Governance and Governance Assessment

Directors act in the best interest of their foundation, exercising care, diligence and skill that a prudent person would show in similar circumstances

The three key duties of directors are:

• Duty of Skill or Competence
• Duty of Diligence
• Duty of Loyalty

Duty of Skill or Competence

• Ensuring Board member nomination, recruitment and orientation process in place
• Ensuring the effectiveness of Board, committees and management through an annual evaluation process
• Voicing, clearly, respectfully and explicitly at the time a decision is being taken, any opposition to a decision being considered by the Board
• Developing a process for succession planning of officers, directors and committee chairs

Duty of Diligence

• Being informed of incorporation articles, bylaws, mission, and strategic plan
• Ensuring that the bylaws and Board practices comply with the applicable governing statute and the Foundation's articles, including the required number and qualifications of directors, meeting requirements, conflict rules and any restrictions on director remuneration
• Being informed of Board activities, the community and general trends in philanthropy
• Attending Board meetings, serving on a committee(s) and contributing to the work of the Board
• Ensuring that proper minutes of meetings and policies are properly recorded and retained
• Ensuring that the financial affairs of the corporation are conducted in a responsible and transparent manner with due regard for their fiduciary responsibilities and public trusteeship
• Ensuring that there are terms of reference for the Board and officers
• Asking the directors to review a decision where the Board acted without full information
• Ensuring that the vision and mission statements are in place and reviewed for relevance every 5 years
• Developing, approving, monitoring and evaluating strategic plans in conjunction with the senior staff person
• Appointing and orienting the senior staff person, monitoring their performance against specified goals related to the strategic plan, and approving the senior staff person's remuneration.
• Ensuring that there is a job description or terms of reference for the senior staff person which includes compensation and benefits
• Evaluating management's effectiveness in implementing the strategic plan
• Working with staff, where appropriate, on committees and respecting the roles of Board and staff
• Ensuring that strategy is implemented for consulting and communicating with stakeholders

Duty of Loyalty

•  Publicly demonstrating acceptance, respect and support for decisions legitimately taken in the transaction of the Board's and/or foundation's business
• Serving the overall best interest of the corporation rather than any particular constituency

Implementation:

Board members will be informed of their responsibilities during an orientation session conducted within 2 months of joining the Board. 

A Board manual will be prepared for all Board members and it is the responsibility of each Board member to keep their manual updated.

Governance

Where Board members perform administrative functions, the Board will document the operational responsibilities assigned to each director, require appropriate reporting and conflict controls, and review the governance model annually and whenever staff are hired. 

Implementation:

This model of governance will be communicated to all committee chairs and will be included in the foundation's promotional materials.

Governance Assessment

The Board will assess its effectiveness on an annual basis at the meeting immediately preceding the annual general meeting.

Implementation:

The following will be assessed: Board orientation, financial viability, understanding the Board's responsibilities, the effectiveness of planning direction and priorities of the foundation, management of Board meetings, Board commitment to foundation's mission and values, compliance with bylaws, and conflict of interest. 

An action plan will be developed to strengthen the Board's effectiveness. The Board will monitor the plan. It is the responsibility of the Board Chair to report at each Board meeting on the implementation of the plan.

Canadian Law and Regulatory Compliance

The Board will exercise the care, diligence and skill required by the Foundation's governing corporate statute and the common law, act honestly and in good faith with a view to the Foundation's best interests, and safeguard charitable property for the Foundation's stated charitable purposes.

The Foundation will maintain the number, qualifications and independence of directors required by its articles, bylaws and governing statute. A federally incorporated soliciting corporation must have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates. An Ontario corporation governed by the Not-for-Profit Corporations Act, 2010 must have at least three directors. Any higher standard in the governing documents continues to apply.

The Board will review at least annually the Foundation's charitable-registration obligations, governing documents, conflicts, financial oversight, risk controls, succession, and the effectiveness of the governance model. Where directors perform operational functions, their delegated responsibilities and reporting lines will be recorded, and the Board will reconsider that model when staff are hired or responsibilities materially change.

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 every two years

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