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GUIDE TO

CORPORATE
GOVERNANCE

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Introduction.............................................................................................................................I

1.0 Context...........................................................................................................................1.1
The Saskatchewan Health System............................................................................................ 1.1
Partners and Stakeholders........................................................................................................ 1.1
Relationship with Government................................................................................................ 1.1

2.0 Accountability.................................................................................................................2.1
Introduction............................................................................................................................. 2.1
Distinguishing Accountability from Similar Concepts............................................................. 2.1
Principles for Effective Accountability...................................................................................... 2.2
Clear roles and responsibilities............................................................................................. 2.2
Clear performance expectations............................................................................................ 2.2
Balanced expectations and capacities.................................................................................... 2.2
Credible reporting............................................................................................................... 2.3
Reasonable review and adjustment....................................................................................... 2.3
Accountability Process and Mechanisms.................................................................................. 2.3
Establish expectations and performance measures.................................................................. 2.3
Select strategies.................................................................................................................... 2.4
Take action and monitor progress......................................................................................... 2.4
Report on results................................................................................................................. 2.4
Evaluate results................................................................................................................... 2.4
Maintain or Change Course................................................................................................ 2.4
Accountability in Context........................................................................................................ 2.4
Achieving Accountability in Saskatchewans Health System.................................................... 2.5
Legislative and Accountability Framework............................................................................... 2.5
Responsibilities of Key Partners in Saskatchewans Health System........................................... 2.6
Accountability Framework For Key Partners in Saskatchewans Health System....................... 2.7

3.0 Governance.....................................................................................................................3.1
Introduction............................................................................................................................. 3.1
Governance Further Defined................................................................................................... 3.1
Barriers to Effective Governance.............................................................................................. 3.1
An Overview of Governance Models....................................................................................... 3.1
Operational........................................................................................................................ 3.2
Collective........................................................................................................................... 3.2
Management...................................................................................................................... 3.2
Traditional......................................................................................................................... 3.2
Policy Governance.............................................................................................................. 3.2
Results-Oriented Board....................................................................................................... 3.2
Advisory............................................................................................................................. 3.2
Representational................................................................................................................. 3.3
Hybrid Policy Leadership Model.......................................................................................... 3.3
Adopting a Governance Model in the Saskatchewan Health Sector......................................... 3.3
A Model of Corporate Governance Team in the Regional Health
Authority/Saskatchewan Cancer Agency Context.................................................................... 3.5

4.0 Summary of Governance Best Practices...........................................................................4.1


Key Areas................................................................................................................................. 4.1
Goal: The board has policies and processes that serve as a
framework for organizational governance................................................................................. 4.1
Goal: The board has a document outlining the framework
for the management and operation of the board....................................................................... 4.2
Goal: The board and its members have clearly defined roles and expectations.......................... 4.2
Goal: The board effectively communicates information among its members and to others....... 4.3
Goal: The board works with the Minister and the Ministry to bring
the proper collective set/mix of skills to the organization......................................................... 4.5
Goal: The board demonstrates high standards of personal and professional
conduct to maintain public confidence in their behaviours or actions...................................... 4.6
Goal: Board membership is well managed............................................................................... 4.7
Goal: The board effectively discharges its functions and responsibilities................................... 4.8
Goal: The board evaluates its own performance in relation to its
responsibilities and periodically reviews and revises governance
structures, processes, and policies as appropriate...................................................................... 4.9
Goal: The board oversees the engagement, hiring, and annual performance
evaluation of the chief executive officer. The board also delegates responsibility
and related authority for the management and operation of the organization........................... 4.10
Additional Information............................................................................................................ 4.11
APPENDIX A...........................................................................................................................1

Best Practices in Corporate Governance in Saskatchewans Health Sector.................................1


Goal: The board has policies and processes that serve
as a framework for organizational governance.......................................................................... 3
Goal: The board has a document outlining the framework
for the management and operation of the board....................................................................... 5
The Benefits of Developing a Board Charter......................................................................... 5
Goal: The board and its members have clearly defined roles and expectations.......................... 7
Defining Roles and Responsibilities of the Board................................................................... 7
Defining Role and Responsibilities of Board Members........................................................... 9
Roles and Responsibilities of the Chairperson........................................................................ 10
Roles and Responsibilities of the Vice-Chairperson................................................................. 12
Goal: The board effectively communicates information
among its members and to others............................................................................................. 13
Board Meetings................................................................................................................... 13
Meeting Operations............................................................................................................ 14
Information Presentation and Assessment............................................................................. 15
Member Participation at Meetings....................................................................................... 16
Special Board Meetings....................................................................................................... 17
In-Camera Meetings of the Regional Health Authority.......................................................... 18
Board Meetings without Management Present...................................................................... 19
Goal: The board works with the Minister and the Ministry to bring
the proper collective set/mix of skills to the organization......................................................... 21
Board member Attributes, Skills and Core Competencies...................................................... 21
Finding Balance: Board Composition................................................................................... 22
Nomination/Appointment Process for Board Members........................................................... 23
Filling a Vacancy................................................................................................................ 24
Goal: The board demonstrates high standards of personal and professional
conduct to maintain public confidence in their behaviours or actions...................................... 27
Code of Conduct and Ethics................................................................................................ 27
Fiduciary Responsibilities and Duty of Care......................................................................... 28
Conflicts of Interest............................................................................................................. 29
Ethical Guidelines.............................................................................................................. 31
Disclosure........................................................................................................................... 32
Goal: Board membership is well managed............................................................................... 33
Professional Development at the Local Level......................................................................... 33
Ongoing Education............................................................................................................. 35
Professional Development at the Provincial Level.................................................................. 36

3
Goal: The board effectively discharges its functions and responsibilities................................... 37
Membership of Board Committees....................................................................................... 37
Establishment of Committees............................................................................................... 38
Executive Committee.......................................................................................................... 39
Finance Committee............................................................................................................. 40
Audit Committee................................................................................................................ 41
Governance/Nomination Committee.................................................................................... 43
Human Resources Committee.............................................................................................. 44
Ad Hoc Committees............................................................................................................ 45
Goal: The board evaluates its own performance in relation to its
responsibilities and periodically reviews and revises governance policies,
processes and structures as appropriate..................................................................................... 47
Evaluation of the Board and its Committees......................................................................... 47
Evaluation of the Board Chairperson and Individual Members............................................. 49
Goal: The board oversees the engagement, hiring, and annual performance
evaluation of the chief executive officer. The board also delegates responsibility
and related authority for the management and operation of the organization........................... 51
CEO Job Description.......................................................................................................... 51
CEO Recruitment............................................................................................................... 53
CEO Expectations and Performance Evaluation................................................................... 54
Steps in a CEO Performance Evaluation.............................................................................. 55

4
INTRODUCTION to be prescriptive nor promote a simple tick the
box environment of compliance. Rather, this
document is intended to be a reference for boards
Today, boards play a significant role in
in their review and update of governance practices
the guidance of an organization. In the
to meet opportunities and varying needs.
Saskatchewan health system, regional health
authorities (RHAs) and the Saskatchewan Given the continual evolution of governance
Cancer Agency (SCA) work hard to ensure practices, it is expected that this guide is dynamic
the delivery of health services to the people of and will be updated as new best practices emerge.
Saskatchewan. In general, how a board governs Additionally, each board is unique and each
affects an organization. Embracing best practices board may choose to adapt these practices in the
in corporate governance helps boards operate at way that is most suitable to their organization.
an optimal level and achieve the goals for the
The Guide to Corporate Governance in the
organization.
Saskatchewan Health Sector is divided into five
Good corporate governance is not restricted to parts:
a specific type of organization. Furthermore,
Part One: Context in which governing
all corporate governance systems throughout
bodies operate. This section identifies the
the world are the product of a series of legal,
key partners in the Saskatchewan health
regulatory and best practice elements.1 Good
system;
corporate governance is principle-based rather
than rule-based. Thus, the Guide to Corporate Part Two: Accountability. This section
Governance in the Saskatchewan Health Sector defines accountability and the elements
highlights a collection of best practice principles that contribute to effective accountability;
that comprise effective governance. Part Three: Governance. This section
This document, as developed through a further defines governance, its models
collaborative review of governance best practices and how it contributes to effective
literature, actual public sector organization organizational outcomes;
experiences and current Saskatchewan health Part Four: Summary of Governance
sector practices, was compiled to serve the Best Practices. This section outlines best
needs of regional health authorities and the practices and gives examples of how these
Saskatchewan Cancer Agency. The guide is practices can be applied.
designed to be a concise tool for boards to use in
their application of best practices. The first four parts comprise the core section of
the document. This core provides the principle
We recognize the regional health authorities and information surrounding accountability,
Saskatchewan Cancer Agencys commitment governance and governance best practices.
to achieving effective corporate governance and The appendices are an additional resource and
recognize that many of the features for effective provide more detailed information on the topics
governance are already in place and/or being covered in the core section.
practiced. Hence, this document is not intended

The Conference Board of Canada (2005). Corporate Governance Handbook 2005:


1

Developments in Best Practices, Compliance, and Legal Standards.

1
INTRODUCTION

In achieving its success, a board governs and The regional health authorities and Saskatchewan
works towards goals as a team. Exercising Cancer Agencys continued delivery of high
collective influence, board members have quality services to communities will ultimately
no individual authority or power. They may reflect the benefits of continuing to work together
disagree, debate and/or argue about issues, but towards effective corporate governance.
to decide and act, members must do so together.

2
1.0 CONTEXT Partners and Stakeholders
Key partners in the Saskatchewan health
system include: regional health authorities, the
A major theme underlying this Saskatchewan Cancer Agency, Minister and the
document is the shared responsibility Ministry of Health, the provincial and federal
of the Government of Saskatchewan, and governments, health care organizations
regional health authorities, health care (HCOs), First Nations, and other major partners
organizations and the health professions such as Health Quality Council, Saskatchewan
for ensuring quality in Saskatchewans Association of Health Organizations (SAHO),
health system. This requires that all parties and Saskatchewan people/public. These key
work together to continually improve partners have relationships or partnerships with
quality in the delivery of care. each other, and they are interconnected and
interdependent.

Regional Health Authorities, the Saskatchewan Relationship with Government


Cancer Agency, and the Athabasca Health Accountability refers to a formal relationship
Authority comprise the governing bodies in the between parties where a responsibility is
Saskatchewan Health System. The purpose of conferred and accepted and with it, an
this section is to highlight the context in which obligation to report back on the discharge of that
these governing bodies operate and the players responsibility. One is responsible for something,
governing bodies interact with. but accountable to someone.

The Saskatchewan Health System An accountable party is subject to direction or


sanctions by the individual or body that confers
Saskatchewans vision for health is building responsibility. Answerability, on the other hand,
a province of healthy people and healthy is the obligation to simply provide information
communities. It is a broad and long-term and explanation to another party. An answerable
vision that includes not only the provision of party is not subject to direction or sanctions
quality health services but also the importance by the party requesting the information.
of promoting and protecting good health. Answerability arises from implicit or explicit
In co-operation with the Minister of Health expectations between parties in a relationship,
stakeholders in the health system, including sometimes based on traditions. These
regional health authorities, work together and expectations can result in obligations between
with other sectors to improve the health of the answerable parties. A governing body can be
Saskatchewans people and the quality of the both answerable and accountable to a party or
health system. Continual improvement in the just answerable to a party.
quality of Saskatchewans health system requires
an ongoing focus on governance. The governing bodies have the formal
accountability relationships with government as
outlined in the Accountability Framework (see
page 2.9).

1.1
1.0 CONTEXT

The governing bodies are answerable to different provincial government, Minister of Health,
areas of government including: the Legislative the Ministry of Health, other ministers in the
Assembly and its officers the Provincial Government of Saskatchewan and the Federal
Auditor, Information and Privacy Commissioner, government.
Ombudsman and Childrens Advocate, the

1.2
2.0 ACCOUNTABILITY challenges. The expectations for governance are
based on responsibilities outlined in legislation.
Clear expectations provide the context within
which boards can focus on their roles and
The overall objective of a regional health responsibilities, and how they work together and
authority is to maintain and enhance the with others to achieve a province of healthy
health status of its population. As well, people and healthy communities.
the board of a regional health authority
establishes how the health authority can Distinguishing Accountability
best contribute to the achievement of the from Similar Concepts
overall vision for health in Saskatchewan,
and is accountable for its performance in Accountability must be distinguished
governing health care. from similar terms such as responsibility
and answerability. Accountability and
responsibility are not synonyms. A responsibility
Introduction is the obligation to act or make a decision.
Accountability is a type of formal relationship
Improvement in the overall quality of that comes into existence when a responsibility
Saskatchewans health system requires an is conferred and accepted and with it, an
understanding of accountability. We need to obligation to report back on the discharge of that
clearly assign responsibilities, set expectations responsibility. One is responsible for something,
and monitor and report on the performance of but accountable to someone.
the system.
An accountable party is subject to direction or
The purpose of part two is to describe the sanctions by the individual or body that confers
structure and processes supporting accountability responsibility. Answerability, on the other hand,
in Saskatchewans health system. The first half is the obligation to simply provide information
discusses the concept of accountability and what and explanation to another party. An answerable
comprises effective accountability. The second party is not subject to direction or sanctions
half applies accountability to the context of by the party requesting the information.
Saskatchewans health system, including the Answerability arises from implicit or explicit
roles, responsibilities and reporting relationships expectations between parties in a relationship,
of the various players in Saskatchewans health sometimes based on traditions. These
system. This focus on both process and structure expectations can result in obligations between
is important to ensure not only that individuals the answerable parties.
and organizations are accountable, but also that
accountability leads to ongoing improvements. Many of the informal relationships that exist
throughout the health system are answerable
Establishment of a complete accountability relationships. Health professionals, for example,
framework that is supported by appropriate are answerable to their peers as individuals and
processes will be ongoing. Further work will to other health professionals - this enables teams
be needed to clarify roles, responsibilities, to function. Peers share information but dont
reporting relationships and processes, as the provide direction or apply sanctions to each
health system changes in response to new other. Health authorities are answerable to other

2.1
2.0 ACCOUNTABILITY

health authorities - sharing information enables upon and well understood by all parties involved.
authorities to provide better coordinated care for Such an understanding provides the context
the people of Saskatchewan. within which both parties will respond and
perform.
Similarly, health professionals and other health
care providers are answerable to their patients. If an understanding does not exist and required
Health professionals provide information and clarification has not occurred, the basic
explanation to patients and obtain consent underpinnings of an effective relationship are
before providing treatment, but patients do not absent. This risks confusing implementation of
provide direction or apply sanctions to improve arrangements and, if things go wrong, makes
professionals performance. However, patients it more difficult to determine what happened.
can exercise their rights to seek professional care Parties in an accountability relationship must
elsewhere or to raise issues with the professional make certain that the responsibilities for the
bodies to whom the various professions are procedures and processes used are clear.
answerable for their licensure.
Clear performance expectations

Principles for Effective Accountability The objectives being pursued, the


accomplishments expected and the constraints to
There are five main principles that help
be respected should be explicit, understood and
achieve effective accountability by defining the
agreed upon.
relationships and practices that promote effective
accountability. If expectations are unclear, their realization is,
of course, quite unlikely. Accordingly, it is very
The Principles for Effective Accountability are:
important that the expectations are mutually
Clear roles and responsibilities; understood and accepted. This includes the
Clear performance expectations; need to agree on what each party is expected to
Balanced expectations and capacities; contribute to the end result, including the inputs
Credible reporting; and and outputs to achieve the desired outcomes.
Reasonable review and adjustment.
Balanced expectations and capacities
While these principles do not necessarily imply
Performance expectations need to be clearly
additional formality of relationships, they do
linked to and in balance with the capacity
imply good management practices consistent
(authorities, skills and resources) of each
with accountability obligations. Furthermore,
party to deliver. An absence of a plausible link
the more each of these principles is present in
between what is expected and the authorities
an accountability arrangement, the greater the
and resources supplied will tend to undermine
likelihood that accountability is effectively in
the effectiveness of accountability. Expectations
practice. They also suggest indicators that can
that are well beyond what is seen as reasonable
be used to assess the degree and depth of the
for the resources provided will not be believed.
accountability relationship.
On the other hand, achievement of what is seen
Clear roles and responsibilities as more than adequately resourced would not
garner much credit. Accordingly, accountability
The roles and responsibilities of the parties in
is enhanced by clarity of the links, and balance,
the accountability relationship should be agreed
between resources and expected results.

2.2
2.0 ACCOUNTABILITY

Credible reporting Accountability Process and


Credible and timely reporting of information
Mechanisms
demonstrates the performance achieved and This section describes the overall process and
what has been learned. Effective accountability mechanisms needed to ensure accountability and
requires reporting (an accounting) of what support continuous improvement. Accountability
has been accomplished. This reporting can be and continuous improvement are a continuous
to bodies to whom the parties are responsible feedback loop of several well-defined steps
and to the other parties in the accountability (Figure 1).
relationship.
Establish
The results accomplished must be described, Expectations
attributed in some manner to the authority, & Performance
linked to resources and actions taken, presented Measures
in light of the agreed expectations and reported
in a reasonable time frame. Depending on Maintain or Select
Change Course Strategies
the circumstances, reporting can be ongoing,
periodic or both. In some situations, an external
audit can be used to enhance the credibility of
performance information.
Take Action
Reasonable review and adjustment Evaluate
& Monitor
Results
Progress
Accountable parties should carry out
enlightened and informed review and feedback
on the performance achieved. Review should
Report on
also include recognition of achievements. Results
Additionally, the reviews should provide
opportunities to assess difficulties and make Establish expectations
necessary corrections. and performance measures

The party or parties reviewing results need to Expectations are desired results as set out
consider what has been accomplished in light of in goals, guidelines, standards, targets or
expectations and the circumstances that existed, benchmarks. Expectations need to be set and
and then recognize achievements as well as clearly communicated.
under-achievements. Where expectations have
Goals and targets (desired level of performance,
clearly not been met, corrective actions may
to be achieved by a specific date) are developed
need to be taken, possible adjustments to the
by reference to standards (minimum acceptable
accountability arrangement made and lessons-
performance levels) and benchmarks
learned noted. An accountability relationship
(comparators). This step includes deciding
without follow-up would impede the effectiveness
how progress toward goals will be measured in
of the process.
quantitative terms. It also includes developing
the supporting information and reporting
mechanisms for tracking and analyzing progress
toward goals.

2.3
2.0 ACCOUNTABILITY

Select strategies individuals working within the health system


and the public.
Options for achieving expectations are developed
and evaluated and strategies are selected. This
Accountability in Context
phase includes identifying who is responsible for
carrying out specific strategies and tasks. In 1995, the Minister of Health released the
document A Framework of Accountability The
Take action and monitor progress
Minister of Health and District Health Boards,
The implementation phase involves doing the which sought to set out the accountability rela-
work, developing specific policies and procedures, tionships in the health system. The introduction
designing programs or services and implementing of regional health authorities increased the need
and managing activities. It also includes to modify and strengthen our understanding of
collecting performance information to compare the concept of accountability. By making sure
actual with planned results. that the roles and responsibilities of the respec-
tive parties are understood, a more effective and
Report on results
efficient health care system can be delivered.
Actual results achieved are reported and
Conventional media interpretation and ordinary
compared with planned results. Public reporting
discourse often interpret accountability simply
of progress towards goals and other expectations
as a process of assigning blame and punishing
enables Saskatchewan Health to assess the
wrong-doing. However, modern governance
performance of the health system.
and public administration literature see
Evaluate results accountability more as a positive incentive - as
Results are assessed both by those conferring an opportunity to demonstrate achievements and
responsibility and by those charged with stewardship. In this view, accountability is an
the responsibility. This evaluation involves integral and indispensable part of establishing
consideration of the circumstances contributing effective relationships for getting things done and
to performance. taking responsibility, including when assigning
authority and resources.
Maintain or Change Course
Accountability is not a simple notion and often
Based on the evaluation of performance and not well understood, and its effective application
an assessment of current needs, decisions are to the complexities of the health care system
made regarding whether changes to strategies, can be at times problematic. Despite these
measures or even goals and other expectations complexities the need for accountability does
are required. Decisions are fed back into the not change, but it is necessary to adjust our
continuous improvement process of setting understanding of how it applies and is practised.
expectations, selecting strategies and monitoring.
A widely used definition of accountability in
The accountability and continuous improvement the literature is as: the obligation to answer for a
process depicted in Figure 1 applies at all responsibility that has been responsibly conferred.
levels of the accountability structure within This definition often is interpreted as implying
Saskatchewan Health, health authorities, health two distinct and often unequal partners: one
care organizations, facilities and programs, confers and the other is obliged to answer.

2.4
2.0 ACCOUNTABILITY

In the context of meeting health needs of Accountability in our health system is supported
Saskatchewan people more effectively and by a number of mechanisms, including:
efficiently, the abovementioned definition can bet
The Action Plan for Saskatchewan Health
expanded to:
Care;
Accountability is a relationship based on legislation, regulations, policies (e.g. The
the obligation to demonstrate and take Regional Health Services Act);
responsibility for performance in light of agreed Roles and Expectations of The Minister
upon expectations. of Health and Saskatchewans Regional
Health Authorities
This definition makes clear the need to
planning and budgeting process;
answer for what has been accomplished (or
operating agreements between regional
unaccomplished) that is of significance and of
health authorities and health care
value. In demonstrating performance against
organizations;
agreed upon expectations, both the need to
statistical, financial, and administrative
balance greater flexibility and autonomy with
reporting and monitoring;
enhanced accountability for results and the need
annual and other reports;
for openness and transparency are made evident.
processes for assurance of good practice;
The agreement referred to is either an explicit
and
or implicit agreement between subordinates and
remedies to address board and service
superiors in a hierarchical relationship, or the
delivery performance issues.
agreement between partners in a less hierarchical
relationship.
Legislative and
Accountability Framework
Achieving Accountability in
Saskatchewans Health System As cited above, a number of mechanisms are
in place to help foster greater collaboration
The process of accountability applies at all
between those in the health system. For example,
levels of the health system - Saskatchewan
Ministers Forum and Leadership Council
Health, regional health authorities, health care
provide opportunities to clarify roles and
organizations, providers and other stakeholders.
responsibilities while setting the foundation for
As partners in the health system we must work a more effective planning process linked to the
together to ensure the shared vision of building governments strategic planning activities.
a province of healthy people and healthy
In support of The Action Plan for Saskatchewan
communities is met. For accountability in the
Health Care, Saskatchewan Health developed an
health system to be fully effective, all parties
accountability framework, a series of interrelated
involved must feel individually and collectively
policies and processes that defines and clarifies
accountable and share basic common values
the performance relationship between boards
with respect to the health system. To the extent
and the provincial government. While boards
that shared values of responsibility, ownership,
are responsible to the public for the services that
integrity and trust can be developed, the
they provide, their accountability in operating
accountability arrangements will be stronger.
the programs and services lies to the province
through the Ministers of Health.

2.5
2.0 ACCOUNTABILITY

Responsibilities of Key Partners in Regional health authorities, the Cancer Agency


Saskatchewans Health System and health care organizations are accountable
to the Minister of Health; and health care
The following diagram (Figure 2) summarizes
organizations and contracted service providers
the primary responsibilities for which key
are accountable to the regional health authorities
partners are accountable in Saskatchewans health
with which they have funding and service
system:
agreements.
members of the Legislative Assembly are
accountable to their electorate;
the Government of Saskatchewan,
the Minister of Health, the Provincial
Auditor and the Information and Privacy
Commissioner and the Office of the
Ombudsman & Childrens Advocate are
accountable to the Legislative Assembly;

2.6
2.0 ACCOUNTABILITY

Accountability Framework For Key Partners in Saskatchewans Health System

Provincial Auditor People of Saskatchewan


provide independent assist health professionals by providing information
accountability information on about their health
all government ministries and educate themselves about available health services;
provincial agencies use services appropriately; and follow instructions
has close working relationship when obtaining diagnostic and treatment services
with audit committees
oversee audits of boards plus
report his/her findings to
Legislative Assembly Legislative Assembly (All MLAs)
monitor government spending
assist citizens with concerns about their treatment
Information and Privacy by government
Commission accountable to their respective political parties, the
enforce Health Information Legislative Assembly and to their constituents.
Protection Act
ensure public bodies respect
the privacy and access rights of
Government of Saskatchewan (Executive and Caucus)
Saskatchewan people
set out business and legislative plan for provincial
government
establish goals and expectations and resources for Health Quality Council
Ombudsman & Childrens Advocate
the health system measures and
improve the quality of public reports on quality
administration in the government of care in province
resolve conflict between citizens promotes
and the bureaucracy improvement
advocate on behalf of children Minister of Health provides
and youth information on
set directions, policies, and provincial standards
allocate resources and administer issues related
ensure delivery of quality health services to health system
measure and report on performance across the quality
health system

Saskatchewan Cancer Agency Regional Health Authorities Affiliates and Other


Contracted Service
plan, organization, deliver and evaluate promote and protect the health of population
Providers
cancer care services and work towards the prevention of disease
assess cancer care needs for the province and injury provide services
establish provincial protocols and determine priorities in the provision of health are accountable to:
standards for cancer care services services and allocate resources - with whom they
educate health care providers in ensure reasonable access to quality health have contracts
prevention, diagnosis, treatment and post- services - others, depending
treatment of persons at risk of cancer or promote the provision of health services in on the situation
diagnosed with cancer a manner that is responsive to the needs of
promote and encourage health and individuals and communities and supports the
wellness integration of services and facilities

Other Key Players

Athabasca Health Authority Health Care Professionals Community Advisory SAHO


Network
provides community provide advice, care and provides support and
care, population health, treatment to their patients gather information and education to members
and primary health care educate patients and public input represents member
services to those residing public provide advice interests to government
in the Athabasca basin acting in their patients promote health
interests

2.7
2.8
3.0 GOVERNANCE not necessarily dictate the exact process for how
those outcomes will be achieved. Instead, the
responsibility of day-to-day management resides
with the CEO, who leads the organization in
Recent research findings increasingly achieving the board-approved directions and in
support the notion that good governance turn, recommends new initiatives to the board.
practices are important to effective
organizational performance. A study Above all, governance is about trust and
conducted by the Conference Board of confidence. Board members play an extremely
Canada suggests that those corporations important fiduciary role in the care of the
that have been implemented the best organization. Others, such as the public, entrust
governance practices have attained the best the board to act in the best interest of the
results on key performance criteria. organization. By fulfilling its fiduciary role, a
board fosters respect, confidence, support and
ultimately, unity in the organization.
Introduction
Barriers to Effective Governance
As with strong accountability relationships,
good governance is necessary to foster continual There are a number of barriers that could impede
improvement in the effective delivery of health implementing effective corporate governance best
services to Saskatchewan people. Accountability practices. Primarily, these barriers are:
and governance provide the context within which a lack of understanding about corporate
a board can focus on their tasks while working governance, its purpose, and the roles of
together and with others to successfully achieve individuals involved;
regional and provincial goals for health. preoccupation with controls where the
While expectations for boards are based on the board spends too much time controlling
responsibilities set out in legislation/regulations, details rather than guiding the overall
governance models vary by organization. strategic direction of the organization; and
Governance models vary according to how a unwillingness of boards to question
board is structured, how responsibilities are management directives or ideas,
distributed between board, management and particularly to gain a better
staff and how processes are used for board understanding where needed.
development, management, and decision- In working towards achieving corporate
making. governance best practices, boards should be
aware of these barriers. This awareness will
Governance Further Defined help boards avoid behaviours and situations
Governance is not a process strictly about that would work against achieving effective
organizational controls. More correctly, governance.
governance is about stewardship where the
governing body guides the strategic direction of An Overview of Governance Models
the organization. In other words, governance sets Good governance does not just happen, which is
the desired goals for an organization but does why boards need to look to models of governance

3.1
3.0 GOVERNANCE

to establish a systematic framework for how managers directly, through a staff coordinator or
boards conduct business. through a dual reporting line.

Literature describes a governance model as a Traditional


set of structures, functions and practices that
The board governs and oversees operations
define who does what and how they do it, related
through committees but delegates the
to the roles and relationships of board members
management functions to the chief executive
and the chief executive officer (CEO). A model
officer (CEO). Committees are used to process
provides a coherent set of policies and practices
information for the board and sometimes do the
related to governance, and reviewing models
work of the board. The CEO may have a primary
of governance can be an effective part of an
reporting relationship to the board through the
approach to analyze governance needs. Current
board chair.
literature on governance models includes a
number of conceptual governance models and Policy Governance
schemes. A brief overview of governance models
The board governs through policies that define
may provide a general picture of governance
the board/CEO relationship, and establish
that facilitates understanding of best practices
organizational aims (ends), governance approach
of governance in the Saskatchewan health
and management limitations. The CEO has
system, particularly within the framework that
broad freedom to determine the means that will
comprises components of legislation/regulation,
be used to achieve the organizational aims. The
accountability and expectations.
CEO reports to the full board. It does not use
Operational committees but may use task teams to assist the
board in specific aspects of its work.
Board members do the work as well as govern
the organization. This is typical of a board in the Results-Oriented Board
founding stage and organizations, such as service
The CEO is a non-voting member of the board,
clubs, that have no staff and that rely largely on
carries substantial influence over policy-making,
board members and other volunteers to achieve
is viewed as a full partner with the board and
their aims.
has a relatively free hand at managing to achieve
Collective objectives established by the board. Committees
are used for monitoring/auditing performance
The board and staff are involved as a single team
of the board, CEO, and organization. Board
in decision-making about governance and the
members are selected for community profile,
work of the organization. The board members
capacity to open doors for the organization and
may be involved in some of the work in services
may be used for selected tasks in their area of
and/or management functions.
expertise.
Management
Advisory
The board manages the operations of the
The boards principal role is to support the CEO.
organization but may have a modest staff, e.g., a
The CEO may play a significant role in selection
single staff coordinator. Board members actively
of board members. The board provides legitimacy
manage finances, personnel, service delivery,
to the organization but exercises its governance
etc. Staff members may report to board member
role in a hands-off manner. Board members are

3.2
3.0 GOVERNANCE

selected for community profile and contacts. providers regarding the provision of accessible
Board members provide advice and guidance and quality health services. In recent years public
to staff on complex or contentious matters, and concerns around the health system have focused
may contribute individually or through task around how budgetary and structural changes
groups to particular aspects of organizational will affect the overall health system. This is
work. However, the board retains fundamental particularly reflected at a personal level where
accountability for the organization and will have people are concerned about their ability to access
to assume a more proactive role in the case of any health services in a timely fashion.
major crisis.
To effectively discharge their responsibilities,
Representational the boards are expected to understand how
health needs and services align with provincial
An approach used by organizations where
and national priorities for the health system in
governance is partially or wholly in the hands
complex areas such as surgical and diagnostic
of publicly elected officials. This is the case,
wait times, planning for health human resources,
for example, with school boards, federations,
primary health care, and aboriginal health care.
or other organizations where there is a need to
ensure direct representation of constituents Within this context, the boards should adopt a
interests. The challenge for board members model of governance that best meets their needs,
is to balance interests of their particular fits their specific circumstances, and allows them
constituents against the best interests of the to discharge the expectations set out in the Roles
overall organization. They may, and in the case and Expectations Document.
of publicly elected officials do, carry grievance
The model that the board adopts, affords the
resolution/ombudsman functions. They may,
board all the resources and knowledge required
as in the case of school boards, have prescribed
to oversee the provision of health services and
responsibilities for public consultation and
make decisions that positively contribute to
human resources.
meeting provincial goals and objectives. The
Hybrid Policy Leadership Model governance model that effectively positions a
boards responsibility for policy development
The Hybrid Policy Leadership Model provides
with the need for knowledge about operational
for board stewardship by maintaining clear
matters may be conceptualized in the middle of
separation between governance and management,
a continuum between a pure policy position and
with a board focus on providing strategic
a micro-management position that sees a board
leadership and development. Management
over-involved in areas of management.
focuses on developing policy options for
operations that provide board members full For greater clarity, it is necessary to make
background information, a range of options and a distinction between governance and
the implications of each option. management. This distinction can be
characterized as follows:
Adopting a Governance Model in the
The Boards relationship to management
Saskatchewan Health Sector
is critical to healthy governance. It is a
In Saskatchewan, the public has always had relationship that must continue to be
high expectations of government and health care maintained in a delicate balance. What

3.3
3.0 GOVERNANCE

is required is a common appreciation by organization by establishing the vision, mission,


management and the Board of their respective and core values in accordance with the provincial
roles, a mutual respect by each party in strategic direction. The board also establishes
carrying them out, continuing dialogue and policies, makes decisions, and monitors
communication, and strong leadership within performance related to the key dimensions of
the Board. [The Board] must delegate board business as well as its own effectiveness;
authority [to the CEO] and recognize that, whereas management is focused on development
once authority is delegated, management must of operational plans, policy options, appropriate
be free to manage. But the board cannot be too reports to support decisions and management of
accepting of managements views. It has the operations consistent with board policy.
responsibility to test and question management
The following table is an example of a framework
assertions, to monitor progress, to evaluate
in which the responsibilities for the strategy and
managements performance and, where
strategic planning are divided between the board
warranted, to take corrective action.2
and senior management. The division may be
Within the context of a regional health authority flexible depending on the size, complexity, and
or Saskatchewan Cancer Agency, the board resources of the organization.
provides strategic leadership and direction of the

RESPONSIBILITY
TASK
Board Management
Providing leadership and direction in developing a strategic plan
Developing and implementing or operationalizing a strategic plan
Assessing and approving the strategic planning process

Establishing the vision, mission, and core values;


Demonstrating integrity and ethical leadership in support of the
board responsibilities with respect to development and periodical
review of its mission and objectives

Ensuring that key financial objectives and indicators are


developed for approval by the board and monitoring performance
against these objectives
Ensuring financial performance and appropriate systems and
structures are in place for the effective management of the board

Preparing operating plans


Preparing budgets
Approving budgets

The Toronto Stock Exchange (2001). Beyond Compliance: Building a Governance Culture (p. 12).
2

3.4
3.0 GOVERNANCE

A Model of Corporate Governance Team in the Regional Health Authority/


Saskatchewan Cancer Agency Context
The model3 suggests the relationship between board, its committees and management. Senior management
can be part of committees for their expertise and regarded as non-voting members of committees.

Chairperson

Board Members

Committee Chair

Board Committees

CEO

Senior Management

Employees

Adapted from: Brown D., and Brown D. (1999). The Conference Board of Canada: Who Does What? Roles, Responsibilities and
3

Relationships of Directors, Executives and Shareholders.

3.5
3.6
4.0 Summary of governance. We acknowledge that some of the
best practices for a board are related to other key
Governance Best areas and at times there will be overlap among
Practices best practices.

Key Areas The table below is a summary of the best


practices for governance in Saskatchewans health
The Roles and Expectations Document outlines care system. Along with each best practice are
the roles and expectations of the Minister of suggestions for how regional health authorities/
Health as well as the roles and expectations for Saskatchewan Cancer Agency can accomplish a
the regional health authorities and health care variety of goals at a best practice level. A more
organizations in the following key areas: detailed description of the governance best
I. Strategic Planning practices can be found in the Appendix C.
II. Financial Management and Reporting This document is not intended to be a prescribed
III. Relationships list for how a board must carry out its tasks.
IV. Quality Management Rather, this section is designed to be a guide of
V. Monitoring, Evaluation and Reporting principles to form guidelines and actions. Boards
VI. Management and Performance can reference and utilize these guidelines to suit
We have added an additional key area of Board their needs, to help reach goals and to achieve
of Directors/Governance. While there are best optimal board and organization function.
practices related to all of the key areas, for now
the scope of this guide will focus on the area of

Goal: The board has policies and processes that serve


as a framework for organizational governance.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board establishes 1.1 Establish policies to provide guidance to those empowered with the
policies and processes responsibility to manage operations.
that guide the governance 1.2 Select from alternatives which are consistent with policies and that
and management of the advance the goals of the organization.
organization. 1.3 Oversee, monitor, and periodically assess management processes
and outcomes.
1.4 Review policies and guidelines to determine if in alignment with
achieving goals.
1.5 Keep current on best practices and apply best practices to support
more effective governance within the organization.

4.1
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board has a document outlining the framework


for the management and operation of the board.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board collectively 1.1 Establish, on an annual basis, the goals, objectives, and values of
develops a board charter. the organization.
1.2 Define and reach agreement on board structure, function, roles and
responsibilities.
1.3 Establish procedures for monitoring compliance with the
requirements.
1.4 Annually review board charter and revise as necessary.

Goal: The board and its members have clearly defined roles and expectations.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board has a clear 1.1 The board agrees upon and publishes a document detailing board
understanding of the roles/responsibilities, and serves as a benchmark during reviews.
boards roles and
responsibilities, especially
in its function of providing
active strategic oversight
for the organization.

2.0 Board members 2.1 The board agrees upon and publishes a document that details the
clearly understand roles and responsibilities of individual board members, and serves
their individual roles as a benchmark during reviews.
and responsibilities. 2.2 Board members are aware of remedial actions that may be taken if
Furthermore, members warranted by insufficient performance or inappropriate behaviour.
understand how their
positions relate to each
other and recognize how
fulfilling his or her role
fits in with the overall
guidance of the region.

3.0 The chairperson 3.1 The board agrees upon and publishes a position description that
understands his or her details the role and responsibilities of the chairperson, and serves
responsibilities and the as a benchmark during reviews.
expectations of the role. 3.2 Learning and training opportunities for the chairperson to develop
requisite and leadership skills are provided.

4.2
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

4.0 The chairperson and 4.1 The chairperson and Ministers of Health have regular informed
the Ministers of Health dialogued via the Ministers Forum.
communicate regularly 4.2 The CEO assists in chairperson communication (as necessary) via
to build a working the Leadership Council.
relationship and support 4.3 The chairperson debriefs members about Ministers Forum.
two-way accountability.

5.0 The vice-chairperson 5.1 The board agrees upon and publishes a position description that
understands his or her details the responsibilities of the vice-chairperson, and serves as a
responsibilities and the benchmark during reviews.
expectations of the role. 5.2 Learning and training opportunities for the vice-chairperson to
develop requisite skills and build competencies are provided.
5.3 The board chairperson mentors the vice-chairperson.

Goal: The board effectively communicates information


among its members and to others.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 Board meetings are 1.1 Board meetings are held at regular intervals.
structured in a manner 1.2 Board meetings are held at intervals, times, places, and means
that effectively allows which are appropriate for the board.
members the opportunity 1.3 Various staff and managers attend parts of board and/or committee
to discharge their meetings (as needed) to contribute to relevant discussions.
oversight responsibilities.

2.0 The board chairperson 2.1 Agendas are structured such as to focus members attention on the
sets board meeting most important issues.
agendas in consultation 2.2 Appropriate time is allotted to each issue to allow for full
with the CEO. Meeting discussion.
agendas focus on those 2.3 Suggested times for issues are adhered to and are adjusted as
items that are critical appropriate
to the board fulfilling 2.4 A standard decision-making tool is developed and utilized so that
its obligations and information is delivered and evaluated on a consistent basis.
responsibilities, and if the 2.5 Strategic tools (i.e. SWOT analysis) are utilized to assess how
board can add substantial agenda items will affect board and organization operations.
value to the issue. 2.6 Board meeting proceedings are transparent.
2.7 The board has the right to defer agenda items if provided
information is insufficient.
2.8 The board requests for more information from management when
needed.

4.3
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

3.0 Board members fully 3.1 Each board member receives an information package about the
participate in board meeting agenda prior to the meeting
meetings. 3.2 Each board member reads material and is prepared to participate in
board discussions.
3.3 Members encourage balanced participation and engage the
opinions of all members on matters.
3.4 Members attend regular, committee, and special board meetings
punctually.
3.5 Members miss no more than three (3) of regular scheduled meetings
of the year and no more than three (3) of the scheduled committee
meetings for the year, unless specifically excused by a motion of the
board
3.6 When possible, members advise the board chairperson of all
regrets no later than three (3) working days prior to the meeting to
ensure there are enough members to constitute a quorum.

4.0 Meeting minutes 4.1 Meeting minutes summarize discussion highlights and are not
accurately reflect the verbatim.
discussion and actions 4.2 Meeting minutes are written clearly.
taken at the meetings as 4.3 Meeting minutes are made available to the public.
well as provide sufficient
direction to management
to carry out the boards
directions.

5.0 The board meets regularly 5.1 Discussions are held at end of regular board meetings.
without management 5.2 Following meetings, the board chairperson provides the C.E.O. (and
in attendance to allow other senior managers) with a synopsis of the boards discussions
members to discuss including any board direction.
issues they wish to raise
privately.

4.4
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board works with the Minister and the Ministry to bring
the proper collective set/mix of skills to the organization.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board membership 1.1 The board composition suits the complexity of the organization
encompasses the 1.2 The board is made up of individuals who, collectively, have the
competencies and required competencies and personal attributes to carry out their
skills required by the responsibilities effectively.
organization and reflect 1.3 The board develops a competency matrix that is updated annually
the community served. and when vacancies arise. The competency matrix is used to
identify competency gaps on the board and direct the search for
new candidates.

2.0 The board has clear policy 2.1 The board has a committee that develops member selection criteria
guidelines for member se- and identifies and evaluates potential candidates (this committee
lection, including generic is often called Nomination/Governance committee). If the board
attributes, specific skills has no such committee, the entire board should discharge this
and expertise responsibility

3.0 The board develops a 3.1 The board develops a skills profile of each member.
succession plan so that 3.2 A skills matrix is developed that reflects the skills the board needs
it is able to nominate to address its strategic as well as operational priorities.
potential candidates 3.3 The board has a systematic annual process for analyzing the
for the consideration of currents skills and expertise within the board.
the Minister/Ministry 3.4 The skills matrix and the members skills profile are reviewed
of Health during the periodically (especially when there is a vacancy) to ensure that the
appointment process. board has all the skills it needs.
3.5 The board publishes the name, appointment term, and
comprehensive biography of each member.

4.0 The board participates in 4.1 The committee follows a nomination/appointment process and
the appointment process helps the board define the criteria for strategically selecting
through their appointment board members, based on experience, organizational needs and
of a Governance/Nomi- community representation.
nation Committee. The
process should involve
open communication and
co-operation among the
parties involved. During
this process the board
participates in the infor-
mal consultation and com-
munications, as required.

4.5
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board demonstrates high standards of personal and professional


conduct to maintain public confidence in their behaviours or actions.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board adopts a Code 1.1 The board publishes its Code of Conduct and Ethics so that it is
of Conduct and Ethics for accessible by members and the community.
their organization. 1.2 The board regularly reviews its Code of Conduct and Ethics.
1.3 In review, the board discusses situations that have arisen
and determines whether the Code dealt with those cases in a
satisfactory manner or if amendments are required to the Code of
Conduct and Ethics.

2.0 The Code of Conduct is 2.1 The board understands the guidelines set out by legislation.
in compliance with The 2.2 The Code of Conduct addresses real and perceived conflicts.
Interpretation Act, The
Regional Health Services
Act, and The Cancer
Agency Act.

3.0 The board is aware of 3.1 The board understands what perceived conflicts of interests are
different conflicts of and how they could arise.
interest; understands 3.2 The board discloses a conflict of interests to board members when
how a conflict of interest the conflict occurs so that board members are aware that another
could raise and how members interests are being affected.
conflicts of interest can
be addressed.

4.6
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: Board membership is well managed.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board has a 1.1 The board establishes a process by which new members are
comprehensive provided with necessary and current information about the board
orientation for new board and his or her roles/responsibilities as a member.
members.

2.0 The board has a culture 2.1 New board members are matched up with and mentored by existing
that encourages new board members.
board members to 2.2 The board uses coaching and communication strategies to build and
participate fully and sustain positive relationships.
effectively in board
activities as soon as
possible.

3.0 The board provides 3.1 The board provides and makes aware of ongoing professional
ongoing educational development opportunities either through separate education
opportunities for sessions or as part of regular board meetings.
directors to learn about 3.2 Periodic reviews and follow-ups with board chairperson and
the organization, its CEO are conducted to ensure that the education program meets
sector and its corporate the training needs of the board members and the Ministrys
governance practices, expectations for board member development.
and maintains a policy 3.3 For optimal learning, board members should actively participate in
encouraging members to training sessions.
take advantage of these 3.4 Members who attended any education or professional opportunities
opportunities. share findings with the rest of the board. In particular, aspects
like how the information will support the board and how it can be
applied to better the board operations.

4.7
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board effectively discharges its functions and responsibilities.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board evaluates the 1.1 Committee size may vary but generally, three (3) to six (6) individuals
performance of itself, sit on a committee.
its committees and its 1.2 Committee membership is comprised of voting board members.
members in relation to Non-voting external members may also sit on the committee if
their respective roles and appropriate and necessary.
responsibilities. 1.3 Committees, from time to time, may seek external advice from
management and non-board members.
1.4 Each committee has written terms of reference that outline its
composition and responsibilities.
1.5 Each committee stays informed about emerging best practices in
corporate governance relevant to its functions.
1.6 Committee activities should be periodically reviewed to ensure that
they support the boards overall function.

2.0 The board may from 2.1 Each special or ad hoc committee has written terms of reference
time to time establish that outline its composition and responsibilities.
such special or ad hoc 2.2 Committee activities are periodically reviewed to ensure that they
committees that will support the boards overall function.
assist the board in 2.3 Ad hoc committees are time-limited; thus, its duration should be
carrying out specific limited to the duration of the function for which the committee was
functions. established.

4.8
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board evaluates its own performance in relation to its


responsibilities and periodically reviews and revises governance
structures, processes, and policies as appropriate.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The board evaluates the 1.1 The board designs a formal evaluation process with the criteria
performance of itself, agreed upon by all parties.
its committees and its 1.2 The board understands the objectives of the review and defines its
members in relation to scope and application.
their respective roles and 1.3 The board periodically conducts informal evaluations as appropriate
responsibilities. so as to support the formal evaluation.
1.4 The board evaluates their performance and the performance of
each of their committees against their respective charters or terms
of reference.
1.5 The board annually evaluates the performance of the chairperson
against the chairpersons position description.
1.6 The board annually evaluates the performance of the vice-
chairperson against the vice-chairpersons position description.
1.7 The board annually evaluates individual member performance
against the members job description and prescribed expectations.
1.8 The board adjusts the evaluation process in order to best address
its own issues.
1.9 The board follow-ups with evaluation and make certain that steps
are taken where necessary to improve board effectiveness.

4.9
4.0 SUMMARY OF GOVERNANCE BEST PRACTICES

Goal: The board oversees the engagement, hiring, and annual performance
evaluation of the chief executive officer. The board also delegates
responsibility and related authority for the management and operation of
the organization.

Suggested Best Practices Suggestions for Achieving Best Practices

1.0 The CEO understands his 1.1 The board composes a job description for the CEO that is agreed
or responsibilities and upon by all parties and outlines the roles and responsibilities of
expectations of the role. CEO.
1.2 The relationship between the board and the CEO is defined and
understood by all.
1.3 The board annually sets out specific objectives and performance
expectations for the CEO as aligned with the strategic plan.
1.4 The CEO is aware of remedial actions that may be taken if
warranted by insufficient performance or inappropriate behaviour.
1.5 The board is familiar with compensation practices and understand
how these are applied to CEO.

2.0 The board periodically 2.1 The board designs a formal evaluation process with the criteria
conducts a formal agreed upon by all parties.
performance evaluation of 2.2 The board assigns one member to lead the complete CEO evaluation
the CEO. process, from the planning stage through its implementation.
This may be the chairperson of the board, the chair of the human
resources committee, the chair of the Governance/Nominating
committee or another designated member.
2.3 The CEO is evaluated against the position description, the key
objectives, and strategic plus operational plans.
2.4 The board periodically conducts informal evaluations as appropriate
so as to complement the formal evaluation.

4.10
ADDITIONAL Institute of Internal Auditors (USA)
Guidance and Resource Information:
INFORMATION www.theiia.org/index.cfm?doc_id=118
More information on corporate governance best
Institute on Governance (Canada):
practices can be accessed through the following
www.iog.ca
links and publications.
MAP for Non Profits (includes Free
Links: Complete Toolkit for Boards):
www.mapnp.org/library/boards/boards.htm
BC Non-Profit Housing Association -
Governance Best Practices National Association of Corporate
www.bcnpha.bc.ca/bestpractices/ Directors (USA):
statements.php?Cat=GOV www.nacdonline.org

Board Source (USA): Building Effective


Publications:
Non-Profit Boards:
www.boardsource.org/default.asp?ID=1 Governing for Results: A Directors Guide to
Good Governance:
Canadian Coalition for Good Governance:
www.synergyassociates.ca/
www.ccgg.ca
governing_for_results.htm
Canadian Institute of Chartered Accountants:
OECD Principles of Corporate Governance:
www.cica.ca
www.oecd.org/dataoecd/32/18/31557724.pdf
The Canadian Institute for Health Information:
New Zealand Tertiary Education
www.cihi.ca
Institution Governance:
Canadian Public Accountability Board: http://governance.canberra.edu.au/
www.cpab-ccrc.ca our_work/publications/monographs/
Tertiary_Governance.pdf
Conference Board of Canada - Governance and
Corporate Social Responsibility: Governance Frameworks for Canadas Crown
www.conferenceboard.ca Corporations - Canadian Treasury Board
Secretariat, 2005:
Corporate Board Member Magazine:
www.tbs-sct.gc.ca/report/rev-exa/gfcc-cgse_e.asp
www.boardmember.com
Corporate Governance in Crown Corporations
Directors College (Conference Board of Canada):
- Canadian Treasury Board Secretariat, 1996:
www.thedirectorscollege.com
www.tbs-sct.gc.ca/ccpi-pise/cg/index_e.asp
European Corporate Governance Institute:
An Introductory Guide to Their Roles and
www.ecgi.org
Responsibilities, Canadian Treasury Board
Institute of Corporate Directors (Canada): Secretariat, 1993:
www.icd.ca www.tbs-sct.gc.ca/ccpi-pise/ig/2_e.asp#role

4.11
APPENDIX A
Best Practices in Corporate Governance in
Saskatchewans Health Sector
GOAL: RHAs/SCA, the powers of boards are defined by
legislation. The regional health authorities have
THE BOARD HAS POLICIES all the powers prescribed in The Regional Health
AND PROCESSES THAT SERVE Services Act and the regulations and any other
AS THE FRAMEWORK FOR applicable legislation. The Saskatchewan Cancer
ORGANIZATIONAL GOVERNANCE. Agency derives its powers as prescribed in The
Cancer Agency Act.
Background
Governance is a philosophy, an approach, and a Application
process. Governance reflects the personality of an Keeping current on governance best practices
organization. It must be molded to suit the needs relevant to the boards functions will help the
of an organization, to fit with its mission, beliefs, board maintain high levels of performance. In
and values. It must encompass both internal turn, this will help to ensure favourable operation
and external relationships. Fundamental to of the organization. The board should promote
governance is the clarity it brings to the strategic a culture that encourages taking advantage of
direction, decision-making responsibilities, and opportunities to learn about new governance best
accountability for achieving results. practices and working together to incorporate
Governance work has two facets: performing these best practices into their structure.
roles and fulfilling responsibilities. Roles In fulfilling its primary roles and responsibilities,
are the how aspects, the activities a board the board should set and review policies
must perform. Responsibilities are the what and guidelines that are appropriate to the
aspects of governance, the substantive issues to organizations emerging issues. Policies that
which a board must attend. Together roles and help govern the organization should align with
responsibilities define governance. the organizations vision, goals, and direction.
Boards commonly fulfill the following roles and Furthermore, programs and services should be
responsibilities of policy-formulation, decision- regularly reviewed to see if they are connected to
making, and active strategic oversight. Rather the specific desired outcomes of the board and of
than being reactive and executing outcomes the the organization. Decisions and adjustments to
board is engaged, forward looking, and guiding organizational policy may be necessary to help
outcomes through monitoring. reach the end goals.

