Minutes - July 20, 2023 - Governance Committee Meeting

Members Present: 

Matthew Newton-Reid (Chair)
Michael Steele
Tino Kasi
Emily Williams, Chief Executive Officer (ex-officio)
Dr. Alexander Summers, Medical Officer of Health (ex-officio)

Regrets:

Michelle Smibert
Aina DeViet

Others Present:

Stephanie Egelton, Executive Assistant to the Board of Health (recorder)
Ryan Fawcett, Manager, Privacy, Risk and Client Relations
David Jansseune, Assistant Director, Finance

At 6:30 p.m., Board Chair Matthew Newton-Reid called the meeting to order for Committee Chair Michelle Smibert due to an unexpected conflict.

Emily Williams, Chief Executive Officer introduced Ryan Fawcett, incoming Manager, Privacy, Risk and Client Relations to the Governance Committee. R. Fawcett started at the Middlesex-London Health Unit on May 15 and has an extensive background in risk, privacy, and client relations, having held similar manager roles at the South Bruce Grey Health Centre and the St. Thomas Elgin General Hospital. R. Fawcett also holds a Green Belt in Lean Methodology and has had recent experience as a Quality Improvement Specialist at Windsor Regional Hospital.

Disclosure of Conflict of Interest

Chair Newton-Reid inquired if there were any disclosures of conflict of interest. None were declared.

Approval of Agenda

It was moved by M. Steele, seconded by T. Kasi, that the AGENDA for the July 20, 2023 Governance Committee meeting be approved.
Carried

Approval of Minutes

It was moved by T. Kasi, seconded by M. Steele, that the MINUTES of the April 20, 2023 Governance Committee meeting be approved.
Carried

New Business

Governance By-Law Review (Report No. 06-23GC)

E. Williams provided an overview on the Governance Committee’s review of the Board of Health's by-laws. E. Williams noted that under the Health Protection and Promotion Act, a Board of Health is required to have by-laws on management of property, banking, procedure and duties of the auditor.
Through a review, it was determined that the four (4) Board of Health by-laws needed review from both legal counsel and the Governance Committee before going to the Board. The by-laws have not had significant changes to them since their adoption, except for housekeeping amendments from March 2020 until June 2022 to update changes to applicable legislation impacting the Board of Health, along with updated roles and responsibilities. Legal counsel from Harrison Pensa LLP reviewed the by-laws with the Board Chair and the Executive Assistant before being presented to the Committee for their pre-meeting review.

The by-laws that were reviewed were:
• G-B10 By-law No. 1 Management of Property
• G-B20 By-law No. 2 Banking and Finance
• G-B30 By-law No. 3 Proceedings of the Board of Health
• G-B40 By-law No. 4 Duties of the Auditor

While a detailed and thorough legal review was conducted, the proposed changes to the by-laws were to modernize and clarify the by-laws for the Board through housekeeping changes. Changes included:
• General housekeeping amendments
• Reversing order of template to have readings above signing/seal
• General summarizing and condensing of provisions
• Modernizing and consistency with Robert’s Rules of Order and the Municipal Act
• Condensing and removing information already applicable in policy
• Quorum clarifications

The Governance Committee will continue to review these by-laws bi-annually and it is anticipated that this level of review of Board of Health by-laws from legal counsel will not be needed for many years.
Upon recommendation from the Governance Committee, the by-laws will require the Board to make a motion to amend, and formalize by giving a first, second, third and final reading of by-laws for their implementation.

It was moved by M. Steele, seconded by T. Kasi, that the Governance Committee:
1) Receive Report No. 06-23GC re: “Governance Policy Review – Board of Health By-Laws” for information; and
2) Approve the Board of Health Governance By-Laws as amended through a first, second, third and final reading (Appendix B).
Carried

Quarterly Risk Register Update (Report No. 07-23GC)

E. Williams introduced Ryan Fawcett, Manager, Privacy, Risk and Client Relations to present the Q1 Risk Registry to the Committee.

R. Fawcett provided an overview of the Q1 Risk Register for the Health Unit. There were twenty-four (24) risks identified in Q4 2022, (sixteen) 16 of which have been completed or mitigated. There are eight (8) risks identified on the Q1 2023 Risk Register, with five (5) being high risk and three (3) being medium risk.

The high risks include:
• Staff burnout
• High demand for public health professionals
• Financial strain on public health
• Turnover in Board of Health Members
• Public Health Modernization

The medium risks include:
• Cyber security risks
• Class-action lawsuit against a long-term care home company and the Health Unit for COVID-19 response
• Information technology database tokens for security

It was moved by T. Kasi, seconded by M. Steele, that the Governance Committee recommend to the Board of Health to:
1) Receive Report No. 07-23GC re: “MLHU Q1 2023 Risk Register” for information; and
2) Approve the Q1 2023 Risk Register (Appendix A).
Carried

Other Business

The next meeting of the Governance Committee will be held on Thursday, September 21, 2023 at 6 p.m.

Adjournment

At 6:40 p.m., it was moved by M. Steele, seconded by T. Kasi, that the meeting be adjourned.
Carried

Matthew Newton-Reid
Board Chair for Committee Chair Michelle Smibert

Emily Williams
Secretary