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HomeMy WebLinkAbout12 Report 1 Board Governance TAsk Force 29 March 2011 REPORT NO. 1, BOARD GOVERNANCE TASK FORCE A meeting of the Board Governance Task Force was held on 29 March 2011 commencing at 7:30 p.m. in the Trustees’ Committee Room, 133 Greenbank Road, Ottawa, with Trustee Kavanagh in the chair and the following also in attendance: TRUSTEE MEMBERS: Donna Blackburn Cathy Curry Bronwyn Funiciello Katie Holtzhauer (electronic communication) Jennifer McKenzie Lynn Scott OTHER TRUSTEES: Rob Campbell STAFF:Barrie Hammond, Director of Education and Secretary of the Board Jennifer Adams, Executive Superintendent Michèle Giroux, Executive Officer, Corporate Services Walter Piovesan, Superintendent of Instruction Pino Buffone, Superintendent of Instruction Jill Bennett, Superintendent of Instruction Monica Ceschia, Manager of Board Services Sue Baker, Board/Committee Coordinator 1.Call to Order Director Hammond called the meeting to order at 7:30 p.m. and welcomed everyone to the meeting. Trustee McKenzie recalled that trustees agreed with a suggestion from consultant Jim Nininger at a recent trustee retreat, that it would be beneficial for senior staff to participate in the development of the mandate for the task force. Trustee McKenzie thanked senior staff for attending the meeting this evening. 2.Approval of Agenda Moved by Trustee Funiciello, THAT the agenda be approved. - Carried - 3. Election of the Chair of the Board Governance Task Force Director Hammond called for nominations for the chair of the Board Governance Task Force. Trustee Blackburn nominated Trustee Kavanagh. Board Governance Task Force - 1 - 29 March 2011 Moved by Trustee Funiciello, THAT nominations be closed. - Carried - Trustee Kavanagh was acclaimed as chair of the Board Governance Task Force. Trustee Kavanagh assumed the chair. 4. Confirmation of Minutes a. 03 November 2010 Moved by Trustee McKenzie, THAT Report 7 of the Board Governance Task Force, dated 03 November 2010 be confirmed. - Carried - 5. Business Arising from Minutes a. 03 November 2010, Report 7 Trustee Curry requested an update from staff on the status of activities related to restructuring staff reports as discussed on folio 3 of the report. Director Hammond advised that staff could present a report to this Committee at a later date with regard to restructuring staff reports to facilitate decision-making. 6. Governance Overview Executive Officer Giroux provided an update on Board governance activities that have taken place since Odgers Berndtson was retained for the Board and Director evaluations in September 2009. She noted that the Board Governance Task Force was established in April 2010 with a mandate to review both the board and committee structure, and the rules of procedure. With the adoption of Bill 177, the Ministry has increased its focus on board governance, and it is expected that the Ministry will be releasing a Regulation regarding code of conduct for trustees. Executive Officer Giroux noted that at a recent retreat, it was suggested that the mandate of the Task Force also include the development of a broader governance strategy, and a plan for the delivery of the Ontario Education Services Corporation (OESC) modules. Discussion and/or deliverables might include a delineation of the roles and responsibilities between the Board and the Director; consideration of the content of staff reports; the Board’s monitoring role; how information comes to the Board, and a discussion about the meaning of governance. She also advised that Board evaluations and other governance discussions over the past few years have identified the need for more effective communication amongst Board members; improvements to meeting frequency, length and productivity; importance of modeling trust and effective leadership by Board and staff; the merits of a governance framework/work plan; and a possible pilot project for a Committee of the Whole meeting structure. - 2 - Board Governance Task Force 29 March 2011 Executive Officer Giroux suggested that the next steps for the Board Governance Task Force could be to select a chair, review the mandate of the Task Force and develop a work plan, discuss, and possibly approve, the development of a pilot project for a Committee of the Whole structure, and coordinate a Board development program that would include training for committee chairs and the modules from OESC. During discussion of possible next steps for the Task Force, the following points were noted: While considerable discussion has already taken place, the Task Force has not yet recommended a pilot project for a Committee of the Whole structure; At the last meeting of the Task Force, a number of other issues were identified that should be addressed before implementing a Committee of the Whole structure, including agenda and meeting management, roles and