EPAC Board Orientation July 20, 2011

1. EPAC Board OrientationJuly 20, 2011 • Introductions and Information Sharing • EPAC History and Status • Governance Framework • Roles and Responsibilities • Board Operations • Conflict of Interest • Director Education • Action Planning EPAC Board Orientation July 2011

2. What we bring to boards EXPERIENCE + KNOWLEDGE + REFLECTION - EGO = WISDOM Bring your wisdom to this and all other board discussions EPAC Board Orientation July 2011 2

3. Sharing • Why did EPAC matter to you enough to volunteer for the Board? • What do you see as the highest potential for your Board service to EPAC? • How many other boards have you sat on and in what capacity? • Name one thing about you that has nothing to do with EPAC or work EPAC Board Orientation July 2011 3

4. EPAC History • Formed in 1995 (incorporated 1996) in a Toronto bar after an EthicsCentre CA event - it was building corporate awareness of ethics but not helping organizations act on that awareness • Perceived as a service first to organizations that wanted to be more ethical, and only second to members • From the start, wanted to “raise the bar” EPAC Board Orientation July 2011 4

5. EPAC Past • Initial efforts focussed on the Ethical Standards for practitioners and the Competency Profile • National and regional education events • Regional chapter system - pre-dated by Ottawa Round Table so a continued success only in Quebec • chapters existed in Halifax, Toronto (2 types), Calgary/Edmonton, North Bay/Sudbury EPAC Board Orientation July 2011 5

6. EPAC Status • Federally incorporated not-for-profit (will be affected by the new federal act and have to write new bylaws) • Has not sought charity status - yet? • Member of Volunteer Canada to get directors and officers insurance • Funded solely through dues and “pay to play” fees (non-dues revenue) EPAC Board Orientation July 2011 6

7. Questions on Status? • More info on past at http://www.epac-apec.ca/magazine/2010-no-1-english-canadian-leadership-ethics-practice-moving-forward • Chair’s report May 2011 on plan status doesn’t seem to be on the website any more EPAC Board Orientation July 2011 7

8. What is Governance? The provision of guidance and direction to an organization, to achieve its purpose, reflect its key values, be accountable and fulfill its responsibilities to stakeholders. Governance is a process not a structure. The Board is a key structure within the governance process EPAC Board Orientation July 2011 8

9. Governance Criteria EPAC envisions a world where people and organizations behave ethically and responsibly EPAC will uphold the following values in society and in its own operations, and encourage all individuals connected with EPAC to do the same: • Have the courage to act with integrity and stand up for the public good • Take responsibility to lead and act ethically and help others to do so as well • Respond willingly to positive change, and champion the growth of knowledge and wisdom • Respect people in all their diversity and encourage living in harmony • Be guardians of democracy and civil society • Act with transparency except when privacy or confidentiality are the more ethical choices EPAC Board Orientation July 2011 9

10. EPACGovernance Framework • Bylaws and letters patent • Members (voting) • Board of size 3 - 12 • Volunteer officers • Board committees • Non-board volunteers • Limited fee-for-service support EPAC Board Orientation July 2011 10

11. Board Composition • EPAC membership was intended to include ethics officers, consultants, academics & students across Canada • Board to reflect same diversity - that’s been a challenge since membership is clustered Comments on Framework and Composition? EPAC Board Orientation July 2011 11

12. NonprofitGovernance Models • No current model has wide support • “One size fits all” solutions are not acceptable • Choices must reflect the culture, history, people and life cycle stage • Legal restrictions but limited liability EPAC Board Orientation July 2011

13. Nonprofit BoardResponsibilities • Build and Engage Community • Set Direction • Ensure Resources • Provide Oversight EPAC Board Orientation July 2011

14. Build and Engage Community • Benefit the community (is that Canada?) • Generate creative ways to improve results • Collaborate for maximum community impact • Engage stakeholders in decision-making • Keep current on the community and sector • Promote EPAC in the community • Share knowledge to create better public policies & legislation (but advocacy is usually avoided in EPAC) EPAC Board Orientation July 2011

15. Set Direction • Develop and maintain focus on Vision and Mission • Articulate, safeguard, model and promote organizational values • Establish and oversee implementation of strategic directions • Delegate authority for organizational management/operations (difficult in EPAC but it does happen) EPAC Board Orientation July 2011

