Confidentiality Policy for Board of Governors, Board of Trustees and Committees

1.  Purpose

The purpose of this Policy is to ensure that confidential matters brought before the Board of Governors, the Board of Trustees or any Committees are not disclosed until disclosure is properly authorized. 

This Policy is designed to provide guidance for each Governor, Trustee and Committee Member with regard to confidential matters that come before the Board, the Trustees or any Committees.

The objective of this Policy is to address matters of confidentiality in a manner that permits the University, the Board, the Trustees, and Committees to maintain the highest business and ethical standards, to protect the integrity of the University, the Board, the Trustees, and Committees, to achieve appropriate levels of transparency and accountability in matters before the Board, the Trustees and Committees, and to support the maintenance of effective relationships among Governors, Trustees, Committee Members, University administration and University stakeholders.

2.  Definitions

"Board" means the Board of Governors of the University.

"Committee" means a committee of either the Board or the Trustees.

"Committee Members" means members of any Committee.

"Meeting" means a meeting of the Board, the Trustees or a Committee, as applicable.

"Policy" means this Confidentiality Policy.

"Trustees" means the Board of Trustees of the University.

"University" means the University of Guelph.

3.  Duty of each Governor, Trustee and Committee Member

(a)  Each Governor, Trustee and Committee Member owes to the University a duty of confidence not to disclose or discuss with another person or entity, or to use for his or her own purposes, confidential information concerning the business, activities and affairs of the University received in his or her capacity as a Governor, a Trustee and a Committee Member unless otherwise authorized by the Board, the Trustees or the relevant Committee (as applicable).

(b)  Each Governor, Trustee and Committee Member shall ensure that no statement not authorized by the Board, the Trustees or the relevant Committee (as applicable) is made by him or her to stakeholder groups, the media or public.  Normally, as required and appropriate, the Board Chair (or, when requested by the Board Chair, the Board Vice-Chair) serves as spokesperson for the Board of Governors with stakeholders and the media.

4.  Confidential Matters

(a)  Normally, Chairs of Committees will report activities of their Committee during a regular Meeting of the Board during an open or closed session as appropriate. 

(b)  All matters that are the subject of any closed portion of any Meeting are confidential until disclosed in an open Meeting of the Board.

(c)  All matters that are before a Committee are confidential unless they have been determined not to be confidential by the Chair of the relevant Committee following consultation with the Board Chair and the President.  All matters that are presented to  the Board in confidence remain confidential unless they have been determined not to be by the Board Chair.  The overall purpose and objectives of this Policy will serve as points of reference in making such judgements.  In all cases, the University’s obligations under access and protection of personal privacy legislation will be satisfied.

(d)     No audio or visual, or audio and visual record or transmittal by any person of a closed portion of any Meeting is permitted without prior approval by the Chair of the relevant Meeting.

Approved by the Board of Governors April 14, 2010; Amended October 14, 2010

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