Principles of Good Governance at the University of Guelph

Preamble

The University of Guelph (the “University”) was established by The University of Guelph Act, 1964 (the “Act”). The object and purposes of the University, as set out in the Act, are the advancement of learning and the dissemination of knowledge, as well as the intellectual, social, moral, and physical development of its members and the betterment of society.

The University has a bicameral governance system, which is fulfilled through a partnership between the Board of Governors (the “Board”) and the Senate. Except for those matters that the Act specifically assigned to the Senate, the good government, conduct, management, and control of the University and its property, revenues, expenditures, business, and affairs are vested in the Board.

Each member of the Board must act honestly and in good faith with a view to serving the best interests of the University. Fundamental to this is an awareness of and compliance with all applicable laws, regulations, University bylaws, policies, and procedures. However, over and above these legal requirements, the behavior and decisions of the Board and its individual members are guided by principles of good governance. The purpose of this policy is to identify the principles of good governance that are most applicable in a university environment, where there are a number of constituencies to whom the University is accountable and where decision making responsibilities are shared by the Board and the Senate, and to outline their general application to the roles and responsibilities of the Board and its individual members.

Principles of Good Governance

1) Accountability- The University community consists of a number of constituencies including students, staff, faculty, alumni, and governance volunteers. The University’s activities in support of its mission are offered through the contributions of the members of the University community and in service to the broader community. Good governance engages the various University constituencies in the governance process so that decisions are made to enable the University with achievement of its goals and vision for the future in a way that is consistent with its values and respectful of the diverse interests of its various internal and external constituencies. Good governance practices mean that the University aligns its decisions with its mission and goals, while addressing risk assessment and risk management and considering the needs and expectations of its internal and external constituencies.

2) Transparency- The University is a public institution and therefore, it is committed to creating a culture of openness, honesty, and integrity by sharing appropriate information regarding its governance so that its internal and external constituencies know about and understand institutional decisions that are made and the underlying reasons for these decisions. Good governance requires the University to strike a balance between the desire to be transparent about its operations and its obligation to protect confidentiality necessary to the interests of the institution and to be compliant with its legal obligations.

3) Informed Governance- Good governance requires knowledge of the institution itself, its purpose, its policies, governance structures, and its values and culture. It also requires knowledge of the context in which the institution operates and therefore, it is important to recognize the unique nature and characteristics of the academic community, such as the need to respect the academic mission of excellence in teaching and research, and the importance of ensuring that academic freedom and responsibility are respected. Informed governance also requires that individuals undertake to familiarize themselves with the issues about which they are asked to consider, to comment and/or to make a decision on.

4) Effectiveness- Effective governance is about developing governance capacity and capability, which includes overseeing policy in a formative way that contributes to the development of the University and providing feedback with a view to improving governance processes. Effective governance is an expression of leadership for the University. Its conduct requires an understanding of and an appreciation for the roles of the different governing bodies within the governance system and the roles of the individuals within those bodies and providing clear communication between them. Effective governance also requires appointing or electing individuals who are well-qualified and possess the necessary skills and leadership qualities to be an effective member of the relevant governance body.

The Role and Responsibilities of the Board

Accountability

  • To engage the various internal and external constituencies with a stake in the operation of the University, the membership of the Board will consist of members of the internal University community, such as faculty, staff, and students, as well as individuals external to the University community. The composition of the Board is established by the Act and additional University policies and appointments of the members shall be conducted in keeping with University policies and procedures.
  • Governors are collectively and individually stewards of the University and must act honestly and in good faith with the view to the best interests of the University as a whole and in so doing, support the University in fulfilling its mission and discharging its accountabilities.
  • The Board is responsible for supporting the mission of the University, advocating for its interests, defending its autonomy and independence, and to enhancing its public image.
  • The Board, in partnership with the President and the Senate, is responsible for participating in setting the long-term vision, mission, and strategic direction of the University.
  • In helping to set the strategic direction of the University, the Board will consider strategic risks, including resource allocation, and how to manage them in a way that is consistent with the achievement of the University’s objectives.

Transparency

  • To ensure transparency and appropriate debate while also maintaining respect for confidentiality and recognizing the University’s obligations under legislation, Board meetings will be conducted in a manner that balances open discussion with confidential /closed discussion.

Informed Governance

  • Effective governance relies on Governors who are knowledgeable about their roles and responsibilities as fiduciaries and who are also knowledgeable about the institution, its history and culture, its current situation, and its future plans. Recognizing the importance of this knowledge, an orientation session will be provided for each new Governor and a Board orientation meeting will be held at the beginning of each academic year and all Governors are expected to attend. Orientation briefings on various topics of interest to the Board will be provided on a regular basis to support ongoing development of Governors’ knowledge of the University and the responsibilities of the Board.

