Board policy manual & workplace conduct - Kingston General Hospital

Kingston General Hospital Board of Directors Policy Manual Table of ContentsPage 3 of 4KGH Administrative Policy Manual – Board SectionPart I: Establish Strategic DirectionPolicyNumberName of PolicyTABLE OF CONTENTSCommitteeOversightCurrentStatusBoardApprovalI-1 Vision, Mission and Values Governance No change 09-28-10I-2 Strategic Planning Governance No change 04-14-10I-3 Community Engagement Governance No change 04-14-10Part II: Provide for Excellent Leadership and ManagementPolicyNumberName of PolicyCommitteeOversightCurrentStatusBoardApprovalII-1 Chief Executive Officer Selection and Succession Planning SLACC No change 04-14-10II-2 Chief Executive Officer Direction SLACC No change 04-14-10II-3 Chief Executive Officer Performance Management and Evaluation SLACC No change 04-14-10II-4 Chief Executive Officer Compensation SLACC No change 04-14-10II-5 Chief Executive Officer Expense Reimbursement and Travel Policy SLACC No change 04-14-10II-6 Occupational Health and Safety – Accountability Framework Resources No change 04-14-10II-7 Chief of Staff Selection and Succession Planning SLACC No change 04-14-10II-8 Chief of Staff Direction SLACC No change 04-14-10II-9 Chief of Staff Performance Management and Evaluation SLACC No change 04-14-10II-10 Chief of Staff Compensation SLACC No change 04-14-10II-11 Chief of Staff Expense Reimbursement and Travel Policy SLACC No change 04-14-10Part III: Monitor Quality and EffectivenessPolicyNumberName of PolicyCommitteeOversightCurrentStatusBoardApprovalIII-1 Quality Improvement and Safety QPCC No change 05-31-11III-2 Performance Monitoring Resources No change 04-14-10III-3 Public Reporting of Quality and Patient Safety Indicators QPCC No change 05-31-11III-4 Risk Management Resources No change 04-14-10III-5 Ethics QPCC No change 05-31-11III-6 Respect for Diversity Resources No change 04-14-10III-7 Privacy and Security of Information Resources No change 04-14-10III-8 Patient Complaints QPCC No change 05-26-10

Kingston General Hospital Board of Directors Policy Manual Table of ContentsPage 4 of 4III-9 Research Res & Edu No change 04-14-10III-10 Intellectual Property Res & Edu No change 04-14-10III-11 Reporting of Inappropriate Behaviour Audit No change 05-31-11III-12 Workplace Conduct Audit No change 05-31-11Part IV: Ensure Financial Organizational ViabilityPolicyNumberName of PolicyCommitteeOversightCurrentStatusBoardApprovalIV-1 Financial Objectives Resources No change 04-14-10IV-2 Financial Planning and Performance Resources No change 04-14-10IV-3 Asset Protection Resources No change 04-14-10IV-4 Purchasing and Leasing Resources No change 05-31-11IV-5 Signing Officers Resources No change 04-14-10IV-6 Borrowing Resources No change 05-31-11IV-7 Investment Policy Resources No change 05-31-11Part V: Ensure Board EffectivenessPolicyNumberName of PolicyCommitteeOversightCurrentStatusBoardApprovalV-1 Governance Policy Framework Governance No change 04-14-10V-2 Conflict of Interest Provisions for Director & Non-Director Members Governance No change 04-14-10V-A-1 Director & Non-Director Declaration Governance No change 04-14-10V-A-2 Board Standing and Ad Hoc Committees Governance No change 04-14-10V-A-3 Position Description for the Board Chair Governance No change 04-14-10V-A-4 Position Description for the Vice Chair Governance No change 04-14-10V-A-5 Terms of Office for Board Officers Governance No change 04-14-10V-A-6 Position Description for Board Standing & Ad Hoc Committee Chair Governance No change 04-14-10V-B-0 Process for Nomination of Directors Governance No change 09-27-11V-B-1 Process for Selection of Board Officers Governance No change 04-14-10V-B-2Process for Nomination of Chair, Directors and Non-DirectorMembers of Board Standing CommitteesGovernance No change 09-27-11V-B-3 Board Orientation Governance No change 04-14-10V-B-3-1 External & Ex-officio Committee Member Orientation Governance New policy 06-25-12V-B-4 Ongoing Board Education Governance No change 04-14-10V-B-5 Board Goals and Work Plan Governance No change 04-14-10

Kingston General Hospital Board of Directors Policy Manual Table of ContentsPage 5 of 4V-B-6 Board Meetings Governance No change 04-14-10V-B-7 Board and Individual Director & Non-Director Evaluation Governance No change 04-14-10V-B-8 Reimbursement of Director & Non-Director Expenses Governance No change 05-29-12V-B-9 Review of Board Policies Governance No change 04-14-10V-B-10 Removal of a Director Governance No change 04-14-10Part VI: Build and Maintain Positive RelationshipsPolicyNumberVI-1VI-2Name of PolicyRelationships with Ministry of Health and Long-Term Care andLocal Health Integration NetworkBoard Commitment to Health Services Integration with other HealthServices ProvidersCommitteeOversightCurrentStatusBoardApprovalGovernance No change 04-14-10Governance No change 04-14-10VI-3 Support and Relationship with KGH Foundation and UHKF Governance No change 04-14-10VI-4 Affiliation Agreement with Queen’s University Res & Edu No change 04-14-10VI-5 Communications Governance No change 04-14-10VI-6 Contributions Governance No change 04-14-10VI-7 Naming of Kingston General Hospital Assets GovernanceResourcesNo change 04-30-09

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsStrategic DirectionGovernanceNUMBER: I-1ISSUE DATE: Sept 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:VISION, MISSION AND VALUESThe KGH strategy was approved by the Board in May 2010. As part of strategydevelopment, the old vision, mission and values were updated to reflect input from over2,000 people. These are expressed as a new aim, mission and guiding principles.Our aimOutstanding care, always.Our missionWe are a community of people dedicated to transforming the experience of our patientsand families through innovative and collaborative approaches to care, knowledge andleadership.Our guiding principlesRespect, engagement, accountability, transparency, value for money.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsStrategic DirectionGovernanceNUMBER: I-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:STRATEGIC PLANNINGArticle 4.10(a) of the By-law provides that the Board of Directors is responsible to establish thestrategic directions for the Hospital.PolicyThe Vision and Mission of the Hospital provide the foundation upon which the strategicdirections are developed.The Board will:1. Establish and annually review the Hospital’s mission, vision and values as an AcademicHealth Sciences Centre;2. Establish a process for engagement with the SE LHIN, other health service providers,Queen’s University, the Foundations, the Auxiliary and the communities served whendeveloping plans and setting priorities;3. Establish the Hospital’s strategic plan which is aligned with MOHLTC and the SE LHINintegrated health services plan;4. Review the strategic plan as part of a regular annual planning cycle;5. Establish key corporate priorities which reflect the Board’s primary accountability to theMOHLTC and SE LHIN through the Hospital Services Accountability Agreement enteredinto with the SE LHIN; and6. Monitor and measure corporate performance regularly against the approved strategicand operating plans and Board-approved Performance Metrics.7. The Chief Executive Officer (CEO) is responsible to the Board for establishing thestrategic planning process, for approval by the Board. The Board as a whole will engagewith the CEO and senior leadership team in developing the strategic plan and monitoringit on an on-going basis.8. Once the strategic plan has been developed, everything the organization currently does,undertakes as new, or stops doing, will be measured against whether or not it advancesthe accomplishment of the strategic plan.9. The organization’s annual operating plan will ensure the advancement of the strategicplan by addressing annual corporate goals and objectives. The annual corporate goalsand objectives will be set by the CEO with board approval.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsStrategic DirectionGovernanceNUMBER: I-3ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:COMMUNITY ENGAGEMENTArticle 16(6) of the Local Health System Integration Act, 2006 requires all health serviceproviders to engage the communities served in planning and setting priorities.Article 4.10 (a)(ii) of the By-law requires the Board of Directors to establish a process forengagement with the Local Health Integration Network, other health service providers, and thecommunities served when developing plans and setting priorities. It is essential that KingstonGeneral Hospital communicate regularly to the broader public about the operations of thehospital and future directions. The process and scope for community engagement will varydepending on the issue and will be recommended to the Board by the Chief Executive Officer(CEO) as required.Board mechanisms for community engagement may include but are not limited to:• The Governors Advisory Council, which serves as an advisory group for the KGHBoard and CEO to provide periodic advice ( at a minimum semi-annually) in relationto KGH planning and priority setting and receive updates on hospital activities;• Annual meeting with the Board Chair and CEO and the Kingston Municipal Council,and potentially other municipalities, to present to the Council(s) on the Hospital’sStrategic Plan, priorities, and challenges.• The Terms of Reference for Board Standing Committees which include identificationand consideration of the key stakeholders in relation to their mandates;• Program or issue specific community engagement as may be recommended to theBoard by the CEO from time to time; and• Periodic town hall meetings or open forums to provide an opportunity for broadercommunity engagement.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:CHIEF EXECUTIVE OFFICER SELECTION ANDSUCCESSION PLANNINGArticle 4.10(b)(i) of the By-law provides for the Board to select and appoint a Chief ExecutiveOfficer (CEO), Article 4.10(b) (vii) provides for CEO succession, and Article 4.10(b) (viii)provided for related executive development.The Board will ensure that provision is made for continuity of leadership for the Hospital. TheBoard will have in place a documented process for succession should the CEO position becomevacant due to sudden loss, resignation, retirement or termination. The succession plan will alsospecify the process for appointing an interim CEO, should the CEO be absent from the hospitalfor an extended leave of absence due to personal, health or other reasons. For relatively shortdurations of absence (e.g. holidays, conferences) the CEO will appoint an Acting CEO andadvise the Board Chair.During the annual CEO evaluation period, the CEO will report to the Senior LeadershipAssessment and Compensation Committee on the succession plan and related executivedevelopment. This report will include a review of internal candidates who have the potential toassume the position at the hospital. This review will include development plans to enhance thecapabilities of the internal candidates.Sudden Vacancy (e.g. death, resignation, termination, extended leave)1. Annually the CEO will identify to the Senior Leadership Assessment and CompensationCommittee, in writing, a successor recommended to fill the role of interim CEO if asudden loss of the CEO occurs. The appointment of an interim CEO will be subject toapproval by the Board.Planned Vacancy (e.g. retirement)The process to fill a planned vacancy will include:1. The Board will establish a CEO Search Committee consisting of the Chair of the Board,at least two (2) elected Directors, the Chief of Staff, the President of the Medical StaffAssociation, and the Dean of Health Sciences and the Principal, or his or her delegate,of Queen’s University.2. The CEO Search Committee will be chaired by the Chair of the Board or a delegateappointed by the Chair.

SUBJECT:Policy #II-1CEO Selection & Succession PlanningPage 2 of 23. The Search Committee may, at its discretion, select a search firm to assist with theprocess. The Search Committee will interview a short list of candidates and recommendto the Board their candidate of choice.4. The work of the Selection Committee will include, but not be limited to, establishing andclarifying criteria to be used in the selection, overseeing the process to obtaincandidates, interviewing candidates and agreeing on a process by which to make a finalrecommendation5. In the event that a new CEO has not been appointed prior to the departure of the currentCEO, the Board will appoint an interim CEO in accordance with Article 1.6. An offer will be subject to submission of a declaration that the candidate has no conflictof interest consistent with hospital policy and in a form as required by the Board, andsatisfactory results of a criminal reference check as determined in the sole discretion ofthe Board.7. An agreement to support the terms and conditions of employment will be consistent withthe policy on CEO Compensation in a form determined by the Board and will beexecuted by the Board Chair and the candidate accepting the position.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:CHIEF EXECUTIVE OFFICER DIRECTIONArticle 4.10(b)(iii) of the By-law provides for the Board to delegate responsibility and authority tothe Chief Executive Officer for the management and operation of the Corporation and requireaccountability to the Board.The Board’s sole official connection to the operational organization, its achievements andconduct will be through the Chief Executive Officer (CEO). The Board provides direction to theCEO in accordance with policies established by the Board. The Board delegates responsibilityand authority to the CEO for the overall operation of the Hospital.Only decisions of the Board acting as a body are binding on the CEO. When Directors orCommittees make requests without Board authorization, such requests can be declined when inthe CEO’s opinion a material amount of staff time or funds are required. The matter, ifappropriate, may be referred to the Board for discussion.The CEO will report to and be responsible to the Kingston General Hospital Board forimplementing the Hospital’s Strategic Plan, operating and capital plan, and for the day to dayoperation of the facilities of the Hospital in a manner consistent with policies established by theBoard.The CEO shall not cause or, with the CEO’s knowledge, allow any practice, activity, decision ororganizational circumstance that is either unlawful, imprudent, or in violation of commonlyaccepted business and professional ethics.Refer to the By-Law Article 6.02, for the duties of the CEO.

SUBJECT:Policy # II-3CEO Performance Management &EvaluationPage 2 of 2iii) The CEO will provide the SLA&C Committee with progress reports 6 weeks after theend of each quarter so that results reporting is aligned with corporate planning andperformance cycle. The SLA&C Committee will review the CEO’s performance againstthe Plan and report to the board on a quarterly basis.iv) The SLA&C Committee will conduct an annual review of CEO performance against theestablished Performance Management Plan and report to the board within 10 weeksfollowing the end of the Fiscal Year. This review will include input from members of theboard and major external stake holders and will be structured around the agreedPerformance Management Plan.v) At the end of the review period, the board chair provides the CEO with a writtenperformance evaluation and meets with the CEO to discuss the board’s evaluation andperformance pay award.vi) The SLA&C Committee will conduct a leadership competency assessment of CEO onbehalf of the board, every two years, separate from the annual performance review,using established tools and processes such as a 360 review and those from OHALeadership Development Institute. Feedback from this provides foundation for the CEOindividual development plan which is done collaboratively with the CEO and SLA&CCommittee.

SUBJECT:Policy #II-4CEO CompensationPage 2 of 2ii)iii)iv)The SLA&C Committee will determine if a special periodic review is required that wouldentail a decision for any deviation from the CEO contract, on not only an annual salaryincrease, but also a special market adjustment.The SLA&C Committee will wait for the performance evaluation summary before makinga final recommendation on the annual salary increase awarded to the CEO.The SLA&C Committee will present its recommendations to the Board for approval at theMay Board meeting.The CEO is considered a conflicted parties in relation to his/her remuneration package and isrequired to absent him/herself from any Board meeting or committee meeting when suchmatters are discussed or any other matter addressed in their employment agreement.NOTE: It is understood that any contractual agreements between the Chief Executive Officerand the Board of Directors shall super-cede this policy.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-5ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: February 2012PAGE: 1 of 1SUBJECT:CHIEF EXECUTIVE OFFICER EXPENSEREIMBURSEMENT AND TRAVEL POLICYThe responsibilities of the Chief Executive Officer (CEO) include duties that requirecommitments for the hospital, including attendance at hospital related events. It is expected thatthe CEO will discuss with the Board Chair the requirements associated with carrying outexternal duties, both in the community and outside Kingston area. The CEO will becompensated for reasonable expenses while carrying out such duties and while traveling onKingston General Hospital related business. With respect to fundraising, the CEO and BoardChair will review on an ongoing basis the listing of events to determine the costs which will becovered by the Hospital.Such reimbursement and/or compensation will be consistent with the expense and travelpolicies and practices for other employee groups within Kingston General Hospital. In the eventthat the terms and conditions of employment for the CEO and the policies for other employeegroups within Kingston General Hospital conflict, the terms and conditions of employment willprevail.The Board Chair, on the recommendations of the Chief Operating Officer, will approve allowableexpenses and travel claims.An expense claim report will be posted semi-annually on the KGH website as required by theBroader Public Sector Accountability Act, 2010.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsProvide for Excellent ManagementResourcesNUMBER: II-6ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT: OCCUPATIONAL HEALTH AND SAFETY –ACCOUNTABILITY FRAMEWORKArticle 4.10(b) (x) of the By-law specifies that the Board is responsible to establish andmonitor implementation of policies to provide the framework for management andoperation of the hospital, including a safe and healthy working environment foremployees in compliance with applicable legislation and related performance metrics.As specified in the By-Law (Article 10.01), the Hospital’s Occupational Health andSafety program shall include practices/procedures with respect to:i) a safe and healthy work environment in the Hospital;ii) the safe use of substances, equipment and medical devices in the Hospital;iii) safe and healthy work practices in the Hospital;iv) the prevention of accidents to persons on the premises of the Hospital; andv) the elimination of undue risks and the minimizing of hazards inherent in theHospital environment.The Board will receive annual reports from the Chief Executive Officer on the Hospital’shealth and safety program to include information about the ability of the organization tomeet health and safety requirements, risk issues, statistical data on incidents, andprogram outcomes.See KGH Administrative Policy for Occupational Health and Safety.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-7ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:CHIEF OF STAFF SELECTION AND SUCCESSIONPLANNINGArticle 4.10(b)(iv) of the By-law provides for the Board to select and appoint a Chief of Staff(CEO) and Article 4.10 (b)(vii) provides for Chief of Staff succession.The Board must ensure that provision is made for continuity of leadership of the professionalstaff (as defined in the By-Law) of the Hospital. The Board will have in place a documentedprocess for succession should the Chief of Staff (COS) position become vacant due to suddenloss, resignation, retirement or termination. The succession plan should also specify the processfor appointing an interim COS, should the COS be absent from the hospital for an extendedleave of absence due to personal, health or other reasons. For relatively short durations ofabsence (e.g. holidays, conferences) the COS will appoint an Acting COS and advise the BoardChair.During the annual COS evaluation period, the COS will report to the Senior LeadershipAssessment and Compensation Committee on the succession plan and related physiciandevelopment. This report will include a review of internal candidates who have the potential toassume the COS position at the hospital. This review will include development plans to enhancethe capabilities of the internal candidates.Sudden Vacancy (e.g. death, resignation, termination, extended leave)1. The COS will identify to the Medical Advisory Committee and to the Senior LeadershipAssessment and Compensation Committee in writing, at the beginning of each fiscalyear, which member of the Medical Staff is recommended to fill the role of interim COS,if a sudden loss of the COS occurs. The appointment of an interim COS will be subjectto approval by the Board.Planned Vacancy (e.g. retirement)1. As specified in the By-Law (Article 23.01), the appointment of the COS will be made withconsideration being given to the advice of a Selection Committee appointed for theexpress purpose of recommending a candidate for the position to the Board, followingconsultation with the Medical Advisory Committee.2. The Chair of the Selection Committee will be a Director of the Board and membershipwill include the President or Vice-President of the Medical Staff Association, two (2)members of the Medical Advisory Committee, and the Dean of the Faculty of HealthSciences of Queen’s University.

