Governance & Finance Committee Meeting Page 4
June 5, 2012
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Sault Area Hospital Foundation
Governance/Finance Committee Meeting Minutes
Tuesday, June 5, 2012 - 1600 hours
SAH Maple Room
Attending:
Gabe Stefanizzi, Chair Ron Gagnon
Mike Marinovich, Guest KPMG Velma McClelland
Gus Palombi Emily Thibeault
Dr. Janice Willett (conference)
Regrets:
Staff:
Cheryl Pavoni Melissa Watson
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1. Call to Order
Called to order at 1215.
2. Approval of Minutes
2.1 Governance & Finance Committee Minutes – April 25, 2012*
MOTION: THAT the minutes of the Governance & Finance Committee meeting held April 25, 2012 be approved as presented.
Moved by: Emily Thibeault
Seconded by: Gus Palombi CARRIED.
2.2 Governance & Finance Committee Minutes – May 17, 2012*
MOTION: THAT the minutes of the Governance & Finance Committee meeting held May 17, 2012 be approved as presented.
Moved by: Velma McClelland
Seconded by: Ron Gagnon CARRIED.
3. Matters Requiring Decision/Action
3.1 Approve Draft Audited Financial Statements
Mike Marinovich reviewed the Audit Findings Report which is a required communications piece to approve financial statements.
He summarized that it was a ‘clean’ audit and only one item of significance. The letter addresses Governance Committee members which are to review statements and make a recommendation for approval. It also includes audit quality and framework.
It is a more recent rule that the statements presented stay in draft format for this committee as well as when they go to the Foundation Board for approval. Once they are approved by the Board, they will be taken out of draft and a final copy for signatures will be given.
The only peculiar item was the sale of the laundry building, which includes a loss on disposal of $280,000 due the full amount of depreciation, which was higher than the value received.
The only question was why the loss on sale of the laundry building was recorded on the statement of operations under expenses, and it was due to the fact that it is a charity. After much discussion the Committee agreed that the property be recorded below the excess of revenue over expenses line.
Given the set of controls, use of hospital finance statements, no audit adjustments have been done or corrections.
They did not identify any control deficiencies. It was asked where the main areas that controls are tested and Mike reported in the areas of disbursements and expenses.
The Appendices were also summarized.
Mike Marinovich reviewed the draft Audited Statements. It was asked why disbursements are treated as expenses and Mike noted that this has come from GAAP (Generally Accepted Accounting Principles) to identify a non equity type of transaction. CRA does this on their website as well.
MOTION: That the Governance & Finance Committee recommend to Foundation Board of Directors to approve the statements with the change noted to the Statement of Operations to move the sale of the laundry building below the excess of revenue over expenses line.
Move by: Gus Palombi
Seconded by: Emily Thibeault CARRIED.
Mike Marinovich provided an update on the Parking Services Initiative. Engagement letter has been signed and he clarified that pricing was agreed to $15,000 - $20,000 for legal costs. He has capped their fee at $15,000. Started the process on lease agreement and analysis.
Janice would like to know about timeline that Governance and Finance Committee would be reviewing assessment and mitigation of those risks to be presented to the board by June 20th.
There was discussion around moving the board meeting as the target date to have this project in place is September 1st. Melissa will canvass the Governance and Board for July 4th to have a Governance meeting to make a recommendation to the Board and July 11th for a Board meeting to approve or not approve the recommendation on the parking services.
The Annual General Meeting will still take place on June 20th.
3.2 Recruitment of new board members to fill vacancies (identified prospects attached)*
Gus has not confirmed if the 3 board members whose terms are up will be returning to the Board.
The Committee reviewed the prospects list and decided to narrow down the list to 5 to start with. Feedback from the committee noted that Brenda Stenta is not able to commit at this time.
The committee discussed finding someone who meets the gap in marketing, fund development or community development, but it was also suggested to find someone who will inspire us.
After some discussion, Gus will ask Jamie Melville to approach Denis Turcotte or his wife Julie to sit on the Foundation Board.
Mark Barsanti will be asked by Gus Palombi as he knows him very well.
Jennifer McDougall and/or Aldo Greco will be asked. Aldo was asked in the past, but unable to commit at that time.
Elaine Pitcher would be a great asset. Gus will also speak with Elaine.
4. Matters Requiring Discussion/Input
4.1 Orientation for new board members
After the new board members are recruited, orientation would be the next step. Does the Board need to meet to review or can Cheryl send them updated information from the board manual and have a meeting. It was suggested that Gus and Cheryl have a meeting with new board members after they reviewed the Foundation information.
Orientation will also include meeting with Foundation staff and the CEO. A tour of the hospital will also be included and the hospitals strategic plan will be shared with them as well. Janice suggested that we share the new orientation information with existing board members.
5. Information Items
5.1 Appeal Report – May 31, 2012
The Committee liked the format and would like an explanation for variances of $10,000 and above as suggested by Cheryl. The Committee feels that this provides enough detail.
5.2 Action Chart – Governance & Finance Committee*
We will bring forward the investment policy in September for review.
6. Termination
The meeting was terminated at 1250.
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Gabe Stefanizzi, Chair