These responsibilities include: (i) fostering processes that allow the
Board to function
independently of management and encouraging open and effective communication between the
Board and management
of the Company; (ii) providing input to the Chairman on behalf
of the independent
Directors with respect to
Board agendas; (iii) presiding at all meetings
of the
Board at which the Chairman is not present, as well as regularly scheduled executive sessions
of independent
Directors; (iv) in the case
of a conflict
of interest involving a
Director, if appropriate, asking the conflicted
Director to leave the room during discussion concerning such matter and, if appropriate, asking such
Director to recuse him or herself from voting on the relevant matter; (v) communicating with the Chairman and the CEO, as appropriate, regarding meetings
of the independent
Directors and resources and information necessary for the
Board to effectively carry out its duties and responsibilities; (vi) serving as liaison between the Chairman and the independent
Directors; (vii) being available to
Directors who have concerns that can not be addressed through the Chairman; (viii) having the authority to call meetings
of the independent
Directors; and (ix) performing other functions as may reasonably be requested
by the
Board or the Chairman.
Affiliate Societies, which include Humane Societies and SPCAs, operate more
independently from the Ontario SPCA and are administered at the local level
by their own individual
Board of Directors.