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.
The Council of the College will exercise all the powers and duties granted to a governing Council under the Health Professionals Act.
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.
A quorum at Council decisions is a majority (more than half) of the members of Council.
The Council is individually and collectively committed to regulating in the public interest in accordance with the following principles:
- We make decisions in the public interest.
- We are responsible for our actions and processes.
- We meet our legal and fiduciary duties as governors.
- 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.
- 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.
- Our decisions reflect diverse knowledge, perspectives, experiences and needs.
- We seek varied stakeholder input to inform our decisions.
- Our decisions address public interest as our paramount responsibility.
- Our decisions are free of bias and special interest perspectives.
- 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.
- 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
- 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