Terms of Reference
RCI Board of Directors

Role

The Board is responsible for the governance and stewardship of Royal College International (RCI). It oversees the management of RCI’s business activities to improve and build capacity in specialty medical education and practice around the globe by marketing and contracting products and services of the Royal College of Physicians and Surgeons of Canada.

RCI operates pursuant to a common strategy with the Royal College (its parent corporation). The RCI Board is accountable to Royal College Council for delivering against the Strategic Plan; and accountable to the members of RCI for making ethical and sustainable decisions in the best interests of the corporation taking into account the impact on stakeholders.

Responsibility and Authority

The RCI Board is responsible and has authority relative to the following matters:

  1. advising Royal College Council on international strategic directions for inclusion in the Strategic Plan approved by Royal College Council;
  2. approving and monitoring progress against an RCI Business Plan that is congruent with the Strategic Plan and supports both international consulting, and international development aid and collaboration;
  3. overseeing the organization’s risks identified and managed through the Royal College Enterprise Risk Management process;
  4. monitoring reports from management on the organization’s progress in meeting critical contractual obligations;
  5. ensuring that RCI can perform its work in way that does not compromise its key principles, such as with respect to equity, diversity and inclusion, while at the same time being respectful of the cultural norms of the regions where it is working;
  6. appointing and overseeing the RCI President and CEO, and appointing additional officers, other than the Chair of the Board who is appointed by the members, as needed;
  7. ensuring the corporation operates in compliance with the requirements of applicable legislation, the Bylaw, and Board and organizational policies;
  8. approving Board policies and organizational policies that address significant risk and / or the reputation of the corporation (e.g., client engagement criteria);
  9. approving budget assumptions, the annual operating budget, transfers concerning net assets and contributions to the Royal College, and the year-end audited financial statements;
  10. recommending to the members annually the appointment of the public accountant; and
  11. conducting all other duties required of the Board through legislation, and the corporation’s Articles of Continuance and Bylaw.

Delegations and Limitations

The Board may delegate responsibility and authority to standing committees, Directors, Officers or others at its discretion, subject to the Bylaw; and it may also modify or withdraw that delegation. 

The RCI Board cannot assume any debt beyond that approved by the Royal College, or make business decisions concerning the strategic direction of RCI that are out of the ordinary course or depart from the approved strategic plan (e.g., moving RCI into new lines of business or out of existing lines of business) unless approved by the Royal College. The Board’s decision making may be further limited by Royal College Council, subject to the Bylaw.

Composition

RCI is committed to upholding the values of equity, diversity, and inclusion in its operations, including diversifying the membership of its Board.

The Chair of the Board is appointed by the Members from among the Directors (Bylaw No. 6, Article 7.4). The composition of the Board is defined in Bylaw 6, Article 5.1. The Board consists of not less than three (3) and not more than fifteen (15) Directors appointed by the Members of RCI.  The President and CEO of RCI, and the CEO of the Royal College, are entitled to attend and be heard at all meetings of the Board (neither shall be counted for quorum).

Key Competencies and Characteristics

Generally, RCI Board members should possess the ability and willingness to advance the purpose of RCI; have international consulting experience and / or international development experience; have knowledge of good governance and an ability to apply this knowledge in relation to RCI activities and affairs; an ability to fulfill fiduciary obligations of a governing board; demonstrated administrative and organizational leadership; understanding of and modelling of inclusivity, and demonstrated record of commitment to the activities and programs of the Royal College and RCI.

Furthermore, RCI Board members should be willing to uphold the organizational values of the Royal College –respect, collaboration and integrity. They should also be willing to

  • treat others equitably,
  • be open-minded and receptive to others’ opinions,
  • ask questions and raise concerns respectfully,
  • be objective and independent minded,
  • help create a safe, respectful and engaging space for an open exchange of ideas,
  • be a champion of the principles of equity, diversity and inclusion,
  • make informed judgements, and
  • an advocate for continuous quality improvement.

The competencies of the Board are further specified in an RCI Board Competency Matrix.

Term of Office

The term of office of an elected Director is three years. All Directions are eligible for re-election for one additional three-year term (Bylaw No. 6, Article 5.2).

Meetings

The Board generally meets four times per year. Additional meetings may be convened, as required. Meetings may be held either in-person or virtually. Quorum is a majority of Directors (Bylaw No. 6, Article 5.8).

The chair is counted as a voting member in constituting quorum. However, as the presiding official of the committee, the chair does not move motions. The chair shall only vote when the vote is conducted by secret ballot.

Every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. When a committee is called to make a decision outside of a meeting by e-ballot, the same rules apply.

Conduct and Confidentiality

  • All Board members are expected to adhere to the Volunteer Code of Conduct.
  • Board members are required to maintain absolute discretion and not divulge, re-produce, or release any confidential information except when authorized by RCI.
  • Board members may download a copy of committee materials for the sole purpose of participating in committee work. All downloaded materials must be deleted once the related committee work is completed.
  • RCI retains copies of Board materials should Board members wish to access them at a later time for related work.

Work Product

In the course of performing their Board duties, Board members may produce or contribute to materials, content or other work products. These work products and the related intellectual property will be owned by RCI. RCI is open to discussing other ownership arrangements for specific projects. Alternative arrangements must be confirmed in writing by the project contributors and RCI.

TOR Record

Most recent resolution: Resolution No. 2021/22-13; RCI B: 2021-10-15
Previous resolution(s): Resolution No. 2011/12-17; RCCI B: 2012-01-17
Approved by: RCI Board
Approval Date:
Approval path: RCI Board
Effective date:  
Date of next review: 2024
Royal College Office: OCEO, Governance Unit
Version status: Approved