Policy B.1 - Good Governance Policy for the Board of Governors

The official version of this policy is housed with the University Secretariat. In the event of a discrepancy, the official version will prevail. Click here for a printable version of this policy. 


Approving Authority: Board of Governors
Responsible Office: University Secretariat
Responsible Officer: University Secretary
Original Approval Date: June 21, 2019
Effective Date: September 1, 2019
Most Recent Revision Date: N/A
Previous Revisions: N/A

1. Preamble

1.1. The University of Guelph Act, 1964 defines the objects and purposes of the University as “the advancement of learning and the dissemination of knowledge…and the intellectual, social, moral and physical development of its members and the betterment of society.” Except for matters specifically assigned to the Senate, the Act also vests the Board with all the powers necessary and convenient to perform its duties and achieve the objects and purposes of the University.

1.2. To fulfill its mandate to the best of its ability, the Board must adhere to the highest standards of ethics, integrity, and responsible stewardship.

2. Purpose

2.1. This Policy defines the standards of conduct expected of the Board and its Members, including with respect to confidentiality and conflict of interest.

3. Application

3.1. This Policy applies to all Board Members and members of standing committees, committees and working groups established by the Board.

3.2. The Board may expand the application of this Policy, in whole or in part, to any other individual or group undertaking work on its behalf.

4. Definitions

4.1. “Act” means The University of Guelph Act, 1964 (as amended).

4.2. “Agenda Item” means an item on the agenda or otherwise under discussion at   a meeting of the Board or a Committee.  

4.3. “Board” means the Board of Governors of the University of Guelph.

4.4. “Board Member” means a duly appointed member of the Board.

4.5. “Board Chair” means the Chair of the Board.

4.6. “Change in Student Status” means enrolling in, taking a leave of absence from, withdrawing from, being suspended from or being expelled from academic studies, including continuing education, at the University.

4.7. “Close Relative” means a Member’s spouse or common-law partner; a Member’s, or a Member’s spouse or common-law partner’s, parent, step-parent, foster parent, child, step-child, foster child, grandparent, step-grandparent, grandchild or step-grandchild; the spouse or common-law partner of a Member’s child, step-child or foster child; a Member’s brother or sister; or a relative of a Member who is dependent on the Member for care or assistance. 

4.8. “Committee” means a standing committee, committee or working group established pursuant to Board of Governors Bylaw No. 1; or another committee, working group or other group designated under this Policy.

4.9. “Harassment” means vexatious comment or conduct against any individual by a Member, in the course of their Board or Committee work, that is known or ought to reasonably be known to be unwelcome. Harassment includes sexual  harassment as defined in the University of Guelph Workplace Harassment Prevention Policy.

4.10. “Member” means a Board Member; a member of a standing committee, a committee or working group established pursuant to Board of Governors Bylaw No. 1; or an individual or member of a group designated under this Policy.

4.11. “Outside Duty” means a duty that a Member owes to someone other than the University.

4.12. “President” means the President and Vice-Chancellor of the University.

4.13. “Private Interest” means a pecuniary interest or advantage and includes any real or tangible benefit that befalls a Member, their associates or a Related Person.

4.14. “Related Person” means a Close Relative; a Corporation of which the Member or Close Relative of a Member is a director, officer, or has direct or indirect material ownership, control, or direction of securities; a partnership of which the Member or a Close Relative of a Member is a partner, other than a limited partnership in which any such person is a limited partner; or a trust or estate in which the Member or a Close Relative of the Member serves as a trustee or in a similar capacity or has a beneficial interest.

4.15. “Secretary” means the University Secretary.  

4.16. “Senate” means the Senate of the University as established in section 12 of the Act.

4.17. “University” means the University of Guelph.

4.18. “University Administration” means the staff and faculty responsible for the day-to-day management of the University.

4.19. “Vice-Chair” means a Vice-Chair of the Board.

5. Duties & Obligations

The Board is entrusted with the government, conduct, management and control of the University and of its property, revenues, expenditures, business and affairs. In order for the Board to fulfill its mandate, its Members must be actively engaged, committed to fulfilling their duties and obligations, and above all mindful of the University’s mission and core values.

