Board of Trustees Terms of Reference
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Board of Trustees Terms of Reference
Approving Authority: Board of Trustees
Original Approval Date:
Effective Date: September 1, 2021
Date of Most Recent Review: June 23, 2021
Previous Reviews: July 1, 2015
1. The University of Guelph Heritage Fund & the Board of Trustees
The University of Guelph Heritage Fund is a permanently endowed trust fund (“Heritage Fund”) established through the University of Guelph Heritage Fund Declaration of Trust (“Declaration of Trust”). The Heritage Fund holds such real property and facilities, if relevant, designated to the Heritage Fund (“Heritage Properties”) and an endowment consisting of the accumulated Net Annual Proceeds from the Heritage Properties (“Heritage Endowment”).
As a Standing Committee of the Board of Governors (“Board”), the Board of Trustees is subject to all relevant principles and policies of the Board including, but not limited to, those concerning good governance, conflict of interest and confidentiality.
The Board of Trustees is responsible for overseeing the Heritage Fund in accordance with the Declaration of Trust and applicable University policies and resolutions of the Board. The objective of its work is to steward the assets of the Heritage Fund, administer and invest the revenues and proceeds derived therefrom, and provide disbursements for such purposes and projects as may be designated by the Board that will advance the objects of the University.
3.1. Heritage Endowment
3.1.1. Investment Policy & Procedures
18.104.22.168. Monitor the activities of the Investment Subcommittee (ISC), which acts as a subcommittee of the Board of Trustees and exercises regular oversight of the investment of the Heritage Endowment on its behalf. Ensure the subcommittee is kept advised of any questions or concerns raised by the Board of Trustees relative to the investment of the University’s Heritage Endowment.
22.214.171.124. Monitor the investment performance of the University’s Heritage Endowment for compliance with related investment policies.
126.96.36.199. On an annual basis, review the Endowment Investment Policy and any changes recommended by the ISC. In consultation with the Finance Committee, recommend to the Board revisions or affirmation of the current policy.
188.8.131.52. Ensure investment policies and procedures applicable to the University of Guelph’s Heritage Endowment are compliant with the Declaration of Trust and align with applicable University policies.
184.108.40.206. Annually identify and approve the “Net Real Investment Return” (as defined in the Declaration of Trust) for the Heritage Trust Endowment.
220.127.116.11. Consider and make recommendations to the Board that are in accordance with the Declaration of Trust regarding proposed distributions from the Heritage Endowment for such purposes and projects that will advance the objects of the University as identified by the Board.
3.2. Heritage Properties
3.2.1. Strategic Plans
18.104.22.168. Develop and recommend to the Board for approval strategic policies and plans to serve as a framework for the development, management, control, and disposition of Heritage Properties.
22.214.171.124. Periodically review and make recommendations to the Board on any additions or changes to strategic policies and plans serving as a framework for the development, management and control of Heritage Properties.
126.96.36.199. In co-operation with the Physical & Digital Infrastructure Committee, review the Campus Master at appropriate intervals.
188.8.131.52. Receive relevant updates on the activities of the Physical & Digital Infrastructure Committee.
3.2.2. Operational Policies, Procedures & Plans for Heritage Properties
184.108.40.206. Develop and recommend to the Board for approval multi-year and/or annual business plans for the ongoing development and operation of Heritage Properties, including any related recommendations concerning disposition of these properties.
220.127.116.11. Recommend to the Board for approval, an annual budget for the University’s Real Estate Division, insofar as the budget pertains to the operation and development of Heritage Properties.
18.104.22.168. Make recommendations to the Board concerning the potential acquisition of additional properties by the University for assignment to the Heritage Fund.
22.214.171.124. Where necessary due to the unique requirements of the Heritage Properties, develop and approve operational policies and procedures for the implementation of multi-year and annual budgets and business plans for Heritage Properties, ensuring consistency with the Declaration of Trust while also preserving general alignment with similar policies applicable to other University of Guelph properties not included in the Heritage Properties.
126.96.36.199. Oversee ongoing implementation of business plans and budgets for Heritage Properties, including giving final approval and executing any sale, mortgage, pledge or lease of a Heritage Property that has been pursued according to the provisions of the most recent Board-approved business plan and budget for Heritage Properties.
3.2.3. Annual Reporting
188.8.131.52. With the advice of the Board’s Investment Subcommittee, report at least once annually to the Board on the investment performance and management of the Heritage Endowment, including information on all distributions and disbursements.
184.108.40.206. Review and approve the annual audited financial statements and related management discussion and analysis for the Heritage Fund as prepared by the University’s external auditors.
220.127.116.11. Present reports to the Board regularly and at least annually, concerning the Heritage Fund including audited financial statements for the Heritage Endowment.
18.104.22.168. Provide other advice and reports to the Board, as the Board may request from time to time.
22.214.171.124. The Board of Trustees or individual Trustees may be called upon from time-to-time through resolution of the Board to fulfill other specific roles or discharge other responsibilities that call upon Trustees’ specialized knowledge.
Exercise oversight of policies within its mandate, including the following policies and policy areas:
- Heritage Endowment Investment
- Heritage Property, especially as it relates to use, administration, risk mitigation, donation of land to the Heritage Trust or acquisition of land to be assigned to the Heritage Trust.
As directed by the Audit & Risk Committee, the committee will monitor, receive updates and report on key developments and material risks in the following risk areas:
- Heritage Fund
4.1. The Board of Trustees shall be appointed by the Board of Governors in accordance with the Declaration of Trust and comprised of the following:
4.1.1. Regular Voting Members
- Not less than seven (7) nor more than nine (9) Trustees at any time including Ex-Officio Voting Members.
4.1.2. Ex-Officio Voting Members
- Chair, Board of Governors, unless unable or unwilling to serve.
- President & Vice-Chancellor
4.1.3. Non-Voting Members
- University Secretary
4.2. Not more than one-third of the Trustees shall be members of the Board of Governors or employees of the University.
4.3. Except in the case of initial appointments, Trustees shall be appointed for a three-year term. For the purpose of ensuring continuity, the initial appointment of any Trustee may be for a term of less than three years.
4.4. Trustees may be re-appointed for one additional 3-year term, subject to the Board of Governors’ assessment of the specific needs of the Board of Trustees at the time of renewal. For the purpose of providing continuity and ensuring sufficient expertise, Trustees may be re-appointed for a third 3-year term and serve for a normal maximum of 9 consecutive years.
4.5. Any Trustee may retire after giving thirty days notice in writing to the Board of Governors.
5. The Chair
5.1. The Chair of the Board Trustees shall be appointed by the Board of Governors from among the Trustees.
5.2. Normally, the Chair of the Board of Trustees will attend a minimum of one Board of Governors meeting annually to report on the Heritage Fund and share information about the work of the Board of Trustees.
5.3. Between meetings of the Board of Trustees, its Chair will be kept apprised by the University Administration on a regular and ongoing basis about developments and actions planned for Heritage Fund. The Chair will determine whether any matters necessitate a special meeting of the Board of Trustees or whether actions proposed should await consideration at its next regularly scheduled meeting.
6. Rules of Order
6.1.1. A quorum for the transaction of business at meetings of the Board of Trustees shall consist of a majority of the regular voting membership.
6.1.2. In the event a meeting does not achieve quorum, any ex-officio voting members present may be counted as regular voting members for the purposes of establishing quorum.
6.2.1. The Board of Trustees will meet at least once each year and more frequently as necessary.
6.3. Terms of Reference
6.3.1. The Board of Trustees shall review its terms of reference on an annual basis and recommend changes to the Governance Committee as necessary.