Orientation SessionBoard of Directors

November 27, 2012

Overview of Orientation Session

• Regulatory Framework• Strategic Plan• Board Composition• Board Operations• Policy Framework

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Directors must:

• ensure that compliance with applicable legislation and regulations is a priority for the Board (ex. Occupational Health and Safety Act of Nova Scotia)

• exercise due diligence to ensure AWARE-NS is in compliance with relevant legislation

• ensuring that AWARE-NS is fair and honest in its business dealings

Regulatory Framework

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AWARE-NS

• Incorporated under the Societies Act - March 9, 2009

• Name of the Society is:

“Nova Scotia Health and Community Services Safety Association”

Articles of Incorporation

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Operating on a volunteer and non-profit basis the objects of the Society are essentially

a) To develop and promote safety standards and safe practices by the health care and community services sector.

b) To reduce incidents and accidents through education and development of best practices in incident management and reduction.

c) To communicate with and educate the stakeholders regarding the objects of AWARE-NS.

d) To provide a forum where stakeholders may exchange thoughts, ideas and coordinate their efforts on matters pertaining to safety standards for the sector.

e) To partner with other organizations whose objects are similar to those of AWARE-NS.

f) To acquire the necessary property to support the organization.

Articles of Incorporation (continued)

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By-Laws• AWARE-NS by-laws for are can also be found on the website

www.awarens.ca under the confidential board login section

Key sections of the bylaws include:

• Membership Rights and Responsibilities - outlines membership requirements, voting and other rights of members

• Members’ Meeting - outlines the requirements for special and general meetings and the annual general meeting, including quorum requirements

• Note section 24, page 5 – Where there is an equality of votes, the motion shall be lost.

(continued on next slide)

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By-Laws• Key sections of the bylaws (continued)

• Directors – the requirements for directors and their responsibilities

• Directors’ Meetings – meeting requirements

• Note section 38, page 8 – The board shall be at least 4 times each year

• Officers – the required officers and their duties (Chair, Vice-Chair, Treasurer/Secretary)

• Finance – addresses financial reporting and the inspection of the financial statements

• Note - the fiscal year end is March 31st of each year

• Auditors are appointed a the annual general meeting

• Directors and officers serve without remuneration

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Mission, Beliefs, Vision

AWARE-NS MissionWorking with stakeholders and partners to promote and improve safety and health in Health and Community Services workplaces.

AWARE-NS BeliefsWe believe that:

• A health and safe workplace is a basic right.• All workplace injuries must be prevented.• Everyone must be a leader in workplace health and safety.

AWARE-NS VisionSafe and health people; safe and healthy workplaces.

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AWARE-NS ValuesOur core values guide our work with partners and stakeholders:

ExcellenceWe strive for excellence by improving health and safety through innovation.

AccountabilityWe are accountable by making transparent, evidence-based decisions that lead to value-added health and safety outcomes.

CollaborationWe encourage collaboration by engaging and enabling all stakeholders to work together, sharing knowledge and expertise.

RespectWe build trust by valuing everyone’s contribution and recognizing diverse needs.

CourageWe have the courage to drive change by inspiring everyone to think creatively and be health and safety leaders.

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Strategic Priorities

September 2009 -AWARE-NS Strategic Plan was developedApril 12, 2012- Strategic Plan reviewed and reaffirmed by the Board.

• Collaboration, Partnership, Leadership• Awareness, Promotion, Advocacy, Communication• Education and Training, Facilitating Effective Practices• Sustaining AWARE-NS and Progress in the System

The board has provided direction to develop a plan that is consistent with the original plan for a further three-year term with a vision for five years

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Strategic PrioritiesDraft Strategic Plan: 2012-2017

1. Collaboration, Partnerships, Leadership:

1.1 Engage leaders around a shared agenda for change

1.2 Establish partnerships for service and program delivery

2. Awareness, Promotion, Advocacy, Communication:

2.1 Position AWARE-NS as the leading voice on Healthcare and Community Services health and safety issues

2.2 Communicate effectively with all stakeholders

3. Education and Training, Facilitating Effective Practices:

3.1 Promote effective practices for health and safety throughout the sector 3.2 Ensure health and safety educational resources are available to all stakeholders

