CEO Continuity Policy

Type: Governance

Target audience: Public

1.0 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.

2.0 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.

3.0 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.

3.1 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.

3.2 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.

3.3 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. 

3.4 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.

3.5 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.

3.6 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.

3.7 Guiding Principles

The Executive 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.

3.8 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.

3.9 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.