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GP 1 - Council Charter

Policy Number: GP 1 Effective Date: September 2022
Last Review Date: March 2021 Next Review Date: September 2023
Review Frequency: Annually Related Supporting Documents:
  1. Source of Authority 

    The Council of the College will exercise all the powers and duties granted to a governing Council under Section 6 of the Act.

  2. Establishment (Council Delegation)

    Council is established in accordance with section 5 of the Act 

  3. Composition

    3.1. Council is composed of 8 registrants and 8 public representatives appointed by the Lieutenant Governor in Council. 

    3.2. The CEO & Registrar is a non‐voting member of Council.

  4. Eligibility

    4.1. Eligibility of Council members is established in Bylaw 2.

  5. Term

    5.1. The term of office for registrant Council members is three (3) years, staggered with approximately one-third of these members appointed each year.

    5.2. All registrant Council members may serve one (1) additional term, with a limit of two (2) consecutive three-year terms of service.

  6. Quorum  

    6.1. A quorum is a majority of the members of Council.

  7. Meetings

    7.1. Council will establish a schedule of meetings.

    7.2. Council will meet at least 3 times per year and at other times as determined by the Chair.

    7.3. Council meetings are generally held in a public forum. Council may at any time move in camera to discuss matters that are sensitive, personal or privileged.

    7.4. Meetings may be held electronically subject to due notice requirements for any such meeting being met (or waived by unanimous consent in special circumstances).

    7.5. As much as is practically possible, Council seeks to make all its decisions by consensus. Consensus means that all Council members have agreed to give the course of action an opportunity to proceed. This means that the Chair will encourage all dissenting views to be fully expressed and weighed by Council. The Chair will seek to build unanimity around a decision before calling for a vote. However, if, in the Chair’s view, unanimity or consensus is not reasonably achievable, then the Chair may call for a vote and a majority decision will then stand.

    7.6. While the College Council meetings are governed by Roberts Rules of Order, it is accepted practice that dialogue and divergent views on agenda items are permitted and encouraged in full before a resolution is actually moved and seconded, in order to promote constructive dialogue, integrate meaningful dissent, and have open deliberations.

    7.7. All Council members are strongly encouraged to speak freely, directly, and openly. Council members are encouraged to share ideas and ask questions as this type of open communication often promotes innovative thinking and useful checks and balances. It is important that meeting agenda items are fully discussed, and next steps explored.

    7.8. Substantive agenda items should be flagged with the Chair in advance of the meeting. New agenda items should be proposed to the Chair two weeks prior to the Council meeting to allow for fulsome preparation.

    7.9. While the Code of Conduct covers conflicts of interest and/or loyalty, Council seeks to deal with contentious issues or topics proactively, openly, and clearly. Council members are encouraged to address such issues with the Chair in advance of Council meetings to avoid the Chair being required to make last minute decisions regarding potential conflict situations. Legal counsel and other expertise should be sought early and as needed. A clear and proactive approach to all potential conflict situations is desired. Council seeks to ensure there are no aspersions cast or implied on any individual Council member who may be involved in a conflict-of-interest situation. Conflict situations are inevitable and Council members encouraged to deal with them fairly and openly and without rebuke.

    7.10. In-Camera:

    7.10.1. A regular in camera agenda item at the beginning and/or end of each board and committee meeting affords the opportunity to consider and, when applicable, hold an in-camera session.

    7.10.2.Only the CEO & Registrar, senior managers designated by the CEO & Registrar, and legal counsel will be expected to remain for any in camera items, as appropriate. Senior managers apart from the CEO & Registrar will generally absent themselves from human resources and employment discussions. Other staff and observers should not be present at in camera meetings, apart from in very exceptional circumstances where Council has agreed to their attendance.

    7.10.3. The Chair should determine and announce who will remain in the meeting and the rationale, if requested for excluding any individuals being asked to leave the meeting. Council will delegate a member to take the minutes if business is to be conducted in an in-camera session.

    7.10.4. The Chair must ensure that Council members discuss only those items on the agenda that have been identified as being required to be held in camera, and do not hold discussions on new issues that are not properly in camera items. At Council’s discretion, formal Council decisions will not be made during in camera sessions, but rather, once the regular meeting reconvenes immediately following the conclusion of the in-camera session.

