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VANCOUVER COMMUNITY COLLEGE
BOARD MANUAL
Prepared By:
BOARD MANUAL – TABLE OF CONTENTS
TABLE OF CONTENTS
1.
Introduction ...................................................................................................................1
Governance Structure
2.
Governance Structure .....................................................................................................2
3.
Board Charter .................................................................................................................5
4.
Board Calendar .....................................................................Error! Bookmark not defined.
5.
Board Chair Position Description .....................................................................................5
6.
Individual Board Member Position Description .............................................................. 15
7.
President Position Description ...................................................................................... 20
8.
Committee Operating Guidelines .................................................................................. 22
9.
Finance and Audit Committee Terms of Reference ......................................................... 25
10. Human Resources Committee Terms of Reference ......................................................... 25
11. Governance Committee Terms of Reference .................................................................. 35
Governance Practices
12. Board Meeting Guidelines ............................................................................................. 44
13. Strategic Planning ......................................................................................................... 48
14. Risk Management Oversight ......................................................................................... 52
15. Board Composition and Succession Planning ................................................................. 54
16. Orientation and Professional Development ................................................................... 60
17. Board Evaluation .......................................................................................................... 65
18. President Evaluation ..................................................................................................... 68
19. President Succession Planning ....................................................................................... 70
20. Board Chair Succession Planning ................................................................................... 73
21. Board Member Liability Coverage.................................................................................. 76
22. Board Member Remuneration and Expenses ................................................................. 77
Updated: February 2014
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BOARD MANUAL – TABLE OF CONTENTS
Standards of Conduct
23. Code of Conduct for Board Members ............................................................................. 78
Manual Appendices
Legal Framework [to be completed by VCC]
College and Institute Act
Bylaws
Government Letter of Expectations/Budget Letter
AVED Reporting Guidelines
Education Council
Education Council Charter [to be completed in next phase of governance revitalization process]
Board Approved Policies [to be completed by VCC]
[VCC to insert copies of all significant organizational policies that require Board approval]
Updated: February 2014
ii
BOARD MANUAL – INTRODUCTION
1. INTRODUCTION
This Board Governance Manual (the “Board Manual”) has been prepared for the Board of
Governors of Vancouver Community College (“VCC” or the “College”). The governance
framework reflected in the Board Manual sets out the governance structure and policies
pursuant to which the Board exercises its responsibilities and carries out its duties of
stewardship and accountability.
The Board Manual incorporates the Board’s responsibilities as set out in the College and
Institute Act and the Board Bylaws, and reflects best guidance as determined by the
collaborative efforts of the Crown Agencies Secretariat and the Board Resourcing and
Development Office.1
After this introduction, the Board Manual is divided into the following sections:
Governance Structure outlines the general roles and responsibilities of the Board, position
descriptions for individual Board Members, the Board Chair and President, and guidelines for
Committees, including Terms of Reference for each Committee.
Governance Practices details the policies and processes that govern the Board’s work.
Standards of Conduct contains a code of conduct to which all Board Members are required to
adhere.
The Manual also contains several appendices:
Legal Framework includes a copy of the College and Institute Act and the Board Bylaws.
Education Council contains a copy of the Terms of Reference for the Education Council.
Board Approved Policies contains a copy of the significant College policies that require
the Board’s approval.
1
The Crown Agencies Secretariat and the Board Resourcing and Development Office have developed a
series of checklists which incorporate good practices used in the public and private sectors, and are
intended to provide guidance for British Columbia’s Commercial and Service Delivery Crown Corporations,
Health Authorities, Colleges, Universities and the Board of Trustees for School Districts:
http://www.fin.gov.bc.ca/brdo/governance/index.asp.
Updated: February 2014
1
BOARD MANUAL – GOVERNANCE STRUCTURE
2. GOVERNANCE STRUCTURE
2.1. BOARD POWERS AND DUTIES
Pursuant to the College and Institute Act, the Board of Governors is responsible to “manage,
administer and control the property, revenue, expenditures, business and affairs” of VCC.2 The
Board fulfills its duty by delegating to senior leadership responsibility for the day to day
operations of VCC. Board Members serve part time and the Board’s role is one of governance
and oversight of VCC.
The Board’s governance role is defined in the Board Charter and involves a wide range of
responsibilities, including approving VCC’s strategic plan, ensuring senior leadership is qualified,
reviewing VCC’s material risks and overseeing a succession planning process to ensure
continued leadership.
2.2. BOARD STRUCTURE
The Board is composed as follows:3
a) eight or more persons appointed by the Lieutenant Governor in Council;
b) four elected Members: one faculty representative; one support staff representative; and
two student representatives;
c) the President (non-voting); and
d) the Chair of the Education Council (non-voting).
All Board Members appointed by the Government should be independent of VCC; that is, free
from any relationship that might interfere with the exercise of their independent judgment as a
Board Member.
A Board Member elected by a constituency group is not a delegate or representative of that
group. Although the elected Board Member can express and take into account that
constituency’s interests and concerns, each Member has a duty to act in the best interests of
the College as a whole.4
2.3. ELIGIBILITY – FACULTY AND SUPPORT STAFF
Pursuant to the College and Institute Act, a person is not eligible to become or remain a Board
Member at such time as he or she is an employee of VCC and a voting member of the executive
body of, or an officer of, an instructional, administrative or other staff association of VCC
(collectively an “Association”) which has the responsibility, or joint responsibility with others, to:
2
College and Institute Act, s. 19(1)(b).
College and Institute Act, s. 9(1).
4
College and Institute Act, s. 8.2.
3
Updated: February 2014
2
BOARD MANUAL – GOVERNANCE STRUCTURE
a) negotiate with the Board, on behalf of the Association, the terms and conditions of
service of that association; or
b) adjudicate disputes regarding members of the Association.5
The College and Institute Act does not prohibit such an individual from seeking election to the
Board, however, if elected to the Board, the individual would not be eligible to remain a Board
Member if he or she remains a voting member of the executive body of the Association.
2.4. TERM LENGTHS
Board Members hold office for terms of varying lengths. Faculty and support staff
representatives are elected for three-year terms and may be re-elected, and student
representatives are elected for one-year terms and may be re-elected.6
Members appointed by the Government are appointed for term lengths at the Government’s
discretion. Pursuant to Board Resourcing and Development Office policy, under normal
circumstances Board Members are appointed for a term of one year and eligible for
reappointment for two further terms of two years and three years respectively, for a total of six
years.
2.5. COMMITTEES
The Board has established the following standing Committees to assist it with its work:
a) Finance and Audit;
b) Governance; and
c) Human Resources.
The Board has established Terms of Reference for each Committee that set out the Committee’s
powers and duties, rules of procedure and accountability.
2.6. BOARD RELATIONS WITH SENIOR LEADERSHIP
The Board hires the President of VCC and delegates to the President overall responsibility for
the operations of the College within the parameters set by the Board.
The Board has developed policies and guidelines to clarify roles and responsibilities between the
Board and senior leadership. Board Members may direct questions or concerns on senior
leadership performance to the Board Chair or President, or through Board and Committee
meetings.
5
6
College and Institute Act, s. 59(8).
College and Institute Act, s. 11(1) and (2).
Updated: February 2014
3
BOARD MANUAL – GOVERNANCE STRUCTURE
2.7. BOARD RELATIONS WITH EDUCATION COUNCIL
Pursuant to the College and Institute Act the Board has joint approval powers with the
Education Council over specified matters, and the Education Council advises the Board on the
development of educational policy for certain other matters. The Chair of the Education Council
is a non-voting Member of the Board and is the primary representative of the Education Council
to the Board. In addition, the College and Institute Act provides that the Board may appoint one
person to be a non-voting member of the Education Council to serve for one year.
The Education Council has recently commenced a review of its own governance practices and
processes, including its interaction with the Board. Once that review process is complete, it is
the intention of the Board to revise this Manual to expand upon the Board’s relations with the
Education Council.
2.8. GOVERNANCE STRUCTURE REVIEW
These provisions regarding the governance framework at VCC are reviewed and approved at
least every two years, or as required by legislative changes or developments in governance best
practice, by the Board through the Governance Committee.
Updated: February 2014
4
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
3. BOARD CHARTER
3.1. ROLE
As set out in the College and Institute Act, the Board is responsible to manage, administer and
control VCC’s property, revenue, expenditures, business and affairs.7
The Board delegates to the President responsibility for the day to day operations of VCC. Board
Members serve part time and the Board’s role is one of governance and oversight of VCC.
3.2. RESPONSIBILITIES
The Board’s powers are set out in section 19 of the College and Institute Act. Further to the
roles and responsibilities set out by statute, the Board establishes a governance framework to
guide its work.
At a general level, the Board has three basic functions: first, appointing and overseeing the
President; second, contributing to and approving the College’s mission, values and strategic plan,
and third, overseeing VCC’s financial and organizational performance.
The key responsibilities of the Board are set out below.
3.2.1. Human Resources
The Board:
a) appoints the President as the chief executive officer of VCC;8
b) delegates to the Human Resources Committee the responsibility to lead and carry out
the President’s annual evaluation;
c) ensures succession plans are in place to deal with a planned or emergency departure of
the President;
d) ensures that VCC human resources strategies provide for the development of key
personnel consistent with the future leadership needs of VCC;
e) provides advice and counsel to the President in the execution of the President’s duties;
and
f)
7
8
ensures adequate policies are in place to provide for the health of workplaces and the
health and safety of faculty, support staff and students.
College and Institute Act, s. 19(1)(b).
College and Institute Act, s. 36(1).
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
3.2.2. Strategy
VCC’s senior leadership, in consultation with internal and external stakeholders, formulates a
strategic plan and supporting operating and capital plans and budgets and the Board assesses
and ultimately approves them. The Board:
a) after seeking advice from the Education Council,9 reviews and approves VCC’s mission
statement;
b) after seeking advice from the Education Council on the development of educational
goals, objectives, strategies and priorities,10 participates in the development of and
approves VCC’s strategic plan;
c) oversees the ongoing implementation of VCC’s strategic plan;
d) reviews and approves VCC’s business plan (including key financial, facilities and human
resources plans), and establishes key performance measures;
e) reviews and approves VCC’s annual capital and operating budgets; and
f)
monitors VCC’s performance against the various plans and budgets, and agreed-upon
key performance measures and approves revisions to the plans and budgets as required.
3.2.3. Risk
VCC’s senior leadership is responsible for establishing processes, procedures and mechanisms by
which key matters of risk are identified, and ensuring that strategies are developed to manage
such risks.
The Board:
a) with the advice of senior leadership, identifies VCC’s key risks;
b) ensures, through regular reviews and assessments, that senior leadership has
established appropriate systems to identify and manage these risks; and
c) receives regular reports on the management of these risks.
3.2.4. Financial Information, Systems and Controls
The Board:
a) verifies that senior leadership has established and is applying appropriate audit,
accounting and financial reporting principles;
b) verifies that internal financial and operational controls and information systems are in
place and functioning satisfactorily;
c) directs and oversees VCC’s internal and external audit; and
9
College and Institute Act, s. 23(1)(a).
Ibid.
10
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
d) reviews and approves the annual audited financial statements.
3.2.5. Monitoring and Reporting
The Board:
a) monitors VCC’s performance against the objectives set out in the strategic plan and
agreed-upon key performance measures;
b) ensures financial results are reported fairly and in accordance with generally accepted
financial reporting standards;
c) publishes a summary of the Board’s governance framework and key responsibilities; and
d) at the request of the Minister, prepares and submits budgets, financial statements,
reports and other information that the Minister considers necessary to carry out the
Minister’s responsibilities in relation to institutions.11
3.2.6. Code of Conduct and Ethics
The Board:
a) establishes, and updates from time to time as required, a Code of Conduct for Board
Members which includes the duties of Members of the Board or Committees in conflict
of interest situations;12
b) approves a Code of Conduct for senior leadership;
c) directs senior leadership to ensure that VCC operates at all times within applicable laws,
and to the highest ethical and moral standards;
d) approves and monitors through senior leadership, compliance with all significant
policies that govern VCC’s operations; and
e) ensures that systems are in place to provide equality of opportunities for faculty,
support staff and students.
3.2.7. Communications
The Board:
a) ensures VCC has a plan in place to communicate effectively with students, faculty,
employees, government, stakeholders and the public.
The President is the primary spokesperson for VCC and the Board Chair is the primary
spokesperson for the Board.
11
12
College and Institute Act, s. 19(5)(a).
College and Institute Act, s. 19(5)(c)(ii).
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
3.2.8. Government Relations
The Board:
a) works in a collaborative relationship with Government;
b) requires senior leadership to report (both promptly and adequately) the financial
performance of the College to Government and stakeholders;
c) reports annually to Government on the Board’s stewardship for the preceding year; and
d) in a timely manner, keeps Government informed of material issues that could affect VCC
and VCC’s ability to meet targets set by Government.
3.2.9. Governance Effectiveness
The Board:
a) establishes the framework for governance of VCC;
b) regularly reviews and updates the Board’s governance policies at least every two years
or more frequently as required;
c) considers the skills and competencies required on the Board for effective governance
and works with the Government to achieve effective Board composition;
d) requires appropriate certification from senior leadership that VCC is in compliance with
all applicable laws and directives from Government;
e) provides comprehensive orientation and professional development sessions for Board
Members; and
f)
annually examines the effectiveness of the Board, its Committees and the Board Chair
and its relationship with senior leadership, the Education Council and Government.
Updated: February 2014
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
4.
BOARD CALENDAR
InPublic
camera
AT EACH MEETING

X
X
X
X
X
X
X
X
X
X
X
XApprove minutes of previous meetings
Review action items
President’s report
College report
Presentation on school (education opportunity)
Finance and Audit Committee report
Report from Human Resources Committee/Governance Committee as
applicable
X
Constituency group updates
STRATEGY AND PLANNING
X
Meeting with PAC chairs
X
Annual strategy review session


 X
Approve enrolment plan
Sept
Nov
Dec
Jan
Feb
X
X
X
X
X
April May June
X
X
X

 X
Approve education plan
X


 X
Approve business plan
X

X

Strategic planning session and approval of strategic plan
Updated: February 2014
X
X

X Approve Institutional Accountability Plan and Report
FINANCE AND AUDIT
X Receive quarterly report on FTEs, financial results and KPIs with summary of
changes in risk register
X
Review of budget assumptions and risks
X
Annual report on Enterprise Risk Management
X
X
X
X
X
X
X
X
X
As
required
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
InPublic
camera

X

Sept
Dec
Annual budget review session

X

Approve annual operating budget pending government
confirmation


 X
X
Nov
Jan




 X
Approve Statement of Financial Information

X

Approve procurement matters over $500,000
HUMAN RESOURCES
X
Receive from Human Resources Committee report on President’s
performance evaluation

