Schedule B – Vice-President

Schedule B

Position Description of the Vice-President

Role Statement

Along with the president, the vice-president provides leadership to the Board and assists the president with all of the president’s responsibilities as described in Schedule A. Accordingly, the vice-president assists the president to ensure the integrity of the Board’s process and to represent the Board to outside parties. The vice-president also assists the president in coordinating Board activities to fulfill its governance responsibilities and to facilitate co-operative relationships among Directors and between the Board and senior management, if any, of the Corporation. The vice-president, along with the president, ensures the Board discusses all matters relating to the Board’s mandate. While the president will provide primary leadership to the Board, the president may divide responsibilities with the vice-president to optimize their efficiency and therefore the overall well-being of the Corporation.


General. The vice-president should be prepared to assume the responsibilities of president in the event that the president is unable to fulfill the role of president. Accordingly, the vice-president should consider the responsibilities of the president as also being the responsibilities of the vice-president and should be sufficiently familiar with those responsibilities that the vice-president would be capable of assuming those responsibilities if the need should arise. These responsibilities include the following:

Agendas. Establish agendas, with the assistance of the Secretary, aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.

Direction. Serve as the Board’s central point of communication with the management, if any, of the Corporation; provide guidance to management, if any, regarding the Board’s expectations and concerns. In collaboration with management, develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies and planning and performance information are appropriately presented to the Board.
Performance Appraisal. Lead the Board in monitoring and evaluating the performance of management, if any, through an annual process.

Performance Appraisal. Lead the Board in monitoring and evaluating the performance of management, if any, through an annual process.

Work Plan. Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.

Representation. Serve as the Board’s primary contact with the public.

Reporting. Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct. Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.

Mentorship. Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.

Succession Planning. Ensure succession planning occurs for management, if any, and Board.

Committee Membership. Serve as member on all Board committees.

Other. From time to time, the vice-president may be assigned special projects and responsibilities by the president, including acting as Chair of special committees of the Board, subject to the approval of the Board.

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