Report to Convocation June 29, Governance Task Force 2016 TAB 7

Transcription

1 TAB 7 Report to Convocation June 29, 2017 Governance Task Force 2016 Janet Leiper, Chair Christopher Bredt Janis Criger Gisèle Chrétien Dianne Corbiere Michelle Haigh Jacqueline Horvat Gina Papageorgiou Sidney Troister Peter Wardle Purpose of Report: Information Prepared by Juda Strawczynski

2 FOR INFORMATION GOVERNANCE TASK FORCE 2016 UPDATE 1. This report provides an update on the work of the Governance Task Force 2016 (Task Force) and outlines next steps in the governance review. Introduction and Background 2. In accordance with its Terms of Reference 1, the Task Force has been reviewing the Law Society s governance, including practical process issues and governance structure issues, following its creation in September The Task Force has provided a number of reports to Convocation since then as updates on its work, most recently on May 25, 2017, when certain reforms to the bencher election process were approved and a report was received on the five year review of the office of Emeritus Treasurer. 4. Previous reports touched on matters related to a broader range of potential governance reforms. This included the April 2017 report of the Task Force that suggested that the name of the Law Society and the nomenclature used may be appropriate for review. The Task Force notes that this issue is now a matter that, through the work of the Law Society s Strategic Communications Steering Group, has received some attention. The Task Force looks forward to the efforts to explore how the name of the organization could be updated to more accurately reflect to the public and professions its role as regulator of legal services in Ontario. 5. The status reports illustrate the Task Force s approach to its work, which involves working concurrently on two broad categories of issues: a. practical process issues that may require policy or by-law change, that should be addressed in the shorter term; and b. reviewing how Convocation, the Treasurer s Office and committees are constituted and do their work, the potential for more fundamental election reforms, the name of and nomenclature used by the Law Society and other broader governance initiatives. 1 sions/2016/convocation-september-2016-treasurer-report.pdf 2 377

3 Current Task Force Developments and Proposed Next Steps 6. As part of its preparation for the next phase of its work and consideration of broader governance issues, the Task Force has been engaged in an informationgathering phase. In addition to its own research 2, the Task Force determined that information on governance structures of various Canadian law societies and other regulatory bodies here and abroad would be useful. 7. To that end, the Task Force retained Hansell LLP to research and report on governance practices in self-regulatory organizations in various jurisdictions. The report from Hansell LLP is attached at Tab 7.1. Benchers are encouraged to read the report over the coming months. Next Steps 8. Arrangements have been made for a mid-term bencher planning session in late October 2017, part of which will be devoted to a discussion led by the Task Force about governance. The Task Force is developing a program for the day, which it anticipates will include a facilitated session on governance. The report from Hansell LLP will be used to set the stage. 9. The purpose of the session is to engage all benchers in a dialogue on governance and give them an opportunity to share ideas on approaches to governance and governance structures. 10. The results of this bencher session will be used by the Task Force to frame the ongoing review and identify areas on which it should focus within the broader range of governance issues in accordance with its mandate. 2 For example, the Task Force reviewed the recent governance initiative of the Leading in Regulatory Governance Task Force of the College of Nurses of Ontario (CNO) and the CNO s final report on this initiative. The CNO also decided to generously share the supporting documents from its regulatory governance initiative to broaden the dialogue about the future governance of regulators of professions : CNO Leading in Regulatory Governance Task Force, Final Report: A vision for the future Implementation Recommendation 1 at page 8. These resources are available from: CNO, Governance Vision 2020 online at

4 Law Society of Upper Canada Governance Practices Review HANSELL LLP HANSELL McLAUGHLIN ADVISORY June 8,

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6 Table of Contents EXECUTIVE SUMMARY... 5 RESEARCH RESULTS... 7 Introduction...8 Board Function and Size...9 How Directors are Selected Director Terms Director Term Limits Committee Structure How Board Officers are Selected Adjudication METHODOLOGY Purpose of Governance Practices Review Data Collection & Sources Terminology & Other Notes Comparator Group ORGANIZATION PROFILES LAW SOCIETY OF UPPER CANADA ALBERTA Law Society of Alberta College of Physicians & Surgeons of Alberta College & Association of Registered Nurses of Alberta Chartered Professional Accountants of Alberta Association of Professional Engineers & Geoscientists of Alberta Alberta Teachers' Association BRITISH COLUMBIA Law Society of British Columbia College of Physicians & Surgeons of British Columbia College of Registered Nurses of British Columbia Chartered Professional Accountants British Columbia Professional Engineers and Geoscientists of British Columbia ONTARIO College of Physicians & Surgeons of Ontario College of Nurses of Ontario Royal College of Dental Surgeons of Ontario Chartered Professional Accountants of Ontario Professional Engineers Ontario Ontario College of Teachers GOVERNANCE PRACTICES REVIEW 3 381

7 QUÉBEC Barreau du Québec Collège des médecins du Québec Ordre des comptables professionnels agréés du Québec Ordre des ingénieurs du Québec UNITED KINGDOM General Medical Council Engineering Council ENGLAND & WALES Law Society of England and Wales General Council of the Bar SCOTLAND Law Society of Scotland Institute of Chartered Accountants of Scotland AUSTRALIA Chartered Accountants Australia & New Zealand NEW SOUTH WALES Law Society of New South Wales New South Wales Bar Association QUEENSLAND Queensland Law Society Bar Association of Queensland NEW ZEALAND New Zealand Law Society SCHEDULE A Law Society of Upper Canada HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 382

8 Executive Summary Hansell LLP was retained by the Law Society of Upper Canada (LSUC) to research and report on governance practices in self-regulatory organizations in various jurisdictions, to support the ongoing work of the LSUC's Governance Task Force. In consultation with the LSUC, we selected a comparator group of organizations from across Canada and from other Commonwealth jurisdictions. These organizations were all selfregulatory professional organizations with accountabilities to members, government and the public interest. In most cases, the decision making body (referred to as the "board" in this report) was largely elected by the membership with additional board members appointed from government or by the board itself. Although these organizations shared similarities in terms of purpose and governance framework, their approaches to governance varied in a number of ways. Our report highlights these differences and shows how the LSUC's governance practices compare. Our findings include the following: LSUC's board (Convocation) is significantly larger than almost all boards in the comparator group. Although organizations governing the legal profession had larger boards in general than organizations governing other professions, Convocation is large even when compared with other organizations governing the legal profession. The inclusion on a board of ex officio and honorary directors (as is the case for the LSUC) is unusual. Three year terms for directors are more common than the four year terms of the elected Benchers. Staggered boards are very common (meaning that only some of the directors are elected each year). This is in contrast to the LSUC, where all Benchers are elected at the same time (although Benchers appointed by government are not necessarily all appointed at the same time). The twelve year term limit for elected Benchers is longer than the term limits in any organization in the comparator group. We describe our approach to the research underlying this report in the Methodology section of the report and have included profiles of each of the comparator organizations in the Organization Profiles section of the report. We have not been asked to draw conclusions or make recommendations, but would be happy to do so. GOVERNANCE PRACTICES REVIEW 5 383

9 6 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 384

10 Research Results 385

11 Introduction The LSUC regulates, licenses and disciplines the more than 50,000 lawyers and 8,000 paralegals in Ontario. It is governed by the Law Society Act, which constitutes the LSUC as a self-governing regulatory organization, meaning that lawyers and paralegals oversee their own regulation through the LSUC in accordance with the Law Society Act and its regulations. We have been asked by the LSUC to review and report on the governance structures and practices of other self-governing professional organizations, both in Canada and in other Commonwealth jurisdictions. We identified 33 comparator organizations that formed the basis of our research. Our methodology, including the selection of the comparator group, is discussed in the Methodology section. Detailed profiles of each of the comparator organizations are provided in the Organization Profiles section of this report. There are a number of governance features common across all of the organizations in the comparator group. As noted above, they are all self-regulated professional organizations. In addition, with minor variations, all of the governing bodies of these organizations are accountable to their members, to the government of their jurisdiction, and to the public interest. This report analyzes governance practices that we could identify from publicly available material across the comparator group. These are: Board Function and Size How Directors are Selected Director Terms Director Term Limits Committee Structure How Board Officers are Selected Adjudication The LSUC and the organizations in the comparator group use different terms to describe various players in the governance process. For simplicity in this report, we use the term "board" (which includes Convocation and, in other organizations, Boards of Directors, Councils, and Boards of Trustees) and "directors" (Benchers at the LSUC and, variously, Directors, Councillors, and Trustees in other instances). Organizations also use different terms to describe the person who heads the board. "Chair" is common, as is "President". The LSUC, of course, uses the term "Treasurer". In this report, we have used the term "Chair". Charts in this report generally do not include the LSUC. Where data relating to the LSUC has been included, such data is highlighted with contrasting colours or broken out separately. 8 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 386

12 Board Function and Size The board is the decision making body in almost all of the comparator organizations (as Convocation is for the LSUC), subject of course to specified rights of members. The membership size of the organizations in the comparator group ranges from 1,322 to 273,700 members. Only 10 of the 33 organizations in the comparator group have more members than the LSUC (as shown on the chart below). We have found no correlation between the size of the organization and the size of its board. General Medical Council (UK) is the largest organization in the comparator group (273,700 members), yet its 12 person board is one of the smallest. The vast majority of boards have between 10 and 42 directors. The median size of the boards in the comparator group is 21. The LSUC has one of the largest boards in the comparator group, with 95 Benchers (72 of whom are active). 1 This is still the case if we eliminate the honorary and ex officio Benchers and count only the Treasurer and the elected and appointed Benchers (54 in total). The eleven organizations in the comparator group governing the legal profession, also tend to have comparatively large boards (eight are at or above the median of 21 directors 2 and three are below). 3 The General Council of the Bar (UK) and the Law Society of England and Wales have the largest boards (118 directors and 100 directors, respectively). The one exception to the board functioning as the decision making body is the Alberta Teachers Association (ATA), which functions much like a union in terms of its governance. It is governed by the Annual Representative Assembly comprised of 425 delegates from the organization's local branches and the 20 members of the Provincial Executive Council. It establishes policy, approves the ATA's budget and sets fees for the various categories of membership. The Provincial Executive Council acts as an executive committee of the Annual Representative Assembly, transacting business for the ATA between meetings of the assembly. In terms of the ATA's purpose, however, it is similar to other organizations in the comparator group. Only ATA members may be employed as teachers in Alberta. The ATA is constituted by statute and is charged with regulating, ensuring ongoing competence of and disciplining its member teachers. 1 The 95 Benchers include 45 elected Benchers, 8 appointed lay Benchers, 39 ex officio Benchers, and 3 honorary Benchers entitled to participate. The 95 Benchers exclude the 5 honorary Benchers not entitled to participate. The number of honorary Benchers has been provided to us by the LSUC. 2 The Law Society of New South Wales (21 Directors), the New South Wales Bar Association (21 Directors), the New Zealand Law Society (23 Directors), the Law Society of Alberta (24 Directors), the Law Society of British Columbia (32 Directors), the Law Society of Scotland (46 Directors), the Law Society of England and Wales and the General Council of the Bar (UK). 3 The Queensland Law Society (12 to 13 Directors), Barreau du Québec (16 Directors) and the Bar Association of Queensland (18 Directors), GOVERNANCE PRACTICES REVIEW 9 387

13 Board Size vs. Membership Number of Members 300, , , , ,000 50,000 0 Chartered Accountants Australia & New Zealand General Medical Council (UK) Chartered Professional Accountants of Alberta College of Registered Nurses of British Columbia Queensland Law Society College of Physicians and Surgeons of BC Barreau du Québec CPA Québec Professional Engineers and Geoscientists of BC College of Physicians & Surgeons of Alberta CPA BC College of Nurses of Alberta Bar Association of Queensland Engineers and Geoscientists of Alberta Chartered Professional Accounts of Ontario Alberta Teachers' Association Law Society of New South Wales New South Wales Bar Association Engineering Council (UK) New Zealand Law Society Ordre des ingénieurs du Québec Law Society of Alberta Professional Engineers Ontario Royal College of Dental Surgeons of Ontario Collège des médecins du Québec Law Society of British Columbia College of Physicians and Surgeons of Ontario Institute of Chartered Accountants of Scotland Ontario College of Teachers College of Nurses of Ontario Law Society of Scotland Law Society of Upper Canada Law Society of England and Wales General Council of the Bar Number of Directors Number of Members Number of Directors* *Reflects the current number of Directors rather than the maximum allowable number of Directors. 10 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 388

14 How Directors are Selected The LSUC's directors (i.e., the Benchers) are selected in several different ways. 45 Benchers are elected by LSUC members 4 and eight lay members are appointed by the Government of Ontario. The manner in which elected and appointed directors are selected in the comparator organizations is discussed below. Convocation also includes 39 ex officio directors and 3 honorary emeritus directors entitled to participate, for a total of 95 directors. 5 The LSUC s practice of granting long-tenured directors life membership (albeit with limited rights) is not a practice that has been widely adopted in the comparator organization. Although the Law Society of British Columbia also provides for Life Benchers with similar entitlements to those at the LSUC, it uses the term Life Bencher as an honorary title and does not include the Life Benchers in its catalogue of Benchers online or in its annual report. The General Council of the Bar (UK) includes twenty ex officio directors on its board, but none of these directors are life members. Rather, they include persons drawn from senior offices within the profession (circuit leaders and law association chairs), government officials (the Attorney General and Solicitor General for England and Wales), and the senior board officers. Among the comparator group, director selection varies from jurisdiction to jurisdiction. However, each jurisdiction tends to adopt a similar approach for all of its self-governing professional organizations. In Canada, a larger percentage of the boards of these organizations are appointed by the government than is the case in other jurisdictions. One exception is the General Medical Council (UK), where the entire board is appointed by the Privy Council. In Australia, the overwhelming practice is for the entire board (which is comprised only of members of the profession) to be elected by the members of the profession. Scottish organizations do have lay persons on their boards, but those lay persons are appointed by the board itself rather than the government. The Chartered Accountants Australia and New Zealand (CA ANZ) is a bicameral body. The organization's ultimate authority is the Board of Directors (the "upper chamber"), but the organization has also established a Council (the "lower chamber"). The upper chamber is called the board of directors and is comprised of directors who are appointed by the Council based on the recommendations of the Nominations & Governance Committee. The lower chamber is the Council. The members of the Council are called Councillors and are elected by the members of the CA ANZ. (That Committee is jointly constituted by both the board and the Council.) The Council must appoint eight members of CA ANZ and two non-members to the board, and no board director may also serve as a member of Council. The board oversees CA ANZ's long-term strategy and monitors the organization's overall performance, while the 4 20 lawyers from Toronto, 20 lawyers from outside Toronto (of the 40 lawyers, 8 are elected based on regional votes) and 5 paralegals. 5 This excludes the five honorary directors not entitled to participate. GOVERNANCE PRACTICES REVIEW

15 Council is tasked with assessing the board's performance. The President of CA ANZ, being the only individual with full membership on both the board and the Council, acts as the primary bridge between the two governance bodies. The President is elected by the members to serve on the Council and is required to be appointed by the Council to the board. 12 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 390

16 Director Types as Percentages of the Board Law Society of Upper Canada Alberta Law Society of Alberta College of Physicians & Surgeons of Alberta College of Registered Nurses of Alberta Chartered Professional Accountants of Alberta...Engineers & Geoscientists of Alberta Alberta Teachers' Association British Columbia Law Society of BC College of Physicians and Surgeons of BC College of Registered Nurses of BC Chartered Professional Accountants BC Professional Engineers & Geoscientists of BC Ontario College of Physicians & Surgeons of Ontario College of Nurses of Ontario Royal College of Dental Surgeons of Ontario Chartered Professional Accounts of Ontario Professional Engineers Ontario Ontario College of Teachers 0% 20% 40% 60% 80% 100% Elected by Members Appointed by Government Appointed by Stakeholders Appointed by Board Other Appointees GOVERNANCE PRACTICES REVIEW

17 Québec Barreau du Québec Collège des médecins du Québec CPA Québec Ordre des ingénieurs du Québec United Kingdom General Medical Council (UK) Engineering Council (UK) Law Society of England & Wales General Council of the Bar Law Society of Scotland Institute of Chartered Accountants of Scotland Australia & New Zealand Chartered Accountants Australia & New Zealand Law Society of New South Wales New South Wales Bar Association Queensland Law Society Bar Association of Queensland New Zealand Law Society 0% 20% 40% 60% 80% 100% Elected by Members Appointed by Government Appointed by Stakeholders Appointed by Board Other Appointees 14 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 392

