Disclosure Guidelines

The provincial government expects all boards within jurisdiction to govern according to established best practices and to provide full public disclosure of such.
 
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
  • The process for identifying new candidates for recommendation is described in the notice of position.
  • The board’s Development Committee identifies and recommends candidates for appointment or reappointment. The process is described in the notice of position. 
Board responsibilities
  • The board publishes a charter that details its roles and responsibilities, and the governance processes used to fulfill them.
Disclosure Requirements
  • The board’s policies regarding roles, responsibilities and the governance process is outlined.
Committees
  • The board has committees that address finance, governance, human resources, compensation and audit functions as well as other committees relevant to board operations.
  • Each board committee has written terms of reference that are available publicly and that outline the committee’s composition and responsibilities.
  • Each committee keeps informed about relevant emerging best practices in corporate governance.
  • 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 Requirements
  • There is a list of the members of each board committee.
  • There are terms of reference for each board committee.
  • 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.
Audit committee
  • Committee members are financially literate.
  • At least one member has accounting or related financial management expertise.
  • Members of the Audit Committee are independent from the external auditors.
  • The Audit Committee has written terms of reference that set out its roles and responsibilities.
  • The Audit Committee annually reviews its terms of reference and assesses its effectiveness.
  • The external auditor reports directly to the Audit Committee, not to management.
  • 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.
  • The Audit Committee periodically reviews the need for an internal audit function.
  • If the organization has an internal audit function: the internal audit group reports functionally to the Audit Committee and administratively to the chief executive officer, the Audit Committee oversees the work of the internal audit group.
  • The Audit Committee meets from time to time with the external and internal auditors without management present.
  • The Audit Committee reviews any proposed changes to the position of the organization’s chief financial officer.
  • The Audit Committee has the authority to engage independent counsel and other advisors, with prior approval from the board chair.
Disclosure Requirements
Board chair
  • The positions of the chair and CEO are separate.
  • The board publishes a position description that sets out in detail the responsibilities of the chair.
  • The chair and the responsible minister communicate regularly to build their working relationship.
Disclosure Requirements
  • There is a position description for the board chair.
  • The board maintains a working relationship with the responsible minister by informing the minister of the college’s plans and accountabilities (three-year service plan and annual report).
Individual directors
  • The board publishes a charter or similar document for directors that details the expectations of individual board members.
  • The board develops and publishes minimum attendance expectations for directors and makes public the directors’ attendance records.
  • As part of public sector transparency, the organization annually discloses the amount of compensation paid to each individual director for the preceding year.
Disclosure Requirements
Chief executive officer or president
  • The board has a job description that sets out in detail the responsibilities of the CEO.
  • The board establishes annual performance expectations for the CEO.
  • The board annually assesses the CEO’s performance against the position description and the performance expectations.
  • The directors regularly meet together without management present.
Disclosure Requirements
Corporate secretary
  • The board has a position description that sets out in detail the responsibilities of the corporate secretary.
Disclosure Requirements
Code of conduct and ethics
  • The board has adopted a code of conduct and ethics that is consistent with the standards of ethical conduct for public sector organizations.
  • The organization publishes its code of conduct and ethics.
Disclosure Requirements
  • The board has adopted a written code of conduct and ethics for directors, officers and employees.
  • An interested party can obtain a copy of the code and how the board monitors compliance with the code.
  • The code of conduct and ethics describes the process whereby directors disclose real or potential conflicts of interest.
  • Any waivers for any code of conduct and ethics provisions will be disclosed in the board’s open session minutes.
Orientation and professional development
  • The board has a comprehensive orientation program for new directors.
  • The board has a culture that encourages new directors to participate fully and effectively in board activities as soon as possible.
  • 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 Requirements
Board, committee and director assessment
  • The board annually assesses its performance and the performance of each of its committees against their respective charters or terms of reference.
  • The board annually assesses the performance of the chair against the chair’s position description.
  • The board annually assesses the performance of individual directors against the directors’ charter of expectations.
Disclosure Requirements
Communications strategy
  • 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.
  • The board chair is the authorized spokesperson for the board and the CEO is the primary spokesperson for the organization.
Disclosure Requirements