SUBJECT:Policy #II-7COS Selection & Succession PlanningPage 2 of 23. The work of the Selection Committee will include, but not be limited to, establishing andclarifying criteria to be used in the selection, overseeing the process to obtaincandidates, interviewing candidates and agreeing on a process by which to make a finalrecommendation.4. An offer will be subject to submission of a declaration that the candidate has no conflictof interest consistent with hospital policy and in a form as required by the Board, andsatisfactory results of a criminal reference check as determined in the sole discretion ofthe Board.5. An agreement to support the terms and conditions of employment will be consistent withthe policy on COS Compensation in a form determined by the Board and will beexecuted by the Board Chair and the candidate accepting the position.6. In the event a new COS has not been appointed prior to the departure of the currentCOS, the Board will appoint an interim COS in accordance with Article 1.Refer to the By-Law (Article 23.04) for the role of the COS, and to the By-Law (Article 23.05) forthe COS responsibilities and duties.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-8ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:CHIEF OF STAFF DIRECTIONArticle 4.10 (b) (vi) provides for the Board to delegate responsibility and authority to the Chief ofStaff for the supervision of Professional staff and require accountability to the Board.Refer to the By-Law (Article 23.04) for the role of the COS, and to the By-Law (Article 23.05) forthe COS responsibilities and duties.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-9ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:CHIEF OF STAFF PERFORMANCE MANAGEMENTAND EVALUATIONArticle 4.10 (b)(v) of the By-law specifies that the Board of Directors will establish measurableannual performance expectations in cooperation with the Chief of Staff (COS), assess COSperformance annually, and determine COS compensation. The performance review processprovides an opportunity to recognize the COS’s level of performance, to collaboratively developthe organization’s priorities for the next fiscal year to present to the Board for approval, and toplan strategies to support the COS and the organization’s continuing growth.Guiding Principles:i) Performance management supports, reinforces and integrates the achievement ofstrategic and annual business plan results with individual performance goals. It providesrecognition and input from key stakeholders of performance outcomes.ii) Performance standards, measures and indicators should be established in thePerformance Management Plan to appropriately assess COS performance.Performance commitments and measures should be set at a level which reflects the highlevel of performance expected.iii) Performance management focuses both on improving organizational processes andstructure and on enhancing the COS’s performance. There will be recognition andreward for performance against established targets and commitments.iv) The Performance Management Plan should include reference to the COS’s expectationsfor senior physician leaders within the organization, thereby promoting a consistent andcontinuous approach to talent development succession planning, and performancemeasurement across the executive leadership group.v) The Performance Management Plan will be aligned with the fiscal year end.Process:i) The Senior Leadership Assessment and Compensation Committee (SLA&C) will jointlydevelop an annual the Performance Management Plan with the COS. This includesgoals, deliverables and metrics for the year (see policy on COS Compensation).ii) The Annual COS Performance Management Plan will be presented to the Board by theSLA&C Committee for approval before the end of Q1 each year.iii) The COS will provide the SLA&C Committee with progress reports 6 weeks after the endof each quarter so that results reporting is aligned with corporate planning andperformance cycle. The SLA&C Committee will review the COS performance against thePlan and report to the board on a quarterly basis.

SUBJECT:Policy # II-9COS Performance Management &EvaluationPage 2 of 2iv) At least once per year, the SLA&C Committee will conduct an annual review of COSperformance against the established Performance Management Plan and report to theboard within 10 weeks following the end of the Fiscal Year. This review will include inputfrom members of the board and major external stake holders and will be structuredaround the agreed Performance Management Plan.v) At the end of the review period, the board chair provides the COS with a writtenperformance evaluation and meets with the COS to discuss the board’s evaluation.vi) The SLA&C Committee will conduct a leadership competency assessment of COS onbehalf of the board, every two years, at a time separate from the annual performancereview. The tools and processes for such a review will be determined.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-10ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:CHIEF OF STAFF COMPENSATIONArticle 4.10(b)(v) provides for the Board to establish measurable annual performanceexpectations in cooperation with the Chief of Staff (COS), assess COS performance annually,and determine COS compensation.The Board is responsible for establishing a fair compensation package for the position of Chiefof Staff in order to:i) attract and retain a highly skilled Chief of Staff with the requisite competencies.ii) reward meritorious performance.To assist in recruiting and retaining the best possible leadership for Kingston General Hospital(KGH), the total compensation package will be set following a rigorous review of totalcompensation levels at similar academic teaching hospitals in Ontario, including comparatorhospitals at which KGH would typically compete for executive leadership. In establishing thecompensation package, consideration will be given to market rates paid for like positions withinthe local geographic area, particularly as applicable to public sector employment. Considerationshould also be given to level of COS compensation compared to senior physician team. The keyelements of the COS total compensation structure will include base salary, benefits andperquisites in accordance with terms of the employment agreement.The Senior Leadership Assessment and Compensation (SLA&C) Committee (voting members)shall be responsible for determining the COS base salary and parameters for performancepayment and shall bring forward a recommendation to the Board of Directors. Upon mutualagreement between the Compensation Committee and the COS, or at least every three years,total compensation will be reviewed and a report and/or recommendation shall be broughtforward to the Board of Directors.Annual Processi) The SLA&C Committee shall review the base salary of the COS in April of each year.Adjustments to the base salary of the COS shall be subject to the employment contractand incumbent meeting performance expectations as determined through the annualreview process. The Compensation Committee shall look to the criteria summarizedabove and COS salaries of similar academic teaching hospitals in Ontario as a guidelineor reference point during its deliberations.ii) The SLA&C Committee will determine if a special periodic review is required that wouldentail a decision for any deviation from the COS Contract, on not only an annual salaryincrease, but also a special market adjustment.

SUBJECT:Policy # II-10COS CompensationPage 2 of 2iii)iv)The SLA&C Committee will wait for the performance evaluation summary before makinga final recommendation on the annual salary increase awarded to the COS.The SLAC Committee will present its recommendations to the Board for approval at theMay Board meeting.The COS is considered a conflicted parties in relation to his/her remuneration package and isrequired to absent him/herself from any Board meeting or committee meeting when suchmatters are discussed or any other matter addressed in their employment agreement.NOTE: It is understood that any contractual agreements between the Chief of Staff and theBoard of Directors shall supercede this policy.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsExcellent Management & LeadershipSenior Leadership Assessment &CompensationNUMBER: II-11ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: February 2012PAGE: 1 of 1SUBJECT:CHIEF OF STAFF EXPENSE REIMBURSEMENT ANDTRAVEL POLICYThe responsibilities of the Chief of Staff (COS) include duties that require commitments for thehospital, including attendance at hospital related events. It is expected that the COS will discusswith the Board Chair the requirements associated with carrying out external duties, both in thecommunity and outside Kingston area. The COS will be compensated for reasonable expenseswhile carrying out such duties and while traveling on Kingston General Hospital relatedbusiness. With respect to fundraising, the COS and Board Chair will review on an ongoingbasis the listing of events to determine the costs which will be covered by the Hospital.Such reimbursement and/or compensation will be consistent with the expense and travelpolicies and practices for other employee groups within Kingston General Hospital. In the eventthat the terms and conditions of employment for the COS and the policies for other employeegroups within Kingston General Hospital conflict, the terms and conditions of employment willprevail.The Board Chair, on the recommendations of the Chief Operating Officer, will approve allowableexpenses and travel claims.An expense claim report will be posted semi-annually on the KGH website as required by theBroader Public Sector Accountability Act, 2010.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessQuality of Patient CareNUMBER: III-1ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: March 2011PAGE: 1 of 1SUBJECT:QUALITY IMPROVEMENT AND SAFETYArticle 4.10 (c)(v) provides for the Board of Directors to approve goals and performance metricsfor quality, effectiveness, and patient and safety.The Board of Directors of Kingston General Hospital defines quality as the degree of excellenceachieved by the organization. The Hospital will meet or exceed established and evolvingstandards of quality and patient safety. The Hospital is committed to addressing quality issues,and identifying and acting upon opportunities to continuously improve safety, patient care andservice delivery.The Board recognizes the importance of the safe delivery of its services, as well as theimportance of reducing or preventing the potential for injury or loss to its patients, visitors, staff,physicians, volunteers and learners, and damage to or loss of the Hospital’s assets.The Board will:i) implement effective processes for reviewing and recommending policies andstandards;ii) comply with quality and safety related issues, including requirements set out bylegislation and accreditation; andiii) ensure the hospital has an effective process for reviewing and responding followingadverse events.The Board, with the assistance of the Quality of Patient Care Committee, will annually establishperformance targets and performance metrics related to clinical quality, and patient safety formonitoring by the Quality of Patient Care Committee. Quarterly, the Quality of Patient CareCommittee will monitor the Hospital’s quality of patient care and safety against the definedperformance targets and performance metrics and report to the Board.The Board will discuss issues related to quality of patient care and safety and the overallmeeting time is dedicated to this focus.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResourcesNUMBER: III-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: May 2011PAGE: 1 of 1SUBJECT:PERFORMANCE MONITORINGArticle 4.10 (a),(c) and (d) of the By-law include several provisions for performance monitoringby the Board of Directors.There are three main roles for the Board with respect to performance monitoring andassessment:i) Ensuring that management has identified appropriate performance metrics(measures of performance);ii) Monitoring hospital and board performance against board approved performancetargets and performance metrics; andiii) Ensuring that management has plans in place to address variances fromperformance targets and overseeing implementation of remediation plans.The Board will ensure that the Chief Executive Officer (CEO) of Kingston General Hospitalimplements an effective performance management system, based on performance metrics formeasuring and continuously improving the Hospital’s performance. The Board will approve thetargets and performance metrics for monitoring organization performance in achieving financial,quality, safety and human resource targets using best practices and benchmarks.The CEO will establish an annual schedule of specific performance reports to the Board ofDirectors and appropriate Board Standing Committees. These performance reports areintended to support the Board in its responsibility to monitor and assess the organization’sperformance related to the established targets and performance metrics.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:Kingston Board of DirectorsKingston Board of DirectorsMonitor Quality and EffectivenessQuality of Patient CareNUMBER: III-3ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: March 2011PAGE: 1 of 1SUBJECT:PUBLIC REPORTING OF QUALITY AND PATIENTSAFETY INDICATORSArticle 4.10 (c) (vii) of the By-law provides that the Board will review and approvepolicies and processes for reporting to the public on the performance of KingstonGeneral Hospital in quality of care and patient and staff safety and thosemeasures which are being undertaken to foster continuous improvement andmitigate risk.Public reporting on patient safety issues provides valuable data that can helpreduce risk and improve outcomes. Clear and standardized reporting by allhospitals in the province will help create a patient safety culture in which presentand future health professionals learn from things that go wrong and use andshare knowledge across the system to reduce or eliminate the risk.Kingston General Hospital will collect data to comply with legislativerequirements and Ministry directives on public reporting. The data will be postedon the hospital’s public website and be reported to the Ministry of Health andLong-term Care (MoHLTC).Management will ensure there are defined accountabilities and processes thatsupport the collection, reporting and posting of indicator data in accordance withMinistry directives.References: www.ontario.ca/excellentcare

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResourcesNUMBER: III-4ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:RISK MANAGEMENTArticle 4.10 (c) (vii) and 4.10 (d) (iv) of the By-law provide for monitoring by the Board ofDirectors of organizational risk and risk mitigation plans.The Board of Directors must be knowledgeable about risks inherent in hospital operations andensure that appropriate risk analyses are performed as part of its decision-making. The Board ofDirectors is responsible for ensuring that appropriate risk management practices are in place inthe organization, and reviewing and approving the Hospital's variance and risk tolerance levels.In particular, the Board:i) Ensures that appropriate programs and processes are in place to protect againstrisk;ii) Expects management to identify and assesses the associated risks to theorganization when reviewing and approving resource allocation decisions;iii) Expects management to identify unusual risks to the organization and ensure thatthere are plans in place to prevent and manage such risks;iv) Works with the CEO to reduce risks to the organization and promote ongoing qualityimprovement.Each Board Standing Committee will review the risks related to its mandate at least annually.The Chief Executive Officer is accountable for: identifying the principal risks of the Hospital’sbusiness; determining the organization's exposure to risk; and developing and implementing arisk management framework.The Board of Directors of the Hospital will annually monitor and assess the Hospital’squantification of risks and how those risks are addressed.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessQuality of Patient CareNUMBER: III-5ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: March 2011PAGE: 1 of 1SUBJECT:ETHICSArticle 4.10 (c) (vii) of the By-law provides that the Board of Directors will have a policy thatensures a framework is in place for addressing ethical issues arising from care, education andresearch at the hospital. This policy supports the Accreditation Canada requirement thatorganizations develop and implement a written ethics framework that is adopted by thegoverning body and that defines formal processes for managing ethics related issues andconcerns.The CEO is responsible for putting an ethics framework in place and ensuring staff and serviceproviders know about the ethics framework and how to implement it.The CEO is also responsible for working with the Board of Directors to ensure the ethicalframework is applied in board decision making processes.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResourcesNUMBER: III-6ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:RESPECT FOR DIVERSITYKingston General Hospital is committed to creating a just and satisfying working environment forstaff that is free from abuse and where the dignity and self-esteem of every individual isrespected.Kingston General Hospital recognizes the dignity and worth of every person and will provide forequal rights and opportunities without discrimination. The Hospital will be sensitive to potentialbarriers to accessibility.• The Hospital, as represented by the Board of Directors, staff, and students value andrespect the diversity of its patients and their families, the community, and each other.See H.R. Policy regarding Diversity.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResourcesNUMBER: III-7ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:PRIVACY AND SECURITY OF INFORMATIONArticle 4.11(k) of the By-law requires a Director to respect the confidentiality of Boarddiscussions and information.In compliance with the Public Hospitals Act, the Board of Directors of the Kingston GeneralHospital recognizes the importance of respecting and ensuring the confidentiality of all patientand employee-related information.Every Director, officer, employee, physician, volunteer and student of the Hospital will respectthe confidentiality of matters brought before the Board, or before any Board committee.All Directors must adhere to the by-laws, policies and procedures regarding confidentiality ofinformation. These policies, without limitation, include confidential information, release of patientinformation, facsimile of patient information, release of information to the media and personnelrecords.The Chief Executive Officer (CEO) is responsible for ensuring the protection of the personalinformation of patients and their families, staff, physicians, volunteers, and students, and allcorporate and business information.The CEO will take all reasonable steps to ensure that such organizational policies areimplemented consistent with legislative requirements and enable the Hospital to handle suchinformation in a secure and confidential manner.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessQuality of Patient CareNUMBER: III-8ISSUE DATE: May 2010REVISION DATES:REVIEW DATE: May 2011PAGE: 1 of 1SUBJECT:PATIENT COMPLAINTSArticle 4.10(c) of the By-laws provides for the Board to monitor performance metrics ofquality and effectiveness of patient care. Board policy calls for the Quality of PatientCare Committee to monitor trends in patient care comment and/or concerns and reportthese regularly to the Board.The identification, investigation and management of individual patient feedback orconcerns which, in part, form the basis of this trend analysis, are addressed by hospitalstaff through a process for which the CEO bears responsibility.The Board also encourages feedback from staff, patients, and families as a keyinstrument to continuous improvement to achieving the goal of outstanding care always.To optimize the usefulness of feedback provided to Board members, members will refersuch feedback to be addressed within the hospital staff, patient and community relationsprocesses. The Board will not review individual concerns.Should a concern relating to a patient’s situation be addressed to Director of the Boardor Board committee member verbally, that member should accept such feedback withthanks and, to avert the potential for unintended errors in message transmission by themember, encourage the complainant to forward it directly to the CEO whoseresponsibility it is to ensure that it is addressed using the established resolutionprocess.If the concern is addressed to either a Director of the Board or member of a Boardcommittee in writing, he/she will forward a copy of the letter to the CEO and will providenotice of receiving the concern to the Board Chair. Thereafter, the concern will beaddressed using the established resolution process.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResearch & EducationNUMBER: III-9ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:RESEARCHThe broad principles, rights and obligations that will govern the conduct of research, and theoversight, management and funding of research, will be in accord with the Hospital/Queen’sUniversity Affiliation Agreement and KGH and KGH Research Institute (KGHRI) policiesgoverning the conduct and execution of research.As described in the Affiliation Agreement with Queen’s University, the Hospital will permit itsfacilities and resources to be used for the clinical, research and practical training experiencesfor undergraduate, graduate, postgraduate, and medical students of the University in health andrelated fields. The Hospital and KGHRI will involve Queen’s University in its research planningprocesses as appropriate. The Hospital and KGHRI will support the efforts and requirements ofQueen’s University to achieve and maintain excellence.The Hospital and KGHRI, within the limits of its available resources, and having due regard forthe intended purpose of its patient care funding, will support research initiatives that meet thefollowing criteria:i) The research initiative is consistent with Kingston General Hospital’s and KGHRI’svision, mission, values and Operating Plan/Strategic Plan.ii) Research will conform to Kingston General Hospital and KGHRI policies andguidelines covering research ethics and standards, professional conduct, and theprotection of human research participants, including but not limited to the Tri-CouncilPolicy Statement “Ethical Conduct for Research Involving Humans”, the InternationalConference on Harmonizing Good Clinical Practice (ICH-GCP) guidelines, theDeclaration of Helsinki, and privacy laws.iii) The outcome of the research and the ownership of any new apparatus or procedureswill be subject to the intellectual property policy of Kingston General Hospital,KGHRI, and/or the research affiliation agreements with the research partners.See Administrative Policy regarding Research:01-120 Research: Administrative01-121 Intellectual Property – Employee01-122 Intellectual Property – Queen’s Faculty members with Hospital Appointments06-120 Consent for Medical Photography: Photographs/Audio Visual Recordings09-050 Disclosure of Personal Health Information09-055 Personal Health Information Protection09-130 Patient Information for Research/Teaching Utilization09-133 Access to Charts for Student Critical Inquiry Electives09-140 Access to Personal Health Information09-150 Medical Records: Duplication of Patient Information (Photocopying. Facsimile)09-180 Patient Records: Medical Records Retention/Destruction11-150 Health Research11-151 Clinical Trials Overhead11-152 Standard Operating Procedures for Clinical Research11-160 Departmental Assistants – Appointment to Medical Services11-161 Departmental Assistants – Appointment to Nursing Services14-100 Clinical Drug Trials