Board Members’ duties and obligations are defined in the Act, in statute and common law, in this Policy and elsewhere. While recognizing the unique role and legal responsibilities of Board Members, the Board expects all who participate in its work to exercise certain fundamental duties and obligations including:

5.1. A Fiduciary Duty to act honestly, in good faith, and in the best interests of the University, as a whole, while being knowledgeable of and taking into account the interests of the different constituencies to whom the University is accountable.

5.2. A Duty of Care to exercise the degree of care, skill, and diligence that can be reasonably expected of an individual based on their knowledge and experience.

5.3. An obligation to be in Compliance with all applicable laws, regulations and policies including this Policy.

5.4. An obligation to be Accountable to the University’s mission and to the various constituencies that form the University community. This includes an obligation to:

5.4.1. Support the mission of the University, advocate for its interests, defend its autonomy and independence, and to enhance its public image.

5.4.2. Engage students, staff, faculty, alumni and other constituents in the governance process in order to ensure that it makes decisions that reflect the values of the University and further its goals.

5.4.3. Participate in setting the long-term vision, mission, and strategic direction of the University in partnership with the Senate and University Administration.

5.4.4. Consider strategic risks, including resource allocation, and how to manage them in a way that is consistent with the fulfillment of the University’s mission.

5.5. A commitment to Transparency to ensure that the University, as a public institution, remains committed to fostering a culture of openness, honesty and integrity. This includes an obligation to:

5.5.1. Ensure the University community has sufficient information to be able to understand and engage with institutional decision-making processes.

5.5.2. Balance the need for openness against the need to protect the interests of the University and preserve the rights of those individuals and entities with whom it engages.

5.6. An obligation to be Knowledgeable and well-informed about the University, its purposes, governance structure, policies, values, culture and the larger context in which it operates. This includes an obligation to:

5.6.1. Recognize the unique nature and characteristics of the academic community, the importance of the teaching and research mission of the University, and the importance of protecting academic freedom.

5.6.2. Attend orientation and education sessions and seek additional knowledge and clarification where necessary.

5.6.3. Take advantage of other ongoing educational opportunities related to the Board and the University.  

5.7. A commitment to Leadership to ensure the University is governed effectively. This includes  an obligation to:

5.7.1. Attract and retain Members who are well-qualified and possess the necessary skills, commitment and leadership qualities to permit effective oversight of the University.

5.7.2. Respect the roles and responsibilities of the Senate and University Administration and ensure that the Board’s actions do not unduly infringe on their work.

5.7.3. Support connectivity and communication between itself, the Senate and University Administration and work collectively to advance the goals and strategic direction of the University.

5.7.4. Monitor the achievement of the University’s goals, including regularly evaluating progress.

5.7.5. Provide the University Administration with the support, authority, and responsibility required to lead and manage the University’s affairs successfully and respect its responsibility for the day-to-day administration of the University.

6. Roles and Responsibilities of Members

In fulfilling their responsibilities, Members are expected to be accountable, engaged, prepared and considerate. As part of their role, all Members shall:

6.1. Accountability to the University

6.1.1. Comply with this Policy and act in a manner that is consistent with its general spirit and intent.

6.1.2. Recognize that while the Board and its Committees are drawn from the different constituencies to which the University is accountable, Members are not accountable to any individual constituency and shall make decisions that are in the best interests of the University as a whole.

6.1.3. Respect the decisions of the Board and its various Committees by not speaking publicly against a decision once it has been made, including in written and online forums. This does not prohibit a good faith effort to seek reconsideration of a Board or Committee decision through normal internal Board processes.

6.2. Engagement and Preparedness

6.2.1. Attend at least eighty percent of the meeting obligations arising out of their membership on the Board and its Committees.

6.2.2. Read meeting materials in advance and come to meetings prepared to contribute to discussions.

6.2.3. Participate in meaningful and respectful debate during meetings, which includes voicing conflicting opinions so that all perspectives are heard.

6.2.4. Vote on all matters requiring a decision except where a conflict of interest may exist.

6.3. Consideration of Others and their Roles and Responsibilities

6.3.1. Act in a manner that upholds the dignity and respect of others and is consistent with the trust and confidence placed in the Board.

