approving a budget that is compatible with the organization's budget philosophy (e.g. conservative or aspirational)

16. What does the Board need to

know before approving the operating plan and budget?

• The budget report presented to the Board provides comparative information.

• The budget includes a cash flow summary. • The budget includes plans for investing and borrowing. • The assumptions and calculations behind the budget items

are documented. • Costs and revenues are calendarized.

17. How much will be needed for buildings, furniture, vehicles and equipment?

• The organization has a capital plan and budget. • The plan describes the costs and benefits of acquiring

capital assets. • The plan includes considerations of alternatives to

purchasing and building. • The plan includes the sources of funding for capital

projects. • The budget includes a cash flow summary.

Page 225: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 2 – Strategic Planning and Management (Board Appr. 06Feb2014; Rev. 07Sept2017; Rev. 03May2018) Page 16 of 16

Monitoring and Learning 18. How does the Board monitor

progress towards implementing the strategy?

• The Board receives regular reports that compare actual performance results to targets.

• When actual performance varies from the target, the Board is provided with explanations and any proposed responses.

19. How does the Board monitor

budgeted and actual results?

• The Board receives regular reports that compare actual year-to-date and outlook financial results to the budget and the previous year.

• When actual and outlook amounts vary from budget, the Board is provided with an explanation and any proposed responses.

20. What did we learn from our

experience? • The Board, staff and volunteers take time to learn from

experience. • The Board reviews the strategy at least once a year - more

often if necessary. • Strategies are revised on the basis of what has been learned.

Page 226: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 1 of 10

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 3

QUALITY

This chapter looks at quality from different perspectives, including the Board’s responsibilities for maintaining organizational quality and continuing improvement. It provides guidance on

quality management, performance monitoring and safety management.

3.1 GENERAL

Quality begins at the top. The Board and the CEO set the tone that determines the corporate culture of the Perley Rideau. Does that corporate culture promote the pursuit of excellence in every aspect of its activities, around the clock, year in and year out? Is quality part of every employees’ and every volunteers’ personal commitment to the Perley Rideau?

The Perley Rideau’s bottom line for quality is focused on the quality of life of its residents and clients. Its motto is: “Together, we improve the well-being of the people we serve.” In other words, quality is everybody’s business.

In the day-to-day operation of the Perley Rideau it is the staff who are responsible for the quality of the programs; however, at the end of the day it is the Board that is ultimately accountable for the quality of those operations. Thus, the Perley Rideau has a commitment to the delivery of health services that meet or exceed all applicable standards and regulations governing the provision of health care for our residents and other clients. It will actively pursue quality improvements across the entire organization.

“Quality” is a relative term that is determined by comparing inherent characteristics with a set of requirements or expectations. Quality defines how well the inherent characteristics comply with the requirements.

Not only is quality relative, it is a subjective term, dependent on the eye of the beholder. For example, from the perspectives of:

• Residents: Quality has to do with the “well-being”1 of the residents;

1 Here “well-being” means that the residents “live with dignity and security, safety and comfort, and have their physical, psychological, social, spiritual and cultural needs adequately met,” as required by the LTC Homes Act.

Page 227: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 2 of 10

• Other clients: Quality has to do with their satisfaction with services provided; • Regulatory authorities: Quality has to do with compliance with governing

standards and regulations; • Funders: Quality has to do with strong fiscal management; • Senior Management: Quality has to do with meeting operational standards within

resource allocations; • Unions: Quality has to do with ensuring contented members; • Corporate members: Quality has to do with preserving the viability of the

institution; and • Board of Directors: Quality has to do with maintaining the Perley Rideau’s

reputation with all its diverse stakeholders.

The Board of Directors must seek to satisfy all such perspectives.

Sometimes we know formally what the various perspectives are. For example, in 2008 the Ministry of Health and Long-Term Care identified five themes defining a common vision for quality in nursing homes in the province2. These are:

i. Create an environment that promotes quality of life for residents; ii. Make “home” a central part of the nursing home experience for residents and their

families; iii. Build a community that supports quality in LTC by leveraging partnerships and

creating a positive image of LTC homes for residents and staff; iv. Create a culture of quality care and improvement; and v. Develop leadership, and align incentives and resources to support the quality

vision in LTC.

3.2 ORGANIZATIONAL QUALITY

Attaining “quality” from one perspective may not be indicative of the organization’s overall health. Satisfying the quality equation from an organizational perspective requires a systematic approach – a quality management system. In other words, quality will be a reflection of the effectiveness of the organizational values and ethics, its structure, procedures and processes, as well as the resources allocated.

3.2.1 Ethics and Values

Inevitably, quality is predicated upon the ethics and values of the Perley Rideau, which are provided in Volume III Part 1 of this manual.

2 “What We Heard: Long Term Care Quality Consultation 2008: A Common Vision of Quality in Ontario Long Term Care Homes”.

Page 228: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 3 of 10

3.2.2 Board’s Roles in Quality

This Governance Guide attempts to define the requirements for the governance necessary to ensure “quality” from all perspectives at the Perley Rideau. To that end:

• The Board regularly reviews the Perley Rideau’s services to ensure that they are

consistent with the purpose of the organization and that its programs are effective and relevant to community needs.

• The Board is responsible for establishing a process and a schedule for monitoring and assessing performance in areas of Board responsibility including: o Fulfillment of the strategic directions in a manner consistent with the mission,

vision and values. o Oversight of management performance. o Quality of resident and client care. o Financial conditions. o External relations. o The Board’s own effectiveness.

• The Board ensures that management has identified appropriate measures of performance.

• The Board monitors the Perley Rideau’s operational and Board performance against Board approved performance standards and indicators.

• The Board ensures that management has plans in place to address variances from agreed performance standards and indicators, and the Board oversees implementation of remediation plans.

3.3 QUALITY MANAGEMENT

Quality management includes the activities and functions involved in the determination of quality policy and its implementation in order to sustain the desired level of excellence. There are three generally accepted elements of Quality Management: • Quality Assurance is a set of activities intended to establish confidence that the

quality requirements will be met. • Quality Control is a set of activities intended to ensure that the quality requirements

are actually being met. • Quality Improvement refers to anything that enhances the organization’s ability to

meet its quality requirements.

3.4 QUALITY IMPROVEMENT

Quality improvement is a systematic approach for making changes to lead to better patient/resident outcomes, stronger system performance and enhanced professional development. Quality improvement goes beyond product or service quality to involve everyone in the organization. It encompasses every function: clinical service delivery, strategic planning,

Page 229: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 4 of 10

administration, personnel development, communications, etc. It requires: • The commitment and direct involvement of senior management in setting quality

goals and policies, allocation of resources, and performance monitoring; • Fundamental changes in basic beliefs and practices, making quality everyone’s

business; • Building quality into all processes and practices from the outset; • Understanding and adapting to the changing needs of residents and clients, all human

resources, and external stakeholders; • Leadership so that everyone performs in the best possible manner to improve quality

and productivity; • Eliminating barriers between people and departments so that they work together to

achieve common objectives; • Providing appropriate training and education; and • Defining and monitoring meaningful performance measures.

3.5 QUALITY IMPROVEMENT PLAN (QIP)

As part of its quest for continuous improvement, the Board (through the Quality of Life and Safety Committee) works with the CEO to develop an integrated quality improvement plan. A quality improvement plan (QIP) is a documented set of quality commitments that the organization makes on an annual basis to improve quality through focused targets and actions. Such plans incorporate risk management; performance measurement, including monitoring of strategic goals and objectives; client safety; and quality improvement.

The QIP may be based on several quality dimensions, each with specific improvement targets or initiatives. An example of possible quality dimensions and objectives follows; performance measures or indicators would be specified for each item:

Quality Dimension Objective Safety Reduce infection rates.

Reduce incidence of pressure injuries. Reduce falls. Reduce use of physical restraints. Strengthen Culture of Safety Eliminate risk of resident abuse Reduce Responsive Behaviours

Resident-/Client-centred services

Enhance resident social life. Grow the Resident and Family Advisory Program Strengthen resident and family relations process Improve resident and client satisfaction.

Enabling Strengthen Quality Improvement Capacity Efficient Reduce transfers to acute care.

Reduce Pain

Page 230: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 5 of 10

3.6 QUALITY OF LIFE AND SAFETY COMMITTEE

Just as health care organizations require audit committees to oversee financial integrity, they require a quality committee to oversee the quality of services provided. The Quality of Life and Safety Committee assists the Board in overseeing and ensuring the quality of clinical care, quality of life of residents as well as safety of residents, clients, staff, volunteers and invitees at the Perley Rideau. The Terms of Reference for this Committee are in Appendix C of Chapter 3 of Part 2.

High preforming health care boards tend to share the following characteristics regarding quality performance:

• A Board Committee is dedicated to quality oversight; • They include quality as an important agenda item at most Board meetings; and • They spend a significant proportion of Board time on quality issues.

The Quality of Life and Safety Committee assists the Board in this regard. In general terms, its responsibilities include:

• Working with management to develop and implement a quality improvement plan

that is consistent with the Board-approved strategic objectives; • Reviewing and recommending quality/safety-related policies and standards; • Approving and monitoring key performance indicators compared to organizational

goals and health sector benchmarks; • Reporting on quality and safety performance to the Board; • Reviewing adverse events and root cause analyses and, if appropriate,

recommending corrective action; • Monitoring summary reports of clinical care and resident safety activities; • Reviewing management’s action plans with respect to negative variances and serious

errors; • Overseeing compliance with quality and safety-related accreditation standards; • Making recommendations to the Board on all matters related to the quality of care,

resident and client safety, and organizational culture.

A competency-based approach to the selection of members applies as much as is feasible. The Medical Director sits on the Committee to provide the necessary clinical expertise to advise the Committee. Where the necessary expertise within the Board is missing, Adjunct Advisor(s) may be appointed to this Committee.

3.7 PERFORMANCE MONITORING

A significant part of the work of the Quality of Life and Safety Committee is effective performance monitoring. (Guidelines for performance monitoring are provided at

Page 231: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 6 of 10

Chapter 8 of this Part.) Not surprisingly, many of the performance indicators pertain directly to quality of life and safety issues.

Valuable sources of information for monitoring the effectiveness of the Perley Rideau’s quality management from the perspective of the residents and clients include:

• Resident Assessment Instrument – Minimum Dataset for trends monitoring and

benchmarking; • Certification and Accreditation Surveys (MOHLTC and Accreditation Canada); • Satisfaction surveys for residents, clients, families, volunteers and staff; • Reports from Stakeholder Committees (Family and Friends Council, Resident

Councils, etc.); and • Statements of claim and complaints and their disposition.

The well-being of the Perley Rideau’s residents and clients is directly linked to several other dimensions essential to true total quality management: For example:

• Financial viability and sustainability; • Effective strategic planning; • Solid reputation and constructive external relations; • Sound management and Board governance; etc.

3.8 SAFETY IN HEALTH CARE

A growing concern in caring for older adults is having due regard to safety. Accreditation Canada standards for sustainable governance include a section requiring the Board to foster and support a culture of safety throughout the organization. (This section is reproduced in Standards 9, 11 and 12 of Chapter 1 of this Part.)

Since 2005 Accreditation Canada has been surveying evidence-based practices that mitigate risk and contribute to improving the quality of safety in health services. Their Required Organizational Practices (ROPs) for safety are organized according to the following areas: safety culture, communication, medication use, work life/workforce, infection control, and risk management.

Establishing an effective safety culture begins at the top of the organization with quality governance. A strong relationship exists between an organization’s governance functioning and client safety. Organizations with high-performing boards have been found to have significantly higher rates of compliance with ROPs. Similar relationships have been identified between the quality of the work life of the staff and client safety. Thus it is important for the Perley Rideau to carefully choose its organizational priorities as to how they may impact on safety culture and work life.

Page 232: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 7 of 10

3.8.1 Enhancing Safety in Health Care

The Board has approved a policy on the Culture of Safety for the Perley Rideau. Central to this policy is the recognition that the safety of residents, tenants, clients and their families, and those who provide care and services to them (employees and volunteers) is paramount. This policy can be found in Volume IV of this manual. Translating this organizational commitment into accountability in action can be a challenge.

Enhancing system safety can be achieved in healthcare by focusing on particular organizational characteristics, including: • Strong roles, activities, and contributions of governing bodies and senior leaders to

establish a common shared vision and culture for safety; • Consistent and effective use of evidence-based, standardized care and practices; • Ongoing measurement, monitoring, and use of process and outcome data for safety

improvements, including benchmarking, both internally over time and externally, to share important information with peer organizations; and

• A focus on enhancing reliability, and analyzing actual and potential events to develop systems that anticipate and mitigate safety risks.

3.8.2 Safety Management System

Given the complexity of issues with safety implications, a systematic approach to overseeing quality in safety management is recommended. A Safety Management Review Checklist is provided at Appendix A to this Chapter to assist in assessing the Perley Rideau’s capabilities for meeting safety expectations.

3.8.3 Safety Health of the Organization

The term safety health reflects the systemic measures put in place by the organization to defend against the unknown and is a reflection of the organization’s ability to adapt to the unknown. In effect, it reflects the organization’s safety culture. Indicators of an organization with good safety health include such considerations as: • Proactive corporate safety culture; • Investment in human resources in such areas as non-mandatory training; • Formal processes for maintaining safety databases, incident reporting and investigation,

safety communications, etc.; • Operation of an integrated safety management system (i.e. an appropriate corporate

approach to safety, organizational tools and safety oversight); • Risk-based resource allocation; • Strong internal two-way communication in terms of openness, feedback, reporting

culture and dissemination of lessons learned; and • Safety education and awareness in terms of data exchange and safety promotion.

**************

Page 233: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 8 of 10

(This page has intentionally been left blank.)

Page 234: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 9 of 10

Appendix A

to Chapter 3 of Part 4

SAFETY MANAGEMENT REVIEW CHECKLIST

Audit Area Status of Safety Management

Organization and Planning

• Managers have been assigned specific responsibilities for organization-wide safety management.

• Terms of reference for all managers identify specific safety responsibilities.

• A designated group of experienced operational staff regularly meets with senior management to review safety issues.

• This group has a realistic strategy and implementation plan for safety improvement.

Commitment to Safety

• The CEO is personally committed to improving all aspects of organizational safety (for residents and clients, staff and volunteers, etc.)

• The CEO and the Board have approved the Perley Rideau's safety policy.

• Senior management has approved the quality improvement plan, which includes a focus on safety.

• Management promotes a positive safety culture and demonstrates a trusting (non-punitive) approach to safety violations.

• Sufficient resources are allocated for critical safety requirements. • Safety performance is regularly evaluated.

Hazard Identification

• An effective safety occurrence-reporting program is functioning for staff, volunteers, families and friends to report safety incidents, near misses, and unsafe situations or conditions.

• Training and promotional information is available to support the occurrence-reporting program.

• All identified hazard data are systematically recorded, stored and analyzed.

Safety Analysis Capability • Procedures and resources are in effect for competent analysis of safety

issues. • Hazard information and quality performance data are routinely

monitored (trend analysis, etc.) • Safety analysis is routinely used to identify and evaluate systemic

safety risks.

Page 235: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans' Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 3 – Quality (Board Approved 06Feb2014, Rev. 07Sept2017; Rev. 04Apr2019) Page 10 of 10

Risk Management

• Management analyzes all identified safety hazards and, if warranted, recommends viable risk control measures.

• Management takes specific action to reduce, eliminate or avoid the risks. • Staff are apprised safety actions taken.

Safety Promotion and Training

• All personnel receive safety training and participate in specific ongoing training for safety management.

• Appropriate means are used for effectively disseminating safety information and promoting safety.

• Staff understand that safety management has nothing to do with attributing blame.

Safety Oversight and Performance Evaluation

• Safety performance indicators have been agreed and realistic safety targets set.

• The Performance Monitoring system includes reporting on safety issues. • Regular safety audits are conducted for all operational areas (including

activities of contracting agencies). • The safety program's effectiveness is regularly evaluated to ensure that

desired safety outcomes are being achieved.

Page 236: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 1 of 14

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 4

FINANCIAL STEWARDSHIP

This chapter provides a primer on the Board’s role in financial statements, internal controls and the audit process, and outlines basic building blocks for effective financial stewardship.

4.1 GENERAL Sound financial stewardship is fundamental to the fulfilment of the Board’s fiduciary responsibilities. Although the Board recruits some Board members with professional qualifications and experience in financial accounting and auditing, regular Board members often are relatively unfamiliar with the measures necessary for financial sustainability and accountability. This chapter addresses some of the financial fundamentals and a framework for approaching financial stewardship.

4.1.1 Financial Stewardship1

The Board is responsible to review and approve the annual operating and capital budgets; for ensuring that adequate financial resources are secured; ensure development of financial management and inventory control systems to properly record financial transactions and control assets; monitor efficient use of resources; and, ensure the establishment of proper financial controls and policies.

4.1.2 Standards

Accreditation Canada has prescribed a set of standards for governing bodies of health service providers in Canada, including standards for financial planning and control, as well as for the allocation of resources. The standards can be found in Appendix A to Chapter 1 of this Part; standards related to financial stewardship are found under section 9. The Board is responsible for ensuring that these standards are met.

4.1.3 Audit and Risk Management Committee

To assist the Board in achieving its financial stewardship responsibilities, it is supported by the Audit and Risk Management Committee. The Terms of Reference

1 From “Governing for Results: A Director’s Guide to Good Governance”, Mel D. Gill, 2005

Page 237: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 2 of 14

for this Committee are reproduced at Appendix D to Chapter 3 of Part 2 of this Volume.

4.2 FUNDAMENTALS

To assist new Board members in understanding effective financial stewardship, following is a primer on terminology.