Report on President’s goals and objectives

Gather feedback

Feedback to President on evaluation results
X
Approve President’s compensation
X
Review executive succession planning
X
Approve Executive Compensation Disclosure
GOVERNANCE
X
Review Board charter and calendar of activities
X
Review governance framework and approve any recommended changes to
Board manual
X
Annual Board orientation session
X
Collect Conflict Declarations (annual)
X
Annual Board education session
Updated: February 2014
April May June
As
required
X
X
Approve annual operating budget and capital plans
Approve Audited Financial Statements
 X
Approve capital submission to Ministry
Feb
X
X
X
X
X
X
X
X
X
X
X
X
X
X
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
InPublic
camera
X
Board Composition

review and approve Board competency matrix

identify priority skills required on Board

identify candidates (as required)
X
Select/elect Board Chair
X
Appoint Committee members/Chairs
X
Review disclosure statement re director remuneration
X
Set meeting schedule
POLICIES
X Approve new or amended policies
COMMUNICATIONS
X
Review Communications Plan
X Approval of alumni awards
EDUCATION COUNCIL
X Receive quarterly report from Education Council
X Approve new programs
Updated: February 2014
Sept
Nov
Dec
Jan
Feb
April May June
As
required
X
X
X
X
X
X
X
X
X
X
X
X
X
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
5. BOARD CHAIR POSITION DESCRIPTION
5.1. ELECTION AND TERM
The Board Chair is elected by Board Members and serves a two-year term.13 The Board Chair
may be elected for a second term for a maximum of four years.
In exceptional circumstances (e.g., in a period of transition with respect to VCC’s President) the
Board Chair‘s term may be extended for a term longer than four years.
5.2. ROLE
The principal role of the Board Chair is to provide leadership to the Board. The Board Chair is
accountable to the Board, acts as a direct liaison between the Board and senior leadership, and
represents the Board internally and externally, including acting as a spokesperson on behalf of
the Board.
5.3. DUTIES AND RESPONSIBILITIES
The Board Chair:
5.3.1. Working with Senior Leadership
a) acts as a liaison between senior leadership and the Board;
b) fosters a constructive relationship between the Board and senior leadership through
regular contact with the President;
c) acts as a sounding board, counselor and confidant for the President;
d) ensures the President is aware of concerns of the Board and stakeholders;
e) seeks to ensure that senior leadership presents to the Board all information necessary
to allow the Board to effectively discharge its responsibilities;
5.3.2. Board Operations
a) recommends an annual schedule of Board and Committee meetings;
b) in concert with the Board Executive Assistant and President, develops and sets the
Board meeting agendas;
c) calls meetings of the Board;
d) presides over Board meetings;
e) reviews pre-meeting information packages for completeness, with the goal of providing
Board Members with sufficient background information to enable them to prepare for
the meeting;
13
As of May 2012, pursuant to amendments to the College and Institute Act, once a regulation is enacted,
the Board will be required to elect its Board Chair from among the appointed Board Members.
Updated: February 2014
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
f)
conducts Board meetings in an efficient, effective and focused manner;
g) ensures proper minutes are recorded and presented to subsequent meetings;
h) after consultation with current Committee chairs, recommends to the Board the chairs
and members for each Committee;
i)
sits as an ex officio member of all Board Committees where he or she is not otherwise
appointed;
j)
develops for approval by the Board, and monitors expenditures of, the annual Board
budget;
k) oversees issues raised with respect to conflicts of interest;
l)
signs documents on behalf of the Board as authorized by the Board;
5.3.3. Board Effectiveness
a) leads the Board in fulfilling its governance responsibilities as set out in the Board
Charter;
b) ensures the Board has cohesion of direction and purpose at a policy and strategic level;
c) maintains an appropriate boundary between the Board and senior leadership
responsibilities;
d) liaises with Committee chairs to ensure coordination between the work of the
Committees and the Board and satisfactory Committee reports for the Board;
e) at meetings, encourages participation of all Board Members and promotes a spirit of
collegiality where robust questioning and discussion is encouraged by all Members;
f)
builds consensus and develops teamwork within the Board;
g) fosters ethical and responsible decision making by the Board and its Members;
h) ensures that each Board Member is contributing to the Board’s work;
i)
makes himself or herself available to individual Board Members for questions, counsel
and discussions relating to VCC;
j)
provides new Members with information on the Board’s key issues as part of the Board
Member orientation program;
k) keeps the Board up to date on all significant developments of VCC, both at and between
meetings;
l)
in consultation with the Governance Committee, leads and/or participates in the Board
and Board Member evaluation process;
5.3.4. Appointments, Re-Appointments and Government Relations
a) liaises with the Board Resourcing and Development Office regarding new appointments
and re-appointments;
Updated: February 2014
BOARD MANUAL – BOARD CHAIR POSITION DESCRIPTION
b) acts as the principal interface between the Board and the Minister;
c) assumes those appointments on external bodies that are typically assumed by reason of
his/her position as Chair of the Board; and
5.3.5. College Relations
a) participates in convocation and other events organized by the College.
5.4. BOARD CHAIR EVALUATION
The Board formally evaluates the Board Chair’s performance on an annual basis. The evaluation
process is set out in the tab entitled “Board Evaluation”.
5.5. EXPENSES
The Board Chair is entitled to reimbursement to reasonable expenses in accordance with the
Board’s compensation policy. The Board Chair’s expenses are reviewed quarterly by the Finance
and Audit Committee.
5.6. BOARD CHAIR’S ABSENCE
One of the Committee chairs, as appointed by the Board Chair, performs the duties of the Board
Chair in his/her absence.
Updated: February 2014
BOARD MANUAL – INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
6. INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
6.1. INTRODUCTION
The Board has developed this Position Description to clarify Board Members’ duties and to set
out how the Board expects Board Members to discharge their duties and responsibilities. The
duties and responsibilities of the Board as a whole are set out in the Board Charter.
6.2. STANDARDS OF CONDUCT
In discharging his or her responsibilities, each Board Member must:
a) act honestly and in good faith with a view to the best interests of VCC; and
b) exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
In keeping with these responsibilities, a Board Member is required to:
a) act in the best interests of VCC14 and not in his or her self-interest, nor in the interest of
a particular group or constituency;
b) comply with Board policies, including the Code of Conduct;
c) make full and timely disclosure of any actual, potential or apparent conflicts of interest
in accordance with procedures set out in the Board’s Code of Conduct in order to
protect the integrity of the College; and
d) keep confidential information confidential, including all information associated with in
camera meetings.
6.3. RELATIONSHIP WITH SENIOR LEADERSHIP AND STAFF
Each Board Member must be available as a resource to senior leadership.
Board Members may direct questions or concerns on senior leaders’ performance through
Board and Committee meetings, or through the Board Chair to the President.
Board Members must respect the organizational structure of VCC. The Board acts collectively
and no Board Member has the authority to direct any employee of VCC.
6.4. PUBLIC STATEMENTS
The President is the primary spokesperson for VCC and the Board Chair is the primary
spokesperson for the Board. The Board speaks with one voice; although each Board Member
has an important role as an ambassador of VCC, no Member should speak on behalf of VCC (e.g.,
to Government or the media) in his or her capacity as an individual Board Member.
14
College and Institute Act, s. 8.2.
Updated: February 2014
BOARD MANUAL – INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
No individual Board Member may lobby on behalf of the College with the exception of the Board
Chair, who may only do so at the President’s request.
6.5. INFORMATION REQUIREMENTS
Board Members must devote the necessary time and attention to be able to make informed
decisions on issues that come before the Board. While senior leadership will provide Board
Members with the information that senior leadership thinks Board Members need in order to
discharge their responsibilities, Board Members have a responsibility to ask for all information
they think necessary to make an informed decision. Requests for information are directed
through the Board Chair.
Board Members are expected to be knowledgeable about VCC’s mandate, goals and objectives,
and operations.
6.6. BOARD ACTIVITY
During meetings, a Board Member is expected to:
a) be prepared and well-informed on relevant issues (through pre-read materials or
otherwise);
b) bring his or her own experience, wisdom, judgment and influence to bear constructively
on issues;
c) interact with fellow Board Members and senior leaders in a respectful and constructive
manner;
d) speak and act independently while remaining a team player;
e) express opinions in a clear and respectful manner;
f)
express points of view for the Board’s consideration even if they may seem contrary to
other opinions previously expressed;
g) ask probing questions when appropriate;
h) listen to, and exercise tolerance for, others’ perspectives;
i)
be adaptable, flexible and open-minded in the consideration and implementation of
change;
j)
exercise a logical, rational approach to problem solving;
k) analyze issues from many perspectives, considering the impact of decisions on VCC’s
internal and external environments (e.g., students, faculty, support staff, stakeholders,
Government, community);
l)
be innovative and resourceful in developing solutions;
m) whenever possible, advise the Board Chair and President in advance of introducing
significant and previously unknown information;
Updated: February 2014
BOARD MANUAL – INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
n) focus inquiries on issues related to strategy, policy, implementation and results rather
than issues relating to the day to day management of VCC; and
o) once Board decisions are made, support those decisions in a positive manner.
Between meetings, each Board Member should be available as a resource to the Board and
senior leadership, and as necessary and appropriate, communicate with the Board Chair and
President.
In carrying out his or her responsibilities, each Board Member is expected to be actively engaged
in and add value to the Board’s work. Those Board Members who have particular areas of
expertise are expected to use their unique skills and experience to the benefit of the Board, for
example by contributing to discussions on topics within their area of expertise.
6.7. EDUCATION COUNCIL CHAIR
The Chair of the Education Council sits on the Board as an ex offico Member15 and does not vote.
When serving on the Board, the Chair of the Education Council is expected to:
a) bring forward resolutions and advice presented to the Board on behalf of the Education
Council;
b) provide insight on expected views of the Education Council in relation to issues under
discussion by the Board;
c) provide insight into the systems of governance and functioning of the Education Council;
d) deliver the advice of the Education Council as and when formally requested by the
Board; and
e) jointly with senior academic leadership, advise the Board of trends in the higher
education sector.
6.8. BOARD MEMBERS ELECTED BY CONSTITUENCIES
Members elected, nominated or appointed by particular constituencies bring the knowledge
and perspective of their constituencies. However, they may not act as if delegated by the group
they represent, and may not be bound in any way by mandates given to them by others. As
noted by the College and Institute Act, all Board Members are responsible to act in the best
interests of VCC.16
6.9. ATTENDANCE
Board Members are expected to maintain an excellent Board and Committee meeting
attendance record, and each Board Member’s attendance record is disclosed on an annual basis.
Pursuant to the College and Institute Act, unless excused by Board resolution, a Board Member
15
“Ex officio” means that the individual serves on the Board by reason of his/her position as Chair of
Education Council.
16
College and Institute Act, s. 8.2.
Updated: February 2014
BOARD MANUAL – INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
who has not attended three consecutive regular meetings of the Board is no longer a Board
Member.17
Board Members should strive to attend meetings in person, but may attend meetings by
teleconference on occasion.
6.10.
ORIENTATION AND PROFESSIONAL DEVELOPMENT
Board Members are required to participate in VCC’s Board Member orientation program and
ongoing professional development (for the Board or for an individual Board Member) as
recommended by the Board. Board Members are also expected to undertake any required
training and take time to educate themselves on governance duties and broad issues of the
higher education sector.
6.11.
RESIGNATION
A Board Member’s resignation becomes effective at the time VCC receives a written resignation
from him or her, or at the time specified in the resignation, whichever is later.
6.12.
REMOVAL FOR CAUSE
Pursuant to the College and Institute Act, the Lieutenant Governor in Council may, on a
resolution passed by at least a two-thirds majority vote of the Board, remove a Board Member
from the Board if the Board is satisfied that the individual should be removed for cause.18
6.13.
RE-APPOINTMENT
At least six months ahead of the end of an appointed Member of the Board’s term, the Board
Member is required to inform the Board Chair whether he or she intends to seek reappointment for a further term. If the Board Member desires a further term, the Board Chair
will advise the Board Resourcing and Development Office as to the Board Member’s
performance during the Board Member’s prior term and recommend whether the Board
Member should be re-appointed. The Board Chair’s advice and recommendation will be
informed by the Board Chair’s own observations and the results of any Board Member
assessment feedback.
6.14.
RE-ELECTION
At least six months ahead of the end of an elected Member of the Board’s term, the Board
Member should inform the Board Chair and the Registrar whether he or she intends to seek reelection for a further term.
17
18
College and Institute Act, s. 59(7).
College and Institute Act, s. 11(3).
Updated: February 2014
BOARD MANUAL – INDIVIDUAL BOARD MEMBER POSITION DESCRIPTION
6.15.
END OF TERM
Upon a Board Member’s term ending, he or she must return to VCC all materials and other
items belonging to VCC, including confidential Board materials.
Updated: February 2014
BOARD MANUAL – PRESIDENT POSITION DESCRIPTION
7. PRESIDENT POSITION DESCRIPTION
7.1. APPOINTMENT
The College and Institute Act gives the Board the power to appoint the President as the chief
executive officer of VCC.
The President is a non-voting Member of the Board19 and reports to the Board.
7.2. ROLE
The President is the chief executive officer of the College and must develop and implement
College strategic direction, ensure College performance to key academic/financial indicators,
and promote productive working relations with key internal and key external stakeholders. The
President has overall responsibility for leading and managing the College through the
development and implementation of strategies and policies and efficient and effective
operations.
7.3. ACCOUNTABILITY
The President is accountable to the Board.
7.4. DUTIES AND RESPONSIBILITIES
The President is responsible to:
a) lead and manage VCC within the parameters approved by the Board;
b) advise the Board on all material matters concerning the operation of the institution;20
c) each year and at other times on the Board’s request, report to the Board on the
progress of VCC and make recommendations for the benefit and advancement of VCC;21
d) in keeping with VCC’s vision and mandate, develop and recommend to the Board the
strategic plan, corresponding operational and capital plans, and other supporting
initiatives;
e) develop and implement strategic policies and approaches to guide VCC within the
framework of the vision and strategic goals approved by the Board;
f)
direct and monitor VCC’s performance in a manner that ensures the assets of VCC are
safeguarded and optimized;
g) ensure the integrity of VCC’s internal control and management systems;
h) identify, and report to the Board, principal risks of VCC and ensure the implementation
19
College and Institute Act, ss. 9(1)(e) and 13.
College and Institute Act, s. 38(1).
21
College and Institute Act, s. 38(2).
20
Updated: February 2014
BOARD MANUAL – PRESIDENT POSITION DESCRIPTION
of systems to manage these risks;
i)
ensure that VCC maintains a high level of ethical conduct and complies with all
legislative requirements;
j)
