NORTH EAST LHIN BOARD PACKAGE GOVERNANCE COMMITTEE MEETING VIA TELECONFERENCE TUESDAY, OCTOBER 27, :00 AM 12 :00 PM

NORTH EAST LHIN BOARD PACKAGE GOVERNANCE COMMITTEE MEETING VIA TELECONFERENCE TUESDAY, OCTOBER 27, 2015 11:00 AM 12 :00 PM TROUSSE POUR LE CONSEIL DE GOUVERNANCE DU RLISS DU NORD-EST PAR TÉLÉCONFÉRENCE LE MARDI LE 27 OCTOBRE 2015 11 H À 12H 1

NORTH EAST LOCAL HEALTH INTEGRATION NETWORK GOVERNANCE COMMITTEE MEETING Tuesday, October 27, 2015 11:00 am TELECONFERENCE PUBLIC: 1-866-696-5894 PASSCODE: 7201002 NOTE: DIRECTORS ARE REQUESTED TO NOTIFY THE CHAIR PRIOR TO THE COMMENCEMENT OF THE BOARD MEETING WITH RESPECT TO POTENTIAL CONFLICTS OF INTEREST ARISING FROM ITEMS ON THE AGENDA. ITEM TIME TOPIC LEAD PROPOSED OUTCOME PAGE # GOVERNANCE COMMITTEE MEETING REGULAR SESSION 1.0 Call to Order Rick Cooper I 2.0 Declaration of Conflict of Interest Rick Cooper I 3.0 Approval of Agenda All 4.0 Approval of Minutes of previous proceedings- May 14 th, 2015 5.0 Draft Terms of Reference (TOR) re: Executive Committee of the Board All Rick Cooper 6.0 Travel Expense Policy Rick Cooper D D D D 2 4 7 10 7.0 Next Meetings: November 12, 2015 (Board of Directors) 8.0 Adjournment of Governance Committee Meeting Rick Cooper Rick Cooper I D 17 D=Decision, I=Information Committee Members: Rick Cooper, Chair of Governance Committee and Vice Chair of Board of Directors Danielle Belanger-Corbin, Chair of the Board of Directors Santina Marasco, Board Director Denis Bérubé, Board Director Toni Nanne-Little, Board Director Louise Paquette (ex-officio) Kate Fyfe, Senior Director (ex-officio) 2

RESOLUTION NORTH EAST LOCAL HEALTH INTEGRATION NETWORK (the Corporation ) Motion No.: 2015-AC00XX MOVED: SECONDED: Tuesday, October 27, 2015 RESOLVED THAT: The agenda for the Governance Committee meeting of Tuesday, October 27, 2015 be approved as presented. Rick Cooper Chair of the Governance Committee 3

MINUTES OF PROCEEDINGS NORTH EAST LOCAL HEALTH INTEGRATION NETWORK Governance Committee Meeting May 14, 2015 2:30PM Teleconference PARTICIPANTS: Danielle Bélanger Corbin Santina Marasco Denis Bérubé Rick Cooper Toni Nanne Little Louise Paquette REGRETS: Kate Fyfe SCRIBE: Micheline Beaudry INVITED : Dawn Madahbee Colin Germond AGENDA ITEM DISCUSSION ACTION RESPONSIBLE ITEM 1.0 ITEM 2.0 ITEM 3.0 Call to order: Introductions of attendees Chair Rick Cooper called the meeting to order at 2:30 pm. Declaration of Conflict of Interest No conflicts of interest declared. Approval of Agenda {MOTION 2015-GC0033} That the agenda for the Governance Committee meeting of Thursday May 14, 2015 be approved as presented. MOVED: Denis Bérubé / SECONDED: Santina Marasco {CARRIED} ITEM 4.0 Approval of Minutes of previous proceedings February 26, 2015 {MOTION 2015-GC0034} That the minutes for the Governance Committee meeting of February 26, 2015 be approved as presented. MOVED: Toni Nanne-Little / SECONDED: Denis Bérubé ITEM 6.0 {CARRIED} Review of CEO Performance Appraisal Process Bring forward at next meeting Micheline Beaudry Page 1 4

