Framework for Board Governance

-A +A
Type: 
Governance
Document ID: 
POL-GOV-02
Version: 
2.0
Approved By: 
Board
Date Approved: 
11/06/2015
Date Effective: 
02/12/2016
Date Revised: 
01/12/2016

APPENDICES

A    Terms of Reference for Standing Committees    

B    Performance Expectations for Board Members 

C    Board Member Meeting Attendance Protocol

D    Guidelines for Board Members’ Attendance at Grant Review Team Meetings

E    Governance & Leadership Roles & Responsibilities 

 

 

Ontario Trillium Foundation

Framework for Board Governance

The Ontario Trillium Foundation (OTF) is an agency of the Ministry of Tourism, Culture and Sport, and is incorporated without share capital under the laws of Ontario. The Mission of OTF is to build healthy and vibrant communities in Ontario by strengthening the capacity of the voluntary sector, through investments in community-based initiatives.
 
This document outlines the Framework for Board Governance. It is complemented and supported by the Memorandum of Understanding (MOU, September 2009) and the OTF By-laws. Where required, these documents are noted as the source for specific information related to the Framework.

1.  STATEMENT OF BOARD ACCOUNTABILITY

The Board of Directors of the Foundation is appointed by the Government of Ontario, and is accountable to the Government, as defined in the MOU between the Foundation and the Government: “The Foundation is accountable to the Minister and, through the Minister, to the Legislative Assembly in fulfilling its mandate…. The Board, through the Chair, is accountable to the Minister for governing the affairs of the Foundation within its mandate.”
 
In pursuit of its mission and vision, the Foundation is responsive to applicants and grantees, as defined in the MOU and in the Foundation’s published program guidelines, and is also responsive to the broader voluntary sector in Ontario.
 
As an employer and a manager of volunteers, and as an organization incorporated under the Corporations Act, the accountabilities of the Foundation, its Board and senior management are defined by statute. Relevant organizational values are described in the Our Commitments section of the OTF website.

2.  COMMITMENT TO FUNCTION AS A BOARD

All authority is held by the Board as a whole. While individual Board members contribute to the work of the Board, they do not have individual authority to act on behalf the organization or to bind it in any way.  

2.1 The Board will operate under and foster a sense of group responsibility, recognizing that individuals bring to the Board a variety of experiences, knowledge, and skills that enhance its ability to govern. Ongoing professional development of the Board could include support from external experts or advisors. 

2.2 The Board will encourage open expression of opinions and perspectives. Once a decision is made by the Board, the Board will speak publicly with one unified voice, in the best interests of the Foundation.

2.3 Specific responsibilities of the Chair, Vice-Chair, Treasurer, Executive Committee, and the Chairs and Vice-Chairs of OTF standing committees are spelled out in the MOU, the Foundation’s By-laws, this document, and in the Terms of Reference for each committee (Appendix A).  

3.  COMMITMENT TO FUNCTION AS BOARD MEMBERS

Board members will comply with the Foundation’s Code of Conduct and Ethics and Conflict of Interest policies, and with the conflict of interest and other relevant provisions in the Public Service of Ontario Act. These policies include policies on confidentiality and privacy requirements.  
 
It is the responsibility of all Board members to participate actively in the work of the Foundation.  Details of other responsibilities can be found in the document “Performance Expectations for Board Members” in Appendix B.
 
Each Board member will act in a manner that benefits the people of Ontario as a whole and not any sub-group thereof based on factors such as geography, partisan politics, race, creed or gender.

4.  BOARD MEETING PROCEDURES

The Board will meet a minimum of three times per year. As part of those meetings, from time to time the Board will meet in camera. Such in camera discussions would normally be focused on confidential items such as human resource or legal issues.
 
The protocol for Board meeting discussions will follow a set of rules proposed by the Chair and, in the absence of such, the meeting procedures will follow Robert’s Rules of Order.
 
Similar rules will serve as a guide for all Committee meetings and Grant Review Team (GRT) meetings.
 
GRTs and the Council of Chairs do not have governance responsibilities requiring confidential legal or human resources oversight and therefore do not meet in camera.

5.  BOARD SELF-EVALUATION

The Board will conduct an evaluation of the active participation of Board members in the work of the Board at least every two years (as specified in #3 of this Framework – Commitment to Function as Board Members). This process will be guided by the Corporate Governance & Policy Committee and involve the Board as a whole. Newer Board members who have served for less than a year may wish to limit their participation, depending on the nature of the assessment. The CEO or the CEO’s designate will provide staff support to the process.