4.2.1 Assets Assets comprise the physical plant and equipment, cash reserves and even the Perley Rideau’s reputation. The Board collectively is responsible for ensuring that all assets are prudently managed and safeguarded. All Board members and Committees share in this responsibility. In particular, failure to renew and update plant and equipment, depletion of cash reserves, overly optimistic plans and projects, or an erosion of public goodwill will compromise the Perley Rideau’s long-term viability. While trust and respect are essential to the Board-management relationship in fulfilling these responsibilities, blind trust in the CEO’s budget and reporting practices may damage the Board’s credibility and the sustainability of the Perley Rideau.

4.2.2 Liabilities

A liability is an obligation on the Perley Rideau arising from past transactions or events, the settlement of which is expected to result in an outflow of the Corporation’s assets yielding economic benefit to the holder of the obligation. A liability may be of many forms; for example: • Borrowing from persons or banks for improving the business or performance of

the Perley Rideau for either the short or the long term; • Contractual obligations to provide a service or an asset over a specified period

or at a predetermined date (such as negotiated pay and benefits agreements, the obligations of the LTC Home Service Accountability Agreement with the LHIN, etc.);

• Other obligations resulting in a duty or responsibility to comply with little or no discretion to avoid settlement (such as fines or loss of a lawsuit.); or

• Outstanding obligations from past transactions or events that still obligate the Corporation to pay.

Liabilities need not be legally enforceable; but can be based on equitable obligations or constructive obligations. An equitable obligation is a duty based on ethical or moral considerations – such as the Perley Rideau’s practice of providing pay increases for non-unionized employees comparable to those of unionized employees. A constructive obligation is an obligation that is implied by a set of circumstances in a particular situation, as opposed to a contractually based obligation.

Page 238: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 3 of 14

4.2.3 Unfunded Liabilities

Unfunded or contingent liabilities can lead to bankruptcy. Unfunded liabilities may occur when contractual obligations exceed the organization’s revenue generating capacity. Commitment to major projects with inadequate project funding, the cumulative effect of sick leave or unplanned buyouts for laid off employees, etc. with insufficient cash reserves or contingency funding, all may lead to such a cash crunch - especially if a major cut in the Perley Rideau’s core funding occurred in the same time frame.

4.2.4 Financial Statements

Three different financial statements are fundamental to the Board’s financial stewardship of the Perley Rideau. Each is prepared by management, reviewed and recommended by the Board and is ultimately approved by the Corporation at the Annual Meeting. The three financial statements are: • Statement of Financial Position (formerly called the Balance Sheet) reflects the

organization’s overall financial situation at a point in time. It portrays the organization’s assets balanced against its liabilities and net worth. Assets include all the things of value owned by the Perley Rideau. Liabilities represent the organization’s obligations to creditors; i.e. what it owes. (Contributions that have not yet been amortized are considered to be owing.) Net assets are the difference between what the Perley Rideau owns and what it owes; i.e. it represents the Perley Rideau’s own investment in the Corporation, its “worth” and may be positive or negative.

• Statement of Revenues and Expenditures (over a period of time) summarizes

the Perley Rideau’s revenues and expenditures incurred during the period. Revenues include the actual income received plus any contributions that have been amortized during the period (usually a year). Expenditures include all payments for goods and services during the year, plus that portion of long-term assets recognized as expenses during the year (such as depreciation on the physical plant).

• Statement of Cash Flow. Essentially, the cash flow statement is concerned with

the flow of cash in and cash out of the Perley Rideau. It is an indication of the organization’s solvency. It shows how changes in the Perley Rideau’s accounts and income as reflected in the Statement of Financial Position affect the Corporation’s actual cash and cash equivalents position over a defined period of time. Starting with the difference between revenues and expenses, this statement adds back those expenditures that did not require cash during the year (such as depreciation) and subtracts those revenues that did not involve cash during the year (such as those contributions which were amortized during the year.) The net result represents the cash and cash equivalents available to the Perley Rideau

Page 239: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 4 of 14

at the end of the year. As an analytical tool, it is useful in determining the short-term viability of the organization, particularly its ability to pay its bills.

4.2.5 Annual Operating Budget

The annual operating budget (revenues vs. expenditures) and operational plans that are approved by the Board form the Board’s basis for monitoring current year financial performance. These are always reviewed in the context of recent history and future projections. The Board receives and reviews regular reports (at least quarterly) from management on year-to-date actual revenues and expenditures with projections for the balance of the fiscal year. In this way, the Board avoids surprises, keeping the organization on track for the budget plan and anticipating any budget shortfalls or surpluses. In this monitoring function, the Board satisfies itself that management’s reports would stand up to rigorous outside scrutiny and professional audit. In this regard, the Board is responsible for ensuring that the Perley Rideau’s accounting practices conform to ‘Canadian Generally Accepted Accounting Principles (GAAP)’, that professional audits are conducted at least annually, and that problems identified in previous audits have been corrected (or that there is sound financial argument for disagreement with particular recommendations).

4.2.6 Internal Controls

Internal controls are the systems of policies and procedures that protect the assets of the Perley Rideau, create reliable financial reporting, promote compliance with laws and regulations and achieve effective and efficient operations. These systems are not only related to accounting and reporting but also relate to the Perley Rideau’s communication processes, internally and externally, and include procedures for:

• Handling funds received and expended by the organization; • Preparing appropriate and timely financial reporting to Board members and

officers; • Conducting the annual audit of the organization’s financial statements; • Evaluating staff and programs; • Maintaining inventory records of real and personal property and their

whereabouts; and • Implementing personnel and conflicts of interest policies.

Financial Audit

An audit is an examination and evaluation of policies, procedures, and systems to ensure the reliability and integrity of information; compliance with policies, plans, laws, and regulations; the safeguarding of assets; and the economical and efficient use of resources. The auditing activity is broadly defined as a process to provide reasonable assurance of the achievement of the following objectives:

Page 240: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 5 of 14

i. Effectiveness and efficiency of financial operations; ii. Reliability of financial reporting; and iii. Compliance with applicable laws and regulations. Auditing may be conducted internally or externally. The Perley Rideau at present does not have a system in place for conducting internal audits. Rather, an external audit is conducted annually and is focused on an examination of the statement of financial position as prepared by management of year-end. The auditors render an opinion based on their examination of the statements of revenues and expenditures, changes in net assets and cash flows. Although the auditors may bring to the Board’s attention particular issues regarding internal controls, they do not provide an opinion on the adequacy of these controls. The Board must ensure that management has established and implemented effective internal controls for the maintenance of the continued financial viability of the Corporation.

4.3 FRAMEWORK FOR FINANCIAL STEWARDSHIP

Effective financial stewardship at the Perley Rideau is built upon six basic building blocks:

4.3.1 Organization

To some extent, how the Perley Rideau structures its human resources and responsibilities is a derivative of the legislative and regulatory requirements as well as the By-Laws. However, the devil is in such details as: • Authorities. These are clearly defined in terms of signing authorities and

spending limits, and formal reporting lines are established and respected. The terms of reference for the Chairman and Officers of the Corporation and the CEO are also clearly defined. The CEO is accountable to the Board for the management of day-to-day financial operations. See Appendix A to this Chapter for a description of the CEO’s responsibilities with respect to financial stewardship.

• Personnel. Management has sufficient staff with appropriate credentials and

work experience for overseeing the day-to day financial management of the Corporation.

• Audit Committee. An Audit and Risk Management Committee of the Board

oversees the effective utilization and safeguarding of the Perley Rideau’s assets in the fulfilment of its mission and the sustainability of its financial health.

Page 241: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 6 of 14

• Financial Competence of Directors. A sufficient number of Board members with professional financial credentials and significant financial work experience are recruited to provide financial leadership for the Board. In addition, the Board ensures that Board members have adequate training and orientation in the fundamentals of financial management to contribute to the challenge and review processes for all Board deliberations of financial matters. Notwithstanding the foregoing, the Board will seek outside professional financial counsel when deemed necessary.

4.3.2 Planning

Effective financial stewardship begins with sound financial planning, meaning:

• Strategic Management. All financial planning is supportive of the Perley

Rideau’s values, vision, mission and strategic objectives. The Board in collaboration with management follows a regular cycle of strategic thinking (reviewing the corporate values, vision and mission), analysis (of the current and projected operating environment, threats and opportunities) and performance review (measured against specific targets and budgets). All major decision making with strategic implications (whether planned or unplanned) is weighed against the long-term interests of the Perley Rideau. (For guidance on strategic management, see Chapter 2, Part 4, of this Volume.)

• Securing Financial Resources. The Board is directly responsible for ensuring

that adequate revenues are secured for the effective operation of the Perley Rideau and for its long-term sustainability. Normally, the Board delegates authority to management for the negotiation of funding formulae with government funders and setting the operational priorities for revenues from the Foundation, as well as for securing and managing sundry revenue enhancement sources. However, as with many other governance matters, the CEO and Board work in full partnership to ensure that the necessary revenues are secured.

Board vigilance is required to maintain organizational credibility, monitor trends, anticipate problems and manage risks. The Board reserves the authority to approve all new funding initiatives (e.g. project grants, fees for service, and new funding streams).

• Operating Plan. Based on the strategic directions contained in the Strategic

Plan, management prepares an annual Operating Plan that contains more specific objectives than contained in the Strategic Plan. The Board challenges and approves the Operating Plan. These objectives become the focus of work throughout the Perley Rideau over the next twelve-month period. They will contain estimates of service demand for the year as well as objectives for improvement in key areas of corporate activity.

Page 242: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 7 of 14

The operating plan will contain such details as: o Expected results for each objective; o The time period during which those results will be sought; and, o Criteria for measuring the achievement of those results. The annual operating plan, together with service statistics and budget forecasts are presented to the Board for review, amendment and approval.

• Operating Budget. The annual operating plan provides the basis of the Perley

Rideau’s annual budget containing revenues and expenditure forecasts related to planned programs and/or volumes of service.

• Capital Budget. In addition to the Operating Budget, management prepares an annual capital budget for approval by the Board. The capital budget addresses such longer-term requirements as major maintenance and upgrade of plant and facilities, equipment replacement, new capital projects, etc. Capital budgeting requires consideration of such aspects as net present value and equivalent annuity values for paying off major initiatives, return on investment, etc.

4.3.3 Policies, Process and Guidelines

Policies, Process and Guidelines provide the lubricant to keep the financial machinery running smoothly. For example:

• Administrative. All financial administration policies, accounting systems,

internal financial standards, management authorities, controls and practices are established and maintained in accordance with legal and regulatory requirements. Furthermore, they are well documented and are diligently applied, reviewed and updated as necessary to ensure effective financial operations.

• Internal Controls. A primary responsibility of Directors and Officers is to

ensure that the Perley Rideau is accountable for its programs and finances to its government regulators, its residents and clients, staff, corporate members, donors, and the public. Accountability requires that the Perley Rideau comply with all applicable laws and ethical standards; adhere to the organization’s mission; create and adhere to conflict of interest, ethics, personnel and accounting policies; protect the rights of members; prepare and file its annual financial report to the appropriate regulatory authorities and make the report available to all members of the Board and any member of the public who requests it. The development and maintenance of the Perley Rideau’s internal controls help to fulfill this accountability; an example is the Perley Rideau’s policy on Delegated Signing Authority.

Page 243: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 8 of 14

• Contracting. The Perley Rideau has defined procedures for approving contracts with consultants and suppliers, including securing competitive bids. Management has defined spending limits and contractors must be qualified and eligible to bid and be free from conflict of interest, etc. All contracts must be capable of withstanding outside scrutiny. The Board will approve contracts of a defined size.

• Investment and Borrowing. The Board ensures that the Perley Rideau has a

prudent investment policy (The Ted Gordon Investment Policy, BOARD-2016-01) in effect taking account of the financial capacity of the organization. The Board also establishes the terms and conditions for any borrowing on the credit of the Corporation (as per article 16 of the By-Laws). The Board annually reviews the terms of its short- and long-term debt to assess liabilities and potential risks.

• Insurance. As part of its risk management program, inter alia the Board

annually reviews the terms and adequacy of insurance coverage for the Perley Rideau, including indemnification for Directors (as per article 10 the By-Laws).

4.3.4 Performance Monitoring

Performance Monitoring is an essential element of financial stewardship and risk management. Few aspects of the Perley Rideau operation are better suited to quantifiable or measurable performance indicators as the financial indicators such as surplus/deficit, profit/loss, etc. The availability of audited financial statements and other routine financial records facilitate the analysis of trends, the setting of realistic financial objectives, etc. Meaningful performance indicators and realistic financial benchmarks and targets are applied for measuring the efficient use of the Perley Rideau’s financial resources. • Reporting. The Board is regularly provided adequate information to assess the

financial performance of the Corporation and the integrity of its internal reporting and control systems. It periodically reviews financial statements (actual revenues and expenditures) against budget, assesses trends and identifies adjustments deemed necessary for exceptional expenditures.

• Risk Management. The Perley Rideau follows a coherent framework of policies

and processes for managing risks (including financial risks) across the entire enterprise. These include: promoting a culture of risk awareness, identifying and assessing risks that could affect the achievement of the strategic objectives, and learning from the Perley Rideau’s experience. Sound financial policies and procedures (as established herein) minimize the potential for financial loss. For policies and guidance on the Perley Rideau’s enterprise risk management, see Chapter 7, Part 4, of this manual.

Page 244: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 9 of 14

4.3.5 External Financial Audit As required by law and by the Perley Rideau By-Laws, the Corporation selects an external auditor to conduct an annual financial audit for approval by the corporate members. The Board determines the terms of reference for and the performance of the external auditors, reviews the audit results, ensures that the financial statements are fairly presented in all material aspects in accordance with generally accepted accounting principles, meets with the auditors independently from the CEO and considers the auditors’ management letter, and directs necessary follow-up actions with respect to the auditors’ findings.

4.3.6 Accountability

Maintaining the integrity of the Perley Rideau, thereby ensuring its continued viability requires strict financial accountability. Some aspects of this public accountability derive from legislative requirements, others from a corporate culture of openness. • Reporting. Management provides the Board with accurate, comprehensive, and

timely information. All financial, organizational, and program reports shall be complete and accurate in all material respects. The Perley Rideau promotes a culture of openness and duty whereby employees or volunteers feel free to report any evidence of fraud or financial impropriety to the Board or the Audit and Risk Management Committee without fear of sanction of any form.

• Public Disclosure. Little inspires confidence in and willingness to work

together with the Perley Rideau more than openness in the disclosure of information that need not be protected (even if it is unfavourable information). Therefore, basic operations and financial data, including approved budgets, revenues and expenses versus budget, and audited financial statements are posted on the Perley Rideau website. In addition, the financial statement as presented by the external auditors is formally presented at the annual Meeting of the Corporation. Further, public disclosure of information is supported by a policy on Disclosure of Information that is found in Volume IV of this manual.

4.4 REVIEW OF FINANCIAL STEWARDSHIP

The Review Checklist for Financial Stewardship at Appendix B provides further guidance for the Audit and Risk Management Committee and the Board in its oversight role for the financial stewardship of the Corporation.

**************

Page 245: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 10 of 14

(This page has intentionally been left blank.)

Page 246: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 11 of 14

Appendix A

to Chapter 4 of Part 4

CEO’S RESPONSIBILITIES RE FINANCIAL STEWARDSHIP2

1. Prepare the annual budget for consideration by the Corporation's Board.

2. Manage the operation of the Corporation's programs within the approved budget, subject

to variance in demand and exceptional circumstances. 3. Provide periodic expenditure forecasts and financial reports to the Board. 4. Ensure the development of systems for monitoring and controlling expenditures within

approved budget levels. 5. Secure, with the assistance of the Board, the resources necessary to implement and

maintain the Corporation’s programs. 6. Provide periodic reports as required to funding authorities. 7. Ensure the development and maintenance of "risk management" policies and procedures

that will minimize financial, public relations and other liabilities for the Corporation, its Board, staff, volunteers, agents and clients.

2 From “Governing for Results” Mel D. Gill, 2005

Page 247: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 12 of 14

(This page has intentionally been left blank.)

Page 248: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 13 of 14

Appendix B to Chapter 4 of Part 4

REVIEW CHECKLIST FOR FINANCIAL STEWARDSHIP3

1. Internal Controls: Does the Perley Rideau have procedures for:

a. Handling funds received and expended? b. Preparing appropriate and timely financial reporting to Board members and

officers? c. Conducting the annual audit of the Corporation’s financial statements? d. Evaluating staff and programs? e. Maintaining inventory records of real and personal property and their

whereabouts? and f. Implementing personnel and conflicts of interest policies?

2. Implementation and Monitoring of Internal Financial Controls: Does the Perley Rideau have and implement agreed procedures for:

a. Monitoring Assets including:

i. Preparing an annual budget and periodic reports? ii. Signing and recording cheques? iii. Receiving, recording, and securing all income, grants, contributions cash,

and any other receipts? iv. Requisitioning, authorizing, verifying, recording and monitoring all

expenditures? v. Accessing, inputting and changing electronic data maintained by the Perley

Rideau, and creating and maintaining an effective off-site, records back up system?

vi. Providing for regular oversight by the Audit and Risk Committee? vii. Reporting any allegations of fraud or financial improprieties? viii. Ensuring that timely and appropriate reports are distributed to all Directors

and officers? ix. Approving contracts, including securing competitive bids? x. Clearly identifying the responsibilities of all individuals working for the

Perley Rideau, including staff, Directors, volunteers and contractors, and maintaining a current organizational chart?

xi. Preparing for the annual audit? xii. Maintaining and overseeing a prudent investment policy? xiii. Complying with all governmental and other reporting requirements?

