Board Roles and Responsibilities

1 Overview

The Board of Directors (the Board) are appointed by the government of British Columbia and will cease to hold office if no longer an employee or at the will of the employer.

The role of the Board is to provide leadership and oversight of the activities of the Provincial Employees Community Services Fund (PECSF also known as the Fund). The Board represents the interests of employees, charities, and the broader community.

In providing leadership the Board will work with staff and stakeholders in setting goals and objectives, reviewing outcomes, and monitoring and evaluating overall performance.

In providing oversight the Board will rely on adherence to a budget and will ensure that the Fund follows best practices in dealing with donors, charities and in utilizing staff and volunteers. The board will set operational policies but will not be involved with day-to-day decisions.

2 Key Duties of the Board of Directors

2.1 Fiduciary Duty

Directors have a fiduciary duty to act on behalf of, and solely in the interest of the Fund. Directors have the obligation to avoid situations in which their own personal interests are put above – or even seen to be put above – those of the Fund. Directors cannot use their positions for their own benefit.

Directors must ensure that PECSF funds are controlled, accounted for and well managed by embracing these principles:

• Funds are managed with the best interest of the beneficiaries (the charities) in mind and in accordance with rules set out in the Trust Agreement.
• Funds are disbursed to charities in accordance with the wishes of the donors and in keeping with the overall PECSF goals as a charitable trust.
• Funds are handled properly and honestly.

2.2 Financial Management

The Board shall approve a PECSF budget by the end of March each year based on anticipated administrative costs and funding expectations from government. The Board shall approve the draft audited financial statements for presentation to the BC Public Service Agency. The Board shall recommend the appointment of the Fund’s auditor. The Board shall ensure that the Fund has adequate accounting systems and procedures with appropriate internal controls.

2.3 Duty of care and diligence

Directors will act with care and diligence by:

• Supporting the Fund’s goals and objectives;
• Exercising critical judgment on policy matters;
• Supporting the decisions of the Board once a matter has been debated and resolved;
• Committing to a good attendance record at Board and Committee meetings;
• Declaring conflicts of interest – real, potential or perceived;
• Ensuring that Board deliberations, discussions with staff, and disclosure of information from other sources are governed by strict standards of confidentiality;
• Respecting the distinct and separate roles of governance and administration, and
• Promoting openness, fairness, and transparency in the conduct of PECSF activities.

2.4 Establishing Expectations

Directors must make collective decisions in the context of the Fund’s mission and focus on what will best help the Fund achieve that mission. Directors are expected to engage in dialogue about policy. Directors approve all strategic program goals and objectives.

2.5 Monitoring Achievement of Results

The Board must ensure that monitoring and evaluation processes are in place to determine if program objectives are being achieved.

2.6 Ensuring that the Fund is Effective and Efficient:

The Board must assure itself that procedures are in place to make effective and efficient use of resources.

3 Conflict Of Interest Guidelines

Fiduciary duty to an organization requires that the interests of that organization come first. Almost inevitably, however, a board member’s other involvements – business interests, family relationships, political or charitable interests – may make it difficult or even impossible to provide disinterested advice to the organization at all times. Conflicting loyalties of this sort – especially those that involve financial interests – may create conflicts of interest.

Fund’s board members are active in the life of their communities. When potential conflicts-of-interest or the appearance of such conflicts arise it is the Fund’s policy to deal with them swiftly, openly, and fairly.

Any Director, who is knowingly aware that she/he may benefit or has a relative who may personally benefit directly from a grant, contract or purchase order or her/his professional organization or voluntary association may benefit directly from a grant, contract or purchase order, must declare a conflict of interest before discussion begins. Potential and actual conflicts of interest should be stated and discussed at the outset of each meeting. Directors who declare a conflict of interest may be asked to refrain from participating in the discussion of any grant, contract or purchase order proposal and contracts and must refrain from voting on the grant proposal.

4 Board Composition

The PECSF Trust Agreement specifies that there must be 5 persons on the Board who must be active employees of the Province of BC. The Head of the BC Public Service Agency is the Chair of the Board unless she delegates that responsibility. The Board has been appointed based on the following roles.

5 Administrative Guidelines

5.1 Board Meetings

The Board will meet no fewer than 4 times a year.

5.2 Quorum

A minimum of three Board members are required for a quorum.

5.3 Board Minutes

Board minutes will be provided to PECSF staff and on a request basis to employees and charities.