6.  RESPONSIBILITIES OF THE BOARD

The responsibilities of the Board are set out in the Memorandum of Understanding and elsewhere.  The key responsibilities are as follows:
 
6.1 Relationship with the Ontario Government

  • The Board is responsible for governing the affairs of the Foundation within its mandate as set out in the Letters Patent, Supplementary Letters Patent, the Foundation’s by-laws, the Foundation’s approved business plan, and the policy parameters established and communicated in writing by the Minister.
  • Through the Chair, the Board provides advice on policy matters to the Minister, as well as information and materials when requested.

6.2 Establish Strategic Direction and Performance Expectations

  • The Board establishes policy and strategic directions for the Foundation, consistent with its values and objectives, and within the policy parameters established by the Minister. This includes:
  • Affirming the Foundation’s strategic vision, mission, and values
  • Providing input to and approving the strategic plans and resulting strategies
  • Approving the policy framework and all significant policies within the policy parameters established and communicated by the Minister
  • Submitting for approval to the Minister the proposed multi-year and annual business plans and reports
  • Passing by-laws governing the operations of the Foundation and submitting the by-laws to the Minister for approval

6.3 Risk Management and Monitoring the Performance of the Foundation

  • The overarching obligation of the Board is to ensure that the Foundation’s resources and capacities are deployed in ways that benefit, protect, and advance the Mission of the Foundation.
  • The Board ensures that an appropriate risk management framework and mitigating strategies are in place, with well-defined policies and procedures to monitor and assess risk, and also to comply with legislative and regulatory requirements.
  • The Board approves and monitors the Foundation’s operating and grants program budgets.
  • The Board develops accountability mechanisms for the Grant Review Teams (GRTs) and ensures compliance with them.
  • The Finance & Audit Committee of the Board meets with the external auditors at least once a year, to receive the auditor’s report on financial controls and systems. The Finance & Audit Committee also reviews and advises on internal audit mechanisms.

6.4 Quality Assurance

  • The Board directs the development of an appropriate quality assurance framework for the Foundation.
  • The Board carries out related activities – as set out in the Foundation’s MOU with the Ministry – which include:
  • Ensuring compliance with government directives and relevant Ministry policies and procedures
  • Establishing performance measures and targets for the Foundation
  • Directing corrective action to be taken in response to audits and other reviews if needed

6.5 Communication with Stakeholders

  • The Board identifies its key stakeholders.
  • The Board seeks to understand stakeholder needs, interests, and expectations and uses this understanding to help shape strategy and policy.
  • The Board has identified policies, and reviews plans to communicate effectively and efficiently with its stakeholders.

6.6 Monitor and Ensure Effective Governance

  • The Board is responsible for ensuring that it operates effectively and follows best governance practices, including recognition of the Foundation’s volunteers.
  • The Board oversees adherence to stewardship, fiduciary, and legal responsibilities.
  • The Board provides leadership to the Foundation through the establishment, approval, and monitoring of Board policies that provide broad direction for the CEO, who is responsible for operations of the Foundation consistent with those Board policies.
  • As stated in the Foundation’s by-laws, the Board elects the Chair (following approval of the nominee by the Minister), and the Vice-Chair is appointed by the Minister.  
  • The Board appoints other Board officers and committees for specific terms, as required by statute, by the MOU, and/or as decided by the Board from time to time.

6.7 Hiring and Monitoring Performance of the CEO

  • The Board is responsible for recruitment, hiring, employment, and compensation of the CEO.  
  • The Board is responsible for developing performance objectives with the CEO, and reviewing the performance of the CEO at least annually, in relation to the objectives.

6.8 Board Role in the Grant Review and Monitoring Process

  • Grant applications are recommended by Grant Review Teams for approval or decline by the Board. The CEO is responsible for providing the Board with an Investment Summary Report following each round of granting. This report, which requires approval by the Board, addresses budget and policy compliance, priorities, trends, and exceptions (if any) at a high level, and includes two lists:  recommended approvals and recommended declines.  
  • Board members are encouraged to participate in at least one Grant Review Team meeting per year. Guidelines around attendance at Grant Review Team meetings have been developed (Appendix D). As well, as set out in the by-laws, members of the Board meet at least annually with the Chairs of Grant Review Teams.
  • During the grant monitoring process, the decision to rescind a grant, where there is a reputational risk to the Foundation, is approved by the Board or can be delegated to the Executive Committee, depending on the timing

6.9 Board Role in the Grant Review Team Appointment Process

The Foundation, under the direction of the Board, works with the Minister to establish efficient and effective processes for the recruitment, appointment, recognition, and retention of Grant Review Team members.
 
6.10 Board Role in the Oversight of OTF’s Operating Plan
At each Board meeting the CEO presents to the Board a progress report on activities in the Operating Plan. Any items or issues that emerge from this report are directed by the Board to a specific Committee or task group.