In short, the board determines the policies and


procedures while assuming responsibility for the Suggested Best Practice:
direction and guidelines of the organization.
Having a governance process assists the board The board establishes policies and processes
in identifying and organizing the work that that guide the governance and management
is needed to fulfill the organizations mission. of the organization.
The process also enables the board to evaluate
progress while assessing the relevant constraints
and opportunities in reaching goals. Specific to

3
4
GOAL: affords boards the opportunity to review and
discuss their knowledge and understanding of
THE BOARD HAS A DOCUMENT the policy and legislative framework that impacts
OUTLINING THE FRAMEWORK the governance of the organization. It also
FOR THE MANAGEMENT AND provides an opportunity for members to review
OPERATION OF THE BOARD. and assess best practices and how applying these
practices can support more effective governance
Background within the organization.
Over the years boards have developed In addition to providing clarification for the
comprehensive board policy manuals that board, a charter makes board functions and
attempt to define its governance model as well operations transparent to the public. The charter
as address a number of organizational and also makes clear the organizations purpose and
operational issues. By their very nature, these values. Furthermore, the charter can be used as
manuals are not conducive to the boards and the the foundation for both the board and publics
publics understanding of what is the boards assessment of the organizations performance in
job? and how does the board do its job? fulfilling its roles and responsibilities.
In the public sector, the term charter is defined
as a governance document outlining roles and Application
responsibilities, functions, and structure of a A board charter succinctly defines the boards
corporate body or organization. A charter is a roles and responsibilities as well as functions and
strategic tool that the board can use to actively structures in a way that supports the board in
assess governance performance and monitor carrying out its strategic oversight function.
management processes and outcomes.

The Benefits of Developing a Board Charter


Suggested Best Practice:
A board charter helps to define the organizations
direction and to set operational goals that can The board collectively develops
be followed. The development of a board charter a board charter.
can be an important activity for a board in
that it provides an opportunity for the board to
think creatively and critically about their specific It is a synopsis, written in plain language, that
roles and responsibilities. More so, given that a details aspects like board purpose, structure
board charter is developed and adopted by the and composition, and specific duties and
board as a whole, it provides an opportunity for responsibilities. The charter also details the
members to gain a clear understanding of their governance processes used to fulfill the roles
individual and collective jobs. Additionally, the and responsibilities. Given that boards for other
process assists members in understanding how purposes have already developed many of the
their role fits in helping the organization fulfills elements of a board charter, the board can fairly
its purpose. easily develop its charter based on existing
policies or policy manual and/or policy processes.
Both in the initial development of a board
charter and in subsequent reviews, the process

5
6
GOAL: health authority as prescribed in The Regional
Health Services Act. (More information on the
THE BOARD AND ITS MEMBERS expectations of RHAs as well as of the Minister
HAVE CLEARLY DEFINED ROLES of Health) can be found in Appendix D). In the
AND EXPECTATIONS. case of the Saskatchewan Cancer Agency, its
roles, responsibilities and powers are prescribed
Background in The Cancer Agency Act.
Optimal delivery of effective governance by the Boards have the following responsibilities:
board depends upon all members understanding
both individual and board responsibilities. A establish policies and procedures which
lack of clarity about the members involved, will provide the framework for the
their responsibilities and their relationships to management and operation of the board;
each other will impede the effectiveness of a establish and review on a regular basis
corporate governance system. Therefore, it is the mission, objectives, values, and
important that there is awareness, agreement and strategic plan of the board in relation to
acceptance of defined duties. the provision, within available resources,
of appropriate programs and services in
In addition to executing the roles and order to meet the needs of the residents
responsibilities of the board as a whole, in the health region;
individual members are expected to act in the establish, on an annual basis,
best interests of the organization and owe a organization goals, objectives and values
fiduciary duty as well as a duty of care to the to ensure the effective and efficient
organization. Collectively, all members need to governance of the organization;
adhere to a high standard of performance. establish procedures for monitoring
compliance with the requirements of
The Regional Health Services Act (The
Suggested Best Practice: Cancer Agency Act), and other applicable
The board has a clear understanding of the legislation;
boards roles and responsibilities, especially establish the selection process for the
in its function of providing active strategic engagement of a chief executive officer
oversight for the organization. and to hire the chief executive officer in
accordance with the process;
annually conduct the chief executive
Application officers formal performance evaluation,
review and approve his or her
Defining Roles and Responsibilities compensation and set his or her goals
of the Board and objectives for the coming year;
The board assumes its roles and responsibilities delegate responsibility and related
within the context of a governance policy authority to the chief executive officer
framework of decision-making and for the management and operation of the
accountability and the powers of regional organization and require accountability
to the board;

7
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

ensure that the chief executive officer evaluate its own performance in relation
of the organization establishes an to its responsibilities and periodically
appropriate succession plan for both review and revise governance policies,
management and practitioner staff processes and structures as appropriate;
members; and
at any time to revoke or suspend the work collaboratively with other
appointment of the chief executive community agencies and institutions
officer; in meeting the health care needs of the
appoint and reappoint physicians, residents in the health region.
dentists, and chiropractors and delineate RHA/SCA boards also have a duty
the respective privileges after considering to build and maintain relationships
the recommendations of the Practitioner with a great number of partners and
Advisory Committee, the boards organizations in the Saskatchewan
resources and whether there is a need for health system including: Legislative
such services in the community; Assembly, Provincial Auditor,
ensure mechanisms and policies are in Saskatchewan Health, other
place to provide a high quality of care for Government Ministrys, Federal
patients in the health region; Government, Saskatchewan People
ensure that quality assurance, risk (Public, Communities), First Nations
management, and utilization review and Metis, Health Professionals,
methods are established for the regular Patients, Suppliers, Health Quality
evaluation of the quality of care of Council, Affiliates, Health Foundations,
patients in the health region, and that Labour Unions, SAHO and other RHAs
all regularly evaluated in relation to and AHA.
generally accepted standards and require
accountability on a regular basis;
approve the annual budget for the board;

8
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

Defining Role and Responsibilities keep informed about matters relating to


of Board Members the organization, the community served,
and other health care services provided
Board members should exercise the care,
in the health region;
diligence and skill that a reasonably prudent
participate in the initial orientation as
person would exercise in comparable
a new member and in ongoing board
circumstances. Individual members execute their
education;
responsibilities set out in the Board Charter.
participate in the evaluation of the
board, chairperson, chief executive
officer, and individual members as
Suggested Best Practice:
required;
Board members clearly understand their be in compliance with all applicable
individual roles and responsibilities. legislation/regulations and the boards
Furthermore, members understand how their Code of Conduct and Ethics;
positions relate to each other and recognize avoid real and perceived conflicts of
how fulfilling his or her role fits in with the interest;
overall guidance of the region. maintain appropriate confidentiality
with respect to organizational matters;
and
Specifically, members should be: disclose to the board any information
diligent; the member might obtain that could
adhere to the boards mission, vision and be considered material to the boards
values; business or operations.
develop broad knowledge about the roles These expectations should be reviewed with
and responsibilities of members; candidates prior to their appointment as members
work positively, co-operatively and so they understand the expectations attached to
respectfully as a member of the team the position. Candidates also should be informed
with other members and with the that persons appointed to the board must be
management and staff; prepared to engage fully in board activities.
respect and abide by board decisions;
read all of the material for discussion
in advance and participate actively and
effectively at board and committee
meetings;

9
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

Role and Responsibilities of the Chairperson o manage discussions appropriately;


o facilitate divergent points of view and
The chairperson is appointed in accordance with
work towards consensus;
The Regional Health Services Act (or The Cancer
o suggest ending discussion on a topic
Agency Act) and regulations. The chairperson
at the meeting;
of the board plays a significant role in board
o call for votes to confirm consensus
functions and relationships.
decisions or to decide issues.
In general, the chairperson assumes the following foster the development of and support a
responsibilities: board culture characterized by:
o active and constructive board
recommend the chairperson and
engagement;
membership of individual committees,
o acceptance of collective and
and work with committee chairpersons
individual responsibilities and
to coordinate committee work plans and
accountability for actions;
meeting schedules;
o genuine commitment to practicing
good governance;
o demonstrated commitment to
Suggested Best Practice:
transparency;
The chairperson understands his or her o willingness to work together as a
responsibilities and expectations of the role. team;
o timely and accurate disclosure of
information to members; and
where appropriate, attend board o acceptance by all of each others right
committee meetings; to hold and express a difference of
set board meeting schedules, work plans opinions.
and agendas in consultation with the ensure that processes are in place to
CEO and the board secretary; monitor the evolution of legislation and
assist management, board, and board practices that change the duties and
commitments in understanding the roles responsibilities of members of the board;
and responsibilities of the board and counsel board members, ensuring full
roles and responsibilities of management; utilization of individual capacities and
approve nature and length of optimum performance of the board and
presentations to be made at board each of its committees;
meeting; manage conflicts of interest should they
at meetings: arise;
o chair meetings of the board, ensuring work with management by:
that its processes are effective and o Building an open working
providing leadership in board and relationship between CEO/senior
member development; management and the board;
o monitor meeting attendance;

10
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

o Ensuring that communications The current practice is that the chairperson


with management support the of the board undertakes the commitment of
early identification of policy and spokesperson on the boards behalf. Furthermore,
organizational issues that should be the chairperson plays a role as the main liaison
addressed by the board; and between the board and the Ministers/Ministry of
o Representing the stakeholders and the Health.
board to management.
are responsible for regular board,
chairperson, committee and member Suggested Best Practice:
evaluations (sharing responsibility with
The chairperson and the Minister of
the governance committee if the board
Health communicate regularly to build a
has such a committee);
working relationship and support two-way
report regularly to the board issues
accountability.
that are relevant to its governance
responsibilities;
communicate persuasively with Since the board plays an important role in
colleagues, management, the Ministry of our health systems accountability continuum,
Health and the public; regular and informed dialogue between the
build and maintain a sound working board and the Minister of Health is very
relationship with the Minister of Health important. Regular communication supports
and other government representatives; two-way accountability, builds a positive working
and relationship and is fundamental to the proper
serve as the boards spokesperson (or discharge of the boards responsibilities. The
designate). CEO should assist the chairpersons work in this
area and should participate in related discussions
as appropriate.

11
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

Role and Responsibilities of


the Vice-Chairperson Suggested Best Practice:
The vice-chairperson is appointed in accordance The vice-chairperson understands his
with The Regional Health Services Act (or The or her responsibilities and the expectations
Cancer Agency Act) and the regulations. The of the role.
vice-chairperson shall have all the powers and
perform all the duties of the chairperson in the
absence or disability of the chairperson, together
with such other duties as are usually incidental
to such a position or as may be assigned by the
board from time to time.

12
GOAL: Furthermore, to help fulfil its function of setting
the strategic direction for the organization,
THE BOARD EFFECTIVELY the board should allocate one board meeting
COMMUNICATES INFORMATION a year to strategy. At this meeting there would
AMONG ITS MEMBERS AND TO be no other items on the meeting agenda and
OTHERS. the purpose of the meeting would be to look at
the present and future overall direction of the
Background organization.
Meetings of the board pursuant to The Regional
Health Services Act and The Cancer Agency Act
and the bylaws must be held in public. Meeting Suggested Best Practice:
notices for the public must be published Board meetings are structured in a
throughout the health region and Saskatchewan manner that effectively allows members
respectively one week prior to the meeting. the opportunity to discharge their oversight
As with other applications, the board should responsibilities.
conduct board meetings with transparency. That
is, the board proceedings, decision-making tools
and analysis should be clear and open for others Each board is different and it is recommended
to see and understand. that these guidelines be adapted to suit the needs
of the board. For example, boards may wish to
Application hold fewer meetings per year (i.e. 8 versus 12
meetings annually) if they feel this would help
Board Meetings
facilitate a greater concentration on macro issues
Regular board meetings are necessary to facilitate relating to strategy. One advantage to holder
good governance. Board meetings provide an fewer meetings is that the longer duration would
opportunity for board members to get together allow committees to make more progress before
to conduct their business and discuss issues reporting to the board. Likewise, the longer
affecting the organization. These meetings should duration between meetings would also enable
be held at such intervals, times, places and means more time to prepare for the meeting.
as necessary for the board to conduct its business.

The number of board meetings held during


the year may vary between organizations but
board meeting frequency should be regular.

13
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

Meeting Operations substantial value to the issue. Furthermore,


issues dealt at the committee level do not need
Rather than focusing solely on everyday
to resurface at the board level unless the topic
operational issues, board meetings should be
warrants discussion with all board members.
held in the context of how the issues apply and
affect the boards overall strategic planning and
organizational goals. Optimally, meetings should
Suggested Best Practice:
be conducted with an agenda that is structured
in such a manner to effectively and efficiently The board chairperson sets board meeting
deploy the boards time and focus the members agendas in consultation with the CEO.
attention on the most important issues. Meeting agendas focus on those items that are
critical to the board fulfilling its obligations
Generally, the chairperson works with
and responsibilities, and if the board can add
management to determine the agenda items for
substantial value to the issue.
the meeting. Additionally, agenda items come
from the following sources:

forwarded by the medical staff; To maximize the boards time, each agenda item
based on the boards annual objectives; should be assigned a specific time allotment. It
and/or pays to overestimate the time required to address
as a result of board committee work. an issue, as this will create fewer problems than
In considering potential agenda items for a underestimating. Assigned times should be
regular board meeting, it is essential to question adhered to, and should an item require additional
whether the board should be dealing with a time, the chairperson should make an on-the-
particular issue. The board should address spot decision on which items will receive less
only those items that are critical to fulfilling time or which items will be tabled.
the boards functions and if the board can add

14
GOAL: THE BOARD AND ITS MEMBERS HAVE CLEARLY DEFINED ROLES AND EXPECTATIONS.

Information Presentation and Assessment In reflecting upon information presented at


the meeting, the board should understand the
Prior to a meeting, an information package
assumptions of others and the context within
should be sent to board members to allow
which the information is presented. In the
members to familiarize themselves with agenda
assessment of information it is useful for the board
items. This will ensure that valuable meeting
to have a decision-making tool that outlines how
time is used for discussion and decision-making.
information is presented, discussed and utilized.

There are several benefits to having a decision-


Suggested Best Practice: making tool. First, the tool will create a
standard against which information is presented
Meeting minutes accurately reflect the discussion
consistently and issues are assessed in a fair
and actions taken at the meetings as well as
manner. Second, stakeholders will also have a
provide sufficient direction to management to
clear idea of the process for which information
carry out the boards direction.
was discussed and decided upon. Third, by using
strategic tools like a SWOT analysis, the board
The board is responsible for determining the flow will be able to better assess how agenda items
of information and the sharing of information impact the board and the organization
with others. It is extremely important that the It is important to note that actions of the board
minutes of a board meeting reflect an accurate are not effective unless they are authorized
recording of the discussion and actions taken or adopted by resolution or bylaw at a duly
at the meeting. Having clear decision-making constituted meeting of the board. Along with
processes and meeting minutes will contribute to this, any action of a board committee is not
the transparency of the board and organization. effective unless it is authorized or adopted by a
(Transparency refers to the extent, which the resolution at a properly constituted meeting of
actions and processes are disclosed and open the board or board committee. No meeting can
for others to see). Having transparency within be held and no act of council is valid unless it has
an organization allows for others outside of the been adopted at the meeting of the board where
organization to see what is really occurring on a quorum is present. A quorum is the majority
the inside. Ultimately, this action fosters the of the members of the board, not counting
development of trust between the organization vacancies.
and its stakeholders.

15
GOAL: THE BOARD EFFECTIVELY COMMUNICATES INFORMATION
AMONG ITS MEMBERS AND TO OTHERS.

Member Participation at Meetings During discussions, board members should


try to use dialogue rather than debate. There
For meetings to be effectively, board members
are differences between the two. For example,
should be able to contribute to the discussions.
debates involve the presentation and defending
Board members can achieve this by:
of different views. There is no exploration for
taking adequate time to review the assumptions and the end goal is a declaration
information provided and prepare for of the right answer. In contrast, a dialogue is
meetings in order to facilitate sound an exploration of issues and comprehension
deliberations and decision-making; of assumptions. The advantages to having a
participating actively at the meetings dialogue include: team learning, development
putting their thoughts and concerns on of trust, and cultivation of alignment within
the table for healthy debate and open the organization. Having an open attitude and
discussion; asking questions contributes to effective dialogue:
encouraging balanced participation
why (this way)?
amongst members and engage the
Is there a better way?
opinions of all members on matters;
what are the alternatives that were
attending regular, committee and special
considered and dismissed?
board meetings punctually;
what do you like most/least about it?
missing no more than three (3) of
what would you change if you could?
regular scheduled meetings of the
why are you/we doing this?
year and no more than three (3) of the
what do you think/recommend?
scheduled committee meetings for the
what are the risks?
year, unless specifically excused by a
what should we stop doing?
motion of the board; and
how might we?
notifying the chairperson of the board
what is stopping us? 4
or of the committees of all regrets no
later than three (3) working days prior to By asking questions, individuals attempt to gain
the meeting to ensure there are enough more information so as to understand the issue.
members to constitute a quorum. In turn, this allows the board to make a more
informed decision. The board should note that
they have a right to ask for more information
Suggested Best Practice: from others if they feel insufficient information
was provided or if further questions need to be
Board members participate fully
answered.
in board meetings.

Bart, Dr. C. The Directors College. Communicating more effectively through dialogue: a new way of interacting.
4

16
GOAL: THE BOARD EFFECTIVELY COMMUNICATES INFORMATION
AMONG ITS MEMBERS AND TO OTHERS.

Special Board Meetings Special meetings of the board will be conducted


in accordance with the boards general bylaws.
At times, an issue will arise that will require
the attention of the board prior to the next Questions of other procedures at both regular
regularly scheduled meeting. If this occurs, the and special meetings of the board should be
chairperson will call for a special meeting of determined in accordance with the rules of order
the board and the board secretary will, upon established by the board from time to time.
direction from the chairperson, convene the
meeting.

17
GOAL: THE BOARD EFFECTIVELY COMMUNICATES INFORMATION
AMONG ITS MEMBERS AND TO OTHERS.

In-Camera Meetings of the prejudice any security measures


Regional Health Authority undertaken by the board; or
fall within the scope of any other
Pursuant to The Regional Health Services Act, the
prescribed circumstances.
board may hold a meeting or part of a meeting
in private, if in the opinion of the board, holding Members should remember that even though
a meeting or part of the meeting would reveal these meetings are held in private, a level of
information relating to: discretion should be utilized and maintained.
There is always the potential that the discussion
proposals for contracts or negotiations or
could leave the room; thus, member conduct
decisions with respect to contracts; or
at these meetings should not be any different
plans or proposals of the board involving
from that of a meeting open to the public.
future budgetary decisions;
In other words, in-camera meetings are not
reveal information relating to risk
an opportunity to depart from good meeting
management issues or patient care issues;
behaviour.
reveal information relating to collective
bargaining or human resource
management issues;

18
GOAL: THE BOARD EFFECTIVELY COMMUNICATES INFORMATION
AMONG ITS MEMBERS AND TO OTHERS.

Board Meetings without Management Present

It is now a commonly accepted practice for Suggested Best Practice:


members of a board to meet regularly without The board meets regularly without management
the chief executive officer or other management in attendance to allow members to discuss issues
representatives in attendance. This type of they wish to raise privately.
meeting is customarily held at the end of a
regular board meeting and allows board members
to explore freely any issues they wish to raise
privately. At the end of every such meeting, the
chairperson should give the CEO/management
feedback on the contents and results of the
discussion.

19
20
GOAL: Application
THE BOARD WORKS WITH THE Board member Attributes,
MINISTER AND THE MINISTRY TO Skills and Core Competencies
BRING THE PROPER COLLECTIVE It is recommended that the generic attributes of
SET/MIX OF SKILLS TO THE board members align with the individual members
ORGANIZATION. roles and duties. Based on the review of corporate
governance best practices, members should have the
Background following generic attributes regardless of their mix/
A boards effectiveness depends largely its set of skills and background:
members. A board should be comprised of
dedicated individuals who are motivated to
play an active role, and who have the necessary Suggested Best Practice:
competencies to carry out their responsibilities. The board membership encompasses the
Having competent people on the board means competencies and skills required by the
putting together a group of individuals who have organization and reflect the community
the appropriate combination of competencies served.
(skills and experience) and personal attributes
(behaviour and attitude) to support the boards
possess knowledge and expertise to
mission and contribute to working together as a
fulfill an appropriate role given the
highly motivated team.
mix of backgrounds and skills that the
Currently, boards consist of members who board and the Governance/Nominating
have been appointed in accordance with the Committee (if the committee exists)
government representation criteria (see below). have decided are appropriate;
Competencies as related to the needs of exercise diligence, including attending
particular boards should also be considered. board and committee meetings and
coming prepared to provide thoughtful
Typically, nominees/appointees to boards are
input at the meetings and during
individuals who are independent of management
communications between meetings;
and have no material interest in the organization.
have proven integrity, high ethical
In the case of Saskatchewans regional health
character, and reputations consistent
authorities and the Saskatchewan Cancer Agency
with the boards image;
boards, the regulations established under The
be independent in their judgment and
Regional Health Services Act and The Cancer
committed to the boards long-term
Agency Act contain provisions that specify
interests;
individuals who have obvious conflicts of interest
absence of conflict of interest
and are ineligible for appointment.
which would impede the members
participation in the work of the board;
and
be prepared to participate in ongoing
education and professional development.

21
GOAL: THE BOARD WORKS WITH THE MINISTER AND THE MINISTRY TO BRING THE PROPER
COLLECTIVE SET/MIX OF SKILLS TO THE ORGANIZATION.

Listed below are core competencies of a board Recently, many experts in corporate
as a whole. These core competencies constitute a governance agree that effective governance
mix/set of skills that a board requires its members of a board depends on its members who have
to possess collectively. As well, this mix/set the appropriate combination of competencies
of competencies (which is often referred to as (skills and experience) and personal attributes
competency matrix) need to be cited in a skills (behaviour and attitude) to support the
profile for board membership as a whole. Ideally organizations mission and work together
an individual possesses at least one of these core as a highly motivated team. The particular
competencies to be considered for appointment competencies required for board members will
as a member to the board. These skills can be vary depending on specific challenges a board
developed through board member training and is facing and the skills needed to complement
professional development: the governance team. The requisite skills
and experience will change over time as the
financial literacy;
organization evolves to face changes in its
senior management experience;
operating environment. Thus, board member
professional designation;
appointment and the composition of the board
technical or specialized knowledge;
should be tailored to meet the needs of the board
demonstrated leadership and team skills;
and its stage of development.
community/business profile;
previous public sector board experience;
and
Suggested Best Practice:
ability to understand public policy
mandates and Saskatchewan Health The board has clear policy guidelines
objectives. for member selection, including generic
attributes, specific skills and expertise.
To create a full functioning board, it is suggested
that these core competencies be considered in
making board member appointments.
To ensure that boards have the capabilities
Finding Balance: Board Composition necessary to effectively and efficiently carry out
Since RHA and the SCA boards came into their roles, it is recommended that the board
being, the members have been appointed through members be appointed on competency-basis in
the representation approach (that led to citizen conjunction with the government policy agenda
boards). The provincial government is committed (i.e., board diversity). In other words, a balance
to board diversity and to achieving its goals of exists between the representation-based approach
gender parity, fair regional representation, and and the competency-based approach.
equitable aboriginal, youth, and visible minority
representation of members on the boards.

22
GOAL: THE BOARD WORKS WITH THE MINISTER AND THE MINISTRY TO BRING THE PROPER
COLLECTIVE SET/MIX OF SKILLS TO THE ORGANIZATION.

Nomination/Appointment Process The common practice is that all candidates


for Board Members whose names are being put forward and
recommended for appointment to a health
Most provincial governments across Canada
sector organization must complete a Candidate
assume the ultimate responsibility to appoint
Profile and Declaration. The Profile is normally
board members/directors in the health sector.
completed by candidates who are recommended
However, the appointment decision is often
for consideration based on certain kinds of
made after consultation with the organization
criteria.
the organization should be satisfied that the
appointee has the skills and knowledge necessary Essentially, the Candidate Profile and
to enhance the effectiveness of the board and will Declaration includes information about a
be a good fit with the board culture. candidates background, disclosure of any
potential conflicts of interest, a declaration
Best practices emphasize the importance of
acknowledging general responsibilities to the
open communication and co-operation among
organization, questions about personal integrity
all parties. Therefore, during recruitment,
and public accountability and a list of personal
communication and co-operation among the
references.
board, the Minister and the Ministry of Health,
applicants, successful candidates and interested In Saskatchewan, board members are
stakeholders should exist. appointed though an Order in Council upon
recommendation of the Minister of Health.

Suggested Best Practice:

The board participates in the appointment


process through their appointment of a
Governance/Nomination Committee. The
process should involve open communication
and cooperation among parties involved.
Throughout this process the board
participates in informal consultation and
communications, as required.

23
GOAL: THE BOARD WORKS WITH THE MINISTER AND THE MINISTRY TO BRING THE PROPER
COLLECTIVE SET/MIX OF SKILLS TO THE ORGANIZATION.

Filling a Vacancy the Ministry of Health;


self-referral;
The major steps to be followed in filling a
advertising;
vacancy are set out below:
stakeholders; or
identify the need for an appointment; interested parties.
confirm board composition criteria and
If advertising is used to fill vacant positions,
vacancy skills profile through needs
advertisements may be placed in different venues,
assessment and review of competency
such as:
matrix;
identify candidates; certain websites;
conduct consultation and review; and community newspapers if there is
make final selection/appointment a particular need for local or regional
decision. representation;
newsletters of professional groups
The process to identify candidates should be
(i.e., accountants, engineers) or other
proactive and appropriate to the needs and
organizations if particular skills are
circumstances of the board. There are a variety
required; and
of ways in which suitable candidates can be
local radio stations/talk shows to
identified ranging from formal to informal.
generate broad interest in the board.

The Governance/Nomination Committee of the


Suggested Best Practice: board may assist the nomination/appointment
process to:
The board develops a succession plan so that
it is able to nominate potential candidates for develop a member selection criteria for
the consideration of the Minister/Ministry of board membership as a whole and for
Health during the appointment process. specific vacancies;
recommend a recruitment and
evaluation process to be used to fill
Potential candidates may be identified from the vacancies;
following sources: identify/recommend candidates to the
Ministry of Health for appointment or
the boards Governance/Nominating
re-appointment; and
Committee, if there is such a committee;
develop a plan and a process to
directed invitation to apply;
recommend to the Ministry of Health
the Minister of Health, or other elected
the orderly long-term renewal of board
representatives;
membership.

24
GOAL: THE BOARD WORKS WITH THE MINISTER AND THE MINISTRY TO BRING THE PROPER
COLLECTIVE SET/MIX OF SKILLS TO THE ORGANIZATION.

In terms of reappointment, members eligibility the members attendance at professional


for reappointment should be reviewed against development opportunities;
the following criteria (see also the section on the match between a members
Evaluation of Individual Members): background, skills and experience and
the needs assessment and skills profile
an evaluation of the performance and
prepared by the board; and
contribution of the individual member,
any unique expertise, contacts or
including consideration of the members
experience that a member brings to the
attendance at, preparation for and
board.
participation in board and committee
meetings (there should be an attendance
policy in place that can be used as a basis
for evaluation);

25
26
GOAL: Regional Health Authorities and the
Saskatchewan Cancer Agency are corporations
THE BOARD DEMONSTRATES established under The Regional Health Services Act
HIGH STANDARDS OF PERSONAL and The Cancer Agency Act, respectively. A general
AND PROFESSIONAL CONDUCT TO responsibility of board members is to act in the
MAINTAIN PUBLIC CONFIDENCE IN best interest of their organization. To discharge
THEIR BEHAVIOURS OR ACTIONS. this general responsibility, it is suggested that
boards have in place a Code of Conduct and
Background Ethics for all the members to follow.
Primarily, a board acts as a steward in its
overseeing of organization functions. Thus,
a board must act in the best interest of the Suggested Best Practice:
organization and the public, which it serves. To The Code of Conduct is in compliance with
guide the board in its stewardship and oversight The Interpretation Act, The Regional Health
responsibilities, the board should follow a Code Services Act and The Cancer Agency Act.
of Conduct and Ethics. In addition to guiding
the board, the code indirectly provides guidance
to staff on how to conduct itself and make For the purpose of this guide, the term Code
decisions. of Conduct and Ethics is used in a broad sense
that addresses the following issues:
Application
standards of behaviour, including
Code of Conduct and Ethics fiduciary responsibilities and duty of
In Saskatchewan, corporation board members care;
have legal obligations as set out in The conflict of interest, including both
Interpretation Act, 1995. They are seen as material interest and representation
fiduciaries to the corporation and thus, are group interest;
expected to demonstrate high standards of the obligation to report to the board
personal and professional conduct to maintain any breach of the Code of Conduct
public confidence in their behaviours or actions. and Ethics, or any illegal or unethical
These standards include the need to avoid behaviour;
conflicts of interest. the protection and proper use of the
boards assets and opportunities;
confidentiality of information obtained
Suggested Best Practice: through the members role; and
compliance with legislation and
The board adopts a Code of Conduct and regulations.
Ethics for their organization.

27
GOAL: THE BOARD DEMONSTRATES HIGH STANDARDS OF PERSONAL AND PROFESSIONAL
CONDUCT TO MAINTAIN PUBLIC CONFIDENCE IN THEIR BEHAVIOURS OR ACTIONS.

Fiduciary Responsibilities and Duty of Care information. In alignment with best practices,
members are also responsible for ensuring that
Best practices in board members code of conduct
systems are in place which provide members with
and actual experiences of boards indicate that
the information they need to make informed
a board members standard behaviour includes
decisions, and that board decisions are sound and
abiding by their fiduciary duties. A fiduciary
made pursuant to proper procedures.
duty means that board members owe a duty of
care and a duty of loyalty to the organization. Board members are expected to uphold their
A duty of care to the organization requires fiduciary responsibilities. The following are
members to exercise the care, diligence and skill suggestions for how to uphold this duty:
that a reasonably prudent person with similar
keep confidential information
background and experience would exercise under
confidential;
similar circumstances.
ask yourself if you personally have any
Board members are required to act honestly and conflict with any items which may
in good faith in the manner of which is in the interfere with your duties as a member;
best interest of the organization. Members are never use information acquired during
bound by their fiduciary duty to maintain the your interactions with the board for any
confidentiality of information received by them purpose outside of the organization; and
in their capacity as members. Information that while on the board, favour interests of
is confidential, proprietary to the organization the organization over the interests of
must not be divulged to anyone other than yourself and others.
persons who are authorized to receive this

28
GOAL: THE BOARD DEMONSTRATES HIGH STANDARDS OF PERSONAL AND PROFESSIONAL
CONDUCT TO MAINTAIN PUBLIC CONFIDENCE IN THEIR BEHAVIOURS OR ACTIONS.

Conflicts of Interest

For the purpose of this guide, the term conflict Suggested Best Practice:
of interest includes both material interests and The board is aware of different conflicts of
representation group interests. The regulations interest and understands how a conflict of
under The Interpretation Act govern material interest could arise.
conflicts of interest and the disqualification of
members. A conflict of material interests usually
exists for members who use their positions on the Even if no actual conflict of interest exists, board
board to benefit themselves, their related persons members need to be aware of the perception of
(such as families or relatives) or their friends. A such a conflict. The suggestion of any conflict
conflict of representation group interests often of interest could generate an appearance of
exists when members act for their representation interfering with the boards ability to making
or interest group even though such action judgements in the best interest of the organization.
conflicts with the duties to the board as a whole.
The benefits of avoiding the perception of having a
The Regional Health Services Act and The Cancer conflict of interest include:
Agency Act provide that no members shall directly
develops an increased level of trust in the
or indirectly receive any profit or personal
board and the organization;
financial benefit from the position of member
demonstrates to others that
other than the remuneration and reimbursement
accountability within the organization
for expenses as authorized pursuant to the Act.
exists; and
Personal conflicts of interest can arise and should reassures the community that the board
be avoided. In a personal conflict of interest, and the organziation are ethical and
personal considerations could compromise the are working in the best interest of the
members decision-making ability or judgement community.
in the best interest of the organization. For
There are several situations that could give rise to
example, competing personal and/or professional
a conflict of interest. The following are examples
interests could result in the member advocating
of the type of conduct and situations that can
or promoting their private or professional
lead to a conflict of interest:
interests, which ultimately interferes with his or
her fulfilling their board duties. A collision of influencing the board to lease equipment
personal and community interests could lead to from a business owned by the members
the disclosure of private information and also family members;
impact a members decision-making ability. influencing the board to allocate funds
to an affiliate or hospital where the
members family member or relative
works or is involved;

29
GOAL: THE BOARD DEMONSTRATES HIGH STANDARDS OF PERSONAL AND PROFESSIONAL
CONDUCT TO MAINTAIN PUBLIC CONFIDENCE IN THEIR BEHAVIOURS OR ACTIONS.

influencing the board to make all its although members may be appointed
travel arrangements through a travel to the board as a representative of an
agency owned by a family member or interest group or region, they should
relative of the member; hold the same duties to the board even
Influencing or participating in a when those duties conflict with the
decision of the board that will directly wishes of the interest group or region.
or indirectly result in the members own
In addition to these common elements, the
financial gain.
ethical guidelines discussed below will prevent
The common elements that could help to avoid a members from getting into a conflict of interest.
conflict of interest are as follows:

members act in accordance with The


Interpretation Act, 1995 and avoid any
conflict of material interest, or the
appearance of a conflict, by placing
the interests of the organization ahead
of their own personal interests, or the
interests of their associates (as defined
in The Interpretation Act, 1995) and/or
related persons; and

30
GOAL: THE BOARD DEMONSTRATES HIGH STANDARDS OF PERSONAL AND PROFESSIONAL
CONDUCT TO MAINTAIN PUBLIC CONFIDENCE IN THEIR BEHAVIOURS OR ACTIONS.

Ethical Guidelines after members cease to serve on a board,


they must refrain from taking improper
In fulfilling their duties and obligations,
advantage of their previous membership;
board members should adhere to the following
and
guidelines:
every board should have a policy
members should act at all times in full governing the circumstances in which
compliance with all applicable legislation a member is authorized to speak
and regulations; publicly, where such public comment
a member should not use his/her could be perceived as an official act or
position on the board to pursue or representation of the board.
advance the members personal interests, after members cease to serve on a board,
the interests of his/her family member they must refrain from taking improper
or relatives, the members associate, advantage of their previous membership;
corporation/organization, union and
or partnership, or the interests of a every board should have a policy
person to whom the member owes an governing the circumstances in which
obligation; a member is authorized to speak
a member should not directly or publicly, where such public comment
indirectly benefit from a transaction could be perceived as an official act or
with the board over which a member can representation of the board.
influence decisions made by the board;
Unless the policy states otherwise, the board
every member should avoid any situation
chairperson should act as the spokesperson for
in which there is, or may appear to be,
the board. Members should not speak publicly
potential conflict which could interfere
where their comments are likely to bring the
with the members judgment in making
board into disrepute or adversely affect its
decisions in the best interest of the
services/programs/activities.
board;

31
GOAL: THE BOARD DEMONSTRATES HIGH STANDARDS OF PERSONAL AND PROFESSIONAL
CONDUCT TO MAINTAIN PUBLIC CONFIDENCE IN THEIR BEHAVIOURS OR ACTIONS.

Disclosure a member should disclose the nature


and extent of any conflict at the first
Full disclosure enables members to resolve
meeting of the board after which the
unclear situations and gives an opportunity
facts leading to the conflict have come to
to dispose of conflicting interests before any
that members attention. After disclosing
difficulty can arise. With respect to disclosure,
the conflict, the member:
the following principles should be followed:
o should not take part in the discussion
a member should, immediately upon of the matter or vote on any questions
becoming aware of a potential conflict in respect of the matter (although
of interest situation, disclose the the member may be counted in the
conflict (preferably in writing) to the quorum present at the meeting);
chairperson; (This requirement exists o if the meeting is open to the public,
even if the member does not become the member may remain in the room,
aware of the conflict until after a but should not take part in that
transaction is complete.) portion of the meeting during which
if a member is in doubt whether a the matter giving rise to the conflict
situation involves a conflict, the member is under discussion, and should leave
should immediately seek the advice of the room prior to any vote on the
the chairperson; matter giving rise to the conflict;
if appropriate, the board may wish to o should, if the meeting is not open
seek advice from their legal counsel; to the public, immediately leave the
unless a member is otherwise directed, a meeting and not return until all
member should immediately take steps discussion and voting with respect to
to resolve the conflict or remove the the matter giving rise to the conflict
suspicion that it exists; is completed; and
if a member is concerned that o should not attempt, in any way or at
another member is in a conflict of any time, to influence the discussion
interest situation, the member should or the voting of the board on any
immediately bring his or her concern to question relating to the matter giving
the other members attention and request rise to the conflict.
that the conflict be declared. If the other
member refuses to declare the conflict,
the member should immediately bring
his or her concern to the attention of
the chairperson. If there is a concern
with the chairperson, the issue should be
referred to the Governance/Nomination
Committee or equivalent committee that
deals with governance issues;

32
GOAL: Orientation at the local level should:

BOARD MEMBERSHIP ensure that each new member fully


IS WELL MANAGED. understands the formal governance
structure, the legislation/regulations,
Background the bylaws, the role of the board,
its supporting committees, and the
Board development contains two components: expectations in respect to individual
orientation and education. Orientation refers to a performance as set out in the board
process by which new members are provided with charter, document of expectations or
necessary information about the board and their equivalent statement.
roles/responsibilities as members. Education, or build an understanding of the
professional development, is an ongoing process organizations operations and working
improving the wide range of skills required by all environment:
members, regardless of tenure. o the programs or services;
In general, the board should be continually o summary details of the boards
learning and growing. Current practice of some principal assets, liabilities, significant
boards in Saskatchewan is that orientation and contracts and affiliates;
education for members are provided at two levels: o the boards structure;
the local board level and the provincial level. o the organizations major risks and its
risk management strategy;
Application o key performance indicators; and
o any operational or regulatory
Professional Development at the Local Level
constraints.
build a link with the individuals who
make up the board, including:
Suggested Best Practice: o opportunities to meet and get to
The board has a comprehensive orientation know fellow members;
for new board members. o meetings with senior management;
and
o visits to the boards sites to learn
At the local level, orientation is focused on the about operations and to meet
roles and responsibilities of the organization, employees.
its programs/services and operations, the role of build an understanding of the main
the board and the expectations for individual relationships/partnerships.
members. The orientations objective is to help At the local level, the orientation program for
new members become as effective as possible and the new members can be customized to take into
as soon as possible. account their background and skills.

Written materials to be provided for orientation


may include, but are not limited to the board
manual.

33
GOAL: BOARD MEMBERSHIP IS WELL MANAGED.

The boards manual contains: a schedule of dates for upcoming board


meetings;
Board Charter (or job description);
details of board committees and copies
committee terms of reference;
of the minutes from the last three to
document that details expectations for
six meetings if a new member will be
board members;
joining a specific committee; and
Code of Conduct and Ethics;
biographical and contact information for
organization structure;
members and senior management.
demographic information;
service providers and partners;
board resources;
Suggested Best Practice:
key processes and timelines for strategic
planning; The board has a culture that encourages
budget planning and reporting; new board members to participate fully
relevant legislation; and effectively in board activities as soon as
board bylaws; possible.
board operational policies;
the boards most recent strategic/service
plan; In addition to orientation, the board should
the most recent annual and quarterly encourage new members to participate in
financial and accountability reports; activities as soon as possible. One mechanism
an explanation of the boards key to achieve this would be to match a new board
performance indicators; member with an existing board member. The
minutes from the last three to six board latter would act as a mentor.
meetings;

34
GOAL: BOARD MEMBERSHIP IS WELL MANAGED.

Ongoing Education

Beyond the initial orientation, the board Suggested Best Practice:


should provide members the opportunity for The board provides ongoing educational
ongoing professional development. This will opportunities for directors to learn about
help members maintain or improve their skills. the organization, its sector and its corporate
Furthermore, ongoing professional development governance practices, and maintains a policy
will provide members with opportunities to encouraging members to take advantage of
deepen their understanding of the organization, these opportunities.
its functions and its operating environment.

Ongoing education may take place as part of


regular board meetings, as part of the boards
annual retreat or in separate educational sessions.
For the latter case, ongoing education at the local
level may be combined with that at the provincial
level.

35
GOAL: BOARD MEMBERSHIP IS WELL MANAGED.

Professional Development overseeing the development and delivery of a


at the Provincial Level formal, structured and comprehensive education
program for board members.
To maintain a sustainable, efficient and
accountable quality health system in Province-wide education sessions are provided
Saskatchewan, board members need to be to support ongoing professional development of
engaged in ongoing educational opportunities board members.
that enhance their governance skills. The
Governance Committee assumes the role of

36
GOAL:
THE BOARD EFFECTIVELY Application
DISCHARGES ITS FUNCTIONS AND
RESPONSIBILITIES. Membership of Board Committees

Some governance best practices call for


Background three individuals to sit on each of the board
Boards can enhance their overall effectiveness committees and that committee membership
by establishing committees at the board consist of both board and non-board members.
level. The main benefit of committees is that The approach for the latter presents an
specific committees enable boards to focus opportunity to extend the reach of the board into
on and oversee matters of particular concern. the community and identify potential recruits for
Committees can also help members gain a deeper subsequent nomination to the board.
understanding on matters requiring specialized However, the approach adopted by most
decision-making or approval. boards that have committees is to have all
However, it is not suggested that all the boards committees consist of board members only.
take a cookie cutter approach to utilizing all This does not preclude boards having senior
the committees introduced below. A board may management teams or other resources to assist
establish other committees on the basis of its board committees with their work. Rather, it is
perceived need. The board should use committees recommended that board committees consist of
that are appropriate to individual boards specific board members and that these committees may,
needs and circumstances. In the case where a from time to time, have meetings to include
board finds it appropriate and in its best interest experts from outside/management to provide
not to use committees, the entire board should advice on specific issues as needed. Senior
discharge committee duties and activities. management may be part of committees for their
expertise, but they do not vote on the committees
A key concept of the relationship between the and thus are not considered as committee
board and its committees is that committees members.
should support and advance the work of
the board and the board should control and The size of board committees may vary and
coordinate its committees. If a board does not depends upon the committee responsibilities.
control its committees, its committees will The size of the committee should enable the
control the board. If various committees are committee to: a) function efficiently b) encourage
working toward different directions, attempting member participation, and c) have appropriate
to advance different agendas and focusing on representation of knowledge and experience.
wildly different levels of detail, it is almost Generally, a committee size of three to six
impossible for a board to govern effectively and individuals is sufficient to accomplish these
efficiently. objectives.5

Audit Committee Institute. (2006). Shaping the Canadian Audit Committee Agenda
5

37
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Establishment of Committees committee may also be broadened to cover


related board interests. For example, the Finance
A review of literature on corporate governance
Committee may be assigned responsibility for
and actual experiences in the health sector
ensuring that an information technology plan
indicate that the four most common core
that effectively supports the strategic planning
committees that are applicable to the boards fall
process is in place.
in the following areas:

Finance
Audit Suggested Best Practice:
Governance/Nomination
The board accomplishes functions by
Human Resources (It is noted that
establishing committees in the core areas of
currently some boards use executive
Finance, Human Resources, Governance/
committees that assume the roles and/
Nomination and Audit.
or responsibilities of human resources
committees.)

Each of these committees is a standing The chairperson and membership of individual


committee and should clearly be tied to the committees are recommended by the board
boards core responsibilities. Good governance chairperson and confirmed collectively by the
suggests that each committee have terms of board. With prior approval of the chairperson,
reference detailing the committees structure, committees have the authority to engage
composition and responsibilities. Where consulting advice and independent counsel.
workload and requisite skills allow, committees
may serve in a dual role such as Audit &
Finance. The terms of reference for an individual

38
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Executive Committee Members are often chosen for membership on


the Executive Committee because they reside
In the past boards often choose to appoint an
in or near the community of the board office
Executive Committee and granted it the power
and therefore, would likely be more readily
to exercise the authority of the board in the
available to conduct board business. Executive
management of the business and affairs of the
Committees have the potential to create two
board between regular board meetings. However,
classes of members rural and urban. This may
a review of best practices in corporate governance
create tension amongst members and between
literature indicates that the use of an Executive
communities and may result in an urban rural
Committee is no longer an accepted practice. It
split.
is important to ensure that all board members
have access to the same board information,
and that the conduct of board business is open,
transparent, and collegial.

39
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Finance Committee review and recommend major tenders or


contracts;
The goal of the Finance Committee is to
recommend investment guidelines
recommend financial objectives and policies
and receive annual information on
to the board, ensure the preparation of the
investment performance;
annual budget and operational plan for approval
ensure the board receives timely,
of the board, monitor financial performance
meaningful reports on its financial
against indicators established by the board and
situation including up-to-date forecasts
recommend corrective action as required in
of year-end results.
relation to financial performance.

The following are common responsibilities of the


Finance Committee:

examine the budget methodology and


recommend the operating budget for
approval by the board;
review planned expenditures and
recommend annual capital budgets for
approval by the board;

40
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Audit Committee o ensure that the boards internal


controls have integrity and will
The Audit Committee assists the board in
lead to the production of accurate
fulfilling its financial accountability and
financial statements and performance
oversight responsibilities. The committee achieves
reports;
this by reviewing the financial and performance
o ensure that management has
information provided to the stakeholders,
appropriate systems in place to
monitoring the systems of internal controls set
identify and manage risk; and
by management and board plus overseeing the
o prevent financial mismanagement;
internal/external audit processes. The committee
recommend the appointment and
has the authority to engage independent counsel
compensation of the external auditor;
and other advisors, with prior approval from the
oversee the independence of the external
board chairperson.
auditor, including where appropriate, the
It is recommended that the board chairperson development of an auditor independence
sit on the Audit Committee. Furthermore, all policy;
members of the Audit Committee should be work with the auditor to define the
independent and financially literate. Ideally, purpose of the audit, formulate and
at least one committee member should have a approve the audit plan; and review audit
financial designation or financial management results;
expertise. evaluate the need for an internal
audit function and make appropriate
The responsibilities of the Audit Committee are
recommendations to the board; and
as follows:
where an internal function is in place:
review and approve the financial o hire, evaluate and (if needed) replace
information to be provided to the head of the internal audit unit;
stakeholders and ensure that this o approve the internal audit units terms
information accurately represents the of reference;
organizations activities; o approve the audit units short and
review any proposed changes to the long-term plans and related resources;
position of the boards chief financial o initiate and approve specific requests
officer; for audits;
review and approve the systems of risk o review audit reports (or summaries)
management and the internal controls and ensure implementation of
established by management and the recommendations; and
board to: o evaluate the internal audit units
o ensure the boards sound financial performance.
performance;

Here, independent means having no material direct or indirect association with the organization; and financially literate means
6

that the member has the ability to read and understand a set of financial statements which present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to
be raised by the organizations financial statements (From: Board Resourcing and Development Office of the Premier, Province of
British Columbia. (2005) Best Practice Guidelines: BC Governance and Disclosure Guidelines for Governing Boards of Public Sector
Organizations.).

41
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

When needed, the committee recommends to auditor and the auditor reports to the Audit
the board the appointment and compensation Committee. Occasionally, the committee should
of an external auditor. Any work, in addition meet with the auditors without management
to audit duties, to be performed by the auditor present.
should be pre-approved by the board on the
recommendation of the Audit Committee. The
board, not management, appoints an external

42
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Governance/Nomination Committee review the skills and experience required


by the board;
The major responsibilities of the Governance/
identify new members for
Nomination Committee at the board level
recommendation to the Ministry of
include formulating and recommending
Health;
governance principles and policies. This
review the relevance of individual
committee also plays an enhance role of
committees and committee terms of
leadership for all matters of corporate governance
reference;
for the board.
manage evaluations of board,
Additionally, the Governance/Nomination committee, chairperson and member
Committee is typically responsible for: performance;
ensure appropriate board orientation and
developing member selection criteria
professional development;
for board membership as a whole and
articulate roles and responsibilities
specific vacancies;
for the board, its committees, the
identifying and evaluating potential
chairperson and individual members and
candidates to be recommended to
recommend to the board any needed
the board for appointment or re-
changes;
appointment;
prepare and update a board manual
developing a plan and process for
containing all documents relevant to the
the orderly long-term renewal of its
boards governance structure; and
membership; and
provide oversight to the Code of
evaluation of board and management
Conduct and ethics.
It is suggested, if a board has such a committee
The Governance/Nomination Committee should
or intends to establish such a committee, that
keep up to date with developments and emerging
the Governance/Nomination Committee
best practices in corporate governance.
oversees the boards governance and nominating
activities. At the local level, the Governance/
Nomination Committee may have the following
responsibilities:

43
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Human Resources Committee In the Saskatchewan health system, the


compensation of a CEO who works with the
Typically, the major duty of the Human
board is subject to the policies developed by
Resources Committee is to review and approve
the Ministry of Health. Therefore, when a new
CEO compensation. This committee evaluates
CEO is being recruited, the Human Resources
and sets the CEO compensation based on
Committee must ensure conformity with the
meeting performance goals.
Ministryal policies in this area, and that the
The following are primary responsibilities of board has appropriate human resources policies
Human Resources Committees: that are consistent with and supportive of the
provincial direction.
oversee the evaluation and compensation
of the CEO;
develop CEO performance objectives
together with the CEO, the chairperson
and the board;
ensure the organization has a sound plan
for management succession; and
ensure that the organization has
appropriate human resources and
compensation policies.

44
GOAL: THE BOARD EFFECTIVELY DISCHARGES ITS FUNCTIONS AND RESPONSIBILITIES.

Ad Hoc Committees

Sometimes, a board may wish to establish time- Suggested Best Practice:


limited committees to deal with specific matters The board may from time to time establish
that are a board priority at a particular time. For such special or ad hoc committees that will
example, an ad hoc Capital Project Committee assist the board in carrying out specific
may be required to oversee construction on a functions.
time-limited basis.

45
46
GOAL: and Evaluation). In all cases, the scope and
nature of the review (i.e. how individuals will be
THE BOARD EVALUATES ITS OWN evaluated and against what) should be defined
PERFORMANCE IN RELATION before any data is collected. In addition to formal
TO ITS RESPONSIBILITIES AND evaluations, informal evaluations should be
PERIODICALLY REVIEWS AND periodically conducted to avoid any surprises for
REVISES GOVERNANCE POLICIES, the individual being reviewed.
PROCESSES AND STRUCTURES AS
APPROPRIATE.
Suggested Best Practice:
Background
The board evaluates the performance of itself,
Evaluation is part of the whole cycle of corporate its committees and its members in relation to
governance. Best practices in corporate their respective roles and responsibilities.
governance indicate that boards should establish
formal processes for evaluating the performance
of the board as a whole, chairperson, board Boards may introduce evaluation in stages,
committees and individual members. This will starting with the full board and committee
help in fulfilling the boards responsibility to its evaluations, and then moving to assessments of
accountabilities. the chairperson and individual board members.
The actual form of the assessment may be
It is important to remember that board
tailored to each board. Furthermore, each board
assessment and evaluation exists first to aid
should adjust the evaluation process in order to
individuals and only second to highlight
best address its own issues.
performance shortfalls.

