Purpose
This document has been developed to ensure understanding between the Board, management, and other partners with regard to the Board’s role. The document articulates the Board’s authority, responsibilities, and accountabilities, and serves as the basis for various Board activities. It is the foundation for the Board’s “work plan” and ensures that the Board’s responsibilities are reflected in its agendas. The document also provides a foundation for the Board’s evaluation of its effectiveness in carrying out those responsibilities.
The Board of Trustees
The members of the Board of Trustees are either appointed by the Board or are elected by various constituencies within the university community. Trustees are responsible for the stewardship of the business and affairs of the university, with appropriate regard to the roles and responsibilities of the University Senate, as led by the Principal. The Board discharges its responsibilities through reviewing and approving strategic planning for the university and overseeing the management of the university in support of the achievement of the university’s strategic goals and the appropriate use of its financial and other resources.
Although individual trustees may be elected by certain constituencies within the broader Queen’s community, they do not represent those constituencies. The best interests of the university as a whole must be their paramount consideration at all times.
Responsibilities
At its highest level, the role of the Board of Trustees is to exercise decision-making and oversight. The Board makes decisions with respect to the approval of strategic objectives and goals, the approval of significant actions, the search for and appointment of the Principal and Vice-Principals, and the establishment of foundational policies of the university, except as they regard matters within the authority of the Senate. The Board discharges its responsibility for overseeing the management of the university’s business by delegating to the university’s senior officers the responsibility for day-to-day management. The Board exercises oversight of key management decisions, the adequacy of systems
and controls, and the implementation of Board-approved policy.
To ensure fulfillment of these responsibilities, the Board of Trustees shall have appropriate and timely access to management through the Board Chair, Committee Chairs, and/or the Principal, as well as to independent legal, accounting, and other advisors.
Without limiting the broad expression of the role of the Board of Trustees within this document, the Board’s responsibilities include, though are not limited to, the following.
The Board will,
Senior Management
- Appoint the Principal and Vice-Principals, and delegate to senior management responsibility for the organization’s day-to-day operations; and,
- Through the Human Resources Committee,
- Evaluate the performance of the Principal against annually established goals; and,
- Ensure that management maintains a process that adequately provides for succession
- planning of senior management.
Ethical Leadership
-
Foster an ethical environment and ensure that the Principal and other senior officers manage the business and affairs of the university in an ethical and legal manner, and exhibit ethical leadership.
Strategic Direction and Risk Assessment
- Assess and approve management’s Strategy;
- Provide advice and input regarding strategic opportunities, issues, and circumstances that could threaten the University and its achievement of its strategic goals;
- Approve policies within which management will operate in relation to capital expenditures;
- acquisitions and dispositions; disclosure and communications; finance and investment; risk management; and human resources;
- Set organizational objectives consistent with strategy and provide feedback to senior administrators on oversight of organizational objectives;
- Review and discuss with management the process used to assess and manage risk, including the identification by management of the principal risks to the university and the implementation by management of appropriate systems to mitigate such risks to approved appetite levels; and,
- Confirm that processes are in place to address and comply with applicable legal, regulatory, and other compliance matters.
Financial Reporting and Management
- Review and approve the annual operating budget;
- With the assistance of the Audit and Risk Committee:
- Review and oversee the integrity of the university with respect to its compliance with applicable audit, accounting, and financial reporting requirements;
- Oversee the integrity of the university’s internal controls over financial reporting and management information systems;
- Appoint independent auditors, and oversee their qualifications and independence;
- Oversee the performance of the internal audit function and of the independent auditors; and,
- Approve the organization’s annual financial statements and related management discussion and analysis.
- With the assistance of the Finance, Assets, and Strategic Infrastructure Committee:
- Review financial performance results relative to established plans, budgets, and objectives; and,
- Oversee the execution of Major Capital Projects against approved scope and budgets.
Governance
- With the assistance of the Governance and Nominating Committee:
- Ensure that there exists an appropriate system of governance, including practices to facilitate the Board’s independence;
- Maintain a process of robust orientation for new trustees and continuing education for all Board members;
- Appoint the Chair of the Board and manage the plan for their succession;
- Ensure that the necessary Board committees are in place and approve: (i) any changes to their respective mandates, (ii) the mandate of any new committee, and (iii) the authority delegated to each committee;
- Monitor the composition of the Board to ensure effective decision-making while being mindful of the Board’s Diversity Statement and associated Action Plan, and the need to utilize a skills first approach to ensure the Board’s mandate is effectively discharged;
- Ensure there exist appropriate processes for the annual evaluation of Board and committee effectiveness, and the contributions of individual trustees; and
- Approve the nomination of trustees appointed by the Board.