GOVERNANCE FRAMEWORK OF THE UNIVERSITY OF OTTAWA
APPROVED BY THE GOVERNANCE AND NOMINATING COMMITTEE ON NOVEMBER 3rd, 2010
Vice-President, Governance
University of Ottawa
To facilitate reading, the masculine gender is used indiscriminately in this document.
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Table of Contents
1. INTRODUCTION AND PURPOSE OF THE GOVERNANCE FRAMEWORK ...... 3 2. HISTORY ...... 3 3. THE LEGISLATIVE FRAMEWORK ...... 4
3.1. OBJECTS AND PURPOSE OF THE UNIVERSITY OF OTTAWA ...... 4
3.2. THE BICAMERAL SYSTEM OF GOVERNANCE ...... 4
3.3. ADDITIONAL LEGAL AND STATUTORY OBLIGATIONS ...... 5
3.4. HEAD OFFICE ...... 5
3.5. FISCAL YEAR ...... 5 4. THE CHANCELLOR ...... 5 5. THE SENATE ...... 5
5.1. OFFICERS OF THE SENATE ...... 6
5.2. MEMBERS ...... 6
5.3. SENATE COMMITTEES ...... 7 6. THE BOARD OF GOVERNORS ...... 8
6.1. BOARD STRUCTURE ...... 8
6.2. OFFICERS OF THE BOARD OF GOVERNORS ...... 9
6.3. RESPONSIBILITIES AND FIDUCIARY DUTIES OF THE BOARD OF GOVERNORS ...... 10
6.3.1. RESPONSIBILITIES ...... 10
6.3.2. FIDUCIARY DUTIES OF INDIVIDUAL MEMBERS OF THE BOARD OF GOVERNORS...... 12
6.4. BOARD COMMITTEES ...... 14
6.5. GOVERNORS EMERITUS ...... 17 7. THE PRESIDENT AND SENIOR ADMINISTRATION ...... 17
7.1. THE PRESIDENT...... 17
7.2. VICE-PRESIDENTS ...... 18
7.3. DEANS OF THE FACULTIES AND THE CHIEF-LIBRARIAN ...... 18
7.4. THE ADMINISTRATIVE COMMITTEE ...... 19
7.5. THE COUNCIL OF THE ADMINISTATION COMMITTEE, THE DEANS, AND THE CHIEF-LIBRARIAN ...... 20 8. RECRUITMENT OF GOVERNORS ...... 20
8.1. ORIENTATION AND TRAINING OF GOVERNORS ...... 20
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8.2. SELF-ASSESSMENT ...... 20 9. ORGANIZATION AND MANAGEMENT OF MEETINGS...... 20
9.1. MEETINGS ...... 20
9.2.ANNUAL MEETING ...... 21
9.3.POLICY ON VIDEO-RECORDING AND PICTURE-TAKING ...... 21
9.4.COMMUNICATION AND DISCLOSURE ...... 21
9.5.INFORMATION MANAGEMENT ...... 21 10. GLOSSARY OF TERMS ...... 22
10.1.KEY GOVERNANCE INSTRUMENTS ...... 22
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1. INTRODUCTION AND PURPOSE OF THE GOVERNANCE FRAMEWORK
The University of Ottawa (“University”) is committed to exercising the authority vested in it in a way that reflects best governance practices and ensures its purpose and objectives are achieved. Governance is defined as “the processes and structures that an organization uses to direct and manage its general operations and program activities.”1 It includes “the structures, functions (responsibilities), processes (practices) and organizational traditions that the board of an organization uses to ensure accomplishment of the organizational mission. These determine how power is exercised, how decisions are taken, how stakeholders have their say and how decision-makers are held to account.”2
The purpose of this Policy is to describe the University’s governance structure as it has been established through legislation; common-law; by-laws and resolutions approved by the Board of Governors (“Board”) and the Senate; and organizational practices as they have evolved.
2. HISTORY
The University of Ottawa, one of the oldest universities in Canada and the largest bilingual university in North America, is a research-intensive, non-denominational, international university. It was originally established in 1848 as the Roman Catholic College of Bytown by the Missionary Oblates of Mary Immaculate. The Missionary Oblates of Mary Immaculate is a religious order of the Roman Catholic Church founded on January 25th, 1816 by Saint Eugene de Mazenod, a French priest from Marseilles. It was first recognized by Pope Leo XII on February 17th, 1826. In 1861, the College of Bytown became the College of Ottawa. Through a Royal charter, it was elevated to university status, becoming the University of Ottawa in 1866. In 1889, the University of Ottawa was granted a pontifical charter by Pope Leo XIII, making the Archbishop of Ottawa its Chancellor.
Initially a liberal arts college (men only prior to 1919), it has been teaching pure and applied sciences in both French and English since the 1880s. It has been conferring Bachelor’s degrees since 1872, Master’s Degrees since 1875, and Doctorates since 1888.
On July 1st, 1965, the Ontario Legislature approved Bill 158, the University of Ottawa Act, making the university a non- denominational, provincially-funded institution. It reorganized the University as a corporation independent from any outside body, lay or religion. The civil and pontifical charters were kept by the newly-created Saint Paul University which is federated with the University of Ottawa. The Ecclesiastical, Pastoral, and Missiology fields of studies stayed under the administration of the Oblates while the University of Ottawa retained the civil faculties. The position of President was no longer reserved for an Oblate and the position of Chancellor was no longer reserved for the Archbishop of Ottawa.
Saint Paul University is a Catholic Pontifical university federated with the University of Ottawa. It is located on Main Street in Ottawa (Ontario, Canada) and has been entrusted for more than a century to the Congregation of the Missionary Oblates of Mary Immaculate.