18 Geographic representation on the board is common in Canadian organizations in the comparator group. In other jurisdictions, directors are elected to represent fields within the practice or other non-geographic constituencies within the profession (this is particularly common among Australian organizations). In some jurisdictions (such as Alberta), directors are commonly elected at-large without any affiliation other than with the profession generally. Finally, in some cases, directors run for specific offices (Chair, for example), rather than the officers of the board being elected by the board itself. The LSUC requires both geographic representation on its board (effected through a regional election scheme to elect lawyers across eight regions) and representation from the two categories of membership (lawyer and paralegal). Similarly, the College of Nurses of Ontario applies both professional and geographic representation simultaneously the College's by-laws provide for a set number of both Registered Nurses and Registered Practical Nurses who are elected to represent both their respective sub-professional constituents and designated geographic districts. The charts on the following pages illustrate the different approaches to director selection. Three organizations have not been included in these charts for the reasons noted below. The General Medical Council (UK) all directors are appointed by the Privy Council; The Engineering Council (UK) all directors are appointed by various professional organizations and groups related to the field of engineering; and Chartered Accountants Australia & New Zealand all directors are appointed by the Council pursuant to the organization's bicameral governance structure. GOVERNANCE PRACTICES REVIEW

19 Elected Director Types as a Percentage of Elected Directors Law Society of Upper Canada Alberta Law Society of Alberta College of Physicians & Surgeons of Alberta College of Registered Nurses of Alberta Chartered Professional Accountants of Alberta...Engineers & Geoscientists of Alberta Alberta Teachers' Association British Columbia Law Society of BC College of Physicians and Surgeons of BC College of Registered Nurses of BC Chartered Professional Accountants BC Professional Engineers & Geoscientists of BC Ontario College of Physicians & Surgeons of Ontario College of Nurses of Ontario Royal College of Dental Surgeons of Ontario Chartered Professional Accounts of Ontario Professional Engineers Ontario Ontario College of Teachers 0% 20% 40% 60% 80% 100% Elected Based on Geographic Representation Elected At-Large Elected Based on Professional Subcategory Elected Officers 16 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 394

20 Québec Barreau du Québec Collège des médecins du Québec CPA Québec Ordre des ingénieurs du Québec United Kingdom, England & Wales, Scotland Law Society of England & Wales General Council of the Bar Law Society of Scotland Institute of Chartered Accountants of Scotland Australia & New Zealand Law Society of New South Wales New South Wales Bar Association Queensland Law Society Bar Association of Queensland New Zealand Law Society 0% 20% 40% 60% 80% 100% Elected Based on Geographic Representation Elected At-Large Elected Based on Professional Subcategory Elected Officers GOVERNANCE PRACTICES REVIEW

21 Director Terms Elected Benchers at the LSUC serve for four year terms. The terms of the lay Benchers (who are appointed by government) expire before the first Convocation following a Bencher election. The lay Benchers are deemed to be reappointed until their successors take office; accordingly, their terms may continue if the Government fails to make timely appointments. In some of the comparator organizations, directors serve for one year terms, 6 but two, three and four year terms are more common. Director Term Length 1 year 6% 2 years 21% 3 years 58% 4 years 15% Most comparator organizations elect directors every two years or every three years, with half (in the case of two year terms and some four-year terms) or one-third (in the case of three year terms) being elected each year. Staggering the terms of the directors in this way is intended to enhance continuity and preserve institutional knowledge. Staggered boards are common, with the usual configuration being one-third of elected directors submitted for election each year. Portion of Elected Directors Elected Annually One-quarter, 3% All 27% Half 17% One-third 53% Refers only to directors elected by members of the organization and assuming no unexpected vacancies. The General Medical Council (UK) and Chartered Accountants Australia & New Zealand have been excluded as their boards do not include generally elected directors. The Institute of Chartered Accountants of Scotland has been excluded as its elected directors have tiered term lengths. While the General Council of the Bar (UK) has been included as an organization with one-third elected annually, note that directors elected by the Circuits are elected triennially unlike other elected directors.. 6 The New South Wales Bar Association and the Bar Association of Queensland. 18 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 396

22 Director Term Limits Elected LSUC Benchers may not stand for re-election once they have served for twelve years, after which time they become honorary Benchers. A little more than half of the comparator organizations have also adopted term limits (although directors who have served the maximum allowable number of years do not typically become honorary directors). Term limits are common among the Canadian organizations in the comparator group (which represents 64% of the comparator group). They are much less common outside of Canada: only three of the twelve non-canadian organizations in the comparator group have adopted term limits (the Engineering Council (UK), the Institute of Chartered Accountants of Scotland, and Chartered Accountants Australia & New Zealand). Director Term Limit Adoption Term Limit Adopted 55% No Term Limit 45% Although most organizations with director term limits have adopted a six year limit (usually expressed as two terms of three years each), nine years is also common. The LSUC's limit of twelve years is longer than any maximum term permitted by the comparator organizations. In most cases, a director who has served his or her full term may rejoin the board after a cooling off period (usually one year, but the cooling off period is as much as five years in some cases). This is not the case for the LSUC. Term Limit Threshold Cool-off Duration Nine Years 28% Four Years 6% None - Hard Limit 28% One Year 39% Eight Years 11% Six Years 44% Five Years 5% Seven Years 11% Three Years 17% Two years 11% The above includes only organizations with some form of term limit; organizations with no term limits are excluded. GOVERNANCE PRACTICES REVIEW

23 Exceptions are available in some cases for directors who have become Chair. For example, Chartered Professional Accountants British Columbia's director term limit (a maximum of two consecutive terms) provides that the limit does not apply if a director is to be elected to the office of Chair. Committee Structure In our review, we focused on board committees which relate most closely to the governance of an organization. We have not included details of other standing committees, ad hoc committees or task forces. 7 For the purposes of this section, we have categorized these committees based on their designations and mandates into the following categories: Executive Committees, which are typically comprised of the board officers and occasionally executive management. In many Canadian organizations these Committees have the authority to exercise the powers of the board between meetings of the board; Audit Committees, which oversee the organization's audit and internal control practices. In some cases, the board also establishes a Finance Committee, charged with oversight of the organization's financial strategy and practices, while in others the duties of the Audit and Finance committees will be combined into one committee; and Governance Committees, which oversee the governance practices of the organization. These are frequently combined with Nominating Committees, which oversee the nomination of candidates for election and/or appointment to the board, and are occasionally combined with Compensation Committees, which address issues of executive (and occasionally director) remuneration. In rare instances (e.g. the Law Society of British Columbia), boards have established both Governance Committees and separate committees tasked with specific duties regarding the organization's by-laws and constating legislation. For the purposes of this section these have also been categorized as Governance Committees. The LSUC does not have an Executive Committee. While the Priority Planning Committee undertakes some of the work usually done by an Executive Committee, it is not identical in purpose or mandate. The LSUC does not have a Governance Committee either, although it does have a Compensation Committee to determine executive compensation for the organization. 7 The LSUC includes a number of committees dedicated to advancing the interests of the profession, and to developing policy related to the profession and justice issues more broadly. While the organizations reviewed in this report do valuable policy, advocacy and other work related to their professions, the scope of our review is concerned with governance and governance structures. As such, a review of the myriad approaches to doing the organizations work was beyond the scope of this review. In the event that such a review would be helpful to the LSUC, Hansell LLP would be pleased to work with the LSUC to develop the scope and undertake that work. 20 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 398

24 The LSUC does not currently include non-directors on its Committees, although they may be appointed. Many boards appoint non-directors as members of their key governance-related Committees. In some cases, the inclusion of non-director members is explicitly provided and enumerated in a Committee's terms of reference, while in other cases the board is provided with a degree of flexibility, thus allowing a Committee to make use of a larger talent pool as it or the board deems advisable. Usually, non-directors are drawn from other members of the organization, although in some limited cases Committee terms of reference may provide that they can be appointed from outside the organization. In the United Kingdom, comparator organizations make more extensive use of committees, likely to facilitate the work of their very large boards. (The Law Society of England and Wales, the General Council of the Bar (England & Wales), and the Law Society of Scotland have, respectively, the first, second, and third largest boards of all comparator organizations). An example is the Management Board of the Law Society of England and Wales, the duties of which include (in part): advising the Council on the exercise of the Society's functions as an approved regulator; scrutinizing the plans, budgets, and activities of the Law Society's other high-level Committees; recommending the Society's overall budget and business plan; and determining the remuneration of the Chief Executive Officer and other senior executives. Another example is the Regulatory Committee established by the Law Society of Scotland. This committee is responsible for all aspects of the regulation of the profession in Scotland. Twelve sub-committees report directly to the Regulatory Committee, which in turn is accountable to the board. The size of the committees of these boards varies. For example, there are 29 directors and one non-director on the General Management Committee of the General Council of the Bar (England & Wales), making it larger than many of the full boards in the comparator group. The Management Board of the Law Society of England and Wales is comprised of nine directors and two non-directors, smaller than almost all of the full boards in the comparator group. GOVERNANCE PRACTICES REVIEW

25 Average Director & Non-Director Participation in Committees Executive 98% 2% Audit 71% 29% Finance 78% 22% Governance 85% 15% Nominating 61% 39% Compensation 77% 23% 0% 20% 40% 60% 80% 100% Average Proportion of Directors Average Proportion of Non-Directors Of the 105 Board Committees detailed in this report, 86 are included in the above analysis. 18 Committees have been excluded due to insufficient disclosure regarding Committee composition, while six have been excluded due to their incompatibility with the above categories. For three Committees, the minimum or maximum Committee size was used due to a lack of reliable disclosure regarding those Committees' actual present composition. Executive Committees in general have the fewest non-director members. The only Executive Committees with any non-director members are those of the Boards of the Association of Professional Engineers & Geoscientists of Alberta (the non-director being the Chief Executive Officer as a member ex officio) and the Law Society of Scotland (the Chief Executive Officer as a full member). Nominating Committees have the highest average number of non-directors. An extreme example of this is the Nominating Committee of the Professional Engineers and Geoscientists of British Columbia, the terms of reference for which provide that the only Director member of the Committee shall be the immediate Past Chair. All other members are non-directors representing the organization's various geographic branches, a member of the organization endorsed by a related professional association, and a member of the organization holding a PGeo license (the license with the fewer members of the two licenses governed by the society). 22 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 400

26 How Board Officers are Selected There are common methods of selecting the Chair of a board in the organizations reviewed: Automatic Succession: a Vice-Chair, Chair-elect, or some variation thereof is identified and elected by the members of the organization. The person holding this office automatically assumes the role of Chair in the following year or term. Board Election: the Chair is elected by the board from among the elected directors following the AGM (a variation on this method involves the board electing a Chair-Elect shortly before the AGM, who is then elected as Chair at that same AGM see, for example, the Law Society of New Zealand). General Election: the board and/or members of the organization nominate one or more candidates for Chair. These candidates are then generally elected by the members of the organization. The LSUC follows the Board Election method, consistent with the majority of the organizations in the comparator group, through its election of the Chair (Treasurer) by the Board (Convocation). Each of the three methods offers advantages and disadvantages: while the automatic succession method offers certainty of succession and opportunities for future leaders to learn from their immediate predecessors, it is less nimble than the Board election method, and neither matches the degree of engagement with membership offered by the general election method. Nevertheless, the Board election method is employed by a majority of organizations examined in this report: President Election Method Board Election, 55% Other, 3% General Election, 15% Automatic Succession, 27% The sole exception to the above methods is that of the General Medical Council of the United Kingdom (the "GMC"): following amendments to the GMC's constitution in 2012, the Chair is now appointed by the Privy Council (prior to which the board election method was used). GOVERNANCE PRACTICES REVIEW

27 In some instances, the election method of the Chair is outlined in legislation (Section 64 of Québec's Professional Code, for example). A related issue is that of maintaining the immediate Past Chair as a designated officer, ensuring a continuity of leadership on the Board. This institution is common (but not exclusive) to Boards that employ the automatic succession method of electing the Chair: nine of the reviewed organizations employ automatic succession, and five maintain the immediate Past Chair as a board officer. The LSUC practice of including past Treasurers as honorary emeritus directors, combined with the tradition of the immediate past Treasurer refraining from attending Convocation for six months after serving as Treasurer, is a unique approach to maintaining the institutional knowledge and experience of former Treasurers while affirming the change in leadership. In some cases, the Chair is also subject to a term limit separate from any limit applied to directors generally. Nine of the organizations examined in this report have disclosed a term limit specific to the Chair and, of these nine organizations, four have done so without imposing a term limit on directors generally. The most common form of Chair term limit excludes service in excess of two consecutive terms, usually with a one-year cooling-off period. The LSUC Chair is technically elected for one year, but serves for two years by tradition. The tradition is for the Chair (the Treasurer) to run unopposed for election for their second year. Following their term, the Chair is made an honorary Bencher. 24 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 402

28 Adjudication In Canada, first instance disciplinary decisions are generally made by internal committees or tribunals. The LSUC has an internal tribunal. While the LSUC Tribunal operates independently, out of offices separate from the other LSUC offices, it is an LSUC body and its practices and procedures remain subject to approval by the LSUC Board. In Canada, parties generally only have resort to an independent body, such as the courts or a specialized tribunal like Québec s Professions Tribunal, for appeals or judicial review. In contrast, discipline matters in the United Kingdom, Australia and New Zealand are adjudicated by semi-independent tribunals such as those administered by the Solicitors Regulation Authority for the Law Society of England and Wales and the Bar Standards Board for the United Kingdom s General Council of the Bar, or fully independent tribunals such as the Legal Services Commission and Civil and Administrative Decisions Tribunals in Australia. Two exceptions to this are the Institute of Chartered Accountants of Scotland and the Chartered Accountants Australia and New Zealand, both of which have internal disciplinary tribunals. Discipline Tribunal Framework 70% 30% Internal Disciplinary Tribunal Independent Disciplinary Tribunal Disciplinary activity is typically disclosed by comparator organizations. A significant majority of the organizations reviewed disclose disciplinary statistics on an annual basis and, of those organizations which undertake disciplinary activity, a significant majority disclose individual decisions. The LSUC is consistent with the most transparent organizations, by disclosing annual disciplinary statistics and disclosing disciplinary decisions. Adjudication Disclosure Annual Disclosure of Disciplinary Statistics 73% 15% 12% 3% Individual Disclosure of Disciplinary Cases 61% 30% 6% Yes Partial No N/A GOVERNANCE PRACTICES REVIEW

29 It is also common practice for organizations to have a formal review process for complaints. While the complaint review process is not strictly an adjudicative function, it is ancillary to the adjudicative process and is described by many organizations in the comparator group as a step in the process for addressing complaints. We have considered it in our review and discussion of adjudicative processes. Consistent with the majority of the organizations reviewed, the LSUC follows this practice through its Complaints Review Commissioner. Most of the organizations reviewed have a formal process that parties can access if they are dissatisfied with a decision to dismiss a complaint. Reviews of decisions to dismiss a complaint are largely undertaken by staff or committees that were not involved in the initial consideration of the complaint. In some instances, however, dissatisfied parties may seek reviews from completely independent bodies. For instance, parties can seek a review of a complaint dismissed by the medical regulators in Ontario from the independent Health Professions Appeal and Review Board (see the Ontario College of Physicians and Surgeons, the College of Nurses of Ontario and the Royal College of Dental Surgeons of Ontario). Parties can seek a review from the Public Accountants Council of Ontario of a complaint dismissed by the Chartered Professional Accountants of Ontario, a review from the appropriate Legal Services Commission of complaints dismissed by the Law Society of New South Wales or the New South Wales Bar Association, and a review from a Legal Complaints Review Officer of a complaint dismissed by the Lawyers Standards Committees of the New Zealand Law Society. 3% Complaints Review Process 85% 12% Yes No N/A 26 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 404