7.  COMMITTEES OF THE BOARD

Board Standing Committees and Grant Review Teams support and advance the work of the Board.  From time to time, the Board will create special Ad Hoc Committees, which have specific responsibilities and are time-limited. 
 
The Board controls and coordinates its committees as follows:
  

  • The Board appoints Committee Chairs and Vice-Chairs on the recommendation of the Chair and Vice-Chair of the Board, in consultation with the Chair of the Corporate Governance & Policy Committee. Committee members are appointed by the Board on the recommendation of the Corporate Governance & Policy Committee. Ordinarily these appointments take effect at the first Fall meeting of each Committee, but the timing may be altered to meet the needs of the organization. 
  • The Board approves Committee Terms of Reference.
  • As with all Board members, the Chair and Vice-Chair may each serve on Board Committees, as fully participating and voting members.  
  • All Board members are invited to attend, as observers, committee meetings of which they are not members, with the exception of the Executive Committee. Attendance at Executive Committee meetings is at the invitation of the Chair.
  • The Chair of the Committee is responsible for calling meetings, managing the agenda, reporting to the Board, and attending Executive Committee meetings. The Vice-Chair of the Committee acts for the Chair as required.
  • Regarding succession of Chairs and Vice-Chairs of standing committees, typically Chairs serve their committee for two years. Vice-Chairs may succeed the Chairs, depending on the needs of the organization.
  • The Terms of Reference for certain Committees may allow for the inclusion of GRT members or people external to the Foundation as members. While they may serve as members of these Committees, only OTF Board members are eligible to serve as Committee Chairs and Vice-Chairs.

The following are the Standing Committees of the Board:  Executive, Corporate Governance & Policy, Finance & Audit, GRT Liaison, and Provincial Programs.

8.  DELEGATION OF AUTHORITY

The Board holds all authority and responsibility for the organization. As described in the MOU, the Board delegates to the CEO, within a well-defined policy and risk management framework, the authority to manage and supervise the business and operations of the organization. This includes making all decisions regarding the organization’s operations that are not specifically reserved to the Board. From time to time, the Board may determine what, if any, executive limitations may be required in the exercise of the authority delegated to management.
 
Specific delegations of authority include:
  

  • The Board, in whole and at the Executive Committee, reserves the role of approving grant rescinds where there is a reputational risk and delegates the approval of other rescinds as follows:
    • The Vice Presidents of Community Investments and Provincial Programs are responsible for approving rescinds where there is a low reputational risk and the value to be rescinded and/or recovered is up to and including $100,000.
    • The CEO is responsible for approving rescinds where there is a low reputational risk and the value to be rescinded and/or recovered is above $100,000.
  • The Board delegates to the CEO and Chair the joint authority to review and discretion to approve exceptions to OTF investment policies on a case-by-case basis, where strong rationale for considering an exception to an OTF policy has been provided.
  • Decisions to access the Foundation’s reserves in the amount of $500,000 or less are delegated to the CEO and the Executive Committee; amounts in excess of $500,000 are subject to Board approval.
  • The Board reserves policy decisions related to legislated and mandated requirements, eligibility, governance and due diligence, and decisions related to strategic-level policies and frameworks. The Board delegates to the CEO and Senior Leadership team policy decisions that are procedural, internally-focused, or operational, and HR Policies within Board-approved parameters.

The following decisions are reserved for the Board of Directors: All Board decisions as defined in the Corporations Act and the MOU; approval of grantmaking criteria; approval of the Strategic Plan, the Annual Business Plan, and total granting and operating budgets; all decisions to approve or decline grants; and approval of hiring and compensation for the CEO.  
 
The following decisions are reserved for the Members of the Foundation, as defined in the by-laws: the approval of audited financial statements, the appointment of auditors, and the election of Directors and Officers as described in the by-laws.

9.  COMMITMENT TO EFFECTIVE GOVERNANCE - GUIDING PRINCIPLES

9.1 The Board has ultimate legal responsibility for the Foundation, as defined in corporate legislation and in the Foundation’s governing documents. As such, the Board recognizes the important role that effective governance plays in protecting the interests of stakeholders and in creating a dynamic and successful organization.

9.2 The Foundation is committed to achieving high standards of effective and efficient governance, and being a model of good governance in the public benefit sector.

9.3 The Board will operate in ways that are consistent with the values of the Foundation as determined by the Board from time to time. 

9.4 The Board will strive to reach decisions by consensus, but where consensus is not achieved, Board decisions will be formalized by a majority vote. In the event of a tie vote, the Chair of the Board will cast the deciding vote, per Robert’s Rules of Order.

