Board Governance Framework

Mandate

The Board provides governance and oversight for OTF. It approves strategic direction, goals, objectives, business plans, grant investment framework, budgets, and annual reports. It has responsibility for CEO recruitment, selection, performance assessment and compensation; monitoring the Foundation’s performance; oversight of policies; and oversight of risk.

The Board delegates responsibility for general management and supervision of the affairs and operations of OTF to the CEO. The Board supervises and evaluates the CEO’s execution of Board-approved strategies.

Responsibilities

The following are required responsibilities of the Board to ensure the successful governance of OTF:

CEO Recruitment, Selection, Performance and Compensation

• Oversee CEO recruitment, selection, employment contract and onboarding.
• Annual CEO Performance Review (led by the Executive Steering Committee) to include:
  • Performance evaluation against the results of the OTF performance objectives (KPIs) as approved in the Business Plan
  • CEO Career development
  • Regular compensation reviews
• Oversee the CEO Succession Plan which includes internal successors for CEO position.
• Gain assurance from the CEO that there is a succession plan for VP positions and critical positions (HR, IT, Finance).

Strategic and Business Planning

• Provide oversight and direction to assist management in the development of strategy for delivering on the Foundation’s mission.
• Approves strategic direction, goals, objectives, business plans and budgets.
• With the support of the CEO and management, stay abreast of trends affecting the nonprofit sector and communities in Ontario including demographics, changes in community needs, efforts of other funders, sector or community trends, trends in OTF’s grant investment framework and grant programs to assist with future strategy.

Risk Management/Internal Controls

• Oversight of OTF’s Enterprise Risk Management Plan including reviewing the risks to which OTF is subject and ensure an appropriate risk management strategy is in place to manage and mitigate risks (Risk Profile).
• Review OTF’s internal control framework, performance reporting, policies and procedures and ensure there is a system for the regular review of the effectiveness of its internal controls through operational policies.
• Ensure OTF is in compliance with all relevant laws, regulations, reporting and contractual requirements by monitoring the systems and procedures management has established.
• Ensure OTF complies with its governing documents, objects and purpose as defined in its incorporating documents and the MOU.

Monitoring Performance

Monitor and review the Foundation’s performance against the approved Business Plan and budget. Provide advice to management as appropriate and take a critical role in assessing and challenging, where appropriate, recommendations and proposals from management.

Granting processes and recommendations approval

In terms of granting, in addition to the Board having oversight of grantmaking policies it gains reasonable assurance from management that the grant investment framework and granting policies and processes have been followed by staff and Grant Review Teams (GRTs), maintaining the integrity of the grantmaking process. Following which it accepts the GRT funding recommendations.

Governance

• The Board appoints the Chair, Secretary (CEO) and Treasurer (who is also the Chair of Finance and Audit Committee). Vice Chair is appointed by the Minister of MTCG.
• At the first meeting held following each Annual General Meeting, Directors will elect for a term of one year a Chair and Vice Chair for each of the Standing Committees.
• Hold an annual meeting of Members to approve the audited financial statements and appointment of the external auditor.
• Review and approve Standing and Ad Hoc Committee Terms of Reference and composition.
• Ensure each committee reports its results back to the board at the Board meetings.
• Make any necessary decisions arising from Committee reports.

Signing Authority

• The Board reserves signing authority for the Chair on behalf of the Board on the MOU, financial statements, and attestation documents.
• The Board delegates to the CEO signing authority for all contracts required for OTF to deliver on its operations including grantmaking.

Director Development and Evaluation

• The Board activates an annual Board Development Plan including opportunities for strategic discussions and education sessions. (Typically recommended from the Corporate Governance and Policy Committee with support from management).
• The Board activates a biennial Board Performance Evaluation.

External Relationships

Ensure that the appropriate guidelines for external relationships are established to clarify the role of Board members and senior management. While the CEO acts as the primary “face” and spokesperson for OTF, from time to time the Chair, individual Board Directors and senior management will be called upon to play an external role with stakeholders.

Please note detailed responsibilities of the Board of Directors are outlined in the MOU between OTF and MTCG.

Purpose

Individual Board Directors of the Ontario Trillium Foundation (OTF) have a critical role fulfilling the Board of Directors responsibilities.

