Public Health Ontario. Board of Directors Meeting October 2, Minutes

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1 Members Present Terry Sullivan (Chair) Pierre Richard (Vice-Chair) Tony Dean Items Ken Deane teleconference Janet Hatcher Roberts Robert Kyle Sandra Laclé Warren Law Ronald St. John Carole Weir Catherine Whiting teleconference CMOH Arlene King Items 1-7 Staff Present Vivek Goel George Pasut Donna Marafioti Samir Khalil Hank Gosar (except Item 7) Anne Simard Items 1-4 & 8-13 Stephen D Arcy Item 12 Norm Rees Item 12 Clive Kessel Item 12.2 Colleen Geiger Items Call to Order/Chair s Remarks Public Health Ontario Board of Directors Meeting October 2, 2013 Minutes The Chair called the meeting to order at 9:40 a.m. The Chair reminded the Board members to complete and submit the Board meeting evaluation forms. 2. Approval of Board Minutes IT WAS DULY MOVED by Robert Kyle, SECONDED by Sandra Laclé AND UNANIMOUSLY CARRIED THAT the Minutes of the Board meeting of June 27, 2013 and the ballot of August 16, 2013 be adopted. 1

2 3. Declarations of Conflicts There were no declarations of conflicts. 4. Board Retreat Follow-up Board members provided comments/feedback on the panelists presentations and roundtable discussions with respect to the Strategic Plan Vivek Goel reviewed implementation plans for the five strategic directions including alignment with the Ontario Public Health Sector Strategic Plan (an implementation plan will be developed by March 31, 2014), enhancements to the quarterly balanced scorecard and development of the Annual Business Plan. 5. President s Report Vivek Goel commented on the following topics: 1. Interim Principal Investigator for Ontario Health Study Effective immediately, he will take on this role to provide scientific oversight for this comprehensive population health study (one of four national cohort studies). 2. Balanced Scorecard Report Q1 - This covered the period from April 1, 2013 through June 30, CMOH Report The CMOH report consisted of three parts: Key Achievements, Updates and Emerging Issues. The focus was on the following Key Achievements: Panorama Implementation; Amendments under the Immunization of School Pupils Act; Health Links and Public Health; Emergency Medical Assistance Team (EMAT) Deployment; Emerging Infectious Respiratory Diseases (EIRD) Response; Radiation Health Response; Healthy Kids Strategy; and Tobacco Cessation Implementation. 7. Labour Relations (In-Camera) Donna Marafioti provided an update on labour relations. 8. Memorandum of Understanding Negotiation Status Vivek Goel and Donna Marafioti reviewed the status of negotiations regarding a new Memorandum of Understanding (MOU) with the Ministry s Public Health Division. Since the Board s approval of the mandate for negotiations on June 27 th, negotiations have been slower than anticipated based on the complexity arising from working off a new 2

3 MOU template issued by the Ministry of Government Services and adapting it to incorporate provisions in the current MOU. To assist in negotiations, PHO proposed to the Ministry that smaller negotiating teams of senior staff be established. PHO s negotiating team consists of the General Counsel and Corporate Secretary, the Vice-President, Corporate Services and Human Resources, and Chief Financial Officer, supported by the Director, Planning and Performance. PHO has developed an issues log to help focus the negotiations and it will be shared with the Ministry. 9. Annual Business Plans a) Status - Annual Business Plan Donna Marafioti reported that the Annual Business Plan has been reviewed by the Public Health Division and submitted to the Minister for consideration and approval. b) Development Approach - Annual Business Plan Donna Marafioti reviewed the context for the Annual Business Plan (ABP) including the Agency Establishment and Accountability Directive, the Government s priorities as transmitted by the CMOH and requirements in the Funding Agreement such as the Detailed Annual Risk Assessment Tool for Operational Service Agencies (DARATOSA). This will be the first ABP to be developed under the new Strategic Plan. The AFSC (December 3) and SPSC (December 9) will review draft sections of the ABP prior to Board review/approval on December 17 and submission of the ABP to the Ministry by December 31, The goal is to receive Minister s approval of the ABP by March 31, Enterprise Risk Management Policy Colleen Geiger reviewed the background to the policy including Ontario s Risk Management Policy, the requirement in the current MOU to develop an enterprise risk management plan for Board approval and the Risk Appetite Statement approved by the Board in June In future, there will be quarterly high priority risk reports prepared for the Board in addition to the annual DARATOSA linked to the ABP. IT WAS DULY MOVED by Janet Hatcher Roberts, SECONDED by Robert Kyle AND UNANIMOUSLY CARRIED THAT the Enterprise Risk Management Policy be approved. 3

