Royal Botanical Gardens Board Governance Review Presented to the - - PowerPoint PPT Presentation

Page 1 Page/1

Royal Botanical Gardens Board Governance Review

Presented to the Halton Region by: Ruth Lee, Chair, RBG Board of Directors Mark Runciman, Chief Executive Officer

January 10, 2018

Page 1 Page/2

AGENDA

• 1. Rationale for Change
• 2. Overview of RBG’s Current Governance

Structure

• 3. Proposed Changes to Board Size &

Selection Process

• 4. How Accountability will be Delivered

Back to Stakeholders

• 5. Timelines & Next Steps

Purpose of Today’s Presentation

Page 1 Page/3

Royal Botanical Gardens - 101

• Canada’s largest botanical garden on the

basis of the size of lands: 1,100 hectares or 2,700 acres

• Dedicated to connecting people and nature
• Using expertise in horticulture,

conservation, science & education, and unique gardens, facilities and natural lands, to inspire and nurture peoples’ commitment to the environment.

• A self-governing charity that owns its own

lands and buildings

Page 1 Page/4

RBG by the Numbers

• 500,000 visitors/yr to gardens and trails
• 16,860 members
• 250 acres of cultivated gardens over four

areas

• 42 living plant collections, including 202,362

specimens in 12,789 taxa

• 1,499 individual lilacs spanning 35 species

and 542 cultivars

• 2,450 acres of natural lands
• 31 trails over 27 kilometres
• 1,160 wild plant species, over 50 species-

at-risk, more than 200 bird species

• 60,000 plant specimens in herbarium

Page 1 Page/5

RBG by the Numbers

In 2016: Board of Directors 19 Staff - Winter 132 Staff - Summer 233 Volunteers 1019 (as of Q3 2017) Total Revenue $15,744,731 Self-Generated Revenue $7,929,128 OMTCS Operating Grant $4,036,000 Other Government Grants $2,368,303 Total Expenses $15,706,615 Net Position $38,116 Net Assets at Year End $8,124,509

Page 1 Page/6

• Despite recent success, there is a need for

the organization to continue to evolve.

• RBG’s 2014 Strategic Review included a

number of strategic goals from improving guest experience and financial sustainability to environmental leadership and governance.

• Seeking feedback from our key partners

related to proposed changes to RBG’s Governance.

Need for RBG to Continue to Evolve

Page 1 Page/7

In 2016, the Board completed a review of key components of its governance and Board effectiveness, and formally agreed to a general path forward. This included a number of actions related to the Board of Directors including:

• Re-defining the structure and

composition of the Board of Directors.

• Transitioning from a Management Board

to a Governance Board.

• Establishing a succession plan in place

for critical management and Board positions.

Governance Review

Page 1 Page/8

The Legislation governing RBG is a stakeholder focused Board, meaning it prescribes a certain allotment of representatives from each key stakeholder.

Current Governance Structure

Maximum Possible Board Compliment (Current Allowance) Allowance Current # City of Hamilton

(formerly The Regional Municipality of Hamilton Wentworth)

6 3 Regional Municipality of Halton 3 5 Lieutenant Governor in Council 2 2 Governor in Council 2 2 President of McMaster University 1 1 President of RBG Auxiliary 1 1 RBG Appointees 9 5 TOTAL 24 19

Page 1 Page/9

Legislation governing the RBG is permissive in that each of the stakeholder groups can, but are not required to fill all the Board’s vacancies Rationale for change

• The RBG’s governance structure has been

functioning; however a series of reports have raised concerns related to:

• Board size (i.e. participation levels and

decision-making); and

• Ensuring Board core competencies
• Not in keeping with governance best

practices. RBG Board of Directors unanimously agree this is an issue that needs to be addressed.

Page 1 Page/10

.

Proposed Changes to Board Size

• Diversity of candidates and participation of the

various partners is a strength of the

• rganization.
• Not proposing changes to participation of key

partners, instead seeking through next cycle with partner cooperation to reduce the Board complement and provide some flexibility:

Proposed Board Complement (Maximum – Current) City of Hamilton 2 (6-3) Regional Municipality of Halton 2 (3-5) Lieutenant Governor in Council 2 (2-2) Governor in Council 2 (2-2) President of McMaster 1 (1-1) RBG Auxiliary / Volunteerism Leader 1 RBG Appointees 1* (9-5) TOTAL 10-12 (24-19)

• Partner organizations

would not be restricted on their allotment, instead it would be an informal agreement

Page 1 Page/11

Proposed Changes to the Board Selection Process

• Goal not to replicate the technical skills of

staff, but instead provide the organization with complementary experience to ensure good management governance.

• The following priority skills or core

competencies have been proposed as necessities for the Board:

• Community Engagement / Public Relations
• Financial Acumen
• Fundraising and Development
• Human Resources and Performance Evaluation
• Not for Profit / Governmental Agency

Governance

• Government Relations / Public Administration
• Organization Effectiveness
• Risk Management
• Strategic Thinking

.

Page 1 Page/12

Proposed Changes to the Board Selection Process

• Further, commitment to a Board composed
• f people with the relevant blend of differing

skills, experience, backgrounds, age, gender and perspectives that reflect the diversity of the people we serve. .

Page 1 Page/13

Proposed Board

• f Directors

Referral Process

• RBG with its partners would establish an
• ngoing Director databank of potential

candidates who meet the core competencies agreed upon.

• When vacancies appear on the Board, RBG

would establish a process with its partners to vet candidates and make recommendations based on current Board needs.

• Led by RBG’s Governance Committee which

would be continually assessing the needs of the Board and vetting potential candidates.

• Partner organization would retain final

decision on appointment(s). .

Page 1 Page/14

Proposed Changes to Communication

• Ensure we continue to have strong

connections with our partner organizations.

• Propose a liaison group between the partner
• rganization and RBG (including the CEO,

key staff member, the Board Chair, the Chair

• f the Governance Committee and others as

necessary) to meet at least on an annual basis.

• The liaison committee would ensure timely

updates on issues related to:

• RBG’s financial condition and highlights;
• Benefits stakeholders realize from their

investment in the RBG;

• Governance and strategy highlights
• Challenges being addressed; and
• Future priorities..

Page 1 Page/15

Proposed Changes to Communication

• RBG with its partners would establish an
• ngoing Director databank of potential

candidates who meet the core competencies agreed upon.

• When vacancies appear on the Board, the

RBG would establish a process with its partners to vet candidates and make recommendations based on current Board needs.

• Led by the RBG Governance Committee

which would be continually assessing the needs of the Board and vetting potential candidates. .

Page 1 Page/16

Accountability

To Key Stakeholders

Past Practice

• Reliance on Structure
• Representation on RBG Board
• Inconsistent Board member

engagement

• Inconsistent Stakeholder Reporting
• Inability to Build optimal team of

Directors

Page 1 Page/17

Accountability

To Key Stakeholders

Going Forward

• Reliance on process vs. structure
• More rigorous Board recruitment
• Focus on needed skills, experience
• More meaningful stakeholder reporting
• Consistent
• Comprehensive
• Relevant
• Timely

Page 1 Page/18

Next Steps

• Need feedback from partners on potential

concerns and recommended amendments.

• Changes will not be moved forward without

agreement.

• Current goal is to take the appropriate steps

to obtain Board structural changes by April / May 2018 to be in advance of the next major round of Board appointments.

Page 1 Page/19

Thank you for your consideration