Islands Trust Governance Committee regular meeting, November 9, 2023

[0:13:59] Voice 7: I have three o'clock. Shall we reconvene?

[0:14:05] Voice 7: So, Mr. Barlow, can you put those two motions back up on the screen for us, please?

[0:14:15] Voice 6: Yes, it'll just take me a moment.

[0:14:16] Voice 6: I wasn't able to do that during the break because my screen was being used.

[0:14:21] Voice 6: I'll do that momentarily.

[0:14:23] Voice 7: Thanks.

[0:15:28] Voice 7: Someone other than Peter, care to move the first

[0:15:32] Voice 5: motion, please?

[0:15:33] Trustee Bernardo: I'm happy to do that.

[0:15:35] Trustee Bernardo: Thank you.

[0:15:36] Trustee Bernardo: I move that the Governance Committee recommend to Trust Council that it review the governance review in 2024, and especially, this is not the language we had before, is it?

[0:15:49] Voice 6: Not sure.

[0:15:50] Voice 7: It is not.

[0:15:52] Voice 6: Yes, is exactly the wording.

[0:15:55] Trustee Bernardo: It is? Okay.

[0:15:58] Voice 6: I copied it directly.

[0:16:00] Voice 6: Sorry, my

[0:16:01] Trustee Bernardo: apologies. I guess I missed a step. Wouldn't be the first time. I'm sorry.

[0:16:07] Trustee Bernardo: Sorry, I move that Governance Committee

[0:16:11] Trustee Bernardo: recommend to Trans Council that it review

[0:16:12] Trustee Bernardo: the governance review in 2024

[0:16:15] Trustee Bernardo: in a specially dedicated session.

[0:16:19] Voice 7: Seconder?

[0:16:22] Voice 7: Tim Peterson?

[0:16:25] Voice 7: Any discussion?

[0:16:28] Voice 7: All in favor?

[0:16:34] Voice 7: Any opposed?

[0:16:39] Voice 7: Carried.

[0:16:41] Voice 7: And a mover for the second motion, please.

[0:16:44] Trustee Bernardo: Okay, I move that Governance Committee

[0:16:48] Trustee Bernardo: request staff to provide analysis

[0:16:50] Trustee Bernardo: with respect to the governance review

[0:16:54] Voice 7: and report back to the governance committee.

[0:16:57] Voice 7: Seconder? Trustee Peterson? Any discussion? Trustee Middleton?

[0:17:11] Voice 2: And this may be out of order because I missed the preamble to this, but I am just

[0:17:18] Voice 2: unclear from the motion the nature of the analysis or the

[0:17:27] Voice 7: parameters of the analysis.

[0:17:34] Voice 7: One of the comments earlier was

[0:17:35] Voice 5: that, and I believe it was CAO Hudson-Piller indicated that the governance review has been around since February and March of 22, and there's never been an opportunity and the staff have never been asked to give their input into the discussion.

[0:17:52] Voice 5: So, it was discussed and I believe it was Trustee Bernardo who said that it would be, that the staff have a particular insight into a lot of the material that was referred to in the governance review and get their input would be of value.

[0:18:10] Voice 5: you so it was put forward as a motion and it was seconded and carried it's been brought back

[0:18:18] Voice 5: as the person who moved it the first time was ex officio trustee lockham so we're just going

[0:18:24] Voice 5: through setting it back up trustee harris yes

[0:18:29] Voice 9: just very quickly thank you i'm very unclear as to

[0:18:35] Voice 9: which staff we're talking about i don't think it's specific enough but i so i won't be voting

[0:18:40] Voice 9: in favor of it i'll just leave it at that thank you is

[0:18:44] Voice 7: that a question no

[0:18:47] Voice 9: question just putting

[0:18:48] Voice 9: my two cents in that i won't be in favor of this um because it's not i don't it's not precise to

[0:18:54] Voice 9: me i'm not sure which staff are um is there an amendment

[0:18:57] Voice 9: um i don't

[0:19:00] Voice 7: have one thank you all right

[0:19:02] Voice 7: we'll vote on it all in favor any opposed one opposed trustee harris carried all right

[0:19:21] Voice 5: we're up to uh item eight on the agenda um other business and uh this um compensation

[0:19:27] Voice 5: um so this is on our matrix as uh not immediate and lower priority and um joe you uh suggested

[0:19:36] Voice 5: that this be moved up um can you speak to it all

[0:19:40] Trustee Bernardo: right yes i can um i'm hopeful that um

[0:19:44] Trustee Bernardo: we can deal with this very promptly with a minimum of discussion because i don't believe there's very

[0:19:49] Trustee Bernardo: much to discuss here, but let me just introduce this with a few words. Trustee compensation is

[0:19:56] Trustee Bernardo: one of the issues that was examined in the governance report. The question apparently

[0:20:01] Trustee Bernardo: hasn't been looked at in years. Trust Council is the body authorized to decide trustee compensation,

[0:20:08] Trustee Bernardo: but at the same time, trustees are under an obligation to avoid conflicts of interest.

