Minutes - October 17, 2024 - Governance Committee Meeting 

Thursday, October 17, 2024, 6 p.m.
Microsoft Teams

Members Present:

Selomon Menghsha (Acting Committee Chair)
Matthew Newton-Reid
Michael Steele
Emily Williams, Chief Executive Officer (ex-officio)
Dr. Joanne Kearon, Acting Medical Officer of Health (ex-officio)

Regrets:

Michelle Smibert (Committee Chair)
Dr. Alexander Summers, Medical Officer of Health (ex-officio)

Others Present:

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

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

It was moved by M. Steele, seconded by M. Newton-Reid, that the Governance Committee appoint Selomon Menghsha as Acting Governance Committee Chair for the October 17, 2024 meeting.
Carried

Acting Committee Chair Selomon Menghsha presided over the remainder of the meeting.

Disclosures of Conflict of Interest

Acting Chair Menghsha 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 October 17, 2024 Governance Committee meeting be approved.
Carried

Approval of Minutes 

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

New Business

Governance Policy Review – October 2024 (Report No. 03-24GC)

Ryan Fawcett, Manager, Privacy, Risk and Client Relations presented the October Governance Policy Review to the Committee.

Policies within Appendix B to Report No. 03-24GC have been reviewed by the Governance Committee and prepared for approval by the Board of Health:
• G-190 Asset Protection
• G-220 Contractual Services
• G-230 Procurement
• G-240 Tangible Capital Assets
• G-250 Reserve and Reserve Funds
• G-310 Corporate Sponsorship
• G-330 Gifts and Honoraria
• G-370 Board of Health Orientation and Development
• G-380 Conflicts of Interest and Declaration
• G-470 Annual Report
• G-500 Respiratory Season Protection

R. Fawcett noted that there were queries and comments made regarding changes to G-210 Investing and G-320 Donations that require further research specific to finance. Specifically, for G-210 Investing, the query regarding adding language that speaks to approval pending a certain threshold to invest and for G-320 Donations, on why donations of securities cannot be accepted (such as real property and stocks). These policies will be brought before either the Committee or Board’s consideration at a future meeting – it was originally proposed in the motion for November, but with current capacity, staff are proposing the motion be amended to say, “future Board of Health meeting”.

R. Fawcett concluded that all other policies had housekeeping amendments or amendments that are minor in nature such as title changes, consistency of public sector language, adding an attestation form (to confirm Board Orientation activities have been completed) and updating ministry/commission names.

Committee Member Michael (Mike) Steele inquired why the Health Unit did not permit donation of securities.

Emily Williams, Chief Executive Officer noted that the Health Unit is unsure why donations of securities were not permitted previously and that an environmental scan of other municipalities and Boards of Health would be completed.

M. Steele provided background information on accepting securities as donations. Donating securities (stocks) would provide better tax treatment for the donor. If an individual sells stocks, they pay capital gains but if an individual donates, they receive a charitable tax credit for their donation. The process has to be in-kind, and the Health Unit could accept securities, but an investment dealer/account would be required for very infrequent use as the Health Unit is not involved in fundraising.

E. Williams noted that since her employment at the Health Unit, there has been one (1) financial donation, which was to the Home Visiting program. E. Williams concluded that with the information from Committee Member Steele, that administratively it would be supportive to leave the policy as is. Staff will bring further information to an upcoming Board or Committee meeting.

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. 03-24GC re: “October 2024 Governance Policy Review” for information;
2) Defer the review of G-210 Investing and G-320 Donations to a later date; and
3) Approve the governance policies as amended in Appendix B.
Carried

Other Business

The next meeting of the Governance Committee is to be determined.

Adjournment 

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

Selomon Menghsha
Acting Committee Chair

Emily Williams
Secretary