Communication and Interaction
Governors are expected to participate fully and frankly in the deliberations and discussions of the Board and its Committees. They are expected to apply informed and reasoned judgment to each issue that arises, and express opinions, ask further questions and make recommendations that they think are necessary or desirable, and in the best interest of the University.
During deliberations, Governors are expected to present their views in a clear, organized and relevant manner, show respect for others and exercise tolerance for other perspectives, and be adaptable, flexible and open minded in the consideration and implementation of change.
When considering decisions, Governors should assess issues from many perspectives and consider the impact of decisions on the University’s internal and external environments (e.g., faculty, students, staff, stakeholders, community).
Knowledge
Governors must devote the necessary time and attention required to make informed decisions on issues that come before the Board. While management will provide Governors with all of the information deemed needed in order to discharge their responsibilities, Governors have a responsibility to ask for all information they believe necessary to make an informed decision.
Governors are expected to be generally knowledgeable about the University’s mandate, goals and objectives, and operations. Governors must also maintain an understanding of the community, business and political environments within which the University operates.
Governors are expected to be knowledgeable about their statutory and legal obligations.
Governance versus Management
Governors are expected to understand the difference between their governance role and the Administration’s operational role.
Broadly speaking, a member of the UBC Board of Governors has two fundamental legal obligations – Fiduciary Duty and Duty of Care:
Fiduciary Duty
A Governor is required to act honestly and in good faith with a view to serving the best interests of the University.
Key elements of this legal responsibility:
- a Governor must act in the best interests of the University and not in his or her self interest or in the interest of others
- a Governor must disclose to the Board any personal interests that he or she holds that may conflict with the interests of the University
- a Governor cannot take personal advantage of opportunities that come before him or her in the course of performance of his or her duties as a Board member unless the opportunity and the interest is disclosed and the University explicitly permits it
- a Governor must keep confidential information confidential in accordance with the requirements set out in the Code of Conduct and Conflict of Interest Guidelines for the Board of Governors
A Governor elected or appointed due to position or familiarity with related or stakeholder interests and concerns is not a delegate or democratic representative of any interest or group. While such a Governor may express and take into account those interests and concerns, nothing in the Code, or in the circumstances of a Governor’s election or appointment, relieves any Governor from the duty to act in the best interests of the University and with a view to advancing its welfare.
Elected Governors faced with the possibility of conflict between the interests of the constituency that elected them and the interests of the University are bound to act in the best interest of the University.
Duty of Care
In discharging his/her responsibilities, each Governor must exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances. This means:
- A Governor must be proactive in the performance of his or her duties: attending meetings, participating in a meaningful way, and being vigilant to ensure the University is being properly managed.
- The expectations of a Governor will depend upon the skills and experience that the Governor brings to the Board relative to the particular matter(s) under consideration.
Governors shall act in the highest ethical manner and with integrity in all professional dealings.
Public Statements
Each Governor has an important role as an ambassador of the University, but should not speak on behalf of the University. The President and such other persons who may be designated by the President (such as the Director of UBC Public Affairs) are the spokespersons for the University.
The Board Chair is the only spokesperson for the Board of Governors and, in this connection, the Board Chair consults the President.
Requests for Information — From Governors
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, Governors should exercise discretion in any comments which they find necessary to make on such matters to persons who are not Governors.
Requests from Governors for information should be raised at the regularly scheduled meetings of the Board or with the President between such meetings. In the absence of the President, requests may be directed to the Board Secretary.
Requests for Information — To Governors
Governors will be approached either personally or by letter from time to time by students, faculty members, staff members and members of the public with requests for information about University affairs, and will receive possible complaints about University operations or suggestions for the consideration of the University.
All such matters should be referred immediately to the Board Secretary, who will direct the request to the Board Chair or to the Administration, as appropriate.