develop and recommend to the Board VCC’s overall organizational structure;
k) provide Board Members, at Board and Committee meetings, with exposure to senior
leaders and, and report to the Board regarding the appointment of individuals to senior
leadership positions;
l)
annually establish and maintain a Board-approved plan for senior leadership
development and succession, including President succession planning;
m) act as the official spokesperson for VCC and oversee VCC’s interfaces with the
Government, the public and stakeholders;
n) develop and implement a communications strategy in keeping with a communications
policy approved by the Board;
o) support the Board Chair and the Board in carrying out the Board’s governance
responsibilities, including the timely provision of relevant information;
p) maintain a positive working relationship with all key stakeholders; and
q) consult with the Board Chair prior to accepting outside Board appointments.
7.5. COMPENSATION
The Board determines the President’s compensation on the recommendation of the Human
Resources Committee, subject to parameters set for executive compensation in B.C.’s public
sector by the Public Sector Employers’ Council.22
22
The Public Sector Employers’ Council coordinates the management of executive compensation in British
Columbia.
Updated: February 2014
BOARD MANUAL – COMMITTEE OPERATING GUIDELINES
8. COMMITTEE OPERATING GUIDELINES
The Board has the power to appoint the Committees it considers necessary and advisable.23
Current Committees of the Board are:
a) Finance and Audit;
b) Human Resources; and
c) Governance.
The Board may from time to time establish task forces, advisory committees or other temporary
working groups to address time limited projects.
Each Committee’s Terms of Reference are set out separately in the Board Manual. The
provisions below set out the operating guidelines applicable to all Committees.
8.1. PURPOSE
The purpose of Board Committees is to provide in-depth concentration in key areas of Board
responsibility and to help the Board carry out its work.
8.2. MANDATE
Each Committee reviews its own Terms of Reference annually and submits any proposed
changes to the Governance Committee for review and recommendation to the full Board.
8.3. COMPOSITION
The Board, on the recommendation of the Board Chair, appoints Committee chairs and
members. A Committee member may belong to more than one Committee at one time. A
Committee member can be removed from one Committee and placed on another Committee
upon approval of the Board, providing that such a change is not in conflict with the composition
guidelines in the Committee’s Terms of Reference.
A Committee member may be removed or replaced at any time and will cease to be a
Committee member upon ceasing to be a Member of the VCC Board.
The Board Chair may be appointed a member of any Board Committee, in which case he or she
is counted in establishing quorum and has a vote. The Board Chair is an ex officio member of all
Board Committee when he or she is not otherwise appointed a member. When serving on a
Committee in an ex officio capacity, the Board Chair is not counted in establishing quorum and
does not vote.
23
College and Institute Act, s. 19(1)(c).
Updated: February 2014
BOARD MANUAL – COMMITTEE OPERATING GUIDELINES
Membership on the Audit and Finance and Human Resources Committees is restricted to
appointed Board Members.
8.4. MEETINGS
8.4.1. Frequency
The frequency of Committee meetings is determined by the Committee chair in accordance with
the Committee’s Terms of Reference. Meetings are called by the Committee chair or by any two
Committee members.
Committee members are expected to attend in person wherever possible but may attend by
teleconference on occasion.
8.4.2. Agenda
The Committee chair, in consultation with the staff member assigned to support the Committee,
develops the agenda for each Committee meeting.
Under normal circumstances, the agenda and supporting materials is distributed to Board
Members at least one week in advance of the meeting.
Board Members who wish to suggest items for discussion at Committee meetings and additions
to the agenda should contact the Committee chair at least two weeks prior to the Committee
meeting. The Committee chair may exercise his or her discretion whether to include the
suggested item on an upcoming Committee meeting agenda.
8.4.3. Notice
The Committee meeting schedule is set a year in advance, and notice of upcoming regular
meetings of each Committee is given at the previous regular Committee meeting. At least 48
hours notice is given of extraordinary Committee meetings.
8.4.4. Information for Meetings
Material distributed to the Board Members in advance of Committee meetings should be
concise, yet complete, and prepared in a way that focuses attention on critical issues to be
considered and decisions sought from the Committee.
8.4.5. Quorum
The quorum for a Committee meeting is a majority of members.
8.4.6. Decision Making
Questions arising at a meeting will be determined by consensus, or, if necessary, by majority
vote.
8.4.7. Location
Committee meetings are normally held on one of VCC’s campuses.
Updated: February 2014
BOARD MANUAL – COMMITTEE OPERATING GUIDELINES
8.5. RECOMMENDATIONS
Each Committee makes periodic recommendations to the Board in respect of the subject on
which it was created to advise. The Board takes into consideration, but is not bound by,
Committee recommendations.
8.6. STAFF SUPPORT
The applicable member of senior leadership works with the Committee chair to establish
meeting agendas and ensure preparation of meeting materials.
The appropriate member of senior leadership ensures that minutes of each Committee meeting
are prepared and provided to each Committee member in a timely fashion. Committee minutes,
once approved by the Committee, are provided to the Board Chair and the President.
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
9. FINANCE AND AUDIT COMMITTEE TERMS OF REFERENCE
Primary responsibility for the financial reporting, accounting systems, risk management,
management plans and budgets, internal controls and treasury of VCC is vested in senior
leadership and overseen by the Board of Governors.
9.1. PURPOSE
The purpose of the Finance and Audit Committee is to assist the Board in fulfilling its obligations
and oversight responsibilities relating to financial planning, the audit process, financial reporting,
the system of corporate controls and risk management, and when required, to make
recommendations to the full Board for approval.
In the process of overseeing VCC’s audit procedures, the Finance and Audit Committee will have
unrestricted access to VCC’s personnel and documents, and will be provided with the resources
necessary to carry out its responsibilities, including the authorizations to engage independent
counsel and other advisors.
9.2. COMPOSITION AND QUORUM
The Finance and Audit Committee is composed of up to four appointed Board Members.
Non-Members may only attend Committee meetings upon the approval of the Committee chair.
The Board, on the recommendation of the Board Chair, appoints the Committee members and
chair.
Committee members should be independent and financially literate.24 At least one member of
the Committee should have a financial designation or relevant financial management expertise.
A majority of members of the Committee constitutes a quorum.
9.3. ACCOUNTABILITY TO THE BOARD
The Committee has no authority to direct senior leadership or to commit VCC unless specifically
authorized by the Board through the Committee Terms of Reference or otherwise.
9.4. DUTIES AND RESPONSIBILITIES
Subject to the powers and duties of the Board, the Finance and Audit Committee will perform
the following duties.
24
In this context, “independent” means having no material direct or indirect association with VCC, which could,
in the view of VCC’s Board, reasonably interfere with the exercise of the Member’s independent judgment, and
“financially literate” means that the Member has the ability to read and understand a set of financial statements
which present a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of the issues that can reasonably be expected to be raised by VCC’s financial statements.
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
9.4.1. Financial Planning
The Committee:
a) reviews and make recommendations to the Board in respect of:
i) tuition and other academic and major mandatory fees;
ii) financial plans and budgets forwarded to the Board for approval;
iii) the appropriateness and validity of any material assumptions and estimates
used in the preparation of such plans or budgets;
iv) the consistency of the plans and budgets with policies, objectives and initiatives
approved by the board;
v) the consistency of the financial plans and budgets with any other financial data;
vi) any significant assumptions, forecasts, targets or performance goals used by
senior leadership in the preparation of the financial plans and/or budgets; and
b) ensures the board receives on a timely basis meaningful financial information regarding
VCC’s current financial status and up-to-date forecasts required to make decisions.
9.4.2. Financial Reporting
The Committee:
a) reviews VCC’s annual financial statements to ensure they are fairly presented in all
material respects in accordance with generally accepted accounting principles;
b) reviews all public reporting by VCC to ensure that it represents a complete, accurate and
balanced picture of VCC’s performance and financial situation;
c) reviews the financial statements and reports, and recommends their approval or
disapproval to the Board; the Committee will provide an explanation if it cannot
recommend approval;
d) discusses with senior leadership and with the External Auditor:
i) all proposed changes in accounting policy;
ii) the import and presentation of all large risks or uncertainties;
iii) compliance with accounting standards;
iv) adjustments arising out of the audit process and related party transactions; and
v) all estimated or judgments of senior leadership that may be material to financial
reporting;
e) discusses with senior leadership and the External Auditor significant financial reporting,
record or presentation issues discussed during the fiscal period and the manner of their
resolution; and
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
f)
examines the audited annual financial statements in conjunction with the reports of the
External Auditor, which may include determining whether the statements:
i) properly reflect the significant accounting policies selected;
ii) reflect estimates and other financial statements elements that are reasonable
and consistent;
iii) adequately disclose all major transactions and issues;
iv) disclose all post-year-end significant events; and
v) are understandable, relevant, reliable and comparable;
g) reviews and recommends to the Board approval of the:
i) annual audited financial statements;
ii) management discussion and analysis that accompanies the audited financial
statements; and
iii) significant financial reports.
9.4.3. External Audit
The Committee:
a) recommends to the Board the appointment of the External Auditor;
b) determines whether the performance of the External Auditor is satisfactory, effective
and meets the requirements of VCC;
c) reviews all issues related to any change in External Auditor and the planned steps for an
orderly transition;
d) confirms the independence of the External Auditor;
e) reviews the terms of the External Auditor’s engagement, and the appropriateness and
reasonableness of the proposed fees;
f)
reviews and recommends to the Board the amount of fees paid to the External Auditor;
g) reviews and recommends to the Board the audit plan with the External Auditor and
senior leadership;
h) determines whether senior leadership has provided full and open disclosure to the
External Auditor’s inquiries;
i)
reviews problems experienced by the External Auditor in performing the audit, including
any restrictions imposed by senior leadership and all significant accounting issues on
which there was a disagreement with senior leadership;
j)
reviews the post-audit opinion letter containing the recommendations of the External
Auditor and reviews the senior leadership’s response and subsequent follow-up to any
significant identified weaknesses; and
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
k) reviews and approves the provision of non-audit services provided by the External
Auditor.
The Committee shall meet with the External Auditor at least bi-annually, including meeting in
camera with the External Auditor at least annually or as requested. The Committee shall permit
the External Auditor to attend Committee meetings on request.
9.4.4. Accounting Systems and Internal Controls
The Committee:
a) through discussion with senior leadership and the External Auditors, obtains reasonable
assurances that VCC has implemented appropriate systems of internal control:
i) over financial reporting, information technology, data security and protection of
personal information and privacy, and that these systems are operating
effectively;
ii) to ensure compliance with its policies and procedures that these systems are
operating effectively; and
iii) to identify, monitor, mitigate and report significant financial or operational risk
exposures and that these systems are operating effectively;
b) reviews with counsel on at least an annual basis any legal matters that could have a
significant impact on VCC’s financial statements, and to ensure compliance with legal
and regulatory requirements;
c) reviews the evaluation of internal controls by the External Auditor, including any
recommendations for improvement of VCC’s accounting procedures and internal
controls, together with senior leadership’s response; and
d) directs the External Auditor’s examinations to particular areas of concern with respect
to internal controls.
9.4.5. Internal Audit
To the extent there is an Internal Audit function, the Committee:
a) reviews and approves the terms of an Internal Auditor’s engagement;
b) reviews and approves the Internal Audit plan;
c) ensures the internal Auditor’s approach to risk and internal controls are appropriate;
d) determines whether the performance of the Internal Auditor is satisfactory, effective
and meets the requirements of VCC;
e) ensures there are adequate resources for the Internal Auditor in performing its
functions, including any restrictions imposed by senior leadership and all significant
difficulties or disagreements with senior leadership; and
f)
meets with the Internal Auditor in camera at least annually.
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
9.4.6. Risk Management
The Committee:
a) leads the Board’s oversight of VCC’s risk management;
b) understands the material risks to VCC;
c) reviews VCC’s risk management controls and policies and seeks input and assistance
from other Board Committees as appropriate;
d) obtains reasonable assurance that senior leadership’s systems to eliminate or manage
these risks are effective;
e) receives regular reports on the management of material risks to VCC;
f)
annually reviews VCC’s insurance coverage of material business risks and uncertainties;
and
g) reviews VCC’s disaster recovery plans.
9.4.7. Material Litigation
The Committee reviews and advises the Board with respect to:
a) senior leadership’s assessment of material litigation risks; and
b) the adequacy of provisions and estimates made in financial information including the
financial statements relating to material litigation issues.
As appropriate, the Committee may request that legal representatives attend Committee
meetings to review significant litigation risks without senior leadership in attendance and may
engage independent counsel and other advisors as required.
9.4.8. Compliance
The Committee:
a) confirms the appropriate policies and procedures are in place for monitoring compliance
with applicable laws and ascertains their adequacy and the levels of compliance;
b) advises the Board on any new or pending developments in accounting and/or reporting
standards;
c) reports to the Board all financial matters of which the Committee has knowledge that
may materially affect the current or future position of VCC; and
d) reviews such other matters that the Committee or the Board deems advisable or timely.
9.5. MEETINGS
The Committee meets at least four times per year. Additional meetings may be held as deemed
necessary by the Committee chair or as requested by any two Committee members or the
External Auditor.
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
9.6. REPORTING
The Committee reports to the Board by providing a high-level summary of the Committee’s
activities at the next Board meeting. The summary details what the Committee has been
working on (since it last reported to the Board), what the Committee is bringing forward for
discussion or approval, and key issues that the Committee is focused on.
9.7. STAFF SUPPORT
The Chief Financial Officer provides staff support to the Finance and Audit Committee.
Corporate secretarial resources shall be provided to the Committee.
9.8. EXTERNAL ADVISORS
The Committee may engage independent advisors at the expense of VCC when it deems
necessary, subject to the approval of the Board Chair.
9.9. RESPONSIBILITY FOR POLICY REVIEW
The Committee has responsibility to review at least every two years, and more frequently if
necessary (e.g., based on legislative changes or a development in governance best practices) the
following Board and Board-approved organizational policies:
9.9.1. Board Policies

