BOARD OF DIRECTORS

Assessment & Appraisal Process

To ensure that it continues to function effectively, the CARA Board monitors its own performance and that if its sub-committees and individual directors by conducting a formal assessment on an annual basis. Through publication of the Annual Report, the Board reports to CARA members and external stakeholders on its activities and overall performance.

Performance assessment

It is best practice for the Board, its sub-committees and individual directors to be periodically assessed in terms of their effectiveness in carrying out their responsibilities. The quality of the assessment, and the way in which findings are subsequently acted upon, will contribute to the Board’s ability to continually improve its performance. As long is the process is transparent and the findings are made available to CARA members, self-assessment against planned targets is a legitimate and accepted methodology.

There are two fundamental issues for the Board to address when assessing its performance:

  1. Is the Board satisfied that it has effectively discharged its responsibilities as set out in its mandate?
  2. What suggestions do directors, management and others have that would enable the Board to improve its operating efficiency and effectiveness?

When the Board evaluates its qualifications and performance, it should consider the specific skills required for the Board, its sub-committees and individual directors. In its assessment, the Board should determine the extent to which those skills exist and whether they have been properly exercised or if there is a need to address the Board’s talent needs. For example, new directors with required experience and expertise might need to be recruited to succeed directors whose terms are coming to an end. Continuing directors’ skillset may need to be addressed through a training and development programme.

Performance appraisal

Performance appraisal may seem daunting or even off-putting, but as ‘guardians’ of the Association, the Board has a responsibility to ensure it is working effectively as a team and continues to be capable of meeting the demands of the role.  Indeed, whether the Board appears to be functioning relatively smoothly or has already identified issues to be addressed, it is always worthwhile taking time to review performance. To do so, the CARA Board uses a simple but effective self-evaluation, which is attached as Annex A. Evaluation is informed by the Board’s Terms of Reference but also by the roles and responsibilities of individual directors, which are attached as Annex B. Finally, the Board reviews its performance (and that of the entire organisation) against the objectives and KPIs of the latest strategic and operational plans.

   

BOARD SELF-ASSESSMENT

A tool for improving the governance practices of CARA[1]

Guidelines on how to use the self-assessment tool

  1. This tool is designed to be used as an annual Board evaluation. It seeks to help directors answers the question “what are we as a Board now doing well and what can we do better?”

  1. This annual exercise is coordinated by the Vice President. Once completed, sections A, B and C should be passed to the Vice-President who will collate the data and summarise in a Board paper, circulated ahead of a Board discussion. This discussion should not take place at the same time of year that the Board is conducting the Executive Director’s annual appraisal or preparing for the AGM and therefore is scheduled to take place in September (data collection) and October (Board discussion). A record should be made of this discussion and of the agreed actions for improving or amending Board performance. This will give the Board the necessary information for reflecting on its progress at its next annual evaluation.

  1. Section D (performance of individual directors) provides an opportunity for board members to personally reflect on their own performance. Once completed, this portion of the assessment should be retained by each director, although individuals may feel comfortable sharing their overall rating for this section, perhaps identifying and committing to an area for personal improvement.

  1. Section E seeks to provide feedback to the President in his/her capacity as Chair of the Board of Directors. Once completed, this page should be separated and submitted to the President who, in the spirit of transparency and collective learning, may wish subsequently to share an overview of their own assessed performance with the Board.

  1. The rating scales at the end of each section as intended as a rough interpretation of the results and the self-assessment is best used to stimulate reflection and discussion.

  1. Section C (relationship with the Executive Director) is not intended as an evaluation of the Executive Director’s performance but rather an evaluation of the quality of the Board’s relationship with the Executive Director, as judged by the Board and the Executive Director.