[0:20:13] Trustee Bernardo: interest. That sets up an inherent conflict that can't be avoided, although it's legitimate

[0:20:21] Trustee Bernardo: because it's legislation structured that way. However, the conflict aspect can be mitigated

[0:20:26] Trustee Bernardo: by removing trustees from the review and recommendation process. That also requires leaving staff

[0:20:33] Trustee Bernardo: out of the process as well because being accountable to the trustees would necessarily raise questions

[0:20:38] Trustee Bernardo: about staff's impartiality. To be credible, in the interest of public transparency, any

[0:20:44] Trustee Bernardo: recommendations about trustee compensation should be developed independently from the organization

[0:20:48] Trustee Bernardo: itself they should instead come from a qualified consultant that's given the job under documented

[0:20:54] Trustee Bernardo: terms that explicitly require the consultant to review the issue with complete independence and

[0:20:59] Trustee Bernardo: to make recommendations with complete objectivity getting to that point requires following a number

[0:21:06] Trustee Bernardo: of steps the first step is for the governance committee to start the process by passing a

[0:21:11] Trustee Bernardo: resolution that asks staff to look into what would be involved in retaining a qualified

[0:21:18] Trustee Bernardo: independent consultant. The main elements of that would be to develop the formal parameters

[0:21:22] Trustee Bernardo: of the professional engagement and to provide an estimate of what it would cost. This would

[0:21:27] Trustee Bernardo: then give the governance committee the information it needs to take the next step,

[0:21:30] Trustee Bernardo: which would be to bring the issue of hiring a consultant forward to Trust Council for its

[0:21:35] Trustee Bernardo: consideration and decision. As I said before, I don't think the discussion of this particular

[0:21:41] Trustee Bernardo: issue should take up much of the committee's time uh this is a hands-off thing that there's really

[0:21:46] Trustee Bernardo: not a lot for us to discuss it really boils down to whether or not we want to start the ball rolling

[0:21:51] Trustee Bernardo: uh and to get that discussion going i have a motion to make in the motion i do refer to staff

[0:21:58] Trustee Bernardo: in practice what that really means it's julia and she tells me the work i'm contemplating for staff

[0:22:05] Trustee Bernardo: to do is straightforward not in position uh so that she could do it pretty briskly

[0:22:10] Trustee Bernardo: so on that basis i move that governance committee request staff to prepare a report examining the

[0:22:21] Trustee Bernardo: feasibility of engaging an independent consultant to review remuneration values in trust council's

[0:22:27] Trustee Bernardo: policy on trustee remuneration and

[0:22:31] Voice 5: have you by any chance written that out already well i have

[0:22:35] Trustee Bernardo: some notes here i've written it out yes okay

[0:22:37] Voice 5: so the governance committee requests staff to prepare

[0:22:40] Voice 5: report examining the feasibility of engaging an independent consultant to

[0:22:48] Trustee Bernardo: review remuneration

[0:22:49] Trustee Bernardo: values

[0:22:50] Voice 7: and trust counsel's policy on trustee remuneration mr barlow did you get that are you

[0:23:06] Voice 7: there here we go request after repair report to

[0:23:19] Trustee Bernardo: examining the feasibility

[0:23:24] Voice 5: of engaging an

[0:23:27] Voice 5: an independent consultant to review the remuneration policy

[0:23:32] Voice 5: in regards to trustee?

[0:23:36] Trustee Bernardo: No, no, let's just, let me just repeat this.

[0:23:40] Trustee Bernardo: Just hang on, the governance committee request

[0:23:46] Trustee Bernardo: to prepare a report examining, please delete the two,

[0:23:51] Trustee Bernardo: the feasibility of engaging an independent consultant

[0:23:55] Trustee Bernardo: to review remuneration

[0:23:57] Voice 7: values in Trust Council's policy on trustee remuneration.

[0:24:15] Voice 7: Is there a seconder?

[0:24:23] Voice 7: Oh, boy.

[0:24:26] Voice 7: I need some attention here.

[0:24:28] Voice 7: Okay.

[0:24:31] Voice 7: All right.

[0:24:31] Voice 7: That's the issue.

[0:24:33] Voice 7: It's not an issue.

[0:24:34] Voice 7: Discussion.

[0:24:36] Voice 7: Trustee Peterson.

[0:24:40] Voice 7: Thank you, Chair.

[0:24:41] Voice 7: on

[0:24:41] Voice 8: the financial planning committee's follow-up action list there are two items related to

[0:24:51] Voice 8: trustee remuneration policy one is that financial planning committee requests staff to bring back

[0:24:57] Voice 8: an amended remuneration policy that includes consideration of an independent remuneration

[0:25:03] Voice 8: review by either task force or consultant once per trustee term at least one year before the

[0:25:07] Voice 8: end of the term the second is that financial planning committee requests staff to bring back

[0:25:12] Voice 8: an amended trustee remuneration policy that includes consideration of the improvement

[0:25:16] Voice 8: opportunity identified in appendix a assessment of ubcm elected board and elected official board

[0:25:23] Voice 8: remuneration guide and trust policy accounts policy 7.2.1 trustee remuneration the target

[0:25:31] Voice 8: date for both of those items under director mobs is listed as may 2024. my question is given that

[0:25:39] Voice 8: those are both on the follow-up action list for financial planning committee is it necessary for

[0:25:46] Voice 8: this committee to advance this

[0:25:48] Voice 7: resolution christy patrick um

[0:25:56] Trustee Patrick: well that's that's a good question and

[0:25:58] Trustee Patrick: i'll uh you can have that debate i was going to question the timing and i think that is and and

[0:26:03] Trustee Patrick: also the the questions we had regarding the province and a structural review of what the

[0:26:08] Trustee Patrick: trustee's job is and i think that's going to have a big role in what they get paid if that gets

[0:26:14] Trustee Patrick: updated is my hope and desire um so yes if this is on the financial planning committee it probably