3 Adapted from “Internal Controls and Financial Accountability for Not-for-Profit Boards”, Attorney General Andrew Cuomo, New York, NY

Page 249: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 4 – Financial Stewardship (Board Appr. 06Feb2014; updated 11May2017; Rev. 03May2018) Page 14 of 14

xiv. Meeting obligations to stakeholders for communicating the Corporation’s annual financial statement?

b. Definition of Roles including:

i. Maintaining up-to-date job descriptions for all positions, including staff, Directors and other volunteers?

ii. Clearly communicating the Board’s expectations of the CEO?

c. Human Resources Policies including vacation and sick leave, ordinary and overtime compensation, other benefits, grievances (including protection for “whistle blowers”?

d. Training including orientation for new Directors as well as staff training on

financial controls? e. Maintaining and overseeing its Code of Ethics and Conflicts of Interest Policies? f. Sustaining an effective Audit Committee including:

i. Committee selection requirements, appropriate terms of reference, etc.? ii. Selection of the independent external auditor? iii. Meeting with the independent external auditor to discuss their findings? iv. Evaluating recommendations for any necessary changes? v. Confirming all federal and provincial taxes and other deductions have been

actioned? vi. Periodically reviewing insurance requirements? vii. Reviewing any legal matters that could affect the Corporation’s financial

position?

g. Reviewing systematically the Corporation’s governance structure, procedures and programs?

Page 250: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 1 of 13

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 5

HUMAN RESOURCES STEWARDSHIP1

This chapter defines key areas of Board responsibility for Human Resources (HR) and provides guidance to the Board for overseeing HR policies and practices and for the periodic review and audit of the effectiveness of the Perley Rideau’s HR stewardship.

5.1 GENERAL

As part of its responsibility for the long-term sustainability of the Perley Rideau, the Board provides oversight to all resource management including Human Resources (HR). The Perley Rideau’s staff and volunteers are fundamental to the fulfillment of the organization’s mission – a true sine qua non. A full complement of trained and competent staff, volunteers and contracted service providers is essential to the quality of life for the residents and clients of the Perley Rideau.2 Broadly speaking, HR has to do with the building and preservation of human capital. This includes such key HR functions as:

• Maintaining awareness of and compliance with governing legislation and

regulations impacting on HR; • Recruitment and selection of personnel, retention and succession planning; • Employee record keeping and confidentiality; • Organizational design and development; • Business transformation and change management; • Performance and behaviour management; • Industrial and employee relations; • Workforce analysis and personnel data management; • Compensation and employee benefit management; • Training and development (learning management); and • Employee motivation and morale-building (employee retention and loyalty).

1 Much of this Chapter was adapted from “20 Questions Directors of Not-For-Profit Organizations Should Ask About Human Resources”, Canadian Institute of Chartered Accountants, 2011. 2 These personnel account for approximately 80 percent of the Perley Rideau’s operating budget.

Page 251: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 2 of 13

The intent of HR management is to create a workplace where:

• Staff and volunteers value their work experience at the Perley Rideau; • Legal requirements are met; • Best practices appropriate to the organization are documented and implemented; • Management decisions and action are consistent, uniform and predictable; • Individuals and the organization are protected from the pressures of expediency;

and • Organizational values are promoted.

5.1.1 HR Management Policy Framework3

Managing the day-to-day aspects of maintaining an effective workforce is essentially the domain of the CEO. It is management’s responsibility to develop and implement policies and procedures for meeting legislated work requirements and fulfilling the mission and strategic directions of the Perley Rideau in consonance with its ethics framework and its core values. In developing the Perley Rideau’s operational policies for HR management, the following principles should be met: • Reinforce compliance with legal requirements. • Support active and positive approaches to working with employees. • Contribute to a fair and equitable work environment. • Support organizational excellence in governance and accountability. • Act as a foundation for individual learning and organizational improvement. • Provide tools that will build organizational capacity, credibility and effectiveness by

supporting: o Current and future employees in their work and career; o Donors and funders in identifying the Perley Rideau as an organization with a

demonstrable commitment to excellence in employee relations; o Potential partners gauging the Perley Rideau’s sustainability; etc.

5.1.2 Board Responsibilities

The Board of Directors has three key areas of responsibility with respect to human resources. • Relationship with the Chief Executive Officer. The Board is responsible for all

aspects of the relationship with the CEO including selection and hiring, support and performance management, succession planning and replacement.

3 Adapted from “HR Management Standards”, HR Council for the Voluntary & Non-Profit Sector, 2009

Page 252: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 3 of 13

• Compensation. The Board is directly responsible for setting the compensation of the CEO. In addition, the Board approves the overall compensation philosophy of the Perley Rideau.

• Oversight of HR Management. The Board is responsible for overseeing the establishment of the Perley Rideau’s HR policy framework that governs all of the organization’s human resources necessary to fulfill the Perley Rideau’s strategic objectives.

5.2 CHIEF EXECUTIVE OFFICER (CEO) The importance of the Board’s relationship with the CEO is so vital to the operating effectiveness of the Perley Rideau that a separate chapter is devoted to the subject (see Part 3 – Executive Authority, Chapter 1, Chief Executive Officer).

5.3 COMPENSATION

Most Perley Rideau employees are unionized, many on contracts dating back before the Health Centre was designated a Long-Term Care home. The Perley Rideau participates in these union contract negotiations. However, the Perley Rideau has relatively little influence in setting compensation philosophy and practices for such unionized staff. Nevertheless, the Board is responsible for overseeing the compensation philosophy and practices of the Perley Rideau. In this it is guided by the following principles for deliberating compensation matters including:

• Compensation is effective in that it is consistent with the Perley Rideau’s strategic

objectives; • Compensation is responsible in terms of value and cost, reflecting a wise use of the

Perley Rideau’s resources; and • Compensation is defensible in that it can be explained and justified to stakeholders. • Compensation will be benchmarked to compare the Perley Rideau’s compensation

practices with similar LTC homes and health care facilities; • Overall, Perley Rideau compensation should reflect internal equity such that

similar roles within the Perley Rideau are compensated in a similar manner. To this end, the Perley Rideau has awarded pay increments for non-unionized employees that are consistent with negotiated gains in pay and benefits achieved by unionized groups.

• Compensation will be set in consideration of non-monetary benefits such as working environment, flexible hours, and opportunities for development.

5.4 OVERSIGHT OF HR MANAGEMENT

The third element of the Board’s responsibilities for human resources is overseeing the HR policies and practices of the Perley Rideau. While this is largely an oversight function, there are some elements, such as setting the “tone at the top” for which the Board has primary responsibility. The Board approves HR policies that have legal

Page 253: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 4 of 13

implications for the Perley Rideau or may adversely affect the Perley Rideau’s reputation (e.g. compensation guidelines, screening criteria, discipline and terminations, harassment, etc.) The Board is assisted in its oversight of HR Management by three Committees. a) The Audit and Risk Management Committee attends to all financial matters of

potential Board concern pertaining to those aspects of Human Resources affecting the financial viability of the Corporation (e.g. contracting, pay and benefits, severance benefits, long term HR requirements, etc.).

b) The Quality of Life and Safety Committee attends to all matters of potential Board concern pertaining to the interface of staff, contractors and volunteers with residents and clients which affect or could affect their quality of life or safety (e.g. credentials, training and development, plant and equipment, operational practices, service delivery, discipline, etc.).

c) The Stakeholder and Community Relations Committee reaches out to communities of service providers and focuses on relationship building. This may entail providing counsel to other Committees on how best to interface with such entities when developing formal partnerships, negotiating contracts, etc.

5.4.1 Tone at the Top

The Board sets a tone at the top, which establishes a corporate culture of ethical practices and behaviour. Board members do this by ensuring that their own behaviour meets the highest ethical standards, and by requiring the same of the CEO and other senior staff. The Perley Rideau has codified the expected behaviour governing all transactions involving the Perley Rideau in Part 1, Ethics and Values, and Part 2, Chapter 4, Directors – Duties, Obligations and Liabilities, of the Board’s Governance Guide.

The Perley Rideau’s Code of Ethical Conduct and Core Values apply to all paid employees, volunteers, and anyone doing business at the Perley Rideau, and are therefore key vehicles for:

• Setting the boundaries of acceptable behaviour; • Informing employees, volunteers, consultants, contractors, and suppliers doing

business with the Perley Rideau of expectations regarding acceptable behaviour; • Reducing the risk and costs of fraud, conflicts of interest and other ethical

deviations; and • Providing the basis for sanctions against those that deviate from these codes.

Appropriate screening of both paid staff and volunteers is most important to the maintenance of these high ethical standards. When recruiting new Board members, paid employees, consultants and volunteers, they should be apprised of the Code of Ethical Conduct and Core Values, with the expectation that they will be respected. If warranted, appropriate criminal background checks should be required as a condition of paid

Page 254: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 5 of 13

employment and for some volunteers. In addition they are expected to sign conflict of interest declarations and confidentiality agreements.

5.4.2 Laws and Regulations Governing HR Although management is responsible for the details of implementing the applicable laws and regulations for sound HR governance, the Board has a responsibility in overseeing compliance. A wide range of laws and regulations (federal and provincial) govern the workplace raising a parallel set of potential concerns to Board members. Sample areas for consideration include: • All employees are eligible to work in Canada; • All required source deductions are being budgeted and paid for (e.g. CPP, EI,

income tax, workers’ compensation, etc.); • Employment records are being maintained in accordance with current requirements; • All employment standards are being fully respected (e.g. minimum wages,

vacations, hours of work and overtime, record keeping, etc.); • Human rights are being respected (e.g. with respect to discrimination, harassment,

and workplace accessibility); • All relevant occupational health and safety requirements are being fully

implemented (e.g. safety precautions, equipment and training, etc.); • All corporate policies are being adhered to.

5.4.3 Potential Liabilities for Board Members

Organizations that fail to meet their obligations to employees can face serious investigations and lawsuits, fines and sanctions against the organization. There are some laws under which Directors could be held liable for failing to meet their obligations. Example areas of potential liability for individual Board members include failures to meet the HR obligations of:

• Long-Term Care Homes Act; • Income Tax Act (e.g. failure to make required deductions); • Occupational health and safety legislation (e.g. failure to implement basic health

and safety precautions); • Employment standards (e.g. unpaid wages and vacation pay, unlawful dismissal). Employee Terminations. Another major area of potential liability to the Perley Rideau and of concern to Board members includes termination of employees. The concomitant costs of terminations can be significant in terms of money, employee morale and reputation. Although termination of an employee is the prerogative of the CEO, he/she may seek the counsel of the Board – particularly if there are significant numbers of layoffs required.

Page 255: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 6 of 13

(The Board may also find itself in a position of having to terminate its relationship with the CEO.) Terminations may be of two types: • Termination for Cause. When an employee engages in conduct that can be legally

justified as cause for termination (including misconduct or continuing performance problems), the Perley Rideau has the right to terminate the employment relationship immediately with no notice or payment in lieu of notice. In such cases, legal advice may be wise before proceeding with a decision to terminate an employee on a “for cause” basis.

• Termination without Cause. Such terminations require advance notice in writing -

usually in accordance with an employment contract or collective agreement. The terms for these terminations include such things as severance pay, pay in lieu of service, return of contributions, etc. Since the stakes are high, it is not unusual for an employee being terminated to file a formal complaint. If a court finds that the organization failed to meet its obligations, the award against the organization can be substantial – including a possible order for reinstatement. In view of the potential costs and organizational harm of complaint, termination of employment requires the utmost of care. The CEO is responsible for keeping the Board apprised of developments concerning terminations that may lead to a formal complaint.

5.4.4 HR Strategy and Policies

When overseeing the Perley Rideau’s HR policies and practices, Directors have a key strategic role, both in guiding and approving the organization’s talent recruitment and retention strategy, and in overseeing the policy framework that establishes the way the Perley Rideau’s human capital will be managed. To that end, management is responsible for: • Developing an overarching HR strategy and implementation plan to achieve the

Perley Rideau’s long-term strategic plan; • Maintaining a set of documented HR policies to guide the performance of all HR

functions. These policies must be consistent with all relevant legislation and regulations, human rights codes, employment standards, workplace and occupational health and safety standards, etc. They will be updated as required in accordance with regulatory requirements and in response to evolving operational circumstances in consonance with best industry practices.

• Providing an HR report (at least annually) to the Board on progress, challenges and risks associated with the fulfillment of the HR strategy and implementation plan.

In its HR oversight, the Board should take into account such considerations as: • Compliance with relevant regulatory requirements; • Support for the well-being of the employees and volunteers;

Page 256: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 7 of 13

• Occupational health and safety; • Diversity and inclusion in recruiting; • Background checks and screening; • Processes for dealing with complaints, including investigations; • Zero tolerance for reprisals, harassment or bullying; • Accessibility of policies for staff referral; etc.

5.4.5 Employment Relationships

The obligations of the Perley Rideau to the individuals of its work force depend on whether they are employees, contractors or consultants, or volunteers. The Board is responsible for overseeing these relationships, satisfying themselves that all relationships are appropriately classified and documented making clear the rights and obligations of both the individual and the Perley Rideau. The Perley Rideau’s HR policies and practices must differentiate in application between employees, contractors or consultants, and volunteers. In particular, attention is required to avoid establishing relationships with contractors or consultants that de jure would be deemed to be employer-employee relationships. Nor should volunteers be put in a situation that may be deemed to be employment; this is especially so for employees who may also volunteer extra time at the Perley and Rideau. Employees. Most Perley Rideau employees are unionized and the employer - employee relationship is governed by the fine print of the collective agreement. A few employees may be signatory to a personal service contract, which also should define the agreed terms of the relationship. To the extent practicable the Perley Rideau should strive to maintain fairness and internal equity among all its employees whether they are part of a collective agreement, personal services contract, or not.

Independent Contractors or Consultants bring specialized skills and expertise to the Perley Rideau for particular short-term tasks with clearly defined deliverables. To avoid potential liabilities downstream these relationships must be carefully managed. To that end, the Board should satisfy itself that:

• Clearly written policies and sound corporate practices govern the use of consultants; • Procurement practices are fair, open and transparent; • Contracts clearly define not only the deliverables, but also the nature of the

relationship, including the rights and duties of all parties; • Assignments are well defined, justified and understood before work starts; • Individual contracts set clear ceiling prices; • Payments to consultants are tied to specific deliverables; and • Performance of consultants is carefully reviewed and managed. Volunteers. Since a significant volunteer workforce contributes directly to the well being of the residents of the Perley Rideau, Directors should also be assured that appropriate

Page 257: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 8 of 13

policies and documentation governing the use of volunteers are in place. These policies for volunteers should address such issues as:

• Volunteer recruitment and continuing engagement in the service of the Perley

Rideau; • Volunteer screening, including background checks and possibly checking criminal

records; • Job descriptions, depending on the role of the volunteers and the expected period of

commitment; • Volunteer agreements whereby volunteers acknowledge their roles and their

acceptance of the Perley Rideau’s code of ethics, and its confidentiality and conflict of interest policies;

• Training, supervision and management to ensure that the volunteers are performing their duties in a safe and effective manner;

• Recognition and awards for particularly meritorious service and/or longevity as a Perley Rideau volunteer.

5.4.6 Hiring Senior Management

The hiring of staff and senior management is the prerogative of the CEO. However, in fulfilling its mandate for oversight of the Perley Rideau and preserving its legitimacy and reputation, the Board necessarily has an interest in the selection of the senior management team. The Board would be interested in persons who might logically be considered in any future succession planning for the CEO’s position. Also since senior managers are often called upon to interface directly with the Board, it is important that there be an effective working relationship between the two, i.e. the Board perceives a good “fit” with the candidate. To that end, it is recommended that the CEO keep the Board fully apprised of candidates and their progress in the selection process. The CEO may seek the counsel of the Board regarding particular candidates. However, it is not the Board’s decision; the CEO has exclusive authority for the hiring (and if necessary termination) of all senior managers.

5.4.7 Succession Planning

The CEO is responsible for maintaining a succession plan for his/her eventual replacement and for succession within the senior management team. See Chapter 1 of Part 3, Executive Authority, for further guidance in this respect. The Board is responsible for the ongoing maintenance of a succession plan for the replacement of outgoing Board members and for selecting, training and developing new members so that overall the Board has the necessary skills and competencies to fulfill the Board’s mandate. See Chapter 5, Board Development in Part 2, The Board of Directors, for guidance in this respect.

Page 258: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 9 of 13

5.5 PERIODIC REVIEW AND AUDIT

Management will ensure that all HR policies are effectively put into daily practice throughout the Perley Rideau. To this end, management is responsible for implementing a program of regular review and formal audit to confirm alignment between policy and practice. Regular HR audits are a useful tool for evaluating the effectiveness of HR governance in fulfilling the Perley Rideau’s strategic objectives. As part of its strategic planning, the Board regularly conducts environmental scans to keep abreast of both external and internal factors that may impact on or compromise fulfillment of the Perley Rideau’s vision, mission, strategic goals or objectives. This scan includes considerations related to HR practices. To help the Board evaluate how effectively the Perley Rideau’s HR management policies and practices are being implemented, a review checklist is provided at Appendix A to this Chapter.

5.6 REPORTING TO THE BOARD The CEO provides a comprehensive review of HR performance during the prior year and an assessment of the evolving HR situation vis-à-vis the Perley Rideau’s strategic objectives.

**************

Page 259: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 10 of 13

(This page has intentionally been left blank.)

Page 260: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 11 of 13

Appendix A to Chapter 5 of Part 4

HUMAN RESOURCES REVIEW CHECKLIST4 1. HR management Policy Framework and Employment Legislation

a. Are HR management policies formalized, documented and approved by the Board? Are these policies easily accessible by management, employees and key stakeholders, and do they include those issues that govern the work and actions of employees such as: − Conflict of interest, − Working conditions, − Compensation and benefits, − Vacation and sick leave, − Performance management, − Staff development, − Harassment, − Formal complaint process, and − Confidentiality, etc.?

b. Do HR management policies comply with employment, workplace health and safety, and other related legislation as applicable in the jurisdiction in which the Perley Rideau operates? Does the CEO periodically review compliance with this legislation and provide a report to the Board at least annually?

c. Are HR management policies reviewed on a regular basis and revised, if necessary, taking into account changes in legislation and best HR management practices?

