Board Policy CA-120: Board of Directors and Governance Structure

Effective date: 2019-06-18


General provisions

The Board of Directors (the “Board”) is responsible for the strategic direction taken by Vitalité Health Network (the “Network”) and, through the President and Chief Executive Officer (the “CEO”), for ensuring that the appropriate management processes are implemented to achieve this strategic direction.

This policy provides a summary of the governance structure and refers the reader to the specific policies set by the Board.

Size of the Board of Directors

The Board is made up of 15 voting members, 7 of whom are appointed by the Minister and 8 of whom are elected by the population, as well as 3 non-voting members, namely the CEO, Chairperson of the Professional Advisory Committee, and Chairperson of the Medical Advisory Committee.

Terms of Board of Directors members

  1. The Board of Directors members appointed by the Minister serve at the Minister’s discretion for a four-year renewable term.

The members elected to the Board assume their duties at the first Board meeting following the day of their election. They remain in their positions until the day that a successor assumes said duties.

Duties of Board of Directors members and instructions to committees

  1. The Duties of the Chairperson of the Board of Directors (CA–140), Vice-Chairperson (CA–150), Treasurer (CA–160), President and Chief Executive Officer (CA–180), the Duties and Obligations of Members of the Board of Directors (CA–135), and the instructions for Board of Directors Committees (CA– 300) are in place to guide the Board in the fulfillment of its terms of reference.
  2. The Governance and Nomination Committee ensures that the duties and instructions mentioned are subject to an annual review and proposes changes where necessary for approval by the Board of Directors.

Key responsibilities of the Board of Directors

  1. The Minister appoints the CEO, who holds his or her position at the Minister’s discretion, and is accountable to the Board for the Network’s general management and the conduct of its internal affairs.
  2. The Board, through the Chairperson of the Board as well as the Governance and Nomination Committee, must ensure that the CEO’s annual performance appraisal is performed and that a CEO succession plan is in place in cases where the CEO is unable to act.

Role of the Board

  1. The members supervise the management of the Regional Health Authority’s activities and affairs:
    1. Planning. Supervise the development and application of strategic, financial,  and operational plans, including annual objectives;
    2. Risk management. Identify, manage, and monitor possibilities and the risks to  the Regional Health Authority and ensure that appropriate systems are  implemented to manage these risks;
    3. Policy. Approve, modify, and monitor compliance with all important policies  governing the Regional Health Authority’s activities;
    4. Execution. Regularly evaluate the progress made toward achieving the  objectives set out in strategic and activity plans;
    5. Finance. Approve financial reports and major financial decisions;
    6. Reporting. Ensure that financial results are represented fairly and in  compliance with generally accepted accounting principles. Ensure that the  Regional Health Authority’s social and financial performance is communicated  to the government appropriately, both on a regular and as-needed basis;
    7. Communications. Ensure that the Board maintains open and transparent communication with staff and members of the medical staff, in accordance with the By-Laws, so that patients receive the best possible care and services. Ensure that the Regional Health Authority communicates effectively with the government, its caregivers, and the general public and provides its caregivers with effective means of making comments and communicating with leadership team and the Board.
  2. The Board is not limited to solely relying on the expertise of its members or managers when making decisions.  It may, as needed, call on the advice of experts for help in making informed decisions.

Role of the members

  1. Under public law, a member must show a level of diligence and competence that a reasonably prudent person would show under similar circumstances.  This standard depends on the specific characteristics that a member brings to his or her position with respect to the problems handled by the Board.
  2. A member must be present at all Board meetings, in their entirety, and devote the time and attention needed to make informed decisions on the issues handled.
  3. A member must participate in the Board’s deliberations and discussions in a frank and unreserved manner.
  4. A member must be present at committees created by the Board to study areas of major responsibility in greater detail.
  5. A member must offer strategic advice and support to the CEO, who is appointed by the Minister and responsible for providing the Regional Health Authority’s daily leadership and management.  A member must understand the difference between governance and management and must not infringe upon areas for which the CEO or employees are responsible.
  6. A member must ensure that the Regional Health Authority is managed correctly and in compliance with the applicable law.
  7. A member must participate in monitoring and evaluating the success achieved by the Regional Health Authority and CEO.

Knowledge of members

  1. A member must understand the Regional Health Authority’s activities as well as its governance structure and strategic direction.
  2. A member must understand health care issues and the role that the Regional Health Authority plays within the provincial health care system.
  3. A member must understand the Regional Health Authority’s regulatory, legal, social, and political environment.
  4. A member must participate in the orientation sessions and continuing education programs offered.
  5. A member must arrive prepared for Board meetings, having read in advance all the necessary reports and documents.

Members’ position of confidence

  1. A member must act honestly, in good faith, and in the best interests of the Regional Health Authority and the Province of New Brunswick and show high ethical standards.
  2. A member must show judgment, openness to others’ opinions, and the ability to interact constructively and appropriately with colleagues and staff.  A member must be confident enough to make difficult decisions for the good of the province and be willing to make such decisions.
  3. Although a member is elected or appointed in order to contribute his or her knowledge or expertise to Board deliberations, the Regional Health Authority’s fundamental interests must take precedence at all times.  A member must not act in the specific interests of a region or group within the Regional Health Authority.
  4. A member must not act for the purposes of personal profit.  He or she must disclose to the Board any personal interest in the matters at hand.
  5. A member must maintain compliance with the confidentiality requirements set by the Board.
  6. When the Board has made a decision, the member must support it.