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessResearch and EducationNUMBER: III-10ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:INTELLECTUAL PROPERTYIt is the policy of Kingston General Hospital and KGH Research Institute (KGHRI) to encouragepatenting and commercial development of, and to promote maximum public benefits from, thefruits of intellectual activity of its employees and Queen’s University faculty who hold Hospitalappointments and use Hospital resources.Commercialization of intellectual property created by Hospital and KGHRI employees andsharing of any material benefits from commercialization will be dealt with in accordance with therelevant KGH Administrative Policy.Commercialization of intellectual property created by Queen’s faculty with Hospitalappointments and sharing of resulting material benefits will be dealt with in accordance with theHospital/Queen’s University Affiliation Agreement and the relevant KGH Administrative Policy(01-122)See Administrative Policies regarding Intellectual Property

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessAuditNUMBER: III-11ISSUE DATE: November 2010REVISION DATES:REVIEW DATE: May 2011PAGE: 1 of 1SUBJECT:REPORTING OF INAPPROPRIATE WORKPLACECONDUCTThe Board of Directors expects hospital management to have in place an administrative policyoutlining a process for the reporting of inappropriate workplace conduct. The administrativepolicy must be in place to assist individuals in disclosing information concerning inappropriateworkplace conduct within their role, and to ensure that those persons who report are notretaliated against.The Board expects the administrative policy will:i) Establish procedures for the reporting of inappropriate workplace conduct;ii) Establish procedures for the protection of any person who, in good faith, discloses anyconcern regarding a wrongdoing;iii) Establish procedures for breaches of non-retaliation, discrimination and harassment; andiv) Requires management to discuss all changes to the administrative policy with theBoard’s Audit Committee.Persons in the hospital are encouraged to report inappropriate workplace conduct or activities.In some cases there are professional and legal obligations to report. The administrative policyendorses a proactive environment of disclosure and protection to ensure that KGH meets andsustains our guiding principles.See Administrative Policy attached.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsQuality and EffectivenessAuditNUMBER: III-12ISSUE DATE: May 2011REVISION DATES: NewREVIEW DATE: AnnuallyPAGE: 1 of 1SUBJECT:WORKPLACE CONDUCTArticle 4.12 (b) of the By-law provides for the “profile of Director” and outlines the genericqualities and person attributes expected of all Directors. Specifically, the By-law states that aDirector must have a “commitment to comply with the Board of Directors’ conflict of interestpolicies and code of business conduct and ethics.”The Board of Directors expects hospital management to have in place an administrative policywith respect to workplace conduct. The administrative policy should document the expectationsof business conduct and business ethics to be followed by persons employed, appointed, andaffiliated with Kingston General Hospital, including Directors.See Administrative Policy attached.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 1 of 10Original Issue: 2011.09Revised:NEWIntroductionThis policy will assist persons to report concerns regarding inappropriate workplace conduct.The hospital is committed to protecting a person from inference when reporting, or fromretaliation for having reported if deemed protected disclosure. In some cases there areprofessional and legal obligations to report. This policy endorses a proactive environment ofdisclosure and protection to ensure that that Kingston General Hospital meets legislativerequirements and aligns to the guiding principles of transparency and accountability.Policy StatementSection A, Reporting of Inappropriate Workplace Conduct and Protected Disclosures, outlinesprocedures to ensure a timely response to a report received by Kingston General Hospital (the“hospital”) regarding any concern related to accounting/auditing controls and matters, violationof the hospital’s bylaws, practices and policies including, but not limited to, the WorkplaceConduct policy, the commission of a criminal offence or other legislative or regulatory violations(hereinafter collectively referred to as “wrongdoing”). It establishes internal procedures inresponding to a report by person(s) on a confidential basis and in good faith, regarding awrongdoing.Section B, Non-Retaliation, Non-Discrimination, Anti-Harassment Protection and WhistleblowerProtection refers to established procedures for the protection of any person who, in good faith,reports any concern regarding a wrongdoing, presents a complaint or report to the hospital, to agoverning college, or to any governmental authority, or to an agency responsible for accreditingor evaluating the hospital in respect of a wrongdoing that is deemed to be a protecteddisclosure.Policy Definitions• Affiliate: an individual who is not employed by the hospital but performs specific tasks at thehospital, including: learners, volunteers, contractors or employees of contractors who maybe members of a third-party contract or under direct contract to the hospital, and individualsworking on the hospital premises, but funded/employed through an external source (i.e.research and university staff on site).• By-Law: the by-laws of the hospital.• Complainant: Person or persons reporting inappropriate workplace conduct (wrongdoing),including retaliation after submission of the report.• Credentialed Staff: Physicians, dentists, midwives, extended class nurses.• Disclosure: Report of a wrongdoing made in good faith by person(s) in accordance with thispolicy.• Employee: An individual who is employed by the hospital and is on the hospital’s payroll.• Good Faith: Honestly and without deception. Good faith is evident when the report is madewithout malice or consideration of personal benefit, and that there is a reasonable basis tobelieve the report is true; however, a report does not have to be proven to be true to be ingood faith. Good faith is lacking when the report is known to be malicious or false.• Governing Legislation: All legislation governing the hospital, including but not limited to thePublic Hospitals Act and related Regulations, Health Care Consent Act, Quality of CareInformation Protection Act, Local Health System Integration Act, Substitute Decisions Act,

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 2 of 10Original Issue: 2011.09Revised:NEWExcellent Care for All Act, Public Sector Compensation Restraint to Protect the PublicServices Act, Occupational Health and Safety Act and related Regulations, RegulatedHealth Professions Act, Transparency in Public Matters Act, Personal Health InformationProtection Act, Criminal Code of Canada, and Human Rights Code.• Leader: A non-union supervisor, manager, director, executive team member, who providessupervision to employees.• Management: Those who have responsibility to hire, terminate, reorganize the workplaceand provide supervision for others.• Officer of the Hospital: Executive Management Committee, i.e. senior executives who reportto the Chief Executive Officer and the Chief Executive Officer and President of the hospital.• Persons: Includes the Board of Directors and officers of the hospital, credentialed staff,employees, management, contracted services, and people who do business at and on thepremises of the hospital.• Policies: The Board, hospital and medical policies in place at the hospital.• Primary Hospital Contact: Volunteers: the Director of Volunteer Services; CredentialedStaff: Director or Vice President of Medical Administration; Students: Instructor or hospitaleducational supervisor, Contractors: the applicable hospital liaison and/or overseer of thecontract.• Protected disclosure: A report about a wrongdoing. It is an admission or revelation that,when fulfilling certain requirements, entitles the person who made the disclosure to supportand protection from reprisals, retaliation, victimization, or even prosecution.• Receiver: A leader/representative of the hospital with accountability to respond to thedisclosure.• Report: Written or verbal disclosure of allegations of inappropriate workplace conduct,including retaliation as defined in this policy (wrongdoing).• Reprisal: An act or instance of retaliation.• Respondent: The individual(s) alleged to have conducted a wrongdoing.• Retaliation: To take retribution, especially by returning some injury or wrong in kind, or toavenge.• Vexatious: An act done by a person in order to annoy, embarrass or otherwise aggravateanother person.• Wrongdoing: A breach of the bylaws, practices, policies including without limitation, theWorkplace Conduct policy, the contravention of an Act of Parliament or of the legislation ofthe province, the misuse of public funds or assets, an act or omission that creates asubstantial and specific danger to the life, health and safety of persons or the environment,other than danger that is inherent in the performance of the duties or functions of anemployee, credentialed staff and affiliate. (Judgment calls that result from a balance andinformed decision-making process are not considered wrongdoing in the scope of thispolicy).• Workplace: All hospital premises, work assignments that occur off hospital property, off sitework-related social events and functions, work-related seminars, conferences, travel andtraining, and other locations where work related responsibilities are carried out. Phone calls,communications, faxes, and electronic mail that are related to workplace activity made withcommunication devices are considered an extension of the workplace.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 3 of 10Original Issue: 2011.09Revised:NEWProcedureSECTION A1. Reporting Inappropriate Workplace Conduct & Existing Policies and Procedures1.1 Existing Policies and Procedures. This policy is not intended to replace existing KGHpolicies (see related documents) that have a process that should be referenced andfollowed to resolve related concerns.1.2 In the ordinary course, it is expected that concerns will be reported through normalreporting practices, policies and procedures. In most cases, the employee’s leader orthe hospital’s primary contact (if not an employee), is in the best position to address anarea of concern. If there is reluctance to report the wrongdoing to those individuals, theperson(s) can report the concern to individuals listed in Appendix A. Additionally, thereare separate procedures outside this policy available for person(s) to raise issuesrelating to:1.2.1 grievances in respect of employment and the terms and conditions ofemployment;1.2.2 the quality of clinical care provided to the hospital’s patients by those membersof the credentialed staff;1.2.3 workplace anti-harassment and discrimination; Code of Behaviour (Be REAL),Workplace Violence Prevention, and Physician Behaviour policies; and1.2.4 occupational health and safety concerns.1.3 Any person, who submits a report regarding a wrongdoing, or suspected wrongdoing, isprotected by the safeguards set out in Article 4. Any person receiving a report orsuspected violation report can redirect a complainant to an appropriate person.2. Procedure for Reporting Inappropriate Workplace Conduct2.1 Reporting Wrongdoings. Each person has an obligation to report any good faithconcern in respect of a wrongdoing. If a person reasonably believes that he or she hasinformation about an inappropriate behaviour or activity that could show that awrongdoing has been committed, or is about to be committed, the person may reportthis in accordance with the process set out below.2.2 Submissions of Allegations of Wrongdoing2.2.1 Any person may submit a report, on a confidential basis, detailing any concernsregarding a wrongdoing. In the ordinary course, such a concern should bereported to the employee’s leader or the hospital’s primary contact (if not anemployee). In such an event, the report shall be dealt with through thoseindividuals hereinafter referred to as the receiver. If the primary hospitalcontact is not listed in Appendix A, then that primary hospital contact will referto an individual on Appendix A.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 4 of 10Original Issue: 2011.09Revised:NEW2.2.2 Where the person is reluctant to report the wrongdoing to the leader or thehospital primary contact, the person can report the concern directly toindividuals listed in Appendix A. This can be done either verbally or in writing.2.2.3 Where the person is reluctant to report the wrongdoing to individuals identifiedin Appendix A, the person can, as a final resort, report the concern to the Chairof the Audit Committee either verbally or in writing. A written report shall beforwarded in a sealed envelope to the Chair of the Audit Committee, c/o theOffice of the Chief Operating Officer, in an envelope labelled, “To be opened bythe Chair of the Audit Committee only.” If a person would like to discuss thematter with the Chair of the Audit Committee verbally, that person shouldindicate this and include a contact telephone number. If any such envelope isreceived by the management of the hospital, it shall be forwarded promptly andunopened to the Chair of the Audit Committee. A person can make a verbalreport to the confidential telephone line direct to the Chair of the AuditCommittee, telephone 7410.2.2.4 A report submitted hereinafter referred to as a disclosure made under 2.2.1,2.2.2 or 2.2.3 must include the following information if known:A. A description of the wrongdoing. Facts, not speculative information,must be provided and should contain as much detail as possible to allowfor proper assessment. In addition, the disclosure should containsufficient corroborating information to support the commencement of aninvestigation.B. The name of the person or persons alleged to have committed thewrongdoing, or planning to commit the wrongdoing.C. The dates of the wrongdoing;D. Whether the wrongdoing has already been disclosed to anotherrepresentative of the hospital and a response received.2.2.5 The receiver must record date received, and issue a dated email or letteracknowledgement to the complainant.2.2.6 Any disclosure received regarding financial statements, accounting, internalaccounting controls or auditing matters should be referred immediately to theChief Operating Officer. Should the report be related to activities by the ChiefExecutive and/or Chief Operating Officers, it can be forwarded to the Chair ofthe Audit Committee.Note: While the hospital trusts that current policies and procedures givepersons the reassurance needed to report concerns regarding wrongdoinginside the hospital, it recognizes that there may be circumstances when aperson(s) should properly report to outside bodies such as governmentalauthorities or the police.2.3 Anonymous Reporting of Inappropriate Workplace Conduct2.3.1 Any person may submit an anonymous report at any stage of the processdetailed in 2.2.2.3.2 Written acknowledgement under 2.2.5 will not be issued by the receiver.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 5 of 10Original Issue: 2011.09Revised:NEW2.3.3 The seriousness of the allegation will, out of necessity, be determined basedsolely on the general merit and specific detail outlined in the disclosure.Follow-up for clarification and expansion of facts will not be possible, whichmay have the unintended consequence of limiting the effectiveness of anyinvestigation or finding derived thereof.2.3.4 In view of the investigation limitations outlined in 2.2.3, person(s) consideringan anonymous report under this section are encouraged to review Section B,4&5 of this policy. The hospital clearly prohibits retaliation, discrimination andharassment against any person(s) who reports, in good faith, what isreasonably believed to be a wrongdoing, and is fully committed to thesafeguards outlined in Section II of this policy. Notwithstanding the foregoing,this in no way interferes or limits the right of person(s) who neverthelesschoose to submit an anonymous report.2.3.5 Any person submitting an anonymous report implicitly waives the protectionafforded in Section B, 4&5.2.4 Investigation of a Complaint2.4.1 Following the receipt of a disclosure, including anonymous reports, submittedhereunder, the disclosure shall be assessed promptly by the receiver todetermine if an investigation shall commence. This will include an assessmentof the risks to the complainant(s), employees, credentialed staff, affiliatesand/or patients and the hospital and immediately take appropriate preventativemeasures if required.2.4.2 If the investigation is warranted, determine if the receiver should conduct theinvestigation with applicable in-house support from an individual listed onAppendix A or assign another appropriate investigator dependent on the natureof the report. The determination of an investigation and who will conduct theinvestigation shall be communicated to the known complainant by the receiver.2.4.3 Where there are more specific policies which govern such investigations (forexample the Hospital By-laws for Medical Staff or the KGH Code of Behaviour– Be Real), the receiver will ensure that the more specific policy shall befollowed.2.5 Investigation Procedures, Reporting and Records2.5.1 The receiver responding to the disclosure and overseeing the investigation mayconsult with internal resources, his/her supervisor, including individuals listed inAppendix A and determine resources required to complete the investigation.The investigation is to be conducted as expeditiously as possible. Once thedecision is made to conduct an investigation, the receiver informs therespondent about the nature of the report and that the matter is beinginvestigated. In conducting any investigation, the investigator shall usereasonable efforts to ensure that person(s) are treated fairly including theperson(s) making the disclosure, witnesses, and the person(s) alleged to beresponsible for the wrongdoing(s).