30 Methodology GOVERNANCE PRACTICES REVIEW

31 Purpose of Governance Practices Review Hansell LLP was retained by the LSUC to provide advice as to governance practices across comparable organizations in various jurisdictions, to support the work of the LSUC's Governance Task Force. In order to prepare that advice, Hansell LLP developed a list of benchmarking factors and comparable jurisdictions to study. We prepared our list of comparable organizations with a view to creating a sample across disciplines and jurisdictions. The list is weighted to organizations in other Canadian jurisdictions, but with a sample from other Commonwealth jurisdictions to provide a sense of governance models used in similar organizations elsewhere. Data Collection & Sources Generally, we have used only disclosure published by the organizations themselves or by the governments of the organizations' respective jurisdictions. In certain instances we have consolidated data points for ease of analysis or approximated data based on limited disclosure. Data points requiring specific emphasis in this respect include: Number of Staff Where no disclosure has been provided regarding this data point, we have collected the organization's self-disclosed size bucket from its LinkedIn profile. Number of Board and Committee Meetings Typically, this number reflects the number of meetings held in the most recently disclosed fiscal year. Where the number of meetings has not been disclosed, however, we have included the usual number of meetings held per year as disclosed by the organization or, failing that, the required number of meetings per the organization's by-laws. Committees In the interest of providing a concise report focused on governance practices, we have generally profiled only those committees related to key governance functions (e.g. governance committees, audit committees, remuneration committees). Operational committees relating to the regulated profession have generally been omitted. Committee Membership In cases where the number and/or type of committee members have not been clearly disclosed, we have relied on required minimum or maximum membership sizes prescribed in by-laws or committee terms of reference. 28 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 406

32 Terminology & Other Notes Unless otherwise noted, the Chair of a board is the same role as that of President of the board (the latter being the more archaic terminology). "Members" refers to all of the members of the organization, while members of the board or Council are referred to as "directors" or "Councillors." The term "director" is used in column headings throughout this report regardless of whether an organization calls its governing body a board, a Council, or something else. In assessing disclosure practices, the term "By-Laws" is used to refer to various governing documents, including constitutions, rules, or charters, and may refer to legislation where all of an organization's governing documents are enshrined therein. The initials "N/D" are a short form indicating that we have not identified any meaningful and reliable disclosure with respect to a particular point of inquiry. Comparator Group The comparator group used for this project has been created with the intention of creating a professionally and geographically diverse universe of organizations comparable to the LSUC. It comprises 33 professional association organizations from Canada, the United Kingdom, Australia, and New Zealand. Some organizations operate at a national/federal level, while others are subnational. The LSUC is excluded from the 33 organizations in the comparator group. Note that the federal Australian organization is also active in and subject to legislation in New Zealand. Professions covered by these associations include lawyers (solicitors, barristers, and fused), accountants, engineers, teachers, doctors, nurses, and dentists: Dentists, 1 Teachers, 2 Lawyers Fused 4 Lawyers Solicitors 4 Lawyers Barristers 3 Doctors 5 Nurses 3 Accountants 6 Engineers 5 GOVERNANCE PRACTICES REVIEW

33 30 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 408

34 Organization Profiles 409

35 32 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 410

36 Law Society of Upper Canada Mandate/Mission Governs Ontario's lawyers and paralegals in the public interest by ensuring that the people of Ontario are served by lawyers and paralegals who meet high standards of learning, competence and professional conduct. Organization Info How constituted Legislation (Law Society Act) Jurisdiction Ontario (Canada) Members 56,675 Member Type(s) Lawyers (49,040) and Paralegals (7,635) Staff 558 Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes Partial Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

37 LAW SOCIETY OF UPPER CANADA Board Info Board Name Board Officers: Convocation (comprised of directors known as Benchers) Treasurer (who, per the by-laws, is the president and head of the Society). Director Types Number Allowed Number on Board The Treasurer and the Attorney General for Ontario (ex officio) 2 2 Lawyers elected based on geographic representation (20 from Toronto, 20 from regional districts outside of Toronto) Paralegals elected based on professional subcategory 5 5 Lay persons appointed by the Lieutenant Governor of Ontario in Council 8 8 Other Ex Officio Benchers (see below) N/A 37 (15 participate) Honorary emeritus Benchers (see below) N/A 3 Total At least Board Meetings Term Length Term Limits Once per month excepting March, July, August and December, unless otherwise directed by the Treasurer. Ten meetings were held in Four years. The Board is not staggered (i.e. all elected Benchers are elected at the same time every four years). 12 years for elected Benchers The Treasurer is elected for a one-year term but by tradition the Treasurer runs un-opposed for a second year, such that there is a two-year term by tradition. Chair Process Elected by the Benchers from among the elected Benchers. 34 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 412

38 LAW SOCIETY OF UPPER CANADA Remuneration Other Notes Benchers are remunerated $580 per full day and $350 per half day. Remuneration is proposed to increase to $585 per full day and $355 per half day for Treasurer is entitled to receive an honorarium in an amount determined by Convocation from time to time. Ex Officio Benchers include: The current Treasurer, who may vote in Convocation to break a tie; The Attorney General for Ontario, who has full voting rights in Convocation; Past-Treasurers who held that office prior to January 1, 2010, who may vote in Convocation; Elected Benchers who had served for at least 16 years as of June 1, 2015, who may participate in debate but not vote in Convocation and may vote in Committees; Attorneys General for Ontario who held that office prior to January 1, 2010, who may participate in debate but not vote in Convocation and may vote in Committees; Honorary emeritus Benchers include: Past-Treasurers who held that office since January 1, 2010, who may participate in debate; Elected Benchers who have served for at least 12 years and who are not ex officio benchers, who have no rights in Convocation. While there are currently 8 honorary Benchers, only 3 are entitled to participate in Convocation. The Act also provides that, if they are members of the LSUC, the Minister of Justice and Attorney General for Canada and the Solicitor General for Canada are ex officio Benchers. There is no indication that any federal official takes a currently role as Bencher, however. Adjudication Adjudication functions are exercised through Committees and the LSUC Tribunal: Committee Name Complaints Resolution Commissioner Tribunal Committee Tribunal Role Review Oversees Tribunal Discipline The LSUC reviews and considers all complaints. Complaints are reviewed and considered initially by the Complaints Services department. If the complaint is within the LSUC's GOVERNANCE PRACTICES REVIEW

39 LAW SOCIETY OF UPPER CANADA jurisdiction and has merit, the Complaints Services department will refer it to the Professional Regulation Division to conduct an investigation. The Complaints Services Department or Professional Regulation Division may close a complaint or resolve the issue with a remedial solution. Complainants dissatisfied with their complaint being closed may seek a review from the Complaints Resolution Commissioner. Where a complaint is not closed or addressed with a remedial solution, it may proceed to a hearing before the LSUC Tribunal. The Tribunal operates with an 'independent' (non-bencher) chair, with two elected bencher vice-chairs, one for the Hearing Division and one for the Appeal Division. The Tribunal recently moved to its premises away from the LSUC offices at Osgoode Hall. The Tribunal, including the chair, has approximately 92 members. Benchers serve as adjudicators on the Tribunal (52 in total), together with a number of non-bencher lawyers and paralegals, and non-licensee adjudicators. The Tribunal Committee approves policy options on all matters relating to the Law Society Tribunal, including the development or preparation of practice directors, an adjudicator code of conduct, publication protocols for tribunal decisions and adjudicator professional development. Board & Governance Committees Audit and Finance Committee N/D The Audit and Finance Committee receives the interim and annual financial statements of the Society and its subsidiaries and engages with the auditor; reviews the integrity and effectiveness of the financial operations including periodic program review; drafts the annual budget of the Society, including incorporating the operations of its subsidiaries and any special budgets outside the annual cycle; provides guidance on the allocation of resources and financial policy options; ensures the Society's programs have clearly articulated objectives and identifies performance standards; reviews periodically the Law Society's programs to determine compliance with program objectives and whether there is cost-effective use of funds; administers the pension plan for the employees of the Society. The Treasurer s September 2016 memorandum to the Committee provides a number of goals and their expected timeline for submission before the Benchers. No specific membership requirements have been identified. Notes: According to the by-laws, the performance of any duty, or the exercise of power, by the Audit and Finance Committee under any Act relevant to its role is not subject to the approval of Convocation. 36 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 414

40 LAW SOCIETY OF UPPER CANADA Compensation Committee 5 5 (100%) 0 (0%) N/D N/D N/D Current membership includes the Treasurer, three elected Benchers, and one appointed Bencher. GOVERNANCE PRACTICES REVIEW

41 LAW SOCIETY OF UPPER CANADA 38 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 416

42 Alberta Law Society of Alberta Mandate/Mission Serve the public interest by promoting a high standard of legal services and professional conduct through the governance and regulation of an independent legal profession, and upholding the rule of law. Organization Info How constituted Legislation (Legal Profession Act, 2000) Jurisdiction Members Member Type(s) Staff Alberta (Canada) 11,782 members, including 9,678 active lawyers and 2,104 inactive lawyers. Lawyers 143 Law Society and Alberta Lawyers Insurance Association employees budget provides for 124 full-time equivalent staff (2016: 131). Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary No Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

43 LAW SOCIETY OF ALBERTA Board Info Board Name Board Officers: Board of Directors (also known as the Benchers) President, President-Elect, and Treasurer Director Types Lawyers elected by members based on geographic representation (three electoral districts) Number on Board 20 Appointed by the Minister of Justice and Solicitor General 4 Total 24 Board Meetings Term Length Term Limits Chair Process Remuneration 5 meetings per year 3 years. Terms are not staggered (i.e. the society holds one election every three years). Yes maximum of three terms regardless of whether consecutive. The President-Elect is elected by the Benchers at the last meeting of the year and elected as President by the members of the society at the AGM. The election by the Board of the President-Elect is conducted by secret ballot where more than one candidate is nominated. The Society's rules provide the Audit Committee with the authority to set allowances and expense reimbusement policies. These policies have not been disclosed. The minister may pay living and travelling expenses to LG-appointed Benchers. 40 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 418

44 LAW SOCIETY OF ALBERTA Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Conduct Committee Appeal Committee Professional Responsibility Committee Practice Review Committee Role Complaints and Discipline Appeal (complainant) Final Appeal and Review Fitness to Practise Complaints are initially screened by the Society's Information Assessment Counsel, a staff member who determines whether to initiate the disciplinary process, dismiss the matter, or direct the matter to other forms of resolution. Issues which appear to pose significant risk will be forwarded to the Council's Conduct Committee, which investigates the complaint and may issue disciplinary decisions. Dismissed complaints may be appealed to the Appeal Committee, and decisions from this process may be appealed to the Alberta Court of Appeal. In addition, where the Chair of the Conduct Committee is of the view that one of the aforementioned Committees erred in dismissing a complaint, he or she, together with the Professional Responsibility Committee, may order that the matter be re-examined. The Practice Review Committee addresses fitness to practice related issues. The Society's Tribunal Office supports the adjudication Committees in their work. Board & Governance Committees Audit and Finance Committee 13 6 (46%) 7 (54%) N/D Monitor the financial affairs of the Law Society including oversight of the audit of the annual financial statements. Review the Law Society annual business plan and budget and recommend to the Board. Act on behalf of the Board in regard to the review of quarterly interim financial results and investment performance. Set or recommend fees and costs payable by lawyers as required and as prescribed by the Rules; and make recommendations to the Board concerning financial matters. The Audit and Finance Committee will review the draft audited financial statements of the Society for each fiscal year and, on completion of the review will submit the financial statements of the Society to the Benchers for their approval with any changes recommended by the Committee. At least five members, and the Executive Director is an ex officio member, All members must be independent of the management of the society and financially literate as defined in National Instrument GOVERNANCE PRACTICES REVIEW

45 LAW SOCIETY OF ALBERTA Executive Committee 7 (up to 8) 7 (100%) 0 (0%) N/D Supervise the general administration of the business and affairs of the Society and to counsel and instruct the Executive Director with respect to those matters. Determine policy on any matter arising between meetings of Benchers, which in the opinion of the Committee requires immediate consideration. Determine the remuneration payable to the Executive Director. Determine the remuneration payable to the officers and employees of the Society other than the Executive Director, except to the extent that the power to do so is delegated to the Executive Director. No specific reporting requirements have been identified other than as implied above. President (Chair), President-Elect, four other Directors from among the elected Directors, and one LGappointed Director. The Immediate Past President of the society is also a Committee member while remaining in office as a Director. Governance Committee Make recommendations to the Executive Committee and the Board on issues of Board authority, processes, decision making and accountability. Ensure the Law Society s CGP [sic] remains current and effective. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. Notes: This Committee is currently in abeyance. 42 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 420

46 LAW SOCIETY OF ALBERTA Nominating Committee 4 3 (75%) 1 (25%) N/D Recommend to the Board individuals for appointment to Committees and to other bodies as Committee members or representatives. When additional people are required to staff a task force or sub-committee, make recommendations to the Board to fill vacant positions from the list of practicing lawyer applicants who were not appointed to a Committee. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. Pension Committee 4 2 (50%) 2 (50%) N/D Oversee the administration of the employee pension plans of the Law Society in accordance with the applicable pension legislation. Make recommendations to the Executive Committee related to changes in governance, funding and fund investment policies and other plan documents. Regularly review pension fund financial statements, actuarial valuations and investment performance. Oversee the ongoing administration of the pension plans by Law Society management. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. GOVERNANCE PRACTICES REVIEW

47 LAW SOCIETY OF ALBERTA 44 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 422

48 College of Physicians & Surgeons of Alberta Mandate/Mission Under the Health Professions Act, the College has the responsibility and privilege of regulating the medical profession in the service of Albertans. Organization Info How constituted Legislation (Health Professions Act, 2000) Jurisdiction Alberta (Canada) Members 10,330 Member Type(s) Physicians Staff 81 Public Disclosure Committee Composition No By-Laws Yes Board Meeting Minutes Partial Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

49 COLLEGE OF PHYSICIANS & SURGEONS OF ALBERTA Board Info Board Name Board Officers: Council President, Vice-President Director Types Physicians elected by the members (no professional or geographic distinctions one vote per member per vacant seat) Number on Board 11 Appointed by the Lieutenant Governor of Alberta in Council 4 The Deans of the Faculties of Medicine of the Universities of Alberta and Calgary (or their designates) 2 Total 17 Board Meetings Term Length Term Limits Chair Process 4 meetings per year 3 years Yes Maximum two consecutive terms. One year cooling-off period. Elected by the Council. Remuneration $ per day for Councillors and Committee Chairs, $850 for Committee members. It is not excplicitly stated whether these fees are cumulative, but based on the layout it would appear that an individual can only claim one form of per diem fee. Invididuals may also claim overnight expenses of $300 and "mileage" of $0.54/km. Other Notes The by-laws note that the Deans of the Faculties of Medecin serve on an alternating basis. The College's website and 2015 Annual Report suggest that both Deans serve as members. In addition to the above, the Board includes a non-voting student observer. 46 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 424

50 COLLEGE OF PHYSICIANS & SURGEONS OF ALBERTA Adjudication Adjudication functions are exercised through tribunal Committees established by the College: Committee Name Complaint Review Committee & Hearing Competence Committee Role Dismissed complaints review Fitness to Practice The initial complaint process is conducted by the College's Complaints Director, who considers and investigates complaints. If the complaint Director deems the matter sufficiently serious, he or she may forward the matter to the College's Hearings Director to establish a hearing. The results of a hearing may be appealed to the Council, or to the Alberta Court of Appeal and Supreme Court. Hearings comprise two physician members and one public member. The Competence Committee is delegated responsibility for matters relating to a member's fitness to practice. Complaints dismissed by the College may be appealed to the Complaint Review Committee. Respondent members may appeal to the Alberta Court of Appeal. Board & Governance Committees Executive Committee N/D N/D N/D N/D Responsible for setting Council agenda, and for directing the business of Council between meetings based on provincial legislation and College bylaws. This Committee also reviews the performance of the College Registrar. N/D N/D Finance & Audit Committee N/D N/D N/D N/D Deals with finance issues related to governance of the College such as the annual budget, investment portfolio and pension statements. N/D N/D GOVERNANCE PRACTICES REVIEW

51 COLLEGE OF PHYSICIANS & SURGEONS OF ALBERTA Governance Committee N/D N/D N/D N/D N/D N/D N/D Notes: This Committee is provided for in the by-laws but is not elsewhere discussed. 48 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 426

52 College & Association of Registered Nurses of Alberta Mandate/Mission To serve the public by regulating registered nurses in order to promote and support safe, competent, ethical nursing care and providing progressive, innovative leadership that encourages professional excellence and influences health policy. Organization Info How constituted Legislation (Health Professions Act) Jurisdiction Alberta (Canada) Members 39,305 Member Type(s) Practicing members (37,922) Non-practicing members (1,383), including associate (905), retired (439), student (1), and limited temporary permit (38). Staff 51 to 200 Other Notes Membership excludes psychiatric nurses, licensed practical nurses, midwives, physicians and surgeons Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Partial Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