2. Getting the Right People

a. Is an approved job description completed for all positions? Are these reviewed annually to ensure that they are aligned with the strategic direction and structure of the organization? Do changes in job descriptions trigger a review of compensation rates?

b. Is recruitment done through an objective, consistent process that assesses both internal and external candidates by the same criteria?

c. Are criteria used to select the appropriate individual established and documented? Is information collected through the selection process treated in conformance with privacy legislation?

d. Do all individuals external to the organization who are offered a position sign a letter of employment that outlines the working relationship between the individual and the Perley Rideau?

e. Are all new employees oriented to the position and to the organization? Does 4 Adapted from “HR Management Strategies” by the HR Council for the Voluntary and Non-Profit Sector, 2009

Page 261: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 12 of 13

orientation include such topics as HR policies and procedures, the Perley Rideau’s mission, vision, values, and structure, respective roles of staff and volunteers, and job expectations after 3 and 6 months and 1 year?

f. Are there plans to address any potential key employee turnover so that the organization’s clients and public continue to receive programs and services? Are key positions identified that require backup to ensure continuity of service? Are significant potential gaps in these key positions proactively identified?

3. Managing People and Their Work

a. Are managers and supervisors with the responsibility for managing the efforts of

others provided with appropriate learning opportunities to develop their supervisory skills?

b. Do all employees have a work plan and performance objectives that identify the tasks/activities and expected results for future performance?

c. Is the performance of each employee fairly assessed, at least annually, at the end of the work plan or performance period? Are performance reviews systemic, not only assessing past performance against standard evaluation criteria, but also encouraging excellence and identifying personal and professional development needs? Are supervisors provided with necessary orientation for conducting these performance reviews?

d. Does the organization’s performance management process include the potential for coaching employees in order to address performance issues/concerns?

e. Does the organization provide competitive compensation to employees? Do the Perley Rideau’s compensation practices provide internal equity amongst similar positions within the organization? Whenever there are significant changes to position responsibilities, are compensation rates reviewed and updated if necessary?

4. Workplaces That Work

a. Is the Perley Rideau committed to providing a safe work environment? Does it

promote a culture of safety by ensuring that employees are aware of their safety obligations, ensuring that safety rules and procedures are respected, correcting sub-standard working conditions, and maintaining equipment, etc.?

b. Is the Perley Rideau committed to supporting employee work/life balance? Does it regularly review workload to ensure that excessive workload is not required and support staff in maintaining a healthy balance?

c. Does the Perley Rideau work to ensure a work environment free of harassment? Does it take every reasonable measure to discourage harassment, investigate complaints of harassment, and handle related information in confidence, strictly limiting access to investigation findings?

d. Is the Perley Rideau committed to promoting an inclusive workplace? Does it proactively support diversity and inclusivity, consider alternative qualifications for selection, seek out and remove bias and discriminatory practices, and fully comply with the intent of human rights legislation? Does it accommodate religious

Page 262: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 5 – Human Resources Stewardship (Board Approved 06Feb2014; Rev. 07Sept2017) Page 13 of 13

observation and/or disabilities satisfactorily? Do supervisors have the skills to support the development of an inclusive workplace?

e. Has the Perley Rideau established procedures and informed employees with regard to how to resolve conflicts within the organization?

5. Training, Learning and Development

a. Is every employee’s training and development needs reviewed at least annually with

plans established to address any gaps? b. During the development of the annual budget, is consideration given to including

appropriate resources to fund employee training and development?

6. HR Planning

a. Does the Perley Rideau have a process to review staffing needs resulting in a plan to address evolving requirements? Does it have a system to identify organizational goals or directions affecting staffing, trends or changes in social, economic, labour market or demographic conditions, legislative changes or technological developments which might impact on recruiting and retention?

b. Have critical positions in the organization been identified and succession plans established to address any potential gaps? Is talent nurtured and developed from within to move up in the organization?

***********

Page 263: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 1 of 22

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 6

STAKEHOLDER RELATIONS

This chapter addresses the effective maintenance of constructive relationships with key stakeholders. It addresses the responsibilities of the Board (i.e. relationship building,

public communications and advocacy) as well as of individuals in meeting these expectations.

6.1 GENERAL

The Perley Rideau engages with a diverse community of internal and external stakeholders. Internally, these include residents and clients; their friends and families; staff and volunteers; etc. The external stakeholders include such groups as funding agencies; regulatory authorities; the Champlain Local Health Integration Network; other community health service providers and partners; advocacy groups and professional associations; contractors and suppliers, etc. In each case, their interests in the Perley Rideau are very specific to their needs; however, maintaining productive working relationships with all of them is essential to the Corporation fulfilling its mandate. The purpose of stakeholder relations is to assist the Corporation in achieving its goals and objectives, through the development and execution of programs designed to generate public understanding and support. To do this, the Board: • Represents the organization positively to the community and its various

stakeholders; • Fairly represents member and community perspectives to the Corporation; • Ensures member and community input to planning; and • Advocates for adequate resources to fulfill the organizational mandate. Stakeholder relations in the Perley Rideau context comprises three broad functions: • Relationship-building - the pro-active art of developing and nurturing open lines

of communication with specific groups with whom the Perley Rideau must interact in course of fulfilling its mission;

• Public Communications - keeping the public and the various stakeholder groups aware of “who we are and what we do”; and

• Advocacy - the act of arguing in favour of a particular position or cause with a view to convincing a target audience of a need for change or for their support.

Page 264: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 2 of 22

Each of these functions is described further below. 6.1.1 How We Want To Be Viewed By Others

Earning the trust and respect of the broader community is an ongoing task. It is painstakingly built year over year, but is ever fragile. Even a minor oversight can seriously compromise a particular stakeholder group’s confidence, necessitating years to rehabilitate the desired constructive relationship. In presenting itself to the community, the Board has established a set of principles defining how the Board wants to be viewed by the Perley Rideau’s stakeholders. In all its interactions with stakeholders, the Board should be guided by these principles. These are summarized at Appendix A to Chapter 1 of Part 2, providing a touchstone for evaluating the effectiveness of the Board in its stakeholder relations.

6.2 ACCOUNTABILITY 1

Accountability is both about being held to account by external stakeholders, as well as about taking internal responsibility for corporate actions. The Board faces multiple, and sometimes competing, accountability demands: from numerous actors (upward, downward, internal), for varying purposes (finances, governance, performance, mission), and requiring differing levels of organizational response (compliance and strategic).

Much of today’s emphasis on accountability in Long-Term Care is on the compliance dimensions. This tends to skew organizational attention towards the interests of those who control critical resources. A predominant emphasis on compliance-driven accountability encourages health service providers to seek quick and tangible impacts, while neglecting longer-term strategic responses or riskier innovations that can address more systemic issues of social and political change.

The critical challenge for the Perley Rideau lies in finding a balance between upward accountability to the funders and regulatory authorities including the Ministry of Health and Long-Term Care, the Champlain Local Health Integration Network (LHIN) and Veterans Affairs Canada, while remaining true to its mission. At the same time, the Perley Rideau must remain accountable to the stakeholders of the community it serves. This balancing act requires:

• Prioritizing among its diverse accountabilities. Rather than striving to be accountable to everyone for everything all the time, the Perley Rideau must decide on which accountabilities matter the most;

• Integrating expectations regarding its multiple accountabilities (finances, governance, performance and mission) such that there is a common understanding (i.e. alignment) throughout the organization;

• Adapting in the use of varied accountability mechanisms to suit the Perley Rideau’s 1 Adapted from “The Many Faces of Non-profit Accountability”, Alnoor Ebrahim, Harvard Business School, 2010

Page 265: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 3 of 22

purposes. Accountability is not simply about compliance with laws or industry standards, but is more deeply connected to organizational purpose and public trust. New innovations are unlikely to lie in oversight and punishment, but in creative forms of adaptation and learning in order to solve pressing community problems.

In sustaining this balance as strategic priorities shift, some aspects of accountability may receive less than the ideal level of attention. The Board must be prepared to accept the inherent risks of this balancing act.

6.3 RESPONSIBILITIES

Given the diverse nature of the Perley Rideau’s many stakeholder groups, responsibility for establishing and nurturing effective relationships is diffused. On the one hand, the nature of the day-to-day work requires specialist subject matter expertise – especially in the domains of public relations and communications. On the other hand, the degree of openness and transparency required for effective relationships today means that responsibilities cannot be simply delegated to the staff experts. Maintaining effective relationships with stakeholders involves everyone who has occasion to interface with the public or any of the Perley Rideau’s diverse stakeholder groups. Nevertheless, following are some specific responsibilities.

6.3.1 Standards

Accreditation Canada has established standards for maintaining positive relationships with stakeholders. These standards are reproduced at Appendix A of Chapter 1 of this Part. They define a minimum with respect to expectations as to Board responsibilities and accountabilities for maintaining the confidence and respect of the larger community (see standard number 11 in particular).

6.3.2 The Chairman

Technically, the Chair is the only person authorized to speak for the Corporation, unless this has been specifically delegated to another Board member. As required, the Chair acts as the public and media spokesperson for the Board, subject to any direction provided by the Board. However, in practice, day-to-day the CEO provides the Perley Rideau’s public persona.

6.3.3 The CEO

The CEO is generally the most knowledgeable, up-to-date person on most issues and transactions involving the Perley Rideau, and is therefore responsible for interfacing with the various stakeholder groups on a day-to-day basis. As such, the Board relies on the CEO to: • Build and maintain confidence in the character and integrity of the Perley Rideau,

with its clients, staff members, volunteers, collateral agencies, the public and

Page 266: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 4 of 22

respective levels of government; • Deal with client complaints in a manner that generally maintains positive

stakeholder relationships within the context of a professional service; • Alert the Board to incidents, occurrences, or activities that may place clients, staff,

volunteers or the Perley Rideau at unusual risk, censure, criticism or public disapprobation; and

• Subject to any communications policies or direction from the Board, routinely act as the Corporation's primary spokesperson with the media and the public.

6.3.4 Board Chair and CEO

From time to time, the Perley Rideau may require official presentations to be made, advocating on such issues as public funding for the Perley Rideau. Whereas the CEO may be required to interface with senior government officials seeking resolution to such issues, once the Board deems it necessary that the message be taken to elected authorities, the Board Chair (or a delegated Board member) will meet with those persons – usually accompanied by the CEO.

6.3.5 Stakeholder and Community Relations Committee

The Board has created a standing Committee to advise the Board with respect to building the credibility of the Perley Rideau, inspiring commitment and creating stakeholder support for the Perley Rideau. As an advisory Committee, the Stakeholder and Community Relations Committee supports the Board (and the CEO when asked) in the formulation of strategies and policies, and in evaluating the effectiveness of the Perley Rideau’s communications, advocacy and relationship-building initiatives. The Terms of Reference for the Stakeholder and Community Relations Committee are reproduced at Appendix E to Chapter 3 of Part 2.

6.3.6 Board Members

Although the Board relies on designated spokespersons to communicate official messages to specific stakeholders, every Board member has responsibilities for representing the Perley Rideau’s public face in the community. As part of the Perley Rideau’s routine outreach program, Board members are natural ambassadors for the Corporation in their daily interfaces with friends and neighbours, churches and service groups, recreational associations, etc. Board members may be asked to participate in a Perley Rideau speakers’ bureau. Not only should they be prepared to present facts about the Perley Rideau, its mission, vision and strategic plans and about the services offered, but they can serve as the eyes and ears of the Perley Rideau on acquiring community feedback. In addition, every Board member can be ever-vigilant for potential partners and allies for future initiatives, (including the recruitment of new Board members). From time to time,

Page 267: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 5 of 22

Board members are also expected to provide a public presence, representing the Board at official events of the Perley Rideau. Notwithstanding these far-reaching, unstructured responsibilities, Board members must exercise great discretion when issues arise concerning official Board positions re public policy or advocacy work where official spokespersons have been designated.

6.4 BUILDING RELATIONSHIPS

Waiting until a problem has been identified before approaching a stakeholder to seek support from that stakeholder to underwrite or support their cause is equivalent to crisis management. A more successful approach to stakeholder relations requires that the Perley Rideau establish and nurture solid relationships, sometimes for many years before laying significant expectations upon them. The advantages of building strong, enduring relationships with various stakeholder groups include (inter alia):

• Establishing due credibility and respect for the Perley Rideau’s performance in

enhancing the well-being of its residents and clients; • Assessing the current situation from the stakeholders’ perspectives, including:

o The potential for their support on any given cause; o The potential barriers they may present to the Perley Rideau’s case;

• Gaining access to stakeholders’ key decision-makers; • Identifying potential allies, partners and possible game-breakers; etc. Failure to build and nurture political champions can seriously delay or arrest progress on issues of vital interest to the Perley Rideau’s mission. Although the Perley Rideau may be a big player in the eyes of some stakeholders, from the perspective of many others in the broader system of health care the Perley Rideau is a bit player. The relationship should acknowledge that the Perley Rideau is not (and cannot be) all things to all people all the time.

6.4.1 Stakeholder Management

Building and maintaining effective relationships with stakeholders requires strategic management. In essence, the following activities must be carefully orchestrated to serve the purposes of the Perley Rideau’s long-term objectives: • Maintain an ongoing environmental scan of evolving health care issues pertinent to

the Perley Rideau’s mission; • Identify key stakeholders in the community (including those most influential in

shaping public policy); • Develop and nurture relationships with key stakeholders (the critical few) for the

long term by:

Page 268: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 6 of 22

o Promoting integration and collaboration with key health service providers; and

o Seeking strategic alliances and partnerships; • Promote media relations and public interest in the Perley Rideau; and • Advocate on behalf of the Perley Rideau to:

o Increase public awareness of the Perley Rideau regarding its mission and vision;

o Argue for change regarding particular issues. 6.4.2 Identifying Key Stakeholders

The nature of the Perley Rideau’s expanding mission and strategic direction spins a complex web of diverse stakeholders (e.g. residents and clients, families and friends, staff and volunteers, governmental authorities and funding agencies, local health service providers, contractors and suppliers, local citizens and the media, etc.). But they are not all vital to the Perley Rideau’s interests all the time. As issues arise, the needs of particular interest groups should predominate the discussion. A list of some of the Perley Rideau’s stakeholders is at Appendix A to this Chapter. The challenge for the Board on any significant issue is to identify the truly key stakeholders and focus its attention on understanding their needs as expeditiously as possible. This process should identify not only the key decision makers, but also those persons or groups who have the most influence with the decision makers.

6.4.3 Political Relationships

Day-to-day, senior management develops the necessary working relationships for the conduct of operational matters. These relationships may involve senior officials and staffers up to the highest offices. However, if political engagement is required, the Board must get involved. To facilitate such political engagement, the Board must actively develop and maintain a positive relationship with a few of the key political representatives (i.e. the mayor and the local city councilors, the MPPs regardless of political persuasion, the Minister of Health and Long-Term Care, federal MPs and the Minister of Veterans Affairs). If an issue facing the Perley Rideau is big enough to require the attention of political representatives, the Board Chair (or his/her delegated representative) is required to deal directly with them; more often than not, this requires a team approach involving both the Chair and the CEO. Before proceeding, it is essential that the Chairman enjoys the support of a fully informed Board2.

2 It is recognized that from time to time the CEO may encounter face-to-face situations with key political representatives; great discretion is required in any effort to progress the Perley Rideau’s cause in such circumstances.

Page 269: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 7 of 22

In an ideal world, a sound working relationship has already been established with the elected official’s aides and staff. For any meetings with political representatives, the Board should have developed a clear communications strategy (regarding the scope and message, the desired outcome, etc.) – whether the encounter is to plead for a cause or merely to lay groundwork in developing awareness of an evolving situation. In dealing with politicians, the Board should:

• Build upon existing relationships with that office; • Determine the best timing for any direct interaction; • Maintain a consistent strategy when advocating for the Perley Rideau; • Employ a team approach if practicable; • Make the Perley Rideau’s case relevant to the politician’s broader interests and

agendas; • Focus the agenda (i.e. avoid the temptation to overload the opportunity); • Address any pushback and criticisms of a particular agenda; • Leave a clear and concise message for a mutually desirable outcome; • Identify key people at all levels and sides of government who should be aware of

the Perley Rideau’s case; and • In making a specific request of a politician, note that strategically, potential success

is most likely early in the government’s tenure. 6.4.4 Relationship with the Media

Historically, the Perley Rideau has maintained a low profile with the media, responding only as necessary in rare times of crisis. However, the media can play a significant role in getting issues before the public and the attention of the pertinent political powers. Being seen by the community as leaders and innovators in providing progressive continuing health care not only influences governments but also donors and respective stakeholders. This is reflected in the Perley Rideau communications plan and is one of those activities that can engage the Board leadership with management in mutually beneficial activities. For these purposes, the communication strategy may include editorial board appearances on progressive approaches to the care of our elderly, Op-ed articles, speaking engagements at local, provincial and even national events involving particular associations.

6.4.5 Relationship with the Perley Rideau Foundation

The Perley and Rideau Veterans’ Health Centre Foundation’s support is fundamental to the Perley Rideau’s long-term viability – especially as the public purse tightens. Maintaining a mutually productive working relationship between the two boards is essential. This requires:

• Mutual understanding of the respective roles of the two boards;

Page 270: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 8 of 22

• Full appreciation of the Perley Rideau’s: mandate, vision, mission, values, strategic directions, operating realities, successes and challenges;

• Collaboration and coordination of strategic communications planning and messaging; and

• Regular evaluation of the relationship’s effectiveness.