[0:26:22] Trustee Patrick: is not appropriate that it

[0:26:23] Voice 7: be here trustee locum did you have your hand up

[0:26:29] Trustee Luckham: well i did but i realized

[0:26:31] Trustee Luckham: that i'll make a remark after this is completed okay trustee bernardo yes

[0:26:37] Trustee Bernardo: if i could speak to the

[0:26:38] Trustee Bernardo: uh financial planning committee i'm not aware of when those particular resolutions uh or that

[0:26:43] Trustee Bernardo: particular work was handed down from fpc um to director mobs or to staff um the reason i

[0:26:52] Trustee Bernardo: bought forward this motion is i had spoken informally to director mobs about um then

[0:26:58] Trustee Bernardo: the fact that compensation is an issue it's been outstanding we it's like it's one of the things

[0:27:05] Trustee Bernardo: on our matrix that isn't high priority but it's an easy fix in the sense that there's actually

[0:27:09] Trustee Bernardo: nothing here for us properly speaking to do if we want to have a proper process we really do

[0:27:14] Trustee Bernardo: uh hiring an independent consultant is the way to do it i actually wasn't aware

[0:27:18] Trustee Bernardo: of those resolutions or the the work in the fpc

[0:27:22] Voice 6: list

[0:27:23] Trustee Bernardo: um uh i

[0:27:28] Voice 7: agree i was really following

[0:27:29] Trustee Bernardo: the guidance from uh director mobs who pointed out to me that if i if i wanted to move this

[0:27:34] Trustee Bernardo: this thing along.

[0:27:35] Trustee Bernardo: I needed to have a committee resolution

[0:27:38] Trustee Bernardo: and it seemed the governance committee

[0:27:40] Trustee Bernardo: was the right place for it.

[0:27:42] Trustee Bernardo: And that's where we landed on it, on the little.

[0:27:46] Trustee Bernardo: Okay,

[0:27:46] Voice 5: would you agree that it appears to be a duplication

[0:27:48] Voice 5: and that that's worth sorting out

[0:27:50] Voice 5: if there's already a resolution from financial planning?

[0:27:53] Voice 5: Yes.

[0:27:54] Voice 5: And it's to report back in May that this get tabled?

[0:27:57] Trustee Bernardo: Yes, let's do that.

[0:27:58] Trustee Bernardo: I think I should clarify this with Director Mox.

[0:28:02] Voice 5: Yeah, okay.

[0:28:04] Voice 5: uh do you want to withdraw it or just table it i'm

[0:28:07] Voice 5: going to withdraw it

[0:28:07] Voice 5: okay thank

[0:28:09] Voice 7: you for your

[0:28:09] Voice 7: notice trustee

[0:28:13] Voice 5: peterson uh

[0:28:15] Voice 8: just for um trustee bernardo's information it was listed on uh

[0:28:21] Voice 8: yesterday's financial uh planning committee in the follow-up action report on page 12 it's items

[0:28:27] Voice 8: number four and number five and they're from 12th of october 2022. okay so we're

[0:28:37] Voice 7: dealing with the

[0:28:37] Voice 7: for the

[0:28:37] Voice 7: election yeah all right um next on our agenda uh where am i any new business

[0:28:53] Trustee Luckham: um well before you move along there uh trustee getty i did want to make a remark after that

[0:28:59] Trustee Luckham: particular topic had been dealt with um only because there's a there's a similar concern

[0:29:06] Trustee Luckham: concern associated with staff remuneration. And I'm not sure that it's necessarily in the

[0:29:15] Trustee Luckham: financial, in the governance committee review, but perhaps there's something I could bring up

[0:29:19] Trustee Luckham: at the financial planning committee. But just for your information that when we're considering

[0:29:24] Trustee Luckham: compensation broadly across the Allen's Trust, one of the factors that exists that is considered

[0:29:31] Trustee Luckham: by the hiring during the hiring process is that staff are remunerated at levels of which the

[0:29:39] Trustee Luckham: public service agency have remunerated at and that represents challenges when the private sector so

[0:29:47] Trustee Luckham: to speak being all other local government offers offer higher wages for the same work

[0:29:54] Trustee Luckham: and sometimes when we're being challenged to hire folks

[0:29:59] Trustee Luckham: folks.

[0:30:00] Trustee Luckham: at the Allen's Trust, one of the considerations is that limitation is associated with remuneration.

[0:30:05] Trustee Luckham: And so somewhere along the road, I think that it may or may not be worthy, and staff may not

[0:30:12] Trustee Luckham: concur with me, and certainly it would have financial implications, is that our ability to

[0:30:18] Trustee Luckham: recruit and retain staff members may be affected by competitive remuneration associated with other

[0:30:25] Trustee Luckham: point

[0:30:26] Trustee Bernardo: of order point of order i'm sorry about this um i

[0:30:29] Trustee Luckham: finished i

[0:30:30] Trustee Bernardo: i'm sorry about this

[0:30:32] Trustee Bernardo: okay i chair i appreciate the trustee luckham was coming from a good place here but

[0:30:37] Trustee Bernardo: this isn't the place to describe to deal with employee remuneration that's purely an executive

[0:30:42] Trustee Bernardo: committee thing

[0:30:43] Voice 5: thank you he's finished and um i agree with you um all right so um any new business

[0:30:51] Voice 5: hearing none then we'll uh get into the work program so on page 21 of our agenda is the um

[0:31:03] Voice 5: beloved matrix um so we've got um i think we need to discuss the section 3 rise and report

[0:31:13] Voice 5: um i think we need to we will have the um legal opinion uh with respect to meeting process and

[0:31:22] Voice 5: And we've just described another whole couple of pages in this, the briefing with respect to meeting process.

