Corporate Governance

Position Of The Chairman

Position of the Chairman

JOB TITLE: Chairman of the Board of Directors
DEPARTMENT: Board of Directors
REPORTING TO: N/A
SUMMARY: Leads the Board of Directors in ensuring the stewardship of the Company in accordance with defined vision and mission and good governance principles.

Responsibilities and Expectations:

1. Leadership. Guides and directs the governance process, centering the work of the board on the organization’s mission, vision and strategic direction.
2. Agendas. Establishes agendas for Board meetings, in collaboration with the Corporate Secretary and CEO.
3. Meeting management. Presides over Board meetings in a manner that encourages participation and information sharing while moving the Board toward timely closure and prudent decision-making.
4. Committee direction. Appoints committee chairs and members, subject to Board approval. Works with committee chairpersons to align the work of committees with the vision and goals.
5. CEO relationship. Serves as the Board’s central point of official communication with the CEO. Develops a positive, collaborative relationship with the CEO, including acting as a sounding board for the CEO on emerging issues and alternative courses of action. Stays up-to-date about the organization and determines when an issue needs to be brought to the attention of the full board or a committee.
6. CEO performance appraisal. Leads the processes of CEO goal-setting, performance evaluation and compensation review, consistent with Board policy.
7. Committee attendance. Serves as an ex-officio member of all committees.
8. Board conduct. Sets a high standard for board conduct by modeling, articulating and upholding rules of conduct set out in board bylaws and policies. Intervenes when necessary in instances involving conflict-of-interest, confidentiality and other board policies.
9. Board learning and development. Leads the development of the board’s knowledge and capabilities by playing a central role in orientation of new board members, mentoring a chair-elect and providing continuing education for the entire board.
10. Succession planning. Participates in the recruitment and orientation of new board members and in the process of identifying candidates to serve as chairperson-elect.
11. Self-evaluation. Provides for an effective, objective board self-evaluation process and supports implementation of recommendations for improvement. Seeks feedback on his or her performance as chairperson.

Competencies and Expectations for BHL Board Chairperson:

1. Service in a leadership position of the board (e.g., committee chairman or Executive Committee member)
2. Demonstrated leadership and involvement in the community.
3. Respected by board members, the CEO and key stakeholders.
4. Ability to effectively lead the board in dealing with difficult issues.
5. Willing and able to commit time to leadership of the organization.
6. Ability to communicate, listen and seek others’ input.