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Corporate Governance

Corporate governance is the structure and processes by which an organization is directed, controlled and held to account.

Corporate governance addresses the Board of Directors and the role the Board plays in ensuring the organization’s short and long-term success consistent with its mandate and mission.

Constitution

The Governance policies and practices of the Provincial Health Services Authority are compliant with the Governance and Disclosure Guidelines for Governing Boards of British Columbia Public Sector Organizations (Best Practice Guidelines) February 2005 issued by the Board Resourcing and Development Office (BRDO), Office of the Premier of British Columbia.

Public sector organizations are unique and must evolve governance practices appropriate to their particular circumstances. It is expected, nevertheless, that they will meet the standards and expectations set out in the Best Practice Guidelines to ensure continuing excellence in the governance of public assets and accountability to their stakeholders. The expectation of the Government of British Columbia is that individual organizations will report on their governance practices as soon as possible and that all public sector entities will be in a position to meet the disclosure standards set out in the Best Practice Guidelines commencing with the first annual report or service plan filed after April 2006.

The information found on this page and other areas of the PHSA website, is made available as part of our efforts to ensure excellence in governance and accountability.

Constitution & bylaws

PHSA Constitution & Bylaws

PHSA Constitution and Bylaws outline how the PHSA is constituted under the BC Society Act. (For a copy of the Society Act, visit the BC government website www.qp.gov.bc.ca/statreg/).

Terms of reference

The PHSA Board of Directors approved Terms of Reference to govern the committees of the Board. These Terms of Reference confirm the PHSA Board's commitment to leading practices.

Guidelines

a) The board is made up of individuals who, collectively, have the required competencies and personal attributes to carry out their responsibilities effectively.



b) Unless specified otherwise in the governing legislation, board members are independent from management and have no material interest in the organization.
PHSA Bylaws, Section 2, Clause 2.6


c) The board has a committee that develops director selection criteria and identifies and evaluates potential candidates.


d) The board has a competency matrix that is updated annually and when vacancies arise. The competency matrix is used to identify competency “gaps” on the board and direct the search for new candidates.

ActivityPlannerGovHRCtee.pdf



e) The board has a board succession plan to recommend to Government the orderly turnover of directors.



f) The board publishes the name, appointment term and a comprehensive biography for each director.

 

a) The board publishes a charter that details its roles and responsibilities and the governance processes used to fulfill them.

Response

 
a) The board has committees that address the Finance, Governance, Human Resources and Compensation, and Audit functions as well as other committees relevant to board operations. b) Each board committee has written terms of reference that are available publicly and that outline the committee’s composition and responsibilities.
  • see above terms of reference

c) Each committee keeps informed about emerging best practices in corporate governance relevant to its functions.


d) Every board task force and working group established to address board needs has written terms of reference outlining its composition, responsibilities, working procedures and termination date.

  • none currently in existence
 
a) Audit Committee members are financially literate and at least one member has accounting or related financial management expertise.

The Chair of the Audit Committee has confirmed thatcurrent members of the Audit Committee are financially literate and at least one member has accounting or related financial experience. This disclosure requirement will be applied when selecting future members of the Audit Committee

Remaining items under Guideline 4 are addressed in the following two documents:

b) Members of the Audit Committee are independent from the external auditors.

c) The Audit Committee has written terms of reference that set out its roles and responsibilities.

d) The Audit Committee annually reviews its terms of reference and assesses its effectiveness in meeting the needs of the board of directors.

e) The external auditor reports directly to the Audit Committee, not to management.

f) The Audit Committee has an auditor independence policy or reviews and pre-approves all non-audit services to be provided to the organization or its subsidiaries by the external auditor.

g) The Audit Committee periodically reviews the need for an internal audit function

The PHSA employs an internal assurance director

h) If the organization has an internal audit function:

  • i) the internal audit group reports functionally to the Audit Committee and administratively to the Chief Executive Officer;
  • ii) the Audit Committee oversees the work of the internal audit group.

i) The Audit Committee meets from time to time with the external and internal auditors without management present.

j) The Audit Committee reviews any proposed changes to the position of the organization’s chief financial officer.

k) The Audit Committee has the authority to engage independent counsel and other advisors, with prior approval from the board chair.

 
a) The positions of chair and CEO are separate

b) The board publishes a position description that sets out in detail the responsibilities of the chair.

  • See Terms of Reference - Board Chair (above)

c) The chair and the responsible Minister communicate regularly to build their working relationship.

  • Regularly scheduled chair to chair meetings
 

a) The board publishes a charter or similar document for directors that details the expectations of individual board members.

b) The board develops and publishes minimum attendance expectations for directors and makes public the directors’ attendance records.

c) As part of public sector transparency, the organization annually discloses the amount of compensation paid to each individual director for the preceding year.

  • This information is posted to our website every September for the preceding fiscal year. Budget & Financials.
 




a) The board has a job description that sets out in detail the
responsibilitiesof the CEO.

b) The board establishes annual performance expectations
for the CEO.

c) The board annually assesses the CEO’s performance against
the position description and the performance expectations.

  • see Performance Evaluation Process above
d) The directors regularly meet together without management
present
  • An in-camera Board meeting is held in conjunction with regular Board meetings without the CEO in attendance.


 
a) The board has a position description that sets out in detail the responsibilities of officers of the board.

 
a) The board has adopted a Code of Conduct and Ethics that is consistent with the Standards of Ethical Conduct for Public Sector Organizations.
b) The organization publishes its Code of Conduct and Ethics.
  • See Code of Ethics above
 
  •  PHSA Board Self Assessment Tool
  • Guideline 10 - Orientation and Professional Development Response

    a) The board has a comprehensive orientation program
    for new directors.

    This guideline is met by these two documents:

    b) The board has a culture that encourages new directors to
    participate fully and effectively in board activities as soon as possible.

    c) The board provides ongoing educational opportunities for
    directors to learn about the organization, its sector and its
    corporate governance practices, and maintains a policy encouraging
    directors to take advantage of these opportunities.

 
a) The board annually assesses its performance and the performance
of each of its committees against their respective charters or
terms of reference.

b) The board annually assesses the performance of the chair against
the chair’s position description.

Note:The Board conducts one evaluation each alternate
year between the Board as awhole and individual directors/chair

c) The board annually assesses the performance of individual directors
against the directors’ charter of expectations.

 

a) An appropriate communications strategy is in place that meets the
needs of all stakeholders, employees and Government and reflects a public sector organization’s requirement for transparency and accountability.

Financial informationis reported quarterly on the PHSA website

b) The board chair is the authorized spokesperson for the board and the CEO is the primary spokesperson for the organization.

 

 


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SOURCE: Corporate Governance ( )
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