[0:31:30] Voice 5: So I'm thinking that that stays up and possibly we can remove Section 3 as completed.

[0:31:37] Voice 5: I think there's something that needs to be done in terms of fine tuning that RISEN report.

[0:31:42] Voice 5: The strategic corporate planning visioning process, I believe, is still continuing with the subcommittee of the Financial Planning Committee.

[0:31:51] Voice 5: and that's good for us the meeting process we've just added to that whole thing and I'm

[0:31:57] Voice 5: I believe we're going to have to try and set up some way of dividing up some of this work

[0:32:04] Voice 5: management review got shuffled over and we have not talked about that

[0:32:11] Voice 5: and there was some other issues that were raised in some emails in terms of whether or not

[0:32:19] Voice 5: that gets expanded and what that whole area might topic area might mean um and i don't know that

[0:32:27] Voice 5: we've got time to do that today so that is something that uh we might have to table and

[0:32:33] Voice 5: think about um and not immediate but important on the upper left uh there's all of the business

[0:32:41] Voice 5: about committees um so some of what's been talked about there are clarification of mandates the size

[0:32:49] Voice 5: in numbers of committees the suggestion to champion committee members champion proposals

[0:32:55] Voice 5: to trust council and I think we did that in terms of process with the section three

[0:33:00] Voice 5: mandate discussion and there's part of that probably with respect to

[0:33:13] Voice 5: maybe the the restructuring or the that is I think is mixed in with a whole lot of different

[0:33:21] Voice 5: things in terms of process the compensation was possibly going to move up and we're just

[0:33:27] Voice 5: going to leave it there for now is my suggestion these

[0:33:33] Voice 7: policy work referred to

[0:33:40] Voice 5: I've got notes here policy work referred to financial oh there was that recommendation from

[0:33:47] Voice 5: from Trustee Gavreau at the last, it was a request for discussion in terms of referrals to First Nations.

[0:33:58] Voice 5: And that's come up in another conversation from, I believe, Trust Programs.

[0:34:03] Voice 5: And that is something that I'm not entirely sure that the Governance Committee needs to get into at this point.

[0:34:12] Voice 5: But the recommendation from Trustee Gavreau was to try and figure out how to have more time in terms of the available resources of some of our First Nation partners, and then the whole process in terms of how to different committees get information about the whole process.

[0:34:32] Voice 5: Sorry, Trustee Peterson?

[0:34:33] Voice 5: Yeah,

[0:34:37] Voice 8: just on the, it was a request for decision from Trustee Gavreau, and it did get did get passed by Trust Council and requested staff reporting which we have not yet received yet so just so that didn't come to us.

[0:34:54] Voice 8: No, it did not.

[0:34:55] Voice 8: Oh good.

[0:34:56] Voice 5: Take one off our list.

[0:34:58] Voice 5: Thank you.

[0:34:59] Voice 5: And then there's the provincial review.

[0:35:01] Voice 5: And I think that ends up into

[0:35:05] Voice 7: the upper right, urgent and high priority.

[0:35:13] Voice 7: Any, sorry, Trustee Bernardo.

[0:35:16] Trustee Bernardo: Yes, just a quick comment, which is that the thing that we're calling a provincial review,

[0:35:23] Trustee Bernardo: or there probably, there's some better language there, structural review, whatever.

[0:35:29] Trustee Bernardo: Excuse me, it seems to me that it's contiguous with the management review question.

[0:35:36] Trustee Bernardo: So perhaps those two items could be treated as the same topic

[0:35:39] Trustee Bernardo: because

[0:35:43] Voice 7: we're really talking about structural issues in both cases.

[0:35:47] Voice 7: All right.

[0:35:48] Voice 5: So we have delegated that discussion to that subcommittee of the financial planning.

[0:35:55] Voice 5: Do we want to take any?

[0:35:58] Trustee Bernardo: Have we?

[0:35:59] Trustee Bernardo: I thought we had, we did it, we delegated the corporate planning issue.

[0:36:03] Voice 5: Yes.

[0:36:04] Trustee Bernardo: But the management review is a separate issue.

[0:36:07] Voice 5: Okay.

[0:36:08] Voice 5: So then I would say it's not.

[0:36:10] Voice 5: it's related but it's not linked yeah okay trustee peterson yeah

[0:36:17] Voice 8: on the issue of the uh the referral

[0:36:22] Voice 8: from trust council around the provincial review requesting governance committee do some work on

[0:36:28] Voice 8: that um i suggested earlier that uh it might be a good topic for homework for uh members of the

[0:36:36] Voice 8: committee leading up to our next meeting however um uh i think also that that needs to be informed

[0:36:46] Voice 8: a bit we've discussed having uh a trust council discussion um around the governance report

[0:36:56] Voice 8: and we discussed how uh uh you know that we wanted to be clear about uh what questions we

[0:37:03] Voice 8: want answered what sort of outcomes we're looking for so um in terms of that i think it's actually

[0:37:09] Voice 8: more important that we work on how we uh want to approach that discussion at trust council

[0:37:16] Voice 8: and what those questions and outcomes might be i think that's actually uh should take priority

[0:37:23] Voice 8: um in terms of our work and then after the discussion happens at trust council

[0:37:31] Voice 8: So that should inform how we then approach that request about the

[0:37:38] Voice 8: provincial review itself. So just in terms of putting the right foot in the

[0:37:43] Voice 8: right place, in order, that would be my suggestion.

[0:37:49] Voice 5: Trustee Middleton.