Finance and Audit Committee Terms of Reference

Board Member Liability Coverage

Board Member Remuneration and Expenses
9.9.2. Board-Approved Organizational Policies
9.10.

Whistleblower Policy

Procurement Policy

Investment Policy

Authorities and Delegations

Enterprise Risk Management (ERM)
COMMITTEE CALENDAR OF ACTIVITIES
The annual calendar of activities for the Finance and Audit Committee is set out below.
Updated: February 2014
BOARD MANUAL – HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
FINANCE AND AUDIT COMMITTEE CALENDAR OF ACTIVITIES
Agenda Item
Sept
Nov
Feb
April
May
June
X
X
X
X
X
X
Review quarterly financial results to
budget
X
X
X
Review quarterly FTE performance
X
X
X
Review quarterly internal financial and
FTE forecasts
X
X
X
Review performance against business plan
KPIs
X
X
X
At each meeting:
Approve minutes of last meeting
Review action items
As
needed
Financial Planning
X
Tuition Approval
Domestic
International
New programs
Approve annual operating and capital
budgets:
Assumptions and risks
Draft
Final
Review business plan
X
X
X
X
X
X
X
AVED funding letter – for information
X
Review annual financial results and
FTE/enrolment
performance
against
budget
X
Approve Capital Submission to Ministry
X
Updated: February 2014
BOARD MANUAL – HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
FINANCE AND AUDIT COMMITTEE CALENDAR OF ACTIVITIES
Agenda Item
Sept
Nov
Feb
April
Review:
May
June
As
needed
X
critical accounting policies, significant
estimates, alternative treatments of
financial information and material
communications
between
management and external auditor
any changes in accounting policies,
trends or practises or financial
reporting requirements that may affect
the financial statements
the (i) tax assessments, changes or
other tax issues; and (ii) any material
pending or threatened litigation,
claims and assessments that could
have a material impact on the
organization’s financial position
compliance with statutory and
regulatory requirements (including
privacy)
External Audit
Review external auditor’s engagement,
fees and audit plan
X
Review audited financial statements and
audit report
X
Review audited FTE statement and audit
report
X
Review external auditor’s significant audit
findings and management’s responses
X
Discuss external auditor performance
X
Review third party audit results
X
Internal Controls and Internal Audit
Review internal audit plan
Receive internal audit report
Updated: February 2014
X
X
BOARD MANUAL – HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
FINANCE AND AUDIT COMMITTEE CALENDAR OF ACTIVITIES
Agenda Item
Sept
Nov
Feb
April
Discuss internal audit performance
X
Review management’s report on internal
controls
X
Review adequacy
accounting staff
X
of
financial
and
Review with external auditor the overall
control environment and the adequacy of
accounting system controls.
Review
any
reports
Whistleblower Policy
under
May
June
As
needed
X
the
X
Risk Management
Review risk management framework
Receive report
management
on
enterprise
X
risk
Review schedule of investments
X
X
X
X
X
Review insurance coverage
X
Review disaster recovery plan
X
Procurement
Approve procurement matters
$200,000 and review matters
$500,000 for approval by the Board
over
over
X
Public Reporting
Quarterly External
information
Forecast
Review
Government
Expectations
–
Letter
for
of
X
X
X
X
X
Approval of Institutional Accountability
Plan
X
Approval of
Information
X
Statement
of
Five Year Capital Plan Request
Updated: February 2014
Financial
X
BOARD MANUAL – HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
FINANCE AND AUDIT COMMITTEE CALENDAR OF ACTIVITIES
Agenda Item
Sept
Nov
Feb
April
May
June
As
needed
Governance Matters
Review Committee terms of reference and
calendar of activities.
Review results
evaluation
of
Committee
self-
VCC Foundation Update
Review key polices:
Board Member Liability Coverage
Board Member Remuneration and
Expenses
Whistleblower Policy
Procurement Policy
Investment Policy
Authorities and Delegations
ERM
Updated: February 2014
X
X
X
X – at
least
every
other
year
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
10. HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
10.1.
PURPOSE
The purpose of the Human Resources Committee is to assist the Board in fulfilling its obligations relating
to VCC’s human resources issues, including President evaluation and compensation, succession planning
and significant human resources policies.
10.2.
COMPOSITION AND QUORUM
The Human Resources Committee is composed of up to four appointed Board Members.
The Board, on the recommendation of the Board Chair, appoints the Committee members and its chair.
Committee members are familiar with good practices in human resources including executive
compensation, human resources planning and processes, labour relations, recruitment and evaluation.
A majority of members of the Human Resources Committee constitutes a quorum.
10.3.
ACCOUNTABILITY TO THE BOARD
The Human Resources Committee has no authority to direct senior leadership or commit VCC unless
specifically authorized by the Board through the Committee Terms of Reference or otherwise.
10.4.
DUTIES AND RESPONSIBILITIES
Subject to the powers and duties of the Board, the Human Resources Committee performs the following
duties:
The Committee:
a) ensures VCC’s compensation and human resources philosophies and strategies are in keeping
with:
i)
VCC’s mission, vision, values and key goals; and
ii) legislative and policy guidelines and requirements;
b) together with the Board Chair, leads the development of the President’s annual goals and
objectives, for recommendation to the Board;
c) together with the Board Chair, leads the President’s annual performance and compensation
review according to the process set out below;
d) annually reviews VCC’s management structure and succession plans;
e) reviews and recommends to the Board VCC’s philosophy and guidelines for senior leadership
compensation;
f)
reviews senior leadership’s recommendations for programs, policies and practices with respect
to the development of VCC’s human resources;
g) receives updates on the progress of collective bargaining;
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
h) reviews senior leadership’s approach to student, employee and organizational health and
engagement;
i)
ensures that senior leadership has implemented a process to receive and respond to complaints
or allegations of wrong-doing or questionable acts by any College member, including employees,
Board Members, contractors, volunteers and students;25 and
j)
reviews and advises the Board with respect to complaints of alleged wrong-doing by any College
member, including employees, Board Members, contractors, volunteers and students.26
10.5.
PRESIDENT EVALUATION AND COMPENSATION
The Board has delegated to the Committee responsibility to lead and carry out the President’s annual
evaluation. The process to be followed for the President’s evaluation is as follows.
a) Each year, the President prepares, the Committee reviews, and the Board reviews and
approves, annual performance goals and objectives for the following year, specifying how
progress against each goal will be measured.
b) Six months into the year, the Board Chair and President review and discuss the targets and
progress made against them.
c) At the end of the year, the President prepares and provides to the Committee a selfappraisal for the year, reporting on how he or she has performed against the stated goals
and objectives.
d) The Committee determines the appropriate process to conduct the President’s evaluation
and obtains feedback on the President’s performance during the preceding year.
e) At an in camera meeting of the Board, the Committee provides an overview to the Board
of the President’s self-appraisal, the other feedback gathered by the Committee and the
recommended compensation for the President for the following year. Board Members
determine their collective view of the President’s past performance and agree on the
compensation to be paid for the following year (subject to PSEC parameters).
f) Following the Board meeting, the Board Chair and Committee Chair meet with the
President to provide him/her with the Board’s evaluation and discuss the Board’s views of
priority areas for the upcoming year.
g) The President may, but is not required to, provide a written response to the Board.
10.6.
MEETINGS
The Committee meets at least four times per year. Additional meetings may be held as deemed
necessary by the Committee chair or as requested by any two Committee members.
25
26
This definition of “College member” is taken from VCC’s Whistleblower Policy.
Ibid.
Updated: February 2014
BOARD MANUAL – BOARD AND COMMITTEE CALENDARS
10.7.
REPORTING
The Committee reports to the Board by providing a high-level summary of its activities at the next Board
meeting. The summary details what the Committee has been working on (since it last reported to the
Board), what the Committee is bringing forward for discussion or approval, and the key issues that the
Committee is focused on.
10.8.
STAFF SUPPORT
The Executive Director, Human Resources and President provide staff support to the Committee.
Corporate secretarial support shall also be provided to the Committee.
10.9.
EXTERNAL ADVISORS
The Committee may engage independent advisors at the expense of VCC when it deems necessary,
subject to the approval of the Board Chair.
10.10.
RESPONSIBILITY FOR POLICY REVIEW
The Committee has responsibility to review at least every two years, and more frequently if necessary
(e.g., based on legislative changes, or a development in governance best practices) the following Board
and Board-approved organizational policies:
10.10.1. Board Policies

Human Resources Committee Terms of Reference

President Position Description
10.10.2. Board-Approved Organizational Policies
 Whistleblower
 Prevention of Harassment, Discrimination and Bullying
 Employee Code of Conduct and Conflict of Interest
 Hiring of Administrators
10.11.
COMMITTEE CALENDAR OF ACTIVITIES
The calendar of activities for the Human Resources Committee’s activities is set out below.
Updated: February 2014
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
Human Resources Committee Calendar
Review human resources policies and any recommended
changes
Sept
Nov
Feb
June
X
X
X
X
X
X
X
X
Quarterly HR Initiatives Reports
Attendance Management
Engagement Strategy
Performance Management
Leadership Development
Employee Relations (Grievances, WSBC, Overtime,
Organizational Changes, Issues under Policies)
Workforce Plan (CUPE, FA, Excluded)
Excluded Position Analysis and Use of Consultants
Worksafe
Review Committee Terms of Reference and Calendar of
Activities
X
Review and recommend to Board Public Sector Executive
Compensation Disclosure Statement
X
With the Board Chair, review and lead President evaluation
process and recommend appropriate process for upcoming
year:
President goals and objectives
President self-evaluation
Committee evaluation of President
President’s compensation review
Six-month review of targets and progress
Summary update to the Board
Review senior leadership succession and development
plans
Updated: February 2014
X
X
X
X
X
X
X
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
Human Resources Committee Calendar
Sept
Nov
Feb
June
Review human resources policies and governance
documents including:
o
O
O
O
O
President Position Description
Whistleblower
Prevention of Harassment, Discrimination and
Bullying
Employee Code of Conduct and Conflict of
Interest
Hiring of Administrators
Collective Bargaining, including approval of collective
agreements
Updated: February 2014
At least every two years;
otherwise as required
As required
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
11. GOVERNANCE COMMITTEE TERMS OF REFERENCE
11.1.
PURPOSE
The purpose of the Governance Committee is to develop and recommend VCC’s approach to
good governance and VCC’s governance framework, support and oversee Board Member
recruitment, and to lead processes to support and evaluate the effectiveness of the Board,
Committees and individual Board Members.
11.2.
COMPOSITION AND QUORUM
The Governance Committee is composed of up to four Members of the Board and may include
appointed and elected Members.
The Board, on the recommendation of the Board Chair, appoints the Committee members and
chair.
A majority of members of the Governance Committee constitutes a quorum.
11.3.
DUTIES AND RESPONSIBILITIES
Subject to the powers and duties of the Board, the Governance Committee:
a) at least every two years, reviews the governance framework (including written policies)
for VCC and advises the Board regarding:
i)
areas of concern;
ii)
best practices; and
iii)
recommended changes;
b) ensures appropriate structures and procedures are in place to allow the Board to
function effectively;
c) annually reviews the composition of the Board as a whole and recommends, if
necessary, changes to the Board Competency Matrix to ensure the desired Board
makeup includes an appropriate balance of knowledge, experience, skills, expertise and
diversity;
d) annually or as vacancies arise, works with the Board Chair and President to identify any
gaps that should be filled in new board Member candidates and recommends to the
Board the desired skills and experience for potential new Board Members;
e) in respect of appointed Board Members, works with the Board Chair and President to
identify potential candidates for appointment to the Board;27
f)
in respect of Board Members elected by a constituency:
27
Potential candidates are recommended to the Board Resourcing and Development Office through the
Board Chair.
Updated: February 2014
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
i)
provides the leadership of the constituency with a copy of the Individual Board
Member Position Description; and
ii)
consults with the leadership of the constituency regarding the preferred
background, experience or skills to fill upcoming vacancies;
a) ensures programs are in place for new Board Member orientation and ongoing
professional development;
b) assists and supports the annual review processes for evaluating the effectiveness of the
Board, the Board Chair, Committees and individual Board Members;
c) periodically reviews and assesses VCC’s communications to stakeholders and the
general public with respect to its policies and practices in the area of governance,
including the communication contained on VCC’s internal and external websites;
d) annually reviews and ensures the adequacy of VCC’s Code of Conduct for Board
Members;
e) annually obtains Code of Conduct Declarations from Board Members;
f)
addresses Code of Conduct issues as delegated to the Committee by the Board; and
g) assumes other related responsibilities as assigned by the Board.
11.4.
MEETINGS
The Governance Committee meets at least four times per year. Additional meetings may be held
as deemed necessary by the Committee chair or as requested by any two Committee members.
11.5.
REPORTING
The Committee reports to the Board by distributing a high-level summary at the next Board
meeting. The summary details what the Committee has been working on (since it last reported
to the Board), what the Committee is bringing forward for discussion or approval, and what is
coming up on the Committee’s agenda.
11.6.
STAFF SUPPORT
The President or the President’s nominee provides staff support to the Committee, and the
_______ or his/her delegate is secretary to the Committee.
11.7.
EXTERNAL ADVISORS
The Committee may engage independent advisors at the expense of VCC when it deems
necessary, subject to the approval of the Board Chair.
Updated: February 2014
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
11.8.
RESPONSIBILITY FOR POLICY REVIEW
The Committee has responsibility to review at least every two years, and more frequently if
necessary (e.g., based on legislative changes, or a development in governance best practices)
the following Board and Board-approved organizational policies:
11.8.1.

Governance Structure

Board Charter

Board Calendar

Board Chair Position Description

Individual Board Member Position Description

Committee Operating Guildeines

Board Meeting Guidelines

Strategic Planning

Board Composition and Succession Planning

Orientation and Professional Development

Board Evaluation

Board Chair Succession Planning

Code of Conduct for Board Members
11.8.2.
11.9.
Board Policies
Board-Approved Organizational Policies

[to be completed by VCC]

