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GP05 - Council Charter

Policy Number: GP 5 Effective Date: September 1, 2021
Last Review Date: September 2021 Next Review Date: September 2022
Review Frequency: Annually Related Supporting Documents:  

Mandate (Purpose)

The Council of the College is its governing body, responsible for effectively regulating the nursing profession and protecting the public interest through its commitment to reform governance. Council has a fiduciary duty to discharge its responsibilities for the benefit, and in the interests of CARNA, within, and in accordance with the Health Professions Act.  

Authority

The Council of the College will exercise all the powers and duties granted to a governing Council under the Health Professionals Act.  

Composition

Council is composed of 8 regulated members and 8 public representatives appointed by the Lieutenant Governor in Council.

The CEO & Registrar is a non‐voting member of Council.

Term of Office

The term of office of all regulated members of Council is three years, staggered, with approximately one‐third of these elected each year, renewable once, i.e. with a limit of two consecutive three-year terms of service.

Quorum

A quorum at Council decisions is a majority (more than half) of the members of Council.

Principles

The Council is individually and collectively committed to regulating in the public interest in accordance with the following principles: 

 ACCOUNTABILITY

  • We make decisions in the public interest.
  • We are responsible for our actions and processes.
  • We meet our legal and fiduciary duties as governors.

ADAPTABILITY

  • We anticipate and respond to changing expectations and emerging trends.
  • We address emerging risks and opportunities.
  • We anticipate and embrace opportunities for regulatory and governance innovation.

COMPETENCE

  • We make evidence-informed decisions.
  • We seek external expertise where needed.
  • We evaluate our individual and collective knowledge and skills in order to continuously improve our governance performance.

DIVERSITY

  • Our decisions reflect diverse knowledge, perspectives, experiences and needs.
  • We seek varied stakeholder input to inform our decisions.

INDEPENDENCE

  • Our decisions address public interest as our paramount responsibility.
  • Our decisions are free of bias and special interest perspectives.

INTEGRITY

  • We participate openly and honestly in decision making through respectful dialogue.
  • We foster a culture in which our words align with our deeds.
  • We build trust by acting ethically and following our governance principles.

TRANSPARENCY

  • Our processes, decisions and the rationale for our decisions are accessible to the public.
  • We communicate in a way that allows the public to evaluate the effectiveness of our governance.

Duties and Responsibilities

To distinguish Council’s own unique work from the work of its CEO & Registrar, Council will concentrate its efforts on the following:

  • Responsible for the effective and strategic governance of the College with a focus on strategy and risk oversight
  • Approve strategic directions, performance outcomes, risk tolerances, governance policies and budget, then gain reasonable confidence that the College is achieving these (monitor and evaluate actual performance in each area)
  • Oversee risk and ensure critical risks are reported, monitored and appropriate controls or treatment strategies are put in place by management under its risk management program
  • Appoint the CEO & Registrar
  • Review the CEO & Registrar’s performance at least annually
  • Oversee the College’s performance to ensure intended results align with strategic goals
  • Delegate to Management the authority (approval and reporting authority levels: see Appendix) to manage the College’s day-to-day business, while reserving the ability to review Management decisions
  • Oversee the College’s financial reporting and disclosure through the approval of the audited financial statements
  • Appoint Governance and Regulatory Committee Chairs and members
  • Approve changes in the Bylaws of the College
  • Gain reasonable assurance regarding the integrity of the College's internal control and management information systems
  • Take action when performance falls short of its goals or when other special circumstances warrant it
  • Develop the College’s approach to corporate governance, including developing a set of corporate governance principles and policies that are specifically applicable to the College
  • Gain reasonable assurance that the College operates at all times within applicable laws and regulations, and to high ethical and moral standards.
  • Incorporate public perspectives in decision-making
  • Ensure that the required regulatory and legislative responsibilities named in the Health Professions Act and other relevant legislation, Acts, Regulations and agreements are met

Governance of Council

Council will:

  • Establish a schedule of meetings
  • Meet at least 3 times per year and at other times as requested by the Chair
  • Have the Chair set an agenda in consultation with individual Council members (who may propose new agenda items for consideration), and the CEO & Registrar
  • Communicate with management regarding Council’s information needs and the timing of reports
  • Ensure that meeting materials are distributed in a timely manner
  • Appoint the Chair from among the members of Council as outlined in GP 19 Council Chair Charter
  • In the absence of the Chair, the Chair of the Leadership Review and Governance Committee will be designated as acting Chair of Council
  • Maintain rules of order
  • Seek consensus
  • Prepare and circulate minutes in a timely fashion
  • Speak with one voice
  • Receive education and training in order to fulfill its mandate
  • Seek outside expert advice as needed
  • Evaluate the performance of Council, the Chair, individual members, Regulatory or Governance Committee Chairs and members
  • Review Policies and Charters on a regular basis

APPENDIX

Drawing the Line Between Council and Management:

The following examples are given to illustrate the line between Council and Management.  Of course, no list of this sort can be comprehensive, and the line may shift from time to time, but this should assist the Council and Management in differentiating their responsibilities and clarifying accountabilities.  The format follows the core responsibilities of the College’s preferred governance model (“reform” governance, a governing type council.)

