Board of Directors Meeting Agenda

Agenda Item 2.0 Meeting Attendance: Board of Directors Meeting Agenda March 5, 2014 Regular Meeting 5:45-7:30 PM In-camera 7:30-8:00 PM Board of Rob Stansfield (Chair) Kareen Hall Clarke (Secretary) Directors: Roshan Sapra (Vice-Chair) Kelly Bottone Astrid Lakats (Treasurer) Jane McCarthy Dieter Pagani David Yundt Don Taylor Management: Caroline Brereton Jutta Schafler Argao Jim Wright Nancy Gale Richelle Komes (recording secretary) David Fry Guest(s): Regrets: Lisa Elsey Item Purpose Item Lead Time Open Meeting 1. Call to Order 5:45 2. Meeting Agenda 2.1. Consent Agenda 2.1.1. Financial & Operating Statements for the Period ending January 31, 2014 2.1.2. Statutory Report Approval Chair 5:47 3. Declaration of Conflicts of Interest Chair 4. Meeting Minutes Approval Chair Open Meeting 5. Chair s Report 5.1. Previous Meeting Evaluation 5.2. Feb. 26 MH LHIN Governance to Governance Event (Board member) 5.3. OACCAC Board Update (D. Pagani) 5.4. Auditor General audit of 14 CCACs & OA 6. CEO Report 6.1. Transparency Road Map Decision Chair 5:55 CEO 6:05

Item Purpose Item Lead Time Open Meeting 7. Education/Learning 7.1. 2014-17 M-SAA Overview CEO 6:20 8. Client Services & Quality Committee Report from the Committee o QIP Framework Approval CSQC Vice- Chair 6:40 9. Governance Committee Report from the Committee o Recommendations from the Nominating Committee o 2014 Board Retreat Approval Approval Governance Chair 6:55 10. Audit & Resource Committee Report from the Committee ARC Chair 7:10 11. Meeting Evaluation Board Members 12. Move to In-Camera Approval Board Chair 7:30 In Camera (including CEO) 7:25 13. Agenda Items 13.1. Collective Bargaining Update 13.2. CEO Compensation & Performance Decision CEO Chair, CPEC 7:30 14. Adjourn Meeting Approval Board Chair 8:00 Next Meeting: April 2, 2014

Agenda Item 4.0 BOARD OF DIRECTORS Meeting Minutes 5:45 PM- 7:15 PM Regular Meeting February 5, 2014 Meeting Attendance: Board of Directors: Management: Guest(s): Regrets: Rob Stansfield (Chair) David Yundt Roshan Sapra (Vice-Chair) Kareen Hall Clarke (Secretary) Dieter Pagani Caroline Brereton Jutta Schafler Argao Jim Wright Lisa Elsey (Admin Res) Kelly Bottone Jane McCarthy Don Taylor Astrid Lakats (Treasurer)- Teleconference Nancy Gale (Teleconference) Richelle Komes (recording secretary) David Fry Item Topic Action/Responsibility 1.0 Call to Order The Chair, acknowledged quorum and called the meeting to order at 5:47 PM. The chair advised the Board that agenda would be reordered due to a conference call that required the OACCAC Board and CCAC CEOs participation. 2.0 Approvals 2.1 Changes/Additions to Agenda None. 2.1.1 Agenda for Current Meeting The agenda was adjusted as needed to allow for the CEO s participation on a teleconference call with the OACCAC. Motion: BE IT RESOLVED that the Agenda for the meeting of the Board of Directors of the Corporation be approved as amended. Moved by R. Sapra Seconded by D. Taylor 3.0 Declaration of Any Conflicts of Interest