Board of Directors committees

Board of Directors committees are mechanisms allowing a more in-depth examination of the primary areas for which the Board of Directors is responsible. Their role is to support the Board in the execution of its responsibilities.The Board committees include the: 1) Executive Committee; 2) Finance and Audit Committee; 3) Client Service, Quality Management and Safety Committee; 4) Governance and Nomination Committee; 5) Strategic Research and Training Committee.

For transparency purposes and to keep all Board of Directors members informed about the work being carried out by the committees, meeting documents, including agendas, are made available to all Board of Directors members at the same time they are made available to the committee members.

Meetings and meeting agendas of Board of Directors committees

  1. Normally, Board committees meet a few weeks before regular Board of Directors meetings.
  2. Each committee submits an activity report to the Board after each of its meetings.
  3. The Chairperson of each committee, in consultation with the designated Vice-President, prepares the agenda for each meeting of the committee.
  4. The agenda and related documents are distributed at least one week before the meeting.
  5. Board of Directors members may add items before agendas are distributed to the members. Unless all the committee members agree, no item may be added to a meeting agenda.
  6. The code Morin serves as the deliberative assembly guide.

Special committees

Special committees are committees that are established for a specific period of time to perform specific tasks and that are disbanded once their terms of reference have been fulfilled.

Board of Directors meetings and agendas

  1. The Board meets at least four times per year.
  2. The Board may also hold special meetings at the request of the Chairperson or, in his or her absence, the Vice-Chairperson or at the written request of three Board members (indicating the topics to be addressed).
  3. The Chairperson of the Board, in consultation with the CEO as Board Secretary, drafts the agenda for each Board meeting.
  4. In the case of regular and in camera Board meetings, the agenda and related documents are distributed at least one week before the meeting. Unless all Board members agree, no item may be added to a meeting agenda.
  5. Board of Directors members may add items before agendas are distributed to the members.
  6. The Board may use a consent agenda for items such as the adoption of minutes and related follow-up at meetings of the Board and its committees.
  7. The code Morin serves as the deliberative assembly guide.

Public meetings of the Board of Directors

  1. The Board meetings are open to the public.
  2. The Board may hold a meeting or portion of a meeting in camera if it deems that the meeting or portion of meeting could disclose specific information on an identifiable individual, disclose information on risk management or patient care issues, undermine security measures instituted by the Network, or compromise the Network’s efficiency in fulfilling its duties and responsibilities.

Meetings of the Board of Directors without the senior management team being present

  1. The practices creating opportunities to build relationships, confidence, and cohesion among the Board members play an essential role in allowing the Board to develop an understanding of its role. One of these practices consists of holding regular meetings without the leadership team being present, normally at a predetermined time in the Board’s regular meeting schedule and at another time without the CEO being present.
  2. Such meetings can be used to comment on the Board’s processes, including the quality and nature of the information supplied to the Board, or to address topics that some Board members may find more difficult to address with leadership team members being present. They may also provide an opportunity for the members to discuss items where the members’ performance could be improved.
  3. When any concern is raised about the leadership team or CEO, the Chairperson of the Board must communicate this to the CEO promptly and directly.

Relations between the Board of Directors and senior management team

  1. The Board members may share their concerns or questions about the leadership team’s performance with the Chairperson of the Board or the CEO.
  2. The Board members must respect the organizational management structure and must avoid in any way infringing upon the management of operations.

Orientation of new Board of Directors members and continuing education

  1. The Governance and Nomination Committee and the CEO share responsibility for ensuring that an orientation program is in place for new Board members and that the Board members receive continuing education where necessary.
  2. New Board members will be provided with an orientation and training program that includes written information on the Board members’ responsibilities and obligations and on the Board's activities and operations, minutes of recent Board meetings, and opportunities to meet and hold discussions with the Network’s leadership team.
  3. The orientation program for each new member will be tailored to the member’s needs and specific areas of interest.
  4. Each Board meeting will include an educational component that must focus on the changes occurring within the Network’s environment and on important issues.

Evaluation of the Board of Directors’ performance

The Governance and Nomination Committee is responsible for ensuring that an annual process takes place evaluating the performance of the Board, its committees, and its members and includes the possibility of identifying means of improving this performance.

External advisors to the Board of Directors members and committees

A Board committee or member may occasionally need the services of a consultant or advisor to help in fulfilling assigned areas of responsibility.  A Board committee or member who wishes to hire an external advisor at the Network’s expense must obtain prior authorization from the Chairperson of the Board, normally in consultation with the CEO, who will look after contracting the services in question.

Revision of the Board of Directors terms of reference

The Board must review its terms of reference annually and submit these to the Governance and Nomination Committee for verification to ensure that the terms of reference comply with the legislation, regulations, and good governance principles applying to public organizations.