53 COLLEGE & ASSOCIATION OF REGISTERED NURSES OF ALBERTA Board Info Board Name Board Officers Provincial Council President, President-Elect Director Types The President and President-Elect elected by the members of the College generally Registered Nurses elected by their peers based on geographic representation Public health representatives appointed by the Lieutenant Governor of Alberta in Council Number on Board Total 18 Board Meetings Term Length Term Limits Chair Process Remuneration At least 3 times per year 2 years for the President and President-elect; 3 years for the Registered Nurse members of the Council Yes Maximum of two consecutive terms. The President-Elect serves in that office for two years, after which time he or she becomes the President. Councillors should arrange to have their employers maintain salary and benefits. Alternatively, the college will pay these Councillors a per diem of $150 for 4 hours or less and $275 for over 4 hours. The President receives a maximum of $125,000 per annum, plus a Presidential Activities Allowance of $6,000 annually. In addition to the above, Councillors are reimbursed for direct expenses. Other Notes In addition to the above, the CEO is a non-voting member of the Provincial Council. 50 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 428

54 COLLEGE & ASSOCIATION OF REGISTERED NURSES OF ALBERTA Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Hearing Tribunal Complaint Review Committee Appeals Committee Competence Committee Role Discipline Appeals (complainant) Appeals (member) Fitness to Practice Complaints are received by the Complaints Director and investigated by staff of the College. Following an investigation, the Complaints Director may dismiss the complaint or refer the matter to a Hearing Tribunal delegated by the Council to address disciplinary issues. Complaints dismissed by the Complaints Director may be appealed by the complainant to the Complaint Review Committee. Matters referred to the Hearing Tribunal will be determined by settlement or hearing. Decisions of the Tribunal on a contested hearing may be appealed to the Appeals Committee and a decision of the Appeals Committee may be appealed, by the respondent nurse only, to the Alberta Court of Appeal. The Council has delegated responsibility to address fitness to practice issues to the Competence Committee. Board & Governance Committees Provincial Executive Committee 4 4 (100%) 0 (0%) As requested by the President The Committee shall administer affairs of the College between meetings of Provincial Council, receive appeals of any decision made by the Nominations Committee by a candidate for election to CARNA and respond to the appeal within seven calendar days, and act on any other matters delegated to it by Provincial Council. President (Chair), President-Elect and two other Councillors appointed by the Council. In addition to the above, the CEO participates as a non-voting member of the Committee. The Committee shall report its actions to the full Council at the next regular meeting. GOVERNANCE PRACTICES REVIEW

55 COLLEGE & ASSOCIATION OF REGISTERED NURSES OF ALBERTA Finance, Audit and Pension Committee 6 6 (100%) 0 (0%) At least twice per year Primary responsibility for the financial reporting, budgeting, financial risk management and internal controls of CARNA is vested in management and bounded by approved Executive Limitations as established by Council. The primary responsibility of the Finance, Audit and Pension Committee is to assist Council in fulfilling its fiduciary responsibilities in areas of potential financial risk. The Committee shall report to Council through its Chair or an appointee of the Committee Chair. Reporting is done on a quarterly basis, and as necessary. On an ongoing basis, the Committee shall report any financial concerns to Council. The Committee shall provide a full annual financial audit report to Council at the next regular Council meeting, including any concerns arising from the audit process and the outcome of the audit. President-Elect (Chair), four Councillors appointed by Council with at least one being a publicly appointed Councillor, and one additional public Councillor with expertise in pensions, appointed by Council as an ex officio member, to inform pension discussions and decision making. Nominations Committee N/D 1 N/D N/D The Nominations Committee has responsibilities for facilitating recruitment to the Provincial Council. One elected Councillor serves as the Chair. Potential Committee members include: Past Presidents who have served in that role within the past 10 years, current members of the Provincial Council, former members of the Council, and nursing leaders from regions in which candidates are needed. The Chair of the Committee shall provide a formal report to the Council following the election, with highlights published in by the College. Notes: The College's website notes only the Committee's Councillor Chair as a present member. 52 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 430

56 Chartered Professional Accountants of Alberta Mandate/Mission To protect the public interest by educating and regulating the competency and ethical standards of its members, and promoting the value of the CPA designation. Organization Info How constituted Legislation (Chartered Professional Accountants Act, 2014) Jurisdiction Alberta (Canada) Members 28,178 Member Type(s) Chartered Professional Accountants Staff 113 Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

57 CHARTERED PROFESSIONAL ACCOUNTANTS ALBERTA Board Info Board Name Board Officers: Board of Directors Chair, Vice-Chair, Second Vice-Chair. Director Types Members of the Society elected by their peers (no professional or geographic distinctions one vote per member per vacant seat) Number on Board 9 Appointed by the Lieutenant Governor of Alberta in Council 3 Total 12 Board Meetings Term Length Term Limits Chair Process N/D 3 years Yes Maximum of two consecutive terms. One year cooling-off period. This term limit does not apply if the Director is seeking election as Chair. Elected by the Board. Remuneration LG-appointed Councillors are remunerated as determined by the Lieutenant Governor of Alberta in Council. No disclosure has been provided regarding elected Directors. Adjudication Adjudication functions are exercised through tribunal Committees established by the board: Committee Name Complaints Inquiry Committee Discipline and Appeal Tribunal Practice Review Committee Role Complaints Discipline and Appeal Fitness to Practice Complaints are received by the Secretary of the Complaints Inquiry Committee (CIC). The CIC is a Committee of the board, while the Secretary is an employee of the Association. The Secretary reviews the matter and may forward it to the Chair of the CIC. If the CIC dismisses the complaint, the complainant may appeal the dismissal to an Appeal Tribunal. If the CIC determines that the matter should proceed, it refers allegations on unprofessional conduct to the Discipline Tribunal. Either the CIC or the respondent may appeal the matter to an Appeal 54 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 432

58 CHARTERED PROFESSIONAL ACCOUNTANTS OF ALBERTA Tribunal, with a further right of appeal to the Alberta Court of Appeal. The board has also established a Practice Review Committee which addresses fitness to practice matters. Board & Governance Committees Audit and Risk Committee 3 3 (100%) 0 (0%) N/D Bylaws and Rules Committee (14%) 6 (86%) N/D Governance Committee: 3 3 (100%) 0 (0%) N/D Human Resources Committee 3 3 (100%) 0 (0%) N/D Other than the names of each Committee and its and members, no meaningful disclosure has been identified regarding the organization's Committees. GOVERNANCE PRACTICES REVIEW

59 CHARTERED PROFESSIONAL ACCOUNTANTS ALBERTA 56 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 434

60 Association of Professional Engineers & Geoscientists of Alberta Mandate/Mission Regulate the practices of engineering and geoscience to serve the public interest in Alberta. Organization Info How constituted Legislation (Engineering and Geoscience Professions Act, 2000) Jurisdiction Alberta (Canada) Members 76,423 Member Type(s) Professional Engineers Professional Geoscientists Engineers and Geoscientists in Training Other membership types including Restricted Practitioners, Examinees, Students, University Students, and Honorary Members. Staff 130 Other Notes The APEGA is currently working with the provincial government toward an overhaul of the Engineering and Geoscience Professions Act, 2000, which governs the society and its professionals. Details can be found in the society's 2016 Annual Report, page 6. Public Disclosure Committee Composition No By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

61 ASSOCIATION OF PROFESSIONAL ENGINEERS & GEOSCIENTISTS OF ALBERTA Board Info Board Name Board Officers: Director Types Council President, President-Elect, Vice-President, and immediate Past President (or his or her designee) Number on Board Members of the Association elected by fellow members (no professional or geographic distinctions one vote per member per vacant seat) 16 Appointed by the Lieutenant Governor of Alberta in Council 3 Total 19 Board Meetings 4-5 Term Length Term Limits Chair Process Remuneration Other Notes 3 years No Association members vote for a Vice-President from a list of three nominee Vice-Presidents. The Vice-Presidential nominee receiving the highest number of votes becomes the President-Elect and is submitted for general election as the sole Presidential nominee at the next meeting. The nominee receiving the second-highest number of votes becomes the Vice-President. Nominees shall have served on Council. Councillors are reimbursed for out of pocket expenses. The President is paid an undisclosed honorarium. LG-appointed Councillors may receive remuneration determined by the Minister. Observers from national organizations Engineers Canada and Geoscientists Canada attend meetings but do not vote, participate in Committee work, or serve as Councillors. The elected Councillors must include at least two professional engineers and two professional geoscientists. If the number of elected Councillors exceeds 20, an additional Councillor will be appointed by the LG, with an additional LG-appointed Councillor being added for every subsequent 10 elected Councillors. 58 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 436

62 ASSOCIATION OF PROFESSIONAL ENGINEERS & GEOSCIENTISTS OF ALBERTA Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Investigative Committee Discipline Committee Appeal Board Practice Review Board Role Complaints Discipline Appeal Fitness to Practice Complaints are received by the Investigations Department, which coordinates the Association's investigation process. The Investigations Department is directed by the Council's Investigative Committee. Panels of the Committee work with staff to review complaints. Settlements may be reached and submitted to the Discipline Committee for approval. If a settlement is not reached, and the Investigative Committee determines there are sufficient grounds, the matter will be referred to the Discipline Committee. The Practice Review Board addresses issues related to a member's fitness to practice. The decision of any board or Committee may be appealed to the Association's Appeal Board, and may be further appealed to the Alberta Court of Appeal. Board & Governance Committees Audit Committee Minimum of 6 Minimum of 4 Minimum of 1 N/D Assists Council with its oversight responsibility. The Committee monitors the financial health of APEGA and helps mitigate risk. No specific reporting requirements have been identified other than as implied above. Required positions include one LG-appointed Councillor with accredited financial training and/or relevant financial professional experience (if no LG-appointed member is available, an expert will be consulted, as required) and at least three Councillors with financial literacy through accredited training and/or relevant professional experience. In addition, the Committee's members include a non-voting staff advisor appointed by the Registrar and CEO, who shall be the Association's Director, Corporate Services unless directed otherwise. GOVERNANCE PRACTICES REVIEW

63 ASSOCIATION OF PROFESSIONAL ENGINEERS & GEOSCIENTISTS OF ALBERTA Executive Committee 5 4 (80%) 1 (20%) N/D Provides organizational leadership between Council meetings at the principal level. Council is solely responsible for governing the affairs of APEGA s membership in keeping with the expectation of its stakeholders. No specific reporting requirements have been identified other than as implied above. The President, President-Elect, Vice-President, Past President, and, ex officio, the CEO Governance Committee 6 Minimum of 5 (83%) Maximum of 1 (17%) N/D Advises Council on governance of APEGA, including the effectiveness of Council and Council s policies. No specific reporting requirements have been identified other than as implied above. The Committee has six positions, of which only five have been clearly defined: the President, Past President, and three Councillors, one of whom must be an LG-appointed Councillor. Nominating Committee Minimum of 11 Minimum of 3 (27%) Minimum of 8 (73%) N/D Selects the best possible slate of potential candidates for election to Council. No specific reporting requirements have been identified other than as implied above. A minimum of 11 members including the Past President as Chair and at least two other Council members who are leaders in academia, business, and industry and are skilled at strategic thinking. Notes: Board size and Director/non-Director proportions above represent the by-law minimum requirement. Disclosure relating to current actual membership has not been identified. 60 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 438

64 Alberta Teachers' Association Mandate/Mission The Alberta Teachers' Association, as the professional organization of teachers, promotes and advances public education, safeguards standards of professional practice and serves as the advocate for its members. Organization Info How constituted Legislation (Teaching Profession Act, 2000) Jurisdiction Alberta (Canada) Members 47,486 Member Type(s) Teachers (Full-time: 31,665; Part-time: 4,516; Substitute: 5,710) Active Memberships on Leave of Absence (2,354) Students (2,580) Associate memberships (offered to teachers working in certain roles outside of public grade schools) (661) Staff Other Notes 163 (36 executive staff, 48 intermediate staff, and 79 clerical staff) In describing its governance structure (see the Overview page on the Association's website), the Association places significant emphasis on the Annual Representative Assembly (ARA), rather than the Provincial Executive Council (PEC, i.e. the board), as the organization's core body of governance. The ARA is "the Association's parliament," in which representative delegates from 54 local associations meet annually to make society policy. The PEC, on the other hand, is "an executive Committee that transacts the business of the Association between meetings of the [ARA]." Despite this division of power, the PEC represents a more suitable comparator in terms of governance practices because of its role managing the operation of the organization. As such the following focuses on the PEC rather than the ARA. GOVERNANCE PRACTICES REVIEW

65 ALBERTA TEACHERS' ASSOCIATION Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes Partial Annual Disclosure of Disciplinary Yes (detailed annual activity summary) Statistics Committee Terms of Reference No Individual Disclosure of No Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No Board Info Board Name Board Officers: Director Types Provincial Executive Council President, two Vice-Presidents, immediate Past President. Number on Board Officers (President, two Vice-Presidents, and the elected generally by the members of the association Past President) 4 Elected by the members within districts outlined in by-laws 15 Executive Secretary (non-voting member) 1 Total 20 Board Meetings Term Length Term Limits Chair Process Remuneration 10 meetings in 2015 over 17 days (8 regular and two special) 2 years. Terms are not staggered (i.e. the society holds one election every two years). No The President and Vice-Presidents are elected for two-year terms by a vote of the members of the society on a provincial basis. The immediate Past President also serves in that role for two years. The Annual Representative Assembly may vote to provide remuneration to the Council. No details have been disclosed regarding current remuneration. In addition, Councillors are reimbursed for reasonable expenses. 62 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 440

66 ALBERTA TEACHERS' ASSOCIATION Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Professional Conduct Committee Complainant Appeal Committee Professional Conduct Appeal Committee Professional Practice Review Committee Role Complaints Appeal (complainants) Appeal (members) Fitness to Practice The Executive Secretary receives complaints and determines whether to dismiss, escalate, or otherwise resolve the matter. Dismissed complaints may be appealed to the Complainant Appeal Committee. Escalated complaints are referred to a hearing of the Professional Conduct Committee. The respondent member or the Provincial Executive Council may appeal the decision of the Professional Conduct Committee to the Professional Conduct Appeal Committee. There is no appeal from the Professional Conduct Appeal Committee. The Professional Practice Review Committee addresses issues relating to fitness to practice. Board & Governance Committees Finance Committee 8 6 (75%) 2 (25%) 7 Review the Association s financial statements, to make recommendations concerning the Association s financial position, to cost the program budget referred to it by Provincial Executive Council and to prepare a consolidated budget for consideration by Council and subsequent submission to the Annual Representative Assembly. The Committee reviews resolutions that have financial implications and assigns an appropriate cost figure to each for consideration at the Assembly. The Committee also advises Council on investment matters, determines the amount that the Association charges its subgroups and others for printing, and recommends fees for evaluating teacher qualifications and providing other Association services. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. GOVERNANCE PRACTICES REVIEW

67 ALBERTA TEACHERS' ASSOCIATION Table Officers Committee 5 5 (100%) 0 (0%) 8 The Table Officers Committee acts on matters referred to it by Provincial Executive Council, takes action in emergencies or when time is of the essence, and deals with administrative matters delegated to it by Council. In essence, the Committee appears to be equivalent to the Executive Committees of other societies. President, Vice-Presidents, Past President, Executive Secretary No specific membership requirements have been identified. 64 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 442

68 British Columbia Law Society of British Columbia Mandate/Mission The Law Society of British Columbia regulates the legal profession in BC, protecting the public interest in the administration of justice by setting and enforcing standards of professional conduct for lawyers. It ensures the public is well served by legal professionals who are honourable, competent and independent. It also brings a voice to issues affecting the justice system and the delivery of legal issues. Organization Info How constituted Legislation (Legal Profession Act) Jurisdiction British Columbia (Canada) Members 14,294 Member Type(s) Lawyers (practicing: 11,668; retired: 1,041; non-practicing: 1,585) Canadian Legal Advisors (N/D) Staff 190 Other Notes Canadian Legal Advisors refers to members of the Chambre des notaires du Québec who have transferred to British Columbia. Note that while Committee minutes per se are not disclosed, the Society does maintain an intutitive and helpful register of all papers and reports produced by its Council Committees. GOVERNANCE PRACTICES REVIEW