10.  MAINTAINING THIS POLICY AND EVALUATING COMPLIANCE

The Corporate Governance & Policy Committee is responsible for reviewing this policy at least every two years, and for reporting to the Board on the results of its review.
  
Date of Last Revision:  December 2016
  

 

APPENDIX A:

Ontario Trillium Foundation Terms of Reference for Standing Committees

 
Executive Committee

Purpose of Committee
 
The Committee’s function is to act as a coordinating body and to act on behalf of the Board of Directors in respect of governance and direction of the affairs of the Foundation between Board meetings.
 
Composition of Committee 

  • The Committee shall include the Chair, Vice-Chair, and Treasurer, and the Chairs of each of the Standing Committees of the Board. On occasion, a member-at-large may be appointed, and the Committee may invite other members of the Board to attend as guests from time to time.
  • The Chair of the Board of Directors shall be Chair of the Executive Committee, and the Secretary of the Board shall act as the Secretary of the Executive Committee.
  • A quorum will consist of a simple majority of Executive Committee members.
  • All Executive Committee members shall be Directors of the Foundation.
  • The CEO will serve as staff resource person to the Committee.

Committee Responsibilities 

  • To coordinate the activities of the Foundation’s standing committees, and to ensure that implementation of Board decisions is proceeding.
  • To act on behalf of the Board of Directors between Board meetings.
  • To act as a crisis management team, including calling emergency Board meetings as required.
  • To ensure all reporting and filing obligations are completed in accordance with the terms of the MOU.
  • To work with the Chair on coordinating Board involvement in the CEO’s objectives and performance evaluation.
  • To bring forward to the Board recommendations for the Chairs and Vice-Chairs of each of the standing committees of the Board.
  • To provide advice and guidance to the Chair and the CEO as required.
  • To provide direction to any ad hoc committee the Board may from time to time choose to appoint for the examination of certain issues. 

Meeting Frequency and Protocols 

  • The Committee will meet at least three times annually, and at the call of the Chair, as required.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  12 hours (includes two hours for each Committee meeting as well as two hours preparation).

Communications & Reporting 

  • Minutes of each meeting will be prepared by staff in consultation with the Chair and circulated to the Board of Directors.
  • At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.
  • The Executive Committee reports to the Board of Directors.

 

Corporate Governanace & Policy Committee

Purpose of Committee
 
The Committee is responsible for:

  1. ​ making recommendations to the Board with respect to corporate accountability and decision-making, including the roles, practices and responsibilities of the Board and the Foundation; and
  2. ensuring the development and monitoring of OTF policies.

 
Composition of Committee
 
• The Committee will consist of at least four Board members, including a Chair and Vice-Chair appointed by the Board.
• A quorum will consist of a simple majority of the Committee members.
• The CEO or the CEO’s designate(s) will serve as staff resource person(s) to the Committee.
 
Committee Responsibilities
 
The Committee’s responsibilities fall into two functional areas:
 
Governance:

 

  • To recommend procedures to monitor compliance and consistency with the policies and procedures mandated by the Foundation’s governing documents, governance best practices, and relevant legislation.
  • To initiate a Board performance assessment process to measure the effectiveness of the Board as a whole.
  • To bring forward to the Board recommendations for membership of each of the standing committees of the Board.

Policies:

  • To recommend to the Board the development, enhancement, or clarification of investment, governance and other corporate policies.
  • To review and make recommendations on the effectiveness of OTF policies and to ensure their consistency with the Foundation’s mission, values, and goals.
  • To provide oversight of all Foundation policies to ensure they are regularly reviewed and updated.

Meeting Frequency and Protocols 

  • The Committee will meet at least three times annually, and at the call of the Chair, as required.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  12 to 15 hours (includes two hours for each Committee meeting as well as two hours preparation).

Communications & Reporting

  • Minutes of each meeting will be prepared by staff in consultation with the Chair.
  • At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.
  • The Corporate Governance & Policy Committee reports to the Board of Directors.

 

Finance & Audit Committee

Purpose of Committee
 
The Committee’s function is to monitor and oversee the use of funds and to develop, propose and monitor policies necessary to ensure sound financial and risk management of the Foundation.
 
Composition of Committee

  • The Committee will consist of at least four Board members, including a Chair and Vice-Chair appointed by the Board.
  • The Treasurer shall serve as Chair of the Committee.
  • A quorum will consist of a simple majority of the Committee members (one of whom must be the Treasurer).
  • The Senior Leadership Team member responsible for Finance will serve as staff resource person to the Committee.