[0:37:54] Voice 2: Excuse me, thank you, Chair. Yeah, I would just in support of moving urgent

[0:37:59] Voice 2: and high priority, a couple of our urgent and high priority areas of

[0:38:05] Voice 2: concern i would um request that the the research around the secretariat need to be moved into the

[0:38:13] Voice 2: urgent and high priority because it certainly will offer it does offer um a response to some

[0:38:20] Voice 2: of the structural issues and it certainly would help inform some of the perhaps reform around

[0:38:25] Voice 2: meeting process as well as possibly management

[0:38:27] Voice 7: review okay christy harris so

[0:38:37] Voice 9: am i correct in

[0:38:38] Voice 9: thinking that secretariat research has something to do with hiring in-house legal counsel well

[0:38:49] Voice 5: that's part of the research i think in terms of of defining it and describing it and figuring out

[0:38:56] Voice 5: where it fits um i don't have a simple answer at this point trustee bernardo oh sorry

[0:39:08] Voice 2: yeah just to respond to me we've talked about the general counsel and that's related though

[0:39:15] Voice 2: not the same so i think your answer chair is entirely accurate uh

[0:39:21] Trustee Bernardo: that's what i was going

[0:39:21] Trustee Bernardo: to say uh which is that um the issue when it's being examined ought to look into um

[0:39:30] Trustee Bernardo: who is best suited or what kind of skill set is best suited for that position

[0:39:35] Trustee Bernardo: I can also tell you from the Fpc side just yesterday we're going to the draft budget and separate from facilitating meetings and providing support to the trustees.

[0:39:47] Trustee Bernardo: We're burning up a lot of money on legal support.

[0:39:54] Trustee Bernardo: We're over a 100% already halfway through the fiscal year already over a 100% of our general legal and bylaw enforcement component of the legal stuff.

[0:40:04] Trustee Bernardo: stuff. That's somewhere around $150,000. We've got another half year to go. Hiring an in-house

[0:40:13] Trustee Bernardo: counsel, among other things, offers the possibility of some real efficiencies in terms of internal

[0:40:20] Trustee Bernardo: operations and cost savings, and it dovetails with the Secretariat issue. I would support

[0:40:26] Trustee Bernardo: the idea that Secretariat research go into urgent high priority, but I would like the

[0:40:32] Trustee Bernardo: a language just to clarify that that includes looking into in-house counsel. That's a component

[0:40:38] Trustee Bernardo: of it. Thank you. And I agree, by the way, Chair, with your comment

[0:40:43] Voice 7: before that the Section 3

[0:40:44] Voice 7: mandate issue can be struck from the list. It's done. All right. So we've

[0:40:57] Voice 5: got the meeting process

[0:41:00] Voice 5: and that is largely expanded from what we started off with in terms of the legal opinion that we've

[0:41:09] Voice 5: got and the briefing that we've had today and we've got um if we do the call it the provincial

[0:41:17] Voice 5: review uh what includes the governance review and the secretariat role and um some of the other

[0:41:26] Voice 5: things that we've discussed today and i would need to get back into my notes to flesh that out

[0:41:31] Voice 5: um let's leave that at this point in terms of um amending this matrix um and uh maybe i'll work on

[0:41:45] Voice 5: my notes and and send out something before the minutes in terms of of some of the details that

[0:41:50] Voice 5: we discussed today and we can uh flesh that out and um there'll be a call coming out in terms of

[0:41:56] Voice 5: of people that are willing to work

[0:41:58] Voice 5: on different aspects of it.

[0:41:59] Voice 5: And we'll see, we've got later on in this agenda

[0:42:03] Voice 5: at the very end, we've got meetings.

[0:42:05] Voice 5: So that would be potentially assuming

[0:42:07] Voice 5: that the calendar works for the,

[0:42:10] Voice 5: aiming for the January meeting

[0:42:12] Voice 5: to have some preliminary work done

[0:42:14] Voice 5: and some maybe guidelines or goalposts

[0:42:22] Voice 5: in terms of what we wanna do

[0:42:23] Voice 5: with these different topics coming up.

[0:42:26] Voice 5: Does that sound reasonable?

[0:42:28] Voice 9: yes okay

[0:42:29] Voice 5: so we've adjusted this matrix and move some things around before we finish section three

[0:42:36] Voice 5: though um i have some questions in terms of that um press release that went out and um

[0:42:47] Voice 5: ceo hudson pillar can we amend that uh

[0:42:53] Voice 3: you can do anything you wish um all right i i can tell

[0:42:59] Voice 3: you just as background a full press release has not gone out there has been um that motion along

[0:43:06] Voice 3: with the other motions of trust counselor was put out as part of the business decision highlights

[0:43:12] Voice 3: of the islands trust meeting and it linked um the paragraph summary linked to the um the two-pager

[0:43:22] Voice 3: that fully describes the process and then

[0:43:25] Voice 3: it was sent to the subscribers in a similar fashion

[0:43:30] Voice 3: um the only thing is this our social media feed doesn't allow for the inclusion of the full two

[0:43:37] Voice 3: pager right so it was put out in a smaller form but certainly

[0:43:41] Voice 3: there's the opportunity for us to

[0:43:42] Voice 3: redirect any communications that you see fit

[0:43:44] Voice 8: and

[0:43:46] Voice 3: we could i would

[0:43:47] Voice 5: like to edit sorry i would like

[0:43:49] Voice 5: to edit that smaller version and um i will send that around to the committee i'll work on that

[0:43:55] Voice 5: today um sorry trustee bernardo yes

[0:43:59] Trustee Bernardo: on this issue uh the development of the interpretation is an

