LAKELAND COLLEGE BOARD OF GOVERNORS POLICY HANDBOOK February 2024
TABLE OF CONTENTS 1. ENDS ........................................................................................................................ 4 E-1:
Mission ................................................................................................................................. 4
E-2:
Vision .................................................................................................................................... 4
E-3:
Values ................................................................................................................................... 4
E-4:
Outcomes #1 – Learner Success ........................................................................................... 4
E-5:
Outcomes #2 – Relevant Programming and Research ......................................................... 4
E-6:
Outcomes #3 – Connectivity................................................................................................. 4
E-7:
Outcomes #4 – Sustainability ............................................................................................... 4
2. GOVERNANCE PROCESS...................................................................................... 5 G-1:
Global Governance Process .................................................................................................. 5
G-2:
Governing Style .................................................................................................................... 5
G-3:
Board of Governors Job Description .................................................................................... 6
G-4:
Governance Commitment .................................................................................................... 6
G-5:
Board Member Composition ............................................................................................... 7
G-6:
Role of the Chair ................................................................................................................... 8
G-7:
Board Committee Principles ................................................................................................. 9
G-8:
Board Committee Structure ................................................................................................. 9
G-8.1:
Audit, Risk, and Sustainability Committee ......................................................................... 10
G-8.2:
Board Effectiveness and Advocacy Committee .................................................................. 10
G-8.3
Academic Effectiveness Committee ................................................................................... 11
G-8.4
Executive Committee ......................................................................................................... 11
G-9:
Board Member Remuneration ........................................................................................... 12
G-10:
Code of Conduct ................................................................................................................. 13
G-11:
Investment in Governance ................................................................................................. 24
G-12:
Board Linkage with Ownership........................................................................................... 24
G-13:
Board Linkage with other Organizations ............................................................................ 25
G-14:
Board Planning Cycle and Agenda Control ......................................................................... 25
G-15:
Governance Succession ...................................................................................................... 26
G-16:
Presidential Succession and Recruitment .......................................................................... 28
G-17:
Open and In-camera Meeting ............................................................................................ 29
G-18:
Board Indemnification ........................................................................................................ 30
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G-19:
Policy Review ...................................................................................................................... 31
G-20:
Board Member Orientation ................................................................................................ 31
3. EXECUTIVE LIMITATIONS ................................................................................... 33 EL-1:
General Executive Constraint ............................................................................................. 33
EL-2:
Treatment of People........................................................................................................... 33
EL-3:
Financial Planning and Budgeting ...................................................................................... 34
EL-4:
Financial Condition ............................................................................................................. 34
EL-5:
Asset Protection ................................................................................................................. 35
EL-6:
Board Communication........................................................................................................ 35
EL-7:
Partnerships and Entrepreneurial Activity ......................................................................... 36
EL-8:
Public Image ....................................................................................................................... 37
EL-9:
Executive Succession .......................................................................................................... 37
EL-10:
Compensation and Benefits ............................................................................................... 37
4. BOARD PRESIDENT RELATIONSHIP ................................................................. 38 BP-1:
Delegation to the President ............................................................................................... 38
BP-2:
President Job Description ................................................................................................... 39
BP-3:
Monitoring Executive Performance ................................................................................... 39
BP-4:
President Compensation .................................................................................................... 40
APPENDIX A: Lakeland College President Position Responsibilities ............................................................. 41 APPENDIX B: Lakeland College Board of Governors Competency Inventory ............................................... 46 APPENDIX C: Board Business......................................................................................................................... 49 APPENDIX D: Mandate Statement ................................................................................................................ 50 APPENDIX E: Guidelines Governing Lakeland College Board Member Responsibilities ............................... 54
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1. ENDS E-1:
Mission
To inspire lifelong learning and leadership through experience, excellence, and innovation.
E-2:
Vision
Transforming the future through innovative learning.
E-3:
Values
Learner Success, Integrity, Respect, Community, Excellence, Innovation.
E-4:
Outcomes #1 – Learner Success
Outcome #1 – Learner Success Lakeland College will optimize learner success.
E-5:
Outcomes #2 – Relevant Programming and Research
Outcome #2 – Relevant Programming and Research Lakeland College, in conjunction with post-secondary partners, will strategically provide programming that meets student, government, and industry expectations.
E-6:
Outcomes #3 – Connectivity
Outcome #3 – Connectivity Lakeland College will be connected to our multiple stakeholders.
E-7:
Outcomes #4 – Sustainability
Outcome #4 – Sustainability Lakeland College will achieve sustainable operations.
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2. GOVERNANCE PROCESS G-1:
Global Governance Process
The purpose of the Board, on behalf of the people of Alberta and Saskatchewan, is to provide vision and direction and ensure that Lakeland College achieves appropriate, measurable results as specified in Board Outcomes in accordance with the Government of Alberta’s approved Mandate Document as outlined in Appendix D.
G-2:
Governing Style
The Board will govern with an emphasis on outward vision, commitment to obtaining stakeholder input, encouragement of and respect for diversity in viewpoints, strategic leadership, clear distinction of Board and staff roles, collective decisions, and a proactive, future focus. 1. The Board will not be preoccupied with the present or past, or with internal administrative detail. 2. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be an initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body to make policy, rather than to substitute their individual judgments for the group's values. 3. The Board will direct, control and inspire the organization through the careful establishment of policies reflecting the Board’s mission, vision, values, and outcomes. The Board’s major policy focus will be on the intended long-term impacts outside the operating organization, not on the administrative means of attaining those effects. 4. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy-making principles, respect of roles, and ensuring the continuity of governance capability. Although the Board can change its governance policies at any time, it will scrupulously observe those currently in force. 5. Continual board development will include orientation of new members to the Board’s governance process and periodic board discussion of process improvement. 6. The Board will not allow any member or committee of the Board to hinder or be an excuse for not fulfilling board obligations. 7. The board will strive to govern consistently at each meeting.
G-3:
Board of Governors Job Description
The job of the Board is to represent the people of Alberta and Saskatchewan in determining and demanding appropriate organizational performance. The authority is given to the Board by the Alberta Government by way of the Post-Secondary Learning Act, to ensure that the business and affairs of the College are conducted in accordance with the Act and its regulations. To distinguish the Board’s unique role from the role of its staff, the Board will concentrate its efforts on the following outputs: 1. The link between the organization and the people of Alberta and Saskatchewan. 2. Written governing policies which, at the broadest levels, address: 2.1 2.2 2.3 2.4 2.5 2.6
2.7
G-4:
Ends: The relative value of organizational products, impacts, benefits, outcomes, and recipients. Governance Process: Specification of how the Board conceives, carries out and monitors its own task. Executive Limitations: Constraints on executive authority which establish the prudence and ethics boundaries within which all executive activity and decisions must take place. Board-President Relationship: How power is delegated and its proper use monitored; the President’s role, authority, and accountability. Completion of an evaluation at least annually. Assurance of staff performance in achieving the results defined in the Ends policies, and not exceeding the constraints in Executive Limitations policies, through monitoring and evaluation of the President as outlined in policies on Board-President Relationship. The link with political representatives at all levels, i.e., municipal, provincial and federal.
Governance Commitment
On behalf of the people of Alberta and Saskatchewan, the Board will govern Lakeland College with a strategic perspective through clearly expressed mission, vision, values and continuous monitoring of outcomes. The Investment Management Agreement (IMA) is Lakeland College’s strategic planning document that provides direction for the institution and explains the college’s goals and priorities. This document is mandated by the Provincial Government and prepared under the Board’s direction with consideration of all policy decisions and material, economic, or fiscal implications. The IMA is submitted in June of each year in accordance with legislation and associated ministerial guidelines. The Lakeland College Annual Report is submitted in December and is prepared under the Board’s direction in accordance with the Fiscal Management Act and ministerial guidelines established pursuant to the Post-secondary Learning Act. The annual report highlights the accomplishments of our students, faculty, and staff and addresses actual performance metrics identified in the current IMA.
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G-5:
Board Member Composition
As determined by the Post-secondary Learning Act, Section 44(2), members of the Board of Governors of Lakeland College are appointed by an Order-in-Council from the Lieutenant Governor or by Ministerial Order from Alberta Advanced Education. Section 44(2) The board of a comprehensive community college shall consist of the following members: (a) repealed 2005 c44 s2; (b) the following persons appointed by the Minister: (i) one academic staff member nominated by the academic staff association, (ii) 2 students nominated by the council of the students’ association, and (iii) one member of the non-academic staff who is not engaged in the administration of the comprehensive community college nominated by the non-academic staff association; (c) 7 persons appointed by the Lieutenant Governor in Council, one of whom shall be designated as chair; (c.1) additional persons appointed by the Lieutenant Governor in Council on the recommendation of the Minister; (d) the president of the comprehensive community college. The term of office for board members is in accordance with section 56(1) of the Post-secondary Learning Act.
