Board of Governance Framework

Introduction

The Red River College Polytechnic Board Governance Framework summarizes the responsibilities and fiduciary duties of the Board of Governors and the requirements for the College Administration regarding board approvals, consultation and providing information.

The Board of Governors is the independent corporate governing body of RRC Polytech that is accountable to the Manitoba Government. The ability of the Board to work closely with the College Administration, while functioning with a perspective independent of the Administration, is central to sound governance.

The Board’s role is primarily strategic and it is removed from the day-to-day decision making of RRC Polytech. The Administration’s role is to present information, seek advice, and request approvals by the Board. The Board is expected to scrutinize proposals and challenge management assumptions.

Membership on the Board of Governors is based on the principle of participation rather than representation. Governors are expected to vote according to their individual consciences rather than as representatives of any particular interest group. Each member is called upon to exercise their judgment and the independence of their position in helping to formulate the Board’s decisions to approve, reject, or request deferral of the proposals brought by the Administration. An effective relationship between the Board and the Administration is key to how well the Board fulfills its responsibilities and how well the College achieves its mandate.

Fiduciary Duties of Members of the Board Of Governors

Board members are subject to the duties imposed on them by The Red River College Polytechnic Act. and common law by virtue of Red River College Polytechnic’s status as a not-for-profit organization. So long as their actions are exercised honestly, in good faith, with reasonable care based on sound business judgment, and in the best interest of the College, Governors are protected from legal liability and indemnified against financial penalty arising from any legal action. RRC Polytech is indemnified by the Province of Manitoba.

Board members are required to comply with the Board of Governors policy on Code of Conduct and Conflict of Interest that includes the completion of an annual conflict of interest declaration.

Board Committees and the Role of the Chair and Vice-Chair

The committees of the Board of Governors assist the Board with its job and recommend decisions for the Board’s consideration. They do not grant approvals on behalf of the Board unless the Board has delegated a specific approval to a committee. Committees may provide advice and direction to the Administration on minor non-governance matters such as information requests and meeting dates and agendas.

The Board Chair has primary responsibility for conducting Board meetings. The Chair, on direction by the Board, also acts as the primary communication link between the Board, the College President and the government, and acts as spokesperson for the Board. The Chair does not direct the President, with the exception of approvals related to Presidential Expenses, and may provide an opinion on matters if requested by the President.

The Board Vice-Chair performs duties as assigned by the Board. In the absence of the Chair, the Vice-Chair performs such duties and has all of the powers of the Chair.

The following table outlines Actions required by the: Board of Governors, Board Committees, and Board Chair / Vice-Chair.

Miscellaneous Approvals – Board of Governors

Actions	Responsible Administrator
Approval Annual Board of Governors Regular Meeting Schedule	Board Executive Administrator
Approval Appointment of Board Members to Board Committees	Board Executive Administrator
Approval Appointment of College Officers – Chief Executive Officer (President) – Secretary (Executive Administrator to the Board) – Treasurer (Vice-President, Finance and Administration	Board Executive Administrator
Approval Board of Governors By-Laws – Amendments Board of Governors By-Laws – New	Board Executive Administrator
Approval Board of Governors By-Laws – Amendments Board of Governors By-Laws – New	Board Executive Administrator
Approval Board Member Absence Authorization	Board Executive Administrator
Approval Execution of Documents Resolution	Board Executive Administrator
Approval Honorary Degree/Diploma Recipients	Vice-President, Academic and Research
Approval Honorary Naming Proposals – Facilities and Programs a) all Honorary Naming proposals for major facilities and programs, b) all proposed withdrawals of an Honorary Naming of a major facility or program.	Executive Director, Advancement
Approval Philanthropic Naming Agreements – Facilities and Programs a) all Philanthropic Naming proposals for major signature gifts ($1,000,000 level and above), b) any Philanthropic Naming proposal that may imply endorsement by the College of a partisan, religious or ideological position, c) any Philanthropic Naming proposal for a term that exceeds 25 years, d) all proposed terminations by the College of a Philanthropic Naming agreement.	Executive Director, Advancement
Approval Previous Board Meeting Minutes	Board Executive Administrator
Approval Proposals / submissions to Government related to sensitive matters or areas of interest to the Board.	Board Executive Administrator
Approval Strategic Plan Strategic Plan – Amendments	President
Approval Strategic Plan Key Performance Indicators for Reporting to the Board of Governors KPI’s – Amendments	President