6.3.2. Support an environment that is free of Harassment.

6.3.3. Recognize that the President or their designate is the primary spokesperson for the University, that the Board Chair or their designate is the primary spokesperson for the Board, and refer requests for information to the President, the Board Chair, or the Secretary.

6.3.4. Recognize that the Secretary 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 Committees.

6.3.5. Direct any questions, concerns or feedback related to governance to the Board Chair, Governance & Human Resources Committee Chair or Secretary.

7. Roles and Responsibilities of the Board Chair

In addition to the roles and responsibilities of all Board Members, the Board Chair is responsible for:

7.1. Board Leadership

7.1.1. The Board Chair is the Board’s presiding officer and is responsible for ensuring the Board operates within the mandates provided for in the Board’s bylaws and policies, and elsewhere in applicable statutes and regulations.

7.1.2. Facilitating the business of the Board, encouraging the active participation of all Board Members, and shepherding the Board towards consensus solutions whenever possible.

7.1.3. Setting agendas for Board meetings.

7.1.4. Supporting the President in evaluating key decisions, in interactions with the Board of Governors, and leading the presidential performance review process.

7.1.5. Offering a high standard of personal ethics and integrity as a representative of the University and providing leadership consistent with the University’s mission and strategic direction.

7.2. Ensuring Effective Governance

7.2.1. Ensuring that the Board performs a governance role that balances independent oversight and respect for the role of University Administration.

7.2.2. Ensuring that the Board adopts an annual work plan that is consistent with the University’s strategic directions and mission.

7.2.3. Ensuring that Members are provided with appropriate orientation.

7.2.4. Ensuring that the work of Board committees is robust and aligned with the Board’s role and annual work plan.

7.2.5. Ensuring effective Board leadership succession by ensuring there are processes in place to recruit, select and train potential future Board Chairs, Vice-Chairs and other chairs who have the skills, experience, background and personal qualities required for effective Board leadership.

7.3. Communication and Engagement

7.3.1. Representing the Board within the University and representing the University within provincial and national Board-oriented organizations.

7.3.2. When circumstances warrant, representing the University in the community and serving as the Board’s spokesperson to the media.

8. Roles and Responsibilities of the Board Vice-Chair(s)

In addition to the roles and responsibilities of all Board Members, the Board Vice-Chairs are responsible for:

8.1. Board Leadership

8.1.1. Performing all of the duties of the Board Chair when the latter is unable for any reason to perform their duties, as provided for in Board of Governors Bylaw No. 1.

8.2. Ensuring Effective Governance

8.2.1. Facilitating relationships with, and communication among, Board Members.

8.2.2. Establishing relationships with individual Members to ensure that each Member contributes effectively.

8.2.3. Ensuring effective Board leadership succession by assisting the Board Chair in identifying individuals who have the skills, experience, background and personal qualities required to take on leadership roles.

8.3. Communication and Engagement

8.3.1. Acting as spokesperson on behalf of the Board or representative of the Board at meetings or events, at the request of the Board Chair or when the Board Chair is unable for any reason to perform their duties. 

9. Roles and Responsibilities of Other Chairs

In addition to the roles and responsibilities of all Members, chairs of Committees are responsible for:

9.1. Committee Leadership

9.1.1. Presiding over their Committee and ensuring that it operates within its mandate.

9.1.2. Working with the Board Chair and Secretary to ensure their Committee has adequate resources and information to fulfil its mandate.

9.2. Ensuring Effective Governance

9.2.1. Facilitating relationships with, and communication among members of their Committee.

9.2.2. Establishing relationships with individual Members to ensure that each Member contributes effectively.

9.2.3. Ensuring effective Board leadership succession by assisting the Board Chair in identifying individuals who have the skills, experience, background and personal qualities required to take on leadership roles.

9.3. Communication

9.3.1. Ensuring the Board is properly informed about the work of their Committee and answering questions raised by Board Members.

9.3.2. Informing the Board Chair and Secretary of any concerns they have about the operation or membership of their Committee. 

10. Confidentiality

In the course of their duties, Members may receive confidential and other non-public information relating to the University or its affairs and may also learn of confidential and other non-public information relating to third parties. In support of the Board’s confidentiality obligations, Members shall:

10.1. Maintain the confidentially of all such confidential and non-public information, including personal information, unless authorized to discuss or release such information.

