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Standing Committees

Board Executive Committee

  1. ROLE

The Executive Committee may exercise the full powers of the Board in all matters of urgency arising in unusual circumstances, reporting every action at the next Board meeting. The Committee also supports the Board in fulfilling its responsibilities for executive management performance, strategic direction, and organizational quality and effectiveness.

  1. RESPONSIBILITIES

The Committee shall:

  1. Exercise the full powers of the Board in all matters of administrative urgency, reporting every action at the next meeting of the Board;
  2. Recommend to the Board a process for the development of a NOSM Strategic Plan and ensure that the Board is given the opportunity to monitor the implementation of the Board-approved strategic plan on a regular basis;
  3. Oversee the performance, evaluation and compensation of the Dean-CEO
    • Establish and recommend to the Board the performance evaluation process for the Dean-CEO;
    • Ensure that the Dean-CEO evaluation is conducted on an annual basis, reporting and making recommendations to the Board;
    • Ensure that a Dean-CEO succession plan is in place;
    • Determine and recommend to the Board compensation for the Dean-CEO based upon the annual performance evaluation.
  4. Provide oversight of the key indicators of quality and effectiveness of organizational performance and achievement of the annual corporate strategic goals;
  5. Advise the Board with respect to labour relations matters as required;
  6. Receive regular reports from management as to litigation affecting NOSM;
  7. Serve as an informal resource to the Dean-CEO;
  8. Perform an annual review of Committee performance;
  9. Perform such other tasks as outlined in the Corporate By-law or requested by the Board

      3. COMMITTEE MEMBERSHIP

The voting members of the Committee shall consist of the following:

  • the Chair of the Board;
  • the Vice-Chair, who shall serve as Chair of the Committee;
  • five (5) additional elected directors, one of whom must be the Treasurer of the Corporation, and
  • the Dean-CEO, (non-voting on matters related to Dean-CEO performance, evaluation and compensation)

      4. ACCOUNTABILITY AND REPORTING RELATIONSHIP

The Executive Committee is accountable to and reports to the Board.

  1. TERM

Members shall be appointed annually by the Board of Directors.

  1. QUORUM

A quorum shall consist of a majority of the members of the Committee.

  1. MEETING SCHEDULE

The Board Executive Committee shall meet at least quarterly and at the call of the Chair.

  1. STAFF AND RESOURCE SUPPORT

The Dean-CEO shall provide staff and resource support to the Committee.

Membership

  • Dr. Moira McPherson (Ex Officio) (Chair)
  • Dr. Pierre Zundel  (Ex Officio)
  • Dr. Roger Strasser (Ex Officio)
  • Bruce Sutton (Treasurer)
  • Angèle Brunelle
  • Pierre Dumais
  • Dr. Wm McCready
  • Gary Boissoneau

Finance, Audit and Risk Management Committee

Terms of Reference

Approved by:    Board of Directors        Responsible Office: Chief Administrative Office/Finance
Responsible Officers: Dean-CEO, Chief Administrative Officer
Effective Date: March 11, 2004
Revised: November 25, 2016

1. ROLE
The Finance, Audit and Risk Management Committee provides support to the Board in fulfilling its responsibilities to ensure the financial and organizational viability of NOSM.

2. COMMITTEE RESPONSIBILITIES
The Committee shall:
a) oversee the integrity of the Corporation’s financial affairs, audit, information technology and capital building resources;
b) periodically review the Board policies related to financial and organizational viability and recommend changes as required to the Board for approval;
c) review, guide and/or make recommendations to the Board concerning resource issues including:
i) the development of annual and multi-year capital and operating plans;
ii) expenditure forecasting/planning;
iii) major expenditures not foreseen in the approved annual budget; iv) annual and long-range revenue projections;
v) financial stewardship principles/protocols (as appropriate);
vi) oversight on policy and investment matters related to advancement including investment and management strategies, endowment and revenue generation;
vii) the Corporation’s insurance;
viii) quarterly financial statements;
ix) implications of changes in legislation related to financial matters, labour and human resources, safety and physical plant operation.
d) review, guide and/or make recommendations to the Board concerning all audit matters including:
i) review of audited financial statements and draft auditor’s report;
ii) audit evaluation criteria;
iii) evaluation and appointment of auditor;
iv) auditor’s management report;
v) audit fee;
vi) audit plan review;
vii) audit quality control processes;
viii) proposed evolving changes in accounting standards, major control deviations, fraud detection; and
ix) independence of other services provided by the external auditors.
e) conduct in-camera meetings with auditors excluding managers and with managers excluding auditors;
periodically review the Board policies related to enterprise risk management and external relationships and recommend changes as required to the Board for approval;
f) receive and review from the other Board Committees and senior management any material risks identified by those committees in the course of pursuing their committee responsibilities;

g) be knowledgeable about risks(1) inherent in NOSM’s operations and oversee the performance of appropriate risk analysis. In particular, the Committee:
h) oversees management’s risk management program;