ITEM 7.0 ITEM 14.0 Proceed to Closed session to discuss matters involving: Labour relations Matters prescribed by regulation Closed session occurred earlier in the day. Report from Closed Session {MOTION 2015 GC0035} The North East LHIN Governance Committee received the report of the Closed Session meeting of Thursday May 14, 2015 MOVED: Toni Nanne Little / SECONDED: Denis Bérubé ITEM 15.0 ITEM 16.0 AGENDA DEVELOPMENT FOR NEXT MEETING Next Meetings May 29, 2015 (Audit Committee) June 10, 2015 (Board of Directors) Adjournment of Governance Committee Meeting {MOTION 2015 GC0036} The North East LHIN Governance Committee meeting of May 14 th, 2015 be adjourned at 2:40 pm. MOVED: Santina Marasco/ SECONDED: Toni Nanne Little {CARRIED} Rick Cooper Chair Page 2 5

Resolution North East Local Health Integration Network (the Corporation ) Motion No.: 2015-AC0XX MOVED: SECONDED Tuesday, October 27, 2015 RESOLVED THAT: The minutes for the Governance Committee meeting of May 14, 2015 be approved as presented. Rick Cooper Chair of the Governance Committee 6

North East Local Health Integration Network Executive Committee Terms of Reference Role 1. To oversee the Board of Director s annual work plan and guide issues through its standing committees. 2. To oversee the process of appointment, performance management, compensation, and succession planning for the position of the Chief Executive Officer. 3. To act on behalf of the Board of Directors when required (e.g. summer hiatus). Authority of the Executive Committee The Executive Committee shall exercise the full powers of the Board of Directors in all matters of administrative urgency, reporting its action(s) at the next meeting of the Board of Directors. In all other matters, the Executive Committee shall report and /or make recommendations to the Board of Directors or its committees as outline below. Mandate 1. To develop and recommend to the Board of Directors, the Board of Director s annual work plan, supporting the North East Local Health Integration Network s strategic directions and plan and incorporating the goals and objectives of the Board of Director s standing committees. 2. To function as the Board of Director s search committee for the recruitment, selection, and recommendations for the appointment of the Chief Executive Officer including: a. Development of position description for the Chief Executive Officer; b. Establishing the Chief Executive Officer s contractual agreements; c. Monitoring the succession plans for the Chief Executive Officer. 3. To function as the Board of Director s Compensation Committee to oversee the processes of performance management and compensation of the Chief Executive Officer in accordance with the Board of Director s approved policies, including: a. Annually establishing and monitoring the performance objectives for the Chief Executive Officer; b. Evaluating the performance of the Chief Executive Officer based upon agreed upon annual objectives and reporting on the results to the Board of Directors; c. Approving the development plans for the Chief Executive Officer; 7

d. Periodically (no less than every 3 years) evaluating the Chief Executive Officer s performance evaluation process and recommending changes in the process, as required to the Board of Directors; e. Developing and recommending to the Board of Directors an Executive Compensation Strategy and Policy; f. Approving the compensation of the Chief Executive Officer in accordance with the Compensation Strategy and Policy; g. Periodically (no less than every 3 years) reviewing the Compensation Strategy and Policy and recommend changes, as required to the Board of Directors; h. Developing and approving a communication plan to address issues related to the executive compensation. 4. Provide advice and counsel to the Chief Executive Officer and committee chairs by acting as a sounding body for sensitive or impending issues. 5. To act on behalf of the Board of Directors where it is not possible or practical to call a full meeting of the Board of Directors or where the Board of Directors has authorized the Committee to act. The Executive Committee shall report on any of its decisions at the next Board of Directors meeting. 6. Undertake such other activities as may be authorized by the Board of Directors, from time to time. Reporting Relationship The Executive Committee shall report to the Board of Directors. Membership The Executive Committee shall be comprised of:. The Chair of the Board of Directors;. The Vice-Chair of the Board of Directors (who is also the Chair of the Governance Committee);. The Chair of the Audit Committee. Chief Executive Officer, ex-officio, non-voting. Administrative lead, non-voting, shall be the assigned support staff of the Committee. Chair Shall be the Chair of the Board of Directors. If the Chair is not available at any meeting, the Vice Chair of the Board of Directors shall act as Chair of the meeting. 8