10.2. Uphold the University’s obligations under the Freedom of Information and Protection of Privacy Act and other applicable legislation.

10.3. Respect the confidential nature of closed and in-camera meetings, take all measures necessary to ensure that materials relating to closed and in-camera meetings remain confidential, and hold in confidence all views and opinions expressed by other Members and individuals in attendance at closed and in-camera meetings.

10.4. Provide such assurance as may be requested by the Secretary, on behalf of the Board Chair or another Committee chair, that any confidential or non-public Board or Committee records have been disposed of in accordance with protocols approved by the Secretary.

11. Conflict of Interest

Members hold a position of trust and are stewards of important fiscal, physical and human resources. As such, individual Members have a responsibility to recognize, avoid and manage conflicts of interest in a manner that is consistent with their duties to the Board and University. This includes a responsibility to refrain completely from any attempt to influence the outcome of a matter with which a Member has a conflict. In exercising this responsibility, Members should be guided by the principle that preserving the appearance of integrity is as important as integrity itself.

11.1. Types of Conflicts

A conflict of interest may arise in a situation in which a Private Interest or Outside Duty of a Member conflicts, potentially conflicts, or appears to conflict with or influence the objectivity of the Member or the proper discharge of the Member’s duties and obligations to the University. Conflicts are generally divided into the following categories:

11.1.1. An actual conflict of interest refers to a situation where a Member takes a course of action that results in an opportunity to further their Private Interest, or results in a conflict with the Member’s Outside Duty.

11.1.2. A potential conflict of interest refers to a situation where a Private Interest or Outside Duty of a Member could influence the exercise of the Member’s duties to the University.

11.1.3. An apparent conflict of interest refers to a situation where a reasonable person would apprehend that an actual or potential conflict of interest exists on the part of a Member, whether or not such an actual or potential conflict of interest exists.

11.2. Examples of Conflicts

The following is a non-exhaustive list of examples of situations where conflicts of interest may arise:

11.2.1. Economic

11.2.1.1. Influencing the purchase of goods or services for the University from a company or firm in which a Member or a Related Person has a financial interest.

11.2.1.2. Using confidential or non-public information obtained as a Member to further the Member’s Private Interest.

11.2.1.3. Taking action that creates the perception of or results in a Related Person, associate or outside organization receiving preferential treatment in their dealings with the University.

11.2.1.4. Using University resources to further the Member’s Private Interest or for the benefit of Related Persons.

11.2.1.5. Diverting to a Member or a Related Person’s own use, a benefit or opportunity in which the University has an interest. 

11.2.2. Employment & Admission

11.2.2.1. Using one’s role as a Member to obtain employment with or admission to the University.

11.2.2.2. Involvement in or attempted influence over a University admission, appointment, hiring, promotion or evaluation process relating to a Close Relative.

11.2.3. Improper Engagement

11.2.3.1. Serving on the Board of another organization that has a contractual relationship with the University.

11.2.3.2. Serving on the Board of another organization while possessing confidential or non-public University information that is of importance to a matter being considered by the board of the other organization.

11.2.3.3.  Representing the interests of a specific group in a manner that conflicts with or calls into question the Member’s ability to fulfill their duties to the Board or University.

11.2.3.4. Attempting to influence the treatment of a specific program or facility at the University with which the Member or a Related Person has a significant academic or employment relationship or to which the Member or a Related Person has made a significant financial contribution.

11.2.3.5. Any association or activity, including political activity, that is, or may reasonably be seen to be, incompatible with the Member’s duties, or may otherwise be seen to impair the ability of the Member to discharge their duties in an impartial fashion, or cast doubt on the independence, integrity or impartiality of the Board or University.

11.3. Structural Conflicts

11.3.1. The presence of students, staff and faculty Members creates obvious and automatic conflicts. The presence of a structural conflict need not be declared as part of the regular proceedings of the Board, provided that the Board is aware of the conflict.

11.3.2. A structural conflict should not prevent participation in most aspects of the Board’s work unless such participation would affect or cast doubt on the independence, integrity or impartiality of the Member, Board or University.