The two boards are signatory to a Memorandum of Understanding which outlines guiding principles for this relationship (available on the Perley Rideau website). The Health Centre and the Foundation are two separate corporate entities, sharing the same ultimate goal of improving the well-being our seniors. Two separate boards govern their day-to-day operations. Notwithstanding this legal separation of authority, from the public’s perspective, there is but one “Perley Rideau”. It is imperative that both entities “sing from the same song sheet”, that there be a unity in all Perley Rideau messaging to our external stakeholders. To that end: the two boards have agreed on a Joint Communications Strategy which outlines key messaging aligned with the Perley Rideau’s strategic directions, implementation strategies and vehicles, and measurements of success. It is reproduced at Appendix B to this Chapter. In addition, it has been the practice for each board to have representation on the other’s working committee responsible for communications.

6.5 PUBLIC COMMUNICATIONS 3

Good communication can greatly enhance the effectiveness of any organization. The Perley Rideau is one of the largest long-term care homes in the province and is significantly expanding the scope of services offered, thereby creating a “seniors’ village”. It needs to tell people about the work it does, the services it offers and its need for financial and volunteer support. It must also be prepared to answer questions from corporate members, the media, the public and stakeholders. Such communications contribute to the public image and reputation of the Perley Rideau. It is important that individual Directors, volunteers and staff members know when it is appropriate for them to provide information and answer questions, and when they should refer the communicating to designated spokespersons. Successful organizations are effective in balancing openness and caution in their communications policy. Generally, they encourage Directors, volunteers and staff to promote the organization, its programs and upcoming events — information that is usually available in brochures, newsletters and the website. Fact sheets and suggested answers can be valuable for anyone involved in communications. For information that is more technical, complex or sensitive it is important to coordinate

3 Adapted from the Chartered Accountants of Canada publication, “20 Questions Directors of Not-for-profit Organizations Should Ask about Governance” © 2006.

Page 271: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 9 of 22

and clarify roles and responsibilities by defining who can speak and on what, and by providing training for spokespersons. This is particularly vital in times of crisis. Crisis planning should identify a specific individual who will present information and handle questions from members, the public and the news media, and inform staff, volunteers and Directors where questions can be referred.

6.5.1 Who Speaks for the Perley Rideau?

Authority to speak on behalf of the Corporation rests with the Chair and/or CEO. This authority may be delegated by either of them to others in the Perley Rideau within their special fields of competence or knowledge. In general:

• The Chair will represent the Corporation on matters of Board policy and will meet

with elected officials; • The CEO will represent the Corporation on operational issues, and will meet with

senior staff members of government and the media; • Either may represent the Corporation on issues related to advocacy on behalf of the

mandate of the Perley Rideau; • Any major statements of an advocacy nature must be consistent with the general

parameters of Board-approved policies or positions. This is not intended to inhibit private expression of personal or professional opinions, but care should be taken by individual Directors to distinguish such opinions from positions of the Corporation. They are also expected to avoid public statements that might undercut or obscure the messages conveyed by the organization’s approved spokespersons. Directors are expected to be particularly judicious about this since their public profile may deflect attention away from messages conveyed by the official spokespersons and generate confusion or controversy.

6.5.2 Public Accountability

As stated earlier, the Perley Rideau faces the challenge of balancing its accountability upwards (reporting on regulatory compliance and fiduciary aspects) against its accountability laterally and downwards to its various stakeholders of the broader community. Management is accountable for submitting specific operational reports to various authorities on a continuing basis. The reporting requirements are clearly spelled out and include reports for particular data and information in clinical, personnel, financial, and other areas. However, public accountability also includes telling all stakeholders openly and honestly what the Perley Rideau is about, what it has achieved and how it has managed its resources. Annual Meeting. In a general way, this is achieved through the presentation of the Chairman’s annual report at the Annual Meeting of the Corporation. Typically, the Treasurer also presents the annual financial statement at this meeting. It carries the

Page 272: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 10 of 22

authority of having been approved by the Corporation’s independent auditor. Public Communications. In a less formal manner, the Perley Rideau keeps the community informed of ongoing activities, events and major projects through its Newsletter, Between Us, and its more formal Reports to the Community. Web Site. The Perley Rideau also posts information about the organization and its activities, including its governance structure and policies, on-line. Stakeholder Associations. The Perley Rideau meets with specific stakeholder groups on a regular basis (such as resident councils, the local community, veterans’ associations, etc.) to update them on specific developments and to hear their concerns. Public Engagement. Senior managers and Board members are increasingly participating in public fora on pertinent issues, putting a face on the Perley Rideau, sharing experience, and learning from others. Through such dialogue they can build relationships, quietly advocate for change, identify potential allies, and identify barriers to fulfilling the Corporation’s vision. As well, the Perley Rideau provides an annual report to the community.

6.6 ADVOCACY

Advocacy is the act of arguing in favour of something, such as a particular cause, idea or support. The purpose of advocacy is to bring about change, usually with respect to particular policies or laws. However advocacy can also be used to raise public awareness and understanding of an issue. Advocacy can focus at different levels from the local community to a provincial or even a national level. It can encompass a range of activities from one-on-one meetings with key officials to wide public communications campaigns. Preparing for advocacy work can be painstaking in terms of defining the optimal communication strategy and refining the appropriate message for the target population. Its execution can be both extensive and expensive, and the outcome may be failure to convince. The Board’s role legitimately includes being a political advocate for the Perley Rideau’s interests; its success will be dependent on how effective it has been in creating and nurturing effective relationships with those politicians who can influence the Perley Rideau’s outcomes. This requires careful strategic planning. To guide the Board with respect to undertaking advocacy work, it has established a separate policy (a copy of which is appended to Volume IV). According to this policy, the focus of the Perley Rideau’s advocacy work will be:

“To realize its vision, the Perley Rideau will pursue a strategy of leadership and be an advocate for change in health care, particularly in the long-term care sector. It

Page 273: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 11 of 22

will strive to be a credible, nationally recognized leader in dementia care and a highly valued partner within health care and in particular long-term care.”

Advocacy can be critical in terms of the Perley Rideau’s ability to: • Improve community awareness of the evolving situation re the fulfillment of the

Perley Rideau’s mission; • Achieve alignment between community expectations and the Perley Rideau’s

vision; • Garner support of key stakeholders and potential partners on particular issues.

6.6.1 AdvantAge Ontario (formerly the Ontario Association of Non-Profit Homes and Services for Seniors - OANHSS) AdvantAge Ontario (formerly OANHSS) is a provincial, membership-based organization that has represented not-for-profit providers of long-term care, services and housing for seniors for over 90 years. This association does formally lobby government – framing issues facing today’s seniors and arguing for change in governmental support for its membership. The CEO of the Perley Rideau has been an active participant in OANHSS governance for many years, thereby ensuring that the Perley Rideau’s perspective is shared with key players in this sector of health care. As a consequence, the CEO is able to keep the Board apprised of the political landscape and the evolving issues impacting on the Perley Rideau’s strategic plans.

6.7 STAKEHOLDER RELATIONS REVIEW

As in all other aspects of Board governance, periodic reviews of organizational performance are essential for the Board to maintain an informed basis for strategic planning and decision-making. Accreditation Canada has laid down standards for health service providers to evaluate their effectiveness in maintaining sound relationships with their diverse stakeholders. These are appended in Appendix A of Chapter 1 of this Part. Standards of specific relevance include those found under section 11. A further review checklist is provided at Appendix C to guide the Board and the Stakeholder and Community Relations Committee in routinely assessing the effectiveness of their efforts to connect constructively with those who have the potential to assist (or hinder) the achievement of the Perley Rideau’s strategic objectives and the fulfillment of its vision. In this regard, the Board must recognize the difference between: • Reviewing the effectiveness of specific communications programs (e.g. marketing

particular services) which is a management function; and

Page 274: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 12 of 22

• Evaluating the strategic effectiveness of the Perley Rideau’s efforts to build and sustain essential relations and to communicate with its stakeholders (which is a Board function).

The wide variations in needs of the Perley Rideau’s diverse stakeholder groups can result in wide differences in the effectiveness of the organization’s relationship-building and communications efforts. For example, the requirements for fostering strong relationships with key politicians differs from those required for effective relationships with senior government officials, staff relations, or media relations. One size will not fit all. Therefore the objectives, scope and nature of auditing relationships for each will vary. From time to time situations may arise that warrant professional expertise to conduct a formal audit of the effectiveness of the Perley Rideau’s communications with its stakeholders. When any of the following conditions develop, consideration should be given to such a formal audit:

• The Perley Rideau is planning a major change in strategic direction (such as a

merger, the type or volume of programs and services being offered, etc.); • A change in the CEO; • The Perley Rideau is frequently caught off-guard by developing issues; • The Perley Rideau finds itself frequently on the defensive with various stakeholder

groups; • The Perley Rideau’s position on controversial issues continues to be

misunderstood; • The media are not interested in community issues related to the Perley Rideau and

its mission; • Perley Rideau communications products are not consistently well received by key

stakeholder groups; • A key stakeholder group is challenging the relevance and effectiveness of the

Perley Rideau’s contribution to the community.

**************

Page 275: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 13 of 22

Appendix A to Chapter 6 of Part 4

SAMPLE OF PERLEY RIDEAU STAKEHOLDERS

Political

• Ontario Minister of Health and Long-Term Care • Local MLAs • Federal Minister of Veterans’ Affairs • City of Ottawa Mayor and local Councillors

Government

• Ministry of Health and Long-Term Care o Champlain LHIN

• Veterans Affairs Canada • City of Ottawa

Perley Rideau “Family”

• Residents and clients • Family and friends • Staff and volunteers • In-house service providers • Foundation

Hospitals

• Ottawa Hospital • Bruyère • Royal Ottawa

Health Care Agencies

• Alzheimer’s Society • Carefor • Champlain Dementia Network • Community Care Access Centre • South East Ottawa Community Health Centre

Others

• OANHSS (Ontario Association of Non-profit Homes and Services for Seniors) • Media • Unions • Canadian Legion

Page 276: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 14 of 22

(This page has intentionally been left blank.)

Page 277: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 15 of 22

Appendix B to Chapter 6 of Part 4

Joint Communications Strategy

The Perley and Rideau Veterans’ Health Centre / The Perley and Rideau Veterans’ Health Centre Foundation

This strategy provides direction for the development of communications plans. The Goal Increase the profile of the Perley Rideau:

• By letting people know who we are and what we do - how we satisfy seniors’ needs today and how we intend to improve access to care, accommodations and wellness services;

• As a champion of dignified, independent and healthy living with a unique responsibility for caring for both veteran and community residents;

• By sharing our knowledge and accomplishments as a recognized leader in seniors’ care; and

• As an educational gateway for families and seniors seeking information on healthy living and managing chronic and age related conditions and diseases, especially dementia.

The Purpose Our success in raising the profile of the Perley Rideau will help make the case for:

• Attracting and retaining caring health care workers and volunteers; • Provincial funding and support for Ontario’s Aging at Home, and the Champlain LHIN’s

health living programs, and the proposed community health satellite on site; • Fair and adequate funding for long-term care, Assisted Living Program supportive

housing, and outreach services; • Federal funding for veterans care; • Increased charitable donations and planned giving; • Changes to public policy in support of seniors; • Attracting on-site commercial investments; • Community, interagency and academic partnerships; and • Funding for applied research, education and training in gerontology.

The intended audiences and stakeholders Our messages will be targeted depending on our audiences and stakeholders. They include:

• Perley Rideau residents and their families; • Perley Rideau assisted living program residents;

Page 278: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 16 of 22

• Perley Rideau staff and volunteers; • Funders and donors of the Perley Rideau; • Perley Rideau’s suppliers of goods and services; • Elected officials and the staff at the municipal, provincial and federal levels such as the

City of Ottawa, the MOHLTC, Champlain LHIN, CCAC and Veterans Affairs Canada; • Accreditation Canada for the purposes of advocating standards and reporting; • The medical community and professional associations; • Neighboring communities of the Perley Rideau; • Learning institutions and their health care students; • The Royal Canadian Legion and veterans’ associations; • The Canadian Forces senior leadership; • The public: prospective residents, caregivers, adult children, decision influencers; and • The media.

Positioning the Health Centre The Perley Rideau is aware that Veterans Affairs Canada (VAC) has adopted a strategy to accommodate War Service Veterans in priority access beds in vicinities as close as possible to the homes of the veterans, rather in centralized facilities such as the Perley Rideau. We also recognize that in the near future, the involvement of VAC in the Perley Rideau will diminish if not end as there will be no War Service Veterans alive. Not with standing these realities, the Perley Rideau recognizes that we have a moral obligation to honour all veterans and their families. In addition, we will continue to support those from the local community with our current programs and new programs to be developed in the future to help seniors live a life that is as healthy and as independent as can be. To this end, the Perley Rideau has developed a 15 year vision of how we will address the evolving needs of seniors as documented in “Creating a Seniors Village”. In addition, we will continue to support those from the local community with our current programs and new programs to be developed in the future to help seniors live a life as healthy and independent as can be. To this end, the Perley Rideau has developed a 15 year vision of how we will address the evolving needs of seniors as documented in "creating a Seniors Village". The Perley Rideau’s Seniors Village is based on four pillars. These pillars summarized below set the direction for the Perley Rideau’s joint communications strategy – as we engage and mobilize members of the community by making a reasonable and appropriate investment in time and effort:

A. The Perley Rideau is Committed to Excellence in Resident Care and Service:

The Perley Rideau is foremost the home of its residents. Their well-being is paramount.

Page 279: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 17 of 22

• The Perley Rideau offers a wide range of programs and services for seniors to help them have lives that are as healthy and productive as possible. These programs and services are available to veterans and the general public.

• Every resident of the Perley Rideau will experience exemplary care and services in an environment of dignity, safety and best practices.

• The Perley Rideau is a Seniors’ Village where residents experience a social environment which meets their needs.

• The Perley Rideau honours its veteran residents and their contribution to Canada. The annex to this strategy document is a summary of two joint Health Centre/Foundation round tables on "Veterans" issues. Some parts of this summary may be useful in communications/marketing work that will flow from this strategy.

• The Perley Rideau is attractive to and accommodating of residents from diverse cultural backgrounds.

B. The Perley Rideau is committed to sustainability

The Perley Rideau recognizes that it must be transparent, accountable and sustainable - providing value for every dollar entrusted to it from public or private sources.

• The Perley Rideau is a fiscally responsible organization committed to a sustainable business model.

• The Perley Rideau continually pursues organizational efficiency including making investments leading to greater efficiencies.

• The Perley Rideau continually pursues opportunities to increase funding available through increasing business revenue.

• The Perley Rideau values its charitable donors and is a prudent steward of their contributions.

• The Perley Rideau will continue to advocate to government for fair and reasonable funding.

• The Perley Rideau will ensure it provides high value for money and is a place where the government wants to invest.

C. The Perley Rideau Maintains and Attracts a Quality Work Force

The Perley Rideau has a knowledgeable, compassionate, culturally-diverse and dedicated workforce working in a caring environment.

• The Perley Rideau’s employees are its greatest strength and the reason the Perley Rideau is recognized as a local leader in dementia and long-term care.

• The Perley Rideau is committed to helping employees reach their personal best through staff training and development opportunities.

• The Perley Rideau provides a quality working environment, wellbeing programs and staff recognition.

• The Perley Rideau appreciates its volunteers – they are the tireless advocate who enrich the lives of our seniors by providing the gifts of time, talent and compassion.

Page 280: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 18 of 22

• The Perley Rideau recognizes that its staff is essential to moving forward and works with the staff and union to achieve its mission and strategic plan.

D. The Perley Rideau is a Leader and Advocate for Change

Perley Rideau aims to build its reputation as a respected and recognized leader in dementia care and trusted partner within health care and particularly long term care.

• The Perley Rideau will communicate with its stakeholders to strengthen partnerships and build support for its vision, goals and objectives.

• The Perley Rideau recognizes the importance of active support of the community and will maintain an open relationship with it in all respects.

• The Perley Rideau recognizes the importance of alliances and partnerships in the clinical, training and eventually research domains. Particular foci include dementia, convalescent care and, in the future, sub-acute care.

• The Perley Rideau will continue to participate in high level advocacy for quality homes, care and services for seniors.

From Strategy to Results

Guided by the Memorandum of Understanding between the Health Centre and the Foundation, implementing the joint communication strategy will require unity between the two boards and their staffs with careful coordination and targeting of messages, to ensure that the right messages reach target audiences at the right time using the right frequency and channels. Implementation The Health Centre Stakeholder Liaison Committee has primary responsibility for setting direction and oversight of the Health Centre management of communications activities. Such activities are to be consistent with this joint communications strategy. The Health Centre Special Committee on Assisted Living has primary responsibility for setting direction and oversight of the Health Centre management of communications activities related to the Assisted Living Program including the marketing of this program. Such activities are to be consistent with this joint communications strategy. The Foundation Communications Committee has primary responsibility for setting direction and oversight of the Foundation management of communications activities related to fund raising, including the capital campaign associated with the Assisted Living Program. Such activities are to be consistent with this joint communications strategy. The Health Centre Board and the Foundation Board are committed to providing management with the resources necessary to develop and implement communication plans consistent with this strategy to the extent possible.

Page 281: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 19 of 22

This long-term joint communication strategy will assist with the comprehensive transformation of the Perley Rideau to a Seniors Village. The foundation for the future will take place in the first two years. While recognizing that the Health Centre and Foundation managements are responsible for developing and then implementing their respective plans, it is recommended that priority be given to the following:

• Allocate a dedicated budget for communications; • Create and improve communication tools; • Develop a marketing strategy for the Assisted Living Program and other commercial

operations; • Assist with the development of partnerships and support groups in the community; • Conduct research and/or utilize in-house research to compile an information base for

targeting and messaging; • Showcase how the Perley Rideau is performing and how it is making an impact on

seniors’ quality of life (e.g. introducing staff, using testimonials and recognizing public funders and private donors);

• Communicate the ways the Perley Rideau is developing the body of knowledge that will support its goal of becoming a centre of excellence in geriatric and dementia care; and

• Communicate the Human Resource strategy that supports a transformed Perley Rideau.

