Board of Directors Charter Vision: Mission: Core Values: Respectful Innovative

Mandate of the Board of Directors The Board of Directors (the “Board”) is a group of elected physicians and non-physicians responsible for the supervision of the core activities of the OMA. [...] This job description will reflect the Board’s delegation of the powers and authority to manage the business and affairs of the OMA to the CEO • Selects and appoints a CEO who the Board believes can manage the business and affairs of the OMA in a manner which will enable the OMA to achieve the goals OMA Ontario Medical Association | Board of Directors Charter 6 and objectives of the OMA Strategic P. [...] The Board delegates certain powers to an officer or officers of the OMA to manage the business and affairs of the OMA: • The Board delegates to the Chief Executive Officer of the OMA the powers and authority to manage the business and affairs of the OMA • The Board assumes the duty to provide oversight to the CEO’s management of the business and affairs of the OMA. [...] Board Relations with Staff The Board acts in a manner that values the contribution of management and staff of the OMA while respecting the needs of the membership. [...] The essence of the Board's duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Oversight Duty of the Board is: • Being conducted effectively and in compliance with applicable laws, statutes and regulations • Reasonable and appropriate in the circumstances given the nature of the organization and its strategic plan • Sufficiently and accurately reported upon.