november 26, 2019 open session board of directors meeting · 2019-12-20 · board of directors...

Board of Directors Meeting

Open Session

November 26, 2019

Boardroom, Level 2 Administration

115 Delhi Street

Guelph, ON, N1E 4J4

Dinner available in the Boardroom starting at 5:30 p.m.

MISSION: To provide the highest quality care and experience for patientsand their families

a) Summary of Motions

1 min 3. Chair RemarksD. Mills

Information

a) Approval of Agenda - November 26, 2019

b) Approval of Minutes - October 29, 2019

5c. OPEN CEO Report - November 2019.docx

c) President and CEO Report

5a OPEN Agenda - November 26, 2019.doc

5b OPEN BOD Minutes - OCTOBER 2019DRAFT.doc

1 min 5. Approval of Agenda and Consent AgendaD. Mills

Decision

1 min 1. Welcome and Call to OrderD. Mills

Information

1 min 2. Declaration of Conflict of InterestD. Mills

Information

3a OPEN Motion Summary Sheet - November26, 2019.doc

45 min 4. Guelph Community Health Centre PresentationR. Devereaux

Information

OPEN Board of Directors Meeting OPEN Board of Directors Meeting - November 26, 2019- November 26, 2019

AGENDAAGENDA

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5d. OPEN COS Report - November 2019.doc

d) Chief of Staff Report

5e OPEN A&F Report - November 2019.doc

e) Administration and Facilities Report

5f. OPEN Audit Committee Report.doc

5f2. OPEN GGH - FY 2020 Draft Audit ServicePlan.pdf

5f3. OPEN 2-100 Auditor Independence (Policy)November 2019.doc

5f4. OPEN Audit Committee ToR Final.doc

5f5. OPEN 2019-20 Audit Committee Work Plan -FINAL.doc

5f6. OPEN Audit Committee ComprehensiveReview of the External Auditor Briefing Note -November 2019.docx

f) Audit Committee Report

5g OPEN Governance Report - November

g) Governance Committee Report

5c2 OPEN CEO Report Attachment.pdf

5d2. OPEN MAC Highlights - November2019.docx

5e2. OPEN 1-022 Investment Policy - November26, 2019.docx

5f7. OPEN Auditor Corehensive ReviewQuestions - November 2019.pdf

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1

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Page 3 of 87

2019.doc

5g2 11-150 Reporting of Improper-UnethicalBehaviours or Activities (Whistleblowing) (Policyand Process) November 2019.doc

1 min 6. Next Meeting - January 28, 2020D. Mills

Information

1 min Decision7. Meeting AdjournmentD. Mills

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BOARD OF DIRECTORS

November 26, 2019

SUMMARY OF RECOMMENDED MOTIONS

OPEN SESSION:

AGENDA AND CONSENT AGENDA

a) Approval of Agenda – November 26, 2019

b) Approval of Minutes – October 29, 2019



e) Administration & Facilities Committee Report

1-022 Investment Policy

It is recommended that the Board of Directors approve the amended

policy 1-022 Investment as presented.


GGH AUDIT SERVICE PLAN YEAR ENDING – MARCH 31, 2020

It is recommended that the Board of Directors receive the Deloitte Service Plan for Year Ending March 31, 2020 for information.

It is recommended that the Board of Directors receive the Deloitte Engagement letter for information.

2-100 Auditor Independence Policy

It is recommended that that Board of Directors approve policy 2-100

Auditor Independence Policy as presented.


11-150 Reporting of Improper-Unethical Behaviours or Activities (Whistleblowing)

Item 4a

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It is recommended that the Board of Directors approve 11-150 Reporting of Improper-Unethical Behaviours or Activities (Whistleblowing) Policy as presented.

It is recommended that the Board of Directors approve the Agenda and Consent Agenda as presented.

OPEN Session Adjournment

AGENDA Board of Directors

Tuesday November 26, 2019 OPEN MEETING

6:00 p.m. Boardroom, Level 2

AGENDA ITEM LEAD ACTION TIME

1. Welcome and Call to Order D. Mills 1 min

2. Declaration of Conflict of Interest D. Mills Information 1 min

3. Chair’s Remarks

a) Summary of Motions

D. Mills Information 1 min

4. Guelph Community Health Centre Presentation Raechelle Devereaux Executive Director

Information 45 min

5. Approval of Agenda and Consent Agenda:

a) Approval of Agenda – November 26, 2019

b) Approval of Minutes – October 29, 2019



e) Administration & Facilities Committee Report



D. Mills Decision 1 min

6. Next Meeting:

January 28, 2020

D. Mills Information

7. Meeting Adjournment D. Mills Decision

Item 5a

GUELPH GENERAL HOSPITAL - BOARD OF DIRECTORS COMMITTEE MEMBERSHIP 2019-2020

Administration & Facilities Committee David Kennedy - Chair Dr. Ian Philips* Fraser Edward David Forestell Dale Mills Melissa Skinner Marianne Walker Glenn Weppler – Community Member Mark Zonneveld – Community Member Rod Carroll – Resource Cheryl Cowden –Resource Gavin Webb – Resource

Audit Committee David Kennedy - Chair David Forestell Dale Mills Kathy Wilkie Brad Riley – Community Member Marianne Walker (non-voting) Cheryl Cowden-Resource Gavin Webb - Resource

Nominating Committee Dale Mills– Chair Brian Cowan Marianne Walker Kathy Wilkie

Governance Committee Ted Sehl – Chair Rena Hubers Dr. Ken McKenzie* Janet Kaufman Dale Mills Liz Sandals Marianne Walker

Quality Committee Matt Stanley- Chair Terry Campbell Dr. Joan Chan Brian Cowan Dr. Jennifer Caspers Dale Mills Sarah Sayyed Melissa Skinner Karen Suk-Patrick Marianne Walker Kathy Wilkie Lise Betteridge –Community Member Leslie Fleming –Community Member Julie Wilson - Resource

IT Advisory Committee Dale Mills – Chair Dr. Jennifer Caspers Fraser Edward Stephanie Pearsall (NWHC) Melissa Skinner Stephen Street – (NWHC Ex-Officio) Cam Yates (NWHC) Paul Smith – (NWHC) Community Member Gary Schumacher – (NWHC) Community Member Marianne Walker – Ex-Officio Gavin Webb Dale Maw – Resource

*MSA Members

BOARD OF DIRECTORS MEETING ATTENDANCE

2019-2020

Sept 24

Oct 29

Nov 26

Dec 9 Retreat

Jan 28

Feb 25

Mar 31

Apr 28

May 26

June 30

AGM

Dale Mills - Chair P P

Terry Campbell P P

Dr. Jennifer Caspers P P

Dr. Joan Chan P P

Brian Cowan P P

Fraser Edward P P

David Forestell P P

Rena Hubers P P

Melissa Skinner P P

Janet Kaufman P P

David Kennedy P R

Ian Philips – MSA President P P

Liz Sandals P P

Sara Sayyed P P

Edward Sehl P P

Matt Stanley P P

Marianne Walker P P

Kathy Wilkie – Vice Chair R P

GUESTS:

Dr. Ken Mackenzie – VP MSA P P

Suzanne Bone P P

Rod Carroll P P

Gavin Webb P P

Lindy Robinson - Recorder P P

MINUTES – OPEN MEETING - DRAFT

Board of Directors

Tuesday October 29, 2019

Boardroom, Level 2

Present: T. Sehl – Chair, T. Campbell, J. Caspers, J. Chan, B.Cowan, F. Edward, D. Forestell, R. Hubers, J. Kaufman, D. Mills, I. Philips, L. Sandals, S. Sayyed, M. Skinner, M. Stanley, M. Walker, K. Wilkie and L. Robinson - Recorder

Regrets: D. Kennedy,

Guests: S. Bone, G. Webb, K. McKenzie

1. CALL TO ORDER

The meeting was called to order at 6:04 p.m.