1 “Building on Strength: Improving Governance and Accountability in Canada’s Voluntary Sector”, Report of the Panel on Accountability and Governance in the Voluntary Sector (Broadbent Report), 1999 p. 13. 2 Plumptre, Tim & Graham, John, “Governance in Transition: Issues and Challenges for Canada”, Discussion paper, Institute on Governance. Ottawa Dec. 3rd, 1999.
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3. THE LEGISLATIVE FRAMEWORK
3.1. OBJECTS AND PURPOSE OF THE UNIVERSITY OF OTTAWA
The University was incorporated as a bilingual post-secondary institution in 1965 through the passage of the University of Ottawa Act (“Act”) by the Legislative Assembly of Ontario. Under the Act, its objects and purposes are:
(a) To promote the advancement of learning and the dissemination of knowledge; (b) To further […] the intellectual, spiritual, moral, physical and social development of, as well as a community spirit among its undergraduates, graduates and teaching staff, and to promote the betterment of society; (c) To further bilingualism and biculturalism and to preserve and develop French culture in Ontario.3
3.2. THE BICAMERAL SYSTEM OF GOVERNANCE
The Act establishes a bicameral system of University governance, typical of many of Canada’s universities through which governance is shared by the Senate and the Board of Governors. This system recognizes the need for sound administrative practices and oversight by a Board that is independent of the University’s senior staff, but assigns responsibility for educational and research policy and related matters to its academic leadership. The Senate is the most senior academic body of the University that is responsible for the academic policy of the University while the Board of Governors is the most senior corporate body that is responsible for all other aspects of the governance 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.
The bicameral system has a powerful raison d’être. Implemented at a time when the University became part of Ontario’s network of post-secondary institutions, it was founded on the convictions that:
Despite public and private sources of funds, academic freedom cannot be compromised; it is best served by vesting control over educational and research policy in the University’s academic leadership. As the most senior academic body, the Senate determines what is to be taught, who teaches it, and how it shall be taught; The effectiveness of the direction, control and accountability over all other matters, including the budget, property, revenues, expenditures, and business affairs of the University, is optimized by granting authority to a senior corporate body — the Board of Governors — that represents a wider range of stakeholders, including students, faculty, and staff, alumni, government bodies, funding agencies and the general public.
At the same time, embedded in this system of shared governance is the recognition that there are many issues of common interest to both the Senate and the Board. The University of Ottawa Act established a Joint Committee made up of representatives of both bodies to enable a coming together of the perspectives of both on key issues such as future direction, the funding of programmatic and academic priorities, and the implications of Board decisions on teaching and research.
The Chancellor of the University is its titular head and the President is its Chief Executive Officer, responsible for day-to-day operations. The President is also Vice-Chancellor and Chair of the Senate in which capacity he oversees the University’s academic affairs, its general administration, and its teaching and support staffs.
3 An Act respecting Université d’Ottawa, S.O. 1965, C.137
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3.3. ADDITIONAL LEGAL AND STATUTORY OBLIGATIONS
In addition to the University of Ottawa Act, the University is required to comply with a wide and complex range of legal and statutory obligations:
Among others, the University is governed by the Income Tax Act; the Ontario Trustee Act; the Freedom of Information and Protection of Privacy Act; legislation governing employment standards, labour relations, occupational health and safety, and consumer and environmental protection. The University is required to comply with over 30 Federal, Provincial and/or Municipal Acts and Regulations governing environmental health and safety alone. It is bound by the Ontario Human Rights Code and, as a not-for-profit charitable organization, it is also subject to the Charities’ Accounting Act; There are seven collective agreements governing the University’s obligations to its staff; Members of the Board of Governors are also subject to fiduciary duties that are imposed on them by the common law, including the Duties of Care, Due Diligence, and Loyalty (further detail on these duties are provided in Section 6.3.2 below).
3.4. HEAD OFFICE
The Head Office of the University of Ottawa is:
550 Cumberland Street Ottawa, ON K1N 6N5
3.5. FISCAL YEAR
The University’s fiscal year ends on April 30th.
4. THE CHANCELLOR
The Chancellor is the titular head of the University and, accordingly, occupies the place of honor at commencement exercises and other functions. He is ex-officio a member of the Senate and is appointed by the Board of Governors, with the concurrence of the Senate, for a term of four years. The Chancellor is also an Honorary Member of the Board for the duration of his term and enjoys all the rights and privileges of an Honorary Member. He may be reappointed at the end of his term.
5. THE SENATE
The Senate is the highest authority on academic matters and establishes the University's educational and research policies. Through its committees, it is responsible for the sound management of academic issues on campus. The Senate has the power, subject to the approval of the Board insofar as the expenditure of funds is concerned, to create, maintain, and discontinue faculties, departments, schools and to establish chairs. It enacts by-laws and regulations for the conduct of its affairs. In particular it:
Controls, regulates, and determines the educational and research policies of the University; Determines courses of study and standards for admission to, and continued membership in, the University;
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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; Confers the degrees of Bachelor, Master and Doctor, and all other degrees and diplomas in all branches of learning that may appropriately be conferred by a university; Confers honorary degrees, with the concurrence of the Board, in any branch of higher learning; Creates committees to assist it in the exercise of its powers.
5.1. OFFICERS OF THE SENATE
The President of the University Chairs the Senate; the Vice-President, Academic and Provost is Vice-Chair. The Vice- President, Governance is the Secretary to the Senate.