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G-6:
Role of the Chair
The Board of Governors believes that its ability to discharge its obligation is enhanced when leadership and guidance is forthcoming from its Board Chair. The Board Chair will be appointed as provided for in the Post-Secondary Learning Act. The Board Chair has primary responsibility for providing leadership and guidance. The Board Chair or Vice Chair or Interim Board Chair, acting in the capacity of the Chair, has the following powers and duties: 1. 2. 3.
4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.
Preside over all Board meetings and ensure that such meetings are conducted in accordance with the Post-Secondary Learning Act and the policies and procedures as established by the Board. Confer with the President and the Vice Chair prior to each Board meeting to discuss the agenda, the order of the items, and to become thoroughly familiar with them. Perform the following duties during Board meetings: 3.1 Ensure that all issues before the Board are well stated and clearly expressed. 3.2 Ensure that each governor has a full and fair opportunity to be heard and understood by the other members of the Board in order that collective opinion can be developed and a corporate decision reached. 3.3 Direct the discussion by governors to the topic being considered by the Board. 3.4 Ensure that each governor present votes on all issues before the Board. 3.5 Extend hospitality to governors, officials of the Board, the press, and members of the public. Keep informed of significant developments within the College. Keep the President and the Board informed of all matters coming to their attention that might affect the College. Be in regular contact with the President to maintain a working knowledge of current issues and events. Convey directly to the President any concerns which may affect the administration of the College. Bring to the Board all matters requiring a corporate decision of the Board. Act as the chief spokesperson for the Board except for those instances where the Board has delegated this role to another individual or group. The Board Chair shall recommend to the Board, for approval, governors to all committees, with the exception of the Executive Committee. Act as an ex-officio member, with voting privileges, of all committees appointed by the Board. Act as a signing officer for the Board. Represent the Board or arrange alternative representation as required. Ensure that the Board engages in regular assessments of its effectiveness as a Board.
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G-7:
Board Committee Principles
Board committees will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to President. 1.
Board committees are to help the Board do its job, never to help or advise the staff. Committees ordinarily will assist the Board by preparing recommendations on policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have direct dealings with current staff operations. Board committees may not speak or act for the Board except when formally given such authority for specific and/or time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the President. Board committees cannot exercise authority over staff. Because the President works for the full Board, he or she will not be required to obtain approval of a Board Committee before an executive action, except where the committee has been delegated specific authority to act on behalf of the Board. The Board retains responsibility and authority to monitor organizational performance. This policy applies to any group that is formed by Board action, whether or not it is called a committee, and whether or not it includes board members. It does not apply to committees formed under the authority of the President. All committee members shall abide by the same Code of Conduct as governs the Board. No committee has authority to commit the funds or resources of the College.
2.
3.
4. 5.
6. 7.
G-8:
Board Committee Structure
A committee is a Board committee only if its existence and charge come from the Board, regardless of whether Board members sit on the committee. The only Board standing committees are those which are set forth in this policy. The Board Chair may establish ad-hoc committees with a focus on specific issues within a defined timeframe. 1. The Board Chair will recommend, for approval, all committee members and committee Chairs to the Board. 2. Minutes will be recorded at all committee meetings except for the Executive Committee. 3. Committee expenses will be reimbursed in accordance with Board Policy G-9. External committee members may be added to the committee at the discretion of the Committee Chair.
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G-8.1:
Audit, Risk, and Sustainability Committee
Purpose – Oversee the annual audit of the college (Entrance/Exit meetings and others that may be required related to the annual audit). Oversee risk assessment. Oversee the financial, environmental and social condition of the college. Authority – Upon review of the annual audit with the Office of the Auditor General, recommend changes to the Board. Receive regular risk assessment reports and recommend risk mitigation strategies to the Board. Explore enterprise opportunities and make recommendations to the Board. Review financial reports and make recommendations to the Board; including annual operating and capital budgets, financial statements and quarterly reports. Review environmental measures and make recommendations to the Board. Composition:
All Board members (voting members) President (voting member) Chief Financial Officer (non-voting member) Vice President, External Relations and Infrastructure (non-voting member)
Resources:
Vice President, Academic and Research Executive Director, Human Resources
Quorum:
Three Board members.
G-8.2:
Board Effectiveness and Advocacy Committee
Purpose – Oversee Board policy review, board and president evaluations, board succession, development, and orientation. Established to consider advocacy as an avenue to connect with external individuals to support college activities. Authority – Conduct Board and President evaluations and present recommendations to the Board. Create and maintain the competency matrix for potential Board members. Create a Board member profile for the pending vacancy based upon the competency matrix. Set policies regarding President recruitment. Annually review the Lakeland College Policy Manual. Discuss avenues to connect with external individuals to support college activities. Composition:
Public Board members (voting members) President (voting member)
Resources:
Vice President, Academic and Research Vice President, External Relations and Infrastructure Chief Financial Officer Executive Director, Human Resources
Quorum:
Three Board members
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G-8.3
Academic Effectiveness Committee
Purpose – Provide general oversight regarding academic direction, quality of the curriculum and student services. Areas of responsibility: • Monitor academic programs and present options to the Board for program additions, deletions and moves • Review recommendations from Academic Council • Review academic performance measures and program evaluations • Identify and review institutional performance measures Authority – Upon review of academic information, recommendations will be presented to the Board. Composition:
All Board members (voting members) President (voting member) Vice President, Academic and Research (non-voting member)
Resources:
Vice President, External Relations and Infrastructure Chief Financial Officer Executive Director, Human Resources
Quorum:
Three Board members
G-8.4
Executive Committee
Purpose – Guide Board operations. Authority – Establish Board meeting agendas; make time sensitive decisions to be ratified at subsequent Board meetings and to explore Board priorities for future agendas. Composition:
Board Chair Vice Chair President
Quorum:
Two committee members
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G-9:
Board Member Remuneration
1. Honoraria 1.1 1.2
1.3
1.4 1.5 1.6
Honoraria will be available to each elected student representative on the Board in the form of payment of their tuition fees (maximum of $5000) unless otherwise determined by the Board. All public Board members, including the Chair,are entitled to receive honoraria for time spent on Board business, (Appendix C), both travel and meeting/event time, as follows: • Up to and including 4 hours $149 • 4 to 8 hours $264 • Over 8 hours $389 The Academic staff member and the Non-academic staff member are only eligible to receive honoraria (in accordance with the schedule above) for events and meetings outside of normal business hours. The President does not receive honoraria. The Chair approves all honoraria claims. The Chair’s honoraria are approved by the Vice Chair and the Chief Financial Officer
2. Expenses 2.1
2.2 2.3 2.4
All reasonable expenses including mileage, travel, meals, incidentals, and lodging by Board Members engaged in meetings, Board development or representation on behalf of the Board or College shall be reimbursed. Expenses will be reimbursed in accordance with Lakeland College’s Travel Expense Allowances–Canada/USA–policy FIN 3.52. Expenses over $500 must be approved by the Chair in advance. The Chair approves all expense claims. The Chair’s expenses are approved by a Vice Chair and the Chief Financial Officer.
3. College To encourage Board Members to attend events at the College, the following items may be provided to each member upon request: 3.1 Library Card 3.2 Activity Card - Recreation Facilities 3.3 Parking Pass 3.4 Tuition free credit or credit-free (equivalent of one three-credit course) course per the calendar year (public members only) 3.5 Tickets to college and community events where Board representation is required and deemed appropriate 4. Gifts for Retiring Board Members 4.1 One-year term $100; Two-year term $150; One three-year term $200, Two two-year terms $250; Two three-year terms $350 4.2 Chair - After term as Chair $500 4.3 President - A five-year term $350; After five years $100/year 4.4 Executive Assistant to the Board - At the discretion of the Board
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G-10:
Code of Conduct
Lakeland College Board of Governors (the “College”) expects its Board Members to demonstrate ethical and businesslike conduct. This commitment includes proper use of authority and respect in group and individual behavior when acting as Board members.
PURPOSE OF THE CODE The purpose of this Code is to: 1. 2. 3. 4. 5.
Promote public confidence in the integrity, trustworthiness, and impartiality of the Board; Articulate rules of conduct; Set out the responsibilities of Board Members in carrying out their duties; Assist Board Members in recognizing, avoiding and managing conflict of interest situations; Prevent impermissible conflicts of interest through avoidance of activities which may give rise to a conflict of interest, and where necessary, review and manage ongoing conflicts to ensure the College’s interests are not prejudiced; and 6. Set out the expectations of Board Members with regard to the confidentiality of Board and Committee meetings.
APPLICATION This Code applies in respect of all Board Members, but does not include employees or other members of the College community who are governed by the separate Code of Conduct: Members of the College Community.
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 PostSecondary 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.
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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.
ETHICAL OBLIGATIONS Board Members are expected to exercise any discretion and decision-making in a manner befitting the ethical responsibilities of their position. In particular, Board Members must: 1.
Work with other members of the College community in a spirit of harmony and co-operation in spite of any differences of opinion.
2.
Recognize that authority over the College is only vested in the full Board when it meets in legal session.