2. DECLARATION OF CONFLICT OF INTEREST

No conflicts of interest were declared.

3. EDUCATION SESSION & TOUR –a) Alberta Health System

M. Walker provided a presentation on her recent learnings at the AccreditationSurvey of the Alberta Health Service.An overview was provided of:

Who AHS services

Who AHS is as an organization

Governance Structure

Organizational Structure

Leadership Structure

Key Stakeholder

Discussion took place regarding the Alberta model, standard practices, innovation and financial aspect.

A copy of the presentation was included in the package.

Item 5b

4. CHAIRS REMARKS

T. Sehl noted the circulation of the early board package and thanked L. Robinson for all her efforts.

5. APPROVAL OF THE AGENDA AND CONSENT AGENDA

a) Approval of Agenda – October 29, 2019

b) Approval of Minutes – September 24, 2019



e) Governance Committee Report

Discussion took place regarding changes in the policies.

It was MOVED by SECONDED F. Edward by T. Campbell that the Board of Directors

approve the agenda and consent agenda as presented.

6. QUALITY COMMITTEE REPORT

M. Stanley referenced and reviewed the report included in the package.

M. Stanley noted that GGH is in compliance with vaping legislation and there will be

review of the policy. GGH is currently reporting on Vaping as required by the

Ministry.

7. NEXT MEETING

The next meeting is scheduled for November 26, 2019

8. ADJOURNMENT

It was MOVED by S. Sayyad to adjourn the meeting at 6:35 p.m.

______________________________ ________________________________ Chair – T. Sehl Secretary – M. Walker

REPORT OF THE PRESIDENT AND CEO BOARD OF DIRECTORS OPEN MEETING

NOVEMBER 26, 2019

Provide the safest and highest quality care

As you aware, since 1992 GGH has been providing a stellar bariatric program with excellent results. The program is life changing and has contributed to improving health and quality of life of many people. Our compassionate interdisciplinary team of experts including nurses, dieticians, social workers,

psychologists, endocrinologists, and surgeons continue to work with patients who suffer from obesity and obesity-related diseases to help them achieve an improved quality of life. We continue to see an increase in the number of referrals to this successful program. I have attached the brochure about the program.

Support our Exceptional Staff

We continue to work on strategies to reduce staff harm. With ongoing

training and an increase in security, we have experienced a decrease in

harm related to patient action over the past few years. We are now focused

on the reduction of musculoskeletal disorders.

Create a coordinated high quality system of care with our partners.

Guelph and Area Ontario Health Team Update

On November 1, 2019, we met with the Ministry of Health Team to review our full application and our plans moving forward. It was a positive meeting and all partners contributed. We should hear back from the Ministry in the fall.

We continue to work on our plans to achieve out desired year one outcomes related improving the system of care for patients who are palliative or require complex mental health and addiction services. Several of our staff are working with our partners to build the foundation for future panning and funding.

Bundled Care

We are making some progress in implementing our plans for bundled care for Hips &

Knees Quality Based Procedures (QBP). The expectation is that the hospital is

responsible for the entire patient’s care journey including home care. We continue to

work closely with St. Joseph’s Health Centre Guelph. The stroke bundle will not be

rolling out this year.

Item 5c

November 2019

Chief of Staff Dr. Jennifer Caspers

President & CEO Marianne Walker

VP Patient Services and CNE

Melissa Skinner

President of the MSA Dr. Ian Phillips

Director Quality and Professional

Practice Julie Wilson

Professional Staff Recognition: Special Acknowledgements: Dr. Reed (Surg), Dr. Ferguson (OB/GYN). Dr. Taylor (ED), Dr. Cockburn (ED), Dr. Afagh (Surg-Vascular), Dr. Folkl (ED), Dr. Phillips (Surg), Dr. Kapasi (ED)

Budget Update: The Finance Department is currently looking at departmental efficiencies. Finance would like to integrate physicians in the review of health and cost containment and the capital process. If Professional Staff see areas for cost containment and/or revenue generation, please bring these suggestions forward.

Patient Keeper: The implementation, reminders and the use of Patient Keeper were discussed.

Continuity of Care Policies Revised ED referral letter has a statement at the bottom requesting that the receiving office acknowledge receipt of the referral (within 14 days), communicate estimated wait time with patient directly, and forward all following communication to the patients’ primary care provider. In the absence of a primary care provider, all follow up communication is to be directed to the ED.

Strategic Hiring When hiring, please take into consideration the hospital’s/department’s needs. We will be reviewing the Clinical Human Resources plan in January and will need to look carefully at how we expect the hospital to grow and what specialty areas may be needed in the future.

MAC Spotlight Issues: Will continue to focus on physician resiliency and burnout. Issues noted with recruitment, inter-departmental issues/miscommunications, higher demands on department and personality conflicts.

Emergency Preparedness: Physicians are expected to participate in code management and know where the emergency response box is located in their work area. To initiate a code, Dial 5555.

Guelph Physician Association Update: A physicians only meeting was held on November 13th to explain the vision and structure of the association. This association will look to become involved in the OHT planning process.

Item 5d2

REPORT OF THE ADMINISTRATION AND FACILITIES COMMITTEE BOARD OF DIRECTORS OPEN MEETING

November 26, 2019

The Committee met on Tuesday November 19, 2019

FOR ACTION

POLICY AND PROCEDURE REVIEW

The Committee reviewed the document 1-022 Investment Policy in detail.

It was noted changes to in section (#3) to allow access to out of province credit union investment products that are 100% guaranteed. Ontario deposits are only guaranteed up to $250K for credit unions and $100K for banks. Some of the provinces such as BC and Alberta products tend to offer higher interest rate returns on investment than Ontario.

Section five (5) was added to provide direction with respect to the use of an investment brokerage. Investment brokerage is required to gain access to investments outside of Ontario, namely Alberta and BC (but not limited to) Credit Unions who offer higher interest rate returns and 100% guarantees.

After discussion the committee approved the policy with the change:

Remove specific provinces and change to any provincial credit unioninvestment in Section 3.

It is recommended that the Board of Directors approve the amended policy 1-022 Investment as presented.

David Kennedy Chair

Item 5e

BOARD OF DIRECTORS

POLICY: INVESTMENT POLICY Number: 1-022

Page 1 of 5

Developed by: Vice President CFO/CIO

Review or Revision by: VP CFO/CIO and Director Finance Administration and Facilities Committee

Approval Date: Initial: December 2010 Reviewed/Revised Date: November 19, 2013, October 18, 2016, November 2016, November 26, 2019

Review or Revision Date: Every Three Years

Approved by:

Board of Directors

Signature(s):

Disclaimer: Any PRINTED version of this document is only accurate up to the date of printing. Always refer to the Policies and Procedures Intranet site for the most current versions of documents in effect.