5.2. MEMBERS
Membership in the Senate is based on the principle of collegiality rather than representation. All members of the Senate are expected to represent the entire University community and share the responsibility for the whole of the University’s academic life. They are expected to vote according to their individual consciences rather than as representatives of their respective faculties or other interests. On the other hand, they have an obligation to make known to the Senate and its committees the views of particular groups or associations to the extent that this information can help better define a problem and/or resolve it for the common good.
The Senate is composed of the following members:
The Chancellor; The President and Vice-Presidents; The Associate Vice-President, Academic; The President of Saint Paul University; The Dean and the Secretary of each Faculty, including the Dean of the Common Law Section, the Dean of the Civil Law Section, and the Deans of Saint Paul University; The Vice-Dean of the Faculty of Graduate and Postdoctoral Studies; One regular full-time member of the academic staff of each faculty, including those of Saint Paul University, elected by the council of each Faculty for a term of three years; The Associate Vice-President, Academic (International) and Director of the International Office; The Associate Vice-President, Research; The Associate Vice-President, Research (External); One full-time student elected by his peers in each Faculty, and one student for the two sections in law; Two full-time Graduate and Postdoctoral students elected by their peers; The University Registrar; The University Librarian; The Director or each of the following: the Co-operative Education Programs, the Teaching and Learning Support Service, the Student Academic Success Service, and the University of Ottawa Center for Continuing Education.
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5.3. SENATE COMMITTEES
The Senate has established the following standing advisory committees:
The Executive Committee of the Senate which is primarily responsible for receiving requests made to the Senate and either deal with them itself, referring them to the appropriate Senate committee for consideration and recommendation, or submitting them directly to the Senate; receiving reports from Senate committees and approving them or submitting them to the Senate; ensuring that Senate committees function properly; and submitting to the Senate recommendations for the betterment of the University; The Council on Undergraduate Studies which supervises, coordinates, and plans undergraduate studies. Specifically, the Council: o Establishes academic regulations such as requirements for admission and granting of undergraduate degrees in a way that preserves the excellence of undergraduate programs and promotes the University's general goals and its academic plans for this academic level; receives evaluation reports of undergraduate study programs; o Works with the Registrar’s office to coordinate academic regulations regarding student admission, registration and promotion, and academic records of undergraduate students and candidates’ nomination for a degree; o Advises faculties and Senate on formulating and updating the University's and faculty-specific academic development plans. The Committee on Honorary Degrees, which is responsible for defining the University’s policy relative to honorary degrees, establishing standards for the selection of candidates, studying candidates for honorary degrees, and making recommendations relative to the granting of honorary degrees. The Committee on the Evaluation of Undergraduate Programs supports the Vice-President, Academic and Provost to conduct evaluations of the University’s undergraduate programs. Undergraduate programs are reviewed every seven years to maintain and, where needed, to improve the quality and relevance of the University’s bachelor and certificate programs. Review teams are comprised of two independent external evaluators from the same discipline as that of the academic unit concerned. The Committee on Teaching and Teaching Evaluation which advises the Senate on all teaching aspects: o To promote teaching and learning excellence in all its forms as well as the importance and the innovative character of teaching at the University; o To implement initiatives designed to influence the quality of professors’ teaching experience at the University (tools, practices, environment, and policies); o To administer the Teaching and Learning Grants Program and the Special Grants Program for Innovative Pedagogical Material in French; o To implement strategies to ensure appropriate recognition of excellence in teaching during an academic career; o To oversee the maintenance and development of tools that enable students to provide their input on the quality of teaching; o To ensure the development of evaluation tools that take into account the different types of teaching and the academic support offered at the University; o To facilitate and promote communication with the entire academic community to better meet its evaluation needs; o To ensure that evaluation is promoted to students and professors; o To submit an annual activity report to the University Senate.
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The Committee on Francophone Affairs and Official Languages whose role is to oversee the planning and implementation of initiatives that will help the University fully assume its mission and commitment to promote and develop French culture in Ontario. The Committee also supports the University community’s development in both official languages.
The Senate has also established a Senate Appeals Committee that makes final decisions on specific cases of academic appeal once these matters have been dealt with at the faculty level. This includes:
Appeals submitted by students concerning the application of regulations governing admissions, promotions and degree requirements, and any other academic regulations of the University; Any recommendation of disciplinary sanction or appeal of a disciplinary sanction in accordance with relevant Senate regulations; Any other appeal referred to the Committee by the Senate or its Executive Committee.
The Committee may also make recommendations on any regulatory and/or policy changes with respect to the regulations and procedures which it is entrusted to apply. It reports to the Senate or the Executive Committee of the Senate once a year, or upon request; its Chair is appointed by the Executive Committee.
6. THE BOARD OF GOVERNORS
The legislation establishing the University of Ottawa states clearly that the “management, discipline and control of the University shall be free from the restrictions and control of any outside body.” At the same time, the University is accountable to a many stakeholder groups and organizations including students, faculty and staff, alumni, government bodies, funding agencies, and the general public. The Act — reinforced by decisions made by the Board since 1965 — acknowledges the need to balance this diversity of perspectives while remaining independent of outside control by establishing a ”stakeholder board” in which groups with a legitimate stake have both a voice and a vote.
The University of Ottawa Act assigns to the Board of Governors authority over all aspects of “the government, conduct, management of the University and its property, revenues, business and affairs,” except for the University’s educational and research policy and related matters (such as the establishment, maintenance and discontinuance of faculties, departments, schools or institutes) which are the responsibility of the Senate. The Board acts as the trustee on behalf of its stakeholders by holding the President accountable for the University's performance, its long-term viability, and the achievement of its objectives.