4. Sustaining AWARE-NS and Progress in the System:

4.1 Our contributions are viewed as credible and useful by the sector and the public

4.2 Have a measurable, sustained and positive impact on health and safety in the Healthcare and Community Services sectors

4.3 A long-range funding approach

Vision 2012-2015Establish Community of Safe Practice for Homecare/SupportInitiate Community of Safe Practice for LTC & Community ServicesActively partner in the development and implementation of a provincial musculoskeletal injury prevention strategy (SLATs)Expand the range of knowledge solutions within a blended learning model Lead innovative approaches & solutions to workplace health and safety curriculum development, organizational training and learningPromote consistent, relevant and timely provincial communication to all system stakeholders regarding OH&S issues and opportunities Continue to explore opportunities to influence a standard approach to OH&S modules within relevant health education programsMaintain and expand a shared provincial service for OH&S in health and community servicesEstablish capacity to assess, compare and improve organizational Health and Safety performance through a provincial data management systemPartner to facilitate consistent health and safety related policy development, implementation and evaluation across Health and Community ServicesFacilitate and support the development of consistent practices and standards for Occupational Health and Safety Facilitate collaboration among system partners & stakeholders to improve health, safety and well-being of the health and community services workforceLead advocacy efforts regarding health, safety and well-being of the health and community services workforcePromote establishment of strong accountability frameworks for OH&S with health and community servicesExpand revenue streams to support the sustainability of AWARE-NS

Vision 2015-2017Expand service delivery options to include consulting and auditing within all four sub-sectorsAdequately resource AWARE-NS team to support expanded service delivery options

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• The Directors of AWARE-NS reflect the scope and diversity of its members and of the Health and Community Services sector.

• Representation from:– District Health Authorities (3)– Community Care (3)– Facility Based Long Term Care (3)– Front Line Workers (3)– Member-at-Large (1)– Labour (1)– Ex Officio (3)

Board Representation

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Board Structure 2012-13Sector Name End of Term Employer

DHA

Leanne Dixon 2014 IWK

Kathy MacNeil 2014 CDHA

Erna Snelgrove-Clarke 2013 DAL School of Nursing & IWK

Community Care

Suzie Muldowney-Ozawa 2013 Colchester Residential Services Society

Denise Halloran 2014 Guysborough County Home Support Agency

Sandra Bauld 2014 Northwood Homecare

Patricia Bishop-Grant 2013 New Waterford Homecare Service Society

Facility Based LTC

Shelley James 2014 Northwoodcare

Millie Colbourne 2014 Braemore Home

Patricia Bland 2013 Riverview Home Corporation

Front Line Workers

Dianne Frittenburg 2014 South Shore DHA

Cecil Haughn 2013 Hillside Pines Home for Special Care

Angela Croft 2014 Northwood Homecare

Member-at-Large Janet Everest 2014 Health Care Human Resource Sector Council

Labour Joan Jessome 2014 NSFL/NSGEU

Ex Officio

Carmelle d’Entremont n/a Dept. of Health and Wellness

Dennita Fitzpatrick n/a WCB

Judy LaPierre n/a Dept. of Community Services 13

Board committees reinforce the wholeness of the Board’s job so as never to interfere with delegation from Board to CEO, unless explicitly defined within these Policies or the By-laws.

Board Committees include:• Executive/Finance Committee • Audit Committee • Governance & Nominating Committee

Board Committee Structure (Policy B-10, p. 16)

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• Board members are expected to attend all meetings and their attendance will be regularly monitored.

• Board members are expected to notify the Chair, in

advance, if they are unable to attend a Board meeting.

• A Board member is considered to have resigned if (s)he misses two (2) scheduled meetings in a one-year period, from their appointment to the Board

Attendance

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Board Commitment (Policy B-1, p. 2)

• Board Members will ensure, at all times, that they respect the trust placed in them by our stakeholders and partners (fiduciary responsibility.