Financial Approvals – Board of Governors

Actions	Responsible Administrator
Approval Agreements – Real Property – documents relating to the purchase, sale, mortgaging or re-zoning of land; – licenses to use, leases and commitments of real property or facilities owned by the College for a term exceeding 20 years, other than easements or mineral rights.	Vice-President, Finance and Administration
Approval Agreements – In excess of $500,000 – for the construction or renovation of a building, the design of a building, or the retention of a project manager for a building project or any project manager in cases where the total contract cost is in excess of $500,000 UNLESS: i. the project budget and project plan has previously been approved by the Board; and ii. the Agreement has been tendered and is within the approved project plan and project budget.	Vice-President, Finance and Administration
Approval Agreements – In excess of $500,000 – for the rental, hiring or purchase of goods or services in cases where the total value of rentals, hire payments or purchase price, including amendments and potential extensions, exceeds $500,000 UNLESS: i. they are considered part of ongoing operations such as utilities, insurance, software maintenance and other renewals as per the parameters of existing contracts deemed prudent by College management; ii. they are to address an unforeseeable situation of urgent timelines or emergency events (e.g. building or systems failure, damage or disruption that could result in significant costs if not addressed in a timely manner, endangerment to health and safety of the College community).	Vice-President, Finance and Administration
Approval Other Agreements – agreements for untendered contracts that are not in compliance with College Purchasing Policy – M1; – bonds, debentures or other securities issued by the College for or in connection with the borrowing of money; – loans given by the College to a third party; and guarantees by the College of loans and obligations.	Vice-President, Finance and Administration
Approval Annual ORE Preliminary Estimates Submission to Government	Vice-President, Finance and Administration
Approval Appointment of External Auditor	Vice-President, Finance and Administration
Approval Banking Resolutions	Comptroller
Approval Draft Budget – April 1 to March 31	Vice-President, Finance and Administration
Approval Financial Statements of RRC for the Year Ended March 31	Comptroller
Approval Schedule of Compensation for RRC for the Year Ended December 31	Comptroller
Approval Tuition and Fees Proposal – April 1 to March 31	Vice-President, Finance and Administration

Investment Committee Approvals – Board of Governors

Actions	Responsible Administrator
Approval Appointment of Investment Committee Chair	Board Executive Administrator
Approval Appointment of Investment Committee Members	Vice-President, Finance and Administration
Approval Investment Committee Policy Statement – Includes Investment Committee Terms of Reference (Appendix A) – Includes Trust and Endowment Funds Spending Policy (Appendix B)	Vice-President, Finance and Administration
Approval Proposed changes to the spending rate range set out in the Trust and Endowment Funds Spending Policy.	Vice-President, Finance and Administration

Presidential Matters Approvals – Board of Governors

Actions	Responsible Administrator
Approval Appointment of an Acting Chief Executive Officer in the event of a sudden loss of presidential services.	Board Executive Administrator
Approval Appointment of a Presidential Search Committee	Board Executive Administrator
Approval Permission for President to conduct courses or undertake consulting work for personal remuneration.	Board Executive Administrator
Approval President’s Annual Performance Review Report Proposed Annual Merit Increment for President President’s Annual Performance Objectives	Board Executive Administrator
Approval Proposals to employ, terminate, discipline or change the conditions of employment of the President.	Board Executive Administrator
Approval Proposed changes or renewal of President’s Employment Agreement	Board Executive Administrator

