Governance at Carleton - Board of Governors

Governance Framework of Carleton University: An Overview

Governance Framework of Carleton University: An Overview

Introduction

Carleton University is committed to respecting and achieving good governance. Good governance requires knowledge of the institution itself, its purpose, policies, governance structures, and its values and culture. It also requires knowledge of the context in which the institution operates and therefore, it is important to recognize the unique nature and characteristics of the academic community, such as the need to respect the academic mission of excellence in teaching and research. Good governance also requires that individuals undertake to familiarize themselves with the issues about which they are asked to consider, to comment and/or to make a decision on.

The purpose of this document is to provide a high-level description of the University’s governance structure as it has been established through legislation, common-law, the institution’s by-laws and resolutions approved by the Board of Governors (“Board”).

Overview Summary

Under the Carleton University Act (“the Act”), the Board is responsible for oversight of the University’s governance and administration. This includes making budgetary decisions and establishing policies it deems necessary to ensure sound management of the University. As well, the Board appoints the President and Vice-Chancellor and other key senior executives. It also determines the compensation and other benefits of managers, faculty and support staff. Finally, the Board has standing committees to help it exercise its powers.

As a bicameral institution, the Act also establishes the Senate who sets the University’s educational policies and is responsible for the management of academic issues on campus.

Legal Framework of the University

Carleton University was created by the Ontario Legislature the through the passage of the Carleton University Act in 1952. The Act states at s.3 the objects and purposes of the University:

The objects and purposes of the University are:

The advancement of learning.
The dissemination of knowledge.
The intellectual, social, moral and physical development of its members, and the betterment of its community.
The establishment and maintenance of a non-sectarian college with University powers, having its seat in or about the City of Ottawa. 1952, c.117, s.3; 1957, c.130, s.1.

Under the Act, the University has the power to establish and maintain such faculties, schools, institutes, departments, chairs and courses of instruction as it sees fit. It has the power and authority to grant in all branches of learning any and all University degrees and honorary degrees, and diplomas.

From a governance perspective, the Act establishes the Board and the Senate as the governing bodies of the University. The government, conduct, management and control of the University and of its work, affairs and business, and of its property and revenues, and all other matters is vested in a Board which has all powers necessary or convenient to perform its duties and achieve the objects and purposes of the University. In turn the Senate, subject to Board bylaws, is responsible for the academic management of the University.

The University is a Bicameral Institution

Effectively, the Act establishes at Carleton a bicameral system of University governance, similar to what is found at most Canadian universities by which governance is shared by the Board of Governors and the Senate. Through the bicameral system, there is recognition of the need for sound administrative practices and oversight by a Board that is independent of the University’s senior staff, but assigns responsibility for academic policy and related matters to its academic leadership. The Senate, as the most senior academic body of the University, is responsible for the academic policy of the University. The Senate determines what is to be taught, who teaches it, and how it shall be taught. While the Board of Governors as the most senior corporate body, is responsible for all other aspects of the governance and administration of the University not assigned to the Senate. This includes oversight of the management and control of the University and its property, revenues, expenditures, business, and related affairs (further detailed below).

Additional Legal Obligations

In addition to the Act, the University is required to comply with a vast and complex range of legal and statutory obligations including but not limited to:

Diverse legislation such as the Income Tax Act; the Ontario Corporations Act; the Freedom of Information and Protection of Privacy Act; Broader Public Sector Accountability Act; Broader Public Sector Executive Compensation Act, 2014; Ministry of Training, Colleges and Universities Act; Copyright Act; Animals for Research Act;
Legislation governing employment standards, labour relations, occupational health and safety and pensions;
Numerous federal, provincial and/or municipal acts, regulations and directives;
The Ontario Human Rights Code and, as a not-for-profit charitable organization, it is also subject to the Charities’ Accounting Act;
There are eight collective agreements governing the University’s obligations to its staff;
Members of the Board of Governors and the University’s senior officers are also subject to fiduciary duties that are imposed on them by the common law and statute (further detailed below).

The Board of Governors

The legislation establishing the University assigns to the Board of Governors authority over all aspects of “the governance, conduct, management and control of the University and of its work, affairs and business, and of its property and revenues, and all other matters”. The Board acts as the trustee by holding management accountable for the University’s performance, its long-term viability, and the achievement of its objectives.

The Act provides for the appointment of not more than thirty-two members to the Board of Governors, including the Chancellor (ex officio) and President and Vice-Chancellor (ex officio). Notwithstanding any vacancies on the Board, the Board may exercise its powers so long as there are at least twelve (12) Governors on the Board.