    7.10.5. There may be situations when those who regularly attend Council or committee meetings should not have access to the pre-meeting materials or post-meeting minutes of an in-camera session. This is most likely to happen with members of management. Therefore, the minutes of the in-camera portion of the meeting, if any, will be recorded separately and forwarded to legal counsel to retain. These minutes are approved at an in-camera session at the next regularly scheduled Council or committee meeting. Council members and staff will treat with the utmost confidentiality all materials and information that is distributed for discussion in camera.

  8. Duties and Powers

    8.1. To distinguish Council’s own unique work from the work of its CEO & Registrar, Council will concentrate its efforts on the following:

    8.1.1. Responsible for the effective and strategic governance of the College with a focus on strategy and risk oversight.

    8.1.2. Approve strategic directions, performance outcomes, risk tolerances, governance policies and budget, then gain reasonable confidence that the College is achieving these (monitor and evaluate actual performance in each area).  

    8.1.3.Oversee risk and ensure critical risks are reported, monitored and appropriate controls or treatment strategies are put in place by management under its risk management program.   

    8.1.4. Appoint the CEO & Registrar.  

    8.1.5. Review the CEO & Registrar’s performance at least annually.  

    8.1.6. Oversee the College’s performance to ensure intended results align with strategic goals.; 

    8.1.7. Delegate to Management the authority (approval and reporting authority levels: see Appendix) to manage the College’s day-to-day business, while reserving the ability to review Management decisions.  

    8.1.8. Oversee the College’s financial reporting and disclosure through the approval of the audited financial statements.  

    8.1.9. Appoint governance and regulatory committee Chairs and members.  

    8.1.10. Approve changes in the Bylaws of the College. 

    8.1.11. Gain reasonable assurance regarding the integrity of the College's internal control and management information systems. 

    8.1.12. Take action when performance falls short of its goals or when other special circumstances warrant it.  

    8.1.13. Develop the College’s approach to corporate governance, including developing a set of corporate governance principles and policies that are specifically applicable to the College.  

    8.1.14. Gain reasonable assurance that the College always operates within applicable laws and Regulations, and to high ethical and moral standards.  

    8.1.15. Incorporate public perspectives in decision-making.  

    8.1.16. Ensure that the required regulatory and legislative responsibilities named in the Act and other relevant legislation and agreements are met. 

    8.2. Governance of Council. Council will:  

    8.2.1. Have the Chair set an agenda in consultation with individual Council members (who may propose new agenda items for consideration), and the CEO & Registrar.

    8.2.2. Communicate with management regarding Council’s information needs and the timing of reports  

    8.2.3. Ensure that meeting materials are distributed in a timely manner.   

    8.2.4. Appoint the Chair from among the members of Council as outlined in GP 5 Chair’s Charter.  

    8.2.5. In the absence of the Chair, the Chair of the Leadership Review and Governance Committee will be designated as acting Chair of Council.  

    8.2.6. Maintain rules of order.  

    8.2.7. Seek consensus.  

    8.2.8. Prepare and circulate minutes in a timely fashion.  

    8.2.9. Speak with one voice.  

    8.2.10. Receive education and training in order to fulfill its mandate.  

    8.2.11. Seek outside expert advice as needed.  

    8.2.12. Evaluate the performance of Council, the Chair, individual members, regulatory or governance committee Chairs and members. 

    8.2.13. Review Policies and Charters on an annual basis.  

    8.3. Strategic Engagement and Interfaces with Management  

    8.3.1. Council is responsible for corporate governance, its responsibility to direct, monitor and evaluate the College itself, through strategy, policy and the CEO & Registrar.

    8.3.2. In the area of corporate governance, Council seeks to be actively engaged in strategy, meaning active participation by Council in assessing and approving strategic direction. Council governs through the approval and monitoring of strategic direction and Council-level policies (these are high level governance policies, not the College’s policies and procedures.)  

    8.3.3.Transparency in corporate governance is balanced by privacy protection afforded under law and the fiduciary duty to protect the best interests of the College and the confidentiality of Council matters.   

    8.3.4. While Council will inevitably and necessarily seek and need information from management from time to time at an operational level, Council endeavours to use this information in its governance roles – that is, to set the strategic direction and gain reasonable assurance that the College is indeed moving substantially in that direction.  

