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4:00 PM University Centre, Boardroom 424 BOARD OF GOVERNORS OPEN SESSION MEETING THURSDAY, JUNE 4, 2015 1:00 - 4:00 P.M. University Centre, Boardroom 424 AGENDA Page Board Meeting Information 3-12 Board of Governors Membership 13 Meeting Attendance 1. Pre-meeting Presentation 15-18 a) Macdonald Hall Renovations - College of Business and Economics 2. Welcome and Approval of Agenda a) Welcome and Introductory Remarks from the Chair b) Approval of the Open Session Agenda and Consent Items for June 4, 2015 [Motion] 3. Approval of Minutes 19-22 a) Approval of the Open Session Minutes for April 16, 2015 [Motion - CONSENT] 23-32 b) Approval of the Special Meeting Minutes for April 26, 2015 [Motion - CONSENT] 33-48 c) Business Arising 4. President's Report 49 a) Status Report on University Activities b) Annual Report - Senate Committee on Quality Assurance 51-53 c) Faculty Appointments, Tenure and Promotions 5. Pensions Committee Report 55-56 a) Report from Committee Chair 57-62 b) Proposed Text Amendments to Pension Plans Arising from Collective Agreements (CUPE 1334, CUPE 1334 Unit1, CUPE 3913 Unit 2, Exempt Group, P&M, USW) [Motion - CONSENT] 63-91 c) Annual Review of Statement of Investment Policies and Procedures (SIP&P) [Motion - CONSENT] 6. Physical Resources & Property Committee Report 93-94 a) Report from the Committee Chair 95 b) Revised OVC Master Plan Re-development [Motion] Page 1 of 271 BOARD OF GOVERNORS OPEN SESSION MEETING Page 6. Physical Resources & Property Committee Report 97-131 c) Update on Capital Projects and Land Transactions 7. Finance Committee Report 133-135 a) Report from the Committee Chair 137-152 b) Proposed University of Guelph - OMAF & RA 2015-16 Preliminary Budget [Motion] 153-155 c) Recommendations on Capital Projects and Land Transactions [Motions] 157-167 d) Endowment Investment Policy - Annual Review [Motion - CONSENT] 8. Audit Committee Report 169-170 a) Report from Committee Chair 171-204 b) Audited Financial Statements - University of Guelph-Humber as of March 31, 2015 [Motion] 205 c) Enterprise Risk Management Update and 2015 Annual Report 9. Governance Committee Report 207-208 a) Report from Committee Chair 209-223 b) BOT Terms of Reference: Proposed Amendments and Repeal of Bylaws [Motion] 225-236 c) Proposed Amendments to Student Organization Policy [Motion] 237-248 d) Proposed Amendments to Non-Academic Misconduct Policy [Motion] 249-260 e) Update to Signing Authority Registry [Motion - CONSENT] 261-262 f) Art Gallery of Guelph Board of Trustees: University Appointees [Motion - CONSENT] 263-264 g) Internal Governor Appointments: 2015-16 [Motions - CONSENT] 265-269 h) Proposed Amendments to Terms of Reference: Audit and Governance Committees [Motion - CONSENT] 10. Other Business 11. Move to Closed Session 271 a) Move to Closed Session Adjourment Page 2 of 271 Membership Board of Governors 2014-15 GOVERNORS OF THE UNIVERSITY OF GUELPH (Listed in Alphabetical Order by Surname and Category of Governance Volunteer) as of November 2014 2014-15 GOVERNORS BOARD CHAIR Dick Freeborough FCA, ICD.D Corporate Director TRUSTEE (ex officio) Term: 2005-2015 INVESTMENT Mr. Freeborough is a corporate director, serving as Chair of the Independent Order of Foresters and Director SUBCOMMITTEE MEMBER and audit committee chair of RGA Life Reinsurance Company of Canada and Economical Mutual Insurance (ex officio) Company. Former board activity includes ACE INA Insurance, Triad Guaranty, and KPMG where he was Deputy Chair. Prior to September 30, 2004, he was a partner of KPMG and leader of the Firm's insurance practice. He was with KPMG for 40 years in Montreal and Toronto. Volunteer activity has included Chair of the Board of the Oakville Hospital Foundation, Chair of the Board of Tafelmusik Baroque Orchestra and Treasurer and director of the Mississauga Golf and Country Club. He continues as a volunteer with the Oakville Trafalgar Memorial Hospital. Mr. Freeborough also provides advisory services on governance, financial matters and management. Graham Badun CHAIR, PRPC 1 Independent Consultant Term: 2012-2015 MEMBER, AUDIT COMMITEE Graham is currently an independent consultant. He left Brookfield Residential Property Services at the end of 2012 where he served as the CEO for a number of years. That company was immersed in the residential real estate business operating multiple brands in 9 countries. Graham joined the Brookfield group of companies in 1998. Prior to joining Brookfield, Graham worked for several years in the Canadian mortgage industry and also spent three years as a Management Consultant with a major international consulting firm. Graham holds a B.A. from Queen’s University and is an MBA graduate from the University of Western Ontario’s Richard Ivey School of Business. Page 3 of 271 1 PRPC = Physical Resources and Property Committee N:\BOG\BOG Members\2014-15\2014-15 Biographical Listing.docx Page 1 of 10 Membership Board of Governors 2014-15 GOVERNORS ‘?