APPENDIX E: Guidelines Governing Lakeland College Board Member Responsibilities

APPENDIX E: Guidelines Governing Lakeland College Board Member Responsibilities

Purpose:

To set forth clear guidelines for members of the Board of Governors to provide a mechanism for recognizing, disclosing and resolving potential conflicts of interest.

Scope of these Guidelines:

These guidelines pertain to all individuals of the board of governors, regardless of whether they are appointed or elected or hold ex officio membership on the board.

Board members are subject to the Lakeland College Board of Governor’s Policy on Conflict of Interest, as well as to the Lakeland College policies and procedures.

Definitions:

For the purposes of this Governance Process G-10 (the Code), the following terms have the following meanings:

• Board of Governors (or “Board”): The Lakeland College Board of Governors, made pursuant to the Post-

Secondary Learning Act. • Board Member: An individual member of the Board of Governors of Lakeland College. Any individual appointed to any Board Committee is also deemed to be a Board Member for the purposes of this

Governance Procedure G-10. The President and CEO is a Board Member pursuant to the Post-Secondary

Learning Act. • Board Committee (or “Committee”): Any standing or ad-hoc committee whose existence and charge come from the Board, regardless of whether any members of the Board of Governors sit on the committee. • Board Chair (or “Chair”): The individual designated by the Lieutenant Governor in Council as the Chair of the College, pursuant to section 44(2)(c) of the Post-Secondary Learning Act. • The Chair is the “chair” for the purposes of the Conflicts of Interest Act, as that term is defined at section 23.92(1)(a) of that Act. • The Chair is a “senior official” for the purposes of the Conflicts of Interest Act, as that term is defined at section 23.92(1)(k) of that Act. • Conflict of Interest: A situation in which a Board Member has, or could be perceived to have, a private or personal interest that could influence the objective exercise of their responsibilities as a Board Member; or, a situation in which a Board Member directly or indirectly competes with or aids another to compete with the College, or engages in a business or practice contrary to the interests, goals, objectives, or business of the College. • President and CEO (or "President"): The individual appointed by the Board of Governors to the position of

President, pursuant to section 81 of the Post-Secondary Learning Act. • The President is the “chief executive officer” of the College for the purposes of the Conflicts of Interest

Act, as that term is defined at section 23.92(1)(b) of that Act. • The President is both a “senior official” and a “designated senior official” for the purposes of the

Conflicts of Interest Act, as those terms are respectively defined at sections 23.92(1)(k) and 23.92(1)(d) of that Act, by designation under Order in Council 085/2018 of the Lieutenant Governor in Council.

Obligations of Board Members

Board Members have a fiduciary duty to act in the best interests of the College, pursuant to the PostSecondary Learning Act. This duty requires, in part, that every Board Member disclose any circumstances or changes in their ability to serve the Board effectively and objectively.

Board Members must:

1. Carry out their functions with honesty, integrity, impartiality, independence, and good faith. 2. Respect the confidentiality of information received in the performance of their duties, as well as the confidentiality of any deliberations of the Board or any committee, both during and after their tenure as a

Board Member. 3. Prepare for, attend and participate in meetings of the Board or its Committees, as appropriate. 4. Disclose any actual or apparent conflict of interest as soon as they are aware of it. 5. At the time of appointment to the Board, and annually thereafter, sign and file a disclosure in any specified form with the Board Executive Assistant, indicating that they have read, understood and agreed to comply with this Code.

Board Members must not:

6. Assist any person or any organization in their dealings with the College when such assistance could result in actual or apparent preferential treatment to that person or organization to the prejudice of the College or other College stakeholders. 7. Act in self-interest or further their private interests by virtue of their position or through the carrying out of their duties. 8. Use any information acquired in the exercise of their office that is not otherwise generally available to the public to obtain a personal benefit or advantage. 9. Speak on behalf of the organization unless authorized to do so. 10. Use, or allow to be used, any facilities, property or services of the College for purposes other than as expressly approved by the College.

Rules Governing Conflicts of Interest (as written in the Policy Handbook)

Board Members hold a position of trust. As such, there is an obligation to avoid conflicts of interest. Where a conflict exists, it must be brought to the College’s attention so that it can be reviewed, and if determined appropriate, managed. Otherwise, the conflict must be resolved or the Board Member will be required to resign.

Examples of Conflicts of Interest:

The following examples are intended to guide Board Members in situations where they believe there is a potential conflict of interest. They are not meant to provide a comprehensive outline of all possible conflict situations. Should a Board Member have concerns regarding the possibility of a conflict of interest, or regarding their ability to carry out their responsibilities as a Board Member, they are encouraged to consult with the Board Chair or Vice-Chair.

Board Members who participate, or whose immediate family members participate, as directors, officers, or in any other capacity, in a firm which is a supplier or prospective supplier of materials or services to the

College: The Board Member should declare the conflict and refrain from commenting on or voting on any discussion concerning the relationship between the College and the firm, and must leave the meeting for the period during which discussion or voting relating to the conflict will occur.

Board Members who become aware of corporate opportunities: If as a result of a matter before the Board, a Member becomes aware of a business or investment opportunity (for example, the sale of a piece of real estate) that would not generally be known to other members of the public, the Board Member must not attempt to take that opportunity for his or her own personal benefit.

Board Members who offer professional services: Board Members (such as lawyers, investment professionals, consultants, accountants) who offer professional services should declare a conflict of interest where they or a member of their firm are providing services to the College or a subsidiary of the College.

Board Members who are privy to confidential information in carrying out their board duties: Board Members are bound by their fiduciary duty to the institution, and by legislation governing access to information and protection of privacy, to maintain the confidentiality of information received by them in their capacity as Board Members. Information which is confidential, proprietary to the institution, or non-public must not be divulged to anyone other than persons who are authorized to receive the information. This information may only be used for the purpose(s) for which it was provided, and will not be used in any way for the personal gain of the Board Member.

Board Members who are student leaders: The Student Association has contracts, approvals and other matters before the Board. The representatives of the Student Association are in a conflict of interest on those matters. Under the law, they must declare this conflict. With permission of the Board, they may speak to the matter before the Board, although this should be done carefully, as there could be other legal implications if, for example, there are competing interests who are not given the same opportunity to provide their position to the Board. The Student Association representatives should not be present in the meeting room for any of the discussion on a tender or contract, as their presence during the discussion may inhibit other Board Members in the comments they make and the views they put forward. They should abstain from voting on any such matters.

The role of the student leader often requires the Student Association representative to speak out on student issues such as tuition, access, and student financial aid. Many of these issues will touch on the Board’s sphere of responsibilities. Care must be taken by student Board Members not to violate the confidentiality of Board discussions.

Board Members who are students or whose family members are students: When the Board is considering tuition and other fees, it is possible that Board Members may be in a conflict situation, because they are either paying tuition for themselves or a family member. If the amount of any particular fee increase is not material to an individual, they may vote on the resolution. A fee increase totaling, for example, $100 when considering the student’s class load for a year would probably not be material to a payee. There may however be cases where, regardless of the amount of a fee increase, a Board Member is still in conflict. Where Board Members have any concerns, they should consult with the Chair or Vice-Chair.

Board Members who are members or representing employees or faculty: Board Members who are representing employees or are members of any collective bargaining unit should absent themselves from discussions of labour issues, and from votes on matters pertaining to labour contracts or compensation.

Board Members and influence: Board Members must not use or attempt to use their status as Board Members to influence the appointment or promotion of family members or business associates to positions within the College, nor their acceptance as students, nor their being awarded scholarships or other honors.