There were no conflicts identified by the membership. 4.0 Minutes of Previous Meeting Motion: BE IT RESOLVED that the Minutes of the meeting of the Board of Directors of the Corporation be approved as presented. Moved by D. Yundt Seconded by R. Sapra 5.0 Chair s Report 5.1 Previous Meeting Evaluation The Chair thanked the members for their feedback. The rating on the room set up was noted as being less than satisfactory, but there was no feedback noting why there were issues with the room; the Chair asked members to be sure to note their concerns to assist with improvement. Share Care Council Meeting The Chair attended and provided the opening remarks at the inaugural Share Care Council meeting on March 1 st. The Council will be scheduled throughout the year; the participants included patients, families members of patients and caregivers. MH LHIN Governance to Governance Meeting A number of board members attended the Feb. 26 th session; the guest speaker was the CEO of Health Quality Ontario, Dr. Josh Tepper. The focus of the session was quality in health care. Dr. Tepper noted that many boards tended to avoid conversations about failure and encouraged members to highlight failure as learning opportunities. He also acknowledged that data mining continues to be an issue for the sector and recognized that without good data, that it was difficult for organizations to measure their successes and failures. The Board members found the session to be valuable. The next session will focus on MH CCAC s work, including the Community Quality Network and the Safety and Risk desk aid. There was some reflection that there appeared to be some duplication of work between the LHIN s Quality 2

Community Committee and the work of the MH CCAC. The VP, of People, Quality and Planning advised the Board there may an opportunity for clarification regarding any duplication as the chair of MH CCAC s Community Quality Network and the VP have been invited to the next LHIN Quality Committee meeting. 6.0 CEO Report The CEO invited questions from the Board of Directors regarding her report. The Board reviewed the Transparency Road map. The following was confirmed: Some of the items listed on the map cannot be posted as there is further work to be done re: determining metrics; the Ministry is aware Declaration of Values for patients MH CCAC previously offered to do post a common message with Hospital partners; MH CCAC will post the org s value statements voluntarily Currently Board minutes and AFS are currently available upon requests it was agreed that these documents will be posted going forward Executive expenses will be posted going forward beginning Fiscal 2014/15 year. Board liaison to review the board minutes and list any topics of high interest. Executive expenses for first quarter to be posted June 2014. The CEO provided a report on the CEO teleconference; it is likely the CCACs will be audited and will be a value for money exercise reviewing contracts, expenses, consultants, etc. Each of the CCACs will not be subject to a full review; rather, there will be a targeted focus per CCAC. It will build on the work that has already been done during the 2010 and 2012 audits. The review will also confirm that the recommendations made during the last two audits have been put into place. The decision has been delayed and will be made on March 19 th ; the Auditor General would like to follow the details into the SPO contracts, but this may not be within her scope of work. On the call, there was some discussion re: having to repay some items like gifts for parting chairs, or flowers for retiring employees. A decision was not made, but will be brought back for further discussion among the CEOs. There was mention of compensation restraints being put in place for public sectors, with the ministry setting bands and upper limits. This will likely introduce a 3

method in which the salaries are equalized; the greatest impact will be at the hospitals. There will be some work re: pay at risk or pay for performance, it is suggested that only one will be in place, not both and will be capped at 10%. A decision regarding a LHSIA-like review of the CCACs is also expected to be made. The Committee on Social Policy is waiting for the outcome of the Auditor General s motion before they make their decision. The CEO highlighted that preparation for the audit will be a huge amount of work for staff. Communication with staff regarding the activity continues via the CEO blog and emails; emphasizing that despite these activities, the focus must remain on providing quality patient care. The goal is to maintain the confidence of both staff and patients. The CEO has reached out to the MPPs, inviting them to contact her should they have any questions. The response from the MPPs has been very positive. Board members suggested that the staff try to keep the audit contained by providing a single contact for the onsite auditors. The Chair requested that the CEO provide weekly updates to keep them abreast of activities and requests. The CEO to provide a weekly update to the Board re: the activities. 7.0 Education 7.1 2014-17 M-SAA Overview The CEO provided a high-level overview of the 2014-17 Multi-Service Accountability Agreement and the changes from the previous agreement. The final document has not been circulated but is expected by mid-march to allow for boards to review the details before final signoff. 8.0 Client Services & Quality Committee 8.1 Client Services & Quality Committee (CSQC) Report Due to inclement weather, the Client Services and Quality Committee were unable to meet in February. They reviewed the Quality Improvement Plan and passed a motion to recommend approval of the QIP via email. 4