Recording Secretary The Executive Assistant to the Board of Directors shall be the recording secretary. Frequency of Meetings Shall meet at the call of the Chair, at least three times annually. Quorum A quorum shall be a majority of those entitled to vote. Terms of Appointment Members are appointed for a two (2) year term. Circulation of Meeting Minutes Meeting minutes are to be circulated to Committee members. The Chair shall provide a report of the significant issues discussed and brings recommendations to the Board of Directors. Amendment The Executive Committee Terms of Reference may be amended by the Board of Directors. Date Approved by the NE LHIN Board of Directors: November 12, 2015 Date Amended by the NE LHIN Board of Directors: 9

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 1 of 7 Title: Travel, Meal & Hospitality Expenses 1.0 PURPOSE: To describe the travel, meal and hospitality policy and procedures for reimbursement of all North East Local Health Integration Network (NE LHIN) employees and board members. 2.0 DEFINITIONS: 2.1 Chair is an individual appointed as head of a classified agency accountable to the minister. 2.2 Headquarters is a person s regular place of business, normally a permanent ministry or agency facility, or other place designated by the employer. 2.3 Office Area is the area surrounding the claimant s usual workplace, having a perimeter that is at a distance of 24 kilometres from the workplace, measured by the most direct, safe and practical road route. 2.4 Payables Approver, under the Signing Authority policy (NEFIN-113), is the individual delegated with authority and responsibility to approve the expenses subject to this policy (May also be referred to as the Approver). 2.5 Travel is business travel authorized by the appropriate spending authority and does not include commuting between a residence and Headquarters. 3.0 POLICY: According to the Memorandum of Understanding, LHINs shall comply with the Management Board of Cabinet (MBC) Travel, Meal and Hospitality Expenses Directive. 4.0 PROCEDURE: 4.1 General Procedures 4.1.1 Travel must be approved in advance by a claimant s manager using the required tool (SharePoint Travel Pre-Approval). 4.1.2 Expenses of a personal nature will not be reimbursed. Such expenses include but are not limited to those related to: Recreational purposes (ex: video rentals, mini-bars etc.) Personal items Traffic and parking violations Social events that do not constitute hospitality as described in the directive Alcoholic drinks Friends or family members 4.1.3 Expenses must: be work related; UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 10

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 2 of 7 Title: Travel, Meal & Hospitality Expenses be modest and appropriate; and strike a balance between economy, health and safety, and efficiency of operations. 4.1.4 Original receipts (not photocopies) must be submitted with all claims unless otherwise indicated in this policy. Credit card slips by themselves are insufficient to support a claim for reimbursement. 4.2 Transportation 4.2.1 When road transportation is the most practical and economical way to travel, the order of preference shall be: Rental vehicle Personal vehicle, if it is more economical than a rental vehicle (also permitted during winter months for safety) 4.2.2 When booking a rental vehicle, a compact model or its equivalent is permitted. Any exceptions must be documented and approved prior to the rental if possible and guided by the principal that the size of the rental must be the most economical and practical as required for the business task and the number of occupants. During winter months, NE LHIN employees and appointees may seek approval to rent 4WD / AWD / SUV vehicles where there are safety concerns arising from the need to drive in adverse weather conditions. Luxury and sports car rentals are prohibited. The corporate charge card must be used for rental car costs in order to obtain collision damage waiver coverage at no extra cost. Those without a corporate charge card must purchase loss damage waiver / collision damage waiver coverage from the rental car company, and such coverage is reimbursable. The rental car must be refueled before returning it in order to avoid higher gasoline charges imposed by the rental car agency. Travellers are strongly encouraged to rent cars for business Travel instead of using a personal vehicle when the planned average distance to be driven per rental day will exceed 200 kilometres. Where an employee uses a personal vehicle for Travel within the community in which that employee works, reimbursement will only be considered where the distance travelled to reach the destination exceeds 15 kilometres. 4.2.3 Rates of reimbursement are approved by the MBC as follows: Kilometres Driven Northern Ontario ($/km) Southern Ontario ($/km) 0-4,000 km 0.41 0.40 4,001-10,700 km 0.36 0.35 10,701-24,000 km 0.30 0.29 More than 24,000 km 0.25 0.24 UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 11