Policy Statement

This policy governs the manner in which Hospital surplus funds may be invested and is intended to provide specific guidelines with respect to investment objectives and responsibility, approved investment organizations, approved forms of investment, investment terms and investment limits.

Investment Objectives

The investment objectives of the Hospital shall be in the following order of priority:

a) Protection/Preservation of capital;

b) Liquidity; and

c) Income

These objectives will allow the Hospital to:

a) Maintain funds in high quality, low risk investment vehicles;

b) Minimize potential loss due to premature liquidation; and

c) Earn income at a reasonable rate of return.

Item 5e2

BOARD OF DIRECTORS


Page 2 of 5

Approved Investment Organizations

Hospital funds may only be invested in Canadian funds with Government, Banks, Trust Companies and others investment organizations that have been approved by the Administration and Facilities Committee as listed in Appendix A of this policy.

Approved Investment Forms

Hospital funds may be invested with investment organizations as listed in Appendix A of this policy in the following investment forms:

a) Bonds and Debentures;

b) Government Treasury Bills; and

c) High Interest Savings Accounts, Deposit Receipts or Notes, Certificates of

Deposit or Investment, Guarantees, Banker’s Acceptances or other similar

instruments.

d) Canadian Money Market Exchange Traded Funds

Investment Terms

Funds may be placed in approved investments for the terms of thirty days to two years. Investment of funds for terms in excess of thirty days must include satisfactory redemption clauses (that is, redemption terms must be reasonable and related to the quoted prevailing interest rates over the investment period).

Risk

Inadequate or inappropriate investment strategies may lead to loss of funds (i.e., capital) and reduced income opportunities.

Responsibilities/Accountabilities

The Administration and Facilities Committee of the Board shall review and update this policy for Board approval from time-to-time. This Committee shall also monitor any investments that are made by the Hospital from time-to-time.

The Chief Financial Officer of the Hospital shall invest funds consistent with expectations of this policy, and provide financial reports to the Administration and Facilities Committee of the Board annually or as required.

BOARD OF DIRECTORS


Page 3 of 5

Limits

The maximum amount that may be invested with any one government, company or institution without approval of the Administration and Facilities Committee is $1,000,000. This limit excludes cash funds that reside in bank accounts for Hospital operations.

Keywords

Investments, funds, bonds, treasury bills, deposits

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BOARD OF DIRECTORS


Appendix A

Approved Investment Organizations and Forms

1. Bonds and Debenturesa. Government of Canadab. Provincial – rated DBRS R1 middle or higher

2. Government Treasury Billsa. Government of Canadab. Provincial – rated DBRS R1 middle or higher

3. High Interest Savings Accounts, Deposit Receipts or Notes, Certificates ofDeposit or Investment, Guarantees, Banker’s Acceptances or other similarinstruments that have been issued, guaranteed or endorsed by:

a. a bank (and their subsidiaries) listed in Schedule I or II to the Bank

Act (Canada) and rated DBRS R1 middle or higher,

b. a loan corporation or trust corporation registered under the Loan

and Trust Corporation Act and rated DBRS R1 high or higher,

c. Canadian Credit Unions, but preference shall be given to those with

government-backed deposit insurance, such as follows:

• an Ontario credit union to the which the Credit

Unions and Caisses Populaires Act, 1994 applies and

that is named on the List of Insured Credit Unions and

Caisses Populaires with the Deposit Insurance

Corporation of Ontario,

• an provincial credit union with deposits that have a 100%

guarantee through the Credit Union Deposit Guarantee

Corporation and the Credit Union Act,

d. The deemed rating for securities issued by a Credit Union will be

equal to the rating of the province that the credit union resides in.

The provincial credit rating must be DBRS R1 middle or higher.

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BOARD OF DIRECTORS


4. Canadian Money Market Exchange Traded Fund that’s investmentobjectives are consistent with this policy and holds investments consistentwith items #1, 2 and 3 of Appendix A of this policy.

5. An investment brokerage may be engaged to invest on behalf of theHospital and must adhere to this investment policy in its entirety. Inaddition:

a. The brokerage must be a named Dealer Member regulated by theInvestment Industry Regulatory Organization of Canada;

b. All transactions made on behalf of the brokerage must requireapproval from the Hospital;

c. The Hospital shall perform due diligence before selecting aninvestment brokerage.

REPORT OF THE AUDIT COMMITTEE BOARD OF DIRECTORS OPEN MEETING

November 26, 2019

The Committee met on Thursday November 21, 2019

FOR ACTION

GGH AUDIT SERVICE PLAN YEAR ENDING – MARCH 31, 2020

a) Review with the auditors, the proposed scope of the current year’s audit

E. Read and J. Eby led a review of the GGH Audit Service Plan for the year ending March 31, 2020.

It is recommended that the Board of Directors receive the Deloitte Service Plan for Year Ending March 31, 2020 for information.

b) Review and approve the auditor’s engagement letter

The committee reviewed the auditor’s engagement letter with E. Read and J. Eby in detail.

It is recommended that the Board of Directors receive the Deloitte Engagement letter for information.

POLICY AND PROCEDURE REVIEW

a) 2-100 Auditor Independence Policy

It is recommended that that Board of Directors approve policy 2-100 Auditor Independence Policy as presented.

FOR INFORMATION

A meeting with Auditors without management was held.

Item 5f

COMMITTEE DOCUMENTS

The committee reviewed the Audit Committee terms of reference and workplan for

a) Terms of Referenceb) Committee Work Plan 2019-2020

AUDITOR EVALUATION PROCESS

G. Webb referenced the briefing note and reviewed the periodic comprehensive auditor tool included in the package in detail with the committee. Discussion took place regarding the review process and the areas the Audit Committee should consider. A question will be added to the evaluation process questions regarding the rotation of Auditors. A session for the Audit Committee will be scheduled to discuss the auditor evaluation process and focus on the document provided in the package. It was noted an education session will be scheduled for the Board of Directors on the Auditor evaluation process after the Audit Committee has completed its work.

DELOITTE INDIRECT TAX SERVICES - ELECTRICITY MOTION JUNE 2019

M. Walker and G. Webb informed the committee that the Deloitte Indirect Tax Services – Electricity Motion that was passed in June 2019 was ratified by electronic vote but theservices was not engaged due to GGH’s current energy auditors providing a more effective service at this time.

Respectfully, David Kennedy Chair

HOSPITAL-WIDE MANUAL Number: 2-100

POLICY: AUDITOR INDEPENDENCE

Page 2 of 2


The Members of the Corporation shall annually appoint the Corporation’s auditor. Management shall not invite the Hospital’s auditing firm to compete on any services other than those relating to audit functions.

Keywords Auditor Independence

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GUELPH GENERAL HOSPITAL AUDIT COMMITTEE Terms of Reference

Membership

(1) The Audit Committee shall consist of the following:

(a) No less than four Directors; and one who has a Professional Accounting Designation;

(b) Up to (2) external members with specific skill sets that will support the work of the Committee in accordance with the applicable section in the Guelph General Hospital By-Law.