Through the By-laws, the Board has recognized the need to have a broad range of the University’s stakeholders among its members by deciding to appoint members from:

two (2) graduate students, nominated following an election conducted by the University Secretary, by the graduate students-at-large;
two (2) undergraduate students, nominated following an election conducted by the University Secretary, by the undergraduate students-at-large;
two (2) members of the Administrative Staff, nominated following an election conducted by the University Secretary, by the Administrative Staff;
two (2) members of the Senate who are also members of the Teaching Staff, nominated by the Senate;
two (2) members of the Academic Staff, nominated following an election conducted by the University Secretary, by the Academic staff;
two (2) members of the Alumni, nominated by the Alumni Association; eighteen (18) members from the community-at-large, nominated by the Nominating Committee of the Board.

While the Act permits Governors to be reappointed, the By-laws fix the length of each term in the interest of ensuring the ongoing recruitment and renewal of the Board. The Board generally appoints members for a term of three years, other than in the case of the graduate and undergraduate student representatives whose terms are for one year and Alumni whose term are two years in length. The terms are subject to renewal for an additional term and members who are chairs or vice-chairs of committees may serve longer up to maximum of nine continuous years.

Governors are not paid for their service however the Board has established policies governing the reimbursement of costs (i.e. travel related expenses).

A key role of the Board of Governors is to protect the independence of the University as without an independent Board, the financial oversight and management of universities would fall more directly to the Government. In order to protect the University’s independence, the majority of the members are appointed from outside of the University to ensure that Board is seen to also represent the public interest. In addition, community at large members are selected through the Nominating Committee using a skills matrix to ensure that the Board has members with requisite backgrounds in areas such as governance, finance, audit, executive, real property and capital planning as well as diversity.

Governors are Members of the Corporation

As a not for profit corporation, the University is required to have members of the corporation. At the University, the membership is available only to Governors, who automatically become Members of the University upon election as Governors. The statutory mandated role of Members of the Corporation includes receiving the approved financial statements; appointing the auditors; and electing the Governors.

The Board’s Responsibilities

Subject to the Act, the Board supervises the management of the activities and affairs of the University. The Board’s primary responsibilities include:

Attracting and Ensuring Strong Executive Leadership

Identifying the skills and competencies required of the President and ensuring an appropriate allocation of responsibilities between itself and the President;
Appointing and monitoring the performance of the President;
Appointing the Vice-Presidents and ensuring appropriate mechanisms are in place for senior appointments;
Providing the Administration with the support, authority, and responsibility required to lead and manage University affairs successfully;
Establishing and Reviewing the Executive Compensation Framework.

Safeguarding Financial Resources and the Long-Term Viability of the University

Ensuring the appropriate strategies and planning is in place to provide for financial viability by securing operational funding, setting up appropriate reserves, and borrowing when appropriate;
Encouraging and fostering the realization of the University’s fund-raising and development activities;
Reviewing and approving the University’s annual operating and capital budgets and major new project proposals to ensure consistency with strategic direction;
Ensuring significant decisions involving the University’s assets and their financing are reviewed and approved by the Board;
Assessing financial results and ensuring integrity of financial reporting; approving the year-end audited financial statements.

Establishing Strategic Direction of the University

Establishing a process for strategic planning that includes an analysis of risks and opportunities and the approval of a strategic plan;
Providing leadership in the development of mission, vision, values, goals, and strategies in concert with the President and in consultation with the Senate and other stakeholders.

Oversight and Risk Management

Ensuring that the principal risks of the University’s business have been identified and that appropriate systems to manage these risks have been implemented;
Ensuring compliance with legal obligations, audit and accounting principles, and the University’s by-laws and policies;
Monitoring the University’s performance against the objectives defined in the Strategic Plan;
Assessing results to evaluate whether the University’s business is being properly managed and are worth the expenditure of funds and effort;
Ensuring the integrity of the University’s internal control and management information systems and the quality of its management practices.

Renewal and Strengthening of the Board and the Governance Framework

Planning for Board succession by identifying those competencies required to fulfill its responsibilities, recruiting appropriate candidates, and planning for the succession;
Ensuring appropriate on-going orientation and training of Board members on all facets of the University’s business;
Regularly assessing the Board’s effectiveness in fulfilling its responsibilities and making adjustments/adopting instruments and tools in response;
Ensuring the University’s governance and decision-making frameworks meet or exceed evolving standards and practices for sound governance thereby supporting the achievement of the University’s mandate and the success of its bicameral system in the most effective way possible.

Accountability and Transparency with Stakeholders

Ensuring appropriate strategies are in place to provide for open, transparent, and accountable communications with key internal and external stakeholders;
Ensuring reports to stakeholders provide sufficient information on how well the University has fulfilled its objectives;
Strengthening the image and profile of the University with the public and key stakeholders.

