Minutes - April 18, 2024 - Governance Committee Meeting 

Members Present:

Michelle Smibert (Committee Chair Appoint)
Matthew Newton-Reid
Michael Steele
Emily Williams, Chief Executive Officer (ex-officio) (Secretary and Treasurer)
Dr. Alexander Summers, Medical Officer of Health (ex-officio)

Regrets:

Selomon Menghsha

Others Present:

Stephanie Egelton, Executive Assistant to the Board of Health (recorder)
Ryan Fawcett, Manager, Privacy, Risk and Client Relations
Aina DeViet, Board Member
Dr. Joanne Kearon, Associate Medical Officer of Health
Morgan Lobzun, Communications Coordinator, Communications

At 6 p.m., Secretary and Treasurer Emily Williams called the meeting to order.

Meeting Procedures

Election of 2024 Governance Committee Chair

Secretary and Treasurer Emily Williams opened the floor to nominations for Chair of the Governance Committee for 2024.

It was moved by M. Newton-Reid, seconded by M. Steele, that Michelle Smibert be nominated for Chair of the Governance Committee for 2024.
Carried
Michelle Smibert accepted the nomination.

E. Williams called three times for further nominations. None were forthcoming.

It was moved by M. Newton-Reid, seconded by M. Steele, that Michelle Smibert be acclaimed as Chair of the Governance Committee for 2024.
Carried

Disclosures of Conflict of Interest

Chair Smibert inquired if there were any disclosures of conflicts of interest. None were declared.

Approval of Agenda

It was moved by M. Steele, seconded by M. Newton-Reid, that the AGENDA for the April 18, 2024 Governance Committee meeting be approved.
Carried

Approval of Minutes 

It was moved M. Newton-Reid, seconded by M. Steele, that the MINUTES of the November 16, 2023 Governance Committee meeting be approved.
Carried

New Business

2024 Governance Committee Terms of Reference (Report No. 01-24GC)

Emily Williams, Secretary of the Board of Health introduced the draft 2024 Performance Appraisal Committee Terms of Reference.

E. Williams noted that the Governance Committee is reviewing all of the Committee Terms of Reference at as part of the Governance Policy Review for Policy G-290 Standing and Ad Hoc Committees. Further, E. Williams noted that the Governance Terms of Reference had a very minor change to change the manager title support within the Terms of Reference to “Manager, Privacy, Risk and Client Relations” from the previous manager title of “Manager, Strategy, Risk and Privacy”.

It was moved by M. Newton-Reid, seconded by M. Steele, that the Governance Committee recommend to the Board of Health to receive Report No. 01-24GC re: “2024 Governance Committee Terms of Reference” for information.
Carried

Governance Policy Review – April 2024 (Report No. 02-24GC)

Emily Williams, Chief Executive Officer introduced Ryan Fawcett, Manager, Privacy, Risk and Client Relations to present the April Governance Policy Review to the Committee.

R. Fawcett noted that there were ten (10) policies for review by the Committee. The Committee previously provided any comments on these policies and they are being presented for discussion and recommendation to the Board of Health.

The policies for review were:
• G-000 Bylaws, Policy and Procedures
• G-010 Strategic Planning
• G-150 Complaints
• G-160 Jordan's Principle
• G-270 Roles and Responsibilities of Individual Board Members
• G-290 Standing and Ad Hoc Committees
• G-340 Whistleblower
• G-360 Resignation and Removal of Board Members
• G-410 Board Member Remuneration and Expenses
• G-480 Media Relations

R. Fawcett noted that the majority of the changes were regarding title changes and general housekeeping items, with three (3) of the policies having more material changes. These changes include:
• G-290 Standing and Ad Hoc Committees: changes to the Performance Appraisal Committee Terms of Reference to reflect new categories as recommended by the Performance Appraisal Committee.
• G-270 Roles and Responsibilities of Individual Board Members: addition of the 70% meeting attendance threshold for Board Member participation.
• G-410 Board Member Remuneration and Expenses: change to remuneration structure based on meeting length and to align with practices from the County of Middlesex per the policy.

Committee Member Michael Steele inquired on more information regarding Board Member remuneration and the rate schedule. E. Williams noted that the current per diem rate was $151.49 and the proposed rate is $177.77, with percentages of pay based on length of a meeting to be in alignment with the City of London and County of Middlesex. S. Egelton clarified that the proposed language within the policy was the same as the language within the County of Middlesex’s Remuneration By-law.

It was moved by M. Newton-Reid, seconded by M. Steele, that the Governance Committee recommend to the Board of Health to:
1) Receive Report No. 02-24GC re: “Governance Policy Review – April 2024” for information; and
2) Approve the governance policies as amended in Appendix B.
Carried

Other Business

The next meeting of the Governance Committee is on Thursday, October 17, 2024 at 6 p.m.

Adjournment 

At 6:08 p.m., it was moved by M. Steele, seconded by M. Newton-Reid, that the meeting be adjourned.
Carried

Michelle Smibert
Committee Chair

Emily Williams
Secretary