Transparency and Board function

At the 2007 AGM I was impressed when Dr Robin Saunders concluded his report saying that what the members need “is a good darn listening to.”

Shortly after, a Board member spoke about the rules of conduct for directors and likened the situation to that of a government cabinet, suggesting if a director disagreed on matters he or she should resign. While this was not debated, I believe views such as this are at the crux of the Code of Conduct issue.

The analogy of a government cabinet is probably not appropriate for the Board of the BCMA. In government there are various means available for differing views to be heard, debated, and pursued, including the existence of other parties and reflections by the media and the public. Furthermore, if a person resigns from cabinet they are not required to leave government.

A board is quite different and responsible for examining all aspects without the benefit of an opposition party. Also, the board of a professional association must represent and serve the interests of all members, not just those of the majority.

It is important to foster understanding of the fiduciary duties of directors to members and ensure that appropriate policies and procedures are put in place. For the Board to encourage providing full information directly to the members is very good, but if the Board as a whole fails to do so, individual Board members may feel obliged to provide details to members. Policies should not prohibit or restrict such actions.

As debate on these items has continued it is disturbing to see what appears to be an effort to portray the view that motions presented at the 2006 and 2007 AGMs are just the concerns of a handful of individuals. In fact, five motions were passed unanimously at the 2006 AGM, and at the 2007 AGM a motion “…that each of the AGM motions passed by the members of the General Assembly and the Business Session be respected in their intent and execution” was passed with only a couple of individuals voting against.

In the 2007 elections for officers of the BCMA, of those members who voted, 27% to 59% voted for candidates whose campaigns called for greater transparency and understanding of the fiduciary duties of directors to members—certainly more than a handful.

The coverage of the AGM in the September BCMJ also prompted me to think of some issues that need further exploration. The president affirms that everything is going well and the vast majority of members are very satisfied with the functioning of the Association. Hearing officers and staff repeat conclusions of member surveys declaring that members are very satisfied may be somewhat comforting but sounds like a standard communications line when one considers that neither the Board delegates nor the Executive were provided details of members’ comments from the survey.

How well informed can the Board be when they are not provided materials for agenda items even 24 hours in advance of meetings? Do the executive meetings also suffer from similar difficulties?

If, at the meeting, items are presented with supporting views and a motion to accept recommendations, does passing the motion constitute due diligence or is this rubber-stamping? Should not committees and staff be accountable for ensuring that materials are provided sufficiently ahead of meetings for Board delegates to consider matters and consult with other members as needed? Are members and the Board fully informed, or who is driving the agenda?

On a lighter note, I was also wondering what happened to those AGM lunches where the minister of health was present and had the opportunity to address physicians and respond to their questions? It certainly provided added value to the AGM. Might changes such as this be contributing to poor attendance at the AGM?

—Zafar Essak, MD
New Westminster