Committee Responsibilities 

  • To monitor all financial matters affecting the operation of the Foundation including the development of the annual operating budget, the review of quarterly financial statements and annual audited financial statements and to bring forward appropriate recommendations relative to the financial affairs of the Foundation.
  • To meet with the external auditors at least once a year to review the audited financial statements and to discuss financial systems and controls at the Foundation.
  • To recommend the appointment of external auditors for the Foundation at each Annual General Meeting.
  • To oversee periodic organization-wide salary reviews, particularly around the annual budgeting process.
  • To oversee the Foundation’s internal audit and risk management activities.
  • To ensure that Foundation investment policies comply with Government guidelines.
  • To monitor and review Foundation banking arrangements and investments.
  • To review the budgets for and financial arrangements with the Grant Review Teams.

Meeting Frequency and Protocols

  • The Committee will meet at least three times annually, and at the call of the Chair, as required.
  • All Board members will be invited to attend any Committee meeting as non-voting participants.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  10.5 hours (includes 1-½ hours for each Committee meeting as well as two hours preparation).

Communications & Reporting 

  • Minutes of each meeting will be prepared by staff in consultation with the Chair.
  • At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.
  • The Finance & Audit Committee reports to the Board of Directors.

 
Grant Review Team Liason Committee

Purpose of Committee
 
The Committee’s function is to provide oversight of local granting through catchment area Grant Review Teams (GRTs) in order to: ensure alignment of the outcomes to the Strategic Framework of the Foundation; review and advise on granting policy to the Corporate Governance & Policy Committee; and identify governance issues for Board consideration with respect to local granting and GRTs. The Committee will monitor and support the work of the Grant Review Teams and the Council of Chairs as required.
 
Composition of Committee

  • The Committee will consist of at least four Board members, including a Chair and Vice-Chair appointed by the Board.
  • A quorum will consist of a simple majority of the Committee members (one of whom must be the Chair or Vice-Chair).
  • The Vice-President, Community Investments will serve as staff resource to the Committee.

Committee Responsibilities

  • To liaise with GRTs and GRT Chairs on a regular basis.
  • To provide feedback and guidance on granting issues and opportunities to all GRTs.
  • To consider policy issues arising from GRT meetings.
  • To review all local granting recommendations to identify trends, opportunities, and issues in relation to Board governance responsibilities.
  • To report granting trends and analysis to the Board at least three times annually.
  • To identify the need for, and provide input on, policies related to granting matters from a governance perspective.
  • To participate in the Council of Chairs meetings.
  • To encourage Board member attendance at GRT meetings as appropriate.

Meeting Frequency and Protocols

  • The Committee will meet at least three times annually in conjunction with the established grant cycles as well as the annual Council of Chairs meeting, and at the call of the Chair, as required.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  30 hours (includes two hours for each Committee meeting as well as two hours preparation; eight hours for participation in one Council of Chairs meeting per year; and eight hours liaison with Grant Review Teams).

Communications & Reporting

  • Minutes of each meeting will be prepared by staff in consultation with the Chair.
  • At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.
  • The GRT Liaison Committee reports to the Board of Directors.
      

Provincial Programs Committee

Purpose of Committee
 
The Committee’s function is to provide oversight of Foundation granting through its Provincial Programs in order to: ensure alignment of the outcomes to the Strategic Framework of the Foundation; review and recommend granting policy to the Board; and identify governance issues for Board consideration with respect to Provincial Programs granting. The Committee will monitor and support the work of the following sub-committees:  Collective Impact, and Youth Opportunities Fund, and others as required.
 
Composition of Committee 

  • The Committee will consist of at least four Board members, including a Chair and Vice-Chair appointed by the Board.
  • The Chair of the Committee will act as Chair of the Collective Impact Committee, and the Vice-Chair as Chair of the Youth Opportunities Fund Committee.
  • A quorum will consist of a simple majority of the Committee members (one of whom must be the Chair or Vice-Chair).
  • The Vice-President, Provincial Programs will serve as staff resource to the Committee. 

Committee Responsibilities

  • To liaise with the Provincial Programs sub-committees on a regular basis.
  • To provide feedback and guidance on granting issues and opportunities to the sub-committees.
  • To consider policy issues arising from meetings of Provincial Programs sub-committees.
  • To review all Provincial Programs granting recommendations to identify trends, opportunities, and issues in relation to Board governance responsibilities.
  • To report granting trends and analysis to the Board at least three times annually.
  • To identify the need for, and provide input on, policies related to granting matters from a governance perspective. 

Meeting Frequency and Protocols

  • The Committee will meet at least three times annually in conjunction with the established grant cycles, and at the call of the Chair, as required.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  16 hours (includes two hours for each Committee meeting as well as two hours preparation.

