Board policy manual & workplace conduct - Kingston General Hospital

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