Tips for New Trustees & Directors


1. Be a knowledgeable director. 

Your responsibility for learning is on-going.
  • Participate in the board orientation session.
  • Acquire a "resources” binder that you can add to from time to time.
  • Ensure that you understand your fiduciary duties and the standard of care that is expected of you.
  • Have a good general knowledge of the legal framework within which your organization operates.
  • Acquire information about your organization. 
  • This can be done by acquiring and reviewing the following documents:
    • Annual reports
    • Internal and/or external reviews, reports or newsletters
    • Organizational charts
    • Strategic plan
    • Mission, vision and value statements
    • Accountability statement (if one has been developed)
    • Acquire a good working knowledge of issues that have faced the board – consider reviewing last year’s board minutes.
    • Request orientation to the committee to which you are assigned. Review committee minutes for the last year if you are new to the committee.
    • Be aware of the general industry environment (note articles of relevance to your organization).
2. Understand the rules that govern the corporation and their order of precedence:
  • Legislation
  • Letters Patent
  • By-laws
  • Board Structures (committee structures, officers and their role)
  • Governance Policies:
    • Conflict of Interest
    • Board Code of Conduct
    • Confidentiality
    • Whistleblower
    • Gift Policies
    • Open Board Meeting Policies
    • Meetings without Management Policies
    • Expense Reimbursement Policies
  • Rules of Order
  • Corporate Policies and Practices
3. Ensure that your behavior contributes to effective governance:
  • Understand and adhere to rules of fiduciary conduct.
  • Ensure that you have reviewed all of the board’s policies that support board behaviour.
  • Understand how the board governance structures contribute to effective governance and respect those processes.
  • Work to develop a good understanding of the distinction between management and governance and appropriately maintain your "governance” role.
4. Maintain a commitment to continuous improvement:
  • Take responsibility for on-going self-education.
  • Attend appropriate educational conferences that will provide further knowledge and skills to support you in your role.
  • Be self-critical and monitor your contribution to the board.
  • Ask another board member to give you constructive feedback on your board participation.
  • Develop a relationship with the board chair and use that as an opportunity to develop your personal skills, and to find a way to effectively contribute to the board.
  • Acknowledge your obligation to contribute.
  • Consider the roles you would like to perform that would allow you to contribute your skills and expertise, and develop a list of things you should do to perform those roles.
5. Participate constructively:
  • Recognize the importance of meetings. 
  • The board is a collective and only come together when it meets.
  • Properly prepare for meetings. Ensure that you are receiving relevant materials sufficiently in advance of meetings.
  • Understand how you may add items to the agenda.
  • Consider the board’s annual work plan and ensure that you are properly prepared for each meeting.
  • Participate actively in board discussions.
  • Ensure that your views are clearly and fully communicated.
  • Have an open mind to the views of others.
  • Be prepared to change your position once you have heard the views of others expressed.
  • Understand the process of consensus decision-making and your duty to accept the will of the majority.
  • Where you feel strongly about an issue consider having your dissent recorded in the minutes.
  • Understand how external (legal/ accounting) advice is provided to the board.
  • Carefully review minutes to ensure that they accurately reflect the matters that were discussed. 
  • The minutes should contain an overview of the factors that the board has considered.
  • Find an informal mentor to help you understand both board processes and the corporation.
  • Ask questions before board meetings and in committee meetings, and not just at the board table.
  • Recognize the past practices or precedents may be of assistance in ensuring constructive participation.
  • For major processes (strategic planning, services review, CEO recruitment, redevelopment) ask about the process to be used and opportunities for orientation and input.
  • Understand the indicators the organization uses to monitor performance.
  • Identify opportunities for advance education sessions:
    • See if others are interested in a brainstorming board session.
    • Avoid raising your concerns at the end of the process.
    • Try to anticipate your issues in advance and raise them prior to the meeting so they can be effectively managed during the discussion.
    • Be clear about why items are before the board.
  • Ask these questions:
    • What is wanted of us?
    • What is expected or should be expected of the board?
    • What information do I need to deal with items?
    • Never be shy about asking how the items affect or may affect the objectives/mission/ values or strategic directions of the organization.