(2) The Chief Executive Officer and the Chief Financial Officer may attend meetings of the Audit Committee at the invitation of the Chair.

Chair

The Chair is to be selected from one of the Directors referred to in clause (1)(a) of the Membership.

Meetings

(1) The Committee shall meet at least two (2) times a year and as necessary.

(2) The external auditor and the Chair of the Committee may call a meeting of the Committee as he or she determines necessary.

(3) Meetings of the Committee are to be scheduled to take place on a regular basis, with opportunities for the external auditor and senior management to meet separately with the Committee.

(4) The Committee shall meet with the external auditor at least twice a year, at the request of the auditor and as required by the Committee or the Board.

(5) At each meeting of the Committee at which the auditors are present, the Committee shall hold an in-camera session with management excluded. The exclusion extends to the Chief Executive Officer and the Chief Financial Officer.

Item 5f4

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Functions

The Audit Committee shall perform the following functions:

Audit planning and preparation

(i) review with the external auditors, the proposed scope of the current year's audit,

(ii) review and approve the auditor's engagement letter including the audit fee and expenses;

(iii) assess whether appropriate assistance is being provided to the auditors by the organization's staff, and

(iv) review control weaknesses detected in the prior year's audit, and determine whether all practical steps have been taken to overcome them.

(b) Oversight of Financial Processes and Systems of Internal Control pertaining to:

(i) changes in the financial systems and control systems during the year;

(ii) the integrity and effectiveness of policies regarding the financial operations, systems of internal control and reporting mechanisms of the Hospital;

(iii) compliance with generally accepted accounting principles and practices;

(iv) the care and custody of funds and other financial assets of the Hospital and payments for all approved expenses incurred by the Hospital

(v) the major financial risks faced by the Hospital, and the appropriateness of related controls to minimize their potential impact.

(c) Annual Financial Statements Review

(i) receive and review the unaudited and audited annual financial statements of the Hospital, and report to the Board prior to the Board's approval thereof;

(ii) review audited annual financial statements, in conjunction with the report of the external auditor, and obtain an explanation from management of all significant variances between comparative reporting periods;

(iii) recommend approval of the annual financial statements to the Board;

(iv) inquire about changes in professional standards or regulatory requirements; and

(v) review the entire annual report for consistency with the financial statements.

(d) Audit Results

(i) review the report of the external auditors on the annual financial statements;

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(ii) review the external auditor's post-audit or management letter which may document weaknesses in the accounting system or in the internal control systems and which contain recommendations of the external auditor, and management's response and subsequent follow-up to any identified weaknesses;

(iii) meet privately with the external auditors (without the presence of management) with regard to the adequacy of the internal accounting controls and similar matters, and review management responses to ascertain whether there are concerns that should be brought to the Board's attention, and

(iv) review any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management, or situations where management seeks a second opinion on a significant accounting issue.

(e) Auditor's Performance and Appointment

(i) review the factors that might impair, or be perceived to impair, the independence of the external auditors. Take, or recommend that the Board take, appropriate action to ensure the independence of the external auditor;

(ii) monitor and evaluate the performance of the external auditor;

(iii) meet privately with senior management (without the external auditors being present) to ensure that management has no concerns about the conduct of the audit; and

(iv) annually, recommend to the Members of the Corporation the appointment of a firm of chartered accountants as the Corporation's external auditors and any change of external auditors. Consider from time to time and no less frequently then every five (5) years, the engagement of a different external auditor on such terms and conditions as may meet statutory and other requirements for the audit of the Hospital.

(f) Duty to Report

Prepare reports from time to time for the Board of Directors discussing the actions it has taken and the assistance the Committee has had, in fulfilling its duties.

Revised and approved by the Board June 2017 Revised and approved by the Board November 2018

AUDIT COMMITTEE WORK PLAN 2019-2020

Chair: David Kennedy

PO

LIC

Y

NO

V

MA

Y

Planning and Preparation Review of Terms of Reference and approve work plan X

Audit Service Plan year ending March 31, 2020

Review with the auditors, the proposed scope of the currentyear’s audit

Review and approve the auditor’s engagement letter

Review control weakness detected in the prior year’s audit,and determine whether all practical steps have been taken

X

Oversight of Financial Processes and Systems of Internal control

Review changes in the financial systems and control systems X

Annual Financial Statement Review & Audit Results Review and recommend approval of the unaudited and audited annual financial statements.

X

Review report of the external auditors X

Evaluate Performance of Auditors ( TOR consider different auditors every 5 years)

X X

Recommend appointment of Auditors X

Policy Review

2-100 Auditor Independence 2-100 X

Item 5f5

1

Audit Committee Comprehensive Review of the External Auditor - Decisions

Date: November 19, 2019

To: Audit Committee

From: Gavin Webb, Vice President, CFO

Purpose: To decide on the tools/measures that will be used for the comprehensive review of the external auditor.

Background

As part of an audit committee’s oversight of the audit process, CPA Canada recommends that audit committees conduct comprehensive reviews of the external auditor at least every 5 years, with less comprehensive assessments occurring annually. Annual assessment concentrates on the annual audit, the engagement team, and their independence. The annual assessment builds off of the comprehensive assessment and helps an audit committee identify potential areas for improvement and reach a decision on whether to reappoint the auditors. While the comprehensive review is boarder in scope, focusing on such things as the audit firm and its reputation, auditor independence and professional skepticism.

This memo provides information and direction on conducting the comprehensive review for the 2019/20 fiscal year. This information is based on the CPA publication, “Periodic Comprehensive Review of the External Auditor: Tool for Audit Committees.” A link to this publication is provided in the references section of this memo.

CPA Canada has developed a survey tool to support the comprehensive review. The tool identifies three key factors of audit quality for an audit committee to consider and assess:

1. Independence, objectivity and professional skepticism – Do the auditors approachtheir work with objectivity to ensure they appropriately question and challenge management’s assertions?

Item 5f6

2

2. Quality of the engagement team – Does the audit firm put forward team memberswith the appropriate industry and technical skills to carry out an effective audit?

3. Quality of communications and interactions with the external auditor – Are thecommunications with the external auditor clear, concise and free of boilerplatelanguage? Is the auditor open and frank, particularly in areas of significantjudgments and estimates or when initial views differ from management?

Within each of these factors the survey contains a number of potential sub-questions that could be used to assess the audit quality. The Audit Committee has ultimate responsibility for the process, timing and scope of the comprehensive review, as well as determining which questions are most relevant to conducting an informed comprehensive review. Once determined, the external auditor, GGH management, and the Audit Committee all contribute information to support the comprehensive review. The comprehensive review does not require the Audit Committee do not come to a final measure of audit quality, rather it detect areas of improvement for the external auditors and the Committee’s own process. The review also aids the audit committee in determining if the external auditor should be reappointed.

If the review leads the Committee to decide to put the audit out for tender, further discussion will be needed to determine tender timelines. That said, the current auditors will complete their engagement on the Hospital On-Call Coverage Program (HOCC) and Health Infrastructure Renewal Fund (HIRF) audits which are due at the end of June each fiscal year.

Management has provided a draft survey for the audit committee to review and determine appropriate questions to be used for the comprehensive review. The tool is based on the suggested approach by CPA Canada and the steps in the process recommended by CPA Canada are as follows.