[0:44:05] Trustee Bernardo: important milestone uh and uh i would suggest it ought to be treated as such in our public

[0:44:11] Trustee Bernardo: communications um i would like to see a communication strategy where it is prominently

[0:44:19] Trustee Bernardo: publicized the whole language that was agreed upon by trust council and ideally we'll have a

[0:44:30] Trustee Bernardo: place on the website that when people go to the website they land with that message very early on

[0:44:38] Trustee Bernardo: because it essentially describes what we do thank you i

[0:44:41] Voice 5: want to suggest a teaser as opposed to a

[0:44:49] Voice 5: uh you know we've done a lot of work and we had a three hour in camera session and we came up with

[0:44:55] Voice 5: a consensus and um everything else i have um some supplemental questions in terms of what we do with

[0:45:04] Voice 5: it now but sorry trustee harris i'm

[0:45:06] Voice 9: in full agreement with joe trustee bernardo on on what

[0:45:12] Voice 9: he said there and and i'm not sure about the teaser part um i feel that um just as what has

[0:45:19] Voice 9: happened um up until now we've had certain elements of the community um taking the report

[0:45:26] Voice 9: of section three the mandate and twisting it around and um i would like to see it fully and

[0:45:32] Voice 9: completely uh as in as many places as possible okay all right

[0:45:40] Voice 5: my supplemental questions were

[0:45:42] Voice 5: um it's all very well and good for trust council to come to uh some sort of a consensus and decision

[0:45:48] Voice 5: decision. Should we be sending this to the minister and or to the other parties that are

[0:45:59] Voice 5: recommended as being stakeholders, like our First Nations collaborators and the people that we've

[0:46:06] Voice 5: got the agreements with? Could you

[0:46:13] Trustee Bernardo: clarify, Chair, for what purpose?

[0:46:16] Voice 5: Well, to let them know that we've

[0:46:17] Voice 5: done this and that this is something that uh it's you know considerable work that we've done and

[0:46:22] Voice 5: here we are we've come to this um you know landmark in terms of understanding and agreeing on the

[0:46:30] Voice 5: the what the mandate means and i think if the the province the minister in particular um has any um

[0:46:41] Voice 5: interest in terms of how we interpret our mandate um then that is part of the opening of discussions

[0:46:47] Voice 5: with that body it

[0:46:51] Voice 7: can't hurt sorry it

[0:46:54] Trustee Bernardo: can't hurt so long as it's so long as we're clear that this

[0:46:58] Trustee Bernardo: is actually a thing that's been decided it's not um it's not up for debate in fact it's not up for

[0:47:03] Trustee Bernardo: debate even if the minister disagrees uh this is our statutory discretion to to interpret things

[0:47:08] Trustee Bernardo: yeah but for providing it for information so they understand where we're coming from

[0:47:14] Trustee Bernardo: uh that can only help and

[0:47:18] Voice 7: that would come through executive committee or chair

[0:47:20] Voice 7: it would it would all right

[0:47:27] Voice 3: external communications generally come from the

[0:47:29] Voice 3: by policy to the executive committee all

[0:47:32] Voice 5: right so then um let me play with a potential edit

[0:47:37] Voice 5: see if this committee agrees and then we will um i will request as chair of this committee that

[0:47:45] Voice 5: uh executive committee or um i'll send it to you russ in terms of you asking the appropriate

[0:47:53] Voice 5: parties to communicate with the minister and with our other working partners certainly madam chair

[0:48:02] Voice 3: and if what you're proposing is some minor wording to what is there already out there

[0:48:08] Voice 3: and it's basically within the intent of what's the intentions of communicating out we can just

[0:48:15] Voice 3: do that if it's a more fundamental specific request to other bodies or to engage in a certain

[0:48:20] Voice 3: way then um we would go with the more formal route but uh i understand okay

[0:48:25] Voice 5: all right so then once

[0:48:28] Voice 5: that's completed section three comes out of our it's our first accomplishment we've got one less

[0:48:34] Voice 5: thing up in urgent and high priority congratulations more's

[0:48:38] Trustee Bernardo: coming don't worry

[0:48:39] Voice 7: worse more more great so

[0:48:45] Voice 7: So what do we got the next meeting?

[0:48:51] Voice 5: Has everybody had a chance to look at this schedule?

[0:48:55] Voice 7: Yes.

[0:48:56] Voice 7: Any problems, Paige?

[0:49:00] Voice 7: Any problems with any of those dates?

[0:49:07] Voice 7: Okay, do we need to have a motion?

[0:49:10] Voice 7: Yes.

[0:49:12] Voice 7: All right.

[0:49:16] Voice 7: Keeping

[0:49:17] Voice 3: in mind, any date can be changed.

[0:49:20] Voice 3: Chair Getty, if circumstance is required,

[0:49:22] Voice 3: but it's good to get the annual schedule.

[0:49:26] Trustee Patrick: I'm happy to make that motion.

[0:49:28] Trustee Patrick: Thank you.

[0:49:29] Trustee Patrick: I move that the Governance Committee

[0:49:30] Trustee Patrick: approve the following meeting dates

[0:49:32] Trustee Patrick: for the 2024 meeting schedule.

[0:49:37] Voice 5: As listed.

[0:49:38] Trustee Patrick: Can I, yeah, I was gonna say as presented.

[0:49:42] Voice 5: Thank you, is there a seconder?

[0:49:46] Voice 5: Trustee Peterson, anybody opposed, any discussion?