Communication Vehicles The communication vehicles to be employed to implement this joint strategy will be selected as part of the development of the Health Centre and Foundation communication plans. It is anticipated that the following types of communication vehicles will be employed in these plans.

• Report to the community/Annual report; • On-line marketing: web site, and social media tools including Facebook, Twitter,

LinkedIn; • Resident/client/staff/volunteer/peer interactions, transactions and contacts. • Outreach programs such as support services, healthy living, and workshops; • Public relations: Open houses and tours, speakers bureau; • Fundraising events; • Media coverage and relationship building; • Newsletters: Between Us (external)and Between Us Briefly (internal); • Brochures and pamphlets; • Assisted Living Program marketing; • Traditional advertising – television, radio, newspapers; • Meetings: annual meetings, Veterans Liaison Committee; Family and Friends Council,

community meetings; • Corporate identity and branding.

Measuring Success The success of this joint communication strategy will be judged by its ability to increase its

Page 282: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 20 of 22

visibility and viability in the community. It is anticipated that the communication plans to be developed under this joint strategy will incorporate appropriate tracking mechanisms to evaluate their effectives such as those outlined below.

• Brand recognition throughout the Champlain LHIN: i.e. the Perley Rideau’s image that comes to mind;

• Recruitment and retention of staff; • Recruitment of volunteers; • Occupancy rates; • Participation Rates, including outreach services, support groups and workshops, open

houses and tours; • Profitability and volume of commercial endeavours; • Requests for information; • On-line marketing; Web page views/requests for information; • Results of satisfaction surveys: comment cards; • Media monitoring; • Fundraising growth; • Quality of partnerships and alliances; • Level of public funding support; and • Level of non-public funding support.

____________________________ ____________________________ Chairman Chairman Health Centre Board Foundation Board Date: ______________________ Date: _______________________

Page 283: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 21 of 22

Appendix C

to Chapter 6 of Part 4

STAKEHOLDER RELATIONS REVIEW CHECKLIST 1. Pursuant to Accreditation Canada’s Standards for Sustainable Governance, the Board:

a. Strives to maintain a positive working relationship with the Perley Rideau’s diverse stakeholder groups; and

b. Demonstrates accountability to the Perley Rideau’s stakeholders.

2. The Board and management together are engaged in a process of building and nurturing long-term relationships with such stakeholder groups, key decision makers and those of critical influence as: a. Politicians; b. Senior government officials; c. Potential partners within the LHIN; and d. The media.

3. The Board considers external and internal communications to be a critical element for achieving its strategic objectives and fulfilling the Perley Rideau’s vision.

4. The Board is satisfied that: a. Management understands and supports communications as an integral part of the

Perley Rideau’s viability and success; b. Management’s communications policy reflects the Board’s philosophy of openness

and transparency in its relationships with stakeholders; c. Management is following a strategic, coherent and comprehensive communications

plan; d. Management of the Health Centre and the Foundation are collaborating effectively

in supporting the Perley Rideau’s vision, mission and strategic directions; e. Sufficient resources are being allocated to the maintenance of stakeholder relations

and the planning and delivery of an effective communications program; f. Communications is an integral aspect of every major project, program and strategy; g. Communications is not seen as an isolated or specialty function, rather staff at all

levels can help carry the message. 5. The Perley Rideau’s communications practices systematically:

a. Align its communications vision with its overall vision and mission; b. Assess the current environment and competition, taking contextual variables into

account in communications planning; c. Define specific, measureable communications goals and outcomes; d. Target selected stakeholder groups including key decision makers and those with

influence on priority issues;

Page 284: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 6 – Stakeholder Relations (Board Approved 06Feb2014; Updated 11May2017) Page 22 of 22

e. Outline specific, clear and persuasive messages, including the desired action and outcomes;

f. Identify the most appropriate messengers and communications medium for the targeted audiences.

6. In implementing the Perley Rideau’s communications plan, the Board is satisfied that:

a. Attractive materials and messaging are appealing to the key stakeholder groups; b. Messengers are appropriately prepared to carry key messages and are achieving

consistent delivery; c. Linkages with particular stakeholders are helping to carry the message; d. As necessary, the message is carried through multiple outlets to reinforce its

impact; e. Management is regularly monitoring and evaluating the effectiveness of the

communication process, adjusting as necessary, and reporting o the Board accordingly.

7. The Perley Rideau is striving for continuous improvement in its stakeholder relations

initiatives by: a. Regularly conducting a SWOT4 analysis of the its internal and external

relationships as well as its communications initiatives; b. Systematically capturing feedback using a variety of methods; c. Analyzing feedback data; d. Adjusting the message and/or delivery methods; e. Reallocating resources, if necessary; f. Validating the communications strategy.

8. The Board is satisfied that: a. The Perley Rideau has established and is maintaining effective relationships with

those decision-makers key to the fulfillment of the Perley Rideau’s vision and the achievement of its mission; and

b. These decision makers understand the Perley Rideau’s perspective on current issues.

4 SWOT: Strengths, Weaknesses, Opportunities and Threats.

Page 285: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 1 of 8

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 7

ENTERPRISE RISK MANAGEMENT1

This chapter outlines the Board’s role in managing the risk facing the Perley Rideau. It provides guidance for preparing for risk, preventing risk, and protecting against risks,

and discusses risk acceptability and risk tolerance.

7.1 GENERAL

Risk accompanies every human endeavor, both personal and organizational. Managing risk is an integral part of good governance. Maintenance of the viability and integrity of the Perley Rideau is a core responsibility of the Board. Successful organizations have effective processes for proactively identifying risks before any adverse consequences occur and for managing those risks to reduce or eliminate them. In spite of the best strategic planning and organizational effort, things that can go wrong sometimes do, and reality deviates from assumptions and intentions. Over time systematic risk management practices lead to a risk-aware culture across the organization, where risk becomes a key consideration in everything the Board, staff and volunteers do.

7.1.1 Risk Management Standards

As part of its quest to reduce the risks to the organizations and to promote ongoing quality improvement in the management of Canada’s health service providers, Accreditation Canada has prescribed a set of standards. These are reproduced at Appendix A to Chapter 1 of this Part (see Standard 12).

7.1.2 Board’s Role in Risk Management

The Board has overall accountability for risk management of the Perley Rideau. Its role includes: • Promoting an awareness of the need to manage risks; • Identifying and assessing the risks that could affect the achievement of the Perley

Rideau’s strategy;

1 This chapter draws upon material from the Ontario Hospital Association’s “Guide to Good Governance” Chapter 8.

Page 286: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 2 of 8

• Overseeing the establishment of a coherent framework of policies and processes for managing risk;

• Learning from the Perley Rideau’s experience in managing its risks. The Board delegates to the CEO most of the detailed aspects of identifying, assessing and managing the day-to-day operational risks – subject to this Board policy. In so doing, the Board must be satisfied that the CEO has measures in place to assure prudent management of risks.

7.2 ENTERPRISE RISK MANAGEMENT

The process of ensuring systematic risk assessment across the organization or enterprise is generally referred to as enterprise risk management or corporate risk management. Effective enterprise risk management involves assessing threats in a way that is compatible with the Perley Rideau’s values, strategic objectives and risk tolerance, and establishing a coherent framework of policies and processes for the effective management of risk across the entire enterprise. The Board requires Directors who are comfortable in overseeing and challenging management in the establishment of a risk-aware operating culture across the organization and finding the right balance between opportunity and unacceptable risk.

7.2.1 Forms of Risk Risk at the Perley Rideau is anything that could affect the corporation’s ability to fulfill its mission, meet its strategic objectives and preserve its reputation. Some potential areas of risk for the Perley Rideau include:

• Governance risk: the risk of ineffective oversight, strategic thinking or decision-

making due to issues with board composition, competence or capacity. • Strategic risk: the risk of inappropriate or unrealistic goals and objectives or of

keeping the organization strong and relevant, or the risk of losing mission relevance, failing to respond effectively to changing economic or demographic circumstances, losing the confidence of funding sources and community support, etc.

• Safety/Security risk: the risk that residents, tenants, visitors or staff will suffer serious injury or loss of life or that their safety and security will be compromised due to lack of planning, inappropriate or ineffective standards or procedures, negligence, etc.

• Legal and Regulatory: the risk that the Perley Rideau will fail to comply with applicable legislation or regulatory requirements, such as resident care standards, remittance of payroll deductions, violations of privacy laws, etc.

• Financial risk: the risk that the Perley Rideau will be unable to operate within its financial resources due to such factors as poor fiscal management, inappropriate financial decisions based on inaccurate information or assumptions, fraud or embezzlement, etc.

Page 287: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 3 of 8

• Human resource risk: the risk that the Perley Rideau is unable to attract or retain staff with appropriate skill mix.

• Operational risk: the risk of unsatisfactory care or service delivery. • Infrastructure risk: the risk that the physical plant, IT systems or other facilities

will fail to meet the needs of residents, tenants, staff or other clients. • Partnership: the risk that Perley Rideau’s partners will be unable to meet their

commitments to the Health Centre.

As a result of risks not being effectively managed or mitigated a number of unfavourable outcomes or consequences could occur: • Reputational – losing goodwill, status in the community, the ability to raise funds,

or appeal to prospective employees and volunteers; • Legal – being subject to legal action; • Financial – incurring crippling financial costs or liabilities; • Personal – causing harm to residents, tenants, visitors, staff or volunteers • Operational – impaired service delivery or deterioration of buildings and other

assets. 7.2.2 Phases of Risk Management

One framework for approaching enterprise risk management has three interrelated components: • Preparation involves identifying and assessing potential risks, as well as

determining how best to mitigate each risk. Effective preparation includes: o Periodically conducting comprehensive risk identification processes in all

functional areas of the organization (e.g. clinical, operational, financial, human resources, external relations, plant and facilities, etc.);

o Assessing each identified risk, evaluating both the potential consequences of the risk arising as well as the probability of occurrence; and

o Selecting the most appropriate measures to reduce or eliminate the risk. • Prevention of risks increases the likelihood of achieving the strategic and operating

plans. It involves such activities as: o Providing policies and processes that are designed to minimize or avoid risks; o Performance monitoring to facilitate corrective action by management; o Ensuring staff competence; o Building an organizational culture that promotes achieving results as well as

identification and amelioration of risks; and o Contingency planning to diminish the impact of potential risks and surprise

events. This includes emergency preparedness for disasters and infection outbreaks.

• Protection includes managing the effects of risks on the organization. Once the

risks have been identified and assessed, decisions are required as to how best to

Page 288: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 4 of 8

mitigate or eliminate those posing the largest threats. Six potential strategies follow: o Exposure avoidance. Dependent on the Board’s risk tolerance, the simplest

strategy is to just not do whatever is posing unacceptable risk. However, risk-averse boards will miss opportunities for organizational improvement. Part of the risk assessment process must include consideration of the downside if the organization does nothing. Before abandoning good ideas, the Board should look for activities that will control the high risks to an acceptable degree.

o Loss reduction. Well-developed procedures with checks and balances can help detect and reduce the likelihood and/or severity of particular risks. The medical field follows well defined procedures to reduce risks to patients and staff. Similarly, accountants use internal controls to protect assets and keep accurate records.

o Segregation of exposure. Action is taken to isolate the effects of the risk, perhaps by building redundancy into the system or ensuring viable “off ramps” in the decision making process with clearly defined criteria for their use.

o Recovery measures. In some operating systems it is possible to employ procedures for trapping risks, errors or failures, before the problem compounds into a more serious problem.

o Transferring risk. The risk is shared with somebody else, perhaps a partner for the initiative. Buying insurance is one way of transferring risk – especially for such perils as fire, theft and liability. Contractual relationships with organizations with particular expertise can help reduce some risks.

o Accepting risk. Providing that the risk is unlikely to materialize or would not cause unacceptable harm to the organization, it may make more sense to accept but monitor the risk.

7.2.3 Risk Acceptability

The implications of accepting the risk and the proposed risk management strategy would be based on such factors as:

• Corporate: Are the potential consequences of the risk compatible with the Perley

Rideau’s vision, values and policies? • Affordability: Does the nature of the risk defy cost-effective resolution? • Legal: Is the risk in conformance with current legislation and regulations? • Cultural: How will the Perley Rideau’s staff and stakeholders view this risk? • Market: Will the Perley Rideau’s competitiveness and well-being be compromised

by not reducing or eliminating this risk? • Political: Will there be a political price to pay for accepting this risk? • Public: How influential will the media or special interest groups be in affecting the

Perley Rideau’s stakeholders regarding this risk?

Page 289: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 5 of 8

7.2.4 Risk Tolerance

Risk acceptance is directly related to the organization’s risk tolerance. No viable corporation can be completely risk averse; nor will it thrive in the long run with a “nothing ventured, nothing gained” approach to risk. The Board must find the optimum balance between risk and opportunity. Defining and prescribing acceptable levels of risk for the Board (i.e. its “risk tolerance”) depends on the situation. Following are some considerations for determining the Perley Rideau’s risk tolerance:

• Its “capacity for risk”, including the strength of its finances, its donor support,

reputation and credibility, the experience and competence of its staff, the collective wisdom of the Board and senior management, etc.

• The reliability of its underlying assumptions; • The amount of money that the Perley Rideau is prepared to lose if a particular

initiative fails; • The potential risk to the Perley Rideau’s reputation if a strategy or project is not

successful; • The limits to the authority of the CEO beyond which the Board will not go; • The quality and type of the information deemed essential by the Board before

accepting the risk; for example: o Quantitative analysis? o Integrity of the business case? o Alternative courses of action? o Outside expert opinions? o Worst case scenarios?

At the end of the day, risk tolerance is all about “comfort zone”. Today’s Board may have a completely different comfort zone than tomorrow’s.

7.2.5 Board Behaviour

Relying on the oversight of management is not sufficient to achieve sound enterprise risk management. The Board must ensure that its own behaviour and processes are in line with respect to risk. The Board sets the tone for the Corporation’s culture of risk awareness. It must lead by example. Knowledge and Ability of Directors. The first requirement is that Board members and adjunct advisors know their jobs and have the skills to perform them. This includes: • Recruiting members for the skills and knowledge required on the Board and its

Committees (with consideration given to continuity and turnover);

Page 290: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 6 of 8

• Ensuring that orientation is in place so that each Board and Committee member understands the nature of the Board’s role and the Committees’ roles with respect to risk management;

• Periodic review of the Perley Rideau’s By-Laws and Directives; • Requiring financial literacy of those members on Committees addressing financial

and audit matters.

Organizing for Risk Management. The Board does not require a separate committee for enterprise risk management. Risks may overlap in many areas; for example clinical risks revealed in the Quality of Life and Safety Committee may have collateral impact on relationships with the regulatory authority and the community. Similarly funding issues may impact on relations with the province, bankers and the community. Thus, risk management is a normal part of the Perley Rideau operating culture. That is: everyone is in a position to identify risks and refer them to an appropriate level of management. At the Board level, several Committees are involved in consideration of particular major risks that inherently threaten the viability of the organization. For example:

• Quality of Life and Safety Committee oversees quality assurance and management

programs relative to resident and client liability, infection control and contingencies;

• Stakeholder and Community Relations Committee evaluates the potential impact of major risks on goodwill and community relations including the relationship with funders and donors, other partners and stakeholders;

• Audit and Risk Management Committee oversees evolving financial conditions including the adequacy of the budget, financial efficiency, sensitivity to revenue shortfalls, etc. It also assesses insurance and financial needs; and it ensures that the corporate risk profile is reviewed regularly and corporate risks are appropriately managed;

• Governance and Planning Committee reviews and assesses the effectiveness of the Board’s and management’s risk management policies and procedures across the entire “enterprise”; it identifies and assesses the corporate risks to the Perley Rideau arising from particular strategic directions or programs being considered and ensures that the corporate risk profile is considered in the annual strategic review and update.

7.2.6 Reviewing Enterprise Risk Management

In addition to Accreditation Canada’s Standards for Sustainable Governance, Appendix A to this Chapter includes a Review Checklist for assessing the fulfillment of the Board’s responsibilities with risk to exercising effective Enterprise Risk Management.

**************

Page 291: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 7 of 8

Appendix A to Chapter 7 of Part 4

REVIEW CHECKLIST FOR RISK MANAGEMENT

Governance

• The By-Laws and all other documents essential to good governance are current and practicable, and that actual governance practices are compliant.

• The Board possesses collectively the requisite skills, knowledge and experience for their duties.

• The Board receives adequate and appropriate information for the performance of its duties (including perspectives beyond those of management when necessary).

• The Perley Rideau’s performance monitoring system includes monitoring and evaluation of its enterprise risk management policies and processes.

• The Board has provided a written job description for the CEO and has specifically defined the limits of the CEO’s authority.

Risk Aware Culture

• Risk awareness is an integral element of the corporate culture in strategic planning as

well as in day-to-day decision-making in governance, management and operations. • The Perley Rideau’s philosophy and values include codes of conduct with protection

for whistle blowers. • Staff receive formal training with respect to the Perley Rideau’s risk management

philosophy and processes. • Operating practices throughout the organization comply with:

o Statutory and regulatory requirements; and o Perley Rideau policies and its ethical framework.

Risk Management Processes

• Management follows policies and procedures for the systematic identification,

assessment and mitigation of risks across the Perley Rideau enterprise. • Resources are sufficient to minimize risk to employees, volunteers and beneficiaries

of services provided by the Perley Rideau. • A sound quality management program is in effect to protect the Perley Rideau from

deficiencies in resident or client care, including a safety management system. • The Perley Rideau’s risk management programs and activities are monitored and

evaluated on an on-going basis. • Management reports at least annually to the Board on significant corporate or

enterprise risks (and opportunities) facing the Board and management’s proposed action for managing these.

Page 292: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 7 – Enterprise Risk Management (Board Approved 06Feb2014; Revised 16May2017) Page 8 of 8

• The Board regularly receives risk reports from management and annually reviews and discusses the corporate risk profile to ensure all risks have been appropriately identified, assessed and managed.