Officers of the Board of Governors

The Chair of the Board of Governors presides at all Board meetings and is an ex-officio member of all committees of the Board. The Board Chair chairs the Executive Committee and the Nominating Committee. The Chair is entitled to vote at all Board meetings and is the spokesperson for the Board.

The Chair has a wide-ranging set of administrative duties. These duties include: preparing and chairing meetings for which s/he is Chair; contributing to the activities of other Board committees; playing a lead role in the evaluation of the President’s performance and executive compensation framework; regularly consulting with the President, the University Secretary and General Counsel; and representing the University’s interests with a range of government bodies and the public.

The Chair also participates in a wide range of University functions, including annual convocation ceremonies and he is invited to participate in such external bodies as Canadian University Board Association.

The Board elects the Chair from among the members appointed by the Board. The Chair may be elected to such positions for not more than two (2) consecutive one (1) year term. In special circumstances, as may be determined by the Board, the Board may extend the final term of the Chair for a further period of not more than one (1) year.

The Vice-Chair performs the duties of the Chair in his absence. The method and terms of appointment are the same as those for the Board Chair.

The Past-Chair of the Board is the immediate former Chair of the Board of the University and may serve until the end of the Chair’s term.

The Board also has the power to appoint other officers and annually authorizes nine individuals to be signing authorities on behalf of the University. The Board also appoints the University Secretary and the General Counsel as officers of the Board. The University Secretary is responsible to the Board for the exercise of powers and duties pertaining to university governance, policy and protocol. The University Secretary helps to develop sound governance policy and provides governance advice to the Board, the Chair and Committees of the Board and ensures the effective liaison between the Board and the senior administration of the University.

The General Counsel is responsible for identifying and analyzing legal issues, providing hands-on counsel, legal and strategic advice and, as necessary, recommending the development of policies, process or targeted interventions to mitigate the legal and strategic risks of the University. The General Counsel develops governance policy and provides legal and strategic advice and guidance related to governance, risk and legal issues to the Board of Governors, the President and Senior Administration of the University.

Responsibilities of Governors and Fiduciary Duty

The Board is an independent, corporate governing body of the University, having significant accountability, obligations, and duties. Its role is primarily strategic and financial oversight, removed from the day-to-day decision making of the University. The University’s Administration presents information, seeks advice, and requests the approval of proposals by the Board of Governors. The Board is expected to scrutinize these proposals and challenge management’s assumptions.

Membership on the Board of Governors is based on the principle of participation acting in the best interests of the University as a whole rather than representation of interests. Governors are required to vote according to their individual consciences in the best interest of the University as whole and not as representatives of any particular interest group. Each member is called upon to exercise his judgment and the independence of his position in helping to formulate the Board’s decisions to approve, reject, or request deferral of the proposals brought by the Administration. At the same time, an effective relationship between the Board, the Senate, and the Administration is key to how well the Board fulfills its responsibilities and to how well the University achieves its mandate. The ability of the Board to work closely with the Administration, while at the same time functioning with a perspective independent of that of the Administration, is central to proper governance.

As fiduciaries, Board members are subject to duties that are imposed on them by the common law and statutes by virtue of the University’s status as a not-for-profit charitable corporation. Generally speaking, as long as their actions are exercised honestly, in good faith, with reasonable care based on sound business judgment, and in the best interest of the University, Governors are protected from legal liability and indemnified against financial penalty arising from any legal action. The University is insured under the Canadian Universities Reciprocal Insurance Exchange (CURIE) which is a reciprocal insurance exchange whose member universities across Canada share losses arising from their operating risks, including liability for errors and omissions.

In fulfilling their duties, each Governor must meet a certain level of competence and must exercise diligence when fulfilling his duties. This includes exercising the degree of skill that may reasonably be expected from a person of his or her knowledge and experience. The standard takes into account each governor’s education, experience, knowledge and abilities. Governors who are professionals are subject to a higher standard with respect to matters within their areas of expertise than those directors who are not professionals. However regardless of professional background, all governors are required to educate themselves so that they can make informed decisions

To enable knowledgeable and informed decisions, governors are expected to use good judgment in decision-making, keep current on relevant issues, attend meetings regularly, and come to meetings prepared to participate and make a significant contribution. This includes ensuring they have a proper understanding of all matters before the Board, asking appropriate questions, seeking advice from professionals when warranted, and using independent judgment when voting. Governors are to satisfy themselves that they are only authorizing acts that are within the scope of their authority and actively oversee the duties delegated by it to the Administration. To exercise their responsibilities, members should become familiar with the general parameters of the legislation that created the University and its general By-laws and policies.