3.
Maintain the integrity of the Board, and their position on it, when communicating and interacting with other individuals and agencies.
4.
Respect the decisions and opinions of the Board and its individual Board Members.
5.
Maintain the highest standards of civility and respect accorded to public office.
6.
Deal appropriately with sensitive issues and respect confidentiality of discussions that take place during closed sessions.
7.
Represent all stakeholders the College serves without bias or favouritism.
8.
Disclose any conflicts of interest and avoid creating, or being subject to, any undue influence.
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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.
Additional Obligations of the Chair and the President 1. In addition to the obligations owed as Board Members, the Chair and the President must not: a. Take part in a decision in the course of carrying out their office or powers knowing that the decision might further their own private interest, the private interest of their own minor or adult child, or the private interest of any person associated with them, pursuant to Section 23.925(1) of the Conflicts of Interest Act; b. Use their office or powers to influence or seek to influence a decision to be made by or on behalf of the Crown or a public agency to further their own private interest, the private interest of their minor or adult child, or the private interest of any person directly associated with them, or to improperly further any other person’s private interest, pursuant to Section 23.925(2) of the Conflicts of Interest Act; Lakeland College Board of Governors
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c. Use or communicate information not available to the general public that was gained by them in the course of carrying out their office or powers to further or seek to further a private interest of their own, or any other person’s private interest, pursuant to Section 23.925(3) of the Conflicts of Interest Act; d. Notwithstanding any decision of the College made under any section of this Code, the President may not be involved in any alternate employment, business, undertaking, or appointment other than their position as President, without obtaining approval in writing from the Ethics Commissioner pursuant to section 23.926 the Conflicts of Interest Act. The President must first obtain a determination from the Chair that the conflict is manageable before applying to the Ethics Commissioner for approval. TRANSITIONAL: If the President is continuing under the same contract, agreement, or appointment with the College that was in effect as of December 15, 2017, the obligation to obtain approval from the Ethics Commissioner does not apply until the earlier of: a.
December 15, 2019, or
b.
The date on which the President renews, extends, or otherwise enters into a new agreement or is reappointed to continue as the President. If the President renewed, extended, entered a new agreement or was re-appointed as the President on any date after December 15, 2017, the obligation to obtain Ethics Commissioner approval applies as of that date, subject to any other time periods required by the Conflicts of Interest Act. The President may consult section 23.971 of the Conflicts of Interest Act for greater detail on the transitional exception.
e. Fail to appropriately and adequately disclose a conflict of interest in the manner specified in this Code. 2. The President, as a designated senior official under the Conflicts of Interest Act, has other special obligations. The President must know and meet the obligations of that Act. These include, but are not limited to: a. The President must not own or have a beneficial interest in public-traded securities, subject to legislated exceptions, pursuant to section 23.93 of the Conflicts of Interest Act; b. The President must file and keep current annual disclosure statements and returns in the form and manner determined by the Ethics Commissioner, pursuant to sections 23.931 and 23.932 of the Conflicts of Interest Act; and
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c. The President must observe restrictions on post-employment activity pursuant to section 23.937 of the Conflicts of Interest Act. TRANSITIONAL: If the President is continuing under the same contract, agreement, or appointment with the College that was in effect as of April 4, 2018, the obligations of the President as a designated senior official under the Conflicts of Interest Act do not apply until the earlier of: a.
April 4, 2020, or
b.
The date on which the President renews, extends, or otherwise enters into a new agreement or is re-appointed to continue as the President.
If the President renewed, extended, entered a new agreement or was re-appointed as the President on any date after April 4, 2018, the obligations as a designated senior apply as of that date, subject to any other time periods stipulated by the Conflicts of Interest Act. The President may consult section 23.971 of the Conflicts of Interest Act for greater detail on the transitional exception.
RULES GOVERNING CONFLICTS OF INTEREST 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. Avoidance of Conflicts of Interest 1. A Board Member must arrange their private affairs and conduct themselves in a manner to avoid conflicts of interest or the appearance of conflicts of interest. This includes, but is not limited to, the following obligations: a. A Board Member who has a direct or indirect interest in any private company, firm, partnership or other entity that engages in business dealings with Lakeland College will be considered in a conflict of interest and must disclose their interests; and b. A Board Member who is involved with an alternate employment, business, undertaking, or other appointment other than their position as a Board Member, is considered in a conflict of interest by the College and must disclose the alternate activity so that it may be assessed. 2. A Board Member may not hold full-time permanent employment with the College, with the exception of the President and the staff representatives appointed to the Board pursuant to the Post-Secondary Learning Act. Should the Board Member choose to be employed full-time by the College, they must resign immediately from their position with the Board. 3. A Board Member who is in doubt whether an actual or apparent conflict of interest is present should request the advice of the Chair, the President, or the Audit and Risk Committee.
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4. The following is a non-exhaustive list of situations which may be a conflict of interest: a. An immediate family member of the Board Member becomes employed by the College; b. A situation where the Board of Governors is making a decision: i.
affecting a private company in which the Board Member or a related person is a proprietor or shareholder;
ii. affecting a public company in which the Board Member or a related person holds more than 1% of the shares issued; iii. affecting a partnership or firm in which a Board Member or related person is a member; iv. affecting a contract for the sale of goods, merchandise or services to which a Board Member or related person are parties and from which they may benefit directly or indirectly; v. affecting a Board Member or related person in selling or leasing land or an interest in land to the Board, from which they may benefit directly or indirectly; vi. affecting a Board Member or related person who, by virtue of a position held in a private society, crown corporation or other organization having significant dealings with the College, could benefit directly or indirectly. Disclosure Procedure for Conflicts of Interest 1. A Board Member engaging in an activity considered to be a conflict of interest must immediately: a. Disclose the conflict of interest to the Chair; b. End or resolve the conflict of interest or seek a determination the conflict is manageable; and c. Take reasonable steps to protect themselves and the interests of the College. 2. A Board Member with a conflict of interest that will not be immediately ended or resolved must request that the College review the conflicting activity and make a determination as to whether the conflict is a manageable conflict. a. A request is to be made to the Chair and must specify: i.
The nature of the conflict of interest;
ii. The actions the Board Member will take to ensure the conflict does not prejudice their ongoing responsibilities with the College; and
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iii. If the conflict relates to involvement with alternate employment, appointments, business, or undertakings other than their position as a Board Member, the contact information of persons involved with the other activity that the College may contact if necessary to determine whether any conflict will be manageable or not. b. The Chair may involve the President or any other appropriate parties in investigating whether the conflict of interest is manageable. c. The Chair, on behalf of the College, will make a written determination within a reasonable time from the receipt of the request as to whether or not the conflict of interest is manageable: i. If the conflict of interest is determined to be unmanageable, the Board Member must end or resolve the conflict or resign from their position with the College. ii. If the conflict of interest is determined to be a manageable conflict, the Board Member must ensure that the conflict remains manageable and has an ongoing obligation to notify the College of any material change in circumstances. 3. Where a Board Member has a conflict of interest, whether or not it has been determined to be manageable, they must be absent during any Board or Committee discussion or vote on any issue involving the conflict. The Board or Committee may invite the Board Member to state their position on the issue in question prior to their absenting. 4. If the Chair is involved in the conflict of interest to be disclosed, is subject to a related conflict of interest, or if there is a reasonable basis to believe that the Chair cannot make an impartial decision, any disclosure of a conflict of interest should be made instead to the Audit and Risk Committee, whose non-conflicted members will assess, investigate, and make a determination. If any vote of the Audit and Risk Committee made for these purposes is tied, the matter will be referred to the Ethics Commissioner. Gifts and Event Invitations 1. Board Members shall not accept any gifts, entertainment, hospitality or other special considerations outside the scope of accepted business courtesies if acceptance of that gift could create an actual or apparent conflict of interest. Board Members must use their discretion and recognize that while a gift or invitation may be offered with the expectation of receiving nothing in a return, acceptance may still create a perception of a conflict of interest. Where such a perception exists, acceptance must be avoided or the perception must be resolved prior to acceptance. 2. The Code is not intended to prohibit the acceptance of every gift or event invitation, only those where acceptance may create an actual or apparent conflict of interest. Situations which are not expected to create a conflict of interest are:
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a. b. c. d.
The normal exchange of gifts between friends where unrelated to any position or duties performed for the College; Reasonable gifts given as part of a cultural practice, tradition, or in recognition of participation; The receipt of nominal or token gifts received as part of normal protocol or social expectations; and Accepting and attending an event where: i. Many College stakeholders are invited; ii. The event is open and free to the public; iii. The Board Member pays for food, beverage, and all other costs of attendance; or iv. Attendance is for the purposes of professional development or advancing the College’s interests or public profile.
