Board Governance Policies

Approved/revised: October 10, 1995

A.2.3 Board-President Relationship

  A.2.3.1 President's Role

With the exception of any roles which may be required by legislation, the President is accountable to the Board acting as a body. The Board will instruct the President through written policies, delegating implementation to the President. The President may make any reasonable interpretation of Board policy, consistent with the Board's Executive Limitations.

  A.2.3.2 Delegation to the President

All Board authority delegated to staff is delegated through the President, so that all authority and accountability of staff -- as far as the Board is concerned -- is considered to be the authority and accountability of the President.

    1. The Board through the establishment of Ends policies, will direct the President to achieve certain results, for certain recipients at a certain cost. The Board will limit the latitude the President may exercise in practices, methods, conduct and other "means" to the ends through establishment of Executive Limitations policies.

    2. As long as the President uses any reasonable interpretation of the Board's Ends and Executive Limitations policies, the President is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities.

    3. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and President domains. By so doing, the Board changes the latitude given to the President. But so long as any particular delegation is in place, the Board and its members will respect and support the President's choices. (This does not prevent the Board from obtaining information in the delegated areas, or from giving direction to the President in any area.)

    4. Only decisions of the Board acting as a body are binding upon the President.

      i) Decisions or instructions of individual Board members, officers, or committees are not binding on the President except in rare instances when the Board has specifically authorized such exercise of authority.

      ii) In the case of Board members or committees requesting information or assistance without Board authorizations, the President can refer to the Board such requests that require, in the President's judgement, an unreasonable amount of staff time, or funds or are disruptive.

  A.2.3.3 President's Job Description

As the Board's link to the operation of NVIT, the President's performance will be considered to be synonymous with organizational performance as a whole.

Consequently, the President's job contributions can be stated as performance in three areas:

    1. Accomplishing through the organization, Ends Policies.

    2. Operating within the boundaries of prudence and ethics established in Board policies on Executive Limitations.

    3. Carrying out other responsibilities pursuant to relevant legislation.

  A.2.3.4 Monitoring Executive Performance

Monitoring executive performance is synonymous with monitoring organizational performance against Board policies on Ends and on Executive Limitations. Any evaluation of the President's performance, formal or informal, may be derived only from these monitoring data.

    1. The Board will establish a regular and formal process for monitoring the performance of the President.

    2. The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled. Information which does not do this will not be considered to be monitoring. Monitoring will be as automatic as possible, using a minimum of Board time so that meetings can be used to create the future rather than to review the past.

    3. A given policy may be monitored in one or more of three ways:

      i) Internal report - Periodic reports to the Board from the President.

      ii) External report - discovery of compliance information by an independent external auditor, assessor or team who are selected by and report directly to the Board. Such reports must assess executive performance only against policies of the Board.

      iii) Direct Board inspection - Discovery of compliance information by the Board as a whole or by one or more Board members acting under the Board's direction.

    4. Upon the choice of the Board, any policy can be monitored by any method at any time. For regular monitoring however, each Ends and Executive Limitations policy will be classified by the Board according to frequency and method.

    5. The Board will normally relate to employees through the President, and in a manner which reinforces the President's authority. In exceptional circumstances the Board may, at the discretion of the Chair, entertain an appeal by the staff concerning the President's decision or behaviour.