11.4. Gifts

Members shall not accept gifts, benefits, hospitality, or favours that influence or may appear to influence the ability of the Member to carry out their duties. Members shall not provide gifts, benefits, hospitality, or favours in order to secure preferential treatment for the University. The receipt and provision of gifts, benefits, hospitality and favours of nominal value in a manner that is consistent with accepted practices in the broader public sector is permitted.

11.5. Member Disclosure

11.5.1. Members shall disclose any actual, potential, or apparent conflicts of interest to the Board through the Board Chair or Secretary.

11.5.2. All Members have an obligation to update their disclosures on an ongoing basis as their circumstances change or they become aware of new or additional relevant information.

11.5.3. When a Member discloses a conflict of interest, the Secretary shall inform the Board Chair and any other affected Committee chairs who shall then activate the Resolution process provided in section 11.13 of this Policy. 

11.6. Disclosure of a Change in Relationship to the University

11.6.1. Members who have a change in Student Status shall inform the Secretary as soon as is reasonably possible after the change.

11.6.2. Members not employed at the University at the time of their appointment shall not accept any form of employment at the University without first informing the Board Chair and resolving any potential conflicts of interest in accordance with section 11.13 of this Policy.

11.6.3. Members who change roles, offices, jobs or positions within the University or who cease to be employed at the University shall inform the Secretary as soon as reasonably possible after they become aware of the change.

11.7. Member Disclosure Related to Specific Agenda Items

11.7.1. Every Member shall declare a possible conflict with respect to an Agenda Item as soon as they become aware of it, regardless of whether the conflict has been previously disclosed.

11.7.2. The Secretary shall monitor Agenda Items for possible conflicts relating to individual Members. If the Secretary believes that an Agenda Item could result in a conflict of interest for a Member, the Secretary shall alert the Member, and facilitate an appropriate declaration.

11.7.3. Where a Member has a conflict of interest with respect to an Agenda Item the Member shall :

11.7.3.1. Not be provided with information relating to the Agenda Item if there is a reasonable belief that doing so could be contrary to the interests of the Board or the University, or if doing so could cast doubt on the independence, integrity or impartiality of the Board or University.

11.7.3.2. Not attend any portion of a closed or in camera meeting relating to the Agenda Item for which they have a conflict unless explicitly invited by the Board Chair or relevant Committee chair to remain.

11.7.3.3. Not participate in the discussion of, or any vote concerning, the Agenda Item for which they have a conflict.

11.7.3.4. Continue to be counted for the purposes of establishing quorum, notwithstanding any temporary absence arising from declaring a conflict of interest with respect to an Agenda Item.

11.7.4. Declarations of conflicts of interest shall be recorded in the minutes of the meeting at which the declaration is made. 

11.7.4.1. If a Member has made a declaration in respect of certain Agenda Item during a closed or in camera portion of a meeting, the Member will be provided with only that portion of the minutes of the meeting that record the decision made respecting that Agenda Item but not the portion of the minutes that details any substantive discussion that took place.

11.7.4.2. Members may be provided with the minutes in their entirety if they are otherwise made public or if doing so would not be contrary to the interests of the Board or University.

11.8. Agenda Items Compromised by Multiple Disclosures

11.8.1.  In accordance with Board of Governors Bylaw No.1, if the majority of Members present at a meeting abstain from voting on or declare a conflict of interest relating to an Agenda Item, the item shall be deferred to the next meeting. Deferred Agenda Items may be considered, where permitted, in the interim by written resolution or at a special meeting.

11.9. Ex Post Facto Disclosure

11.9.1. Where a conflict of interest is discovered after consideration of a matter, the conflict shall be brought to the attention of the Board, and the affected Committee(s) through the Secretary, at the first opportunity and appropriately recorded in the minutes of the next meeting of the Board or the affected Committee(s).

11.9.2. If the Board or Committee determines that the Member’s involvement has, or could be perceived to have, influenced the decision, it shall re-examine the matter and may rescind, vary or confirm its decision.

11.10. Third Party Disclosure

11.10.1. All Members who are aware of an actual, potential or apparent conflict of interest relating to another Member have the responsibility to raise the matter with the other Member for clarification and, if unresolved, to report the matter to the Board Chair.

11.10.2. Any Member or individual who believes there may be an actual, potential or apparent conflict of interest on the part of a Member, may raise the matter in writing to the Board Chair.

