1. Purpose
The primary and major purpose of the Board is to govern the organization. Consequently, the ultimate responsibility for making governance policy and for deciding what the organization will seek to accomplish (what will be different for the clients, members, community because of the work done by the organization) belongs to the Board. It is the Board as a whole, and not individual directors, staff or volunteers that set direction and set policy. However, when the Board and Chief Executive Officer are working as partners, the Chief Executive Officer will play an influential role in shaping direction and governance policy.
The eight essential elements of governing are:
- Determine the organization’s mission and purpose.
- Set the risk tolerance for the organization.
- Select, appoint review the Chief Executive Officer.
- Ensure effective planning and adequate resources.
- Ensure legal and ethical integrity.
- Implement policies and Board reporting mechanisms.
- Represent and protect the interest of broader stakeholder groups.
- Provide oversight of organizational performance, safety and quality.
- A primary responsibility of the Board of Directors (the “Board”) is to foster the long-term success of the organization consistent with the Board’s responsibilities to those it serves.
- The Board has the responsibility to oversee the conduct of the business of the organization and to guide and direct management, which is responsible for the day-to-day conduct of business. In performing its functions, the Board also considers the legitimate interests which others such as members, employees, business organizations have in the organization.
2. Procedures & Organization
- The Board operates by delegating to management, certain authorities, including
spending authorizations, exercising financial oversight and decision-making powers
related to governance and operations, strategic planning, and establishing mission, vision
and values. - The Board retains the responsibility for managing its own affairs including:
- Selecting the Chair, Vice-Chair, and the Treasurer.
- Nominating candidates for election to the Board.
- Providing guidance to the Nominating Committee regarding the criteria they should consider in making their recommendations to the Board.
- Constituting committees of the Board.
- Subject to the By-laws of the organization the Board may constitute, seek the advice of, and delegate duties and responsibilities to committees of the Board.
- The board and the directors participate in a review and self-evaluation process, conducted on an annual basis, to assess and improve the effectiveness of the board governance to create a greater benefit.
3. Duties & Responsibilities
Selection of Management
3.1 The Board has the responsibility:
Monitoring and Acting
3.2 The Board has the responsibility:
- To appoint and replace the Chief Executive Officer (CEO); monitor their performance and approve the CEO’s compensation. Provide recommendation to the CEO for the execution of their duties.
- To ensure that plans are made for management succession and development.
- To monitor the organization’s progress towards its goals, and to revise and alter its direction through management considering changing circumstances, ensuring quality care and safety and standards are achieved.
- To oversee the budget i.e. variances analysis and any expenditures that deviate materially from the approve budget.
- To identify the principal risks of the organization’s business and take all reasonable steps to ensure the implementation of appropriate systems to manage these risks; and
Strategy Determination
3.3 The Board has the responsibility:
- To review, with management, the mission of the organization, its objectives and goals, and the strategies by which it proposes to reach those goals.
- To review progress in achieving the goals established in the strategic plans.
Policies and Procedures
3.4 The Board has the responsibility:
- To develop, approve and monitor compliance with all major policies which govern the organization’s operations.
- To direct management to implement systems designed to ensure that the organization always operates within applicable laws and regulations, and to the highest ethical and moral standards.
Compliance Reporting and Corporate Communications
3.5 The Board has the responsibility:
- To ensure that the financial results are reported fairly and in accordance with generally accepted accounting principles.
- To ensure timely reporting of any other developments that have a significant and material effect on the performance of the organization.
- To report annually to its members on the Board’s stewardship for the preceding year.
- To ensure that the organization has in place a process (i.e. website –www.rkmacdonald.ca) to enable the organization to communicate effectively with its members and or those it serves.
4. General Legal Obligations Of The Board Of Directors
4.1 The organization is incorporated under the Municipal Housing Cooperation Act of Nova
Scotia.
4.2 Legislative responsibility to follow Senior and Long-Term Care Program requirements, Occupational Health and Safety Act of Nova Scotia, and Home for Special Care Act of Nova Scotia and Protection for Persons in Care Act of Nova Scotia. The organization is obligated to meet Long Term Care Program Requirements.
4.3 Directors are under a fiduciary duty to the organization to carry out the duties of their office:
Duty of Loyalty:
- To act honestly and in good faith,
- To act in the best interests of the organization; and,
Duty of Care:
- To act with the care, diligence, and skill of a reasonably prudent person.
References:
- KPMG – Board Governance Professional Development – Province of Nova Scotia Department of Seniors and Long-Term Care2. (2024)
- The Governance Group – April 2020-2024