responsibilities, staff reports, and meaningful involvement of external stakeholders; All Board members should have an opportunity to discuss the feasibility of a possible revised committee structure and changes to the bylaws before any recommendations are submitted to the Board for approval; In addition to training for committee chairs and trustee orientation sessions, the Board has indicated its commitment to the creation of a board development program. Some or all of the OESC modules could provide the framework for such a program. The cost of delivering the modules could be covered within the existing budget for a board development program; There are 14 OESC modules available on topics including governance, roles and responsibilities, relationships, performance review, strategic planning, policy making, conflict management, family and community engagement, advocacy, conflict of interest, quasi-judicial hearings, running effective meetings, finance, and human resources; There is currently no Ministry requirement that all school boards must take the OESC modules, and therefore the Ministry is not providing funding for facilitators to deliver them; With regard to the delivery of the OESC modules, Executive Officer Giroux agreed to follow up with OESC to determine if there is a requirement for school boards to have OESC-trained facilitators deliver the modules to their Board members in a group setting, or whether Board members could take the modules online. She also agreed to investigate the feasibility of arranging joint facilitated training sessions with other area school boards; and Having the OESC modules delivered in a group setting would facilitate communication amongst board members and senior staff, and improve governance processes. In response to concerns expressed by Trustee Blackburn with regard to the obligation of a newly elected Board to abide by decisions made by a previous Board, Director Hammond advised that staff proceeds as directed by Board motion, regardless of when it was approved, unless staff is directed otherwise by a subsequent Board motion. The Board Governance Task Force was reappointed at the Board Organizational Meeting of 1 December 2010, and it currently reports to the Board. - 3 - Board Governance Task Force 29 March 2011 7. Governance Motion referred from Board Meeting, 08 March 2011 Director Hammond advised that the following motion was referred from the Board meeting of 08 March 2011 to the Board Governance Task Force: Moved by Trustee FitzGerald, A. THAT staff be directed to prepare a report for the May 2011 SPPC meeting outlining a Committee of the Whole pilot project for implementation in September 2011, including draft amendments to the rules of procedure; and B. THAT the responsibilities and term of the Governance Task Force be amended to include: Development of a work plan for the next 18 months; and Term extension to July 2012 as outlined in Appendix A to staff report 11-062, but excluding Task Force Responsibility A. In response to a query from Trustee Scott with regard to the process for dealing with a substitute motion, Executive Officer Giroux advised that the Task Force has the discretion to either deal first with the referred motion, or accept a substitute motion and, if it passed, then the referred motion would be moot. Moved by Trustee Scott, THAT the motion be substituted with the following two motions: THAT the Terms of Reference for the Board Governance Task Force be revised as follows (attached as Appendix A): A. That Items A and B under Task Force Responsibilities be replaced by the following Items A, B and C: A. Development of components of a governance framework for the OCDSB, including but not limited to the following elements: Governance Commitments (Principles, Philosophy) Roles and Responsibilities of Board and Director of Education Board Member Code of Conduct (Principles) Authority and Accountability Policy Development and Review (Responsibilities, Process) Effective Communications Committee Structure for Effective Governance with consideration for the provisions of the Education Act and its regulations, for the content of the governance modules developed by the Ontario Education Services Corporation (OESC), and for the advice and guidance of governance consultants as relevant; B. Development of recommendations for changes to OCDSB by-laws; and - 4 - Board Governance Task Force 29 March 2011 C. Development of recommendations regarding Board and committee agendas and reports (expectations, content, etc.); B. That support for the Board Governance Task Force be augmented by the addition of a fourth bullet: Governance consultants (as relevant); C. That the end of the Term of the Board Governance Task Force be amended from November 2010 to July 2012; and D. THAT staff be directed to develop a schedule for delivery of the governance modules developed by the Ontario Education Services