6.1. BOARD STRUCTURE
The Act provides for the appointment of not more than thirty-two members to the Board of Governors, including the President, sixteen of whom represent key stakeholder groups to the Board of Governors. The Board elects a Chair and a Vice-Chair from among its members. The Act stipulates the authority for appointments as follows:
Twelve members appointed by the Board; Four members appointed by the Government of Ontario; Two members appointed by the Senate from among its members; Two members appointed by the Alumni Association from among its members; Eight members appointed by the Council of Administration of Saint Paul University; Up to four additional members appointed by the Board.
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Through By-laws, the Board has further reinforced the need to have a broad range of its stakeholders represented among its members by deciding to appoint some of the sixteen members for whom it has authority from among: the University’s teaching staff (two members), support staff (two members), graduate students (one member), and undergraduate students (two members). These appointments are made by the Board following elections by their peers; by-laws establish the process for the elections.
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, renewal, and rejuvenation 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 two years, starting in May. Appointments made by the Senate, the province of Ontario, and Saint Paul University are for three years. Members of the Board are not remunerated for their service; however the Board has established policies governing the reimbursement of costs.
6.2. OFFICERS OF THE BOARD OF GOVERNORS
CHAIR
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 Committee on Governance and Nominating and the Selection Committee for the President; he is also Vice-Chair of the Executive Committee of the Board. The Chair is entitled to vote at all Board meetings and, in the event of a tie vote, has a second or casting vote.
The Chair has a wide-ranging set of administrative duties, and normally devotes between six and ten hours per week to University activities. These duties include: preparing and chairing meetings for which he is Chair; contributing to the activities of other Board committees; playing a lead role in the evaluation of the President’s performance; regularly consulting with the President and the Vice-President, Governance; and representing the University’s interests with a range of government bodies.
The Chair also participates in a wide range of University functions, including 14 annual convocation ceremonies and he is invited to participate in such external bodies as the Council of Ontario Universities Committee of University Presidents and the National Association of University Board Chairs and Secretaries.
The Board elects the Chair from among the members appointed by the Board, the Province of Ontario or the Alumni Association on the nomination of the Committee on Governance and Nominating. Full-time members of the teaching staff, the support staff, and the student body are ineligible. While Chairs are eligible for re-appointment so long as they remain members of the Board, their term of office ends when their respective appointments as Governor end, unless otherwise stipulated by the Board.
VICE-CHAIR
The Vice-Chair performs the duties of the Chair in his absence. In cases where both are absent, the Vice-Chair of the Executive Committee (the President) presides at the meetings of the Board. The Vice-Chair also chairs the Executive Committee. The method and terms of appointment are the same as those for the Board Chair.
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VICE-PRESIDENT, GOVERNANCE
The Vice-President, Governance is the Secretary of the University as outlined in The University of Ottawa Act. In this capacity, he coordinates and facilitates the activities of the Board of Governors, the Senate, and their respective committees to ensure the smooth operation of the University’s bicameral governance structure and performs such other duties as may be assigned to him by the President or by the Board.
The Vice-President, Governance provides leadership in the maintenance and ongoing evolution of the University’s governance practices and the coordination and execution of the University’s strategic objectives in affairs of University governance. The Vice-President supports the Senate and the President by facilitating the enactment of by-laws and appropriate governance systems to carry out the business of the Senate. To support the Board of Governors, he provides information, advice, and interpretation in matters of governance structure, policy, and procedure with a view to facilitate the oversight role of the Board by ensuring the Board is being engaged at the appropriate level and is receiving the appropriate documentation on a timely basis.
The Vice-President, Governance directs the University’s legal services. To succeed in a complex legal and regulatory environment, the Board and Senior Management need assurances that the University is in compliance with applicable legal and statutory obligations and is adequately taking into account the legal and regulatory ramifications of business decisions. In addition, the Vice-President, Governance is the steward of the University’s corporate information and the official keeper of corporate records for legal, administrative, and other purposes. He oversees the establishment and maintenance of systems to support institutional memory and is responsible for the University Archives.
6.3. RESPONSIBILITIES AND FIDUCIARY DUTIES OF THE BOARD OF GOVERNORS
The Board is an independent, corporate governing body of the University, having significant accountability, obligations, and duties. Its role is primarily strategic, 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.
As with the Senate, membership on the Board of Governors is based on the principle of participation rather than representation. Governors are expected to vote according to their individual consciences rather than 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 sound governance.
6.3.1. RESPONSIBILITIES
The Board of Governors is responsible for the following functions:
ESTABLISHING STRATEGIC DIRECTION
Establishing a process for strategic planning that includes an analysis of risks and opportunities; Providing leadership in the development of mission, vision, values, goals, and strategies in concert with the President and in consultation with the Senate;
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Reviewing and approving the Strategic Plan and ensure the appropriate operational plans are in place to implement it; Establishing broad policies to govern the University in areas of its mandated responsibility.
ATTRACTING AND ENABLING STRONG EXECUTIVE LEADERSHIP
Identifying the skills and competencies required of the President and ensuring an appropriate allocation of responsibilities between itself and the President; Ensuring the appropriate delegation instruments, including signing authorities, are in place; Appointing, training, and monitoring the performance of the President; Ensuring appropriate mechanisms are in place to appoint Vice-Presidents and Heads of Faculties; Providing the Administration with the support, authority, and responsibility required to lead and manage University affairs successfully.
SECURING AND SAFEGUARDING FINANCIAL RESOURCES
Ensuring the appropriate strategies are 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; all 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.