• Embrace OTF’s Mission and Values and be an advocate of the Foundation within the director’s own network and circle of influence
• Act honestly and in good faith with a view to the best interests of OTF Exercise the care, diligence and skill of a reasonably prudent person
• Participate fully in an orientation program as a new Board member to become familiar with the OTF mission, values, mandate, goals, grant investment framework and the responsibilities of the Board and individual directors; become familiar with Board Governance Framework, operational polices as well as the nonprofit sector.
• Comply with all Board policies, including OTF Code of Conduct and Ethics and Privacy Policy
• Respect confidentiality of issues of a sensitive nature
• Attend all regular meetings of the Board, AGM and Board Committee(s) of which the Director serves
• Inform the Board Chair and CEO if you are unable to attend a meeting
• Be informed of agenda items, read material in advance of meetings and contribute knowledgeably, to the discussion and decisions of the Board
• Participate as an active member of one or more Board Committees
• Take on Board leadership responsibilities as requested and when appropriate
• Participate in the biennial Board self-assessment
• Participate in the annual review of the CEO
• Declare any conflict of interest to the Board Chair at the first available opportunity
• Prior to Board and/or Board Committee meetings, review lists of grant applicants to identify if, as a Director, you have any conflicts of interest and declare such conflicts prior to meetings
• Be available to provide advice and counsel to the CEO
• Keep abreast of governance best practices
• Do not become directly involved in operational decisions and matters or other decisions that are the responsibility of staff
• Respect that employees and the senior management team report to the CEO and not to the
• Board or individual directors
• Represent OTF at external events, where appropriate and mandated to do so.

Please note detailed responsibilities of the Board of Directors are outlined in the MOU between OTF and MTCG.

Time Commitment

The time commitment for Board Directors includes quarterly Board meetings, Standing Committee meetings, AGM and any ad hoc Committee and Board meetings, including preparation for these meetings. All meetings and formal engagements will be scheduled in advance.

Compensation

All OTF Board Directors volunteer their time without financial remuneration. Travel and meal costs for meetings and Board business are covered by Ontario Travel, Meals and Hospitality Expenses Directives set by Treasury Board Secretariat.

Purpose

The Chair of the Board is accountable to the Board and to the Ministry of Tourism, Culture and Gaming (MTCG). The Chair serves as the key liaison contact between the Board and the Minister of MTCG, based on very detailed expectations from MTCG as outlined in the MOU between MTCG and OTF.

Key Responsibilities

Responsibilities of the Board Chair are outlined in detail in the MOU between OTF and MTCG and also include the following:

• Efficiently chair and conduct Board, AGM and Executive Steering Committee meetings complying with meeting protocols
• With Support of the CEO and in cooperation with the Executive Steering Committee, set the agendas for Board meetings
• Call for motions and declare decisions of the Board and Directors
• Ensure the annual performance review and remuneration of the CEO through the Executive Steering Committee
• Work closely with the CEO to ensure an effective working relationship between the CEO and the Board
• Review and approve CEO and Board Directors expenses
• Resolve issues with individual directors and provide feedback, including addressing any attendance issues, and handle any resignations

Time Commitment

• The time commitment for the Board Chair includes quarterly meetings with the Executive Steering Committee and the Board (and any ad hoc Executive Steering Committee and Board meetings), preparation for these meetings, a monthly meeting with the CEO, communication with the Minister MTCG, leading the resolution of issues as needed and any follow up appropriate for the Chair.
• All meetings and formal engagements will be scheduled in advance in consultation with the Board Chair.
• The Vice Chair is able to stand in for the Chair to support his or her responsibilities by agreement or in the event needed.

Mandate

The Executive Steering Committee serves as a coordinating body that provides guidance to the Chair of the Board for the development of meeting agendas and provides advice on process/approach for issues and opportunities, including potential sensitive and/or complex issues.

The Executive Steering Committee will perform the following key duties:

• Provide guidance to the chair for planning the annual work plan/calendar for the Board.
• Advise the Chair on Board meeting agendas to support achievement of the annual work plan and to ensure that recommendations of the committees are brought forward.
• Identify process to handle situations, issues or opportunities that might arise that require Board attention.
• In extreme circumstances in which a full meeting of the Board cannot be convened, the Executive Steering Committee, in consultation with the CEO, is authorized to handle and resolve emergency issues and apprise the Board at the next scheduled meeting.
• Assist the Board in managing the Board’s relationship with the CEO
• In conjunction with the Chair, execute performance review and remuneration recommendations for full Board approval.
• Consider CGPC recommendations for Chairs and Vice Chairs of each of the standing committees of the Board and bring forward to the full Board for approval.
• Provide direction to any ad hoc committee the Board may from time to time choose to appoint for the examination of certain issues.
• Provide oversight to management on relevant operational policies.