69 LAW SOCIETY OF BRITISH COLUMBIA Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes Partial Annual Disclosure of Disciplinary Yes (Committee reports) Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No Board Info Board Name Officers: Director Types Benchers President, First-Vice-President, Second Vice-President Number on Board Elected by lawyers from nine regions across British Columbia 25 Lay persons appointed by the Lieutenant Governor of British Columbia in Council 6 The Attorney General of British Columbia 1 Total 32 Board Meetings Term Length Term Limits Chair Process Remuneration 9 per year 2 years. Terms are not staggered (i.e. the society holds one election every two years). Yes seven year maximum, regardless of whether consecutive The Benchers elect a Second Vice-President, who becomes the First Vice- President the subsequent year and then becomes President in the year following. The officers are remunerated but the fee schedules have not been disclosed. The other Benchers are volunteers, although available disclosure indicates that they are reimbursed for expenses. 66 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 444

70 LAW SOCIETY OF BRITISH COLUMBIA Notes: Although the Attorney General is a member of the Society, in practice the Deputy Attorney General attends board meetings on the former's behalf. Benchers who are unable to continue to serve due to the term limit become Life Benchers. While the Life Benchers of the Society have similar entitlements to those at the LSUC, the Society does not include the Life Benchers in its catalogue of Benchers on its website or annual report, describing them instead in terms of an honorific role. As such, they have not been included above. Adjudication Adjudication functions are exercised through tribunal Committees established by the Benchers: Committee Name Complainants' Review Committee Discipline Committee Practice Standards Committee Role Appeal (complainants) Discipline Fitness to Practice Complaints are initially received and investigated by the Law Society staff. If the matter is deemed sufficiently serious, it will be forwarded on to the Discipline Committee for review and decision about appropriate disciplinary action. The Discipline Committee may dismiss a complaint, take informal disciplinary steps or refer the matter to a public hearing before the Law Society Tribunal. A complainant may appeal a decision to dismiss a complaint to the Complainants Review Committee. The Benchers have also established the Practice Standards Committee, which addresses fitness to practice issues. Board & Governance Committees Act and Rules Committee 3 3 (100%) 0 (0%) N/D The Act and Rules Committee recommends amendments to the Legal Profession Act and Law Society Rules. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. GOVERNANCE PRACTICES REVIEW

71 LAW SOCIETY OF BRITISH COLUMBIA Executive Committee 7 7 (100%) 0 (0%) N/D Provides direction and oversight for the strategic and operational planning of the Law Society and develops agendas for Bencher meetings to ensure that the Benchers exercise their oversight, regulatory and policy development responsibilities. The Executive Committee is accountable and reports directly to the Benchers as a whole. The President and both Vice-Presidents, three other Benchers elected by the Board, the Second Vice- President-Elect if he or she was not elected as part of the three Benchers previously mentioned, and, at the last regular meeting of the year, one additional Bencher appointed by the Benchers. Finance and Audit Committee 9 8 (89%) 1 (11%) N/D The Finance and Audit Committee provides oversight over the financial affairs of the Law Society. The Committee provides recommendations on the annual fees, reviews the annual budgets, and periodically reviews the financial and investment results as needed. In addition, the Committee oversees the external audit process, recommends the approval of the audited financial statements to the Benchers, and provides oversight over the internal controls and enterprise risk management of the Law Society. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. Governance Committee 7 7 (100%) 0 (0%) N/D The Governance Committee assesses the Law Society s current governance structure and practices to identify any areas for improvement. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. 68 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 446

72 College of Physicians & Surgeons of British Columbia Mandate/Mission The College of Physicians and Surgeons of British Columbia regulates the practice of medicine under the authority of provincial law. All physicians who practice medicine in the province must be registrants of the College. The College s overriding interest is the protection and safety of patients. The role of the College is to ensure physicians meet expected standards of practice and conduct. Organization Info How constituted Legislation (Health Professions Act 1996) Jurisdiction British Columbia (Canada) Members 12,671 Member Type(s) Physicians Staff 51 to 200 Other Notes The College's public disclosure includes a detailed Board Governance Policy Manual including Board and Committee terms of reference. Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes Partial Annual Disclosure of Disciplinary Yes (thorough annual disclosure) Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

73 COLLEGE OF PHYSICIANS & SURGEONS OF BRITISH COLUMBIA Board Info Board Name Board Officers: Board President, Vice-President, Treasurer Director Types Number on Board Physician members elected from regional districts 10 Public members appointed by the Ministry of Health 5 Total 15 Board Meetings Term Length Term Limits Chair Process 5 meetings, each over three days 4 years. Elections are held biennially for half of the Board at a time. No The Board officers are elected by the Board from among its own number. The College's governance manual notes that "To ensure that all candidates are assessed annually based on consideration of current expertise and experience of individual candidates, there will not be automatic succession of vice-president to president or treasurer to vicepresident." Remuneration Other Notes Board members are entitled to a daily honorarium for attendance at meetings. Costs associated with travel and necessary per diem expenses are also paid in accordance with Board policy. Elected Board members do not represent physicians in a particular district, nor are they permitted to advocate for the profession. 70 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 448

74 COLLEGE OF PHYSICIANS & SURGEONS OF BRITISH COLUMBIA Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Inquiry Committee Discipline Committee Quality Assurance Committee Role Complaints Discipline Fitness to practice Results of the investigation are forwarded to the College s Inquiry Committee, which determines whether or not to dismiss the matter, refer it to the Discipline Committee, or otherwise resolve the matter. The Discipline Committee will dismiss a matter or make a finding and issue penalties. Orders of the Discipline Committee can be appealed to the British Columbia Supreme Court. Complainants may appeal a decision of the College to the Health Professions Review Board, a statutory administrative tribunal independent of the College charged with reviewing certain decisions made by the self-governing colleges of designated health professions in British Columbia. This board is comprised entirely of individuals appointed by the LG of British Columbia in Council. The board has also established a Quality Assurance Committee which addresses fitness to practice matters. Board & Governance Committees Executive Committee 6 6 (100%) 0 (0%) N/D The Executive Committee considers policy and operational issues of significance, and can make such decisions on behalf of the Board, between Board meetings. The Executive Committee, after each meeting, will provide a written report to the Board. Members include the President, Vice-President and Treasurer and three additional members who demonstrate knowledge of the functions and responsibilities of the College and have served on the Board for a minimum of six months. At least two of these three additional Committee members must be Ministry-appointed Board members. GOVERNANCE PRACTICES REVIEW

75 COLLEGE OF PHYSICIANS & SURGEONS OF BRITISH COLUMBIA Finance and Audit Committee 8 5 (63%) 3 (38%) N/D The purpose of the Finance and Audit Committee is to assist the Board in fulfilling its oversight responsibilities of the College by reviewing and approving operational and significant capital budgets, interim and annual financial information, external and internal audit reports, systems of financial control which have been established by management, and by recommending the auditors and approving related fees. The Finance and Audit Committee, after each meeting, will provide a written report to the Board. Must include at least three elected Board members and two appointed Board members, the treasurer and, if consisting of more than five persons, at least one-third of its members must be public representatives. Where possible, a Board member will be appointed to Chair the Committee. Human Resources and Governance Committee 5 5 (100%) 0 (0%) At least 3 per year Provide vision and direction to the College regarding human resources specifically regarding risk management, and the ongoing development of policies and procedures, and ensure that the Board fulfills its responsibilities through appropriate governance policies and training programs. The Human Resources and Governance Committee, after each meeting, will report to the Board. Two appointed and three elected Board members which must include the President. The President will be the Chair of the Committee. Notes: This Committee is outlined in the Board Governance Policy Manual but is not elsewhere discussed. 72 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 450

76 COLLEGE OF PHYSICIANS & SURGEONS OF BRITISH COLUMBIA Nominating Committee 2 to 3 100% 0% As required Consulting with Board members on a confidential basis to identify those members willing to stand for election as officers or Executive Committee members. Preparing biographical summaries of the candidates background and relevant experience, and distributing these to Board members at the beginning of the election process during the May Board meeting. Determining the form of the election ballot and distributing election ballots to Board members at the time of the election. Consulting with all Board members on a confidential basis regarding prospective candidates for appointment to the standing Committees of the College and, based on that consultation, selecting appointees to such Committees. Reports to the Board in May of each year. At least two and no more than three members of the Board who have a broad knowledge and awareness of the affairs of the College and the functions of the Board and its Committees. Appointed annually by the Board. At least one elected and one appointed Board member. In addition, in the event of an unexpected vacancy with more than one year remaining in the term of the vacant seat, a Committee will be established comprising the President, the Past President, one elected member, and one appointed member to identify a roster of potential replacement candidates for submission to the Board. Notes: This Committee is outlined in the Board Governance Policy Manual but is not elsewhere discussed. GOVERNANCE PRACTICES REVIEW

77 COLLEGE OF PHYSICIANS & SURGEONS OF BRITISH COLUMBIA 74 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 452

78 College of Registered Nurses of British Columbia Mandate/Mission Under provincial legislation (Health Professions Act), it is the duty of the CRNBC to protect the public through the regulation of registered nurses, nurse practitioners, and licensed graduate nurses. Organization Info How constituted Legislation (Health Professions Act) Jurisdiction British Columbia (Canada) Members 42,033 Member Type(s) Various membership categories are identified, including registered nurses (39,818), RN-certified practice (1,033), nurse practitioners (369), licensed graduate nurses (56), and employed student nurses (757). In addition, these categories have subcategories (e.g. practicing, non-practing, provisional). Grandfathered categories are also noted in the by-laws. Only practicing registered nurses and practicing nurse practitioners may be elected to the Board. Licensed graduates, provisional members, and non-practicing members may vote in elections (in addition to the electable classes). Staff 80+ Other Notes The College, in collaboration with the The College of Registered Psychiatric Nurses of BC and the College of Licensed Practical Nurses of BC, is working to develop a unified regulatory body for all nurses in BC. GOVERNANCE PRACTICES REVIEW

79 COLLEGE OF REGISTERED NURSES OF BRITISH COLUMBIA Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary No Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No Board Info Board Name Board Officers Board Chair, Vice-Chair Director Types Members of the society elected by their peers based on geographic representation (three each from two districts: rural and urban) Members of the society elected by their peers as Councillors-at-Large (i.e. without geographic representation) Number on Board 6 3 Public representatives appointed by the Minister of Health 4 Total 13 Board Meetings 4 to 6 Term Length Term Limits Chair Process Remuneration 3 years Yes maximum of six consecutive years. One year cooling-off period. Elected by the Board from among its members, by a majority vote Board members are remunerated for time spent on College business and reimbursed for direct expenses. 76 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 454

80 COLLEGE OF REGISTERED NURSES OF BRITISH COLUMBIA Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Inquiry Committee Discipline Committee Quality Assurance Committee Role Complaints Discipline Fitness to Practice Results of the investigation are forwarded to the College s Inquiry Committee, which determines whether or not to dismiss the matter, refer it to the Discipline Committee, or otherwise resolve the matter. The Discipline Committee will dismiss a matter or make a finding and issue penalties. Orders of the Discipline Committee can be appealed to the British Columbia Supreme Court. Complainants may appeal a decision of the College to the Health Professions Review Board, a statutory administrative tribunal independent of the College charged with reviewing certain decisions made by the self-governing colleges of designated health professions in British Columbia. This Board is comprised entirely of individuals appointed by the LG of British Columbia in Council. The Board has also established a Quality Assurance Committee which addresses fitness to practice matters. Board & Governance Committees Finance and Audit Commitee 7 4 (57%) 3 (43%) 2-3 Advises the Board on the needs of the College in regard to financial administration and the financial implications of Board decisions. Considers the application of legislative, regulatory and other financial requirements to the College; and financial risk management and audit issues related to the administration of the College. At least six persons, including at least two Board members (one elected and one appointed) and at least two non-directors. The Committee recommends, for Board approval, financial policies essential to the financial administration of the College. GOVERNANCE PRACTICES REVIEW

81 COLLEGE OF REGISTERED NURSES OF BRITISH COLUMBIA Nominations Committee 4 0 (0%) 4 (100%) N/D The Committee must implement the procedure established by the registrar for obtaining nominations for elected Board member offices, review all nominations received, determine whether submitted nominations comply with applicable eligibility requirements, and use reasonable efforts to obtain at least one candidate for each vacant elected Board member office. Three registered nurses and nurse practitioners and one person who is not a member of the College (which includes, but need not be, an government-appointed member). Must present a slate of nominations to the Board Chair and the Registrar. 78 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 456

82 Chartered Professional Accountants British Columbia Mandate/Mission CPABC enhances the influence, relevance, and value of the Canadian CPA profession by protecting the public interest, supporting its members and students and contributing to economic and social development. Organization Info How constituted Legislation (Chartered Professional Accountants Act) Jurisdiction British Columbia (Canada) Members 39,431, including CPAs (34,157) and students (5,274) Member Type(s) The Act provides for member classes including Chartered Professional Accountants (including Fellows), Associate Members, Technologist Members, and other classes of members established by by-law. Section 4 of the Society's by-laws provide that students may also be members. Staff 51 to 200 Public Disclosure Committee Composition No By-Laws Yes Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

83 CHARTERED PROFESSIONAL ACCOUNTANTS BRITISH COLUMBIA Board Info Board Name Board Officers: Board of Directors Chair, First Vice-Chair, Second Vice-Chair, Treasurer Director Types Number on Board Elected by the members based on geographic representation. 15 Public representatives appointed by the Provincial Government 3 Total 18 Board Meetings Term Length Term Limits Chair Process Remuneration Other Notes 6to 8 per year 3 years Yes Maximum two consecutive terms. This term limit does not apply if the Director is seeking election as the Chair or Vice-Chair. Elected by the Board from among its number. There is no remuneration for Board members, although travel costs and other direct expenses are reimbursed. Note that the inaugural Board of Directors was appointed by the Government of British Columbia following the June 24, 2015 coming into force of the Chartered Porfessional Accountants Act, Any member of the society may vote for any nominee regardless of their geographic region up to the maximum number of Directors to be elected. 80 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 458

84 CHARTERED PROFESSIONAL ACCOUNTANTS BRITISH COLUMBIA Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Investigation Committee Disciplinary Committee Public Practice Committee Role Complaints Discipline Fitness to Practice A valid complaint received by the Society staff will be referred to the Investigation Committee to determine whether to dismiss or investigate the complaint. If a dismissal is recommended, two non-cpa Committee members will review this decision. If the Committee determines that an investigation is appropriate, an Investigator will be appointed who will investigate the matter and report to the Committee. The Committee may then dismiss the complaint, refer the matter to the Disciplinary Committee, or otherwise resolve the matter. Respondent members may appeal the decision of the Disciplinary Committee to the Supreme Court of British Columbia. The Public Practice Committee is tasked with matters relating to members' fitness to practice. Board & Governance Committees Audit Committee N/D N/D N/D N/D The Audit Committee reviews the annual financial statements and recommends them to the Board of Directors for its approval. N/D N/D GOVERNANCE PRACTICES REVIEW

85 CHARTERED PROFESSIONAL ACCOUNTANTS BRITISH COLUMBIA Bylaws Committee N/D N/D N/D 1-2/year Review the Act, Bylaws, Bylaw Regulations, Code of Professional Conduct and Guidance, and to recommend amendments to the Board. The Committee has one to two half day in-person meetings per year, and may occasionally have short teleconference meetings. Must advise the Board on issues relating to proposed amendments to the Society's governing documentation. Members of the Society with a strong ability to interpret the governing documentation and analyze proposed amendments to them. Executive Committee At least 4 At least 4 N/D N/D Subject to any directions or restrictions specified by the Board, the Executive Committee is authorized to exercise all of the powers and perform all of the duties of the Board except those powers which may only be exercised by the Board itself. N/D The Board Chair, Board Vice Chairs and Treasurer, and any other members appointed by the Board. In addition, the President (i.e. CEO) and Secretary are non-voting members. 82 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 460

86 Professional Engineers and Geoscientists of British Columbia Mandate/Mission Regulates and governs the engineering and geoscience professions under the authority of the Engineers and Geoscientists Act. The association is charged with protecting the public interest by setting and maintaining high academic, experience and professional practice standards for its members. Its mission is to support and promote the engineering and geoscience professions as a trusted partner and progressive regulator that serves the public good. Organization Info How constituted Legislation (Engineers and Geoscientists Act) Jurisdiction British Columbia (Canada) Members 32,968 Member Type(s) Professional Engineers (23,266) Professional Geoscientists (1,753) Engineers (4,892) and Geoscientists (326) in training Other minor categories (2,731) Staff 80 Notes: The Association is seeking changes to its constating statute, including governance changes to enhance governance efficacy. GOVERNANCE PRACTICES REVIEW

