Board Appointment of ED/CEO

PREAMBLE

The recruitment, selection and appointment of a CEO are, along with performance monitoring, among the most important responsibilities of the Board. An appointment of a CEO should be made with the confidence of the Board.

POLICY:

CEO Appointment:

When a vacancy in the position of CEO is anticipated, the Board will determine the needs of the Foundation at that point in its evolution.

The Board will establish an ad-hoc committee consisting of the Board Chair, Vice Chair, and at least one other member of the Board. The committee is tasked to:

1. Establish timelines to determine successful appointment of the CEO.
2. Conduct a community and philanthropic scan.
3. Develop for the Board's review and approval a revised position description that addresses the needs and strategic direction of the Foundation.
4.  Present recommendations to the Board.

The Board, with recommendations from the ad-hoc committee, will determine the search process. The Chair and Vice-Chair of the Board will implement the Board's direction.

The selection of the final candidate shall be approved by the Board on a simple majority vote.

The Chair and Vice-Chair of the Board are authorized to negotiate the employment (or contractor for an interim position) contract to secure term, duties/responsibilities and remuneration. The employment contract is presented to the Board for final approval.

CEO Renewal:

The Board will establish an ad-hoc committee of the Board Chair, Vice Chair, and at least one other member of the Board. The committee is tasked to:

1.  Establish timelines to determine successful renewal of the CEO.
2. Conduct a community and philanthropic scan for comparators.
3. Review current position description that addresses the needs and strategic direction of the Foundation.
4. Present recommendations to the Board.

The Chair and Vice-Chair of the Board are authorized to negotiate the employment (or contractor for an interim position) contract to secure term, duties/responsibilities and remuneration. The employment contract is presented to the Board for final approval.

The Committee shall report to the Board as and when required.

Canadian Law and Regulatory Compliance

The appointment, compensation, renewal and termination of the chief executive officer will be approved by Board resolution after conflicts are disclosed and managed. Compensation must be reasonable for the services provided, supported by appropriate comparators and consistent with the governing statute, employment law, the bylaws and the prohibition against conferring an undue benefit.

The Board will maintain a written position description, employment agreement, performance-review process, succession plan and record of the information considered in approving compensation and material employment terms. Legal advice will be obtained before termination or any material change to employment terms.

Application note: This template must be read with the Foundation's articles, bylaws, gift terms and the federal, provincial or territorial laws that apply to its incorporation, activities and operating jurisdictions. Organization-specific facts and provincial requirements require lawyer confirmation before adoption.

Monitoring: This policy will be reviewed prior to search for a new CEO/ED.

Board Acceptance: This policy was approved/reaffirmed at the __________Board meeting.