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OVERSIGHT AND CONTROL
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 the University has in place, and is in compliance with, an appropriate framework for ethics and values; 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 programs and services remain relevant 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.
ON-GOING STRENGTHENING AND RENEWAL 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 of the Chair and Vice-Chair; 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 new 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.
OPENNESS, 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, including its fundraising objectives; Strengthening the image and profile of the University with the public and key stakeholders.
6.3.2. FIDUCIARY DUTIES OF INDIVIDUAL MEMBERS OF THE BOARD OF GOVERNORS
As fiduciaries, Board members are subject to duties that are imposed on them by the common law by virtue of the University’s status as a not-for-profit charitable organization. So 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 58 member universities across Canada share losses arising from their operating risks, including liability for errors and omissions.
Board members are required to comply with the Code of Ethical Conduct and Responsibilities of Members of the Board of Governors of the University of Ottawa and to sign a ”conflict of interest disclosure form and acknowledgement and undertaking of responsibilities”.
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THE DUTY OF CARE
In fulfilling their duties, each Governor must meet a certain level of competence and skill based on the Duty of Skill and Competence. Additionally, each member must exercise diligence when fulfilling his duties.
THE DUTY OF SKILL AND COMPETENCE
Subjective Standard for Directors of a not-for-profit corporation: Board Members must exercise the degree of skill that may reasonably be expected from a person of his or her knowledge and experience. This standard is unique to directors of not-for-profit corporations in that it takes into account each Member’s education, experience, knowledge and abilities. Directors 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 Members are expected to educate themselves so that they can make informed decisions; Trustee Standard for Directors of a charitable organization: Board members are also bound to exercise the care of a reasonable business person in managing his or her own affairs, i.e., they must manage the University’s assets as if they were their own.
THE DUTY OF DILIGENCE
To enable knowledgeable and informed decisions, the University’s Governors are also required to exercise the duty of due diligence. They 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. They must also 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.
THE DUTY OF LOYALTY
In accepting to be appointed to the Board of the University, members are bound by the duty of loyalty. The duty of loyalty 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 Board deliberations.
THE DUTY TO DISCLOSE CONFLICTS OF INTEREST
Board members are also required to comply with the Code of Ethical Conduct and Responsibilities of Members of the Board of Governors of the University of Ottawa. 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 of the Board and the Vice-President, Governance. The Code also requires that members in a conflict of interest situation absent themselves during any discussion or vote in connection with the conflict. The Code can be found at the following link: https://www.uottawa.ca/administration-and-governance/board-of-governors/code-of-ethical-conduct
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CONFIDENTIALITY
Part of the duty of loyalty includes the need to keep information and matters pertaining to the meetings and the affairs of the University confidential, particularly in cases where disclosure may prejudice the interests of either the University or some other person whom it has an obligation to protect. Respect for confidentiality is also an important factor in building the trust and confidence among members. This duty continues indefinitely after a member has left the Board.
6.4. BOARD COMMITTEES
The Board of Governors has established the following standing committees, their sub-committees and the terms of reference for each. Table 1 provides information on committee membership, chairs, and frequency of meetings as currently defined in the by-laws. Other ad hoc committees are established from time to time as the need arises, i.e., for the purpose of recruiting the President or appointing the Chair. The Terms of Reference are available at the following link: http://www.uottawa.ca/administration-and-governance/board-of-governors/committees
The Executive Committee of the Board of Governors — in addition to certain specified duties largely related to matters of financial and human resources — has all of the powers of the Board between the meetings of the Board, unless otherwise specified by the Board; key among the specified duties are to: o Receive, for recommendation to the Board of Governors, the five-year and strategic plans; o Approve the policies and procedures that are not the responsibilities of other committees of the Board; o Receive, for recommendation to the Board of Governors, tuition and associated fees; o Oversee the implementation of human resources management tools for senior management, in particular for talent management, succession planning, and the replacement program; o Ratify collective agreements for unionized University staff and ratify salary agreements and policies concerning non-unionized groups of employees; deal with any matter, individual or collective, where a collective agreement between the University and a union refers to the Board of Governors, unless such matter has been specifically delegated to another committee of the Board or the text of the agreement otherwise specifies; o The Executive Committee may amend, upon the recommendation of the rector and with the concurrence of at least 75% of the members of the Committee present at any meeting thereof, a By-Law of the Board; o Act as a nomination committee for the position of Chancellor whose appointment shall be made by the Board; o Approve the honorary degrees to be bestowed on the candidates chosen by the Executive Committee of the Senate; o Receive periodic reports on performance management of the strategic plan for presentation to the Board. The Finance and Treasury Committee has budgetary and financial oversight responsibilities for the University as well as an oversight responsibility for the Long Term Portfolio, its Treasury investments, and its liability structure. The Governance and Nominating Committee makes recommendations to the Board on a range of governance matters including nominations to the Board and its committees, orientation and on-going training and development of Governors; an annual Board self-assessment, recruitment, and appraisal of the President and governance policies; The Audit Committee assists the Board in fulfilling its legal and fiduciary obligations with respect to the annual audited financial statements, risk management and control, internal audit of the effectiveness, efficiency and economy of the University’s operations, compliance with legal and statutory obligations, and ethics and values; Save and except the powers to appoint the members of the committee, modify the pension plan, and appoint the trustees and investment managers of the pension fund which are under the exclusive jurisdiction of the Board of Governors, the Pension Plan Committee has been delegated all of the powers necessary for the interpretation of the pension plan and the administration of the pension fund.