Some of the benefits of board and member Application


evaluation are the opportunities it provides to:
The board, its members and board committees
highlight successes; should all undergo evaluation.
learn what processes are working well;
Evaluation of the Board and its Committees
identify and implement changes to areas
requiring improvement; Boards and their committees are usually
self-improve; evaluated against the criteria set out in the
inform board renewal; board Charter/Expectation/Accountability
change policies or practices; and Documentation and/or their terms of reference.
inform reallocation of resources.
The following are common areas that board and
The underlying principles and approaches of committee evaluations should cover:
evaluation are the same for boards, chairpersons,
whether the board or committee has
board committees and individual board members.
adequately performed its roles and
The major steps to conduct the evaluation can be
fulfilled its responsibilities (e.g. strategic
based on those for evaluating the CEOs, modified
planning, budgeting, CEO evaluation,
as appropriate (See section CEO Chief
risk management, etc.);
Executive Officer: Performance Expectations

47
GOAL: THE BOARD EVALUATES ITS OWN PERFORMANCE IN RELATION TO ITS RESPONSIBILITIES
AND PERIODICALLY REVIEWS AND REVISES GOVERNANCE POLICIES, PROCESSES

the adequacy of board or committee board or committee effectiveness


operations and decision-making (e.g. board culture, opportunities
processes (e.g. adequacy of information, for meaningful participation,
committee structure, board composition, communications with the Ministers,
adequate discussion time, etc.); and communications with management).

48
GOAL: THE BOARD EVALUATES ITS OWN PERFORMANCE IN RELATION TO ITS RESPONSIBILITIES
AND PERIODICALLY REVIEWS AND REVISES GOVERNANCE POLICIES, PROCESSES

Evaluation of the Board Chairperson and The members record of attendance;


Individual Members The members ability to express views
and hear the views of others; (with
The effective performance of the board
modification for the chairperson
chairperson and individual members is
evaluation)
fundamental to the success of the board and
Ethical standards; and
the organization as a whole. Evaluation of the
The members commitment to the best
chairperson and members should be conducted
interests of the organization.
with reference to job descriptions and prescribed
expectations. Some of the common topics that (See also section on Nomination/Appointment
would be covered in an evaluation are: Process for Board Members)

The level of the members skills, It is important that there be appropriate


experience and demonstrated expertise; follow-up to evaluation. Once evaluation is
The level of a members preparation completed, the board should make certain that
for board discussions and the degree steps are taken where necessary to improve the
of participation in them; (with effectiveness of individual members, committees
modification for the chairperson or the board as a whole.
evaluation)
The members knowledge about the
organization, its strategic direction and
its operational environment;

49
50
GOAL: is accountable to the board. Furthermore, at
any time, the board may revoke or suspend the
THE BOARD OVERSEES THE appointment of the CEO.
ENGAGEMENT, HIRING, AND
ANNUAL PERFORMANCE The relationship between the board and the
EVALUATION OF THE CHIEF CEO is crucial to the ongoing success of the
organization. This relationship should be one
EXECUTIVE OFFICER. THE BOARD
of trust and mutual respect where each party
ALSO DELEGATES RESPONSIBILITY
understands and appreciates the role of the other.
AND RELATED AUTHORITY FOR THE There are occasions where tensions can exist. On
MANAGEMENT AND OPERATION the one hand, the board provides oversight and
OF THE ORGANIZATION. holds the CEO accountable for the organizations
performance and, in so doing, must probe and
Background critically evaluate managements proposals and
While the board chairperson is the head of the decisions. On the other hand, the board and
board, the chief executive officer (CEO) is head its members provide strategic advice and give
of management. In Saskatchewan, the CEO is support to the CEO. Should this dynamic
responsible for management/administration of all relationship become adversarial, dysfunction and
health services and programs of the board under poor decision-making will invariably result.
the direction of the board. The CEO supports the
key business functions of the board to ensure that Application
quality; effective and integrated health programs The board sets the job description of the CEO.
and services are delivered to the residents of the The board also oversees the recruitment of
health region and Saskatchewan. In some cases, the CEO and the evaluation of his or her
the CEO roles and responsibilities overlap those performance.
of the board and thus, may be shared; however,
there are many cases where the CEO and the CEO Job Description
board assume different roles and responsibilities. While a key role of the board is to oversee and
The board typically establishes the selection supervise management, a key role of management
process for the engagement of the CEO and to is to manage the business and to be accountable
hire the CEO in accordance with the process. to the board.
As the CEO position is critical in defining the The job description of the CEO should describe
success of the board, it is very important for the the CEOs designated duties and responsibilities
board to have a process in place to monitor and as well as the division of responsibility between
evaluate CEO performance. the CEO and the board.
Annually, the board should conduct the CEOs
formal performance evaluation, review and
approve his or her compensation plus set his or Suggested Best Practice:
her goals and objectives for the upcoming year. The CEO understands his or her
The board delegates responsibility and related responsibilities and expectations of the role.
authority to the CEO for the management and
operation of the organization and the CEO

51
GOAL: THE BOARD OVERSEES THE ENGAGEMENT, HIRING, AND ANNUAL PERFORMANCE
EVALUATION OF THE CHIEF EXECUTIVE OFFICER. THE BOARD ALSO DELEGATES

The job description should also contain an recruit and select management team
item that indicates that the CEO needs to have members, train and monitor senior
regular contact with the Ministry of Health, management team, and assess the
while making it explicit that the CEO remains performance of other management staff
fully accountable to the board. so as to ensure a good management team
is in place;
The following are common elements contained in
promote and support the boards values,
CEO job description. The CEO should:
culture and philosophy;
be responsible for developing and be responsible for the boards allocation
implementing/operationalizing the of the valuable capital, human and
boards strategic plan; technical resources;
be responsible to the board for its represent the board externally to the
management in accordance with its community, government, media and
policies and direction; other organizations and agencies;
ensure financial performance and ensure compliance with all legislative
appropriate systems and structures are and regulatory requirements;
in place for the effective management of identify, monitor and manage risks and
the organization; report results; and
demonstrate integrity and ethical attend board and committee meetings as
leadership in support of the boards required.
responsibility with respect to
development and periodical review of
the boards mission and objectives;

52
GOAL: THE BOARD OVERSEES THE ENGAGEMENT, HIRING, AND ANNUAL PERFORMANCE
EVALUATION OF THE CHIEF EXECUTIVE OFFICER. THE BOARD ALSO DELEGATES

CEO Recruitment The board should work together and


communicate/consult with the Ministry of
Recruiting a new CEO is one of the boards
Health throughout the process to ensure that the
major undertakings. This task requires lots of
proposed terms of employment are consistent
preparation, including identification of skills/
with legislation and the Ministrys policies and
abilities that the board requires the CEO
directions.
to possess. The board may consider using a
professional recruitment agency to screen Given the importance of CEO selection, it is
candidates and provide some initial comments. expected that the boards will consult with the
Much time is also needed for the reference checks. Ministry prior to the final decision.

53
GOAL: THE BOARD OVERSEES THE ENGAGEMENT, HIRING, AND ANNUAL PERFORMANCE
EVALUATION OF THE CHIEF EXECUTIVE OFFICER. THE BOARD ALSO DELEGATES

CEO Expectations and boards have developed.


Performance Evaluation
Overall, in the evaluation process, it is
The evaluation process is the mechanism for recommended that:
communicating goals, accomplishments,
Expectations/criteria for the CEO are
expectations and accountabilities, leading
agreed on by the CEO at the beginning
ultimately to CEO and board success. Evaluation
of the evaluation period, and are
is also beneficial for CEO development. The
objective and quantifiable to the fullest
process provides opportunities to recognize
extent possible;
excellence, plus identify and acknowledge
Evaluations occur as quickly as possible
strengths as well as shortfalls.
after the measurement period ends;
Accountability mechanisms that have
a proven effect on performance are
Suggested Best Practice:
identified and expanded; and
The board periodically conducts a formal The whole process of evaluation is
performance evaluation of the CEO. informative and constructive, not
punitive; it focuses on solutions rather
than problems.
The process for setting the CEOs performance
Steps in a CEO Performance Evaluation 7
expectations and his or her subsequent evaluation
should be agreed upon annually in advance The major steps of CEO evaluation are
by the board and the CEO. In addition to recommended as follows:
performance objectives, some factors the CEO
Step 1: Review the current CEO evaluation
can be evaluated on include: relationships,
procedures/instruments by addressing the following
leadership, human resource management,
questions:
stewardship, plus strategic planning and
vision. The annual review should provide an What are the strengths and weaknesses
opportunity for open and frank discussion, and it of the existing evaluation procedures/
should allow the CEO to talk to the board about instruments?
past performance assessments and to set goals What is the purpose of
for the upcoming year. The process should allow evaluating CEOs?
opportunity for the board members to discuss Who conducts the CEO evaluation
the CEOs performance, and feedback provided the chairperson of the board, the
to the CEO should be delivered professionally in Governance/Nomination Committee,
keeping with the nature of the review. a designated member, or an individual
appointed by the Governance/
The focus of the CEO evaluation process
Nomination Committee, or other?
should be informative, identifying areas where
Whose input should be obtained when
improvement is needed and recognizing and
evaluating the CEOs performance
building on the positive governance practices the
chairperson, committee chairs,

Adapted from: Brown D., Brown D., and Birkbeck K. (1997). The Conference Board of Canada.
7

A Practical Guide to Assessing and Evaluating the Board and CEO.

54
GOAL: THE BOARD OVERSEES THE ENGAGEMENT, HIRING, AND ANNUAL PERFORMANCE
EVALUATION OF THE CHIEF EXECUTIVE OFFICER. THE BOARD ALSO DELEGATES

all members, senior stakeholder Select specific performance standards


representatives, HCOs, affiliates, or full and measures/indicators that have been
360-degree feedback from Ministry, identified for this period;
peers, those mentioned above and self? Determine the length and scope of the
What criteria do we have for the current evaluation questionnaires and the nature
CEOs performance? Are they stated in of questions (open or closed questions);
the job description/contract? Are these and
criteria sufficient? Incorporate into the evaluation forms/
What measures or tools should be used? questionnaires the expectations of the
(e.g. dashboards with equal weightings accountability document and/or other
in four critical areas as identified in the related documentation.
accountability document, indicators
Step 3: Implementing performance evaluations
prescribed in the accountability
document) Distribute questionnaires to those
Who are the end users of the evaluation individuals whose input is to be
results the Ministry of Health, board, obtained;
or others? What are their expectations Collect all questionnaires at the end of
(can we use the Ministers and boards the evaluation period;
expectation documentation for CEO Compile and summarize the results (this
evaluation)? can be done by a third party);
What degree of information about Chairperson of the Governance/
evaluation results will be provided to the Nomination Committee or the designate
stakeholders? Is the evaluation process meets with the CEO to discuss results
strictly for internal use, or will others agree on facts and explore causes and
have access to the results? solutions; and
Encourage the CEO to act on agreed
Step 2: Plan a formal evaluation process/system and
improvements and development steps.
developing evaluation forms/questionnaires
Step 4: Implementing accountability mechanisms
List all affected parties (those who are
required to complete the evaluation Recommend or determine newly
forms and those who are going to be established delegated authority levels,
evaluated), contact them for input to expectations based on the evaluation
setting objectives and expectations and review;
involve them early in the process; Communicate the results in summary to
Tie expectations of the CEO to the the board, particularly the chairperson
boards mandate and objectives; of the board if the chairperson does
Review current role and responsibilities not conduct the evaluation, and senior
of the CEO; representatives of the stakeholders; and
Identify important qualities expected to Report the evaluation results to the
be demonstrated by the CEO; Minister and the Ministry of Health.

55
56
BOARD
GOVERNANCE
ORIENTATION
MANUAL

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Forward

In the Saskatchewan health system, regional health authorities (RHAs), the Saskatchewan Cancer Agency
(SCA), and health care organizations (HCO) work to ensure the delivery of quality health services that
address the needs of the people of Saskatchewan. Embracing best practices in corporate governance helps
these boards operate at an optimal level to achieve their goal of providing quality health services.

This Board Governance Orientation Manual is intended to assist boards in improving their governance
practice. This manual was developed through a collaborative review of governance best practice literature,
actual public sector organization experiences and current Saskatchewan health sector practices. The
companion document, Guide to Corporate Governance, contains additional resources and can be found on
the Internet at http://www.health.gov.sk.ca/governance.

The regional health authorities, Saskatchewan Cancer Agency, and health care organizations commitment
to delivery of high quality services to communities will ultimately reflect the benefits of continuing to work
together towards building better governance.
Table of Contents

SECTION ONE: Saskatchewans Healthcare System


Partners and Stakeholders..................................................................................................................1
Role of Government..........................................................................................................................1
Saskatchewan Health Boards.............................................................................................................1

SECTION TWO: Governance


Understanding Governance...............................................................................................................5
Governance Models...........................................................................................................................5
Saskatchewans Health Governance Model........................................................................................6

SECTION THREE: Accountability


Understanding Accountability...........................................................................................................9
Achieving Effective Accountability....................................................................................................10
Accountability Process and Mechanisms...........................................................................................11
Achieving Accountability in Saskatchewans Health System..............................................................12
Legislative and Accountability Framework........................................................................................12
Roles and Expectations......................................................................................................................?
Accountability Document.................................................................................................................?

SECTION FOUR: Board Structure


Operating Agreements between RHAs and Healthcare Organizations..............................................19
Board Structures & Composition......................................................................................................20

SECTION FIVE: Board Roles and Responsibilities


General Board Roles and Responsibilities..........................................................................................22
Duties of the Board Members............................................................................................................22
Duties of the Board Chair.................................................................................................................23
The Vice-Chair..................................................................................................................................24
Board Relationship to Management..................................................................................................24

SECTION SIX: Board Liability


Directors and Officers Liability........................................................................................................26

SECTION SEVEN: Conflicts of Interest


Disclosure..........................................................................................................................................31
Code of Conduct...............................................................................................................................32
Ethical Conduct................................................................................................................................32
Expectations of Board Members........................................................................................................33
SECTION EIGHT: Board Meetings
Committees.......................................................................................................................................34
Committee Membership...................................................................................................................34
Types of Committees.........................................................................................................................34
Relationship between the Board and Committees.............................................................................36
Special Board Meetings.....................................................................................................................37
In-Camera Meetings..........................................................................................................................37
Board Meetings without Management Present..................................................................................38
Member Participation........................................................................................................................38
Dialogue versus Debate.....................................................................................................................39
Information Presentation & Assessment............................................................................................39

SECTION NINE: Board Evaluation


Value of Evaluation............................................................................................................................41
Board, Board Member & Committee Evaluation..............................................................................41
CEO Evaluation................................................................................................................................42

SECTION TEN: General and Practitioner Staff Bylaws


General and Practitioner Staff Bylaws................................................................................................44
Legislative Framework.......................................................................................................................44

SECTION ELEVEN: Board Oversight


Oversight Expectations......................................................................................................................45

SECTION TWELVE: Strategic Oversight


What is Strategy?...............................................................................................................................47
Strategic Oversight............................................................................................................................47
The Boards Role in Strategy..............................................................................................................48

SECTION THIRTEEN: Financial Oversight


Understanding Financial Oversight...................................................................................................49

SECTION FOURTEEN: Risk Oversight


Understanding Risk...........................................................................................................................50
Risk Governance...............................................................................................................................50

SECTION FIFTEEN: Quality Oversight


How do Boards make quality real?....................................................................................................52

SECTION SIXTEEN: Tools for Effective Decision Making


Making Effective Decisions...............................................................................................................54
When is a Decision Important?.........................................................................................................55
Other Tools.......................................................................................................................................55
SECTION ONE Act. The government funds directly, or through
the RHAs, many health services not covered by
SASKATCHEWANS the Canada Health Act (e.g., chiropractic services,
HEALTHCARE SYSTEM extended health benefits for seniors and their
Saskatchewans vision for health is building a dependants, home care services, long term care,
province of healthy people and healthy communities. ambulance services, public health services, etc.)
It is a broad and long-term vision that includes The Minister of Health represents the Govern-
not only the provision of quality health ment of Saskatchewan in putting in place and
services but also the importance of promoting maintaining a health system which, within
and protecting good health. The Minister of available resources, meets the health needs of Sas-
Health, regional health authorities, healthcare katchewan people. The Minister is responsible for
organizations and other stakeholders in the the overall delivery of quality health services by:
health system work together and with other
sectors to improve the health of Saskatchewans setting direction, policies and provincial
people and the quality of the health system. This standards;
continual improvement requires an ongoing allocating resources; and
focus on governance. conducting performance measurement
and reporting.
Partners and Stakeholders The Minister reports (and is accountable)
Overall, many groups share responsibility for the to the Legislative Assembly on the health of
health status of Saskatchewan people. The key Saskatchewan people.
partners in the Saskatchewan health system include: The Ministry of Health assists the Minister in
the Minister of Health performing his or her responsibilities by:
Ministry of Health making recommendations,
regional health authorities; facilitating health policy development
Saskatchewan Cancer Agency; and and implementation
healthcare organizations; monitoring population health status,
These key partners have relationships or working with Boards to ensure
partnerships with each other, and are governance and compliance with
interconnected and interdependent. legislation and standards
conducting performance evaluation of
Role of Government the health system;
administering and managing a variety of
The Government of Saskatchewan sets out the health programs; and
overall business and legislative plan for the improving quality and management of
provincial government, including establishing health information
goals and other expectations and resources for
the health system. Saskatchewan Health Boards
The provincial government supports the five prin- Saskatchewans regional health authorities, the
ciples of the Canada Health Act, and ensures that Saskatchewan Cancer Agency, the Athabasca
Saskatchewans health services comply with the Health Authority and health care organizations

1
SECTION ONE: SASKATCHEWANS HEALTHCARE SYSTEM

comprise the main governing bodies in our


Uranium City
health system.
ATHABASCA HEALTH AUTHORITY

Stony Rapids

Regional Health Authorities

Regional health authorities were established


in 2002 under The Regional Health Services
Act. The composition as well as the roles and
La Loche
responsibilities of regional health authorities are
KEEWATIN YATTH MAMAWETAN CHURCHILL RIVER

laid out in the Act. Buffalo Narrows

Pinehouse Lake Sandy Bay


Ile a la Crosse
Regional health authorities are accountable to Beauval
La Ronge
Pelican Narrows

the Minister of Health, and in carrying out their Dore Lake


Creighton

responsibilities, must work with the Minister of


Goodsoil


Loon Lake
Meadow Lake
Health to ensure that region goals and objectives PRAIRIE NORTH
St. Walburg PRINCE ALBERT PARKLAND
KELSEY TRAIL
Cumberland House

Paradise Hill
match with overall health system directions.
Big River
Lloydminster Nipawin
Turtleford

Spiritwood
Shellbrook
Prince Albert

Maidstone
Melfort

Regional health authorities are responsible for:


Hudson Bay
North
Battleford Hafford

Tisdale
Unity Porcupine Plain
Rosthern


Wilkie
Wakaw

Kelvington

planning and delivering health services;


HEARTLAND SASKATOON Humboldt
Biggar
Saskatoon Preeceville
Wadena

Kerrobert

Lanigan
allocating and managing resources; Canora
Watrous
Wynyard Kamsack
Rosetown
Foam
Lake
Outlook

Kindersley
Lestock
SUNRISE

ensuring reasonable access to services; Eston



Davidson

Craik

Yorkton

Fort Balcarres Melville

Leader

monitoring, reporting and evaluating Central Qu'Appelle

Cabri
Butte Esterhazy

Herbert
Regina Indian Head Broadview

CYPRESS Swift Current Moose Jaw
services and regional system Gull Lake


FIVE HILLS
REGINA
QU'APPELLE
Wolseley

Kipling
Moosomin

Maple Creek
performance; Fillmore Wawota
Shaunavon Ponteix
Gravelbourg Weyburn Arcola

Redvers
Eastend Bengough SUN COUNTRY
conducting needs assessments;
Mankota Assiniboia

Radville
Climax
Coronach
Estevan
Oxbow

maintaining a concerns resolution


process; and There are twelve regional health authorities governing
supporting the goals outlined in The twelve health regions in Saskatchewan.

Action Plan for Saskatchewan Healthcare.


mental health services; and
RHAs provide a wide variety of services including:
rehabilitation services.
hospital services;
Saskatchewan Cancer Agency
health, wellness and social centres;
emergency response services, including The Saskatchewan Cancer Agency (SCA) is
first responders, ambulance; home care responsible for planning and delivering cancer
services; care services throughout Saskatchewan.
supportive care, i.e. long-term care, day The composition as well as the roles and
programs, respite, palliative care and responsibilities of the Cancer Agency are set out
programs for patients with multiple in The Cancer Agency Act.
disabilities;
community health services, i.e. public The Cancer Agency is accountable to the
health nursing, public health inspection, Minister of Health and in carrying out its
dental health, vaccinations, and speech responsibilities, must work with the Minister of
pathology; Health to ensure the effective delivery of cancer

2
SECTION ONE: SASKATCHEWANS HEALTHCARE SYSTEM

care services throughout Saskatchewan. The major facility operated by the Authority
is the health centre (acute and long term care)
The Cancer Agencys responsibilities include:
located on First Nations land adjacent to Stony
providing services respecting: Rapids. Athabasca Health Authority also
o detection, diagnosis, testing, provides community care, population health, and
treatment and monitoring of primary healthcare services.
individuals for cancers;
Healthcare Organizations
o provision and delivery of treatment or
rehabilitation services to individuals; Healthcare organizations (HCOs) are
o education of healthcare providers and organizations that receive funding from a
Saskatchewan residents respecting regional health authority to provide health
cancer and the prevention of cancer; services.
o prevention and screening of
HCOs include both non-profit and for-profit
individuals for cancers; and
organizations. The majority of non-profit HCOs
o cancer research and studies, including
are hospitals and special care homes that are
statistical analysis.
owned by non-profit groups, often organizations
assessing cancer care and healthcare
with a religious affiliation, governed by their
needs of the persons receiving cancer
own Boards. In addition, there are a variety of
care services;
HCOs that provide mental health and addictions
coordinating cancer care services with
services. The majority of non-profit HCOs
health services provided by RHAs and
are established pursuant to The Non-Profit
other health service providers; and
Corporations Act.
establishing provincial protocols and
standards for cancer care services. For-profit HCOs include special care homes
operated by Extendicare Canada and private
Athabasca Health Authority
ambulance operators
The Athabasca Health Authority is a non-profit
HCO Boards are accountable to the owners of
corporation operating under the authority of The
the facilities. At the same time, these Boards are
Non-profit Corporations Act.
also accountable to the Minister of Health and to
Membership is made up of First Nations bands the RHA in which they operate for the programs
and non-First-Nations communities located in and services they provide and the funding they
the Athabasca Basin. The Authority provides receive.
health services in the basin under agreement
Detailed information on partners and
with the federal government and Saskatchewan
stakeholders can be found in the Guide to
Health.
Corporate Governance

3
4
SECTION TWO governance needs. A governance model also
outlines the different accountability relationships.
GOVERNANCE
Governance models vary according to how a
Understanding Governance Board is structured, how responsibilities are
distributed and how processes are used for Board
Governance is commonly seen as a method of
management, and decision-making.
control or management. However, governance
is not simply just a process strictly about Below are some examples of different governance
organizational controls. Instead, governance is models. A Board may choose to modify a model(s)
about stewardship where a group - the governing in order to create one that is suitable to their needs.
body - oversees the affairs and more importantly, Operational
guides the strategic direction of the organization.
Board members do the work as well as govern
A governing body governs by setting goals for the organization. This is typical of a Board in the
an organization but not by dictating the exact founding stage and organizations, such as service
process for how those outcomes will be achieved. clubs, that have no staff and that rely largely on
Above all, governance is about trust and Board members and other volunteers to achieve
confidence. Board members play an extremely their aims.
important role in overseeing the care of the Collective
organization. Others, such as the public and
users of the organizations services, entrust The Board and staff are involved as a single team
the Board to act in the best interest of the in decision-making about governance and the
organization. By fulfilling this role, a Board work of the organization. The Board members
fosters respect, confidence, support and may be involved in some of the work in services
ultimately, unity in the organization. and/or management functions.

The CEO works with the Board but it is the Management


CEOs responsibility to lead the organization in The Board manages the operations of the
achieving the Board-approved directions. organization but may have a modest staff, e.g. a
The responsibility of day-to-day management single staff coordinator. Board members actively
resides with the CEO. manage finances, personnel, service delivery, etc.
Staff members may report to Board member or
Governance Models managers directly, through a staff coordinator or
through a dual reporting line.
Each Board governs by a particular governance
model. Literature describes a governance model Traditional
as a set of structures, functions and practices The Board governs and oversees operations
that define who does what and how they do it, through committees but delegates management
related to the roles and relationships of Board functions to the CEO. Committees are used to
members and the CEO. A model provides a process information for the Board and sometimes
coherent set of policies and practices related to do the work of the Board. The CEO may have
governance, and reviewing models of governance a primary reporting relationship to the Board
can be an effective part of an approach to analyze through the Board chair.

5
SECTION TWO: GOVERNANCE

Policy Governance Representational

The Board governs through policies that define An approach used by organizations where
the Board/CEO relationship and establish governance is partially or wholly in the hands
organizational aims (ends), governance approach of publicly elected officials. This is the case,
and management limitations. The CEO has for example, with school Boards, federations,
broad freedom to determine the means that will or other organizations where there is a need to
be used to achieve the organizational aims. The ensure direct representation of constituents
CEO reports to the full Board. It does not use interests. The challenge for Board members
committees but may use task teams to assist the is to balance interests of their particular
Board in specific aspects of its work. constituents against the best interests of the
overall organization. They may, and in the case
Results-Oriented Board
of publicly elected officials do, carry grievance
The CEO is a non-voting member of the Board, resolution/ombudsman functions. They may,
carries substantial influence over policy-making, as in the case of school Boards, have prescribed
is viewed as a full partner with the Board and responsibilities for public consultation and
has a relatively free hand at managing to achieve human resources.
objectives established by the Board.
Hybrid Policy Leadership Model
Committees are used for monitoring/
The Hybrid Policy Leadership Model provides
auditing performance of the Board, CEO, and
for Board stewardship by maintaining clear
organization. Board members are selected for
separation between governance and management,
community profile, capacity to open doors for
with a focus on providing strategic leadership and
the organization, and may be used for selected
development. Management focuses on developing
tasks in their area of expertise.
policy options for operations that provide Board
Advisory members full background information, a range of
options and the implications of each option.
The Boards principal role is to support the
CEO. The CEO may play a significant role in
Saskatchewans Health
selection of Board members. Board members are
Governance Model
selected for community profile and contacts. The
Board provides legitimacy to the organization The model that a Board adopts, affords the
but exercises its governance role in a hands-off Board all the resources and knowledge required
manner. Board members provide advice and to oversee the provision of health services and
guidance to staff on complex or contentious make decisions that positively contribute to
matters, and may contribute individually or meeting provincial goals and objectives. Within
through task groups to particular aspects of the context of Saskatchewans healthcare system,
organizational work. However, the Board retains a health Boards governance model is one
fundamental accountability for the organization that best meets their needs, fits their specific
and will have to assume a more proactive role in circumstances, and allows them to discharge the
the case of any major crisis. expectations set out in the Roles and Expectations
of the Minister of Health and Saskatchewans RHAs
and the Accountability Document.

6
SECTION TWO: GOVERNANCE

The governance model that effectively positions providing leadership in governing


a Boards responsibility for policy development the affairs of the organization while
with the need for knowledge about operational delegating day-to-day operational tasks
matters may be conceptualized in the middle of a to management;
continuum between a pure policy position and a developing and maintaining partnerships
micro-management position that sees a Board with stakeholders;
over-involved in areas of management. ensuring the planning and delivery
of high quality health services while
Saskatchewan regional health authorities and the
protecting patient safety;
Saskatchewan Cancer Agency are accountable
fulfilling accountability and
to the public but also to the Ministry and
answerability relationships;
other stakeholders. Therefore, the governance
safeguarding organizations resources
model suggested for Saskatchewan Boards and
through sound fiscal policies, internal
healthcare organizations is one that balances
controls and risk management plans;
private and public expectations and seeks balance
utilizing effective processes for
between a policy governance model and an
communication to stakeholders;
operational governance model.
ensuring the protection of privacy of
The model for health boards is characterized by: health information; and
striving to achieve good governance by
establishing an organizational direction
conducting routine assessments and
that is consistent with the provincial
participating in ongoing education.
strategic direction;
supporting and complying with
legislation, regulations, provincial
policies and ministerial directions;
conducting activities with openness and
transparency;

7
8
SECTION THREE
ACCOUNTABILITY Accountability and responsibility are the same.
A responsibility is the obligation to act or make a
Understanding Accountability decision. Accountability is a formal relationship
that comes into existence when a responsibility
Improvement in Saskatchewans health system
is conferred and accepted and with it, an
requires an understanding of accountability.
obligation to report back on the discharge of that
We need to clearly assign responsibilities, set
responsibility. One is responsible for something,
expectations and monitor and report on the
but accountable to someone.
performance of the health system. Understanding
accountability is key to any effective governance Accountability must be distinguished from
relationship. Accountability includes assigning similar terms such as responsibility and
responsibilities, setting expectations, and answerability.
monitoring and reporting. A party who is accountable is subject to direction
A widely used definition of accountability in or sanctions by the individual or body that
the literature is: the obligation to answer for a confers the responsibility. Answerability, on
responsibility that has been responsibly conferred. the other hand, is the obligation to simply
This definition often is interpreted as implying provide information and explanation to another
two distinct and often unequal partners: one party. An answerable party is not subject to
confers and the other is obliged to answer. direction or sanctions by the party requesting
the information. Answerability arises from
In the context of meeting health needs more
implicit or explicit expectations between parties
effectively and efficiently, accountability can be
in a relationship, sometimes based on traditions.
defined as:
These expectations can result in obligations
A relationship based on the obligation between the answerable parties.
to demonstrate and take responsibility
Many of the informal relationships that exist
for performance in light of agreed upon
throughout the health system are answerable
expectations.
relationships.
This definition makes clear the need to
Health professionals, for example, are answerable
answer for what has been accomplished (or
to their peers as individuals and to other health
unaccomplished) that is of significance and of
professionals - this enables teams to function.
value. In demonstrating performance against
Peers share information but dont provide
agreed upon expectations, both the need to
direction or apply sanctions to each other.
balance greater flexibility and autonomy with
enhanced accountability for results and the Health authorities are answerable to other
need for openness and transparency are made health authorities - sharing information enables
evident. The agreement is either an explicit or authorities to provide better coordinated care for
implicit agreement between subordinates and the people of Saskatchewan.
superiors in a hierarchical relationship, or the Health professionals and other healthcare
agreement between partners in a less hierarchical providers are answerable to their patients.
relationship. Health professionals provide information and

9
SECTION THREE: GOVERNANCE

explanation to patients and obtain consent Clear Performance Expectations


before providing treatment, but patients do not
The objectives being pursued, the accomplish-
provide direction or apply sanctions to improve
ments expected and the constraints to be respected
professionals performance. However, patients
should be explicit, understood and agreed upon.
can exercise their rights to seek professional care
elsewhere or to raise issues with the professional If expectations are unclear, their realization is,
bodies to whom the various professions are of course, quite unlikely. Accordingly, it is very
answerable for their licensure. important that the expectations are mutually
understood and accepted. This includes the
Achieving Effective Accountability need to agree on what each party is expected to
contribute to the end result, including the inputs
There are five main principles that help achieve
and outputs to achieve the desired outcomes.
effective accountability:
Balanced Expectations and Capacities
1. Clear roles and responsibilities;
2. Clear performance expectations; Performance expectations need to be clearly
3. Balanced expectations and capacities; linked to and in balance with the capacity
4. Credible reporting; and (authorities, skills and resources) of each
5. Reasonable review and adjustment. party to deliver. An absence of a plausible link
between what is expected and the authorities
The more each of these principles is present in
and resources supplied will tend to undermine
an accountability arrangement, the greater the
the effectiveness of accountability. Expectations
likelihood that accountability is effectively in
that are well beyond what is seen as reasonable
practice. They also suggest indicators that can
for the resources provided will not be believed.
be used to assess the degree and depth of the
On the other hand, achievement of what is seen
accountability relationship.
as more than adequately resourced would not
Clear Roles and Responsibilities garner much credit. Accordingly, accountability
is enhanced by clarity of the links, and balance
The roles and responsibilities of the parties in
between resources and expected results.
an accountability relationship should be agreed
upon and well understood by all parties involved. Credible Reporting
This provides the context within which both
Credible and timely reporting of information
parties will respond and perform.
demonstrates the performance achieved and
If an understanding does not exist and what has been learned. Effective accountability
required clarification has not occurred, the requires reporting (an accounting) of what
basic underpinnings of an effective relationship has been accomplished. This reporting can be
are absent. This creates the risk of confusing to bodies to whom the parties are responsible
implementation of arrangements and, if things and to the other parties in the accountability
go wrong, makes it more difficult to determine relationship.
what happened. Parties in an accountability
The results accomplished must be described,
relationship must make certain that the
attributed in some manner to the authority,
responsibilities for the procedures and processes
linked to resources and actions taken, presented
used are clear.
in light of the agreed expectations and reported

10
SECTION THREE: GOVERNANCE

in a reasonable time frame. Depending on Goals and targets (desired level of performance,
the circumstances, reporting can be ongoing, to be achieved by a specific date) are developed
periodic or both. In some situations, an external by reference to standards (minimum acceptable
audit can be used to enhance the credibility of performance levels) and benchmarks
performance information. (comparators). This step includes deciding
how progress toward goals will be measured in
Reasonable Review and Adjustment
quantitative terms. It also includes developing
Accountable parties should carry out the supporting information and reporting
enlightened and informed review and feedback mechanisms for tracking and analyzing progress
on the performance achieved. Review should toward goals.
also include recognition of achievements.
2. Select strategies
Additionally, the reviews should provide
opportunities to assess difficulties and make Options for achieving expectations are developed
necessary corrections. and evaluated, and strategies are selected. This
phase includes identifying who is responsible for
The party or parties reviewing results need to
carrying out specific strategies and tasks.
consider what has been accomplished in light of
expectations and the circumstances that existed, 3. Take action and monitor progress
and then recognize achievements as well as
The implementation phase involves doing the
under-achievements. Where expectations have
work, developing specific policies and procedures,
clearly not been met, corrective actions may
designing programs or services and implementing
need to be taken, possible adjustments to the
and managing activities. It also includes
accountability arrangement made and lessons-
collecting performance information to compare
learned noted. An accountability relationship
actual with planned results.
without follow-up would impede the effectiveness
of the process.
Accountability Process Diagram
Accountability Process
Establish
and Mechanisms Expectations
This section describes the overall process and & Performance
Measures
mechanisms needed to support continuous
improvement and ensure accountability.
Maintain or Select
Continuous improvement and accountability Change Course Strategies
are a continuous feedback loop of several well-
defined steps:

1. Establish Expectations and


Performance Measures Take Action
Evaluate
& Monitor
Expectations are desired results as set out Results
Progress
in goals, guidelines, standards, targets or
benchmarks. Expectations need to be set and
clearly communicated. Report on
Results

11
SECTION THREE: GOVERNANCE

4. Report on results Accountability in our health system is supported


by a number of mechanisms:
Actual results achieved are reported and
compared with planned results. Public reporting legislation, regulations, policies;
of progress towards goals and other expectations Roles and Expectations;
enables Saskatchewan Health to assess the Accountability Document;
performance of the health system. Ministers Forum;
Leadership Council;
5. Evaluate results
planning and budgeting process;
Results are assessed both by those conferring operating agreements between RHAs
responsibility and by those charged with and HCOs;
the responsibility. This evaluation involves statistical, financial, and administrative
consideration of the circumstances contributing reporting and monitoring;
to performance. annual and other reports;
processes for assurance of good practice;
6. Maintain or Change Course
remedies to address Board and service
Based on the evaluation of performance and delivery performance issues; and
an assessment of current needs, decisions are Corporate Governance Tools.
made regarding whether changes to strategies,
measures or even goals and other expectations Legislative and
are required. Decisions are fed back into the Accountability Framework
continuous improvement process of setting
As cited above, a number of mechanisms are in
expectations, selecting strategies and monitoring.
place to help foster greater collaboration between
those in the health system.
Achieving Accountability In
Saskatchewans Health System Saskatchewan Health has developed an
accountability framework; a series of interrelated
The process of accountability applies at all levels
policies and processes that defines and clarifies
of the health system - Saskatchewan Health,
the performance relationship between Boards
RHAs, healthcare organizations, providers and
and the provincial government. While Boards
other stakeholders, individuals working within
are responsible to the public for the services that
the healthcare system and the public.
they provide, their accountability in operating
As partners in the health system we must work the programs and services lies to the province
together to ensure the shared vision of building a through the Ministers of Health.
province of healthy people and healthy communities
Healthcare organizations and contracted service
is met. For accountability in the health system
providers are accountable to the RHAs with
to be fully effective, all parties involved must feel
which they have funding and service agreements.
individually and collectively accountable and
share basic common values with respect to the RHAs, the Cancer Agency and healthcare
health system. To the extent that shared values of organizations are accountable to the Minister of
responsibility, ownership, integrity and trust can Health.
be developed, the accountability arrangements
will be stronger.

12
SECTION FOUR promote the achievement of the strategic
direction of the health system;
BOARD STRUCTURE developing intersectoral alliances and/or
partnerships with other organizations;
Roles and Expectations fulfilling its accountability relationships;
To clarify expectations of the different parties ensuring the planning and delivery of
in Saskatchewans health system, the Roles and quality health services;
Expectations document was developed, setting determining health service priorities;
out expectations for both RHAs and health care allocating regional resources for delivery
organizations. The document outlines the expec- of services; and
tations of the Minister of Health, regional health submitting an operational plan and
authorities and health care organizations within the annual service within the approved
the health system. Since the Minister of Health, budget.
RHAs and health care organizations have inter-
With respect to fiscal management and
dependent roles and responsibilities to each other,
reporting, a Board is responsible for:
responsibilities and expectations for all are listed.
reporting on its activities to the Minister
The document defines these expectations in
of Health;
relation to the following key areas:
safeguarding the organizations resources
Strategic Planning; through sound fiscal policies and
Fiscal Management and Reporting; internal controls;
Relationships; commissioning an annual independent
Quality Management; financial audit; and
Monitoring, Evaluation and Reporting; ensuring that the health status and
plus health needs of the population being
Management and Performance. served are assessed on an ongoing basis.

Meeting the expectations in each of these areas With respect to developing and maintaining
is key to the boards of both RHAs and health effective relationships a Board is responsible for:
care organizations in providing effective strategic
establishing processes for effectively
oversight of the organization.
communicating with the public;
For example, with respect to strategic planning, a establishing effective community
Board is in charge of: development processes;
developing an effective working
establishing the vision, mission and
relationship with the healthcare
values consistent with the strategic
organizations in the health region; and
direction provided by the province
developing an effective working relation-
and establishing the directions, key
ship with healthcare professionals.
expectations, and performance measures
for its health region; With respect to promoting quality management
supporting and complying with a Board is responsible for:
legislation, regulations, provincial
ensuring that effective quality assurance
policies, and ministerial directives that
processes are in place;

13
SECTION FOUR: BOARD STRUCTURE

ensuring the privacy of health sets out the Ministrys expectations of regions
information; and for the funding that is provided. It contains
identifying risks to the organization and both high-level organizational (governance and
ensuring policies for risk management directional) expectations and program-specific
are in place. expectations for the regions. The Board should
understand the expectations for the programs
With respect to monitoring, evaluating and
and services provided by the region; however, it
reporting on the organizations performance a
is not necessary for the Board to involve itself in
Board is responsible for:
the day-to day details of the operation. Instead,
ensuring the organizations information the Board should be clear with management
systems and management practices meet of what the expectations are. Furthermore, the
the Boards and the ministers need for Board should be confident that management is
information; achieving the expectations set out and is taking
assessing and reporting on the Boards action where results are not being achieved.
performance in addressing the health
The Accountability Document is also intended to
needs of its population; and
clarify Saskatchewan Healths organizational,
ensuring processes are in place to
program and service expectations of regional
monitor, evaluate and continuously
health authorities. These expectations are
improve the quality of work life.
complementary to those articulated in legislation,
With respect to monitoring, evaluating and regulation, policy, and directives subject to
reporting on the organizations management a amendments and additions/deletions made by the
Board is responsible for: Minister and/or Saskatchewan Health.
developing processes for the ongoing Additionally, information in the Accountability
education of Board members; Document is intended to clarify the ways that
making clear and informed decisions Saskatchewan Health will evaluate compliance
that all members can support; with these expectations. Wherever possible,
performing an annual assessment of the indicators or measures by which achievement of
members performance and using the expectations will be assessed are shown side-by-
results to continuously improve their side with expectations.
performance;
establishing sound processes for Operating Agreements Between RHAs
recruitment, appointment, and And Healthcare Organizations
evaluation of its chief executive officer;
Regional health authorities need to ensure that
establishing an effective working
the delivery system provides reasonable access
relationship with its CEO; and
to health services that are appropriate, safe,
ensuring a succession plan is in place for
effective, cost-efficient and acceptable to the users
senior executives.
and the system. RHAs must also ensure that
services are integrated and coordinated within
Accountability Document and across regional boundaries and provincial
The Accountability Document is an annual programs, and that they contribute to the quality
document for regional health authorities, which of the overall health system for Saskatchewan.

14
SECTION FOUR: BOARD STRUCTURE

This expectation applies whether services are ownership interest in a for-profit corporation.
delivered directly by the health authority or by Members have the right to vote and to receive
health care organizations. The Regional Health financial statements, but are not entitled to any
Services Act sets out the legislative requirements distribution of the surplus revenues of the corpo-
for agreements between regional health ration (dividends in a for-profit context) nor are
authorities and health care organizations. The they entitled to receive the remaining assets on
principles set out in the Act are applicable to any dissolution of the corporation.
other agreement that a regional health authority
Members are usually, but not always, members
may have with any individual or corporation
of the community who have been granted the
with respect to the provision of health services.
status of membership in accordance with the
organizations by-laws. The role of the members
Board Structures & Composition
is limited, but it is a meaningful and potentially
Regional Health Authority Boards powerful role. Directors are elected by the
members and may, in certain circumstances,
Regional Health Authority Boards are composed
be removed by the members. Members approve
of no more than 12 members appointed by
fundamental changes such as amalgamations.
the Lieutenant Governor in Council who also
Members are entitled to notice of, and to attend,
designates the Chair and a Vice-Chair. Members
the annual meeting.
are appointed at pleasure for a term of no more
than three years, at which time the term may be Despite the fact that the directors are elected by
renewed. the members, the duty of the directors is to act in
the best interests of the corporation as a whole.
Saskatchewan Cancer Agency Board
In addition, the relationship between the board
Like regional health authority Boards, the
and the members can be affected by the Ministry.
Saskatchewan Cancer Agency Board is composed
Some limitations on these powers are outlined
of no more than 12 members appointed by
in Section 39 of The Regional Health Services Act.
the Lieutenant Governor in Council who also
In addition, a board of a hospital or special care
designates the Chair and a Vice-Chair. Members
home may be removed and be replaced with a
are appointed at pleasure for a term of no more
public administrator appointed by the Lieutenant
than three years, at which time the term may be
Governor in Council on recommendation of
renewed.
the Minister of Health, where the Lieutenant
Healthcare Organization Boards Governor in Council considers it in the public
interest to do so.
Not-for-profit corporations
Denominational Health Care Organizations
Not-for-profit corporation have members, rather
than shareholders. While most hospitals, special The role of members may be different in a
care homes and addictions and mental health denominational hospital or special care home.
providers are incorporated under The Non-profit Denominational facilities are those that were
Corporations Act, some hospitals and special care founded and supported by a religious organiza-
homes are established by a special Act of the Leg- tion. In the case of a denominational facility:
islative Assembly. Members are not owners in
The members will usually be
the same sense that shareholders have an equity
representatives of the founding

15
SECTION FOUR: BOARD STRUCTURE

or sponsoring religious order or For-profit corporations


organization and there may be some
For profit healthcare organizations are those
governance decisions that are reserved to
facilities operated principally by Extendicare
the members; and,
Canada and private ambulance operators.
It may be expected to reflect the
These organizations structure and the power of
principles of the denomination through
their members are established pursuant to The
its mission, vision and values and in its
Business Corporations Act.
operation.

16
SECTION FIVE order to meet the needs; and
evaluates its own performance in relation
BOARD ROLES AND to its responsibilities and periodically
RESPONSIBILITIES reviews and revises governance policies,
General Board Roles And processes and structures, as appropriate.
Responsibilities
Duties of the Board Members
A key component of good governance is
that Boards understand their roles and Specifically, members should be:
responsibilities so that the organization can diligent;
achieve its goals and objectives. adhere to the Boards mission, vision and
In general, a Board is responsible for: values;
develop broad knowledge about the roles
Providing strategic leadership and
and responsibilities of members;
direction to the organization via setting
work positively, co-operatively and
the organizations:
respectfully as a member of the team
Vision;
with other members and with the
Mission; and
management and staff;
Core values;
respect and abide by Board decisions;
Establishing policies and procedures;
read all of the material for discussion
Making decisions and monitoring Board
in advance and participate actively and
performance related to effectiveness;
effectively at Board and committee
Allocating resources;
meetings;
hiring a CEO;
keep informed about matters relating to
Coordinating and providing services;
the organization, the community served,
and
and other health care services provided
Working together with stakeholders.
in the health region;
In addition, the Board: participate in the initial orientation as
a new member and in ongoing Board
provides leadership to the organization
education;
(including setting culture and overall
participate in the evaluation of the
tone) and conducts business with
Board, chairperson, chief executive
openness, transparency and in the best
officer, and individual members as
interest of the organization;
required;
establishes policies and procedures
be in compliance with all applicable
which will provide the framework for
legislation/regulations and the Boards
the management and operation of the
Code of Conduct and Ethics;
Board;
avoid real and perceived conflicts of
establishes and reviews on a regular
interest;
basis the mission, objectives, values, and
maintain appropriate confidentiality with
strategic plan of the Board in relation to
respect to organizational matters; and
the provision, within available resources,
disclose to the Board any information
of appropriate programs and services in

17
SECTION FIVE: BOARD ROLES AND RESPONSIBILITIES

the member might obtain that could tions to be made at Board meeting;
be considered material to the Boards monitors meeting attendance;
business or operations. manages discussions appropriately;
facilitates divergent points of view and
Board members need to clearly understand their
works towards consensus;
individual roles and responsibilities.
suggests ending discussion on a topic at
the meeting; and
Duties of the Board Chair calls for votes to confirm consensus
The Board Chair plays a significant role in decisions or to decide issues.
Board functions and relationships. As with
A Chair fosters the development and support of
individual Board members, effective governance
Board culture, characterized by:
relies on the Chair understanding the roles and
expectations of the position. active and constructive Board engagement;
acceptance of collective and individual
In general, the Board Chair assumes the
responsibilities and accountability for
following responsibilities:
actions;
set and oversee Board meeting schedules, genuine commitment to practicing good
work plans and agendas in consultation governance;
with the CEO and the Board secretary; demonstrated commitment to
recommend the Chair and membership transparency;
of individual committees; willingness to work together as a team;
work with committee Chairs to timely and accurate disclosure of
coordinate committee work plans and information to members; and
meeting schedules; acceptance by all of each members
where appropriate, attend Board right to hold and express a difference of
committee meetings; opinions.
serve as the Boards spokesperson (or
A Chair also works with management by:
designate);
assist management, Board, and Board Building an open working relationship
commitments in understanding the roles between CEO/senior management and
and responsibilities of the Board and the Board;
roles and responsibilities of management; Ensuring that communications
manage conflicts of interest should they with management support the
arise; and early identification of policy and
set overall tone and culture of the Board. organizational issues that should be
addressed by the Board; and
At Board meetings, the Chair:
Representing the stakeholders and the
manages meetings, ensuring that its Board to management.
processes are effective and providing
The Board Chair is the spokesperson on the
leadership in Board and member
Boards behalf and plays a role as the main
development;
liaison between the Board and stakeholders. It
approves nature and length of presenta-
is important that the Chair and the Minister

18
SECTION FIVE: BOARD ROLES AND RESPONSIBILITIES

of Health communicate regularly to build a [The Board] must delegate authority [to the
working relationship and support two-way CEO] and recognize that, once authority
accountability. is delegated, management must be free to
manage. But the Board cannot be too accepting
The Vice-Chair of managements views. It has the responsibility
to test and question management assertions,
The Vice-Chair assumes all the powers and
to monitor progress, to evaluate managements
duties of the Chair in the absence or disability of
performance and, where warranted, to take
the Chair.
corrective action.
The Vice-Chair performs the Chair duties as
The table on the following page is an example
needed along with other duties that are usually
of a framework in which the responsibilities for
incidental to such a position or as may be
the strategy and strategic planning are divided
assigned by the Board from time to time.
between the Board and senior management. The
division may be flexible depending on the size,
Board Relationship to Management complexity, and resources of the organization.
A Boards responsibilities differ from the
responsibilities of senior management.
Management is responsible for the development
of operational plans, policy options, appropriate
reports to support decisions and management
operations consistent with Board policy:

19
SECTION FIVE: BOARD ROLES AND RESPONSIBILITIES

TASK RESPONSIBILITY
Board Management
Providing leadership and direction in developing a strategic plan
Developing and implementing a strategic plan
Assessing and approving the strategic planning process
Annually establish organization goals, objectives and values to ensure the effective and

efficient governance of the organization
Establish procedures for monitoring compliance with the requirements of The Regional

Health Services Act (The Cancer Agency Act), and other applicable legislation
Ensure that quality assurance, risk management, and utilization review methods are

established for regular evaluation of the quality of patient care in the health region
Work collaboratively with other community agencies and institutions in meeting the

healthcare needs of the residents in the health region
Ensure mechanisms and policies are in place to provide a high quality of care for patients in

the health region
Appoint and reappoint physicians, dentists, and chiropractors and delineate the respective
privileges in consideration of recommendations of the Practitioner Advisory Committee,
Boards resources and whether there is a need for such services in the community
Establishing the vision, mission, and core values
Demonstrating integrity and ethical leadership in support of the Board responsibilities with

respect to development and periodical review of its mission and objectives
Ensuring that key financial objectives and indicators are developed for approval by the Board

and monitoring performance against these objectives
Ensuring financial performance and appropriate systems and structures are in place for the

effective management of the Board
Preparing operating plans
Preparing budgets
Approving budgets

20
SECTION SIX the property becomes the legal owner of the
property with a duty to the beneficiary of the
BOARD LIABILITY trust. Directors, however, do not hold title to the
corporate property they administer, nor are they
Directors and Officers Liability the owners of the corporation.
The Principle of Limited Liability
No specific authority is conferred on individual
The basic principle for regional health directors by virtue of their position as directors
authorities, the Cancer Agency and corporations other than their being entitled to sit as members
incorporated under The Non-profit Corporations of the board. For example, a director acting
Act, 1995 is that members and directors are not individually cannot bind the corporation unless
liable for the defaults of the corporation. All of such authority has been specifically conferred
these entities are separate legal persons, and are by the board of directors. Directors can only
responsible for their own debts and obligations. exercise authority collectively as members of
the board of the corporation. A directorship is
Nature of the Board of Directors
perhaps best described as a position entrusted
Regional health authorities and Cancer Agency with and responsible for the administration of
members as well as the directors of non-profit the assets, activities and affairs of the corporation
corporations manage the corporate activities in an honest, fair, diligent, and ethical manner. A
and affairs with all its attendant risks and director must act within the bounds of authority
uncertainties, for the collective benefit of the conferred and with a duty to make and enact
corporation. informed corporate decisions and policies in the
best interests of the corporation and all of its
Nature of a Directorship
members. A board member/director is personally
The precise nature of the position that an accountable only for failing to meet these
individual holds as a corporate director is difficult standards.
to define. Legislation does not specifically
The courts have recognized that corporations,
define the term director. The definitions in the
particularly business corporations in the pursuit
corporate statutes generally state: A director
of business ventures, must engage in certain
means a person occupying the position of director
speculations and risk taking. The actions of the
and directors and Board of Directors includes a
directors on behalf of their corporations should
single director. Members of boards are usually
not be unduly restricted so as to impede the
described as directors, but they may also be
activities of their corporations.
referred to as agents, trustees, managers, or
some other similar designation. The position of a Nature of an Officership
director is often described as an agent or trustee
Corporate officers are judged against the same
of the corporation, but neither term accurately
standards of conduct as the board member/
describes a directorship. For example, an agent
director or directors of the organization .
derives authority from a principal, whereas
the authority of a director stems from the However, since the delegation of certain powers
applicable corporate legislation, and the articles to the officers of the corporation is prohibited,
(charter) and bylaws of the corporation. In the the range of their potential liabilities may not be
case of a trusteeship, the trustee administering as wide as that of directors of the corporation.