_________

_________
COMMITTEE TIMETABLE
The timetable for the Governance Committee’s activities is reflected in the calendar set out
below.
Updated: February 2014
BOARD MANUAL – GOVERNANCE COMMITTEE TERMS OF REFERENCE
Governance Committee Calendar
Date
Date
Date
Date
1. Review governance framework and
applicable Board and organizational policies
2. Oversee orientation for new Board Members
As required
3. Recommend and lead professional
development for Board Members
4. Review Board evaluation processes and
recommend appropriate process for
upcoming year; lead evaluation process
a. Board evaluation started
b. Board evaluation completed
5. With Board Chair, review skills and
experience required on Board and confirm or
amend Competency Matrix
6. Appointed Board Members: With Board Chair
and President, identify and recommend
candidates for Board appointment
7. Elected Board Members: Liaise with
constituency regarding preferred
background, experience, skills
8. Review Code of Conduct for Board Members
9. Obtain Code of Conduct declarations (annual)
Updated: February 2014
As required
As required
Date
BOARD MANUAL – BOARD MEETING GUIDELINES
12. BOARD MEETING GUIDELINES
Under the College and Institute Act, the Board has the ability to pass resolutions it considers
necessary or advisable for the management and conduct of the Board’s affairs, including
resolutions for the calling and holding of meetings of the Board, and the procedures to be
followed at meetings.28
12.1.
FREQUENCY
The Board typically holds four to six regular meetings per year29 that are open to the public. Of
these four to six regular meetings, up to two may be “special engagement” public meetings.
The Board may also hold two annual strategic planning sessions that are restricted to the Board
and senior leadership, and/or special meetings as required.
The Board’s calendar will be determined in June of each year for the following academic year.
12.2.
LOCATION
Board meetings are normally held on one of VCC’s campuses.
12.3.
REGULAR BOARD MEETINGS
Regular Board meetings consist of open sessions (which are open to the public) and in camera
sessions. All matters dealt with by the Board at regular Board meetings are dealt with in the
open sessions except the following matters which are dealt with at the in camera sessions:
a) personnel, salaries, conditions of employment or collective bargaining;
b) student discipline;
c) risk assessments;
d) potential liability of VCC, the Board or Board Members, litigation or legal advice
provided to the Board;
e) commercially sensitive topics where it is in the interest of VCC to maintain
confidentiality;
f)
budget discussions which involve development of the proposed budget to be presented,
discussed and voted upon at an open session;
g) Board functioning;
28
College and Institute Act, s. 59(5)(b).
Pursuant to s. 19(10) the Board is required to hold a minimum of four meetings each year with the
intervals between meetings being approximately equal.
29
Updated: February 2014
BOARD MANUAL – BOARD MEETING GUIDELINES
h) matters that must be handled confidentially in order to ensure compliance with
applicable privacy legislation; and
i)
any other topic that in the opinion of the majority of the Board is not appropriate to be
held in an open session.
While most issues affecting specific constituency groups are discussed at the Committee level,
there may be occasions at Board meetings when given the nature of the topic under
consideration (i.e., labour negotiations or strategies), elected Board Members must be excluded
from the discussion based on a potential conflict of interest. In such event, the Board Chair will
make every effort to notify the affected Board Member(s) ahead of time to discuss how the
matter will be handled.
12.4.
AGENDA
The Board Chair, in consultation with the President, develops the agenda for each Board
meeting.
Under normal circumstances, the agenda and supporting materials will be distributed to Board
Members at least one week in advance of the meeting.
Board Members who wish to suggest items for discussion at Board meetings and additions to
the agenda should contact the Board Chair at least two weeks prior to the Board meeting. The
Board Chair may exercise his or her discretion whether to include the suggested item on an
upcoming Board meeting agenda.
12.5.
NOTICE
The Board meeting schedule is set a year in advance, and notice of upcoming regular meetings
of the Board is given at the previous regular Board meeting. At least 48 hours notice is given of
extraordinary Board meetings.
12.6.
INFORMATION FOR MEETINGS
Material distributed to the Board Members in advance of Board meetings should be concise, yet
complete, and prepared in a way that focuses attention on critical issues to be considered and
decisions sought from the Board. Materials assembled in support of Board meetings will be
coordinated by the Executive Assistant to the Board. All material submitted for consideration by
the Board becomes part of the record of the Board, and will be deposited with the Executive
Assistant to the Board for maintenance, safekeeping and access.
Reports may be presented during Board meetings by Board Members, members of senior
leadership, faculty, support staff, interested parties or by invited outside advisors. Presentations
on specific subjects at Board meetings should briefly summarize the material sent to Board
Members, so as to maximize the time available for discussion on questions regarding the
material.
Updated: February 2014
BOARD MANUAL – BOARD MEETING GUIDELINES
On major items requiring a Board decision, the president will arrange for a brief covering memo
to be submitted outlining the proposal, the main reasons for the recommendations and major
risks.
12.7.
DELEGATIONS AT REGULAR BOARD MEETINGS
Any person or persons, including constituency groups or representatives (a “delegation”)
wishing to address a regular Board meeting shall make a request to the Board Office (via the
Board Executive Assistant) at least two weeks prior to the meeting.
Prior to being allocated a time to present to the Board, the delegation must provide a written
submission (maximum two pages) outlining the delegation’s position and listing the persons
who will be attending as part of the delegation. The written submission will be distributed with
the meeting agenda.
Speaking time for a delegation shall be limited to a maximum of five minutes. A time extension
may be given by agreement of the Board.
There may be a limit on the number of delegations able to appear at a given Board meeting.
Board Members shall not enter into debate with the delegation upon the completion of their
presentation. Members should only ask questions for clarification and to obtain additional,
relevant information.
No delegation shall:
a) speak disrespectfully of any person;
b) use offensive words or unparliamentary language;
c) speak on any subject other than the subject for which they have received approval to
address the Board; or
d) disobey the rules of procedure or a decision of the Chair.
The Chair may curtail any delegation, any questions of a delegation or debate during a
delegation for disorder or any other breach of this policy and, where the Chair rules that the
delegation is concluded, the delegation shall immediately withdraw.
12.8.
PROCEDURES AT MEETINGS
The following describes general procedures regarding the conduct of meetings.
a) A majority of Board Members constitutes a quorum for Board meetings.30
b) The affirmative votes of a majority present at a meeting at which a quorum is present
are sufficient to pass a Board resolution.31
30
31
College and Institute Act, s. 59(2).
College and Institute Act, s. 59(3).
Updated: February 2014
BOARD MANUAL – BOARD MEETING GUIDELINES
c) Each Member of the Board, except the President and the Chair of the Education Council,
has one vote.32
d) A resolution in writing signed by all Board Members is as effective as if it had been
passed at a Board meeting properly called and constituted.33
e) Unless otherwise provided for in the resolution, a resolution passed at a Board meeting
becomes effective immediately upon being passed.
12.9.
MINUTES
The Board Chair is provided with the draft minutes of each meeting of the Board as soon as
possible after each meeting. Once approved by the Board, the minutes serve as the official
record of the meeting.
Copies of Board minutes are posted on VCC’s website.
12.10.
BOARD DELIBERATIONS AND CONFIDENTIALITY
The details of any matter discussed at an in camera meeting of the Board must be held in strict
confidence by all those in attendance. By resolution of the Board, any of the matters discussed
at an in camera meeting may be brought forward for discussion at a public meeting.
12.11.
SPECIAL MEETINGS OF THE BOARD
A meeting can be convened by the Board Chair or at the request of any other four Board
Members.
12.12.
ATTENDANCE
Unless excused by Board resolution, if a Board Member has not attended three consecutive
regular meetings of the Board, the Member is no longer a Member of the Board.34
32
College and Institute Act, s. 13.
College and Institute Act, s. 59(6).
34
College and Institute Act, s. 59(7).
33
Updated: February 2014
BOARD MANUAL – STRATEGIC PLANNING
13. STRATEGIC PLANNING
13.1.
INTRODUCTION
Planning is a critical component of good management and good governance. While the Board
has the responsibility for ultimate plan approval, senior leadership has the responsibility to
develop the plan and work collaboratively with the Board in areas of critical strategic
importance.
The strategic plan is the cornerstone of VCC’s planning framework and the priorities as set out in
the strategic plan are reflected in VCC’s annual operating and capital budgets.
13.2.
ROLES AND RESPONSIBILITIES
13.2.1.
Government
Every year, the Government, through the Ministry of Advanced Education, provides VCC with
various directives including a budget letter that outlines VCC’s fiscal targets.
13.2.2.
Senior Leadership
Senior leadership, led by the President, is responsible for the development of the strategic plan
and the annual operating and capital budgets.
13.2.3.
Board
The Board’s role is to:
a) ensure there is an appropriate planning process in place that involves adequate
consultation from key stakeholders; and
b) review, question, offer advice, validate and ultimately approve VCC’s plans, and monitor
their implementation.
At various stages of development of the strategic plan, the Board is briefed on the status of the
planning process and may be asked to review draft elements of the plan.
13.2.4.
Education Council
The Education Council plays an advisory role with respect to strategic planning. The Education
Council advises the Board, and the Board seeks advice from the Education Council, on the
development of educational policy for several matters, including VCC’s mission statement and
educational goals, objectives, strategies and priorities.35
35
College and Institute Act, s. 23(1)(a).
Updated: February 2014
BOARD MANUAL – STRATEGIC PLANNING
13.3.
THE PLANNING FRAMEWORK
VCC plans for long-term success and sustainability. Every three years the President leads a
comprehensive planning process resulting in a three-year strategic plan. Annually, during each
year of the three-year strategic plan, the Board reviews the strategic plan and makes
adjustments as necessary to reflect any changes in VCC’s internal or external environment
and/or to VCC’s risk profile.
13.3.1.
Three-Year Strategic Plan
The approval process for the three-year strategic plan consists of several key contact points
between senior leadership and the Board.
13.3.1.1.
Process
Prior to beginning the strategic planning process, the President reviews with the
Board the proposed process to develop the three-year strategic plan, including the
proposed involvement of Education Council and other key stakeholders. The Board
reviews and approves the strategic planning process.
13.3.1.2.
Board Strategic Advance Meeting
Following consultation with key stakeholders, and prior to senior leadership
developing the strategic plan, senior leadership meets with the Board to review
senior leadership’s view of the organization’s external threats and opportunities as
well as internal strengths and weaknesses and proposed components of the threeyear strategic plan. The Board provides feedback to senior leadership and the goal
of this session is to ensure alignment between the Board and senior leadership.
13.3.1.3.
Draft Strategic Plan Meeting
Taking into account the feedback on key strategic issues from the Board, senior
leadership prepares a strategic plan for review with the Board at the Draft Strategic
Plan meeting. The draft is sent to Board Members in advance of the meeting and
key items are identified for discussion.
The draft strategic plan normally encompasses the following:
Mission
Articulates the purpose of VCC and establishes its unique
identity
Vision
Provides a clear picture of the future state of VCC and its
priorities
Core Values
Articulates VCC’s key values
Strategic Goals
Articulates the long term goals which must be achieved to
realize the vision
Updated: February 2014
BOARD MANUAL – STRATEGIC PLANNING
Strategic
Initiatives
13.3.2.
Articulates the actions which must be completed to meet the
strategic objectives
Strategic Plan Approval Meeting
As a result of feedback from the Draft Strategic Plan Meeting, senior leadership revises
the plan and sends to the Board the final strategic plan in advance of the Strategic Plan
Approval Meeting. Once approved, senior leadership incorporates appropriate
components of the plan into the annual operating and capital budgets.
13.3.3.
Annual Strategic Review
On an annual basis during the life of the three-year strategic plan, senior leadership meets
with the Board to present senior leadership’s review of VCC’s internal and external
environment and, in light of those changes, any proposed adjustments to the three-year
strategic plan. The Board reviews this information with senior leadership and, on the
advice of senior leadership, approves updates to the three-year strategic plan as
appropriate.
13.3.4.
Annual Operating and Capital Budget Approval
Annually, following approval of the strategic plan or the annual strategic review, as
appropriate, VCC develops rolling operating and capital plans to implement VCC’s
strategic initiatives, and an annual operating and capital budget. Senior leadership
presents the budgets to the Board for approval. The budgets are sent to the Board in
advance of the meeting and key agenda items are identified for discussion.
13.3.5.
Performance Reporting Measures Approval
Following the annual strategic plan review and in connection with the development of the
operating and capital plans, the Board and senior leadership agree on a set of key
performance measures for VCC. While some of the performance measures are derived
directly from the annual operating and capital budgets, other measures are identified
according to their short and long term strategic importance to VCC. Senior leadership
sends its recommended performance reporting measures to the Board in advance of the
meeting and key items are identified for discussion.
13.4.
PERFORMANCE REPORTING
Senior leadership reports to the Board on an ongoing basis (at least quarterly) on the
performance of VCC, whether it is achieving its targets as identified and any actions planned for
areas that are not meeting expectations.
13.5.
TIMELINES
The schedule for completion of the strategic plan, annual operating and capital budget as well
performance-reporting measures is as follows:
Updated: February 2014
BOARD MANUAL – STRATEGIC PLANNING
Strategic Planning Process Review
[date] _______
Board Strategic Advance Meeting
[date] _______
Draft Strategic Plan Meeting
[date] _______
Strategic Plan Approval Meeting
[date] _______
Annual Operating and Capital Budget
Approval Meeting
[date] _______
Performance Reporting Measures Approval
Meeting
[date] _______ - could be same as budget
approval meeting
Updated: February 2014
BOARD MANUAL – RISK MANAGEMENT OVERSIGHT
14. RISK MANAGEMENT OVERSIGHT
14.1.
INTRODUCTION
VCC takes seriously its obligation to ensure that material risks are identified, that systems are
implemented to manage or eliminate those risks, and that those systems are regularly reviewed
and updated. A material risk is defined as the chance of something happening, measured in
terms of probability and impact, that may adversely affect the achievement of VCC’s strategic
objectives.
The following outlines the risk management roles and responsibilities for the President, the
Board, and the Finance and Audit Committee.
14.2.
DUTIES AND RESPONSIBILITIES
14.2.1.
President
Primary responsibility for VCC’s risk management is vested in the President and overseen by the
Board.
The President is responsible for establishing processes, procedures and mechanisms by which
key matters of financial and non-financial risk (including reputational risk) are identified, and
ensuring that strategies are developed to manage such risks.
14.2.2.
Board
The Board has responsibility to:
a) understand the key financial and non-financial risks of VCC’s operations;
b) ensure, through regular reviews and assessments, that senior leadership has established
appropriate systems to manage these risks; and
c) receive regular reports on the management of material risks to VCC.
In particular, the Board will review with senior leadership the policies and procedures that are in
place to identify, manage and monitor material risk including, but not limited to:
a) interest rates and investments;
b) risks of low probability with high impact and disaster preparedness;
c) operational risks of medium probability with low and medium impact;
d) reputational risks; and
e) such other risk issues of concern to the Board and senior leadership.
14.2.3.
Finance and Audit Committee
The Finance and Audit Committee supports the Board with respect to risk management, and
provides a leadership role in ensuring that other Board Committees oversee and support the
Updated: February 2014
BOARD MANUAL – RISK MANAGEMENT OVERSIGHT
Board with respect to risks in each Committee’s areas of expertise. In addition to coordinating
other Committees’ risk oversight responsibilities, the Finance and Audit Committee:
a) provides leadership to the board’s overall approach to risk management oversight,
including organizing the Board’s annual risk review;
b) understands the material financial risks to VCC;
c) reviews senior leadership’s systems to manage these risks;
d) receive regular reports on the management of material risks to VCC;
e) reviews insurance coverage of material business risks and uncertainties and annually
approve VCC’s insurance coverage;
f)
leads an annual review with the Board on VCC’s material risks and senior leadership’s
systems to eliminate or manage such risks.
14.3.
ANNUAL RISK REVIEW
At least annually, the Board conducts a risk review where it reviews:
a) VCC’s material financial and non-financial (including reputational) risks;
b) the adequacy of senior leadership’s policies and procedures to identify and manage risk;
and
c) the effectiveness of senior leadership’s risk management process.
From time to time, to assist the Board in carrying out its risk management oversight
responsibilities, the Board may consult with an external consultant to provide an overview of
VCC’s key risks and risk management strategies. As part of the process, the Board would meet
independently with the external consultant, in the absence of senior leadership, to review the
consultant’s findings.
Updated: February 2014
BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
15. BOARD COMPOSITION AND SUCCESSION PLANNING
15.1.
INTRODUCTION
Effective Boards are composed of Board Members having the right combination of personal
attributes and relevant skills and experience.
The VCC Board is composed of:
a) Members appointed by the Lieutenant Governor in Council;
b) Members elected by various constituencies within the College;
c) the President (non-voting); and
d) the Chair of the Education Council (non-voting).
In carrying out the objects of VCC, all Board Members must act in the best interests of VCC.36
The duties and responsibilities of individual Board Members are set out in the Individual Board
Member Position Description.
As set out below, the Board maintains an analytical framework for assessing desired
competencies, expertise, skills, background and personal qualities that are sought in potential
candidates for appointment or election to the Board. This framework is shared with bodies that
appoint or elect Board Members.
15.2.
KEY CONSIDERATIONS IN BOARD COMPOSITION
The optimal Board composition for VCC involves a consideration of the following four broad
categories.
15.2.1.
Personal Characteristics
All Board Members should be committed to VCC’s vision, mission and values and possess the
following personal characteristics:










36
commitment to higher education;
integrity and accountability;
the ability to hold views and express them in a collegial manner;
informed judgment;
the ability to provide wise, thoughtful counsel on a broad range of
governance issues;
a preference for Board and team performance over individual performance;
high performance standards;
a history of achievements that reflects high standards for themselves and
others;
ability to commit the time required; and
no real or perceived conflicts.37
College and Institute Act, s. 8.2.
Updated: February 2014
54
BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
15.2.2.
Specific Skills and Experience
Board Members, as a group, should possess a combination of skills and experience relevant to
VCC’s strategic goals and the Board’s oversight responsibilities. The specific skills and
experience sought may change from time to time in keeping with changes to VCC’s internal and
external opportunities or challenges. Relevant skills and experience include:














previous board/governance experience;
executive leadership;
financial accounting and/or audit;
post-secondary education;
legal;
human resources;
labour relations;
public sector;
strategic planning;
risk management;
communications;
arts;
trades; and
not-for-profit.
15.2.3.
Board Leadership
In order for the Board to be effective, it is important that the Board include some Board
Members who have the necessary skills, experience and desire to fill key leadership positions on
the Board including Board Chair and Committee chairs.
15.2.4.
Diversity
Within the context of the required Board skills, consideration is given to bringing together a
diverse group of Board Members with the goal of creating robust Board dynamics, fulsome
Board discussions and ensuring different perspectives are brought to issues. Diversity in this
context includes diversity of backgrounds, perspectives and problem solving approaches. The
Board should also reflect cultural and gender diversity relevant to the community served by
VCC.
15.3.
PROCESS
The Board Chair, Governance Committee and Board Members all play key roles in identifying the
needs of the Board and potential candidates to fill those needs.
15.3.1.
Identifying Required Skills and Experience
In consultation with the Board Chair, the Governance Committee leads a process to identify
specific skills and experience desired in new Board Members to fill upcoming vacancies.
37
It is acknowledged that elected Board Members, by reason of being elected by constituencies, bring
with them certain conflicts that are deemed acceptable and managed by the Board.
Updated: February 2014
55
BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
In order to identify the desired skills and experience, the Governance Committee develops and
analyzes a Board Competency Matrix to determine:
a) the optimal attributes desired for the Board as a whole;
b) the skills, background and experience of continuing Members; and
c) the “priority needs” (i.e., those attributes that should be added and/or strengthened on
the Board) to be filled in the appointment of new Members.
Appendix A sets out a form of Competency Matrix to be used as a guide by the Governance
Committee in reviewing the needs of the Board and the priority needs in new Board
appointments.
In completing the Competency Matrix, each year the Board:
a) reviews and revises the list of competencies along the horizontal axis as required;
b) marks the competencies of each continuing Board Member;38 and
c) circulates the completed Matrix to Board Members for their review and approval.39
The completed Competency Matrix, as approved by the Board, is used as a guide in identifying
potential candidates.
15.3.2.
Process Considerations – Appointed Board Members
As noted by the Board Resourcing and Development Guidelines:
“While, ultimately, it is the government’s responsibility to appoint directors,
ideally, after consultation with the organization, the organization should be
satisfied that the appointee has the skills and knowledge necessary to
enhance the effectiveness of the board and will be a good fit with the board
culture.”
Once the needs of the Board are determined as set out above, the Governance Committee,
together with the Board Chair and after consultation with the President, identifies individuals
qualified to stand for re-appointment and/or searches proactively to identify individuals to
become new Members of the Board, consistent with any qualifications, expertise and
characteristics approved by the Board. All Board Members are encouraged to identify for the
Governance Committee’s consideration individuals who meet the desired skills and experience.
The Board Chair plays a lead role in liaising with the Board Resourcing and Development Office
with respect to appointed Board Members. Throughout the recruitment and appointment
process, the Board Chair consults with the Board Resourcing and Development Office on the
38
39
In completing the competencies of each continuing Board Member, the Board Member receives a
check mark for each area in which the Board Member makes a significant contribution and is expected
to play a leadership role on the Board.
Board Members who disagree with their key skills analysis can recommend changes to the Governance
Committee.
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BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
background, experience and skills required on the Board, potential appointed Board Member
candidates, and feedback on the performance of incumbent Board Members.
In relation to any current appointed Board Member that is eligible for reappointment, the Board
Chair provides the Board Resourcing and Development Office with an assessment of the Board
Member’s performance during the preceding term, based on the Board Chair’s personal
assessment and any feedback provided through a Board Member evaluation process (if
applicable).
At least six months prior to the expiry of a Board Member’s term, the Board, through the Board
Chair:
a) provides notice to the Board Resourcing and Development Office that the term of the
Board Member is about to expire;
b) provides a written request for a new appointment to full such vacancy;
c) provides the Office with the Board’s analysis of the needs to be filled in a new
appointment; and
d) provides the names and biographical information of any individuals recommended by
the Board to fill the vacancy.
15.3.3.
Process Considerations – Elected Board Members
Prior to an election being held, the Board, through the Board Chair, provides constituency group
leaders with:
a) the Individual Board Member Position Description; and
b)
the Board’s analysis of the needs to be filled on the Board as a whole.
Updated: February 2014
57
Board Member’s
Name
Updated: February 2014
Cultural Heritage
Skills and Experience
Gender
Not-for-profit
Trades
Arts
Communications
Risk mngmt
Strategic
Planning
Public Sector
Post-Secondary
education
Labour relations
Human
Resources
Legal
Previous board /
governance
experience
Executive
leadership
Financial
accounting
and/or audit
BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
APPENDIX A – VCC BOARD OF GOVERNORS COMPETENCY MATRIX
Competencies
Diversity
1
2
3
4
5
6
7
8
9
58
Board Member’s
Name
Updated: February 2014
Cultural Heritage
Skills and Experience
Gender
Not-for-profit
Trades
Arts
Communications
Risk mngmt
Strategic
Planning
Public Sector
Post-Secondary
education
Labour relations
Human
Resources
Legal
Previous board /
governance
experience
Executive
leadership
Financial
accounting
and/or audit
BOARD MANUAL – BOARD COMPOSITION AND SUCCESSION PLANNING
Competencies
Diversity
10
11
12
13
14
15
16
Target
Current
Needs
59
BOARD MANUAL – ORIENTATION AND PROFESSIONAL DEVELOPMENT
16. ORIENTATION AND PROFESSIONAL DEVELOPMENT
The Governance Committee, with the assistance of senior leadership, ensures there is an
orientation program for new Board Members.
16.1.
GOALS
The goals of the orientation program are to:
a) ensure that each new Board Member has a clear understanding of VCC’s formal
governance framework, including the role of the Board, its supporting committees and
the Education Council, and the expectations in respect of individual Board Member
performance;
b) help each new Board Member build an understanding of VCC, its operations and
working environment including:
i) its strategic goals and initiatives;
ii) summary details of its principal assets, liabilities and significant commitments;
iii) its major risks and risk management strategy;
iv) key performance indicators;
v) any operational or financial constraints imposed by legislation or otherwise;
vi) the Code of Conduct, including its conflict of interest and confidentiality
provisions;
c) build a link with the individuals who make up VCC, including:
i) opportunities to meet and get to know fellow Board Members;
ii) meetings with senior leadership;
iii) visits to VCC’s campuses to meet faculty, support staff and students; and
d) build an understanding of VCC’s main relationships, including Government, key
constituencies and other key stakeholders.
16.2.
WRITTEN MATERIAL
New Board Members receive a comprehensive set of written briefing materials including:
a) the Board Manual;
b) the most recent strategic plan and annual report;
c) details of any major litigation or disputes involving VCC;
d) minutes from the previous year’s Board meetings;
e) a schedule of dates for upcoming Board meetings and Committee meetings; and
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BOARD MANUAL – ORIENTATION AND PROFESSIONAL DEVELOPMENT
f)
minutes from the previous year’s Committee meetings for any Committee that the
Board Member will be joining.
16.3.
PROCESS FOR NEW MEMBERS
Each new Board Member is expected to participate in an initial orientation session.
The Governance Committee ensures that arrangements are made for the orientation session for
a new Board Member. The session is scheduled as soon as possible after his/her appointment
takes effect. The session includes specific orientation in respect of any Committees that the new
Board Member will be joining.
16.4.
MENTOR
Each new Board Member is matched with a current Board Member, who acts as a resource and
advisor at the start of the new Member’s tenure. This mentoring program provides the new
Board Member with a chance to get comfortable with his or her new role, and to interact oneon-one with someone who may have experience in the areas in which the new Board Member
has any questions. It is also an opportunity for the new Board Member to become acclimatized
to the Board, by gaining a sense of its culture, and to meet other Members in informal
situations.
The role of the mentor is to:
a) when appropriate, follow up after Board meetings to debrief and answer questions,
including basic questions that it might be easier for the new Board Member to ask of a
mentor than of an entire Board;
b) encourage the new Member to actively participate;
c) initiate informal contact between Board meetings for the first few months of a new
Board Member’s tenure, to facilitate an ongoing discussion of 'how' to be a Board
Member of VCC;
d) provide advice and direction to the new Member as required, including with respect to,
for example:
i) Board norms and behaviours;
ii) the background of any current controversies; and
iii) history of major board/organizational issues;
e) assist the new Board Member to access resources and information as needed; and
f)
provide feedback to the Governance Committee on the Board's orientation process to
address information gaps or areas that have been overlooked for the future benefit of
new Board Members.
16.5.
PROFESSIONAL DEVELOPMENT
The Board is committed to ongoing professional development for Board Members.
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BOARD MANUAL – ORIENTATION AND PROFESSIONAL DEVELOPMENT
The Board identifies professional development opportunities for Board Members to be provided
throughout the year.
If a Board Member wishes to take advantage of a professional development opportunity not
previously identified by the Board, and seeks reimbursement from the Board for expenses
related to the opportunity, the Board Member must obtain the prior approval from the Board
Chair.
16.6.
ORIENTATION SCHEDULE
The following table sets out the steps in the orientation process and identifies the individual
who is responsible for each component.
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BOARD MANUAL – ORIENTATION AND PROFESSIONAL DEVELOPMENT
Orientation Schedule (6 to 12 Weeks)
What
Initial Contact
Meeting 1
Introduction &
Orientation
Review
Who
President
Action
Welcome and introductory phone call
EA to the
Board
Send materials to new Board Member:
the Board Manual
the most recent strategic plan and annual report
details of any major litigation or disputes involving VCC
minutes from the previous year’s Board meetings
a schedule of dates for upcoming Board meetings and
Committee meetings
minutes from the previous year’s Committee meetings
for any Committee that the Board Member will be joining
President &
EA to the
Board
Meeting 2
Board Chair
Board & Board
Member
Responsibilities
Updated: February 2014
Request from new Board Member:
Code of Conduct declaration
Biographical information for publication (website)
Meet with new Board Member and review:
Board meeting schedule
Board calendar
Board contact list
Expense remuneration and reimbursement policy
VCC calendar of events reimbursement policy
VCC Calendar of events
Meet with new Board Member and provide an overview of
the role and functions of the VCC Board of Governors in the
context of best practices and modern trends in governance
including:
Board structure
Committee structure
Education Council
Key board responsibilities and processes, including:
strategic planning, risk management, talent external
communication, CEO performance
Effective board functioning including expectations of
Board Members and in camera meetings
Board and Board Member evaluation
Board Member liability
Board Member recruitment process (skills matrix)
Board Member election process
Code of conduct and conflict of interest
Effective meetings and boardroom dynamics
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BOARD MANUAL – ORIENTATION AND PROFESSIONAL DEVELOPMENT
What
Meeting 3
VCC Business
Who
President &
Management
Team
Members
Meeting 4
VCC’s Political
& Social
Environment
President &
Management
Team
Members
Meeting 5
Strategic
Planning &
Financial
Management
President &
Management
Team
Members
Updated: February 2014
Action
Meet with new Board Member and review VCC’s services
and operations.
Overview of VCC’s planning process (including staff
processes and joint planning sessions)
VCC’s most recent Strategic Plan
VCC’s most recent Annual Report
Fact Sheets [summary of key facts and figures for VCC] –
e.g.,
Key performance indicators
Snapshot of VCC
FTE enrolment report
Website information
Key College policies
VCC Organization Chart
Meet with the new Board Member and review VCC’s political
and social environment including key internal and external
stakeholders
Government bodies
Education Council
VCC Foundation
Constituency Groups
Registrar’s Office
VCC Alumni
Meet with the new Board Member and review VCC’s
strategic planning and financial planning practices.
VCC Strategic Plan
VCC Strategic Planning Process
Typical Planning Retreat Agenda
Institutional Accountability Plan and Report
Coastal Corridor Consortium – Aboriginal Services Plan
VCC Financial Planning
o Operating budget
o Annual financial report
o Statement of financial information
o Executive compensation disclosure statement
o Employee salary information
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BOARD MANUAL – BOARD EVALUATION
17. BOARD EVALUATION
17.1.
INTRODUCTION
The Board is committed to Board evaluation, the purpose of which is to provide Board Members
with an opportunity each year to examine how the Board, the Board Chair, the Board’s
Committees, Committee chairs and individual Board Members are performing, and to identify
opportunities for improvement.
17.2.
PROCESS
The process used changes from year to year. Each year, the Governance Committee
recommends to the Board the specific evaluation process to be undertaken. The process is
appropriate to the Board’s stage of development, and takes into account past Board evaluation
processes and results.
The Governance Committee may engage an outside advisor to assist in the design and
implementation of the evaluation process, subject to the approval of the Board Chair.
17.3.
BOARD EVALUATION
17.3.1.
Objective
The objective of the Board evaluation process is to assist the Board to:
a) assess the overall performance of the Board and measure the contributions made by
the Board to VCC in keeping with shareholder expectations;
b) evaluate the mechanisms in place for the Board to operate effectively and make
decisions in the best interests of VCC;
c) add value to VCC; and
d) achieve and maintain excellent governance practices.
17.3.2.
Areas to be Evaluated
Board evaluation is designed to review the effectiveness of the Board. Typical assessments
evaluate the following areas:
a) the quality of Board meetings including appropriateness, effectiveness and sufficiency of
topics, time allocation, pre-meeting information packages and presentations;
b) Board dynamics, including the quality of the discussion;
c) the appropriateness and sufficiency of financial and operational reporting;
d) the quality of the relationships between the Board and senior leadership and the Board
and the Education Council;
e) VCC’s practices with respect to business conduct and ethical behaviour;
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BOARD MANUAL – BOARD EVALUATION
f)
Board Member training and education;
g) Board processes with respect to strategic planning, risk management, President
evaluation, succession and compliance; and
h) the Board’s relationship with the Government, key stakeholders and the public.
17.4.
BOARD CHAIR EVALUATION
17.4.1.
Objective
The objective of the Board Chair evaluation process is to improve the overall performance of the
Board Chair, and in turn, the Board.
17.4.2.
Areas to be Evaluated
Board Chair evaluation is based on the expectation of the Board Chair set out in the Board Chair
Position Description and covers such areas as:
a) integrity and ethics;
b) management of Board meetings;
c) management of information flow between the Board and senior leadership;
d) management of the Board’s decision-making processes;
e) relationship with the President;
f)
relationship with Board Members; and
g) relationship with Government, key stakeholders and the public on behalf of the Board.
17.5.
COMMITTEE EVALUATION
17.5.1.
Objective
The objective of Committee evaluation is to improve the functioning of the Committee and thus
contribute to the Board’s overall performance.
17.5.2.
Areas to be Evaluated
Committee evaluation covers such areas as:
a) the appropriateness of the Committee’s mandate;
b) the composition of the Committee;
c) the contributions of the Committee to the Board’s work; and
d) the quality of reporting to the Board.
17.6.
COMMITTEE CHAIR EVALUATION
Committee chair evaluation covers such areas as:
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BOARD MANUAL – BOARD EVALUATION
a) integrity and ethics;
b) management of Committee meetings;
c) management of information flow between the Committee and the Board;
d) management of the Committee’s decision-making processes;
e) relationship with the Board Chair; and
f)
relationship with Committee members.
17.7.
INDIVIDUAL BOARD MEMBER EVALUATION
Evaluation for individual Board Members is based on the expectations of individual Board
Members set out in the Individual Board Member Position Description.
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BOARD MANUAL – PRESIDENT EVALUATION
18. PRESIDENT EVALUATION
18.1.
INTRODUCTION
The evaluation of the President is one of the most important responsibilities of the Board and is
carried out under the leadership of the Human Resources Committee and the Board Chair. A
formal evaluation process makes performance expectations clear for both the Board and the
President and provides an opportunity for the Board and President to have an open, frank and
constructive discussion regarding the President’s leadership of VCC.
The main objectives of the President evaluation process are to:
a) assess and reward the President’s past performance;
b) assess the President in light of the future leadership needs of VCC and set strategic
objectives and goals for the President for the upcoming year; and
c) strengthen Board/President relations.
While the Human Resources Committee and Board Chair provide a leadership role in carrying
out the evaluation process, it involves input from the whole Board.
18.2.
PERFORMANCE BENCHMARKS
The President has general responsibilities to lead VCC as set out in the President’s employment
agreement and the President Position Description in the Board Manual.
In addition to the President’s general responsibilities, each year the President and Board agree
on specific performance goals and objectives for the President for the upcoming year. The
annual goals and objectives typically reflect:
a) key performance measures for VCC developed by the Board for the upcoming year
related to VCC’s strategic plan;
b) specific goals related to the President’s leadership of VCC; and
c) the President’s personal professional development goals.
18.3.
ANNUAL PERFORMANCE EVALUATION
The President’s performance is evaluated annually. The President is evaluated on:
a) execution of the President’s responsibilities as chief executive officer of VCC; and
b) achievement of the annual performance goals as set out in the President’s annual goals
and objectives.
18.4.
PROCESS
The Board has delegated to the Committee responsibility to lead and carry out the President’s
annual evaluation. The process to be followed for the President’s evaluation is as follows.
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BOARD MANUAL – PRESIDENT EVALUATION
a) Each year, the President prepares, the Committee reviews, and the Board reviews
and approves, annual performance goals and objectives for the following year,
specifying how progress against each goal will be measured.
b) Six months into the year, the Board Chair and President review and discuss the
targets and progress made against them.
c) At the end of the year, the President prepares and provides to the Committee a
self-appraisal for the year, reporting on how he or she has performed against the
stated goals and objectives.
d) The Committee determines the appropriate process to conduct the President’s
evaluation and obtains feedback on the President’s performance during the
preceding year.
e) At an in camera meeting of the Board, the Committee provides an overview to the
Board of the President’s self-appraisal, the other feedback gathered by the
Committee and the recommended compensation for the President for the
following year. Board Members determine their collective view of the President’s
past performance and agree on the compensation to be paid for the following year
(subject to PSEC parameters).
f) Following the Board meeting, the Board Chair and Committee Chair meet with the
President to provide him/her with the Board’s evaluation and discuss the Board’s
views of priority areas for the upcoming year.
g) The President may, but is not required to, provide a written response to the Board.
18.5.
COMPENSATION REVIEW
Following the President’s response, if any, the Board, on the advice of the Human Resources
Committee, determines the President’s remuneration (including any bonus payable for the past
fiscal period and any adjustments for the following fiscal period), subject to the PSEC guidelines.
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BOARD MANUAL – PRESIDENT SUCCESSION PLANNING
19. PRESIDENT SUCCESSION PLANNING
19.1.
INTRODUCTION
The purpose of succession planning is to ensure that, as VCC grows and changes, the right
leadership in place for VCC to achieve its strategic objectives. The Board is directly responsible
for President succession planning and is responsible to ensure the President has appropriate
succession plans in place for senior leadership positions.
19.2.
OVERVIEW
Planning for President succession involves a discussion of:

Based on VCC’s strategy, what attributes are needed in a future President, in both a planned
and emergency succession situation?

Who within VCC are seen as potential successors?

What development, if any, is required to prepare potential successor candidates for the future
President role?

If there are no internal candidates, what are the plans to prepare for emergency and planned
transition?
Recognizing the link between succession planning and strategy, an appropriate time to review
and discuss the President and senior leadership succession plans is as part of or shortly after the
completion of the annual strategic review.
The Board and President should be aligned in their views of potential internal candidates and
their developmental needs. There should also be a logistics plan prepared in anticipation of an
emergency and planned transition to ensure confidence in the process to both internal and
external stakeholders.
19.3.
CONFIRMATION OF ROLES AND RESPONSIBILITIES
The roles and responsibilities of the succession planning process are shared among the Board,
the Human Resources Committee and the President.
19.3.1.
Board
The Board is responsible for:
a) ensuring there is a succession plan in place for the President that includes:
i) a description of attributes that are key to the President’s ability to lead the
successful execution of VCC’s strategic plan (e.g. long term attributes);
ii) a description of the attributes that would be key for a person stepping into the
President’s role on an interim basis in the event of an unplanned departure of
the President;
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BOARD MANUAL – PRESIDENT SUCCESSION PLANNING
iii) an assessment of potential President successor candidates against the long term
attributes;
iv) a development plan for each potential President successor candidate that takes
into consideration the long term criteria; and
v) an assessment of potential candidates who could fill the President’s role on an
interim basis should there be an emergency or unplanned departure of the
President.
b) ensuring that criteria and processes for recognition, promotion, development and
appointment of senior leadership team members are consistent with the future
leadership requirements of VCC; and
c) ensuring that appropriate communications plans are in place with respect to:
i) communications with potential President successors regarding ongoing
assessment and development;
ii) communications on behalf of VCC should there be an unplanned departure of
the President.
19.3.2.
Human Resources Committee
The Human Resources Committee:
a) leads the process, in collaboration with the President, to develop the President
succession plan;
b) annually reviews and updates the President succession plan and leads the annual
President succession plan review with the Board;
c) reviews the President’s succession plan for senior leadership positions;
d) reviews and discusses with the President, the processes and outcomes associated with
the recognition, promotion, and development of the senior leadership team.
19.3.3.
President
The President:
a) establishes internal processes for identifying and developing VCC’s leaders in keeping
with the leadership needs as identified through the strategic planning process;
b) works with the Human Resources Committee to develop a President succession plan;
c) develops a senior leadership succession plan to ensure continued strong leadership at
VCC as required to successfully execute VCC’s strategic plan;
d) designs VCC’s leadership assessment and development processes in keeping with the
President succession plan and senior leadership succession plan;
e) provides periodic updates to the Human Resources Committee and the Board on the
mechanisms that build leadership talent and succession capability in VCC, including
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BOARD MANUAL – PRESIDENT SUCCESSION PLANNING
leadership competency frameworks, management development training and job
changes; as well as assessments of the most likely successors for President, other key
positions at VCC;
f)
ensures VCC has appropriate criteria and processes in place to hire, promote , transfer,
and retain senior leaders and other key leadership positions; and
g) reviews the senior leadership succession plans each year with the Human Resources
Committee and the Board.
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BOARD MANUAL – BOARD CHAIR SUCCESSION PLANNING
20. BOARD CHAIR SUCCESSION PLANNING
20.1.
INTRODUCTION
The Board Chair, as the presiding Member of the Board, ensures that all critical relationships are
effectively managed to achieve objectives of the Board. The Board Chair’s role includes working
with the President, managing affairs of the Board and VCC in collaboration with the Board and
senior leadership and leading the Board in the exercise of its responsibilities.
VCC maintains a Board Chair succession plan that identifies qualified and available candidates.
The plan is intended to ensure the stability, continuity, effectiveness and renewal of the Board
Chair position. As set out below, the Board strives to select its Chair on the basis of consensus.
This policy should be read in conjunction with the Board Chair Position Description.
20.2.
KEY SKILLS AND EXPERIENCE
Annually, the Board, supported by the Governance Committee, reviews the optimal key skills
and attributes required of the Board Chair. The optimal skills and attributes, as approved by the
Board are set out below. While it is recognized that no individual may possess all of these
attributes, the ideal candidate to serve as Board Chair should display a significant number of
them.
Commitment to Higher Education: a commitment to post-secondary education and VCC’s
mission.
Time Commitment: the ability to commit the time required to devote to undertaking the Chair’s
responsibilities as set out in the Board Chair Position Description.
Community/Business Credibility: recognized stature as a business and/or community leader at
a local or provincial level.
Leadership: a strong consensus builder and leader of people, with experience motivating and
mentoring senior executives.
Sensitivity to Academic Environment: prepared to work collaboratively and respect the role of
the Education Council, students, faculty members and others involved in decision-making at
VCC.
Board Experience: an understanding of contemporary governance standards and expectations
in the context of a higher education institution.
Public Sector: public sector experience, an understanding of the fact that the College operates
within a highly public environment and respect for the role of government(s) in post-secondary
education.
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BOARD MANUAL – BOARD CHAIR SUCCESSION PLANNING
20.3.
ACCOUNTABILITY
The Governance Committee is responsible to lead the Chair succession planning process to
ensure VCC has a Chair succession plan that gives consideration to:

the requirements of the Board Chair Position Description;

the incumbent Board Chair’s performance review, tenure and future
availability;

the views of a broad range of Board Members;