    8.4 Formal Communications

    In terms of formal communications, the following principles apply:

    8.4.1. The Chair, CEO & Registrar and any senior staff member delegated by the CEO & Registrar are authorized to act as primary spokespeople for the College, according to the following criteria: Topics involving the College governance or Council: Chair is primary spokesperson. Topics not involving the College governance or Council: CEO & Registrar is the primary spokesperson. Availability within the reporter’s deadlines: If the Chair cannot be reached, and the subject involves the College’s governance or Council, the CEO & Registrar would be the alternate spokesperson. The CEO & Registrar is a consistent visible face for the College. Since media prefer to speak with people they know, there is higher probability of being contacted if the CEO & Registrar is the most used contact. If appropriate key messages have been developed and policy is not involved, a consistent response could be delivered by any of the identified spokespeople. A spokesperson can be selected in advance if the timing of an issue or media relations campaign is known and the availability of the Chair and/or CEO & Registrar has been predetermined. In the case of special events, Council members or staff may be delegated specific media spokesperson duties by an appropriate primary spokesperson.  

    8.5 Informal Communications

    As regards informal communications, individual Council members will inevitably and legitimately have informal communications with stakeholders and registrants of the College. In all these instances, it is incumbent upon Council members to be explicitly clear that they are communicating in a personal capacity, not on behalf of the College or Council.

    8.6. Social Media

    Council members engaging in social media are to meet the following criteria:

    8.6.1. Obtain permission from the CEO & Registrar before using the College’s name to set up social media (identities, login IDs, usernames).

    8.6.2. Do not share confidential information or information restricted by privacy legislation or professional ethical standards.  

    8.6.3. Respect copyright laws including the College owned copyrights and brands.   

    8.6.4. Protect the College stakeholders by not citing them or obviously referencing them without their approval.  

    8.6.5. Use disclaimers to identify your role as a Council member while making it clear that you are not speaking officially on behalf of the College.  

    8.7. Attendance at Events

    8.7.1. The College may host events including those of a social, representational and commercial nature which Council members are invited to attend. As with all communications with stakeholders, Council members are expected to exercise vigilance and tact, referring any sensitive matters to the designated College spokesperson(s).

    8.7.2. There may be instances when Council members are requested to participate in various other events by virtue of their association with the College, for example a speaking engagement to a professional College. In these instances: The Council member should advise the Chair, Corporate Secretary and/or CEO & Registrar of the request; The request will be considered and vetted by the Chair and/or CEO & Registrar; The Council member may be provided with generic speaking notes for the occasion; The Council member will make it clear that he/she is not speaking on behalf of the College, rather in a personal capacity; and, The Council member will provide the Chair, Corporate Secretary and/or CEO & Registrar with a verbal debrief of the event.

    8.8. Media Relations

    8.8.1. Council members will refer any requests for media interviews to the CEO & Registrar or designated media spokesperson. In referring a media enquiry, Council members should be mindful that: Media requests for information usually require a speedy response and should be handled on a priority basis; By referring the call to the CEO & Registrar or designated spokesperson, Council members provide a signal as to the limit of their authority; and, Off the record discussions with any member of the media is prohibited.

    8.9. Requests from the public  

    Occasions may arise from time to time whereby a Council member is approached, either in writing or otherwise, by an individual or the College requesting the assistance of a Council member in resolving an issue with the College. Under these circumstances the request should be directed to the Corporate Secretary who will route the enquiry or request for appropriate action within the College.

    8.10. Delegation of Authorities  

    8.10.1. Council embraces the principle of empowerment: that governance and management are more effective and efficient when they are separated – Council being responsible for governance, and the CEO & Registrar generally for management – and when management decision-making authority is delegated as far into the organization as is consistent with levels of competence and capacity.  

    8.10.2. Within the limits and policies established by Statute, Bylaws, and Council, authorities regarding various aspects of operations have been delegated to the CEO & Registrar (and by the CEO & Registrar to lower management levels) as outlined in this policy.

Appendix 1

Council Principles
Council is individually and collectively committed to regulating in the public interest in accordance with the following principles:

a) We make decisions in the public interest.
b) We are responsible for our actions and processes.
c) We meet our legal and fiduciary duties as governors.

a) We anticipate and respond to changing expectations and emerging trends.
b) We address emerging risks and opportunities.
c) We anticipate and embrace opportunities for regulatory and governance innovation.

a) We make evidence-informed decisions.
b) We seek external expertise where needed.
c) We evaluate our individual and collective knowledge and skills in order to continuously improve our governance performance.

a) Our decisions reflect diverse knowledge, perspectives, experiences and needs.
b) We seek varied stakeholder input to inform our decisions.

a) Our decisions address public interest as our paramount responsibility.
b) Our decisions are free of bias and special interest perspectives.

a) We participate openly and honestly in decision making through respectful dialogue.
b) We foster a culture in which our words align with our deeds.
c) We build trust by acting ethically and following our governance principles.

a) Our processes, decisions and the rationale for our decisions are accessible to the public.
b) We communicate in a way that allows the public to evaluate the effectiveness of our governance.