Step-by-Step Recommendation for Performing the Comprehensive Review per CPA Canada:

1. Determine the scope, timing and process of the comprehensive reviewThe audit committee chair, perhaps in conjunction with other audit committee members, determines the scope, timing and process of the comprehensive review. This includes determining what period of time should be covered, what information on the external auditor is required from entity personnel, and what input is required from the audit firm. It also includes determining what questions the audit committee needs to consider in conducting the review. The appropriate sections of the tool are amended by the audit committee chair to reflect these determinations.

2. Obtain input from entity personnelEntity personnel, such as the CEO, the CFO and internal auditors, complete the tool’s Obtain input from entity personnel section and return it to the audit committee.

3

3. Obtain audit firm inputThe audit firm completes the tool’s Obtain audit firm input section and returns it to the audit committee.

4. Assess areas for audit committees to considerThe audit committee chair distributes to the audit committee relevant background information, the input received from entity personnel and the audit firm, and the tool’s amended Assess areas for the audit committee to consider section. Audit committee members complete this section of the tool. At a meeting of the audit committee, members share their views on each area of the comprehensive review tool, comparing their views with those of entity personnel and the audit firm.

5. Conclude on the comprehensive review, and communicate the resultsFollowing this discussion, the audit committee concludes whether to recommend to the board to retain the current audit firm or put the audit out for tender and identifies matters that should be reviewed with the external auditors to improve their future performance and effectiveness. The audit committee records and communicates the results of the comprehensive review and determines the nature, extent and timing of public disclosures relating to the comprehensive review.

Recommended process:

a. The Audit Committee reviews and finalizes the tool/process by the end ofFebruary 2020.

b. The review process begins with Management and the external auditorproviding the information required by the Audit Committee. This would takeplace during the 2019/20 interim and year-end audit (March – May 2020).

c. The Audit Committee finalizes the comprehensive review in conjunction withthe review of the draft audited financial statements and Audit Report (May2020).

d. The Audit Committee delivers the results of the comprehensive review at theMay Board meeting.

e. If the decision is to tender the audit business then Management will develop aplan with appropriate timelines including recommendations for the June 2020AGM with respect to the the current audit firm.

QUESTIONS FOR CONSIDERATIONS

1. Does the Audit Committee agree with using the CPA Canada comprehensivereview process and annual assessment process to achieve the Committeesresponsibilities as described in their Terms of Reference?

4

2. Does the Audit Committee agree to proceed with the tool provided, and reviewquestions for appropriateness?

References

Periodic comprehensive review of the external auditor: Tool for audit committees

https://www.cpacanada.ca/en/business-and-accounting-resources/audit-and-assurance/enhancing-audit-quality/publications/comprehensive-review-of-external-auditor-tool

Audit committee guide to audit quality indicators

https://www.cpacanada.ca/en/business-and-accounting-resources/audit-and-assurance/enhancing-audit-quality/publications/guide-to-audit-quality-indicators





1. Determine the Scope, Timing, Process and Selection of AQIsThese determinations are key drivers for conducting an effective comprehensive review process.

Points to Consider Management Observations Audit Committee Observations

1. When was the last comprehensivereview conducted and what period should this review cover?

No comprehensive review has been conducted. Management suggests the first review cover a 5 year period.

2. What is the appropriate timing ofthe comprehensive review in relation to the audit committee’s planned meeting agendas?

Management recommends that the tool be finalized by February 2020 and the comprehensive review carried out from March - May 2020. Results provided to the Board at the June 2020 AGM.

3. Do the results of prior annualassessments indicate areas that need particular attention in this comprehensive review?

N/A - no prior formal assessment.

4. What additional information fromentity personnel will be needed to help the audit committee conduct the review?

A summary of selected AQIs and results from past 5 years.

5. What additional information from theaudit firm will be needed to help the audit committee conduct the review?

A summary of selected AQIs and results from past 5 years.

Consider the scope, timing and process for the comprehensive review.

Item 5f7

1a. Audit Quality Indicators

Audit Quality Factor AQIs Observations1. Independence, objectivity andprofessional skepticismDo the auditors approach their work with objectivity to ensure they question appropriately and challenge management’s assertions made when preparing the financial statements?

Audit hours by risk: The time spent by the engagement team on significant risk areas.

Information about involvement in the audit of quality control reviewers and/or professional practice members.

Results of internal and/or external inspections specific to the engagement and/or to the audit firm generally.

Frequency of violations to independence requirements, engagement-specific and firm-wide measures.

Audit hours by phase (e.g., planning, interim, year end)

Use of technology initiatives in the audit, including information about areas of use, types of tool, number of hours, etc.

2. Quality of the engagement teamDoes the audit firm put forward team members with the appropriate industry and technical skills to carry out an effective audit?

Experience of engagement team: Number of years spent auditing GGH and/or other hospitals by each engagement team member. Number of years of total experience by each engagement team member.

Results of audit firm people surveys related to the ethical culture of the audit firm.

Reputation of the audit firm based on news reports.

Percentage of hours worked by senior engagement team members compared to the entire engagement team.

AQIs can provide audit committees with useful quantitative and qualitative information for the purposes of external auditor evaluation. Audit committees should therefore request a summary of selected AQIs and results from the previous annual assessments (i.e. the past five years) from either management or the external auditor. This can provide a useful trend analysis for the comprehensive review as well as help identifying if other relevant AQIs are needed. The following table illustrates how AQIs can be used for your comprehensive review of the external auditor. Audit committees should also consider the firm level indicators outlined in the Appendix to help in their review of the external audit firm.

Audit Quality Factor AQIs ObservationsPartner workload: information about the level of work for which key engagement partners are responsible and the number of claims (including clients and internal responsibilities) receiving their attention.

Number of hours and type of professional development and technical training attended by key engagement team members.

Turnover rates of key engagement team members.

3. Quality of communications andinteractions with the external auditor. Are the communications with the external auditor (written and oral) clear, concise and free of boilerplate language? Is the auditor open and frank, particularly in areas of significant judgments and estimates or when initial views differ from those of management?

Communication with audit committee and/or management: Consideration of the timing, format and content of communication from the auditor related specifically to the audit and/or wider issues of importance can help assess the effectiveness of the interactions with the auditor. Consider assigning a rating to the quality and timeliness of each communication.

Evaluation of timeliness of meeting audit progress milestones.

Evaluation by audit committee and management of the quality and timeliness of audit planning and summary reports and other communications by the auditor.

Effective and timely communications between the auditor and the audit committee and/or management related specifically to the audit and/or wider issues of importance (e.g., regulatory and accounting changes)

Results of survey of audit committee members and key members of management evaluating the quality and timeliness of their interactions with the auditor.

Number and quality of insights gained and shared with management and the audit committee.

2. Obtain Input from Entity Personnel

Please provide the following information:Information Required By the Audit Committee Obtained? (Yes/No)1. Relevant audit committee meeting minutes and results ofannual assessments.

2. Company policies for awarding non-audit work and anyreports by management on how it has complied with those policies.

3. Whistleblowing reports that may have relevance to therelationship with the audit firm.

4. Company hiring policies regarding former audit firm staff andanalysis of key entity personnel that were previously employed by the audit firm.