The Executive Steering Committee reports to the Board of Directors.

Membership

• The Executive Steering Committee is comprised of the Chair of the Board, the Vice-Chair, the Treasurer and the Chair of each Standing Committee of the Board.
• The Chair of the Board of Directors will be Chair of the Executive Steering Committee, and the Secretary of the Board will act as the Secretary of the Executive Steering Committee.
• Only Executive Steering Committee members and the Secretary are entitled to attend Executive Steering Committee meetings. Any other Director or individual may only attend the meeting at the invitation of the Executive Steering Committee.
• The CEO, as the Secretary of the Board, will provide support to the Executive Steering Committee and will attend meetings.
• Committee membership terms are one-year. Appointments to each of the Board Standing Committees are made by the Board annually following the AGM. 

Meeting Protocols

• The Committee will meet at least four times annually, and at the call of the Chair, as required. Meetings will be held via teleconference or through e-mail, the on-line portal and electronic, asynchronous voting.
• A quorum will consist of a simple majority of members (one of whom must be the Chair).
• Minutes of each meeting will be prepared by staff and circulated to the Board of Directors for information.
• At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.

Mandate

The mandate of the Finance and Audit Committee is to gain assurance that the Board of Directors fulfills its legal, ethical, functional and fiscal responsibilities. This includes assuring that proper financial management is in place. It recommends annual budget for Board approval, monitors quarterly financial status, and has oversight for the investment portfolio and the audit functions. In addition, the Committee has oversight of OTF’s Enterprise Risk Management, IT, Cybersecurity, and Artificial Intelligence (AI). 

The Finance & Audit Committee reports to the Board of Directors.

Membership

• The Committee will consist of at least three Board Directors. The Treasurer (appointed by the Board) serves as Chair of the Finance and Audit Committee. The Vice-Chair is appointed by the Board. Committee members have been selected to add appropriate knowledge, resources or views to the committees’ deliberations.
• Any Director of the Foundation may attend meetings of any standing or ad hoc committees and may participate in discussions at any meeting of a standing or ad hoc committee but may only cast a vote at a meeting of any standing or ad hoc committee of which such Director is a member.
• The CEO and VP Operations will provide support to the Finance and Audit Committee and will attend meetings.
• Committee membership terms are one-year. Appointments to each of the Board Standing Committees are made by the Board annually following the AGM considering Director’s experience, skills, and credentials (Business, Finance, Audit, IT, Cybersecurity, AI), length of service on the Board, diversity, and Director’s interest

Financial and Management Control

• Review the annual operating and granting budgets prior to presentation to the Board.
• Review the quarterly financial statements and annual audited financial statements prior to presentation to the Board. Ensure that appropriate action is taken to address any concerns identified from the financial reports.
• Ensure that the financial reports to the Ministry, prepared by management and signed by Chair of the Board, conform to accepted accounting standards and provide an accurate reflection of the financial status of the Foundation.
• Ensure that Foundation investment policies comply with Government guidelines.
• Provide oversight to management on relevant operational policies.

Management of Risk

• Oversee the Foundation’s Quality Assurance.
• Oversight of OTF’s Enterprise Risk Framework (Risk Register, Risk Map, Risk Appetite, and Risk Profile).
• Review all accounting, audit and investment risks to which the Foundation is subject and ensure an appropriate risk management strategy is in place to manage and mitigate those risks.

External Audit

Recommend the appointment of external auditors for the Foundation at each Annual General Meeting. Meet with the external auditors once a year to review the audit plan and once per year to review the audit report (audited financial statements, discuss financial systems and controls).

Cybersecurity

Gain assurance that there are adequate systems, protocols and procedures established and maintained to ensure cyber resilience, recovery and maturity. 

Artificial Intelligence 

Meeting Protocols

• The Committee will meet at least four times annually, and at the call of the Treasurer, as required.
• Meetings will be held via teleconference or through e-mail, the on-line portal and electronic, asynchronous voting.
• A quorum will consist of a simple majority of the Committee members (one of whom must be the Treasurer).
• Draft minutes of each meeting will be prepared by staff and recommended for approval at the subsequent Committee meeting.
• At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.