4 BE IT RESOLVED THAT: The Enterprise Risk Management Policy and Framework as presented to the Board is approved. Action Item: Pierre Richard requested that the ERM Policy be on the next AFSC agenda in order to discuss the financial risks associated with the AFSC mandate/terms of Reference. 11. Strategic Planning Standing Committee - Summary Report from September 13, 2013 Ronald St. John, the Chair of the Strategic Planning Standing Committee provided a summary report of the September 13, 2013 meeting Audit and Finance Standing Committee - Summary Report from September 17, 2013 Pierre Richard, the Chair of the Audit and Finance Standing Committee provided a summary report of the September 17, 2013 meeting Facilities Update Pierre Richard, the Chair of the Audit and Finance Standing Committee, asked Vivek Goel to provide the facilities update. Vivek Goel provided a comprehensive background and status report on three major facilities projects: London Public Health Ontario Laboratory, 480 University Avenue (Head Office) and Operational Support Facility and Bio-Repository. It included the financial issues and risks associated with the projects, how they fit into the regional strategy and PHO s accommodation plan endorsed by the Board and implications of the Government s new Realty Directive and Policy effective March 31, IT WAS DULY MOVED by Pierre Richard, SECONDED by Robert Kyle AND UNANIMOUSLY CARRIED THAT the major facilities projects be approved contingent on acceptable terms and conditions being negotiated with the Ministry. WHEREAS: 1. On September 17, 2013, the Audit and Finance Standing Committee (Committee) discussed issues pertaining to Public Health Ontario s facilities, and in particular the Public Health Ontario Laboratory (PHOL) London relocation project, space requirements at 480 University Avenue, and the proposed Operational Support Facility and Bio-Repository; 4

5 2. Draft motions concerning PHOL-London and space requirements at 480 University Avenue were tabled before the Committee; 3. Following discussion, the Committee did not accept the motions as presented and requested that management provide additional information concerning the following: Principles governing the laboratories transfer from the Ministry of Health and Long-Term Care (Ministry) to Public Health Ontario (PHO) in December 2008; Background information respecting the agency s overall accommodation plan, regional strategy and applicable Government Realty Directive and Policy; The financial issues and risks relating to the PHOL London project and other priority facility and capital projects including 480 University Avenue and the Operational Support Facility and Bio-Repository; 4. The information was presented to the full Board at its October 2, 2013 meeting. NOW THEREFORE BE IT RESOLVED THAT: 1. Subject to the Financial Administration Act, a. the proposal to extend PHO s current occupancy at the current PHOL London site until June 2015, or the date when a replacement site is ready for occupancy by PHO, is approved; b. the proposal to acquire additional space at 480 University Avenue is approved; c. management continue to work with the Ministry to further develop a plan for the Operational Support Facility and Bio-Repository; 2. The approvals and direction provided herein are contingent upon acceptable terms and conditions which: (i) address the fiscal demands on PHO; (ii) are consistent with the intent of the transfer agreement and the recommendations of the regional strategy; and (iii) mitigate the operational risks; and 3. The Board Chair is authorized to oversee, on behalf of the Board, the negotiations to arrive at such acceptable terms and conditions Internal Audit Terms of Reference The Board received the Terms of Reference for the Internal Audit to be conducted by the Ministry s Health Audit Service Team. The audit objectives are focused primarily on PHO processes rather than Directive and similar compliance related activities. The audit will be completed by December 31,