16. Ensure Resources • Identify the human, financial & other resources needed for mission achievement • Establish policies for how resources will be acquired • Ensure necessary resources are made available to achieve planned results • Safeguard assets & manage risks EPAC Board Orientation July 2011

17. Provide Oversight(How Will We Know It Happened?) • Monitor organizational health and strategic plan progress, and evaluate outcomes • Monitor if Board direction has been followed • Ensure compliance • Hire, set objectives with and evaluate the senior staff person, and plan for succession (not applicable to EPAC) • Oversee the effective functioning of directors and the Board, and plan for succession EPAC Board Orientation July 2011

18. Legal Duties of Directors • Duty of Care - make prudent decisions • Skill and Competence • Diligence - information, attendance • Duty of Loyalty - make them in the best interests of the organization (NOT the best interests of those you “represent”) • Duty of Obedience to laws and rules EPAC Board Orientation July 2011

19. How to Carry out Roles/Make Decisions • Alignment with Mission and Strategic Plan (or amend Plan) • Values-Based Decisions • Intentional Board Practices • Respectful Group Dynamics EPAC Board Orientation July 2011 19

20. Board Operations • Advance agendas and advance decision support information • Discussion before motions (no Robert’s Rules!) • Informal discussions, formal minutes • Most decisions are by consensus but consensus is not required • Assigned actions EPAC Board Orientation July 2011 20

21. What Practices Supportthe Work of a Board? • Information flow • Opportunities for discussions • Quality Board recruitment • Continuous learning • Officers and committees • Accountability for delegated authority EPAC Board Orientation July 2011 21

22. Board Information • Boards cannot claim ignorance - it is up to boards to identify: • What they need to know for decision-making and monitoring • What strategic information they want • When and how to receive • Who should analyze/develop options/recommend (e.g., which committee) EPAC Board Orientation July 2011

23. Decisions at EPAC • How well supported do you feel so far? • If not fully, what’s missing? • How good are the decisions so far? • If not consistently high, why? • What changes would help? EPAC Board Orientation July 2011 23

24. Board Meetings • Focus on informed group decisions • No time spent conveying information that could have been sent in writing • Treat time as very valuable, and expect full attendance • Discuss only board-level items • Respectful but participatory and challenging EPAC Board Orientation July 2011 24

25. Board Meetings Cont’d. • Every agenda should be unique • Rules used only occasionally when an item is contentious • Put decisions up-front - people are fresh, have quorum How are we doing so far? EPAC Board Orientation July 2011 25

26. Board Minutes • A critical historical record AND a potential good communications vehicle to prove transparency. Write for release after approval even if not normally made public • A record of decisions and significant discussion points, not ‘who said what’ & no personal privacy info • EPAC has little need for private In Camera sessions but could use, e.g., to discuss Pat’s services EPAC Board Orientation July 2011 26

27. Committee Structure • Approved but only partly active • Will need revision after planning retreat - e.g., no committee yet on developing tools or resources Questions/comments so far on the committee use? EPAC Board Orientation July 2011 27

28. Conflict of Interest A situation in which a person has a private and personal interest sufficient to appear to influence the objective exercise of his or her official duties Is anyone aware of current COI issues at EPAC? • How well is it working? EPAC Board Orientation July 2011 28

29. Managing Conflict • Avoid ongoing conflicts • Manage occasional ones with: • strong process including declaration, avoiding influence, absence • extra care in decision-making and documentation • careful recruitment • forcing the issue when necessary EPAC Board Orientation July 2011 29

30. Director Education • Should happen at every meeting - learn something about the ethics sector, governance, related area • Can arrange other education like this session • No funds to send directors on professional development EPAC Board Orientation July 2011

31. Education Needs • Reading financial statements already raised • How should we address this? What else? And how would you like it delivered? EPAC Board Orientation July 2011 31

32. Board Action Planning • Overall, what needs to change? • What are the top priorities for change? • Who will lead the changes? • When will progress be evaluated? EPAC Board Orientation July 2011 32

33. What Will a Successful EPAC Board look like? • Success Measures • Outstanding Questions/Issues? • Learnings from today? EPAC Board Orientation July 2011