Council aspires to:
  • Be a “governing-type” Council, not a hands-on operating or intervening type Council
  • Engage actively at a strategic level rather than an operational, tactical detail level
  • Agree on a “no surprises” protocol with management (in both directions)
  • Make decisions by consensus wherever possible
  • Be transparent in its governance: to the extent practical, feasible and legal, The College stakeholders, regulated members and the public should be able to see how the College is governed, to be able to make informed decisions about engaging with the College.
  • The College Council meetings are generally held in public. There is an expectation that the discussions and decisions held in camera are maintained in confidence.
  • Transparency is limited and confidentiality expected, under statute law which prohibits the sharing of private information about staff, clients or others, and also requires Council members to act in the best interests of the College at all times.
  • In order to balance these principles, this protocol is intended to provide a clear, consistent protocol for Council members to prevent any damage to stakeholders’ confidence and uninformed information being released to the public, and to provide Council with a system to ensure that the College speaks publicly with one voice.

Appendix 2

Drawing the Line Between Council and Management:

The following examples are given to illustrate the line between Council and Management. Of course, no list of this sort can be comprehensive, and the line may shift from time to time, but this should assist Council and Management in differentiating their responsibilities and clarifying accountabilities. The format follows the core responsibilities of the College’s preferred governance model (“reform” governance, a governing type of council.)  


Function   Council Responsibility   Management Responsibility  
Strategic Planning
  • Oversee the development of mission, vision, values, and strategic goals
  • Review and approve any multiyear, capital or operational plans and budgets, or material deviations from them, ensuring consistency with vision and mission
  • Monitor the performance of strategic planning to ensure investments are achieving intended measurable results
  • Develop values, vision and mission, in conjunction with Council
  • Develop strategic goals in consultation with Council
  • Implement Strategic Plan, within Council-approved parameters and Budget
  • Develop an annual Contribution Agreement outlining projects and initiatives aligned with strategic goals
  • Develop and implement annual operational plans
Policy Development
  • Approve and gain reasonable assurance as to the implementation of high level regulatory and governance-related Policies delineating parameters within which Management will operate
  • Develop and recommend high level regulatory and governance-related Policies within which Management will operate
  • Operate within approved policies or seek exceptions to policy where required
Council Committees
  • Develop effective Council governance processes and procedures, including establishing Council committees and ensuring the committees are effectively composed and functioning.
  • Approve items submitted to Council by committees as outlined in the committee charters
  • Support and inform the work of the committees


Function Council Responsibility Management Responsibility
Risk Management
  • Oversee and understand critical risks facing the College
  • Develop risk tolerances, in conjunction with committees and management
  • Monitor risk management, focusing on results and performance benchmarked against approved tolerances
  • Identify risks to the College under the College’s Risk Management Program
  • Develop risk tolerances, in conjunction with Council
  • Gain reasonable assurance as to the effective renewal of Council including reviewing Council’s size, independence, skills, succession, functioning and development
  • Recruit and monitor the CEO & Registrar
  • Satisfy itself that a process is in place with respect to the appointment, development, evaluation and succession of senior Management
  • Recruit and monitor all other staff
  • Develop and implement a process with respect to the appointment, development, evaluation, and succession of senior Management
  • Set reimbursement guidelines for Council and committee member expenses
  • Set compensation rates for College work for all Council, governance and regulatory committee members appointed by the College
  • On the recommendation of the Leadership Review and Governance Committee, establish procedures for reviewing the performance, and the compensation, of the CEO/Registrar
  • Direct dealings with staff in all HR and compensation issues
  • Set compensation levels for all other staff
Delegation of Authority
  • Make decisions about all aspects of employing the CEO & Registrar
  • Delegate to the CEO & Registrar the authority (specific approval and reporting authority levels) to manage and supervise the business of the College, including making of all decisions regarding the College’s operations that are not specifically reserved for Council
  • Delegate to committees the activities and accountability for due diligence in regulatory and corporate governance
  • Supervise the business and affairs of the College
  • Delegate approval and reporting authority levels throughout the College
  • Obtain approval for any decision that will result in a “material” deviation from the Council approved strategic five-year strategy, approved operating budget or operating policies


