OMA Board of Directors: An overview
The board of directors is responsible for the governance of the OMA and is the highest decision-making authority within the organization
The board’s mandate includes oversight for management of the corporation and development of the OMA’s approach to governance. The board oversees all affairs of the OMA and exercises, as appropriate, its powers according to OMA bylaws, governance policies and applicable laws and regulations.
There is a clear delineation between the board and executive management. Management is responsible for the day-to-day operations of the OMA, while the board provides strategic oversight of and direction to the organization.
Read more about the board charter and the role of the board.
Procedures for election of directors
The OMA employed a third-party recruitment firm to provide a skills matrix for the board and to conduct reference checks and interviews of board director candidates. The process for physician and non-physician candidates began with their expression of interest and was followed by completion of applications, screening and interviews by LHH Knightsbridge. Screened candidates were presented to members for election.
Regularity of meetings and attendance
The board held 17 meetings in 2021 and elected directors began their terms on May 29, 2021. Board committees were populated in August and September 2021. With the exception of the board chair, who is an ex-officio member of all board committees, each board director is a member of one board committee.
By the end of 2021, the Governance and Nominating Committee (GNC) met four times, the Finance and Audit Committee (FAC) met three times and the Human Resources and Compensation Committee (HRCC) met twice.
About the board
The board is made up of 11 directors: eight physician directors and three non-physician directors.
A complement of skills and competencies are represented on the OMA board including governance, strategic thinking, leadership, transformative change, financial/business acumen, risk management and human resources.
The elected group of physician and non-physician directors have worked efficiently together over the last year and recorded major governance transformation implementation milestones such as:
- Successful first year of a smaller skills-based board with physician and non-physician directors
- Successful first year of the new General Assembly
- Ongoing constituency review project
- Development of governance policies to align with new governance structure
- Ongoing board committee mandate refresh and charter review
The board is broadly diverse with gender balance; women represent about 60 per cent of the board. Career stage of board directors ranges from early to late career stage.
Clinical specialties on the board include family medicine, anesthesiology, radiology, pediatrics, cardiac surgery, allergy and clinical immunology and physiatry. Members of the board practice in cities and towns across Ontario.
Learn more about the OMA Board of Directors.
Officers of the board
The officers of the board are the chair, president, president-elect and the immediate past president. The president-elect and immediate past president are non-voting observers on the board.
Read more about officer position descriptions.
Board education
The OMA is committed to providing support for learning and development to equip directors with the tools to deliver on their mandate. Tailored education sessions for board directors and access to learning resources such as LinkedIn Learning are ways in which this is achieved.
Directors also receive a complimentary membership to the Institute of Corporate Directors, where they can access a variety of governance resources, insights and thought leadership, and an annual learning stipend for self-directed learning.
Board committees
There are three standing committees of the OMA Board of Directors: the Finance and Audit Committee, the Governance and Nominating Committee and the Human Resources and Compensation Committee.
Mechanisms to monitor performance of the board and individual directors
The OMA employs multiple evaluations to monitor the performance of the board and individual directors.
Evaluation surveys are sent out after every meeting, giving directors the opportunity to provide feedback on the meeting and board chair performance and to make suggestions for improvement.
Annual evaluations include the board as a whole and peer to peer evaluation of individual directors, through an assessment of key performance indicators (KPIs).
Summary of the 2021/2022 board evaluation and KPI assessment
In accordance with OMA values of transparency and accountability, the board is committed to reflecting on the effectiveness of its performance and operations through a multi-layered annual board evaluation process.
Board evaluations serve a number of functions including:
- Informing continuous development of directors to better equip them to perform their oversight function for the benefit of the organization and its members
- Providing an input for succession planning
- Ensuring directors receive regular and timely feedback through various channels such as peer-to-peer evaluation, as well as committee evaluations
- Improving the structure and operation of the OMA board and its committees
The 2021-22 board evaluation process was presented to the GNC in December 2021 and was implemented between January and March 2022. All directors and observers of the board (president-elect and immediate past president) participated.
Committee evaluations are also used to evaluate the committee chair performance and effectiveness of the board committee. They will be conducted later in the year.
- Written board evaluation questionnaires approved by the board, through GNC, are circulated to directors through a confidential survey platform. Directors are asked to assess themselves and their peers on areas such as director engagement, communication, understating of responsiblities, strategic thinking and the board skills matrix
- Led by the board chair, one-to-one meetings are held with each director to discuss the findings from the evaluation and to identify areas for improvement
- The findings from the evaluation, as it applies to the whole board, are reported to GNC and are also discussed at a regular board meeting
- Any actionable items are incorporated into an action plan, which the governance team supports to implement
- The evaluation process confirmed that there have been continuous improvements in the performance of the board. It also revealed strong institutional knowledge as one of the strengths of the board
- The outcomes of the evaluation, particularly, insights gained regarding the skills matrix, will influence the structure and role of the board, for instance in supporting succession planning and enabling proactive recruitment of directors with skills such as innovation and financial acumen
- Directors received direct and actionable feedback that supports their development and helps them serve members better
- Post-meeting evaluations have helped identify improvements to meetings such as ensuring a strategic focus to meeting agendas, encouraging director participation and improving the quality of director meetings and materials
- Any feedback in the evaluation process itself is also implemented in next year's evaluation
Declarations of conflict of interest
As part of the application process, board director candidates were required to declare any conflicts of interest, real or perceived. Declarations of conflicts are assessed on a case-by-case basis and may restrict eligibility to serve on the board.
The OMA conflict of interest policy states that potential conflicts of interest, for self or a family member, include affiliation with another board, committee, organization, vendor, supplier, or any other party that has a direct or indirect interest in any business transaction or agreement with the OMA or payment of physicians which could result in benefit. It also includes involvement in any pending legal proceedings involving the OMA. Read the conflict of interest policy.
Directors are required to declare any potential conflicts of interest prior to or at the beginning of a board or committee meeting. Depending on the nature of the conflict, mitigation measures may include abstention from participating in the discussion or voting on a particular issue or leaving the meeting during discussion of the item.