February 14, 2018 Audit Committee Meeting Minutes

February 14, 2018 > 2:30 p.m. – 4:00 p.m.
Guelph Trillium Room
Present: June Hofland (Chair), George Bridge, Guy Gardhouse, Cam Guthrie and Nancy MacDonald.
Regrets: Nancy Sullivan.
Staff: Dr. Mercer, L. Bowden, Dr. M. Tenenbaum, Shanna O’Dwyer and Sylvia Muir (Recording Secretary).
Guests: Matthew Betik and Brendan D. Hall, KPMG (Auditors).

1. Call to Order

J. Hofland called the meeting to order at 2:30 p.m.

2. Disclosure(s) of Pecuniary Interest

There were no declarations of conflicts indentified.

3. Approval of Agenda Agenda was reordered to accommodate the Auditors. #7 and #8 to be discussed after #4.

MOTION: “To approve the Agenda for February 14, 2018 meeting, as amended.”

Moved: G. Gardhouse
Seconded: G. Bridge
CARRIED

4. Approval of Minutes

MOTION: “To approve the Minutes of the meeting of September 11, 2017.”
Moved: G. Gardhouse
Seconded: G. Bridge
CARRIED

CLOSED SESSION

Present: June Hofland (Chair), George Bridge, Guy Gardhouse, Cam Guthrie and Nancy MacDonald.
Regrets: Nancy Sullivan.
Staff: Sylvia Muir (Recorder) - No WDGPH Management.
Guest(s): Matthew Betik and Brendan D. Hall, KPMG (Auditors).

CLOSED SESSION MINUTES TO BE PROVIDED UNDER SEPARATE COVER.

(2:54) Returned to Open Session

(2:54)WDGPH Management/Staff returned to Open Session meeting. Auditors left meeting.

5. Terms of Reference

  • Terms of Reference are required to be reviewed every 2 years, as per the By-Laws, and were last reviewed March 2, 2016.
  • Amendments include:
    • Addition to the end of the sentence under “Purpose” to read “and any other matter referred to it by the BOH, Auditor or MOH.”
    • Deletion of open bracket under Duties and Responsibilities.

MOTION: “That the Audit Committee makes recommendation to the Board of Health to accept the Audit Committee Terms of Reference, as amended.”
Moved: C. Guthrie
Seconded: N. MacDonald
CARRIED

6. Audit Committee Report(s)

BH.02.FEB1418.R01 – Director Conflict of Interest

Dr. Mercer reviewed Audit Committee Report BH.02.FEB1418.R01:

  • This item was brought forward to the Audit Committee at the request of the Executive Committee Chair after review of the Huron Health Unit Audit.
  •  Director refers to BOH Director rather than WDGPH Director. The word “Director” will be defined in the definition portion of the P&Ps.
  • It is a best practice approach to have BOH members sign a Conflict of Interest and Confidentiality Agreement annually. The Conflict of Interest Form that was presented is a pdf fillable form that can be completed electronically.

(a) MOTION: “That the Audit Committee makes recommendation to the Board of Health to receive Audit Committee Report BH.02.FEB1418.R01 – Director Conflict of Interest, as amended, for information.”

Moved: C. Guthrie
Seconded: G. Bridge
CARRIED

(b) MOTION: “That the Audit Committee makes recommendation to the Board of Health to approve the revised: (i) Director Conflict of Interest Policy; (ii) Director Conflict of Interest Procedure; and (iii) Confidentiality and Conflict of Interest Disclosure Form, attached to Audit Committee Report BH.02.FEB1418.R01 – Director Conflict of Interest, as Appendices “A”, “B” and “C”, respectively, as amended.”

Moved: C. Guthrie
Seconded: G. Bridge
CARRIED

9. Next Meeting

  • (Wed) April 11, 2018, from 2:00 to 3:30 p.m. Auditors to be present.

10. Adjournment

The meeting was adjourned at 3:24 p.m.
MOTION: “To adjourn meeting.”
Moved: C. Guthrie
Seconded: G. Gardhouse
CARRIED