21
SECTION SIX: BOARD LIABILITY

Duties and Obligations b. The duty of care.


of a Director or Officer
This is phrased in the Act as a requirement
Directors and officers can, however, become that the directors and officers exercise the care,
personally liable to third parties if they breach diligence and skill that a reasonably prudent person
the duties and obligations imposed on them by would exercise in comparable circumstances.
law. Board members/directors have certain duties
Expanding on this topic:
and obligations, which may result in personal
liability if they fail to discharge them. i. Directors are not obligated to take all possible
care but they must use reasonable care;
There are three general areas of obligation for
a regional health authority and Cancer Agency ii. In the absence of grounds for suspicion,
members as well as the directors of non-profit directors may delegate appropriate responsibilities
corporations under The Non-profit Corporations to committees, officers and managers. Directors
Act, 1995 and the other applicable laws: also have the right to rely on auditors, lawyers
and other experts;
a. The fiduciary duty
iii. Directors do not have to have any particular
Fiduciary duty means having the character
qualification or any special skills, although they
or nature of that of a trustee, having the
must exercise special skills they have. By way of
characteristics of a trust, related to or founded
example, a director who is an engineer would
upon trust or confidence. This is expressed in the
be obligated to look at a building which the
Act as a requirement that each director, when
corporation wishes to purchase with the eye of an
exercising their powers as director, act honestly
engineer, and not simply as a non-engineer would;
and in good faith with a view to the best interests of
the corporation. iv. Inaction is no excuse. A director will not have
complied with the duty of care to the corporation
A part of the fiduciary duty is the proposition
if the director fails to give attention to the
that a director must not be in a conflict of
activities and affairs of the corporation.
interest position in relation to the corporation.
Assume the corporation wished to build a c. Statutory liabilities
new building to house its office and one of its
A number of laws impose liability directly and
directors owned a construction company that
personally upon the directors of the corporations
was interested in constructing the building.
for failure by the board member/director to
That director would be in a conflict of interest
perform a particular obligation. The most
in relation to the construction contract. If the
commonly encountered of these are:
director did not act properly in connection with
the conflict of interest (by disclosing the conflict i. Liability for unpaid employees wages under
of interest and not becoming involved in any The Labour Standards Act, and liability for
discussions on the contract), the director might unpaid withholdings on those wages under the
become liable to account to the corporation in Income Tax Act (Canada). If the corporation
connection with the construction contract if it does not pay the employees wages or does not
was awarded to the directors corporation. pay withholdings on those wages to the Receiver
General, the directors of the corporation are
obligated personally to make up that amount.

22
SECTION SIX: BOARD LIABILITY

In the case of unpaid withholdings, the directors to benefit the company, direct the work of other
have a due diligence defence. This defence is employees to commit an offence, or fail to take
not available to unpaid wages under The Labour all reasonable measures to stop an employee from
Standards Act; liability is absolute insofar as it committing an offence.
relates to unpaid wages.
The court can now impose a number of
ii. Liability for unpaid goods and services tax. conditions on corporations when they are
Again, directors have a due diligence defence found guilty of committing a criminal offence.
which is almost identical to the due diligence Those conditions could include such things
defence under The Income Tax Act (Canada). as mandating that corporations change their
policies and procedures, making the corporation
iii. Liability for environmental damage or breech
publicly announce their conviction, ordering
of the occupational health and safety legislation.
them to pay restitution, and/or giving them
These Acts impose liability on directors if the
up to a $100,000 fine for summary conviction
corporation fails to meet its obligations under the
offences.
Acts in some circumstances.
e. Other points to note:
iv. The Non-profit Corporations Act, 1995 can
also impose liabilities on directors in some Traditionally, courts have been reluctant to set
circumstances. For example, under section 105 of out precise rules of conduct that directors must
the Act, directors can be liable if they authorize follow when carrying out their activities.
payment of profits to members of the corporation
The courts are also very reluctant to substitute or
(unless it is to a member to whom services have
second guess a decision of corporate management
been contracted for in order to carry out the
provided that the decision was made honestly
activities of the corporation), if the corporation
and within the scope of the authority of
indemnifies a director in circumstances in which
management.
the indemnity is not available in accordance with
The Non-profit Corporations Act, 1995, and a few The courts continue to consider the actions of
other situations of a similar nature. directors and officers on a case-by-case basis,
but board members and corporate officers are
d. Corporate Criminal Liability Criminal
expected to adhere to certain general standards of
Liability of Directors and Officers
conduct that have been judicially prescribed.
Directors and officers could be held criminally
Insurance and Indemnities
liable for any criminal offence that they commit
in the course of their duties Insurance is permitted to be obtained (though
not necessarily obtainable!) against any liability
Criminal Liability of Corporations
to which a director or officer may be subject,
Corporations can also be held accountable for except where the liability relates to a failure by
Criminal Code offences. Newly passed legislation the director or officer to act honestly and in
permits the combined acts of corporations good faith with a view to the best interests of
representatives and senior officers to constitute the corporation. As a result, it is lawful to obtain
criminally negligent offences. This legislation insurance in any case where the corporation
also holds corporations accountable for criminal was able to give an indemnity, i.e. save a
offences when senior officers commit an offence director harmless from loss or damage incurred.

23
SECTION SIX: BOARD LIABILITY

Insurance is useful where, when the directors available to pay the liability. The situation will
examine the risk to them, they conclude that vary for each organization and will change from
there is a risk of a claim in circumstances where time to time as the organizations circumstances
they cannot reasonably protect against it and the change.
corporation does not have reserves that could be

24
SECTION SEVEN ability to making judgements in the best
interest of the organization.
CONFLICTS OF INTEREST
The benefits of avoiding the perception of a
The term conflict of interest includes both conflict of interest include:
material interests and representation group an increased level of trust in the
interests. The regulations under The Interpretation Board and the organization;
Act govern material conflicts of interest and demonstrates that accountability
the disqualification of members. A conflict of within the organization exists; and
material interests usually exists for members reassurance to the community that
who use their positions on the Board to benefit the Board and the organziation are
themselves, their families or relatives or friends.
ethical and are working in the best
interest of the community.
A conflict of representation group interests often
exists when members act for their representation There are several situations that could give
or interest group even though such action rise to a conflict of interest. The following are
conflicts with the duties to the Board as a whole. examples of the type of conduct that can lead
to a conflict of interest:
The Regional Health Services Act and The
Cancer Agency Act provide that no Board influencing the Board to lease
member shall directly or indirectly receive equipment from a business owned by
any profit or personal financial benefit the members family;
from their position of member other than influencing the Board to allocate
the remuneration and reimbursement for funds to an affiliate or hospital where
expenses as authorized pursuant to the Act. the members family member or
Personal conflicts of interest can arise and relative works or is involved;
should be avoided. In a personal conflict influencing the Board to make all its
of interest, personal considerations could travel arrangements through a travel
compromise the members decision-making agency owned by a family member or
ability or judgement in the best interest of relative of the member;
the organization. For example, competing
personal and/or professional interests Influencing or participating in
could result in the member advocating or a decision of the Board that will
promoting their private or professional directly or indirectly result in the
interests, which ultimately interferes with he members own financial gain.
or she fulfilling their Board duties. A collision The common elements that help avoid a
of personal and community interests could conflict of interest are:
lead to the disclosure of private information
and also impact a members decision-making members act in accordance with The
ability. Interpretation Act, 1995 and avoid
any conflict of material interest, or
Even if no actual conflict of interest exists, the appearance of a conflict, by plac-
Board members need to be aware of the ing the interests of the organization
perception of such a conflict. The suggestion ahead of their own personal interests,
of any conflict of interest could generate an or the interests of their associates
appearance of interfering with the Boards and/or related persons; and

25
SECTION SEVEN: CONFLICTS OF INTEREST

although members may be appointed the other members attention and request
to the Board as a representative of an that the conflict be declared;
interest group or region, they should If the other member refuses to declare
hold the same duties to the Board the conflict, the member should
even when those duties conflict with immediately bring his or her concern to
the wishes of the interest group or the attention of the Chair. If there is a
region. concern with the Chair, the issue should
In addition to these common elements, the be referred to the committee that deals
ethical guidelines discussed below will help with governance issues; and
prevent members avoid a conflict of interest. a member should disclose the nature
and extent of any conflict at the first
Disclosure meeting of the Board after which the
facts leading to the conflict have come to
Full disclosure of information enables members
that members attention.
to resolve unclear situations and gives an
opportunity to dispose of conflicting interests For more disclosure guidelines, please refer to the
before any difficulty can arise. Guide to Corporate Governance.

Disclosure is the act or process of disclosing or


revealing. Code of Conduct
With respect to disclosure, the following A Code of Conduct helps guide the Board in
principles should be followed: its stewardship and oversight responsibilities. A
Board should create, adopt and follow a Code
a member should, immediately upon of Conduct and Ethics for its organization.
becoming aware of a potential conflict Indirectly, the Code provides guidance to staff
of interest situation, disclose the conflict on how to conduct itself and make decisions.
(preferably in writing) to the Chair;
(This exists even if the member does not Developing, adopting and adhering to a Code
become aware of the conflict until after of Conduct and Ethics contribute to a Boards
the fact). good governance. A Code of Conduct and Ethics
if a member is in doubt whether a in the Saskatchewan health sector needs to be
situation involves a conflict, the member in compliance with The Interpretation Act, The
should immediately seek the advice of Regional Health Services Act and The Cancer
the Chair; Agency Act. The term Code of Conduct and
if appropriate, seek advice from legal Ethics is used in a broad sense that addresses the
counsel; following issues:
unless a member is otherwise directed, a standards of behaviour, including fidu-
member should immediately take steps ciary responsibilities and duty of care;
to resolve the conflict or remove the avoiding and reporting of conflict of
suspicion that it exists; interest, including both material interest
if a member is concerned that and representation group interest;
another member is in a conflict of the obligation to report to the Board
interest situation, the member should any breach of the Code of Conduct
immediately bring his or her concern to

26
SECTION SEVEN: CONFLICTS OF INTEREST

and Ethics, or any illegal or unethical after members cease to serve on a Board,
behaviour; they must refrain from taking improper
the protection and proper use of the advantage of their previous membership;
Boards assets and opportunities; and
maintaining confidentiality of every Board should have a policy
information obtained through the governing the circumstances in which
members role; and a member is authorized to speak
compliance with legislation and publicly, where such public comment
regulations. could be perceived as an official act or
representation of the Board.
For more information on how to create a code of
conduct and ethics, please refer to the Guide to Unless a policy states otherwise, the Board Chair
Corporate Governance acts as the spokesperson for the Board. Members
should not speak publicly where their comments
Ethical Conduct are likely to bring the Board into disrepute or
adversely affect its services/programs/activities.
Since a Board primarily acts as a steward in
its oversight of organization functions, Board
Expectations of Board Members
members are expected to act ethically and adhere
to the following guidelines: Members of RHAs should be prepared to meet
regularly, usually once per month. Members
members should act at all times in full
are expected to participate in Board training
compliance with all applicable legislation
and education sessions. Boards may strike
and regulations;
subcommittees on particular issues and members
a member should not use his/her
should be prepared to participate.
position on the Board to pursue or
advance the members personal interests, Below is an example of some of the other
the interests of his/her family member expectations of Board member conduct. These
or relatives, the members associate, expectations are to be reviewed with each Board
corporation/organization, union member prior to appointment:
or partnership, or the interests of a
comply with applicable legislation/
person to whom the member owes an
regulations;
obligation;
follow the Code of Conduct and Ethics
a member should not directly or
set out by their organization;
indirectly benefit from a transaction
adhere to the Boards mission, vision and
with the Board over which a member
values;
can influence decisions made by the
work positively, co-operatively and
Board;
respectfully with other members and
every member should avoid any situation
with the management and staff;
in which there is, or may appear to be,
read all of the material for discussion
potential conflict which could interfere
in advance and participate actively and
with the members judgment in making
effectively at Board and committee
decisions in the best interest of the
meetings;
Board;

27
SECTION SEVEN: CONFLICTS OF INTEREST

keep informed about matters relating to This is not an exhaustive list of how Board
the organization, the community served, members are expected to conduct themselves. For
and other healthcare services provided in additional information, please refer to the Guide
the health region; to Corporate Governance or contact your Board
participate in the Board activities Chair.
including evaluations and ongoing
education;
disclose to the Board any information
the member might obtain that could
be considered material to the Boards
business or operations.

28
SECTION EIGHT Generally, a committee size of three to six
individuals is sufficient to accomplish these
BOARD MEETINGS objectives.

Committees Committee membership typically consists of


only Board members. This does not preclude
In any governance model, Boards are encouraged
Boards from having senior management teams
to establish committees at the Board level. The
or other resources to assist Board committees
main benefit of committees is that specific
with their work. Committees, from time
committees allow Boards to focus on and oversee
to time, may include experts from outside/
matters of particular concern.
management to provide advice on specific issues.
However, it is not suggested that all Boards However, these individuals do not vote.
take a cookie cutter approach to establish all
The Chair and membership of individual
the committees introduced below. A Board
committees are recommended by the Board Chair
may establish other committees on the basis
and confirmed collectively by the Board. With
of its perceived need. The Board should use
prior approval of the Chair committees have
committees that are appropriate to individual
the authority to engage consulting advice and
Boards specific needs and circumstances.
independent counsel.
Utilizing committees is an effective best practice
of corporate governance.
Types of Committees
The four most common core committees that are
Below are examples of typical committees of
applicable to the Boards are:
the Board. For more descriptions about each
Finance; of the committees, please refer to the Guide to
Audit; Corporate Governance.
Governance/Nomination; and
Executive Committee
Human Resources.
In the past Boards often chose to appoint an
Each committee is a standing committee and
Executive Committee and granted it the power
good governance suggests that each committee
to exercise the authority of the Board in the
have terms of reference detailing the committees
management of the business and affairs of the
structure, composition and responsibilities.
Board in between regular Board meetings.
However, current governance practices show
Committee Membership that an Executive Committee is no longer an
The size of Board committees may vary and accepted practice since it is important that all
depends upon the committee responsibilities. Board members have access to the same Board
The size of the committee should enable the information, and that the conduct of Board
committee to: business is open and transparent.

function efficiently; Finance Committee


encourage participation; and
The goal of the Finance Committee is to
have appropriate representation of
recommend financial objectives and policies
knowledge and experience.
to the Board, ensure preparation of the annual

29
SECTION EIGHT: BOARD MEETINGS

budget and operational plan for Board approval, stakeholders and ensure information is
monitor financial performance against Board- accurate and accurately represents the
established indicators and recommend corrective organizations activities;
action as required in relation to financial review and approve risk management
performance. and internal control systems;
recommend appointment and
The following are common responsibilities of a
compensation of the external auditor;
Finance Committee:
work with the auditor to define the audit
examine the budget methodology and purpose, formulate and approve the
recommend the operating budget; audit plan, and review audit results; and
review planned expenditures and evaluate the need for an internal audit
recommend annual capital budgets; function
review and recommend major tenders or
Governance/Nomination Committee
contracts;
recommend investment guidelines The Governance/Nomination Committee
and receive annual information on is tasked with devising and recommending
investment performance; governance principles and policies. This
ensure the Board receives timely, committee also serves as leadership for all matters
meaningful reports on its financial of corporate governance for the Board.
situation including up-to-date forecasts
The Governance/Nomination Committee
of year-end results.
typically has the following responsibilities:
Audit Committee
develop member selection criteria for
The Audit Committee assists the Board in Board membership as a whole and
fulfilling its financial accountability and specific vacancies;
oversight responsibilities. The committee achieves identify and evaluate potential
this by reviewing the financial and performance candidates to be recommended to
information provided to stakeholders, the Board for appointment or re-
monitoring the systems of internal controls set appointment;
by management and Board plus overseeing the develop a plan and process for the long-
internal/external audit processes. term renewal of its membership;
manage Board, committee, and Chair
Typically, the Board Chair sits on the Audit
performance evaluations;
Committee and all members of the Audit
review the skills and experience required
Committee are independent and financially
by the Board;
literate.1 Some of the responsibilities of the Audit
review the relevance of individual
Committee include:
committees and committee terms of
review and approve the financial reference;
information to be provided to ensure appropriate Board orientation and

1
Here, independent means having no material direct or indirect association with the organization; and financially literate means that the member has the
ability to read and understand a set of financial statements which present a breadth and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of the issues that can reasonably be expected to be raised by the organizations financial statements (From: Board Resourcing and
Development Office of the Premier, Province of British Columbia. (2005) Best Practice Guidelines: BC Governance and Disclosure Guidelines for Governing Boards of
Public Sector Organizations.).

30
SECTION EIGHT: BOARD MEETINGS

professional development; and If a Board does not control its committees, its
provide oversight to the Code of committees will control the Board.
Conduct and ethics.
If various committees are working toward
Human Resources Committee different directions or agendas and focusing
on wildly different levels of detail, it is almost
The following are primary responsibilities of
impossible for a Board to govern effectively and
Human Resources Committees:
efficiently.
oversee the evaluation and compensation
Board meetings should address only those items
of the CEO;
that are critical to fulfilling the Boards strategic
develop CEO performance objectives
goals and objectives
together with the CEO, the Chair and
the Board; Board meetings should focus on those issues that
ensure the organization has a sound plan are critical to fulfilling the Boards strategic goals
for management succession; and and objectives rather than on focusing on day-
ensure that the organization has today operations. Optimally, meetings should
appropriate human resources and be conducted with an agenda that is structured
compensation policies. in a manner that helps effectively and efficiently
focus members attention and time on the most
In Saskatchewans health system, the
important issues.
compensation of a regional health authority
CEO is subject to Ministry of Health policies. Generally, the Chair works with the CEO to
Therefore, when a new CEO is being recruited, determine the agenda items for the meeting.
the Human Resources Committee must ensure Agenda items may also come from the following
conformity with the Ministry policies in this sources:
area, and that the Board has appropriate human
forwarded by medical staff;
resources policies that are consistent with and
based on Boards annual objectives; and/
supportive of the provincial direction.
or
Ad Hoc Committees as a result of Board committee work.

At times, a Board may wish to establish time- In considering potential agenda items for a
limited committees to deal with specific matters regular Board meeting, it is essential to question
that are a Board priority at a particular time. For whether the Board should even be dealing
example, an ad hoc Capital Project Committee with a particular issue. Ask is this issue the
may be required to oversee construction on a boards responsibility? Or should it be handled
time-limited basis. by management? The Board should address
only those items that are critical to fulfilling
Relationship Between the Boards functions and if the Board can
the Board and Committees add substantial value to the issue. Furthermore,
issues dealt at the committee level do not need
Committees should support and advance the
to resurface at the Board level unless the topic
work of the Board and the Board should control
warrants discussion with all Board members.
and coordinate its committees.

31
SECTION EIGHT: BOARD MEETINGS

Regular and transparent Board meetings are There are three types of motions that may be
necessary to facilitate good governance. passed while the Board is in-camera.

They are:
Special Board Meetings
1. a motion respecting the minutes to be
At times, an issue will arise that will require the
kept of in-camera discussions;
attention of the Board prior to the next regularly
2. a motion to revert to out of camera; and
scheduled meeting. If this occurs, the Chair will
3. a motion to recess.
call for a special meeting of the Board and the
Board secretary will, upon direction from the All other motions must be passed during the
Chair, convene the meeting. public-portion of a Board meeting.

Special meetings of the Board will be conducted While in-camera, the Board may only discuss the
in accordance with the Boards general bylaws. issues cited in the motion to go in-camera, which
Questions of other procedures at both regular should align with the in-camera items listed on
and special meetings of the Board should be the meetings agenda. It is not appropriate for
determined in accordance with the rules of order the Board to introduce new topics during an
established by the Board. in-camera session. To do so may be perceived
as being secretive, regardless of the Boards
In-Camera Meetings intentions. This highlights the importance of
preparing a well-planned agenda in advance
If a Board meeting moves in-camera, everyone of the meeting, with enough time for Board
other than the members of the Board are members to review the proposed items.
expected to leave. The Board may choose to
invite a particular person (the CEO perhaps, Members should remember that even though
or other senior management) or a delegation to these meetings are held in private, a level of dis-
attend an in-camera session. A Board may hold a cretion should be utilized and maintained. There
meeting or part of a meeting in private, if in the is always the potential that the discussion could
opinion of the Board, holding a meeting or part leave the room; thus, member conduct at these
of the meeting would reveal information relating meetings should not be any different from that
to: of a meeting open to the public. In other words,
in-camera meetings are not an opportunity to
proposals for contracts or negotiations or depart from good meeting behaviour.
decisions with respect to contracts;
plans or proposals of the Board involving Board Meetings Without
future budgetary decisions; Management Present
reveal information relating to risk
management issues or patient care issues; It is a commonly accepted practice for members
reveal information relating to collective of a Board to meet regularly without the CEO or
bargaining or human resource other management representatives in attendance.
management issues; This type of meeting is customarily held at the
prejudice any security measures end of a regular Board meeting and allows Board
undertaken by the Board; or members to explore freely any issues they wish to
fall within the scope of any other raise privately. At the end of every such meeting,
prescribed circumstances. the Chair should give the CEO/management

32
SECTION EIGHT: BOARD MEETINGS

feedback on the contents and results of the why (this way)?


discussion. is there a better way?
what are the alternatives that were
Member Participation considered and dismissed?
what do you like most/least about it?
For meetings to be effective, Board members
what would you change if you could?
should be able to contribute to the discussions.
why are you/we doing this?
Board members can achieve this by:
what do you think/recommend?
taking adequate time to review the what are the risks?
information provided and prepare for what should we stop doing?
meetings; how might we?
participating actively at the meetings; what is stopping us?2
attending regular, committee and special
By asking questions, individuals attempt to gain
Board meetings punctually;
more information so as to understand the issue.
missing no more than three regular
In turn, this allows the Board to make a more
scheduled meetings of the year and no
informed decision. The Board has the right to
more than three scheduled committee
ask for more information from others if they
meetings for the year, unless specifically
feel insufficient information was provided or if
excused by a motion of the Board; and
further questions need to be answered.
notifying the Chair of all regrets no
later than three working days prior to
Information Presentation &
the meeting to ensure there are enough
Assessment
members to form a quorum.
The Board is responsible for determining the flow
Dialogue Versus Debate of information and the sharing of information
with others. It is extremely important that the
Effective discussions consist of dialogue rather
minutes of a Board meeting reflect an accurate
than debate. There are differences between
recording of the discussion and actions taken at
the dialogue and debate. Debates involve the
the meeting.
presentation and defending of different views.
There is no exploration for assumptions and the Having clear decision-making processes
end goal is a declaration of the right answer. and meeting minutes will contribute to the
transparency of the Board and organization.
In contrast, a dialogue is an exploration of
Having transparency within an organization
issues and comprehension of assumptions. The
allows for others outside of the organization
advantages to having a dialogue include: team
to see what is really occurring on the inside.
learning, development of trust, and cultivation
Ultimately, this action fosters the development
of alignment within the organization. Having an
of trust between the organization and its
open attitude and asking questions contributes to
stakeholders.
effective dialogue:

2
Bart, Dr. C. The Directors College. Communicating more effectively through dialogue: a new way of interacting.

33
SECTION EIGHT: BOARD MEETINGS

It is important to remember that actions of the Board committee. No meeting can be held and
Board are not effective unless they are authorized no act of the Board is valid unless it has been
or adopted by resolution or bylaw at a proper adopted at the meeting of the Board where a
Board meeting. Along with this, any action quorum is present. A quorum is the majority
of a Board committee is not effective unless it of the members of the Board, not counting
is authorized or adopted by a resolution at a vacancies.
properly constituted meeting of the Board or

34
SECTION NINE Board, Board Member &
Committee Evaluation
BOARD EVALUATION
Boards, their members and their committees are
Evaluation is part of the whole cycle of corporate usually evaluated against the criteria set out in
governance. Typically, Boards have formal processes the Board Charter and/or their terms of reference
for evaluating the performance of the Board as such as position statements.
a whole, Board committees, Board chair, Board
The underlying principles and approaches of
members, and the CEO. Evaluations help fulfill the
evaluation are the same for Boards, Chairs, indi-
Boards responsibility to whom it is accountable.
vidual Board members and Board committees. In
It is important to remember that assessment and all cases, the scope and nature of the review (i.e.
evaluation processes exist first to aid individuals and how individuals will be evaluated and against
only second to highlight performance shortfalls. what standards/objectives) is defined before any
data is collected. In addition to formal evalua-
Value Of Evaluation tions, periodic informal evaluations are recom-
mended to avoid any surprises for the individual
Evaluation provides the Board with being reviewed.
information about what is working well
and what needs improvement. Evaluation Performance expectations should be clear,
also presents information about whether the align with the organizations mandate and
Board, its members, or the committees have strategic plan, and focus on the direction of the
adequately performed its roles and fulfilled organization. The statements upon which the
its responsibilities (i.e. strategic planning, Board or its members will be evaluated against
budgeting, evaluation, risk management). should be specific and measurable, not general
statements that could cause confusion.
Boards can also assess the adequacy of Board
or committee operations and decision-making For more information and a sample template, please
processes (i.e. adequacy of information, refer to the Board Evaluation Tool.
committee structure, Board composition,
adequate discussion time, etc.). Additionally, CEO Evaluation
evaluation helps assess the effectiveness of the
A Board has many roles including providing stra-
Board or of a committee.
tegic direction and leadership for the organiza-
Some of the benefits of evaluation are the tion. Since the responsibility to manage the orga-
opportunities it provides to: nization is delegated to the CEO, the Board also
has an important duty to ensure that the organi-
highlight successes;
zation has effective executive management. This
learn what processes are working well;
includes: recruiting and hiring the CEO, setting
identify and implement changes to areas
expectations as defined in the employment con-
requiring improvement;
tract, job description and the annual goals and
self-improve;
objectives of the organization, and evaluating the
inform Board renewal;
performance of the CEO. The monitoring and
change policies or practices; and
evaluation of the CEOs performance is one of
inform reallocation of resources
the Boards most critical functions.

35
SECTION NINE: BOARD EVALUATION

CEO evaluation contributes to a Boards Goals of CEO Evaluation


responsibility in recruiting and hiring the
As with Board evaluation, CEO evaluation first
CEO. During recruitment, a Board typically
and foremost serves the purpose of highlighting
has specific expectations and goals in mind
successes and only second to highlight
for a CEO to achieve. These expectations play
performance shortfalls. The main objectives and
a role in the recruitment process by shaping
goals of a CEO evaluation are:
the characteristics a Board seeks in the CEO.
As such, evaluating the CEO lends support to appropriately assess CEO
to a measure of the effectiveness of the CEO performance;
recruitment process. In other words, did the to link executive performance to the
recruitment process work? Did the Board get organizations goals;
what they set out to attain? to foster CEO growth and development;
and
Evaluating the CEO provides the Board with
to strengthen the relationship between
additional insight to ensuring the organization
Board and CEO.
has effective executive management. That said, it
is important that the CEO evaluation is focused More specifically, a CEO evaluation process:
on evaluating performance, not simply on
provides a mechanism to assess how
evaluating compliance.
effectively the CEO has implemented
Value of CEO Evaluation Board policies and decisions;
strengthens the congruence between
The CEO evaluation is the mechanism by which
the mission, goals and objectives of the
a CEO performance is assessed. Evaluation
organization and those of the CEO;
provides value to both the CEO and the Board.
enables the Board to focus activities on
Generally, individuals in leadership roles want the organizations mission and strategic
to perform well and help foster the success of plan;
the organization. Individuals [also] want to communicates Board expectations of
know what is expected of them and how they are the CEO and provides a basis for future
performing.3 The evaluation enables the Board CEO performance expectations;
to communicate goals, praise accomplishments, facilitates coordination and teamwork
clarify expectations and outline accountabilities among the organizations leadership;
for the CEO. creates a formal system for CEO profes-
sional and personal development; and
A well-designed CEO performance evaluation
establishes parameters for CEO
system helps to provide the Board with
performance that enable the Board to
information about what is working well and what
retain, provide constructive feedback
areas need improvement.
regarding CEO professional and
personal performance and if necessary,
quickly and appropriately terminate the
CEO.4

3
Canadian Co-Operative Association (June 2007). Governance Matters: questions the Board should ask about CEO evaluation.
4
Orlikoff J E., Totten M K. (1996). American Hospital Association (AHA) Trustee Workbook: CEO evaluation and compensation.

36
SECTION NINE: BOARD EVALUATION

Overall, when performed diligently, a CEO For more information and a sample template, please
evaluation can provide input and guidance refer to the CEO Evaluation Tool.
for the CEO to aid in improving both senior
management and organization performance.

37
38
SECTION TEN Section 44 provides that both general and
practitioner staff bylaws cannot be inconsistent
GENERAL AND PRACTITIONER with any guidelines or directions approved by the
STAFF BYLAWS Minister. To date, model practitioner staff bylaws
have been approved for use by regional health
General And Practitioner Staff Bylaws
authorities, the Saskatchewan Cancer Agency
The purpose of the general and practitioner and affiliate hospitals.
staff bylaws is to outline the core procedural
Regional health authorities, the Saskatchewan
points that guide and govern the affairs of
Cancer and healthcare organizations are
the organization and the organization and
encouraged to enact general bylaws.
management of practitioner affairs within the
health region respectively. For more information and a sample templates,
please refer to Regional Health Services Policy &
Legislative Framework Procedures.

Sections 42 and 43 address the issue of general


and practitioner staff bylaws respectively.

Ministerial approval is required for:

(a) general board bylaws of regional health


authorities and the Saskatchewan Cancer
Agency and:
(b) practitioner staff bylaws of regional health
authorities, the Saskatchewan Cancer
Agency and affiliate hospitals

39
40
SECTION ELEVEN Assess the performance of the CEO
through evaluation and results.
BOARD OVERSIGHT ROLES Use performance measures and
indicators to monitor quality of care.
Oversight Expectations Use performance measures and indica-
A key role of the Board is to oversee the tors to monitor financial condition.
performance of the organization, especially in Consider quality of external relationships
terms of quality of care, financial condition and with key stakeholders, the community
risk management. The following is a summary of and local agencies.
oversight expectations: Assess the Boards own effectiveness
through assessment.
Assess the implementation of the
strategic plan and alignment with
mission, vision, and values.

TASK RESPONSIBILITY
Board Management
Developing a strategic planning process
Assessing and approving the strategic planning process
Developing the mission, vision, and values (1)
Assessing and approving the mission, vision and values
Developing the objectives
Assessing and approving the objectives
Identifying the business arenas
Assessing and approving the business arenas
Data collection and analysis with respect to the strategic plan
Preparing the written strategic plan
Assessing and approving the strategic plan
Scheduling strategic planning and strategy review meetings
Preparing operating plans
Preparing budgets
Approving budgets
Preparing reports on the organizations strategic progress and accomplishment of strategic

objectives
Monitoring the execution of the strategy and its achievement
Approving changes to the strategy as warranted

(1) While traditional practice generally restricts Board involvement to the assessment and approval of the mission, vision and
values, recent research suggest that superior organizational performance and innovativeness occurs when Boards are more
active participants in the development of these strategic documents.5

5
Dr. Chris Bart, 20 Questions Directors Should Ask about Strategy, The Canadian Institute of Chartered Acountants, Toronto, Ontario (2003), p12

41
42
SECTION TWELVE Vision: the vision of the organization is a short
statement (usually a sentence or two) that
STRATEGIC OVERSIGHT covers the medium and long-term picture of the
organization. The vision statement describes the
What is Strategy? organizations strategic direction and what it
Strategy is a plan for how specific goals will be hopes to achieve over a defined period of time.
achieved. It is planning that looks at the big over-
Values: the values of the organization are outlined
all picture of the organization. Strategy includes
in a series of value statements. These statements
strategic planning and strategic management.
explain the basic fundamental principles upon
Strategic Planning is a lengthy process (usually
which the organization operates.
six to eight months) that achieves:
Strategic Direction
defining specific goals and success for
the organization; and The strategic direction is the future plan or
policies, framework and approach for initiatives of the organization over a defined
achieving those outcomes. period of time.

Strategic management (strategic oversight) A strategic direction looks at the current


involves overseeing the strategic planning process organizations vision and then defines a new
of formation, implementation and evaluation. medium-term (three to five years) vision statement.
The strategic direction defines principles and/or
Strategic planning and strategic management
initiatives, which guide resource allocation and
are interconnected but responsibility for each
investment.
is divided between the Board and senior
management. Ideally, the initiatives are an action, which can be
measured. This way the board can set indicators,
Strategic Oversight measure and monitor targets and know when
success has been achieved.
The Boards role is primarily about strategic
oversight. But before we discuss this role, some Approving Major Decisions
further explanation of strategic oversight is Decisions may impact the strategic direction of
needed. In general, strategic oversight consists of: the organization so it is necessary that the Board
setting the mission, vision and values of is aware of the big picture and understands how
the organization; decisions affect that big picture over the long-
setting strategic directions; and term.
approving major decisions. The Board is responsible for approving major
Mission, Vision and Values decisions that affect the organization.

Mission: the mission of the organization is a It is important to note that this does not mean
broad, brief description of the organizations the Board should be involved in the day-to-
purpose. The statement concisely explains what day decision-making or operational issues. Day
the organization does, who it serves and why. to day decision-making is the responsibility
Essentially, the mission statement explains why of management and the Board should have
the organization exists. confidence in managements ability to make

43
SECTION TWELVE: STRATEGIC OVERSIGHT

sound decisions that are in the best interest of Strategic Planning Process
the objectives (short-term and long-term) of the
The Board does not conduct the strategic
organization. It is the Boards responsibility to
planning process; rather, the Board delegates
ensure that the CEO and senior management
this responsibility to management. It is up to
understand the strategic direction of the
the Board to ensure that strategic planning is
organization.
conducted.

The Boards Role in Strategy The Board approves the strategic planning
process (including any steering committees) so
The Board plays the principle role in strategy that they have an understanding of how the
via strategic oversight. The Board guides the strategic plan will be formed.
organizations activities through developing
mission, vision and value statements and setting Management is responsible for conducting
the strategic direction. research, developing policies, and writing the
strategic plan. However, the Board is engaged
Management translates the boards at key points throughout (i.e. during formation
organizational direction by developing of strategic directions) and is updated at board
operational plans, policy options, appropriate meetings on key findings. The Board reviews a
reports and managing operations consistent with draft of strategic plan and suggests modifications
board policy. where necessary. Ultimately, the Board approves
Within Saskatchewans healthcare system, the strategic plan.
Boards provide strategic leadership and direction Upon plan approval, management is responsible
by establishing the vision, mission, and values for implementation. The Boards role is to moni-
in accordance with the provincial strategic tor implementation, annually review the strategic
direction. plan and recommend adjustments as needed.

44
SECTION THIRTEEN circumstances. Personal knowledge of financial
oversight can be gained through education and
FINANCIAL OVERSIGHT building relationships to better understand the
nature of operations. In the context of healthcare,
Understanding Financial Oversight this includes an understanding of:
Governance responsibilities for financial
organizational strategies;
oversight can be summed according to the
performance measures and key factors
following broad principles:
that can significantly influence the
Understanding the business of the results;
organization; the financial implications of significant
Approving the strategic plan; internal and external issues, major
Monitoring performance against the actions and policy alternatives; and
strategic plan; the risks and rewards associated with
Monitoring changes in the business managements proposals for major
environment; expansion or contraction of the
Reviewing and approving financial organization.7
policies;
Building a direct relationship with the Chief
Reviewing and approving financial
Financial Officer (CFO) is a useful way to access
disclosures; and
the financial information needed to support key
Approving and communicating major
decisions and actions. The CFO can also help
business decisions.6
with orientation, development and monitoring
The Board is expected to exercise the care, of strategy, reviewing and approving financial
diligence and skill that a reasonably prudent disclosures, and report presentations.8
person would exercise in comparable

6
Hugh Lindsay, Financial Aspects of Governance, What Boards Should Expect from CFOs, The Canadian Institute of Chartered Acountants, Toronto,
Ontario (20034), p 4
7
Hugh Lindsay, Financial Aspects of Governance, What Boards Should Expect from CFOs, The Canadian Institute of Chartered Acountants, Toronto,
Ontario (20034), p 4-5
8
Hugh Lindsay, Financial Aspects of Governance, What Boards Should Expect from CFOs, The Canadian Institute of Chartered Acountants, Toronto,
Ontario (20034), p 15

45
46
SECTION FOURTEEN retaining the risk; or
optimising the opportunity.
RISK OVERSIGHT
Risk governance is a balance between the Board
Understanding Risk and management roles.

It is important for Boards to understand what How a board handles a risk when it happens
kinds of risk exist in the organization and what is important. Therefore, the Board and the
mitigation strategies are in place to appropriately organization should be well prepared with action
respond to and deal with the identified risks. The plans and communication strategies when a risk
process of identifying, mitigating and managing event does occur.
risk is known as risk management or enterprise
risk management. Risk Governance
There are two components to risk management: One of the best ways to manage risk is to ensure
sources of risk and strategies to mitigate or the Board operates in accordance with good
manage risk. governance principles. This means first and
foremost, Board members are knowledgeable
Sources of Risk
about their governance roles, their oversight
A risk is viewed as exposure to loss or hazard. responsibilities, and their duties, and have the
Risks are created by internal or external activities skills required for the Board.
or events. The greater the loss (severity) and the
Boards have a duty to ensure they receive the
more likely the event will occur (probability) the
correct information so they can recognize and
greater risk will be.
assess risks at an early stage. As discussed in
Organizations are liable for such things as Section Nine, it is up to the Board to ensure they
employees, patient safety and protection, privacy are receiving the appropriate information needed
of information, facilities, equipment, processes to make sound decisions.
and protocols. Liabilities can arise from things
It is the role of the Board to identify risks and
such as negligence or contractual obligations. In
to ensure that plans are in place to mitigate and
healthcare, a major risk for Boards is the quality
manage risks by asking necessary questions and
of patient care.
ensuring proper risk management policies and
Managing and Mitigating strategies are in place.
Some risks are avoidable while others are not. At a minimum, Boards should ensure the
However, many risks that are not avoidable can following are in place for managing risk:
be controlled or minimized. An organization can
a sound risk management plan;
respond to risk by:
quality management;
avoiding the risk; contingency planning;
changing the likelihood of a risk infection control policies; and
occurring; ensure staff receive current training and
changing the severity of the risk; education
sharing the risk;

47
SECTION FOURTEEN: RISK OVERSIGHT

Part of good risk governance is being aware of


the type of risks facing the organization. A board
can delegate to management to conduct a risk
assessment process. This process consists of:

risk identification;
risk assessment;
implementation of risk control plans;
inform and communicate plans; and
monitor the risks.

48
SECTION FIFTEEN Ensure comprehensive quality and
risk management programs with clear
QUALITY OVERSIGHT accountabilities for reporting;
Identify risks to the organization;
Health care boards are being held accountable Promote ongoing quality improvement;
for performance in quality and safety by Review frequency and severity of adverse
government, by patients/clients/ residents and events;
the public at large. There are general principles Analyze incidents to identify trends and
to guide boards in their role to maintain quality opportunities for improvement;
oversight. Set goals to reduce harm and improve
Some boards have developed a habit client safety; and
of assuming that clinical staff will Monitor system level measures of client
take care of quality that it is not the safety (for example, surgical infection
boards responsibility and that their rates).
responsibility as a fiduciary is fiscal.
But that is incorrect boards need to be How do Boards make Quality Real?
as close to quality issues as they are to
The Board drives change by holding
financial issues.
management, staff and physicians accountable
Donald M. Berwick, M.D., M.P.P.
so that the Public has full confidence in the
Accreditation Canada is a leader in raising the health services delivered by the health sector. The
bar for quality in health. Public should expect the best possible health care
services are delivered. Quality and safety should
The mission of Accreditation Canada is to drive
be inherent in the culture of the organization.
quality in health services through accreditation.
Organizations across Canada and internationally Recruiting board members who have health and
examine and improve the quality of service they quality experience, knowledge and skills is an
provide to their patients and clients by working asset to helping the board understand quality
through the accreditation process. and safety as a critical corporate governance
issue. This includes an understanding of national
Accreditation Canada Governance Standards
trends in health care quality and a continued
include the following:
engagement in learning.
Make client safety part of the gover-
Fostering a culture of quality and safety is a
nance and strategic planning process;
journey where culture is the inherent force in
Ensure active participation of all players
driving the organization to a higher level of
in developing a strategic plan;
quality and safety. Such a just and trusting
Ensure all sites monitor progress in
culture is established through a commitment to
achieving vision, goals and objectives of
no naming, shaming, or blaming and the use
strategic plans;
of positive language during discussions of errors.
Ensure clear accountability and
Both errors and near misses (good catches) can
reporting relationships;
be seen as opportunities for system improvement.
Service agreements exist with affiliates or
contracted providers;

49
SECTION FIFTEEN: QUALITY OVERSIGHT

Accountability structures ensure direct Management, staff and physicians should be


accountability of the board, senior management, prompted to actively engage in quality and safety
physicians, and front line staff. Specific quality initiatives wherever it is appropriate. For example,
and patient safety goals can be set as prominent involvement might be through inclusion in
components of strategic plans. This ensures strategic planning and goal setting, medical by-
that quality and safety services are a visible laws, corporate policies (for example, disclosure),
priority and a focus of board activities, especially and accountability for their competence and
when the board actively participates in the performance.
development of quality and safety goals and
It is important for a board to determine how
holds the CEO accountable for the set goals.
effective the organization is at fulfilling quality
Budget and financial resources should also show and safety responsibilities. Accreditation Canada
alignment with quality and safety goals. is an example of an external review. External,
objective bodies with expertise in governance,
Risks to patient safety and plans for reduction
quality and safety, peer review (review of other
of risk should be identified and aligned with
organizations) or use of self-evaluation tools are
the strategic plan. This will ensure that the
also good ways to determine effectiveness.
board knows what the risk sources are, what
critical events are occurring in the organization,
and what progress is being made toward risk
reduction.

Similarly, performance measures, such as a


Dashboard, should be set to show how strategic
goals are being met. These measures should
include aims for improvement of quality. The
board can hold management, staff and physicians
accountable for set performance measures.

50
SECTION SIXTEEN describe outcomes of consultations;
provide analysis of the recommendation;
TOOLS FOR EFFECTIVE and
DECISION MAKING provide a strategy for communicating
the decision;
Making Effective Decisions
Benefits to Decision-Making Tools
In reviewing documents, such as a strategic plan
or management reports, a Board should consider Having a standardized method for decision
the following: making:

are the assumptions reasonable? encourages more holistic policy


are the recommendations clear and make development;
sense? fosters broader consultation and policy
what are the alternatives? development;
strengthens planning for implementation
A Board can answer these questions by having a
and communication;
standardized process for how a decision item is
provides documentation CEO/Chair
presented to them.
can use to provide direction to senior
It is the Boards responsibility to ensure the management;
information they receive to base a decision upon provides CEO and committees with the
is inclusive. detailed information they need to analyze
proposal and make recommendations to
Boards need to be confident in their decisions
the Chair and Board members;
and satisfied that they received sufficient
provides a record of the history and
information to make an effective decision. If
intent of the policy that can be used in
the board feels that the information provided is
future policy development; and
insufficient, then the board can defer the item
provides the Chair and CEO with a
and request more information.
record of the policy analysis.
A standard decision-making process helps ensure
For an example of a standard decision-making
that the necessary information is collected and
tool, please refer to the Board Decision Item
appropriate topics or concerns are addressed.
document in Corporate Governance Tools.
The nature of information presented to a Board
should:
When is a Decision Important?
show any projections;
enable comparisons between planned The Boards role is the big picture of the organiza-
results or benchmarks; tion and to make decisions that affect the strate-
be short and easy to read; gic direction of the organization. That said, not
provide a brief synopsis of the issue, the all Board decisions requires extensive consultation
proposed solution and how the solution and analysis. However, a Board may wish to use a
addresses the issue; decision-making tool for the following situations:
clearly identify options and their
implications;

51
SECTION SIXTEEN: TOOLS FOR EFFECTIVE DECISION MAKING

Policy Requests Examples of key questions are listed below. For


more key questions, please refer to the Board
to develop, amend or clarify a policy
Decision Item Summary Guide in Corporate
position, if the change is from current
Governance Tools.
practice; and
to obtain a decision before negotiating Defining the Issue and Alternatives
major agreements in order to determine
is this an issue to be dealt with at the
the principles and parameters of the
board level?
negotiations.
what are the assumptions?
Program Requests what are we trying to solve or accomplish?
is the proposal consistent with the
to develop, make non-administrative
organizations mission, vision and values?
amendments to or delete existing
what are the risks, advantages and
programs;
consequences?
that reflect changes in the health service
provided or available to the public; or Stakeholders
that requires an indefinite commitment
who is involved? who is affected? and
of resources.
how?
Resource Requests who has been consulted?
what is our relationship with affected
for incremental funds; or
stakeholders? Will this help or hinder
if the CEO/chief financial officer needs
implementation of the recommendation?
resources beyond those provided in the
what does our action suggest to
budget.
stakeholders?`
Politically Sensitive Changes
Implications
if the changes have major political
Specific Groups
implications - particularly if they are
what areas/communities in the will be
controversial or likely to generate media
affected? how?
attention.
what will be the effect on clients/
Implementation Requests patients?
requests for approval of implementation Policy
plans or communication strategies. how does the proposal fit current
priorities and objectives?
Other Tools what is the effect on the strategic plan,
operational plan or other plans?
Key Questions
which departments, programs, services
A Board is expected to ask questions to help will be affected? how?
define issues and gain a clear sense of the facts. what are the short and long-term
This helps the Board fulfill its due-diligence implications?
role. Key questions are particularly useful if a
prepared decision item has not been provided.

52
SECTION SIXTEEN: TOOLS FOR EFFECTIVE DECISION MAKING

Internal/External What arrangements, if any, will


how does this affect other organizations need to be made to support the
in the health system? recommendation?
are there opportunities for reducing
SWOT
overlap and duplication?
how have other organizations A SWOT analysis is an effective strategic tool
approached similar issues? that supports decision-making. SWOT takes a
closer look at an issue/option in the context of
Legal/Political
the internal and external environment.
what are the legislative and legal
dimensions of the issue? A SWOT analysis helps a Board understand the
what are the major political sensitivities? framework of a situation and the potential for the
how does this proposal fit with future.
provincial strategic direction?
The analysis helps find a solution that best
Financial utilizes the organizations capabilities (i.e.
what is the magnitude of funding strengths and resources) in line with the external
needed and how will the proposal be environment (threats and opportunities). Ideally,
funded? the chosen recommendation takes advantage
is the funding one-time or reoccurring? of the organizations opportunities by using its
will there be any new sources of revenue, strengths and guards against threats by avoiding
increases or decreases in existing them or correcting or compensating for the
revenues? organizations weaknesses.
what similar initiatives are, or have been
SWOT represents Strengths (S), Weaknesses
funded?
(W), Opportunities (O) and Threats (T).
are there already initiatives to achieve
similar ends in place?
Threats Confront Avoid
Human Resource
Environment

how will the proposal affect for existing


External

Opportunities Exploit Search


jobs and employees?
how will the initiative affect the
Strengths Weaknesses
recruitment and retention?
are there collective agreement,
Internal Environment
bargaining considerations?

Looking ahead A strength can be a resource which


What has been done previously? Was it the organization can use to achieve its
successful? Why or why not? objectives;
How will the proposal impact the future
of the organization? A weakness is a limitation, fault, or
How will we know if the problem has defect in the organization that will
been solved? How will we know if the keep the organization from effectively
opportunity was successful? achieving its objectives;

53
SECTION SIXTEEN: TOOLS FOR EFFECTIVE DECISION MAKING

An opportunity is a favorable situation To begin a SWOT analysis, key facts about


in the organizations environment. It is the organization and its environment need
usually a trend or change of some kind to be collected. This includes facts about the
or an overlooked need that increased organizations objectives, competition, financial
demand for a service and permits the resources, facilities, employees, management,
organization to enhance its position by environment setting (e.g. technological, political,
supplying it; and social economic trends), history and reputation.
The collected data is then evaluated to determine
A threat is an unfavorable situation in
whether the facts are strengths, weaknesses,
the organizations environment that is
opportunities or threats for the organization.
potentially damaging to its strategy. The
threat may be a barrier, a constraint,
or anything external that might cause
problems.

54
ROLES AND
EXPECTATIONS OF THE
MINISTER OF HEALTH
AND SASKATCHEWANS
REGIONAL HEALTH
AUTHORITIES AND
HEALTH CARE
ORGANIZATIONS

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Clarifying Expectations.....................................................................................................................1
Background.......................................................................................................................................1
Defining a New relationship..............................................................................................................2
Strategic Planning.............................................................................................................................3
Fiscal Management and Reporting....................................................................................................9
Relationships.....................................................................................................................................12
Quality Management........................................................................................................................15
Monitoring, Evaluation and Reporting..............................................................................................18
Management and Performance..........................................................................................................20
Clarifying Expectations: on governance expectations of regional health
authorities and health care organizations.
The purpose of this document is to further
clarify the relationship between the Minister of In expanding this framework to include health
Health (Saskatchewan Health), regional health care organizations it is recognized that this sector
authorities and health care organizations by is composed of a diverse group of organizations
providing greater definition around the roles that vary significantly both in terms of
and responsibilities of each. It discusses the overall size, budget, staffing and availability
expectations in relation to the following key of community members to act in a leadership
areas: capacity.

