BOARD AGENDA DEVELOPMENT & USE OF CONSENT AGENDA

Transcription

1 POLICY NAME: BOARD AGENDA DEVELOPMENT & USE OF CONSENT AGENDA APPROVING BODY: Board of Directors NUMBER: GOV-5-20 VERSION: 3.0 EFFECTIVE DATE: November 6, 2008 MANUAL: Governance LAST REVIEW DATE: January 2017 SECTION: Ensure Board Effectiveness REVISION DATE: January 9, 2014 PAGES: 1 of 8 NEXT REVIEW DATE: January 2020 COMMITTEE OVERSIGHT: Governance Policy Board agenda packages should be accurate, timely, balanced, relevant, clear, sufficiently detailed and ensures each Board meeting contributes effectively to the discharge of the Board s governance role The purpose of this policy is to: To ensure that board members understand the process for the development of, and have an opportunity to have input into, board agendas. To facilitate productive, efficient and effective board meetings. To ensure agendas are structured to align with the specific roles and responsibilities of the Board clearly indicating those matters that require Board policy direction, decision or oversight. To ensure agendas are also structured to align with the Strategic Directions as approved by the Board from time to time. The Board elects to use a consent agenda for Board of Director meetings for the passage of noncontroversial or routine board business, allowing more time for education and discussion of more substantive/strategic issues. Consent items are those which usually do not require discussion or explanation prior to Board action or are items which have already been discussed and/or explained and do not require further discussion or explanation. Consent agenda items may include, but are not limited to: 1. Approval of previous minutes; 2. Approval of routine policies and procedures, 3. Routine Committee Reports 4. Reports provided for information; 5. Correspondence requiring no action; 6. The proposed action would not require a board member to disclose a potential conflict or otherwise abstain from voting. Procedure Guidelines for Developing Board Agendas 1. It is the responsibility of the chair, in consultation with the CEO, to develop the agenda for board/committee meetings. Agendas are usually determined ten (10) days prior to a meeting. 2. Agendas are to be divided into two sections: the Main Agenda and the Consent Agenda (See Appendix A). File Location: O:\ADMIN Mgmt\Board\Policy & Procedure\Manual\5.0 - Ensure Board Effectiveness\Board Agenda Development GOV-5-20 v3.0.doc

2 3. Agendas are to be structured to clearly differentiate the role of the Board regarding each item, i.e., policy formulation, decision-making, monitoring (oversight) and to indicate the applicable Strategic Direction that the agenda item relates to as appropriate. 4. The consent agenda contains all items that are either routine business or noncontroversial items of business that may be considered en masse by a single vote of the Board, but shall be separately recorded in the minutes of the meeting. A vote against adoption of the consent agenda shall be recorded as a nay vote on each item placed on the consent agenda and shall be recorded as such. 5. A numbered list of consent items as part of the main meeting agenda will be created. Each agenda item will be identified as informational, for decision or discussion required along with an individual assigned; 6. All documentation regarding Consent Agenda items must be provided to the members in advance of the meeting along with the complete agenda; 7. Members are to review all documentation provided prior to the meeting date; 8. A Board member who wishes to add an item to the Board s agenda should speak with the board chair. 9. If the board member and the chair are not in agreement, then the board member may, on notice to the chair, raise the request during the call for additions to the agenda at the time of the meeting, and the matter shall be determined by the board. 10. To the extent possible, and in advance of the meeting, members with questions and concerns regarding any Consent Agenda items are asked to make direct contact with the person listed as Responsible on the Agenda. 11. During the meeting, at the time of the adoption of the Agenda, the Chair will advise the Members of any items that are to be removed from the list, based on any prior requests from members. The Chair will then ask if any member wishes to remove an item from the consent agenda for separate consideration as part of the Main Agenda. 12. Any items removed will be placed on the agenda immediately following the approval of the Consent Agenda; 13. The remaining Consent Agenda items are then approved as a group without further discussion. 14. The minutes of the meeting will report each matter approved or ratified as part of the consent agenda. Any information items received as part of the consent agenda will be reported as received. 15. The same procedure will be carried out for the Private Session Agenda. Policy Number: Gov-5-20 Version: 3.0 Page 2 of 8

3 16. The use of the consent agenda will be evaluated annually. Procedure Guidelines for Agendas Packages 1. All materials will be linked to the agenda to facilitate an efficient and productive board meeting. 2. Materials will be numbered and itemized according to the agenda. 3. Reports of all Standing Committees, including the Medical Advisory Committee, include two separate documents: (a) (b) a Decision-support Document for each item requiring action by the Board, which in addition to the recommendation from management/standing Committee, identifies the background, options considered, impact analysis and implementation plan (see Appendix B). For routine matters, such as those outlined above, a Decision Support Document shall be included in the consent agenda. a brief Standing Committee Report which is to be included in the Consent Agenda section of the Board agenda for information only and which summarizes the items discussed by the Committee (See Appendix C). 4. Agenda packages will be sent out to directors no later than 5 business days prior to the scheduled board meeting; unless extraneous circumstances arise in which case directors will be notified of the delay. Policy Number: Gov-5-20 Version: 3.0 Page 3 of 8

