Governance Guidelines and Board Mandate
1. Statement of Purpose
The board of directors (the “Board”) of the Lewis Vision Improvement Foundation (the “LVIF”) has adopted the following guidelines to create a framework that seeks to ensure the effective governance of the LVIF. The Board intends this framework to be flexible and, subject to any applicable law, the Board may modify this framework based on its experience under it.
The Board is responsible for the stewardship of the LVIF and for supervising the management of the business and affairs of the LVIF. Accordingly, the Board acts as the ultimate decision-making body of the LVIF, except with respect to those matters that must be approved by members. The Board has the power to delegate its authority and duties to committees of the Board (each a “Committee”) or individual members and to senior management as it determines appropriate, subject to any applicable law. At all times, the Board will retain its oversight function and ultimate responsibility for matters that the Board may delegate to Committees, unless specified in the mandate of a given Committee from time to time or as otherwise specifically delegated by the Board to a Committee. The Board explicitly delegates to senior management responsibility for the day to day operations of the LVIF, including all matters not specifically assigned to the Board or to any Committee. Where the Chair of the Board, a Committee or senior management is responsible for making recommendations to the Board, the Board will carefully consider those recommendations.
The mandate, functions and responsibilities of the Board and its Committees are subject to the provisions of the LVIF’s by-laws, the Canada Not-for-profit Corporations Act and its regulations, and other applicable legislation.
Outside of Board meetings, the Board also performs a value-added role for the LVIF by applying passion, commitment and innovation to the vision, purpose and goals of the LVIF. To this end, the Board will establish goals and undertake the activities to support the LVIF in finding prospective donors to support the LVIF programs.
2. Board Mandate
The fundamental duty of the Board is set out in the Canada Not-for-profit Corporations Act: “the directors shall manage or supervise the management of the activities and affairs of a corporation.” The directors will perform their duties honestly and in good faith with a view to the best interests of the LVIF while exercising at least the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and will consider the interests of all members, employees and other stakeholders of the LVIF. In fulfilling their roles, directors and senior management will apply the principles specified in the Vision, Purpose and Goals statement of the LVIF as set out in Appendix A.
In fulfilling its duties, the Board is, among other things, responsible for the following:
- appointing, evaluating and remunerating the President;
- on an ongoing basis, satisfying itself that the business of the LVIF is conducted ethically and with integrity and that the President fosters a culture of integrity throughout the LVIF;
- reviewing and approving from time to time the LVIF’s Vision, Purpose and Goals;
- providing input to, reviewing and approving the LVIF’s strategic direction and goals;
- understanding and overseeing the management of the principal risks to the LVIF’s business, including reviewing with the President and senior management their assessment of the principal risks to the LVIF’s business (or, in the case of financial risk, receiving reports on management’s review thereof) and ensuring that appropriate systems to manage these risks are implemented.
- reviewing and approving annual budgets and ensuring that LVIF is fiscally responsible;
- monitoring, on a regular basis, performance of the LVIF (including the President and other senior management) against goals and the annual budget;
- reviewing and approving annual audited financial statements;
- ensuring the board understands its role and avoids conflicts of interest;
- planning for the succession and diversity of the board;
Additionally, the Board will contribute to the vision, purpose and goals of the LVIF by:
- sharing ideas and listening to other points of view;
- setting priorities for individual director performance and being a catalyst for action in fulfilling the priority and purpose of the LIVF;
- offering a network of contacts that may directly affect the success of the LVIF; and
- offering advice that may benefit LVIF in the future including providing resources
3. Qualification of Directors
The LVIF seeks as directors committed individuals who have the highest ethical standards, sound practical judgment and an interest in the long term best interests of the LVIF and its members and other stakeholders. With this goal in mind, each year the Board will determine: (i) what competencies and skills the Board as a whole should possess (taking into account the particular goals of the LVIF); and (ii) whether the competencies and skills that the existing directors possess meet the requirements of LVIF. The Board will make those determinations in sufficient time for the Chair of the Board, to reflect them in the Chair of Board’s recommendations for nominees to the Board.