11.10.3. Where any individual raising a possible conflict of interest is not comfortable raising it directly with the Board Chair, they may disclose the circumstances in writing to the Secretary. Where the Secretary is of the view that the circumstances give rise to a possible conflict, the Secretary will encourage the individual to report the circumstances to the Board Chair and offer to provide assistance by reporting the circumstances on the person’s behalf or by any other means they consider appropriate. Where the individual indicates an intention to not report the circumstances to the Board Chair, and the Secretary is of the view that there is a conflict of interest that is not being appropriately managed, the Secretary shall advise the individual of this conclusion and that they intend to raise the disclosed circumstances to the Board Chair. The Secretary may recommend an appropriate course of action to the Board Chair.

11.11. Vexatious and Frivolous Disclosures

11.11.1. Repeatedly raising questions of possible conflicts of interest that are without merit is considered to be contrary to the spirit and intent of this Policy.

11.12. Resolution Process for Conflicts of Interest

Where a possible conflict is identified to the Board Chair, the following steps will be taken:

11.12.1. In straightforward cases, the Board Chair will review the circumstances and provide the Member potentially in a conflict of interest situation with advice on whether a conflict exists and, if so, the steps required to manage the conflict. In all such cases, the Board Chair shall inform the Secretary of the existence of a conflict and the steps required to manage the conflict in writing for the purposes of facilitating accurate reporting and recordkeeping.

11.12.2. In cases where it is not clear whether there is a conflict or how it should be handled, the matter will be referred to Governance & Human Resources Committee which will review the circumstances and determine by majority vote if a conflict exists and, if so, the steps required to manage the conflict. If the Member potentially in a conflict of interest situation is a member of the Governance & Human Resources Committee, they shall absent themselves from the discussion and shall not vote on the issue.

11.13. Resolution Process for Conflicts of Interest Involving the Board Chair

11.13.1. In cases where the Board Chair is potentially in a conflict of interest, the Board Chair’s role in the conflict of interest process will be assumed by a Vice-Chair.

11.13.2. If the Chair of the Governance & Human Resources Committee is a Vice-Chair, they shall assume the Board Chair’s role. If the Chair of the Governance & Human Resources Committee is not a Vice-Chair, the Vice-Chair first appointed who is available will assume the Board Chair’s role.

11.14. Conflict of Interest Advisor

The Secretary shall serve as the Board’s primary conflict of interest advisor and shall provide the Board and Members with objective advice about conflicts of interest for the purposes provided for in this Policy. The Secretary may engage other resources, as needed, in consultation with the Board Chair.

12. Compliance, Collection of Information, Administration, Reporting and Safe Disclosure

12.1. Compliance

12.1.1. All Members have an obligation to comply with this Policy and report any breaches to the Board Chair, or to the University Secretary who shall report the breach to the Board Chair.

12.1.1.1. If a breach involves the Board Chair, it shall be reported to a Vice-Chair, or to the Secretary who shall report the breach to a Vice-Chair. A Vice-Chair will then assume the Board Chair’s responsibilities under this Policy.     

12.1.1.2. If the chair of the Governance & Human Resources Committee is a Vice-Chair, they shall assume the Board Chair’s role. If the chair of the Governance & Human Resources Committee is not a Vice-Chair, the Vice-Chair first appointed who is available will assume the Board Chair’s role.

12.1.2. In the case of minor breaches, such as attendance issues or failure to submit required documentation, the Board Chair may issue an oral or written caution to the Member. The Board Chair shall inform the Secretary of any such cautions in writing for the purposes of facilitating accurate reporting and recordkeeping.   

12.1.3. The Board Chair shall report any major breaches to the Governance & Human Resources Committee which shall consider the extent of the breach and the need for redress, and decide on an appropriate course of action which may include:

12.1.3.1. An oral or written caution,

12.1.3.2. A request for corrective or restorative action,

12.1.3.3. A request for resignation,

12.1.3.4. A formal recommendation to the Board that a Member be removed from a Committee, or

12.1.3.5. A formal recommendation that the Board pass a resolution declaring a Board Members’ seat vacant in accordance with the process outlined in the Act.