3. No Board Member may accept, without special approval: a. b. c.
Any single gift with a cash value in excess of $200; Any event invitation with a cash value, including food and beverage, in excess of $400; or All combinations of gifts or event invitations from a single source within one year with a cash value, including food and beverage:
i. In excess of $1,000, if the single source is a donor; or ii. In excess of $400, if the single source other than a donor; d. A total value of more than $2000 of gifts and event invitations from all sources within one year 4. No Board Member shall accept a gift of cash or cash equivalents. 5. Subsection (3) does not apply to any honoraria, expense reimbursement, benefit or retirement gifts given to a Board Member in accordance with Governance Process G-9. 6. If a Board Member accepts a gift with a maximum cash value in excess of any stipulated maximum, the gift will become the property of the College. 7. If the valuation of any gift or event is disputed, or if the categorization of a single source as a donor or supplier is uncertain, the value or category (as the case may be) will be as determined in the sole discretion of the Board Chair. 8. A Board Member who is uncertain if acceptance of a gift or event invitation is appropriate, or who is offered a gift or invited to an event valued in excess of a maximum cash value, may contact the Chair for direction or to seek special approval. If the Board Member is the Chair, they may contact the Audit and Risk Committee to seek direction or special approval.
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RULES GOVERNING CONFIDENTIALITY 1. Proceedings at "open" sessions of meetings of the Board are not confidential. Agendas, briefing documents, minutes, reports and other documents received by a Board Member for purposes of an open session are not confidential unless specifically identified as "confidential." 2. Proceedings at "closed" sessions of meetings of the Board are confidential. 3. Proceedings at meetings of Board Committees are confidential, unless otherwise explicitly directed by the Board. 4. Agendas, briefing documents, minutes, reports and other documents received by a Board Member for purposes of a closed session of a Board meeting or a Committee meeting are confidential. 5. During the term of the Board Member and thereafter, confidential information received by a Board Member may not be divulged to any other person without express, prior written authorization of the Board. 6. It is the responsibility of Board Members, and any other person who receives confidential information, to ensure the security of that confidential information entrusted to them at all times. 7. At the appropriate time, confidential documentation must be destroyed in a confidential matter. Board Members may return such documentation to the Board’s Executive Assistant for destruction.
BREACHES OF THE CODE OR ANOTHER GOVERNANCE POLICY 1. Any member of the College community may bring forward a good faith complaint that a Board Member has violated the Governance Process of the College, including this Code. Complaints may be made in writing to the Human Resources department. 2. Any Board Member who becomes aware of another Board Member being in breach of any Governance Process must raise those concerns to the Human Resources department at the first opportunity. 3. The Human Resources department will forward any reasonable complaint to the Chair. The Chair has the responsibility for initiating an investigation into a complaint. The Chair will conduct an initial assessment and will determine whether an investigation or any other further action is necessary. The Chair may involve the President or any other appropriate parties at any time. 4. Where the Chair determines an investigation or further action is necessary, the Board Member who is alleged to have breached a Governance Process will be informed in writing as to the nature of the allegation. 5. A Board Member who is alleged to have breached a Governance Process will be allowed to present their views on the allegation at a Board or Committee meeting. The Chair will endeavour to ensure that if the complainant is a Board Member, that complainant Board Member will absent themselves from any discussion or vote related to the complaint. In all cases, the Chair will make reasonable efforts to preserve the confidentiality of the identity of the complainant.
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6. Upon making a determination, the Chair will notify the Board Member in writing of the outcome. Board Members who are found to have violated the Board’s Governance Process may be subject to censure, up to and including being requested to resign or being the subject of a recommendation to the Minister that they be removed from their Board position. 7. If the Chair is involved in an allegation, is subject to a related complaint, or if there is a reasonable basis to believe that the Chair cannot make an impartial decision, the Human Resources department may instead forward the complaint to the Audit and Risk Committee, whose non-conflicted members will assess, investigate, and make a determination. If any vote of the Audit and Risk Committee made for these purposes is tied, the matter will be referred to the Ethics Commissioner.
NOTICE PERIOD & AMENDMENTS 1. This Code will be submitted to the Ethics Commissioner for review pursuant to section 23.922 of the Conflicts of Interest Act. 2. Providing approval has been received from the Ethics Commissioner in accordance with the Conflicts of Interest Act, this Code will be made public on or before April 30, 2019. 3. The period from the date the Code is made public, until August 31, 2019 will be the public notice period. 4. This Code will be implemented on September 1, 2019. 5. The College reserves the right to amend this Code at any time, including but not limited to: i.
On the advice or demand of the Office of the Ethics Commissioner; or
ii.
Where required to ensure compliance with any changes to the Conflicts of Interest Act, the Post-Secondary Learning Act, or any other applicable legislation or order in council.
6. Any amendment or replacement of this Code will be submitted to the Ethics Commissioner for approval in a manner pursuant to section 23.923(2) of the Conflicts of Interest Act and any other applicable provisions or legislation.
ADMINISTRATIVE 1. If there are any doubts as to whether a course of action is proper, about the application or interpretation of this Code, or of any legal requirement, Board Members are advised to discuss the matter with the Chair, the President, or the Human Resources department. 2. No code of conduct can offer a complete guide to cover all possible situations that might be encountered. This Code is intended to provide members of the college community with an overview of those obligations of particular importance. 3. The Code will be addressed as part of the orientation process for all Board Members. Lakeland College Board of Governors
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ENDNOTE 1. Nothing in the Code is intended to preclude any person from membership on the Board. The Code exists to provide a framework within which to deal with situations which arise between a Board Member’s duties to the Board and their private affairs. STATEMENT OF UNDERSTANDING (To be completed by all Board Members) 1. I have read and understood the Lakeland Board of Governors Policy Handbook, including Governance Procedure G-10: Code of Conduct, and agree to abide by its terms and spirit. 2. I have completed the required disclosures and have disclosed any and all conflicts of interest that I am aware of. ________________________________________ Signature ________________________________________ Date
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G-11:
Investment in Governance
In order to govern well, the Board will invest in its governance capacity. 1. Appointing authorities will be provided with information that clearly outlines the Board’s approach to governance and desirable characteristics of Board members. 2. Board skills, methods, and supports will be sufficient to assure governing with excellence. 2.1 2.2 2.3 2.4
New Board members shall receive a complete orientation to ensure familiarity with the organization’s issues and structure and the Board’s process of governance. Board members shall have an ongoing opportunity for continued training and education to enhance their governance capabilities. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to owner viewpoints and values. Outside monitoring assistance may be arranged so that the Board can exercise sufficient control over organizational performance. This includes, but is not limited to fiscal audit.
3. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior governance capability. 3.1
The Board will establish and be accountable for an annual budget for its own governance functions, which includes, but is not limited to meeting costs, Board member attendance at conferences and conventions, improvement of its governance function, costs of fiscal audit and any other outside monitoring assistance required, and costs of methods such as focus groups, surveys and opinion analyses to ensure the Board’s ability to listen to owner viewpoints and values.
4. Under the leadership of the Chair, at least annually, the Board will conduct self-evaluations. As a result of this evaluation, the Board will establish a governance action plan with specific goals and objectives for improvement of identified areas. 5. The Board will monitor its adherence to its own Governance Process policies regularly. Upon the choice of the Board, any policy can be monitored at any time.
G-12:
Board Linkage with Ownership
The “owner” of Lakeland College is defined as the people of Alberta and Saskatchewan. The Board shall be accountable for the organization to its owner as a whole. The Board shall act on behalf of the owner as a whole, rather than being advocates for specific geographic areas or interest groups. 1. When making governance decisions, Board members shall maintain a distinction between their personal interests as “customers” of the organization’s services, and their obligation to speak for others as a representative of the “owner” as a whole. As the agent of the owner, the Board is obligated to identify and know what the owner wants and needs.
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2. The Board shall gather data in a way that reflects the diversity of the ownership. It shall meet with, gather input from, and otherwise interact with the broad base of communities, and acknowledge diversity. It shall recognize that diversity assures a broad base of wisdom, and shall seek to make decisions considering that input. 3. Collection of input from the community may be accomplished through a variety of methods, including, but not limited to, meetings with the ownership, surveys, and advisory committees.
G-13:
Board Linkage with other Organizations
1. Government 1.1 The Board shall ensure that the College’s interests are represented to governments and government agencies. 2. Relationships with Other Organizations 2.1 The Board shall identify other organizations with which it requires good working relationships in order to achieve its Ends. It will establish mechanisms for maintaining open communication with these organizations. Such mechanisms may include, but are not limited to: • inviting representatives of organizations to Board meetings. • meeting with other Boards on occasion. 3. Political Contributions 3.1
G-14:
Lakeland College money or property is not to be given as a contribution to any political party or to any candidate, or holder of public office, in conformity with relevant legislation. This prohibition extends to all indirect contributions such as the price of admission tickets to sporting, social or other events where part of the proceeds are directed to a political party or candidate.