BOARD SELF-ASSESSMENT

A tool for improving the governance practices of CARA

Director’s name __________________

For period from ________ to ________

Questions should be answered by all directors. When completed individually the results of Sections A, B and C should be compiled, shared and discussed by the entire Board to determine an average group answer to each question and an overall section rating. Section D should be answered by Directors alone but not shared with the group. Sections A, B and C should also be completed by the Executive Director. This questionnaire also includes Section E, which provides feedback to the President.

SECTION A: HOW WELL HAS THE BOARD DONE ITS JOB?

Circle the response that best reflects your opinion. The rating scale for each statement is:  Strongly Disagree (1); Disagree (2); Maybe or Not Sure (3); Agree (4); Strongly Agree (5).

1

Our organisation operates with a strategic plan or a set of measurable goals and priorities.

1

2

3

4

5

2

The Board’s regular meeting agenda items reflects our strategic plan or priorities.

1

2

3

4

5

3

The Board has created or reviewed, in this period, some key governance job descriptions, for example, President, directors or sub-committees.

1

2

3

4

5

4

The Board gives direction to staff on how to achieve the goals by setting, referring to, or revising policies.

1

2

3

4

5

5

The Board has identified and reviewed the organisation’s relationship with each of its key stakeholders.

1

2

3

4

5

6

The Board has ensured the organisation’s accomplishments and challenges have been communicated to CARA members and key stakeholders.

1

2

3

4

5

7

The Board has ensured CARA members have received reports on how the Association has used its financial and human resources

1

2

3

4

5

My overall rating (add together the total of the numbers circled)

¨ Excellent (35-26)  ¨ Satisfactory (25-15)   ¨ Poor (14-7)

SECTION B: HOW WELL HAS THE BOARD CONDUCTED ITSELF?

Circle the response that best reflects your opinion. The rating scale for each statement is:  Strongly Disagree (1); Disagree (2); Maybe or Not Sure (3); Agree (4); Strongly Agree (5).

1

As directors we are aware of what is expected of us.

1

2

3

4

5

2

The agenda of Board meetings are well planned so that we are able to get through all necessary business.

1

2

3

4

5

3

It seems like most directors come to meetings prepared.

1

2

3

4

5

4

We receive written reports to the Board in advance of our meetings.

1

2

3

4

5

5

All directors participate in important Board discussions.

1

2

3

4

5

6

We do a good job encouraging and dealing with different points of view.

1

2

3

4

5

7

We all support the decisions we make.

1

2

3

4

5

8

The Board assesses its composition and strengths in advance of recruiting new directors.

1

2

3

4

5

9

The Board assumes much of the responsibility for director recruitment and orientation.

1

2

3

4

5

10

Directors have some interaction with external stakeholders at Board meetings, i.e. guests, or between meetings.

1

2

3

4

5

11

We understand CARA’s financial position and reporting.

1

2

3

4

5

12

Decision-making is always clear and transparent.

1

2

3

4

5

My overall rating (add together the total of the numbers circled)

¨ Excellent (60-50)  ¨ Satisfactory (49-35)   ¨ Poor (34-12)

SECTION C: BOARD’S RELATIONSHIP WITH THE EXECUTIVE DIRECTOR

Circle the response that best reflects your opinion. The rating scale for each statement is:  Strongly Disagree (1); Disagree (2); Maybe or Not Sure (3); Agree (4); Strongly Agree (5).

1

There is clear understanding on most matters where the Board’s role end and the Executive Director’s begins.

1

2

3

4

5

2

There is good two-way communication between the Board and the Executive Director.

1

2

3

4

5

3

The Board trusts the judgement of the Executive Director.

1

2

3

4

5

4

The Board provides direction to the Executive Director by setting and reviewing policies.

1

2

3

4

5

5

The Board has discussed and communicated the kinds of information and level of detail it requires from the Executive Director.

1

2

3

4

5

6

The Board has developed formal criteria and a process for evaluating the Executive Director’s performance.

1

2

3

4

5

7

The Board, or a committee of the Board, has formally evaluated the Executive Director’s performance within the past 12 months.