Mandate

The Corporate Governance and Policy Committee mandate is to ensure that the Board fulfills its legal, ethical and functional responsibilities through an effective model of governance, adequate governance policies, oversight of governance documents and policies, Board orientation and development plans, and the evaluation of the effectiveness of the Board’s performance.

The Corporate Governance & Policy Committee reports to the Board of Directors. Specifically, the mandate of Committee will be as follows:

Governance

• Recommend appropriate governance processes to monitor compliance and consistency with the policies and procedures mandated by the Foundation’s governing documents, governance best practices, and relevant legislation.
• Conduct review and advise the Board on any proposed changes to governing documents as necessary (MOU, By-Laws, Board Governance Framework, CEO Continuity Plan, Code of Conduct and Ethics Policy, Conflict of Interest Rules).
• Conduct biennial review of the Foundation governance process and recommend any changes or actions to enhance these processes to the Board.
• Conduct biennial Board performance evaluation to measure the effectiveness of the Board as a whole.
• In consultation with the Board Chair, bring forward to the Executive Steering Committee and then the Board, recommendations for membership of each of the Standing Committees of the Board, including Chair and Vice Chair Standing Committee positions.
• Provide oversight to management on relevant operational policies.

Board Development and Self Evaluation

Ensure there are processes in place to allow for the appropriate orientation and development of new and current Board Directors.

Review and recommend an annual agenda for the Board development activities developed by management (strategic discussions and education sessions at the Board meetings and other development opportunities).

Conduct biennial Board self-assessment survey, review and report to the Board.

Oversee a biennial Board Skill Matrix to inform recruitment of new Board Directors and identify training/ development opportunities for the Board.

Membership

• The Committee will consist of at least three Board Directors including a Chair and Vice-Chair appointed by the Board. Committee members have been selected to add appropriate knowledge, resources or views to the committees’ deliberations.
• Any Director of the Foundation may attend meetings of any standing or ad hoc committee and may participate in discussions at any meeting of a standing or ad hoc committee but may only cast a vote at a meeting of any standing or ad hoc committee of which such Director is a member.
• The CEO and SLT members will support the CGPC and will attend meetings.
• Committee membership terms are one-year. Appointments to each of the Board Standing Committees are made by the Board annually following the AGM considering Director’s experience, skills, and credentials (governance, policy, risk), length of service on the Board,  diversity, and Director’s interest.

Meeting Protocols

• The Committee will meet at least four times annually, and at the call of the Committee Chair, as required.
• Meetings will be held via teleconference or through e-mail, the on-line portal and electronic, asynchronous voting.
• A quorum will consist of a simple majority of the Committee members.
• Draft minutes of each meeting will be prepared by staff and recommended for approval at the subsequent Committee meeting in consultation with the Chair.
• At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.

Mandate

• The Granting Programs Committee:
• Provide oversight for OTF’s Granting Programs including but not limited to Community Investments (CI), Youth Opportunity Fund (YOF), and Partnership Investment Framework (PI).
• Provide oversight to management on relevant operational policies.
• For each grant cycle:
  • Provide oversight that the investment/granting policies and processes that are in place have been followed by staff and Grant Review Teams maintaining the integrity of the grantmaking process.
  • Review granting trends and analysis, including alignment of grant recommendations with the Board-approved Business Plan and grant investment framework.
  • Receive and review all GRT grant recommendations prior to Board approval.
  • Receive and review Provisional Fund GRT grant recommendations prior to Board approval.
• Recommends to the Board, if necessary, the redistribution of unspent granting allocations as per the Budget Development Policy.
• Recommends to the Board granting target allocation recommendations for CI Streams to the Board every 3 years or as required.

Granting Programs Committee reports to the Board of Directors.

Membership

• The Committee will consist of at least five Board Directors, including a Chair and Vice-Chair appointed by the Board. Committee members have been selected to add appropriate knowledge, resources or views to the committees’ deliberations.
• Any Director of the Foundation may attend meetings of any standing or ad hoc committee and may participate in discussions at any meeting of a standing or ad hoc committee but may only cast a vote at a meeting of any standing or ad hoc committee of which such Director is a member.
• The CEO and SLT member will support the Committee and will attend meetings.
• Committee membership terms are one-year. Appointments to each of the Board Standing Committees are made by the Board annually following the AGM Considering Director’s experience, skills, and credentials (non-profit, charity, granting), length of service on the Board, gender, community diversity and Director interest.

