The Roles and Responsibilities of a Board Member

1
The Roles and Responsibilities of a Board Member
2007 Annual Conference

• Jan Robinson
• Registrar CEO
• College of Physiotherapists of Ontario

2

• In our time together
• key elements of good governance
• responsibilities
• high performing organization
• public information

3

• setting the stage

4

• public organization

5

• protect public Interest

6

• governance is governance is governance

7

• adding value
• strategic direction
• organization well being
• financial health
• quality (perception)
• high performing CEO

8

• key behavior
• -- ask probing questions

9

• responsibilities or duties
• duty of care
• duty of loyalty
• duty of obedience

10

• duty of care unity of accountability
• mandate
• finance

11

• duty of loyalty unity of direction
• conflicts of interest
• one voice
• vision

12

• duty of obedience unity of command
• bylaws
• rules of order
• code of conduct

13

• Who is a Board Member responsible to ?

14
public
15
Licensee (potential)
16
Board and staff
17

• code of conduct
• What is it?
• Why have it?

18

• be knowledgeable
• respect confidentiality
• declare conflict of interest
• ask questions (respectfully)
• listen
• be objective

19

• attend
• speak with one voice
• stay out of operations
• accept nothing less

20

• High performing organization has
• one Board
• one CEO
• one vision
• one voice

21

• one staff person

22

• conflict of interest
• examples ?

23

• know the policy

24

• Achilles heel decision in bad faith

25

• public information
• laws
• decisions taken under statute
• governance (by choice)
• in camera

26

• pressure toward public disclosure

27

• benefits of an informed public

28

• benefits of an informed profession

29

• building and maintaining
• strong relationships

30

• communication tools
• ? audience dependent

31

• evaluate Board performance

32

• Summary
• responsible to many
• governance not operations
• partners in leadership
• build public trust

33
Scenario 1

• Jenny is a nurse and pleased that her
  colleagues have elected her to sit on her local
  nursing board. She is enthusiastic about her
  profession and wants to contribute. She reads
  all of her Board materials before a meeting and
  contributes fully to the debate and decision
  making. The last meeting, however, was very
  challenging.

34

• A particularly difficult matter was raised for
  decision. Jenny had reviewed the background
  material before the meeting and felt this matter
  was particularly important to profession. Jenny
  believed the proposed recommendation should not
  be supported. Jenny called three of her board
  colleagues before the meeting to discuss her
  position.

35

• During the meeting, Jenny spoke vigorously
  against the motion but in the end the
  recommendation was passed. Jenny cannot believe
  the Board couldnt see the problems with their
  decision, and is concerned her reputation is at
  stake with her nursing colleagues.

36

• She has decided to send out a flyer to help
  them understand the challenges with this issue,
  her opinions, and the debate at the Board. She
  is planning to encourage nurses to write to the
  Board and suggest they overturn their previous
  decision.

37
Scenario 2

• Paul is an experienced board member. He has
  set on several not for profit boards and is
  pleased to have been elected to the health board
  as a public member. He is an accountant and has
  much experience to offer. At his first meeting,
  he listens to the finance report with interest.
  He asks many questions relevant to the numbers

38

• presented. He is surprised that few of his
  fellow board members have any comments. Paul
  wonders if they really know how to read financial
  statements.
• After the meeting, Paul speaks to the Chair
  and expresses his concern. The Chair recognizes
  Paul is eager and assures him that the Board is
  well

39

• informed and knowledgeable. They trust the
  CEO on this matter. Paul is unhappy with this
  response and calls the CEO the next day. He asks
  for new, easier formatting of the reports for the
  next meeting and an education session for board
  members on how to read financial statements.

40
Speaker Contact Information

• Jan Robinson
• Registrar CEO
• College of Physiotherapists of Ontario
• e-mail jrobinson _at_collegept.org
• www.collegept.org