• The Board’s annual strategic assessment includes an assessment of the corporate risks confronting the Perley Rideau.

Financial Risk Management

Sound financial management policies and processes are in effect including:

• Budget and capital planning processes to protect the Perley Rideau against predictable risks to its sustainability;

• Any defined financial reserves deemed necessary; • An effective regime of internal financial controls for approving expenditures; • An investment policy to protect Perley Rideau investments; • A policy framework for contracting for the procurement and delivery of goods and

services; and • Adequate insurance provisions are in place to protect the organization and the Board

from potential liabilities.

Other Resource Risk Management

A coherent framework of policies and procedures are in place for:

• The effective utilization of the Perley Rideau’s human capital; • The development, maintenance and operation of the Perley Rideau’s informatics

services that provide accurate, secure information that is available when needed; • The sustainability of the Perley Rideau’s plant and for the maintenance and

replacement of its other physical assets; and • The ongoing maintenance of effective working relationships with stakeholders,

preserving the reputation of the Perley Rideau as a trusted and respected partner.

Page 293: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 1 of 12

PART 4 – STEWARDSHIP: GUIDANCE FOR GOOD GOVERNANCE

Chapter 8

PERFORMANCE MANAGEMENT1

This chapter identifies key areas of Board responsibility for performance monitoring and provides guidance in the use of performance monitoring reports.

8.1 GENERAL

One of the Board's responsibilities is to oversee the performance of the Perley Rideau, especially in terms of quality of care and services, financial condition and progress on attaining its strategic goals. As a normal part of performance management today, the Perley Rideau establishes objectives and reports performance results on a monthly, quarterly and annual basis, and an assessment is made as to whether a correction is required based on that performance. This process is generally referred to as performance management. Performance management in turn implies measurement. Consequently the term performance measurement is used to establish measures and indicators that quantify performance objectives as a basis for planning targets and monitoring actual results. This information is used to assess and make judgments about whether the actual progress is adequate and what corrective action is needed.

8.1.1 Stewardship

Stewardship includes monitoring performance and communicating with stakeholders. Because resources are limited, directors must make sure they are well managed and used in a way that gets results. This is important, not only to the organization itself but also to the stakeholders who benefit from the organization’s activities or provide support. The Board’s responsibilities include supporting management when it communicates the organization’s activities, financial and other performance results to corporate members, providers of funding, appropriate government agencies, and other stakeholders.

1 This chapter draws heavily on the OHA's “Guide to Good Governance”.

Page 294: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 2 of 12

8.2 PERFORMANCE MONITORING 8.2.1 How to Measure and Monitor Performance?2

There is an old adage that “What gets measured, gets done”. Measures of success (e.g. objectives) often define success, and the proper determination of a measure is vital to achieving the strategy. Good strategic and operational planning includes measurable objectives that reflect and build on actual results and achievements. This is not always easy for not-for-profit organizations whose legal purpose is often expressed in terms of meeting a social need. There are, essentially, two types of measurement: quantitative and qualitative. Quantitative measures record the incidence of events and other things that can be counted such as the number of people who received a particular service to a defined standard, etc. These measures, including financial results, can reflect the organization’s efficiency and effectiveness in getting things done. Qualitative measures deal with opinions and feelings – very important considerations for not-for-profits – and thus with the organization’s effectiveness in delivering the appropriate quality of service. Qualitative measures can be expressed in numbers by using such techniques as surveying people and recording the results; e.g. by asking people to rate their satisfaction on a scale of 1 to 10.

8.2.2 Performance Monitoring Standards

Accreditation Canada has laid out a set of standards for performance monitoring in its Standards for Sustainable Governance. These are reproduced at Appendix A to Chapter 1 of this Part (see Standard 13).

8.2.3 Board's Performance Monitoring Responsibilities

The Board is responsible for ensuring that management has adequate systems in place for: • Monitoring organizational performance on a monthly, quarterly and annual basis, as

determined by the Board, such that: o The Perley Rideau’s operations are in conformity with all legal and regulatory

requirements and the organization’s values; o The Perley Rideau meets Accreditation Canada’s standards; o The Perley Rideau’s strategic directions and objectives are being fulfilled;

• Reporting to corporate members, funders and other key stakeholders.

2 Adapted from the Chartered Accountants of Canada publication, “20 Questions Directors of Not-for-profit Organizations Should Ask about Governance” © 2006, question 18.

Page 295: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 3 of 12

The Board must oversee the performance of seven key areas of responsibility: • Fulfillment of mission, vision and strategy; • Performance of Chief Executive Officer (CEO); • Quality of care and services; • Financial condition; • Work force and human resources; • External relationships; and • The Board's own effectiveness.

The Board and management have established a process for monitoring and assessing performance on a regular basis. The process includes: • Tools for assessment; • Measures and indicators (primarily through scorecards and dashboards); and • Assigned responsibility for providing the required information.

The Board uses measures wherever these can support its ability to assess and make judgments about its key areas of responsibility. Figure 1 – Board Responsibilities in Performance Management (found on the following page) – offers some general suggestions. However, the specific methodology used by the Board to measure performance is the review of scorecards and dashboards compiled on a regular basis by management. The Board has access to a plethora of formal and informal reports to assist in monitoring and evaluating the organization’s effectiveness. Collectively these comprise a diversity of perspectives that constitute a sound basis for informing the Board’s own perspective, including: • Monthly, quarterly and annual scorecards and dashboards; • Financial reports (quarterly reports and annual audited statements); • MOHLTC Compliance Checks; • Accreditation Canada reports; • Resident Assessment Instrument – Minimum Dataset (RAI – MDS) reports • Satisfaction surveys (residents and families, staff); • Focus groups (with staff, families, volunteers, community, etc.); • Board committee reports (including strategic assessments, etc.); and • Board questionnaires. Audits: Management conducts monthly and quarterly audits, and reports its findings to the Board by way of the scorecards and dashboards. With respect to evaluating its own performance, the Board has a comprehensive process for assessing the effectiveness of its own governance, collectively and individually. (See Chapter 6, Part 2 for further detail.) In addition many of the Chapters in this Part on Stewardship contain checklists for reviewing various aspects of Board and Corporation performance.

Page 296: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 4 of 12

Board Responsibilities in Performance Management

Board Responsibility Area

Board Approach to Performance Management

Use of Measures

MISSION, VALUES, VISION AND STRATEGIC DIRECTIONS

Direct role of Board to assess the implementation of the strategic plan at least annually.

Assess qualitatively and quantitatively the progress in implementing the strategic directions and initiatives and accomplishing goals where these are measured.

EXECUTIVE PERFORMANCE

Performance of CEO through annual evaluations and quarterly review.

For a discussion of tools, see Chapter 1 of Part 3 (e.g. core accountabilities and targeted objectives).

Oversee executive performance through assessment of Perley Rideau's results.

Assess accreditation and compliance audits, financial audits, satisfaction surveys, quality results, etc.

QUALITY OF CARE AND SAFETY

Essentially an aspect of organizational performance related to executive performance (above).

Performance measures and indicators to monitor performance against commitments (i.e. Perley Rideau’s performance monitoring system).

WORKFORCE AND HUMAN RESOURCES

Essentially an aspect of organizational performance related to executive performance (above).

Performance measures and indicators to monitor performance against commitments (i.e. Perley Rideau’s performance monitoring system).

FINANCIAL CONDITION

Essentially an aspect of organizational performance related to executive performance (above).

Performance measures and indicators to monitor performance against commitments (i.e. Perley Rideau’s performance monitoring system).

EXTERNAL RELATIONSHIPS

Direct role of Board to consider quality of external relationships with key stakeholders - e.g. MOHLTC, community and local agencies.

Qualitative assessment of quality of relationships, and of local health system integration.

BOARD'S OWN EFFECTIVENESS

Various aspects to consider – essentially a qualitative assessment of Board processes and effectiveness.

For tools see Chapter 1 of this part (Part 4), Appendix A: Accreditation Canada’s Governance Standards; and Appendix B: Governance Review Checklist.

Page 297: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 5 of 12

8.3 PERFORMANCE MANAGEMENT 8.3.1 Factors Affecting Performance Management for the Board

The Board oversees the organization's performance through its oversight of the CEO's and management's overall performance. To do so requires measures indicative of results. Many factors must be considered in framing a performance monitoring system that will serve the Board. Linkages between Strategic Planning and Annual Plans A sound performance management and measurement system connects the strategic plan to the annual operating performance. • Strategic plans should have measures of performance for a longer time frame (three

to five years); • As part of the strategic plan, there should be milestones for making progress to the

five-year vision (i.e. identify what should be achieved by the end of Year One and Year Three, etc.); and

• Annual operating plans should establish corresponding one-year targets, possibly broken into measures of quarterly achievement.

Accountability Agreements and Measurement Accountability agreements between the Ministry of Health and Long-Term Care and the Perley Rideau provide the basis for reporting results to government. These accountability agreements cover a wide range of performance indicators and service volumes. Signatories are bound by the performance commitments in the defined performance areas which include: • Financial health; • Resident and client care and access; • Organizational health; and • System integration.

The Perley Rideau's performance monitoring system must track the performance in the defined areas. Accordingly, the Board will need to review these measures in carrying out its performance oversight responsibility. Good Reporting A sound measurement and reporting system has the following specifications:

• Actual performance compared to planned results (targets);

Page 298: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 6 of 12

• Actual performance compared to available benchmarks from like facilities, where available;

• Actual performance compared to acceptable standards and ranges; and • Variances to the above, with management’s explanation of significant variances.

8.3.2 Performance Reporting

Perley Rideau management has developed a Performance and Risk Monitoring Framework, both for the use of management and for reporting to the Board. It is built upon the most recent four strategic directives and is aligned with the Strategic Plan. Indicators are reviewed and refreshed annually. On the following pages are found three graphics which illustrate the Performance and Risk Monitoring Framework, the Board-level Performance & Risk Monitoring Summary, and a sample Organizational Performance Scorecard:

Page 299: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 7 of 12

Perley Rideau Performance and Risk Monitoring Framework – 2017

Board-level Performance & Risk Monitoring Summary

Page 300: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 8 of 12

Sample Organizational Performance Scorecard

Page 301: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 9 of 12

8.3.3 The Board's Use of Performance Monitoring Reports

The Board's principal fiduciary responsibility is overseeing how well the Perley Rideau is accomplishing its mandate and mission. Therefore the Board needs information to do that, and it must act to ensure that it is receiving reliable and sufficient information to discharge its responsibilities. However, what is the Board to do as a consequence of the information it receives? For example, the Board must respect the line between the Board's role and executive management's role. The CEO is expected to take corrective action to address operational performance problems. The reality is that the Board may not have the competence to know what corrective action is needed. In certain circumstances, the Board may deem that there is urgency and imminent potential damage to the organization and may direct corrective action itself. (However, organizational priorities and opportunities may be forfeited in the process.) Where the available information suggests a performance problem related to its own effectiveness, the Board takes its own action. Potentially, the Board might also feel the need to get directly involved about urgent matters related to external relations and major strategic direction programs (such as the creation of the Seniors’ Village). If the Board decides to intervene directly, it should be sure that it is focusing on a potentially systemic problem or something posing a significant potentially damaging situation to the corporation, rather than chasing anecdotal feedback. Where performance is consistently positive, the Board should find ways to acknowledge good performance and reinforce such behaviour.

8.3.4 Reviewing Performance Management Regular review of the Perley Rideau performance management system is essential to sound stewardship. As discussed, currently, this includes monthly, quarterly, and annual operational scorecards and risk measurement dashboards. Additionally, the Board should review Accreditation Canada’s Standards for Performance Monitoring. Finally, in Appendix A to this Chapter there is a Review Checklist for Performance Monitoring System for assessing the fulfillment of the Board’s responsibilities for performance management.

*************

Page 302: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 10 of 12

(This page has intentionally been left blank.)

Page 303: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 11 of 12

Appendix A

to Chapter 8 of Part 4

REVIEW CHECKLIST FOR PERFORMANCE MONITORING SYSTEM

1. The Board is satisfied that the Perley Rideau has in place effective systems for the

performance monitoring, analysis and reporting on all aspects of corporate performance including: a. Fiduciary obligations; b. Strategic planning; c. Executive performance; d. Resident and client well-being and satisfaction; e. Financial health; f. Resource stewardship; g. Risk management; h. Stakeholder relations; and i. Board governance.

2. The Perley Rideau seeks performance feedback from all major stakeholder groups

(including clients and residents, staff and volunteers, elected and government officials, evaluators engaged in audits, accreditation and certification processes.)

3. With respect to the many aspects of the Perley Rideau’s performance monitoring

system’s subcomponents: a. Processes are well documented and understood by those using these systems; b. Findings are systematically recorded and analyzed; c. Variances from expected performance are explained; d. Results and recommendations are summarized and reported to the Board by senior

management.

4. Management has adequate resources for implementing and maintaining an appropriate level of organizational performance monitoring.

5. The Board assesses the product of the performance monitoring system against the

backdrop of an up-to-date environmental scan. 6. The Board has effective means for:

a. Integrating performance information from the multiple governance and management perspectives of the organization;

b. Evaluating the effectiveness of the performance monitoring system in fulfilling the mission, vision and strategic objectives of the corporation; and

c. Evaluating the consequent outcomes in meeting community requirements.

Page 304: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL III – GOVERNANCE / Part 4 – Stewardship: Guidance for Good Governance / Ch 8 – Performance Mgmt. (Board Approved 06Feb2014, Rev. 04June2015, Updated 07Sept2017) Page 12 of 12

7. The Board uses performance monitoring information in its strategic planning and decision making to improve future performance.

8. The Board relies on a blend of quantitative measures and qualitative feedback in

assessing the efficiency and effectiveness of the Perley Rideau’s Performance Monitoring System.

9. The Board regularly:

a. Reviews and evaluates the relevance and reliability of the performance measures being monitored by management and reported to the Board; and

b. Reviews the adequacy of its own performance evaluation processes (including those for collective Board and Committee evaluations, Chair and Committee Chair evaluations, and assessments of individual members’ performance).

10. The Board seeks continual improvement in the effectiveness of the Perley Rideau’s performance monitoring system.

Page 305: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – BOARD POLICY DIRECTION TO MANAGEMENT – OVERVIEW (Rev. 08Sept17) Page 1 of 3

VOLUME IV – BOARD POLICY DIRECTION TO MANAGEMENT

OVERVIEW

General Board policies set the rules by which the organization is expected to fulfill its responsibilities in carrying out the corporate mission. They are statements of intent that provide principles to guide decisions and conduct in pursuit of desired outcomes. Policies reflect high-level thinking, leaving operational detail to responsible managers. Taken together, the policies provide a coherent framework consistent with higher ideals and themes. But policy is an elastic notion that is stretched in many directions in common usage. Policies may be kept at the level of principles or ideals to be followed by the organization or they may prescribe or proscribe courses of action, intended results, or particular ways and means. At the heart of any definition of policy is an element of intent that is to be respected. Usually, there is also an explicit or an implied sense of accountability; somebody will be held responsible for seeing to the effective implementation of the policy. Policies may even provide for sanctions for those who fail to fulfill the intent. (See Appendix 1 for Policy Definitions.) Perley Rideau Policy The Board of Directors in governing The Perley and Rideau Veterans’ Health Centre is guided by a number of authorities. At the highest level are the laws and legislation, set by government bodies, to which the Perley Rideau must comply. These are augmented by the articles of incorporation and Bylaws that have been filed with relevant government authorities. Within this framework of authorities the Board adopts “Policies” or statements of intent that provide principles to guide decisions and conduct in the pursuit of desired outcomes for the Perley Rideau. Approved policies relate to its own governance and effective functioning (found in Volume III Part 2), as well as those which set out at a high level the Board’s expectations for Management (found in this Volume). The latter set out the tone for the organization and guide management in the operation of the organization. In addition to Board-approved policies, Management adopts policies with related guidelines, protocols or procedures to guide, direct and control the day-to-day functioning of the organization. These policies can be administrative (human resource, financial or other resource management) or program delivery specific (including standard operating procedures, crisis or emergency management, public relations, etc.). Management’s policies are not the purview of

Page 306: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – BOARD POLICY DIRECTION TO MANAGEMENT – OVERVIEW (Rev. 08Sept17) Page 2 of 3

the Board of Directors and they would only come to the attention of the Board when there has been a problem associated with their application that requires Board attention. Board-approved policies are authoritative documents. They must be approved by resolution of the Board and must be recorded in the Board decision record. Once approved they are direction either to how the Board and Board members conduct themselves in the execution of the Board’s responsibilities to Perley Rideau or are direction to Management. Policies related to Board Direction to Management are usually first developed by one of the Board’s standing committees and usually relate to one of the areas of Board function including, Fiduciary Oversight, Direction Setting, Financial Oversight, Resource Stewardship, Risk Management, Stakeholder Relations, or Performance Evaluation. Within these areas there may be multiple policies or none depending on the Committee or Board’s assessment on the need to direct management. Further, for some policy areas there is a separate chapter in other Volumes of the Guide as there is significant application for both the Board and Management. This includes:

Strategy – Volume II Ethics and Values – Chapter 1 Part 2 of Volume III Executive Authority – Part 3 of Volume III

All policy direction to Management must include: • Title, date, authorization (including signature) • Statement of the Board Policy • Purpose - the intent which may be philosophical or principle based • Rationale/context • Ownership - roles and responsibilities (the Board chair, the Board as a whole,

committees, management; essentially who does what to whom) • Review - how the policy is to be monitored, by whom and the frequency.

Additional considerations for inclusion if applicable:

• Authority • Application - who, term, etc. • Reporting requirements • Linkage - chapters in other Volumes of the Guide that would give background, or to other

related policies or to the Bylaws, etc. Once reviewed by the Governance and Planning Committee for context, completeness and consistency with other policies in the Volume, the policy is tabled for Board approval. Once approved by the Board, Management is expected to implement the policy immediately. (See Appendix 2 for Process for Approval of Board Direction to Management Policies.) Purpose of this Volume The purpose of this Volume is to provide a current compendium of Board-approved policies which direct Management in various aspects of the Perley Rideau’s operations.