Meeting Protocols

• The Committee will meet at least three times annually, and at the call of the Chair, as required.
• Meetings will be held via teleconference or through e-mail, the on-line portal and electronic, asynchronous voting.
• A quorum will consist of a simple majority of the Committee members.
• Draft minutes of each meeting will be prepared by staff and recommended for approval at the subsequent Committee meeting in consultation with the Chair.
• At each Board meeting, the Chair will present a report to the Board of Directors on the Committee’s activities and recommendations.

Purpose

The Chief Executive Officer (CEO) of the Foundation is appointed by the Board of Directors to provide leadership and vision and to manage the operations of the Foundation. The CEO also fulfills the responsibilities of the position as defined in the Memorandum of Understanding (MOU) with the Government of Ontario.

Key Areas of Responsibility

• Developing and maintaining, in conjunction with the Board of Directors and the Chair, a vision for the organization which will assist in guiding strategy as well as operational decisions.
• Supporting the Board of Directors in developing, periodically reviewing, and staying on course with the vision, mission and strategic directions of the organization.
• Supporting the Board and guiding the staff to ensure compliance with the requirements of the MOU, including reporting, monitoring, risk management and communication requirements.
• Fostering and nurturing the human resources of the Foundation and facilitating interaction, as appropriate, between Board members, Grant Review Team volunteers and staff. The CEO is responsible for the hiring and supervision of OTF staff according to the organizational human resource policies and operating procedures.
• Ensuring that operational policies are in place and are being appropriately applied.
• Managing the granting process and grant review decisions, reporting to the Board on outcomes, results and trends.
• Managing the Grant Review Teams (orientation, training, assessment process etc) and ensure they are aligned with the direction, policies and requirements of the Board
• Ensuring the provision of volunteer training, coordination, retention and recognition strategies for volunteer Board and GRT members.
• Directing the development of the annual Business Plan for approval by the Board of Directors and also by the Minister. Directing operational resource plans to provide for implementation of the Business Plan, and then reporting to the Board and the Government on achievements at the end of the year.
• Ensuring reporting mechanisms are in place to ensure management has complied with applicable legislation.
• Presenting policy issues and recommendations for consideration to the Board of Directors or its committees.
• Functioning with the Chair as the principal public representatives and spokespeople of the Foundation.
• Liaising with various government ministers and bureaucrats for the furtherance of the Foundation’s mandate while protecting its arm’s length relationship.
• Serving as an Officer of the Foundation in the capacity of Secretary.
• Serving as Ethics Executive for OTF employees.
• Other responsibilities as outlined in the MOU between OTF and MTCG.

Skills and Attributes

• Commitment to organizational values, including accountability, transparency, inclusiveness, innovation, integrity and excellence.
• Comfortable with the realities of leading a government agency, balancing the opportunity to be nimble with the responsibility to comply with a wide range of government directives.
• Capacity to think, plan and act strategically. It requires a strong systems orientation, and the ability to ensure alignment between all components of the organization.
• Awareness and consideration of diverse and varied stakeholders’ interests.
• Excellent leadership skills to manage an organization with a complex and de-centralized decision- making structure. The CEO will have had experience in influencing, communicating, consensus building, team and individual development, and conflict resolution.
• Ability to inspire credibility, confidence, and trust.
• Comfortable functioning as principal representative of the Foundation with government, major media and in public forums. Strong presentation, communication, and negotiating skills are essential.

Major External Contacts

• Deputy Minister, Tourism, Culture and Gaming
• Senior government officials.
• Executives of not-for-profit organizations across the province, including provincial and national networks.
• Executives of other Canadian and international foundations and funders.
• Major media representatives.

Scope

• Direct Reports: 4
• Indirect reports: 130
• Operating Budget: $14.6 million
• Grants budget: $122 million

Experience and Education

BA or equivalent experience required. Graduate degree in social sciences or business administration preferred. Five to seven years as a CEO / senior executive in the not-for-profit or broader public sector required. A demonstrated commitment to public service and volunteerism, and the capacity to work with diverse communities are essential requirements of the role.