1

2

3

4

5

8

The Board evaluates the Executive Director’s performance primarily on the accomplishment of the organisation’s strategic goals and priorities and adherence to policy.

1

2

3

4

5

9

The Board provides feedback and shows its appreciation to the Executive Director on a regular basis.

1

2

3

4

5

10

The Board ensures the Executive Director is able to take advantage of professional development opportunities.

1

2

3

4

5

My overall rating (add together the total of the numbers circled)

¨ Excellent (40+)  ¨ Satisfactory (39-25)   ¨ Poor (24-10)

SECTION D: MY PERFORMANCE AS A DIRECTOR (NOT TO BE SHARED)

Circle the response that best reflects your opinion. The rating scale for each statement is:  Strongly Disagree (1); Disagree (2); Maybe or Not Sure (3); Agree (4); Strongly Agree (5).

1

I am aware of what is expected of me as a director.

1

2

3

4

5

2

I have a good record of meeting attendance.

1

2

3

4

5

3

I read the minutes, reports and other materials in advance of our Board meetings.

1

2

3

4

5

4

I am familiar with what is in the Association’s by-laws and governing policies.

1

2

3

4

5

5

I frequently encourage other directors to express their opinions at Board meetings.

1

2

3

4

5

6

I am encouraged by other directors to express my opinions at Board meetings.

1

2

3

4

5

7

I am a good listener at Board meetings,

1

2

3

4

5

8

I follow through on things I have said I will do.

1

2

3

4

5

9

I maintain the confidentiality of all Board decisions.

1

2

3

4

5

10

When I have a different opinion than the majority, I raise it.

1

2

3

4

5

11

I support Board decisions once they are made even if I do not agree with them.

1

2

3

4

5

12

I promote the work of CARA in the community whenever I have a chance to do so.

1

2

3

4

5

13

I stay informed about issues relevant to CARA’s mission and bring information to the attention of the Board.

1

2

3

4

5

My overall rating (add together the total of the numbers circled)

¨ Excellent (40+)  ¨ Satisfactory (39-28)   ¨ Poor (27-13)

SECTION E: FEEDBACK TO THE PRESIDENT, IN HIS/HER CAPACITY AS CHAIR OF THE BOARD

Circle the response that best reflects your opinion. The rating scale for each statement is:  Strongly Disagree (1); Disagree (2); Maybe or Not Sure (3); Agree (4); Strongly Agree (5).

1

The Chair is well prepared for Board meetings.

1

2

3

4

5

2

The Chair helps the Board stick to the agenda.

1

2

3

4

5

3

The Chair tries hard to ensure that every director has an opportunity to be heard.

1

2

3

4

5

4

The Chair is skilled at managing different points of view.

1

2

3

4

5

5

The Chair demonstrates versatility in facilitating Board discussions.

1

2

3

4

5

6

The Chair knows how to be direct with an individual director when their behaviour needs to change.

1

2

3

4

5

7

The Chair helps the Board work well together.

1

2

3

4

5

8

The Chair demonstrates good listening skills.

1

2

3

4

5

9

The Board supports the Chair.

1

2

3

4

5

10

The Chair is effective in delegating responsibility amongst directors.

1

2

3

4

5

11

The Chair ensures the Board is aware of his/her CARA activities outside of our Board meetings.

1

2

3

4

5

My overall rating (add together the total of the numbers circled)

¨ Excellent (40+)  ¨ Satisfactory (39-28)   ¨ Poor (27-11)

© Non-Profit Sector Leadership Program, Dalhousie University

ANNEX B

GENERAL EXPECTATIONS OF THE CARA BOARD OF DIRECTORS

LEGISLATIVE REQUIREMENTS

In addition to the collective role of directors to manage or supervise the management of the affairs of the Association, each individual director of a not-for-profit corporation has various legal duties and obligations, which are set out in legislation (primarily the Not-for-Profit Corporations Act (2009) but also other statutes and regulations) or derive from the development of the common law through court decisions. In summary, the main legal duties of directors of a not-for-profit corporation are:

Fiduciary Duty

  1. A duty to exercise the care, diligence, and skill of a reasonably prudent person (also referred to as the duty of care); and
  2. A duty to act honestly, in good faith, and in the best interests of the organisations (also referred to as the fiduciary duty).

