Governance Task Force Subcommittee - Executive Summary by HC120808004544


									EXECUTIVE SUMMARY – Governance Task Force Subcommittee
Note: This a draft document that will be presented at the March 17, 2003 meeting of the
Governance Task Force. The opinions expressed are those of the subcommittee. It is being
published as background information for the Governance Survey of members that PEO.

                  The PEO Governance Task Force was charged with the task of defining the
                  roles and responsibilities of PEO Council, Committees and staff, and the role
                  of members and Chapters in the creation of strategic policy.

                  Effective governance has the following characteristics:
                   A clear definition of the roles of Council, Committees, the President and
                      the CEO/Registrar
                      A concisely defined goal
                   Clearly specifying who decides what with a supporting rationale
                   An effective process of delegation
                   An effective process of measuring and monitoring
                   Transparency in process and effective communications with members
                      and stakeholders

The Organizational context

                  The new roles and responsibilities of PEO Council, Committees and staff,
                  and the role of members and Chapters in the creation of strategic policy are
                  defined within the context of three organizational elements:

                     The PEO’s own principles of governance that describe how PEO will
                      manage and administer its affairs,

                     A proposed structure

                     The strategic policies created and owned by Council to regulate the
                      profession and govern the members of PEO, as required by the
                      Professional Engineers Act. One set of policies will define the
                      OBJECTS* to be achieved by PEO; and three additional sets will serve
                      to define the means to accomplish the OBJECTS

                  The integration of these elements will allow PEO to meet its Goal

The Goal of PEO is:
         “The public interest: well served by the engineering profession”

         * This term is interchangeable with the ENDS of an organization, as used by Carver in
         the Policy Governance model.

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                               Table 1 - The Principles of PEO Governance

         1. The purpose of PEO is defined in the principal and additional objects under the
            Professional Engineers Act, R.S.O, 1990, Chap. P. 28 (the Act)

         2. A member of PEO is deemed to be a shareholder. Members have been granted
            the privilege of self-regulation of the profession in the public interest.

         3. The goal of PEO is “The public interest: well served by the engineering

         4. Council is accountable to the members of PEO for both the governance and the
            management of PEO as specified in the Act within a prescribed Code of
            Conduct. The Attorney General may review, request and advise Council on
            matters related to the Act.

         5. The senior volunteer elected by the members as President of PEO is the Chair of

         6. The CEO/Registrar is the Chief Executive Officer of PEO and is accountable to
            Council for the administration of Act; the management and operation of PEO; and
            keeping Council well informed within a prescribed Code of Conduct.

         7. Council is responsible for determining and approving all policies of PEO except
            subordinated policies, which are the responsibility of the CEO/Registrar.

         8. Council delegates the responsibility to the Executive Committee to recommend
            Council’s priorities and establish policy-development priorities.

         9. Council structures Committees, Task Forces, and reporting relationships in a way
            that will best serve PEO to carry out its mandate. Work is delegated to:
             Council committees (e.g. governance, audit, nominating, regional councillors)
             Executive Committee (e.g. strategic policy) and
             CEO/Registrar for operational committees (e.g. ARC, ERC, Discipline,

         10. Council is responsible for conducting annual performance reviews of itself, the
             CEO/Registrar, all Committees and Task Forces and an annual review of their

         11. Council gives priority consideration (budget resources) to:
              the training/education and feedback to volunteers and staff;
              providing an effective orientation for all new members of Council; and
              educating members and stakeholders.

             *See structure approved in principle by Council Nov. 15/02.

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The Principles of PEO governance

                  The PEO Council has agreed to focus on strategic and monitoring policy
                  issues more than on operational and administrative matters.

                  An examination of this fundamental change reveals that Council will

                     Create strategic policy to clearly define both the OBJECTS of PEO, as well
                      as the Council’s means and the CEO/Registrar’s means to achieve them

                     Entrust to the CEO/Registrar the management of administrative/operational
                      matters that will make it possible to achieve the OBJECTS of PEO; and,
                      most important of all,

                     Commit to complement but not interfere with each other’s work, and be

                      This last consideration is essential for integrating the separate roles and key
                      to .the success of complementary governance

             To aid Council, the CEO/Registrar, the President and the Executive Committee in
             this new approach a set of governance principles were synthesized as shown in
             Table 1.

The PEO structure

                  The principles of PEO governance define the accountability of the members,
                  Council, the committees, the President and the Registrar, as well as the
                  structure to integrate their functions. Figure 1 shows how they are linked.