5. Information about any significant financial reporting mattersthat have been questioned by regulators or the press that may have relevance for the relationship with the audit firm.

CFOAudit Quality Considerations

Points to Consider Observations

a. How does the external auditor demonstrate integrity,objectivity and professional skepticism, for example, by maintaining a respectful but questioning approach throughout the audit?

b. How does the external auditor demonstrateindependence, for example, by proactively discussing independence matters and reporting exceptions to its compliance with independence requirements?

c. How forthright is the external auditor in dealing withdifficult situations, for example, by proactively identifying, communicating and resolving technical issues?

d. To what extent do you have concerns about therelationship between the external auditor and entity personnel that might affect the external auditor’s independence, objectivity or professional skepticism?

Please provide your input in the following areas, noting any significant observations or trends you have identified during the period of the comprehensive review, including for the most recent audit:

1. Provide input on the independence, objectivity and professional skepticism of the external auditor. Some or all of thefollowing questions may be relevant in the circumstances of the entity and the audit:

This section of the tool sets out the information that the audit committee requires from entity personnel, together with potential questions for the CFO and internal auditors. The audit committee needs to determine from whom input is required, the specific questions to be addressed and whether the audit committee wishes to obtain input in writing or through discussions. The audit committee may wish to address different questions to different personnel, or pose questions to different personnel in different ways.


a. How would you assess the technical competence andability of the external auditor to translate knowledge into practice, for example, by using technical knowledge and independent judgment to provide realistic analysis of issues and by providing appropriate levels of competence across the team?

b. How would you assess the external auditor’sunderstanding of our business and industry, for example, by demonstrating an understanding of our specific business risks, processes, systems and operations?

c. How sufficient are resources assigned by the externalauditor to complete work in a timely manner, for example, by providing access to specialized expertise during the audit and assigning additional resources to the audit as necessary to complete work in a timely manner?

d. To what extent has the engagement team consultedand used specialists on complex technical matters?

e. To what extent has the engagement partnermaintained quality control over work performed?


a. How candid and complete was the dialogue betweenthe engagement partner and management? How well did the engagement partner explain accounting and auditing issues?

b. How effectively does the external auditor providetimely and informative communications about accounting and other relevant developments?

c. How does the external auditor communicate aboutmatters affecting the firm or its reputation, for example, by advising management on significant matters pertaining to the firm while respecting the confidentiality of other clients’ information and by complying with professional standards and legal requirements?

2. Maintaining the quality of the engagement team throughout the review period. Some or all of the following questions may be relevant in the circumstances of the entity and the audit:

3. The communication and interaction with the external auditor throughout the review period. Some or all of the followingquestions may be relevant in the circumstances of the entity and the audit:

4. Provide your overall views on how your relationship with the external auditor contributed to your ability to producereliable financial reporting throughout the comprehensive review period.

Quality-of-Service ConsiderationsPoints to Consider Observations

1. To what extent is the external auditor effective incompleting the audit on a timely basis?

Very effective. We have a tight turnaround on our main audit due to BPS reporting and the auditors are accommodating.

2. To what extent does the external auditor keepmanagement informed about the progress of the audit and difficulties encountered?

Frequent check-ins occur during the audit (approximately weekly). Any issues are brought up in a timely basis so they can be resolved to meet deadlines.

3. To what extent has the engagement team maintaineda respectful and professional attitude during the audit?

The auditors have been professional and respectful at all times.

4. To what extent is the external auditor proactive inidentifying information requirements and timely in requesting information from management?

Provide input on the quality of service provided by the external auditor. Some or all of the following questions may be relevant in the circumstances of the entity and the audit:

3. Obtain Audit-Firm Input

Audit Quality ConsiderationsInformation Required by the Audit Committee Obtained? (Yes/No)

1. Analysis of total services provided by the audit firm, covering audit andnon-audit services and related fees, since the last comprehensive review; explanations for differences between actual and estimated fees and between actual audit fees and cost recoveries. Consider obtaining an analysis of other auditors’ fees for similar services to comparable entities, where available.

2. Summary of auditor’s reports (e.g., consolidated financial statements, special reports).

3. Summary of reports issued to the audit committee, including significant matters addressed.

4. Summary of communications of relationships and other matters bearing on independence.

5. Summary of reports to management.

6. Summary of key elements of the firm’s quality control processes and howthey were applied to the entity’s audit.

7. Transparency reports of the audit firm.

8. Annual reports of the audit firm.


1. How long has the audit firm been the external auditor? What steps havebeen taken to address possible institutional familiarity treats?

2. What are the firm’s plans for the training and development of theengagement team?

3. What are the firm’s expectations as to future partner rotation or otherchanges to senior engagement team personnel?

4. How are the size, resources and geographical coverage of the audit firmchanging?

5. What efforts are being made to enhance audit quality within the audit firm generally and the external audit of the entity specifically?

6. How has the audit firm’s relevant expertise in the industries and markets in which the entity operates been evolving? What are the audit firm’s future plans to serve the entity with an engagement team with appropriate expertise?

7. How has the audit firm considered systemic audit quality issues identifiedby CPAB in its public reports?

8. What reputational challenges, if any, are facing the audit firm and how are these being addressed?

Please answer the following questions:

This section of the tool sets out the information that the audit committee may wish to obtain from the audit firm.

Please provide the following information (in some cases, this information may be easier to obtain from management):

4. Assess Areas for the Audit Committee to Consider

A. Review for significant observations and trends during the review period, including the most recent auditAudit-Quality Considerations


a. How does the external auditor inform the audit committee aboutmatters that might reasonably be thought to bear on the firm’s independence, including exceptions to its compliance with independence requirements and its safeguards in place to detect independence issues?

b. In obtaining the audit committee’s pre-approval for non-auditservices, what safeguards were in place to protect the external auditor’s independence?

c. How did the external auditor adjust the audit plan to respond tochanging risks and circumstances?

d. How are the results to be recorded for future reference during anannual assessment or comprehensive review?

e. What steps does the engagement partner take to ensure that theengagement team exhibits the values, ethics and attitudes necessary to support a quality audit?

f. How were significant differences in views, if any, betweenmanagement and the external auditor resolved?

g. What evidence is there that the engagement team challengessignificant judgments made by management in preparing the financial statements?

h. How has the engagement team addressed potential risks of fraud (forexample, incorporating an element of unpredictability into audit procedures during the period)?

i. How would you assess the quality of the significant professionaljudgments made by the engagement team during the audits?

j. Which of the entity’s accounting policies or disclosures, if any, havebeen questioned by regulators such that the external auditor’s independence, professional skepticism or judgment has been questioned?

k. Did the engagement quality control reviewer (EQCR) raise specific concerns over any matters when assessing the significant judgments made by the engagement team? Would it be helpful to meet with the EQCR?

l. Are the audit fees appropriate in relation to costs incurred to enablethe performance of a quality audit?

This section of the tool sets out the areas to be addressed in a comprehensive review, including specific questions for audit committees to consider in each area. During the comprehensive review, the audit committee focuses on significant observations and trends evident during the review period, including the most recent audit, how the audit firm has responded to any audit committee recommendations, and to what extent the observations and trends are consistent with the input of the audit firm and other entity personnel.