4. Independence of Directors
The Board believes that, other than the President and Chair, each of its directors should be independent unless the Board otherwise determines that the inclusion of a non-independent director on the Board is appropriate. On an annual basis, the Board will determine which of its directors is independent, that is, whether a director has a direct or indirect material relationship with the LVIF. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. By definition, this includes officers and employees of the LVIF. Directors have an on-going obligation to inform the Board of any material changes in their circumstances or relationships that may affect the Board’s determination as to their independence and, depending on the nature of the change, a director may be asked to resign as a result.
5. Board Size
The Board will periodically review whether its current size is appropriate. The size of the Board will, in any case, be within the minimum and maximum number provided in the articles of the LVIF which is not less than three (3) or more than ten (10).
6. Term Limit for Directors of the Board
All directors are elected at the annual general meeting of members of the LVIF for a term of one year. Directors (other than the President) are subject to the following term limits:
- a director shall be eligible for re-election provided that an individual may not serve as a director for more than ten years in the aggregate;
- any director may serve as Chair.
The Board may, from time to time, establish and maintain additional or different committees as it deems necessary or appropriate and the charters of each of which will be established by the Board.
Committees of the LVIF are established to facilitate the work of the Board. Committees are accountable to the Board, which at all times retains responsibility for the activities and decisions of Committees. Each Committee has its particular oversight responsibilities in relation to the LVIF but all have common rules of governance and composition, and common operating principles and procedures.
8. Access to Information and Advisors
In carrying out its duties, the Board and each of its Committees will have full access to all of the books, records, facilities and personnel of the LVIF that are relevant in respect of the duties of the Board or of a particular Committee.
In carrying out its duties, the Board and each Committee (in respect of that Committee’s duties) may, from time to time, with the consent of the Chair of the Board, retain an outside advisor at the LVIF’s expense and determine the advisor’s fees and other retention terms. Those advisors may include counsel, auditors, and other professionals, as appropriate.
9. Board Meetings
The Chair of the Board, or a designate of the Chair, is responsible, in consultation with the President, for establishing the agenda for each Board meeting. Each director may suggest items for inclusion on the agenda and may raise at any Board meeting subjects that are not on the meeting agenda.
Frequency of Meetings
The Board will meet as often as the Board considers appropriate to fulfill its duties, but in any event at least once per quarter.
Responsibilities of Directors with Respect to Meetings
Directors are expected to regularly attend Board meetings and Committee meetings (as applicable) and to review in advance all materials for Board meetings and Committee meetings (as applicable).
Voting at Meetings
At meetings of the Board each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall have a second or casting vote.
The minutes of all Board meetings will be approved at the next meeting of the Board.
The LVIF’s corporate secretary (the “Secretary”) is responsible for ensuring that draft minutes are completed after each meeting. The Secretary will circulate the draft minutes to the directors with the agenda for the next Board meeting, at least 5-7 days prior to the next Board meeting date. These may be circulated earlier to assist communication between and among management and the Board.
Attendance at Meetings
The Board (or any Committee) may invite, at its discretion, non-directors to attend a meeting. Although directors are encouraged to attend all meetings in person, pursuant to the LVIF’s by-laws, a director may participate in a meeting of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
10. Orientation and Continuing Education of Directors
Each new director will receive a comprehensive orientation from the Chair and the President, or designates, including an overview of the role of the Board, the Committees and each individual director, the nature and operation of the LVIF’s business and the contribution and time commitment the new director is expected to make. The orientation will include access to senior management of the LVIF and the facilities of the LVIF. The Board will consider from time to time appropriate continuing education for the directors, which may include presentations from management, site visits (including at the LVIF programs) and presentations from industry experts. Each director is also expected to maintain the necessary level of expertise to perform his or her responsibilities as a director.
11. Role of the Chair
The principal role of the Chair of the Board is to provide leadership to the Board. The Chair is appointed by the incoming Board in the directors’ meeting immediately following an annual general meeting. The Chair is accountable to the Board, acts as a direct liaison between the Board and the management of the LVIF, and acts as a spokesperson for Board decisions where appropriate.
The Board supports the concept of separation of the role of the Chair from that of the President, confirming that the Chair should be independent from management and free from any interest and any business or other relationship which could interfere with, or reasonably be perceived to interfere with, the Chair’s independent judgment.
