UNIVERSITY OF VIRGINIA BOARD OF VISITORS MEETING ON BUSINESS MATTERS AUGUST 17, 2015 BOARD MEETING ON BUSINESS MATTERS Monday, August 17, 2015 8:30 – 9:30 a.m. Forum Room, Miller Center AGENDA PAGE I. II. III. ACTION ITEMS (Mr. Goodwin) A. Proposed Legislation (President Sullivan) B. Faculty Representative to the Board 1 10 DISCUSSION ITEM (Mr. Goodwin) Committee Structure 11 ATTACHMENTS A. Chart: Proposal to Reorganize Committee Structure B. Board Committee Charges – Proposal C. Code of Virginia § 23-9.2:4.1 on Faculty Representatives UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: August 17, 2014 COMMITTEE: Full Board AGENDA ITEM: I.A. Proposed Legislation: Amending the Code of Virginia to provide institutional review boards greater flexibility in the oversight of certain human subject research BACKGROUND: Currently, human subject research funded and/or regulated by a federal agency is governed by federal regulations, and institutions that conduct federally-funded research must accept the terms of a federal wide assurance (FWA) in which they commit to comply with the requirements in the Department of Health and Human Services’ (DHHS) Protection of Human Subjects regulations, also known as the Common Rule. Until recently, it had been common practice, but not a requirement, for institutions, including the University, to voluntarily extend the FWA, and thus the requirements of the Common Rule, to all research regardless of the funding source. In an effort to provide greater flexibility in the oversight of non-federally-funded research and to avoid various administrative burdens associated with the Common Rule, institutions in other states have changed their practices and no longer extend the FWA to non-federally funded research. Current law in Virginia, however, includes provisions for human subject research to which institutions are subject if they do not follow federal regulations. Some existing provisions in the Code of Virginia impose greater restrictions than federal regulations, while others differ only slightly. In an effort to increase efficiency and reduce unnecessary administrative requirements, the University proposes amending the provisions in the Code of Virginia relating to human subject research to grant greater flexibility in the oversight of research that is not funded or regulated by a federal agency. The proposed changes will allow institutional review boards (IRBs) in Virginia to streamline processes for non-federally funded, low-risk human subject research and will reduce the time dedicated to administering and processing low-risk research. This will in-turn provide IRBs additional time to dedicate to higher-risk research. Because the proposed legislation will have an impact on human subject IRBs across the Commonwealth, 1 the Office of the Vice President for Research has discussed the University’s proposal with IRB personnel at several other institutions, and has received their support. DISCUSSION: The University seeks to introduce legislation for consideration during the 2016 Session of the General Assembly to amend §§ 32.1-162.16 through 32.1-162.19 of the Code of Virginia to provide institutional review boards greater flexibility in the oversight of non-federally funded, low-risk human subject research. The proposed amendments are underlined in the body of the resolution. ACTION REQUIRED: Approval by the Board of Visitors LEGISLATIVE PROPOSAL TO AMEND CODE OF VIRGINIA SECTIONS 32.1162.16 through and 32.1-162.19 RESOLVED, the Board of Visitors approves and endorses amending the Code of Virginia as it pertains to research with human subjects. The proposed amendments to §§ 32.1-162.16 through 32.1162.19 of the Code of Virginia are as follows: § 32.1-162.16. Definitions. As used in this chapter, unless the context requires a different meaning: "Human research" means any systematic investigation, including research development, testing and evaluation, utilizing human subjects, that is designed to develop or contribute to generalized knowledge. Human research shall not be deemed to include research exempt from federal research regulation pursuant to 45 C.F.R. § 46.101(b). “Human subject” means a living individual about whom an investigator (whether profession or student) conducting research obtains data through intervention or interaction with the individual, or identifiable private information. "Informed consent" means the knowing and voluntary agreement, without undue inducement or any element of force, fraud, deceit, duress, or other form of constraint or coercion, of a person who is capable of exercising free power of choice. For the purposes of human research, the basic elements of information necessary to such consent shall include: 2 1. A reasonable and comprehensible explanation to the person of the proposed procedures or protocols to be followed, their purposes, including descriptions of any attendant discomforts, and risks and benefits reasonably to be expected; 2. A disclosure of any appropriate alternative procedures or therapies that might be advantageous for the person, if applicable; 3. An instruction that the person may withdraw his consent and discontinue participation in the human research at any time without prejudice to him; 4. An explanation of any costs or compensation which may accrue to the person and, if applicable, the availability of third party reimbursement for the proposed procedures or protocols; and 5. An offer to answer and answers to any inquiries by the person concerning the procedures and protocols. "Institution" or "agency" means any