University Secretariat and Legal Counsel

University Secretariat and Legal Counsel

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Affiliated Entities Policy

Category: Finance

Approval: Board of Trustees

Responsibility: Vice-Principal (Finance and Administration)

Date: October 12, 2018
 

Purpose/Reason for Policy:

On occasion, it may be in the best interests of the university to become involved in the creation of an Affiliated Entity. On those occasions, the university must ensure that appropriate processes are in place to safeguard against potential risks and liabilities resulting from the creation of an Affiliated Entity.

This policy provides a framework to guide the university in establishing and monitoring its relationships with Affiliated Entities. It also outlines the processes that must be followed and the approvals that must be obtained prior to the university becoming involved in the creation of an Affiliated Entity.

Scope of this Policy:

This policy applies to all Affiliated Entities.

The university has an additional Procedure Governing the Establishment, Reporting and Review of Research Centres, Institutes, and other entities at Queen's University that outlines the process to follow when establishing Research Centers and Institutes (as defined in that procedure). Where such status is sought for an Affiliated Entity, that procedure and this policy and its associated procedures shall also be applicable.

Policy Statement:

The creation and activities of Affiliated Entities must support or complement the mission of the university or one or more of its business units.

The Board of Trustees of the university must approve the creation and dissolution of an Affiliated Entity.

Prior to the university participating in the creation of an Affiliated Entity it must undertake the appropriate due diligence to ensure that it has an understanding of the legal, financial, and other issues associated with its involvement with the Affiliated Entity.

The Board of Trustees exercises oversight over Affiliated Entities through the following mechanisms:

  1. Approval of the establishment or the dissolution of Affiliated Entities.
  2. Governance requirements including but not limited to the designation of a Senior University Representative.
  3. The requirement for an annual audit or other financial review procedure
  4. Regular reporting processes (see Procedure – Required Reporting by Affiliated Entities).

Affiliated Entities are also overseen by their own governing boards. To the extent possible, Affiliated Entities should adopt policies and procedures that are consistent with Queen’s University policies and procedures.

Relationships with each Affiliated Entity will be reviewed by the Vice-Principal (Finance & Administration) or delegate, the University Secretary and the Senior University Representative at least every five years. If it is deemed that an Affiliated Entity is no longer required, the University Secretary will take appropriate steps to implement sun setting provisions, including seeking approval from the Board of Trustees of the university.

Responsibilities:

Principal/Vice-Principal’s Committee (PVP) is responsible to ensure that an Affiliated Entity is created to support or complement the mission of the university or one or more of its business units (through approval of the Preliminary Proposal).

Vice-Principals’ Operations Committee (VPOC) is responsible to review and recommend approval to the Board of Trustees, as appropriate, Detailed Proposals for the creation of Affiliated Entities.

The Board of Trustees is responsible to approve the creation and dissolution of Affiliated Entities.

The Senior University Representative is responsible to brief the Vice-Principal (Finance & Administration) at least annually on the operations and risks of the Affiliated Entity.

Definitions

Affiliated Entity: An Affiliated Entity is an organization that has been formed to support or complement the mission of the university, over which the university holds at least 20% or greater ownership or voting rights or the ability to appoint 20% or greater of its directors.

Senior University Representative: A university representative as designated by the Principal with full voting rights on the governing board of the Affiliated Entity.

Sponsoring Business Unit: The faculty or shared services unit that identifies the need for an Affiliated Entity.


Contact Officer: Associate Vice-Principal, Finance

Date for Next Review: 2023

Related Policies, Procedures and Guidelines: Affiliated Entities Procedure