Board Governance Committee (BGC) Minutes 12 March 2011

BGC Attendees:  Steve Crocker, Cherine Chalaby, Rita Rodin Johnston, Ram Mohan, Raymond Plzak, and Bruce Tonkin – Chair

Other Board attendees:  Rod Beckstrom – President and CEO; Peter Dengate Thrush – Chair of the Board; Rajasekhar Ramaraj

Staff Attendees:  Akram Atallah – Chief Operating Officer and Interim Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Samantha Eisner, Diane Schroeder, and Ken Shiu and Amy Stathos

The following is a summary of discussion, actions taken and actions identified:

  1. Approval of Minutes:  The committee approved the minutes from last BGC meeting.

  2. Workplan:  The BGC discussed revised BGC workplan and explained the changes that have been made since the last time the BGC reviewed the workplan.  The BGC also briefly discussed the process for allocation of implementation responsibility for the ATRT recommendations..

  3. Guidelines for Improved Board Effectiveness:  BGC discussed draft Guidelines for handling motions and resolutions during Public Meetings.  The BGC also discussed the concept of having one member of the committee supporting the resolution be responsible for working with staff to prepare resolutions, and compile suggested edits.  The BGC also discussed the merits of including the Guidelines with the induction materials for new Board members and as a reference tool for Committee Chairs to guide new committee members.
    • Actions:

      • Staff to revise Guidelines to permit more flexible processes and to ensure that at least one Board member is responsible for a resolution.

      • Staff to circulate revised Guidelines for further feedback from the BGC prior to finalizing for submission for discussion at the next Board workshop or meeting.

      • The topic of the Board’s focus on strategic and operational decisions to be placed on the May board retreat agenda.

  4. Conflicts of Interest Disclosure Process:  The BGC discussed the equal application of the conflicts of interest disclosure requirements for all Directors and Liaisons.  The BGC also discussed the detailed and full conflicts of interest disclosure process and the submission of those disclosures for BGC review.  The BGC further discussed the need for some guidance on conflicts of interest disclosure statements.

    • Actions:  Office of General Counsel to reassert confidentiality requirements on a regular basis.

  5. BGC Review of other Committees:  Staff discussed the existing process for BGC’s review of each committee.  The matter was deferred to a future meeting.

  6. Confidentiality and Code of Conduct:  The BGC discussed the nature of confidentiality requirements for Directors and Liaisons.  The BGC further discussed minor revisions to the Code of Conduct, as well as the formalization of Guidelines for dealing with the Code of Conduct, as it relates to confidentiality. 

    • Staff to submit revised Code of Conduct to Board for approval

  7. Responding to GAC Communiqués:  The BGC discussed the need to track Communiqués or other written advice received from supporting organizations (SOs) and advisory committees (ACs) and to ensure that draft responses to these communiqués be included as agenda items for next Board meeting.

    • Action:  Staff to prepare a uniform process for the handling of SO and AC Communiqués or other written advice.

  8. Mid-term Slating:  The BGC discussed the need to consider the committee slating of the new incoming Director(s), as well as the need to select a new Chair, in June.

    • Action:  Staff to place on the next BGC agenda a discussion of the manner of selecting the Board Chair and Board Vice Chair.