Board policy manual & workplace conduct - Kingston General Hospital

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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
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Page 16 and 17: SUBJECT:Policy #II-4CEO Compensatio
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Page 20 and 21: SUBJECT:Policy #II-7COS Selection &
Page 40 and 41: KINGSTON GENERAL HOSPITALADMINISTRA
Page 50 and 51: WORKPLACE CONDUCT POLICY # III-12Po
Page 52 and 53: Policy 01-218Appendix CPage 1 of 4P
Page 54 and 55: Receiver Investigation Flow (sectio
Page 58 and 59: SUBJECT:Policy #IV-2Financial Plann
Page 68 and 69: SUBJECT:Policy # V-2Conflict of Int
Page 70 and 71: SUBJECT:Policy # V-A-1Director and
Page 72 and 73: SUBJECT:Policy # V-A-2Board Standin
Page 74 and 75: SUBJECT:Policy # V-A-3Position Desc
Page 80 and 81: SUBJECT:Policy # V-A-6Position Desc
Page 82 and 83: SUBJECT:Policy # V-B-0Process for N
Page 84 and 85: SUBJECT:Policy # V-B-1Process for S
Page 92 and 93: SUBJECT:Policy # V-B-6Board Meeting
Page 100 and 101: SUBJECT:Policy #VI-2Board Commitmen
Page 106 and 107: SUBJECT:Policy #VI-7Naming of KGH A
Page 108 and 109: Appendix ANamed Recognition - KGH A
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Board policy manual & workplace conduct - Kingston General Hospital

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