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The Pension Fund Investment Committee will, after giving proper consideration to the comments and recommendations of the Pension Plan Committee, recommend to the Board of Governors the approval of the Plan’s related Statement of Investment Policies and Procedures (SIPP). This includes establishing the return on investment objective and risk tolerance including the asset mix policy and strategic ranges for asset classes. The Buildings and Land Committee plays an essential role in the management of major construction projects and of the University’s land development, in the safeguarding of real property and assets. The Committee also ensures that the development projects fall in line with the Campus Master Plan. Joint Committee of the Board and Senate; as required under the University of Ottawa Act, there is also a joint committee of the Board and Senate which reports to both bodies and which deals with “matters of mutual concern.”
Prior to 1987, the Joint Committee — in addition to making decisions on issues related to promotion, tenure, and sabbatical leave — also had the mandate to: o Consider matters having to do with priorities in the development of the University; o Consider policies affecting the University teaching staff.
However, since 1987 the Joint Committee has dealt primarily with individual cases of promotion, tenure, and academic leaves within the context of the Collective Agreement between the Board and the Association of Professors of the University of Ottawa (APUO).
TABLE 1: BOARD COMMITTEES AND COMPOSITION
Note: All committees report to the Board of Governors unless otherwise indicated.
Committee Membership Chair Typical Number of Meetings per Year
Joint Committee The President; President of the 20 of the Board and Two Vice-Presidents elected by the Executive University Senate Committee of the Board; Vice-Chair: the Vice- Three persons elected by the Board; President, Academic Three persons elected by the Senate from among its members;
Executive The Chair of the Board; Vice-Chair 12 Committee The Vice-Chair of the Board; of the The President; Board Nine other Board members appointed by the Board. Vice-Chair: the President Finance and The President (ex-officio); One of the 8 Treasury Five members recommended by the Governance Board Committee and Nominating Committee and appointed by the members Board of Governors; on the Two non-voting external members recommended by Committee the Governance and Nominating Committee and Vice-Chair: appointed by the Board of Governors. elected from among the members
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Governance and The Chair of the Board; Chair of the Board 6 Nominating The Vice-Chair of the Board; Committee The Chair of the Audit Committee; The President; A member of the Board appointed by the Board; The past Chair (ex-officio). Audit Committee At least three persons elected by the Board from Appointed by the 4 among its members. Only those Board members not Governance and employed by the University and appointed under Nominating paragraphs 9 (b), (c), (e), and (f) of the University of Committee Ottawa Act (1965) are eligible. They must be financially literate and at least one must have financial expertise. Pension Plan Three persons elected by the Board from among its One of the Board 4 Committee members; members on the Four members appointed by the Association of Committee professors of the University of Ottawa; appointed by the One member appointed by the Support Staff Board Retirees’ Association; Vice-Chair: Three members appointed by the Ontario Secondary appointed from School Teachers’ Federation; among the One member appointed by the Professional Institute committee’s of the Public Service of Canada; members One member appointed by the Association of Professors Retired from the University of Ottawa; One member appointed by the International Union of Operating Engineers The Associate Vice-President, Human Resources; The President (ex-officio). Pension Fund One external person appointed by the Board to An external person 4 Investment serve as Chair (i.e. who is neither employed by the appointed by the Committee University, a member of the Board or a member of Board the Plan); Vice-Chair: elected Two other external persons appointed by the Board; from among the One person elected by the Board from among its committee’s members; members The Vice-President, Resources; Two members of the APUO appointed by the Board, pursuant to the provisions of the Collective Agreement; One other member of the Plan appointed by the Board. Buildings and The President of the University One of the three 4 Land Committee The Chair or Vice-Chair of the Board of Governors members appointed Three members of the Board of Governors, by the Board, elected appointed by the Board by the Committee on Three external members, appointed by the Governance and Committee on Governance and Nominating Nominating
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6.5. GOVERNORS EMERITUS
The Board may confer the title of “Governor Emeritus” to former members of the Board of Governors who have rendered extraordinary services to the University of Ottawa or the University community, and/or whose ability and knowledge has been of outstanding value to the Board.
7. THE PRESIDENT AND SENIOR ADMINISTRATION
7.1. THE PRESIDENT
ROLES AND RESPONSIBILITIES
The President (the Rector, under the Act) is the Chief Executive Officer of the University and is responsible for managing its day-to-day operations. He chairs the Senate and is Vice-Chancellor; in the absence or vacancy in the office of the Chancellor, he performs the functions of the Chancellor. The University of Ottawa Act establishes that the President has “supervision over and direction of the academic work and general administration of the University, the teaching staff, officers, servants and students thereof, and has such other powers and duties as from time to time may be conferred upon or assigned to him by the Board.” To reinforce the President’s authority over senior staff, the Board passed the following By-law in 1987:
“The Rector shall be responsible to transmit to all senior officers the orders and directions of the board and see that the general policy of the Board is implemented by these officers. The Rector shall have direct control of all senior officers, receive their reports and be responsible for submitting them to the Board. Once a year, the Rector will present to the Board a general report of the activities of the University.”4
The President is a member of the Board and Chair of the Senate. Through by-laws, the Board has also established that the President is chair of the Administrative and the Joint Committee and a member of all committees except the Audit, Treasury, and Pension Fund Investment committees. In his dual role on the Board and the Senate, the President is uniquely positioned to play a key role in establishing and maintaining strong relationships between the two governing bodies.
The President recommends to the Board of Governors the appointment of the Vice-Presidents and other officers, heads of faculties, senior administrative officers, and members of the teaching staff can only be appointed, promoted or removed on the recommendation of the President.
