The Board Governance Policy of E3 sets out a basic accountability philosophy and governing framework within which all Board and administrative activity must fall.
Essentially, the Board is responsible to its stakeholders. In this case, the term stakeholder includes: persons served and their caregivers who are supported by the programs offered; the Provincial and County governments; and other community service partners. The Board has a kind of “moral ownership” from which accountability stems. The Board assumes a kind of “trusteeship” for the stakeholders. In order to do this the Board must understand the needs of its stakeholders.
The Board exercises its responsibilities by representing the needs and requirements of the “stakeholders” and being accountable to them. This is done generally by delegating responsibility to the CEO and by setting explicit governing policies to guide the implementation of administrative policies and organizational goals. The “Board Governance Policy” basically outlines the following operational components:
- E3 Governing Philosophy;
- Statement on Fiduciary Responsibilities;
- Board Job Description; and
- Guidelines for Board Process.
Board Objectives Policy
Agency Objectives, Goals and Actions
All agency objectives must reasonably reflect the agency’s Vision and Mission as outlined on the Vision-Mission statement below. The agency objectives set out in the Vision-Mission statements are derived from input from consumers of service and other stakeholders through surveys, meetings, government funding directives and other feedback. The agency objectives must also be consistent with the “Objectives of Association” as stipulated in the agency Charter or Constitution.
The Objectives Policy and Governance Policy of the Board provide a framework to refine and flesh out short and long term goals for the agency; and within these same policies it sets out process for Board and Management regarding implementation. These policies set direction and provide guidance to successive Boards to enhance sound agency practices and the agency Mission generally.
The Board Governance Policy includes a Board Job Description that details major responsibilities and objectives for the Board. These objectives in part are derived from the Board’s mandate to represent all stakeholders and in part from conventional wisdom around best practices in good governance.
Agency goals and objectives are further developed in more detail through the use of numerous accountability tools that help to monitor agency activities but also provide vital feedback from stakeholders. Objectives or recommendations for change that flow from these feedback tools, become part of the Board Accountability Checklist, which is simply a way to provide a consolidated view of agency objectives. It gives the Board and Management an effective way to collect, monitor, evaluate, recommend and implement major objectives of the agency. Reports are reviewed routinely at Board and Management meetings.
This accountability framework establishes a process to guide the integrity and implementation effectiveness of Board and Management actions. It effectively ties together the members and consumers needs as expressed in the agency Vision and Mission with front line operational actions.
The Board takes responsibility for communicating the plans and goals of the agency to the membership. This is accomplished by making major documents like Strategic Plans and Annual Reports, directly and indirectly available to stakeholders through the agency web site as well as agency newsletters, consumer surveys, and parent meetings.
Board – CEO Relationship Policy
Unity of Control
Only decisions of the Board acting as a body are binding on the CEO.
Decisions or instructions of individual Board members, officers, or committees are not binding on the CEO except in rare instances when the Board has specifically authorized such exercise of authority.
In the case of Board members or committees requesting information or assistance without Board authorization, the CEO may use discretion as to whether or not the request is reasonable and achievable within the bounds of resources and time.
Accountability of the CEO
The CEO is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the CEO.
• The Board will never give instructions to persons who report directly to the CEO.
• The Board will refrain from evaluating, either formally or informally, any staff other than the CEO.
• The Board will view CEO performance as identical to organizational performance, so that organizational accomplishment of Board-stated outcomes and not exceeding CEO Limitations will be viewed as successful CEO performance.
Delegation to the CEO
The Board will instruct the CEO through written policies that prescribe the organizational Outcomes to be achieved and that describe organizational situations and actions to be avoided, allowing the CEO to use any reasonable interpretation of these policies.
Executive Limitations Policy
Delegation to the Chief Executive Officer
To facilitate optimum effectiveness, the Board of Directors of E3 Community Services recognizes the Board’s responsibility as being generally confined to establishing topmost policies, leaving implementation and subsidiary policy development to the Chief Executive Officer. “Executive Limitations” policies constrain the Chief Executive officer to act within acceptable boundaries of prudence and ethics. All Board authority delegated to staff, is delegated through the Chief Executive Officer, so that all authority and accountability of staff can be phrased – insofar as the Board is concerned – as authority and accountability of the Chief Executive Officer.
- The Chief Executive Officer is authorized to establish all further policies, make all decisions, take all actions and develop all activities which are true to the Board’s policies. The Board may, by extending its policies “undelegate” areas of the Chief Executive Officer’s authority, but will respect the CEO’s choices so long as the delegation continues. This does not prevent the Board from obtaining information about activities in the delegated areas.
- Only the Board, by majority vote, has authority over the Chief Executive Officer.
- The Chief Executive Officer may not perform, allow or cause to be performed, any act which is unlawful, insufficient to meet commonly accepted business and professional ethics or the “prudent person” test, in violation of funding source requirements or regulatory bodies or contrary to explicit Board constraints.
- Should the Chief Executive Officer deem it necessary to violate a Board policy, he or she shall first seek Board approval, provided circumstances and timing permit. In the event of emergency, the CEO shall inform the Board promptly of the Board policy violation and request approval after the fact.