 

Leadership:

Function Council Responsibility Management Responsibility
Strategic Planning
  • Oversee the development of mission, vision, values, and strategic goals
  • Review and approve any multi-year, capital or operational plans and budgets, or material deviations from them, ensuring consistency with vision and mission
  • Monitor the performance of strategic planning to ensure investments are achieving intended measurable results
  • Develop Values, Vision and Mission, in conjunction with Council
  • Develop strategic goals in consultation with Council
  • Implement Strategic Plan, within Council-approved parameters and Budget
  • Develop an annual Contribution Agreement outlining projects and initiatives aligned with strategic goals
  • Develop and implement annual operational plans
Policy Development
  • Approve and gain reasonable assurance as to the implementation of high level regulatory and governance-related Policies delineating parameters within which Management will operate
  • Develop and recommend high level regulatory and governance-related Policies within which Management will operate
  • Operate within approved policies or seek exceptions to policy where required
Council Committees
  • Develop effective Council governance processes and procedures, including establishing Council committees and ensuring the committees are effectively composed and functioning.  
  • Approve items submitted to the Council by committees as outlined in the committee charters
  • Support and inform the work of the committees

Stewardship:

Function Council Responsibility Management Responsibility
Risk Management
  • Oversee and understand critical risks facing the College
  • Develop risk tolerances, in conjunction with Committees and Management
  • Monitor risk management, focusing on results and performance benchmarked against approved tolerances
  • Identify risks to the College under the College’s Risk Management Program
  • Develop risk tolerances, in conjunction with Council
  • Assess and manage risks facing the College under its Risk Management Program
  • Report to Council (and/or Council Committees) on management of risks, using approved tolerances as benchmarks
Succession
 
 
 
 
  • Gain reasonable assurance as to the effective renewal of the Council including reviewing the Council’s size, independence, skills, succession, functioning and development
  • Recruit and monitor the CEO & Registrar
  • Satisfy itself that a process is in place with respect to the appointment, development, evaluation and succession of senior Management
  • Recruit and monitor all other staff
  • Develop and implement a process with respect to the appointment, development, evaluation and succession of senior Management
Compensation
  • Set reimbursement guidelines for Councillor and Committee member expenses
  • Set compensation rates for College work for all Council, Governance Committee and Regulatory Committee members appointed by the College
  • On the recommendation of the Leadership Review and Governance Committee, establish procedures for reviewing the performance, and the compensation, of the CEO/Registrar
  • Direct dealings with staff in all HR and compensation issue
  • Set compensation levels for all other staff
Delegation of Authority
  • Make decisions about all aspects of employing the CEO & Registrar
  • Delegate to the CEO & Registrar the authority (specific approval and reporting authority levels) to manage and supervise the business of the College, including making of all decisions regarding the College’s operations that are not specifically reserved for the Council
  • Delegate to committees the activities and accountability for due diligence in regulatory and corporate governance
  • Supervise the business and affairs of the College  
  • Delegate approval and reporting authority levels throughout the College
  • Obtain approval for any decision that will result in a “material” deviation from the Council approved strategic  five-year strategy, approved operating budget or operating policies

Monitoring:

Function Council Responsibility Management Responsibility
Performance Management
  • Review and approve proposed corporate performance indicators
  • Ensure the College is monitoring performance management and has benchmarked against targets and peers (where appropriate)
  • Identify key performance indicators based on planned results in key risk/goal areas
  • Report to Council on performance indicators, using actual performance results benchmarked against targets and peers
Evaluation
  • Approve procedures (recommended by the Leadership Review and Governance Committee) to exercise oversight of the evaluation of the Council, Governance and Regulatory Committees and the CEO & Registrar
  • Gain reasonable assurance regarding the completion of the performance evaluation of the CEO & Registrar, Council and Council committees
  • Evaluate the performance of all levels of employee below the CEO & Registrar

 

Reporting:

Function Council Responsibility Management Responsibility
Financial Oversight
  • On recommendation of the Finance and Audit Committee, approve the annual audited financial statements and accept as information the interim quarterly financial statements of the College
  • On recommendation by the Finance and Audit Committee, agree to the threshold levels set by management in reporting of variances from budget, targets or benchmark
  • On recommendation of the Finance and Audit Committee, agree to the effectiveness of financial internal controls and financial information received by Council
  • Prepare  annual and interim quarterly financial statements of the College
  • Select the accounting policies and practices of the College
  • Select and gain reasonable assurance regarding the effectiveness of internal financial controls and information systems       
  • Attain and report on Council approved financial targets and budgeted projections, reflecting thresholds agreed to by Council regarding variances from budget, targets or benchmarks
Disclosure
  • Approve the College’s communication policy including the extent of disclosure
  • Develop and implement the College’s communications plan or policy and disclosures
Member and Stakeholder Communications
  • Satisfy itself that effective communication is in place between the Council and the College’s regulated members, other stakeholders, and the public
  • Review criteria for the evaluation of members and other legitimate stakeholder expectations so that they remain relevant to changing circumstances
  • Proactively communicate with the regulated members, stakeholders and the public on behalf of the College