Board policy manual & workplace conduct - Kingston General Hospital

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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.
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Board policy manual & workplace conduct - Kingston General Hospital

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