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 6 of 10Original Issue: 2011.09Revised:NEW2.5.2 During the investigation, the receiver and the investigator shall maintainneutrality and confidentiality. The receiver will ensure that the investigation isdocumented and that a written record of each step in the process includingspecifics like date, time, and place is completed. The receiver or theinvestigator will interview witnesses and obtain application documentation andrecords as appropriate to review and analyze against disclosure.2.5.3 Upon completion of an investigation, a summary findings, (see attached) isprovided containing findings and any recommendations about the disclosureand wrongdoing.2.5.3.1 If the review concludes that the disclosure cannot be substantiated, nofurther action will be taken. The receiver will discuss with the complainantand respondent to recognize that he/she acted in good faith and that theprocess was followed.2.5.3.2 If an assessment concludes that the disclosure was made in bad faith, thereceiver will follow-up with applicable parties for discipline and/or removalof access and privileges as applicable.2.5.3.3 If the disclosure is substantiated, the receiver will ensure that correctiveaction is taken immediately. The receiver will consult with the HR Advisoror other appropriate management as applicable to determine if disciplineor removal of access and/or privileges are warranted. If the disclosure isunsubstantiated, the decision will be conveyed to the respondent.2.5.3.4 The receiver will ensure that the summary findings is forwarded in aconfidential envelope to be opened by the Chief Operating Officer only, fordocumentation into a log book for quarterly notification to the AuditCommittee.2.5.3.5 Findings will be communicated to the known complainant and respondent.2.5.4 For disclosures that are submitted directly to the Audit Committee forinvestigation, the Chair of the Audit Committee shall make reports on aquarterly basis to the Board of Directors, identifying any investigationsundertaken, any findings arising from such investigations, and any disciplinaryaction taken as a result of such investigations.2.5.5 The Audit Committee shall retain as a part of the records of the AuditCommittee any information and documentation pertaining to such reports for aperiod of no less than seven (7) years.2.6 When Investigation not Required. A receiver may cease or decline to pursue aninvestigation upon review of all available relevant details and determines that:2.6.1 the disclosure is frivolous or vexatious, or has not been made in good faith, ordoes not deal with a sufficiently serious subject matter;2.6.2 so much time has elapsed between the date when the subject matter of thedisclosure occurred and the date when the disclosure was made thatinvestigating it would not serve a useful purpose;2.6.3 the disclosure does not provide adequate facts about the wrongdoing to permita proper investigation;

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 7 of 10Original Issue: 2011.09Revised:NEW2.6.4 the disclosure relates to a matter that could more appropriately be dealt withaccording to the procedures under a collective agreement, employmentagreement, the hospital’s by-laws or a more appropriate and specific hospitalpolicy, practice, procedure; or2.6.5 there is another valid reason for not investigating the disclosure.2.6.6 The decision not to investigate will be communicated to the knowncomplainant.2.7 Appeals to Decision Not to Investigate. A decision made by the receiver not toinvestigate may be appealed in writing to an officer of the hospital. Decisions made byan officer of the hospital, including the Chief Executive Officer, may be appealed to theChair of the Audit Committee. A written response will be provided to the complainantmaking the appeal at each level of the appeal process.3. General Offences3.1 False or misleading statements. No person shall, in seeking advice about making adisclosure, in making a disclosure, or during an investigation, knowingly, make a falseor misleading statement, orally or in writing.3.2 Obstruction in performance of duties. No person shall wilfully obstruct any personinvestigating and fulfilling the requirements under this policy. Such conduct will bedeemed to be a reprisal, as per Section B, 4 of this policy.3.3 Destruction, falsification or concealment of documents or things. No person shall,knowing that a document or material thing is likely to be relevant to an investigationunder this policy:3.3.1 Destroy, mutilate or alter the document or material thing3.3.2 Falsify the document or make a false document3.3.3 Conceal the document or material thing; or3.3.4 Direct, counsel or cause, in any manner, a person to do anything mentioned inabove clauses 3.3.1, 3.3.2, 3.3.3SECTION B4. Whistleblower Policy/Non-Retaliation, Non-discrimination, Anti-harassment Protection4.1 Prohibition Against Retaliation, Discrimination and Harassment. The hospital prohibitsdiscrimination, harassment and/or retaliation against any person who reports, in goodfaith, what they reasonably believe to be a wrongdoing and any protected disclosures.4.2 Protection. The hospital is committed to not discharging, demoting, suspending,threatening, harassing, prejudicially modifying the relationship of, or otherwisediscriminating or retaliating against a person in the terms or conditions of his/heremployment or relationship with the hospital as a result of a disclosure that wassubmitted in good faith in accordance with this policy and without malice of forethought.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 8 of 10Original Issue: 2011.09Revised:NEWAny person, who reports a wrongdoing is protected by the safeguards set out in Article5 & 6 unless the person remains anonymous.4.3 Collective Responsibilities. All persons are responsible for ensuring that the workplaceis free from all forms of discrimination, harassment and retaliation prohibited by thispolicy.5. Procedures for Breaches of Non-Retaliation5.1 Any person who legitimately and in good faith believes that they have been the subjectof retaliation, as defined in Article 4, or is aware of any conduct which may beprohibited by the Reporting of Inappropriate Workplace Conduct policy is stronglyencouraged to report immediately the facts forming the basis of that belief orknowledge to their leader or the hospital’s primary contact (if not an employee). Thiscan also be communicated directly to an officer of the hospital or the Chair of the AuditCommittee. Any person who receives such a report or witnesses any conduct whichthey legitimately and in good faith believe may be prohibited by this policy mustimmediately notify their leader, or an individual listed in Appendix A.5.1.1 Upon receiving a report regarding retaliation, the receiver will promptlyascertain if an investigation is necessary, and if so lead an investigation orrequest another to conduct an investigation (Appendix A). It is the obligation ofall persons to cooperate in such investigation. Those responsible for theinvestigation will maintain the confidentiality of the allegations of thecomplainant and the identity of the persons involved, subject to the need toconduct a full and impartial investigation, remedy any violations of policies, ormonitor compliance with or administer the policies. If the report was madeanonymously in writing or verbally, an investigation may not proceed.5.1.2 The investigation generally will include, but will not be limited to, discussionwith the subject of retaliation (unless the report was submitted on ananonymous basis), the person(s) against whom allegations have been made,and witnesses, if appropriate.5.1.3 In the event that an investigation establishes that a person has engaged inconduct or actions constituting retaliation in violation of this policy, the receiverwill ensure that the hospital takes appropriate corrective action up to andincluding termination of that person’s employment or relationship with thehospital.5.1.4 In the event that the investigation reveals that the report of retaliation wasfrivolously made or undertaken for improper motives or made in bad faith orwithout a reasonable basis, the receiver will ensure that the complainant'sleader or applicable administrative lead will take whatever disciplinary action upto termination may be appropriate in the circumstances.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 9 of 10Original Issue: 2011.09Revised:NEW5.2 If there is a determination that a reprisal has been taken against the person reportingallegations contrary to this policy, the receiver, in consultation with applicable hospitalrepresentative (s) may in accordance with the policy:5.2.1 Return the complainant to his or her duties / activities; or5.2.2 Reinstate the complainant or propose another remedy, if it is determined thatthe trust relationship between the parties cannot be restored; or5.2.3 Rectify any situation resulting from the reprisal as deemed necessary; or5.2.4 Do or refrain from doing anything in order to remedy any consequence of thereprisal.Related Documents• 12-217 Workplace Conduct• 02-143 Workplace Violence Prevention• 01-146 E-mail Use• 01-145 Internet Use• 12-320 Code of Behaviour (Be Real)• 12-300 Workplace Anti Harassment & Discrimination• 12-140 Diversity• 06-043 Accessibility• 07-010 Media• 11-009 Physician Behaviour• 01-141 User Responsibilities of Electronic Data & Information• 01-139 Security of and Access to Hospital Electronic Data & InformationReferences:• “Hear that whistle blowing! Establishing an effective complaint-handling process”; Grant ThortonCorporateGovernor Series, August 2006, Volume 2, Issue 2.• “Understanding Disclosure Controls and Procedures: Helping CEOs and CFOs Respond to the Needfor Better Disclosure”, A Risk Management and Governance Board Discussion Brief, The CanadianInstitute of Chartered Accountants, Copyright 2005.• Criminal Code of Canada and pertinent legislation.• Verdict of Coroner’s Jury – Dupont/Daniel Inquest and the Dupont Inquiry Recommendations,December 11, 2007.• “Guidebook for Managing Disruptive Physician Behaviour”, College of Physicians and Surgeons ofOntario, April 2008.• “Audit Committee Whistleblower Policy”, Bennett Environmental Inc. Adopted March 2, 2005;modified November 17, 2005.• “Code of Conduct” Canada Line. Finalized April 22, 2008.• “Whistleblower Policy”, Goldcorp Inc., August 2005.• “Standards of Business Conduct”, London Health Sciences Centre, July 1, 2009.• “Business Ethics in the Workplace – A Guide for Leaders, Physicians and Staff”, London HealthSciences Centre, May 2007.• “Code of Conduct”, St. Joseph’s Health Sciences Centre, Toronto, Ontario.• “Code of Ethical Conduct”, Mount Sinai Hospital, Toronto, Ontario• “Code of Ethics and Business Conduct”, SNC-Lavalin, 2009-3.• “Code of Conduct and Conflict of Interest”, Provincial Health Services Authority, February 13, 2003.• “Whistleblower Policy”, Provincial Health Services Authority, August 25, 2005.• “Code of Conduct”, Children’s Memorial Hospital”, Copyright 1999-2009.

KINGSTON GENERAL HOSPITALADMINISTRATIVE POLICY MANUALSubject: Reporting of Inappropriate Workplace ConductPrepared/Reviewed by: Audit Committee, Board of DirectorsIssued by: President & Chief Executive OfficerNumber: 01-218Page: 10 of 10Original Issue: 2011.09Revised:NEW• “Value Based Code of Conduct”, Hamilton Health Sciences, June 30, 2006.• “Conflict of Interest and Conflict of Commitment”, Queens University, September 28, 2001.• “Code of Conduct”, Queens University, July 1, 2008.• “Conflict of Interest Rules for Public Servants”, Ontario Regulation 382/07.Authorizing Signature:_______________________Leslee ThompsonPresident and Chief Executive Officer

Contacts for Reporting Inappropriate Workplace ConductPolicy 01-218Appendix AEach person has a responsibility to report inappropriate activities at the hospital. Talking to yourimmediate leader is your first option. If this does not address your needs, you also have theoption to obtain further expert advice or report outside your immediate area.If you are:An Employee:• First, your Immediate Leader/Manager• Your Immediate Director• Your Immediate VP• HR Advisor• Director, Healthy Workplace• Vice President, People Services and Organizational Effectiveness• Chief Operating Officer• Chief Executive Officer and PresidentNote: There are other leaders in the hospital you can speak with if applicable in Finance, RiskManagement, Occupational Health & Safety, etc. Inquire with your leader or HR Advisor.A KGH Physician, Midwife, Dentist, or Extended Class Nurse:• Director, Medical Administration• Vice President of Medical Administration• Anyone from the contact list as above for employeesA Researcher:• Vice President, Health Sciences Research, Kingston General Hospital• Anyone from the contact list as above for employeesA Volunteer• Director, Volunteer Services• Anyone from the contact list as above for employeesA Student• Instructor or hospital educational supervisor• Anyone from the contact list as above for employeesOther• Anyone from the contact list as above for employeesIf all the above mentioned reporting options have been exhausted and did not meet your needs, areport can be made to the Chair of the Audit Committee as outlined in the Reporting ofInappropriate Workplace Conduct Policy, Section A, 2.2.3Please note that for cases specifically involving victims of domestic violence who fear for theirsafety while in the workplace, contact the Sexual Assault/Domestic Violence Program: Ext. 4880or Security: Ext. 4142.

WORKPLACE CONDUCT POLICY # III-12Policy 01-218Appendix BPage 1 of 2SUMMARY OF FINDINGS REPORTDate of IncidentDate ReceivedReceiverand TitleNameComplainantName and TitleRespondent(s)Name(s) and Title(s)Issue Label (checkone)□ WorkplaceEnvironment□ Environment Healthand Safety□ Third PartyRelationships□ Legal Compliance □ Information andRecords□ Hospital AssetsComplaintSummaryFindingsSummaryAction Taken(includedisciplinarymeasures anddates)

RecommendationsPolicy 01-218Appendix BPage 2 of 2(consider need forfollow-up,preventionmeasure orpolicy/processrevisions)Response Response toComplainant Date:ResponseRespondent Date:toDoes Not RequireFollow-Up □Prepared by: Name: Title:Date Submitted:In a confidential envelopeforward toChief Operating OfficerWatkins 2

Policy 01-218Appendix CPage 1 of 4Process for Reporting, Investigating and Resolving Complaints ofInappropriate Workplace ConductInappropriate ConductBehaviour inconsistent with KGH PoliciesAnonymous Report toLeader or Affiliate(2.3)Report to Leader orAffiliate(2.2.1)Other Avenuesfor Resolution(2.4.4)Alternately, report tocontact in Appendix1Workplace Anti-Harassment Policy,Code of Conduct,Physician BehaviourPolicyAlternately, report toChair of KGH AuditCommittee(2.2.3)Quality of ClinicalCare issue withcredentialed staffIssue datedacknowledgement ofreceipt(2.2.5)Grievance in respectto unionized termsof employmentOccupational Health& Safety concernsDecision to InitiateInvestigation of Inappropriate ConductReceiverRespondentComplainant

Complainant Investigation (Section 2.4)Policy 01-218Appendix CPage 2 of 4If emergency, contact:Emergency: Security @6855SADV: Manager @4142Speak with LeaderDefine breach if possibleShare all documentation and information availableNote that:Discussions and explorations with other parties arepossible & probableInterview with Respondent and witness(s) if applicableRecommendations and findings will be documented in areport for actionExpect action steps for resolution and timelines forcommunication/completion will be reported to you

Receiver Investigation Flow (section 2.5)Policy 01-218Appendix CPage 3 of 4Speak with ComplainantDefine breach and gather all pertinent informationFully document at all stagesEstablish investigation team/assistance as requiredSpeak with any and all other relevant partiesRefer to specific KGH service as required:Emergency: Security @6855SADV: Manager @4142Review appropriate KGH PoliciesComplete AssessmentDevelop recommendationsDefine resolution action steps and timelines forcommunication/completion

Resolution Stage (Section 2.5.3)Policy 01-218Appendix CPage 4 of 4Findings & Next Steps (including applicable disciplinarymeasures)Determination and results reported to ComplainantSummary of Findings ReportSubmission of the Summary Findings Report to ChiefOperating Officer or delegate to inform the AuditAction recommendations of ReportTask support from HR, SADV, Security, etc. as requiredMonitor ResultsAssess impact to determine if issue is fullyresolved/addressedCopy all documentation and report findings to HR Advisorfor secure storage and archival record

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:FINANCIAL OBJECTIVESArticle 4.10 (d) includes the responsibilities of the Board of Directors to ensure financial andorganizational viability.The Board will ensure that the Hospital is operated and managed in an efficient and effectivemanner according to accepted business and financial practices and approved policies, and thatthe Hospital operates within its approved funding and in alignment with the Hospital ServicesAccountability Agreement (H-SAA). The CEO is accountable to the Board for ensuring thatthese objectives are achieved, that the fiscal position of the organization is not placed at risk,and that adequate internal controls and processes are in place, monitored for compliance, andperiodically reviewed by the Resources and Audit Committees of the Board.A material deviation of actual expenditures from Board approved priorities will not properly occurwithout prior approval of the Board. Accordingly, the CEO will not:• Direct or approve the expenditure of designated revenue for other than its intendedpurpose;• Direct or approve the expenditure of more funds than have been budgeted, or expendmore funds than have been received or reasonably forecast to be received;• Use any reserves except as provided in the approved budget;• Direct or approve the accumulation of debt for operational requirements in an amountgreater than provided within the budget and indicated by the cash flow projectionsassociated with the budget;• Direct or approve the cash position falling, at any time, below the amount needed tosettle payroll and all other obligations in a timely manner, in accordance with generallyaccepted good business practices or the agreed terms inherent with the obligation; or• Knowingly allow any payments or filings to be overdue or inaccurately filed.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:FINANCIAL PLANNING AND PERFORMANCEArticle 4.10 d (i) of the By-law provides for the Board of Directors to review the HospitalAccountability Planning Submission (HAPS), and approve the Hospital Services AccountabilityAgreement (H-SAA) for submission to the South East Local Health Integration Network (SELHIN) by a date in compliance with its requirements.The Board will not approve an annual budget that projects a deficit position, unless explicitlydirected or permitted to do so by the Ministry of Health and Long-Term Care or the SE LHIN.The Hospital Accountability Planning Submission (HAPS) will be aligned with the Board’sestablished priorities, and will not place the organization at financial risk. The Board will requirethat the operating plan address the working capital needs of the organization.The CEO is responsible for preparing the HAPS for each fiscal year. Prior to the Board grantingits approval, Resources Committee will review and recommend these documents forpresentation to the Board.The Chief Executive Officer (CEO) will ensure that appropriate and effective administrativepolicies and procedures exist to manage operating expenses within the annual budget plan, andthat these policies and procedures are monitored for compliance and reviewed periodically.The annual budget will contain sufficient information to provide:i) A reasonable projection of revenues and expenses;ii) A separation of capital and operational items;iii) A cash flow analysis, including borrowing requirements;iv) Disclosure of significant changes in financial position;v) Disclosure of all material planning assumptions; andvi) Material changes to accounting treatment.Monitoring of Financial PerformanceNOTE: Board and Resources Committee needs to determine the frequency of reporting.On a regularly reported basis, determined by the by-laws and terms of reference, the Board ofDirectors will conduct a thorough assessment of the organization’s financial statement andperformance of indicators.