87 PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF BC Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Partial Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No Board Info Board Name Officers: Council President, Vice-President, immediate Past President Director Types Number on Board The President, Vice-President, and immediate Past President 3 Members of the society elected by the members (no professional or geographic distinctions one vote per member per vacant seat) 10 Appointed by the Lieutenant Governor of British Columbia in Council 4 A member of a faculty of Applied Science, Engineering, or Geoscience in British Columbia appointed by the Council (see note) Total 17 Board Meetings Term Length Term Limits Chair Process Remuneration 6 meetings per year 2 years (the President and Vice-President serve for one year each). Half of the Board is elected each year. No Elected generally by the members of the Association. The by-laws provide that the Council shall decide their remuneration, but no further disclosure has been identified. 84 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 462

88 PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF BC Other Notes The slate of nominees submitted by the Nominating Committee to the Council is based on the nominees' areas of practice. The by-laws define six areas of practice, and the slate of nominees must include at least one nominee from each area. If none of the elected members are members of an engineering faculty, the by-laws provide that the Council must appoint someone who meets this criterion. Currently, at least one Councillor is a member of such a faculty. Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Investigation Committee Discipline Committee Practice Review Committee Role Complaints Discipline Fitness to Practice As outlined in sections 28 to 46 of the Engineers and Geoscientists Act, complaints are received by the Registrar of the Association, who may forward the matter to the Investigation Committee, directly refer the matter to the Discipline Committee or the Practice Review Committee, or submit the matter to another member to review. The Investigation Committee may dismiss a referred matter, forward it to the Discipline Committee for a formal hearing or to the Practice Review Committee, or otherwise resolve the matter. The Practice Review Committee addresses issues relating to fitness to practice. Respondent members may appeal decisions of the Discipline Committee to the Supreme Court of British Columbia. GOVERNANCE PRACTICES REVIEW

89 PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF BC Board & Governance Committees Audit Committee 5 5 (100%) 0 (0%) N/D Oversees the association's external audit, financial and risk management affairs and internal controls. No specific reporting requirements have been identified other than as implied above. No specific membership requirements have been identified. Executive Committee 5 5 (100%) 0 (0%) N/D Among other things, acting on behalf of Council on matters relating to the overall administrative, financial, human resources, operational and national affairs of the Association requiring action between regular meetings of Council. Must report to Council on such actions for information or ratification. The President, Vice-President, and Past President, one elected Councillor and one appointed Councillor (both elected by the full Council), and any additional Councillors as may be recommended by the President or the Executive Committee and ratified by Council. Governance Committee 4 4 (100%) 0 (0%) N/D N/D N/D No specific membership requirements have been identified. 86 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 464

90 PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF BC Nominating Committee 14 1 (7%) 13 (93%) N/D The Committee's mandate relates to the selection of members of the Association to be nominated for Council positions. The Committee must submit a slate of nominees to the Council. The immediate Past President is Chair of the Committee (or an individual appointed by the Council if the immediate Past President is unable to serve). Other than the immediate Past President, no member of the Council may serve on the Committee. The other members include 8 non-councillors appointed by the geographic branches of the Association on a rotational basis and 3 additional members appointed by the Council (traditionally, these have been the Past President, a PGeo licenseholder, and a member endorsed by the Association of Consulting Engineering Companies British Columbia). GOVERNANCE PRACTICES REVIEW

91 PROFESSIONAL ENGINEERS AND GEOSCIENTISTS OF BC 88 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 466

92 Ontario College of Physicians & Surgeons of Ontario Mandate/Mission The duties of the College include issuing certificates of registration to doctors to allow them to practice medicine, monitoring and maintaining standards of practice through peer assessment and remediation, investigating complaints about doctors on behalf of the public, and conducting discipline hearings when doctors may have committed an act of professional misconduct or may be incompetent. Organization Info How constituted Legislation (Medicine Act, 1991, Health Professions Procedural Code, and Regulated Health Professions Act, 1991) Jurisdiction Ontario (Canada) Members 40,243 Member Type(s) Staff Other Notes Physicians 401 (375 full time and 26 part time) Public disclosure includes a Governance Process Manual including general Council terms of reference and Committee details. Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

93 COLLEGE OF PHYSICIANS & SURGEONS OF ONTARIO Board Info Board Name Board Officers: Council President, Vice-President, Past President Director Types Number on Board Elected by members on a geographic basis 16 Appointed by the Lieutenant Governor of Ontario in Council 15 Appointed by six Ontario university medical faculties in rotation 3 Total 34 Board Meetings Term Length Term Limits Chair Process Remuneration Other Notes 4to 5 per year 3 years Yes Maximum of nine consecutive years. Secret ballot of Councillors. Runoff election by the Councillors until majority. $960 per diem, $1,020 for the Vice-President, $1,242 for the President. Fees are not cumulative one per Councillor. The six Ontario universities alternate appointing full voting members. At any one time, three appointees are full voting members and three appointees are non-voting representatives. 90 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 468

94 COLLEGE OF PHYSICIANS & SURGEONS OF ONTARIO Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Inquiries, Complaints & Reports Committee Discipline Committee Fitness to Practice Committee Role Complaints Discipline Fitness to Practice Upon receiving a complaint, College staff will validate and initially try to resolve the matter. If it is not resolved, staff will begin investigating the matter on behalf of the Inquiries, Complaints & Reports (ICR) Committee and refer the matter to the ICR Committee. Following an investigation, the ICR Committee may dismiss the matter, refer it to the Discipline Committee, or otherwise resolve the matter. Either the complainant or the respondent member may appeal the decision of the ICR Committee to the Health Professions Appeal and Review Board, an independent statutory adjudication body. The Council has also established a Fitness to Practice Committee. Appeals of decisions of the Discipline or Fitness to Practice Committee may be made by the respondent member to the Divisional Court of Ontario. Board & Governance Committees Compensation Committee 5 5 (100%) 0 (0%) N/D The Compensation Committee shall assist the Executive Committee in reviewing the performance of the Registrar and in setting the compensation of the Registrar. Must report to the Executive Committee. Members must include the President, Vice-President, Past President, the Chair of the Finance Committee, and a member of the Executive Committee appointed by the LG. Notes: This Committee is noted in the by-laws, but not identified on the website. GOVERNANCE PRACTICES REVIEW

95 COLLEGE OF PHYSICIANS & SURGEONS OF ONTARIO Executive Committee 6 6 (100%) 0 (0%) 7 The Executive Committee may exercise all the powers and duties of the Council with respect to any matter that, in the opinion of the Executive Committee, requires attention between meetings of the Council. No specific reporting requirements have been identified other than as implied above. Members must include the President and Vice-President, two Councillors appointed by the LG, the Past President, and one member of the College who is a Councillor (or, if the Past President is unwilling or unable to serve on the Executive Committee, two members of the College one or both of whom are Councillors). Notes: Four hours prep time per meeting (plus one hour of s prior to each meeting). Meeting time is seven hours per meeting. In addition, approximately four one-hour teleconferences are held throughout the year. Finance Committee 7 7 (100%) 0 (0%) 3 The Finance Committee is responsible for reviewing the financial affairs of the College and reporting directly to Council. It reviews such matters as investment policy, control of assets, the auditor's report and the College's overall financial position. Reports to the Council. Not specifiied. Notes: Two hours prep time per meeting. One meeting per year is full-day, and the other two are half-day. 92 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 470

96 COLLEGE OF PHYSICIANS & SURGEONS OF ONTARIO Governance Committee 6 6 (100%) 0 (0%) 5 The Governance Committee monitors the governance process adopted by Council and develops Governance policies and practices to ensure an effective system of governance. It also recommends to Council changes to governance processes and oversees the nominations process. This includes making recommendations to Council regarding the membership and leadership of College Committees. In addition, the Governance Committee nominates other officers, officials or other people acting on behalf of the College. N/D The President, the Vice-President, a Past President, one Councillor who is a member of the College and who is not a member of the Executive Committee, and two persons appointed to the Council by the Lieutenant Governor in Council who are not members of the Executive Committee. A Past President shall Chair the Governance Committee. Notes: Three hours prep time per meeting (eight hours for one nominations meeting). Meeting time is four to eleven hours, plus one full day meeting for Committee nominations, and additional two hour teleconferences as needed. GOVERNANCE PRACTICES REVIEW

97 COLLEGE OF PHYSICIANS & SURGEONS OF ONTARIO 94 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 472

98 College of Nurses of Ontario Mandate/Mission Regulating nursing in the public interest. Organization Info How constituted Legislation (Nursing Act, 1991, Health Professions Procedural Code, and Regulated Health Professions Act, 1991) Jurisdiction Ontario (Canada) Members 151,163 Member Type(s) Registered Nurses (RN) (104,401) Registered Practical Nurses (RPN) (44,195) Nurse Practitioners (2,567) Staff 51 to 200 Other Notes The Council is in the midst of a governance review which, if approved, would effect a number of changes including reducing the size of the Council to 12. Details can be found here. Committee terms of reference are disclosed on the College's website. Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

99 COLLEGE OF NURSES OF ONTARIO Board Info Board Name Board Officers: Director Types Council The President, a RN Vice-President, and a RPN Vice-President. Number on Board Registered Nurses elected based on geographical representation 14 Registered Practical Nurses elected based on geographical representation 7 Appointed by the Lieutenant Governor of Ontario in Council 16 Total 37 Board Meetings Term Length Term Limits 4 meetings per year 3 years Yes, however the exact limit is ambiguous, Section of the by-laws states that "No elected Councillor shall serve for more than two consecutive terms in that capacity." Section , however provides that "a member is not eligible for election as an elected Councillor if the member has been an elected Councillor, or an appointed Committee member, for three consecutive terms," subject to a three year cooling-off period. Chair Process Remuneration Secret ballot of Councillors. Runoff election until majority. Councillors are remunerated, but the schedule has not been disclosed. 96 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 474

100 COLLEGE OF NURSES OF ONTARIO Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Inquiries, Complaints and Reports Committee Discipline Committee Fitness to Practice Committee Role Complaints Discipline Fitness to Practice Upon receiving a complaint, College staff will determine whether the matter is better suited for the College's Alternative Dispute Resolution program (ADR). Any resolutions reached through ADR are ratified by the Inquiries, Complaints & Reports Committee (ICR). If it is not resolved via ADR, staff will begin investigating the matter on behalf of the ICR Committee and refer the matter to the ICR Committee. Following an investigation, the ICR Committee may dismiss the matter, refer it to the Discipline Committee, or otherwise resolve the matter. Either the complainant or the respondent member may appeal the decision of the ICR Committee to the Health Professions Appeal and Review Board, an independent statutory adjudication body. The Council has also established a Fitness to Practice Committee. Appeals of decisions of the Discipline or Fitness to Practice Committee may be made by the respondent member to the Divisional Court. Board & Governance Committees Elections and Appointments Committee 6 6 (100%) 0 (0%) N/D Dealing with disputes relating to elections of elected Councillors as provided in the by-laws. Making recommendations to Council on how to fill vacancies created by the death, resignation or disqualification of an elected Councillor. Preparing a list of members who are eligible to be appointed as appointed Committee members. Making recommendations to Council, at the March Council meeting or at such other times as Council or the Executive Committee may request, on the appointment of Councillors, appointed Committee members and other persons to Committees of the College. Preparing a list of members who are eligible to be appointed as appointed Committee members for use by the Executive Committee in the event a vacancy occurs in a Committee. Making recommendations to Council where there is no candidate declared for a Council officer position or insufficient candidates for the other positions on the Executive Committee. N/D Two RN Councillors, two RPN Councillors, and two LG-appointed Councillors. Notes: This Committee is mentioned in the by-laws but is not elsewhere discussed. GOVERNANCE PRACTICES REVIEW

101 COLLEGE OF NURSES OF ONTARIO Executive Committee 5 5 (100%) 0 (0%) N/D The Executive Committee provides leadership to Council, facilitates the efficient and effective functioning of Council and Committees, fulfils the statutory role of the Patient Relations Committee, and makes decisions between Council meetings. N/D President, both Vice-Presidents, and two LG-appointed Councillors. Notes: Under the proposed governance model, the Executive Committee would be eliminated. Under the current by-laws, the Executive Committee is the College's Patient Relations Committee (sometimes referred to as the Client Relations Committee) and it has all the power and authority of the Patient Relations Committee as conferred by the Regulated Health Professions Act. Finance Committee 8 7 (88%) 1 (12%) 4 meetings The Finance Committee advises Council on the financial affairs of the College, recommends fiscal policies (including by-laws related to financial matters) to Council, and monitors the implementation of fiscal policies. The President, both Vice-Presidents, one other RN Councillor, one other RPN Councillor, two LGappointed Councillors, and the Chair of the Sub-Committee on Compensation (which is a Sub- Committee of the Finance Committee) who is not currently a Councillor. Despite by-law requirements, available disclosure lists only 7 current members. Report at least four times a year to the Council on how the terms of reference are being met, providing Council with the information it requires to fulfill its fiduciary responsibilities. 98 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 476

102 COLLEGE OF NURSES OF ONTARIO Governance Committee (proposed) Support the Council in remaining attentive to changes in governance, steer evaluation processes, support the Council in identifying the competencies, and recommend the appointments of Council and Committee leadership N/A Would only include Councillors. Notes: This Committee is currently being proposed pursuant to an ongoing governance task force. Nominating Committee (proposed) Recommend appointments for Directors and Committee members who are not Directors, and address succession planning for those roles. To bring broad perspectives, the Committee will include Directors and individuals who are not Directors. N/A Would include Councillors and non-councillors. Notes: This Committee is currently being proposed pursuant to an ongoing governance task force. GOVERNANCE PRACTICES REVIEW

103 COLLEGE OF NURSES OF ONTARIO 100 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 478

104 Royal College of Dental Surgeons of Ontario Mandate/Mission The Royal College of Dental Surgeons of Ontario is the statutory governing body for dentists in Ontario that protects the public s right to quality oral health services by providing leadership and education to the dental profession in regulation. Organization Info How constituted Legislation (Dentistry Act, 1991, Health Professions Procedural Code, and Regulated Health Professions Act, 1991) Jurisdiction Ontario (Canada) Members 9,530 Member Type(s) Dentists Staff 51 to 200 Other Notes The College's by-laws include terms of reference for some key Committees. Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

105 ROYAL COLLEGE OF DENTAL SURGEONS OF ONTARIO Board Info Board Name Board Officers: Council President, Vice-President. Director Types Number on Board Elected by members from 12 electoral districts 12 Appointed by the Lieutenant Governor of Ontario in Council 11 Appointed by dental faculties at the University of Toronto and the University of Western Ontario 2 Total 25 Board Meetings Term Length Term Limits Chair Process Remuneration 3 to 4 per year 2 years. Terms are not staggered (i.e. the society holds one election every two years). Yes Maximum of four consecutive terms. Five year cooling-off period. Secret ballot of Councillors. Runoff election by the Councillors until majority. $1,060 per diem for Councillors, $1,270 for Committee Chairs, $1,565 for the President. Fees are not cumulative one per Councillor. Fee schedule is tied to conumer price index. 102 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 480

106 ROYAL COLLEGE OF DENTAL SURGEONS OF ONTARIO Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Inquiries, Complaints & Reports Committee Discipline Committee Fitness to Practice Committee Role Complaints Discipline Fitness to Practice Complaints received by the College are referred to one of the five panels of the Inquiries, Complaints and Reports (ICR) Committee. Following an investigation, the ICR Committee may dismiss the matter, refer it to the Discipline Committee, or otherwise resolve the matter. Either the complainant or the respondent member may appeal the decision of the ICR Committee to the Health Professions Appeal and Review Board, an independent statutory adjudication body. The Council has also established a Fitness to Practice Committee. Appeals of decisions of the Discipline or Fitness to Practice Committee may be made by the respondent member to the Divisional Court of Ontario. The College also has an alternative dispute resolution program (ADR). Any resolutions reached through ADR must be ratified by an ICR Committee Panel. Board & Governance Committees Audit Committee 4 4 (100%) 0 (0%) N/D The Audit Committee makes recommendations regarding the appointment and reappointment of auditors and reviews reports from the Director of Finance and Administration. It has the responsibility of reviewing and acting on the College s annual audited financial statements, and presenting the results of any recommendations to Council. It also reviews the per diems of Committee members. The Audit Committee shall report to Council at least once per year. The President, two elected Councillors, and one LG-appointed Councillor GOVERNANCE PRACTICES REVIEW