facility, program, or organization owned or operated by the Commonwealth, by any political subdivision, or by any person, firm, corporation, association, or other legal entity. "Legally authorized representative" means, in the following specified order of priority, (i) the parent or parents having custody of a prospective subject who is a minor, (ii) the agent appointed under an advance directive, as defined in § 54.1-2982, executed by the prospective subject, provided the advance directive authorizes the agent to make decisions regarding the prospective subject's participation in human research, (iii) the legal guardian of a prospective subject, (iv) the spouse of the prospective subject, except where a suit for divorce has been filed and the divorce decree is not yet final, (v) an adult child of the prospective subject, (vi) a parent of the prospective subject when the subject is an adult, (vii) an adult brother or sister of the prospective subject or (viii) any person or judicial or other body authorized by law or regulation to consent on behalf of a prospective subject to such subject's participation in the particular human research. For the purposes of this chapter, any person authorized by law or regulation to consent on behalf of a prospective subject to such subject's participation in the particular human research shall include an attorney in fact appointed under a durable power of attorney, to the extent the power grants the authority to make such a 3 decision. The attorney in fact shall not be employed by the person, institution, or agency conducting the human research. No official or employee of the institution or agency conducting or authorizing No person directly involved in the conduct or approval of the research shall be qualified to act as a legally authorized representative. "Minimal risk" means that the risks of harm anticipated in the proposed research are not greater, considering probability and magnitude, than those ordinarily encountered in daily life or during the performance of routine physical or psychological examinations or tests. "Nontherapeutic research" means human research in which there is no reasonable expectation of direct benefit to the physical or mental condition of the human subject. § 32.1-162.17. Exemptions. The following categories of human research are exempt from the provisions of this chapter: 1. Activities of the Virginia Department of Health conducted pursuant to § 32.1-39; 2. Research or student learning outcomes assessments conducted in educational settings involving regular or special education instructional strategies, the effectiveness of or the comparison among instructional techniques, curricula, or classroom management methods, or the use of educational tests, whether cognitive, diagnostic, aptitude, or achievement, if the data from such tests are recorded in a manner so that subjects cannot be directly identified, directly or through identifiers linked to the subjects; 3. Research involving survey or interview procedures that involves no procedures which place the subject at risk for physical or psychological harm, and only involves non-invasive activities, survey, interview or focus group procedures, unless responses are recorded in such a manner that the subjects can be identified, directly or through identifiers linked to the subjects, and either (i) the subject's responses, if they became known outside the research, could reasonably place the subject at risk of criminal or civil liability or be damaging to the subject's financial standing or employability or (ii) the research deals with sensitive aspects of the subject's own behavior, such as sexual behavior, drug or alcohol use, or illegal conduct; 4 4. Research involving survey or interview procedures, when the respondents are elected or appointed public officials or candidates for public office; 5. Research involving solely the observation of public behavior, including observation by participants, unless observations are recorded in such a manner that the subjects can be identified, directly or through identifiers linked to the subjects, and either (i) the observations recorded about the individual, if they became known outside the research, could reasonably place the subject at risk of criminal or civil liability or be damaging to the subject's financial standing or employability or (ii) the research deals with sensitive aspects of the subject's own behavior, such as sexual behavior, drug or alcohol use, or illegal conduct; and 6. Research involving the collection or study of existing data, documents, records, pathological specimens, or diagnostic specimens, (i) if these sources are publicly available or if; (ii) if the information is recorded by the investigator in a manner so that subjects cannot be identified, directly or through identifiers linked to the subjects; or (iii) if the information is recorded in a manner so that the subjects could be identified, the information is protected from disclosure through required compliance with applicable institutional policies, state statutes, and federal regulations that mandate security provisions to protect the confidentiality of the information. § 32.1-162.18. Informed consent. A. In order to conduct human research in this Commonwealth, informed consent must be obtained if the person who is to be the human subject is as follows: (i) capable of making an informed decision, then it shall be subscribed to in writing by the person and witnessed; (ii) incapable of making an informed decision, as defined in § 54.1-2982, at the time consent is