APPOINTMENT PROCESS
The President is appointed by the Board of Governors for a term to be determined by his contract. The Executive Committee (excluding the incumbent President) is responsible to the Board for the oversight of the nominating process with the support of a sub-committee).
4 University of Ottawa, By-Law A3 (1987)
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ASSESSING THE PRESIDENT’S PERFORMANCE
The Board has also established a procedure for assessing the President’s past performance and establishing goals for the upcoming period. The Committee on Governance and Nominating is responsible for the process.
7.2. VICE-PRESIDENTS
There are currently five Vice-Presidents:
The Vice-President, Academic and Provost is the highest ranking officer after the President and, as such, acts as President in this person’s absence or if the position is vacant. He works closely with the Deans to set the University's broad academic directions, to design and regularly evaluate programs, to recruit and retain professors, and to establish student-recruitment strategies. The Vice-President, Academic and Provost also oversees the University's ten faculties, and the programs and services designed to help students make the most of their university experience and to guide professors in their academic pursuits. He is also responsible for all sectors that play a strategic role in the University's Francophone mission; The Vice-President, Research establishes priorities, policies, and practices that attract and retain outstanding researchers at the University of Ottawa. He also works with industry partners, government leaders, granting councils, and other research institutions to create a dynamic and stimulating environment for research in Canada for the benefit of Canadian society. The Vice-President, Research works in partnership with stakeholders in the affiliated hospital research institutes to advance research and innovation; The Vice-President, External Relations advances the goals of the University in raising the University's profile, in building internal and external alliances and strategic partnerships, and in fund development and revenue generation to support the University in its mission of teaching and scholarship. He is responsible for the activities of the development, alumni affairs, government relations, marketing, communications, and language services, ensuring that they are in concert with the University's mission; The Vice-President, Resources oversees the management of the University’s human, financial, computing, and physical resources as well as facilities planning, security and parking, housing, community life, occupational health and safety, enterprise risk management, Food Services, and Sports Services; The Vice-President, Governance (see section 6.2 under Officers of the Board of Governors, page 10).
7.3. DEANS OF THE FACULTIES AND THE CHIEF-LIBRARIAN
The University currently has ten faculties, each including several academic departments and headed by a Dean (two in the case of the Faculty of Law):
Faculty of Arts Faculty of Law, Common Law Section Faculty of Education Faculty of Medicine Faculty of Engineering Faculty of Science Faculty of Graduate and Postdoctoral Studies Faculty of Social Sciences Faculty of Health Sciences Telfer School of Management Faculty of Law, Civil Law Section
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The Deans play a key role in the University’s governance system. Each faculty is headed by a Dean or Head of Faculty who is responsible for excellence in teaching and research and the overall management of the Faculty. They act in conformity with the University of Ottawa Act, the regulations of the Board of Governors, and the by-laws of the faculty. Appointed by the Executive Committee of the Board of Governors on the advice of the President, they report to the President and serve on the Senate, key committees, and other University bodies.
The Deans have a complex leadership role that requires them to make independent judgments on matters affecting the University as a whole while also representing their respective faculties’ perspectives. They play an important role with their colleagues in establishing the University’s overall, long-term academic and research policy while also managing day-to-day operations within their respective faculties. The Deans provide leadership in education and research within their own faculties, and also have large and multifaceted administrative and supervisory duties, including overseeing the delivery of a wide range of programs and services to students, managing large budgets in an environment of resource constraints and managing a highly diverse group of faculty and staff members.
More specifically, the Deans are responsible for:
The day-to-day administration of the faculty budget as approved by the Board of Governors; Preparing itemized budgetary estimates for the following year in accordance with the academic development plan approved by the faculty and the Senate; Presenting recommendations to the Joint Committee of the Senate and the Board of Governors, prepared by the Committee on Teaching Personnel of the faculty, and dealing with appointments, renewal or non-renewal of contracts, promotions, various types of leave, and tenure; Communications between the faculty and the rest of the University and, more specifically, for ensuring that the members of the faculty are kept informed of the proceedings and decisions of the Senate and its committees as well as the proceedings and decisions of the Faculty Council and its committees; Preparing the annual report on faculty activities; Discharging such other responsibilities as may be assigned.
The University of Ottawa Chief-Librarian is appointed by the Executive Committee based on the President’s recommendation and is responsible for the management of the University of Ottawa’s libraries.
7.4. THE ADMINISTRATIVE COMMITTEE
The President has established a committee responsible for the internal management of the University and for the general administration of University business, in keeping with applicable laws and regulations. The Committee is responsible for the development of the strategic Plan of the University and oversees its operationalization, establishes University policies and makes administration decisions that are needed to ensure the success of students' university experience, oversees the development of the budget, the capital plan and the procedures on human resources, supports research and maintains communication and external relations policies.
The Administrative Committee has a number of sub-committees:
o The Committee on Health, Safety and Environment; o The Advisory Committee on Campus Security; o The Parking Committee.
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7.5. THE COUNCIL OF THE ADMINISTATION COMMITTEE, THE DEANS, AND THE CHIEF- LIBRARIAN
Under the direction of the President, the Council of the Administration Committee and Deans acts as the University executive consultative committee. Members have a dual role in participating in the deliberations of the Council; first, as administrators for a sector or a faculty and secondly in representing the larger interests of the University.
The Council acts as a consultative committee and promotes a culture of information-sharing and collaboration between members in several areas, including the strategic plan, the budget, the capital plan and the major research initiatives.