• Board Members will support the Vision, Mission, Beliefs, and Values of AWARE-NS

• Board Members will cultivate a sense of group/individual responsibility & accountability and be responsible for excellence in governing

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• Ensure ongoing effectiveness and efficiency of the board through annual goal setting, evaluation of the Boards performance and ongoing investment in education and development

• Determine the preferred range of skills and experience to be represented on the Board

• Review By-laws, governance policies and board practices in the context of evolving standards of governance in the Health and Community Services sectors

• Foster an effective relationship with the CEO and recognize distinct roles

Board Governance

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Governance Model

• The Board will govern with an emphasis on:– outward vision, rather than internal

preoccupation;– encouragement of diversity in viewpoints, when

presented in a constructive manner;– strategic leadership more than operational detail;– participatory governance that focuses on

collective, rather than individual decisions;– clear distinction of Board and Chief Executive

roles; and,– fair and visible decision making.

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The Board will cultivate a sense of group/individual responsibility and accountability. The Board will be

responsible for excellence in governing and for establishing policy.

1. The Board will inspire, direct, and monitor the society through the careful establishment of broad written policies, reflecting the Board’s values and perspectives, and oversee the STRATEGIC DIRECTIONS that will benefit stakeholders.

2. Continual Board development will include orientation of new Board members in the Board’s governance process.

Governance Model

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Governance Model

3. The Board will monitor and discuss the Board’s process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Policy and Board-CEO linkage categories.

4. The Board will contribute to effective Board-Management relations and the wise and appropriate use of AWARE-NS resources.

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From a liability perspective, the protection of the Board and of individual Directors relies on demonstrable due diligence in

the fulfillment of their governance obligations.

In-Camera Meetings:1. Minutes of in-camera Board of Directors meetings shall not be made

available to the public.

2. The Corporate Secretary/Executive Coordinator will record in the Board minutes that the Board met in-camera to discuss a specific topic and any outcome or decision arising from the discussion.

3. If the Corporate Secretary/Executive Coordinator is not present, the Board Chair will assign someone in the Board meeting to take minutes of the in-camera meeting.

4. The minutes of the in-camera meeting are to be maintained in the office of the Executive Coordinator.

Liability

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5. For confidentiality purposes, the minutes of all in camera sessions are maintained in a separate file, with limited access at the approval of the Board Chair.

6. The minutes of in camera meetings held without the Executive Coordinator present will be placed in a sealed envelope by the Board Chair and stored with in camera minutes in the office of the Corporate Secretary.

7. In camera minutes will not be circulated with the monthly minutes and any Board member who would like to view the discussion from the in camera session may do so by contacting the Executive Coordinator.

8. External auditors and regulators shall have full access to the minutes of all Board, Board Committee, and in camera meetings. As a courtesy, the Executive Coordinator shall inform the CEO and Board Chair when access to in camera minutes has been requested, and the circumstances under which this access will be granted.

Liability

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The output of the Board, as an informed agent of the stakeholders, is to ensure appropriate organizational performance.

 

Accordingly:

1. The Board will be the link between AWARE-NS and the stakeholder group.

 

2. The Board will produce written Governing Policies that, at the broadest levels,

address each category of organization decision.

 

A. STRATEGIC DIRECTIONS

Organization products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost).

 

B. GOVERNANCE PROCESS

Specification of how the Board conceives, carries out, and monitors its own task.

 

Board Job Description (Policy B-3, pg. 4)

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Board Job Description (Policy B-3, pg. 4)

C. BOARD-CEO LINKAGE

How authority is delegated and its proper use monitored; the CEO role, authority and accountability.

 

D. EXECUTIVE LIMITATIONS

Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take

place.

 

E. LEGISLATIVE & REGULATORY COMPLIANCE

Statement of adherence to all legislation and regulations relevant to the governance and operation of AWARE-NS.

3.The Board will produce assurance of organizational performance (against Policies in 2A and 2B above).

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In developing the Governance Policies the Governance & Nominating Committee consulted with similar policies used by:

• The Ontario Safety Association for Community & Healthcare;

• Other labour, health and community service organizations; and,

• The Carver Model for Policy Governance.®

Governance Policies

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Governance PoliciesThe Governance Policies were developed to set clear guidelines with respect to the following:

– The role of the Board as it relates to the role of the CEO;– The relationship between the Board and the CEO;– The function of the Board in relation to its stakeholders;– The CEO Limitations;– Monitoring requirements, and– Outcome requirements.