required, then it shall be subscribed to in writing by the person's legally authorized representative and witnessed; or (iii) a minor otherwise capable of rendering, then it shall be subscribed to in writing by the minor’s legally authorized representative, unless the minor is permitted to render informed consent because of emancipated status under § 16.1-333 or deemed adult status under § 54.1-2969, then it shall be subscribed to in writing by both the minor and his legally authorized representative. The giving of consent by a legally authorized representative shall be subject to the provisions of subsection 5 B of this section. If two or more persons who qualify as legally authorized representatives and have equal decision-making priority under this chapter inform the principal investigator or attending physician that they disagree as to participation of the prospective subject in human research, the subject shall not be enrolled in the human research that is the subject of the consent. No informed consent form shall include any language through which the person who is to be the human subject waives or appears to waive any of his legal rights, including any release of any individual, institution, or agency or any agents thereof from liability for negligence. Notwithstanding consent by a legally authorized representative, no person shall be forced to participate in any human research if the investigator conducting the human research knows that participation in the research is protested by the prospective subject. In the case of persons suffering from organic brain diseases causing progressive deterioration of cognition for which there is no known cure or medically accepted treatment, the implementation of experimental courses of therapeutic treatment to which a legally authorized representative has given informed consent shall not constitute the use of force. B. A legally authorized representative may not consent to nontherapeutic research unless it is determined by the human research committee that such nontherapeutic research will present no more than a minor increase over minimal risk to the human subject. A legally authorized representative may not consent to participation in human research on behalf of a prospective subject if the legally authorized representative knows, or upon reasonable inquiry ought to know, that any aspect of the human research protocol is contrary to the religious beliefs or basic values of the prospective subject, whether expressed orally or in writing. A legally authorized representative may not consent to participation in human research involving nontherapeutic sterilization, abortion, psychosurgery or admission for research purposes to a facility or hospital as defined in § 37.2-100. C. Except as provided elsewhere in this chapter, no investigator may involve a human being as a subject in research covered by this chapter unless the investigator has obtained the legally effective informed consent of the subject or the subject's legally authorized representative. An investigator shall seek such consent only under circumstances that provide the prospective subject or the legally authorized representative sufficient opportunity to consider whether or not to participate 6 and that minimize the possibility of coercion or undue influence. D. The human research review committee may approve a consent procedure which omits or alters some or all of the basic elements of informed consent, or waives the requirement to obtain informed consent, if the committee finds and documents that (i) the research involves no more than minimal risk to the subjects; (ii) the omission, alteration or waiver will not adversely affect the rights and welfare of the subjects; (iii) the research could not practicably be performed without the omission, alteration or waiver; and (iv) after participation, the subjects are to be provided with additional pertinent information, whenever appropriate. E. The human research review committee may waive the requirement that the investigator obtain written informed consent for some or all subjects, (i) if the committee finds that the only record linking the subject and the research would be the consent document and the principal risk would be potential harm resulting from a breach of confidentiality or (ii) that the research presents no more than minimal risk of harm to subjects and involves no procedures for which written consent is normally required outside of the research context. The committee may require the investigator to provide the subjects with a written statement explaining the research. Further, each subject shall be asked whether he wants documentation linking him to the research and the subject's wishes shall govern. § 32.1-162.19. Human research review committees. A. Each institution or agency which conducts or which proposes to conduct or authorize a human research project shall establish or designate a human research review committee to review the project. The committee shall be composed of representatives of varied backgrounds to ensure the competent, complete, and professional review of human research activities conducted or proposed to be conducted or authorized by the institution or agency. No member of the committee shall be directly involved in the proposed human research or have administrative approval authority over the proposed human research except in connection with his responsibilities as a member of the committee. No committee may have a member participate in the committee’s initial or continuing review of any project in which the member has a conflicting interest, except to provide information requested by the committee. 