1. Assess the independence, objectivity and professional skepticism of the auditor throughout the review period. Some or all of the following questions may be relevant in the circumstances of the entity and the audit::


a. How did the engagement partner and audit team ensure that thenecessary knowledge and skills (entity-specific, industry, accounting, auditing) were dedicated to the audit?

b. What evidence was there that the engagement partner devotedsufficient attention and leadership to the audit? How involved was the EQCR in the audit?

c. If portions of the audit were performed by other teams in variousdomestic locations, how did the engagement partner assess their technical skills, experience and professional objectivity and maintain quality control over their work?

d. To what extent are audit activities performed through offshoringarrangements? How did the engagement partner maintain quality control over the parties performing the activities?

e. How does the audit firm provide appropriate continuity of teammembers and perform an orderly transition when key members of the engagement team change?


a. How candid and complete was the dialogue between theengagement partner, the audit committee and the audit committee chair? How well did the engagement partner explain accounting and auditing issues? How effective was the resolution of issues?

b. How would you assess the external auditor’s discussion about thequality of the entity’s financial reporting, including the reasonableness of accounting estimates and judgments, appropriateness of the accounting policies and adequacy of the disclosures?

c. During in camera sessions, what is your assessment of how the externalauditor discussed sensitive issues (for example, were concerns about management’s reporting processes, internal control over financial reporting or the quality of the entity’s financial management team discussed in a timely, candid and professional manner)?

d. How promptly did the audit engagement partner alert the auditcommittee if the engagement team did not receive sufficient cooperation?

e. How well did the external auditor inform the audit committee ofcurrent developments in accounting and auditing standards relevant to the entity’s financial statements and their potential impact on the audit?

2. Assess the quality of the engagement team provided by the auditor throughout the review period. Some or all of the following questionsmay be relevant in the circumstances of the entity and the audit:

3. Assess the communication and interaction with the external auditor throughout the review period. Some or all of the followingquestions may be relevant in the circumstances of the entity and the audit:

Quality-of-Service ConsiderationsPoints to Consider Observations

a. During the audit, how well did the external auditor meet the agreed-upon performance criteria, such as the engagement letter and audit scope? How well did the external auditor meet its commitments, for example, by meeting agreed-upon performance delivery dates and multiple reporting deadlines and by being available and accessible to management and the audit committee?

b. How would you assess the professionalism of the audit partner and theengagement team?

c. How responsive and communicative is the external auditor, forexample, in soliciting input relative to business risks or issues that might impact the audit plan?

d. How proactive is the external auditor in identifying opportunities andrisks, for example, by anticipating and providing insights and approaches for potential business issues and improving internal controls?

e. How would you assess the value for money delivered by the externalaudit; for example, do the audit fees fairly reflect the cost of the services provided given the size, complexity and risks of the entity and a cost- effective quality audit?

f. How would you assess the reasonableness of the explanations for any changes to fees (for example, change in scope of work) communicated to the audit committee?

B. Safeguards against institutional independence familiarity threatsPoints to Consider Observations

a. What institutional familiarity threats has the audit firm identified? Whatsteps have been taken to address them?

b. To what extent has the entity employed former audit firm staff in key financial reporting positions?

c. What personnel changes, if any, in the audit firm or the entity couldcreate a perception that the external auditor is no longer independent?

d. What corporate hospitality has been provided to the auditfirm/management by management/the audit firm that could bring the external auditor’s independence into question?

e. What reputational damage or regulatory action, if any, has the auditfirm suffered that could bring into question its professionalism, independence, or financial stability?

f. To what extent does the policy for non-audit work by the externalauditor adequately assure the external auditor does not: audit its own work, involve it in management decisions, act in an advocacy role or create conflicts of interest? Has the policy been complied with?

5. Assess whether there are any significant institutional familiarity threats and, if so, the related safeguards. Some or all of the following questions may be relevant in the circumstances of the entity and the audit:

4. Assess the quality of service provided by the external auditor throughout the review period. Some or all of the following questions may be relevant in the circumstances of the entity and the audit:

5. Conclude on the Comprehensive Review and Communicate the Results


1. Has sufficient information been obtained to reach aconclusion?

2. What recommendations for action should be made to theboard and/or audit committee, including changes to existing policies and processes?

3. Should the audit committee present a written report to theboard? If not, how will the review’s results be recorded for the audit committee’s future use?

4. Does the audit committee need to formally discuss theresults of the comprehensive review with the board?

Points to Consider Observations5. What should be the form, timing and locations of publicdisclosure of the comprehensive review?

6. Is legal advice required in respect of such public disclosure?

Items to be raised with the auditor for follow-up or future changesItem Person Responsible for Follow-up

1.

2.

3.

Potential future changes to the annual assessment, comprehensive review or other audit committee processes

Potential Change Person Responsible for Follow-up1.

2.

3.

Conclude on the results of the comprehensive review and make a recommendation to the board whether to retain the current audit firm or put the audit out for tender. Determine how the results will be recorded and communicated. Consider the following questions:

This section of the tool sets out the audit committee’s conclusions from conducting the comprehensive review and how the audit committee will record and communicate the results of the comprehensive review.

REPORT OF THE GOVERNANCE COMMITTEE BOARD OF DIRECTORS OPEN MEETING

November 26, 2019

The Committee met on Tuesday November 12, 2019

FOR ACTION

Polices and Procedures

The committee reviewed and discussed the policies included in the package in detail.

a) 1-013 Committee Reports to the Board

A discussion took place regarding clarification on motions and when they are needed for the board. The policy will be reviewed and be brought back to the next governance meeting to be reviewed with changes and forwarded to the Board once finalized.

b) 11-150 Reporting of Improper – unethical behaviours or activities(whistleblowing)

The committee approved the policy with the addition of “volunteers” to the “Definitions section – Affiliated individuals.

It is recommended that the Board of Directors approve 11-150 Reporting of Improper – unethical behaviours or activities (whistleblowing) as presented.

Respectfully submitted, Ted Sehl Chair

Item 5g


POLICY AND PROCESS: Reporting of Improper/Unethical Behaviours or Activities (Whistleblowing)

Page 1 of 6

Item 5g2

Developed by: Rod Carroll, VP, Human Resources and Support Services

Review or Revision by: Rod Carroll, VP, Human Resources and Support Services

Approval Date: Initial: October 1, 2007 Revised: October 2009, December 2011, January 2015, November 2019

Review or Revision Date: Every Three Years

Approved by:

Board of Directors, Chair of the Board

Signature(s):

Disclaimer: Any PRINTED version of this document is only accurate up to the date of printing. Always refer to the Policies and Procedures Intranet site for the most current versions of documents in effect.

Policy Statement

The Guelph General Hospital seeks to create a culture that supports and promotes Hospital values and behaviours. To this end, the Hospital encourages staff, volunteers, Board members and affiliated individuals to report in good faith, suspected improper/unethical behaviours or activities, also referred to as whistleblowing. It is understood that an individual initiating such a report, will be protected from threats or acts of retaliation.

This policy aims to encourage staff, volunteers, Board members and affiliated individuals to voice their concerns with respect to improper/unethical behaviours or activities in the workplace, thereby facilitating a more open and honest work environment.

