Board of Directors: Roles

Role Summary

The Chair is a current and voting volunteer Board Director appointed to St. Joseph’s Health Care London Board of Directors (Board) by St. Joseph’s Health Care London Society (Society). The Chair provides leadership to the Board and the Chief Executive Officer (CEO) of St. Joseph’s Health Care London (St. Joseph’s). The Chair is responsible to the St. Joseph’s Health Care Society and to the Board. The purpose of this role is to ensure the development of a high-performing Board that carries out its work in an atmosphere of respect, candor and trust for management and each other while ensuring the integrity and effectiveness of the Board’s governance roles and processes.

The Board Chair is accountable for maintaining effective relationships with Board Directors, senior leaders and St. Joseph’s stakeholders. The Board Chair serves as the Board’s central point of official communication with the CEO and Chair of the Medical Advisory Committee (MAC Chair) and guides and counsels the CEO and MAC Chair regarding the Board’s expectations.

Accountabilities and Responsibilities

1. Board Governance

   The Chair ensures the Board meets its obligations and fulfills its governance accountabilities and responsibilities and ensures that the actions of the Board are in accordance with the St. Joseph’s Mission, Vision, Values and Strategic Plan. The Chair oversees the Board’s governance accountabilities and responsibilities including:

• Ensuring the Board performs a governance role that respects and understands the role of management;
• With the assistance of the Governance Committee and CEO, ensuring an annual Board work plan is developed and implemented in alignment with St. Joseph’s Mission, Vision, Values and Strategic Plan;
• Ensuring the work of the Board Committees (Committee(s)) is aligned with the Board’s role and annual work plan, and that the Board respects and understands the role of Committees and does not redo Committee work at the Board level;
• The opportunity to attend meetings of Committees, as Ex-officio, and when present is a voting member of the Committee;
• Establishing agendas in collaboration with the CEO and aligned with the Board’s work plan;
• Reporting regularly and promptly to the Board any issues that are relevant to its governance accountabilities and responsibilities;
• Reporting to each annual meeting of the Members of the Corporation concerning the management and operations of the Corporation;
• Overseeing the Board’s evaluation processes and providing constructive feedback to individual Committee Chairs and Directors as required;
• Representing the Board in governance-related integration, collaboration and partnership opportunities with external organizations;
• Ensures CEO selection process and succession planning process is in place;
• Ensures CEO, MAC Chair and MAC Vice-Chair annual goal setting and performance evaluations are completed;
• Performing such other accountabilities and responsibilities as may, from time to time, be determined by the Board.

1. Presiding Officer

   The Chair is the Presiding Officer at all meetings of the Board. The Chair:

• Is accountable for ensuring that all Directors have an opportunity to voice their thoughts on any topic brought to the Board, in a candid and respectful manner;
• Is accountable for ensuring a performance review of all Directors at least annually;
• Is accountable for supporting Directors in the discharge of their responsibilities and accountabilities in an appropriate manner;
• Acts as the official spokesperson for the Board;
• Serves as the Board representative to both internal and external constituencies, and represents the Board at public or official functions;

Core Competencies and Experience

The role requires engagement in the community within which St. Joseph’s serves and is an individual who has leadership experience in business, volunteer, government, education, health care, or not for profit sector. The Chair’s accomplishments will allow for the attraction of other well-qualified high performing Directors.

In addition to the skills and experience as outlined in the Director, Board of Directors (Volunteer) role description, the Chair will possess:

• Previous governance experience including two years as a Director in good standing with the Board
• The ability to establish a trusted advisor relationship with the CEO, MAC Chair and other Board Directors
• Excellent written and oral communication skills coupled with an aptitude for public speaking
• Demonstrated ability to effectively chair meetings

Term and Commitment

In accordance with the Corporate By-Law, the Board Chair shall be appointed annually and shall be eligible for re-appointment provided that:

1. The Chair shall serve no longer than two consecutive years; and
2. Where a Director has served as Chair for two consecutive years, the Board may, by resolution passed by at least two-thirds of the votes cast at a Board meeting, provide that such Director is eligible for re-appointment for a maximum of two additional one-year terms as Board Chair.

An evaluation of the Chair will occur at the end of the first year to assist in their development. The Chair, upon the expiration of their term of office, shall serve on the Board for the next ensuing year as Immediate Past Chair. The Past Chair shall be an Ex-Officio voting Director.

Awareness of relevant legislation/knowledge applicable to role

As outlined in the Director, Board of Directors (Volunteer) St. Joseph’s Health Care London role description.