Duty to Avoid Conflicts of Interest

  1. Central to the fiduciary duty is the requirement to act in the best interests of CARA and to act “selflessly”, i.e. to subordinate personal interests, or any other interests, to those of the organisation, and to avoid conflicts of interest.
    1. A personal conflict of interest may arise between a director’s duty to CARA and their own self-interest, e.g. in cases where a director stands to gain from a proposed contract or activity.
    2. A conflict of duties may arise between duties that a director owes to CARA and to another organisation, e.g. where an individual is a director of two organisations that are involved in the same transaction, are competing to raise funds, or to deliver the same activity to the same audience.

Duty of Care

  1. A director has a duty to act in accordance with a minimum standard of care in discharging his or her responsibilities: the NFP Act provides that directors exercising their powers and discharging their duties shall “…exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”
    1. The standard of skill and diligence requires that directors devote the necessary time and attention to the affairs of the organisation or the matter at hand.
    2. In most cases, a director who acts honestly and meets the above standard of care will not be liable for simple errors in the application of business judgement.
    3. When applying the standard of care, the courts are generally concerned with the process followed to make a decision, rather than the results of the actual decision.
    4. Directors can delegate certain matters to management, and can engage advisors, and in doing so, are entitled to rely on management and advisors when it is reasonable to do so.

Duty of Skill

  1. Directors are required to use an appropriate degree of skill in carrying out their obligations. Generally, there is no minimum required level but where a director has a particular level of expertise, ability, education, or experience, he or she should employ these skills in a manner in which a reasonably prudent person would employ these skills in comparable circumstances.

Duty of Diligence

  1. The duty of diligence requires a director to be as fully informed as reasonably possible with respect all aspects of the organisation, including issues that affect the organisation and in their management of the affairs of the organisation, i.e. directors must be thoroughly familiar with and understand CARA’s mandate, purpose and policies; be aware of roles and responsibilities and what tasks are delegated and to whom; and to be informed on CARA’s operations.

Dissent

  1. Directors are entitled to dissent from any decision of the board and to have that dissent recorded. Under the obligations of the Canada NFP Act, a director may be deemed to consent to a resolution unless the director actively registers their dissent.

Duties Under Statute of Incorporation

  1. To comply with the corporate statute and its regulations.
  2. To comply with CARA’s articles and bylaws, and any unanimous member agreements.
  3. To verify the lawfulness of the articles and the purpose of corporation.

ASSOCIATION REQUIREMENTS

  • Prepare for, attend and participate in Board meetings on a regular basis and special events as able;
  • Uphold and promote the values of the Association in all professional and personal dealings;
  • Contribute to the development of strategy to ensure the future health and success of the Association;
  • Within reason, participate on a Sub-Committee, Working Group and/or Functional Committee as necessary;
  • Be alert to Association and community concerns that can be addressed by the Association’s mission, objectives and/or activities;
  • Help communicate and promote the Association, our mission and our activities to the wider research management community;
  • Become familiar with CARA’s finances, budgets and financial/resource needs; and
  • Understand and contribute to the development of the policies and procedures of the Association.

ROLE DESCRIPTIONS

Director

All Directors, irrespective of office or portfolio must adhere to the following duties and responsibilities.

Main Duties and Responsibilities

  1. Governance: Directors are responsible for governing the Association, supported by their secretariat (provided through the Executive Director). Directors are responsible for ensuring legal and regulatory compliance, developing and monitoring the Strategic Plan and approving the annual operational plan and budget. The Directors assess and manage risk through routine review and evaluation. They ensure financial probity through regular audit of financial activity and they appraise organisational performance, advising on good practice as appropriate.