12.1.4. Compliance issues shall be dealt with during in camera sessions of the Governance & Human Resources Committee and Board.  Unless the Governance & Human Resources Committee or the Board determines otherwise, attendance shall be restricted to members and the Secretary.

12.1.5. Normally, a compliance process under this Policy will not run concurrently with a compliance process under another applicable University policy.

12.2. Collection of Information

12.2.1. In order to facilitate compliance with this Policy, relevant legislation, applicable regulatory processes, and good governance standards more broadly, the Secretary is authorized to collect the following information, acknowledgements and agreements on a form approved by the Governance & Human Resources Committee.

12.2.1.1. Biographical information required to comply with applicable regulatory processes.

12.2.1.2. Information relating to eligibility requirements established by statute.

12.2.1.3. Other information intended to enable the Board to establish the eligibility of Members.

12.2.1.4. A conflict of interest disclosure identifying any actual, potential or apparent conflicts of interest.

12.2.1.5. An acknowledgement and agreement relating to confidentially.

12.2.1.6. An acknowledgement and agreement relating to this Policy.

12.2.2. By September 1 of each year, Members shall sign and submit to the Secretary a form that provides the information, acknowledgements and agreements listed in section 12.2.1. Members who do not sign and submit this form shall not participate at any Board of Governors meeting or at any Committee meeting. Members shall update this information, as needed, on an ongoing basis.

12.2.3. The Secretary is authorized to request any other information that the Secretary deems necessary to facilitate effective communication and provide the University community with a broad overview of Members’ background and qualifications.

12.2.4. The Secretary shall take all steps necessary to maintain the integrity and protect the confidentiality of information collected pursuant to this Policy. 

12.3. Administration

12.3.1. The Governance & Human Resources Committee is responsible for:

12.3.1.1. interpretation and application of this Policy,

12.3.1.2. ensuring that Members are informed of their duties under this Policy and that the orientation program for Members includes an orientation to this Policy, and for

12.3.1.3. disposing of any eligibility issues in accordance with the Act, relevant legislation, and the Board’s bylaws.

12.3.1.4. recommending revisions to this Policy and related documents to the Governance & Human Resources Committee.

12.3.2. The Governance & Human Resources Committee is also responsible for conducting routine reviews of this Policy and related documents and recommending revisions to the Board.

12.3.3. The Secretary is responsible for:

12.3.3.1. Providing each Member, upon appointment, with a copy of this Policy and any related material.

12.3.3.2. Providing the Board and Governance & Human Resources Committee with such information and support as may be required to fulfill their respective roles under this Policy.

12.4. Reporting

The Governance & Human Resources Committee is responsible for providing a report on the administration of this Policy to the Board no later than June 30 each year.

12.5. Safe Disclosure

12.5.1. Except where disclosure of information is required by law, any information disclosed by any person pursuant to this Policy will be held in confidence and will only be available to those persons who need to have access to the information in order to carry out the provisions of this Policy.

12.5.2. The Board will not tolerate any retaliation, directly or indirectly, against any person who, honestly and in good faith participates in a process under this Policy.

12.5.3. The anonymity of an individual who brings forward information pursuant to this Policy will be maintained, unless otherwise permitted by that individual, or where disclosure is otherwise required by law.

12.5.4. Anonymous disclosures provided pursuant to this Policy shall be investigated. However, individuals providing information are strongly encouraged to identify themselves. In the absence of substantiation in the form of other verifiable sources, documents or communications the Board may be unable to take action under this Policy on the basis of an anonymous complaint.

13. Relevant Legislation

13.1. University of Guelph Act, 1964

13.2. Corporations Act

13.3. Freedom of Information and Protection of Privacy Act

14. Related Policies, Procedures & Documents

14.1. Board of Governors of the University of Guelph Bylaw No. 1: General Bylaw

14.2. Board of Governors of the University of Guelph Bylaw No. 2: Membership

14.3. Human Rights Policy

14.4. Policy 1.4 - Sexual Violence Policy

14.5. Workplace Harassment Prevention Policy

14.6. Protocol for the Disposition of Records Pursuant to Policy B.1 Good Governance Policy for the Board of Governors 

14.7. Board of Governors Disclosure, Acknowledgement and Agreement Form