1. OVERARCHING RESPONSIBILITY
The UW Act [article 14] sets out that “the government of the University and the control of its property and revenues, the conduct of its business and affairs, save with respect to such matters as are assigned by this Act to the Senate, shall be vested in the Board of Governors ....” Governance and stewardship are, therefore, principal responsibilities of the Board and, to that end, the Board will ensure: that its governance and stewardship activities are effective; that a competent management team is in place and effecting results congruent with Board-approved direction; and that the University's reporting and controls are appropriate and functioning effectively.
The Board carries out its mandate directly and through its Committees, which include: Executive, Finance & Investment, Building & Properties, Pension & Benefits, Audit, Governance, Signing, and Advancement and such other Committees as it may appoint from time to time.
It is recognized that most effective governance is dependent upon dedication, energy, time commitment, and skills of the Governors, the quality of their information, the leadership of Board discussions, and the level of openness, transparency, and trust in the relationships among Governors and with senior administration. [Carter and Lorsch, Back to the Drawing Board: Designing Corporate Boards for a Complex World, Harvard Business School Press, 2004, p. 36]
2. CORE RESPONSIBILITIES
The Board's responsibilities, enumerated in article 14 of the UW Act, which Governors are encouraged to read, encompass the following:
- governance including: the operation of and accountability for the Board and its committees; succession (Lieutenant Governor in Council [LGIC] and community at large members [CAL]); training/development/orientation; regular reviews of UW's governance to assess effectiveness
- appointment of the President and officers of the institution, assessment of their performance and determining their compensation
- strategic planning oversight, including: adoption of a planning process, regular review of the process, and assessment of the University's performance against the plan
- risk management oversight, including: confirmation of a process to identify principal risks to the University and that appropriate procedures are in place to monitor and mitigate these risks; confirmation that appropriate processes are in place to address and comply with applicable statutory, regulatory and other compliance matters, as appropriate; and confirmation that processes are in place to comply with UW's policies and procedures
- financial management oversight including: approval of UW's audited financial statements and its annual operating budget; confirmation of the integrity of the internal controls and management information systems; review of operating performance relative to budgets and objectives; approval of fees and charges
- property management oversight including: approval of acquisition and disposal of property; development of UW lands; and major capital projects
- communication strategy including: ensuring the effectiveness of UW's internal and external communication systems; reporting annually to the UW community on the Board's stewardship; and, as Governors, representing UW as champion and ambassador as opportunities present
- granting of faculty tenure
- regulation of conduct of all members of the University community including: adoption of policies and monitoring of compliance
- preservation of institutional autonomy
3. CORE COMPETENCIES OF THE BOARD
To ensure that the Board can fulfil its core responsibilities, the Board as a whole should ensure a diversity of perspectives and possess all the following core competencies, with each Governor contributing knowledge, interest and experience in at least one domain:
- accounting and finance
- business judgement
- strategic planning
- risk management
- information technology
- employment/human resources
- knowledge of the post-secondary education sector
- capital construction / property development
4. BOARD MEETINGS
The Board meets regularly four times a year with its meetings set for the first Tuesday in February, April and June and the last Tuesday in October. Board meetings are structured to provide maximum opportunity for informed discussion and debate on substantive issues. To that end:
- meetings will focus on oversight and decision-making
- information updates will be in written format, wherever possible, and presented for information rather than discussion
- management reports will demonstrate how strategic and operational issues are congruent or at variance with UW's mission/purpose/strategic plan, and how risks are mitigated
- Governors are expected to review agenda portfolios in advance and to participate productively in discussion at the meeting
- Governors bring their variant perspectives to the table, but decisions taken are to be in the best interests of the institution
- By virtue of s.24.1 of the University of Waterloo Act, Governors are required to attend not less than 50% of regular Board meetings in person, failing which their seat on the Board is “ipso facto vacated.” To meet this statutory obligation means in-person attendance at not less than two of the four regularly scheduled meetings. However, while attendance in person is strongly encouraged for the purposes of enhancing board collegiality, Governors may attend the remaining regular and special meetings of the board electronically (understood to mean by telephone or video-conference) when the university has appropriate electronic means at its disposal, so long as Governors meet their statutory obligation in any particular year. Governors experiencing difficulty in meeting attendance requirements should discuss their circumstances with the Chair.
5. CHAIR OF THE BOARD
The Chair of the Board has the responsibility of providing effective leadership to the Board and fulfills this responsibility by:
- ensuring the Board can function independently of management (e.g., ensuring the Board meets regularly without management)
- establishing procedures to govern the Board's work, including chairing all Board meetings; ensuring full participation and debate; developing the agenda, in consultation with the Vice-Chair, President, Secretary of the Board and others, as appropriate
- ensuring the Board fully exercises its responsibilities and duties
- serving as advisor to the President
- ensuring appropriate committee structures and membership, through the Governance Committee; ensuring orientation and training of Governors; establishing performance criteria for the Board and for Governors and their evaluation against these criteria.
UW, through its Board, is accountable not just to government, but to major stakeholders including students, faculty, staff, alumni, donors and the community. Accountability manifests itself beyond reporting requirements to include involvement of stakeholders on decision-making bodies such as the Board and its Committees, as appropriate.
7. EXTERNAL GOVERNORS' [i.e., CAL and LGIC] PERSONAL CRITERIA
Article 11.6 provides that the 10 CAL members [at least three of which must be alumni] ... "shall represent a broad spectrum of the community ...." UW uses the following criteria for evaluating incumbent external Governors and potential candidates for election to the Board. Governors are expected to:
- demonstrate the highest level of personal and professional integrity and accountability
- be committed to UW and its mission; have a general understanding of and bring informed judgement to the broad range of issues that the Board must address
- bring outstanding and relevant business and / or professional experience, including, for example: expertise in finance / investment, law, marketing, fundraising, development
- have governance experience at a senior level, with proven ability to contribute to the effective functioning and decision-making of the Board and its committees
- devote the time necessary to prepare for and attend Board meetings and meetings of any Board committees on which they serve, and to keep abreast of developments that impact these bodies
- support the UW endeavour by attending University functions and acting as University ambassadors whenever possible
Note: Elected faculty, staff and student Governors should similarly strive to meet as many of these criteria as possible.
8. GOVERNORS' RESPONSIBILITIES
By accepting appointment to the UW Board, Governors accept a 'trust': stewardship of the University which is to ensure its long-term integrity and viability. Inherent in this trust is a promise to perform one's duties with prudence and diligence, in the sole interest of the University.
In the conduct of their duties, and congruent with provisions in this document, Governors should apply the 'O.L.D.' Standard: Obedience, Loyalty and Diligence.
- act honestly and in good faith
- obey the statutes, bylaws and applicable laws
- provide good stewardship
- act in the best interest of UW, putting UW's interests above constituency interests
- ensure no conflict between duty to UW and self-interest
- do not compete with UW to its detriment
- follow the prudent person rule
- use your skill and expertise
- use common sense and good judgement
- be informed and act responsibly
9. CONFLICT OF INTEREST
Any Governor who has a conflict of interest, or the potential for a conflict of interest, with respect to any matter under consideration by the Board or a Committee of the Board, is to declare the nature and extent of the interest immediately, refrain from taking part in any discussion or vote in relation to the matter, and withdraw from any meeting at which the matter is discussed (see By-law 1, Section I).
Approved by the Board of Governors, June 6, 2006.
Amendment approved by the Board of Governors, June 5, 2007.
Amendment approved by the Board of Governors, April 2, 2013.