107 ROYAL COLLEGE OF DENTAL SURGEONS OF ONTARIO Executive Committee 5 5 (100%) 0 (0%) N/D The Committee has all the power of the Council between meetings. If the Executive Committee exercises a power of the Council, it shall report on its actions to the Council at the Council s next regular meeting. The President, Vice-President, two LG-appointed Councillors, and an additional Councillor. Finance, Property and Administration Committee 4 4 (100%) 0 (0%) N/D The Finance, Property, and Administration Committee studies and makes recommendations to Council or the Executive Committee regarding the financial and property requirements of the College, prepares and reviews the annual budget and presents it to Council and recommends fees. The Finance, Property and Administration Committee shall report to Council at least once per year. The President, two elected Councillors, and one LG-appointed Councillor Legal and Legislation Committee 5 5 (100%) 0 (0%) N/D The Legal and Legislation Committee drafts amendments to College regulations and by-laws, as directed by the College s Council and/or Executive Committee. It is composed of both dentists and public members, all of whom are members of the College s Council. No specific reporting requirements have been identified other than as implied above. The President, three elected Councillors, and one LG-appointed Councillor 104 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 482

108 Chartered Professional Accountants of Ontario Mandate/Mission CPA Ontario protects the public interest by ensuring its members meet the highest standards for integrity and expertise. CPA Ontario serves and supports its more than 80,000 members and approximately 20,000 students in their qualification and professional development. Certified General Accountants (CGAs), Certified Management Accountants (CMAs) and Chartered Accountants (CAs) are now unified under the Chartered Professional Accountant (CPA) designation. Chartered Professional Accountants work in a wide range of senior positions in public accounting, business, finance, government, not-for-profits and academia. Organization Info How constituted Legislation (Chartered Professional Accountants of Ontario Act, 2017) The above act, which formally amalgamated the CAs, CGAs, and CMAs, was adopted and given Royal Assent on May 17, Jurisdiction Ontario (Canada) Members 87,625 Member Type(s) Chartered Professional Accountants Staff 300 Public Disclosure Committee Composition No By-Laws Yes Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary No Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

109 CHARTERED PROFESSIONAL ACCOUNTANTS OF ONTARIO Board Info Board Name Board Officers: Council Chair, Vice-Chair, Secretary, Treasurer Director Types Members elected by members (no professional or geographic distinctions one vote per member per vacant seat) Number on Board 16 Appointed by the Lieutenant Governor of Ontario in Council 4 Total 20 Board Meetings Term Length Term Limits Chair Process Remuneration At least 4 meetings per year 3 years None for Councillors. The Chair is not eligible for reelection, and other officers may serve in a given office for a maximum of six years, regardless of whether consecutive or not. Elected by the Councillors from among the Council. By-laws prohibit remuneration other than out of pocket reimbursement for Councillors, an honourarium for LG-appointed Councillors, and a stipend for the Chair. Other Notes The Council will be reduced to 15 elected members following the 2017 AGM. In addition to the above, the Council includes a non-voting youth representative. 106 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 484

110 CHARTERED PROFESSIONAL ACCOUNTANTS OF ONTARIO Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Professional Conduct Committee Discipline Committee Capacity Committee Appeal Committee Role Complaints Discipline Fitness to Practice Appeals Association staff receive and review complaints which are then referred to the Professional Conduct Committee (PCC). The PCC may choose to investigate the matter, dismiss the matter, or otherwise resolve the matter. Following an investigation, the PCC may refer the matter to the Discipline Committee. A complainant dissatisfied with the PCC's decision may appeal the matter to the independent Reviewer of Complaints. If the complainant is licensed to practice public accounting, they may also refer the matter to the Public Accountants Council of the Province of Ontario. The complainant member or the PCC may appeal a decision of the Discipline Committee to the Appeal Committee. The Council has also established a Capacity Committee which addresses matters relating to members' fitness to practice. Board & Governance Committees Audit Committee N/D N/D N/D N/D Responsible for liaising with the auditors and addressing matters relating to the financial statements of CPA Ontario. N/D N/D GOVERNANCE PRACTICES REVIEW

111 CHARTERED PROFESSIONAL ACCOUNTANTS OF ONTARIO Finance Committee N/D N/D N/D N/D Responsible for overseeing the financial management and the internal financial reporting policies and practices of CPA Ontario. N/D N/D Governance and Nominating Committee N/D N/D N/D N/D Responsible for all governance matters and documents, and overseeing the nominations and elections processes of CPA Ontario. N/D N/D 108 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 486

112 Professional Engineers Ontario Mandate/Mission The principal object of the Association is to regulate the practice of professional engineering and to govern its members, holders of certificates of authorization, holders of temporary licences, holders of provisional licences and holders of limited licences in accordance with the Professional Engineers Act, the regulations and the by-laws in order that the public interest may be served and protected Organization Info How constituted Legislation (Professional Engineers Act) Jurisdiction Ontario (Canada) Members 80,576 Member Type(s) Professional Engineers Engineers in training Staff Other Notes 106 (105 full time and 1 contractor) Public disclosure includes a robust Councillor's manual and full Committee terms of reference. Public Disclosure Committee Composition No By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes Yes Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

113 PROFESSIONAL ENGINEERS ONTARIO Board Info Board Name Board Officers: Director Types Council President, President-Elect, Immediate Past President, a Vice-President elected generally by the members and a Vice-President appointed by the Councillors from among themselves. Number on Board Regional Councillors elected by members in geographic districts 10 Councillors-at-Large (3), the President-Elect, and the one VP elected by members generally Engineers and lay persons appointed by the Lieutenant Governor of Ontario in Council The President, elected at the previous meeting, and the immediate Past President, elected two meetings ago 5 8 currently (up to 12) 2 Total 25 (up to 29) Board Meetings Generally 4 times per year. 6 meetings are scheduled for fiscal Term Length Term Limits Chair Process Remuneration Other Notes 2 years No however, the Council currently has a task force examining the issue of term limits. The President-Elect is directly elected by the members and becomes President the following year. By-laws prohibit remuneration other than out of pocket reimbursement. While the required members of Committees (e.g. number of members, officeholders and types of Councillors required) are disclosed, current individual members are not. 110 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 488

114 PROFESSIONAL ENGINEERS ONTARIO Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Complaints Committee Discipline Committee Complaints Review Councillor Fees Mediation Committee Role Complaints Discipline Other Mediation Upon receipt of a complaint, a staff investigator working under the direction of the Complaints Committee will conduct an investigation. The investigator may retain an independent engineer/consultant to review the matter. The matter is then referred to the Complaints Committee, which must consider all complaints that are duly filed. The Complaints Committee may dismiss the matter, refer the matter to the Discipline Committee, or otherwise resolve the matter. Every matter referred to the Discipline Committee must receive a hearing. The decision of the Discipline Committee may be appealed to the Divisional Court of Ontario by either the respondent member or the PEO. The decision of the Complaints Committee is final. If the matter is dismissed, the complainant may ask the Complaints Review Councillor (CRC) to review this decision. The CRC is a Councillor appointed by the LG in Council. An application to the CRC is not an appeal. The CRC is prohibited under section 26(4) of the Act from inquiring into the actual merits of any particular complaint. As such, a review of the treatment of a complaint is a review of the procedures followed from the receipt of a complaint, to the disposition of the complaint by the Complaints Committee, and to the ultimate notification of this decision to the complainant. The Complaints Committee's decision will stand regardless of the content of the CRC's report (should the CRC choose to review the matter). The Council has also established a Fees Mediation Committee, tasked with resolving disputes between members and their clients regarding fees. GOVERNANCE PRACTICES REVIEW

115 PROFESSIONAL ENGINEERS ONTARIO Board & Governance Committees Audit Committee 7 4 (57%) 3 (43%) 4 Responsible for coordinating and monitoring the annual financial audit. Presents to Council annually in March, a report on the review of financial results and financial statements by the Audit Committee. In addition, the Committee must report to Council matters which come to the attention of the Committee which are considered material or relevant. A minimum of four members must be Councillors and one to three other members may be non- Councillor members of the Association. Central Election and Search Committee 5 5 (100%) 0 (0%) 4 Committee that encourages members to seek nomination for election to the Council as Presidentelect, Vice-President or a Councillor-at-large; assists the Chief Elections Officer; receives and responds to complaints regarding the procedures for nominating, electing and voting for members to the Council. N/D The penultimate Past President, the Immediate Past President, the President, and two other past or current members of the Council. Executive Committee 7 7 (100%) 0 (0%) 3 to 4 Acts as a steering and priority-setting Committee for PEO activities and policy development. Minutes of the Executive meeting shall be included in the Council agenda after they have been ratified by the Executive Committee. The Action Log from the meeting shall be sent to members of Council within three business days after the completion of the meeting. The Committee shall include the President, President-Elect, immediate Past President, the elected Vice-President, the Council Appointed Vice-President, and one or more other members of the Council. 112 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 490

116 PROFESSIONAL ENGINEERS ONTARIO Finance Committee 7 4 (57%) 3 (43%) 4 Committee that recommends PEO financial policies to Council for approval, oversees the annual budget development process, and reviews financial forecasts. The Chair shall submit a report to Council as required. The Chair shall submit an annual report, not later than January 15th of each year to the Council of the activities of the Committee. Shall comprise four Councillors (one of whom must be a member of the Executive Committee) and three non-councillor members of the association. Members are expected to have background or working experience in accounting, finance, and investment Human Resources Committee 5 5 (100%) 0 (0%) 6 Committee that conducts the recruitment process and reviews the performance and salary for the position of Registrar. It also acts as mediator when resolution cannot be achieved between staff, Registrar and Councillors. Members are assigned from current members of Council. The Chair shall submit regular reports to Council. By virtue of the confidential and/or sensitive nature of its information and deliberations, the Committee will normally operate in-camera and will report in summary only. Shall comprise the President, Past President, President-Elect, and two other Councillors. Legislation Committee 7 7 (100%) 0 (0%) 12 Committee that provides oversight and guidance to matters pertaining to the Professional Engineers Act, Regulations and by-laws. Not specified - case by case. Comprises five Councillors. In addition, the President and President-Elect are ex officio members. GOVERNANCE PRACTICES REVIEW

117 PROFESSIONAL ENGINEERS ONTARIO 114 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 492

118 Ontario College of Teachers Mandate/Mission The College s mandate is to regulate and govern the teaching profession in Ontario in the best interests of the public. Organization Info How constituted Legislation (Ontario College of Teachers Act, 1996) Jurisdiction Ontario (Canada) Members 243,204 Member Type(s) Teachers Staff 51 to 200 Public Disclosure Committee Composition Yes By-Laws Yes Board Meeting Minutes Yes Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Disciplinary Yes Statistics Committee Terms of Reference No Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

119 ONTARIO COLLEGE OF TEACHERS Board Info Board Name Board Officers: Council Chair and Vice-Chair. Director Types Number on Board Regionally representative teachers elected by local members 12 English public teachers (one elementary, one secondary) elected by peers English Catholic teachers (one elementary, one secondary) elected by peers French Catholic teachers (one elementary, one secondary) elected by peers A French public teacher elected by peers 1 A Principal/Vice-Principal, a Supervisory Officer, a Private School teacher, and a Faculty of Education member elected by peers 4 Appointed by the Lieutenant Governor of Ontario in Council 14 Total 37 Board Meetings Term Length Term Limits Chair Process Remuneration 4-6 meetings per year 3 years. Terms are not staggered (i.e. the society holds one election every three years). Yes Maximum of seven consecutive years, with a three-year cooling-off period. Secret ballot of Councillors. Runoff election until majority. LG-appointed Councillors are remunerated as determined by the LG of Ontario in Council. Other Councillors are reimbursed for out of pocket expenses. 116 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 494

120 ONTARIO COLLEGE OF TEACHERS Adjudication Adjudication functions are exercised through tribunal Committees established by the Council: Committee Name Investigation Committee Discipline Committee Fitness to Practice Committee Role Complaints Discipline Fitness to Practice Upon receiving a complaint, College staff investigate the matter. The matter is then referred to the Investigation Committee, which may dismiss the matter, refer it to the Discipline Committee, refer it to the Fitness for Practice Committee, or otherwise resolve the matter. Decisions of the Discipline Committee and Fitness to Practice Committee may be appealed by the respondent member to the Divisional Court. Board & Governance Committees Executive Committee 9 9 (100%) 0 (0%) 4 Conducts College business between Council meetings. Reviews Committee reports and items coming before Council and makes recommendations as appropriate. Presents reports on policy initiatives to Council. Establishes ad hoc Committees as necessary and appoints members to special and ad hoc Committees and fills Committee vacancies when they occur. If acting on behalf of the Council, the EC must submit a report at the next meeting. Otherwise, annual reporting duties are limited to specified areas. The Chair, Vice-Chair, seven Committee Chairs, and, if necessary, additional elected or appointed Councillors to ensure that at least two elected or appointed Councillors are included on the Committee. GOVERNANCE PRACTICES REVIEW

121 ONTARIO COLLEGE OF TEACHERS Finance Committee 5 5 (100%) 0 (0%) N/D Advises Council on College finances and functions as Audit Committee. Reviews and decides disposition of College investments. Reviews and makes recommendations about College budget. Recommends appointment of College auditor. The Finance Committee shall monitor and report to Council on the financial activities of the College and shall recommend to Council an annual budget, the appointment of an auditor and the annual audited financial statements. The Finance Committee shall report at least semi-annually to the Council. Three elected Councillors and two LG-appointed Councillors. Governance Committee 7 7 (100%) 0 (0%) N/D Provides guidance on issues of governance and risk management. Ensures that the Council and the College function in accordance with the relevant legislation and regulations and the bylaws of the College. Ensures that Council fulfils its fiduciary responsibilities. Various duties related to reporting to and otherwise assisting the Council. Four elected Councillors, and three LG-appointed Councillors. The Vice-Chair must be included in the foregoing. Human Resources Committee 5 5 (100%) 0 (0%) 3 to 4 Provides ongoing advice to the Registrar and Council on human resources policies and programs. Monitors salary administration. Advises Council on the process for hiring the Registrar and Deputy Registrar. Advise the Council on the process for hiring the Registrar and Deputy Registrar and make recommendations to Council regarding the Human Resources policies of the College. Three elected Councillors, and two LG-appointed Councillors. The Chair must be included in the foregoing. 118 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 496

122 Québec Barreau du Québec (Bar of Québec) Mandate/Mission To ensure the protection of the public, the Barreau du Québec oversees professional legal practice, promotes the rule of law, enhances the image of the profession and supports members in their practice. Organization Info How constituted Legislation (Act respecting the Barreau; Professional Code) Jurisdiction Québec (Canada) Members 26,512 Member Type(s) Lawyers Staff 260 Public Disclosure Committee Composition Yes (French only) By-Laws Yes (constating act) Board Meeting Minutes No Annual Report Yes (French only) Committee Meeting Minutes No Annual Disclosure of Yes Disciplinary Statistics Committee Terms of Reference No Individual Disclosure of Disciplinary Cases Yes (via CanLii) Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

123 BARREAU DU QUÉBEC Board Info Board Name Board Officers: Director Types Board of Directors (Conseil d'administration) The Bâtonnier (equivilent to the Chair/President) and two Vice-Presidents (each must come from a different section than the Bâtonnier). Number on Board Bâtonnier of the Province of Québec 1 Members of the Montréal section elected by their peers 4 Members of the Québec section (includes Québec City and surrounding area) elected by their peers Members of the other 13 sections comprising the Barreau elected by their peers (a rotation schedule among these sections is outlined in the Act) Representatives of the public appointed by the Office des professions du Québec Total 16 Board Meetings Between June 2015 and March 2016, the Board met in person on 17 days and disclosed telephone, , or virtual meetings on 41 days. Term Length Term Limits Chair Process Remuneration Other Notes 2 years Yes Maximum two terms with a two year cooling-off period. This limit also applies to Officer positions, save that the cooling-off period does not apply to the office of Bâtonnier which is subject to a hard limit. Generally elected by the members of the Society. The Bâtonnier must have been a member of the Board of Directors for at least one year, in addition to other restrictions. Fee schedules have not been disclosed. However, during fiscal 2016 the Bâtonnier received $308,600, the Vice-Presidents $25,000, and the Directors collectively $264,690. If no Director has served for 10 years or less, an additional Director meeting that criterion will be appointed. 120 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 498