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 3 of 7 Title: Travel, Meal & Hospitality Expenses Rates are accumulated from April 1 st of each fiscal year. Reimbursement rates are based on accumulated kilometres. Personal vehicles used on NE LHIN business must be insured at the vehicle owner s expense for personal motor vehicle liability. Coverage should be equal to or greater than the minimum liability specified in the Insurance Act. Drivers must satisfy themselves whether their motor vehicle insurance coverage should include business use of their vehicles. The NE LHIN will not reimburse costs of business use coverage or collision and liability coverage. Where a traveller accumulates more than 1600 kilometres per month on a regular basis, the manager should investigate lower cost options. Where a traveller continues to use a personal vehicle, the rationale for this practice should be documented. The NE LHIN assumes no financial responsibility for privately owned vehicles other than paying the kilometric rate when used for NE LHIN business. The NE LHIN is not responsible for reimbursing deductible amounts related to insurance coverage. Those driving a personal vehicle on NE LHIN business cannot make claims to the NE LHIN for damages as a result of a collision. 4.2.4 Travel by air (economy class) is permitted when this is the most practical and economical way to travel. Reservations must be made through HRG. 4.3 Accommodation 4.3.1 Reimbursement will be made for single accommodation in a standard room, and no reimbursement will be made for suites, executive floors, or concierge levels. When booking accommodations, the Federal Accommodation Directory is to be used to ensure proper hotels and rates are booked. Private stays with family or friends are acceptable. A maximum of $30.00 per night for gratuitous lodging expense is allowed. No receipt is required. Reasonable gratuities for meals, bellhop, hotel room service, and taxis will be reimbursed. Receipts are not necessary to support reimbursement of these expenses. Reimbursement will be made for reasonable costs for personal calls home for each night away. Wherever possible, the most cost-effective method should be used, whether NE LHIN cell phones or calling cards, in order to minimize costs. While travelling on NE LHIN business, additional business expenses not otherwise covered will be reimbursed, such as business calls, air / rail phones, computer access charges, photocopying, word processing services, facsimile transmissions, internet connections, rental and transportation of necessary office UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 12

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 4 of 7 Title: Travel, Meal & Hospitality Expenses equipment, provided the charges are incurred while conducting NE LHIN business. Travellers should use the least expensive means of obtaining internet access while travelling, such as accessing the local NE LHIN network. 4.4 Meals 4.4.1 Reasonable and appropriate meal expenses may be reimbursed, subject to approval by the individual s manager. A meal expense may be incurred when on NE LHIN business and: away from the Office Area over a normal meal period; or with prior approval for the expense Original, itemized receipts are required and reimbursement must not exceed the actual amount spent. Taxes and gratuities are included in the meal rates. Reimbursement is for restaurant / prepared food only. Reimbursement for groceries must have prior approval and a written rationale must be submitted with the claim. Reimbursement will not be provided for meals consumed at home or included in the cost of transportation, accommodation, seminars or conferences. Reimbursement for meal expenses incurred are subject to the maximum rate set out as follows: Breakfast: $8.75 Lunch: $11.25 Dinner: $20.00 4.5 Approval Process 4.5.1 Claimants have the following responsibilities: Consider alternatives to Travel, such as teleconferencing and videoconferencing, and obtain written approval from appropriate authority levels for Travel Use the designated Travel Card for all NE LHIN related travel expenses and make payments on the card Use the LHINs designated travel agent for booking transportation and accommodation (HRG 1-866-855-4155) Provide the designated travel agent with timely notification of Travel requirements Request and accept the lowest fare practicable Supply an itinerary to and notify their supervisor(s) in the event of any changes, so that travelers may be contacted in an emergency Make any in-transit changes to the itinerary through the designated travel agent, through the 24-hour emergency telephone number (1-877-592-7517) UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 13

