Ontario March of Dimes is governed by a 25 person Board of Directors, elected by the membership, one third (of 24) whom are elected each year, and Dr. David Logan who holds lifetime membership on the Board and the Executive Committee. He was honored with this position in 1999 when the membership approved a by-law amendment.
The Board has established committees, each chaired by a Director, and all accountable to the Board as a whole. For details on their Terms of Reference see below: Finance, Risk & Audit, Nominating & Governance, CEO Performance Evaluation, Executive Compensation and Job Evaluation, Planning & Evaluation and the Executive. The Executive Committee is composed of the Chair, Vice Chair, Secretary, Treasurer, Past Chair, Dr. David Logan and two directors-at-large.
Meetings of the Board are held six times a year and are generally preceded by an information session focused on one aspect of the Strategic Plan or a key program, financial or advocacy issue. In 2005, the Board adopted a 5 year Strategic Plan with the following 4 Strategic Directions:
1. Meeting the Needs of an Expanding Constituency
2. Building Affinity with Key Stakeholders
3. Financing the Vision
4. Creating a Sustainable and Effective Infrastructure – governance, systems, quality and risk.
The Board sets overarching policies that govern the organization such as the following which are incorporated in overall operations: Risk Awareness, Code of Conduct, Quality Service, Accessibility, Employment Equity, and others from time to time. In 2006, the Code of Conduct was adopted that incorporated various existing policies into one: positive work environment, confidentiality, conflict of interest, standards of ethical/legal conduct, anti-harassment and workplace safety.
The Board also discusses and defines social policies that reflect the organization’s mandate “to create a society inclusive of people with physical disabilities”. To this effect a watching brief is kept on legislative matters and senior levels of government are advised of OMOD’s views on matters that affect people with disabilities, the non profit charitable sector as a whole, and the agency itself. Such matters in 2005-06 included the Accessibility for Ontarians with Disabilities Act, the Ontario Human Rights Code review, issues in access to higher education, advocacy for a Canadian with Disabilities Act and recommendations regarding tax free contributions of securities to charities. Many other subjects were developed and may be reviewed in our Government Relations and Advocacy section. The Board’s social policy positions are maintained in the organization’s Social Policy Manual which is an historical record of decisions reached by the board. These serve as guidance to management in representing the organization in public consultations. Consumers of services and other persons with disabilities are widely consulted in developing these positions.
The Nominating and Governance Committee of the Board is charged with evaluating the performance of individual directors, recruiting new directors for the board and its committees, designing or arranging for the delivery of board workshops, regular review of best practices in governance and recommendations to the board on continuous improvements. This committee recruits qualified candidates for the Board and subsidiary boards using a matrix that identifies skills and backgrounds that keep the aboard vibrant, diverse and effective. A slate is presented at the AGM for all vacancies and volunteers are also recruited to fill positions on key committees. Program advisory committee members are generally recruited by staff.
The Finance Committee provides overall guidance and monitoring on financial management including policies, planning and budgeting, investments, reporting and analysis. Two sub committees report through this committee to the Board, Pension and Investment. Each is responsible for establishing corporate policy in their respective areas, setting performance goals and monitoring them, hiring, pension/investment managers and reviewing their performance, communicating with stakeholders. In the case of the Pension Committee, it must ensure compliance with relevant legislation including an annual pension audit. The Investment Committee likewise ensure compliance with the Trustees Act.
The Risk & Audit Committee operates under an appointed Risk & Audit Charter to identify and quantify risks affecting all aspects of the corporation, including but not limited to legal, financial, operational. This committee receives the external audit and audits the work of the internal audit department.
CEO’s Evaluation Committee, approved of the Chair, Past Chair and Vice Chair reviews the annual performance of the President & CEO, recommends goals and objectives in consultation with the Chief Executive Officer, establish annual merit pay and bonus and reports to the Board of Directors.
Executive Compensation & Job Evaluation Committee employees evaluative tools such as the Hay System and Job Evaluation to establish job grades and ranges for senior management and executive positions. Comparative studies are undertaken to then establish salary grid and ranges, and recommendations for overall compensation.
The Planning & Evaluation Committee receives input on strategic initiatives from management or other Board committees and “weights” them in relation to the approved strategic plan, fulfillment of mission and vision. Recommendations to the Board may include, resource allocation, priorization, reporting relationships or other manner of dealing with new ideas or changes to approved plans.
Governance is the business of the board and execution is the business of management and staff. An important partnership exists to enable both to operate with trust and effectiveness.