SUBJECT:Policy #IV-2Financial Planning and PerformancePage 2 of 2The CEO is responsible to ensure that the Hospital establishes and maintains financial reportingsystems in accordance with generally accepted accounting principles and its accountabilityagreements.Financial statements will be prepared in conformance with generally accepted accountingprinciples. The statements will include statements of:i) Financial position;ii) Revenues and expenditures, including approved fiscal budget, actual expenditures todate, and analysis of variances; andiii) Statement of cash flows. Statement of changes in net assets.If the Board monitoring and assessment of these indicators identifies problems, the CEO will bedirected to devise and implement a plan to correct them.Capital PlanOn the advice of management, the Board will establish guidelines for the definition of capitalequipment and will periodically review these guidelines.Yearly capital equipment budgets will be recommended for approval to the Board of Directorsbased on prioritized submissions. The capital budgeting process will be aligned with therequirements of the HAPS. In addition, the Board may consider approval of capital equipment/projects, as may be required outside of these timelines, based on appropriate information.Capital equipment is usually funded from the following sources:i) Amortization expense allocation.ii) Donor funds (direct to hospital).iii) Kingston General Hospital Foundation.iv) Kingston General Hospital Auxiliary:v) Government Grants.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-3ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:ASSET PROTECTIONThe Chief Executive Officer (CEO) is accountable to the Board of Directors to ensure thatassets are reasonably protected, adequately maintained and not placed at unnecessary risk.Accordingly, the CEO will ensure that appropriate administrative policies and procedures are inplace and that these policies and procedures are monitored for compliance and reviewedperiodically by the Resources Committee of the Board.The CEO will ensure that that Kingston General Hospital:i) Maintains adequate liability and property insurance, including Directors liability anderrors and omissions coverage, with an appropriate deductible;ii) Maintains an asset registry.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial & Organizational ViabilityResourcesNUMBER: IV-4ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:PURCHASING AND LEASINGThe Chief Executive Officer (CEO) is accountable to the Board of Directors of the KingstonGeneral Hospital to ensure that the Hospital has in place administrative policies and proceduresfor the acquisition of goods and services and real property. The practices established by theHospital for the leasing, acquisition or disposal of real property, will comply with the BoardPolicy IV-5 and any Board resolution for Signing Officers, which is passed from time to time.The Board authorizes the CEO to initiate any commitments contained within an approvedOperating or Capital Plan or otherwise approved by motion of the Board or its delegatedauthorities, including any and all: contracts, requisitions, purchase orders, travel authorizationsand any other agreement, financial or otherwise. If emergency expenditures or commitmentsare necessary, they must be subsequently submitted for approval at the next appropriatemeeting.The CEO is accountable to the Board of Directors for ensuring that appropriate administrativepolicies and procedures are in place regarding purchasing and leasing, and that these policiesand procedures adhere to legislated or agreements with the Ministry of Health and Long TermCare and the SELHIN, Compliance with this policy will be monitored and reviewed annually bythe Resources Committee of the Board.For greater clarity, it is the CEO’s responsibility to ensure appropriate practices are followed incompetitive tendering or invitation for proposal in all purchases of supplies, services, capital,leases, or agreements and that such practices are in compliance with [the Broader PublicSector Procurement Directive ] appropriate legislation.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-5ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:SIGNING OFFICERSIn accordance with By-Law 1 (Article 9.02 and 9.03), the Board shall by resolution, from time totime, designate the signing officers of the Corporation and authorize individuals to signcontracts, agreements, and carryout the business of the corporation, including:i) to draw, accept, sign and make all or any bills of exchange, promissory notes,cheques, and orders for payment of money;ii) to receive and deposit all Corporation monies in the bank and give receipts for same;iii) subject to the approval of the Board, to assign and transfer to the bank all or anystocks, bonds, or other securities;iv) from time to time, to borrow money from the bank Ref IV-6 Borrowing;v) to transact with the said bank any business which they may think fit;vi) to negotiate with, deposit with, endorse or transfer to the bank, but for the credit ofthe Corporation only, all or any bills of exchange, promissory notes, cheques, ororders for the payment of money and other negotiable paper;vii) from time to time, to arrange, settle, balance, and certify all books and accountsbetween the Corporation and the bank designated by the Board;viii) to receive all paid cheques and vouchers; andix) to sign the bank’s form of settlement of balance and release.Two signing officers shall be required to sign cheques, contracts, agreements, bills of exchangeor other negotiable instruments and orders for payment, except as specifically provided for in aBoard resolution. The Board by resolution, from time to time, will assign limits of authority toSigning Officers and clarify the incidences where Board Designated Signing Officers must beone of the signatories.For further clarity, Hospital employees are not authorized to bind the Hospital to contracts orincur expenditures unless they have been delegated that authority.The CEO is accountable to the Board of Directors for ensuring that appropriate administrativepolicies and procedures are in place regarding signing authority, and that these policies andprocedures are monitored for compliance and reviewed annually by the Resources Committeeof the Board.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-6ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:BORROWINGArticle 9.02 of the By-law provides that designated signing officers of the Kingston GeneralHospital may from time to time borrow money from a bank. Approval from the Board of Directorsis required for Kingston General Hospital to borrow money.The Hospital will only borrow money for the following purposes:i) To secure operating financing (line of credit) to fund normal operating requirementsarising from timing differences between cash inflows and expenditures;ii) To secure bridge financing for working capital requirements;iii) To secure capital project financing to support a capital project.Annually the board will pass a resolution appointing the signing officers of the corporation.Note: Purposes for borrowing should be reviewed/confirmed by Resources Committee.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsFinancial and Organizational ViabilityResourcesNUMBER: IV-7ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:INVESTMENT POLICYArticle 4.10 (d) vi and 9.05 of the By-law provide that the Board of Directors of Kingston GeneralHospital may invest as authorized by this investment policy. The Hospital may invest inaccordance with the Trustee Act of the Province of Ontario.Investment activities are to be undertaken in a manner designed primarily to preserve andsafeguard capital, and secondarily to optimise investment yield in order to achieve the Hospital’sannual financial plan. The standard of care that shall apply to the investment of funds of theHospital shall be the care, skill, diligence and judgment that a prudent investor would exercise inmaking similar investments.The Board will receive a report on the investment portfolio performance on an annual basis andannually review the investment guidelines.Note: The permitted investments and investment mix should be reviewed/confirmed by ResourcesCommittee.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:GOVERNANCE POLICY FRAMEWORKPreambleThe Board of Directors approved a new hospital bylaw in February 2009.The bylaw specifies the following elements of the governance framework which are guiding thework of the Board.The “Pointer-Orlikoff” governance model which has been adopted by the Board includes threeroles for the Board: policy formulation, decision-making and oversight.Policy formulation is defined in Article 4.09 (a) of the KGH Bylaw as “(to) establish policies toprovide guidance for those empowered with the responsibility to lead and manage theCorporation’s operations.“Board policies perform two absolutely essential functions. First, they express Boardexpectations – of the organization as a whole, of itself, of management and the medical staff.Policies are the means by which Boards specify and convey what they want done (and whatthey want the organization to refrain from doing) in addition to the range of acceptable (andunacceptable) means for accomplishing specified goals. To lead rather than follow, policiesmust clarify and articulate Board expectations. Second, policy is the mechanism by whichBoards direct and constrain as they delegate authority and tasks to management and themedical staff.” 1Scope and Organization of Board Policies: Many Boards establish policies related only to theirown structures and processes (i.e. those matters which were established during the governancerenewal process and which are contained in Part V of this policy manual. However, a criticalelement of this governance model is for the Board to establish policies related to each of itsdefined areas on responsibility. Consequently, the KGH Board policies are organized accordingto the responsibilities of the Board of Directors as detailed in the Bylaws (Article 5.10):• Establish Strategic Direction• Provide for Excellent Leadership and Management• Monitor Quality and Effectiveness• Ensure Financial and Organizational Viability• Ensure Board Effectiveness• Build and Maintain Positive Relationships____________________1 Pointer and Orlikoff. Board Work: Governing Health Care Organizations, Jossey Bass 1999

SUBJECT:Policy #V-1Governance Policy FrameworkPage 2 of 2These policies provide the context for the Board to fulfill its two other roles: decision-makingand oversight in relation to each of its six areas of responsibility.Framework• Principles of governance and board accountability – Bylaw reference 4.08• Roles and responsibilities of the board of directors – Bylaw reference 4.09 and 4.10• Roles and responsibilities of individual elected and ex-officio directors – Bylawreference 4.11• Guidelines for the nomination of directors – Bylaw 4.12• Board size/composition – Bylaw 4.02• Position descriptions for Chair (Bylaw 4.02) and Vice Chair (4.03)

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 3SUBJECT:CONFLICT OF INTEREST PROVISIONS FORDIRECTOR AND NON-DIRECTOR MEMBERSDefinitions“Conflict of Interest” includes, without limitation, the following four (4) areas that may give riseto a conflict of interest for the Directors of the Corporation, namely:Pecuniary or financial interest – a Director is said to have a pecuniary or financial interest in adecision when the Director (or the Director’s Associates) stands to gain by that decision, eitherin the form of money, gifts, favours, gratuities or other special considerations;Undue influence – participation or influence in Board decisions that selectively anddisproportionately benefits particular agencies, companies, organizations, municipal orprofessional groups, or patients from a particular demographic, geographic, political, socioeconomicor cultural group is a violation of the Director’s entrusted responsibility to thecommunity at large;Adverse Interest – a Director is said to have an adverse interest to the Corporation when theDirector is a party to a claim, application or proceeding against the Corporation; orPersonal Relationship – a Director has or may be perceived to have personal interests thatare inconsistent with those of the Corporation, creating conflicting loyalties.Associates – in relation to an individual means the individual’s parents, siblings, children,spouse or common-law partner, and includes any organization, agency, company or individual9such as a business partner) with a formal relationship to the individual.Procedure(a) (i) The Conflict of Interest provision applies to every Director of the Corporationand its provisions apply at meetings of the Board of Directors and committeesthereof.(ii)The Conflict of Interest provisions of this Bylaw 0 also apply to every personwho sits on a Board Committee (“Non-Director Member”) with necessarychanges to the points of detail.

SUBJECT:Policy # V-2Conflict of InterestPage 2 of 3(b)Subject to paragraph (c), every Director/non-Director member who, either on their ownbehalf or while acting for, by, with, or through another, has any interest, direct or indirect,perceived or actual in any proposed matter, contract or transaction or a matter, contractor transaction with the Hospital shall declare their interest and the nature and extent ofsuch interest at a meeting of the Directors or Committee at which the proposed matter,contract or transaction or a matter, contract or a transaction is the subject ofconsideration and shall not be present at, or take part in, the deliberations or vote on anyquestion with respect to the proposed matter, contract or transaction or the matter,contract or transaction. The interests of any Associate of the Director/non-Directormember shall be deemed for the purposes of this By-Law to be an interest of aDirector/non-Director member.(c) (i) A Director/non-Director member of the Hospital may have interests withstakeholders of the Hospital which may appear to be a Conflict of Interest. TheBoard recognizes that where the perceived conflicts relate to non-profit stakeholders/partnersthat share common goals with the Hospital, that the benefits ofhaving such members on the Board outweigh the potential difficulties relating tothe perceived or actual Conflict of Interest.(ii)The benefits include:(A)(B)reflection of the operational reality of the inter-relationship that theHospital has with key stakeholders/partners that is critical to the Hospitalachieving its mission and vision, andincreased capacity of the Board because it leads to fuller and moreinformed deliberation on issues that have cross-organizationalimplications.(iii)For reasons reviewed above, notwithstanding provision to the contrary containedin the By-Laws, where a member has an actual or perceived Conflict of Interestrelating to a not-for-profit partner or stakeholder, the Director/non-Directormember shall be entitled to be present at and take part in the deliberations withrespect to the proposed matter, contract or transaction or matter but shall not beentitled to vote.(d)The disclosure required by paragraph 4.06(b) shall be made:(i)(ii)(iii)at the meeting at which a proposed matter, contract or transaction is firstconsidered;if the director was not, at the time of the meeting referred to in paragraph (d) (i)above, interested in the proposed contract or transaction, at the first meetingafter the director becomes so interested;if the director becomes interested after a matter, contract or transaction is made,at the first meeting after the director becomes so interested; or

SUBJECT:Policy # V-2Conflict of InterestPage 3 of 3(iv)if an individual who is interested in a matter, contract or transaction laterbecomes a director, at the first meeting after the individual becomes a director.(e)(f)(g)(h)(i)If a material matter, material contract or material transaction, whether entered into orproposed, is one that, in the ordinary course of the Corporation’s activities, would notrequire approval by the Directors, a Director/non-Director member shall, immediatelyafter they become aware of the matter, contract or transactions, disclose in writing to theCorporation, or request to have entered in the minutes of meeting of Directors orCommittee, the nature and extent of their interest.For the purposes of this section, a general notice given to the Directors by aDirector/non-Director member pursuant to the requirement of paragraph 5.06(b) shall bedeemed to be a sufficient declaration of interest in respect of the matter, contract ortransaction provided it is given at a meeting of the Directors/Committee or the contentsof the notice are disclosed and read at the next meeting of the Directors/Committee afterit is given.A Director/non-Director member who has declared an interest in a proposed matter,contract or transaction or a matter, contract or transaction and who has otherwisecomplied with paragraphs (a) or (b) hereof, shall not be accountable to the Hospital or itscreditors for any profit resulting from such matter, contract or transaction. The matter,contract or transaction will not be voidable by reason only of the Director/non-Directormember belonging to the Board of Directors or of the fiduciary relationship establishedthereby.Every disclosure of interest under paragraphs (a) and (b) hereof shall be recorded in theminutes of the meeting of the Board of Directors/Committee by the Secretary of theBoard.The failure of a Director/non-Director member to comply with paragraphs (a) or (b)hereof does not itself invalidate any matter, contract or transaction or the proceedings inrespect of any proposed matter, contract or transaction mentioned in paragraphs (a) or(b), but the matter, contract or transaction, or the proceedings in respect of anyproposed matter, contract or transaction are voidable at the instance of the Hospital.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-A-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:DIRECTOR & NON-DIRECTOR DECLARATIONAs a Director/Non-Director of Kingston General Hospital, I acknowledge and accept that theBoard of Directors is accountable to:Its patients and communities served for:• the quality of the care and safety of patients;• operating in a fiscally sustainable manner within its resource envelope and utilizing itsresources efficiently and effectively to fulfill the hospital’s mission in patient care,education and research;• engaging the communities served when developing plans and setting priorities for thedelivery of health care;• the appropriate use of community/donor contributions to the hospital.The Southeast LHIN for:• building relationships and collaborating with the LHIN, other health service providers,and the community to identify opportunities to integrate the services of the local healthsystem for the purpose of providing appropriate, coordinated, effective and efficientservices;• ensuring that KGH operates in a manner that is consistent with provincial plans, theLHIN’s integrated health service plan and its Hospital Service Accountability Agreementwith the LHIN;• achieving the performance standards in the Hospital Services Accountability Agreementand measuring KGH performance against accepted standards and best practices incomparable organizations;• providing an evidence-based business plan in support of requests for resources to meetthe KGH mission;• informing the LHIN, and where appropriate the communities served of any gaps betweenneeds of the communities served and scope of services provided within the LHINallocation;• apprising the LHIN and the communities served of Board policies and decisions whichare required to operate within its Hospital Services Accountability Agreement;Queen’s University for:• Providing an environment and resources as an Academic Health Sciences Centre, whichwill facilitate education and training of undergraduate and post-graduate healthprofessionals and the conduct of research as defined in the Affiliation Agreement; and toThe Government of Ontario, government agencies and institutional partners for:• compliance with government regulations, policies and directions;• implementation of directly mandated programs;• implementation of approved capital projects; and• fulfillment of obligations under formal agreements and grants.

SUBJECT:Policy # V-A-1Director and Non-Director DeclarationPage 2 of 2As a Director, I agree to comply with the performance expectations as stated in Article 4 of theKGH Bylaw. In addition, I confirm that I have read and understand and/or will comply with thespecific provisions as outlined in Article 4.06 “Conflict of Interest”, Article 4.07 “Confidentiality”,Article 4.08 “Principles of Governance and Board Accountability”, Article 4.09 “Roles of theBoard”, Article 4.10 “Responsibilities of the Board”, and Article 4.11 “Roles and Responsibilitiesof Individual Elected and Ex-officio Directors”.As a non-Director serving on a Board Committee, I have read and understand the performanceexpectations as stated in Article 4 of the KGH Bylaw as it pertains to Directors. I understandthat I am also expected to comply with certain provisions as it pertains to my role as a non-Director.As a Director/non-Director, I confirm that I do not have a conflict of interest which would preventme from serving as a Director of the Board pursuant to Conflict of Interest Guidelines developedby the Board as appended.I hereby consent to act as a Director/Non-Director of Kingston General Hospital. I also herebyconsent pursuant to the provisions of the By-Law of Kingston General Hospital to the holding ofmeetings of the Board of Directors or of any Committee of the Board of Directors by means ofsuch telephone, electronic or other communication facilities as permit all persons participating inthe meeting to communicate with each other simultaneously and instantaneously. Theseconsents will continue in effect from year to year so long as I am a Director/Non-Director of theBoard.I agree to abide by the confidentiality provisions in the hospital by-law and hospital privacypolicies.I undertake to advise the Hospital in writing of any change of address as soon as possible aftersuch change.Dated:______________________________________Signature:______________________________________Print Name:______________________________________Address:__________________________________________________________________________________________________________________

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-A-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:BOARD STANDING AND AD HOC COMMITTEESThis policy is intended to supplement Article 8.0 of the By-law on Committees of the Board.Standing and Ad Hoc Committees of the Board of Directors play an essential role in the Board’sfunctioning. These bodies support the Board in fulfilling its defined roles and responsibilities byundertaking work and advising the Board within their Terms of Reference as defined by theBoard. A Standing or Ad Hoc Committee will assist the Board by preparing policy alternatives,identifying implications for Board deliberation and monitoring performance within its definedareas of responsibility. Recommendations will be made to the Board of Directors for discussionand, if appropriate, for ratification.1. The Board of Directors will establish:i) standing Committees, being those committees whose duties are normallycontinuous, by by-law or Board resolution;ii)such other Committees, as may be necessary to comply with the requirements ofthe Public Hospitals Act and the Hospital Management Regulation, as amendedfrom time to time, or as the Board may from time to time deem necessary for theoperation of the Corporation.2. The Board of Directors may establish Ad hoc Committees, being those Committeesappointed for specific time-limited duties whose mandate shall expire with thecompletion of the tasks assigned. The terms of reference and membership of Ad HocCommittees will be approved by the Board and they will report to the Board at regularintervals during their mandate.3. The Board of Directors will establish the necessary Standing Committees that are clearlytied to the Board’s core responsibilities.4. The Board of Directors will approve Terms of Reference and membership of theStanding Committees and Ad Hoc Committees annually on the recommendation of theGovernance Committee at the first regular meeting following the Annual GeneralMeeting of the Board.5. All Directors will be expected to serve on at least one Standing Committee. Initially, aBoard Director’s preference with respect to membership on the Standing Committeeswill be accommodated where possible, based on their areas of interest and expertise.However, in order to develop Director competency in the range of Board responsibilities,elected Directors will be expected to serve on at least three Board Standing Committeesover the course of their service as a Director.

