Board Policy CA-140: Duties of the Chairperson of the Board of Directors

Effective date: 2019-06-18

Policy

General provisions

The Chairperson must be appointed by the Minister from among the voting Board of Directors (the "Board") members.

  1. The role of the Chairperson of the Board is to chair the Board meetings and manage the Board’s affairs in accordance with the applicable legislation and regulations as well as with the Board’s governance policies; the Chairperson must ensure that the Board is well-structured, operates effectively, and fulfills its obligations and responsibilities.
  2. The Chairperson fulfills the fiduciary obligations of a Board member.
  3. The Chairperson of the Board also chairs the Executive Committee.
  4. The Chairperson of the Board builds and maintains a sound working relationship with the President and Chief Executive Officer (the “CEO”) and maintains effective relationships with the relevant Minister, other government representatives, and key partners.
  5. The Chairperson of the Board is an ex officio voting member of all Board standing committees.
  6. The Chairperson may also perform any other duties determined by the Board.
  7. The Chairperson of the Board presents a summary of the Health Authority’s activities at each annual general meeting.

Duties and responsibilities

Working with management

The Chairperson of the Board is responsible for:

  1. Advising the CEO and acting as a sounding board, especially in helping the CEO review strategies, define issues, maintain accountability, and build relationships;
  2. Representing the Network;
  3. Ensuring that the CEO is aware of the concerns of the Government, the Board, and other partners;
  4. Directing the Board in reviewing and assessing the CEO’s performance, ensuring the CEO’s accountability, and ensuring that the CEO institutes succession and continuing education plans for the Leadership Team;
  5. Working closely with the CEO to ensure that management’s strategies, plans, and performance are appropriately represented to the Board;
  6. Acting as the primary spokesperson for the Board;
  7. Fostering a constructive and harmonious relationship between the Board and the Leadership Team.

Management of the Board of Directors

The Chairperson of the Board is responsible for:

  1. Ensuring that the Board members are aware of their responsibilities and obligations in relation to the Health Authority, Government, and other partners;
  2. Chairing Board meetings and ensuring that the relevant issues are addressed;
  3. Determining the frequency of Board meetings;
  4. Assisting the Governance and Nomination Committee in developing Board director selection criteria and compiling a list of potential candidates to be recommended to the Government for appointment as directors and in communicating with the Government about these criteria;
  5. Maintaining liaison and communication with all Board members and committee chairs in order to coordinate input from the members and maximize the effectiveness of the Board of Directors and its committees;
  6. Providing assistance and coordinating the agendas, information packages, and relevant events for Board meetings in conjunction with the CEO and the Executive Assistant to the Board. Reviewing minutes and signing agreements;
  7. Ensuring that Board members understand, consider, oversee, and approve the Network’s major projects in a timely manner;
  8. Ensuring that the Board receives appropriate and regular updates from the CEO on all issues important to the welfare and future of the Network;
  9. Building consensus and developing teamwork within the Board;
  10. Examining Board members’ conflict of interest issues;
  11. In collaboration with the CEO, ensuring that information requested of the Board by members or committees is provided in a diligent manner and meets their needs;
  12. Ensuring that regular evaluations are conducted of the Board, Chairperson of the Board, committees, and Board members.

Relations with the Government and other stakeholders

The Chairperson of the Board acts as the primary link between the Board, the Minister and Department, and other government agencies.