Sample Statement of the Roles and Responsibilities of the Board

Adapted with permission from the Ontario Hospital Association’s Guide to Good Governance, 2005. Original materials provided by and/or authored by Anne Corbett, Borden Ladner Gervais LLP.


To ensure that members of the board have a common understanding of the role of governance, the board has adopted this Statement of the Roles and Responsibilities of the Board.

Responsibility of the Board

The board is responsible for setting the strategic direction for the organization, appointing the Chief Executive Officer, overseeing financial and operational performance and safeguarding the assets of the organization.While the board delegates to management the responsibility to implement day-to-day activities consistent with the strategic direction of the organization, the board retains the responsibility to oversee management and make key strategic decisions. Each director is responsible to act in good faith, in the best interests of the hospital and the community it serves and to use the same degree of diligence, care and skill that a prudent person would use in similar situations or circumstances.

Strategic Planning and Mission,Vision and Values

• The board formulates and adopts the hospital’s statement of mission, vision and values and ensures they reflect the needs of the community and other stakeholders.

• The board develops and approves a strategic plan that will enable the hospital to realize its mission and vision.

• The board oversees hospital operations for consistency with the strategic plan and strategic directions.

• The board receives regular briefings or progress reports on implementation of strategic directions and initiatives.

• The board ensures that its decisions are consistent with the strategic plan and the hospital’s mission, vision and values.

• The board annually conducts a review of the strategic plan as part of a regular planning cycle.

Quality and Performance Measurement and Monitoring

• The board is responsible for establishing a process and a schedule for monitoring and assessing performance in areas of board responsibility including implementation of strategic initiatives and actions in a manner consistent with the mission, vision and values.

• The board ensures that management has identified appropriate measures of performance in mission critical areas such as:

– Oversight of management performance.

– Quality of patient care and hospital services.

– Finance.

– External relations.

– Board effectiveness.

To