SUBJECT:Policy # V-A-2Board Standing and Ad Hoc CommitteesPage 2 of 26. The Board Chair shall be an Ex-officio member of each Standing Committee.7. Each Standing Committee shall include at least three (3) elected Directors.8. With the exception of the Senior Leadership Assessment and Compensation Committeeand the Governance Committee, each Standing Committee may also include up to three(3) additional external members with appropriate skills and expertise to support the workof the Committee. The participation of external members as non-Director members onStanding Committees is also intended to facilitate succession planning for the Board ofDirectors.9. The Board, on the recommendation of the Governance Committee, will appoint theChairs and members of the Board Standing Committees and Ad Hoc Committees.10. The Board, on the recommendation of the Standing Committees, will approve the annualpriorities and work plan of the Standing Committees.11. The Board will monitor the performance of its Standing Committees at each regularmeeting of the Board through a summary written report and a verbal report by theCommittee Chair related to specific recommendations of the Standing Committee forapproval by the Board of Directors.12. Terms of Reference for all Standing Committees shall be reviewed annually by therespective Committees which shall make recommendations to the GovernanceCommittee for revisions as appropriate.13. Board Committees/Task Forces may not speak or act for the Board except whenformally given such authority for specific and time-limited purposes. Such delegation willbe framed so as to not conflict with the authority delegated to the Chief ExecutiveOfficer. Board Committees/Task Forces, unless otherwise specified, may not commit orbind the organization to any course of action.14. Unless otherwise authorized to do so, a Committee/Task Force may not engageindependent legal counsel or consulting advice without the prior approval of the Board.15. Meetings of Committees are not open to the public.Terms of Reference for the Medical Advisory Committee are included in Article 22 of the Bylaw.This policy includes Terms of Reference for the following Board Committees:• Audit Committee• Governance Committee• Nominations Sub-committee• Quality of Patient Care Committee• Research Education Committee• Resources Committee – Ad Hoc Redevelopment Sub-committee• Senior Leadership Assessment & Compensation Committee

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessGovernanceNUMBER: V-A-3ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: December 2011PAGE: 1 of 1SUBJECT:POSITION DESCRIPTION FOR THE BOARD CHAIRArticle 5.02 of the By-law defines the role and responsibilities of the board chair. Theskills, attributes and expertise of the board chair are defined below.The role of the chair is to:1. Working collaboratively with the Chief Executive Officer and the Chief of Staff,provides leadership to the board in fulfilling its accountabilities, roles andresponsibilities and ensures the integrity of the board’s processes.2. Facilitates co-operative relationships among board members and between theboard and Chief Executive Officer and the board and Chief of Staff.3. Ensures that all matters relating to the board’s mandate are brought to theattention of, and discussed by, the board.4. The chair is the official spokesperson on behalf of the board of directors unlessotherwise delegated.The responsibilities of the chair are:a) Board Meetings. In collaboration with the Chief Executive Officer and committeechairs, establish agendas that are aligned with the board’s roles andresponsibilities and annual board goals and work plan and preside over meetingsof the board. Facilitate and advance the business of the board, ensuring thatmeetings are effective and efficient for the performance of governance work.Utilize a practice of referencing board policies in guiding discussions in order tosupport the decision-making processes of the board. Ensure that a schedule ofboard meetings is prepared annually.b) Board Committees. Serve as chair of the senior leadership assessment andcompensation committee and as an ex-officio member of other board standingcommittees.c) Direction. Serve as the board’s central point of official communication with theChief Executive Officer and the Chief of Staff; guide and counsel the Chief

SUBJECT:Policy # V-A-3Position Description for the Board ChairPage 2 of 3Executive Officer and the Chief of Staff regarding the board’s expectations andconcerns. In collaboration with the Chief Executive Officer, develop standards forboard decision-support packages that include formats for reporting to the boardand the level of detail to be provided to ensure that Hospital managementstrategies and planning and performance information are appropriately presentedto the board.d) Performance Appraisal. Lead the senior leadership assessment andcompensation committee in monitoring and evaluating the performance of theChief Executive Officer and Chief of Staff and establishing compensation policythrough an annual process as outlined in the Board Policies re “President andChief Executive Officer Performance Evaluation” and “ Chief of Staff PerformanceEvaluation” respectively.e) Work Plan. With the assistance of the Chief Executive Officer and thegovernance committee, ensure that a work plan is developed and implementedfor the board that includes annual goals for the board and embraces continuousimprovement.f) Representation. Ensure that members of the board of directors have theopportunity to represent the board at hospital functions and in interactions withexternal partners and stakeholders.g) Reporting. Report regularly and promptly to the board regarding issues that arerelevant to its governance responsibilities. Report to the annual meeting ofthembembers concerning the operation of the Hospital.h) Board Conduct. Set a high standard for Board conduct and enforce Policies andBy-Laws regarding Board member conduct.i) Mentorship. Serve as a mentor to the Vice-Chair and to other Board members.Ensure that all members of the Board contribute fully. Address issues associatedwith underperformance of individual Directors.j) Succession Planning. Participate in succession planning for the Chief ExecutiveOfficer, Chief of Staff and the Board of Directors.The skills, attributes and expertise of the Board Chair are defined below.Skills, Attributes and Experience.The Board Chair should have the following personal qualities, skills, and experience:• all of the personal attributes required of a Director;• Leadership and management skills;

SUBJECT:Policy # V-A-3Position Description for the Board ChairPage 3 of 3• Strategic and facilitation skills;• Ability to effectively influence and build consensus within the Board;• Ability to establish a trusted advisor relationship with the CEO, Chief of Staffand other Board Directors;• Ability to make the necessary time commitment and required flexibility inschedule to meet the requirements of this leadership role;• Ability to communicate effectively with the Board, hospital executives, theMinistry of Health and Long-Term Care and other government agencies, theLocal Health Integration Network, other health service providers andstakeholders including Queen’s University;• Record of achievement in one or several areas of skills and expertise requiredwithin the Board;• Hospital Board experience.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-A-4ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:POSITION DESCRIPTION FOR THE VICE CHAIRArticle 5.03 of the By-law defines the role and responsibilities of the vice-chair. The skills,attributes and expertise of the vice-chair are defined below.The role of the vice chair is to:1. The vice-chair works collaboratively with the board chair. He/she supports thechair in fulfilling his/her responsibilities.The responsibilities of the vice-chair are:a) Chair Substitute. Assume the duties of the board chair in his/her absence, asrequested by the chair, including representing the Board and the Corporation atofficial functions and to the public at large.b) Board Conduct. Maintain a high standard for board conduct and uphold policiesand By-Laws regarding board member conduct.c) Mentorship. Serve as a mentor to other board members.d) Succession Planning for Board Chair. To ensure succession planning forleadership within the board of directors, under normal circumstances the vicechairis expected to be subsequently elected by the board of directors as chair.Consequently, the skills, attributes and experience are similar for the positions ofvice-chair and chair.Skills, attributes and experienceThe Vice-Chair should have the following skills, attributes and experience:• all of the personal attributes required of a Board director;• leadership and management skills;• strategic and facilitation skills;• ability to effectively influence and build consensus within the Board;

SUBJECT:Policy # V-A-4Position Description for the Vice-ChairPage 2 of 2• ability to establish trusted advisor relationship with the Chair, CEO, Chief ofStaff and other Board Directors;• ability to make the necessary time commitment and required flexibility in workschedule to meet the requirements of this leadership role;• willingness and ability to assume the role of Chair;• ability to communicate effectively with the Board, hospital executives, theMinistry of Health and Long-Term Care and other government agencies, theLocal Health Integration Network, other health service providers andstakeholders including Queen’s University;• record of achievement in one or several areas of skills and expertise requiredwithin the Board;• Hospital Board experience.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessResourcesNUMBER: V-A-5ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:TERM OF OFFICE FOR BOARD OFFICERSThe Board Chair will be elected by the Board of Directors on the recommendation of theGovernance Committee to serve a two year non renewable term. No person may serve as anelected Director for more terms than will constitute seven (7) consecutive or cumulative years ofservice. If a Director assumes the position of Chair in the 7th year of his/her term, the term as aDirector may be extended by one (1) year to accommodate the term of Chair, which is two (2)years.No Director may serve as Chair, Vice-Chair, or Secretary of the Board, for longer than two (2)consecutive years. This restriction for the term of office does not apply to the office of theSecretary when such position is held by the Chief Executive Officer.If the term of office as Chair is completed prior to the Directors’ maximum term as a BoardDirector, the Director shall not be precluded from remaining as a Director and serve to amaximum 7-year tenure.The Vice Chair will be elected by the Board of Directors on the recommendation of theGovernance Committee for two one year terms. If the Vice-Chair is elected for a second termhe/she is normally be expected to be elected as Chair. This would therefore normally result in afour year commitment to complete these Board officer positions.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-A-6ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:POSITION DESCRIPTION FOR BOARD STANDINGAND AD HOC COMMITTEE CHAIRRole StatementA Committee Chair, working collaboratively with the Chair of the Board and with the assignedmanagement support, provides leadership to the committee. He/she ensures that the terms ofreference of the committee are followed. He/she effectively manages issues to promoteeffective dialogue.ResponsibilitiesAgendas. Establish agendas in collaboration with executive staff, usually in a pre-meeting, andpreside over meetings of the committee.Work Plan. With the assistance of executive staff support, develop a work plan for thecommittee which is aligned with and responsive to the Board work plan.Leadership/Facilitation. Effectively lead/facilitate each committee meeting in a manner thatencourages thoughtful participation and promotes understanding of complex issues. Ensure afair discussion, especially when differences and conflicting opinions arise.Expertise. Serve as a leader within the Board on the matters addressed in the committee’sterms of reference.Experience. Experience in and understanding of governance including the roles andresponsibilities of the Board and individual Directors and the difference between governanceand management.Effectiveness and Evaluation. A Committee Chair participates in the evaluation of theperformance of the Committee as a whole and of their performance as Chair.Advise Board Chair. Liaise with the Board Chair on key issues and recommendations from theCommittee to be included in the Board agenda.Report to the Board. After each committee meeting, with the assistance of staff support,prepare a report and where appropriate recommendations for consideration by the Board ofDirectors. Review draft meeting minutes.Mentorship. Serve as a mentor to committee members and develop a succession plan for theChair. Evaluate Governor members as possible future Board members.

SUBJECT:Policy # V-A-6Position Description for Board Standingand Ad Hoc Committee ChairPage 2 of 2Skills, Attributes and ExperienceA Committee Chair will demonstrate the following personal qualities, skills and experience:• All of the personal attributes required of a Director;• Interest and experience related to the work of the committee;• Ability to chair a meeting such that decisions are made in a manner that is respectful andefficient;• Willingness and ability to commit time to the responsibilities of the Committee Chair.TermA Committee Chair shall be elected by the Board of Directors on the recommendation of theGovernance Committee annually for a maximum of two one year terms.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-0ISSUE DATE: April 2010REVISION DATES: September 2011REVIEW DATE: August 2011PAGE: 1 of 3SUBJECT:PROCESS FOR NOMINATION OF DIRECTORSArticle 4 of the Bylaws outlines the nomination for Directors to ensure a systematic, transparent,accountable and fair process is in place by which the Board of Directors, with the advice andassistance of the Governance Committee and the Nominations Sub-committee, will recommenda slate of candidates for approval by the voting Members of the Corporation at the annualmeeting.RoleThe Nominations Sub-Committee supports the Board of Directors in fulfilling its responsibilitiesto recruit Directors who are skilled, experienced and able to provide leadership to KGH. TheNominations Sub-Committee also supports the Board of Directors in the annual process toapprove non-Director members of Board Standing Committees.Reporting RelationshipTo the Board of Directors with respect to the nomination of Directors and to the GovernanceCommittee with respect to the nomination of non-Director members of Board StandingCommittees.ResponsibilitiesThe Nominations Sub-Committee shall:1. be bound by the Guidelines for the Selection of Directors, as amended by the Boardfrom time to time;2. recommend annually to the Board of Directors individuals to fill vacancies on the Boardof Directors as a result of a systematic and transparent nominations process as outlinedbelow;3. recommend at least annually to the Governance Committee potential candidates to fillnon-Director positions on Board Standing and Ad Hoc Committees.The Nominations Process for Elected Directors:The Nomination Process sets out a systematic, transparent, accountable and fair process bywhich the Board of Directors with the advice and assistance of the Governance Committee andthe Nominations Sub-Committee, will recommend a slate of candidates for approval by theVoting members of the Corporation at the Annual General Meeting.

SUBJECT:Policy # V-B-0Process for Nomination of DirectorsPage 2 of 21. Each year, at least five (5) months before the Annual General Meeting, the Board ofDirectors shall:(a)(b)request the Governance Committee to determine the number of vacancies in the officeof Directors and shall include in this number incumbent Directors who are eligible for reelection.The Governance Committee shall then, using the Guidelines for the Selectionof Directors, review the Board profile of skills and expertise of incumbent Directors andidentify the specific skills and expertise, which are required to fill vacancies. Where anincumbent director is seeking re-election, in addition to the foregoing criteria, theGovernance Committee shall take into consideration that individual’s self-evaluation oftheir own performance as a Board member, their history as a Board member and thecontribution that they have made to KGH;appoint a Nominations Sub-Committee of the Governance Committee to undertake asystematic and transparent process of recruitment for nomination of potential candidatesbased on the Guidelines for Selection of Directors and current Board profile as compiledby the Governance Committee.2. The Nominations Sub-Committee shall:(a)(b)(c)(d)(e)(f)(g)review the vacancies and specific skills and expertise which are required on the Board ofDirectors and non-Director positions on Board Standing Committees as identified by theGovernance Committee;advertise vacancies on the Board of Directors in the regional daily and weekly papersand on the KGH website, including a summary of the responsibilities as a Director andthe Guidelines for Selection of Directors. Where an incumbent director is seeking reelection,that fact shall be stated in the advertisement;advertise vacancies in non-Director positions on Board Standing Committees forexternal members;invite formal applications by interested individuals on a standard form to be provided byKGH, which shall be submitted to the Secretary of KGH and forwarded to the Chair ofthe Nominations Sub-Committee for review. Applicants who do not meet the basicqualifications set out in section 4.03 of the by-laws shall be advised of their ineligibility toserve as directors;identify a short-list of candidates for interview evaluation by the Nominations Sub-Committee and interview and confirm the process to evaluate the short-listed candidatesin accordance with the criteria for the selection of directors;obtain and check references for the candidates selected for nomination as Directors andnon-Director members of Board Standing Committees;recommend to the Board of Directors a slate of candidates for Director equal to thenumber of vacancies for approval by the Board of Directors and for subsequentratification by the Voting members of the Corporation at the Annual General Meeting.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:PROCESS FOR SELECTION OF BOARD OFFICERSThis Policy is intended to supplement By-Law Article 5 related to Board Officers. In the event ofconflict between this Policy and the By-Law, the By-Law provision(s) will apply.The selection process for Board Officers will be a systematic, transparent, accountable and fairprocess.The Governance Committee is responsible for ongoing succession planning for leadership onthe Board and the recommendation of a slate of Officers including Board Chair and Vice-Chair.Under normal circumstances, the by-law provides for succession from the position of Vice-Chairto Chair. Therefore, under normal circumstances, the Governance Committee process forselection of Board officers is focused on the position of Vice-Chair.Selection Process:1. The following process will be followed by the Governance Committee:2. No later than four months prior to the completion of the second one-year term of theincumbent Vice-Chair, the Governance Committee will canvass the Directors of theBoard of Directors for expressions of interest in being considered for the position of Vice-Chair or nomination of another Director, based on the position description andqualifications for Vice-Chair and Board Chair.3. Based on the information received from Directors, the Governance Committee willdevelop an inventory of candidates for Vice-Chair.4. The Governance Committee Chair will interview potential candidates, having regard forthe position description and qualifications for Board Chair and Vice Chair and the resultsof their Director evaluations.5. In the event that members of the Governance Committee are also seeking election asVice-Chair, the Committee will pursue one of the following processes:(i)(ii)request the Nominations Sub-Committee to conduct the selection process andmake recommendations to the Board of Directors; ORexclude potential candidates from Committee deliberations in relation to thisposition.