Board Planning Cycle and Agenda Control
1. The Board shall maintain control of its own agenda by developing an annual schedule which may include, but is not limited to: 1.1 1.2 1.3
1.4 1.5 1.6
A formal review of Ends. Scheduled time for ownership input prior to the above review. Scheduled time for consideration of information relating to the external environment and exploration of future perspectives which may have implications for the direction of the College. Scheduled time for monitoring of the Board’s own compliance with its Governance Process policies, and for review of the policies themselves. Scheduled time for monitoring compliance by the President with Executive Limitations policies, and for review of the policies themselves. Scheduled time for Board orientation and education.
2. Based on the outline of the annual schedule, the Board delegates to the Chair the authority to fill in the details of the meeting content. The detailed agenda shall be prepared by the Board Chair in Lakeland College Board of Governors
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consultation with the President and the Vice Chair. Potential agenda items shall be carefully screened to ensure that they relate to the Board’s job description, rather than simply reviewing staff activities. Screening questions shall include: 2.1 2.2 2.3
Clarification as to whether the issue clearly belongs to the Board or the President. Identification of what category an issue relates to ends, executive limitations, governance process, Board-President linkage. Review of what the Board has already said in this category, and how the current issue is related. Identification of whether the Board already dealt with the issue; of whether the issue is one level below current Board policy or several levels lower. Identify the broadest way to address this issue so that it is still “under” the Board policy that already exists.
3. The Board shall annually establish for itself a set of desired performance objectives. These objectives will be regularly reviewed. 4. Board Meetings: The Lakeland College Board will meet regularly either face-to-face or via telecommunications to conduct its business. It will establish a schedule for the upcoming calendar. 4.1 4.2
4.3 4.4 4.5
G-15:
Special Meetings – Special meetings may be necessary and would be at the call of the Chair or Vice Chair. Meeting Agenda – On behalf of the Board, the Chair, the President, Vice Chair and the Board’s Executive Assistant prepare the agenda. It is normally sent out the week before the Board meeting. Where the Board has not adopted a specific procedure, Roberts Rules of Order prevail. Motions of the Board do not require seconds. A quorum of the Board is 50% of the board members and requires both the Chair or in his absence one of the Vice Chair and the President or in his absence the Acting President to attend.
Governance Succession
Board of Governors Recruitment Process – Public Members The Lakeland College Board of Governor's recruitment process will be transparent, open and based upon the required skills, with consideration for diversity and alignment with the recruitment process of Alberta Advanced Education. 1. Identify the Need for an Appointment 1.1 The Board Chair will monitor the term dates of Board Members. Six months prior to the expiration of a term, he or she will advise members of the Board and the Minister of the pending vacancy. 1.2 The Board Chair will send a letter to the Minister immediately advising the Minister of a resignation from the Board of Governors.
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Note: The Minister’s Office also monitors term dates. 2.
Recruit for the Required Skills 2.1 The Board Effectiveness Committee will create a Board member profile for the pending vacancy based upon the competency inventory (Appendix B). 2.2 Invite all Board members to contribute names for the pending vacancy. 2.3 The Human Resources department of Alberta Advanced Education will prepare a posting for the position. A copy will be sent to the Board Chair for approval and sign off. 2.4 The position will be posted on the Government of Alberta public on-line bulletin (note: the current practice is to post the position for a public member on the GOA public on-line bulletin and the position of Chair is advertised in one paper, as well as posted on the GOA public on-line bulletin). 2.5 The GOA posting will run for two weeks. During the summer, the posting will run for three weeks. 2.6 Lakeland College will advertise in strategic regional media.
3. Review Applications 3.1 Once the posting has closed, the HR Department of Alberta Advanced Education will screen the applicants, based on Ministry criteria. 3.2 A full screening report will be sent to the Board Chair, through the Minister’s office, which will include resumes. 3.3 An ad hoc committee, typically the Executive Committee, determined by the Board Chair, will review and screen the list of candidates and short list candidates for the position. 3.4 The ad hoc committee will interview the short-listed candidates and prior to making a recommendation to the Minister will report to the Board on this issue. Note: It is important that the Board of Governors exhibit their due diligence in the recruitment process. 4. Recommend to the Minister 4.1 The Board Chair will recommend to the Minister, those candidates that the Board has deemed appropriate and will list them in priority order. Ministerial Process 4.1.1 The Minister will make a final decision from the list of recommended candidates and obtain final approval (i.e., Cabinet approval). 4.1.2 The appointment process is placed on the agenda of two Cabinet meetings: ▪ Appointment Request – 1st Cabinet meeting ▪ Order in Council – 2nd Cabinet Meeting 5. Order in Council 5.1 5.2
Upon approval by the Cabinet an Order in Council is signed by the Lieutenant Governor the following day and will be sent to the individual with a copy to the Board Chair. The appointment will be effective the date the Order in Council is signed unless otherwise specified.
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G-16:
Presidential Succession and Recruitment
PRESIDENTIAL SUCCESSION PLAN In order to protect the Board from sudden loss of chief executive services, the President may not have fewer than two senior administrators familiar with Board and presidential issues and processes. In the unplanned absence of the President, the Executive Committee of the Board shall name an Acting President within seven (7) days. The Chair of the Board may assume administrative responsibility, if necessary, in the interim between the absence and the appointment. The President’s profile statement will be kept current on a regular and systematized basis and will be reviewed annually. (Appendix A)
PRESIDENTIAL RECRUITMENT Selection Procedures for Presidents Upon formal notification of a presidential vacancy, the Chair will inform the Board of Governors of the need to secure new college leadership. Vacancy notification shall be provided in the form of Board acceptance of a presidential resignation, retirement, contract buyout, or the receipt of information regarding death, or departure for special circumstances. At the following Board meeting, the Board will consider the approach it wishes to use for the selection of a successor president. The Board, by formal action, will determine whether it wishes to contract for an external recruitment firm or to utilize the college’s Human Resources Department (HR), or a combination of consultant and internal HR support services. Should the Board choose to contract for external search services exclusively, the Chair or his designee shall serve as the Board’s liaison to the firm. External Searches In the event that an external search firm is contracted by the Board of Governors, the procedures, timelines, and activities supporting the search will be determined by the Board, through the Chair, in consultation with their consultant firm. The Board is committed to broad community and college participation in its searches, as well as providing equal employment opportunity to qualified candidates. The final decision rests solely with the Board as a whole. In recruitment of the college president consideration shall be given to: • Demonstrated superior administration experience in an outcomes-based environment • Demonstrated skills, strengths and leadership ability appropriate to the Lakeland College culture • Only abilities-based candidate strength, without political considerations and references
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G-17:
Open and In-camera Meeting
Board meetings shall be considered open to observers from the public except that the Board may exclude the public from a meeting if it considers it necessary to protect the interests of the public, a person or the college and the desirability of avoiding disclosure outweighs the desirability of public disclosure of the information. 1. Reasonable accommodation shall be made for seating at regular meetings. 2. A person who is not a member of the Board may not participate in debate unless such person is invited by the Chair to participate in a specified manner, or members decide by a simple majority of members present and voting that a named individual be heard. 3. Items discussed in-camera are items of a confidential nature, disclosure of which could reasonably be expected to be harmful to: 3.1 Personal privacy, including human resource issues and matters pertaining to individual students. 3.2 Individual and/or public safety. 3.3 Business interests of a third party. 3.4 Financial or economic interest of the Board and its affiliates, including local public body confidences. 3.5 The integrity and security of computer systems. 3.6 The integrity and protection of security systems. 3.7 Policy advice as provided in the Freedom of Information and Protection of Privacy Act. 3.8 Litigation matters and solicitors’ legal advice. 4. Items that may be considered in-camera include: 4.1 Internal governance matters of the Board. 4.2 Property acquisitions or disposals. GOVERNOR 4.3 Drafts of resolutions, bylaws or other legal instruments such as rules and regulations. 5. Confidentiality shall be maintained respecting all discussions undertaken by the Board in-camera. 6. Attendance at in-camera sessions shall be at the discretion of the Board. 6.1 All board members with the exception of those who are deemed to be in conflict of interest. 6.2 The President shall attend all in-camera meetings, except where issues of their performance or compensation are being discussed, at which time he or she may be excluded from the proceedings at the direction of the Chair. 6.3 Senior staff will be included in in-camera discussions at the discretion of the Chair. They will normally be excluded only when issues of performance or remuneration of the President are under discussion. 6.4 The Board Executive Assistant acting as Recorder will be in attendance at all in-camera sessions. 6.5 Resource persons may be invited to in-camera Board meetings.
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7. Any matter considered in-camera shall be communicated to the public in the open general meeting once all sensitive issues have been dealt with, and the confidential nature of matters under discussion has been respected. 8. Meeting notes of any part of a meeting that is held in-camera shall be kept separately and made available for scrutiny only to members of the Board and to anyone who may be authorized by the Board to see them. 9. Board Committee meetings will be closed to the public unless by invitation of the Chair.