More specifically the duties and responsibilities of the Chair are as follows:
- to provide leadership to the Board in following the strategic goals of the LVIF;
- to act as Chair at meetings of the Board;
- to chair the annual general meeting and other meetings of members;
- to act as a liaison between management and the Board;
- to provide advice and counsel to the President;
- to oversee that the LVIF directors are properly informed and that sufficient and timely advance distribution of all information and materials is provided to enable the directors to form appropriate judgments and make all necessary decisions;
- to see that issues arising out of Board in camera deliberations are adequately communicated to and addressed by management and that the resulting outcomes are communicated to the Board;
- to coordinate the activities of the Board with Committee chairs;
- with the President, develop and approve the Board agenda;
- with the President, to oversee a program of comprehensive director orientation for new directors;
- to attend any meeting of any Committee that the Chair considers appropriate;
- to make recommendations to the Board of individuals to be nominated to the Board and to make recommendations to the Board of individuals to be appointed to Board committees.
- with the President, to recommend to the Board the date, time and location of the annual general meeting;
- to advise the Board of member concerns as appropriate; and
- to annually conduct a Board evaluation based on a process approved by the Board
12. Role of the President
The President is responsible for preparing for the Board’s review, implementing and executing the strategic plans and goals and annual budget and related objectives approved by the Board. The President will have the authority to manage and supervise the day to day business of the LVIF, including making any decisions not specifically assigned to the Board or to any Committee of the Board, subject to any applicable law.
The President shall, subject to the authority of the Board, be responsible for the direct management of the business and affairs of the LVIF and shall direct and supervise the other officers and employees of the LVIF. The President shall see that all orders and resolutions of the Board are carried into effect and the President shall have such other responsibilities and perform such other duties as are delegated or assigned by the Board..
The responsibilities of the President include:
- managing the business and affairs of the LVIF within the guidelines established by the Board and reporting to the Board, its Committees and members as appropriate;
- recommending to the Board the goals for the LVIF’s business, and when approved by the Board, implementing the corresponding strategic plan;
- communicating in a timely fashion with the Board, its Committees and members, as appropriate, on material matters affecting the LVIF;
- overseeing the integrity of the LVIF’s accounting, internal controls and preparation of financial reports;
- with the Chair, ensuring that new directors receive a comprehensive director orientation;
- developing an annual budget for review and approval of the Board and implementing the annual budget;
- overseeing the quality, consistency and delivery of LVIF programs;
- serving as the LVIF’s principal spokesperson and principal manager of relationships with LVIF’s stakeholders; and
- such other duties as the Board may delegate from time to time.
13. Communications with Members and Others
Members and other interested parties may contact the Board with any questions or concerns, including complaints with respect to accounting, internal accounting controls, or auditing matters, by contacting the President of the LVIF at:
Lewis Vision Improvement Foundation
102-346 Moodie Drive
Nepean, ON K2H 8G3
All correspondence received will be promptly acknowledged and reviewed by the President, who will determine whether the correspondence should be forwarded immediately to the Board or any member of the Board or whether the correspondence should be presented to the Board at its next regular meeting. The President will consult with the Chair if there is a question concerning the need for immediate review by the Board or by any member of the Board.
14. LVIF Policies
The Board may implement policies from time to time as deemed appropriate. Such policies may be supplemented and revised from time to time and new policies implemented by resolution of the Board or the appropriate Committee. The full text of such policies are maintained by the Secretary.
15. Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics. The Board expects all directors, officers, employees and volunteers of the LVIF to conduct themselves in accordance with the highest ethical standards, and to adhere to the Code of Business Conduct and Ethics.
The LVIF will pay all of the expenses reasonably incurred by the Board and its Committees in the course of carrying out their duties. The LVIF places importance on ensuring that those traveling in relation to LVIF business exercise due care and prudence in incurring expenses.
17. Public Disclosure of Governance Documentation
The LVIF will disclose on its website the current version of these guidelines, the Code of Business Conduct and Ethics and other policies implemented from time to time and the charters for each of its Committees.