SUBJECT:Policy # V-B-1Process for Selection of Board OfficersPage 2 of 25. Where there are multiple candidates for the position of Vice-Chair, the GovernanceCommittee will:(i)(ii)provide a list of the candidates to the Board of Directors for a vote by secretballot at the first meeting of the Board following each Annual General Meeting;ORcanvass the Board of Directors on the perceived strengths and weaknesses ofthe potential candidates and agree on a nominee to recommend for election bythe Board of Directors at the first meeting of the Board following the AnnualGeneral Meeting.6. No later than four months prior to the completion of the initial one year term of the Vice-Chair, the Governance Committee will confirm with the Vice-Chair that he/she wishes tobe elected for a second one year term and canvass the Board of Directors to confirmtheir support for the Vice-Chair to be elected for a second one-year term on theunderstanding that he/she would subsequently be elected by the Board of Directors tothe position of Chair.7. In the event that the Vice-Chair does not wish to/have the support of the Board ofDirectors to be elected for a second one year term, the Governance Committee willinitiate the process for selection of a Vice-Chair outlined above. In this event, the newVice-Chair would serve a one year term, prior to standing for election as Chair.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-2ISSUE DATE: April 2010REVISION DATES: September 2011REVIEW DATE: August 2011PAGE: 1 of 1SUBJECT:PROCESS FOR NOMINATION OF CHAIR, DIRECTORS ANDNON-DIRECTOR MEMBERS OF BOARD STANDINGCOMMITTEESThe nominations process for the Director and Non-Director Members of Board StandingCommittees will be a systematic, transparent, accountable and fair process.All Directors of the Board will be expected to serve on at least one Board Committee. The BoardChair will be an ex-officio member of every Board Committee. Each Standing Committee willinclude at least three other elected Directors.Guidelines for the Assignment of Directors to Standing and Ad Hoc CommitteesAnnually, as part of the nominations process for Directors, the Governance Committee willcanvass each Director to obtain expressions of interest in specific Standing and Ad HocCommittee assignments for the coming year including interest in assuming responsibilities asCommittee Chairs.In nominating specific Directors for assignment to Standing Committees, the GovernanceCommittee will have regard for:i) preferences of Directors;ii) balance of skills and expertise;iii) prior experience in relation to matters before the Committee;iv) the expectation that each Director serve on at least three Board StandingCommittees over the course of their service as a Director;v) other criteria as determined by the Board.Guidelines for the Assignment of Non-Directors to Standing and Ad Hoc CommitteesGovernance Committee will review the skill requirements for non-Director positions on the boardstanding committees annually.Governance Committee will provide the Nominating Sub-committee with required profiles forrecruitment.Nominations Process:The Nominations Process is outlined in the Terms of Reference for the Nominations Sub-Committee (Policy V-A-2).

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-3ISSUE DATE: June 2012REVISION DATES:REVIEW DATE:PAGE: 1 of 1SUBJECT:BOARD ORIENTATIONArticle 4.11(l) of the By-law provides that each Director is expected to participate in an initialorientation process.New Directors are legally responsible to carry out their duties from the day they are elected orappointed to the Board of Directors. New Directors must be oriented to Kingston GeneralHospital, current health care issues and their role as a Director.The Board of Directors delegates responsibility to the Governance Committee for orientation ofnew Directors. The Chair of each Board Committee is expected to take an active role in theorientation process, specifically with respect to the mandate and Terms of Reference of theCommittee for which he/she chairs.Orientation will take place in a timely manner as soon as possible after the appointment of aDirector and will include:i) Orientation to Kingston General Hospital as an Academic Health Sciences Centrewithin the context of the Southeast LHIN and regional health system and overview ofBoard and individual Director governance roles and responsibilities includingcompletion of an annual declaration and checklist to be filed in the CEO’s office.ii) Reference Manual: Content will include: the KGH By-law; the KGH-Queen’sUniversity Affiliation Agreement ; Board of Directors Policies; key information onKingston General Hospital, the Southeast LHIN, health service provider partners andthe Ministry of Health and Long-Term Care. The manual will be reviewed annually.iii) Mentoring: Each new Director may be paired with a mentor on the Board. Thementor will attend orientation sessions with the new Director, sit with them at Boardmeetings, ask if the information presented was clear, and answer any questions theymay have about the meeting.iv) Internal and External Resources: Additional resources and expertise may be madeavailable to support the orientation program e.g. Kingston General Hospital staff topresent and provide an introduction to issues in their area; external speakers;attendance at Hospital sponsored events etc.Participants will evaluate the orientation program on completion.A Board manual including all orientation materials, the KGH By-law and Board of DirectorsPolicies will be maintained by the Board Secretary.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-3ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:BOARD ORIENTATIONArticle 4.11(l) of the By-law provides that each Director is expected to participate in an initialorientation process.New Directors are legally responsible to carry out their duties from the day they are elected orappointed to the Board of Directors. New Directors must be oriented to Kingston GeneralHospital, current health care issues and their role as a Director.The Board of Directors delegates responsibility to the Governance Committee for orientation ofnew Directors. The Chair of each Board Committee is expected to take an active role in theorientation process, specifically with respect to the mandate and Terms of Reference of theCommittee for which he/she chairs.Orientation will take place in a timely manner as soon as possible after the appointment of aDirector and will include:i) Orientation to Kingston General Hospital as an Academic Health Sciences Centrewithin the context of the Southeast LHIN and regional health system and overview ofBoard and individual Director governance roles and responsibilities.ii) Reference Manual: Content will include: the KGH By-law; the KGH-Queen’sUniversity Affiliation Agreement ; Board of Directors Policies; key information onKingston General Hospital, the Southeast LHIN, health service provider partners andthe Ministry of Health and Long-Term Care. The manual will be reviewed annually.iii) Mentoring: Each new Director may be paired with a mentor on the Board. Thementor will attend orientation sessions with the new Director, sit with them at Boardmeetings, ask if the information presented was clear, and answer any questions theymay have about the meeting.iv) Internal and External Resources: Additional resources and expertise may be madeavailable to support the orientation program e.g. Kingston General Hospital staff topresent and provide an introduction to issues in their area; external speakers;attendance at Hospital sponsored events etc.Participants will evaluate the orientation program on completion.A Board manual including all orientation materials, the KGH By-law and Board of DirectorsPolicies will be maintained by the Board Secretary.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-4ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:ONGOING BOARD OF DIRECTOR EDUCATIONArticle 4.11(l) of the By-law provides that a Director is expected to participate in ongoing Boardeducation events within the Hospital and is encouraged to undertake external educationalopportunities relating to Board roles and responsibilities.The Board of Directors recognizes that the continuing education of its Directors is an importantrequirement of effective governance; it is essential that Board Directors be fully informed withrespect to the background and context of the issues they are called upon to address. A firmcommitment to continuing education is the responsibility of each Director and a factor to beconsidered in the election or re-election of a Director of the Board.An ongoing Board education program will be established each year that is consistent with thegoals and objectives of the Board for that year. It is expected that each Board Director willparticipate in the ongoing education process. It is standard practice at KGH to obtain priorapproval to attendance an education session/program. Such approvals will be coordinatedthrough the CEO’s office.Components of the ongoing education process may include:i) Assessment of Development Needs: Board Directors will be asked annually toidentify their development needs. Mechanisms to identify those needs may include:survey of Board Directors; feedback on previous education sessions; diagnosticquestionnaires; feedback from Board Directors’ self-evaluations.ii)iii)iv)Presentations at Board Meeting: The Governance Committee, in consultation withthe Chief Executive Officer, will develop an annual program of information/educationpresentations which may be included as part of the Board’s regular meetings orpresented at scheduled times as the Board may direct.Ontario Hospital Association sponsored Education Sessions and Programs:Directors of the Board of Directors are encouraged to participate in educationalopportunities offered by the Ontario Hospital Association. Reasonable expenses ofattending and/or participating in such events may be reimbursed according toestablished policy.Other Relevant Education Programs: Directors may attend relevant educationalprograms sponsored by organizations other than Kingston General Hospital with theprior written approval of the Board Chair. Reasonable expenses of attending and/orparticipating in such approved programs will be reimbursed according to theestablished policy.

SUBJECT: Ongoing Board of Director EducationPolicy # V-B-4Page 2 of 2vi) Knowledge Transfer/Reporting: Directors are required to report back at theappropriate Board committee meeting to share information/best practice processesacquired at educational sessions.v) Annual Board Retreat: An annual Board Retreat should be scheduled. At eachretreat, the Strategic Plan will be reviewed to ensure that progress is being madetoward its achievement. Additionally, the retreat should focus on other relevant areaswithin the Board Roles and Responsibilities, reflecting the Board’s annual work plan.The retreat should be conducted at a reasonable cost, and with clear deliverables.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-5ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:BOARD GOALS AND WORK PLANOn an annual basis, the Board of Directors will establish goals for the Board consistent with theKGH Mission and Vision, the Strategic Plan and key issues which are a priority for the Board inthe coming year. The Board goals will be reflected in the direction for the Board Standing andAd Hoc Committees and the Board work plan. The Board will review its progress toward theachievement of the annual Board goals on a quarterly basis.The Board will also establish an annual work plan for the Board which addresses the followingkey areas of Board Roles and Responsibilities:• Establish Strategic Direction• Provide for Excellent Leadership and Management• Monitor Quality and Effectiveness• Ensure Financial and Organizational Viability• Ensure Board Effectiveness• Build and Maintain Positive RelationshipsThe Board will evaluate its success in the achievement of its work plan as part of the annualBoard evaluation process and at the meeting of the Board of Directors prior to the AnnualMeeting.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-6ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:BOARD MEETINGSThis policy supplements Article 7 of the By-law on meetings of the Board of Directors.Open Board MeetingsThe public, hospital staff and media are welcome to observe the open portion of the Board’smeeting to:• Facilitate the conduct of the Board’s business in an open and transparent manner;• Ensure the Hospital maintains a close relationships with: the public, media, andstakeholder groups• Generate trust, openness and accountability.The open part of Board meetings will be held at times generally recognized as convenient forthe public to attend. Notice of the times and dates of such meetings will be provided annually tothe public on the hospital website.Recording devices, videotaping and photography are prohibited except for discretionary use bythe Recording Secretary for the purposes of taking minutes of the meeting.In-Camera Board MeetingsThe Board of Directors has the right to close to the public, hospital staff and media, anymeeting or part of a meeting if the Board deems an in-camera session to be necessary toprotect the interests of the public or a person. Matters that may generally be dealt with in an incamerasession include, but are not limited to:• Matters involving property;• Matters involving litigation;• Material contracts;• Human resources issues;• Professional staff appointments, re-appointments and credentialing issues;• Patient issues; and• Any matters that the Board determines should be subject of a closed session.A Board motion is required to move into, and to rise from, an in-camera session.During an in-camera session, all persons who are not Board Members with the exception of theChief Executive Officer will be excluded from the meeting; provided, however, Hospitalpersonnel and others may be permitted to attend all or a portion of the In-Camera session uponthe invitation of the Board as advised by the Chief Executive Officer.

SUBJECT:Policy # V-B-6Board MeetingsPage 2 of 2All Hospital personnel including the Chief Executive Officer and the Chief of Staff will beexcluded during discussion regarding the Performance Evaluation of the Chief Executive Officerand the Chief of Staff; however, the results of such discussion will be communicated to theChief Executive Officer and the Chief of Staff immediately thereafter.All matters brought before an in-camera session remain confidential until they are moved by theBoard to an open session; the Board will pass a motion with respect to those items that are tobe moved to an open session.A separate agenda will be prepared for in-camera sessions indicating the items to beconsidered during the session. The agenda and any supporting materials will be clearly markedconfidential and will be handled and secured in a manner that respects the nature of thematerial.Informal Sessions of Elected DirectorsAt the conclusion of each Board meeting or at the call of the Chair, an informal session of theelected Directors may be conducted without the presence of the ex-officio Directors.The informal session will conducted in two parts: initially with the presence of the CEO andsubsequently with the presence of the elected Directors only.The purpose of the informal session is to enable the elected Directors to assess theeffectiveness of the meeting; the quality of information to support informed policy formulation,decision-making and monitoring by the Board and the performance of the CEO and seniorleadership team in contributing to the effectiveness of the meeting.Any matters pertaining to specific meeting agenda items or all other aspects of the Board’s rolesand responsibilities must not be discussed in such a meeting. No decisions will be made and nominutes will be prepared. Following the informal session, the Board Chair will discuss mattersarising, as appropriate, with the Chief Executive Officer.Delegations and PresentationsMembers of the public may not address the Board or ask questions of the Board without thepermission of the Chair. Individuals who wish to address or raise questions with the Board mustcontact the Board Secretary, in writing, at least 24 hours in advance of the meeting and indicatethe topic to be addressed.The Board Chair and the Chief Executive Officer will assess and prioritize the requests. Writtenconfirmation of attendance, if approved, will be provided to the individual or group making therequest. The Board Chair has the sole authority to confirm or deny the request.Any one delegation or presentation will be limited to a maximum of ten minutes unlessotherwise agreed by the Board Chair and Chief Executive Officer.Board Standing and Ad Hoc Committee MeetingsBoard committee meetings shall be closed unless a motion is made to open the meeting to thepublic. However, Board Committee reports and recommendations to the Board of Directors willbe made in the open Board meeting with the exception of those matters which are defined as “incamera” in the Board policy on in-camera Board meetings.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-7ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:BOARD AND INDIVIDUAL DIRECTION AND NON-DIRECTOR EVALUATIONArticle 4.11(m) of the By-law requires that a Director participates in the evaluation of theperformance of the Board as a whole and of their own performance as a Director. The scope ofthe evaluation will include an assessment of the effectiveness of the Board as a whole in fulfillingits roles and responsibilities and of the processes and structure of the Board and its committees.It will also include an assessment of the performance of individual Directors in fulfilling theirresponsibilities.The purpose of evaluation is to:i) Ensure continuous improvement of the Board, Committees and individual Directorsand non-Directors;ii) Obtain input for succession planning for the Board and Board Officers and reappointmentsof Directors and non-Directors;iii) Obtain input to guide the nomination of directors and non-Directors to serve anadditional term, in accordance with Article 4.02(a)(i);iv) Identify Directors’ and non-Directors’ education and development needs; andv) Provide an opportunity to provide feedback on effectiveness of Board and Committeemeetings.The Governance Committee will establish the annual process for evaluation of the Board andIndividual Directors based on the “Roles and Responsibilities of the Board of Directors” and the“Roles and Responsibilities of an Individual Elected and Ex-Officio Directors” as outlined in theBy-Law (Article 4.10 and 4.11). The Governance Committee in coordination with CommitteeChairs will establish a similar process for evaluation of Committee and Committee members (toinclude non-Directors). Respondent anonymity will be respected; survey respondents will not berequired to identify themselves.External resources may be used as appropriate to ensure an effective process.The Governance Committee will provide a summary report of the evaluation of the Board as awhole to the Board of Directors including key issues to be addressed to ensure continuousimprovement of the Board, as a whole.The Governance Committee will develop a process to engage the Board Chair, GovernanceCommittee Chair and Committee Chairs in providing feedback to individual Directors andcommittee members on their performance.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-8ISSUE DATE: April 2010REVISION DATES: May 2011REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:REIMBURSEMENT OF DIRECTOR & NON-DIRECTOREXPENSESMembers of the Board of Directors and non-Director (external members) will be fairly andreasonably compensated for out-of-pocket expenses incurred while traveling on approvedKingston General Hospital Board-related business. The CEO and/or Board Chair are requiredto pre-approve all travel requests.1. Directors/non-Directors will be reimbursed for expenses associated with attendance atBoard meetings, committee meetings, and general and annual Membership meetings inaccordance with this Policy.2. Directors/non-Directors are encouraged to attend meetings, conferences, andeducational events as reasonably required to properly discharge their duties.Directors/non-Directors will be authorized to attend meetings, conferences andeducational events based on the annual Board work plan for ongoing education and willbe reimbursed for expenses associated with these events according to this policy.3. A Director/non-Director who live in excess of 100 kms from Kingston General Hospital(round trip) will be paid the same mileage rate as paid to those employees of KingstonGeneral Hospital and will be paid for all distances necessarily traveled to dischargehis/her duties calculated from the Director’s home location.. If the individual travels byrental car, train or plane, a receipt is required and the actual rental fee, train fare orplane fare will be reimbursed. An attempt should be made to use the most economicalmeans of travel with due regard for convenience which includes car-pooling.4. A Director will be reimbursed for his/her registration costs unless the registration fee hasbeen paid in advance by Kingston General Hospital or another entity. In order to obtainreimbursement for registration fees, a receipt is required.5. A Director attending a meeting, convention or seminar will be reimbursed for allreasonable expenses while traveling to and from the event and during the event inkeeping with KGH’s administrative travel policy for employees. In order to obtainreimbursement for registration fees, receipts are required.6. A Director may be asked by Kingston General Hospital to be a Board member of anotherprovincial organization. That Director may, upon Board approval, be reimbursed forexpenses incurred in attending meetings of that Board in accordance with this Articleproviding the expenses are not covered by the provincial association.

