Board Governance Framework

Purpose

The Board Governance Framework outlines how the government appointed Board of Directors will govern the Ontario Trillium Foundation (OTF). This Framework, along with attached appendices, defines the roles and responsibilities of the Board of Directors and of the CEO. It also clearly articulates how the roles and responsibilities will be fulfilled.

Legal Entity

OTF is an agency of the Government and is governed by the Corporation Act (Ontario) without share capital. The By-laws of the Foundation are subordinate to, and should be read in conjunction with, the Act, the Supplementary Letters Patent (June 5, 2002), the MOU between OTF and the Ministry of Tourism, Culture and Sport (MTCS) and all relevant Orders in Council.

Mission

OTF invests in community-based initiatives that build healthy and vibrant communities across Ontario and strengthens the impact of the non-profit sector.

Values and Operating Principles

The Ontario Trillium Foundation’s values and guiding principles guide the Foundation, direct activities and help shape culture. Volunteers and staff reflect these values in their actions and relationships:

Integrity and fairness
Outstanding customer service
Change that matters
Excellence
Knowledge and learning
Transparency and accountability
Equity and inclusion

The Board is accountable for the governance and oversight of OTF. Structure and operation of the Board is based on the following parameters:

Board Directors are appointed by the Lieutenant-Governor in Council
Size of the Board is limited to 25 Directors
Board elects the Chair on an annual basis, upon the approval of the Minister of MTCS, for a term of one year
Minister appoints the Vice Chair on annual basis for a term of one year
Board appoints:
- Treasurer (who also serves as the Chair of the Finance and Audit Committee)
- Secretary for a term of one year (The Secretary is the CEO)
- CEO (who also acts as Secretary of the Board)
- Standing and Ad Hoc Board Committee Chairs and Vice Chairs
- Auditors
A Director may resign by resignation in writing to the Secretary of the Board
Any Director may be removed by the resolution of the Minister

Responsibilities of the Board

The Board is accountable for the governance and oversight of OTF and has responsibility for the stewardship of the Foundation as detailed in the OTF Board Director Terms of Reference (see Appendix A “Board of Directors Terms of Reference”). These responsibilities include: strategic planning; risk management; CEO recruitment, selection, performance assessment and compensation; and, monitoring the Foundation’s performance.

Responsibilities of each Board Director

The responsibilities of each Board Director are outlined in the Individual Board Director Position Description (see Appendix B “Individual Board Director Position Description”).

Responsibilities of the Board Chair

The Board Chair is responsible to the Board to facilitate the operations and deliberations of the Board to meet the Board responsibilities. The Chair presides at all Board and Executive Steering Committee meetings (see Appendix C “Board Chair Position Description”).

Responsibilities of the Board Vice-Chair

The Vice-Chair has all the responsibilities of the Chair in the absence of the Board Chair.

Responsibilities of the Treasurer

The Treasurer serves as the Chair of the Finance and Audit Committee which is responsible to gain assurance that the Board fulfills its legal, ethical, functional and fiscal responsibilities (see Appendix E “Finance & Audit Committee Terms of Reference”).

Responsibilities of the CEO

The CEO reports to the Board and is responsible for directing, managing and planning the business and operational affairs of the Foundation to achieve its strategic objectives within the budget approved by the Board (see Appendix H “CEO Position Description”).

The following Board Standing Committees oversee the work of the Foundation:

a) Executive Steering Committee
b) Finance & Audit Board Committee
c) Corporate Governance and Policy Committee
d) Granting Programs Committee

Estimated annual time commitment for Committee work is 12 hours (includes 1.5 hours for each Committee meeting and 1.5 hours preparation).

Membership and responsibilities of Board Standing Committees are outlined under Committees Terms of Reference (Appendices D, E, F, G).

Ad Hoc Committees of the Board

The Board may from time to time, by resolution, appoint any other Standing or Ad Hoc Committee(s) which will be Committees of the Board.

Management Committees

The CEO may from time to time form Management Committees to support the CEO’s role and scope of work. The CEO may invite Board Directors and/or community experts with specific expertise, skills and/or knowledge to participate in the Management Committees as Committee members. Management Committee members are accountable to the CEO.

Grant Review Teams

The Grant Review Teams are committees of the Foundation and are comprised of local volunteers that assist in the delivery of OTF’s grant-making mandate. They are responsible for making recommendations of local allocation of funds for Board approval. The Board authorizes the CEO to manage Grant Review Teams and the grant review process. The Board designates the CEO as the liaison between the Board and GRTs.

GRT Council of Chairs

The GRT Council of Chairs (made up of Chairs of each of the Grant Review Teams) share information and best practices and provide input into the effective management of Grant Review Teams. The Board may identify a Director to attend the Council of Chairs meetings. The CEO chairs the GRT Council of Chair meetings.