(1) A risk is the “chance or possibility of danger, loss or injury. For health services organizations, this can relate to the health and well-being of clients, staff and the public; property; reputation; environment; organizational functioning; financial stability; market share; and other things of value.”
Risk management is a systematic process of planning, organizing, leading, and controlling the activities of an organization in order to minimize the effects of risk on that organization, including financial, strategic, operational, and other risks.
Canadian Council on Health Services Accreditation. CCHSA’s Accreditation Program, 5th Edition, 2006

ii) requires that appropriate programs and processes are put in place to protect against risk;
iii) expects management to identify unusual risks to the organization and develop plans to prevent and manage such risks;
iv) expects management to identify and assess the associated risks to the organization when reviewing and approving resource allocation decisions;
v) works with the Dean-CEO to reduce risks to the organization and promote ongoing quality improvement; and
vi) provides the Board with quarterly and annual updates on enterprise risk management assessments;
i) with regards to the Defined Contribution (DC) Pension Committee, makes recommendations to the Board regarding changes to Plan design, investment, communication strategy and governance and Terms of Reference; and approval of the financial statements/Auditor’s report.
j) have the ability to appoint any sub-committee to carry out any responsibilities assigned to the Finance, Audit and Risk Management Committee. The sub-committees will report to the Finance, Audit and Risk Management Committee;
k) perform an annual review of Committee performance; and
l) perform such other tasks as outlined in the corporate by-law or requested by the Board.

3. MEMBERSHIP
The voting members of the Committee shall consist of:
i) The Treasurer of the Corporation, who shall serve as Chair;
ii) The Dean-CEO, ex-officio (non-voting for Audit matters);
iii) The Vice-President, Administration, Lakehead University, ex-officio;
iv) The Vice-President, Administration, Laurentian University, ex-officio;
v) At least four (4) additional Directors; and
vi) At least one (1) non-Director community member who has the appropriate skills and expertise,

The Chair and Vice-Chair of the Board may attend meetings, however will not be required to vote or count in quorum.

At least one member of the Committee must be a financial professional and a minimum of one other member of the Committee must be financially literate.(2)

(2) 1.5 Meaning of Financial Literacy — An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.

4. ACCOUNTABILITY AND REPORTING RELATIONSHIP
The Finance, Audit and Risk Management Committee is accountable to and reports to the Board.

5. TERM
Members shall be appointed annually by the Board of Directors.

6. QUORUM
A quorum shall consist of a majority of the members of the Committee.

7. MEETING SCHEDULE
The Finance, Audit and Risk Management Committee shall meet at least 4 times per year or at the call of the Chair.

8. STAFF AND RESOURCE SUPPORT
The Chief Administrative Officer and Director of Finance shall provide staff and resource support to the Committee.

Membership

  • Bruce Sutton  (Treasurer) (Chair)
  • Dr. Roger Strasser (Ex Officio)
  • Ken Boshcoff
  • Dr. Michel Bedard *(also appointed by the Board to the DC Pension Committee)
  • George Payne
  • Brent Maranzan (non-Director – Community Member) (also appointed by the Board to the Investment Committee)
  • Kathy Pozihun (Lakehead VP Finance and Administration) Ex‐Officio/non Director
  • Lorella Hayes (Laurentian VP Administration) Ex‐Officio/non Director

Resource Person(s)

Ray Hunt  (non-voting) Chief Operating Officer, Joe Lipinski, (non-voting, Secretary) Director of Finance, Grace Vita (non-voting) Director of Planning and Risk

Subcommittees:

DC Pension Committee (sub-Committee of Finance Audit and Risk Management Committee)

Investment Committee (sub-Committee of the Finance Audit and Risk Management Committee) – in progress 

 

Governance Committee

  1. ROLE

The Governance Committee supports the Board of Directors in fulfilling its responsibilities to ensure Board effectiveness.

2.  RESPONSIBILITIES

The Committee shall:

Board of Directors Recruitment and Renewal

  • establish and review annually the Board profile of Directors in relation to the skills matrix, identifying any gaps in skills and expertise and vacant positions to be filled in the annual Nominations process;
  • identify vacant non-Director positions on Board Standing Committees and skill sets required to be filled in the annual Nominations process;
  • oversee the work of the Nominations and Community Relations Sub-Committee to identify and recommend persons for election to fill any vacancies on the Board and non- Director positions on Board Standing Committees;
  • nominate a Director for consideration by the Board for appointment as Treasurer of the Corporation; (note: the Board Chair and Vice-Chair are appointed by the Members of the Corporation and the Board Secretary is the Dean-CEO);
  • nominate Directors for consideration by the Board for appointment as Standing Committee Chairs and Standing Committee members;
  • review on an annual basis, Director attendance at Board and committee meetings;
  • determine circumstances which warrant retirement of a Director or which disqualify the Director from standing for re-election, as set out in Section 19 – Vacancy of By-Law No. 7, and recommend to the Board the appropriate course of action if a Director falls within those circumstances;

 

Board Structures, Policies and Processes

  • review and where necessary, recommend amendments to the NOSM Corporate By-law for consideration by the Board and the Members;
  • periodically review the Board policies related to Board effectiveness and recommend changes as required to the Board for approval;
  • oversee on an annual basis the process for review of Board Policies by the relevant Board Standing Committees and recommend amendments as required for consideration by the Board;
  • support the Board of Directors in ensuring its ongoing effectiveness through Board orientation, ongoing education and evaluation;
  • establish processes to support the Board of Directors in the annual evaluation of the performance of the Board and individual Directors;
  • request all Board Standing Committees review their terms of reference on an annual basis and make recommendations for amendments as required to the Board;
  • advise the Finance, Audit and Risk Management Committee of any material governance risks to the Corporation arising from the Committee’s responsibilities.