SUBJECT:Policy # V-B-8Reimbursement of Director & Non-Director ExpensesPage 2 of 27. From time to time, the Board Chair or his/her designate may be required to meet withrepresentatives of Provincial ministries or other organizations to discuss matters relatingto Kingston General Hospital. When this occasion arises, the Board Chair, or his/herdesignate is entitled to reimbursement of reasonable costs associated with travel,accommodation and meals.8. In no case will reimbursement of expenses pursuant to this policy include reimbursementfor entertainment services, or personal services such as massage or aesthetic services.9. Directors are insured under the Hospital’s Travel Accident Policy for accidental deathand dismemberment in the principal sum of $250,000 while travelling on Hospitalbusiness. The cost of any additional trip insurance is not reimbursable.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-9ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:REVIEW OF BOARD POLICIESIn keeping with best practices in governance, the Governance Committee will annually reviewKingston General Hospital’s Board Policies for relevance, and to ensure compliance with By-Laws and applicable legislation, and will make recommendations to the Board for revisions asrequired.The Board Secretary will be responsible for ensuring that all Board policies are reviewedannually and revised consistent with Board approval.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBoard EffectivenessArticle B: Governance ProcessGovernanceNUMBER: V-B-10ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:REMOVAL OF A DIRECTORIn addition to the provisions in the Article 4.05 of the By-law, the following will guide the process forremoval of a Director.Under extreme circumstances and in highly unusual situations, it may become necessary toremove a Director from the Board of Directors.Reasons for removing a Director may relate to any of the following:i) breach of confidentiality, for all matters dealt with in camera or issues not discussed atthe public meeting;ii) failure to meet obligatory procedures in the disclosure of interest;iii) failure to fulfill the fiduciary duties of a Director of the corporation;iv) failure to comply with the attendance policy for Directors’ meetings; andv) inappropriate or lack of participation and contribution to effective discussion and Boarddecision making.The Governance Committee is responsible for recommending the removal of a Director, to theBoard of Directors based on the foregoing reasons. Prior to making a recommendation to theBoard, the Governance Committee will follow the following procedures:i) directors will be treated fairly and with respect;ii) the Director in question will be given proper notification of the applicable reason forremoval;iii) the Director will be given the opportunity to respond (for example, attendance canimprove, conflict of interest can be examined and questions of conduct can bereviewed);iv) the Director should be clearly notified of the final consideration and action of the Board.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-1ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:RELATIONSHIPS WITH MINISTRY OF HEALTH ANDLONG-TERM CARE AND THE LOCAL HEALTHINTEGRATION NETWORKArticle 4.10 (f) (i) and (ii) of the By-law provide for the Board of Directors to build and maintainpositive relationships with the Ministry of Health and Long Term Care and other governmentMinistries and the Southeast Local Health Integration Network.A strong and positive relationship between Kingston General Hospital and the Ministry of Healthand Long-Term Care, the Local Health Integration Network, and other government ministries (asrequired) is essential. The timely exchange of information and consultation is a critical elementof these relationships.Reflecting the Board’s accountability for community engagement and needs assessment, theHospital will communicate with the Local Health Integration Network and the Minister and/orMinistry of Health and Long-Term Care about the needs of the Hospital’s communities and theresources required to meet those needs.As required, the Board will provide written reports or presentations to the Local HealthIntegration Network on the Hospital’s Strategic Plan and the priorities and pressures facing theHospital.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-2ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 2SUBJECT:BOARD COMMITMENT TO HEALTH SERVICESINTEGRATION WITH OTHER HEALTH SERVICEPROVIDERSArticle 4.10 (f) (iii) of the By-law provides for the Board of Directors to build and maintainpositive relationships with partner hospitals, the community care access centre and other healthservice provider organizations within the Southeast LHIN to integrate patient care and establishpositive working relationships.The Board of Directors recognizes that it is important to nurture relationships, developpartnerships and collaborate with: government; other provincial organizations and networks; theLocal Health Integration Networks; local, regional, and provincial health service providers; andnon-health service partners to:• Support the activities of the Local Health Integration Network in implementing theLHIN’s Integrated Health Services Plan;• Further the Hospital’s Strategic Planning;• Promote accessibility to the health care service system;• Promote a smooth transition for patients and their families through the continuum ofcare; and• Identify, address and promote opportunities for integration and collaboration.Under Article 24 of the Local Health System Integration Act, the Board of Directors commits thehospital to build relationships and collaborate with the South East Local Health IntegrationNetwork (SE LHIN), other health service providers and the community to identify opportunitiesto integrate the services of the local health system for the purpose of providing appropriate,coordinated, effective and efficient services.The Board, with the support of the CEO, will:i) be fully informed of the principles of health system integration, the hospital’s rightsand obligations under the Act and the LHIN’s integrated health service plan,ii) designate a Director(s) of the Board to collaborate with the SE LHIN and participateon behalf of the Board in LHIN governance forums with health service providers andreport back to the Board,iii) annually review the hospital’s strategic plan and revise it as necessary to ensure itaddresses the integration requirements of the Act and respects key serviceintegration principles and objectives pursued by the SE LHIN,iv) provide direction to the CEO on the Board’s expectations concerning the integrationplanning process and reflect this understanding in the CEO’s annual performanceplan,

SUBJECT:Policy #VI-2Board Commitment to Health ServicesIntegration with Other Health ServiceProvidersPage 2 of 2v) provide direction to the CEO on the Board’s expectations concerning the integrationplanning process and reflect this understanding in the CEO’s annual performanceplan,vi) annually consider and, if appropriate, approve specific voluntary integrationinitiatives, for consideration by the SE LHIN, as recommended by the CEO toadvance the implementation of the strategic plan,vii) establish a mechanism for dialogue with other health service provider board(s) andother persons and entities as required related to specific types of integrationinitiatives, andviii) periodically monitor the performance of approved voluntary integration initiativesagainst defined indicators.The Board delegates responsibility to the CEO to:i) provide for Board education concerning the Act and the SE LHIN’s integrated healthservice plan,ii) provide regular updates on SE LHIN integration policy and activities,iii) prepare an annual review and update of the strategic plan in relation to the SE LHINintegrated health service plan and other voluntary integration initiatives,iv) include specific performance objectives in his/her annual performance planconcerning collaborating with the SE LHIN, other health service providers (or otherpersons and entities) and the community toward the integration of services,v) collaborate with staff of related health service providers and the SE LHIN to identifyopportunities to integrate the services of the local health system for the purpose ofproviding appropriate, coordinated, effective and efficient services and inform theBoard of these activities,vi) recommend specific voluntary integration initiatives for consideration and approval bythe Board,vii) identify performance indicators to monitor specific voluntary integration initiatives,andviii) report to the Board periodically on the performance and outcomes of specificvoluntary integration initiatives.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-3ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:SUPPORT AND RELATIONSHIP WITH KINGSTONGENERAL HOSPITAL FOUNDATION ANDUNIVERSITY HOSPITALS KINGSTON FOUNDATIONA strong and positive relationship between the Kingston General Hospital, the Kingston GeneralHospital Foundation and the University Hospitals Kingston Foundation is essential at severallevels:1. The Board of Directors will support the Foundations in their endeavours. The Board willbe represented at the Foundation events when requested by the Foundations.2. The President of the Kingston General Hospital Foundation will be an ex-officio Directorof the Hospital Board. (By-Law Article 4.02(b).3. Individual Directors are expected to support the Foundations, and are encouraged tocontribute financially to the Foundations in their fundraising efforts.4. Regular communications will be essential and achieved through a number ofmechanisms:(i) the KGH Foundation President will be invited to make a presentation to the KGHBoard of Directors semi-annually on their activities on behalf of the hospital;(ii) the KGH Board Chair and CEO will meet and consult at least semi-annually withtheir counterparts in the KGH Foundation and UHKF Foundation on strategicdirections and priorities to ensure alignment of interests. The KGH Board Chairwill report to the KGH Board on the conclusions and recommendations of thesemeetings; and(iii) the Hospital CEO will serve on the Boards of both UHKF and the KGHFoundation as per their by-laws and report to the KGH Board on activities ofboth.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsResearch and EducationNUMBER: VI-4ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:AFFILIATION AGREEMENT WITH QUEEN’SUNIVERSITYArticle 4.10 (f) (iv) of the By-law provides for the Board of Directors to build and maintainpositive relationships with Queen’s University.The Board must approve the Affiliation Agreement between the Hospital and Queen’s Universityand the Board Chair and Chief Executive Officer (CEO) are required to sign the agreement.The Board will provide two (2) representatives to the Liaison Committee as stipulated in theagreement as required and report on issues arising to the Research and Education Committee.The Research and Education Committee will do a status review of the agreement on an annualbasis as part of its work plan.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-5ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:COMMUNICATIONSArticle 4.10 (f) (vi) of the By-law provides for the Board of Directors to build and maintainpositive relationships with the Corporation’s stakeholders through and policy and plan foreffective communications.The Board will ensure that the CEO puts an effective communications and stakeholdersrelations plan in place and will review this with the Board on an annual basis.The Board Chair is the spokesperson on behalf of the Hospital for matters related to Boardgovernance. The Chief Executive Officer (CEO) is the spokesperson on behalf of the Hospitalfor all hospital matters. The CEO and Board Chair will mutually determine their respective rolesas may be required from time to time. No Board Director will be a spokesperson for the Boardunless specifically delegated by the Board Chair.The Board will ensure information on the hospital website is posted including:i) The membership of the Board of Directorsii) The nominations process for Board Directors and non-Director members of BoardStanding and Ad Hoc Committees;iii) The hospital By-law;iv) Board Standing and Ad Hoc committees, including terms of reference andmembership;Mechanisms for regular communication to the public on the activities of the Board may includebut are not limited to:• posting on the hospital website minutes/summaries of the open meetings of theBoard of Directors;• an annual report to the Governors Advisory Council and the community on theactivities of the hospital; and• periodic articles in the local media on matters of interest to the communities servedby the hospital.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-6ISSUE DATE: April 2010REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 1SUBJECT:CONTRIBUTIONSThe Kingston General Hospital will not make direct contributions to political campaigns or to anyelected official.With the approval of the Board Chair, the Hospital may purchase tickets to events for aprovincial political party, where the presence of the hospital management or the Board isdeemed to be appropriate.

ISSUED BY:AUTHORIZED BY:CATEGORY:COMMITTEE:KGH Board of DirectorsKGH Board of DirectorsBuild & Maintain Positive RelationshipsGovernanceNUMBER: VI-7ISSUE DATE: April 2009REVISION DATES:REVIEW DATE: April 2011PAGE: 1 of 3SUBJECT:NAMING OF KINGSTON GENERAL HOSPITALASSETSPreambleThe mission of Kingston General Hospital is fulfilled, in part, by the support it receives from society,volunteers and financial donors. The hospital welcomes the opportunity to recognize such supportthrough the naming of buildings, facilities, programs and other components of its operation.The philanthropic services and programs provided to the hospital are the responsibility of theKingston General Hospital Foundation and are delivered by the University Hospitals KingstonFoundation.This policy sets out guidelines for the granting of the honour of naming hospital assets for bothphilanthropic and other distinguished support. It sets out a consistent approach to the naming ofFacilities, Major Equipment, Programs and Research/Academic positions entrusted to and operatedby Kingston General Hospital and referred to herein as “assets”.Decisions regarding naming of assets shall be informed by this policy and the “Considerations forNaming Assets” (Appendix A) as well as the Common Core Donor Recognition and NamingGuidelines approved by the General Members of University Hospital Kingston Foundation.DefinitionsAssets: The term “Assets” includes and is limited to, Facilities, Programs, Major Equipment 1 andResearch/Academic Positions, each of which is defined as follows:Facilities: The term “Facilities” includes, but is not limited to, all buildings, internal building spaces,exterior grounds, landscaping materials and finishes.Major Equipment: The term “Major Equipment” includes, but is not limited to single items with a unitvalue of $100,000 or more.Programs: The term “Programs” includes, but is not limited to, all programs, services and areas ofcare to patients.Research/Academic Positions: The term “Research/Academic Positions” include, but is not limitedto, lead research positions, chairs, department heads, etc.1 Major equipment is defined as equipment valued at $100,000 +

SUBJECT:Policy #VI-7Naming of KGH AssetsPage 2 of 3AuthorityThe Board of Directors of Kingston General Hospital exercises the sole approval authority fornaming – in honour of philanthropic gifts or distinguished service - any assets entrusted to the hospitalsubject to applicable federal and/or provincial laws. The Board may delegate to the CEO authority toapprove naming of assets carrying a naming value of under $100,000. In such cases the CEO shallreport these to the Board at the next regular meeting. The CEO shall use his/her discretion in placingbefore the board any namings in this category that may be considered sensitive or controversial.Policy Statement1. Kingston General Hospital retains the sole right to name its assets and will name assets only asit deems appropriate.2. In the process of naming assets, Kingston General Hospital shall consider factors which mayaffect the hospital’s reputation and reserves the right to withdraw naming rights at its solediscretion3. Naming shall not be bestowed in honour of any individual, group or organization linked tocauses that could compromise health, the mission, vision or values of Kingston GeneralHospital or the well being of its staff, physicians, volunteers or patients it serves.4. Prior to naming an asset, consideration shall be given to its full potential to generate revenueas donor naming opportunity while balancing other benefits and the current philanthropicenvironment.5. Permanent named recognition will be provided only in circumstances where gift size and/orcontribution to the organization are exceptional. When permanent named recognition has beenextended for a gift received, it will be honoured in perpetuity. (This does not negate thehospital’s authority as noted under item 2.) In the event of changed circumstances, e.g. afacility no longer exists or has been radically renovated, the hospital reserves the right todetermine the form which the permanence will take.6. Kingston General Hospital will not name minor items that are replaced on a regular orscheduled basis such as minor equipment, furnishings or individual trees/shrubs.7. Only in exceptional circumstances will assets be named to honour outstanding service ofmembers of staff, the Board of Directors of the hospital, the foundations, any elected orappointed official concerned with the functions or control of the Corporation so long as theirofficial relationship continues. However, such individuals making philanthropic donationsremain eligible for naming recognition.8. For safety reasons, such as denoting the location of emergency codes, where naming rightsbestowed to donors are not permanent, the hospital will continue to use an appropriatepermanent wayfinding system to reference the specific geographic area.

SUBJECT:Policy #VI-7Naming of KGH AssetsPage 3 of 39. The hospital reserves the right to decide on the nature of physical displays which mayaccompany named recognition while recognizing the value of donor or honouree input.10. No name will be approved that will imply the hospital’s endorsement of a partisan political orideological position or of a commercial product. This does not preclude naming with the nameof an individual or company that manufactures or distributes commercial products.11. Provisions in this policy that refer to naming for a benefactor also in general apply to naming fora third party at the wish of a benefactor.12. The proposed name of an asset shall comply with the Corporate Policies and Procedures ofKingston General Hospital and with all applicable federal and provincial laws.Procedure1. Kingston General Hospital, shall, as appropriate, entertain proposals from and in consultationwith the community, University Hospitals Kingston Foundation and Kingston General HospitalFoundation, medical staff, management and staff, major corporate partners and other interestgroups.2. Recommendations are to be directed to the Chair of the Board of the hospital and should beaddressed in the care of the President and Chief Executive Officer.3. At the discretion of the Board Chair and President and Chief Executive Officer a group will beselected or delegated to review naming proposals according to this policy.4. The Office of the Chair of the Board of Directors shall keep a permanent record of all approvednaming of hospital assets.

Appendix ANamed Recognition - KGH Assets PolicyConsiderations for Naming AssetsPreambleProposals for the naming of Kingston General Hospital assets will be evaluated and approved on anindividual basis in accordance with the following criteria. These criteria, as approved by the Board ofDirectors, will be modified from time to time as the Board deems appropriate.1. In general the name selected should not:- conflict with the clinical nature of the asset;- conflict with the asset’s role in the community; and- conflict with the dominant views of the community.2. Where buildings/spaces change their essential purpose, a name change may be in order. This changeshould occur using the process herein described.3. There should be a widespread level of support for the proposed name. In addition, it should meet thestandard of Kingston General Hospital and community acceptability as perceived by the Board ofDirectors.4. If the naming is associated with a gift or donation, the Board of Directors shall ensure that anyestablished financial criteria are met and that an appropriate gift agreement is in place, and the initialpledge received, prior to announcing or bestowing the name. The board must exercise due diligence inensuring the donor’s good intentions to meet the full obligation, and may wish to place a higherrequirement for pledge payment if deemed appropriate.5. Donor naming opportunities for external and internal facilities will generally be offered for a specificduration. The following considerations should be taken into account in determining the appropriateduration for a naming opportunity: the visibility and profile of the named space; the frequency with whichmajor capital upgrades will be required (necessitating additional fundraising); the likelihood of additionalfunders having an interest in the naming opportunity in future; the potential impact of renaming on thenational and international profile of specific clinical or research programs; the costs associated withrenaming.6. Generally speaking, the duration of a donor naming will be associated with the level of the gift. Forexample, gifts made at a higher level (e.g. 50 per cent of cost) will be offered naming opportunities of alonger duration. Gifts at the minimum level ( e.g. 30 per cent of cost) will be for a minimum duration.7. In certain, extraordinary circumstances, the hospital board may approve a permanent namingopportunity.8. For the most part, the name being proposed must not be identical to that of another comparable asset inthe region. Where appropriate, a name search should be conducted. Name choices may also need to bedouble-checked against other criteria, such as the profane expression of other languages or culturalgroups in the region.

9. Where the proposed name is to honour an individual or individuals, the name(s) may be of a person(s)living or deceased, and the following facts should be considered:a. The degree of involvement of that person with the facility, wing, space or item being named.There should be clear evidence that the person has made an exceptional and significantcontribution to the essential purpose of the corporation/asset;b. A background check of the person should be conducted to ensure that the proposal will meetcurrent standards of propriety; andc. The designated or proposed honouree or, if that person is deceased or no longer able, his/herfamily or legal representative should be approached regarding acceptance of the honour.10. Where a name change is being considered:a. Due consideration is to be given to the familiarity and acceptability of existing names.b. A search of any record of incorporation or miscellaneous filing, deed, trust or bequestassociated with the name or land, should be carried out for restrictions regarding the presentname (e.g. was the bequest, deed or trust contingent upon the use of the specific name; andc. An estimate of the cost to change the name should be put forward. Such an estimate shouldinclude the cost of new signage and other expenses such as replacing print materials, websites,recognition pieces, etc.