1.0 Strategic Planning There is an expectation that those health care


2.0 Fiscal Management and Reporting organizations that operate hospitals and special
3.0 Relationships care homes will strive to meet the expectations
4.0 Quality Management set out in this document. At the same time,
5.0 Monitoring, Evaluation and Reporting it is acknowledged that the ability of smaller
6.0 Management and Performance organizations, particularly those in the
addictions and mental health sectors, to achieve
The first section discusses the role and
all of the expectations set out in this document
responsibilities of the Minister/ministry in
will vary significantly. This is recognized by the
relation to these categories. The second looks at
Minister and will not be interpreted as a lack of
the expectations of the regional health authorities
commitment to the ideals that the document
(RHAs) in relation to them and will establish
strives to set out.
the framework for the development of a system
to assist RHAs in assessing their performance. These limitations notwithstanding, regional
The third looks at the expectations of the health health authorities and health care organizations
care organizations (HCO) in relation to the are expected to provide quality services that meet
regional health authorities, and will establish or exceed recognized best practices, provincial
the framework for the development of a system and/or national standards.
to assist health care organizations in assessing The primary relationship of the board and
their performance. The list of items identified management of health care organizations is with
in the expectations document is not meant to the regional health authorities. The Regional
capture all details of the relationship between Health Services Act does however recognize that
the Minister, the regional health authorities and there is a integral relationship between the health
health care organizations. It is meant to provide care organizations and the Minister, with respect
an overview of those areas where greater clarity is to specific legislative requirements.
required.

This document builds on responsibilities Background:


outlined in The Regional Health Services Act, as On August 1, 2002, Saskatchewans 12 regional
well as other legislation. It attempts to define health authorities came into being with the
some of these responsibilities in terms of clear proclamation of The Regional Health Services Act.
expectations for regional health authorities and
health care organizations. The major focus is The development of larger health regions was
the next logical step in improving the delivery

1
of health care services for Saskatchewan people. Minister of Health to set priorities for the health
In 1993, Saskatchewan was one of the first system. This will mean stronger central direction
provinces in Canada to implement a regional in key areas of the health care system, including
model of health care delivery. More than 400 human resource planning, program development,
boards, each responsible for a single hospital, and capital projects. It also means a greater focus
nursing home, home care or ambulance service on longer-term strategic planning for the health
area, were replaced by 32 district health boards system. At the same time, the responsibilities of
and one health authority. regional health authorities to organize, manage
and deliver health services are more clearly
Since 1993, district health boards made
defined.
considerable progress in integrating different
types of services and better co ordinating care At the same time, the Act recognizes that health
for our residents. Difficulties have persisted, care organizations have a role to play in the
however, in planning and co ordinating services health care system and that the services provided
across the province. In addition, responsibilities by the health care organizations must be
between district health boards and government supportive of provincial and regional initiatives.
were never clearly articulated, or understood,
Within these parameters, the Minister, regional
often straining the relationship.
health authorities and health care organizations
The introduction of regional health authorities will work together as partners, to ensure co
goes well beyond simply redrawing of ordinated, province wide planning for the health
boundaries. We ushered in a new relationship system.
between the key players in the health system,
Setting out expectations is an important starting
with a clear division of authority, and a workable
point, as we seek to realize our shared vision
set of rules and expectations for each party.
of building a province of healthy people and
healthy communities. With this document,
Defining a New Relationship:
we are providing a solid foundation for a more
With the creation of the provinces regional effective and co-operative health care system well
health authorities, there is an opportunity to into the future.
more clearly define the responsibilities and
expectations for each partner. The Regional
Health Service Act provides the framework for
this new relationship. For instance, the Act
strengthens and clarifies the authority of the

2
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

1.1 Establish the overall strategic 1.1 Establish vision, mission and 1.1 Establish vision, mission and values
direction of the health system and to values consistent with the strategic consistent with the strategic direction
communicate that to regional health direction provided by the province provided by the province and their
authorities. and to establish the directions, respective regional health authority
key expectations and performance and to establish the directions,
measures for their health region. key expectations and performance
measures for their organization.
1.0 STRATEGIC PLANNING

The Minister of Health has the responsibility to Regional health authorities are expected Health care organizations are responsible
establish the overall strategic direction of the to provide advice to the Minister in the for defining the overall direction for their
health system in consultation and collaboration establishment of the overall strategic direction of organization including the establishment of the
with regional health authorities and other key the health system. Regional health authorities are organizational vision, mission and values. This
players in the health system. This includes the responsible for defining the overall direction for direction must be consistent with provincial
development of health system goals, objectives their health region including the establishment and regional vision, goals, objectives and
and performance measures. of the organizational vision, mission and values. performance measures.
This direction must be consistent with provincial
The Minister, regional health authorities, other Health care organizations may be requested to
vision, goals, objectives and performance
health care providers and key players in the provide advice to the Minister and/or regional
measures.
health system need to develop evidence-based health authority in the development of health
decision processes that support the on-going Regional health authorities are expected to system goals, objectives and performance
effectiveness of the health system in achieving provide advice to the Minister in the development measures.
the provinces goals and objectives for the of health system goals, objectives and
Health care organizations need to develop
system. performance measures.
evidence-based decision processes that support
The Minister is also responsible for defining Regional health authorities and other key players the on-going effectiveness of the health system
performance measures, within the context of in the health system need to develop evidence- in achieving the provinces and regional health
provincial goals and objectives, against which based decision processes that support the authoritys goals and objectives for the system.
regional health authorities can assess their on-going effectiveness of the health system in
performance. achieving the provinces goals and objectives for

3
the system.
4
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

1.2 Develop legislation, regulations, 1.2 Support and comply with legislation, 1.2 Support and comply with legislation,
provincial policies and Ministerial regulations, provincial policies and regulations, provincial policies and
directives that support the achievement Ministerial directives that promote the Ministerial directives that promote the
of the strategic direction of the health achievement of the strategic direction achievement of the strategic direction
system. of the health system. of the health system.

The Minister is responsible for the development Regional health authorities are expected to Health care organizations may be expected to
of provincial policies that support the strategic provide advice in the development of legislation, provide advice to the Minister and/or through the
1.0 STRATEGIC PLANNING

direction of the health system. These policies are regulations, provincial policies and Ministerial regional health authority in the development of
to be developed in collaboration with the regional directives. legislation, regulations, provincial policies and
health authorities, other health care providers Ministerial directives.
Regional health authorities must carry out their
and key players in the health system.
activities consistent with provincial legislation, Health care organizations must carry out their
Legislation, regulations and provincial policies regulations, policies and Ministerial directives. activities consistent with provincial legislation,
set out the framework for health system regulations, policies and Ministerial directives as
governance and health service delivery. well as any applicable regional policies.

The Minister is responsible for providing clarity


around the legislative framework.

The Minister is also responsible for regularly


reviewing and updating as appropriate the
legislation, regulations and policies to ensure that
these support the achievement of health system
goals and objectives.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

1.3 Develop and identify those intersectoral 1.3 Develop intersectoral alliances and/or 1.3 Develop intersectoral alliances and/or
alliances and/or partnerships that partnerships with other organizations. partnerships with other organizations.
promote the strategic direction of the
health system.

The Minister is responsible for identifying to the Regional health authorities are responsible Health care organizations in conjunction with
regional health authorities those intersectoral for developing effective external relationships their regional health authority are responsible
alliances and/or partnerships that will assist that will assist in improving the health of their for developing effective external relationships
1.0 STRATEGIC PLANNING

in improving the health of its population and regions and all Saskatchewan people. This that will assist in improving the health within the
of all Saskatchewan people. The Minister will requires regional health authorities working region.
advise the regional health authorities about the effectively with each other to ensure that
governments expectations of the regional health Saskatchewan people have access to a full
authorities regarding their involvement in those range of health services that are co-ordinated
intersectoral alliances and/or partnerships. The both within and across regional boundaries. It
Minister is also responsible to work with other also includes developing partnerships with other
sectors at the inter-ministry level to identify organizations that will assist in improving the
priorities and facilitate policy changes to health of Saskatchewan people and promoting
encourage intersectoral action. the sustainability of the health system.

1.4 Provide clear accountability guidelines 1.4 Fulfil their accountability to the Minister 1.4 Fulfil their accountability to the Minister
and directions to regional health of Health. of Health and their respective regional
authorities. health authority.

The Minister is responsible for providing clear Regional health authorities are accountable to Health care organizations are accountable to
guidelines and directions to regional health the Minister of Health. the Minister of Health and their regional health
authorities and health care organizations authority.
As part of that accountability relationship, they
regarding the health system and the provision of
are expected to comply with any directions/ As part of that accountability relationship, they
health services to assist them in developing their
guidelines provided by the Minister. are expected to comply with any directions/
own operational plans.

5
guidelines provided by the Minister and/or
Regional health authorities are also expected
6
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
This will include the development of performance to advise the Minister regarding issues that regional health authority.
standards in conjunction with the regional health may affect their regions financial position and/
Health care organizations are expected to advise
authorities, health care organizations and other or ability to provide services and to advise on
their regional health authority regarding issues
health care providers. options and actions. This is crucial where there
that may affect their organizations financial
are potential provincial impacts.
position and/or ability to provide services and
to advise on options and actions. This is crucial
where there are potential provincial/regional
impacts.
1.0 STRATEGIC PLANNING

1.5 Ensure the effective planning and 1.5 Ensure the planning and delivery of 1.5 Ensure the planning and delivery of
delivery of quality health services. quality health services. quality health services.

The Minister is responsible for ensuring that Regional health authorities are expected to Health care organizations may be expected to
the health system provides reasonable access provide advice regarding, and participate in, the provide advice to the Minister and/or through
to health services that are appropriate, safe, planning of health services. the regional health authority regarding, and
effective, cost-efficient and acceptable to the participate in, the planning of health services.
Regional health authorities must ensure that
users and the system.
the delivery system in their region provides Health care organizations must ensure that the
The Minister must also ensure that services are reasonable access to health services that are services they provide are appropriate, safe,
integrated and co-ordinated within and across appropriate, safe, effective, cost-efficient and effective, cost-efficient and acceptable to the
regional boundaries and provincial programs, acceptable to the users and the system. users and the system.
and that they contribute to the quality of the
Regional health authorities must also ensure that Health care organizations must also ensure
overall health system for Saskatchewan. This
services are integrated and co-ordinated within that services are integrated and co-ordinated
will be done in collaboration with regional health
and across regional boundaries and provincial with regional services, and that they contribute
authorities.
programs, and that they contribute to the quality to the quality of the overall health system for
of the overall health system for Saskatchewan. Saskatchewan.
This expectation applies whether services are
delivered directly by regional health authorities
or by health care organizations or other
providers.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
Agreements with health care organizations
and other providers must include provisions
to ensure that health care organizations and
other providers are accountable to the regional
health authority for the funding received that the
services provided maintain standards of care and
are in compliance with all applicable legislative
and regulatory requirements
1.0 STRATEGIC PLANNING

1.6 Determine provincial health service 1.6 Determine regional health service 1.6 Determine health care organization
priorities. priorities. priorities.

The Minister, in collaboration with regional Regional health authorities are expected to Health care organizations are expected to
health authorities, is responsible for determining provide advice on provincial health service provide advice to the Minister and/or through
provincial health service priorities and priorities. the regional health authority on provincial health
expectations. The Minister is responsible for service priorities.
Regional health authorities are responsible
communicating those priorities and expectations
for determining health service priorities and
to regional health authorities, health care
expectations within their regions, within
organizations, other providers, key players in the
available resources, based on the strategic
health system and the public.
direction from the Minister.

1.7 Allocate resources for delivery of 1.7 Allocate regional resources for delivery 1.7 Allocate health care organization
services. of services. resources for delivery of services.

The Minister is responsible for developing, in Regional health authorities are expected to Health care organizations must ensure that they
consultation with regional health authorities, a participate in the development of the funding allocate resources in a transparent and equitable
transparent and equitable funding methodology, allocation methodology. manner consistent with the annual agreement
which promotes a match between the total with their regional health authority. Health care
Regional health authorities must ensure that they
available funding and service expectations. organizations must also ensure that services are

7
allocate resources in a transparent and equitable
resourced, organized and delivered in ways that
8
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
The Minister is responsible for periodically manner consistent with their annual service reflect their regions health needs, as well as
assessing the effectiveness of the funding and financial plan. Regional health authorities reflecting overall provincial goals and objectives.
methodology in addressing provincial goals and must also ensure that services are resourced,
Health care organizations are expected to
objectives. organized and delivered in ways that reflect
participate in any discussions respecting
their regions health needs, as well as reflecting
allocation of funds to be provided to the health
overall provincial goals and objectives.
care organization pursuant to an agreement
Regional health authorities must consult with under the Act.
health care organizations on the allocation of
1.0 STRATEGIC PLANNING

funds to be provided to the health care organiza-


tion pursuant to an agreement under the Act.

1.6 Determine provincial health service 1.6 Determine provincial health service 1.6 Determine provincial health service
priorities. priorities. priorities.

The Minister is responsible for providing clear Regional health authorities are responsible for Health care organizations are expected to
guidelines and directions to regional health the development of an budget subject to any provide to the regional health authority any
authorities regarding the preparation and Ministerial directives. Budgets are to be deliv- information the regional health authority requires
submission their budgets. The Minister will ered within the annual approved funding from the to develop strategic plan, budget or any other
also advise regional health authorities about province. related document.
the criteria and processes to be used in the
Regional health authorities are expected to Health care organizations are responsible for
evaluation of their budgets. Planning parameters
develop performance measures that will enable developing performance measures that will en-
and processes will be developed in collaboration
them to report on their performance relative to able them to report on their performance. These
with regional health authorities.
their annual service and financial plan, highlight- measures must not be inconsistent with regional
ing positive results as well as explaining any health authority practices.
variations from the plan.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

2.1 Provide clear guidelines and directions 2.1 Report on their activities to the 2.1 Report on their activities to the Minister
to regional health authorities Minister. and regional health authority.
regarding the reporting of financial,
administrative, statistical and clinical
information.

The Minister is responsible for providing clear Regional health authorities are required to Health care organizations are required to provide
guidelines and directions to regional health produce regular reports with respect to their such reports that may be required by the Minister
authorities and health care organizations activities and operations. These include annual and/or regional health authorities to fulfil their
regarding the preparation and submission of any reports, operational plans, quarterly service and responsibilities to the Legislative Assembly and
information and/or report required by legislation. financial reports as well as additional reports that the people of Saskatchewan.
Key standard reporting requirements will be may be required by the Minister to fulfil his/her
developed in collaboration with the regional responsibilities to the Legislative Assembly and
health authorities. the people of Saskatchewan
2.0 FISCAL MANAGEMENT AND REPORTING

2.2 Co-ordinate the development of 2.2 Safeguard the organizations resources 2.2 Safeguard the organizations resources
processes that support effective fiscal through sound fiscal policies and through sound fiscal policies and
management. effective internal controls. effective internal controls.

The Minister is responsible for working with Regional health authorities are responsible for Health care organizations are responsible for
the Ministry of Finance, the Provincial Auditor implementing internal controls that will protect implementing internal controls that will protect
and other external organizations to develop their human, information, capital and financial their human, information, capital and financial
processes that will support effective fiscal resources. resources.
management by regional health authorities and
Regional health authorities should also establish Health care organizations should also establish
health care organizations.
processes to assure its internal controls are processes to assure its internal controls are
effective. effective.

9
10
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

2.3 Work with the Provincial Auditor on 2.3 Commission an annual independent 2.3 Commission an annual independent
issues related to financial reporting. financial audit. financial audit.

The Minister is responsible for maintaining an Regional health authorities must annually Health care organizations must annually
effective working relationship with the Provincial commission an audit of their financial statements commission an audit of their financial statements
Auditor to ensure that the financial reporting by by an independent auditor. Regional health by an independent auditor. Health care
regional health authorities is adequate to ensure authorities must also have mechanisms in organizations must also have mechanisms
the Minister can fulfil his/her responsibilities place to ensure that their CEO follows up and in place to ensure that either the board of
to the Legislative Assembly and the people of reports back to the regional health authority on the organization or their CEO follows up and
Saskatchewan. recommendations arising from the annual audit. reports back to health care organization on
recommendations arising from the annual audit.
The Minister is responsible for reviewing and Regional health authorities are expected to
providing feedback to regional health authorities provide the Minister with financial statements, Health care organizations are expected to
with respect to their financial statement and any management letters and any other information provide the Minister and/or regional health
other reports provided to the Minister. and/or reports that provide information on their authority with financial statements, management
fiscal position. letters and any other information and/or reports
2.0 FISCAL MANAGEMENT AND REPORTING

that provide information on their fiscal position.


The date for submission of the audited financial
statements will meet provincial requirements.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

2.4 Ensure that consistent and comparable 2.4 Ensure that the health status and health 2.4 Support the regional health authority in
information is available to regional needs of the population being served assessing the health status and health
health authorities to assist them in the are assessed on an ongoing basis. needs of the population being served.
performance of their responsibilities
related to needs assessment.

The Minister, in collaboration with the regional The assessment of health status and health Health care organizations are responsible
health authorities, is responsible for collecting needs is the foundation of planning. Regional for assisting the regional health authority in
and co ordinating the distribution of relevant, health authorities are responsible for the ongoing assessing the health status and health needs of
comparable information to assist the authorities assessment of health needs within their regions. the population being served.
in carrying out their responsibilities. The This information needs to be incorporated into
assessment of health status and health needs is all aspects of regional planning. Regional health
the foundation of planning. It involves gathering status and information on health needs must be
relevant, reliable and valid information from a collected and disseminated in a consistent and
variety of sources about health status, health comparable basis across the province.
2.0 FISCAL MANAGEMENT AND REPORTING

determinants, community resources, service


utilization patterns and health needs. Consistent
and comparable information is required by both
the province and regional health authorities to
enable them to assess the health needs of the
province and individual regions. Working with
the regional health authorities, the Minister
will collect and co ordinate the distribution of
relevant, comparable information to assist the
authorities in carrying out their responsibilities.

11
12
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

3.1 Establish processes for effectively 3.1 Establish processes for effectively 3.1 Support the regional health authority
communicating to the public about communicating with the public. in effectively communicating with the
the health system and how to access public.
services.
3.0 RELATI0NSHIPS

The Minister is responsible for communicating Regional health authorities are responsible for Health care organizations are responsible
to the public about the strategic direction of the effectively communicating to the public about for assisting their respective regional health
provincial health system. their mandate, strategic direction, priorities authority inform people about the types of
the services provided by the regional health services being provided within the health region.
The Minister will ensure the development of
authorities as well as those provided by health
comprehensive and effective communications
care organizations and any other organization
processes that inform people how to obtain
that provides services on behalf of the regional
services, how to register concerns, how to deal
health authority.
with health emergencies, etc. The Minister
is responsible for assisting regional health Regional health authorities must ensure
authorities in the development of comprehensive that they have comprehensive and effective
and effective communications processes that communications processes that inform people
will inform people about the health system at a how to obtain services, how to register concerns,
provincial as well as a regional level. how to deal with health emergencies, etc.

The Minister, together with regional health Regional health authority bylaws, minutes, and
authorities, is responsible for ensuring that the annual reports must be available to the public.
public is aware of the range and type of available
Meetings of regional health authorities must be
health services and how those services can be
public, and should be advertised as such, unless
accessed.
a regional health authority determines that public
Further, the Minister is responsible for discussion of an issue would impair its ability to
working with regional health authorities in carry out its duties or would impact the privacy
the development of strategies that will ensure of an individual. Such exceptions should be rare,
that regional health authority meetings and since discussions held at a governance level
related activities are conducted in a clear should be appropriate to hold in public.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
and transparent manner that fosters public All resolutions must be passed during the public
confidence in the health system generally and in portion of a regional health authority meeting. In
regional health authorities specifically. addition, regional health authority minutes and
bylaws must be available to the public for review
during the normal business hours of the authority.
3.0 RELATI0NSHIPS

3.2 Co-ordinate the establishment of 3.2 Establish effective community 3.2 Support the regional health authoritys
effective community development development processes. community development processes.
processes.

The Minister may provide to regional health The development of effective community Support the regional health authoritys
authorities community development training and development processes that support the community development activities.
other related resources to assist the regional involvement of health care providers and the
health authorities in meeting their obligations to public is a key component of the revised health
develop an effective community development planning and accountability framework.
process.
As part of their community development
processes, regional health authorities are
expected to establish effective relationships with
stakeholders and their communities.

3.3 Assist regional health authorities 3.3 Develop an effective working 3.3 Develop an effective working
in developing effective working relationship with the health care relationship with their respective
relationships with the health care organizations in the region. regional health authority.
organizations in their regions.

The Minister is responsible for assisting re- It is important that regional health authorities It is important that health care organizations
gional health authorities in maintaining positive, maintain positive, functional relationships with maintain positive, functional relationships with
functional relationships with the boards and staff the boards and staff of health care organizations their regional health authorities and their staff in
of health care organizations which they contract and with other providers, which they contract the provision of health services.

13
with to provide services. This includes providing with to provide services. This includes involving
14
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
clarity, through legislation and policy, with respect health care organizations and other providers
to the respective roles and responsibilities of the in the operational and financial planning and
regional health authorities and the health care or- evaluation activities of the region if the goals of
ganizations. Day-to-day management of the rela- service integration are to be achieved.
tionship with health care organizations rests with
the regional health authorities. Where regional
3.0 RELATI0NSHIPS

health authorities and health care organizations


are unable to reach an agreement and to resolve
their differences through mediation, the Minister
is responsible for resolving any outstanding mat-
ters and for setting the terms of an agreement.

3.4 Assist regional health authorities 3.4 Develop an effective working 3.4 Develop an effective working
in developing an effective working relationship with health care relationship with health care
relationship with health care professionals. professionals.
professionals.

Through consultative bodies established It is important that regional health authorities It is important that health care organizations
by the Minister/ministry, the Minister will maintain positive, functional relationships with maintain positive, functional relationships with
support processes that encourage the advice, their health care professionals. Regional health their health care professionals. Health care
opinions, views and involvement of health care authorities need to ensure that their health care organizations need to ensure that their health
professionals into decisions about the health professionals have a means of identifying issues care professionals have a means of identifying
system. to their regional health authority as well as sup- issues to the health care organization as well as
porting their participation in the decision-making supporting their participation in the decision-
processes of the regional health authority. making processes of the regional health
authority.
Regional health authorities need to support the
involvement of health care organization staff
on provincial forums, on advisory bodies and
their involvement in professional development
activities.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

4.1 Ensure that a legislative, regulatory and 4.1 Ensure that effective quality 4.1 Ensure that effective quality
policy framework exists that promotes improvement and risk management improvement and risk management
effective quality improvement and risk practices are in place. practices are in place.
management practices.

The Minister is responsible for ensuring the Regional health authorities are responsible Health care organizations are responsible
appropriate legislative, regulatory and policy for ensuring the quality of care and services for ensuring the quality of care and services
framework exists so that regional health provided within their regions. This includes provided within their regions. This includes
authorities can effective quality improvement having in place performance monitoring systems having in place performance monitoring systems
4.0 QUALITY MANAGEMENT

and risk management practices. that ensure effective quality improvement and that ensure effective quality improvement and
risk management practices are promoted and risk management practices are promoted and
The Minister is responsible for working with
implemented. These practices must meet or implemented. These practices must meet or
regional health authorities to develop processes
exceed recognized best practices or standards. exceed recognized best practices or standards.
and procedures that will assist them in ensuring
the means are in place to monitor, evaluate Regional health authorities and health care Health care organizations policies and
and continuously improve the quality of health organizations are expected to work together procedures must be consistent with
services, within available resources. to adopt where reasonable consistent quality Accreditation Canada and other national quality
improvement and risk management practices, and patient safety standards with which the
consistent with Accreditation Canada and other regional health organizations and affiliated
national quality and patient safety standards. organizations are required to comply in order to
maintain accreditation status.

Regional health authorities and health care


organizations are expected to work together
to adopt where reasonable consistent
quality improvement, patient safety and risk
management practices.

15
16
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

4.2 Ensure that a legislative, regulatory and 4.2 Ensure that effective processes are in 4.2 Ensure that effective processes are in
policy framework exists that promotes place that address issues related to the place that address issues related to the
patient safety. quality of health services and patient quality of health services and patient
safety. safety.

The Minister is responsible for ensuring an Regional health authorities are responsible Health care organizations are responsible
policy framework exists so that regional health for ensuring the quality of care and services for ensuring the quality of care and services
authorities can address issues related to patient provided within their region. This includes having provided by their organizations. This includes
safety effectively. systems in place to monitor and report on quality having systems in place to monitor and report on
4.0 QUALITY MANAGEMENT

issues and concerns. quality issues and concerns.


The Minister is responsible for working with
regional health authorities to develop processes Having sound processes in place to receive and Health care organizations are expected to work
and procedures such as the Quality of care Co- resolve the concerns of the public is a necessary with the Regional Quality of Care Co-ordinator in
ordinators that will ensure that issues related to component of effective quality management. The resolving the concerns of the public.
patient safety and the quality of health services public must be kept informed of these processes
are addressed in a timely manner. including how to access the Quality of Care
Co-ordinator. An effective concern resolution
process also assists in building confidence with
the public and in improving service quality.

4.3 Implement and co-ordinate processes 4.3 Ensure the privacy of health 4.3 Ensure the privacy of health
that protect the privacy of health infor- information. information.
mation throughout the health system.

The Minister is responsible for ensuring that The regional health authority is responsible for Health care organizations are responsible
regional health authorities and health care ensuring that the health authority protects the for ensuring that they protect the privacy of
organizations are aware of their responsibilities privacy of individual and personal information individual and personal information and uses
for guaranteeing the privacy of information and and uses information only for appropriate and information only for appropriate and legal
for making certain that personal information is to legal purposes. purposes.
be used only for appropriate and legal purposes.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
The regional health authority is required to Health care organizations are required to comply
comply with all confidentiality and privacy with all confidentiality and privacy legislation.
legislation.
Regional health authorities and health care
Regional health authorities and health care organizations are expected to work together
organizations are expected to work together to harmonize where reasonable their privacy
to harmonize where reasonable their privacy activities to ensure consistency of application.
activities to ensure consistency of application.

4.4 Identify potential risks to regional 4.4 Identify risks to their organization and 4.4 Identify risks to their organization and
4.0 QUALITY MANAGEMENT

health authorities and in collaboration ensure policies for risk management ensure policies for risk management
with regional health authorities develop and improved safety. and improved safety.
strategies to mitigate those risks and
improved safety

The Minister is responsible for identifying Regional health authorities are responsible for Health care organizations are responsible for the
potential risks to regional health authorities and the identification and mitigation of risks. The identification and mitigation of risks. The focus
health care organizations and where appropriate focus of risk management at the governance level of risk management at the governance level
develop strategies in conjunction with the is to minimize loss. Regional health authorities is to minimize loss. Health care organizations
regional health authorities to mitigate risks. should ensure that policies and processes are should ensure that policies and processes are
in place to minimize loss (examples include in place to minimize loss (examples include
adequate insurance coverage, code of ethics, adequate insurance coverage, code of ethics,
contract management rules, signing authorities contract management rules, signing authorities
and investment restrictions). Regional health and investment restrictions). Health care
authorities are expected to provide timely advice organizations are expected to provide timely
to the Minister of Health of any substantial risks advice to their regional health authority of any
to their organizations. substantial risks to their organizations.

17
18
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

5.1 Ensure that standards are established 5.1 Ensure their organizations information 5.1 Ensure their organizations information
with respect to information systems and management practices systems and management practices
requirements and management systems meet their and the Ministers need for meet the regional health authorities
in order to meet the regional health information. and the Ministers need for information.
authorities and the Ministers need for
information to support decision making.

In collaboration with the regional health Regional health authorities information systems Health care organizations information systems
authorities, other providers and key players in and management practices should provide and management practices should provide
the health system, the Minister is responsible operational, financial and other performance operational, financial and other performance
for establishing standards for information and information required by both the regional information required by both the regional
management systems that support the decision- health authorities and the Minister of Health. health authorities and the Minister of Health.
making requirements of the health system. Such Such information should be relevant, reliable, Such information should be relevant, reliable,
standards should be consistent and co-ordinated, understandable and timely. Information systems understandable and timely. Information systems
thereby ensuring reliable, understandable and should comply with provincial information should comply with provincial information
timely information. standards and contribute to the development of a standards and contribute to the development of a
provincial health information system. provincial health information system.
5.0 MONITORING, EVALUATION AND REPORTING

5.2 Assess and report on the status of the 5.2 Assess and report on the health 5.2 Health care organizations are to assist
health system in addressing the health authoritys performance in addressing regional health authorities in assessing
needs of the province. the health needs of its population. and reporting on the health authoritys
performance in addressing the health
needs of its population.

The Minister is responsible for assessing and Regional health authorities are expected to assist Health care organizations are expected to assist
reporting on overall health system performance in the assessment of health system performance their regional health authority in the assessment
and in assisting regional health authorities in be- including collaboration in the development of of regional and health care organization
ing able to assess and report on their overall per- common assessment instruments. performance.
formance relative to the overall health system.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
Requirements for health system assessment Regional health authorities are expected to Health care organizations are expected to assist
and reporting will be developed and refined on continuously gather and analyse information regional health authorities in gathering and
an ongoing basis in collaboration with regional that will allow them to report on their overall analysing information that will allow the regional
health authorities. performance. The periodic evaluation of health authority to report on the regions overall
strategies, programs and services, in terms performance.
of their responsiveness to health needs and
their impact on desired health outcomes, is an
important component of effective governance.

5.3 Co-ordinate the development of 5.3 Ensure processes are in place to moni- 5.3 Ensure processes are in place to moni-
processes that monitor, evaluate and tor, evaluate and continuously improve tor, evaluate and continuously improve
continuously improve the quality of the quality of work-life. the quality of work-life.
work-life.

The Minister is responsible along with regional Although it is the responsibility of management Although it is the responsibility of management
health authorities to develop, monitor and to develop and manage the quality of work- to develop and manage the quality of work-life
evaluate processes that lead to continuous life within the health region, regional health within the health care organization, health care
improvement in the quality of work-life. authorities are responsible for ensuring the organizations are responsible for ensuring the
5.0 MONITORING, EVALUATION AND REPORTING

establishment of mechanisms to monitor and establishment of mechanisms to monitor and


evaluate the quality of work-life and provide evaluate the quality of work-life and provide
direction to management as needed. direction to management as needed.

19
20
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

6.1 Develop processes for the ongoing 6.1 Develop processes for the ongoing 6.1 Develop processes for the ongoing
education of regional health authority education of regional health authority education of health care organization
and health care organization members. members. board members.

The Minister is responsible for the ongoing Regional health authorities must develop Health care organizations must develop
education of regional health authority members processes for the ongoing education of their processes for the ongoing education of their
and health care organizations as it relates to members with respect to their roles and board members with respect to their roles and
their roles and responsibilities with respect to responsibilities. A comprehensive education responsibilities
the provision of health services. The Minister program for each regional health authority
Health care organizations must also ensure that
shall periodically advise regional health authority member is essential for personal and regional
their board members participate in continuing
and health care organizations members of health authority effectiveness.
education opportunities that are developed
any performance requirements that they are
Regional health authorities must also ensure provincially and regionally for that purpose.
expected to achieve. This will be done in
that their members participate in continuing
collaboration with regional health authorities and
6.0 MANAGEMENT AND PERFORMANCE

education opportunities that are developed


health care organizations.
provincially and regionally for that purpose.

6.2 Assist regional health authorities in 6.2 Make clear and informed decisions that 6.2 Make clear and informed decisions that
ensuring the transparency of board all members can support. all members can support.
decision-making.

The Minister shall clearly communicate the Regional health authorities need to utilize an Health care organizations need to utilize an
expectations surrounding the transaction of explicit process of decision-making that is explicit process of decision-making that is
regional health authority business in public transparent and that all members support. transparent and that all members support.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:
including the form and content of regional health All regional health authority members should Health care organizations board members should
authority minutes or any other public document. support decisions made by their regional health support decisions made by their organization.
authority.
The Minister shall assist regional health authori- Each health care organization shall establish
ties and health care organizations in developing Each regional health authority shall establish a code of ethics concerning health care
explicit processes of decision-making that all a code of ethics concerning regional health organization member conduct.
members are prepared to support. authority member conduct.

6.3 Assist regional health authorities 6.3 Perform an annual assessment of 6.3 Perform an annual assessment of
and health care organizations in the their performance and use those their performance and use those
development of various instruments results to continuously improve their results to continuously improve their
that will enable them to assess and performance. performance.
support continuous improvement in
their performance.
6.0 MANAGEMENT AND PERFORMANCE

The Minister is responsible for assisting regional Regional health authorities should formally Health care organizations should formally
health authorities and health care organizations assess their performance at least annually, assess their performance at least annually,
in the development of standardized assessment using instruments developed both provincially using instruments developed both provincially
instruments that will allow them to assess their and locally, as well as through other means. This and locally, as well as through other means. This
own performance relative to other regional process will identify areas of strength, as well process will identify areas of strength, as well
health authorities and health care organizations. as areas requiring improvement. Assessment as areas requiring improvement. Assessment
This process will identify areas of strength, as results should be used by the regional health results should be used by the health care
well as areas requiring improvement. authorities to assist in making the changes organizations to assist in making the changes
required to improve performance. Processes required to improve performance. Processes
should include the opportunity for input into the should include the opportunity for input into the
assessment by other partners. assessment by other partners.

21
22
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

6.4 Assist in the establishment of process- 6.4 Establish sound processes for recruit- 6.4 Establish sound processes for recruit-
es for recruitment and evaluation of the ment, appointment and evaluation of ment, appointment and evaluation of
Chief Executive Officer. their Chief Executive Officer. their Chief Executive Officer.

As requested by a regional health authority or a Regional health authorities are responsible for Health care organizations are responsible for
health care organization the Minister will provide hiring their Chief Executive Officer (CEO) to carry hiring their Chief Executive Officer (CEO) to carry
assistance to the regional health authority in out the work of the organization as defined by the out the work of the organization as defined by the
the recruitment, appointment and evaluation of regional health authoritys policies and plans. health care organizations policies and plans.
its Chief Executive Officer (CEO). The Minister
Ensuring that the CEO has the necessary Ensuring that the CEO has the necessary
will assist the regional health authority or a
qualifications, setting clear expectations and qualifications, setting clear expectations and
health care organization in determining whether
regularly evaluating the performance of the CEO regularly evaluating the performance of the CEO
prospective CEOs (and other senior managers)
will enable a regional health authority to have will enable a health care organization to have
have the necessary qualifications and experience
well-founded trust and confidence in their CEO. well-founded trust and confidence in their CEO.
that will enable the regional health authority or
6.0 MANAGEMENT AND PERFORMANCE

At the same time, it will confirm for the CEO that At the same time, it will confirm for the CEO that
a health care organization to meet its goals and
the regional health authority has confidence the health care organization has confidence
objectives.
in his/her ability and ongoing performance in in his/her ability and ongoing performance in
The Minister will work with regional health au- fulfilling the expectations of the regional health fulfilling the expectations of the health care
thorities or a health care organization to develop authority. organizations.
a comprehensive evaluation process for CEOs to
Regional health authorities are also expected to Health care organizations as appropriate are
be applied on a province-wide basis.
participate in the development and application of expected to utilize province-wide CEO evaluation
a province-wide CEO evaluation process. process.
The Minister is expected to: Regional health authorities Health care organizations
are expected to: are expected to:

6.5 Ensure an effective working relation- 6.5 Establish an effective working relation- 6.5 Establish an effective working relation-
ship between the ministry and regional ship with their Chief Executive Officer. ship with their Chief Executive Officer.
Chief Executive Officers is established.

The Minister is responsible for ensuring that the The key to a successful relationship between The key to a successful relationship between
ministry develops and maintains an effective a regional health authority and its CEO is the a health care organizations and its CEO is the
relationship with regional health authority CEOs degree to which the regional health authority and degree to which the health care organizations
both individually and collectively through such the CEO are able to clearly define each others and the CEO are able to clearly define each
mechanisms as the Leadership Council. The key roles and are able to work in partnership. others roles and are able to work in partnership.
to a successful relationship between regional
Regional health authorities delegate their powers Health care organizations delegate their powers
health authority CEOs and the ministry is the
and authority to their CEOs through bylaws and and authority to their CEOs through bylaws and
degree to which both are able to clearly under-
policies, which set the parameters of decision- policies, which set the parameters of decision-
stand each others roles and are able to work in
making, conduct and accountability. This allows making, conduct and accountability. This allows
collaboration.
6.0 MANAGEMENT AND PERFORMANCE

regional health authorities and CEOs to identify health care organizations and CEOs to identify
which issues will typically be addressed by a which issues will typically be addressed by a
regional health authority and/or the CEO. health care organization and/or the CEO.

6.6 Assist in the training of regional health 6.6 Ensure a succession plan is in place for 6.6 Ensure a succession plan is in place for
authority and health care organization senior executives. senior executives.
staff to ensure a succession plan is in
place for senior executives.

As requested by a regional health authority or a Regional health authorities must establish Health care organizations must establish
health care organization, the Minister may pro- a succession plan, which will enable their a succession plan, which will enable their
vide assistance in the training and development organization to operate effectively in the event organization to operate effectively in the event
of senior executives to enable them to operate that the CEO or other key executives leave the that the CEO or other key executives leave the
effectively in the event that the CEO or other key organization. organization.
executives depart.

23
24
SUMMARY
MINISTER RHAs HCOs
1.0 STRATEGIC PLANNING
1.1 Establish the overall strategic direction of the 1.1 Establish vision, mission and values 1.1 Establish vision, mission and values
health system and to communicate that to consistent with the strategic direction consistent with the strategic direction
regional health authorities. provided by the province and to establish the provided by the province and their respective
directions, key expectations and performance regional health authority and to establish the
measures for their health region. directions, key expectations and performance
measures for their organizations.
1.2 Develop legislation, regulations, provincial 1.2 Support and comply with legislation, regu- 1.2 Support and comply with legislation, regu-
policies and Ministerial directives that lations, provincial policies and Ministerial lations, provincial policies and Ministerial
support the achievement of the strategic directives that promote the achievement of directives that promote the achievement of
direction of the health system. the strategic direction of the health system. the strategic direction of the health system.
1.3 Develop and identify those intersectoral 1.3 Develop intersectoral alliances and/or 1.3 Develop intersectoral alliances and/or
alliances and/or partnerships that promote partnerships with other organizations. partnerships with other organizations.
the strategic direction of the health system.
1.4 Provide clear accountability guidelines and 1.4 Fulfil their accountability to the 1.4 Fulfil their accountability to the Minister of
directions to regional health authorities. Minister of Health. Health and the regional health authority
1.5 Ensure the effective planning and delivery of 1.5 Ensure the planning and delivery of quality 1.5 Ensure the planning and delivery of
quality health services. health services. quality health services.
1.6 Determine provincial health service 1.6 Determine regional health service 1.6 Determine health care organization service
priorities. priorities. priorities.
1.7 Allocate resources for delivery of 1.7 Allocate regional resources for 1.7 Allocate health care organization for
services. delivery of services. delivery of services.
1.8 Provide clear guidelines and directions to 1.8 Submit an operational plan and the annual 1.8 Submit to the regional health authority any
regional health authorities regarding the service within the approved budget. information the regional health authority
preparation and submission of an operational. requires to develop its strategic plan, budget
or any other related document that the
regional health authority may be required to
develop from time to time.
2.0 FISCAL MANAGEMENT AND REPORTING
2.1 Provide clear guidelines and directions 2.1 Report on their activities to the Minister. 2.1 Report on their activities to the Minister and
to regional health authorities regarding regional health authority.
the reporting of financial, administrative
statistical and clinical information.
2.2 Co ordinate the development of processes 2.2 Safeguard the organizations resources 2.2 Safeguard the organizations resources
that support effective fiscal management. through sound fiscal policies and effective through sound fiscal policies and effective
internal controls. internal controls.
2.3 Work with the Provincial Auditor on issues 2.3 Commission an annual independent 2.3 Commission an annual independent
related to financial reporting. financial audit. financial audit.
2.4 Ensure that consistent and comparable 2.4 Ensure that the health status and health 2.4 Support the regional health authority in
information is available to regional health needs of the population being served are assessing the health status and health needs
authorities to assist them in the performance assessed on an ongoing basis. of the population being served.
of their responsibilities related to needs
assessment.
3.0 RELATIONSHIPS
3.1 Establish processes for effectively 3.1 Establish processes for effectively 3.1 Support the regional health authority in
communicating to the public about the health communicating with the public. effectively communicating with the public.
system and how to access services.
3.2 Co-ordinate the establishment of effective 3.2 Establish effective community development 3.2 Establish effective community development
community development processes. processes. processes.
3.3 Assist regional health authorities in 3.3 Develop an effective working relationship 3.3 Develop an effective working relationship
developing effective working relationships with the health care organizations in the with their respective regional health
with the health care organizations in their region. authority.
region.
3.4 Assist regional health authorities in 3.4 Develop an effective working relationship 3.4 Develop an effective working relationship
developing an effective working relationship with health care professionals. with health care professionals.
with health care professionals.

25
26
4.0 QUALITY MANAGEMENT
4.1 Ensure that a legislative, regulatory and 4.1 Ensure that effective quality improvement 4.1 Ensure that effective quality improvement
policy framework exists that promotes quality and risk management practices are in place. and risk management practices are in place
improvement and risk management practices.
4.2 Ensure that a legislative, regulatory and 4.2 Ensure that effective processes are in place 4.2 Ensure that effective processes are in place
policy framework exists that promotes that address issues related to the quality of that address issues related to the quality of
patient safety. health services and patient safety. health services and patient safety.
4.3 Implement and co-ordinate processes that 4.3 Ensure the privacy of health information. 4.3 Ensure the privacy of health information.
protect the privacy of health information
throughout the health system.
4.4 Identify potential risks to regional health 4.4 Identify risks to their organization and ensure 4.4 Identify risks to their organization and ensure
authorities and in collaboration with regional policies for risk management. policies for risk management.
health authorities develop strategies to
mitigate those risks.
5.0 MONITORING, EVALUATION AND REPORTING
5.1 Ensure that standards are established with 5.1 Ensure their organizations information 5.1 Ensure their organizations information
respect to information requirements and systems and management practices meet the systems and management practices meet the
management systems in order to meet the regional health authorities and the Ministers regional health authorities and the Ministers
regional health authorities and the Ministers need for information. needs for information.
need for information to support decision
making.
5.2 Assess and report on the status of the health 5.2 Assess and report on the health 5.2 Health care organizations are to assist
system in addressing the health needs of the authoritys performance in addressing the regional health authorities in assessing and
province. health needs of its population. reporting on the health authorities
performance in addressing the health
needs of its population.
5.3 Co-ordinate the development of processes 5.3 Ensure processes are in place to monitor, 5.3 Ensure processes are in place to monitor,
that monitor, evaluate and continuously evaluate and continuously improve the quality evaluate and continuously improve the quality
improve the quality of work-life. of work life. of work-life.
6.0 MANAGEMENT AND PERFORMANCE
6.1 Develop processes for the ongoing 6.1 Develop processes for the ongoing education 6.1 Develop processes for the ongoing
education of regional health authority and of regional health authority members. education of health care organization
health care organizations members. board members.
6.2 Assist regional health authorities in ensuring 6.2 Make clear and informed decisions that all 6.2 Make clear and informed decisions that all
the transparency of board decision-making. members can support. members can support.
6.3 Assist regional health authorities and health 6.3 Perform an annual assessment of their 6.3 Perform an annual assessment of their
care organizations in the development of performance and use those results to performance and use those results to
various instruments that will enable them to continuously improve their performance. continuously improve their performance.
assess and support continuous improvement
in their performance.
6.4 Assist in the establishment of processes for 6.4 Establish sound processes for recruitment, 6.4 Establish sound processes for recruitment,
the recruitment and evaluation of the Chief appointment and evaluation of their Chief appointment and evaluation of their Chief
Executive Officer. Executive Officer. Executive Officer.
6.5 Ensure an effective working relationship 6.5 Establish an effective working relationship 6.5 Establish an effective working relationship
between the ministry and regional Chief with their Chief Executive Officer. with their Chief Executive Officer.
Executive Officers is established.
6.6 Assist in the training of regional health 6.6 Ensure a succession plan is in place for 6.6 Ensure a succession plan is in place for
authority and health care organization staff senior executives. senior executives.
to ensure a succession plan is in
place for senior executives.

27
ASSESSING
THE ROLE OF
THE BOARD IN
STRATEGY

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Introduction
Within the context of a regional health authority or Saskatchewan Cancer Agency, the board provides
strategic leadership and direction of the organization by establishing the vision, mission, and core
values in accordance with the provincial strategic direction. The board also establishes policies, makes
decisions, and monitors performance related to the key dimensions of board business as well as its own
effectiveness; whereas management is focused on development of operational plans, policy options,
appropriate reports to support decisions and management of operations consistent with board policy.

The following table is an example of a framework in which the responsibilities for the strategy and
strategic planning are divided between the board and senior management. The division may be flexible
depending on the size, complexity, and resources of the organization.

RESPONSIBILITY
TASK
Board Management

Providing leadership and direction in developing a strategic plan


Developing and implementing or operationalizing a strategic plan
Assessing and approving the strategic planning process

Establishing the vision, mission, and core values;


Demonstrating integrity and ethical leadership in support of the
board responsibilities with respect to development and periodical
review of its mission and objectives

Ensuring that key financial objectives and indicators are


developed for approval by the board and monitoring performance
against these objectives
Ensuring financial performance and appropriate systems and
structures are in place for the effective management of the board

Preparing operating plans


Preparing budgets
Approving budgets

This tool/survey instrument is designed to assist boards in assessing their role in the establishing the
strategic direction of the regional health authority as well as providing the Governance Committee with
information about the education/training requirements of regional health authority boards.

1
Strategic Planning & the Board
Strategy refers to an organizations long term (5 years +) mission, vision, values, & objectives and
includes the choice (i.e. mix and emphasis) of major program areas.

How many board meetings does the organization have per year?

1 2 3 4 5 6 7 8 9 10 11 12 13+

How many board meetings are spent discussing the organizations overall strategy each year?

1 2 3 4 5 6 7 8 9 10 11 12 13+

The average length of time spent discussing the strategy in each board meeting is:

hour(s) minutes

What areas of strategy does your board spend most of its time on?

Components of strategy Percentage of time spent

Mission? (i.e. the statement of the relationship which the organization


wishes to have with its key stakeholders
Vision? (i.e., a massively inspiring, overarching, long-term goal)
Values? (i.e., ethical and moral principles)
Objectives? (i.e. targets used to numerically measure progress against
the mission, vision and values)
Choice of major programs and services
100%

Do meeting agendas/topics align with the boards strategic plan?

Yes No

Does your organization have a formal strategic planning committee?

Yes No

If not, has the board discussed the need to establish a committee?

Yes No

2
How many committee meetings are spent discussing the organizations overall strategy each year?

1 2 3 4 5 6 7 8 9 10 11 12 13+

The average length of time spent discussing the strategy in each committee meeting is:

hour(s) minutes

Should the board be spending more time on strategy? (please circle)

Yes No

If Yes, above,

How much more time? Number of meetings hours at each meeting

Does the board have a formal retreat set aside to discuss strategic issues? (please circle)

Yes No

If Yes, above,

How long? (Days) (Hours)

Does the board formally periodically review the regional health authoritys: Yes No
Mission? (i.e. the statement of the relationship which the organization wishes to have
with its key stakeholders
Vision? (i.e., a massively inspiring, overarching, long-term goal)
Values? (i.e., ethical and moral principles)
Objectives? (i.e. targets used to numerically measure progress against the mission, vision
and values)
Choice of major programs and services

Does the board formally approve the regional health authoritys: Yes No
Mission? (i.e. the statement of the relationship which the organization wishes to have
with its key stakeholders
Vision? (i.e., a massively inspiring, overarching, long-term goal)
Values? (i.e., ethical and moral principles)
Objectives? (i.e. targets used to numerically measure progress against the mission, vision
and values)
Choice of major programs and services

3
To what extent is the board involved in helping to formulate, develop or change the organizations:
To the Greatest
Not at all Somewhat Moderately Considerably
Extent
Mission?
Vision?
Values?
Objectives?
Choice of major
programs and
services

Approximately how much time do you (as a director of the organization) spend each year outside
the board meetings independently reviewing:

overall (corporate) strategy? hour(s)


individual business strategies? hour(s)
operating plans? hour(s)

To what extent do you receive the following information as part of your board package on strategy
and to what extent is this actively discussed by board members: (refer to legend on right)
Extent of Info/Discussion:
0 - None 1 - Some 2 - Moderate 3 - Considerable 4 - To the Greatest

Extent of Extent of
Information Discussion
Environment assessment
Internal resources (people, competencies, skills, capital, equipment,
facilities etc.) analysis strengths and weaknesses
Entry and exit from major programs and/or services
Risk analysis financial, strategic, operational, major hazard, etc.
Planning assumptions
Major strategic alternatives considered and rejected
Rationales for the proposed strategy
The degree of organizational alignment with the strategy for strategy
execution
Financial and other measures

4
Overall how satisfied is the board with its organizations overall (corporate) strategy?

1 2 3 4 5 6 7 8 9 10
NOT AT ALL TO THE
GREATEST
EXTENT

Overall, how satisfied is your board with the organizations strategic planning process?
(please circle)

1 2 3 4 5 6 7 8 9 10
NOT AT ALL TO THE
GREATEST
EXTENT

Overall, how satisfied is your board with its level of involvement and participation in the
organizations strategic planning process? (please circle)

1 2 3 4 5 6 7 8 9 10
NOT AT ALL TO THE
GREATEST
EXTENT

In your opinion what are the three (3) greatest improvements that could aid your board in the
strategic planning process?

(1)

(2)

(3)

5
6
BOARD
CHARTER
TOOL

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Introduction and collective jobs. Additionally, the process
assists members in understanding how their role
Over the years boards have developed
fits in helping the organization fulfills its purpose.
comprehensive policy manuals that attempt to
define their board governance model as well Both in the initial development of a board
as address a number of organizational and charter and in subsequent reviews, the process
operational issues. By their very nature, these affords boards the opportunity to review and
manuals are not conducive to the boards and the discuss their knowledge and understanding of
publics understanding of what is the boards the policy and legislative framework that impacts
job? and how the board does its job? the governance of the organization. It also
provides an opportunity for members to review
A board charter succinctly defines the boards
and assess best practices and how applying these
roles and responsibilities as well as functions
practices can support more effective governance
and structures in a way that supports the board
within the organization.
in carrying out its strategic oversight function.
It is a synopsis, written in plain language, that In addition to providing clarification for the
details aspects like board purpose, structure board, a charter makes board functions and
and composition plus specific duties and operations transparent to the public. The charter
responsibilities. The charter also details the also makes clear the organizations purpose and
governance processes used to fulfill the roles and values. Furthermore, the charter can be used as
responsibilities. the foundation for both the board and publics
assessment of the organizations performance in
The development of a board charter can be an
fulfilling its roles and responsibilities.
important activity for a board in that it provides
a unique opportunity for the board to think
The Difference Between
creatively and critically about their specific roles Bylaws and a Board Charter
and responsibilities and how their strategic
and operational plans align with the provinces Typically, bylaws deal with the procedural issues
strategic direction and expectations with respect related to the conduct of board and committee
to board governance. meetings as well as board structure, and in
particular the establishment and composition of
The Benefits of Developing board committees. The bylaws are approved by
a Board Charter the Minister of Health and are a legal document.