7 B. No human research shall be conducted or authorized by such institution or agency unless the established or designated committee has reviewed and approved the proposed human research project giving consideration to (i) the adequacy of the description of the potential benefits and risks involved and the adequacy of the methodology of the research; (ii) if the research is nontherapeutic, whether it presents more than a minimal risk to the human subjects whether the risks to subjects are reasonable in relation to anticipated benefits, if any, to subjects, and the importance of the knowledge that may reasonably be expected to result; (iii) whether the rights and welfare of the human subjects involved are adequately protected; (iv) whether the risks to the human subjects are outweighed by the potential benefits to them; (v) whether the risks to subjects are minimized by using procedures that are consistent with sound research design and that do not unnecessarily expose subjects to risk and, whenever appropriate, by using procedures already being performed on the subjects for diagnostic or treatment purposes; (vi) when some or all of the subjects are likely to be incapable of making an informed decision regarding consent or are otherwise vulnerable to coercion or undue influence, such as children, prisoners, pregnant women, mentally disabled persons, or economically or educationally disadvantaged persons, whether additional safeguards have been included in the study to protect the rights and welfare of these subjects; (vii) whether the informed consent is to be obtained by methods that are adequate and appropriate and whether the written consent form is adequate and appropriate in both content and language for the particular research; (viii) whether the persons proposing to conduct the particular human research are appropriately competent and qualified; and (ix) (viii) whether the criteria for selection of subjects are equitable; and (ix) whether there are adequate provisions to protect the privacy of subjects and to maintain the confidentiality of data. The committee shall require periodic reports from each existing human research project to ensure that the project is being carried out in conformity with the proposal as approved. C. The regulations of an institution or agency may authorize the committee to conduct an expedited review of a human research project which involves no more than minimal risk to the subjects if (i) another institution's or agency's human research review committee has reviewed and approved the project or (ii) the review involves only minor changes in a previously approved research project that do not increase risks to subjects and the changes occur during the approved project period or (ii) the study is minimal risk and the procedures in the study satisfy 8 the criteria for expedited review as published in the Federal Register by the Secretary of HHS. D. Every person engaged in the conduct of human research or proposing to conduct human research shall affiliate himself with an institution or agency having a research review committee, and the human research which he conducts or proposes to conduct shall be subject to review and approval by such committee in the manner set forth in this section. All human research conducted in the Commonwealth shall be subject to review and approval by a human research review committee as specified in this chapter. E. Each human research review committee of a state institution or agency shall ensure that an overview of approved human research projects and the results of such projects are made public on the institution's or agency's website unless otherwise exempt from disclosure under the Virginia Freedom of Information Act (§ 2.2-3700 et seq.). 9 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: August 17, 2015 COMMITTEE: Full Board AGENDA ITEM: I.B. Faculty Representative to the Board BACKGROUND: In 2007, the Board passed a resolution adding the former chair of the Faculty Senate as a nonvoting member of three Board committees: Educational Policy, Advancement and Communications, and Diversity and Inclusion. The Medical Center Operating Board also includes a nonvoting faculty member: the president of the clinical staff, as well as the deans of the School of Medicine and the School of Nursing. In the fall of 2012, the Board authorized the rector to add nonvoting faculty members to the other standing committees. DISCUSSION: At the March 2015 meeting, the Board adopted a resolution stating that pursuant to § 23-9.2:4.1 of the Code of Virginia, at the late spring meeting every year beginning in 2015 the Board of Visitors shall appoint a non-voting advisory faculty representative to serve on the Board for a term of one year, with a limit of two consecutive terms. The code language referenced above can be found in Attachment C. The Rector and Vice Rector recommend that the immediate past chair of the Faculty Senate be designated the nonvoting faculty representative for two primary reasons: the immediate past chair has worked extensively with faculty constituents across the institution, and he or she is familiar with the operations of the Board of Visitors – the chair of the Faculty Senate regularly attends and addresses the Board at every regular meeting of the Board. ACTION REQUIRED: Approval by the Board of Visitors FACULTY REPRESENTATIVE TO THE BOARD RESOLVED, the immediate past chair of the Faculty Senate shall serve as the nonvoting faculty advisory