The Health Professions Act, Regulations, Bylaws and Policies provide a clear framework and definition for the College’s governance and Council structure and system. This Governance Protocol goes beyond these documents, while remaining faithful and consistent to them, to deal with aspects of preferred governance practice: internal Council practices, interfaces between the Council and management and between the Council and stakeholders, regulated members and the public. These protocols are intended to be refreshed and revised on an annual basis based on the Council’s consensus.
The purpose of this protocol is to facilitate effective Council functioning, and open communication among the College, its Council, stakeholders, regulated members and the public.
The College Council aspires to:
- Be a “governing-type” Council, not a hands-on operating or intervening type Council
- Engage actively at a strategic level rather than an operational, tactical detail level
- Agree on a “no surprises” protocol with management (in both directions)
- Make decisions by consensus wherever possible
- Be transparent in its governance: to the extent practical, feasible and legal, The College stakeholders, regulated members and the public should be able to see how the College is governed, to be able to make informed decisions about engaging with the the College.
- The College Council meetings are generally held in public. There is an expectation that the discussions and decisions held in camera are maintained in confidence.
- Transparency is limited and confidentiality expected, under statute law which prohibits the sharing of private information about staff, clients or others, and also requires Council members to act in the best interests of the the College at all times.
- In order to balance these principles, this protocol is intended to provide a clear, consistent protocol for Council members to prevent any damage to stakeholders’ confidence and uninformed information being released to the public, and to provide the Council with a system to ensure that the College speaks publicly with one voice.
Council Meetings, Decision-making and Functioning
- As much as is practically possible, the Council seeks to make all its decisions by consensus. Consensus means that all Council members have agreed to give the course of action an opportunity to proceed. This means that the Chair will encourage all dissenting views to be fully expressed and weighed by the Council. The Chair will seek to build unanimity around a decision before calling for a vote. However, if, in the Chair’s view, unanimity or consensus is not reasonably achievable, then the Chair may call for a vote and a majority decision will then stand.
- While the College Council meetings are governed by Roberts Rules of Order, it is accepted practice that dialogue and divergent views on agenda items are permitted and encouraged in full before a resolution is actually moved and seconded, in order to promote constructive dialogue, integrate meaningful dissent, and have open deliberations.
- All Council members, regardless of how long they have served, are strongly encouraged to speak up at the meetings, being direct and open, and not being afraid of being “wrong” or uninformed. Fresh questions often promote innovative thinking and useful challenges or checks. Council members are urged to speak up at meetings if they don’t feel that they have the full information, or if they feel that the Council is not spending enough time to discuss options and next steps. Council members should take the time to deal with substantive matters by flagging these with the Chair. Council members with new agenda items or topics should propose these to the Chair at least two weeks before Council meetings to give the Chair and the College staff time to prepare.
- While the Code of Conduct covers conflicts of interest and/or loyalty, the Council seeks to deal with specific contentious situations proactively, openly and clearly, which is preferable than the Chair having to “make the call” on the spot during a meeting. Legal counsel or other expertise ought to be obtained early as needed. By being clear and proactive about potential conflict situations, the Council seeks to make sure everybody understands how these will be dealt with and why. The Council also seeks to make sure that there are no aspersions cast or implied on any individual Council members who might happen to be in a conflict situation. Conflict situations are inevitable in a sector such as this – as long as they are disclosed and dealt with fairly and openly, everyone is protected, and no one has done anything wrong nor should they feel—or be made to feel—that they have.
Strategic Engagement and Interfaces with Management
- The College Council is responsible for corporate governance, its responsibility to direct, monitor and evaluate the College itself, through strategy, policy and the CEO & Registrar.
- In the area of corporate governance, the Council seeks to be actively engaged in strategy, meaning active participation by the Council in assessing and approving strategic direction. The Council governs through the approval and monitoring of strategic direction and Council-level policies (these are high level governance policies, not the the College’s policies and procedures.)
- Transparency in corporate governance is balanced by privacy protection afforded under law and the fiduciary duty to protect the best interests of the College and the confidentiality of Council matters.
- While the Council will inevitably and necessarily seek and need information from management from time to time at an operational level, the Council endeavours to use this information in its governance roles – that is, to set the strategic direction and gain reasonable assurance that the College is indeed moving substantially in that direction.
- In terms of formal communications, the following principles apply:
- The Chair, CEO & Registrar and any senior staff member delegated by the CEO & Registrar are authorized to act as primary spokespeople for the College, according to the following criteria:
- Topic involves the College governance or Council: Chair is primary spokesperson.
- Topic does not involve the College governance or Council: CEO & Registrar is the primary spokesperson.
- Availability within the reporter’s deadlines: If the Chair cannot be reached, and the subject involves the College’s governance or Council, the CEO & Registrar would be the alternate spokesperson. The CEO & Registrar is a consistent visible face for the College. Since media prefer to speak with people they know, there is higher probability of being contacted if the CEO & Registrar is the most commonly used contact.
- If appropriate key messages have been developed and policy is not involved, a consistent response could be delivered by any of the identified spokespeople.
- A spokesperson can be selected in advance if the timing of an issue or media relations campaign is known and the availability of the Chair and/or CEO & Registrar has been predetermined.
- In the case of special events, Councillors or staff may be delegated specific media spokesperson duties by an appropriate primary spokesperson.
- As regards informal communications, individual Council members will inevitably and legitimately have informal communications with stakeholders and regulated members of the College. In all these instances, it is incumbent upon Council members to be explicitly clear that they are communicating in a personal capacity, not on behalf of the the College or the Council.
- Councillors engaging in social media are to meet the following criteria:
- Obtain permission from the CEO & Registrar before using the College’ name to set up social media (identities, login IDs, usernames).
- Do not share confidential information or information restricted by privacy legislation or professional ethical standards.
- Respect copyright laws including the College owned copyrights and brands.
- Protect the College stakeholders by not citing them or obviously referencing them without their approval.
- Use disclaimers to identify your role as a the College Councillor, but make it clear that you are not speaking officially on behalf of the the College
Attendance at Events
- The College may host events including those of a social, representational and commercial nature which Council members are invited to attend. As with all communications with stakeholders, Council members are expected to exercise vigilance and tact, referring any sensitive matters to the designated College spokesperson(s).
- There may be instances when Council members are requested to participate in various other events by virtue of their association with the College, for example a speaking engagement to a professional College. In these instances:
- The Council member should advise the Chair, Corporate Secretary and/or CEO & Registrar of the request;
- The request will be considered and vetted by the Chair and/or CEO & Registrar;
- The Council member may be provided with generic speaking notes for the occasion;
- The Council member will make it clear that he/she is not speaking on behalf of the College, rather in a personal capacity; and,
- The Council member will provide the Chair, Corporate Secretary and/or CEO & Registrar with a verbal debrief of the event.
- Council members will refer any requests for media interviews to the CEO & Registrar or designated media spokesperson. In referring a media enquiry, Council members should be mindful that:
- Media requests for information usually require a speedy response and should be handled on a priority basis;
- By referring the call to the CEO & Registrar or designated spokesperson, Council members provide a signal as to the limit of their authority; and,
- Be careful not to talk “off the record”.
Requests from the Public
- Occasions may arise from time to time whereby a Council member is approached, either in writing or otherwise, by an individual or the College requesting the assistance of a Council member in resolving an issue with the College. Under these circumstances the request should be directed to the Corporate Secretary who will route the enquiry or request for appropriate action within the College.
Annually by the Council; generally at the annual organizing meeting of the Council, when new officer and committee assignments are made.