6 12.4 Occupational Health and Safety Compliance Report Q1 The Board received the Compliance and Metrics Report on Occupational Health and Safety for the period April 1, June 30, The Board was informed that the Occupational Health and Safety Policy, Workplace Discrimination and Harassment Prevention Policy and Workplace Violence Prevention Policy were reviewed as required (annually) and management determined that no changes were necessary Governance Standing Committee Summary Report from September 12, 2013 Tony Dean, Chair of the Governance Standing Committee provided a summary report of the September 12, 2013 meeting Committee Membership Tony Dean reviewed the membership situation with respect to the Governance Standing Committee (GSC) in light of vacancies on the Board and the need to have a minimum of three members on GSC. IT WAS DULY MOVED by Carole Weir, SECONDED by Sandra Laclé AND CARRIED THAT the Governance Standing Committee membership be approved. Robert Kyle abstained. WHEREAS: 1. There are currently two vacancies on the Board and there will be another vacancy on October 19, 2013; 2. There will be two Board members on the Governance Standing Committee as of October 19, 2013, one less than the minimum; 3. New Board members will not be appointed until late 2013 or early 2014; and 4. It is desirable to appoint the minimum number of Board members to the standing committees as required under By-Law No. 2. NOW THEREFORE BE IT RESOLVED THAT: Effective upon Board approval: 1. Robert Kyle be appointed as the Chair of the Governance Standing Committee; 2. Carole Weir be appointed as a member of the Governance Standing Committee; 3. Tony Dean be appointed as a member of the Governance Standing Committee until October 19, 2013; and 4. Pierre Richard and Ronald St. John be appointed to the Governance Standing Committee on a temporary basis until June 30, 2014 or until new Board members are appointed to the Committee. 6

7 13.3 Board Renewal Tony Dean reviewed the current and upcoming vacancies on the Board, and the need to fill these vacancies as soon as possible. The vacancies were posted on the PHO website, PHO monthly newsletter and Public Appointments Secretariat website. The vacancies will be filled based on the current gaps in the Board Competency Matrix. IT WAS DULY MOVED by Carole Weir, SECONDED by Robert Kyle AND UNANIMOUSLY CARRIED THAT the Board renewal process for 2013 as revised at the meeting be approved. WHEREAS: 1. Current Board vacancies are noted on the Public Appointments Secretariat website and have been posted on the PHO website/newsletter. 2. Applications and nominations from all sources will be reviewed in terms of the Board Competency Matrix. THEREFORE BE IT RESOLVED THAT: 1. A short list of potential Board candidates in ranked order be recommended for appointment to the Board of Directors. 2. With a view to identifying candidates, the Chair be authorized to contact the candidates in ranked order to confirm their willingness and availability to seek appointment to the Board. 3. Following approval by the Board, the Board Chair write to the Minister recommending that three individuals from the short list of candidates be appointed to the Board of Directors to fill the current vacancies. Action Item: Special GSC and Board meetings may be scheduled to review potential Board candidates and make recommendations to the Minister. 14. Tony Dean Acknowledgement IT WAS DULY MOVED by Robert Kyle, SECONDED by Carole Weir and CARRIED THAT the contribution of Tony Dean to Public Health Ontario and the Board of Directors be acknowledged. WHEREAS: 1. Tony Dean was a member of the Board of Directors; 2. Tony Dean has served with distinction on the Board of Directors and was a strong advocate for ongoing efforts to generate momentum for public health renewal; and 7

8 3. Tony Dean was a member of the Governance Standing Committee. NOW THEREFORE BE IT RESOLVED THAT: Conclusion The Board of Directors at its October 2, 2013 meeting recognizes Tony Dean for his dedicated service with respect and gratitude, and hereby makes this commendation as part of its official records. The Board meeting adjourned at 3:20 p.m. Terry Sullivan, Chair Samir Khalil, Corporate Secretary 8

FIRST REPUBLIC BANK DIRECTORS ENTERPRISE RISK MANAGEMENT COMMITTEE CHARTER

FIRST REPUBLIC BANK DIRECTORS ENTERPRISE RISK MANAGEMENT COMMITTEE CHARTER PURPOSE: The purpose of the Directors Enterprise Risk Management Committee ( Committee ) is to provide oversight of the enterprise-wide