Effectiveness

  • In keeping with the principle of effective governance, it is important that there is a clear understanding of what is and is not the role of the Board.
    • The Board is responsible for approving and overseeing policies that cover its full range of mandated responsibilities, as well as monitoring the effectiveness of these policies in support of the achievement of the University’s goals.
    • The Board may delegate its powers to appointed Standing Committees and Special Committees. These committees are accountable to the Board and will carry out their responsibilities according to their Board approved Terms of Reference. The Board retains responsibility to advise on, oversee and/or approve specific matters within this framework of delegated authority.
    • The Board is responsible for monitoring the achievement of the University’s goals, which includes regularly evaluating progress that is being made towards achieving those goals.
    • The Board is not responsible for the day-to-day administration of the University, but should provide the University Administration with the support, authority, and responsibility required to lead and manage the University’s affairs successfully.
    • The Board is not responsible for the academic policy of the University, which falls under the mandate of Senate, but should work with Senate to advance the goals and strategic direction of the University.
  • Effective governance requires effective members and the Board is committed to achieving a membership that has a strong balance of skills and experiences needed to advance the University’s mission and a diversity of human qualities and characteristics.

Governor Roles and Responsibilities

Accountability

  • The membership of the Board consists of individuals drawn from the different constituencies to whom the University is accountable, including the internal University community, such as faculty, staff, and students, as well as individuals external to the University community. However, Governors are not solely accountable to any particular constituency and shall make decisions that he/she determines are in the best interest of the University as a whole.
  • Governors will be knowledgeable of and take into account the interests of the different constituencies to whom the University is accountable when making decisions as Governors, but shall not prefer the interests of any one group if to do so would not be in the best interests of the University.
  • The University recognizes that because the membership of the Board consists of individuals from the different constituencies to whom the University is accountable, conflicts of interest may arise, especially given the University, faculty, staff, and student roles on the Board and on certain Committees. When conflicts of interest arise Governors are expected to follow the process for resolution contained in the Board’s policy on confidentiality and conflict of interest.

Transparency

  • Governors are expected to maintain the highest ethical standards and not allow any conflict of interest to interfere with the good governance of the University. As such, Governors are expected to be familiar with, maintain, and respect the Board’s policy on confidentiality and conflict of interest.
  • In their highly trusted advisory and governing capacities, Governors will be exposed to different types of sensitive information requiring considered use and confidentiality. Governors will consider when exposure to such information represents a conflict for them. In these circumstances also, Governors are expected to be familiar with, maintain, and respect the Board’s policy on confidentiality and conflict of interest.

Informed Governance

  • Governors must understand and be committed to their fiduciary responsibilities for the institution, both with respect to long-term stewardship and short-term decision-making.
  • Governors must apply the level of skill and judgment reasonably expected of a person with his/her knowledge and experience to matters that come before the Board. Governors with special skills and knowledge are expected to apply those skills and knowledge to matters that come before the Board.
  • Governors are expected to come to meetings prepared to contribute to discussions and must read the meeting materials in advance.
  • Governors are expected to participate in meaningful and respectful debate during the meetings, which includes voicing conflicting opinions so that all perspectives are heard.
  • Governors must be knowledgeable about the University, its purpose, governance structure, values and culture, as well as the larger context in which it operates, including, for example, the legislative and policy environment affecting postsecondary education and research, the multi-faceted funding environment, and societal expectations of universities. Recognizing the importance of this knowledge, an initial orientation session will be held at the beginning of each academic year and Governors are expected to attend.
  • Governors are expected to ensure that their knowledge on a range of matters related to the execution of their responsibilities remains current and are encouraged to attend regular or periodic educational opportunities that build on the initial orientation.

Effectiveness

  • Governors must be knowledgeable about, comply with, and maintain the University and Board’s current governance policies and practices, including the mandates and authorities of the committees on which they serve.
  • Governors must also understand and respect what is not within their mandates, such as the differences between strategic and policy matters within the purview of the Board versus operational matters within the jurisdiction of University administrators or governance matters within the jurisdiction of Senate.
  • Governors are expected to regularly attending meetings and to actively participate in those meetings by communicating their views respectfully, persuasively, and logically.
  • Governors are expected to vote on all matters requiring a decision except where a conflict of interest may exist.
  • Governors are bound by the decisions made by the Board or its Boards/Committees and will respect the decision of the majority by not speak publicly against a decision once it has been made.
  • Governors must recognize that the President, or his/her express delegate, is the primary spokesperson for the University and the Chair of the Board, or his/her express delegate, is the primary spokesperson for the Board and will refer requests for information to the President, the Chair of the Board, or the Board Secretary.
  • Governors are encouraged to be pro-active in offering their feedback and suggestions regarding improvements to governance on a regular basis.
  • Governors are encouraged to direct any questions or concerns related to governance to the Chair of the Board, or his/her express delegate, as appropriate.

Resources Available to the Board

  • The University Secretariat is the lead resource on governance at the University and is responsible for supporting and facilitating the efficient and timely operations of the Board and its various committees.
  • The University Secretariat is available to advise on governance issues, as well as to provide clarifications or answer questions related to the role or responsibilities of the Board or its Governors.

Approved: Board of Governors, October 23, 2014