Execution of this Succession Plan will gain assurance that the Ontario Trillium Foundation (OTF) is prepared for either a temporary or permanent change of the CEO for ongoing leadership and stability of the organization. 

It provides direction for the CEO regarding having strong internal candidates and it provides direction for an organized process for the Board in selecting a qualified and capable leader who is in alignment with the organization’s mission, mandate, values/guiding principles, goals and brand, and who has the necessary skills to competently lead OTF. 

The Board of Directors is responsible for oversight of the Succession Plan and for implementing Procedures For Succession in the event that the current CEO of OTF is no longer able to serve in the position for whatever reason. 

The status of the Succession for CEO and Senior Executives as well as activating on the Procedure for Filling CEO Position Temporary or Permanent are to be kept in strictest confidence. 

Succession for CEO and Senior Executives

The following are key components of the Succession Plan to be met by the CEO:

• Maintain a positive profile of OTF among senior managers of other non-profit organizations, charities, and foundations including OTF’s mandate/role within the province, brand, strong board governance, successes and mandate of OTF.   
• To ensure a pool of potential internal successors, an internal candidate development plan will include the following:
  • CEO to recruit, manage and develop members of the Senior Leadership Team. The CEO will identify potential successors and provide appropriate experience and exposure to assume the CEO position including first hand experience of the functions the CEO performs.
  • The CEO will ensure that each member of the Senior Leadership Team:
    • Thinks strategically about OTF’s role/posture as an agency of the provincial government and OTF’s strategy
    • Is fully accountable for implementation of the Business Plan
    • Has strong understanding of governance (Board and agency of the government) and operations including budget, financial statements, enterprise risk management, HR, IT, Cybersecurity, AI, and OTF’s granting programs
  • Keep up to date position descriptions for the CEO role and senior leadership positions. HR files including these position descriptions, regular performance reviews and development plans will be appropriately filed and available if required.
• Maintain a formal succession plan for the VP positions which make up the Senior Leadership Team.
• Open and ongoing dialogue will occur between the CEO and the Executive Steering Committee on the topic of succession planning. Both the Executive Steering Committee and the CEO will
  • update the Board annually on the status of this succession plan and
  • review the plan for any changes.
• OTF shall maintain a current list of key stakeholders who would be contacted in the event of a leadership change. 

Procedures for Filling CEO Position: Temporary or Permanent

Temporary or Emergency

In the event of a temporary or emergency change in executive leadership (e.g. illness or leave of absence of the CEO) the Chair will be immediately notified and will convene an Executive Steering Committee meeting to be held within 24 hours of the notice. The Executive Steering Committee will identify and appoint an Interim CEO who will carry out the duties of the position for an identified period. The Executive Steering Committee will consider internal candidates for this temporary appointment based on the formal annual succession discussion with the CEO and/or (if the CEO is available) a recommendation from the CEO at the time of the temporary/emergency situation. 

The Interim CEO shall provide leadership so the organization continues to operate without disruption and that all organizational commitments previously made are adequately executed, including but not limited to, reports due, financial commitments and reporting, contracts, licenses, granting administration, memberships and support to the staff team.  

The Chair of the Board will authorize the terms of the Interim CEO’s employment contract, in consultation with the Vice-Chair, in keeping with the Executive Compensation Framework. A communication plan (internal and external) for the interim CEO will be identified and executed as appropriate. 

Permanent

In the event the CEO is no longer able to serve in this position for whatever reason (e.g. leaves the position permanently), the Executive Steering Committee of the Board shall do the following: 

Appoint an Interim CEO 

In the event that the CEO is not available to perform duties until a new CEO is in place and to ensure the organization’s operations are not interrupted while the Board of Directors recruits a permanent CEO, the Board will appoint an interim CEO.  Within 5 business days an Interim CEO will be appointed from the following options: 

1. Member of the OTF senior leadership team. This is the preferred option and is to be based on the formal annual discussion with the CEO and/or (if the CEO) is available) a recommendation from the CEO at the time of the permanent need for a new CEO.  If for some reason this option is not chosen, one of the following two options could be activated.
2. Senior leader from another nonprofit or charitable organization
3. External consultant/Interim Executive sourced via a search firm

The Chair of the Board will authorize the terms of the Interim CEO’s employment contract, in consultation with the Vice-Chair, in keeping with the Executive Compensation Framework. A communication plan (internal and external) for the interim CEO will be identified and executed as appropriate. If the Interim CEO is external from OTF, identify an onboarding plan. 

