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Preamble

Healthy Brains, Healthy Lives (HBHL) is a high profile, high priority multidisciplinary and cross-sectoral program supported at Ï㽶ÊÓƵ by Government of Canada’s Canada First Research Excellence Fund (CFREF), in partnership with the Government of Quebec and partner organizations from across sectors.

The CFREF program aims to help Canadian postsecondary institutions excel globally in research areas that create long-term economic advantages for Canada. HBHL was competitively selected for funding through this program for seven (7) years starting in September 2016.

HBHL is a global centre of excellence for multidisciplinary research and a hub for neuroinformatics and big data analysis. The research is centred around an advanced analytic platform for brain research ̶ the NeuroHub ̶ that accelerates translational discoveries and enables improved brain health for Canadians and globally.

Our vision: Within the next 10 years, we aim to transform many brain disorders from terminal or life-long afflictions to treatable, or even curable, conditions. Our ultimate goal is to reduce the human and socio-economic burden of psychiatric and neurological illnesses, and improve the mental health, quality of life, and productivity of Canadians and people around the world for generations to come.

Our strategy: Building on our strengths, we will lead a paradigm shift in how brain disorders are understood and treated, using world-leading neuroinformatics to elucidate how the individual brain functions in health, in disease, and throughout our lives by integrating genetic, epigenetic, neurophysiological, imaging, behavioral, environmental, clinical, and social data.

Our deliverables: We will deliver new precision clinical and social intervention for the promotion of brain and mental health. By 2022 we will develop a Canadian Framework for Brain Health that translates our research into evidence-based clinical best practices, guidelines and policies for health care funders, providers, and users. This Framework will transform the prevention, diagnosis, and treatment of neurological and mental disorders in Canada, improving health and productivity, guiding humane and efficient medical decisions, and providing leadership to institutions, governments, and health care systems around the world. This unique, integrated program positions McGill and Canada as global leaders in brain health, one of the great challenges of the 21st century.

Mandate

The HBHL Board of Directors is a strategically oriented governance and oversight body, whose primary responsibility is to foster the success of the HBHL initiative in meeting CFREF program goals and whose Directors are expected to act honestly and in good faith, and with the care, diligence, and skill of a reasonably prudent person toward ensuring that:

• Expenditures of the Government of Canada’s CFREF award and partner funds within the HBHL program at Ï㽶ÊÓƵ are aligned with the goals of the CFREF program and with the institutional and scientific strategic priorities and plans set out by Ï㽶ÊÓƵ for the HBHL program in its approved proposal;
• Resource allocation processes are fair, transparent and provide access to designated groups according to the University’s equity plan.
• Appropriate governance, management and personnel structures, policies, procedures, and strategies, including those related to risk management, management of conflict of interest, criteria for funding eligibility and performance based evaluations are in place.

Key Responsibilities

1. Ensure appropriate HBHL governance and management

• Approve the terms of reference for the Board and all HBHL-related committees
• Approve appointments or replacements of Directors
• Approve the membership structure of Board sub-committees, Research Management Committee (RMC), Strategic Steering Committee (SSC), International Advisory Council (IAC), and other HBHL-related committees
• Annually review the membership of the HBHL Board to ensure that the skills, experience, expertise, University units and partner organizations represented are appropriate in relation to HBHL strategic priorities and goals
• Annually review the effectiveness of the Board and related HBHL committees in fulfilling their responsibilities, including:

• a review of the Board of Director’s terms of reference
• a review of member attendance
• an update of member conflict of interest and commitment reports
• a self-evaluation of Board performance
• other evaluations as determined and approved by the Board.

• Ensure the identification of existing policies of the federal Tri-Council Funding agencies and of Ï㽶ÊÓƵ that pertain to the operations of the HBHL initiative, and the establishment of new policies as appropriate, to provide a framework for the effective management and operations
• Review and approve an HBHL conflict of interest policy and associated processes; provide regular oversight of the management of conflict of interest to assess compliance
• Review and approve partnership agreements related to transfer of funds
• Review and approve policies, processes and recommendations for the addition and termination of HBHL partners

2. Oversee the implementation of HBHL strategies and priorities

• Annually review and approve/confirm the HBHL mission, vision, values, mandate, scope, strategic priorities and plans
• Oversee the development of and monitor HBHL performance against a results-based management and accountability framework
• Review and approve HBHL’s reporting system for alignment with HBHL’s management and accountability framework, including specific measures for performance evaluation against HBHL’s vision, mission, goals, deliverables and impacts
• Review and approve annual operational/business plans and associated budgets
• On a regular basis and no less than annually, monitor HBHL's progress towards achievement of approved strategic goals, deliverables and impacts in relation to the CFREF-approved application and adjust HBHL implementation priorities as appropriate to ensure goal achievement

3. Provide financial oversight

• Review and approve annual budgets and confirm alignment with strategic and operational priorities
• Review and approve financial reports (balance sheet, income statement and revenues/budget vs. expenses) quarterly
• Ensure the appropriate financial controls, policies and procedures are in place
• Review and approve SSC resource allocation recommendations
• Review and approve financial contributions from HBHL partners and ensure alignment with confirmed commitment and HBHL overall goals.