A board charter helps to define the organizations In contrast, a board charter is a governance
direction and to set operational goals that can document that details the roles and/or
be followed. The development of a board charter responsibilities of the board which are directly
can be an important activity for a board in that linked to the Regional Health Authorities/
it provides an opportunity for the board to think Saskatchewan Cancer Agencys strategic plan,
creatively and critically about their specific roles functions and structures.
and responsibilities. More so, given that a board
charter is developed and adopted by the board as Developing a Board Charter
a whole, it provides an opportunity for members A board charter includes but is not limited to: the
to gain a clear understanding of their individual objective of the board, the boards composition,

1
meeting procedures, significant duties and At the local level, these include regional strategic
responsibilities of members, committee and operational plans as well as policies,
composition, and evaluations. Given that the procedures and bylaws.
boards for a variety of purposes have already
Developed within the governance and
developed many of the elements of a board
accountability framework, The Regional
charter, the boards can fairly easily develop their
Health Authorities and Saskatchewan Cancer
board charter based on exiting policies or policy
Agencys Guide to Corporate Governance in
manual/framework and/or policy processes. By
the Saskatchewan Health Sector also contains
building on existing activities and policies of the
guidelines to assist boards in developing a
boards, a board charter can in fact be a relatively
governance model that fits their specific needs
short document that can be readily used by
and circumstances in carrying out their strategic
members on a regular basis.
plan that is consistent with the provincial
direction. Collectively, these resources influence a
The Board Charter in the
boards charter.
Saskatchewan Health Sector
The following diagram (Figure 1) provides
Currently, the Saskatchewan health sector has an
an understanding of the interrelationship of
accountability and governance framework that
the various documents at the provincial and
consists of documents at both the provincial and
RHA/SCA levels and how they influence a
local levels. At the provincial level, these include:
board charter. Each provincial document has a
The Action Plan for Saskatchewan Health
counterpart at the local level.
Care, The Regional Health Services Act, the
regulations under the Act, The Cancer Agency
Act, the Roles and Expectations of the Minister
of Health, and the Accountability Document.

2
Strategic Governance- Management-
Areas Legislation
Direction Focused Focused

The Regional
Provincial
Level
The Action Plan
Health Services
Act/The Cancer
Roles and
Expectations
Accountability
Document W
Agency Act
H
A
Regional
Level
Strategic Plan Bylaws
RHA/SCA
Policies and
Budget
Operational Plan T
Procedures Annual Report

Performance Legislative RHA/SCA Performance


Outcomes
Measure Compliance Performance Indicators

Guide to Corporate Governance - How Components for Governance


(Generic with tools and examples) H
How to Do
O
W
Policy Manual/Framework - How Components for Governance
(Health Region-specific)

Figure 1.

3
4
TEMPLATE

5
6
The Board of Directors of
ORGANIZATION NAME
BOARD CHARTER
1. Introduction

The ORGANIZATION NAME board is responsible for the governance practices of the organization.
The board derives its authority to act from The Regional Health Services Act OR The Cancer Agency
Act. The conduct of the board is governed by ORGANIZATION NAME General Bylaws.

Building on the roles and expectations outlined in the provincial document Roles and Expectations
of the Minister of Health and Saskatchewans Regional Health Authorities, this Charter details the
roles and responsibilities, functions and structures of the board of the ORGANIZATION NAME
that are linked to the Accountability Document and our strategic plan. Our board shall review this
Charter annually.

Pursuant to The Regional Health Services Act and The Cancer Agency Act, the board is responsible for
the planning, organizing, delivering and evaluating health services provided within its health region
and Saskatchewan and any other area that my be directed by the Minister of Health. The board is
accountable for the overall management and control of the health region and Saskatchewan and is
accountable to the Minister of Health to achieve the provincial and regional goals and objectives for
health services.

Major services that the regional health authority is responsible for include:

hospitals, health centers, wellness centers and social centers;


emergency response services, including first responders, ambulance;
supportive care, such as long-term care, day programs, respite, palliative care and programs for
patients with multiple disabilities;
home care;
community health services, such as public health nursing, public health inspection, dental
health, vaccinations and speech pathology;
mental health services; and
rehabilitation services.

OR

Major services that The Cancer Agency is responsible for providing include services for:

the detection, diagnosis, testing, treatment and monitoring of individuals, including follow-up
care, performance outcome analysis and assessment of treatment outcomes;
the provision and delivery of treatment or rehabilitation services to individuals;
the education of health care providers and Saskatchewan residents respecting cancer and the
prevention of cancer;
the prevention and screening of individuals for cancers;
cancer research and studies, including statistical analysis; and
any other prescribed matter.

7
2. Our composition

In accordance with the Act and regulations, the Lieutenant Governor in Council appoints the
INSERT NUMBER OF MEMBERS members of the board through an Order-in-Council. The
members of the board form the governing body of the organization.

Membership and term of appointment to the board of ORGANIZATION NAME is set out in The
Regional Health Services Act. Each board member should possess the qualities set out in our General
Bylaws.

The ORGANIZATION NAME has all the powers prescribed in The Regional Health Services Act and
the regulations and any other applicable legislation OR The Saskatchewan Cancer Agency derives its
powers as prescribed in The Cancer Agency Act.

3. Meetings

The board shall meet at least INSERT MINIMUM NUMBER OF BOARD MEETINGS times per
year as scheduled by the board Chairperson. With the exception of in-camera meetings, meetings of
the board shall be held in public and meeting notices for the public shall be published one week prior
to the meeting. The conduct of board meetings and proceedings are contained in our General Bylaws.

For regularly scheduled meetings, an agenda and other necessary documentation is provided to
members in advance. Meeting agendas are set by the Chairperson, in conjunction with discussions
with the CEO, and are structured throughout the year to ensure that significant responsibilities and
goals of the board are addressed. Our members attend meetings regularly and are adequately prepared
to participate meaningfully in discussions. The Chairperson calls special meetings of the board and
the secretary makes best effort that notice of the special meeting and its agenda are provided to the
board not less than 48 hours prior to the meeting. Unless otherwise specified, all decisions of the
board shall be by majority vote of the members at any meetings where a quorum is present.

4. Our Duties and Responsibilities

As outlined in our General Bylaws, the ORGANIZATION NAME board shall provide strategic
direction and effective oversight of ORGANIZATION NAME. We shall govern in alignment with
current corporate governance best practices.

In general, some of our key responsibilities are to:

establish and review on a regular basis the mission, objectives, values and strategic plan of the
board in relation to the provision, within available resources, of appropriate programs and
services in order to meet the needs of the residents in the health region and Saskatchewan;
establish, on an annual basis, board goals, objectives and values to ensure the effective and
efficient governance of the board;
establish procedures for monitoring compliance with the requirements of The Regional Health
Services Act, regulations, The Cancer Agency Act and other applicable legislation;
establish policies and procedures which will provide the framework for the management and
operation of the board; and

8
evaluate its own performance in relation to its responsibilities and periodically review and revise
governance policies, processes and structures as appropriate;

Strategic Framework

We set the overall direction for ORGANIZATION NAME by defining a strategic framework that
specifies the overall direction of our organization. This strategic framework is based on expectations
in the key areas outlined in the Roles and Expectations of The Minister of Health and Saskatchewans
Regional Health Authorities document.

We shall regularly evaluate and enunciate the strategic priorities and performance indicators for
ORGANIZATION NAME.

Our strategic framework includes:

Strategic planning
o establish vision, mission and values consistent with the strategic direction provided by the
province
Mission: INSERT ORGANIZATION MISSION
Vision: INSERT ORGANIZATION VISION
Values: INSERT ORGANIZATION VALUES
o determine health service strategic priorities within ORGANIZATION NAME, taking into
account the opportunities and risks facing the region. The ORGANIZATION NAME
Strategic Plan highlights our strategic priorities. Key strategic priorities include:
INSERT KEY POINTS FROM STRATEGIC PLAN

o Fiscal management and reporting


ensure that key financial objectives and indicators are developed for boards approval and
in line with the strategic plan and the Accountability Document
monitor performance against the financial objectives
maintain a high level of risk management

o Relationships
establish mechanisms for collaboration with health system partners
ensure that the importance of community engagement is reinforced

o Quality Management
ensure quality goals and performance indicators are in place
ensure that exemplary customer service is provided

o Monitoring, Evaluation and Reporting


monitor indicators of clinical outcomes and quality of services
evaluate periodically strategic, programs and services through managements reporting re:
progress towards goals related to programs and services
report on the ORGANIZATION NAME performance in addressing the health needs in
the strategic priority areas

9
o Management and Performance
appoint the Chief Executive Officer (CEO) and monitor his or her performance;
establish or approve compensation for CEO
approve structure for organization;
establish and review succession planning;
support a quality workplace and high performing work team
ensure that a safe working environment is created for staff

In addition to our strategic plan, we have an operational plan and a capital plan that specify the
overall direction of our organization.

Our operational plan highlights include:


INSERT HIGHLIGHTS FROM OPERATIONAL PLAN

Our capital plan highlights include:


INSERT HIGHLIGHTS FROM CAPITAL PLAN

Decision Making

We shall approve policies and make decisions using a decision-making model established by
the board that considers stakeholder input and supports the vision, mission and values of the
organization. Our decision-making model ensures that decision-making practices are consistent.
The following criteria shall be used for decision-making and policy approval:
INSERT KEY DECISION-MAKING CRITERIA

We are responsible for making policy decisions and ensuring, through the CEO, that the
appropriate staff and structures are in place to carry out the policy and daily operations of the
organization. We shall recommend and support policy decisions and programs that are in the best
interest of the organization.

Performance

The ORGANIZATION NAME will specify and monitor performance indicators set out in the
Accountability Document, which will target results to assure the organization is fulfilling its mission
and values.

We shall ensure that ORGANIZATION NAME is meeting the desired outcomes and established
targets related to our performance indicators. We will do this by setting regular intervals throughout
the year in which the CEO will report on performance related to the indicator. We are accountable
for monitoring variances related to the indicators and ensuring that ORGANIZATION NAME has
developed measures to improve and enhance the performance of the region.

5. Roles and Responsibilities for Board Members

Board members, including the Chairperson and Vice-Chairperson have roles and responsibilities as
specified in our General Bylaws.

10
The key responsibilities of our members include to:

be diligent and adhere to the boards mission, vision and values;


owe a fiduciary duty and duty of care to the organization. Members should exercise care,
diligence and skill that a reasonably prudent person would exercise in similar circumstances;
represent the interest of the whole health region rather than the specific interest of any
individual, constituency, association or organization; and
keep informed about matters relating to the organization, the community served, and other
health care services provided in the health region

OR

represent the interest of the residents of Saskatchewan rather than specific interest of any
individual or organization; and
keep informed about matters relating to the organization, the regional health authorities, the
health care organizations and other health care services in providing cancer care services to the
residents of Saskatchewan

The key responsibilities of the Chairperson of the board include to:

foster the development of a board culture characterized by active and constructive board
engagement, commitment to transparency and commitment to practicing good governance;
provide leadership to board development;
ensure full utilization of individual capacities and optimum performance of board and each of its
committees;
ensure the corporate approach to board governance and effective board performance; and
build and maintain a sound working relationship with the Ministers of Health and other
government representatives.

The key responsibilities of the Vice-Chairperson of the board include performing all the duties of
the Chairperson in the absence or disability of the Chairperson, together with such other duties as
are usually incidental to such a position or may be assigned by the board from time to time.

6. Professional Development

Board members will take responsibility for engaging in board development activities, which will
assist us in carrying out our duties. A plan and budget for board professional development shall be
established annually.

There are several levels of board development:

new member orientation;


development of the board as a whole; and
individual member development.

On joining the board, each member is provided with a board orientation. Additionally, each member
is provided with a copy of the Board Member Handbook, which outlines details of strategic plan,
management structure, and clinical, financial, and operational risk management issues.

11
On-going education shall be provided to board members as part of regular board meetings and as
part of the boards retreat. At the provincial level, the board shall receive education sessions on a
variety of governance topics. Individual members who identify other educational opportunities that
will assist them in their role as a member shall submit their request to attend the opportunity in
writing to the chairperson outlining the details of the educational opportunity and a statement of
how this education will assist the member in fulfilling his or her mandate for the upcoming year. The
chairperson will review and make a recommendation to the board as a whole. Upon completion of
the education, the member will be responsible for sharing the information with the board as a whole.

7. Committees

We will create OR have established standing committees as required to advise the board. Our
committees are: INSERT LIST OF BOARD COMMITTEES. At times, ad hoc committees may
also be established.

Committees support board function and each committee is delegated certain tasks as determined
by the board and as outlined in our General Bylaws. Each committee shall adopt its own terms of
reference that is approved and periodically reviewed by the board. Occasionally, committees, with
prior approval of the chairperson, may engage consulting advice and independent counsel. The
committees and their specific roles are assessed and evaluated annually.

8. Evaluation

Evaluation allows us to highlight successes, learn what processes are working well, self-improve,
and opportunity to take any corrective action that is necessary. The ORGANIZATION NAME
board shall regularly assess the performance of the board, its members and its committees. We shall
perform an annual assessment of members performance against his or her role description.

Since the board delegates responsibility and related authority to the CEO for the management
and operation of the organization, the CEO is accountable to the board. Thus the board shall
conduct periodic informal evaluations and an annual formal evaluation of CEO performance. This
evaluation is set against the CEOs performance objectives and job description. Guidelines for our
evaluation processes are outlined in our General Bylaws.

9. Division of responsibility between the Board and management

The board shall appoint a CEO who is responsible, in accordance with the directions of the board,
for the general day-to-day management and conduct of the affairs of the organization. Subject to
The Regional Health Services Act and The Cancer Agency Act the board shall set the conditions of
employment and review them annually.

The CEO is the boards link to the administration of the health region OR the Saskatchewan
Cancer Agency. The CEO is accountable to the board as a whole and all communications on behalf
of the board is through the CEO. The CEO exercises all powers and board delegated by the board
through the corporate governance policy.

12
In the context of the above relationship, the board shall:

direct the CEO to achieve results reflective of the strategic plan, corporate performance
indicators and performance monitoring processes established by the board;
provide parameters for achieving results;
direct the CEO to provide and report on a succession plan annually to the regional health board;
delegate authority to the CEO to conduct the business and operations of the board;
authorize the CEO to delegate authority, implement policy, establish procedures, make all
decisions, take all actions, establish all practices, and direct all activities for the board;
ensure that only decisions of the board acting as a single body are binding upon the CEO; and
authorize the CEO to enter into employment agreements with staff, setting out terms and
conditions of employment, and salary and benefits.

10. Ethical Behavior

The operations of ORGANIZATION NAME are driven by our values. We have adopted a Code of
Conduct, included as part of our General Bylaws, that governs the conduct of the board members,
individually and collectively.

We shall act in the best interest of the organization and uphold our fiduciary responsibilities and
duty of care. This involves not disclosing confidential information, avoiding real and perceived
conflicts of interest, and favoring the interests of the organization over the interests of others and
us. We will act honestly and in good faith in the manner of which is in the best interest of the
organization.

We shall abide by the rules of Conflict of Interests section 17, The Interpretation Act, 1995. As
provided in The Regional Health Services Act and The Cancer Agency Act, we shall not directly or
indirectly receive any profit or personal financial benefit from the position of member other than
remuneration and reimbursement for expenses that is authorized pursuant to the Act.

13
14
BOARD
DECISION ITEM:
DETAILED GUIDE

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Introduction............................................................................................................................... 1
The Board Decision Item...................................................................................................................1
The Benefits of Using a Board Decision Item.....................................................................................1
When to Use a Board Decision Item.................................................................................................2
Characteristics of a Board Decision Item...........................................................................................2

Board Decision Item Template - Detailed................................................................................... 5


Part I Memorandum from the Chief Executive Officer to the Chairperson....................................5
Part II Synopsis of the Proposal......................................................................................................5
Part III Summary of Advance Consultation...................................................................................5
Part IV Communication Strategy...................................................................................................5
Part V Detailed Analysis................................................................................................................5

Process and Procedures............................................................................................................... 7


Suggested Process..............................................................................................................................7
Development of Documents.......................................................................................................7
Consultation................................................................................................................................7
Timing........................................................................................................................................7
Approvals.....................................................................................................................................7
Internal Board Sign Off............................................................................................................8
Implementation............................................................................................................................8
Suggested Procedure..........................................................................................................................8
Further note:.....................................................................................................................................8

PART I: Memorandum............................................................................................................... 11
From...........................................................................................................................................11
To................................................................................................................................................11
Title of Submission.......................................................................................................................11
Recommendation..........................................................................................................................11
Problem/Opportunity Statement and Summary of Key Issues..........................................................12
Background..................................................................................................................................12
Rationale.....................................................................................................................................13
Implications.................................................................................................................................13
Communications Approach...........................................................................................................15
Alternatives to the Recommendation..............................................................................................15
Time Frame.................................................................................................................................15
Signature.....................................................................................................................................15
PART II: Synopsis of the Proposal.............................................................................................. 17

PART III: Summary of Advance Consultation............................................................................ 19

PART IV: Communication Strategy............................................................................................ 21


Communication Challenge............................................................................................................21
Strategic Communication Considerations......................................................................................21
Key Stakeholder Assessment...........................................................................................................21
Communication Goals and Objectives...........................................................................................22
Key Communication Message........................................................................................................22
Communication Action Plan.........................................................................................................22
Communication Budget................................................................................................................22
Evaluation of Communication Strategy.........................................................................................22

PART V: Detailed Analysis.......................................................................................................... 23


Definition of the Problem/Opportunity..........................................................................................23

APPENDIX A: SWOT Tool..........................................................................................................25


INTRODUCTION The Board Decision Item
A Board Decision Item is a series of documents
Governing bodies can enhance the quality for the chief executive officer (CEO) to use
of their decisions by working together with to articulate the policy direction, seek input
management to ensure that the board has and feedback from other stakeholders and
received complete and meaningful information. organizations and build support for the
recommendation. The board can then use a
Governing bodies that can demonstrate that
Board Decision Item to recommend and justify a
they obtain and use such information are likely
certain course of action and to secure a decision.
ones who decisions, while not always agreed
with, will be respected. They will enjoy greater Board Decision Items must meet the needs of
public confidence and be seen to have fulfilled the Chairperson and members of the board.
their due diligence responsibilities. Information submitted to the board needs to:
The Board Decision Item Summary Guide and meet their needs as policy decision-
the Board Decision Item Detailed Guide have makers;
been developed to assist boards in their decision- be easy to read and relatively short;
making process. The Guides contains topics and clearly identifies realistic policy choices
questions for boards to consider when examining and their implications;
a decision item. The purpose of this document describe who has been consulted and the
is to eliminate board uncertainty about what implications of the consultations;
kinds of questions boards should be asking. provide a strategy for communicating
Eliminating uncertainty about questions will the decision;
strengthen board confidence in decisions while provide a brief synopsis of the problem
equalizing board participation at meetings. or opportunity, the proposed solution
and the manner in which the solution
Specifically, the Board Decision Item Detailed
addresses the problem or opportunity;
Guide is a reference for those preparing the
and
information and provides an option for how
provide the detailed policy analysis.
the information can be presented to the board.
This format includes the different factors and
considerations management needs to investigate
The Benefits of Using
about an item. In turn, this reflects the
a Board Decision Item
considerations boards need to make in evaluating In addition to providing boards with an increase
the item. confidence in their decision-making, creating a
Board Decision Item:
Boards need to be confident in their decisions
and thus, need to be satisfied that they have encourages more holistic policy
received sufficient information to make an development in which all dimensions of
effective decision. If the board feels that the a policy are considered and the proposal
information provided is insufficient, then the presents a balanced examination of the
board can defer the item and request more issues, alternatives and implications;
information. fosters broader based consultation and
policy development;

1
INTRODUCTION

strengthens planning for implementation Resource Requests:


and communication;
for incremental funds (boards are only
provides the CEO/Chairperson with
able to exercise their powers within the
a document they can use to provide
limits of the resources that have been
direction to senior management; and
provided to them through the budget);
provides the CEO and the various
or
committees with the detailed
if the CEO/chief financial officer needs
information they need to analyse the
resources beyond those provided in the
proposal and make recommendations to
budget.
the Chairperson and board members.
provides a record of the history and Politically-Sensitive Changes:
intent of the policy that can be used in
if the change has major political
future policy development; and
implications, particularly if it is
provides the Chairperson and CEO with
controversial or is likely to generate
a record of the administrations policy
media attention.
analysis.
Implementation Requests:
When to Use a Board Decision Item for approval of implementation plans or
The board may use a Board Decision Item when communication strategies.
they need help and support in making a decision
for: Characteristics of
a Board Decision Item
Policy Requests:
While the format and the processes used in
to develop, amend or clarify a policy
preparation of an item may differ between
position, if the change will be a
corporations, the item needs to reflect the specific
significant departure from current
needs of the corporation and the individual needs
practice or if the policy is to bring into
of the board members.
effect a board priority or commitment;
and In order for a decision-making tool like a
to obtain a decision before negotiating Board Decision Item to be useful, the following
major agreements in order to determine information should be covered:
the principles and parameters of the Recommendation: If the decision item
negotiations. is suggesting a preferred option, the
Program Requests: recommendation should be worded in a way
that the board can answer yes or no. The
to develop, make non-administrative
recommendation should define the solution to
amendments to or delete existing
the problem or clearly identify the opportunity.
programs;
that reflect changes in the health service Problem/Opportunity: The problem or
provided or available to the public; or opportunity, which the decision item is
that require an indefinite commitment addressing, should be identified. Specifically, if
of resources. the decision is a problem, the problem, not the

2
INTRODUCTION

symptom should be identified. If the decision Implications: The implications section addresses
is an opportunity, the opportunity should be the groups affected, effects on the board, and
explicitly described. the policy, internal/external, legal and legislative,
political, economic, and financial implications.
Key Issues: A list of key issues surrounding the
problem and/or opportunity should be presented. Consultation: A decision item should contain
In collecting information, it can be useful to use information regarding the individuals and groups
a SWOT analysis (Appendix A) to help highlight consulted, the nature and amount of advance
the key issues. The information provided in a consultation, concerns raised, and support/non-
Board Decision Item should define the aspects support of the individuals and groups consulted.
that the board needs to take into account in
Communication Strategy: The decision
making their decision.
item should contain an analysis of all relevant
Rationale: The rationale section provides the communication issues as well as a plan for
reasons why the board should take a certain communicating with key internal and external
course of action it is the justification for the audiences and how board will respond to
recommendation and why it is superior to the concerns raised by stakeholders and the public.
alternatives. The rationale should include the
commitments or priorities the recommendation
supports, the key groups or interests the
recommendation will satisfy and indicate
the consequences of not proceeding with the
recommendation. Identification of key issues will
help form the reasoning for the decision and lend
support for the decision that is made.

3
4
BOARD DECISION ITEM Part III Summary of Advance
TEMPLATE - DETAILED Consultation
The purpose of the summary is to ensure that
The Board Decision Item Detailed Guide the Chairperson and the members of the board
provides an example of the different documents are comfortable with the nature and amount of
that make up a Board Decision Item. Some of advance consultations. This section also ensures
the information is duplicated in different parts; that the Chairperson and members of the board
however, the audience, purpose and context are are aware of the concerns raised and know
different. who will support and who will not support the
proposal. At times, it will not be appropriate to
Part I Memorandum from the Chief consult outside of the health region without the
Executive Officer to the Chairperson Chairpersons prior approval. In these situations,
the summary should indicate why external
The purpose of the memorandum is to provide
consultation was not appropriate.
the overall information including: proposed
policy recommendation, sufficient information
Part IV Communication Strategy
to provide context and justification for the
recommendation, a summary of the choices The purpose of the communication strategy
available and their implications, and the section is to provide a detailed analysis of all
approach to be taken in communicating the the relevant communication issues as well as a
decision. Questions to consider in making a plan for communicating with key internal and
decision should be addressed in this section. external audiences and responding to concerns
raised by stakeholders and the public.
Part II Synopsis of the Proposal
Part V Detailed Analysis
The purpose of the synopsis is to provide a
one to two-page summary of the problem or The purpose of the detailed analysis is to clearly
opportunity, the proposed policy solution, and identify the problem or opportunity, to provide a
a brief explanation of the manner in which the thorough and balanced analysis of the issues, and
solution addresses the problem or opportunity. to provide a logical explanation and justification
The information in this section may also indicate of the proposed policy and its implications.
the next steps, including the key elements of the
communications and implementation plan. If
the decision is approved, the Chairperson and
CEO should be able to use the information in
this synopsis to explain the issue to the senior
management, Saskatchewan Health, the public
and other stakeholders.

5
6
PROCESS AND Consultation

PROCEDURES Consultation must take place both external and


internal to the corporation:
The Chairperson and board members rely on External:
thoughtfully developed and rigorously analyzed Community Advisory Networks; and
recommendations to make informed public Community Stakeholders (ex.
policy decisions. The board decision-making municipalities, health care
requires processes that: organizations).
identify the problem; Internal:
outline the options, including the Department Heads;
advantages and disadvantages of each Auditor; and
option; and Chief Financial Officer.
make a recommendation.
Timing
The components within the Board Decision Item
are important to ensure that all information is the CEO is to advise the Chairperson
included and presented in such a way that the that the document is in process and
board can easily understand the problem, the discuss the anticipated time frames.
options and the implications in order to make it is very important to consult with
informed decisions. relevant officials (chief financial
officer, other department heads, etc.)
All documents are confidential and must be to ensure all information is taken into
handled accordingly. consideration and to avoid unnecessary
delays in the process.
Suggested Process
Approvals
The proceeding guidelines may be changed as
required: determine the path to the board
(it may have to go to one or more
Development of Documents committees for consideration prior to the
The CEO will: full board meeting):

prepare the initial draft of the Finance Committee;


components of the Board Decision Item; Audit Committee;
and Governance/Negotiating Committee;
ensure appropriate individuals are Human Resources Committee; and
informed and consulted throughout the Community Advisory Networks.
process. determination of the path will be
dependent on whether there are financial
implications, salary compensation issues,
or major policy issues that have not yet
been considered by the board.

7
PROCESS AND PROCEDURES

Internal Board Sign Off the email that says it is a confidential


draft of a Board document and should
at this time, the word Draft must be
be handled accordingly. Also, it
removed from the document.
should be noted that the email should
prepare the Memorandum from the
NOT be forwarded (other than
CEO to the Chairperson recommending
replying to the person who sent it).
that he sign the document.
if signed by the Chairperson, the package documents for delivery outside
CEO will be advised to prepare the of the board (i.e. for consultation with
appropriate number of copies, example: stakeholders) should be in a sealed
envelope marked CONFIDENTIAL
original to the Chairperson; and
do not fax documents.
one copy for each member.
always used sealed envelopes marked
the Chairperson then forwards copies of CONFIDENTIAL.
the Board Decision Item to the members
of the board. Further note:
Implementation The board uses all of the components of a Board
Decision Item to:
the Chairperson informs the CEO of
decisions made by the board. recommend and justify a certain course
the CEO must implement the decision of action and to secure a decision; and
made by the board. If circumstances provide verification of issues on which
have changed significantly from the time the board has already made a decision
the original submission and decision was but requires an update, or to flag an
made, it is possible that another Board issue that may require a decision in the
Decision Item may be required. near future.

Thus, the board needs multi-faceted information


Suggested Procedure
to be well informed and to fulfill their
assign one lead person to draft the responsibilities. A complete Board Decision Item
document and incorporate comments should satisfy the following questions:
resulting from consultations.
is the proposal forward-looking, does
limit the number of people to as small
it contribute to the strategic planning
a group as possible when consulting on
decision and does it enable the members
drafts.
to determine if the proposal can be
number every draft (automatically in the
sustained or improved in the future?
footer) and mark each page of all drafts
does the information identify and
Confidential and Draft.
explain the options considered and
consulting via email is allowed with the
the consequences of each and does it
following restrictions:
shed light on the reasonableness of the
the list of addresses should be limited proposal?
to as few people as possible; and does the Board Decision Item recognize
there must be a note contained within the unique characteristics of the board?

8
PROCESS AND PROCEDURES

does the Board Decision Item promote political implications refer to the effects
a clear understanding of the proposal (positive, negative, neutral) that a
without oversimplifying the objective or particular course of action will have on
inundating the members with details? the public as a whole, particular groups,
does the Board Decision Item provide or key stakeholders.
information regarding who has been the information needs of the board
consulted and the implications of the should be considered when completing
consultations? the detailed analysis. Additional
does the Board Decision Item provide attention should be given to those areas
for a strategy for communicating the that the board will be most interested
decision? in. Some elements or parts of the format
may not be applicable to submissions
When composing a Board Decision Item, it
seeking approval of implementation or
should be noted that:
communication strategies.
the CEO, Chairperson and the members
of the board will use the Board Decision
Item when a policy decision is required
and when mid-year resources are
required.
it is intended to meet the needs of most
decision requirements. Because not all
implications affect all circumstances,
the format contains only the headings
that are almost always required. Other
headings should be incorporated if they
are applicable to the situation or if they
will help the board to understand the
issue better and arrive at an informed
decision.

9
10
PART 1 and clearly present the decision. It should be
about five pages long, but may be slightly longer
MEMORANDUM for complex issues and shorter for simple issues.

The purpose of the memorandum is to The memorandum should be drafted and


provide the policy recommendation, sufficient circulated with other parts of the Board Decision
information to provide context and justification Item as necessary (but confidentially) to ensure
for the recommendation, a summary of the it identifies and deals with all relevant issues
choices available and their implications and the from the boards perspective. It should then be
approach to be taken in communicating the meticulously edited to remove ambiguity and
decision. redundancy. Lay language works best, so avoid
technical terms and acronyms, unless they are
The audience for the drafter is the Chief commonly understood. Bullets may be used;
Executive Officer (CEO). Once the CEO signs however, the use of bullets must be based on a
the document, the audience is the Chairperson logic track (e.g. as smaller points under a larger
and members of the board. point or as a list of components within some
From category).

If the Chief Executive Officer or other senior Recommendation


managers are sponsoring the item, it is directed The recommendation is the preferred option,
to the Chairperson and the members of the worded in a way that the board can answer
board. yes or no. It is the solution to the problem or
To opportunity identified. The recommendation
should be written in enough detail that the
To the Chairperson and All Members of the
decision and any directions are absolutely clear.
Board.
The recommendation(s) must be self-contained
Title of Submission (i.e. they cannot refer to other parts of the
document).
Use a descriptive phrase to summarize the
purpose of the Board Decision Item. Some recommendations may have several parts
that may not be mutually exclusive. For ease
The memorandum is the most important part
of consideration, these should be separated
of the Board Decision Item and must provide
and numbered accordingly [1.,a., (i)]. The
the information needed to make an informed
components should begin with a verb (e.g.
decision. This part is not simply a summary of the
Approve; Endorse; Adopt; Grant; Deny,
detailed analysis although it will include and
etc.). The recommendations should include all
reflect significant elements of that analysis. It is
approvals necessary to implement the decision,
more the take on the issue. If the submission is
for example, amendments to policies, creation
intended to seek approval of an implementation
of new policies, additional resources (funding,
and/or communications strategy, the focus will
capital, personnel), and review and evaluation
be on the strategic considerations related to
requirements. This section should NOT include
implementation and communications issues.
the rationale for, implications of, or background
The memorandum should be written in clear, to the recommendation.
concise language and should accurately, briefly

11
PART 1: MEMORANDUM

Ensure the wording of a recommendation is this opportunity? or solve with this


appropriate. problem?
how will the proposed policy/solution
Problem/Opportunity Statement and
solve the problem?
Summary of Key Issues
what are the advantages and
The problem statement is a brief but explicit consequences, if any, of status quo?
definition of the problem being addressed. In what are the advantages and
this section, the real or underlying problem consequences of the making a change?
and not just a symptom. If the Chairperson what policies support the change?
and members of the board wish to pursue an is the opportunity consistent with
opportunity that has been identified, provide a the mission, values and goals of the
brief but explicit description of the opportunity. organization? Or, if a problem, is
resolving the problem consistent with
In addition, a short summary or list of the key
the mission, values and goals of the
issues surrounding both the problem/opportunity
organization?
and the solution (i.e. the recommendation)
have other RHAs faced this same
should be included. Key issues are the main
situation? How did they seek resolution?
considerations the board needs to take into
are there risks associated with the issue?
account in making their decisions. Defining the
If yes, what are they? What weight
problem/opportunity and key issues helps the
does each carry? If there are risks,
board understand how the problem has been
what processes are in place that could
approached.
effectively manage the identified risks?
In this section, the following questions should be what prior experience or expertise do we
addressed: have in this area?
who has primary responsibility for Stakeholders
addressing the problem/opportunity?
who is involved?
is the problem/opportunity shared
who is affected by the problem or
among two or more departments and if
opportunity? How are they affected?
so, which ones?
are there stakeholders that are indirectly
do they concur with the definition of the
affected and if so, how?
problem, the alternatives available and
what is our relationship with these
the proposed solution?
stakeholders? Will this relationship
To help decide key issues, the following questions help or hinder implementation of the
should also be considered: recommendation?
is this an issue to be dealt with at the who will react negatively to the decision?
board level and warrants the boards has there been feedback from
involvement? stakeholders about the issue? What does
what are our assumptions about this this information indicate?
issue? Background
why is change needed?
The section answers the questions why this; why
what are we trying to accomplish with

12
PART 1: MEMORANDUM

now? (i.e. what has prompted this issue to be resolving the problem consistent with
brought forward at this time). The information in the mission, values and goals of the
this section should indicate whether the issue is a organization?
new issue or an issue that has arisen before. This are there risks associated with the issue?
information can be found by asking questions If yes, what are they? What weight
that help define the problem or opportunity (as does each carry? If there are risks,
above). Specifically, this section focuses on the what processes are in place that could
problem or opportunity, who is involved, and effectively manage the identified risks?
why the issue needs to be addressed. what prior experience or expertise do we
have in this area?
Rationale
Include only the most crucial reasons, in
The Rationale Section contains the reasons
descending order of importance. Do not include
why the board should take a certain course
a detailed description of the alternatives to the
of action. The rationale is the justification for
recommendation here.
the recommendation. This section advocates a
specific course of action and explains why the If the Board Decision Item is short or relatively
recommended course of action is the best among straightforward, it may be desirable to combine
the choices available. It is therefore necessary to: the Background and Rationale into one section.

state why the recommendation is Implications


superior to the alternatives;
The Implications Section addresses all of the
if appropriate, indicate which
factors that must be considered by the board. It
commitments or priorities the
provides a brief summary of the implications of
recommendation supports;
the recommendation. The following provides an
if appropriate, indicate which key groups
overview of some the key questions that should
or interests the recommendation will
be considered.
satisfy; and
indicate what the consequences Specific Groups
are of not proceeding with the
have the impacts groups with unique
recommendation.
needs been adequately considered?
Questions to consider in composing this section are there any differential effects for people
are: living in rural, northern or urban areas?
what will be the effect on clients/
how will the proposed policy/solution
patients?
solve the problem?
will the health care organizations be
what are the advantages and
affected? How?
consequences, if any, of status quo?
what are the advantages and Policy Implications
consequences of the making a change?
how does the proposal fit with boards
what policies support the change?
policy priorities and objectives?
is the opportunity consistent with
what is the effect on the boards strategic
the mission, values and goals of the
plan, operational plan or other related
organization? Or, if a problem, is
planning documents?

13
PART 1: MEMORANDUM

what areas/communities in the region will including human and financial


be affected? how will they be affected? resources?
which specific departments/programs/ what is the magnitude of the funding
services of the board will be affected? requested including human, capital,
how so? space and financial requirements?
what are the short and long-term is the funding for a one-time initiative or
implications? will it be indefinite?
if the proposal is a departure from stated will there be sun setting of the funding
board objectives, what is the justification and if so when?
for this departure? what factors might influence future
funding requirements?
Internal/External Implications
how will the proposal be funded?
what are the implications for other are there options that would not require
organizations in the health region and additional funding or full funding?
Saskatchewan? will there be any new sources of revenue,
what are the provincial implications? increases or decreases in existing
are there opportunities for reducing revenues?
overlap and duplication? what similar initiatives are, or have been
how have other health regions/ other funded?
jurisdictions dealt with the issue? are initiatives to achieve similar ends in
how does the proposal compare with place?
other health regions/other jurisdictions
Human Resource Implications
approaches?
what are the implications for existing jobs?
Legal and Legislative Implications
what is the affect on permanent and
have the legislative and legal dimensions part-time employees?
of the problem been explored and how will the initiative affect the boards
identified? ability to recruit and retain hard to
recruit occupations?
Political Implications
are there collective agreement/
what are the major political sensitivities bargaining considerations/impacts?
the board must be aware of?
Looking ahead
how are various political objectives
balanced? What has been done previously? Was it
who are the winners and losers? successful? Why or why not?
How will the proposed change impact
Economic Implications
the future of the organization?
what are the administrative, non- How will we know if the problem has
administrative and compliance cost been solved? How will we know if the
implications for the board? opportunity was successful?
Financial Implications What arrangements, if any, will
need to be made to support the
what is the previous funding history, recommendation?

14
PART 1: MEMORANDUM

How will undertaking this opportunity Consider the key issues, results
or solving this problem further the of consultations and analysis of
organization achieving its objectives? the solution and its implications
when determining advantages and
Communications Approach
disadvantages.
This section is a brief overview of the main
Time Frame
features of the Communication Strategy
including the most significant strategic This section serves two purposes:
consideration, the level of profile and the key
1. Provides an indication of the urgency
message. It should indicate timing of the major
of the submission - why a decision
public elements of the strategy.
is needed at this time and the
It may be omitted in Board Decision Items consequences of not making a decision
that request approval of a Communication now. Refer to major sensitivities, urgent
Strategy because it will be covered in the deadlines (e.g. budget or legislative
Recommendation, Rationale, and Implications deadlines; internal/external deadlines).
sections. 2. Provides the board with the time
frame for implementation of the
Alternatives to the Recommendation
decision. For example, if the decision
In this section, briefly outline two or three is an early step in a larger process (e.g.
realistic and viable alternatives to the approve document for consultations)
recommendation, and the main advantages and or if the decision will be implemented
disadvantages of each. immediately.
After reading the alternatives, the board Signature
should understand the choices available and
The chief executive officers signature
the rationale. This section does not include a
signifies he understands and agrees with the
description of the recommended option.
recommendation and is prepared to lead a
Consider: discussion on it at a board meeting. This
signature also authorizes a review of the proposal
Status Quo:
by Chairperson and board members and
Is maintaining the status quo
placement on the board agenda.
feasible?
What are the advantages and Drafts of any of the parts may be considered
disadvantages of this option? board documents and must be treated
accordingly. Once the Memorandum is signed
Other Alternatives:
the highest degree of confidentiality applies.
What are other realistic alternatives?
What are the advantages and
disadvantages?

15
PART 1: MEMORANDUM

MEMORANDUM
BOARD DECISION ITEM

From: Chief Executive Officer Date:


To: Chairperson and
All Members of the Board
Re:

RECOMMENDATION

PROBLEM STATEMENT AND SUMMARY OF KEY ISSUES

BACKGROUND

RATIONALE

IMPLICATIONS

COMMUNICATION APPROACH

ALTERNATIVES TO THE RECOMMENDATION

TIME FRAME

Chief Executive Officer


Board

16
PART II
SYNOPSIS OF THE PROPOSAL

The purpose of the Synopsis is to provide a brief summary of the problem or opportunity, the proposed
policy solution and a brief explanation of the manner in which the solution addresses the problem or
opportunity. It also identifies the key issues and policy and political implications from the perspective of
the board.

The Synopsis indicates the next steps as outlined in the implementation plan and communication
strategy and the key communication messages.

If the decision is approved, the board should be able to use the information in this Synopsis to explain
the issue to others.

The boards communications staff could assist staff with the drafting of this Synopsis, or perhaps draft it
when preparing the Communication Strategy.

17
18
PART III
SUMMARY OF ADVANCE CONSULTATION

This section should briefly summarize the consultation that was done on the issue.

The purpose of this section is to ensure the Chairperson and members of the board are:

comfortable with the nature and amount of advance consultation; and


aware of the concerns raised and know who will support and who will not support the proposal.

If it is not appropriate to consult outside the health region without the Chairpersons prior approval, the
summary should indicate why external consultation was not appropriate.

19
20
PART IV The Chairperson must approve the
Communication Strategy before the Board
COMMUNICATION STRATEGY Decision Item is provided to the CEO for
signature. Communication staff must be
The Communication Strategy is primarily for involved in the early stages of developing the
the Chairperson and the members of the board, Board Decision Item to ensure an appropriate
however, once developed and approved, it is part Communication Strategy is prepared and to help
of the action plan for the chief executive officer. co-ordinate the necessary approvals.
The Communication Strategy is a detailed Communication Challenge
analysis of all relevant communication issues
as well as a plan for communicating with key In one or two sentences, summarize the issue
internal and external audiences and responding and the environment from a communication
to concerns raised by stakeholders and the public. perspective and explain what has to be
The Communications Strategy section should at communicated and the key sensitivities.
least cover the following points: Strategic Communication Considerations
how and when decisions will be The information in this section selects the
communicated; background that is relevant to communicating
how the strategy is adequately the decision. Therefore, it should not be a repeat
coordinated with other activities of the of the entire background found in the Detailed
board? Analysis.
definition of clear messages;
identification of clear target audiences; Facts that would typically be relevant and should
and be included in this section include:
what methods will be used. facts that provide the context for the
The detailed Communication Strategy should Communication Strategy;
be prepared in accordance with the procedures strategic considerations that are the base
recommended by the board. The length of the support/rationale for the communication
Communication Strategy will vary depending approach and activities recommended;
on the complexity of the policy issue and the public environment and major internal/
number of stakeholders affected. external impacts or related issues that
affect communicating the decision;
Some of the information in this Communication research done including any polling,
Strategy will be used to prepare the focus group and related research that
Communication Approach in the Memorandum captures the public mood; and
and Synopsis of the Proposal. media scan that is an assessment of
It is important to co-ordinate the preparation recent media coverage of the issue or
of the Communication Strategy with the specifically related issues.
preparation of the Detailed Analysis and Key Stakeholder Assessment
Advance Consultation. Information drawn from
the Detailed Analysis and Advance Consultation Analyse what key stakeholders have been doing
will need to be linked. in relation to the specific issue. Drawing on the
results of the advance consultations and other

21
PART IV: COMMUNICATION STRATEGY

information, determine what they are likely to Communication Action Plan


want in terms of a decision, how they are likely
The Communication Action Plan should indicate
to react to the recommended decision, and the
how the internal and external audiences would be
type of response that is most appropriate to their
reached. Divide the action plan into two parts:
reaction.
1. General Approach: provides the narrative
Saskatchewan Health: Prior to finalizing the
and rationale for the communication
communication strategy, you could contact
plan.
the Communications Branch, Saskatchewan
2. Activity Plan: identifies specific activities,
Health, for assistance to ensure all aspects
the tools to be used and the timing
from the governments perspective have been
related to each. If a news release and
met. The Communications Branch may make
information package for Community
recommendations as to how best to handle
Advisory Networks are needed, they
sensitive issues.
should be part of the activity plan.
Communication Goals and Objectives
Communication Budget
Goals are what you would like your
List all cost items grouped by communication
communication efforts to achieve. Objectives are
activity, along with the estimated cost and
the measurable indicators of the stated goals. They
the source of revenue for these activities (e.g.
should measure the impact on the audiences and
communication budget, special one-time funding,
stakeholder groups, usually in terms of behaviours
etc.).
or beliefs. List the communication goals (no more
than six) and objectives in bullet form. Evaluation of Communication Strategy

Key Communication Message List the evaluation mechanisms to be applied and


how success will be measured.
If there were only one idea that you would want
the public to remember in order to support the
goals of your strategy, what would that message
be? This idea is the key message.

22
PART V The Detailed Analysis should:

DETAILED ANALYSIS define the problem or opportunity,


review its history, recommend an option
The Detailed Analysis is prepared before the and describe and analyse it, identify and
Memorandum. Using a SWOT tool (Appendix analyse viable alternatives and identify
A) can help highlight the issue details and implementation considerations and
provide justification for a recommendation. plans;
be policy focussed, complete and
Information from the Detailed Analysis is used accurate;
in preparing the Memorandum, Synopsis and present a thorough and balanced
Communication Strategy. analysis of the issue, as well as a logical
This Detailed Analysis Section provides the explanation and justification of the
board with a document that: proposal and its implications; and
be as concise and comprehensible as
can be used to obtain approval to
possible .
proceed with a certain proposal and
to assure all implications have been Definition of the Problem/Opportunity
identified and addressed; The purpose of this section is to formulate a
supports the proposal from the brief but explicit definition of the problem or
perspective of good public policy and as opportunity being addressed. In developing the
a reference in leading discussions and definition, consider what the problem is that
responding to the board; you are trying to solve or what the opportunity
contains detailed information to analyse is that you are trying to seize. Go beyond the
the proposal; symptoms to the crux of the issue. Getting an
contains details for department heads, accurate definition of the problem or opportunity
should they want the detail; is critical, and will inform what approaches are
is a record of the history and intent of realistic.
the policy and a reference for further
policy development; and
is an archival document for the board.

Given the multiple purposes of the Detailed


Analysis, the organization of this Part is different
from Part I (Memorandum).

23
24
APPENDIX A An opportunity is a favorable situation
in the organizations environment. It is
SWOT TOOL usually a trend or change of some kind
or an overlooked need that increased
Introduction
demand for a service and permits the
A SWOT analysis is a strategic tool, which organization to enhance its position by
provides a look at the environment (both supplying it; and
internal and external) in which the issue is A threat is an unfavorable situation in
situated. The analysis helps find a solution that the organizations environment that is
best utilizes the organizations capabilities (i.e. potentially damaging to its strategy. The
strengths and resources) in line with the external threat may be a barrier, a constraint,
environment (threats and opportunities). Ideally, or anything external that might cause
the chosen recommendation takes advantage problems.
of the organizations opportunities by using its
To begin a SWOT analysis, key facts about
strengths and guards against threats by avoiding
the organization and its environment need
them or correcting or compensating for the
to be collected. This includes facts about the
organizations weaknesses.
organizations objectives, competition, financial
resources, facilities, employees, management,
Application
environment setting (e.g. technological, political,
SWOT represents Strengths, Weaknesses, social economic trends), history and reputation.
Opportunities and Threats.
The collected data is then evaluated to determine
whether the facts are strengths, weaknesses,
Threats Confront Avoid opportunities or threats for the organization.
Environment

Individuals in the group may do this separately


External

Opportunities Exploit Search with the results being compared afterwards.


Where there is disagreement on the evaluation
Strengths Weaknesses of a point the group needs to question - How
may this fact be considered as an opportunity
Internal Environment as well as a threat?; How may this apparent
strength turn out to be a weakness?; How does
A strength can be a resource which this weakness really represent a strength? The
the organization can use to achieve its answers to these types of questions may give
objectives; boards new insights into choosing appropriate
A weakness is a limitation, fault, or strategies.
defect in the organization that will
keep the organization from effectively
achieving its objectives;

25
26
BOARD
DECISION ITEM:
SUMMARY GUIDE

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Introduction............................................................................................................................... 1
The Board Decision Item...................................................................................................................1
The Benefits of Using a Board Decision Item.....................................................................................3
When to Use a Board Decision Item.................................................................................................4
Characteristics of a Board Decision Item...........................................................................................5

Questions.................................................................................................................................... 6
Introduction......................................................................................................................................6
Key Questions...................................................................................................................................6

APPENDIX A: Board Decision Item Memorandum Template......................................................11


APPENDIX B: SWOT Tool..........................................................................................................13
APPENDIX C: Self-Diagnostic Tool..............................................................................................16
INTRODUCTION The Board Decision Item
A Board Decision Item is a series of documents
Governing bodies can enhance the quality for the chief executive officer (CEO) to use
of their decisions by working together with to articulate the policy direction, seek input
management to ensure that the board has and feedback from other stakeholders and
received complete and meaningful information. organizations and build support for the
recommendation. The board can then use a
Governing bodies that can demonstrate that
Board Decision Item to recommend and justify a
they obtain and use such information are likely
certain course of action and to secure a decision.
ones who decisions, while not always agreed
with, will be respected. They will enjoy greater Board Decision Items must meet the needs of
public confidence and be seen to have fulfilled the Chairperson and members of the board.
their due diligence responsibilities. Information submitted to the board needs to:
The Board Decision Item Summary Guide and meet their needs as policy decision-
the Board Decision Item Detailed Guide have makers;
been developed to assist boards in their decision- be easy to read and relatively short;
making process. The Guides contains topics and clearly identifies realistic policy choices
questions for boards to consider when examining and their implications;
a decision item. The purpose of this document describe who has been consulted and the
is to eliminate board uncertainty about what implications of the consultations;
kinds of questions boards should be asking. provide a strategy for communicating
Eliminating uncertainty about questions will the decision;
strengthen board confidence in decisions while provide a brief synopsis of the problem
equalizing board participation at meetings. or opportunity, the proposed solution
and the manner in which the solution
Specifically, the Board Decision Item Detailed
addresses the problem or opportunity;
Guide is a reference for those preparing the
and
information and provides an option for how
provide the detailed policy analysis.
the information can be presented to the board.
This format includes the different factors and
considerations management needs to investigate
The Benefits of Using
about an item. In turn, this reflects the
a Board Decision Item
considerations boards need to make in evaluating In addition to providing boards with an increase
the item. confidence in their decision-making, creating a
Board Decision Item:
Boards need to be confident in their decisions
and thus, need to be satisfied that they have encourages more holistic policy
received sufficient information to make an development in which all dimensions of
effective decision. If the board feels that the a policy are considered and the proposal
information provided is insufficient, then the presents a balanced examination of the
board can defer the item and request more issues, alternatives and implications;
information. fosters broader based consultation and
policy development;

1
INTRODUCTION

strengthens planning for implementation Resource Requests:


and communication;
for incremental funds (boards are only
provides the CEO/Chairperson with
able to exercise their powers within the
a document they can use to provide
limits of the resources that have been
direction to senior management; and
provided to them through the budget);
provides the CEO and the various
or
committees with the detailed
if the CEO/chief financial officer needs
information they need to analyse the
resources beyond those provided in the
proposal and make recommendations to
budget.
the Chairperson and board members.
provides a record of the history and Politically-Sensitive Changes:
intent of the policy that can be used in
if the change has major political
future policy development; and
implications, particularly if it is
provides the Chairperson and CEO with
controversial or is likely to generate
a record of the administrations policy
media attention.
analysis.
Implementation Requests:
When to Use a Board Decision Item for approval of implementation plans or
The board may use a Board Decision Item when communication strategies.
they need help and support in making a decision
for: Characteristics of
a Board Decision Item
Policy Requests:
While the format and the processes used in
to develop, amend or clarify a policy
preparation of an item may differ between
position, if the change will be a
corporations, the item needs to reflect the specific
significant departure from current
needs of the corporation and the individual
practice or if the policy is to bring into
needs of the board members. (A sample Board
effect a board priority or commitment;
Decision Item memorandum template is located
and
in Appendix A).
to obtain a decision before negotiating
major agreements in order to determine In order for a decision-making tool like a
the principles and parameters of the Board Decision Item to be useful, the following
negotiations. information should be covered:

Program Requests: Recommendation: If the decision item


is suggesting a preferred option, the
to develop, make non-administrative
recommendation should be worded in a way
amendments to or delete existing
that the board can answer yes or no. The
programs;
recommendation should define the solution to
that reflect changes in the health service
the problem or clearly identify the opportunity.
provided or available to the public; or
that require an indefinite commitment Problem/Opportunity: The problem or
of resources. opportunity, which the decision item is

2
INTRODUCTION

addressing, should be identified. Specifically, if Implications: The implications section addresses


the decision is a problem, the problem, not the the groups affected, effects on the board, and
symptom should be identified. If the decision the policy, internal/external, legal and legislative,
is an opportunity, the opportunity should be political, economic, and financial implications.
explicitly described.
Consultation: A decision item should contain
Key Issues: A list of key issues surrounding the information regarding the individuals and groups
problem and/or opportunity should be presented. consulted, the nature and amount of advance
In collecting information, it can be useful to use consultation, concerns raised, and support/non-
a SWOT analysis (Appendix A) to help highlight support of the individuals and groups consulted.
the key issues. The information provided in a
Communication Strategy: The decision
Board Decision Item should define the aspects
item should contain an analysis of all relevant
that the board needs to take into account in
communication issues as well as a plan for
making their decision.
communicating with key internal and external
Rationale: The rationale section provides the audiences and how board will respond to
reasons why the board should take a certain concerns raised by stakeholders and the public.
course of action it is the justification for the
recommendation and why it is superior to the
alternatives. The rationale should include the
commitments or priorities the recommendation
supports, the key groups or interests the
recommendation will satisfy and indicate
the consequences of not proceeding with the
recommendation. Identification of key issues will
help form the reasoning for the decision and lend
support for the decision that is made.