The plan will need to be submitted to Health Quality Ontario and posted to our website by April 1 st. Board members noted that there metrics were still missing from the workplan; the staff advised that this is common across the province as these metrics will be sent by the MOHLTC. Once they are received, the workplan will be updated. Staff confirmed that the plan must be posted, even if the data is still unavailable. Motion: BE IT RESOLVED that the Board of Directors of the Corporation approve the 2014/15 Quality Improvement Plan. Moved by D. Taylor Seconded by R. Sapra 9.0 Governance Committee 9.1 Governance Committee Report The Chair highlighted the items for discussion at the February Governance Committee meeting. The Governance Committee discussed the Board as a whole survey tool and recommended that they proceed with the tool as is, with no changes/revisions. They goal is to complete the survey and review the results at the April Governance Committee meeting. MOTION: BE IT RESOLVED that the Board of Directors of the Corporation approve the plan to move forward with the Board as a Whole Survey. Moved by D. Yundt Seconded by D. Taylor The Committee also discussed a Board retreat, acknowledging that there are a number of topics for education and development including CEO Performance and Compensation, Strategic planning, etc. It is expected that the retreat will take place in May. Members interested in assisting in planning were encouraged to connect with the CEO. There was also discussion about members future intentions. It was recommended that the process from The Board Liaison to circulate potential retreat dates. The Board Liaison to coordinate 1:1 calls. 5

the previous year be followed and 1:1 conversations take place between each member and the Board Chair and Governance Chair to discuss, intentions, executive and committee interests. Lastly, the Committee reviewed the Nominating Task Groups recommendations. Two of the seven candidates will be invited to the Board and another two will be given the option to join the CSQC committee. A discussion took place regarding community members on committee boards- number and purpose. It was suggested that the Governance Committee discuss succession planning for committees and how to recruit/important skill sets are needed for committees at a future meeting. The CSQC will discuss inviting the two candidates to their committee. Next steps: Issue invite to the new board members Confirmation of terms for new members. MOTION: BE IT RESOLVED that the Board of Directors approve the appointment of Rhonda Lawson and Sona Khanna to the 2013/14 Board. Moved by D. Yundt Seconded by R. Sapra The Committee reviewed the Balanced Scorecard; they ve asked management to provide a description re: how the actions plans directly impact the measures in the scorecard. Refinement of the BSC to take place and be brought back to the committees. 10.0 Audit & Resource Committee 10.1 Audit & Resource Committee (ARC) Report The Treasurer confirmed for the Board that the budget still remains on track. The Committee also reviewed the Balanced Scorecard and requested further work to better understand the measures and impact of the workplans to the BSC. 11.0 Meeting Evaluation 11.1 Committee Evaluation The Chair requested that all members complete the meeting evaluation for March 5, 2014. 6

12.0 Termination of Meeting/Move to In-Camera 12.1 Move to In-camera MOTION: BE IT RESOLVED that there be no further business to come before the Board of Directors of the Corporation, the regular meeting be adjourned at 7:35 PM and moved to in-camera. Moved by K. Hall Clarke Seconded by D.Taylor During the In-camera meeting, the Board of Directors discussed the Collective Bargaining activities and the posting of the CEO contract details. 14.0 Adjournment MOTION: BE IT RESOLVED that there be no further business to come before the Board of Directors of the Corporation, the in-camera meeting be adjourned at 8:25 PM. Moved by K. Hall Clarke Chair, Board of Directors Date Secretary, Board of Directors Date 7