  1. Management: Directors manage the process of recruiting the Executive Director and approve the appointment. Directors are official representatives of the Association, promoting CARA’s services, contributing to stakeholder activities, and using their networks to inform CARA business development and as a means of advocating for the profession. Directors lead and/or participate in the Board’s Sub-Committees and/or Working Groups as necessary.

  1. Operations: Directors maintain a high profile in the CARA community by participating in a variety of CARA initiatives; facilitate, moderate and catalyze discussions on relevant topics in the listserv and the LinkedIn group; promote CARA at their institutions and in their networks; attend the national and regional conferences, including the in-person executive meeting at the national conference; act as leaders at the annual conference by greeting other members at the CARA booth, the reception and the President’s Reception; and contribute to CARA’s professional development program by identifying and recruiting webinar presenters  and bringing forward topic suggestions.

Key Relationships

           

  • All other Directors;
  • Executive Director and staff;
  • CARA members;
  • Strategic and operational partners;
  • Media Partners;
  • Commercial stakeholders; and
  • Specialist Consultants.

President

Main Duties and Responsibilities

  1. Leadership: The President provides leadership to the Board of Directors, who set strategy and to whom the Executive Director is accountable. The President facilitates the Board’s role in strategic planning and, after developing the agenda with the Executive Director, he or she presides over the meetings of the Board. He or she also serves as the Association’s figurehead and chief advocate.

  1. Governance: The President helps guide and mediate Board actions with respect to organisational priorities and governance concerns. The President reviews with the Executive Director any issues of concern to the Association and presents to the Board accordingly for discussion and agreement. Through discussion and agreement with the Vice President, the President shares their portfolio responsibilities with the Vice President as appropriate.

  1. Management:  The President formally evaluates the performance of the Executive Director in his/her capacity as the Executive Director’s line manager. The President is also responsible for investigating any matters involving irregularities or suspected irregularities in the exercise of the activities of CARA. This can be delegated to the Executive Director, the Vice President or the Treasurer, as appropriate.

Vice President

Main Duties and Responsibilities

  1. Leadership:  The Vice President is responsible for the content of the annual conference including recruiting speakers, moderators, and poster authors. The Vice President also performs the President’s responsibilities when the President is unavailable. The Vice President also has a key role to play as one of the Association’s main advocates, attending and hosting events and meetings on behalf of the Association.

  1. Governance: Through discussion and agreement with the President, the Vice President shares some of the President’s portfolio responsibilities, as appropriate. The Vice President leads on the annual evaluation of the Board of Directors and more widely the Association’s performance in meeting the objectives of the Strategic Plan.

Treasurer

Main Duties and Responsibilities

  1. Financial Control: On behalf of the Board and in accordance with CARA’s various financial policies, the Treasurer works with the Executive Director to ensure the solvency of the Association, safeguarding assets and ensuring the effective and efficient use of resources. The Treasurer ensures the annual operating budget is prepared for Board agreement at the appropriate point in the annual budgetary cycle and that monthly management accounts are made available for Board scrutiny. In addition, working with the Executive Director, the Treasurer presents budget projections for subsequent years, reporting these to the Board on a regular basis.

  1. Financial Management: The Treasurer is responsible for presenting for agreement any significant variations from budgetary targets. The Treasurer is also responsible for ensuring appropriate procedures are in place for managing non-recurrent expenditure and that these procedures are followed. Working with the Executive Director, the Treasurer is responsible for ensuring the retention of financial documents as appropriate.

Member at Large

Main Duties and Responsibilities

  1. Leadership: Members at Large have a key role to play as some of the Association’s main advocates, including attending and hosting events, presenting webinars, chairing committees, leading special projects in support of the strategic plan implementation and educating members on programs and services on behalf of the Association.

  

In the event of inconsistency between the French and English version, the English language version shall prevail.

       

Approved by the CARA Executive Board: 6 May 2017