Corporation (OESC) as part of an on-going Board Development Program, supported by qualified facilitators and/or governance consultants. During the introduction of her motion, Trustee Scott expressed the view that the original terms of reference for the Task Force did not capture all of the work that is required to arrive at a common governance concept. The proposed revisions to the Terms of Reference will provide for the development of components of a governance framework, recommendations for changes to the By-Laws, and to develop recommendations with regard to board and committee agendas and reports. Any recommendations proposed by the Task Force would be subject to Board approval. Trustee Scott also noted that the second recommendation asks staff to develop a schedule for the delivery of the OESC modules as part of the board development program. During discussion of the motion, the following points were noted: Some trustees expressed concern that the Task Force would be unable to complete all of its tasks prior to July 2012; The schedule for delivery of the OESC governance modules should allow for some flexibility in selecting some or all of the modules for delivery in either facilitated groups or self-study, and include other components in addition to the OESC modules; It was suggested that staff consult with Jim Nininger and/or OESC for their opinion on which modules would be key building blocks for the development of a governance framework; Staff will arrange for the engagement of an external consultant if a facilitator is required for the delivery of the OESC modules, as well as investigate the feasibility of arranging joint facilitated training sessions with other area school boards; It is unlikely that the Task Force will be able to schedule more than three or four meetings before the end of the school year due to other meeting commitments. If the board development program cannot align with the OESC modules, then it will take longer to create the program from scratch; If the Task Force determines that it would like to proceed with a pilot project of a Committee of the Whole structure, a decision would have to be made as soon as possible if it is to be implemented by September 2011; It may be appropriate for the Task Force to report to the Board through the Strategic Planning & Priorities Committee to allow a fulsome discussion of any Task Force recommendations before they are submitted to the Board for approval; and Director Hammond suggested that in terms of developing a governance framework, a draft document that takes into account comments made to date by trustees on each of - 5 - Board Governance Task Force 29 March 2011 the specified components could be prepared by staff to initiate discussion by the Task Force. Executive Superintendent Adams suggested that it may be appropriate to begin with tangible components such as “Governance Commitments (Principles, Philosophy)” and “Roles and Responsibilities of Board and Director of Education” to build momentum for the Task Force. Speaking in wrap-up, Trustee Scott clarified that the term, “as relevant” is included in Part B of the motion to allow for the engagement of a consultant at any point during the process of developing a governance framework. With regard to the board development program, Trustee Scott agreed that the program should include additional components besides the OESC modules, and the second recommendation is intended to deal only with the OESC modules component. Noting that completion of the work outlined in the motion will take considerable time, Trustee Scott submitted that there are a number of governance framework documents at other school boards that could serve as examples of good governance models. She urged Task Force members to focus on strategic leadership and the development of belief statements rather than administrative details. She also maintained that once the government framework is in place, the Task Force could then turn its attention to committee structures and whether the current model adequately supports the work of the Board. Moved by Trustee Scott, THAT the motion be substituted with the following two motions: THAT the Terms of Reference for the Board Governance Task Force be revised as follows (attached as Appendix A): A. That Items A and B under Task Force Responsibilities be replaced by the following Items A, B and C: A. Development of components of a governance framework for the OCDSB, including but not limited to the following elements: Governance Commitments (Principles, Philosophy) Roles and Responsibilities of Board and Director of Education Board Member Code of Conduct (Principles) Authority and Accountability Policy Development and Review (Responsibilities, Process) Effective Communications Committee Structure for Effective Governance with consideration for the provisions of the Education Act and its regulations, for the content