8. RECRUITMENT OF GOVERNORS
The Office of the Vice-President, Governance is responsible for conducting elections for the Senate, the Board of Governors, and their committees. The Board has recently adopted a Profile for the Board of Governors which describes the attributes required of all members of the Board and the mix of skills and experience required of the Board as a whole. It is designed to assist in the ongoing process of Board recruitment, re-generation, and renewal.
8.1. ORIENTATION AND TRAINING OF GOVERNORS
Upon appointment, new Board members meet with the Chair of the Board and receive an information package. In addition, once a year, there is a retreat for members during which the Board Chair, the President, and the Vice-Presidents make presentations.
8.2. SELF-ASSESSMENT
The Committee on Governance and Nominating is responsible for overseeing a Board self-assessment process. A self- assessment questionnaire has been developed and is generally conducted on an annual basis.
9. ORGANIZATION AND MANAGEMENT OF MEETINGS
9.1. MEETINGS
Meetings are held at the University’s Head Office in Ottawa unless otherwise determined.
The frequency of meetings of the Board, the Senate, and their Committees reflects the nature of their work and the decision/oversight expected of them. To the extent possible, agendas should be designed to focus on issues of strategic importance, and the number of meetings will reflect the nature and timing of the deliberations required of each body. Discussion at meetings of the Board should be confined to those issues that clearly fall within the Board's authority according to its policies. Board deliberation at meetings will be timely, fair, orderly, thorough, and efficient. Briefing materials are provided to members of the Board, the Senate, and their Committees prior to the meetings to provide members with time for review.
While the Act establishes quorum at 14 members, carrying out the work of the Board of Governors effectively requires a commitment on the part of all members to attend all Board meetings and meetings of the committee(s) on which they sit.
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The Committee on Governance and Nominating monitors the attendance of Board members at meetings of the Board and its committees and provides comments to the Board.
Minutes of meetings of the Board, the Senate, and their Committees are the responsibility of the Vice-President, Governance. The Vice-President, Governance shall determine who is to be the recording secretary of a committee if the Board has not done so.
The agendas, minutes, and video recordings of Board meetings are posted on the University’s website.
9.2.ANNUAL MEETING
The By-laws direct the Board to hold an annual meeting within six months after the end of the fiscal year (April 30th). At these meetings, the Board reviews and approves the audited financial statements and auditors’ report; appoints the external auditors and fixes their remuneration; appoints members to the committees; appoints Board members and/or requests the other appointing authorities to proceed with appointments.
9.3.POLICY ON VIDEO-RECORDING AND PICTURE-TAKING
The Board has established a policy aimed at maintaining and operating with the highest norms of good governance and transparency. While the public is invited to the meetings of the Board of Governors that take place on University premises, members of the Board are entitled to debate vigorously their points of view in a climate serene and free from intimidation. Members of the Board and guests of the Board have a right to their own image and to be protected from the risk of undue, false or distorted recording and broadcasting of their own image. The policy may be found at https://www.uottawa.ca/administration-and-governance/board-of-governors/policy-on-videorecording
9.4.COMMUNICATION AND DISCLOSURE
All members of the Board are expected to represent the University positively to the community; however authority to speak on behalf of the Corporation rests with the Chair and/or the President. This authority may be delegated to others in the Corporation within their special fields of competence or knowledge. In general, the Chair will represent the Corporation on matters of Board policy and the President will represent the Corporation on operational issues. The University will ensure that all spokespersons are provided with the appropriate training to allow them to effectively communicate the University’s perspective.
9.5.INFORMATION MANAGEMENT
The University of Ottawa is a bilingual institution and its Board operates in both official languages. Materials prepared for meetings are produced in both English and French.
The Vice-President, Governance is the steward of the University’s corporate information and the official keeper of corporate records for legal, administrative, and other purposes. The Act provides that the Secretary not only be the guardian of legal and administrative records, but also directs that the Secretary maintain and keep academic records. He oversees the establishment and maintenance of systems to support institutional memory and is responsible for the University Archives.
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10. GLOSSARY OF TERMS
10.1.KEY GOVERNANCE INSTRUMENTS
Legislation/Statute: the University of Ottawa Act is the Statute that established the University; it can only be amended by the Ontario Legislative Assembly. The Act authorizes the Board to make by-laws, policies, and rules and regulations regarding any matters it considers “necessary or advisable for the government, management, conduct and control of the University.” The University is also required to comply with a wide range of other statutes, statutory instruments, and legal obligations such as contracts and collective agreements. By-law: by-laws of governance of the Board established by the Board of Governors 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 limit or prescribe what kind of action will be taken in different situations, i.e., for the execution of documents; they establish the process for appointing/electing members of the Board and committees as well as the head office and the location and frequency of meetings, etc. The University also adopts by-laws on the acquisition and use of land and to direct the operation and functioning of the pension plan.
In principle, by-laws require the Board’s approval and cannot be adopted or changed without its approval. In practice, the Executive Committee has been authorized to amend by-laws, but only with the concurrence of 75% of the members of the Committee present and only after Board members have received written notice of the motion and the opportunity to comment or object. The Board is still required to ratify the amendment at its next meeting or it ceases to have any force or effect. Academic Regulations established by the Senate regarding the school curricula and the issues related to the research provide details that are not found in the statute or by-laws in the form of definitions, conditions of admission, attendance, awarding of fellowships, scholarships, bursaries, medals, prizes and other awards, etc. Policies of internal functioning of the Administration, established by the Board or under the delegation of powers established by the Board, 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 (including considerations of academic freedom), etc. Procedures: primarily the responsibility of the Administration, procedures are operational in nature and provide specific guidance on how policies are to be implemented. Motion: a formal proposal presented before a governing body for deliberation. Resolution: the motion once it is adopted.
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