Duties of Governors under the Code

The Board of Governors, collectively, are entrusted with the management, administration and control of the property, revenue, business and affairs of the University.

Governors’ duties are set out in the University Act and established by common law. Taken together, the fundamental duties of Governors include the following:

Fiduciary Duty: Governors must act honestly and in good faith with a view to serving the best interests of the University. In placing the University’s interests ahead of their own personal interests, each Governor is required to:

  • be honest in his or her dealing with the University and others on behalf of the University;
  • disclose to the Board any personal interests that he or she holds that may conflict with the interests of the University in accordance with the requirements set out in the Code;
  • remain impartial and loyal to the best interests of the University and not act as a delegate or representative of any interest, stakeholder, or group;
  • maintain the confidentiality of information submitted to the Governor in confidence, and in accordance with the requirements set out in the Code and any applicable policies; and,
  • respect the Board and Board decisions, and avoid undermining any decision of the Board, regardless of whether the Governor agrees with or voted for the decision.

Duty of Care: Governors must exercise the degree of care, skill, and diligence reasonably expected from a person having his or her knowledge and experience.

Duty of Knowledge: Governors must be familiar with and generally knowledgeable about:

  • the University’s mandate, goals, objectives, and operations;;
  • the community, business and political environments within which the University operates;
  • the relevant legislation applicable to the University and Governors; and,
  • the current governance policies and practices of the University.

Duty of Compliance: Governors must comply with all applicable laws and regulations and with policies applicable to Governors, including the Code.

Duty to Disclose: Governors must disclose information within their knowledge that is of significance to the University.