Terms of Reference

1. General Purpose

The Board is legally responsible and accountable for the ongoing success and sustainability of the College and for its pursuit of the objects defined for it in the Act. The Board is expected to provide strategic leadership and stewardship of the College.

2. Key Governance Responsibilities: Vision, Purpose and Values

a) Annually review and continually uphold the Vision, Purpose and Values of the College.

b) Ensure that the College’s values are clearly stated and widely shared.

c) Provide transparency and adherence to Board by-laws and policies for decision-making.

3. Strategic Plans & Corporate Performance

a) Establishes the strategic plan the College and ensures that it is consistent with its mission, vision and values.

b) Ensure alignment between the College’s Strategic Plan and the Annual Business Plan over time.

c) Approve the annual business planning process.

d) Monitor the performance of the College against its plan(s).

e) Review results of external reviews of our operations and monitor appropriate follow-up plans.

4. Human Resources Accountability

a) Responsible for effective President and CEO recruitment, selection, evaluation, development and compensation.

b) Ensure, through the President and CEO, that the College develops and maintains a long-term comprehensive, human resource plan.

c) Ensure that policies and systems are in place to foster a learning culture and work environment that attracts and retains talented people.

d) Ensure that a succession plan is in place for the President and CEO’s position and that the President and CEO, in turn, has a succession plan in place for senior leadership and other key positions within the College.

5. Financial Accountability

a) The Board:

i) is responsible for the stewardship and allocation of financial resources.

ii) approves policies for financial planning, and approves the annual operating and capital budget.

iii) monitors and reviews financial performance against budget on a quarterly basis.

iv) approves investment policies and monitors compliance.

v) ensures the accuracy of financial information through oversight of management and approval of annual audited financial statements from an independent source.

vi) ensures management has put measures in place to ensure the integrity of internal controls.

vii) appoints an external auditor annually.

viii) reviews and approves material transactions.

ix) assists in securing appropriate resources for the College, where appropriate.

b) The prudent management of resources means that colleges are to balance expenditures with revenue sources when preparing and implementing a budget. Where an accumulated deficit is unavoidable in the opinion of the Board of Governors, Section 9 (2) of O. Reg. 34/03 requires the college to obtain the approval of the Minister of Training, Colleges and Universities and provide a plan to eliminate the deficit. It is expected that the plan would normally eliminate the deficit within the subsequent two fiscal years.

c) The College Board of Governors shall, at a minimum, ensure the College establishes policies and procedures that adhere to, or exceed, the policies and procedures in the Management Board of Cabinet Directives.

6. Performance Monitoring

The Board is responsible for establishing a process for monitoring and assessing operating performance in the following areas:

a) Reporting on its accountability, in accordance with regulations and policy directives issued under OCAAT Act, by providing to the government and the public:

(i) Strategic Plan: a 5-year multi-year strategic view of where the college is heading, to be updated at least every three years;

(ii) Business Plan: a plan that sets out, for each fiscal year, specific operational outcomes for the coming year within the context of the strategic plan and the resources allocated for the year (includes the annual budget);

(iii) Annual Report: report on the achievement of the operational outcomes established in the business plan, including the audited financial statements, to be prepared at the end of each fiscal year;

(iv) Key Performance Indicator (KPI) survey results: collection and publication of specific college information in relation to key provincial objectives as defined by the ministry.

b) Achievement of strategic goals, directions, key performance indicators;

c) Maintenance of financial integrity including a balanced budget;

d) Evaluation of the effectiveness of college programs and operations;

e) Management of the availability, maintenance and use of physical assets and facilities to support the college’s objects;

f) Effectiveness of relations and positive reputation with stakeholders;

g) Advisory College Council: The Board of Governors is to ensure that an advisory college council is established, the purpose of which is to provide a means for students and staff of the college to provide advice to the president on matters of importance to students and staff. The Board of Governors is to ensure that the structure, composition, terms of reference and procedures for the council are established in by-law. A report from this advisory council shall be included in each college’s annual report.

7. Quality Accountability

Require, through the President and CEO, that there be a process to measure and monitor the quality of the College and its programs as assessed through such standards that may apply.

8. Enterprise Risk Management

a) Understand the principal risks facing the College and the systems in place to mitigate/manage those risks; some of the specific areas are identified below.

b) Ensure, through the President and CEO, that effective management information systems, processes and internal controls are in place at all levels of the College.

9. Communications, Stakeholder Relations and Accountability

a) Ensure that the College has policies and systems in place to:

(i) protect and continuously enhance the College’s brand and reputation

(ii) maintain strong and effective relations with all stakeholders

(iii) develop and implement an advocacy plan linked to the College’s strategic priorities

(iv) monitor the effectiveness of the College’s communications and stakeholder relations policies and systems.

b) Annually, report to our stakeholders on the College’s progress towards all plans (strategic, financial, etc.).

c) Monitor the College’s compliance with all statutory reporting requirements.

10. Board Governance

a) Recruit high quality, diverse and competent leadership for the Board, through a rigorous nominations process, informed by an annual skills gap assessment.

b) Ensure that directors have a thorough initial orientation followed by ongoing opportunities to increase their capabilities as Governors of the College.

c) Annually establish goals for the work of the Board and organize/adapt the Board committees and meeting agendas to accomplish these goals.

d) Annually evaluate the performance of the Board, its Chair and its Committees.

e) Foster an effective relationship with the President and CEO and recognize the distinct roles of the Board and senior management.

f) Regularly review By-Laws, Governance Policies and Board practices in the context of evolving standards of governance in the post-secondary education sector.

11. Responsibilities of Individual Governors

a) The Board acts as a collective decisions-making body. Governors do not have any individual authority to make decisions on behalf of the College. Individual Governors do, however, have legal duties to live up to during their tenure on the Board and are also expected to participate in and contribute to the Board’s effective and efficient functioning.

The Act provides that a member of the Board shall, in exercising his or her powers and performing his or her duties, act honestly and in good faith in the best interests of College; and exercise the care, diligence and skill that a reasonably prudent person would in comparable circumstances.

b) Members of the Board have a fiduciary duty (i.e. occupy a position of trust) in relation to the College and its assets. In practical terms, this means that individual Governors are required to:

(i) act prudently and reasonably in the best interests of the College as a whole (versus the narrow interests of a particular stakeholder group);

(ii) place the interests of the College ahead of all other interests;

(iii) avoid any conflicts between personal interests and the interests of the College;

(iv) maintain the confidentiality of Board business;

(v) support the decisions made by the collective Board pursuant to its decision-making process (even where the individual Governor may have preferred a different outcome); and

(vi) act within the scope of applicable laws, regulations, by-laws and policies.

c) These obligations apply equally to all members of the Board, no matter how they came to be nominated to the Board.

12. Annual Work Plan

a) Meeting efficiency and effectiveness can be enhanced when the board adopts an annual work plan. An annual work plan is a document that identifies the work that the board needs to do over the course of the year, and ensures that such work is appropriately assigned to achieve the following objectives:

(i) The board effectively performs its role.

(ii) The agendas of meetings are balanced.

(iii) Work is done at the appropriate time in the year.

(iv) Committee work plans are aligned with the needs of the board and the board’s own work plan.

(v) Education sessions are complementary to the board’s work.

b) To effectively create an annual work plan, the board must begin by identifying the major decision items and areas of discussion that the board needs to undertake over the course of a year. Attention must then be given to which meetings are most appropriate for each item of “work” so that agendas are not too heavily loaded at any one meeting.

13. Legal Compliance

The Board ensures that appropriate processes are in place to effect compliance with legal requirements.