G-18:
Board Indemnification
1. In the event that a member of the Board of Governors while acting in the course of their normal college-related duties, is sued by a third party for any alleged action, the College will defend the legal action on behalf of the member provided that the actions of the member which gave rise to the legal action were: 1.1 1.2 1.3 1.4
Performed in the ordinary and usual course of the member’s duties with the College; Reasonable in the circumstances and did not involve gross disregard or negligence of the usual standards and practices of the member’s responsibilities within the Board; Not knowingly in breach of any rules or regulations of the College; Not an unlawful act or unethical practice on the part of the member.
2. In such circumstances, Lakeland College will indemnify the member against any action or settlement and defend the action on the member’s behalf. Should the College deem it appropriate, legal costs for the member’s own counsel will be paid. 3. Lakeland College reserves the right to settle any claim on such terms as it deems appropriate. 4. Should the member disagree with any settlement, the College will cease to indemnify any further action or legal costs, including any appeal process the member should choose to undertake without the College’s express consent.
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G-19:
Policy Review
The Board of Governors Policy Handbook review process is commenced in November of each year, for completion by the April Board meeting. The Lakeland College Board of Governors Policy Handbook review process is as follows: 1. Every second year, the Board Effectiveness Committee will conduct a review of the entire Handbook, exclusive of the Ends policies. 2. Every fourth year, the Executive Committee of the Board will lead a major Ends policies workshop of the whole Board. 3. Recommended new policies and policy amendments arising from these reviews will be tabled for formal board approval in the form of notices of motion. 4. Following approval of all new and amended policies, the Executive Assistant to the Board will compile the revised Board of Governors Policy Handbook for distribution to Board members.
G-20:
Board Member Orientation
When appointment of a new Board member is confirmed by Alberta Advanced Education by the signing of the Order in Council then: 1. The Board Chair will make the first-contact call to the new Board member. 2. An internal and external news release will be prepared. 3. The Executive Assistant to the Board will contact new Board members to schedule a visit with the Board Chair, the President of Lakeland College and other Board members at the discretion of the Chair at the earliest opportunity. 4. The Chair of the Board assumes responsibility for orientation and is encouraged to engage all Board members in the process. Orientation will include the following: 4.1 The duties and responsibilities of a Board member; 4.2 The Board Policy Manual approved by the Board; and 4.3 College administrative structure and committee responsibilities. 5. Critical elements of orientation will ensure that a new Board member receives an understanding of: 5.1 Duties and Responsibilities regarding: • Policy Development • Monitoring Performance • External Relationships • Fundraising
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5.2
The Lakeland Board Policy Manual • Ends • Governance Process • Executive Limitations • Board President Relationships
6. To ensure that a new Board member becomes familiar with the structure of the College as it pertains to: 6.1 Committees 6.2 Administration 7. To ensure that a new Board member becomes familiar with the geographical layout and physical structures of Lakeland College.
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3. EXECUTIVE LIMITATIONS EL-1:
General Executive Constraint
The President shall not cause or allow any practice, activity, decision or organizational circumstance which is either unlawful, imprudent, in violation of commonly accepted business and professional ethics and practices, or in contravention of provincial government regulations.
EL-2:
Treatment of People
With respect to treatment of students, staff, guests, volunteers and the community, dealings shall be humane, fair and dignified. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Discriminate against anyone for expressing an ethical dissent. 2. Operate without personnel procedures which clarify personnel rules, provide for effective handling of grievances, and protect against wrongful conditions. 3. Prevent students and staff from addressing the Board when: 3.1
3.2
The student or staff member alleges either 3.1.1 That Board policy has been violated to their detriment; or 3.1.2 That Board policy does not adequately protect human rights; and Internal grievance procedures have been exhausted.
4. Fail to acquaint students and staff with their rights and responsibilities. 5. Fail to operate within the rules of natural justice.
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EL-3:
Financial Planning and Budgeting
Budgeting, and the associated allocation of resources, for any fiscal period or the remaining part of any fiscal period shall not deviate materially from Board-stated Ends priorities in, nor risk fiscal sustainability, nor fail to be derived from a multi-year plan. Further, without limiting the scope of the above statement by the following list, the President shall not permit budgeting that: 1. Risks incurring those situations or conditions described as unacceptable in the Board policy “Financial Condition.” 2. Omits material projection of revenues and expenses, separation of capital and operational items, cash flow projections, and disclosure of planning assumptions. 3. Endangers the fiscal soundness of future years or ignores the building of organizational capability sufficient to achieve ends in future years.
EL-4:
Financial Condition
With respect to the actual, ongoing financial sustainability of the College, the President shall ensure sound fiscal management policies and procedures are established and implemented, that financial risks are appropriately managed and monitored, and strategic financial decisions are made in accordance with Board priorities established in Ends policies. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Fail to ensure that Strategic Investment Reserves (internally restricted net assets) are established to ensure funding is available for priority strategic initiatives. 2. Fail to ensure appropriate financial policies and procedures are developed and implemented, and proper financial and accounting controls exist to ensure the accurate and reliable receipting and recording of revenues and the payment of payroll, debt, and other expenditures are valid and appropriate and are recorded and reported in accordance with public sector accounting standards. 3. Fail to ensure all regulatory and legislative remittances and financial reporting requirements are met. 4. Fail to ensure the financial sustainability of the College is considered in the acquisition and disposal of land or buildings and is in accordance with governing legislation and regulation. 5. Engage in entrepreneurial activity that is inconsistent with contribution to the overall Ends of the College in order to generate income. 6. Commit to any contracts, expenditures, or outlays that would result in projected deficits, impair long term fiscal sustainability or jeopardize normal fiscal flexibility of future Administrations and Boards. 7. Use any financial resources of the college to contribute to or pay for fundraising events for any political party or candidate for public office.
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EL-5:
Asset Protection
The President shall ensure assets are properly safeguarded and maintained and will ensure related risks are appropriately addressed. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Permit the College to be without adequate insurance against theft, fire and casualty losses. 2. Permit the Board Members, staff, and individuals engaged in activities on behalf of the College, or the College itself to be without adequate liability insurance. 3. Unnecessarily expose the College, its Board Members or staff to claims of liability. 4. Not fail to ensure that College facilities and equipment are properly maintained to ensure a reasonable and cost effective service life. 5. Neglect to ensure the College has appropriate procurement policies, procedures and processes that ensure due consideration of a quality, service life, value for dollar, and opportunity for fair competition, in accordance with legislation, regulation and trade agreements. 6. Neglect to ensure that processes are established to mitigate the risk of conflict of interest regarding the procurement of goods and services. 7. Operate without adequate safeguards to protect intellectual property, information, and files from loss, significant damage, or unauthorized use. 8. Endanger the College’s public image, credibility, or its ability to accomplish Ends. 9. Change the College’s name or substantially alter its identity in the community. 10. Create or purchase any subsidiary corporation without Board and Alberta Government approval.
EL-6:
Board Communication
The President shall not permit the Board to be uninformed or unsupported in its work by failing to provide timely updates. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Allow the Board to be unaware of trends, anticipated adverse media coverage; hiring, promotion, demotion, or termination of senior personnel; lawsuits against the organization; publicly visible external and internal changes; entrepreneurial activities; major contracts or contracts with high public visibility; or changes in the assumptions upon which any Board policy has previously been established. 2. Fail to submit the required monitoring data in a timely, accurate and understandable fashion, directly addressing provisions of the Board policies being monitored. 3. Fail to report actual or anticipated non-compliance with any policy of the Board. 4. Fail to advise the Board if, in the President’s opinion, the Board is not in compliance with its own policies on Governance Process and Board-President Relationship, particularly in the case of Board behaviour which is detrimental to the work relation-ship between the Board and the President. 5. Fail to obtain appropriate input from stakeholders when developing means for achieving the Board’s Ends.
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6. Fail to provide a timely, secure mechanism for official Board, officer or committee communications. 7. Fail to provide an Annual Report summarizing the operation of the College during the past fiscal year, in accordance with guidelines from the Alberta Advanced Education. 8. Fail to provide reasonable administrative support for Board activities.
EL-7:
Partnerships and Entrepreneurial Activity
The President shall not fail to develop appropriate partnerships to encourage community involvement and ownership in the College’s initiatives and to maximize efficiency and effectiveness in the use of public resources. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Fail to develop partnerships where appropriate with other organizations in seeking to achieve the Board Ends. 2. Develop collaborative relationships with organizations whose practices are incompatible with the Board’s stated policies. 3. Fail to encourage entrepreneurial activity in order to support the achievement of the Board Ends. 4. Fail to recognize the full cost of entrepreneurial activities. 5. Fail to ensure that the entrepreneurial activity contributes to overall Board Ends in addition to generating income. 6. Fail to ensure that the College land is developed in a manner that: 6.1 6.2 6.3 6.4 6.5
Respects the core business of the College (teaching and learning); Benefits the stakeholders we serve; Maximizes the value of the land; Extends the College’s alliances with business and industry; Links to current program offerings or positions the College as a leader in new programs targeted at future market opportunities; 6.6 Provides new learning and/or ancillary space; 6.7 Demonstrates viability through a sustainability strategy; 6.8 Creates an opportunity to generate new revenue streams; 6.9 Presents an opportunity to differentiate the College’s learning environment; and 6.10 Facilitates prosperity and wealth creation in Lakeland College’s region.