Orientation of Directors

The Corporate Governance and Policy Committee, with support from management, ensures effective orientation of Board Directors, including the Board Governance Framework, OTF’s strategy (mission, values, goals and objectives), business plan, budget, grant investment framework (including grant programs), organization structure, the roles and responsibilities of Grant Review Teams and OTF’s policies. Orientation also includes a Mentorship Program led by the Corporate Governance and Policy Committee to assist onboarding of new Directors through a peer to peer relationship. (See Appendix J “Board Mentoring Guide”.)

Policy Framework

The Board is responsible for the following written Governance documents which are reviewed regularly:

By-Laws
MOU
Board Governance Framework and attached Appendices
CEO Continuity Plan (Appendix I)
Code of Conduct and Ethics Policy
Conflict of Interest Rules

The CEO is responsible to have written Operational Policies. Operational policies include risk, financial, HR, business continuity, granting, information/data and communications. Management will ensure the Board has annual oversight of Operational Policies to gain assurance that they a) meet legal requirements and best practices; b) are consistent with OTF’s mission, values and goals; and c) are being followed. On an annual basis Board Directors will have oversight into all operational policies.

Number and Schedule of Meetings

The Board will hold regular meetings (preferably a minimum of four regularly scheduled meetings and an AGM) either in person or via electronic format. The timing of the meetings is primarily based on quarterly reporting and grant cycle timelines.

Distribution of Material

The agenda and the related information and data that are important to the Board’s understanding of the business to be discussed for each regularly scheduled meeting and, where feasible, each special meeting, will be distributed sufficiently in advance of the meeting to provide a reasonable opportunity for review, except when such material is too sensitive to be put in writing.

Attendance

Directors are to make reasonable efforts to attend all Board meetings, including the Annual General Meeting, and all Board Committee meetings upon which they serve. To prepare for meetings, directors are expected to review the materials that are distributed in advance of those meetings. Although the Board recognizes that, on occasion, circumstances may prevent directors from attending meetings, directors are expected to ensure that other commitments do not materially interfere with the performance of their duties. Directors are expected to attend a minimum of 75% of regularly scheduled Board and committee meetings. If a Director misses more than two Board meetings in a row or two Committee meetings in a row, the Board Chair will speak to the Board Director about their Board commitment and participation.

Board members will inform the Chair and the CEO in advance when they must be absent from a meeting.

Access to Managers and Advisors

The Board and Board Directors have direct access to the CEO. The CEO may give permission for Board Directors to communicate with and/or work directly with a member of OTF’s senior management or staff. OTF management and staff report to the CEO and not the Board.

Management will support the Board enabling the Board and its Directors to fulfil their legal and other obligations and duties. The Board has the right to consult and retain independent legal and other advisors at the expense of the Foundation. Directors are entitled to reasonably rely on advice from outside advisors such as lawyers, accountants, or other persons whose profession lends credibility to a statement by such person. Directors should assess the qualifications of any such advisors and the processes such advisors use to reach their decisions and recommendations.

Diversity and Inclusion

The Board and each Director will demonstrate commitment to create an inclusive environment receptive to diverse experiences, perspectives and interests, inclusive of all, where all individuals are treated fairly with decency and respect, free of discrimination or harassment as outlined in the OTF’s Diversity, Equity and Inclusion Framework.

Code of Conduct and Ethics

Directors are expected to promote and abide by the mission, vision, values, and policies of the Ontario Trillium Foundation and behavioral and ethical standards outlined in the Code of Conduct and Ethics.

Confidentiality and Privacy

OTF respects the right of individuals to confidentiality and the protection of their personal information. Each Director has a duty to preserve and protect confidential information. A director duty regarding confidentiality extends to proceedings of the Board meetings, as well all information about OTF operations including employees, volunteers, applicants and grantees, agreements/contracts, intellectual property, strategic and other proprietary matters.

Policy Acknowledgment

Upon recruitment to the Board, and again on an annual basis, each Director will attest to their familiarity with and adherence to the following Foundation’s policies – Conflict of Interest, Code of Conduct and Ethics and Confidentiality Agreement (Appropriate use of the OTF Information Systems and Resources). As OTF is subject to both the Freedom of Information and Protection of Privacy Act (FIPPA) and the Archives and Recordkeeping Act (ARA), Directors are to understand the implications of each of the Acts.

Board Performance Evaluation

The Board will conduct a Board Performance evaluation every two years. This process will be guided by the Corporate Governance & Policy Committee and involve the Board as a whole. The CEO or the CEO’s designate will provide staff support to the process.

Review of the Framework

The Board reads and discuss the Board Governance Framework annually, and with the assistance of the Corporate Governance and Policy Committee, will review the Board Governance Framework for any changes biennially.

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, and onboarding. Set performance objectives (KPIs as approved in the Business Plan and career development goals), annually evaluate performance and regular compensation reviews.
Oversee the CEO Continuity Plan and be knowledgeable of the status of the senior management team. Ensure that there are appropriate processes in place to develop staff leadership at all levels of OTF.