of the governance modules developed by the Ontario Education Services Corporation (OESC), and for the advice and guidance of governance consultants as relevant; B. Development of recommendations for changes to OCDSB by-laws; and C. Development of recommendations regarding Board and committee agendas and reports (expectations, content, etc.); - 6 - Board Governance Task Force 29 March 2011 B. That support for the Board Governance Task Force be augmented by the addition of a fourth bullet: Governance consultants (as relevant); C. That the end of the Term of the Board Governance Task Force be amended from November 2010 to July 2012; and D. THAT staff be directed to develop a schedule for delivery of the governance modules developed by the Ontario Education Services Corporation (OESC) as part of an on-going Board Development Program, supported by qualified facilitators and/or governance consultants. - Carried - The Chair of the Task Force declared that Trustee FitzGerald’s motion that was referred from the Board meeting of 08 March 2011, was now moot. 8. Meeting Schedule Executive Officer Giroux advised that staff has identified four possible dates for the future meetings of the Board Governance Task Force: April 12, 2011 - 5:30 to 7:00 p.m. (prior to Board) April 26, 2011 - 5:30 to 7:00 p.m. (prior to Board) May 4, 2011 - 5:30 to 7:30 p.m. (prior to SPPC) May 18, 2011 - 7:00 to 10:00 p.m. Several trustees indicated they may be out of town on one or more of these dates. It was agreed that Board Services would conduct a quorum check. 9. Next Steps Trustee Scott suggested that binders, similar to those provided to the members of the Board Governance Task Force when it was initially established, be provided to the new members of the Task Force. In response to a query from Trustee Funiciello, Executive Officer Giroux advised that when the motion to approve the Terms of Reference for the Board Governance Task Force is presented to the Board for approval, an amendment could be moved to stipulate that the Task Force report to the Strategic Planning & Priorities Committee. 10.New Business a. Change in Membership of the Board Governance Task Force In response to an expression of interest from Trustee Campbell to be a member of the Board Governance Task Force, Trustee Curry indicated that because she would have difficulty attending meetings commencing at 5:30 p.m., she offered to relinquish her seat to Trustee Campbell. - 7 - Board Governance Task Force 29 March 2011 Executive Officer Giroux suggested that when the motion to approve the Terms of Reference for the Board Governance Task Force is presented to the Board for approval, an amendment could be moved to add to the membership of the Committee an additional appointment made at that time. 11. Adjournment The meeting adjourned at 9:19 p.m. Theresa Kavanagh Chair Board Governance Task Force - 8 - Board Governance Task Force 29 March 2011 Appendix A OCDSB’s Board Governance Task Force Terms of Reference Mandate The mandate of the Board Governance Task Force will be to improve the governance structures and practices of the Ottawa-Carleton District School Board. Task Force Responsibilities The Board Governance Task Force will work as a special purpose committee on the following items: A.Review of the Board and Committee structure, and B.Review of the Board By-laws and Standing Rules. A. Development of components of a governance framework for the OCDSB, including but not limited to the following elements: Governance Commitments (Principles, Philosophy) Roles and Responsibilities of Board and Director of Education Board Member Code of Conduct (Principles) Authority and Accountability Policy Development and Review (Responsibilities, Process) Effective Communications Committee Structure for Effective Governance with consideration for the provisions of the Education Act and its regulations, for the content of the governance modules developed by the Ontario Education Services Corporation (OESC), and for the advice and guidance of governance consultants as relevant; B. Development of recommendations for changes to OCDSB by-laws; and C. Development of recommendations regarding Board and committee agendas and reports (expectations, content, etc.). Membership The Board Governance Task Force shall be comprised of a minimum of five and a maximum of seven trustees, appointed by the Board. The Board Governance Task Force will be supported, as required, by the following internal Board resources: Director (ex-officio) Executive Officer, Corporate Services Board Services Governance consultants (as relevant) Term of Board Governance Task Force July 2012 The Board Governance Task Force members will serve until November 2010. Meeting Frequency The Board Governance Task Force will meet at the call of the chair. It is expected that the Board Governance Task Force will meet at least on a monthly basis during the school year.