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