In accepting to be appointed to the Board, governors are bound by the duty of loyalty. The duty requires that, as fiduciaries, members of the Board act honestly, in good faith, and at all times for the best interests of the University. In all circumstances, Board members are required to put the interests of the University ahead of any other personal or stakeholder interest. They must not derive any direct or indirect benefit from their position, must avoid real and perceived conflicts of interest, and must respect the confidentiality of confidential Board deliberations and material.

Board members are required to comply with the Code of Conduct which describes governors’ duties and responsibilities. This includes immediately disclosing the nature and extent of any situation that may place them in a real or perceived conflict of interest. Such disclosure is to be made in writing to the Chair, University Secretary or General Counsel. The Code also requires that members in a conflict of interest situation absent themselves during any discussion or vote in connection with the conflict.

Board members are required to sign the Code of Conduct annually.

The Board’s Standing Committees

The Board of Governors has established the following standing committees, with the terms of reference for each:

Executive Committee whose role is to exercise the powers of the Board between meetings of the Board, the consideration of matters to be brought before the Board, setting the Board agenda, and the exercise of Board delegated authority such as labour relations issues;
Advancement and University Relations Committee provides strategic oversight an assistance in the areas of relationship development, reputation enhancement and revenue generation;
Audit & Risk Committee oversees the financial framework, management controls and oversight of the enterprise risk management program of the university including the external and internal audits;
Building Program Committee which is responsible for the oversight of policy pertaining to the development of university real property and the oversight of capital projects;
Finance Committee which is responsible to oversee financial planning for the university including reviewing and recommending the budget plan;
Governance Committee to oversee and advise the Board with respect to the governance of the university and to ensure the Board is comprised of members who possess the skills, qualities and experience to collectively contribute to effective board governance. This includes periodically reviewing Board bylaws, policies and procedures; and

Bylaws and Policies

The By-laws of the university are established by the Board of Governors and define the primary characteristics of the organization and how it operates. They describe the functioning of the governance system including the roles, responsibilities, and authority of the Board, Board Officers, Committees, and Senior Officers; they establish the process for appointing/electing members of the Board and committees as well as and the location and frequency of meetings, etc. Periodically, the Board reviews and amends the by-laws to ensure they comply with legal requirements and governance best practices.

Policies regarding the internal functioning of the university are, established by the Board or under the delegation of powers by management, to provide direction on specific organizational practices. Policies are guiding principles or broad statements on courses of action to be consistently followed under certain conditions. They cover such areas as conflict of interest, conduct of members in the organization, financial management and control, personnel, hiring and other human resource practices, fundraising.

The Board directly oversees certain policies such as the nominating policy, the commemorative naming policy, emeritus policy, philanthropic naming policy, sexual violence policy and signing authority policy.

In addition, the university has numerous and varied policies established by management that apply to its operations. These policies can be found on the University Secretariat’s website. The polices range from such subjects as academic Integrity, booking of space, information technology, to students right and responsibilities.

The Senate

The Senate is the highest authority on academic matters and establishes the university’s educational policies. The Senate and its various committees, are responsible for the sound management of academic issues on campus. It enacts policies for the conduct of its affairs. In particular it:

Controls, regulates, and determines the general educational policies of the university
Determines courses of study and standards for admission to, and continued participation in, the university
Determines the qualifications for degrees and diplomas
Deals with all matters having to do with the awarding of fellowships, scholarships, bursaries, medals, prizes, and other awards
Grants degrees and diplomas in all branches of learning that may appropriately be conferred by a university
Confers honorary degrees
Receive and consider recommendations respecting academic matters from the faculty boards of the university
Recommend the establishment of additional faculties, schools, departments, chairs, or courses of instruction in the university
Creates committees to assist it in the exercise of its powers

Appointment of Senior Administration

The Board, through appointment guidelines, is responsible for the following appointments:

Chancellor
President and Vice Chancellor
Provost and Vice-President (Academic)
Vice-President (Finance and Administration)
Vice-President (Research and International)
Vice-President (Students and Enrollment)
University Secretary

The Chancellor of the University is its titular head while the President and Vice-Chancellor is its Chief Executive Officer, responsible for day-to-day operations. The President, who is also the Chair of the Senate, oversees the university’s academic affairs, its general administration, and its teaching and support staffs. The President is the chief executive officer of the university and, subject to the direction of the Board, has the supervision over and direction of the academic work and general administration of the university. The Board delegates to the President the power to manage and direct the business and affairs of the University. The President may at any time and from time to time delegate in whole or in part the authority delegated to the President by the Board.