The Interim CEO will provide leadership so the organization continues to operate without disruption and that all organizational commitments previously made are adequately executed, including but not limited to, reports due, financial commitments and reporting, contracts, licenses, granting administration, memberships and support to the staff team.  

Appoint an Executive Search Committee

The Board will appoint an Executive Search Committee within 15 business days. 

1. The Executive Search Committee will be comprised of 3-4 Board Directors of which 2 members will be from the Executive Steering Committee and one or two members of the Board of Directors. The compliment is to include Director(s) with professional HR experience.
2. The mandate of the Executive Search Committee will be to find a suitable candidate that will ultimately be approved by the Board and hired for the position following the Recruitment and Hiring Process.
   1. develop a diverse pool of candidates through both those identified in the internal succession plan and external recruitment
   2. bring forward a candidate to the Executive Steering Committee and Board for approval
   3. Hire the CEO (including negotiating the contract) and initiate an onboarding/transition plan. 
3. The Executive Search Committee will provide regular updates to the  Executive Steering Committee.
4. The Executive Search Committee will work independently to maintain integrity of the process. Each Director and the Committee will operate with strict confidentiality.

Recruitment and Hiring Process 

This recruitment and hiring process has been identified to assist the Executive Search Committee in the process.

1. To facilitate the hiring process, the committee may engage HR consulting assistance or an executive recruitment firm. In the event of engaging external support, the Committee will prepare an RFP and retain the firm following required Procurement Directive, Procurement Planning for Consulting Services government directive.
2. The VP Operations will serve as a staff resource to the Executive Search Committee, In the event that the VP Operations is the Interim CEO or is interested in the CEO position, the Director HR will serve as a staff resource to the Committee.
3. While the former CEO may act as a resource to the Committee, the CEO will not participate in the recruitment/selection process directly. The CEO may be asked by the Executive Search Committee to assist in the onboarding process.
4. Information and Input from the Board, Senior Leadership Team and other staff may be provided as appropriate (eg. questionnaires, focus groups).
5. Review the CEO Position Description and identify if there are any changes regarding the role, responsibilities, skills, and personal traits needed to execute the current and future strategy. Identify selection criteria.
6. Identify any priority opportunities or issues that may need to be addressed during the transition process.
7. Identify suitable compensation package taking into consideration OTF Executive Compensation Framework and Government Directives and HR Budget. The compensation package is expected at this stage to provide a range to assist with recruitment and will be reviewed by the Executive Steering Committee for approval.
8. Establish a recruitment plan including a time frame, advertising,  identification of potential candidates, interview process, and selection process.
9. The Executive Search Committee may choose to announce the opening through concurrent internal and external postings.
10. Implement the search including a thorough assessment of internal and external candidates.
11. The Search Committee will make a recommendation to the Executive Steering Committee, who will select the successful candidate and recommend them to the Board.
12. Once the Board has approved the successful candidate, the Chair of the Board will authorize the terms of the new CEO’s employment contract, in consultation with the Vice-Chair and within the range that was approved by the Executive Steering Committee and will issue a formal offer and employment contract.
13. Consider final candidates for its permanent CEO, update the Executive Steering Committee, and bring forward a recommended candidate to the Board of Directors for consideration.
14. Final selection. Once a candidate has been selected, offered the position and accepted, the Committee will finalize an employment contract and confidentiality agreement.

Transition and Onboarding

Prior to hiring the new CEO, begin planning for the transition and onboarding.

• A communication plan to inform internal and external stakeholders including MTCG.
• Engage with senior leadership team to identify an onboarding process.
• Work with the new CEO and senior leadership to help the CEO with the onboarding process including getting up to speed on OTF strategy, goals, culture.
• Whether the new CEO is an internal or external candidate, Directors will invest time in listening to and guiding the new CEO. 

Recruitment of CEO and Other Senior Leaders

The Board shall use similar procedures in case of an executive transition that simultaneously involves the CEO and other senior leaders.  In such an instance, the Board of Directors may also consider temporarily subcontracting some of the organizational functions from a trained consultant, an individual with senior management experience in the charitable sector, or from other organizations.

Introduction to Board Mentoring

Why Mentoring?

