GP05 - Council Charter

Policy Number:	GP 5	Effective Date:	September 1, 2021
Last Review Date:	September 2021	Next Review Date:	September 2022
Review Frequency:	Annually	Related Supporting Documents:

Mandate (Purpose)

The Council of the College is its governing body, responsible for effectively regulating the nursing profession and protecting the public interest through its commitment to reform governance. Council has a fiduciary duty to discharge its responsibilities for the benefit, and in the interests of CARNA, within, and in accordance with the Health Professions Act.

Authority

The Council of the College will exercise all the powers and duties granted to a governing Council under the Health Professionals Act.

Composition

Council is composed of 8 regulated members and 8 public representatives appointed by the Lieutenant Governor in Council.

The CEO & Registrar is a non‐voting member of Council.

Term of Office

The term of office of all regulated members of Council is three years, staggered, with approximately one‐third of these elected each year, renewable once, i.e. with a limit of two consecutive three-year terms of service.

Quorum

A quorum at Council decisions is a majority (more than half) of the members of Council.

Principles

The Council is individually and collectively committed to regulating in the public interest in accordance with the following principles:

ACCOUNTABILITY

We make decisions in the public interest.
We are responsible for our actions and processes.
We meet our legal and fiduciary duties as governors.

ADAPTABILITY

We anticipate and respond to changing expectations and emerging trends.
We address emerging risks and opportunities.
We anticipate and embrace opportunities for regulatory and governance innovation.

COMPETENCE

We make evidence-informed decisions.
We seek external expertise where needed.
We evaluate our individual and collective knowledge and skills in order to continuously improve our governance performance.

DIVERSITY

Our decisions reflect diverse knowledge, perspectives, experiences and needs.
We seek varied stakeholder input to inform our decisions.

INDEPENDENCE

Our decisions address public interest as our paramount responsibility.
Our decisions are free of bias and special interest perspectives.

INTEGRITY

We participate openly and honestly in decision making through respectful dialogue.
We foster a culture in which our words align with our deeds.
We build trust by acting ethically and following our governance principles.

TRANSPARENCY

Our processes, decisions and the rationale for our decisions are accessible to the public.
We communicate in a way that allows the public to evaluate the effectiveness of our governance.

Duties and Responsibilities

To distinguish Council’s own unique work from the work of its CEO & Registrar, Council will concentrate its efforts on the following:

Responsible for the effective and strategic governance of the College with a focus on strategy and risk oversight

Approve strategic directions, performance outcomes, risk tolerances, governance policies and budget, then gain reasonable confidence that the College is achieving these (monitor and evaluate actual performance in each area)
Oversee risk and ensure critical risks are reported, monitored and appropriate controls or treatment strategies are put in place by management under its risk management program
Appoint the CEO & Registrar
Review the CEO & Registrar’s performance at least annually
Oversee the College’s performance to ensure intended results align with strategic goals
Delegate to Management the authority (approval and reporting authority levels: see Appendix) to manage the College’s day-to-day business, while reserving the ability to review Management decisions
Oversee the College’s financial reporting and disclosure through the approval of the audited financial statements
Appoint Governance and Regulatory Committee Chairs and members
Approve changes in the Bylaws of the College
Gain reasonable assurance regarding the integrity of the College's internal control and management information systems
Take action when performance falls short of its goals or when other special circumstances warrant it
Develop the College’s approach to corporate governance, including developing a set of corporate governance principles and policies that are specifically applicable to the College
Gain reasonable assurance that the College operates at all times within applicable laws and regulations, and to high ethical and moral standards.
Incorporate public perspectives in decision-making
Ensure that the required regulatory and legislative responsibilities named in the Health Professions Act and other relevant legislation, Acts, Regulations and agreements are met

Governance of Council

Council will:

Establish a schedule of meetings
Meet at least 3 times per year and at other times as requested by the Chair
Have the Chair set an agenda in consultation with individual Council members (who may propose new agenda items for consideration), and the CEO & Registrar
Communicate with management regarding Council’s information needs and the timing of reports
Ensure that meeting materials are distributed in a timely manner
Appoint the Chair from among the members of Council as outlined in GP 19 Council Chair Charter
In the absence of the Chair, the Chair of the Leadership Review and Governance Committee will be designated as acting Chair of Council
Maintain rules of order
Seek consensus
Prepare and circulate minutes in a timely fashion
Speak with one voice
Receive education and training in order to fulfill its mandate
Seek outside expert advice as needed
Evaluate the performance of Council, the Chair, individual members, Regulatory or Governance Committee Chairs and members
Review Policies and Charters on a regular basis

APPENDIX

Drawing the Line Between Council and Management:

The following examples are given to illustrate the line between Council and Management. Of course, no list of this sort can be comprehensive, and the line may shift from time to time, but this should assist the Council and Management in differentiating their responsibilities and clarifying accountabilities. The format follows the core responsibilities of the College’s preferred governance model (“reform” governance, a governing type council.)