4. Identify and oversee management of risk

• Oversee the implementation and regular evaluation of risk management methods for HBHL programs and services for:
  • Financial management
  • Information and data management, including confidential information
  • Adjudication processes
  • Board and Committee decision-making in relation to conflict of interest/conflict of commitment

5. Oversee programs development, policies, and outreach initiatives involving communication with federal funding agencies, internal and external HBHL stakeholders and the public

• Oversee the development of program and competition-specific evaluative criteria and processes by which proposals will be deemed eligible for receipt of CFREF and HBHL partner funding and review, provide feedback and approve SSC recommendations in this regard
• Review and approve the HBHL’s communications and knowledge mobilization plans
• Oversee the development of HBHL partnership, commercialization and fundraising strategies and programs
• Support and facilitate community outreach initiatives and fundraising efforts

6. Human Resource Management

• Approve the recruitment strategy and oversee the search process for new faculty positions under McGill’s commitment to HBHL
• Appoint the HBHL Scientific Director
• Oversee an annual performance review of the Scientific Director
• Oversee the development of the succession plan for key leadership positions within the HBHL initiative – specifically, the Board Chair, Scientific Director and Managing Director positions.

Board Membership and Appointments

The HBHL Board is chaired by the Vice-President, Research and Innovation, Ï㽶ÊÓƵ.

Membership consists of a minimum of eleven (11) and up to thirteen (13) Directors including the Chair:

1. Vice-President, Research and Innovation, McGill (1)
2. Provost and Vice-President Academic, McGill (1)
3. Vice-President, Administration and Finance, McGill (1)
4. Deans of Faculties participating in the HBHL scientific strategy, McGill (3)
5. HBHL Scientific Director (1)
6. Chair of the Department of Neurology and Neurosurgery (1)
7. Vice-President, Research, Western University (1)
8. A minimum of two (2) members-at-large

Following consultation with Board of Directors, a Vice-Chair shall be appointed by the Chair, from among the members. The Vice-Chair shall preside over HBHL Board of Directors’ meetings in the absence of the Chair.

The directors of the HBHL Board will be appointed by the President and Vice-Chancellor of Ï㽶ÊÓƵ. All directors, except the members-at-large, are serving in ex-officio in a voting or non-voting capacity. The Scientific Director, or any other member that may receive HBHL research funding, will serve in a non-voting capacity.

The HBHL Managing Director will attend Board meetings as a non-voting secretary to the Board and is responsible for ensuring that the agenda and adequate material is sent to board members within a reasonable timeframe prior to each meeting, a minimum of one week, and that accurate minutes of the meeting are taken and duly circulated at the next subsequent meeting for approval. The responsibility for taking minutes may be delegated to an Administrative Centre staff member with Managing Director supervision of the content.

Additional members with specialized expertise may be invited to participate in meetings of the Board as ad hoc guests and/or observers at the invitation of the Board.

Conflict of Interest

Board Directors should not be in a positon of direct or indirect financial gain from HBHL. Conflicts of interest will be reviewed at every meeting. A Director considered in real or potential conflict of interest shall declare this to the Chair of the Board and recuse himself or herself from that part of the meeting during which related matters are discussed and/or voted on. This should be recorded in the minutes of the meeting.

Terms of Office

HBHL Board Directors will serve for terms associated with their respective positions of relevant responsibility at Ï㽶ÊÓƵ and/or their HBHL management role. All other members will serve for terms of four years, renewable.

Board Committees

Certain of the Board's responsibilities for detailed review, analyses and the development of recommendations may be delegated to Board sub-committees. The responsibilities of each Board sub-committee will be as defined in its terms of reference. Board sub-committees may include, but are not limited to:

• Executive and Nominating Committee
• Finance Committee
• Human Resources Committee
• Strategic Steering Committee

Meetings

The Board will meet at least twice per year on a date set at the discretion of the Chair subject to securing quorum. At least one face-to-face meeting per year will be held with possibilities for directors to participate by teleconferencing. Other meetings could be by video or teleconferencing and internet. The board agenda should be prepared by the HBHL senior management, with input from the Chair of the board.

Quorum

A simple majority of Directors constitutes quorum for meetings of the Board and its committees. Decisions will be made by consensus. If consensus is not forthcoming within a reasonable timeframe, the Chair may proceed with a vote on the question. For the vote to be valid, a majority of voting members must cast a vote. Each voting Director has one (1) vote. In the case of a tied vote the person acting as Chair of the Committee shall be entitled to a second or casting vote.

Recording Board Decisions

A written record of the decisions arising at each Board meeting will be duly documented in official meeting minutes, which once approved by the Board will be signed by the Board Chair and the Scientific Director and will be available for audit upon request.

Remuneration

Members of the HBHL Board of Directors serve without remuneration, but are entitled to reimbursement of reasonable expenses incurred in the exercise of their duties at Ï㽶ÊÓƵ rates.

Board of Directors Terms of Reference Review History:

• First approved at the HBHL Board of Directors meeting 5 December 2016.
• Subsequently revised: HBHL Board of Directors meeting 11 December 2017.
• Subsequently revised: HBHL Board of Directors meeting 17 June 2019.