YMCA_Governance_Guidelines.pdf - YMCA OF GREATER TORONTO...

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1 YMCA OF GREATER TORONTO GOVERNANCE GUIDELINES Updated December 2018
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2 Table of Contents Introduction Governance Philosophy and Principles Terms Used in the Guidelines 1. Purpose and Scope 1.1 Purpose 1.2 Scope 2. Mission, Vision, Values 2.1 Mission, Vision, Values 2.2 Strategic Plan 2010-2020 “Strong Start Great Future” – Executive Summary 3. By-laws 3.1 By-law No. 9 3.1.1 Indemnity of Directors and Officers 3.2 By-law No. 12 4. Board Composition and Selection 4.1 Board Size and Selection of Directors 4.2 Board Chair Selection Criteria 4.3 Vice-Chair(s) Selection Criteria 4.4 Independence of Directors 4.5 Director Recruitment, Orientation and Development 4.6 Term of Appointment 4.7 Resignation of Directors 5. Responsibilities of the Board 5.1 Board Mandate 5.2 Responsibilities of Individual Directors 5.3 Responsibilities of the Chair of the Board 5.4 Responsibilities of Vice-Chair(s) 5.5 Role of Committees of the Board 5.6 Responsibilities of Committee Chairs
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3 Table of Contents cont’d 6. Functioning of the Board 6.1 Number and Schedule of Meetings 6.2 Agenda 6.3 Distribution of Materials 6.4 Attendance 6.5 Independent Sessions 6.6 Access to Management and Advisors 7. Board Operating Guidelines 7.1 Asset Protection 7.2 Conflict of Interest 7.3 Confidentiality and Privacy 7.4 Diversity and Social Inclusion 7.5 Ethics Reporting 7.6 Non-Partisan Activity 7.7 Philanthropic Activity 7.8 Communications Protocol 7.9 Decision-making Delineation 8. Board Evaluation and Compensation 8.1 Annual Performance Evaluation 8.2 Compensation Reimbursement for Expenses 9. Managing Policies and Guidelines 9.1 Review of Policies and Guidelines 9.2 Amendment and Waiver 9.3 Contacts and Other Resources 10. Appendices A. Board Chair Succession Themes 2016 - 2025 B. Terms of Reference for Board, Individual Directors, Board Chair C. Terms of Reference for CEO D. Terms of Reference for Board Committees E . Board Evaluation and Director Peer Feedback Forms
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