Page 307: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – BOARD POLICY DIRECTION TO MANAGEMENT – OVERVIEW (Rev. 08Sept17) Page 3 of 3

Review Volume IV is reviewed annually.

**************

Page 308: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – BOARD POLICY DIRECTION TO MANAGEMENT – Appendix 1: POLICY DEFINITIONS Page 1 of 1

Appendix 1

POLICY DEFINITIONS

Policy General The Board of Directors in governing the corporation is guided by a number of authorities. At the highest level are the laws and legislation, set by government bodies, to which the Perley Rideau must comply. These are augmented by the articles of incorporation and Bylaws which have been filed with relevant government authorities. Within this framework of authorities the Board may adopt by resolution, “Policies” or statements of intent that provide principles to guide decisions and conduct in the pursuit of desired outcomes for the Perley Rideau. The Board adopts policies related to its own governance as well as policies that set out at a high level the Board’s expectations for Management. The latter set out the tone for the organization and guide management in the operation of the organization with respect to areas within the Board’s purview such as direction setting, its fiduciary responsibilities, etc. The Board does not usually approve Management operational policy as this is the remit of Management. Board Governance Policy Policies that guide the Board in the performance of its governance responsibilities and its effective functioning (Board of Directors Policies are found in Volume III of the Governance Manual). Board Policy Direction to Management Policies that set the tone for the organization and expectations of Management including such direction setting guidance as the Perley Rideau's values and ethical codes, mission and vision. Other relevant policy domains can be related to the other Board of Directors’ responsibilities including fiduciary oversight, financial oversight, human resource, performance management, risk management and stakeholder relations. This direction to Management in the form of policies is found in Volume IV of the Governance Manual. Management Operational Policy A set of policies with related guidelines, protocols or procedures that Management has adopted to guide, direct and control the day-to-day functioning of the organization. These policies can be administrative (human resource, financial or other resource management) or program delivery (including standard operating procedure, crisis or emergency management, public relations) specific. These policies are not the purview of the Board of Directors and they would only come to the attention of the Board when there has been a problem associated with their application that requires Board attention.

**************

Page 309: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – BOARD POLICY DIRECTION TO MANAGEMENT – Appendix 2: PROCESS APPROVAL OF VOL. IV BOARD POLICIES (Approved 03Apr2014) Page 1 of 1

Appendix 2

PROCESS FOR APPROVAL OF PERLEY RIDEAU BOARD DIRECTION TO MANAGEMENT POLICIES

The process for approval of Policies for inclusion in Volume IV – Board Policy Direction to Management – is as follows:

1. The sponsoring Committee and/or management develop a policy and it is approved at the

Committee level. Note: It is recommended that policies under consideration by Board Committees be developed in consultation with the Board Chair and CEO.

2. The Committee submits the policy to the Governance and Planning Committee for review (context, completeness, consistency relative to other policies in Volume IV, etc.). The Governance and Planning Committee Chair discusses the policy with the submitting Committee Chair, if required.

3. The sponsoring Committee Chair recommends the policy for Board approval at the next Board meeting that the Board Chair feels would be suitable. The recommended policy may be a stand alone item for decision in the Board agenda or it may be included in Part II of the Board’s Consent Agenda along with a Briefing Note.

4. For the first year (i.e. until June 2015), Volume IV will be updated with recent policies every six months. Subsequently, Volume IV will be reviewed annually.

Approved by the Board of Directors April 3, 2014.

**************

Page 310: TABLE OF CONTENTS - Perley Rideau

The Perley and Rideau Veterans’ Health Centre BOARD GOVERNANCE GUIDE FOR DIRECTORS

VOL IV – INDEX OF BOARD-APPROVED POLICIES (Updated July 2018) Page 1 of 1

INDEX OF BOARD-APPROVED POLICIES

Board-Approved Policies are included in this Volume in chronological order according to their policy numbers (unless otherwise indicated below).

Policy Number BOARD-2014-01 CULTURE OF SAFETY BOARD-2014-02 OFFICIAL LANGUAGES BOARD-2017-01 * CODE OF ETHICAL CONDUCT (replaces archived Ethics policies) Appendix A: Residents’ Bill of Rights Appendix B: Core Values of the Perley Rideau BOARD-2014-06 * ETHICAL ISSUES RESOLUTION POLICY * The Board’s Ethics Policies can be found in Vol. III, Part 1. BOARD-2014-08 ADVOCACY ON BEHALF OF THE PERLEY RIDEAU BOARD-2014-09 DISCLOSURE OF INFORMATION BOARD-2014-10 SMOKING AT THE PERLEY RIDEAU BOARD-2014-11 HONOURING THE PERLEY RIDEAU’S MILITARY HERITAGE IN THE SENIORS’ HOUSING BOARD-2015-01 COMMUNITY AND STAKEHOLDER ENGAGEMENT BOARD-2015-02 PARTNERING ARRANGEMENTS & RISK: Informing the Perley Rideau Board BOARD-2015-03 SHARED GOVERNANCE OVERSIGHT FOR CLINICAL PARTNERING ARRANGEMENTS BOARD-2016-01 INVESTMENT POLICY “The Ted Gordon Investment Policy Statement” BOARD-2017-02 DELEGATED SIGNING AUTHORITY

Page 311: TABLE OF CONTENTS - Perley Rideau
Page 312: TABLE OF CONTENTS - Perley Rideau
Page 313: TABLE OF CONTENTS - Perley Rideau
Page 314: TABLE OF CONTENTS - Perley Rideau
Page 315: TABLE OF CONTENTS - Perley Rideau
Page 316: TABLE OF CONTENTS - Perley Rideau
Page 317: TABLE OF CONTENTS - Perley Rideau
Page 318: TABLE OF CONTENTS - Perley Rideau
Page 319: TABLE OF CONTENTS - Perley Rideau

Page 1 of 2

POLICY

CLASSIFICATION: GENERAL CATEGORY: ADMINISTRATION ISSUED BY: CHAIR OF THE BOARD AUTHORIZED BY: BOARD OF DIRECTORS

NUMBER: BOARD-2014-11 DATE: 04Dec2014– O

Board Policy re: HONOURING THE PERLEY RIDEAU’S MILITARY HERITAGE

IN THE SENIORS’ HOUSING STATEMENT OF BOARD POLICY: The Board of Directors of the Perley and Rideau Veterans’ Health Centre (Perley Rideau) is committed to:

• recognizing former Canadian Armed Forces members’ unique contribution to Canada; • honouring the Perley Rideau’s military heritage; and • reflecting both the civilian/community and military culture of the Perley Rideau;

by endeavouring to have a significant number of activities, programs and apartments in the Seniors’ Housing for former members of the Canadian Armed Forces.

PRINCIPLES: The following are the Board’s Principles for implementing this commitment in the Seniors’ Housing: The Seniors’ Housing will aim to accommodate all eligible seniors. The Perley Rideau will

take a balanced approach in the Seniors’ Housing encompassing both seniors in the civilian/community population and all former members of the Canadian Armed Forces.

The Seniors’ Housing will offer programs to meet the needs and interests of former Canadian

Armed Forces members. Rental policies and practices will ensure that a significant portion of the Seniors’ Housing units

will be offered to former members of the Canadian Armed Forces. The current “look and feel” of the Perley Rideau campus, which reflects the dual visibility of

military heritage and the general population of Ontario seniors, will be preserved in the Seniors’ Housing.

Page 320: TABLE OF CONTENTS - Perley Rideau

PERLEY RIDEAU Board Policy re: BOARD-2014-11 HONOURING THE PERLEY RIDEAU’S MILITARY HERITAGE IN THE SENIORS’ HOUSING

Page 2 of 2

CONTEXT: The Perley Rideau Veterans’ Health Centre has a long history dating back to 1897. It is the amalgamation of a number of institutions that were brought together on the Perley Rideau campus in 1995. These include: the Perley Hospital first established in 1897, the Rideau Veterans’ Home established in1945 and the National Defence Medical Centre established in 1961. Thus the Perley Rideau has had a dual role since its creation of serving both Veterans and the community. Of the 450 beds in the long-term care part of the institution, 250 are dedicated to Veterans and receive special funding from Veterans Affairs Canada. In recent years the services offered at the Perley Rideau have expanded beyond long-term care to offer other services along the continuum of care. In addition the organization has built independent living apartments. While the facilities and services offered are changing, the organization continues to serve Veterans and honour its military heritage. ROLES AND RESPONSIBILITIES: The management team will implement the policy and principles pertaining to honouring the military heritage of the Perley Rideau in a practical manner, taking into account the operations of the Seniors’ Housing and the financial sustainability of Perley Rideau. POLICY REVIEW: The Board will review this policy and its implementation annually.

* * *

Page 321: TABLE OF CONTENTS - Perley Rideau
Page 322: TABLE OF CONTENTS - Perley Rideau
Page 323: TABLE OF CONTENTS - Perley Rideau
Page 324: TABLE OF CONTENTS - Perley Rideau
Page 325: TABLE OF CONTENTS - Perley Rideau

The Perley and RjdeauVeterans' Heaith {entfe

NUMBER: BOARD-2015-02

DATE: 2015-May-07 - O

CLASSIFICATION: GENERAL

CATEGORY: ADMINISTRATION

ISSUEDBY: CHAIROFTHEBOARD

AUTHORIZEDBY: BOARDOFDIRECTORS

Board Policy re: PARTNERING ARRANGEMENIS AND RISK:Informins the Perlev Rideau Board

POLICYwlr fy.p{r leyr idea{.( { l . t i l ) l l i i , . . : f l l l l . r r l a l r l i , r ' , , r a, i : , r ' r , r , f , l i ; : / -1 1{ r i . ) l :15?t r l i r

STATEMENT OF BOARD POLICY:

All partnering arrangements with the Perley Rideau must align wilh its mission, vision and strategicplan. Any commitment to a partnering arrangement that has the potential to change the intent,stability, sustainability, scope, or balance within the Perley Rideau mission, vision or strategic planrequires broad Board approval prior to being undertaken. This applies regardless of the type, form orsize of the arrangemenL

The Perley Rideau CEO is responsible ;fbr the management ofpafinering alrangements and willinform the Board of significant life cycle rislla and mitigation strategies in a timely, open gndtransparent manner, promoting the opportunity.for Board discussion, advice or direclion'. asappropriate to the situation.

PURPOSE:

Partnering arrangements form a vital part of the Perley Rideau vision and strategy. Knowledge andmanagement ofthe inherent and acquired risks that go hand in hand with partnering arrangements helpto mitigate the probability and consequences ofrisk, thus helping to avoid negative outcomes related tothe working and broader partnership, the mission and vision of the Perley Rideau corporation, or to thecommunity or public at large.

CONTEXT:

The term 'partnership' signifies a specific legal entity which is not applicable to not-for-profithealthcare; instead the accepted terminology is 'partnering arrangement'. Parlnering arangementsinvolve any arrangement, regardless of form,based on common goals and commitment in whichparties agree to cooperate to advance their mutual interests. Further, partnering can involve any like-minded stakeholders, including funders, academic organizations, other providers or health care

Pase I of3

Page 326: TABLE OF CONTENTS - Perley Rideau

PERLEY RIDEAU Board Policy re: PARTNERING ARRANGEMENTS & RISK BOARD-2015-02

Page 2 of 3

agencies, physician groups and for-profit organizations. Partnering arrangements come in many forms or types, ranging from alliances guided by memorandums of understanding, to formal commitments through contracts or accountability agreements, to legal entities based on transfer, merger or amalgamation of services. Each of these forms has its own requirements and implications, but comes under the broader umbrella of partnering arrangements. 1. From a governance perspective, it is the function, not the form, type or size of a partnering

arrangement that predisposes it to expose the Perley Rideau to risk. In this regard, any partnering arrangement, or planned commitment to the same, even if considered simply a ‘service contact’ can have the potential to change the intent or stability within the Perley Rideau mission, vision or strategic plan or to expose the corporation to significant risk at various stages of its life cycle. It is for this reason that broad governance oversight of the potential for strategic or significant operational risk from any partnering source is important.

2. Aside from risks that may have a strategic impact, significant risks can occur throughout the life cycle of partnering arrangements including during planning, selection/establishment, development/construction, service/operations, and finally, dissolution. Risks of particular concern to the Board, at any point in the life cycle, are those actual or potential risks that may have a resultant negative impact on the Perley Rideau’s charitable or legal standing; regulatory standing; financial stability and sustainability; infrastructure; quality, safety, utilization or continuity of care or service; internal or external stakeholder relationships; public reputation, identity or image; or overall culture, values and philosophy.

3. Akin to sentinel events or critical incidents, significant risks at a partnering level include those that threaten the existence of the partnership itself or its ability to meet its mandate, as well as those that may have a broader detrimental effect on the Perley Rideau Village or corporate entity, its community of residents, clients and stakeholders or the community at large. The Board expects to be informed, consulted and updated by the CEO in a timely and open manner regarding any significant risks, actual or potential, throughout the lifecycle of any partnering arrangement, regardless of its form or size.

4. Given the above expectation, the Board also recognizes that partnership arrangements with the highest overall risk potential are those involving multiple or new client streams; integrated, shared or joint delivery of care or services; multiple partners; multiple stakeholders; and/or, multiple revenue, funding or accountability streams. In these cases, a structured risk management process, including shared, mitigated and transferred risk processes and performance measurement, is expected to be undertaken by the partners, with the full support and leadership of the Perley Rideau CEO, in a manner specific to the partnering arrangement and its lifecycle phases.

ROLES AND RESPONSIBILITIES: The Perley Rideau Board: • The Perley Rideau Board, supported by the CEO, is ultimately responsible for broadly

determining what partnering opportunities are to be advanced. This will generally occur as part of the strategic planning or review process and is undertaken on a planned and selective basis, however, at times may arise due to circumstance or opportunity.

• The Board, through its Chair or Committees acts as a sounding board and monitors and oversees the management and resolution of significant risks related to partnering arrangements. The nature of the potential risk impact or deviation will determine the level of the Committee and/or Board involvement.

Page 327: TABLE OF CONTENTS - Perley Rideau

PERLEY RIDEAU Board Policy re: PARTNERING ARRANGEMENTS & RISK BOARD-2015-02

Page 3 of 3

• Oversight by Perley Rideau Board Committees includes monitoring potential or actual significant risks within the working or broader partnering arrangement itself and those that may impact the Perley Rideau Village or corporation or its stakeholders more broadly. Board committee leadership is guided by the following: o Governance and Planning Committee – significant risks that may impact the mission,

vision, strategic plan, policies or ethics; o Audit and Risk Management Committee – significant risks relating to charitable, legal or

regulatory standing; structural or functional status be it physical, technological or environmental; financial accountability, stability or sustainability; productivity or non-clinical outcomes; or, human resources;

o Quality of Life and Safety Committee – significant risks that may impact values, culture, quality, safety, access, utilization, research ethics or the provision or continuity of care or service as they relate to residents/clients, families, staff or volunteers;

o Stakeholder and Community Relations Committee – significant risks relating to communications, marketing, public image/identity, advocacy or relationships. Risks include those related to Perley Rideau stakeholders:

- the Perley Rideau Foundation and other funders (VAC, MOHLTC, LHIN, City of Ottawa);

- stakeholders within the Perley Rideau (ongoing relations with: residents/clients/tenants, families and friends, staff, volunteers, unions, management);

- the political community (Federal, Provincial, City of Ottawa); - communities of practice (organizations related to health, education, social services,

physicians etc.); - other planned or current partners, alliances or networks; and - the local or broader community or public at large.

• The Board will consider the CEO’s leadership and collaborative role in assessing, preventing, managing/resolving and reporting actual and potential risks related to partnering arrangements in evaluating the CEO’s annual performance.

The Perley Rideau CEO: • Within the broader strategic context, the ongoing and day-to-day work of selecting partners;

planning, identifying and achieving joint operational objectives and outcomes; managing and coordinating relationships and the partnership context; and identifying, preventing and managing inherent and acquired risks throughout the partnership lifecycle is the responsibility of CEO.

• Significant partnering risks, their evaluation, joint mitigation strategy and resolution are to be reported to the Perley Rideau Board by the CEO, through its committees or directly through the Board Chair or Board as a whole, regularly and at least annually depending upon the nature of the arrangement and the extent of the risks involved.

POLICY REVIEW: The Board will review this policy and its implementation annually.

* * *

Page 328: TABLE OF CONTENTS - Perley Rideau
Page 329: TABLE OF CONTENTS - Perley Rideau
Page 330: TABLE OF CONTENTS - Perley Rideau
Page 331: TABLE OF CONTENTS - Perley Rideau
Page 332: TABLE OF CONTENTS - Perley Rideau
Page 333: TABLE OF CONTENTS - Perley Rideau
Page 334: TABLE OF CONTENTS - Perley Rideau
Page 335: TABLE OF CONTENTS - Perley Rideau
Page 336: TABLE OF CONTENTS - Perley Rideau
Page 337: TABLE OF CONTENTS - Perley Rideau
Page 338: TABLE OF CONTENTS - Perley Rideau
Page 339: TABLE OF CONTENTS - Perley Rideau
Page 340: TABLE OF CONTENTS - Perley Rideau
Page 341: TABLE OF CONTENTS - Perley Rideau
Page 342: TABLE OF CONTENTS - Perley Rideau
Page 343: TABLE OF CONTENTS - Perley Rideau
Page 344: TABLE OF CONTENTS - Perley Rideau
Page 345: TABLE OF CONTENTS - Perley Rideau
Page 346: TABLE OF CONTENTS - Perley Rideau
Page 347: TABLE OF CONTENTS - Perley Rideau