Mandate and Charter

The Board of Governors must ensure that the University is well managed and that procedures are in place to review all aspects of its operations with a view to increasing quality.

The source of the Board’s authority and mandate is the British Columbia University Act, under which the Board of Governors is responsible for:

  • The general oversight of the University.
  • The management, administration and control of the property, revenue, business and affairs of the University.
  • The appointment of senior officials and faculty members (on the recommendation of the President).

Under the University Act, in particular Parts 6 and 10, it is the role of the Board of Governors to:

  • provide stewardship;
  • participate in setting the mission and strategic plan of the University;
  • appoint and support the President;
  • ensure the University’s future;
  • advocate on behalf of the University;
  • identify risks and internal controls;
  • ensure adequate resources and financial solvency;
  • set policy; and,
  • ensure good management and governance.

Although the University Act requires certain specific activities from the Board, the Board retains wide latitude for policy making for the University’s operation.

The general mandate of the UBC Board of Governors includes the responsibility to:

  • Determine the character and mission of the University.
  • Supervise succession planning processes at the University, including the selection, appointment, development, evaluation and compensation of the President as chief executive.
  • Oversee the effective and prudent operation of the University and assess performance against key performance indicators agreed with management, including:
    • approving and monitoring budgets and financial plans;
    • ensuring the University’s assets and resources are properly managed; and,
    • approving and monitoring subsidiaries.
  • Ensure adequate risk management procedures and associated internal controls are established and effectively maintained.
  • Oversee the establishment and effective operation of key policies consistent with legal requirements and the spirit of community expectations, justice and fairness.
  • Require and monitor compliance with applicable legislative and other obligations.
  • Effectively manage the Board’s own operations, including:
    • the election of the Board Chair;
    • orientation and professional development of Board members; and,
    • the proper execution by members of their fiduciary duties.

Strategy

It is the responsibility of the Board of Governors to:

  • Review and approve the University’s vision, mission and values.
  • Provide input, review and approve the University’s strategic plan.
  • Review and approve the University’s annual operating and capital plans and budgets.
  • Monitor, on a regular basis, performance against strategic and operational plans, with a focus on key risks and strategies.

Internal Controls & Financial Reporting

It is the responsibility of the Board of Governors to:

  • Ensure the integrity of the University’s internal controls and management information systems by establishing appropriate internal and external audit and control systems and by receiving regular status updates thereon.
  • Review all financial reports and related materials of the University prior to release and receive a detailed analysis of those reports from senior executives and the Audit Committee to assist in the review.
  • Oversee and ensure compliance with applicable legislative and University policy requirements, and ensure that systems are in place to ensure compliance on an ongoing basis.
  • Ensure financial results are reported fairly and in accordance with generally accepted accounting principles.
  • Ensure adequate procedures for managing conflicts of interest and internal grievances.

NOTE:  Provincial legislation precludes the University from operating in a deficit position.

University Act, section 29(1):  The board must not incur any liability or make any expenditure in a fiscal year beyond the amount unexpended of the grant made to the university and the estimated revenue of the university from other sources up to the end of and including that fiscal year, unless an estimate of the increased liability or over-expenditure has been first approved by the Minister of Advanced Education and the Minister of Finance

Risk Management

It is the responsibility of the Board of Governors to:

  • Understand the key risks affecting the University’s operations.
  • Conduct regular reports and assessments to ensure that management has established appropriate systems to manage these risks.
  • Receive regular reports on the management of material risks to the University.

In particular, the Board will review with the Administration (through the Audit Committee) the policies and procedures that are in place to identify, manage and monitor material risk including, but not limited to:

  • disaster preparedness;
  • risks of low probability with high impact;
  • operational risks of medium probability with low and medium impact; and,
  • such other risk issues of concern to the Board and the Administration.

The President, the Vice-President Finance & Operations (and where appropriate, University Counsel), are responsible for establishing processes, procedures and mechanisms by which key matters of risk are identified, and for ensuring that strategies are developed to manage such risks.

Monitoring and Reporting

It is the responsibility of the Board of Governors to:

  • Direct the Administration to develop, implement and maintain reporting systems that accurately measures the University’s performance against the performance expectations set out in its strategic and operational plans.
  • Monitor the University’s progress towards the objectives set out in the strategic and operational plans.
  • Revise and alter direction through the Administration, in light of changing circumstances.
  • Report annually to the public and stakeholders on the University’s progress towards achieving the objectives set out in its strategic and operational plans.

Code of Conduct and Ethics

It is the responsibility of the Board of Governors to:

  • Approve and monitor, through the Administration, compliance with the policies, bylaws and procedures that govern University operations.
  • Approve and act as a guardian of the University’s values.
  • Direct the Administration to ensure that the University operates at all times within applicable laws and regulations, and to the highest ethical and moral standards.

The Board shall promote a culture of integrity at the University through its own actions, its interaction with senior executives and external parties, and through the selection and review of the President.

Each Governor shall act in the highest ethical manner and with integrity in all professional dealings.

Human Resources

It is the responsibility of the Board of Governors to:

  • Appoint and replace the President as appropriate, and monitor and evaluate the President’s performance.
  • Approve the President’s compensation.
  • Provide advice and counsel to the President in the execution of the President’s duties.
  • Review Human Resources strategies and processes for recruitment, appointment and compensation of senior management, acting upon the advice of the President.
  • Ensure plans are made for management succession and development, including:
  • criteria and processes for recognition, promotion, development and appointment of management, consistent with the future leadership requirements of the University; and,
  • criteria and processes for recognition, promotion, development and appointment of management, consistent with the future leadership requirements of the University.

Signing Authority & Signing Resolutions

Section 27 of the University Act gives the Board of Governors the following powers with respect to signing authority:

  • to appoint a secretary and committees it considers necessary to carry out the Board’s functions, including joint committees with the Senate, and to confer on the committees power and authority to act for the Board; and,
  • to enter into agreements on behalf of the University.

Signing Resolutions designate and authorize by resolution an officer or officers of the University to sign legally binding documents on behalf of the University.

Communications

It is the responsibility of the Board of Governors to ensure the University has a plan in place to communicate effectively with faculty, students, stakeholders and the public, and to accommodate feedback from those parties.

Speaking on Behalf of the University

The President, or her/his designate, is the spokesperson for the University.

The Chair of the Board only is the spokesperson for the Board and, in this connection, the Chair consults the President.

The Chair will seek guidance from the Board of Governors, in consultation with the President, to determine the items which will be released publicly.

Public Statements on Matters not discussed at Meetings

Board members who are concerned about University policies, practices, or procedures are encouraged to bring such matters to the Board for discussion.

Prior to such discussion, members should exercise discretion in any comments which they find necessary to make in public.

Letters to the Board

Letters addressed to the Board of Governors are forwarded immediately on receipt to the Board Chair, and are circulated to all Governors at the next Board meeting, as per a November
2003 Board of Governors resolution. The Board Secretary may, at her/his discretion, refer letters that have been inappropriately addressed to the appropriate person or authority.