3
4
QUESTIONS how will the proposed policy/solution
solve the problem?
Introduction what are the advantages and
consequences, if any, of status quo?
This section highlights a series of questions for what are the advantages and
board members to consider when reviewing a consequences of the making a change?
decision item. These questions are meant to help what policies support the change?
understand the issue and assess the alternatives is the opportunity consistent with
and their implications. Not every question will the mission, values and goals of the
apply to each issue. This list is not exhaustive organization? Or, if a problem, is
and the questions are meant to prompt resolving the problem consistent with
further investigation. A diagnostic tool to help the mission, values and goals of the
determine what questions are important to your organization?
organization is located in Appendix C. have other RHAs faced this same
Asking questions helps to compile the rational situation? How did they seek resolution?
and implications sections of a Board Decision are there risks associated with the issue?
Item. Considering the questions also helps to If yes, what are they? What weight
determine the implications of a recommendation does each carry? If there are risks,
plus what factors to consider in implementation what processes are in place that could
of the chosen recommendation. effectively manage the identified risks?
what prior experience or expertise do we
If the provided information is insufficient have in this area?
such that a board cannot be confident in their
decision, then it is the boards right to defer Stakeholders
the agenda item and request more information. who is involved?
Board members need to be satisfied with the who is affected by the problem or
answers and that the appropriate information has opportunity? How are they affected?
been identified and discussed. are there stakeholders that are indirectly
affected and if so, how?
Key Questions who will benefit from the opportunity or
Defining the Issue and Alternatives from solving the problem?
what is our relationship with these
is this an issue to be dealt with at the stakeholders? Will this relationship
board level and warrants the boards help or hinder implementation of the
involvement? recommendation?
what are our assumptions about this who will react negatively to the decision?
issue? has there been feedback from
why is change needed? stakeholders about the issue? What does
what are we trying to accomplish with this information indicate?
this opportunity? or solve with this what does our action suggest to
problem? stakeholders?

5
QUESTIONS

Considering Implications Legal and Legislative Implications

Specific Groups have the legislative and legal dimensions


of the problem been explored and
have the impacts groups with unique
identified?
needs been adequately considered?
are there any differential effects for Political Implications
people living in rural, northern or urban
what are the major political sensitivities
areas?
the board must be aware of?
what will be the effect on clients/
how are various political objectives
patients?
balanced?
will the health care organizations be
who are the winners and losers?
affected? How?
Economic Implications
Policy Implications
what are the administrative, non-
how does the proposal fit with boards
administrative and compliance cost
policy priorities and objectives?
implications for the board?
what is the effect on the boards strategic
plan, operational plan or other related Financial Implications
planning documents?
what is the previous funding history,
what areas/communities in the region
including human and financial
will be affected? how will they be
resources?
affected?
what is the magnitude of the funding
which specific departments/programs/
requested including human, capital,
services of the board will be affected?
space and financial requirements?
how so?
is the funding for a one-time initiative or
what are the short and long-term
will it be indefinite?
implications?
will there be sun setting of the funding
if the proposal is a departure from stated
and if so when?
board objectives, what is the justification
what factors might influence future
for this departure?
funding requirements?
Internal/External Implications how will the proposal be funded?
are there options that would not require
what are the implications for other
additional funding or full funding?
organizations in the health region and
will there be any new sources of revenue,
Saskatchewan?
increases or decreases in existing
what are the provincial implications?
revenues?
are there opportunities for reducing
what similar initiatives are, or have been
overlap and duplication?
funded?
how have other health regions/ other
are initiatives to achieve similar ends in
jurisdictions dealt with the issue?
place?
how does the proposal compare with
other health regions/other jurisdictions
approaches?

6
QUESTIONS

Human Resource Implications Note:

what are the implications for existing The Canadian Institute of Chartered
jobs? Accountants (CICA) has published a number of
what is the affect on permanent and books to assist boards. The Board of Directors
part-time employees? series provide a set of questions on different
how will the initiative affect the boards topics. Some titles in the series include:
ability to recruit and retain hard to
20 Questions Directors Should
recruit occupations?
Ask About Privacy
are there collective agreement/
20 Questions Directors Should Ask About
bargaining considerations/impacts?
Managements Discussion and Analysis
Looking ahead 20 Questions Directors Should Ask
About Executive Compensation
What has been done previously? Was it
20 Questions Directors Should
successful? Why or why not?
Ask About Risk
How will the proposed change impact
20 Questions Directors Should
the future of the organization?
Ask About Strategy
How will we know if the problem has
20 Questions Directors Should Ask About
been solved? How will we know if the
Internal Audit
opportunity was successful?
What arrangements, if any, will More information on the books and ordering
need to be made to support the information can be found online at http://www.
recommendation? cica.ca/index.cfm/ci_id/3083/la_id/1.htm or by
How will undertaking this opportunity contacting CICA at:
or solving this problem further the
organization achieving its objectives? The Canadian Institute
of Chartered Accountants
277 Wellington Street West
Toronto, ON Canada
M5V 3H2
Tel: 416-977-0748
1-800-268-3793
Fax: 416-204-3416

7
8
APPENDIX A
BOARD DECISION ITEM MEMORANDUM TEMPLATE

MEMORANDUM
BOARD DECISION ITEM

From: Chief Executive Officer Date:


To: Chairperson and
All Members of the Board
Re:

RECOMMENDATION

PROBLEM STATEMENT AND SUMMARY OF KEY ISSUES

BACKGROUND

RATIONALE

IMPLICATIONS

COMMUNICATION APPROACH

ALTERNATIVES TO THE RECOMMENDATION

TIME FRAME

Chief Executive Officer


Board

9
10
APPENDIX B An opportunity is a favorable situation
in the organizations environment. It is
SWOT TOOL usually a trend or change of some kind
or an overlooked need that increased
Introduction
demand for a service and permits the
A SWOT analysis is a strategic tool, which organization to enhance its position by
provides a look at the environment (both supplying it; and
internal and external) in which the issue is A threat is an unfavorable situation in
situated. The analysis helps find a solution that the organizations environment that is
best utilizes the organizations capabilities (i.e. potentially damaging to its strategy. The
strengths and resources) in line with the external threat may be a barrier, a constraint,
environment (threats and opportunities). Ideally, or anything external that might cause
the chosen recommendation takes advantage problems.
of the organizations opportunities by using its
To begin a SWOT analysis, key facts about
strengths and guards against threats by avoiding
the organization and its environment need
them or correcting or compensating for the
to be collected. This includes facts about the
organizations weaknesses.
organizations objectives, competition, financial
resources, facilities, employees, management,
Application
environment setting (e.g. technological, political,
SWOT represents Strengths, Weaknesses, social economic trends), history and reputation.
Opportunities and Threats.
The collected data is then evaluated to determine
whether the facts are strengths, weaknesses,
Threats Confront Avoid opportunities or threats for the organization.
Environment

Individuals in the group may do this separately


External

Opportunities Exploit Search with the results being compared afterwards.


Where there is disagreement on the evaluation
Strengths Weaknesses of a point the group needs to question - How
may this fact be considered as an opportunity
Internal Environment as well as a threat?; How may this apparent
strength turn out to be a weakness?; How does
A strength can be a resource which this weakness really represent a strength? The
the organization can use to achieve its answers to these types of questions may give
objectives; boards new insights into choosing appropriate
A weakness is a limitation, fault, or strategies.
defect in the organization that will
keep the organization from effectively
achieving its objectives;

11
12
APPENDIX C Relevance Do our activities continue to make
sense in terms of the conditions, needs or problems to
SELF-DIAGNOSTIC TOOL which they are intended to respond?

Introduction knowing the nature and extent of the


conditions, needs or problems for the
At times it can be difficult to assess which
region and its population now, and as
questions are most important to helping
they may have changed over time?
your organization fulfill their objectives.
knowing what other health authorities
Identification of what factors are of critical
and organizations are doing in relation
importance to your organization will help
to these conditions, needs or problems?
determine what information is needed to support
understanding the value-added that
decisions. For example, if your organization
our health care services are intended to
places high value on stakeholder (i.e. public,
provide in this context?
patients) satisfaction then you will be particularly
are the health care services we are
interested questions that address how the issue
currently providing relevant and
and recommendation affect your stakeholders.
appropriate to the needs of the
The following checklist contains thoughts to community?
highlight what aspects are most critical to your
Appropriateness Are levels of effort and
organization. Asking is it most important
selected methods of pursuing objectives sensible and
that will help in the selection and justification
sufficient?
of a recommendation.
degree to which each health care service
Management Direction Does everyone
is necessary for the accomplishment of
understand what they are meant to be doing?
stated objectives for the region
whether our organizations mission, degree to which each health care service
vision and priorities are clear, and are provided by the organization is necessary
understood and shared throughout the for the accomplishment of the stated
organization? provincial goals outlined in The Action
whether the provincial expectations for Plan for Saskatchewan Health Care
regional health authorities as outlined whether our health care services are
in the Roles and Expectations of the designed and delivered in a manner that
Minister of Health and Saskatchewans best responds to the nature and extent
Regional Health Authorities document are of the conditions, needs or problems
understood throughout the organization? identified?
whether there are shared values that bind whether the overall level and distribution
our organization together and help the of effort represented by our services
diversity of professional, administrative is proportional to stated objectives,
and cultural backgrounds work together? identified needs, etc. for the region?
whether staff have the authority and
tools they need to make decisions
and take action, consistent with the
responsibilities assigned to them?

13
APPENDIX C: SELF-DIAGNOSTIC TOOL

Achievement of Intended Results How Secondary impacts What are the unintended
challenging are our established goals, and have they effects of our activities, be they positive or negative?
been accomplished?
understanding the secondary impacts
extent to which our achievements in key (e.g. social, economic, financial,
result areas meet expectations in terms environmental, etc.) that our activities or
of (as applicable): the conditions, needs services could have on our patients, other
or problems concerned; established key stakeholders, related organizations
performance targets outlined by the and programs, and/or the community at
Performance Management Accountability large?
Indicators document; past organizational being able to explain secondary impacts
performance; the performance of that significantly impede or work at
comparable organizations or activities? cross-purposes to our stated objectives,
whether we are meeting our own or where such information might call
prescribed standards of practice i.e. we into question the value attached to
are doing the right things right? primary objectives?
whether we are meeting the objectives
Costs and productivity Are the relationships
and targets set out for us by the province
between costs, inputs and outputs favorable?
and as outlined in the Performance
Management Accountability Indicators whether defined service standards are
document? being met at least cost?
extent to which there is an appropriate
Acceptance Are patients and other key
balance between capital investments
stakeholders satisfied with the organization and its
and operating expenses, overhead and
services?
operations expenses, capacity-utilization
knowing the expectations of of major resources, etc?
our patients, our communities, how we compare to similar health
Saskatchewan Health and other key authorities with respect to the above
stakeholders and understanding the basis matters?
for these expectations? whether we meet the objectives outlined
the extent to which our patients, our in our strategic plan and budget?
communities, Saskatchewan Health
Responsiveness How well are we anticipating
and other key stakeholders indicate
and responding to change?
acceptance or satisfaction with the
organization and its products or services? whether the organization has effective
whether the organization and its health networks and processes to identify and
care services are respected within its peer assess important events and trends in its
network? environment?
does the organization seek input from the degree to which the organization
patients and stakeholders? has a history of being able to adapt or
does the organization disclose relevant respond successfully to changing needs,
information in a timely manner? circumstances, etc.?

14
APPENDIX C: SELF-DIAGNOSTIC TOOL

how the practices and track-record of the whether our organization has strategies
organization in this regard compare to for recruitment and retention of health
similar organizations? care professionals?
how well do we respond to patient, whether there is respect throughout the
public and stakeholder concerns? organization?
whether the organization has created a
Financial Results How good are the financial
culture of openness and transparency?
results in terms of matching costs with revenues
and appropriations, and financial assets with Protection of Assets How well do we protect
obligations? against surprise events or losses of key personnel,
critical occupations, client information, facilities,
whether our books of account, records
equipment, inventories, processes or agreements?
and financial management control and
information systems are in accordance whether we have strategies that
with sound financial policies and adequately respond to the nature and
procedures? level of risk of impairment or loss of our
how our cost and revenue ratios compare organizations key assets?
to similar organizations? whether these strategies and the
the extent to which our organizations organizations performance comply with
overall financial position is viable? applicable regulation?
whether our organization discloses how these strategies and performance
appropriate financial reports in a timely compare with the industry in general?
manner? whether contingency plans are in place
to replace CEO?
Working Environment Is it a happy, healthy
and constructive working environment where staff Monitoring and Reporting Do management
are motivated to work together, adapt to change, have the information they need to support their
and develop? decision-making and their own accountability, and
do they use it appropriately?
the degree to which our staff have the
ability and opportunity to provide whether the board and management
services to patients in a way that is receive complete, credible and fair
valued by patients? information that satisfies their
whether our staff are performing to decision-making and accountability
stated and agreed expectations, and are requirements?
receiving appropriate recognition for whether accountability reporting by
their efforts? management is done in a transparent
whether our human resources manner? The right things are reported
management plan is integrated to the governing body at the right time
into the organizations culture and and in the appropriate level of detail or
operating plans, thus enabling the aggregation?
recruitment, retention, development and the extent to which monitoring and
replenishment of well-qualified people? reporting systems are fair and effective?
the extent to which evaluation is fair,
regular, and consistent?

15
16
BOARD
EVALUATION
TOOL

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Introduction............................................................................................................................... 1
Value of Evaluation............................................................................................................................1
Board, Board Member and Committee Evaluation............................................................................1

How to Conduct An Evaluation.................................................................................................. 3


Who..................................................................................................................................................4
Steps in a Performance Evaluation Process.........................................................................................4

Board Evaluation: Questionnaire................................................................................................ 7


Forward.............................................................................................................................................11
Instructions.......................................................................................................................................11
STRATEGIC PLANNING..............................................................................................................13
FINANCIAL MANAGEMENT AND REPORTING....................................................................16
RELATIONSHIPS...........................................................................................................................18
QUALITY MANAGEMENT..........................................................................................................20
MONITORING, EVALUATION & REPORTING.......................................................................21
MANAGEMENT & PERFORMANCE.........................................................................................22
GOVERNANCE, STRUCTURE & ORGANIZATION...............................................................24
Summary Score (optional).................................................................................................................26
Key Accomplishments.......................................................................................................................26
Goals and Objectives.........................................................................................................................27
Opportunities to Increase Performance.............................................................................................27
Overall Assessment and Comments...................................................................................................27

Board Chair Evaluation: Questionnaire...................................................................................... 29


Forward.............................................................................................................................................33
Instructions.......................................................................................................................................33
LEADERSHIP..................................................................................................................................34
BOARD CULTURE........................................................................................................................35
RELATIONSHIPS/COMMUNICATION.....................................................................................36
Summary Score (optional).................................................................................................................37
Key Accomplishments.......................................................................................................................37
Goals and Objectives.........................................................................................................................37
Opportunities to Increase Performance.............................................................................................38
Overall Assessment and Comments...................................................................................................38
Board Member Performance Evaluation: Questionnaire............................................................. 41
Forward.............................................................................................................................................45
Instructions.......................................................................................................................................45
ATTRIBUTES AND RELATIONSHIPS........................................................................................46
ROLES AND RELATIONSHIPS....................................................................................................47
COMMUNICATIONS....................................................................................................................48
Summary Score (optional).................................................................................................................49
Key Accomplishments.......................................................................................................................49
Goals and Objectives.........................................................................................................................49
Opportunities to Increase Performance.............................................................................................50
Overall Assessment and Comments...................................................................................................50

Audit Committee Evaluation: Questionnaire.............................................................................. 53


Forward.............................................................................................................................................57
Instructions.......................................................................................................................................57
GOVERNANCE. STRUCTURE AND ORGANIZATION..........................................................58
COMMITTEE FUNCTIONS.........................................................................................................60
REPORTING...................................................................................................................................61
LEADERSHIP..................................................................................................................................62
Summary Score (optional).................................................................................................................63
Key Accomplishments.......................................................................................................................63
Goals and Objectives.........................................................................................................................63
Opportunities to Increase Performance.............................................................................................64
Overall Assessment and Comments...................................................................................................64
INTRODUCTION board, its members, or the committees have
adequately performed its roles and fulfilled its
responsibilities (i.e. strategic planning, budgeting,
Evaluation is part of the whole cycle of corporate
evaluation, risk management). Boards can also
governance. Best practices in corporate
assess the adequacy of board or committee
governance indicate that boards should establish
operations and decision-making processes (i.e.
formal processes for evaluating the performance
adequacy of information, committee structure,
of the board as a whole, board committees,
board composition, adequate discussion time,
board chair and board members. This will help
etc.). Furthermore, evaluation helps assess the
in fulfilling the boards responsibility to those to
effectiveness of the board or of a committee by
whom it is accountable.
looking at culture, opportunities for meaningful
It is important to remember that board participation, and communications with the
assessment and evaluation exists first to aid Ministers and management.
individuals and only second to highlight
performance shortfalls. Board, Board Member
and Committee Evaluation
Some of the benefits of evaluation are the
opportunities it provides to: The underlying principles and approaches
of evaluation are the same for boards,
highlight successes;
chairpersons, individual board members and
learn what processes are working well;
board committees. The major steps to conduct
identify and implement changes to areas
the evaluation are similar to those used for
requiring improvement;
evaluating the CEO, modified where appropriate.
self-improve;
In all cases, the scope and nature of the review
inform board renewal;
(i.e. how individuals will be evaluated and
change policies or practices; and
against what standards/objectives) should be
inform reallocation of resources.
defined before any data is collected. In addition
There are six basic types of evaluation: CEO, to formal evaluations, informal evaluations
whole board, board chair, whole committee, should be periodically conducted to avoid any
committee chair, director, and peer-to-peer surprises for the individual being reviewed.
evaluation. This document provides sample
Boards, their members and their committees are
evaluation instruments for a board to conduct:
usually evaluated against the criteria set out in
whole board; the board Charter/Expectation/Accountability
board chair; Document and/or their terms of reference such as
individual board member; and position statements.
audit committee evaluation.
The proceeding assessment forms are samples
only and may not include all the objectives a
Value of Evaluation
board wishes to assess in their evaluations. As
Evaluation provides the board with such, before embarking on any evaluation, the
information about what is working well board is encouraged to review the assessment
and what needs improvement. Evaluation form and tailor the form to meet their needs.
also presents information about whether the

1
INTRODUCTION

Performance expectations should be clear, Boards may introduce evaluation in stages,


align with the organizations mandate and starting with the full board and committee
strategic plan, and focus on the direction of the evaluations, and then moving to assessments
organization. The statements upon which the of the board chairperson and individual board
board or its members will be evaluated against members.
should be specific and measurable, not general
statements that could cause confusion.

The statements in the tools are qualitative in


nature. As such, before the start of an evaluation
cycle, the board will need to discuss and agree
upon how the indicators will be measured.
In particular, the board will need to know
which indicators in the tool will be measured
quantitatively and how they will be measured.
This is essential to a good evaluation process.

2
HOW TO CONDUCT who is in charge of the process? who is
accountable?
AN EVALUATION who will manage the process?
what are the confidentiality expectations
An evaluation of performance involves asking and how will they be met?
questions in the context of whether goals were how will reporting of results be handled?
achieved. For example, Did they do what was and
expected of them? Did he or she do what they what accountability does the board have
said they would do? And how well did they do for acting on the results?
it? 1
Evaluations consist of diagnostic, feedback,
Before beginning an evaluation, the board should and follow up phases. In the diagnostic phase,
spend time shaping the evaluation process. assessment data is collected via surveys, peer
This includes determining the mechanics of the reviews, observations and/or interviews. In the
process including setting a timeline, assessing feedback and follow up phases, results of the
the availability of resources and how much time diagnostic phase are summarized, key issues are
the board is willing to dedicate to the process. identified, feedback is provided and coaching on
Once an evaluation process is decided upon, it is action steps is set out.
important that the board stay committed to the
process. The evaluation process should allow opportunity
for the board members to discuss performance,
If a 360-degree evaluation will be conducted, a and feedback provided to the individual(s) being
board needs to determine who will be included reviewed should be delivered professionally in
in this evaluation. This includes asking, Are keeping with the nature of the review. There
we going to the right people for information? needs to be an understanding that performance
360-degree assessments are timely and a board will be looked at continually. A formal
needs to ensure that it has the capabilities and assessment of performance should be completed
resources to dedicate to such an evaluation. A annually.
board may find annually alternating between
surveys and 360-degree evaluations to be more In developing and carrying out an evaluation,
valuable and timely. board members should be mindful that:

If a 360-degree evaluation will be conducted, the best evaluations are conducted


evaluation instruments specific to the different regularly and have flexibility built into
groups (i.e. management, community the process;
stakeholders) should be developed, as these expectations/criteria for the evaluation
groups may not be able to fairly assess many of are agreed on by the board and those
the questions on the evaluation instrument. being evaluated at the beginning of the
evaluation period, and objectives are
In developing their evaluation process, a board measurable;
needs to answer: 2

Canadian Co-Operative Association. (June 2007). Governance Matters: questions the board should ask about CEO evaluation.
1

Dinner, J T Achieving Excellence in Assessing Individual Director Performance. Annual Board and CEO Assessment conference.
2

March 26, 2007.

3
HOW TO CONDUCT AN EVALUATION

evaluations occur as quickly as possible boards may decide to carry out the assessment
after the measurement period ends; as a committee of the whole, using scheduled
the whole process of evaluation is sessions or part of in-camera meetings
informative and constructive, not
For an evaluation of board or committee
punitive; it focuses on solutions rather
performance, it is recommended that the board
than problems and assigning blame;
complete its evaluation together and use the
a formal process is used to avoid/reduce
opportunity to discuss their performance and
subjective judgments of the performance;
how to improve weaknesses.
but ongoing informal evaluations in
addition to formal interim evaluations After the evaluation is complete, best practices
are also conducted. Informal evaluations suggest having one individual summarize the
supplement formal evaluations; evaluation results. The summary should ensure
the assessment and evaluation process that the sources of the information are kept
are used as a coaching tool; confidential and that the results are presented in
cause is separated from effect a meaningful way.
e.g. effect is board has not met
Any performance issues to be discussed can be
expectations; cause is board and its
done via a conversation between the board chair
stakeholders have not agreed on the
and the assessed committee and/or individuals.
allocation of objectives; and
controllable causes are separated from
Steps in a Performance
uncontrollable e.g. controllable is Evaluation Process
personnel costs rise due to an increase in
staff; uncontrollable is personnel costs Listed below are steps for conducting a
rise due to an increase in Employment performance evaluation. These same steps,
Insurance and Canada Pension Plan modified as appropriate, can be applied for
contributions. board, individual board member, and committee
evaluation processes.
Who Steps in a Performance Evaluation Process3
Generally, the board determines who will lead Step 1: Review the current evaluation procedures/
the evaluation process. It is a best practice that instruments by addressing the following questions:
one person on the board (i.e. the chair of the
Governance Committee) leads the process. what are the strengths and weaknesses
of the existing evaluation procedures/
Boards have several options for how they can instruments?
conduct an evaluation (ex: surveys, interviews, what is the purpose of the evaluation?
self-assessment, peer-to-peer assessment). Many and who will lead the evaluation?
boards make use of some type of evaluation whose input should be obtained when
instrument such as a questionnaire. Boards can evaluating performance chairperson,
use a questionnaire separately or in combination committee chairs, all members, senior
with interviews. When using questionnaires, stakeholder representatives, HCOs,

Brown D., Brown D., and Birbeck K. (1997). The Conference Board of Canada: a practical guide to assessing
3

and evaluating the board and CEO.

4
HOW TO CONDUCT AN EVALUATION

affiliates, or full 360-degree feedback determine the length and scope of the
from Saskatchewan Health, peers, those evaluation questionnaires and the nature
mentioned above, self? of questions (open or closed questions);
what criteria do we have for the current and
performance? Are they stated in the job incorporate into the evaluation forms/
description/charter? Are these criteria questionnaires the expectations of the
sufficient? accountability document and/or other
what measures or tools should be used? related documentation.
who are the end users of the evaluation
Step 3: Implement performance evaluations
results board members, the Ministry
of Health, or others? What are their distribute questionnaires to those
expectations? individuals whose input is to be
what degree of information about obtained;
evaluation results will be provided to the collect all questionnaires at the end of
stakeholders? Is the evaluation process the evaluation period;
strictly for internal use, or will others compile and summarize the results (this
have access to the results? can be done by a third party);
designate meets with the board/member/
Step 2: Plan a formal evaluation process /system and
committee to discuss the evaluation
develop evaluation forms/questionnaires
results agree on facts and explore
list all affected parties (those who are causes and solutions; and
required to complete the evaluation encourage the board/member/committee
forms and those who are going to be to act on agreed improvements and
evaluated), contact them for input to development steps.
setting objectives and expectations and
Step 4: Implement accountability mechanisms
involve them early in the process;
tie expectations of the board/member/ recommend or determine newly
committee to the boards mandate and established delegated authority levels,
objectives; expectations based on the evaluation
review current role and responsibilities of review;
the board/member/committee; communicate the results in summary to
identify important qualities expected to the board, particularly the chairperson
be demonstrated by the board/members/ of the board if the chairperson does
committee; not lead the evaluation, and senior
select specific performance standards representatives of the stakeholders; and
and measures/indicators that have been report the evaluation results to the
identified for this period; Minister and the Ministry of Health.

5
6
BOARD EVALUATION:
QUESTIONNAIRE
The following is a sample questionnaire for
board evaluation. If desired, the board may
choose to use other instruments to assess board
performance. This evaluation instrument is
intended to assess the board as a whole and not
individual board members or committees.

This questionnaire consists of a series of


statements that are tied to the roles and
expectations of the regional health authorities
(RHAs) as laid out in Roles and Expectations of
the Minister of Health and Saskatchewans Regional
Health Authorities. This questionnaire is designed
to assess the boards performance in meeting
the defined roles and expectations. Boards may
choose to customize this evaluation to include
the boards own goals and objectives and the
expectations set out in the board charter/terms of
reference and general bylaws.

It will be important for the committee overseeing


the evaluation process to determine and agree
upon the meaning of the performance ratings
in terms of objective and practical application
of results towards opportunities for growth and
development.

7
8
SAMPLE

9
10
BOARD EVALUATION: QUESTIONNAIRE

Board Evaluation: Questionnaire


Name:
For period of:

Forward
The proceeding Board Evaluation consists of a series of statements that relate to the defined expectations
set out for the board in the key areas described in the Roles and Expectations of the Minister of Health and
Saskatchewans Regional Health Authorities. These key areas are:

Strategic Planning
Fiscal Management and Reporting
Relationships
Quality Management
Monitoring, Evaluating, and Reporting; and
Management and Performance.

This evaluation questionnaire also sets out objectives that measure board performance in the area of
Governance, Organization, and Function.

This board evaluation uses the criteria:

1 Not at all: objective is not met; significant improvement is needed.


2 Developing: objective is sometimes met; work is needed to ensure objective is consistently met.
3 Complete: objective is consistently met.
4 Exceeds expectation: objective is consistently met and performance of objective requirements
exceeds expectations.
U Unknown there is not enough information to assess the objective.

Instructions
This tool measures the composition, functioning and performance of the board.

Using the criteria please indicate below your perceptions and evaluations of your boards work
performance. Mark only those categories in which you feel able to evaluate. Additional written comments
can be made in the space provided at the end of the evaluation.

11
12
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

STRATEGIC PLANNING

Establish vision, mission, and values consistent with the strategic direction provided by the province
and to establish the directions, key expectations, and performance measures for the health region.

The board: 1 2 3 4 U

Has a clear vision, mission and values.

Has a sound process for determining strategic directions for the organization.

Provides leadership in the development of a strategic plan that is realistic,


measurable, and consistent with provincial direction.

Has adequate procedures in place to ensure that its vision, mission, and values
guide the regions operational decisions.

Ensures that the regions operational plan supports the goals and objectives
in the health system strategic plan and is developed and implemented in
accordance with Saskatchewan Healths requirements and timeframes.

Support and Comply with legislations, regulations, provincial policies, and Ministerial Directives that
promote the achievement of the strategic direction of the health system.

The board: 1 2 3 4 U

Has reviewed and understands the legislation, regulations, and provincial


policies that impact the governance of the regional health authority.

Consults legislation, regulations, and provincial policies when making major


decisions.

Ensures that the provision of programs and services is in compliance with


legislation, directives, program guidelines, and contractual obligations.

Determine regional health service priorities.

The board: 1 2 3 4 U

Has an explicit process for determining priorities for health services.

13
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

STRATEGIC PLANNING

Develop intersectoral alliances and/or partnerships with other organizations

The board: 1 2 3 4 U

Ensures that the region is developing and participating in intersectoral


initiatives, such as Regional Intersectoral Committee (RIC), KidsFirst, School
Plus, and Acquired Brain Injury.

Works effectively with other RHAs, Saskatchewan Health, and other provincial
agencies or boards.

Fulfill its accountability to the Minister of Health.

The board: 1 2 3 4 U

Approves and ensures submission of operational plans and required reports to


the Minister according to guidelines and timelines.

Has processes in place to ensure that the Minister is appropriately informed of


all significant factors impacting the operational plan.

Has processes in place to ensure that Ministerial feedback about previous


plans and reports is incorporated into current reporting.

Ensure the planning and delivery of quality health services.

The board: 1 2 3 4 U

Has processes to ensure that the health services delivery system provides
adequate access to quality health services.

Has processes in place to effectively direct the CEO to address identified


problems of accessibility, safety, and cost/effectiveness of health services.

Has processes in place to ensure integration & coordination within and across
regional boundaries in the planning and delivery of health services.

Has processes in place to ensure that contracted providers are held


accountable for resources used and standards of care, and are compliant with
legislation.

14
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

STRATEGIC PLANNING

Allocate regional resources for delivery of services

The board: 1 2 3 4 U

Has processes to ensure alignment between resources allocated for service


delivery and its populations unique needs, taking into account overall
provincial directions.

Takes into account the long-term sustainability of programs and services when
allocating resources.

Submit a multi-year operational plan and the annual service and financial plan,
and deliver services within the approved budget.

The board: 1 2 3 4 U

Ensures submission of an operational plan that is consistent with provincial


guidelines to the Minister of Health.

Section Score (if applicable): ______

Strengths:

Weaknesses:

15
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

FINANCIAL MANAGEMENT AND REPORTING

Report on activities to the Minister.

The board: 1 2 3 4 U

Approves and ensures provision of financial reports and updates to the


Minister as required.

Safeguard the organizations resources through sound fiscal polices and effective internal controls.

The board: 1 2 3 4 U

Members understand and fulfill their fiduciary responsibilities.

Has explicit processes in place to ensure that its financial management and
information systems are in accordance with accepted standards.

Ensures polices and procedures are in place to achieve ethical and responsible
use of public funds.

Has established financial indicators and targets against which to measure the
organizations performance.

Commission an annual independent financial audit.

The board: 1 2 3 4 U

Approves the appointment of an independent auditor.

Reviews and understands the information contained in the annual audit.

Has a process in place to review the audit report and to implement, as required,
the recommendations contained in the audit.

16
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

FINANCIAL MANAGEMENT AND REPORTING

Ensure the health status and health needs of the population


being served are assessed on an ongoing basis.

The board: 1 2 3 4 U

Has established processes to asses the health status and health needs of the
population served on an ongoing basis.

Section Score (if applicable): ______

Strengths:

Weaknesses:

17
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

RELATIONSHIPS

Establish processes for effective communicating with the public.

The board: 1 2 3 4 U

Meetings are open to the public and time is provided on the agenda for dialogue
with groups and/or delegates.

Activities are adequately communicated to the public (through meetings,


reports, newsletters, educational activities and interaction with individuals
and groups).

Establish effective community development processes..

The board: 1 2 3 4 U

Has established a collaborative framework to ensure community involvement


in determining health needs, planning and evaluation (ex. Community Advisory
Networks).

Develop an effective working relationship with health care organizations in the region.

The board: 1 2 3 4 U

Ensures that it is regularly informed about the programs and services provided
by the health care organizations in the region.

Has processes in place that enable health care organizations to communicate


with the board.

Develop an effective working relationship with health care professionals.

The board: 1 2 3 4 U

Ensures that processes are in place (ex. questionnaires, 360 degree appraisals,
discussions with CEO) to assess the effectiveness of the regions working
relationship with health care professionals in the region (including physicians,
nursing staff, therapists, etc.)

Has processes in place that enable health care professionals communicate


with the board.

18
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

RELATIONSHIPS

Section Score (if applicable): ______

Strengths:

Weaknesses:

19
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

QUALITY MANAGEMENT

Ensure that effective quality assurance processes are in place.

The board: 1 2 3 4 U

Ensures that the organization has an effective process to receive and resolve
concerns of service for recipients and other stakeholders.

Ensures that there are processes in place for the protection of persons in care.

Ensures that the public and staff are informed of appropriate means of raising
and resolving safety or quality concerns with the board.

Ensure the privacy of health information.

The board: 1 2 3 4 U

Follows a process for ensuring that the health authority protects the privacy of
personal health information.

Follows a process for ensuring that the health authority uses personal health
information for appropriate and legal purpose.

Identify risks to its organization and ensure policies for risk management.

The board: 1 2 3 4 U

Has established and follows a process for identifying and minimizing potential
risks to the organization

Oversees the establishment of policies and processes to minimize loss (ex:


insurance coverage, code of ethics, contract management).

Ensures processes are in place to advise the Minister of potential risk to the
regional health authority in the operational plan and by other means.

Section Score (if applicable): ______

Strengths:

Weaknesses:

20
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

MONITORING, EVALUATION & REPORTING

Ensure the organizations information systems and management practices meet the regional health
authoritys and the Ministers need for information.

The board: 1 2 3 4 U

Management and information systems support the boards decision-making


and accountability requirements.

Has processes for ensuring that the regions financial, administrative,


statistical, and clinical information systems comply with any regulatory or
policy requirements and meet industry standards.

Assess and report on the health authoritys performance in addressing the health needs of its population.

The board: 1 2 3 4 U

Regularly assesses and reports on the health authoritys performance in


addressing the health needs of the population served

Ensure processes are in place to monitor, evaluate, and continuously improve the quality of work-life

The board: 1 2 3 4 U

Ensures a process is in place for monitoring and evaluating the quality of work-
life within the organization.

Provides direction to the CEO on quality of work-life issues.

Section Score (if applicable): ______

Strengths:

Weaknesses:

21
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

MANAGEMENT & PERFORMANCE

Develop processes for the ongoing education of regional health authority members.

The board: 1 2 3 4 U

Has a comprehensive orientation program for new members

Has established a process for ongoing education of board members.

Encourages member participation in provincial board education initiatives.

Make clear and informed decisions that all members can support.

The board: 1 2 3 4 U

Consistently follows an explicit process for decision-making.

Ensures that the decisions made by the board are clear.

Uses due diligence when making a decision.

Assumes collective responsibility for its decisions.

Perform an annual assessment of its performance and use those results


to continuously improve board performance.

The board: 1 2 3 4 U

Annually assesses its own performance, identifying areas of strength and


areas needing improvement.

Annual assessment results to make changes to improve its performance.

Establish sound processes for recruitment, appointment, and evaluation of the Chief Executive Officer.

The board: 1 2 3 4 U

Has a specific process and criteria for recruiting and appointing a CEO.

Has set clear expectations for the CEO and ensures the CEO understands these
expectations.

Has established and follows a process for regularly evaluating the performance
of the CEO.

22
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

MANAGEMENT & PERFORMANCE

Establish an effective working relationship with the Chief Executive Officer.

The board: 1 2 3 4 U

Has a process for assessing its working relationship with the CEO.

Has achieved an effective working relationship with the CEO.

Ensure a succession plan is in place for senior executives.

The board: 1 2 3 4 U

Has approved plan that will enable the organization to continue operating in the
event of the departure of key executives

Assists the Ministry in board succession planning by periodically assessing


member skills and advising the Ministry of skill sets needed for meeting
strategic objectives and future needs.

Section Score (if applicable): ______

Strengths:

Weaknesses:

23
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

GOVERNANCE, STRUCTURE & ORGANIZATION

The board: 1 2 3 4 U

Demonstrates an understanding of the distinction between governance and


management and acts appropriately in a governance role.

Committee composition and organization facilitates effective accomplishment


of board tasks.

Ensures that the role of board Committees, including their relationship to the
whole board, is clearly understood.

And its Committees have developed a board charter or terms of reference that
reflect the operation of the board and its Committees.

Meets regularly and frequently enough to accomplish its activities.

Ensures that the length of board meetings is appropriate to


accomplish board tasks.

Meeting agendas are structured to focus on items critical to board roles


and responsibilities and allow members to discharge their oversight
responsibilities.

Meeting agendas address topics that link to the organizations strategic plan
and goals.

Meeting material is distributed far enough in advance of meetings to allow for


adequate preparation.

Ensures that everyone has an equal opportunity (and is encouraged) to


participate in discussions at board meetings.

Use of in-camera sessions is appropriate and effective.

Ensures there is enough management representation at Committee meetings to


ensure a thorough understanding of all items on the agenda.

Ensures rigorous processes are in place to evaluate its own performance on an


annual basis.

Overall, operates smoothly and effectively.

Overall, fulfills its mandate effectively.

24
BOARD EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

GOVERNANCE, STRUCTURE & ORGANIZATION

Section Score (if applicable): ______

Strengths:

Weaknesses:

25
BOARD EVALUATION: QUESTIONNAIRE

Summary Score (optional)

Key Area Section Score Maximum Score Possible*

Strategic Planning 84

Fiscal Management and


36
Reporting

Relationships 28

Quality Management 36

Monitoring, Evaluating, and


20
Reporting

Management and Performance 64

Governance, Structure, &


60
Organization

Total Score 328

* reduce by 4 for every unknown recorded

Key Accomplishments
List the major accomplishments for the board

Accomplishment Comments

1.

2.

3.

4.

5.

26
BOARD EVALUATION: QUESTIONNAIRE

Goals and Objectives


List the top goals set out for the board for the past year and the status of achievement for each.

Goals Status

1.

2.

3.

4.

5.

Opportunities to Increase Performance


List areas where the board could improve performance and how those areas could be developed.

Area of Improvement Resources/Plan for Development

1.

2.

3.

4.

5.

Overall Assessment and Comments

27
28
BOARD CHAIR
EVALUATION:
QUESTIONNAIRE
The following is a sample questionnaire for
Board Chair evaluation. If desired, the board
may choose to use other instruments to assess the
board chairs performance.

This evaluation instrument consists of a


series of statements that are tied to the roles
and expectations of the board chair. This
questionnaire is designed to assess the board
chairs performance in meeting the defined
roles and expectations. Boards may choose
to customize this assessment tool to include
the boards expectations of the chair and the
objectives set out in the chairs position statement
and the general bylaws.

It will also be important for the committee


overseeing the evaluation process to determine
and agree upon the meaning of the performance
ratings in terms of objective and practical
application of results.

29
30
SAMPLE

31
32
BOARD CHAIR EVALUATION: QUESTIONNAIRE

Board Chair Evaluation: Questionnaire


Name:
For period of:

Forward
The proceeding Board Chair evaluation consists of a series of statements that relate to the expectations set
out for the board chair. These key areas are:

Leadership;
Board Culture; and
Relationships/Communications.

This Board Chair evaluation uses the criteria:

1 Not at all: objective is not met; significant improvement is needed.


2 Developing: objective is sometimes met; work is needed to ensure objective is consistently met.
3 Complete: objective is consistently met.
4 Exceeds expectation: objective is consistently met and performance of objective requirements
exceeds expectations.
U Unknown there is not enough information to assess the objective.

Instructions
This tool measures the composition, functioning and performance of the board chair.

Using the criteria please indicate below your perceptions and evaluations of your board chairs work
performance. Mark only those categories in which you feel able to evaluate. Additional written comments
can be made in the space provided at the end of the evaluation.

33
BOARD CHAIR EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

LEADERSHIP

The Board Chair: 1 2 3 4 U

Ensures that the Board is addressing meaningful issues and taking


responsibility in appropriate areas.

Manages meetings so they are constructive, focused, and effective.

Ensures that the concerns of the Board members are reflected in meeting
agendas

Provides effective leadership, with the CEO and senior management, to the
organizations planning process

Sets clear objectives for board meetings.

Allows appropriate time for strategic planning.

Manages conflicts of interest effectively.

Overall, manages board meetings effectively.

Section Score (if applicable): ______

Strengths:

Weaknesses:

34
BOARD CHAIR EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

BOARD CULTURE

The Board Chair: 1 2 3 4 U

Encourages the full contribution of and participation by all members of the


board, creating an open atmosphere for board members to ask questions or
dissent freely.

Creates an environment conducive to team building.

Fosters and builds an open working relationship between the board and senior
management.

Section Score (if applicable): ______

Strengths:

Weaknesses:

35
BOARD CHAIR EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

RELATIONSHIPS/COMMUNICATION

The Board Chair: 1 2 3 4 U

Adequately communicates the boards wishes to management and reports


back on the results.

Maintains open channels of communication with board members between


board meetings.

Provides adequate feedback to the board respecting communication with the


Minister (or Saskatchewan Health).

Reports regularly to the board about issues that are relevant to their
governance responsibilities.

Works with board Committee Chairs to ensure effective communication


between board Committees and the board.

Attends board Committee meetings where appropriate.

Takes a proactive role in developing a good working relationships and ensures


that the CEO has an effective relationship with Saskatchewan Health.

Reports regularly to the board about issues that are relevant to their
governance responsibilities.

Section Score (if applicable): ______

Strengths:

Weaknesses:

36
BOARD CHAIR EVALUATION: QUESTIONNAIRE

Summary Score (optional)

Key Area Section Score Maximum Score Possible*

Leadership 28

Board Culture 12

Relationships/Communications 24

Total Score 60

* reduce by 4 for every unknown recorded

Key Accomplishments
List the major accomplishments for the Chair

Accomplishment Comments

1.

2.

3.

4.

5.

Goals and Objectives


List the top goals set out for the Chair for the past year and the status of achievement for each.

Goals Status

1.

2.

3.

4.

5.

37
BOARD CHAIR EVALUATION: QUESTIONNAIRE

Opportunities to Increase Performance


List areas where the Chair could improve performance and how those areas could be developed.

Area of Improvement Resources/Plan for Development

1.

2.

3.

4.

5.

Overall Assessment and Comments

38
39
40
BOARD MEMBER
PERFORMANCE
EVALUATION:
QUESTIONNAIRE
The following is a sample questionnaire for
evaluation of board member performance.

There are several models for board member


performance evaluation including self-evaluation,
peer-to-peer evaluation, or a combination of
both. Best practices encourage boards to use
peer-to-peer evaluation for director evaluation.

This evaluation instrument consists of a


series of statements that are tied to the roles
and expectations of board members. This
questionnaire is designed to assess the
performance of individuals in meeting the
defined roles and expectations. Boards may
choose to customize this assessment tool to
include the boards expectations of its members
and the objectives set out in the board member
position statement and the general bylaws.

For board member performance assessment,


boards may wish to allow new board members
(those who have been on the board for a period of
less than one year) to opt out of the assessment.

It will also be important for the committee


overseeing the evaluation process to determine
and agree upon the meaning of the performance
ratings in terms of objective and practical
application of results.

41
42
SAMPLE

43
44
BOARD MEMBER PERFORMANCE: QUESTIONNAIRE

Board Member Performance Evaluation: Questionnaire


Name:
For period of:

Forward
The proceeding board member evaluation consists of a series of statements that relate to the expectations
set out for board members in the dimensions of competency, contribution, and characteristics.

The questionnaire consists of objectives in the following areas:

Attributes and Relationships;


Roles and Responsibilities; and
Communications.

This Board Member evaluation uses the criteria:

1 Not at all: objective is not met; significant improvement is needed.


2 Developing: objective is sometimes met; work is needed to ensure objective is consistently met.
3 Complete: objective is consistently met.
4 Exceeds expectation: objective is consistently met and performance of objective requirements
exceeds expectations.
U Unknown there is not enough information to assess the objective.

Instructions
This tool measures the performance of the board member.

Using the criteria please indicate below your perceptions and evaluations of the board members
work performance. Mark only those categories in which you feel able to evaluate. Additional written
comments can be made in the space provided at the end of the evaluation.

45
BOARD MEMBER PERFORMANCE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

ATTRIBUTES AND RELATIONSHIPS

The Board Member: 1 2 3 4 U

Acts honestly and in good faith with a view to the best interests of the
organization

Follows the boards Code of Conduct and Ethics.

Is collegial and respectful of other board members

Works positively and co-operatively with the board team.

Encourages other board members to participate openly in meeting discussions.

Respects and abides by board decisions.

Section Score (if applicable): ______

Strengths:

Weaknesses:

46
BOARD MEMBER PERFORMANCE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

ROLES AND RELATIONSHIPS

The Board Member: 1 2 3 4 U

Exercises the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances

Understands his or her role and responsibilities as a board member.

Understands the roles and responsibilities of the board.

Understands the difference between governance and management of the


organization.

Understands the organization, its vision, mission, and goals.

Helps guide the vision and strategic direction of the organization.

Avoids real and perceived conflicts of interest.

Regularly attends board meetings.

Comes to board meetings prepared and ready to participate in discussion.

Participates in initial board orientation and ongoing professional development.

Keeps informed about the organization, the industry, and the communities the
board serves.

Represents the interests of the whole health region rather than the specific
interests of any constituency, association or corporation.

Participates in the evaluation of the CEO, board and its committees.

Follows up and complete tasks assigned to him or her by the board.

Section Score (if applicable): ______

Strengths:

Weaknesses:

47
BOARD MEMBER PERFORMANCE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

COMMUNICATIONS

The Board Member: 1 2 3 4 U

Maintains appropriate confidentiality with respect to organizational matters.

Discloses information to the board that could be considered material to the


boards business or operations.

Communicates with the Chair in advance of meetings when planning to


introduce significant or new information or material at a board meeting.

Provides constructive criticism in a friendly, firm and positive manner.

Is receptive to ideas and suggestions brought forth by other board members.

Section Score (if applicable): ______

Strengths:

Weaknesses:

48
BOARD MEMBER PERFORMANCE EVALUATION: QUESTIONNAIRE

Summary Score (optional)

Key Area Section Score Maximum Score Possible*

Attributes and Relationships 24

Roles and Responsibilities 56

Communications 20

Total Score 100

* reduce by 4 for every unknown recorded

Key Accomplishments
List the major accomplishments for the board member.

Accomplishment Comments

1.

2.

3.

4.

5.

Goals and Objectives


List the top goals set out for the board member for the past year and the status of achievement for each.

Goals Status

1.

2.

3.

4.

5.

49
BOARD MEMBER PERFORMANCE EVALUATION: QUESTIONNAIRE

Opportunities to Increase Performance


List areas where the board member could improve performance and how those areas could be developed.

Area of Improvement Resources/Plan for Development

1.

2.

3.

4.

5.

Overall Assessment and Comments

50
51
52
AUDIT COMMITTEE
EVALUATION:
QUESTIONNAIRE
The following is a sample questionnaire for
Audit Committee evaluation. If desired, the
board may choose to use other instruments to
assess committees performance. This evaluation
instrument is intended to assess the Audit
Committee but can be customized to suit the
evaluation of other board committees.

This evaluation instrument consists of a series


of statements that are tied to the roles and
expectations for an Audit Committee. This
questionnaire is designed to assess the Audit
Committees performance in meeting these
roles and expectations. Boards may choose
to customize this instrument to include the
objectives set out in the Audit Committees
charter/terms of reference and the boards
expectations for the Audit Committee.

It will also be important for the committee


overseeing the evaluation process to determine
and agree upon the meaning of the performance
ratings in terms of objective and practical
application of results.

53
54
SAMPLE

55
Statements from: Brown Governance Inc. Team Performance Scorecard: evaluation tool for audit committees of the board.
4

56
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

Audit Committee Evaluation: Questionnaire


Name:
For period of:

Forward
The proceeding Audit Committee evaluation consists of a series of statements4 that relate to expectations
in key areas set out for an Audit Committee. These key areas are:

Governance, Structure and Organization;


Committee Functions;
Reporting; and
Leadership.

This Audit Committee evaluation uses the following criteria:

1 Not at all: objective is not met; significant improvement is needed.


2 Developing: objective is sometimes met; work is needed to ensure objective is consistently met.
3 Complete: objective is consistently met.
4 Exceeds expectation: objective is consistently met and performance of objective requirements
exceeds expectations.
U Unknown there is not enough information to assess the objective.

Instructions
This tool measures the organization, functioning and performance of the board Audit Committee.

Using the criteria, please indicate below your perceptions and evaluations of the Audit Committees work
performance. Mark only those categories in which you feel able to evaluate. Additional written comments
can be made in the space provided at the end of the evaluation.

57
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

GOVERNANCE. STRUCTURE AND ORGANIZATION

The Audit Committee: 1 2 3 4 U

Is of the appropriate size and composition for the roles and responsibilities
expected of it.

Members understand its roles and responsibilities.

Membership is sufficiently independent of management.

Is made up of diverse and complimentary members well suited to the work of


the Committee.

Has clear terms of reference that provide it sufficient latitude to perform its
duties and objectives.

Has an appropriately high level of necessary skills (ex. financial skills).

Keeps current on changes in accounting and disclosure policies and guidelines.

Understands the health region and its industry.

Understands the significant operational and financial issues of the


organization.

Receives the appropriate amount of orientation.

Receives ongoing education where necessary.

Is of the appropriate size and composition for the roles and responsibilities
expected of it.

58
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

GOVERNANCE. STRUCTURE AND ORGANIZATION

Meetings

The Audit Committee: 1 2 3 4 U

Uses an annual work calendar to plan meetings, address issues and align with
planning and reporting cycles.

Meetings are of such duration to cover all necessary agenda items with
enough time for adequate discussion

Ensures there is effective, respectful, open communication between


Committee members allowing for full discussion, expression of views, and
asking of tough questions.

Ensures there is effective, respectful, open communication between the audit


Committee and management.

Ensures there is enough management representation at Committee meetings to


ensure a thorough understanding of all agenda items.

Meeting minutes are clear and useful, capturing all relevant issues and
decisions.