4 APPENDIX A SAMPLE AGENDA Updated December 2013 BOARD OF DIRECTORS OPEN SESSION AGENDA February 14, :30 p.m. South Muskoka Memorial Hospital Boardroom Elected Directors: Larry Saunders Evelyn Brown Charlie Forret Eric Spinks Sven Miglin Rick Durst Philip Matthews Bill Garriock John Sinclair Gregg Evans Joe Swiniarski Eric Spinks Ex-Officio Directors: Natalie Bubela Dr. Jan Goossens Dr. A. MacLennan Dr. Steven Herr Bev McFarlane Executive Support: Tim Smith Harold Featherston Vivian Demian Robert Alldred-Hughes Resources: Tammy Tkachuk (R) - denotes regrets received PAGE # ITEM # / LEAD TOPIC - WHAT IS TO BE ACCOMPLISHED/MOTION denotes attachment denotes attachment to follow LINK TO STRATEGIC DIRECTION LINK TO GOVERNACE ROLE TIME 1.0 CALL TO ORDER - To welcome members and call the meeting to order Approval of Agenda MOTION: That the meeting agenda be approved as circulated. Declaration of Conflict of Interest To remind members that conflicts are to be declared for any agenda items and the Director is to excuse him/herself from the meeting for the duration of the discussion. Decision Making 5:30-5: Session - Quality Based Procedures Quality & Safety Sustainable Future / Information 5:32-6:00 /2 Policy Number: Gov-5-20 Version: 3.0 Page 4 of 8

5 PAGE # ITEM # / LEAD TOPIC - WHAT IS TO BE ACCOMPLISHED/MOTION denotes attachment denotes attachment to follow LINK TO STRATEGIC DIRECTION LINK TO GOVERNACE ROLE TIME 2.0 CONSENT AGENDA - To approve/receive the items listed below without further debate. MOTION: That the following items be approved or received as indicated: 2.1 Approval of the Minutes from January 4, 2013 Decision Making 2.2 Receipt of the Audit Committee Report 2.3 Approval of the Audit Committee Work Plan 2.4 Approval of the Revised Audit Committee Terms of Reference Policy Formulation 2.5 Receipt of the Governance Committee Report 2.6 Receipt of the Executive Committee Report 2.7 Receipt of the Corporate Communications Dashboard 6:00-6: ENSURE PROGRAM QUALITY & EFFECTIVENESS 3.1 Quality Matters Report - Patient Experience Quality & Safety 3.2 J. Goossens 3.3 B. McFarlane Report of the Chief of Staff / Medical Advisory Committee To receive an update regarding the work of the Medical Advisory Committee. Balanced Scorecard Report To receive the latest results of the metrics included in the Quality Improvement Plan and Patient Safety Plan. Quality & Safety 6:05-6:10 6:10-6:15 6:15-6: J. Goossens Medical Staff Human Resources Plan MOTION: That the Medical Staff Human Resources Plan be approved. People Decision Making 6:25-6: IMIT Plan Update To receive an update regarding the project to identify a preferred vendor. & Innovation 6:35-6: REPORTS 4.1 Report of the Chair To receive the report. 6:45-6: Report of the Chief Executive Officer To receive the report. 6:50-6:55 /3 Policy Number: Gov-5-20 Version: 3.0 Page 5 of 8

6 PAGE # ITEM # / LEAD TOPIC - WHAT IS TO BE ACCOMPLISHED/MOTION denotes attachment denotes attachment to follow LINK TO STRATEGIC DIRECTION LINK TO GOVERNACE ROLE TIME 5.0 PROVIDE FOR EXCELLENT MANAGEMENT 5.1 CEO 2012/13 Business Commitments Status Update To receive/discuss the report. 6:55-7: J. Goossens Chief of Staff 2012/13 Business Commitments Status Update To receive/discuss the report. 7:00-7: ENDEAVOUR TO ENSURE FINANCIAL VIABILITY Financial Statements as at December 31, P. Matthews MOTION: That the Financial Report for the nine month period ending December 31, 2012 be approved. Sustainable Future Decision Making 7:05-7: FOSTER PARTNERSHIPS 7.1 Report of the Auxiliaries To receive an update from the Auxiliaries. Partnerships & Collaboration 7:15-7: IN-CAMERA SESSION 8.1 MOTION: That the open session be terminated and the Board of Directors proceed into the in-camera session. Not Applicable 7:20-7:25 Break: 6:45-7:00 Policy Number: Gov-5-20 Version: 3.0 Page 6 of 8

7 APPENDIX B DECISION SUPPORT DOCUMENT DECISION SUPPORT DOCUMENT FOR XXX Prepared by: Subject: Date: DECISION SOUGHT FOR INFORMATION ONLY ISSUE: BACKGROUND & ANALYSIS A brief description of the background to the issue, the process followed to assess/address the issue and getting to the point of bringing a recommendation to the audience. OPTIONS CONSIDERED Outline alternatives that were contemplated in coming to a recommendation. If no viable alternativ exist, include that information as well IMPACT ANALYSIS/CRITERIA USED FOR DECISION MAKING Outline both the positive and negative consequences of the recommendations in terms of financial, mission, quality, risk and other. Why were the alternatives not chosen? IMPLEMENTATION PLAN Consider how doable this recommendation is, given everything else that is going on and if approv how the recommendation will be rolled-out. RECOMMENDED COURSE OF ACTION: Outline the motion or recommendation DECISION CRITERIA List the criteria to be used to evaluate/measure the success of the recommendation. SUPPORTING DOCUMENTS/ATTACHMENTS List any supporting documents or attachments Policy Number: Gov-5-20 Version: 3.0

8 APPENDIX C STANDING COMMITTEE REPORT STANDING COMMITTEE REPORT GOVERNANCE COMMITTEE December 18, 2013 denotes attachment 1. Summary of Items Discussed Attendees: Meeting Dates Sept 9/08 Members: E. Brown w. Twaits M. Provan R Oct 14/08 Nov 11/08 Jan 13/09 Feb 10/09 Mar 10/09 Apr 14/09 May 12/09 Ex-Officio: S. Miglin Executive Support: NA Resource: T. Tkachuk Policy Number: Gov-5-20 Version: 3.0 Page 8 of 8