2014 Governance Framework and Board Bylaw The Future of Learning Revised – Oct. 8, 2014 & Oct. 30, 2015 Governance Framework and Board Bylaw 2014 Table of Contents Preface ...................................................................................................................................... 2 Section I: Board Mandate and Responsibilities.................................... 3 Mandate ..................................................................................................................................... 3 Legal Context ............................................................................................................................. 3 Responsibilities .......................................................................................................................... 4 Governance Vision ..................................................................................................................... 5 Code of Ethics............................................................................................................................ 6 Code of Conduct ........................................................................................................................ 7 Section II: Organization ........................................................................ 10 Board Membership and Terms of Office ....................................................................................10 Board Officers ...........................................................................................................................10 Board Meetings .........................................................................................................................12 Board Standing Committees .....................................................................................................13 Standing Committee Structure ...........................................................................................13 Executive Committee (EC) .................................................................................................13 Audit and Compliance Committee (ACC) ...........................................................................17 Learning and Engagement Committee (LEC).....................................................................22 Policy and Procedures Committee (PPC) ..........................................................................23 Section III: Information and Resources ............................................... 26 Board Bylaw (Overview) ............................................................................................................26 Section IV: Monitoring and Accountability ......................................... 26 Section V: Appendices ......................................................................... 27 Appendix A – Minister’s Binding Policy Directive – Conflict of Interest ......................................27 Appendix B – Minister’s Binding Policy Directive – Governance & Accountability Framework ...35 Appendix C – Ontario Colleges of Applied Arts & Technology Act, 2002 ...................................40 Appendix D – Board of Governors’ Self-Evaluation Survey .......................................................48 Appendix E – Centennial College Partnerships Framework ......................................................52 Appendix F – The Board Bylaw .................................................................................................59 Appendix G – Governance Policy Development Policy & College Policy Development Policy ...83 Appendix H – Ontario Regulation 34/03 ....................................................................................89 Appendix I – Minister’s Binding Policy Directive – Entrepreneurial Activities ......................... 100 1 Governance Framework and Board Bylaw 2014 Preface Good governance is both essential and complex: every board must strike a balance between its central role of stewardship and its responsibility to advocate on behalf of the organization it governs. To be a competent steward, a board must be self-managing. It must set and manage its own performance standards and strive to serve the institution’s mission and promote excellence. It needs to create efficient structures, clear bylaws, policies and guidelines, and streamlined processes and procedures. The purpose of this framework is to make the work of The Centennial College Board of Governors (hereinafter referred to as “the Board”) transparent to the community that it serves, to further the understanding of the role of the Board, and to inspire and guide the Board in the execution of its mandate. In keeping with both the College and the Board commitment to exceptional governance, the Governance Framework moves beyond the basics by establishing a vision of governance to which all governors commit when joining Centennial’s Board. In respect of the various audiences for this document and to ensure the greatest possible access to understanding it, the use of plain language has been deliberately adopted throughout. Any questions you have concerning this document can be directed to the chair of the Board through the Office of the President of Centennial College. 2 Governance Framework and Board Bylaw 2014 Section I: Board Mandate and Responsibilities Mandate The Board is responsible, subject to the authority and responsibility of the Minister responsible for Training, Colleges and Universities, for the direction of educational policy and to oversee all administrative aspects of the operation of The Centennial College of Applied Arts and Technology (hereinafter referred to as “the College”). The Board has the responsibility to facilitate and approve, and uphold and support the mission, vision and values of the College. The Board values and embraces diversity, equity and inclusion as fundamental to Centennial’s mission to educate students for career success within a context of global citizenship and social justice. As the highest decision-making body of the College, the Board operates subject to the conditions and restrictions contained in the Ontario Colleges of Applied Arts and Technology Act (2002) and many other relevant pieces of legislation and regulation as outlined in this document. The College is a publicly-funded institution and must operate with the highest standards of ethical integrity and conduct for which the Board is ultimately responsible, and it must adhere to its own aspirations to govern accordingly at this level. Legal Context The Board operates under the provincial legislation and regulation that the College is subject to, for example: Regulation under the Ontario Colleges of Applied Arts and Technology Act (2002) , such as Regulation 34/03 (Appendix H) and all emergent regulations and directives issued, from time to time, under this legislation, such as: o The Minister’s Binding Policy Directive - Conflict of Interest (Appendix A) o The Minister’s Binding Policy Directive - Governance and Accountability Framework (Appendix B) Various provincial and federal privacy statutes (such as the PIPEDA) Any other regulation or legislation that may apply or be passed from time to time, either as enabling budget legislation (such as Bill 16 - Creating The Foundation For Jobs And Growth Act, 2010), various labour relations legislation (such as 38:2 Bill 13, Colleges Collective Bargaining Amendment Act, 2005) or more foundational legislation around governance and operation of the college system itself (such as the Colleges Collective Bargaining Act, 2008 and so on). The Ontario Colleges of Applied Arts and Technology Act 2002 (Appendix C) sets out the authority to establish colleges of arts and technology. The Act identifies each college as a corporation without share capital, and with a board of governors. Colleges are also subject to the Corporations Act of Ontario (1990). 3 Governance Framework and Board Bylaw 2014 The legal duties and responsibilities for the Board arise from these sources and from the Board Bylaw (Appendix F). As Crown agencies, colleges are subject to provincial legislation such as the Freedom of Information and the Protection of Privacy Act (FIPPA), the Ontario Human Rights Code, the Financial Administration Act, and the Ombudsman Act. Legally, the College has the authority to sue, to enter into contracts and, with the approval of the Minister, may acquire, sell, grant, convey, mortgage, pledge, lease or otherwise dispose of any real property, although many of these actions will be after due consultation and with the support of the President’s Executive Team. Responsibilities A clearly articulated set of responsibilities is essential for every board of governors: it clarifies and distinguishes a board’s corporate responsibilities and leadership from those of management. Responsibilities also serve as expectations and benchmarks, guiding a board’s work and providing a frame of reference for assessing the Board’s performance. Centennial’s Board has established the following key activities as essential to its fundamental stewardship role: Determine and approve the College’s mission, vision and values Engage in strategic planning, including required approval of the Strategic Plan, the Annual Business Plan and the Annual Report Ensure that sound policies and processes are in place (e.g. risk management and business continuity) Approve and monitor specific elements of the College’s work (e.g. major program changes, marketing claims and major contracts