Communications & Reporting

  • Minutes of each meeting will be prepared by staff in consultation with the Chair.
  • At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.
  • The Provincial Programs Committee reports to the Board of Directors.
      

Council of Chairs

Purpose of Committee
 
The Council of Chairs is formed for the purpose of sharing information, training and development, and providing input to the Agency’s directions. The Chair of the Board (or designate) will call and chair all meetings of the Council of Chairs, which meets at least once a year.
 
Composition of Committee 

  • The Committee shall include the Chair and Vice Chair of the Board, Chair of the GRT Liaison Committee, and all GRT Chairs or their delegates
  • A quorum will consist of a simple majority of members.

Meeting Frequency and Protocols

  • The Council of Chairs will meet at least once annually.
  • The Committee may choose to conduct some of its work through the use of technology, including teleconferencing and e-mail.
  • Estimated annual time commitment for members (not including travel time when required):  6 hours (includes four hours for each meeting and two hours preparation).

Communications & Reporting

  • Minutes of each meeting will be prepared by staff in consultation with the Chair and circulated to the Board of Directors and GRT Chairs. Staff will also prepare a summary of each meeting.
  • The Chair will present a summary of the Council of Chairs to the Board of Directors;  each GRT Chair will present a summary of the Council of Chairs meeting to their GRTs
  • The Council of Chairs reports to the Board of Directors as part of their accountability for GRTs.

 
 
APPENDIX B:  

Ontario Trillium Foundation – Performance Expectations for Board Members

 

AUTHORITY/ RESPONSIBILITY:

The Board has ultimate legal responsibility for the Foundation, and each member of the Board is responsible for the effective governance of the organization, as defined in the Framework for Board Governance.
 
TERM:

Directors are elected by the membership at the Annual General Meeting. Directors ordinarily serve for terms of one, two, or three years, based on their Order in Council appointments, and may be re-elected for two additional terms of up to three years, to a maximum of six years, or as determined by the Lieutenant Governor in Council.
 
In the event that a Board member decides to resign before the end of her/his term, she/he is expected to inform the Chair and the CEO of her/his decision in writing.
 
RELEVANT KNOWLEDGE AND SKILLS:

  • Knowledge and skills in one or more areas of Board governance: policy, finance, and/or programs
  • Community knowledge and volunteer experience
  • Commitment to the mission and work of the Foundation and to its Core Values and Operating Principles
  • Willingness to comply with the Foundation’s Code of Conduct and Ethics, Conflict of Interest, and all other policies
  • Awareness of the Foundation’s granting programs and strategy, and of the communities served by the Foundation
  • Ability to commit to a time requirement of approximately 20 hours per quarter (includes meeting preparation, Board and committee meeting time, but not travel, which will vary)

MAJOR DUTIES:

  • Regularly attends Board and committee meetings and participates actively (see also Board Member Meeting Attendance Protocol)
  • Prepares for meetings and committee work in advance
  • Attends and participates in orientation sessions and other professional development opportunities
  • Helps to foster a positive working relationship with other Board members, and works toward consensus where possible
  • Participates in the biennial process for Board performance assessment initiated by the Corporate Governance & Policy Committee
  • Attends and offers Board representation for a portion of GRT meetings (see also Guidelines for Board Members’ Attendance at Grant Review Team Meetings)
  • Participates in public gatherings, special events and grant announcements as an OTF representative

REVIEW/APPROVAL DATE:

The Corporate Governance & Policy Committee reviews this document regularly, as part of its review of the Framework for Board Governance.

 

 

APPENDIX C:  

Board Member Meeting Attendance Protocol

 

  • It is an expectation that OTF Board members will make best efforts to attend all Board meetings, and all meetings of Board Committees to which they belong.
  • Board members will inform the Chair, or the appropriate staff contact, in advance when they must be absent from a meeting.
  • Unless there are extenuating circumstances:
    • If Board members miss two consecutive Board or Committee meetings, the Board Chair, Committee Chair, or CEO will have a discussion with them regarding their absence, and the likelihood of future attendance.
    • If Board members miss three consecutive Board meetings, they will be informed that the Public Appointments Secretariat will be apprised of their poor attendance record, and the Board Chair will have a discussion with them regarding their desire to remain on the OTF Board​
    • If Board members miss three consecutive Committee meetings, they will be asked whether it might be best to step down from the Committee.
  • This information will be part of each new Board member orientation.

Staff support will be available to any Committee Chair requiring assistance in managing this process.

 

 

APPENDIX D:

Guidelines for Board Members’ Attendance at Grant Review Team Meetings

 

A.  Background
 
Objective
 
The objective of these guidelines is to define the role for Board members’ attendance and participation at Grant Review Team (GRT) meetings.
 