Community Relations

  • provide oversight of the Board’s community relations strategy as recommended by the Nominations and Community Relations Sub-Committee of the Governance Committee.

 

  1. MEMBERSHIP

The voting members of the Governance Committee shall include:

(a)  the Board Chair or Vice-Chair, ex-officio

(b) the Dean-CEO

(c)  at least five (5) elected Directors, one of whom will be appointed as Chair;

(d) If required, one (1) non-Director community member who has the appropriate skills and expertise.

  1. ACCOUNTABILITY AND REPORTING RELATIONSHIP

The Governance Committee is accountable to and reports to the Board.

  1. TERM

Members shall be appointed annually by the Board of Directors. 

  1. QUORUM

A quorum shall consist of a majority of the members of the Committee.

  1. MEETING SCHEDULE

The Governance Committee shall meet at least four times a year and at the call of the Chair.

  1. STAFF AND RESOURCE SUPPORT

The Dean-CEO shall provide staff and resource support to the Committee.

** See Nominations & Community Relations sub-Committee of the Governance Committee for remainder of Terms of Reference.

Membership

  • Mark Hurst (Chair)
  • Dr. Pierre Zundel (Ex Officio)
  • Dr. Roger Strasser (Ex Officio)
  • Danielle Belanger-Corbin (Chair of NCR)
  • Lucy Bonanno
  • Joy Warkentin
  • Nancy Jacko
  • Susan Soldan (non-Director – Community Member)

Nominations and Community Relations sub-Committee

  1. ROLE

The Nominations and Community Relations Sub-Committee, through the Governance Committee, supports the Board of Directors in fulfilling its responsibilities for recruitment and renewal of the Board of Directors and non-Director members of Board Committees. The Sub-Committee also supports the Board of Directors by providing annual advice to assist the Board in fulfilling its responsibilities for community relations.

2.   RESPONSIBILITIES

The Nominations and Community Relations Sub-Committee shall:

  • be bound by the Guidelines for the Nomination of Directors, as amended by the Board from time to time;
  • recommend annually individuals to fill vacancies on the Board of Directors as a result of a systematic and transparent nominations process as outlined below;
  • recommend annually other non-Director community members as required to fill vacancies in the non-Director positions on Board Committees;
  • act as a resource to the Governance Committee in building relationships with the communities served by NOSM;
  1. MEMBERSHIP

The Nominations and Community Relations Sub-Committee shall be comprised of seven (7) voting members appointed by the Board of Directors annually including the following:

  • One Governance Committee member, who will be appointed Chair
  • Two elected Directors
  • The Chair or designate* of the Aboriginal Reference Group
  • The Chair or designate* of the Francophone Reference Group
  • The President or designate* of the Federation of Northern Municipalities (FONOM)
  • The President or designate* of the Northwestern Ontario Municipal Association (NOMA)
  • Dean-CEO (non-voting)

The Chair and Vice-Chair of the Board may attend meetings, however will not be required to vote or count in quorum.

*One designate may be appointed and must serve for a term.  The identity of the designate must be communicated, in writing, to the Chair and Secretary of the Board.

       4. ACCOUNTABILITY AND REPORTING RELATIONSHIP

To the Board of Directors, through the Governance Committee, with respect to recommendations on the nomination of Directors, nomination of non-Director members of Board Standing Committees and advice on community relations strategies. 

  1. TERM

Members shall be appointed annually by the Board of Directors.  

  1. QUORUM

A quorum shall consist of a majority of the members of the Committee including at least three (3) of the external members and two (2) Board members of the Committee.

  1. MEETING SCHEDULE

With respect to the Nominations process, the Sub-Committee meets initially no later than four months before the Annual Meeting of the Members and as required at the call of the Chair.

Additional meetings respecting the community relations advice responsibilities will be held as required at the call of the Committee Chair.

  1. STAFF AND RESOURCE SUPPORT

The Dean-CEO shall provide staff and resource support to the Committee.

Membership

  • Danielle Belanger-Corbin (Chair)
  • Dr. Alexandre Anawati
  • Lori Flinders
  • Monique Rocheleau, Chair, Francophone Reference Group
  • Anita Cameron, (designate) Indigenous Reference Group
  • Danny Whalen, (designate) Federation of Northern Municipalities (FONOM)
  • Shelby Ch’ng (designate) Northwestern Ontario Municipal Association (NOMA) appointed May 2019.
  • Dr. Roger Strasser (Ex Officio) non voting