VCC’s strategy and timelines for leadership renewal; and

the availability of the Board Chair succession candidates.
The process may be led by the Governance Committee or by an ad hoc Chair Succession
Committee. In the event that the Committee directly leads the Board Chair transition process as
outlined below, any members of the Committee who are interested in seeking the Board Chair
position shall not participate in any of the Committee’s discussions regarding Board Chair
transition.
20.4.
PROCESS
Individuals elected to Chair VCC typically serve as the Chair for two years. However, succession
planning is an ongoing process and involves the following elements:
a) On an annual basis, the Committee reviews the Board Membership to obtain reasonable
satisfaction that there are candidates who could serve in the Board Chair position.
b) When recommending new candidates for the appointment to the Board, the Committee
considers the need for Board leadership, including the Board Chair position.
c) When consulting with the Board Chair regarding the recommendation of Board
Members to serve as Committee members or Committee chairs, the Committee
considers the needs of the Board Chair succession planning process.
d) When the Board Chair position becomes vacant (the unplanned situation) or is
anticipated to become vacant within the following year (the planned succession
situation), the Committee leads the Board Chair transition process as follows.
i)
The Committee reviews the then current Board Membership and identifies
potential Board Chair candidates who, in the Committee’s view, match the key
skills and experience criteria set forth in this policy.
ii)
The Committee ascertains from those Board Member(s) identified as potential
Board Chair candidate their interest and willingness to serve as Board Chair.
iii)
Once ascertaining the interest of the potential Chair candidate(s), the
Committee consults with all Board Members and the President to ascertain
their support for one or more of the candidates.
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BOARD MANUAL – BOARD CHAIR SUCCESSION PLANNING
iv)
In the event there is immediate consensus on one candidate to assume the
Chair position, the Committee will so inform the Board and seek confirmation
from the Board as to the election of the new Chair.
v)
In the event there is more than one candidate interested in assuming the Chair
position, and there is not immediate consensus among Board Members as to
the preferred candidate to assume the Chair position, the Committee chair shall
continue to have one on one conversations with individual Board Members to
facilitate the exchange of views and support for candidates until consensus is
reached on the preferred Chair candidate.
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BOARD MANUAL – BOARD MEMBER INDEMNITY AND LIABILITY INSURANCE
21. BOARD MEMBER LIABILITY COVERAGE
21.1.
EXCLUSION OF LIABILITY
Under the College and Institute Act, Board Members are protected against actions for damages
in respect of any act or failure to act in the course of their duties, excepting acts of bad faith.
Section 64 of the College and Institute Act provides:
A member of a board or a person acting under this Act is not
personally liable for a loss or damage suffered by a person because of
anything done or omitted to be done in good faith in the exercise of a
power given by this Act.
21.2.
LIABILITY AGREEMENT
Under the University, College and Institute Protection Program, Board Members are provided
with liability coverage, covering legal liability of Board Members arising from wrongful acts
provided they are made in good faith. More information about the coverage is available from
the Chief Financial Officer.
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BOARD MANUAL – BOARD MEMBER REMUNERATION AND EXPENSES
22. BOARD MEMBER REMUNERATION AND EXPENSES
22.1.
REMUNERATION
Pursuant to the College and Institute Act, the Lieutenant Governor in Council may set the
remuneration that an institution pays to Board Members.40
Board Members may choose to keep their remuneration, donate it to the VCC Foundation, or
waive it.
22.2.
EXPENSES
Board Members are reimbursed by VCC for travelling and out-of-pocket expenses necessarily
incurred by them in the discharge of their duties.41
40
College and Institute Act, s. 10(1).
By Law 5 – Reimbursement of Expenses Incurred by Board Members. [Note: References to Bylaws to
be revised pending revisions to Board Bylaws] .
41
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77
BOARD MANUAL – CODE OF CONDUCT FOR BOARD MEMBERS
23. CODE OF CONDUCT FOR BOARD MEMBERS
23.1. INTRODUCTION
VCC is committed to the highest standards of ethics and integrity. The purpose of this Code of
Conduct (the “Code”) is to establish minimum standards of conduct expected and required of all
Board Members, and to support ethical decision-making at VCC. The Code is not exhaustive, and
it is acknowledged that no articulation of policies, guidelines and procedures to govern conduct
can anticipate all situations. The Code applies to all Board Members of VCC and operates to
exclude the application of VCC Policy and Procedure A.3.6, Standards of Employee Conduct &
Conflict of Interest in respect of all issues that fall within the scope of the Code.
The provisions of the Code are in addition to, and not in substitution for, any Board Member’s
obligation to VCC imposed upon by common law, equity or statute. Compliance with the Code
shall not relieve a Board Member from any such obligation. Consequently, a Board Member
uncertain of his or her duties in any particular circumstance should raise this concern with the
Board Chair in order to obtain appropriate guidance and advice.
This Code of Conduct:
a) reviews Board Members’ duties;
b) explains conflict of interest and identifies potential conflicts of interest specific to VCC
and of a general nature;
c) provides guidance to all Board Members with respect to matters of compliance, conflict
of interest, confidentiality, accounting practices and communications, complaints
procedure and responsibility to disclose;
d) outlines the consequences of a breach of the Code; and
e) provides a Form of Declaration for Board Members to sign to confirm their agreement
to comply with the Code.
23.2. DEFINITIONS
In the Code:
a) “private interest” means a pecuniary or economic interest or advantage and includes
any real or tangible benefit that personally benefits the Board Member or his or her
associate;
b) “appointed Board Member” means an individual who is appointed to the Board by
Order in Council;
c) “associate” means:
i)
a spouse of the Board Member;
ii)
a son or daughter of a Board Member or of the spouse of a Board Member;
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iii)
a relative of the Board Member, other than his or her son or daughter, who is
living in the family residence;
iv)
a friend of the Board Member;
v)
a corporation of which the Board Member beneficially owns, directly or
indirectly, more than 20% of the voting rights attached to all outstanding voting
securities of the corporation;
vi)
a trust or estate in which the Board Member has a substantial beneficial interest
or for which the Board Member serves as trustee; and
vii)
a member of a professional association of which a Board Member is an
Executive member.
d) “elected Board Member” means an individual who is elected to the Board by the faculty,
support staff or students;
e) “friend” includes an individual with whom the Board Member is connected by frequent
or close association;
f)
“relative” means a relative by blood, adoption or marriage; and
g) “spouse” means a person to whom the Board Member is married or with whom the
Board Member is living in a marriage-like relationship, including a person of the same
gender, but does not include a person from whom the Board Member is separated or
living apart and with whom the Board Member has entered into an agreement to live
apart or who is the subject of an order of a court recognizing the separation.
23.3. DUTIES
VCC’s Board Members’ duties include the following:
Duty of Loyalty – Board Members must act honestly, in good faith and in the best interests of
VCC. In placing the interests of VCC ahead of their own personal or business interests, Board
Members must:
a) be honest in their dealings with VCC and with others on behalf of VCC;
b) avoid situations where they could profit at the expense of VCC, appropriate a business
opportunity of VCC or otherwise put themselves in a position of conflict between their
own private interests and the best interests of VCC;
c) avoid speaking against or undermining any decision of the Board, regardless of whether
the Board Member agrees with or voted for that decision; and
d) avoid engaging in activity or speaking publicly on matters where this could be perceived
as an official act or representation of VCC unless specifically authorized to do so by VCC.
Duty of Care – Board Members owe a duty of care to VCC and must exercise the degree of skill
and diligence reasonably expected from an ordinary person of his or her knowledge and
experience.
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Duty of Confidentiality – Board Members must not divulge confidential information that they
receive as Board Members to anyone other than persons who are authorized to receive the
information. The duty to maintain information in confidence continues after a Board Member
ceases to be a Board Member.
Duty to Disclose – Board Members have a duty of continuing disclosure. If a Board Member
becomes aware of a matter which he or she has a duty to disclose or report under this Code, the
Board Member must advise the Chair of the Board as soon as is reasonably practicable.
Duty of Compliance – Board Members shall comply with all applicable laws and regulations and
with VCC’s Bylaws and policies adopted by the Board from time to time, including this Code. No
Board Member shall commit or condone an illegal act or instruct another Board Member to do
so. All Board Members are expected to follow the spirit as well as the letter of the law.
Duty of Knowledge – Board Members must familiarize themselves with the relevant legislation
applicable to VCC and to Board Members and to satisfy themselves that appropriate safeguards
are in place to assure VCC of their compliance with that legislation.
23.4. CONFLICT OF INTEREST
A conflict of interest is a situation in which the private interests of a Board Member conflict,
potentially conflict or appear to conflict directly or indirectly with his or her duties to VCC,
including his or her duty to act in the best interests of VCC.
An actual conflict of interest exists where a Board Member exercises an official power or
performs an official duty, at the same time knowing that, in exercise of such performance, there
is the opportunity to further a private interest.
A potential conflict of interest exists where there is some private interest that could influence
the performance of a Board Member’s duty or function or the exercise of power, provided that
she or he has not yet exercised that duty or function.
A perceived conflict of interest exists where informed people might reasonably hold the
apprehension that a conflict of interest exists on the part of the Board Member.
VCC’s primary and strongest defence against conflicts of interest is a strategy of avoidance. By
creating systems and processes that, as a matter of practice, avoid actual, potential or perceived
conflicts of interest, VCC can most effectively reduce the risks associated with conflict of interest.
Each Board Member (both elected and appointed) has a responsibility first and foremost to the
welfare of VCC.42 Except for systemic conflicts, as discussed below, every Board Member should
avoid any situation in which there is an actual, potential, or perceived conflict of interest, which
could interfere with the Board Member’s judgment in making decisions in VCC’s best interest.
23.5. POTENTIAL CONFLICTS OF INTEREST RELATING TO VCC
Elected Board Members are in a unique situation in relation to conflict of interest considerations.
By reason of their membership in a particular constituency of VCC, or by reason of their position
within VCC, they are more likely than appointed Board Members to have an actual, potential or
42
College and Institute Act, s. 8.2.
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perceived conflict. Given that the Board structure is prescribed by the College and Institute Act,
certain conflicts in relation to the elected Board Members are deemed to be acceptable and
should not require the Board Member to be excluded from the discussion or voting. On the
other hand, because of the unique position of elected Board Members, there will be situations
where the conflicts are significant enough to require that they be excluded from discussion or
voting.
Conflict situations that involve elected Board Members will generally fall into one of five
categories.
a. Constituency Membership. In situations where the elected Board Member has
an interest in a matter or issue under consideration that is shared in common
with a substantial section of the constituency of which he/she is a member and
who elected him or her to the Board, the elected Board member will not be
taken to have a conflict of interest for the purpose of this Code and is expected
to participate in the discussion and voting. Examples of such conflicts include
discussions regarding:
i.
ii.
VCC’s budget; and
tuition.
b. Voting Member of Faculty or Support Staff Executive. With respect to Board
Members elected by faculty and support staff, under the College and Institute
Act, a VCC employee is not eligible to be a Board member if he or she is a voting
member of the executive body of, or an officer of, an instructional,
administrative or other staff association of VCC who has the responsibility, or
joint responsibility with others, to:
i.
ii.
negotiate with the Board, on behalf of the association, the terms
and conditions of service of that association; or
adjudicate disputes regarding members of the association.43
The College and Institute Act does not place a similar eligibility restriction on
Board Members elected by students. As such, a student who is a voting
member or an officer of the board of the Students’ Union of VCC is not
prohibited from being a Member of VCC’s Board.
c. Personnel. In situations where the issue under consideration involves the
President, then the conflict is deemed to be of a significant nature and elected
Board Members should not participate in such discussions or voting. Examples
of such conflicts include:
i.
ii.
43
the President’s performance review and compensation; and
President succession planning.
College and Institute Act, s. 59(8).
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VCC manages such conflict by establishing by practice that elected Board
members do not serve on the Human Resources Committee.
d. Commercially Sensitive. In situations where the issue under consideration is of
a commercially sensitive nature that potentially involves the corporate interests
of the constituency, then the conflict is deemed to be of a significant nature and
elected Board Members should not participate in such discussions or voting.
Examples of this type of conflict include:
i.
ii.
iii.
discussions relating to financial planning;
discussions related to collective bargaining; and
review of VCC’s internal controls.
VCC manages such conflict by establishing by practice that elected Board
Members do not serve on the Finance and Audit Committee.
e. One-off. In situations where a conflict arises that is not regularly recurring,
conflicts can be managed under a well-defined protocol that requires the Board
member to disclose the conflict and refrain from participating in the discussion
or voting. An example of such a conflict includes:
i.
decisions directly affecting a specific instructional program in which
a student Board Member is enrolled; faculty or support staff Board
Members are employed in the program or service areas; or a Board
Member’s associate is enrolled in or employed in the program or
service areas.
23.6. GENERAL CONFLICT OF INTEREST SITUATIONS
The following examples have been developed to provide guidance to Board Members in areas
where actual, potential or apparent conflicts of interest or other ethical issues may arise. They
do not constitute an exhaustive list.
Corporate Opportunity – No Board Member should receive personal financial benefit through
the use or misuse of confidential information in relation to the business of VCC. Examples of
situations that could contravene this policy are:
a) taking advantage, for personal gain, of a business opportunity known because of one’s
position with VCC;
b) speculating in any commodity or real estate that is or is likely to be acquired or required
by VCC; and
c) conducting any private business activity from or by using any VCC asset for personal
purposes, unless expressly authorized to do so, in writing.
Investment Activity – Board Members may not, directly or indirectly through associates, acquire
or dispose of any interest, including publicly traded shares, in any entity when in possession of
confidential information obtained in the performance of their duties with VCC that could affect
the value of such interest.
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Non-Profit Associations and Professional Associations – From time to time, a Board Member
may reach a position of leadership in a non-profit or professional association where he or she
may be viewed as a spokesperson for that group. In such situations, the Board Member should
take reasonable steps to ensure that when speaking on behalf of such an association he or she is
seen as speaking for the organization and not as a spokesperson of VCC.
Use of VCC Property – VCC assets must not be misappropriated for personal use by Board
Members. Board Members are entrusted with the care, management and cost-effective use of
VCC’s property, including the use of VCC’s name, and should not make use of these resources
for their own personal benefit or purposes. Board Members should ensure that any VCC
property assigned to them for business purposes is maintained in good condition, and should be
able to account for such property.
23.7. PROTOCOL FOR DEALING WITH CONFLICTS OF INTEREST
A Board Member has an obligation to declare a conflict of interest at the earliest possible time
and, in any event, prior to discussion or decision of an issue. Upon declaration of a conflict at, or
prior to, a Board meeting, the person recording the meeting’s proceedings notes the declaration
and the Board Member must:
a) refrain from further participation in any activities involved with the matter; and
b) absent him or herself from the proceedings during discussion or voting on that
particular matter, contract or arrangement.
Where a Board Member is unsure of whether he or she is in conflict, that Board Member should
raise the potential conflict with the Board, and the Board determines by majority vote whether
or not a conflict of interest exists. The Board Member with the potential conflict does not vote.
The Board Member absents him/herself during discussion and voting by the remaining Board
Members. Before doing so, the Board Member may give the Board a statement on his/her
opinion of whether a conflict exists. The Board Member may be asked to return only to answer
questions and clarify matters pertaining to the potential conflict. A Board Member who
perceives another member to be in conflict should identify the potential conflict to the Board at
the first opportunity. The Board determines by majority vote whether or not a conflict of
interest exists, and the person with the potential conflict does not vote.
Where a conflict of interest is discovered after consideration of a matter, the conflict must be
declared to the Board and appropriately recorded at the first opportunity. If the Board
determines that the Board Member’s involvement has, or could be perceived to have,
influenced the decision,44 the Board must re-examine the matter and may rescind, vary or
confirm its decision. Where a Board Member has been declared by vote to be in a conflict of
interest, and that Board Member is in disagreement with the Board’s decision, he or she may
44
An example of a situation where the Board Member has or could be perceived to have influenced a
decision is where the Board Member expressed his/her views to the other Board Members on the matter
in question.
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appeal the decision through the steps outlined below. Until the appeal process is completed, the
Board Member must not participate in any activities involved with the matter, and must absent
him or herself from any further discussions or voting on that particular matter.
23.8. CONFIDENTIALITY OF BOARD INFORMATION
Board confidentiality is essential to ensure that full and frank discussion of issues deemed as
confidential may take place in an atmosphere free from the risk of inappropriate disclosure. All
information shared by Board Members and those presenting information to the Board shall be
treated with utmost confidentiality, except when it is clearly understood that the information is
in the public domain.
VCC Board Members may only disclose confidential information to external third parties when
disclosure is authorized or required by law or an enactment in a court proceeding. Any other
external disclosure of confidential information is subject to prior approval of the Board Chair
and President.
23.9. ACCOUNTING PRACTICES AND COMMUNICATIONS
VCC’s policy is that strict compliance with prescribed accounting procedures and controls will be
practiced at VCC at all times. All assets, liabilities, income and expenses shall be correctly
identified and recorded in the appropriate books of account. No Board Member shall make any
false or misleading statement to internal or external auditors or conceal or omit information
necessary to make statements to such auditors meaningful. No Board Member will withhold any
books or records relevant to any subject under review from the internal or external auditors.
23.10.COMPLAINTS PROCEDURE45
VCC is committed to maintaining a workplace in which VCC can receive and address all
complaints regarding violations or perceived violations of the Code.
All complaints received by VCC in respect of the Code shall be referred to the Chair of the Board.
The Board Chair shall conduct (or cause to be conducted) such investigation as he or she
considers appropriate and retain any documentation obtained as part of the investigation. The
privacy of an individual who makes a complaint in respect of this Code will be respected as much
as is possible in the circumstances. Senior leadership is responsible for ensuring that any
individual who, in good faith, has made a disclosure of a breach or potential breach of this Code
does not suffer any adverse consequences as a result.
All disclosures will be kept confidential unless the matter disclosed constitutes an actual or
potential threat of serious harm to VCC, its students or employees or to the general public.
VCC prohibits discrimination, harassment or retaliation against anyone who provides
information or otherwise assists in an investigation or proceeding regarding an alleged breach of
the Code. An individual who legitimately, and in good faith, makes a complaint regarding a
45
VCC’s Whistleblower Policy and Procedure is applicable to Board Members and applies to Board
Members in respect of complaints of wrongdoing that do not fall within the scope of this Code.
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breach or perceived breach of the Code shall not, as a result of those activities, be discharged,
demoted, suspended, threatened or harassed, or otherwise discriminated or retaliated against
in the terms or conditions of employment or the terms of any contractual relationship with VCC.
However, since such allegation of impropriety may result in serious personal repercussions for
the subject of the complaint, the individual making the allegation of impropriety should have
reasonable and probable grounds before making a complaint and should undertake such
reporting in good faith, in the best interests of VCC, and not for personal gain or motivation.
Any individual who retaliates against a person who has made a complaint regarding the Code is
subject to discipline up to and including termination of that person's position on the Board.
In the event that an investigation reveals that a complaint was made frivolously or undertaken
for improper motives or in bad faith or without a reasonable basis, as determined by the Board,
appropriate disciplinary action may be taken.
23.11.PUNITIVE ACTION FOR BREACHES
Should a Board Member contravene any provision in this Code, the Board has the power to
impose punitive action, including one or more of the following:
a) issue a letter of reprimand;
b) for elected Board Members, make a recommendation that he or she resign from the
Board;
c) for appointed Board Members, make a recommendation to the Government that
the Board Member’s appointment be rescinded; or
d) pass a resolution (on a vote of at least a two-thirds majority of the Board) providing
the Lieutenant Governor in Council with the authority to remove a Board Member
from the Board for cause.46
23.12.EXEMPTION FROM CODE OF CONDUCT REQUIREMENTS
In extraordinary circumstances, where it is not contrary to the law and where it is clearly in the
best interests of VCC to do so, a Board Member may be exempted in writing from a requirement
of this Code following full and detailed disclosure by the Board Member of all material and
relevant circumstances respecting the matter. Conditions may be attached to an exemption, and
the Board will publicly disclose any exemptions from Code requirements.
If a Board Member is exempted from a requirement of this Code for the continuation of
circumstances that would otherwise be considered a conflict of interest, the Board Member
must refrain from participating in any way in any decision-making respecting the subject matter
of the conflict of interest except to the extent specifically authorized in the decision granting the
exemption.
46
College and Institute Act, s. 11(3).
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23.13.
ANNUAL DECLARATION
Board Members are required to annually complete the Form of Declaration set out below to
acknowledge that they have read and understand the Code.
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FORM OF ANNUAL DECLARATION FOR BOARD MEMBERS
Name:
This Statement discloses information as of
.
I have read and understood this Code of Conduct and I agree to comply with all of its terms.
A real, potential or apparent conflict with my duty as a Board Member of VCC may arise
because:
I,
(print name), declare that:
1.
Other than disclosed above, I do not have any relationships or interests that could
compromise, or be perceived to compromise, my ability to exercise judgment with a view
to the best interests of VCC.
2.
I have read and considered this Code of Conduct and agree to conduct myself in
accordance with its terms.
3.
I agree to promptly provide an updated Declaration annually or as may be required by
changed circumstances.
Signature
Print Name
Updated: February 2014
Date
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