Roles and responsibilities

                  The roles and key responsibilities of individual positions and Committees
                  shown in the structure of Figure 1 are described below, with due reference to
                  the legal foundations and the PEO governing principles on which these are

                  Please note. Each position and Committee in the structure of Figure 1 is
                  associated with one or more governing principles. In order to better integrate
                  these elements, the associated principles (from Table 1) should be read in
                  their entirety before proceeding to read the role and main responsibilities.

Members/ Chapters - Principles # 2 and 3

                     Engineers acquire their membership and the status of shareholders in
                      PEO through licensure, per sections 5.(1) and 49 (2) of the Act,
                     Members hold PEO in trust to enhance the public well-being.
                     In order to support self-governance and self-regulation of the
                      profession, PEO members provide the volunteers to serve on Council

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                        and PEO committees, input to create Council policies and the
                        resources for their implementation.

Figure 1- PEO Committee Structure

                  Chapters                         COUNCIL

                                                EXECUTIVE                                    CEO/
                                                COMMITTEE                                  REGISTRAR

            *                                        **                         ***
         Advisory ...on Committees                   Government Affairs        Academic Requirements

                                                                              Experience Requirements
                Audit                                 Professional Practice
           Fees Mediation                              Environment
                                                                                 ons Review
         Central Nominating                            Enforcement                   Requiremts
                                                                                Consulting Eng. Desig.
         Regional Nominating
             Awards                                  [Policy]… Task Force
          Regional Congress
                                                     [Policy]… Task Force         Complaints Review



    *    These Committees report directly to Council,                          Joint Mgmt Bd-OACETT
         and include the Audit /Monitoring Committee
    **   The Executive Committee reports to Council and                          Education
         co-ordinates the work of Committees and ad-hoc
         Task Forces that help Council create strategic
                                                                                   Fee Schedule
                                                                               Women in Engineering
    *** The CEO/Registrar reports to Council and co-
        ordinates the work of Operational Committees                            Advisory on Salaries
        (Legislated, Regulated and Appointed).
                                                                                   Joint Practice
                                     [Principles #4, 5, 7, 9]                      BdPractice Bd
                                                                                 Annual Conference

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Council - Principles # 4, 7, 9, 10 and 11

                  Act 3(1): ‘The Council of the Association is continued and shall be the
                            governing body and board of directors of the Association and shall
                            manage and administer its affairs’                          and

                  Council GOVERNANCE POLICY GP-2A ‘The job of Council is to clearly define
                  the nature of PEO’s contributions to sustain and enhance the well being of the
                  people of Ontario and to assure that the means are available for it to occur.
                  The Council’s specific contributions are unique to its trusteeship role of
                  managing the resources provided by PEO members and necessary for proper
                  governance and management’                                            and

                  The nature of Council’s key responsibilities is fiduciary, strategic, managerial
                  oversight, and internal development and assessment (monitoring and

                     Strategic planning for the organization
                     Management effectiveness and succession –Maintaining fiscal
                     Communication with members and key stakeholders
                     Internal control and management information systems – Establishing and
                      monitoring governance processes and approving standards and guidelines
                     Internal development and assessment –Evaluation.

The President - Principle # 5

                     GOVERNANCE PROCESS policy GP-2BC.
                      ‘The President, as Chair of the Council, assures the integrity of the
                      Council’s process, and represents the Council to outside parties. The
                      President is the only Council member authorized to speak for the Council
                      …with the federal and provincial governments, universities, industry and all
                      external stakeholders, other than in specifically authorized instances’

                     The President ensures that the Council’s behaviour is consistent with its
                      own policies and rules and those imposed by the Act, the Regulations and

                     In chairing Council and Executive Committee meetings the President
                      ensures that discussion content will only be those issues, which, according
                      to Council policy, clearly belong to the Council to decide, not the

                     The President may provide guidance to the CEO/Registrar on
                      operational matters, but has no direct authority.

Committees - Principle # 9

                     The committees that are specified in the Act to conduct regulatory
                      functions are referred to as legislated committees. Those specified in
                      Regulation 941 are referred to as regulated committees
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                     By-law No. 1, section 30 enables Council to appoint additional
                      committees to assist in the management of the affairs of the association.

                     In principle, the only standing committees of PEO should be those
                      required to carry out the regulatory functions, as specified in the
                      Professional Engineers Act and Regulation 941, and those required by
                      Council to fulfill essential ongoing governance functions (such as Audit or
                      Nominating Committees)

                     Council may appoint task forces for specific tasks; Council will in these
                      cases define the objectives, approve the terms of reference and set the
                      timetable. When the task is complete, or Council so decides, Council will
                      stand down the task force.