1. Staff, volunteers, Board members and affiliated individuals have a duty toreport in good faith improper/unethical behaviours or activities.

2. Improper/unethical behaviours or activities may include:

mismanagement,

waste of funds,

an abuse of authority,

a specific danger to public health,

a specific danger to staff, patient and/or public safety,

damage to the environment,



Page 2 of 6

Item 5g2

a violation of law, rule, regulation or policy that may not be addressed by amore appropriate hospital process.

3. All written formal reports alleging improper/unethical behaviour or activity willbe thoroughly and expeditiously investigated by the Hospital. While conductinga thorough investigation and implementing an appropriate remedy, all effortswill be made to maintain the confidentiality of the individual(s) involved.

4. The Hospital will provide appropriate support to an individual(s) who reports ingood faith, improper/unethical behaviour or activity.

5. Where an allegation of improper/unethical behaviour or activity issubstantiated, appropriate remedies may include one or more of the followingcourses of action:

formal discipline,

termination of employment with cause,

the filing of a report to an individual’s professional governing body,

measures taken in conjunction with an affiliated individual’s employerand/or governing body,

measures taken in accordance with the By-law of the Hospital,

legal action.

6. Staff, volunteers, Board members and affiliated individuals who in good faithreport suspected improper/unethical behaviour or activities will be protectedfrom threats or acts of retaliation. Interference with the conduct of aninvestigation or retaliation against an individual, who files a report, whether thereport is substantiated or unsubstantiated, may itself result in disciplinaryaction. Interference or retaliation may take the form of direct contact betweenparties or more subtle actions such as shunning, reassignment, repeating ofrumours and breaches in confidentiality.

7. Staff, volunteers, Board members and affiliated individuals accused ofimproper/unethical behaviour or activities will be provided with full and fairopportunity to respond to allegations.

8. Staff, volunteers, Board members and affiliated individuals must recognize thata report found to have been made in bad faith will be considered seriousmisconduct, could result in severe disciplinary action being taken by theHospital and could result in legal action by the accused individual.



Page 3 of 6

Item 5g2

Definitions

Staff – includes employees, students and Professional Staff as defined in the By-law of the Hospital.

Affiliated individuals – includes contract staff, patients, family members of patients, visitors, post graduate trainees, volunteers and community partners.

Board Members – includes the Board of Directors and members of Board Committees.


Senior Management Team Members, Senior Directors, Directors and Supervisors are responsible to:

immediately advise the Vice President of Human Resources and SupportServices of a report of suspected improper/unethical behaviour or activity,

promote an environment and culture of openness and honesty,

communicate to staff, volunteers, Board members and affiliated individualsthis policy,

assist, when requested, the individual(s) designated to investigate a report ofsuspected improper/unethical behaviour or activity,

maintain the confidentiality of the individual(s) involved in the investigation,

ensure report of suspected improper/unethical behaviour or activity isinvestigated in a timely manner and where appropriate, action taken to correctthe situation,

protect from threats or acts of reprisal the individual(s) who disclose in goodfaith improper/unethical behaviour or activity.

Staff, volunteers and Board members are responsible to:

use hospital resources and information responsibly and in good faith,

follow the internal processes established to report in good faith, suspectedimproper/unethical behaviour or activity,

respect the reputation of individuals by not making trivial, vexatious or bad faithallegations of improper/unethical behaviour or activity,

assist in the promotion of an environment and culture of openness andhonesty,

assist, when requested, the individual(s) designated to investigate a report ofsuspected improper/unethical behaviour or activity,



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Item 5g2

maintain the confidentiality of the individual(s) involved in the investigation.

Process

Any staff, volunteer, Board member or affiliated individual reporting an allegedimproper/unethical behaviour or activity should contact her/his immediateleader who in turn will make known the report to the Vice President of HumanResources and Support Services.

Where staff, volunteer, Board member or affiliated individual is not satisfiedwith his/her leader or is uncomfortable for any reason addressing suchconcerns to her/his leader, the staff member, volunteer, Board member oraffiliated individual may directly contact the Vice President of HumanResources and Support Services. If staff, volunteer, Board member oraffiliated individual is uncomfortable for any reason contacting the VicePresident of Human Resources and Support Services, the President andChief Executive Officer (CEO) may be directly contacted.

Any member of the Professional staff may choose to contact the Chief of Staffwho in turn will make known the report to the Vice President of HumanResources and Support Services.

If there is concern about reporting to a staff member at the Hospital, analternative action is for the individual to report her/his concern to the Chair ofthe Audit Committee of the Board who will ensure that an appropriateinvestigation occurs. The Chair of the Audit Committee can be directlycontacted through the CEO’s office. For privacy purposes, if email is usedplease do not include any patient information in any email correspondence.

Individuals making a report are encouraged to provide in writing as muchspecific information as possible including names, dates, places, and eventsthat took place. Such reports should be factual rather than speculative toallow for proper assessment of the nature, extent, and urgency of the report.Anonymous communications will be accepted but may limit the ability of theHospital to follow up on the allegations.

The Vice President of Human Resources and Support Services, the Presidentand Chief Executive Officer (CEO) and the Chair of the Audit Committee areaccountable for investigating and responding to reported concerns aboutimproper/unethical behaviour and activity as outlined on the attachedflowchart. The accountability includes ensuring that:

reported allegations are addressed and concluded in a timely andappropriate manner,

the interests of any individual coming forward with an allegation areprotected as outlined in this policy,

the appropriate Hospital officials are involved in investigating andaddressing the outcome of investigations,



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Item 5g2

if necessary, the appropriate government or law enforcement agencies areinformed,

an individual(s) directly involved with a reported allegation is appropriatelyinformed of the outcome.

Staff, volunteers, Board members and affiliated individuals who have raisedan issue and who have concerns with respect to the outcome of anyinvestigation, should raise the matter in writing to the Chair of the Board ofDirectors.

While the Hospital trusts this policy gives individuals the reassurance neededto raise such matters informally, it recognizes there may be circumstanceswhere an individual should properly report matters to outside bodies such asgovernment authorities or the police.

Cross References

Respectful Workplace Environment Policy Privacy of Personal Information Policy

Key Words Whistleblowing

of 6

Report allegation to immediate leader (If Professional Staff,

may choose to report to Chief of Staff)

VP HR and Support Services made known of allegation

If uncomfortable reporting allegation to immediate leader, Chief of Staff, report allegation directly to VP HR and Support Services

VP HR and Support Services oversees the investigation and

responds

If uncomfortable reporting allegation to immediate leader, Chief of Staff, VP HR and Support Services, report allegation to President and Chief Executive Officer (CEO)

If uncomfortable reporting allegation to Hospital staff, report allegation to Chair of Audit Committee

Circumstances dictate to report allegation to outside bodies (government authorities, police)

President and Chief Executive Officer (CEO) oversees the investigation and responds

Chair of the Audit Committee oversees the investigation and

responds

Outcome

If staff, volunteer, Board member, affiliated individual has concerns with outcome, matter may be raised in writing to Chair of the Board of Directors.

Allegations of improper/unethical behaviour or activity By staff, volunteer, Board member, affiliated individual

november 26, 2019 open session board of directors meeting · 2019-12-20 · board of directors...

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