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 5 of 7 Title: Travel, Meal & Hospitality Expenses In the event of changes, cancel hotel bookings prior to the designated time given by the hotel in order to avoid no-show charges. Penalties incurred for non-cancellation of guaranteed hotel reservations will be the claimant s responsibility and will be reimbursed only in extreme circumstances. Submit all expense claims on a timely basis Report any taxable benefits to the Canada Revenue Agency Become familiar with, and adhere to, the provisions of this policy 4.5.2 Approvers must: Ensure that expenses are consistent with the principals of this policy (work-related, modest and appropriate, and strike a balance among economy, health and safety, and efficiency of operations) and comply with NE LHIN policy Determine and authorize when business Travel is necessary Ensure that all Travel arrangements are consistent with the provisions of this policy Ensure that expenses were necessarily incurred in the performance of NE LHIN business Ensure that appropriate receipts are provided to support expense claims Ensure that any unusual items are explained appropriately or proof is given of prior approval 4.5.3 The Chair is responsible, subject to Audit Chair review, for the following items as they pertain to CEO and Board Travel: Ensuring that the principles and mandatory requirements contained in this policy are adhered to within the NE LHIN Approving exceptions when, in their judgment, there exists a legitimate reason for doing so* Making final decisions on all matter concerning CEO and Board expenses within the NE LHIN Authorizing reimbursement, in exceptional circumstances, of CEO and Board member expenses not specifically mentioned in this policy* Delegating approval authority to the CEO* *Note: The Controller / Corporate Services Manager will be responsible for bringing these exceptional situations to the attention of the Chair and Audit Committee. 4.5.4 The CEO is responsible, subject to Board Chair review, for the following terms as they pertain to employee Travel: Ensuring that the principles and mandatory requirements contained in this policy are adhered to within the NE LHIN Approving exemptions when, in his/her judgment, there exists a legitimate reason for doing so* Making final decisions on all matters concerning employee expenses within the NE LHIN UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 14

North East LOCAL HEALTH INTEGRATION NETWORK RÉSEAU LOCAL D INTÉGRATION DES SERVICES DE SANTÉ du Nord-Est Manual: Operations Section: Finance Number: NEFIN-106 Sub- Approved: 2/20/2015 Financial Processes (FIN) Section: Effective: 2/20/2015 Controller/Corporate Services Document Manager ; Human Resources & Owner: Corporate Services Coordinator Pages: Page 6 of 7 Title: Travel, Meal & Hospitality Expenses Authorizing reimbursement, in exceptional circumstances, of expenses not specifically mentioned in this policy* Delegating approval authority to appropriate levels within the organization* *Note: The Controller / Corporate Services Manager will be responsible for bringing these exceptional situations to the attention of the Board Chair. 4.5.5 Prior to Travel claims being submitted to the Approver for approval, employee and Board member claims will be reviewed by the Administrative Clerk, who will ensure compliance with the Management Board Directives. Any issues or concerns with the claims will be discussed with the Controller / Corporate Services Manager and/or the Approver. 4.5.6 The Board Chair is the approver for the claim forms of Board members. The Chair of the Audit Committee will be the Approver for the Board Chair s claim forms. 4.5.7 The Audit Committee will review the claims of the Board Chair and CEO at year-end. 4.5.8 Public Disclosure of Expenses Under section 4.2 of the Directive, information about expenses must be posted on the NE LHIN website for the following: Appointees (every person appointed to the classified agency the Lieutenanct Governor in Council, the Lieutenant Governor or a minister) CEOs (the most senior executive position, regardless of the title) Every member of senior management that reports directly to the CEO. 5.0 RESPONSIBILITY: Senior Director, System Performance 6.0 EVALUATION: 7.0 REVIEW CYCLE: The Senior Director, System Performance, with the Document Owners, will review this policy annually, or upon the LHINs receipt of a new or revised directive. 8.0 REFERENCES: MBC Travel, Meal and Hospitality Expenses Directive (updated Nov 2014) NEFIN-113 Signing Authority Policy SharePoint Travel Pre-Approval Insurance Act, 1990 Federal Accommodation Directory 9.0 REVISION LOG: UNCONTROLLED COPY FOR REFERENCE ONLY Printed: 10/23/2015 15

Resolution North East Local Health Integration Network (the Corporation ) Motion No.: 2015AC00XX MOVED: SECONDED Tuesday, October 27, 2015 RESOLVED THAT: The North East LHIN Governance Committee meeting of Tuesday, October 27 th, 2015 be adjourned at. Rick Cooper Chair of the Governance Committee 17