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 MTCS.
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.

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

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 Sport (MTCS). The Chair serves as the key liaison contact between the Board and the Minister of MTCS, based on very detailed expectations from MTCS as outlined in the MOU between MTCS and OTF.

Key Responsibilities

Responsibilities of the Board Chair include:

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 expectations, appraisal 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 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 MTCS, 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, develop CEO performance expectations, 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.

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 into risk management/controls and oversight for the investment portfolio and the audit functions.

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.

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 internal audit.
Oversight of OTF’s Enterprise Risk Management Plan including 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).

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.

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.

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.

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 Sport
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: 5
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.

Rationale

In accordance with good-governance best practice, the Ontario Trillium Foundation establishes a policy to ensure the stability and ongoing accountability of the Foundation in the event of the disability, death or temporary absence of its Chief Executive Officer, and to facilitate the transition to both interim and longer-term leadership should it become necessary.

Purpose

The purpose of this policy is to set forward responsibilities for the appointment of an acting CEO in the event of an unanticipated absence.

Policy

The OTF Board of Directors is responsible for governing the affairs of the Foundation, including appointing a CEO of the Foundation and ensuring the CEO is accountable to the Chair and the Board for the management and administration of the Foundation.

The Board of Directors authorizes the Executive Steering Committee of the Foundation to recommend an acting CEO for Board approval, in the event of an unplanned absence of the CEO.

Every year, as part of their performance review of the CEO, the Executive Steering Committee, with advice from the CEO, will identify three potential candidates to fill the position of Acting CEO.

Timely Response
The Chair will convene the Executive Steering Committee at the earliest opportunity after being informed of the absence of the CEO. The Board will be informed of key developments and ratify key decisions on the recommendation of the Chair.

Appointment Options
The Executive Steering Committee will ensure the continuity of the CEO immediately by recommending the appointment of an Acting CEO, should they determine it is appropriate to do so. If for any reason the Executive Steering Committee feels that it is in the best interest of the Foundation to recommend someone else to the Acting CEO role who was not on their pre-discussed list, it may exercise its authority to do so. Appointment may be made for the duration of the absence of the CEO or for a fixed, transitional period to be determined by the Executive Steering Committee.

Board Oversight
The Executive Steering Committee, through the Chair of the Board, is responsible for monitoring the work of the Acting CEO and will be sensitive to the special support needs of the Acting CEO in this temporary leadership role. The Executive Steering Committee will keep the Board regularly informed of matters pertaining to the implementation of the CEO Continuity Plan. Should circumstances warrant, an emergency meeting of the Board will be called by the Board Chair.

Authority of the Acting CEO
The person appointed as Acting CEO shall have the full authority for decision-making and independent action as that of the permanent CEO.

Compensation of the Acting CEO
Compensation will be recommended by the VP, Operations, in accordance with OTF’s compensation grid and guidelines, for approval by the Chair.

Communications Plan

Immediately upon transferring the responsibilities to the Acting CEO, the Board Chair will notify staff members, members of the Board of Directors and GRT Chairs of the delegation of authority.
The Board Chair and the Acting CEO shall communicate the temporary leadership change to the Ministry of Tourism, Culture and Sport, other Government partners as well as foundation CEOs, key sector leaders and other community partners.
The spokesperson for the Foundation during this transition period will be the Chair, supported by the Director, Communications or their delegate, who will develop and implement a communications strategy appropriate to the needs and interests of the Foundation and its stakeholders.

Guiding Principles:
The Executive Steering Committee will strive to:

Be responsive, responsible and decisive in an emergency
Ensure continuity in operations and strategic direction
Demonstrate and convey confidence in its interim executive leadership
Communicate in a measured, timely and effective manner with all key stakeholder groups, internally and externally
Engage the Board and Senior Staff to support the continuity strategy
Ensure its response is aligned with OTF’s corporate values and principles
Demonstrate sensitivity and responsiveness to stakeholder concerns
Provide appropriate support to the CEO during a temporary absence, in keeping with OTF’s policies and values.

Completion of CEO Continuity Plan Period
The decision about when the absent CEO returns to lead the Foundation should be determined by the CEO and the Board Chair, in consultation with the Executive Steering Committee. If appropriate, they will decide on a mutually agreed upon schedule and start date. A reduced schedule for a set period of time may be allowed, by approval of the Board Chair, with the intention of having the CEO work back up to a full-time commitment.

Permanent Change in CEO Leadership
The Board of Directors may appoint a transition and search committee to plan and carry out a transition to a new permanent CEO if necessary, in their sole discretion.

The Board will consider the need for outside consulting assistance depending on the circumstances of the transition and the Board’s capacity to plan and manage the transition and search. The transition and search committee will also consider the need for an interim CEO and make a recommendation to the Board of Directors.

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.