Ensures rigorous processes are in place to evaluate its own performance on an


annual basis.

Operates smoothly and effectively.

Overall, fulfills its mandate effectively.

Section Score (if applicable): ______

Strengths:

Weaknesses:

59
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

COMMITTEE FUNCTIONS

The Audit Committee: 1 2 3 4 U

Understands how to measure performance and make appropriate comparisons


against budget, plan and prior periods.

Reviews statements, and other management disclosures for consistency,


accuracy, and transparency.

Annually evaluates the transparency and quality of the and financial


statements.

Annually reviews the selection and application of critical accounting policies

Selects the external auditor (with board approval) and ensures his or her
independence.

Reviews and approves the annual external audit plan (including areas of risk,
scope, and estimated fees).

Compares and benchmarks internal and external audits with leading


organizations.

Makes recommendations for any significant internal audit control deficiencies.

Meets with the internal auditor regularly, with and without senior management
present.

Section Score (if applicable): ______

Strengths:

Weaknesses:

60
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

REPORTING

The Audit Committee: 1 2 3 4 U

Receives comprehensive and regular updates on key business risks.

Takes appropriate action on key risks that could affect reported financial
results and disclosures.

Has access to outside professional advice (accounting, legal, etc.) if necessary.

Receives the information it needs to fulfill its responsibilities.

Receives the information it needs in a timely manner

Ensures that the content and format of management presentations is


appropriate and sufficient.

Reports completely and accurately to the board following each meeting.

Has put in place a procedure for complaints about accounting irregularities


and financial malfeasance, ensuring no repercussions for employees
(whistleblowing).

Section Score (if applicable): ______

Strengths:

Weaknesses:

61
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

1 = Not at all 2 = Developing 3 = Complete 4 = Exceeds Expectations U = Unknown

LEADERSHIP

The Audit Committee: 1 2 3 4 U

Has a sound knowledge of finance and accounting.

Understands and fulfils his/her responsibilities.

And the CFO have a strong, positive working relationship.

Understands the respective roles of the board, the Committee, and


management.

Is effective at leading Committee meetings

Encourages meaningful discussion.

Brings closure and timely decision-making to the key issues.

Provides effective leadership and direction to the Committee.

Section Score (if applicable): ______

Strengths:

Weaknesses:

62
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

Summary Score (optional)

Key Area Section Score Maximum Score Possible*

Governance, Structure &


84
Organization

Committee Function 36

Reporting 32

Leadership 32

Total Score 184

* reduce by 4 for every unknown recorded

Key Accomplishments
List the major accomplishments for the Audit Committee

Accomplishment Comments

1.

2.

3.

4.

5.

Goals and Objectives


List the top goals for the Committee for the past year and the status of achievement for each.

Goals Status

1.

2.

3.

4.

5.

63
AUDIT COMMITTEE EVALUATION: QUESTIONNAIRE

Opportunities to Increase Performance


List areas where the Audit Committee could improve performance and how those areas could be developed.

Area of Improvement Resources/Plan for Development

1.

2.

3.

4.

5.

Overall Assessment and Comments

64
BOARD
REMUNERATION

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Intent Remuneration

The intent of this policy is to establish the 1. The maximum rate of remuneration
maximum rates for the remuneration and for regional health authority and the
reimbursement for expenses that may be paid to Saskatchewan Cancer Agency related duties
members of regional health authorities and the are as follows:
Saskatchewan Cancer Agency. (i) for the chairperson of a regional health
authority and the Saskatchewan Cancer
Legislative Authority Agency:
The Regional Health Services Act, Secton17 maximum per diem $300.00
Lieutenant Governor in Council Order 75/2003, maximum hourly rate $37.50
dated February 12, 2003 (ii) for all other regional health authority
The Cancer Agency Act, Section 7 and the Saskatchewan Cancer Agency
Lieutenant Governor in Council Order 115/2007, members:
dated March 6, 2007 maximum per diem $200.00
maximum hourly rate $25.00
(Please note that the above Orders in Council were
not published in The Saskatchewan Gazette.) 2. The payment of remuneration to all members
of the regional health authority and the
Policy Saskatchewan Cancer Agency will be
calculated as follows:
The rates for remuneration and reimbursement
for expenses for members of a regional health (i) for each of the following in excess of
authority effective August 1, 2002 and the five hours, the amount to be paid is the
rates for remuneration and reimbursement for maximum per diem:
expenses for members of the Saskatchewan A. regularly scheduled regional health
Cancer Agency effective March 6, 2007 are as authority and the Saskatchewan
follows: Cancer Agency meetings;
Retainers B. meetings of a regional health
authority and the Saskatchewan
The maximum rate for a monthly retainer for a
Cancer Agency other than regularly
chairperson of a regional health authority and
scheduled meetings;
the Saskatchewan Cancer Agency is $830.00
C. regional health authority and the
per month, with such retainer to be paid on
Saskatchewan Cancer Agency
a monthly basis, not in advance, and to be
committee meetings;
prorated for services to date of resignation when a
D. conferences or government initiated
chairperson resigns.
meetings at which the minister
considers regional health authority
and the Saskatchewan Cancer Agency
representation mandatory;
E. attendance at meetings authorized by
the regional health authority and the
Saskatchewan Cancer Agency;

1
(i) for each of the following less than Saskatchewan Cancer Agency related duties
five hours, the amount to be paid is that the authority considers reasonable to be
determined by multiplying the respective the amount supported by receipts.
hourly rate by the number of full hours
2. For each of the following, the payment of
spent at the meeting:
travel time to all members of a regional health
A. regularly scheduled regional health authority and the Saskatchewan Cancer
authority and the Saskatchewan Agency, will be determined by multiplying
Cancer Agency meetings; the respective hourly rate by the actual travel
B. meetings of a regional health time to a maximum of two times the per diem
authority and the Saskatchewan rate:
Cancer Agency other than regularly
A. regularly scheduled regional health
scheduled meetings;
authority and the Saskatchewan
C. regional health authority and the
Cancer Agency meetings;
Saskatchewan Cancer Agency
B. meetings of a regional health
committee meetings;
authority and the Saskatchewan
D. conferences or government initiated
Cancer Agency other than regularly
meetings at which the minister
scheduled meetings;
considers regional health authority
C. regional health authority and the
and the Saskatchewan Cancer Agency
Saskatchewan Cancer Agency
representation mandatory;
committee meetings;
E. attendance at meetings authorized by
D. conferences or government initiated
the regional health authority and the
meetings at which the minister
Saskatchewan Cancer Agency;
considers regional health authority
Travel and Sustenance Expenses and the Saskatchewan Cancer Agency
representation mandatory; or
1. The maximum reimbursement to members
E. attendance at meetings authorized by
of a regional health authority and the
the regional health authority and the
Saskatchewan Cancer Agency for travel
Saskatchewan Cancer Agency.
and sustenance expenses incurred in the
performance of their duties as members In the case of regional health authorities, all of
of a regional health authority and the the above rates are to be calculated as and from
Saskatchewan Cancer Agency will be in August 1, 2002.
accordance with the rates approved under The
In the case of the Saskatchewan Cancer Agency,
Public Service Act, 1998 for employees in the
all of the above rates are to be calculated as and
Public Service.
from March 6, 2007.
2. The maximum reimbursement of expenses
to members of a regional health authority
and the Saskatchewan Cancer Agency for
conference registrations and other actual
expenses incurred in the performance of
authorized regional health authority and the

2
CEO
EVALUATION
TOOL

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

Introduction............................................................................................................................... 1
Value and Goals of CEO Evaluation.................................................................................................1

How to Conduct An Evaluation.................................................................................................. 3


Who..................................................................................................................................................4
Steps in a CEO Performance Evaluation Process...............................................................................4

SAMPLE CEO Evaluation Questionnaire................................................................................... 7


Tailoring the Evaluation Instrument..................................................................................................7
Measures and Objectives...................................................................................................................7

CEO Evaluation Questionnaire.................................................................................................. 11


Forward.............................................................................................................................................11
Instructions.......................................................................................................................................13
Support to Corporate Governance.....................................................................................................15
Leadership.........................................................................................................................................17
Executive Management.....................................................................................................................19
Communications...............................................................................................................................21
Quality..............................................................................................................................................22
Health Human Resources.................................................................................................................23
Financial............................................................................................................................................24
Capital...............................................................................................................................................25
Summary Score.................................................................................................................................26
Accomplishments..............................................................................................................................26
Goals and Objectives.........................................................................................................................27
Opportunities to Increase Performance.............................................................................................27
Overall Assessment and Comments...................................................................................................27
INTRODUCTION Generally, individuals in leadership roles want
to perform well and help foster the success of
the organization. Individuals [also] want to
A board has many roles including providing
know what is expected of them and how they are
strategic direction and leadership for the
performing.1 The evaluation enables the board
organization. Since the responsibility to manage
to communicate goals, praise accomplishments,
the organization is delegated to the Chief
clarify expectations and outline accountabilities
Executive Officer (CEO), the board also has an
for the CEO.
important duty to ensure that the organization
has effective executive management. This Meanwhile, a well-designed CEO performance
includes: recruiting and hiring the CEO, setting evaluation system helps to provide the board with
expectations as defined in the employment information about what is working well and what
contract, job description and the annual goals areas need improvement. A CEO evaluation can
and objectives of the organization, and evaluating highlight early warning signals about strategic
the performance of the CEO. The monitoring decisions that may be affected or other problems
and evaluation of the CEOs performance is one that could affect organizational performance.
of the boards most critical functions.
First and foremost, an evaluation serves the
CEO evaluation contributes to a boards purpose to aid individuals and only second to
responsibility in recruiting and hiring the CEO. highlight performance shortfalls. The main
During recruitment, a board typically has specific objectives and goals of a CEO evaluation are:
expectations and goals in mind for a CEO to
to appropriately assess CEO
achieve. These expectations play a role in the
performance;
recruitment process by shaping the characteristics
to link executive performance to the
a board seeks in the CEO. As such, evaluating
organizations goals;
the CEO lends support to a measure of the
to foster CEO growth and development;
effectiveness of the CEO recruitment process. In
and
other words, did the recruitment process work?
to strengthen the relationship between
Did the board get what they set out to attain?
board and CEO.
Evaluating the CEO provides the board with
additional insight to ensuring the organization More specifically, a CEO evaluation process:
has effective executive management. That said, it provides a mechanism to assess how
is important that the CEO evaluation is focused effectively the CEO has implemented
on evaluating performance, not simply on board policies and decisions;
evaluating compliance. strengthens the congruence between
the mission, goals and objectives of the
Value and Goals of CEO Evaluation organization and those of the CEO;
The CEO evaluation is the mechanism by which enables the board to focus activities on
a CEO performance is assessed. Evaluation the organizations mission and strategic
provides value to both the CEO and the board. plan;

Canadian Co-Operative Association. (June 2007). Governance Matters: questions the board should ask about CEO evaluation.
1

1
INTRODUCTION

communicates board expectations of Overall, when performed diligently, a CEO


the CEO and provides a basis for future evaluation can provide input and guidance
CEO performance expectations; for the CEO to aid in improving both senior
facilitates coordination and teamwork management and organization performance.
among the organizations leadership;
creates a formal system for CEO
professional and personal development;
and
establishes parameters for CEO
performance that enable the board to
retain, provide constructive feedback
regarding CEO professional and
personal performance and if necessary,
quickly and appropriately terminate the
CEO.2

Orlikoff J E., Totten M K. (1996). American Hospital Association (AHA) Trustee Workbook: CEO evaluation and compensation.
2

2
HOW TO CONDUCT In developing their evaluation process, a board
needs to answer:4
AN EVALUATION
who is in charge of the process? who is
An evaluation of performance involves asking accountable?
questions in the context of whether goals were who will manage the process?
achieved. For example, Did they do what was what are the confidentiality expectations
expected of them? Did he or she do what they and how will they be met?
said they would do? And how well did they do how will reporting of results be handled?
it? 3 and
what accountability does the board have
Before beginning an evaluation, the board should for acting on the results?
spend time shaping the evaluation process.
This includes determining the mechanics of the Evaluations consist of diagnostic, feedback,
process including setting a timeline, assessing and follow up phases. In the diagnostic phase,
the availability of resources and how much time assessment data is collected via surveys, peer
the board is willing to dedicate to the process. reviews, observations and/or interviews. In the
Once an evaluation process is decided upon, it is feedback and follow up phases, results of the
important that the board stays committed to the diagnostic phase are summarized, key issues are
process. identified, feedback is provided and coaching on
action steps is set out.
If a 360-degree evaluation is conducted, boards
need to determine who will be included in the The evaluation process should allow opportunity
evaluation. This includes asking, Are we going for the board members to discuss performance,
to the right people for information? 360-degree and feedback provided to the individual(s) being
assessments are timely and boards need to ensure reviewed should be delivered professionally in
that they have the capabilities and resources keeping with the nature of the review. There
to dedicate to such an evaluation. Boards may needs to be an understanding that performance
find annually alternating between surveys and will be looked at continually. A formal
360-degree evaluations to be more valuable and assessment of performance should be completed
timely. annually.

If a 360-degree evaluation will be conducted, In developing and carrying out an evaluation,


evaluation instruments specific to the different board members should be mindful that:
groups (i.e. management, community the best evaluations are conducted
stakeholders) should be developed, as these regularly and have flexibility built into
groups may not be able to fairly assess many of the process;
the questions on the CEO evaluation instrument expectations/criteria for the evaluation
used by the board. are agreed on by the board and those
being evaluated at the beginning of the

Canadian Co-Operative Association. (June 2007). Governance Matters: questions the board should ask about CEO evaluation.
3

Dinner, J T Achieving Excellence in Assessing Individual Director Performance. Annual Board and CEO Assessment conference.
4

March 26, 2007.

3
HOW TO CONDUCT AN EVALUATION

evaluation period, and objectives are instrument such as a questionnaire. Boards can
measurable. use a questionnaire separately or in combination
evaluations occur as quickly as possible with interviews. When using questionnaires,
after the measurement period ends; boards may decide to carry out the assessment as
the whole process of evaluation is a committee as whole, using scheduled sessions
informative and constructive, not or part of in-camera meetings.
punitive; it focuses on solutions rather
If interviews are conducted, it is important that
than problems and to assign blame;
the board chair and CEO are kept separate.
a formal process is used to avoid/reduce
Typically, the chair of the Governance/
subjective judgments of the performance;
Nomination Committee would conduct
but ongoing informal evaluations in
interviews for the CEO assessment. In cases
addition to formal interim evaluations
where the board chair is also the Governance/
are also conducted. Informal evaluations
Nomination Committee chair, then the chair
supplement formal evaluations;
of the Management or HR Committee would
the assessment and evaluation process
conduct the interviews.
are used as a coaching tool;
cause is separated from effect After the evaluation is complete, best practices
e.g. effect is board has not met suggest having one individual summarize the
expectations; cause is board and its evaluation results. The summary should ensure
stakeholders have not agreed on the that the sources of the information are kept
allocation of objectives; and confidential and that the results are presented in
controllable causes are separated from a meaningful way.
uncontrollable e.g. controllable is
Boards may choose to collectively analyze the
personnel costs rise due to an increase in
results to determine what issues to discuss with
staff; uncontrollable is personnel costs
the CEO or choose to assign this task to the
rise due to an increase in Employment
Governance Committee. Any performance issues
Insurance and Canada Pension Plan
to be discussed can be done via a conversation
contributions.
between the board chair and the CEO. This will
also contribute to strengthening the relationship
Who between the board chair and CEO.
Generally, the board determines who will lead
the evaluation process. It is a best practice that Steps in a CEO Performance
one person on the board (i.e. the chair of the Evaluation Process5
Governance/Nomination Committee) leads the
Step 1: Review the current CEO evaluation
process.
procedures/instruments by addressing the following
Boards have several options for how they can questions:
conduct an evaluation (ex: surveys, interviews,
what are the strengths and weaknesses
self-assessment, peer-to-peer assessment). Many
of the existing evaluation procedures/
boards make use of some type of evaluation
instruments?

Brown D., Brown D., and Birbeck K. (1997). The Conference Board of Canada: a practical guide to assessing
5

and evaluating the board and CEO.

4
HOW TO CONDUCT AN EVALUATION

what is the purpose of evaluating the select specific performance standards


CEO? and who will lead the CEO and measures/indicators that have been
evaluation? identified for this period;
whose input should be obtained when determine the length and scope of the
evaluating the CEOs performance evaluation questionnaires and the nature
chairperson, committee chairs, of questions (open or closed questions);
all members, senior stakeholder and
representatives, HCOs, affiliates, or full incorporate into the evaluation forms/
360-degree feedback from Saskatchewan questionnaires the expectations of the
Health, peers, those mentioned above, accountability document and/or other
self? related documentation.
what criteria do we have for the current
Step 3: Implement performance evaluations
CEOs performance? Are they stated in
the job description/contract? Are these distribute questionnaires to those
criteria sufficient? individuals whose input is to be
what measures or tools should be used? obtained;
who are the end users of the evaluation collect all questionnaires at the end of
results board members, Saskatchewan the evaluation period
Health, or others? What are their compile and summarize the results (this
expectations? can be done by a third party);
what degree of information about designate meets with the CEO to discuss
evaluation results will be provided to the the evaluation results agree on facts
stakeholders? Is the evaluation process and explore causes and solutions; and
strictly for internal use, or will others encourage the CEO to act on agreed
have access to the results? improvements and development steps.

Step 2: Plan a formal evaluation process /system and Step 4: Implement accountability mechanisms
developing evaluation forms/questionnaires
recommend or determine newly
list all affected parties (those who are established delegated authority levels,
required to complete the evaluation expectations based on the evaluation
forms and those who are going to be review;
evaluated), contact them for input to communicate the results in summary to
setting objectives and expectations and the board, particularly the chairperson
involve them early in the process; of the board if the chairperson does
tie expectations of the CEO to the not lead the evaluation, and senior
boards mandate and objectives representatives of the stakeholders; and
review current role and responsibilities of report the evaluation results to the
the CEO; Minister and the Department of Health
identify important qualities expected to
be demonstrated by the CEO;

5
6
SAMPLE CEO EVALUATION Measures and Objectives
QUESTIONNAIRE The CEO evaluation objectives (or what will
be measured) will likely have already been
The following is a sample questionnaire for CEO identified by the strategic plan. The statements
evaluation. As is, the evaluation instrument may also link to the characteristics desired
consists of a series of statements that are tied by a successful organization: leadership and
to the roles and expectations of the regional stewardship, strategic planning and vision,
health authorities (RHAs) laid out in Roles achievement of organizational objectives, human
and Expectations of the Minister of Health and resource management and succession planning,
Saskatchewans Regional Health Authorities and relationships: management, stakeholder, board;
to the expectations set out in the Accountability integrity and ethical leadership; and financial
Document. performance.6

It is recommended that the board customize this Measures in a CEO evaluation relate to the
evaluation based on their organizations mission, objectives; this is how the objective will be
strategic plan, goals, and expectations agreed assessed. This can be done i.e. for results: look
upon by the CEO and outlined in the CEO at employee satisfaction; for competency:
contract and job description. developing others, impact and influence,
initiative, self-confidence, service orientation,
Tailoring the Evaluation Instrument team leadership, teamwork and cooperation.

Performance expectations set for a CEO should


be clear, align with the organizations mandate
and strategic plan, and focus on the direction of
the organization. The statements upon which the
CEO will be evaluated against should be specific
and measurable, not general statements that
could cause confusion.

The statements in this tool are qualitative in


nature. As such, before the start of an evaluation
cycle, the board and CEO will need to discuss
and agree upon how the indicators will be
measured. In particular, the CEO will need
to know which indicators in the tool will be
measured quantitatively and how they will be
measured. This is essential to a good evaluation
process.

Canadian Co-operative Association. (June 2007). Governance Matters: questions the board should ask about CEO evaluation.
6

7
8
SAMPLE

9
10
SAMPLE CEO EVALUATION QUESTIONNAIRE

CEO Evaluation Questionnaire


Name:
For period of:

Forward
The proceeding CEO evaluation consists of a series of statements that relate to the expectations set by
the board and to the expectations in areas described in the Accountability Document. Statements are
also tied to the regional health authority roles and expectations presented in Roles and Expectations of the
Minister of Health and Saskatchewans Regional Health Authorities.

It will also be important for the committee overseeing the evaluation process to determine and agree upon
the meaning of the performance ratings in terms of rewards and consequences. This evaluation uses the
following performance ratings and criteria, which are set out in the Ministerial Directive for CEO Salaries:

5 - Outstanding Performance consistently exceeds all requirements of the objectives and results in
contribution beyond job expectations. Assigned to a CEO who has surpassed the expectations on all
ongoing and key objectives with great significance. Performance is far above the defined job expectations.
Considerations include:

How have the results far exceeded the defined expectations of the position? How do the
contributions clearly move the regional health authority forward?
Does he/she proactively initiate and lead change that advances beyond the defined objective and/
or regional health authority expectations?
Does the CEO continually apply ever-increasing job knowledge to address challenges and/or lead
new initiatives?
Does the CEO consistently achieve extraordinary success on additional assignments?
Does he/she accomplish high work quality and productivity by enhancing individuals and work
groups performance amidst significant obstacles?

4 - Consistently Exceeds Requirements Performance consistently exceeds most requirements and meets
all other requirements of the objectives. Assigned to a CEO who exceeds expected results in most of the
ongoing and key objectives. Considerations include:

How have the results exceeded expectation in the majority of the success measures? Is the
contribution clearly identifiable?
Does the CEO consistently seek out, accept, and achieve additional responsibilities that increase
job knowledge and skills?

11
SAMPLE CEO EVALUATION QUESTIONNAIRE

Does the CEO actively seek out, welcome change that supports continuous service/program
improvements?
Does he/she strongly exhibit positive behaviour that promotes and influences cooperation from
others?

3 - Fully Achieved Performance is consistently solid and reliable. Performance meets the requirements
of the objectives and may exceed requirements in some areas. Assigned to a CEO who consistently
demonstrates effective behaviours, good solid performer, and achieved the expected results in all areas or
may have exceeded in one or more of success and target measures. He/She is a consistent contributor to
the success of the regional health authority. Considerations when assigning this rating are:

Does the CEO always demonstrate competent performance and fully meet expectations in all
key areas?
Does the CEO occasionally exceed the defined requirements in some of the objectives and
success measures/targets?
Does the CEO successfully pursue opportunities to increase job knowledge/skills and apply new
knowledge effectively to meet objectives?
Does the CEO support and readily adjust to changing situations and priorities?
Does the CEO consistently influence positive working relationships?

2 - Developing Performance meets some, and is below other requirements of the objectives. There is need
for further improvement or experience on the job before performance fully meets the objectives expected.
Typically assigned to a CEO who is new to the position, is in the process of gaining a new skill or
competency and is working towards becoming fully proficient, or does not meet expectations in one or
more of the expected result areas. Other considerations in assigning the rating include:

Which objectives or success measures/targets do not meet the expectations at the full working level?
Does the CEO attempt to pursue development opportunities and/or apply new skills to meet
objectives/standards?
Does the CEO exhibit proactive problem solving to improve/and or adjust to situations or work
processes?
What behaviours are occasionally displayed that are not supportive of effective relationship
building and could be detrimental to the regional health authority?

12
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 - Consistently Does Not Meet Performance does not meet requirements of the objectives and significant
improvement needs to be demonstrated in the short-term. To be assigned when a CEOs performance is
consistently below the minimum acceptable expectations. Consider the following about the individual
performance level:

Does the CEO exhibit an inability to apply job knowledge/skills that may be addressed by a
development opportunity or further coaching?
How does the CEO demonstrate initiative to complete objectives and/or adjust to changing
situations?
What inappropriate behaviours and actions are displayed that create ineffective relationships
within and outside the regional health authority?

Instructions
Using the criteria, please indicate below your perceptions and evaluations of the CEOs work
performance. Mark only those categories in which you feel able to evaluate his/her performance.
Additional written comments can be made in the space provided at the end of the evaluation.

13
14
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

SUPPORT TO CORPORATE GOVERNANCE

How well does the CEO 1 2 3 4 5 N/A

Help the board establish a vision, mission, and values that are consistent
with the strategic direction provided by the province

Establish the directions, key expectations, and performance measures for


the health region.

Support and comply with legislation, regulations, provincial policies,


and Ministerial directives that promote the achievement of the strategic
direction of the health system.

Fulfill the RHAs accountability to the Minister of Health.

Report regularly to the RHA board on progress related to expectations in


the Accountability Document.

Work effectively with the RHA board as a whole

Has a strong working relationship with the board chair

Has a strong working relationship with board members.

Provide appropriate, adequate and timely information to the board.

Keep the board regularly informed on all important aspects of the status
and development of the organization, including plans, performance issues
and opportunities.

Implement board policies and recommend policies for Board consideration.

Understand the organizations requirement for governance practices


and support the board in its governance duties by providing necessary
information and access to people.

Ensure the board receives information destined for outside stakeholders


before it is communicated to them.

15
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

SUPPORT TO CORPORATE GOVERNANCE

How well does the CEO 1 2 3 4 5 N/A

Help educate the board about the organization.

Execute the direction that is provided by the board.

The board works effectively with other RHAs, Saskatchewan Health, and
other provincial agencies or boards.

Score: ___________

16
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

LEADERSHIP

How well does the CEO 1 2 3 4 5 N/A

Set a philosophy that is well understood, widely supported, consistently


applied and effectively implemented.

Impart a sense of mission and inspire a commitment to the organizations


goals. Acts as a model for others.

Provide clear directions and challenging but attainable performance


standards for self and for others.

Demonstrate leadership in leading a performance management process


that establishes annual goals, strategies and action plans that are
consistent with the RHA vision and mission.

Show an ability to achieve organizational goals and objectives.

Regularly deliver a consistent message to all stakeholders regarding the


vision, mission, and priorities of the organization.

Integrity and Ethics

How well does the CEO 1 2 3 4 5 N/A

Demonstrate a high level of personal values and ethics.

Enable and enforce an organization-wide high standard of ethics and


integrity.

Vision, Initiative, and Innovation

How well does the CEO 1 2 3 4 5 N/A

Comprehend and communicate the long-range purpose of the organization.

Anticipate changes in the organizations environment.

17
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

LEADERSHIP

Vision, Initiative, and Innovation (cont.)

How well does the CEO 1 2 3 4 5 N/A

Make innovative use of available resources and maximizes available


resources within budget.

Demonstrate innovation in forming strategies and forming long-and short-


term operating plans.

Generate, encourage, advance and promote innovative solutions and ideas


in pursuit of organizations objectives.

Show creativity and initiative in creating new programs.

Regularly demonstrate creativity in identifying new opportunities and


solving issues that the organization is facing.

Score: ___________

18
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

EXECUTIVE MANAGEMENT

How well does the CEO 1 2 3 4 5 N/A

Meet standard deadlines without sacrificing detail, accuracy,


comprehensiveness or quality of work.

Consistently make decisions that enable the organization to achieve its


goals.

Work with others to determine regional health service priorities

Clearly articulate priorities and ensure management focus and


accountability around addressing priorities.

Develop, implement and adhere to a multi-year operating plan that


supports the goals and objectives in the health system strategic plan and
in accordance with Saskatchewan Healths requirements and timeframes.

Seek feedback from public, employees, and other stakeholders as to the


organizations direction and operation.

Seek the confidence and support of the public and stakeholders for the
operating plan.

Provide programs and services in compliance with legislation, directives,


program guidelines and contractual obligations.

Establish and maintain a collaborative framework to ensure community


involvement in determining health needs, planning and evaluation (i.e.
establishing Community Advisory Networks).

Incorporate the results of needs assessment activities in the design and


delivery of programs and services.

Routinely evaluate the effectiveness of programs and services, and


implement changes as appropriate.

Consult with the Department, public, communities and stakeholders prior


to implementing major changes.

19
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

EXECUTIVE MANAGEMENT

How well does the CEO 1 2 3 4 5 N/A

Understand the concept of value creation and makes decisions on where


to allocate resources based on maximizing value to the organization

Maintain and utilizes a working knowledge of developmental trends in the


field (such as mental health, acute care, etc.)

Routinely meet the expectations set out for the RHA in the Accountability
Document.

Information Management

How well does the CEO 1 2 3 4 5 N/A

Develop, implement, and adhere to a multi-year information management


plan for the region that meets the expectations described in the
Accountability Document.

Reporting

How well does the CEO 1 2 3 4 5 N/A

Provide regular and timely reporting with respect to activities and


operations such as:
Annual reports
Operational plans
Population health status

Ensure that the RHA, in cooperation with other RHAs and Saskatchewan
Health, appropriately addresses local issues and provides timely reports to
Saskatchewan Health for province-wide or public policy issues.

Score: ___________

20
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

COMMUNICATIONS

How well does the CEO 1 2 3 4 5 N/A

Effectively plan and coordinate communication approaches that build


public support and awareness for the regional delivery of health care
services.

Establish a media presence and manage media relations effectively.

Relationships

How well does the CEO 1 2 3 4 5 N/A

Maintain good interpersonal relationships with chair, other board


members, senior managers, other employees, and key stakeholders

Communicate effectively with internal and external stakeholders about the


organizations mission, vision, goals and direction.

Foster independence and collaboration among team members.

Demonstrate flexibility and build effective working relationships.

Score: ___________

21
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

QUALITY

How well does the CEO 1 2 3 4 5 N/A

Work with the Health Quality Council through the appropriate sharing of
information and proactively identifying trends and issues of concern to the
council.

Support quality improvement initiatives for the region.

Support the Quality of Care Coordinator function in the region.

Ensure that employees, contracted providers and others involved in the


delivery of care in the region (such as fee-for-service physicians) have
required competencies.

Consistently provide high quality health services that improve health and
health outcomes.

Score: ___________

22
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

HEALTH HUMAN RESOURCES

How well does the CEO 1 2 3 4 5 N/A

Participate in implementing and monitoring health human resource


planning and strategies for the province. workplaces that provide
continuing education to meet RHAs objectives and supports employees
using their full range of skills.

Maintain a working climate that attracts, retains and motivates a diverse


staff of top quality people.

Establish career development and succession planning initiatives.

Ensure clear policies are in place for how the organization and its
employees operate.

Ensure effective processes for planning, communicating, measuring,


governing, delivering quality and providing for a safe work environment
support the work of the organization.

Score: ___________

23
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

FINANCIAL

How well does the CEO 1 2 3 4 5 N/A

Table a balanced operating budget.

Has a solid, up-to-date understanding of the organizations income


statement, balance sheet, cash flow and other financial measures relevant
to its business and financial situation.

Provide regular updates on the financial situation of the organization.

Have support from a qualified and competent CFO or other finance officer
who has day to day accountability for managing and monitoring the
organizations finances

Monitor and report on the performance and financial status of health care
organizations and contract providers who receive funding through the
region.

Ensure that the organizations financial records are accurate and up to


date.

Score: ___________

24
SAMPLE CEO EVALUATION QUESTIONNAIRE

1 = Consistently does not meet 3 = Fully Achieved 5 = Outstanding


2 = Developing 4 = Consistently Exceeds N/A = Not Applicable
Requirements

CAPITAL

How well does the CEO 1 2 3 4 5 N/A

Ensure that the physical assets (i.e. facilities, equipment) owned or


operated by the RHA and/or their affiliates and health care organizations
support the provision of the expected range and volume of services.

Ensure the facilities owned or operated by the RHA and/or their affiliates
and health care organizations incorporate pro-active maintenance
programs to protect the assets (facility and equipment).

Collaborate in the development of long-range plans for major medical


equipment replacement and facility renovations or replacements using the
Facility Management Plan from The Saskatchewan Health Capital Planning
Guide as reference.

Score: ___________

25
SAMPLE CEO EVALUATION QUESTIONNAIRE

Summary Score

Key Area Score Maximum Score Possible*

Support to Corporate
80
Governance

Leadership 75

Executive Management 90

Communications 30

Quality 25

Health Human Resources 25

Financial 30

Capital 15

Total Score 370

* reduce by 5 for every N/A recorded

Accomplishments
List the major accomplishments for the CEO.

Accomplishment Comments

1.

2.

3.

4.

5.

26
SAMPLE CEO EVALUATION QUESTIONNAIRE

Goals and Objectives


List the top goals set out for the CEO for the past year and the status of achievement for each.

Goals Status

1.

2.

3.

4.

5.

Opportunities to Increase Performance


List areas where the CEO could improve performance and how those areas could be developed.

Area of Improvement Resources/Plan for Development

1.

2.

3.

4.

5.

Overall Assessment and Comments

27
28
CEO
HIRING
GUIDE

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Introduction CEO to possess. Regional health authorities
are encouraged to develop a recruitment plan
The Chief Executive Officer (CEO) positions
containing position description, roles and
in regional health authorities are important and
responsibilities, and competencies of the CEO
challenging roles requiring talented leaders.
position. A recruitment plan also contains
In general, the CEO is the position in the
information such as potential interview
organization that carries the responsibilities of
questions and processes for reference checks and
carrying out the plans, policies and directives set
maintaining confidentiality.
by the Board. While the board Chair is the head
of the board, the CEO is head of management.
The Boards Role in Hiring
The CEO has three main functions:
A board has many roles including providing
implement strategic plans and directives;
strategic direction and leadership for the
enable the Board to fulfill its governance
organization. Since the responsibility to manage
role; and
the organization is delegated to the CEO, the
provide leadership and direction to the
board also has an important duty to ensure
organizations vision, mission and values.
that the organization has effective executive
In Saskatchewan, the CEO is responsible for management. This includes:
management/administration of all health services
recruiting and hiring the CEO;
and programs under the direction of the board.
setting expectations as defined in the
The CEO supports the strategic direction of employment contract, job description
the board to ensure that quality, effective and and the annual goals and objectives of
integrated health programs and services are the organization; and
delivered to the residents of the health region evaluating the performance of the CEO.
and Saskatchewan.
The board establishes the selection process for the
The relationship between the board and the CEO and hires the CEO in accordance with the
CEO is crucial to the ongoing success of the process.
organization. This relationship should be one
Since the hiring process can be lengthy, it is very
of trust and mutual respect where each party
important that the organization have a transition
understands and appreciates the role of the other.
or succession plan in place until the new CEO is
The board provides oversight and holds the CEO
hired.
accountable for the organizations performance
and, in so doing, must probe and critically
Sample Hiring Process
evaluate managements proposals and decisions.
On the other hand, the board and its members Needs Assessment
provide strategic advice and give support to the Before beginning the search, the board will
CEO. find it beneficial to take inventory of the
Recruiting a new CEO is one of the boards organization. This means that the board assesses
major undertakings. This task requires a lot the needs, strengths and areas of improvement
of preparation, including identification of of the organization as well as any potential
skills/abilities that the board requires the future challenges. The assessment considers
characteristics unique to the organization as

1
well as needs. The benefits of undertaking the accomplish, provides a description of specific
assessment is that it will provide the foundation responsibilities and duties, clarifies the division of
of the CEO job description by identifying responsibilities between board and CEO, as well
competencies and characteristics needed to as the governance style of the board. While the
uphold organizational strengths and help address board oversees the CEO, a key role of the CEO is
any challenges. Items to include in the assessment to manage the business and to be accountable to
are: vision and mission (including future goals), the board.
staff morale and needs, image and reputation,
In examining the job description, the board
financial status, board and senior management
should also review the salary and benefits
roles, and organizational structure (as shaped by
package. CEO salary ranges each regional
bylaws, policy and legislation).
health authority are specified by the Ministry of
Before proceeding with CEO job Healths CEO Salaries Directive policy. Boards
advertisement, determine what competencies are required to follow this policy.
and characteristics are needed to support the
CEO Recruitment Process
organization.
When conducting a CEO search, it is
When conducting the assessment, it would be
important to remember that considerable time is
wise for a board to acknowledge any obstacles
needed for screening applications and conducting
that could prevent an individual from accepting
reference checks. Due to the timeliness of a
the CEO position such as:
recruitment process, a board may consider using
is the salary compatible with the a professional recruitment agency to screen
expectations of the position? candidates and provide some initial comments.
does the organization and the board Utilizing a professional recruitment agency may
have a positive reputation for treatment be best when there are no obvious candidates,
of the CEO? when time is important and when the search is
being conducted at the national or international
After the above information is gathered, a board
level.
can then start preparing a position profile. A
position profile clarifies what type of person the Before beginning the search, the Board (or a
CEO would be. For example, what competencies, committee that has been struck to oversee the
characteristics and experience will be essential for recruitment process) needs to identify essential
the right CEO to have to be compatible with the criteria and preferred criteria of a successful
organizations culture and values? In addition, applicant; this criteria will serve as the screening
preferred criteria could also be listed to support criteria for all applicants. The board should also
the essential criteria identified. It is important have the interview questions and assessment
that the board agrees on these items; boards sheets for interview use prepared before the
may find it valuable to have senior management search begins.
participate and share their insight.
In addition, general information about the
Utilizing this new position profile the board regional health authority programs, services, size,
can proceed to review and update the CEO and budget as well as the community it serves
job description. Typically, a job description should be provided to short-listed candidates.
reflects the expectations of what the CEO will

2
After the board has completed these tasks, they many factors and not just rely on the information
can then begin the search. A high level of provided during the interview. Factors to
confidentiality should be maintained throughout consider include: interview performance,
the recruitment and hiring process. As such, the references and the alignment between the
board needs to have answers to the following interview answers and experience.
questions:
Hiring the Successful CEO Candidate
where will the applications be sent to?
Upon offering the position to the successful
who will be responsible for opening the
CEO candidate, the Board or hiring committee
mail?
should be clear about salary, salary increment
who prepares the information for the
schedule (set out by the CEO Salaries Directive
board or committee?
policy), benefits, holidays and length of probation
who will call to set up the interviews?
period. Most likely, these will be set out in the
who will write and send out rejection
CEO contract.
letters to unsuccessful applicants?
CEO Contract
A Board can identify potential candidates by
inviting CEOs and other senior executives to Sections 31 and 32 of The Regional Health
submit names of individuals who they identify as Services Act outline standard conditions for
being suitable for the job, by directly appealing employment of the CEO and provisions for
to specific individuals or by advertising for CEO termination. These requirements need to
candidates in newspapers, websites and online be articulated in the CEO contract. For example,
job search engines. amendments to a CEO contract need to be
filed within 30 days, the CEO contract must
After the deadline for applications has closed,
be publicly available, and there are notification
the Board or committee screens the resumes
requirements for CEO termination. All potential
against the key criteria set out for the position. A
candidates need to be made aware of these
short-list of candidates, usually three to seven, is
requirements prior to a formal offer being made.
compiled and those individuals are then invited
for interviews. As previously noted, salary levels, preferred
payments, as well as economic adjustments
When scheduling and conducting interviews,
should be clearly set out in the contract. In
be sure to allocate enough time to cover the
addition, the contract should set out the benefits
interview questions and get to know the
and allowances that will be provided pursuant to
interviewee.
the contract. The Saskatchewan Association of
Interview questions should guide the hiring Healthcare Organizations (SAHO) administers
committee to gain a sense of how the CEO employee benefits for most of the health sector.
candidate can demonstrate the necessary skills For more information contact SAHO or refer to
and competencies, align with the strategic their Internet site, http://www.saho.org.
direction of the board, and advance the
A model CEO contract template is provided on
organization towards its mission and vision.
the Internet at http://www.health.gov.sk.ca/rha-
When the time arrives to select the candidate policy-procedures-manual.
for the CEO position, the board should consider

3
Candidates should also be advised that the There are occasions where tensions can exist.
regulations under The Regional Health Services Act Should this dynamic relationship become
require the disclosure of salaries and benefits. adversarial, dysfunction and poor decision-
making will invariably result. Thus, it is
Before a candidate accepts the position, he or she
important that the Board hires a CEO with
may have additional questions. It is important
whom they feel they can have a good, effective
that the Board answers these questions honestly
working relationship
and openly, even if the answers do not portray
the organization favorably. This transparency is
important in helping the board and CEO build a
trust relationship with each other.

It is difficult to establish and maintain an


effective working relationship when the
CEO later discovers that he or she has been
misinformed, mislead, or uninformed about
important organizational issues.

4
SAMPLE JOB DESCRIPTION

Job Title: Chief Executive Officer

Function

To provide leadership to the organization and support the Boards governance role.
Implement strategic plans and directives. Lead and direct the organizations vision,
mission. Oversee organization operations to ensure the efficient delivery of high quality
health care services and cost-effective management of resources.

Reports to

Board of Directors

Experienced in Core tasks

Management
human resource management
staff organization
business reorganization
Reputation
Public Relations
Business and strategic planning
Leading (others, groups, organizations)
Performance management
Coordinating activities
Resource allocation and finances
Organizational change and performance management
Service management
Succession planning

Experienced in Core tasks

Problem solving capabilities;


Strategic orientation;
Leadership;
Results Orientation;
Communications skills;
Human Values (integrity, team building);
Commitment to Learning;
Client Service Orientation;
Flexibility;
Financial Management; and
Board relations.

5
Qualifications

Relevant academic preparation from a degree granting or professional body;


Demonstrated senior management experience in progressive and complex
organizational environments;
Proven track record in an executive capacity in the health sector;
Strong business credentials; and
Solid background in comprehensive programs service and planning with particular
commitment to public health issues.

Major Responsibilities/Accountabilities

Carries out policies established by the Board with the goal of supporting and
enhancing an integrated health services system within the Region;
Develop and implement/operationalize the strategic plan set out by the board;
Manage in accordance with organizational policies and direction;
Ensure financial performance and appropriate resource allocation;
Ensure systems and structures are in place for the effective management of the
organization;
Identify, monitor and manage risks and report results;
Demonstrate integrity and ethical leadership;
Recruit and select senior management team members, train and monitor senior
management team, and assess the performance of other management staff so as to
ensure a good management team is in place including succession planning;
Promote and support the organizations values, culture and philosophy;
Be responsible for the allocation of the valuable capital, human and technical
resources;
Represent the board externally to the community, government, media and other
organizations and agencies;
Ensure compliance with all legislative and regulatory requirements; and
Attend board and committee meetings as required.

6
CEO Performance Evaluation has effective executive management. That said, it
is important that the CEO evaluation is focused
As the CEO position is critical in defining the
on evaluating performance, not simply on
success of the board, it is very important for the
evaluating compliance.
board to have a process in place to monitor and
evaluate CEO performance. The monitoring and The process for setting the CEOs performance
evaluation of the CEOs performance is one of expectations and his or her subsequent evaluation
the boards most critical functions. Annually, should be agreed upon annually in advance
the board should conduct the CEOs formal by the board and the CEO. In addition to
performance evaluation, review and approve his performance objectives, some factors the CEO
or her compensation plus set his or her goals can be evaluated on include: relationships,
and objectives for the upcoming year. There leadership, human resource management,
is a sample CEO Evaluation Tool located on stewardship, plus strategic planning and
the Internet at http://www.health.gov.sk.ca/ vision. The annual review should provide an
governance. opportunity for open and frank discussion, and it
should allow the CEO to talk to the board about
The board delegates responsibility and related
past performance assessments and to set goals
authority to the CEO for the management and
for the upcoming year. The process should allow
operation of the organization and the CEO is
opportunity for the board members to discuss
accountable to the board.
the CEOs performance, and feedback provided
The evaluation process is the mechanism for to the CEO should be delivered professionally in
communicating goals, accomplishments, keeping with the nature of the review.
expectations and accountabilities, leading
The focus of the CEO evaluation process
ultimately to CEO and board success. Evaluation
should be informative, identifying areas where
is also beneficial for CEO development. The
improvement is needed and recognizing and
process provides opportunities to recognize
building on the positive governance practices
excellence, plus identify and acknowledge
the boards have developed.
strengths as well as shortfalls.
A CEO Evaluation Tool was developed by the
CEO evaluation contributes to a boards
Governance Committee for RHA board use and
responsibility in recruiting and hiring the CEO.
is available on the Internet at http://www.health.
During recruitment, a board typically has specific
gov.sk.ca/governance.
expectations and goals in mind for a CEO to
achieve. These expectations play a role in the Overall, in the evaluation process, it is
recruitment process by shaping the characteristics recommended that:
a board seeks in the CEO. As such, evaluating Expectations/criteria for the CEO are
the CEO lends support to a measure of the agreed on by the CEO at the beginning
effectiveness of the CEO recruitment process. In of the evaluation period, and are
other words, did the recruitment process work? objective and quantifiable to the fullest
Did the board get what they set out to attain? extent possible;
Evaluating the CEO provides the board with Evaluations occur as quickly as possible
additional insight to ensuring the organization after the measurement period ends;

7
Accountability mechanisms relating Included in these resources are the following,
to performance are identified and located on the Internet at http://www.health.gov.
expanded; and sk.ca/governance:
The whole process of evaluation is
CEO Evaluation Tool
informative and constructive, not
Guide to Corporate Governance
punitive; it focuses on solutions rather
Selected Governance Resources
than problems.
Additional resources can be found on the
Additional Resources Internet at http://www.health.gov.sk.ca/rha-
policy-procedures-manual and include the
To assist boards in their governance function, a
following:
list of resources, templates and tools have been
developed by the Governance Committee and RHA CEO Model Contract
Saskatchewan Ministry of Health. The material RHA CEO Salaries Directive
is not intended to be prescriptive; each board
is different and what may work for one board
may not necessarily work for another. Boards are
encouraged to adapt and use these documents to
suit their organization.

8
A GUIDE
TO HEALTH
SERVICES

Building Better Governance


ACHIEVING EXCELLENCE IN HEALTHCARE
Table of Contents

PART ONE: INTRODUCTION................................................................................................. 1


Purpose of the Guide to Health Services...........................................................................................1
Saskatchewan Ministry of Health......................................................................................................1
Roles and Responsibilities of Regional Health Authorities.................................................................2
Regional Health Authority Services............................................................................................2
Health Care Organizations.........................................................................................................2
Saskatchewan People...................................................................................................................3

PART TWO: LEGISLATIVE FRAMEWORK............................................................................. 5

PART THREE: HEALTH SERVICES......................................................................................... 7


Population Health/Public Health Services.........................................................................................7
Population Health Promotion Services........................................................................................7
Public Health Inspection and Monitoring...................................................................................8
Immunization and Communicable Disease Control...................................................................8
Screening Programs for Children................................................................................................8
Nutrition Services.......................................................................................................................8
Pre- and Post-Natal Programs.....................................................................................................8
Parent Education Programs.........................................................................................................9
Community Based Services...............................................................................................................9
Home Care Services....................................................................................................................9
Primary Home Care Services................................................................................................9
Additional Home Care Servies.............................................................................................9
Palliative Care Services.........................................................................................................9
Respite Care Services............................................................................................................10
Specialized Programs............................................................................................................10
Residential Long Term Care Services or Special-care Homes.............................................................10
Mental Health and Addiction Services..............................................................................................11
Mental Health Services...............................................................................................................11
Adult Community Services..................................................................................................11
Psychiatric Rehabilitation Services........................................................................................11
Inpatient Care Services.........................................................................................................12
Services for Children and Youth...........................................................................................12
Services for Youth and Adult Offenders................................................................................12
Problem Gambling Services..................................................................................................13
Crisis Intervention Services..................................................................................................13
Services for Alcohol and Drug Abuse..........................................................................................13
Outpatient Services..............................................................................................................13
Detoxification Services.........................................................................................................13
Inpatient Services.................................................................................................................14
Long-term Residential Services.............................................................................................14
Safe Driving - Driving Without Impairment Program.........................................................14
The Youth Drug Detoxification and Stablization Act of Saskatchewan.................................14
Rehabilitation Services and Services for People with Disabilities.......................................................15
Physiotherapy..............................................................................................................................15
Occupational Therapy.................................................................................................................15
Speech Language Pathology Services..........................................................................................15
Podiatry Services.........................................................................................................................15
Audiology Services......................................................................................................................15
Cognitive Disabilities Strategy....................................................................................................15
Fetal Alcohol Spectrum Disorder................................................................................................16
Autism Spectrum Disorder.........................................................................................................16
Acquired Brain Injury (ABI) Partnership Project........................................................................17
Hospital Based Services.....................................................................................................................17
Acute Care Services.....................................................................................................................17
Primary care.........................................................................................................................18
Secondary Care....................................................................................................................18
Tertiary Care........................................................................................................................19
Health Center Services......................................................................................................................19
Emergency Medical Services..............................................................................................................19
Cancer Services.................................................................................................................................19
Primary Health Care Services............................................................................................................20
Ensuring Quality Services.................................................................................................................21

PART FOUR: ACCOUNTABILITY............................................................................................ 23


Appendix 1: Summary of Saskatchewan Health Legislation............................................................25
Appendix 2: Summary of Common Acronyms...............................................................................33
Appendix 3: Overview of the Ministry of Health............................................................................39
Appendix 4: Self-regulating Health Professional Associations.........................................................41
PART ONE selected from community leaders and individuals
with knowledge and commitment to lead the
INTRODUCTION health system. Community Advisory Networks
provide additional guidance to regional health
Purpose of the Guide
authority boards. Health regions work closely
to Health Services
with the provincial government in planning and
This discussion paper outlines health services delivering health care services.
that must be available or accessible to all
The Saskatchewan Cancer Agency is a
Saskatchewan residents to promote health
corporate body established under and regulated
and prevent illness or injury. They range from
by The Cancer Agency Act with responsibility
health education and promotion to palliation,
for conducting a program for the prevention,
and are provided for the entire life cycle. To
diagnosis, treatment and follow-up of cancer in
meet requirements, a regional health authority
Saskatchewan.
must ensure that specified services under each
category (and, where applicable, under each A Health Care Organization receives
more specific component) are provided or funding from a regional health authority to
made available to residents of the health region. provide health services in compliance with
This paper is designed to provide basic health provincial policies and legislation.
service information to board members. More
The Athabasca Health Authority is a non-profit
information can be found on the Saskatchewan
corporate body operating under the authority
Health Internet site, http://www.health.gov.
of The Non-profit Corporations Act. Membership
sk.ca/.
includes First Nations and non-First Nations
The description of services given in this guide communities located in the Athabasca Basin.
provides a general overview of health services
commonly delivered within Saskatchewan. The Saskatchewan Ministry of Health
current delivery of health care services outlined
The Saskatchewan Ministry of Health has a
in this document can vary across health regions
mandate to support Saskatchewan residents
in Saskatchewan. For example, respite services
in achieving their best possible health and
(designed to provide relief for caregivers) can
well-being. The Ministry of Health carries out
be delivered in a residential home or in a health
this mandate by establishing policy direction,
care facility. Resources (such as staffing) and the
setting and monitoring standards, providing
population needs determine how the services
funding, supporting regional health authorities,
are delivered. While each organization might
and ensuring the provision of essential and
tailor the service delivery in a slightly different
appropriate services to Saskatchewan residents.
fashion, this document attempts to provide a
broad overview of the service through a basic The Ministry of Health is responsible for the
description. following:

Regional Health Authority refers to one of 12 monitoring, reporting on, and


corporate bodies in Saskatchewan. Each regional evaluating services and regional system
health authority is governed by a 12-member performance
board appointed by the Minister of Health. making recommendations about health
Board members of regional health authorities are system directions and priorities

1
PART ONE: INTRODUCTION

facilitating the development and Services Act sets out these responsibilities that
implementation of health policies include the following activities:
and strategies, including legislation,
planning and delivering health services
standards and measures
allocating and managing resources
monitoring and assessing population
ensuring reasonable access to services
health status
monitoring, reporting on, and
monitoring and securing the boards
evaluating services and regional system
compliance with legislation and
performance
standards
conduct nee