«“8u" OF THE UNIVERSITY OF GUELPH EE§‘.2" (Listed in Alphabetical Order by Surname and Category of Governance Volunteer) Cmnulnu hvu as of November 2014 luv-ovmc L... Nancy Brown Andison MEMBER, AUDIT Executive IBM Canada COMMITTEE Term: 2014-2017 Nancy Brown Andison is a retired Partner of PricewaterhouseCoopers and Executive of IBM Canada. A UofG ALUMNA graduate of the University of Guelph (BScAgr) and Queen’s University (MBA) Nancy is also a graduate of the Chartered Directors Program at DeGroote School of Business, McMaster (C.Dir). Nancy’s career has been focused on consultinig and project implementation services to the public sector in Ontario and Canada and has included: public policy, business strategy and transformation, finance, human resources and information technology. Nancy has led some of the largest system implementations in government in Canada. She has served on a number of profit and not for profit Boards. Nancy is pleased to have the opportunity to focus her attention toward guiding the future success of the University of Guelph. Shauneen Bruder BOARD VICE-CHAIR Executive VP Operations, Canadian Banking, RBC Financial Group Term: 2012-2015 CHAIR, FINANCE COMMITTE In her role as Executive Vice President of Operations, Royal Bank of Canada, Shauneen oversees operations related to all personal and business clients in Canada. In addition, she is a member of the Group MEMBER, GOVERNANCE Operating Committee charged with oversight of day-to-day management of RBC globally. Shauneen joined COMMITTEE RBC in 1984, and has held a variety of roles, including EVP of Business and Commercial Banking, Chief Operating Officer of the Global Wealth Management division and President of RBC Centura Banks UofG ALUMNA headquartered in North Carolina. A certified director (ICD.D), she is a director of various RBC subsidiaries and also serves on a number of not-for-profit organizations, including the Shaw Festival and Pine River Institute. Shauneen has served as Chair of the both the Canadian Chamber of Commerce and the Canadian American Business Council. She serves as Honorary Consul for Luxembourg in Toronto, and is the Chair of the Ontario Chapter of the Institute of Corporate Directors. She has been recognized by the Women's Executive Network as one of Canada's Top 100 Most Powerful Women. Shauneen holds a BA from the University of Guelph (1980) and was Gold Medalist of the Queen's University MBA class of 1984. Shauneen and her husband Michael, also a Guelph alum, have three children. Page 4 of 271 N:\BOG\BOG Members\2014-15\2014-15 Biographical Listing.docx Page 2 of 10 Membership Board of Governors 2014-15 GOVERNORS OF THE UNIVERSITY OF GUELPH (Listed in Alphabetical Order by Surname and Category of Governance Volunteer) as of November 2014 Mary Anne Chambers MEMBER, AUDIT COMMITTEE Retired Senior Vice-President at Scotia Bank & PRPC Term: 2010-2016 Mary Anne Chambers is a retired Senior Vice-President of Scotiabank, and a former Minister of Training Colleges and Universities and former Minister of Children and Youth Services for the province of Ontario. Mary Anne has served on the Board of the United Way of Greater Toronto and is a past Chair of the Board of the United Way of Canada. She has also served as Vice-Chair of the Board of the Rouge Valley Health System and was Vice-Chair of the Governing Council of the University of Toronto. Mary Anne is a Past President of the Canadian Club of Toronto and the Project for the Advancement of Childhood Education (Canada). She has also served on the Board of Trustees for the Centre for Addiction and Mental Health (CAMH), as a Governor of the Air Cadet League of Canada and as a member of the Boards of Tropicana Community Services Organization and the YMCA of Greater Toronto. Mary Anne is currently a member of the Boards of Directors for CUSO International and Grace Kennedy Group Ltd. Mary Anne has been appointed to the Order of Ontario and has received Honorary Doctor of Laws Degrees from the University of Toronto, York University and Lakehead University, A Vice-Chancellor’s Award from the University of the West Indies, a YWCA Woman of Distinction Award, the Queen Elizabeth II Diamond Jubilee Medal, the Golden Jubilee Medal of Queen Elizabeth II, and the Prime Minister of Jamaica’s Medal of Appreciation. Mary Anne majored in Commerce and Political Science for her Hons. B.A. at the University of Toronto and is a Fellow of the Institute of Canadian Bankers, a Chartered Director and a Member of the Institute of Corporate Directors. Nancy Croitoru President & CEO, Food & Consumer Products of Canada MEMBER, PENSIONS Term: 2012-2015 COMMITTEE & PRPC Nancy Croitoru is President & CEO of Food & Consumer Products of Canada (FCPC), Canada’s largest association of companies that manufacture and distribute food, beverage and consumer packaged goods. Nancy sits on FCPC’s Board of Directors, oversees the association’s operations, and acts as an industry spokesperson, liaising with trading partners and senior government officials on issues of concern to the membership.
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