Introduction and Rationale
As part of OECM’s Vision 2020 Business Transformation Project undertaken in 2015-16, Deloitte LLP, conducted extensive consultations with customers as key input into the strategy, and identified gaps related to Board governance and customer services, in particular, OECM’s products/services, processes and value for money. Addressing these gaps became the catalyst for establishing a new leading practices governance framework which included a new Board Customer Council Committee, comprising both Board members and customer representatives. This new Committee will embed OECM’s strategic priority of “Customer-Centric Services” at the Board level to help address the service gaps identified through the Deloitte consultations and be a direct conduit for customer engagement and influence at the Board level.
The Customer Council Committee consists of up to 17 members:
a) Up to three (3) Board Directors who are appointed as per OECM’s Board Nomination process as articulated under OECM By-Law #1.
b) Up to fourteen (14) senior leaders from OECM’s four customer communities and/or executive level organizations within their community:
- Up to four (4) from the University Sector
- Up to four (4) from College Sector
- Up to four (4) from the School Board Sector
- Up to two (2) from other Broader Public Sector/Not for Profit Sectors
a) The Chair is a director appointed by the Board as mandated by the Board Nominations Process.
b) Should the Chair not be available for a meeting, the Chair will designate another appointed Board member as meeting Chair.
c) The three Board members also assume responsibility for:
- Leading the annual review of the Committee Terms of Reference
- Membership on the Customer Council Committee “Selection Committee” which includes: approving the Selection Committee Terms of Reference; overseeing the process for attracting and selecting senior leaders from OECM’s customer communities to participate on the broader Customer Council Committee; and obtaining Board approval of members.
a) Board Members are appointed as per OECM’s Board Nomination process as articulated under OECM By-Law #1.
b) For each customer community:
- 50% of members will be appointed for a maximum 2 year term with the possibility of one 2 year extension
- 50% of members will be appointed for a maximum 3 year term with the possibility of one 2 year extension
- The Chair, in consultation with the representatives for the specific community, will determine the process for filling vacancies.
The Committee reports directly to OECM’s Board of Directors through the Chair of the Committee.
The Committee is a conduit for “Service Governance” at the Board level and provides a forum for senior leaders from OECM’s customer communities to provide strategic input, make recommendations and receive approval from the Board regarding:
a) Committee Terms of Reference
b) OECM’s business priorities and plans and product and services directions, ensuring alignment with customers' business priorities and plans.
c) OECM’s integrated Service Governance Framework:
- OECM’s customer relationship and service delivery plans
- The relevance and effectiveness of OECM’s products and services
- New lines of business or services
- OECM’s business performance scorecard for customers
In addition, the Committee will receive input and presentations as necessary from established working or advisory groups and sector or provincial committees or councils. (See Section 5 Process of this Terms of Reference for guidelines.)
a) The Committee meets at least four times each year and may choose to hold additional meetings as necessary to carry out its responsibilities
b) The duration of meetings range between two (2) hours and up to one day
c) The three Board Committee Members may meet more frequently in order to manage the Committee agendas, receive reports and determine the priorities to present to the Board of Directors
d) Board appointed members, i.e., customer community representatives, are eligible for reimbursement of a per-diem and out-of-pocket expenses including travel and accommodation, as per the Director Remuneration Policy
e) Quorum will be determined by a simple majority of committee members which must include:
- 2 out of 3 Board members plus
- 3 of 4 customer groups
f) Decisions will be made via a simple majority of attendees.
4. Committee Performance
On an annual basis, the Committee shall:
a) Review its performance and effectiveness based on surveys and other tools.
b) Provide a report to the Board of the Committee’s results and action plan for the following year.
c) Review the Terms of Reference to ensure it continues to reflect OECM’s business strategy and priorities, the needs of the Board, OECM’s customer communities and current standards for effective controllership and good governance.
- The Chair of the Committee, in consultation with the Board Committee members and OECM management, is responsible for finalizing the agenda.
- Input into Agenda items may include items tabled by the Board, the Committee members and OECM management
- The agenda and meeting materials should be made available at least 3 business days in advance of each meeting.
- Minutes of each meeting should be circulated to the Members within 7 days of the Committee’s meeting and included in the Committee’s Report to the Board
c) Ad Hoc Presentations
- Ad hoc presentations may be initiated by customer representatives, established working or advisory groups, or sector/provincial committees or councils
- Presentations must follow the guidelines as set out in “Section K- INFORMATION PRESENTATION” of the Board Policy Manual, in particular Part 4. “How Information is Presented to the Board” and Part 5. “Types of Information Most Useful to the Board”.
d) Secretariat Services
- OECM management will provide secretariat services