Function Council Responsibility Management Responsibility
Financial Oversight
  • On recommendation of the Finance and Audit Committee, approve the annual audited financial statements and accept as information the interim quarterly financial statements of the College
  • On recommendation by the Finance and Audit Committee, agree to the threshold levels set by management in reporting of variances from budget, targets or benchmarks
  • On recommendation of the Finance and Audit Committee, agree to the effectiveness of financial internal controls and financial information received by Council
  • Prepare annual and interim quarterly financial statements of the College
  • Select the accounting policies and practices of the College
  • Select and gain reasonable assurance regarding the effectiveness of internal financial controls and information systems
  • Attain and report on Council approved financial targets and budgeted projections, reflecting thresholds agreed to by Council regarding variances from budget, targets or benchmarks
  • Approve the College’s communication policy including the extent of disclosure
  • Develop and implement the College’s communications plan or policy and disclosures
Member and Stakeholder Communications
  • Satisfy itself that effective communication is in place between Council and the College’s registrants, other stakeholders, and the public.
  • Review criteria for the evaluation of members and other legitimate stakeholder expectations so that they remain relevant to changing circumstances
  • Proactively communicate with the registrants, stakeholders and the public on behalf of the College

Appendix 3

Electronic Meeting Procedure
a) All participants must have access to the necessary equipment for participation. A right of membership is participation; therefore, the technology used must be accessible to all Council members to be included in the meeting.
b) All rules pertaining to in-person Council or committee meetings apply equally to electronic meetings, for example, notice, pre-meeting package requirements, quorum, minute taking, voting, confidentiality requirements, etc.
c) All meeting participants must ensure they maintain complete privacy in their off-site meeting space. This will ensure all discussions are kept confidential and are only heard by those invited to and attending the meeting.
d) All provisions and policies related to in-camera meetings and conflict of interest will apply equally for electronic meetings of Council or committees.
e) At no time will meeting participants record any portion of the meeting. The only exception to this is any recording made by the Corporate Secretary or other approved corporate officer for the purpose of minute taking and/or public record.
f) In no circumstance are discussions in the chat function of virtual meeting software to be copied and saved by meeting participants or included as part of the official meeting minutes.
g) Subject to any conditions or limitations provided for under the Act, Regulations, Bylaws or this procedure a Council or committee member who participates in a meeting through electronic means shall be deemed to be present at the meeting and will be recorded as in attendance at and part of the quorum of the meeting.
h) The Chair of Council or the committee will be the chair of the meeting.
i) Any technology employed will enable every participant to hear and be heard by all other participants in the meeting.
j) The Chair will ensure that declarations of conflict of interest are heard by all present and that those participating have an opportunity to verbally declare any conflict.
k) The meeting will be administered in such a way that the rules governing conflict of interest of are complied with.
l) The electronic means will enable appropriate processes to ensure the security and confidentiality of proceedings, both regular and in-camera meetings. This may mean using separate connections and logins for scheduled in camera/executive sessions.
m) Attendance shall be taken and duly recorded to ensure participants are recognized as in attendance.
n) Participants will identify themselves before speaking in order to assist the recording secretary in recording the minutes.
o) Those participating in an electronic meeting shall notify the Chair of their departure (either temporary or permanent) from the meeting, before absenting themselves, in order to ensure a quorum is maintained.
p) All meeting participants must have a copy of the meeting package including the agenda prior to the meeting for reference during the electronic meeting.
q) Wherever possible, Motions coming forward at the electronic meeting should be prepared ahead of the meeting with one of the eligible members indicating their willingness to let their name stand as mover, and another as seconder. Prior to the vote, the Chair will read each motion and indicate the member who is moving and seconding the motion.
r) Voting at electronic meetings shall be carried out as follows to ensure that accurate records of votes are maintained, for example:
    • When a vote is called, opposition to the motion is called first.
    • If no one is opposed, the motion is considered carried.
    • If there is opposition, a roll call vote is held, and the chair will announce the number of votes cast in favour or against the motion and whether the motion is carried.
    • The Chair will make the decision as to whether the motion was carried or defeated.
s) When the technology does not allow for those votes requiring a secret ballot, a confidential email should be in place between meeting participants and the scrutineer to facilitate secret votes.
t) To avoid as much disruption as possible and to support seamless dialogue and debate, all participants will keep their electronic devices on mute unless speaking.
u) Any open chat windows in the technology must be used only to resolve technological problems – it should not be used for side discussions, lobbying other members and participants or voicing support for motions on the floor. Councils and committees meet and have authority only as a collective with due order.