[0:49:51] Voice 5: Let's start with discussion.

[0:49:53] Voice 5: All right, seeing none, anybody opposed?

[0:49:57] Voice 5: That motion is carried.

[0:49:58] Voice 5: all right motion to close the meeting i move that the meet be closed i thought we were going to have

[0:50:07] Voice 5: a closed session today yeah i'm just moving that that's number 12 in the agenda oh okay it's a

[0:50:15] Voice 5: motion to close the meeting okay sorry i misunderstood i'm meeting i'm moving that the

[0:50:20] Voice 5: meeting be closed to the public in accordance with the community charter part four division three

[0:50:24] Voice 5: section 90 sub one sub i the receipt of advice that is subject to solicitor client privilege

[0:50:29] Voice 5: including communications necessary for that purpose and that the recorder and staff attend

[0:50:34] Voice 5: the meeting seconder

[0:50:39] Voice 7: trustee patrick and uh all in favor any opposed thank you motion carried

[0:50:51] Voice 7: all right mr barlow can you tell us when you're but we didn't choose a special meeting we said

[0:50:58] Voice 7: at our next meeting

[0:51:00] Voice 3: january 15th

[0:51:02] Voice 5: okay so um to anybody that's still watching or rejoining or

[0:51:08] Voice 5: are watching the reporting of this,

[0:51:11] Voice 5: the rise in report from our closed meeting

[0:51:13] Voice 5: is that we are going to continue to have this meeting

[0:51:18] Voice 5: and have more discussion,

[0:51:20] Voice 5: put it over to our next meeting,

[0:51:23] Voice 5: which is January the 15th, 2024.

[0:51:26] Voice 5: And it will again be enclosed

[0:51:29] Voice 5: and we're going to try and continue to sort out

[0:51:34] Voice 5: the legal opinion that we've received.

[0:51:38] Voice 5: so um i think that's all the business for our governance committee today um is there anything

[0:51:46] Voice 5: else that we've left off i will accept a motion to adjourn this meeting i'll move thank

[0:51:55] Voice 5: you all

[0:51:57] Voice 5: right second or any opposed second

[0:51:59] Voice 7: okay

[0:52:02] Voice 5: thank you very much everybody um i'll be in touch

Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 1 of 6 
Governance Committee 
Minutes of a Regular Meeting 
 
Date:  
Location:  
 November 9, 2023 
Electronic meeting 
 
Members Present: Judith Gedye, Chair, Bowen Island Municipal Trustee 
Jamie Harris, Vice-Chair, Salt Spring Island Trustee 
Joe  Bernardo, Gambier Island Trustee 
Lee Middleton, Saturna Island Trustee 
Laura Patrick, Salt Spring Island Trustee 
Tim Peterson, Lasqueti Island Trustee 
Peter Luckham, Thetis Island Trustee and Trust Council Chair (ex-officio) 
 
   
Member Regrets: Kate-Louise Stamford, Gambier Island Trustee 
 
 
Staff Present: Russ Hotsenpiller, Chief Administrative Officer (CAO)  
 David Marlor, Director, Legislative Services  
 Robert Barlow, Legislative Services Clerk/Recorder  
   
Others Present: One member of the public and Trustee Mairead Boland  
 
1. CALL TO ORDER 
 
Chair Gedye called the meeting to order at 1:00 p.m. and provided a First Nations land 
acknowledgement and, with gratitude, called Nex
̱
wlélex
̱
wm (Bowen Island) home. 
 
2. AGENDA 
 
2.1 New Items and Re-Ordering of the Agenda 
 
No new item was presented for consideration. 
 
2.2 Approval of Agenda 
 
By general consent the Committee approved the agenda as presented. 
 
3. PUBLIC COMMENT PERIOD 
 
No member of the public indicated a wish to speak. 
 
4. DELEGATIONS 
 
None. 
 
5. CORRESPONDENCE 
 

 
Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 2 of 6 
None. 
 
6. ADMINISTRATIVE COORDINATION 
 
6.1 Draft Minutes of Previous Meetings 
 
6.1.1  Draft Governance Committee Minutes of August 31, 2023 
 
By general consent the August 31, 2023 Governance Committee 
minutes were adopted as presented. 
 
6.2 Resolutions Without Meeting 
 
6.2.1  GC-2023-01 - Change Date of October 16, 2023 Meeting 
 
Presented for information. 
 
6.3 Follow up Action List (FUAL) 
 
Presented for information. 
 
7. BUSINESS - WORK PROGRAM ITEMS 
 
7.1 Referral by Trust Council to Governance Committee of a request to the Minister for a 
review of Islands Trust - Briefing 
 
CAO Hotsenpiller presented the Briefing.  Committee discussion included: 
 whether the Governance Committee should be the lead committee in regards to 
furthering the issue 
 the complexities and challenges faced today by Islands Trust are different then 
when the previous Provincial review was conducted approximately thirty-five years 
ago 
 the Committee may need to understand what aspects (such as the structure, 
funding, and jurisdiction) of the organization are working well and what aspects 
could be improved in order to know how to respond appropriately to the request 
from Trust Council 
 the current Trust Council may need to review the Governance Review Report that 
was presented to the previous term’s Trust Council but not thoroughly discussed 
 the Province wants to know how the response to the Governance Review is 
progressing 
 it is currently unclear as to the nature of specific issues and therefore it is unclear as 
to what solutions could be recommended to Trust Council 
 
Trustee Middleton left the meeting at 1:41 p.m. 
 