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Board Members Code of Conduct & Conflict of Interest (Policy B-7, p. 10)

Board members commit themselves to ethical, professional & lawful conduct – all in accordance with their fiduciary duty. Accordingly, Board members:• will exercise due diligence;• must avoid conflicts of interest – cert. of compliance signed each year;• may not attempt to exercise individual authority over the Society, CEO or staff,

except as set out in the Board Policies;• will respect the confidentiality appropriate to sensitive issues;• will support the legitimacy of Board decisions even if they do not agree with those decisions (acting as one voice);• must stay informed and be prepared for Board meetings; • avoid perceived or actual conflicts of interest.

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• Board members should be familiar with this policy

• Expense claims can be downloaded from the AWARE-NS website or you may request an Excel spreadsheet

• See pages 12, 13 & 14 of the Governance Policies

Board and Committee Travel (Policy B-8, p.12)

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Board as Stakeholder Representative

(Policy B-11, p. 17)

The Board, as a group, represents the stakeholders’ ethical interests in AWARE-NS.

• Board members are selected to ensure individual expertise and a collective skill mix.

• Board members are drawn from organizations that are stakeholders and partners of AWARE-NS .• However, Board members must distinguish and serve those interests that are relative to the role of the stakeholder group, and not that of their individual organizations.• Each Board member’s ethical obligation is to represent all the stakeholder interests not specifically their home organizations.• For the complete policy – see page 17 of the Governance Policies.

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Board Evaluation (Policy B-12, p. 18)

In conducting its due diligence responsibilities, the Board will evaluate its effectiveness by completing:

• An evaluation at the conclusion of each Board meeting;

• An annual Board Self-Assessment (completed following AGM);

• An annual Director Self-Evaluation (completed following AGM);

• An annual Certificate of Compliance (to be completed today following your review of Policy B-7, Board Members Code of Conduct & Conflict of Interest).

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Board-CEO Linkage • The Board’s official connection to the operational organization, its achievements, and conduct is through the CEO. (Policy C-1, p.19)

• Only officially passed motions of the Board are binding on the CEO. (Policy C-2, p.20)

• Decisions or instructions of individual Board members, officers or committees are not binding on the CEO except when the Board has specifically authorized such exercise of authority. (Policy C-2)

• The CEO is the Board’s only link to operational achievement and conduct; therefore, the CEO is accountable for the operational achievement and conduct

of all staff. (Policy C-3, p.21)

• The Board will instruct the CEO through written policies - allowing the CEO to use any reasonable interpretation of these Policies (Policy C-4, p.22)

• Emergency CEO Succession and CEO Recruitment Policies are in place (Policy C-6 & C-7, p.24 & 25)

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Executive Limitations The CEO shall:• act in a manner that is ethical, lawful, and in line with the Mission, Beliefs of AWARE-NS and remain

free of all conflicts of interest. (Policy D-1, p.28)• be held to the same level of accountability as the Board & sign the same Code of Ethics document.

(Policy D-1)• ensure workplace conditions are safe, fair, respectful, and reflect best practices and the high standards AWARE-NS strives to achieve with all its stakeholders. (Policy D-2, p.29)• not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in the Strategic Directions. (Policy D-3, p.30)• protect corporate assets including intellectual property, private and confidential information and

ensure these are adequately insured. (Policy D-4, p.31)• not cause nor allow jeopardy to fiscal integrity or public image with respect to conditions of employment, compensation and benefits to employees. (Policy D-5, p.32)• shall ensure the Board is informed and supported in its work. (Policy D-6, p.33)• conduct financial planning and budget development annually. (Policy D-7, p.34)• not endanger the Society’s public image or credibility, particularly in ways that would hinder accomplishments of its Vision. (Policy D-8, p.35)• take reasonable measures to protect the quality of AWARE-NS products and services (Policy D-9,

p.36)32

• The Board receives regular updates on AWARE-NS progress relative to our Strategic Plan

• Board members are welcome to visit the AWARE-NS office at any time and are encouraged to regularly monitor the AWARE-NS website for updates

www.awarens.ca

Moving Forward

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• Introduction of the entire board to specific operational areas board over the next several board meetings, including:– Finance– Client service– Government affairs– Information Technology

• Evaluation and feedback regarding the overall quality and content of session

Next Steps

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Questions?

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