Leadership:

Function	Council Responsibility	Management Responsibility
Strategic Planning	Oversee the development of mission, vision, values, and strategic goals Review and approve any multi-year, capital or operational plans and budgets, or material deviations from them, ensuring consistency with vision and mission Monitor the performance of strategic planning to ensure investments are achieving intended measurable results	Develop Values, Vision and Mission, in conjunction with Council Develop strategic goals in consultation with Council Implement Strategic Plan, within Council-approved parameters and Budget Develop an annual Contribution Agreement outlining projects and initiatives aligned with strategic goals Develop and implement annual operational plans
Policy Development	Approve and gain reasonable assurance as to the implementation of high level regulatory and governance-related Policies delineating parameters within which Management will operate	Develop and recommend high level regulatory and governance-related Policies within which Management will operate Operate within approved policies or seek exceptions to policy where required
Council Committees	Develop effective Council governance processes and procedures, including establishing Council committees and ensuring the committees are effectively composed and functioning. Approve items submitted to the Council by committees as outlined in the committee charters	Support and inform the work of the committees

Stewardship:

Function	Council Responsibility	Management Responsibility
Risk Management	Oversee and understand critical risks facing the College Develop risk tolerances, in conjunction with Committees and Managemen Monitor risk management, focusing on results and performance benchmarked against approved tolerances	Identify risks to the College under the College’s Risk Management Program Develop risk tolerances, in conjunction with Council Assess and manage risks facing the College under its Risk Management Program Report to Council (and/or Council Committees) on management of risks, using approved tolerances as benchmarks
Succession	Gain reasonable assurance as to the effective renewal of the Council including reviewing the Council’s size, independence, skills, succession, functioning and development Recruit and monitor the CEO & Registrar Satisfy itself that a process is in place with respect to the appointment, development, evaluation and succession of senior Management	Recruit and monitor all other staff Develop and implement a process with respect to the appointment, development, evaluation and succession of senior Management
Compensation	Set reimbursement guidelines for Councillor and Committee member expenses Set compensation rates for College work for all Council, Governance Committee and Regulatory Committee members appointed by the College On the recommendation of the Leadership Review and Governance Committee, establish procedures for reviewing the performance, and the compensation, of the CEO/Registrar	Direct dealings with staff in all HR and compensation issue Set compensation levels for all other staff
Delegation of Authority	Make decisions about all aspects of employing the CEO & Registrar Delegate to the CEO & Registrar the authority (specific approval and reporting authority levels) to manage and supervise the business of the College, including making of all decisions regarding the College’s operations that are not specifically reserved for the Council Delegate to committees the activities and accountability for due diligence in regulatory and corporate governance	Supervise the business and affairs of the College Delegate approval and reporting authority levels throughout the College Obtain approval for any decision that will result in a “material” deviation from the Council approved strategic five-year strategy, approved operating budget or operating policies

Monitoring:

Function	Council Responsibility	Management Responsibility
Performance Management	Review and approve proposed corporate performance indicators Ensure the College is monitoring performance management and has benchmarked against targets and peers (where appropriate)	Identify key performance indicators based on planned results in key risk/goal areas Report to Council on performance indicators, using actual performance results benchmarked against targets and peers
Evaluation	Approve procedures (recommended by the Leadership Review and Governance Committee) to exercise oversight of the evaluation of the Council, Governance and Regulatory Committees and the CEO & Registrar Gain reasonable assurance regarding the completion of the performance evaluation of the CEO & Registrar, Council and Council committees	Evaluate the performance of all levels of employee below the CEO & Registrar

Reporting:

Function	Council Responsibility	Management Responsibility
Financial Oversight	On recommendation of the Finance and Audit Committee, approve the annual audited financial statements and accept as information the interim quarterly financial statements of the College On recommendation by the Finance and Audit Committee, agree to the threshold levels set by management in reporting of variances from budget, targets or benchmark On recommendation of the Finance and Audit Committee, agree to the effectiveness of financial internal controls and financial information received by Council	Prepare annual and interim quarterly financial statements of the College Select the accounting policies and practices of the College Select and gain reasonable assurance regarding the effectiveness of internal financial controls and information systems Attain and report on Council approved financial targets and budgeted projections, reflecting thresholds agreed to by Council regarding variances from budget, targets or benchmarks
Disclosure	Approve the College’s communication policy including the extent of disclosure	Develop and implement the College’s communications plan or policy and disclosures
Member and Stakeholder Communications	Satisfy itself that effective communication is in place between the Council and the College’s regulated members, other stakeholders, and the public Review criteria for the evaluation of members and other legitimate stakeholder expectations so that they remain relevant to changing circumstances	Proactively communicate with the regulated members, stakeholders and the public on behalf of the College