Mentoring is an effective and inexpensive means of preparing new board members for full participation in the work of the board. A complement to board governance training and board orientation, mentoring is an efficient way of sharing knowledge and developing cross-functional understanding. It reduces the learning curve of new board members and allows them to engage productively early in their board tenure.

Benefits

Mentoring creates a welcoming climate for newer members, especially new board members from different backgrounds, cultures or with different life experiences. Mentoring is a win-win strategy. New board members, existing board members and the board as a whole, all profit.

The benefits to new board members who become mentees are:

• A more immediate connection to the organization and ability to contribute to the board sooner;
• Better oriented to board service and more empowered to engage with the board and its work;
• Able to contribute more effectively to the governance of the organization;
• Seeing the big picture and surrounding context and more able to make informed decisions;
• Building social capital within the board structure; and,
• Learning to take a leadership role on the board.

The benefits to existing board members who become mentors are:

• Learning from a fresh point of view;
• New insights;
• New lines of communication resulting in increased levels of trust; and,
• New contacts.

The benefits of a mentoring program to the board as a whole are:

• Retention of board members;
• More cohesive board;
• More productive board meetings, meeting time is not spent acclimatizing new members;
• Minimizes the risk of errors in judgment by new board members; and,
• Allows for succession planning.

Considerations when selecting a mentor:

• Availability to commit to monthly meetings over six months, plus respond to questions that come up in between meetings.
• Nurturing growth mindset
• Geographic proximity would be an added bonus
• Membership in the same committee an added bonus.

Mentoring Activities

• Time: Nine (9) hours over the period of 6 months
• Method: In person, online and via telephone
• During the first meeting decide on the time and duration of the future meetings (i.e. first Thursday of the month) and the format (in-person, online, telephone)

Mentor Tasks

• Share articles, books and websites on board governance with your mentee.
• Discuss your history with the board and how things get done on the board and within the organization.
• Share about the culture of Board.
• Meet with your mentee half an hour before a board meeting to clarify agenda items.
• Telephone your mentee after the Board meeting for reaction and to answer questions on issues.
• Provide feedback to mentee on board committees and process for joining a committee.
• Take mentee on a tour of organizations premises and introduce to staff

Mentee Tasks

• Read and discuss materials recommended by your mentor and share materials you've read.
• Select a topic from the board manual that you want to learn more about and discuss with your mentor.
• Make a list of unfamiliar board terminology and ask your mentor to explain.
• Observe meetings of committees and discuss which to join with your mentor.
• Ask your mentor about governance training sessions for new board members.
• Ask your mentor how to add items to the board agenda.
• Ask your mentor what the procedure is for making a presentation on an agenda item.

Steps taken for each new Director over a 3–6-month timeframe (not necessarily in the order listed). 

1. Appointment: OTF reaches out to the new Director upon receipt of the confirmation documents from the Agency Relations and Accountability Division, Ministry of Tourism, Culture and Gaming (MTCG).
2. OTF CEO shares the appointment news with the Board Chair who follows up with a welcome email to the appointee introducing the CEO and next steps of the onboarding process. The Chair informs the Board of a new appointment.  The CEO sends a welcome email to the new Director. The Executive Coordinator sets up the first Onboarding Session
3. Initial one-hour onboarding session:  with the Board Chair, Corporate Governance and Policy Committee Chair and Senior Leadership Team. Prior to the session, new Director is asked to review the onboarding deck (41-page deck)
4. Signing Documents: In preparation of the Initial onboarding session the new Director is asked to review and sign the following documents:
   • Code of Conduct and Ethics
   • COI Declaration
   • Use of Information, System and Resources
   • Note: The Oaths and Affirmations of Office and Allegiance are administered by VP   Operations on behalf of OTF at the end of the initial onboarding session.

5. Skills Matrix: Director completes the Skills Matrix survey.
6. Access to MS Teams: Once all documents in step 4 and 5 are signed and submitted, access provided to all board materials, governing documents, polices.
7. Granting Onboarding Session: Following new Director’s first Board meeting a one-hour long orientation session on granting processes is held with the new Director, CEO and VP. (45-page deck).
8. Mentoring: The new Director is paired with a Mentor.
9. Onboarding for Standing Committee appointment: Confirm the standing committee the Director will serve on and hold Committee onboarding session.
10. CEO meets in-person with the New Director: Meeting follows the first Board meeting providing an opportunity for questions, emphasizing governing documents, policies and to identify if there is anything management can provide to support their onboarding process.