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EL-8:
Public Image
The President shall not endanger the College’s public image or credibility, particularly in ways that would hinder the accomplishment of its mission. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Fail to promote a positive image of the College. 2. Fail to establish an effective corporate communications and public relations strategy which maintains open communication with all constituents. 3. Permit presentations to be made to the media or stakeholders that inaccurately portray Board policy. 4. Fail to communicate effectively with stakeholders, respecting non-confidential Board decisions, policy, and initiatives.
EL-9:
Executive Succession
The President shall not fail to have an executive succession plan in place. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Have fewer than two other executives familiar with Board and chief executive issues and processes. 2. Shall not fail to have a succession plan in place for key leadership positions including, but not limited to Vice Presidents, Deans, and Directors.
EL-10:
Compensation and Benefits
With respect to employment, compensation and benefits to employees, consultants, contract workers, and volunteers, the President shall not cause or allow jeopardy to fiscal integrity or public image. Further, without limiting the scope of the above statement by the following list, the President shall not: 1. Change their own compensation and benefits. 2. Promise or imply guaranteed employment. 3. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed. 4. Create obligations over a longer term than revenues can be safely projected. 5. Establish or change pension benefits. 6. Execute a collective agreement with the college faculty and staff.
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4. BOARD PRESIDENT RELATIONSHIP BP-1:
Delegation to the President
All Board authority delegated to staff is delegated through the President, so that all authority and accountability of staff, as far as the Board is concerned, is considered to be the authority and accountability of the President. 1. With respect to the staff of the College, the Board hereby delegates to the President the authority to: 1.1 recruit, select, appoint, establish compensation and benefits and other terms of employment, direct, evaluate, discipline, terminate 1.2 The President’s authority is limited only by Board Policies. 1.3 The President has the authority to further sub-delegate authority conferred by this resolution to other College officers but remains accountable to the Board for the exercise of that delegated authority. 2. The Board will direct the President to achieve specified results through the establishment of Ends policies. The Board will limit the latitude the President may exercise in practices, methods, conduct and other “means” to the Ends through establishment of Executive Limitations policies. 3. As long as the President uses reasonable interpretation of the Board’s Ends and Executive Limitations policies, the President is authorized and required to establish all further policies, make all decisions, take all actions and develop all activities. 4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and President domains. By so doing, the Board changes the latitude of choice given to the President, but so long as any particular policy is in place, the Board and its Members will respect and support the President’s choices. This does not prevent the Board from obtaining information from the President about the delegated areas, except for confidential personal information. 5. Only decisions of the Board acting as a body are binding upon the President. 5.1 Decisions or instructions of individual Board Members, officers, or committees are not binding on the President except in rare instances when the Board has specifically authorized such exercise of authority. 5.2 In the case of Board Members or committees requesting information or assistance without Board authorization, the President can refuse such requests that require, in the President’s judgement, a material amount of staff time or funds or is disruptive. 6. Only the Board acting as a body can employ, terminate, discipline, or change the conditions of employment of the President.
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BP-2:
President Job Description
As the Board's single official link to the operating organization, the President’s performance is considered to be synonymous with organizational performance as a whole. Consequently, the President’s job contributions can be stated as performance in only two areas: 1. Organizational accomplishment of the Board Ends. 2. Organizational operations within the boundaries of prudence and ethics established in Board policies on Executive Limitations.
BP-3:
Monitoring Executive Performance
Monitoring executive performance is synonymous with monitoring organizational performance against Board policies on Ends and on Executive Limitations. Any evaluation of the President’s performance, formal or informal, may be derived only from these monitoring data. 1. The purpose of monitoring is to determine the degree to which Board policies are being fulfilled. Information which does not do this will not be considered to be monitoring. Monitoring will use a minimum of Board time so that meetings can be used to create the future rather than to review the past. 2. A given policy may be monitored in one or more of three ways: Internal report: Disclosure of compliance information to the Board from the President. External report: Confirmation of compliance by an impartial, external auditor, inspector or judge who is selected by and reports directly to the Board. Such reports must assess executive performance only against policies of the Board, not those of the external party unless the Board has previously indicated that party’s opinion to be the standard. Direct Board review: Confirmation of compliance information by a Board Member, a committee or the Board as a whole. This is a Board inspection of documents, activities or circumstances directed by the Board which allows a “prudent person” test of policy compliance. Such an inspection is only undertaken at the instruction of the Board, in the President’s presence. 3. Upon the choice of the Board, any policy can be monitored by any method at any time. For regular monitoring, however, each Ends and Executive Limitations policy will be classified by the Board according to frequency and method.
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4. The President will provide a “CEO Interpretation” of each End and Executive Limitation that guides the preparation of monitoring reports. A reasonable interpretation of the End/Executive Limitation by the President provides the parameters for Board monitoring. Monitoring schedule (Internal Reports) to be developed upon finalization of metrics. Policy # Title E-4 Learner Success E-5 Relevant Programming E-6 Connectivity E-7 Sustainability EL-1 General Constraint EL-2 Treatment of People EL-3 Financial Planning and Budgeting EL-4 Financial Condition EL-5 Asset Protection EL-6 Board Communication EL-7 Partnerships and Entrepreneurial Activity EL-8 Public Image EL-9 Executive Succession EL-10 Compensation and Benefits 5. A formal evaluation of the President by the Board will occur at least annually, based on the achievement of the Board's Ends policies and non-violation of its Executive Limitations policies. This formal evaluation will be conducted as a summative evaluation of previous regular monitoring data.
BP-4:
President Compensation
Ongoing President compensation will be determined using the following criteria: 1. Achievement of Lakeland College’s Ends and Key Performance Indicators without undue consideration of other institutions compensation. 2. A formula for additional compensation (i.e., bonus) may be considered against levels of progress toward, or achievement of stated Ends. 3. No additional consideration for non-monetary remuneration additions such as automobile or housing allowance, unused sick leave compensation, etc. Multi-year agreements can be negotiated and approved.
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APPENDIX A: Lakeland College President Position Responsibilities
FUNCTION As the chief executive officer of the College, the President provides leadership and overall strategic direction for the operation of the academic and business affairs of Lakeland College. The President is a voting member of the Board of Governors.
THE CHALLENGE • • • •
To maintain and develop a financially healthy institution and to plan for potential fluctuations in government support as well as other economic and social changes To establish an environment and practices designed to address needs for recruitment and motivation of faculty and staff, including leadership development To cultivate and maintain strong and effective relations internally and externally to the College To continue to champion a sense of distinctive identity for Lakeland College in providing quality education
RESPONSIBILITIES • • • • • • • • • •
Articulates, and mobilizes through consensus, a distinctive vision of Lakeland College’s future, building on its strengths, its tradition of outreach and access, and its culture of innovation, strong academic and trades values, and excellence in teaching Communicates Lakeland College’s unique values and culture in a way that generates enthusiasm, passion, and support from members of the College and its broader community Takes a leadership role in fundraising for the College, both in capital campaigns and on-going donor and alumni relations Provides leadership to the Senior Leadership Team and especially to the Leadership Team whose members he or she coaches and develops Works closely with the Vice-Presidents, delegating as appropriate, assessing risks and opportunities jointly, and ensuring the accountability of the executive team Stimulates and supports excellence in teaching, training and applied research while fostering a climate that inspires faculty, staff, and students to perform at their best Encourages the development of new markets and recruiting strategies for students - provincially, nationally and internationally - and enhances services and programming in order to build and sustain enrolment levels Positions Lakeland College strategically in a competitive marketplace for funding and student recruitment, working collaboratively with other post-secondary institutions when appropriate Encourages an open, supportive relationship with the student body and stimulates innovative approaches to student development that make the College a provincial leader in student-centered learning Enhances the internal and external image of Lakeland College, engendering a sense of pride by being an available, approachable, and visible supporter of the College’s academic and trades enterprise, and by providing recognition for achievements in all areas
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• • • • •
Builds strong ties with all levels of government and other potential funding sources, and develops sound strategies to enhance income that will enable the College to realize its vision and potential Develops and nurtures business, government, regional and community relationships that enhance Lakeland College’s rich and varied programs Promotes external understanding and appreciation of the unique and evolving role Lakeland College plays in the region and its value to society Demonstrates leadership in working with other external associations and agencies Capitalizes on connections among people, ideas, and opportunities.
REPORTING RELATIONSHIPS Reports to: The Board of Governors Interacts with: The Board of Governors Vice President, Academic & Research Vice President, External Relations & Infrastructure Students Faculty members Support Staff members Unions Alumni Donors Industry and Business Communities CICan Government (municipal, provincial, federal) K - 12 School System and other institutions of higher education First Nations Community
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PRESIDENT CANDIDATE QUALIFICATIONS LAKELAND COLLEGE GENERAL Dedicated to the development of all sectors of the College, the ideal candidate has demonstrated success through leadership experiences in an academic setting. He or she has an ability to foster a positive, open, cooperative academic institution focused on teaching and learning and the development and dissemination of knowledge.
