Board policy manual & workplace conduct - Kingston General Hospital

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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
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Board policy manual & workplace conduct - Kingston General Hospital

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