Disclosure Guidelines
The Provincial Government expects all Boards within its jurisdiction to govern according to established best practices and to provide full public disclosure of such. The full disclosure requirements are included below.
1. Board Composition and Succession
- The Board is made up of individuals who, collectively, have the required competencies and personal attributes to carry out their responsibilities effectively.
- Unless specified otherwise in the governing legislation, board members are independent from management and have no material interest in the organization.
- The board has a committee that develops director selection criteria and identifies and evaluates potential candidates.
- The board has a competency matrix that is updated annually and when vacancies arise. The competency matrix is used to identify competency “gaps” on the board and direct the search for new candidates.
- The board has a board succession plan to recommend to Government the orderly turnover of directors.
- The board publishes the name, appointment term and a comprehensive biography for each director.
Disclosure Requirements
1.1 The process by which the Board identifies new candidates for recommendation to Government is described in the Notice of Position.
1.2 The Board’s Development Committee identifies and recommends candidates for appointment or reappointment.The process is described in the Notice of Position
2. Board Responsibilities
a) The Board publishes a charter that details its roles and responsibilities and the governance processes used to fulfill them.
Disclosure Requirement
2. The text of the Board’s policies regarding its roles and responsibilities and its governance process is outlined.
3. Committees
a) The board has committees that address the Finance, Governance, Human Resources and Compensation, and Audit functions as well as other committees relevant to board operations.
b) Each board committee has written terms of reference that are available publicly and that outline the committee’s composition and responsibilities.
c) Each committee keeps informed about emerging best practices in corporate governance relevant to its functions.
d) Every board task force and working group established to address board needs has written terms of reference outlining its composition, responsibilities, working procedures and termination date.
Disclosure Requirement
3.1 There is a list of the members of each Board committee.
3.2 There are terms of reference for each Board committee.
3.3 From time to time, the Board will form task forces and working groups. Each of these will have terms of reference, including the termination date.
4. Audit Committee
a) Audit Committee members are financially literate and at least one member has accounting or related financial management expertise.
b) Members of the Audit Committee are independent from the external auditors.
c) The Audit Committee has written terms of reference that set out its roles and responsibilities.
d) The Audit Committee annually reviews its terms of reference and assesses its effectiveness in meeting the needs of the board of directors.
e) The external auditor reports directly to the Audit Committee, not to management.
f) The Audit Committee has an auditor independence policy or reviews and pre-approves all non-audit services to be provided to the organization or its subsidiaries by the external auditor.
g) The Audit Committee periodically reviews the need for an internal audit function.
h) If the organization has an internal audit function:
i) the internal audit group reports functionally to the Audit Committee and administratively to the Chief Executive Officer;
ii) the Audit Committee oversees the work of the internal audit group.
i) The Audit Committee meets from time to time with the external and internal auditors without management present.
j) The Audit Committee reviews any proposed changes to the position of the organization’s chief financial officer.
k) The Audit Committee has the authority to engage independent counsel and other advisors, with prior approval from the board chair.
Disclosure Requirement
4.1 The members of the Finance/Audit Committee are listed.
4.2 The financial expertise of audit committee members is outlined in the committee description.
4.3 The Audit Committee has a terms of reference.
5. The Board Chair
a) The positions of chair and CEO are separate.
b) The board publishes a position description that sets out in detail the responsibilities of the chair.
c) The chair and the responsible Minister communicate regularly to build their working relationship.
Disclosure Requirement
5.1 There is a position description for the Board Chair.
5.2 The Board maintains its working relationship with the responsible Minister by informing the Minister of the College’s plans and accountabilities (three-year Service Plan and Annual Report); regular communication with respect to major issues and accomplishments; participation in any provincial meetings with the Minister requiring Board presence; invitations to the Minister to visit Selkirk College on a regular basis.
6. Individual Directors
a) The board publishes a charter or similar document for directors that details the expectations of individual board members.
b) The board develops and publishes minimum attendance expectations for directors and makes public the directors’ attendance records.
c) As part of public sector transparency, the organization annually discloses the amount of compensation paid to each individual director for the preceding year.
Disclosure Requirement
6.1 The Board has a description of the expectations of individual Board members.
6.2 The of the chair and each director is recorded.
6.3 There is an annual disclosure of the total remuneration paid to the chair and each director for the preceding fiscal year.
7. The Chief Executive Officer or President
a) The board has a job description that sets out in detail the responsibilities of the CEO.
b) The board establishes annual performance expectations for the CEO.
c) The board annually assesses the CEO’s performance against the position description and the performance expectations.
d) The directors regularly meet together without management present.
Disclosure Requirement
7.1 The Board has a position description for the President/CEO.
7.2 There is an annual assessment process for the CEO.
7.3 The Board has a policy on board meetings without management.
8. Corporate Secretary
a) The board has a position description that sets out in detail the responsibilities of the corporate secretary.
Disclosure Requirement
8.1 The CEO is considered the corporate secretary. The responsibilities of the corporate secretary role are described. The CEO may designate these responsibilities appropriately.
9. Code of Conduct and Ethics
a) The board has adopted a Code of Conduct and Ethics that is consistent with the Standards of Ethical Conduct for Public Sector Organizations.
b) The organization publishes its Code of Conduct and Ethics.
Disclosure Requirement
9.1 The Board has adopted a written Code of Conduct and Ethics for directors, officers and employees.
9.2 An interested party can obtain a copy of the Code; and how the board monitors compliance with the code.
9.3 The Code of Conduct and Ethics describes the process whereby directors disclose real or potential conflicts of interest.
9.4 Any waivers for any Code of Conduct and ethics provisions will be disclosed in the Board’s Open Session minutes.
10. Orientation and Professional Development
a) The board has a comprehensive orientation program for new directors.
b) The board has a culture that encourages new directors to participate fully and effectively in board activities as soon as possible.
c) The board provides ongoing educational opportunities for directors to learn about the organization, its sector and its corporate governance practices, and maintains a policy encouraging directors to take advantage of these opportunities.
Disclosure Requirement
10.1 The Board has a Board Orientation Manual and process.
10.2 The board takes responsibility to annually assess and provide for the ongoing educational requirements of its members. This analysis and planning is done at the Board’s annual retreat session.
11. Board, Committee and Director Assessment
a) The board annually assesses its performance and the performance of each of its committees against their respective charters or terms of reference.
b) The board annually assesses the performance of the chair against the chair’s position description.
c) The board annually assesses the performance of individual directors against the directors’ charter of expectations.
Disclosure Requirement
11.1 The Board has an annual assessment of the Chair, individual Governors and the Board as a whole.
12. Communications Strategy
a) An appropriate communications strategy is in place that meets the needs of all stakeholders, employees and Government and reflects a public sector organization’s requirement for transparency and accountability.
b) The board chair is the authorized spokesperson for the board and the CEO is the primary spokesperson for the organization.
Disclosure Requirement
12.1 The Board has a communication policy and practice.
