Four times a year a good deal of activity occurs in my office and in the offices of the Provost and the Vice-Principals, which we call “Board Week.”
If you are a student, staff or faculty member you are probably well aware that Queen’s has a Board of Trustees, and that it is one of three governing bodies at the university (the other two are the Senate and University Council). But you may have no real idea what it does or what goes on at a meeting.
As I write this, I am embarking on my 7th Board weekend (it is a full two days of meetings, starting with the first Committee meeting on Thursday nights and wrapping up on Saturdays about lunch time), and I thought it might be useful to try to de-mystify the process.
Board-related activity is constant, but it significantly ramps up a week or so before its quarterly meetings (March, May, September/October and December).
Boards vary in size and composition across Canada. In Alberta, where I used to work, the government had a very direct role in university governance, and it not only named most Boards of Governors (as they are called out there) to the universities, but also the respective Board Chairs. In Ontario, we have much more institutional autonomy, partly due to the much greater number of PSE institutions than in most other provinces, and partly due to their differing histories and origins.
Our Board is currently on the large side, at 44 members including the Principal (who, under our 1841 charter and its revisions, is the only person at Queen’s who is both on Board and Senate). It is a pretty widely held view that this is too big, and we currently have a Charter amendment request before Parliament to reduce the Board to about 25. Many other University Boards are smaller still.
The Principal is an ex-officio member, as is the Chancellor (David Dodge) and the Rector (Nick Day.)
The Chair of the Board is alumnus Bill Young (B.Sc.(Hons.) (Chem Eng.)’77), who is Managing Partner of Monitor Clipper Equity Partners in Cambridge, MA.
Biographies of all Board members can be found at queensu.ca/secretariat/trustees/bios.pdf.
What does the Board do?
As I mentioned above, the Board meets four times a year in person, and there will often be two or three phone call meetings a year, typically for one or two specific items — for instance approving my annual goals and reviewing my performance in the previous year. The Board weekends are set well in advance (the logistics of getting over 40 people into and out of Kingston four times a year are not insignificant). It is the responsibility of the University Secretariat — the same body that organizes Senate and Council meetings — to keep the machinery running smoothly, the records and minutes kept, and the documents circulating in a timely fashion (all electronically, by the way — the Board has been largely paperless for months.)
A significant part of the Board’s role is fiduciary — they are volunteers, typically with a connection to Queen’s (often, but not always, alumni) and include faculty, staff and student representation (in the case of students there is an undergraduate and a graduate trustee, each serving two year terms; the Rector, like the Principal and the Chancellor, is an ex-officio member).
By fiduciary I mean it is the responsibility of Trustees to act for the good of the institution to ensure that it is being properly managed, that it is in compliance with external regulations, and that things are running generally smoothly. The Board does not get involved in the day-to-day operations of the University, which is the role of the senior administration and the deans. It does not involve itself in academic matters which are the jurisdiction of Senate (though it does consider academically-related matters that have budget implications — for instance, the construction of a new academic building). It approves tuition increases. It appoints the Principal (on the recommendation of a joint Senate-Board committee), the Provost and Vice-Principals (on a recommendation from the Principal, following the counsel of an Advisory Selection Committee). I work closely with the Board Chair on developing the agenda for particular meetings, and the Provost and Vice-Principals similarly are in touch with the chairs of the various committees (see below).
All trustees are required to declare any conflict of interest, but beyond that, are expected to act with the interests of the university as a whole in mind; in short, though they come from particular sectors (some elected by graduates, some by constituency groups such as students, faculty and staff, some recruited by the Board), they are not there to advocate for those groups per se, but rather to ensure that those groups have a voice in the financial and fiduciary side of the governance of the university. Historically, student trustees (including the Rector) have exercised a powerful influence in Board discussions, as have faculty and staff trustees.
Committee meetings are held Thursday evenings and all day Fridays. The open session of Board — typically held on the Friday evening — will include various observers such as the AMS and SGPS presidents, representatives of the various employee groups, and several members of the administration. They are “open” in the sense that others may apply to the Secretary in advance to have guest or visitor status, not in the sense that one may just “show up”. Space is usually quite tight in the meeting room, and showing up without an advance request does not guarantee admission.
Every Board meeting begins with a ‘Consent Agenda’, which includes relatively routine matters that can be brought on to the main agenda if a trustee requests, but are otherwise deemed approved or received for information; this permits more discussion time for issues of greater complexity. A typical meeting, often but not always including an in-camera (private) session, will run about 3 hours. Saturday morning is typically devoted to longer-range issues and strategic updates — for instance, a presentation by a Vice-Principal or Associate V-P on a particular issue.
A great deal of work is done before the Board meeting proper, in the standing committees. Each committee is composed of several trustees, including student, faculty or staff trustees; members are often picked for their particular expertise (for instance, there are accountants on the Audit Committee).
Here’s a quick overview of the Board standing committees and what they do.
Responsible for ensuring that the university is adhering to best practices and to external regulations on everything from health and safety to accounting principles; it oversees routine internal audits of individual units that occur on a rotating basis; it assesses the progress of current projects, for instance, the ongoing implementation of QUASR; it appoints the external auditors and recommends approval of the annual audited financial statements; it also has oversight for enterprise-wide risk management.
Responsible for ensuring that Board governance runs smoothly and that vacancies are filled according to the Board’s bylaws and consistent with the Charter, with due attention both to getting a broad and inclusive membership as well as providing the necessary skill sets.
Campus Planning and Development Committee (CPDC):
A little unusual in that it has members who are elected by the Senate. Like other committees, it also has members who are not Trustees, but provide a particular expertise. CPDC helps develop the campus plan, approves the selection of architects and the design of new buildings and is responsible for ensuring that the campus remains an aesthetically pleasing — and sustainable – environment for all. It cannot approve the construction of a building or even preliminary work towards that, which is the decision of the full Board, on recommendation of the Finance Committee (see below).
Environmental Health and Safety Committee:
Somewhat like CPDC except this committee is focused on the existing built environment and looks at issues of accessibility and sustainability; it?s also similar to Audit committee with respect to regulatory compliance in areas of environmental and occupational health and safety; it receives reports from the administration on related issues — for instance, pandemic planning.
Consists of representatives from the Board, senior administration and the employee groups, it ensures that the funds in the pension plan are being managed appropriately and that they are being paid out in accordance with the Plan and with collective agreements. The committee also develops and reviews the investment policies and practices for the pension fund.
Develops and reviews the investment policies and practices for the Queen’s Pooled Investment Fund and Pooled Endowment Fund; reviews the performance of particular funds and fund managers against return.
Reviews the budget and financial position of the university, and approves any new expenditure on capital or any new contract above a particular threshold. Members of the committee will typically have variable expertise in areas like investments, risk management, accounting, asset management, capital projects, and real estate. Again, there is always either a faculty or a staff or a student trustee on this committee.
Acts as a reference group for the V-P (Advancement) and the Principal on major fund-raising initiatives and reviews the progress of Advancement (including Alumni Relations) on its annual goals. It provides strategic advice not only on fund-raising but also on broader ‘advancement’ issues, for instance the current brand exercise that is taking place, and considers areas of reputational risk for the university.
Human Resources Committee: Reviews the performance of the Principal annually and, in conjunction with the Principal, that of the Provost and Vice-Principals. Provides a mandate for the administration in negotiations with employee groups around collective agreements.
I hope this sheds some light on an important aspect of university governance. I?ll be tweeting from the various meetings over the next few days and there will be a story on the Queen?s News Centre next week on highlights from the open session. For Board agendas, minutes, meeting dates and more information, visit queensu.ca/secretariat/trustees