 Trust Council may need to decide what aspects of the Governance Review Report 
they consider valid or important or priority to respond to 

 
Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 3 of 6 
 
GC-2023-039 
It was Moved and Seconded, 
that Governance Committee recommend to Trust Council that it review the 
Governance Review in 2024 in a specially dedicated session. 
CARRIED 
 
GC-2023-040 
It was Moved and Seconded, 
that Governance Committee request staff to provide an analysis in respect to 
the Governance Review and report back to the Governance Committee. 
CARRIED 
 
7.2 Meeting Procedures – Briefing 
 
Chair Gedye introduced the briefing, the purpose of which was to provide the 
Governance Committee with an understanding of the current activities by Trust Council 
and various committees taking place in relation to consideration of improvements to 
meeting procedures. Committee discussion included various aspects of meeting 
procedures such as: 
 how to get items on committee agendas 
 the process to refer items from one committee to another  
 the time available to discuss items 
 reviewing other local government meetings to identify best practices 
 frequency of meetings 
 how to manage items for discussion and items for decision such as creating a 
Committee of the Whole where issues are discussed without a requirement for 
decisions to be made 
 the order of business 
 the possibility of a meeting procedures policy or bylaw for all committees 
 best practices and training of committee Chairs 
 meetings can serve different purposes such as to identify or describe a problem, 
explore potential solutions, and decide on a course of action 
 the complexity of the committee structure of Islands Trust and the number of 
trustees 
 
Trustee Middleton returned to the meeting at 2:38 p.m. 
 
 the nature of an executive function which may include powers to veto, facilitate and 
give direction to staff 
 the possible creation of the Office of the Secretary (not the same as Corporate 
Secretary) whose role would be to create agendas and follow meeting procedures 
 
The Committee postponed further discussion of the topic to agenda item 10 Work 
Program. 
 
Committee recessed at 2:45 p.m. and resumed at 3:00 p.m. 

 
Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 4 of 6 
 
As it was noted that Trustee Luckham, Islands Trust Chair, is an ex officio member of the Committee, 
which under Trust Council policy is a non-voting member, and who was involved in the motions in 
agenda item 7.1, the Committee reconsidered the motions without Trustee Luckham’s involvement. The 
motions and results of the vote remained the same. 
 
GC-2023-039 
It was MOVED and SECONDED, 
that Governance Committee recommend to Trust Council that it review the 
Governance Review in 2024 in a specially dedicated session. 
CARRIED 
 
GC-2023-040 
It was MOVED and SECONDED, 
that Governance Committee request staff to provide an analysis in respect to 
the Governance Review and report back to the Governance Committee. 
CARRIED 
 
8. BUSINESS – OTHER 
 
8.1  Compensation - Discussion 
 
Committee discussion included: 
 trustee compensation is one of the issues that was examined in the Governance 
Review 
 Trust Council is the body authorized to decide trustee compensation 
 potential conflict of interest may be mitigated by removing trustees and staff from 
the review and recommendation process 
 a qualified consultant independent from Islands Trust could make objective 
recommendations  
 
It was MOVED and SECONDED, 
that Governance Committee request staff to prepare a report examining the feasibility 
of engaging an independent consultant to review remuneration values in Trust Council’s 
policy on trustee remuneration.  
 
The motion was withdrawn as the substance of the motion is on Financial Planning 
Committee’s Follow Up Action List. 
 
9. BUSINESS – NEW 
 
None. 
 
10. WORK PROGRAM 
 
The Committee reviewed their work program and discussion included: 

 
Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 5 of 6 
 Rise and Report of Trust Council’s work on interpretation of Section 3 of the Islands Trust 
Act needs to be discussed 
 Provincial structural review and management review are connected and can be joined into 
one activity 
 research in regards to the Secretariat to be put into Urgent/High Priority and can include 
research of hiring in-house legal counsel in the secretariat research 
 possibility of a need for a communications strategy to prominently publicize the Trust 
Council interpretation of Section 3 of the Islands Trust Act including to the Province, to First 
Nations, and to various stakeholders 
 
11. NEXT MEETING 
 
11.1  Selection of meeting dates for 2024 - RFD 
 
GC-2023-041 
It was MOVED and SECONDED, 
that Governance Committee approve the following meeting dates for the 2024 
meeting schedule: 
o Monday January 15, 2024 
o Friday Feb 23, 2024 
o Monday May 13, 2024 
o Friday July 12, 2024  
o Monday September 9, 2024  
o Monday November 18, 2024  
CARRIED 
 
12. MOTION TO CLOSE THE MEETING 
 
GC-2023-042 
It was MOVED and SECONDED, 
that the meeting be closed to the public in accordance with the Community Charter, 
Part 4, Division 3, s.90, (1)(i) the receipt of advice that is subject to solicitor-client 
privilege, including communications necessary for that purpose; and that the recorder 
and staff attend the meeting. 
CARRIED 
 
At 3:37 p.m. the meeting was closed to the public and at 4:19 p.m. the meeting was reopened to the 
public. 
 
13. RISE AND REPORT 
 
Chair Gedye reported that the Committee will continue the discussion of the topic that was 
addressed in the in camera meeting at the next scheduled in camera meeting of January 15, 
2024. 
 
14. ADJOURNMENT 
 

 
Governance Committee 
Minutes of a Regular Meeting 
November 9, 2023 ADOPTED Page 6 of 6 
By general consent the Committee adjourned at 4:20 p.m. 
 
 
 
_________________________ 
Judith Gedye, Chair 
 
 
Certified Correct: 
 
 
_________________________ 
Robert Barlow, Legislative Services Clerk/Recorder