Principles:  Value of Board Members attending GRT meetings
 
Board member attendance at GRT meetings provides the following benefits:

  1. Familiarity with the work of the GRTs facilitates the governance role of the Board, in creating greater understanding of the grant review process, and of issues discussed at the GRT level.
  2. Attendance strengthens communication between the two “volunteer arms” of the Foundation – the Board and the GRTs – and provides the GRT members with Board recognition of their valuable contribution to the Foundation.
  3. GRT members are provided an opportunity to raise questions or issues directly with a member of the Board.

Other Issues considered in formulating these guidelines

  1. Given the overall governance responsibility of the Board, it is not realistic to expect that there can be a presence at every GRT meeting (48 meetings a year).
  2. There is a clear accountability that currently lies with staff to ensure that issues raised by GRTs, for the attention of the Board and/or senior management, are brought forward appropriately.
  3. Board member should not directly influence individual grant discussions at a GRT meeting.

Accountability of Grant Review Teams
Grant Review Teams are accountable to the Board of Directors, and this accountability is exercised through:

  • A GRT Chair sign-off after each round of grant approvals.
  • The Board receiving a summary report of issues arising from each round of GRT meetings, incorporated in the CEO’s Grant Summary Report. This report summarizes issues identified by Board members and senior staff in attendance.
  • An annual meeting between GRT Chairs and representatives of the Board.

B.  Guidelines
 
In keeping with the Board of Directors’ view of its role as a strategic governance/policy Board, it has been agreed that the Board should not have a “monitoring” role at GRT meetings, but rather a “communication and informal liaison” role. This role allows Board members to develop a strong understanding of the major business of the Foundation – grant-making. As well, Board members have an opportunity to observe local community trends and opportunities/challenges.
 
To this end, the following guidelines have been developed:
  

  1. Board members should feel free to engage in discussion about OTF strategic, policy or governance issues.
  2. Regarding individual grant applications under GRT review:
  • Board members should not engage in discussion of individual applications, as this is not the role of the Board.
  • Ideally, any questions or concerns Board members might have should be raised with the Regional Director or Vice-President, Community Investments before the meeting, after receipt of the meeting materials.
  • Board members can assume that applications being discussed at a meeting have undergone due diligence regarding eligibility or policy questions prior to recommendation to the GRT. However, factual questions about interpretation of policies or local priorities – e.g. does OTF fund certain purchases and/or are these a local priority for an individual GRT – may be addressed to staff at the meeting.
  • If Board members have opinions about other aspects of individual grant applications – e.g., concerns about an applicant’s eligibility or reputation – it is recommended that these not be raised at the meeting, for the reasons stated above. The Board member should discuss these outside the meeting, either with the GRT Chair or with staff, or, if necessary, they should immediately discuss any concerns regarding a grant recommendation with the Board Chair or CEO, for further review prior to the Board meeting at which the grant decision will be finalized.
  1. A Board member need not stay for an entire GRT meeting, but could plan his or her attendance mainly around the “information and updates” section of the agenda, rather than the grant review section.
  2. If desired, Board members may provide an update to GRTs on recent developments at the Foundation, and may ask staff for suggestions on such messages in advance of the GRT meeting they will be attending.
  3. Board members attending GRT meetings should ensure that any questions or issues raised at a meeting are directed to the appropriate committee or person within the Foundation.  Formal GRT resolutions addressed to the Board or the CEO will receive a formal written response in a timely manner.
  4. If a Board member is approached by an individual GRT member regarding an issue, the GRT member should be encouraged to raise it with the entire GRT. And then if the GRT agrees, it should approve a motion which can be communicated back to the OTF Board for resolution.
  5. An opportunity will be provided to de-brief regarding a Board member’s observations at a GRT meeting, and these observations and reports will be summarized for the Board, as noted above. OTF senior staff will facilitate the collection of any granting policy issues, for the attention of the Granting Liaison Committee of the Board.
  6. Regarding frequency of Board member attendance:
  • The orientation process for new Board members will include a visit to a GRT meeting during the first year of their term.
  • Board members will also be encouraged to make occasional visits to GRTs, in consultation with the Vice-President, Community Investments, who may also on occasion request that a Board member make a special visit to a GRT where Board input on a decision-making or operational issue might be helpful
  • Travel to a GRT meeting requiring the purchase of airplane tickets or the booking of overnight hotel accommodation should be discussed in advance with the Vice-President, Community Investments.                       ​​         ​

 

APPENDIX E:

Governance and Leadership Roles and Responsibilities
  

Board of Directors *

GOVERN

Responsible for:

  • Accountability to Government
  • Strategic Vision and Plan
  • Stewardship
  • Employment of CEO

 

  • Shape and approve strategic vision and strategic plans and resulting strategies
  • Approve policy framework and all significant policies within the policy parameters established and communicated by the Minister
  • Board Chair and CEO have joint authority to approve exceptions to OTF investment policies
  • Employment and compensation of CEO, performance objectives and evaluation
  • Elects Chair and appoints Treasurer and Secretary, and Chairs and Vice-Chairs of Standing Committees
  • Oversees adherence to fiduciary and legal responsibilities
  • Approves and monitors operating and grants budgets
  • Oversee adherence to risk identification and management
  • Approve grants
  • Approve recommendations to decline applications
  • Approve decisions to rescind grants where there is a reputational risk to the Foundation (may also be approved by Exec Committee)

Oversee GRTs:

  • Set the direction for GRTs through the Foundation’s mission statement, vision statement, strategic and operational plans
  • Develop accountability mechanisms for the GRTs and ensure compliance with them

Through the Chair:

  • Provide the Minister with information, material or advice as requested
  • Ensure that any significant changes in the Foundation’s plans are communicated appropriately to the Minister in sufficient time to have them approved by the appropriate body before implementation
  • Submit for approval by the Minister documents as stipulated in the MOU 

 

Executive Committee

ADVISE

  • Act on behalf of the Board, with all the powers of the Board, between Board meetings
  • Help to shape policies
  • Advise Board, CEO

 

  • Identify and advise on critical strategic issues
  • Critique and fine-tune policies, in context of policy framework and OTF mission, vision, values
  • Recommends Committee Chairs and Vice-Chairs to Board
  • Advises on risk identification and management
  • Approve decisions to grants where there is a reputational risk to the Foundation (may also be approved by Board)

 

Board Committees

RECOMMEND/DEVELOP

  • Assist in development of policies
  • Make recommendations to the Board

 

  • Propose strategies in specific areas of focus
  • Shape policies in specific areas, and make recommendations to the Board 
  • Corporate Governance & Policy Committee recommends Committee members
  • Assists Board with fiduciary responsibilities in specific areas
  • Finance & Audit Committee recommends operating and grants budgets
  • Finance & Audit Committee oversees the Foundation’s internal audit and risk management activities
  • GRT Liaison and Provincial Programs Committees provide oversight of Foundation granting
  • GRT Liaison and Provincial Programs Committees provide oversight of Foundation granting
  • GRT Liaison Committee provides oversight of GRT grant review activities

 

Grant Review Teams

RECOMMEND

  • Recommend application approvals and declines to the Board

 

  • Consulted on strategies in specific areas
  • Consulted on strategies in specific areas
  • Recommend grants to Board
  • Make recommendations to the Board on declined applications
  • Ensure grant and decline recommendations are compatible with program guidelines, reflect local context, and are within the budget allocation

 

Council of Chairs

ADVISE

  • Provide input to the Foundation‘s directions

 

  • Provide input to the Agency’s directions
  • Share information about policy implementation
  • Receives training and development to implement strategy and policy direction with GRTs
  • Share information regarding trends, practices

 

CEO* and Senior Management

LEAD/MANAGE

  • Develop strategic options for Board
  • Manage operations

 

  • Develop, synthesize, propose draft strategic vision, plan and strategies
  • Implement plan
  • Propose draft policies for approval
  • Implement policies
  • Keep the Board informed of implementation of its policy directions
  • Make and implement policy decisions that are procedural, internally-focused, or operational, and HR Policies within Board-approved parameters
  • Board Chair and CEO have joint authority to approve exceptions to OTF investment policies
  • Employment and compensation of professional staff, and performance management
  • CEO acts as Secretary to the Board
  • Implement appropriate fiduciary and legal systems
  • Staff prepare and recommend operating and grants budgets
  • Assist Board with risk identification and management
  • Oversee the day-to-day operations of the Foundation
  • Staff research and recommend grants to GRTs
  • Staff recommend declined applications to GRTs
  • The Vice Presidents of Community Investments and Provincial Programs are responsible for approving rescinds where there is a low reputational risk and the value to be rescinded and/or recovered is up to and including $100,000
  • The CEO is responsible for approving rescinds where there is a low reputational risk and the value to be rescinded and/or recovered is above $100,000.
  • Support GRTs on any information requirements
  • Ensure that the Ministry is provided with such information regarding OTF as the Minister may require or request in order to carry out his or her responsibilities
  • Maintain effective communication with the Deputy Minister
  • Provides leadership, guidance and management to the Foundation staff, including human and financial resources management

 

* Some responsibilities may be delegated

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