Committees reporting directly to Council – Principles # 9 and 10

                  These committees help the Council do its job; and will only help or advise
                  the CEO/Registrar if so asked and with Council’s prior permission.

                  These Council committees will:
                   Identify, select and recommend to the Chairs the names of volunteers to
                     serve on Committees and Task Forces –Advisory Committee on

                     Provide monitoring and audit reports –financial and operational– based on
                      Council’s evaluation criteria for success in the OBJECTS and Strategic
                      Plan –Audit.

                     Provide input in the policy generation and strategic planning process –
                      Regional Congress.

                     Identify and encourage well qualified members from a broad spectrum of
                      age and experience to run for election to Council –Nominating/Search

Executive Committee and Strategic Policy Committees/Task Forces – Principles #8 and
             Act 11. ‘The Council may delegate to the Executive Committee the authority to
             exercise any power or perform any duty of the Council other than to make,
             amend or revoke a regulation or a by-law

                  The Committees in this group, including the Executive and Task Forces,
                  report to Council through their respective Chair.

                  The Executive Committee is chaired by the President of PEO and:

                     acts on behalf of Council between meetings but does not replace Council;

                     supports, but does not replace, the CEO/Registrar;

                     sets priorities and co-ordinates the work of Committees and ad-hoc Task
                      Forces that help Council create strategic policy and the Strategic Plan;

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                     advises the Council on all financial matters, including, without limitation,
                      investments, budgets, capital requirements, income, expenditures,
                      salaries, reserves and contingencies or extraordinary expenses, both for
                      current and future operations; and

                     advises Council on matters relative to CCPE, the Society (OSPE), the
                      Consulting Engineers of Ontario, and the Council of Ontario Deans of
                      Engineering whose activities have some impact on the PEO.

                  The Strategic policy Task Forces will carry out, with help from staff, the analysis
                  and development of strategic policy for consideration by Council in both
                  regulatory and governance matters.

                  The definition of responsibilities of the Government Affairs, Professional
                  Practice, Environment, and Enforcement committees within the new
                  governance framework of PEO will be the subject of further review following
                  a series of interviews with the Chairs of these committees. .

CEO/Registrar and Operational Committees- Principles #6 and 9
              The CEO/ Registrar
               is the Chief Executive Officer of PEO; all PEO staff report to the
               is accountable to Council for the management and operation of PEO;
               is responsible for determining all administrative policies of PEO;
               sets priorities and co-ordinates the work of the Operational Committees,
                 including the production of operational policies; and
               translates Council’s OBJECTS and the Strategic Plan into an
                 Operational Plan and a budget.

                  The CEO reports directly to Council. All volunteers –including Councillors-
                  report to the CEO/Registrar while serving on Operational Committees.

Staff structure- Principles # 6, 9 and 10.

                  PEO Staff will operate within a structure that is determined by the
                  CEO/Registrar. The structure will serve the purpose of accomplishing
                  effectively and efficiently the Objects set by PEO Council and the resulting
                  Strategic Plan.

PEO Strategic Policy Generation

                  The PEO governing principles assign to Council the responsibility for
                  determining all strategic and monitoring policies of PEO. In fact, Council’s
                  main instruments for carrying out these tasks are its strategic policies.

                     A first set of Council policies, to be crafted in consultation with members
                      and the Chapters, define the OBJECTS to be achieved by PEO.

                     Two additional sets of policies define Council’s own GOVERNANCE
                      these are Council’s means to achieve the OBJECTS

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                     A fourth set defines the OPERATIONAL PARAMETERS, which
                      constitute the means given by Council to the CEO/Registrar to achieve
                      the OBJECTS. This set determines the boundaries for the
                      CEO/Registrar’s conduct of operational matters. They are a combination
                      of constraints and directions stating, respectively, what is not acceptable
                      to Council and how Council wishes the CEO/Registrar to co-operate with

                      Council’s                                                     PEO Objects
                                       GOVERNANCE                 OBJECTS
                                      PROCESS policies            policies


                                     COUNCIL –                    OPERATIONAL
                                     REGISTRAR                    PARAMETERS
                                     LINKAGES policies               policies
                       Council’s                                                      Registrar’s
                        means                                                           means

                                  Figure 2 – Council Strategic Policies

                  Figure 2 shows the Council policies, which integrated with the governance
                  principles and the structure, aim to meet the Goal of PEO:

               “The public interest: well served by the engineering profession”`

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