Good Governance Guides

Good Governance Guide: No 2.1

Category: Orientation
Subject: Induction / Orientation
Source: Chartered Secretaries Canada

A Director’s manual is useful to orient new Directors and to keep existing Director’s informed of policies and other resource materials. Contents might include, but not be limited to the following:

1. The Organization / Association / Corporate Entity

• Company history, mission statement and current business plan
• Incorporation documents and by-laws
• Key strategic partnerships and customers
• Strategic Plan, Business Plan – Program & Financial
• Organizational Structure
• Governance Committee Structure
• Executive biographies
• Senior Management Staff Structure

2. Board Organisation/Operations

• Current Directors and biographies
• Board Constitution, Charter, By-laws and approved policies
• Roles and responsibilities of the board and individual directors
• Board Committees, mandates (Terms of Reference) and current membership
• Calendar of meetings for Board and Committees
• Meeting agendas and minutes
• Work / Action plans
• Director Compensation and Reimbursement
• Selection criteria for Board Members
• Confidentiality and Insider Trading (Conflict of Interest Rules)
• Liability and Indemnification Insurance Coverage
• Board Effectiveness Evaluation Process
• Expense Guidelines