124 BARREAU DU QUÉBEC Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Disciplinary Committee Complaints Review Committee Professional Inspection Committee Role Discipline Review (complainants) Investigation Complainants may seek a review from the Complaints Review Committee of a decision by the Trustee's Office to dismiss a complaint. The Complaints Review Committee may dismiss the review, refer a matter to the Disciplinary Committee directly or refer a matter back to the Trustee's Office for further work or referral from the Trustee to the Disciplinary Committee. Decisions of the Disciplinary Committee may be appealed to the provincial Professions Tribunal. The Barreau has also established a Professional Inspection Committee to monitor the practice of law in the Province and investigate professional competence. Board & Governance Committees Executive Committee 11 N/D N/D 4 Per the Professional Code, the Executive Committee shall see to the day-to-day administration of the order s affairs and may exercise all the powers delegated to it by the Board of Directors. However, the power to make regulations, to establish operating rules for the Board of Directors or the Executive Committee, to appoint a Trustee or to designate the members of the Disciplinary Council, or the powers conferred by section 85.2 and the first and third paragraphs of section 86.1 may not be delegated to the Executive Committee by the Board of Directors. Per the Professional Code, the Board of Directors shall establish the procedure for keeping the Board of Directors informed of the activities of the Executive Committee. Committee membership requirements have not been identified. Currently, the Committee comprises the Bâtonnier of the Barreau (ex officio per the Professional Code), the Vice-President, the Immediate Past Bâtonnier, the Bâtonniers of the Québec and Montréal bars, five elected Directors and a Director appointed by the Office des professions du Québec. GOVERNANCE PRACTICES REVIEW

125 BARREAU DU QUÉBEC Finance and Audit Committee N/D N/D N/D N/D N/D N/D N/D Governance and Ethics Committee 4 3 (75%) 1 (25%) To ensure that the Barreau du Québec maintains the highest standards of quality and effectiveness in terms of governance and ethics. Areas of focus for the Committee include the governance and ethics rules applicable to members of the various bodies of the Law Society and senior executives and the evaluation of the Board, its Committees, and senior management. The Committee's terms of reference offer no specific reporting requirements other than those implied by its duties. Three to five Directors including the Vice-President and a Director appointed by the Office des professions du Québec. The Committee Chair is appointed by the Board. The Committee may appoint ad hoc members for specific issues. The Committee's current composition includes an additional three ad hoc members serving for the sole purpose of a particular file. The Secretary of the Barreau sits on the Committee ex officio. 122 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 500

126 Collège des médecins du Québec (College of Physicians of Québec) Mandate/Mission Assesses the competence of future physicians and their fitness to practice medicine; ensures and promotes the maintenance of physician competence; evaluates and oversees physicians professional practice; receives and responds to complaints from the public; monitors the illegal practice of medicine; takes a position in debates on health that are of concern to the public. Organization Info How constituted Legislation (Medical Act; Professional Code) Jurisdiction Québec (Canada) Members 23,037 Member Type(s) Physicians Staff 130 Public Disclosure Committee Composition Yes (French only) By-Laws Yes (constating act) Board Meeting Minutes No Annual Report Yes (French only) Committee Meeting Minutes No Annual Disclosure of Yes Disciplinary Statistics Committee Terms of Reference Yes (French only) Individual Disclosure of Disciplinary Cases Yes (via CanLii) Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

127 COLLEGE DES MÉDECINS DU QUÉBEC Board Info Board Name Board Officers: Director Types Board of Directors (Conseil d'administration) The President & Chief Executive Officer (both roles held by the same person) and the Vice-President Number on Board Physicians representing regions of Québec 20 Physicians appointed by the faculties of medicine of Québec universities 4 Non-physicians appointed by the Office des Professions du Québec 4 Total 28 Board Meetings Term Length Term Limits Chair Process 3 regular meetings (no disclosure of special meetings) 4 years. Half of the board is elected every two years. No The Medical Act provides that the President may be elected either generally by the members, in which case the Board would include 29 Directors, or by the Directors from among their number, in which case the Board would include 28 Directors. The College's website states that the President is elected by the Board from among their number, suggesting that holding general elections of the President by the members of the society is not the practice. The President is also the CEO of the College. Remuneration N/D 124 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 502

128 COLLEGE DES MÉDECINS DU QUÉBEC Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Disciplinary Board Review Committee Professional Inspection Committee Role Discipline Review Fitness to Practice The College s Trustee will consider complaints about College members and will either dismiss the complaints or refer them to the Disciplinary Committee. A complainant who is dissatisfied with the dismissal of a complaint may seek to have it reviewed by the College s Review Committee or make a private complaint directly to the Disciplinary Committee. Decisions of the Disciplinary Committee may be appealed to the provincial Professions Tribunal. The College has also established a Professional Inspection Committee with a mandate to monitor the practice of medicine and investigate professional competence. Board & Governance Committees Executive Committee 5 5 (100%) 0 (0%) 12 Responsible for the day-to-day administration of the affairs of the College and shall exercise the powers delegated to it by the Board of Directors. Per the Professional Code, the Executive Committee shall see to the day-to-day administration of the order s affairs and may exercise all the powers delegated to it by the Board of Directors. However, the power to make regulations, to establish operating rules for the Board of Directors or the Executive Committee, to appoint a Trustee or to designate the members of the Disciplinary Council, or the powers conferred by section 85.2 and the first and third paragraphs of section 86.1 may not be delegated to the Executive Committee by the Board of Directors. Per the Professional Code, the Board of Directors shall establish the procedure for keeping the Board of Directors informed of the activities of the Executive Committee. President, Vice-President (ex officio), and two to three other Directors. GOVERNANCE PRACTICES REVIEW

129 COLLEGE DES MÉDECINS DU QUÉBEC Finance and Audit Committee 7 4 (57%) 3 (43%) N/D The Finance and Audit Committee acts as a watchdog on the financial affairs of the College. The Committee provides opinions on the financial health of the College and makes recommendations on financial management practices, reviews internal financial statements, manages the College's relationship with the external auditor, and reviews other matters related to finance and the annual audit. The Committee makes recommendations to the Board regarding the annual budget, including fees and salaries. The Committee must also report significant variances in internal financial statements to the Board. No membership requirements have been identified. Currently the Committee includes three elected Directors, one Director appointed by the Office des professions du Québec, and three non-director members including a secretary. The Chair of the Committee is an elected Director. 126 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 504

130 Ordre des comptables professionnels agréés du Québec (Chartered Professional Accountants of Québec) Mandate/Mission The Ordre des comptables professionnels agréés du Québec helps its members excel with a view to optimizing the performance, profit and growth of the patrimony of a person, business or organization, promoting sound governance and accountability, and increasing information reliability. It also strives to enhance the visibility of the profession in order to contribute to Quebec s economic and social development. Organization Info How constituted Legislation (Chartered Professional Accountants Act; Professional Code) Jurisdiction Québec (Canada) Members 37,963 Member Type(s) CPAs Staff 177 Public Disclosure Committee Composition No By-Laws Yes (constating act) Board Meeting Minutes No Annual Report Yes Committee Meeting Minutes No Annual Disclosure of Yes Disciplinary Statistics Committee Terms of Reference Yes Individual Disclosure of Disciplinary Cases Yes (via SOQUIJ) Detailed Board Terms of Reference or Director's Handbook Yes Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

131 ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC Board Info Board Name Board Officers: Board of Directors Chair, First Vice-Chair, Second Vice-Chair Director Types Elected by members of the society based on geographical representation Number on Board 12 Appointed by the Office des professions du Québec 4 Total 16 Board Meetings Term Length 8 meetings were held in fiscal 2016 (5 statutory and 3 extraordinary) 3 years Term Limits Yes Maximum of three consecutive terms. A maximum of two consecutive terms applies to the Chair. Chair Process Remuneration The Professional Code provides that the President may be elected either generally by the members, in which case the Board would include an additional Director, or by the Directors from among their number. Currently, the Board elects the President from among their own number. Directors receive undisclosed fees and receive reimbursement for travel expenses. 128 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 506

132 ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Disciplinary Council Review Committee Professional Inspection Committee Role Discipline Review (complainant) Fitness to Practice The Order s Trustee may refer cases to the Disciplinary Committee. A complainant who is dissatisfied with the dismissal of a complaint may seek to have it reviewed by the Order s Review Committee or make a private complaint directly to the Disciplinary Committee. Decisions of the Disciplinary Committee may be appealed to the provincial Professions Tribunal. The Order has also established a Professional Inspection Committee with a mandate to monitor the practice of accounting and investigate professional competence. Board & Governance Committees Audit Committee 5 1 (20%) 4 (80%) 5 The Audit Committee s role is to assist the Board of Directors in fulfilling its oversight responsibilities in respect of financial reporting, financial management, risk management and control, external audit activities, and procedures applied by the Order to ensure compliance with applicable laws and regulations. To fulfill that role, Committee members must understand their responsibilities, the activities and operations of the Order, and the risks to which it is exposed. The French language description of the mandate goes into significant detail regarding other areas of responsibility, including information security and risk management. Required to report to the Board of Directors on issues of risk management and financials. Members must be independent of management and of the Executive Committee. The Committee includes the Second Vice-Chair as a non-voting Executive Committee representative member. GOVERNANCE PRACTICES REVIEW

133 ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC Executive Committee 5 5 (100%) 0 (0%) 12 (8 scheduled, 4 extraordinary) Per the Professional Code, the Executive Committee shall see to the day-to-day administration of the Order s affairs and may exercise all the powers delegated to it by the Board of Directors. However, the power to make regulations, to establish operating rules for the Board of Directors or the Executive Committee, to appoint a Trustee or to designate the members of the Disciplinary Council, or the powers conferred by section 85.2 and the first and third paragraphs of section 86.1 may not be delegated to the Executive Committee by the Board of Directors. Per the Professional Code, the Board of Directors shall establish the procedure for keeping the Board informed of the activities of the Executive Committee. Chair, First and Second Vice-Chairs, one elected Director and one appointed Director. Governance Committee N/D N/D N/D N/D The terms of reference of the Governance Committee are to advise the Board of Directors and make recommendations for the adoption and application by the Order of a set of governance processes that comply with the Order's legal obligations and reflect best practices and current trends in sound governance for organizations similar to the Order, in accordance with the principles of accountability, integrity, fairness and transparency. Drafting and reviewing appropriate governance policies and application processes in collaboration with the management of the Order and proposing their adoption by the Board. No membership requirements disclosure has been identified. 130 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 508

134 ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC Human Resources Committee N/D N/D N/D N/D The role of the Human Resources Committee is to assist the Order s Board of Directors with its responsibilities related to the hiring, evaluation, compensation and succession of members of the management team and other staff. Reporting duties relating to the hiring, reumneration, and assessement of senior management. No membership requirements disclosure has been identified. GOVERNANCE PRACTICES REVIEW

135 ORDRE DES COMPTABLES PROFESSIONNELS AGRÉÉS DU QUÉBEC 132 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 510

136 Ordre des ingénieurs du Québec (Society of Engineers of Québec) Mandate/Mission The mission of the Ordre des ingénieurs du Québec (OIQ) is to protect the public by acting to ensure that engineers serve society with professionalism, compliance and integrity in the public interest. The OIQ controls access to professional practice (i.e. imposes specific conditions that must be met in order to become and remain an engineer). All engineers who want to practice in Québec must be members of the OIQ (except for forest engineers, who have their own professional order). The OIQ also monitors its members practice and their professional conduct and makes sure that only members perform reserved engineering acts. Organization Info How constituted Legislation (Engineers Act; Professional Code; Code of Ethics of Engineers) Jurisdiction Québec (Canada) Members 62,000 Member Type(s) Staff Engineers (except forest engineers) 141 (including 13 temporary posts/assignments and 14 contract workers) Public Disclosure Committee Composition Yes By-Laws Yes (constating act) Board Meeting Minutes No Annual Report Yes (French only) Committee Meeting Minutes No Annual Disclosure of Yes Disciplinary Statistics Committee Terms of Reference Yes Individual Disclosure of Yes Disciplinary Cases Detailed Board Terms of Reference or Director's Handbook No Individual Director Expense Reports No GOVERNANCE PRACTICES REVIEW

137 ORDRE DES INGÉNIEURS DU QUÉBEC Board Info Board Name Officers: Director Types Board of Directors (Conseil d'administration) The President, a First Vice-President, and two Vice-Presidents Number on Board Engineers elected by other members, based on representative regional distribution Representatives of the public, appointed by the Office des professions du Quebec 20 4 Total 24 Board Meetings Term Length Term Limits Chair Process Remuneration 15 meetings in fiscal 2016, two of which were extraordinary. 3 years Yes Maximum three consecutive terms for Directors. Maximum two consecutive terms for the President. The Professional Code provides that the President may be elected either generally by the members, in which case the Board would include an additional Director, or by the Directors from among their number. Currently, the Board elects the President from among their own number. N/D Adjudication Adjudication functions are exercised through tribunal Committees established by the Board: Committee Name Disciplinary Council Review Committee Professional Inspection Committee Role Discipline (may also directly receive complaints) Appeal (complainants) Fitness to Practice The Professional Inspection Committee has a mandate to monitor the practice of engineering and investigate professional competence. The Office of the Trustee investigates complaints and brings appropriate cases to the Disciplinary Council. A complainant who is dissatisfied with the dismissal of a complaint may seek to have it reviewed by the Order s Review 134 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 512

138 ORDRE DES INGÉNIEURS DU QUÉBEC Committee or make a private complaint directly to the Disciplinary Council. Decisions of the Disciplinary Committee may be appealed to the provincial Professions Tribunal. Board & Governance Committees Executive Committee 5 5 (100%) 0 (0%) 13 To administer the day-to-day affairs of the College. It has all the powers delegated to it by the Board of Directors except, for example, to adopt the regulations or to set up a professional liability insurance fund for engineers. At its regular sessions, it grants all types of engineering permits and recognizes diploma and training equivalencies. It also receives comments from engineers who have been the subject of recommendations of the Professional Inspection Committee. The Committee also examines offenses (judicial and disciplinary) relating to the professional conduct of members. Per the Professional Code, the Board of Directors shall establish the procedure for keeping the Board of Directors informed of the activities of the Executive Committee. Notes: The President, all three Vice-Presidents, and a Director appointed by the Office des professions du Québec. Finance & Audit Committee 7 6 (86%) 1 (14%) 10 Verify the financial results of the College, assist in the preparation and revision of the annual budget, ensure the existence and proper functioning of internal control mechanisms, review and oversee the implementation of financial policies, and monitor the Integrated Risk Management Policy. The Committee must report to the Board on the financial position of the OIQ relative to the budget. Notes: Must include a Director appointed by the Office des professions du Québec and no more than one external member who must have an accounting-related title or have special financial credentials. While the terms of reference disclosed on the society's website note a size of 10 members, the most recent annual report listed 7. GOVERNANCE PRACTICES REVIEW

139 ORDRE DES INGÉNIEURS DU QUÉBEC Governance & Ethics Committee 8 7 (88%) 1 (11%) 11 The Committee's duties include developing OIQ governance rules, including a Code of Conduct, monitoring governance practices, developing a training prgram for Directors and assessing Board and Director performance. The French version of the Society's website also notes an ethics-related mandate which is absent from the English version, including developing a code of ethics and developing training resources related to ethics. No specific reporting requirements outside of those implied by the Committee's mandate. Notes: Although the French version of the Society's website notes a maximum of 5 Director members, the English version notes a maximum of 10 Committee members all but one of whom must be Directors. Only two members of the Executive Committee may sit on this Committee, one of whom is the President. The most recent annual report lists 8 members, one of whom (the General Director of the Society) is not a Board Director. Human Resources Committee 5 5 (100%) 0 (0%) 3 To assist the Board in the development of practices, policies and standards to ensure effective and engaging human resource management. These responsibilities relate to the organization, hiring, evaluation, compensation, planning and development of the succession of the members of the management team. The Committee's terms of reference note a number of deliverables related to management compensation, performance, and related topics. Notes: Five Board members. In addition, the General Director attends Board meetings but is not a member of the Committee. 136 HANSELL LLP / HANSELL MCLAUGHLIN ADVISORY 514