Receipt of Information – Board of Governors

Actions	Responsible Administrator
Information Agreements – In excess of $500,000 that do not require prior Board approval: – that are considered part of ongoing operations such as utilities, insurance, software maintenance and other renewals as per the parameters of existing contracts deemed prudent by College management; – that are to address an unforeseeable situation of urgent timelines or emergency events (e.g. building or systems failure, damage or disruption that could result in significant costs if not addressed in a timely manner, endangerment to health and safety of the College community).	Vice-President, Finance and Administration
Information Board Committee Minutes	Board Executive Administrator
Information Board Self Assessment Survey Results	Board Executive Administrator
Information Comprehensive Campaign – Report to the Board	Executive Director, Advancement
Information Enrolment – Report to the Board	Vice-President, Finance and Administration
Information Legislative Compliance – Report to the Board	General Counsel
Information Parking and Traffic Rules and Regulations – Amendments	Vice-President, Finance and Administration
Information Quarterly Financial Reports	Vice-President, Finance and Administration
Information Strategic Plan Key Performance Indicators – Report to the Board	President

Informal Information – Board of Governors

Actions	Responsible Administrator
Information that may be shared between regular meetings as appropriate: – anticipated adverse media coverage about the College; – significant issues including but not limited to labour relations, legal matters and critical incidents involving students, staff and RRC campuses.	Board Executive Administrator / President
Information that may be shared in any manner deemed appropriate by the President: – personnel changes within the Senior Leadership Team; – new developments at RRC that the President considers significant; – relevant trends anticipated to impact the College.	President
Monthly / Regular Reports at Regular Board Meetings	Board Executive Administrator

Actions – Executive Committee

Actions	Responsible Administrator
Approval Annual Board Self Assessment Questionnaire	Board Executive Administrator
Approval Previous Committee Meeting Minutes	Board Executive Administrator
Approval Public Reporting of Presidential Expenses – Changes to Quarterly Report Format	President
Information Annual Board Communications Report	Board Executive Administrator
Information Presidential Expenses Annual Report	President
Informal Information Significant issues including but not limited to labour relations, legal matters and critical incidents involving students, staff and RRC campuses.	Board Executive Administrator / President
Direction To conduct investigations involving significant HR matters in response to correspondence to the Board.	Chief Human Resource Officer
Referral To respond to correspondence to the Board regarding College operations and academic matters.	President
Review Committee Terms of Reference Board Policy – Delegation to the Executive Committee	Board Executive Administrator
Review Annual Board Work Plan Upcoming Board Meeting Agenda Items	Board Executive Administrator
Review and Recommendations Annual Board of Governors Regular Meeting Schedule Appointment of Board Members to Board Committees Appointment of Investment Committee Chair Results of Annual Self Assessment Survey	Board Executive Administrator
Review and Recommendations Matters pertaining to the President’s employment agreement. Negotiation with the President regarding terms and conditions of their employment agreement.	Board Executive Administrator
Review and Recommendations President’s Annual Performance Review Report Proposed Annual Merit Increment for President President’s Annual Performance Objectives	Board Executive Administrator

Actions – Finance and Administration Committee

Actions	Responsible Administrator
Approval Previous Committee Meeting Minutes	Board Executive Administrator
Approval Procedures related to Board Policy 4.6 – Presidential Expenses	Vice-President, Finance and Administration
Review Annual Committee Meeting Schedule	Vice-President, Finance and Administration
Review Committee Terms of Reference	Board Executive Administrator
Review Public Interest Disclosure Act (PIDA) Report	Vice-President, Finance and Administration
Review Quarterly Financial Reports	Vice-President, Finance and Administration
Review and Recommendations Agreements – Real Property Agreements – In excess of $500,000 that meet criteria Other Agreements that meet criteria Annual ORE Preliminary Estimates Submission Appointment of External Auditor Draft Budget – April 1 to March 31 Tuition and Fees Proposal – April 1 to March 31	Vice-President, Finance and Administration / Comptroller
Review and Recommendations Financial Statements of RRC for the Year Ended March 31 Schedule of Compensation for RRC for the Year Ended December 31	Comptroller

Actions – Board Chair / Vice Chair

Actions	Responsible Administrator
Approval Board Member Expense Claims Board Chair Expense Claims	Board Executive Administrator
Approval President’s Expense Claims	Board Executive Administrator
Approval President’s Preauthorization for Travel	Board Executive Administrator
Approval President’s Preauthorization for Professional Development Tuition, Fees and Related Travel Expenses	Board Executive Administrator
Review Annual Review of Board Compliance with President’s Employment Agreement	Board Executive Administrator