We are writing to the UBC community in our roles as the new Chair of the Board of Governors and the Interim President to address some of the issues that have been raised recently regarding Board governance.
We take seriously the concerns expressed about Board governance at the University and we are committed to an ongoing evaluation of Board processes and the adoption of best practices. We are also committed to an open dialogue with the University community about Board governance and we welcome the opportunity to discuss concerns that have been expressed by inviting representatives of faculty, students and staff to the April 14 Board meeting.
To help inform the discussion, it is useful first to refresh our understanding of UBC’s governance arrangements. The University of British Columbia is constituted under the University Act of British Columbia. The Act establishes a “bicameral,” or shared, system of governance with a division of powers among four bodies: the Board of Governors, the Okanagan Senate, the Vancouver Senate, and the Council of Senates. The Senates and Council of Senates are vested with the academic governance of the University and include elected faculty members and students.
The Board derives its authority from and operates within the framework of the University Act. It is composed of 21 members: the Chancellor, the President, 11 members appointed by the Province (including two alumni recommended by the Alumni Association), three elected student members, three elected faculty members and two elected staff members, with elected members coming from both the Vancouver and Okanagan campuses. The Board experiences constant renewal, through the limited terms that individual governors may serve. Because of broad representation and specified term limits, the University has benefited from diverse views and opinions over the past 100 years.
There is a significant change in Board composition currently underway. John Montalbano resigned his position on the Board and as Board Chair in October 2015 and both Alice Laberge and Doug Mitchell have stepped down from the Board, completing their respective six-year term limits. In addition, Dr. Kenneth Fung recently resigned his position on the Board and Birgit Bennett has informed us of her intention not to stand for reappointment when her term expires later this month. We will be announcing their replacements shortly. We would like to take the opportunity to thank all of these Board members for their outstanding service to the University.
We are also pleased to welcome two new alumni Board members, Sandra Cawley and Kevin Smith. Both are distinguished alumni recommended by the Alumni Association and bring great experience and important skills to the Board. Sandra has been principal in Burgess, Cawley, Sullivan & Associates Ltd since 1988 and holds a Bachelor of Commerce degree from UBC. Kevin is Chief Financial Officer for the Intracorp Group of Companies, is a chartered accountant and holds a Bachelor of Science degree from UBC.
The Board of Governors is committed to always act in UBC’s best interests. Elected faculty, staff and student members as well as appointed members are all volunteers and serve UBC without remuneration. They are all full participants in the Board’s deliberations, with equal status, voice, and vote, and work together as a team to ensure the best possible environment for students, staff and faculty and to help advance UBC’s teaching and research mission.
Under the Act, the Board has responsibility for the management, administration and control of UBC’s property, revenue, business and affairs. The Board appoints the President and the President serves at the pleasure of the Board. The Act requires the Board to “meet as often as is necessary to transact the business of the Board and in any event at least once every three months.” The Board also has the power “to make rules for the meetings of the Board and its transactions.”
The UBC Board has five regularly scheduled meetings each year. The agendas along with discussion material for these meetings are published in advance on the Board’s website. These meetings are minuted and the minutes are also published on the Board’s website. In addition, the Board meets between those regularly scheduled meetings on an as-needed basis. Much of the work of the Board is performed by committees. Most of those committees have five regularly scheduled meetings each year and the agendas for these meetings are also published on the Board’s website. Committees also have additional meetings if necessary and some committees only meet as needed.
The Board and the Committees are charged with considering a variety of matters and typically have two sessions, open and closed. The Board is committed to the principle of accountability to the students, faculty, staff, and alumni and demonstrates this commitment by conducting much of its business at meetings which are open to the public. However, certain matters of a confidential nature need to be discussed in camera. Examples include confidential labour and personnel matters, sensitive commercial transactions, litigation and negotiation with third parties.
The recent inadvertent breach of privacy has understandably and regrettably caused some confusion about the events leading up to the resignation of Dr. Arvind Gupta. The inadvertently disclosed information was limited in nature and did not include all of the details surrounding the events. Given that neither of us was involved in these events, we consulted with external legal counsel regarding the process followed by the Board up to and including the Board Resolution accepting Dr. Gupta’s resignation. Counsel confirmed the following facts:
- Dr. Gupta, with the benefit of independent legal advice, resigned his position as President of UBC on July 31, 2015
- A Notice of Special Meeting of the Members of the Board was distributed on July 31, 2015 advising that there would be a special, in camera meeting held on August 7, 2015
- The notice was sent to all Governors, including Dr. Gupta. Dr. Gupta advised through his counsel that he would not be attending the meeting
- All members of the Board, except for Dr. Gupta, attended the August 7, 2015 meeting and after full deliberation the Board voted in favour of accepting Dr. Gupta’s resignation
Counsel has confirmed the Board acted at all times within its legal authority leading up to and in passing the resolution accepting Dr. Gupta’s resignation.
Within a relatively short period of 100 years, UBC has achieved an enviable record of accomplishment and success. This outstanding record is one that reflects the long-term strength of the bicameral form of governance and how it has served UBC well throughout the past century. Having said that, we are fully aware that we all must remain constantly vigilant to ensure that the overall governance of the University continues to advance the interests of the University. It is in this spirit of trust and respect, and with a renewed commitment to excellence in governance, that we ask for your support as we focus our efforts on the identification of our next President.
Working together, with our Board and Senates and in partnership with the entire University community, we are confident that UBC – the sixth highest ranked publicly funded university in North America (Times Higher Education World Universities Rankings 2015-16) – will move from strength to strength and achieve even higher levels of success.
Chair, Board of Governors
Interim President and Vice-Chancellor