BACKGROUND A combination of education and experience that would command respect from all sectors of the College community would typically suggest: • Minimum of a Master’s Degree (Ph.D. preferred)
EXPERIENCE • • •
• • • • • • • • • •
Experience working with an effective leadership team whose members bring skills to implement strategies and deliver significant results Experienced in governance matters and able to work with the Board and other Committees in developing a relationship that is clear, accountable and positive Strong record as a leader in a setting where changes were introduced to: − Enhance the learning experience of students − Foster constructive decision-making processes − Promote and encourage applied research − Establish linkages and partnerships within Alberta, Saskatchewan, Canada and internationally − Develop facilities Experience in strong fiscal management, including familiarity with budgeting processes and fund accounting Evidence of success in developing conceptual and tactical strategies to strengthen an academic organization, especially inspiring others to address significant challenges Experienced in governance matters and in the relationships among the Board, and the Administration of a post-secondary institution, and able to work with the Board in a relationship that is clear, accountable and positive Demonstrated ability to attract and retain top level personnel, with an understanding of the challenges of staff renewal in a competitive climate Familiarity with employee relations in a unionized setting Appreciation for and understanding of applied research and its role within the College Knowledgeable about and sensitive to student issues Sensitivity to the cultural diversity of students and prospective groups of students Familiarity with progressive business practices in colleges Articulate and persuasive in representing Lakeland College in order to gain the support of diverse constituents locally, nationally and internationally
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• • • • •
Has worked strategically within the frameworks that government provides and is comfortable working with government Success in increasing the income to an organization through government sources, partnerships, and fundraising Ability to assist those in the academic environment to work collaboratively with those in the wider community Ability to work with fundraising volunteers to foster good relations with alumni and potential donors A goodwill ambassador with the skills to build and maintain relationships with local, national, and international communities
INTERPERSONAL SKILLS • • • • • • • • • • • • • • •
Works effectively with others to build a clear sense of direction and achieve results Unites people through listening to and synthesizing ideas and helping them reach the best decisions Is able to articulate a strong and clear vision and engender excitement and passion in others Can bring together diverse constituents, both internally and externally, and can conscript influential people as volunteers and champions Enjoys sharing success and credit – is generous in the celebration of achievement of others Demonstrates excellent listening, oral, and written communication skills Presents well and deals effectively with the media Is able to negotiate effectively Can work well with all sectors of the College including students, support staff, faculty, unions, senior management, Board, Education Council and alumni Is able to delegate effectively Demonstrates commitment to collegial decision-making processes Shows a willingness to learn and seek advice from others, but has the strength to make the final decision, recognizing that not all decisions will meet with unanimous acceptance Is able to uphold and explain college autonomy to those external forces that wish to influence decisions on curriculum etc. Can build bridges to the community, government and other higher education institutions; makes connections among people, ideas, and opportunities Demonstrates a welcoming manner that is transparent and conducive to cooperative interaction, listening to the concerns of all groups and developing a positive environment for the campus community.
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PERSONAL QUALITIES • • • • • • • • • •
Innovative, intelligent, enthusiastic, and energetic Optimistic but realistic Ethical, honest, and committed to equity and fairness Pro-active seeks new challenges and can manage fast-paced change Organized, analytical, with the ability to set priorities and see them implemented Focused on goals and persistent in meeting objectives Politically savvy Maintains professional composure in all situations Exercises good judgment Has a good sense of humour
THE FINE PRINT All qualified candidates are encouraged to apply; however, Canadians and permanent residents will be given priority.
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APPENDIX B: Lakeland College Board of Governors Competency Inventory 1. Alberta Advanced Education Recruitment Profile • • • •
Experience with the issues affecting education and the training of adults (e.g., occupational experience; institutional consultation; or participation in related community based activities). Interest in the college or other post-secondary institutions in Alberta (e.g., position on any board governed institution in Alberta; participation in an advisory body, alumni activities, fundraising foundation, or other direct association activity). Understanding of financial matters (indicate how you achieved an understanding of financial matters, e.g., occupational experience; training; life experience). Demonstrated community service (e.g., stated volunteer roles’ refers to recent (within approximately five years) participation in a senior and or leadership capacity, professional, business, public service, civic, religious, labour relations organization volunteer experience).
2. Lakeland College Board of Governors Specific Competency Inventory 2.1
Core Competencies: • • • • • • • •
Strong communication skills. Independence. Strategic thinking. High ethical standards and integrity in professional and personal dealings. Appreciation of the responsibilities to the public. Flexible, responsive and willing to consider others’ opinions. Ability to listen and work as a team member. Commitment to time and effort required to fulfill Board member roles and responsibilities.
Note: The following are identified as core competencies. Although these competencies are not required when seeking appointment to the Lakeland College Board of Governors, it is important for Board members to have the basic knowledge of them. It will be our goal to ensure they gain this basic knowledge through Board orientation and Board development. • • • •
Financial literacy. Knowledge of Lakeland College. Knowledge of Provincial legislation and Ministry. Knowledge of Parliamentary procedure.
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2.2. Inventory of Collective Board Member Attributes: The priority in Board recruitment will be to select the best candidate available. In addition, Board members will normally require specific expertise or knowledge that can assist the College in making the best decisions possible for achievement of its strategic direction. Board members are expected to bring their experience and profession to bear, but this does not replace expert advice. No single Board member is expected to possess all these skills and experiences, but ideally, the Board collectively should have as many of these attributes as reasonably possible. • Experience with Boards and governance (understanding the roles and responsibilities of a Board member). • Experience in Law (e.g., Lawyer- understanding of legal and regulatory responsibilities and ensuring the organization is in compliance. Ability to recognize when it is necessary to hire legal counsel). • Financial Knowledge and experience (accounting designation and experience with Audit). • Experience in Business ownership and management. • Knowledge of Risk Management (ability to understand, manage and monitor risk, e.g., asset protection, financial risk, human resources, delegated financial authorities, liability insurance, disaster recovery plans, etc.). • Knowledge of Health Services (understanding of the current needs in health services in the province either through occupational experience or participation in related community based activities). • Knowledge of Agriculture (understanding of the current issues surrounding agriculture and the needs of Alberta producers). • Knowledge of Apprenticeship (understanding of Alberta’s apprenticeship system and the needs of Alberta employers). • Knowledge of Energy (particularly experience in Oil and Gas in Alberta/Saskatchewan). • Knowledge of the Environment (experience in environmental issues and familiarity with environmental policy in Alberta/Saskatchewan). • Knowledge of Emergency Services (understanding of the current issues surrounding emergency services in Alberta, throughout Canada, and globally). • Knowledge of the Alberta Government (understanding of Alberta government processes, budgeting and policy making). • Knowledge of the Saskatchewan Government (understanding of Saskatchewan government processes, budgeting and policy making). • Knowledge of the construction industry (understanding of project management and/or building through occupational experience or participation in related community based activities, including other Boards). • Demonstrated Leadership skills (e.g., President, CEO, high level manager or through community activities, including other boards, committees, etc.)
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• Experience in advocacy (ability to build and maintain strong external networks that are used to advocate for and support the achievement of the College’s vision, mission, strategic goals, and initiatives, e.g., community leaders, politicians, stakeholders, donors, etc.) • Knowledge of the Outcomes of Lakeland College: − Learner success − Relevant programming and research − Connectivity − Sustainability 3. Areas of Interest • Fundraising. • Media Relations. • Human Resources. • International Education. • Distance Education. • Regional Educational Demand/Marketing. 4. Diversity Consideration • Ethnic Diversity. • Gender Balance. • Geographic. − Vermilion − Lloydminster − Saskatchewan − Southeast (Wainwright/Provost/Hardisty) − Southwest (Viking/Daysland/Killam/Forrestburg) − Northwest (Two Hills/Willingdon/Myrnam) − At Large (All Alberta/Saskatchewan)
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APPENDIX C: Board Business 1. Honoraria Eligible • Board Meetings • Committee Meetings • Agenda Meetings • Government Meetings (excluding federal meetings) • Other College Joint Board Meetings • Board Member Orientation 2. Non-Honoraria Eligible (including but not limited to:) • Convocation • Donor Functions • Staff Recognition Night • Community Meetings • Board Christmas Social • Staff Christmas Social • Executive Office Christmas Socials • Student Christmas Gala • President’s Gala • Alumni Homecoming • Athletic Events (Included Athletic Awards Night) • Soup / Chili Student Events • Skills Competition • Grand Opening Events • Feast on The Farm Event • Conferences, eg. CICan • Federal Meetings
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APPENDIX D: Mandate Statement
The Board of Governors of Lakeland College Mandate Statement Approved January 2024
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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 PostSecondary 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.
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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 Lakeland College Board of Governors
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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.
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