representative to the Board of Visitors for one year terms commencing June 1 of each year. 10 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: August 17, 2015 COMMITTEE: Full Board AGENDA ITEM: II. Committee Structure BACKGROUND: Currently there are 10 standing committees plus two special committees, for a total of 12 committees. By practice, every committee meets at every regular meeting, requiring the Board to spend most of their two days of meeting time in committee meetings. Consolidating the functions of some committees would allow for more time flexibility and more continuity, with committee members gaining a broader understanding of the University’s work in the committee meetings. The 10 standing committees are: Executive; Finance; Buildings and Grounds; Student Affairs and Athletics; Educational Policy; Advancement and Communications; Audit, Compliance, and Risk; The University of Virginia’s College at Wise; Medical Center Operating Board; and Diversity and Inclusion. The (current) special committees are Governance and Research. (Special committees must be continued annually by a vote of the Board.) DISCUSSION: The following are suggestions for structuring committees and committee meetings: Committee meetings are consecutive in order to allow Visitors to educate themselves about all aspects of the University, and Visitors are invited to attend all of the committee meetings. Decouple crisis communications from Advancement: Communications will report on branding matters in the Advancement Committee; crisis communications will be addressed by the Executive Committee. Executive Committee: Operate as a true executive and governance committee, meeting off cycle when necessary to conduct Board business. The governance part of duties is now statutory. The Executive Committee is by statute seven members, with the rector as chair and the vice rector as vice chair. Other (limited to five) members of the Executive Committee are elected by the Board at the Annual Meeting in September. 11 Add Diversity and Inclusion matters to the Executive Committee because these important issues span all areas of the University. Encompass organizational excellence and research funding in the Finance Committee charge. Focus Buildings and Grounds meetings on land use planning, acquisition, and development; use of space; and siting, design, and development of buildings. Combine the committees on Student Affairs and Athletics and Educational Policy to create a new Academic and Student Life Committee which encompasses athletics, culture and safety, educational policy, and research programs for a broader perspective on academic life both within the classroom and outside the classroom. Medical Center Operating Board (MCOB): Schedule meetings for six times a year and/or for six hours per meeting. Two alternatives: 1. Hold MCOB meetings separately from the regular meeting schedule; or 2. Add two longer (full day) meetings per year separate from the regular meeting schedule and keep half-day MCOB meetings on the first morning of each regular meeting. For instance, add an October and March full day MCOB meeting to the yearly schedule. These schedule changes do not affect the committee charge. One arrangement we have used fairly effectively is having two Visitors oversee an area of concentration, and so we are suggesting that committee chairs designate two Visitors to oversee each area of committee concentration and consider if there are additional areas of committee concentration that would benefit from that oversight arrangement. This gives the designated Visitors the opportunity to learn in an in-depth manner an area of focus and ensures that a given area of focus benefits from the close involvement of two Visitors. These areas of concentration may change over time. This proposal would reduce the number of committees from 12 to eight. The new structure would be: Advancement—suggested areas of concentration: o Bicentennial o Capital Campaign 12 o Communications/Branding Audit, Compliance, and Risk Executive—suggested areas of concentration: o Advocacy o Diversity and Inclusion o Communications/Crisis o Governance Finance—suggested areas of concentration: o Organizational Excellence o Research Funding Buildings and Grounds Academic and Student Life—suggested areas of concentration: o Athletics o Culture and Safety o Educational policy o Research programs The University of Virginia’s College at Wise Medical Center Operating Board A chart of the proposed changes and how they relate to the original structure can be found in Attachment A. Attachment B contains revised charges for the committees. 13 ATTACHMENTS ATTACHMENT A ATTACHMENT B BOARD COMMITTEE CHARGES — PROPOSAL EXECUTIVE COMMITTEE [revised sections underlined] — At each Annual Meeting the Board shall elect from among its membership an Executive Committee composed of seven members. These seven members shall consist of the Rector, who shall serve as chair, the Vice Rector, who shall serve as vice chair, and five Visitors to be elected by the Board. Nominations for these five positions on the Executive Committee may be made by any Visitor, and if there are more than five nominations, a vote shall be taken, and the results shall be announced jointly by the Rector and the Secretary. Any vacancy on the Executive Committee shall be filled for the unexpired term at the next regular meeting of the Board and by vote if there is more than one nomination. The Executive Committee shall meet upon the call of the Rector. It shall consider all matters referred to it by the Rector, the Vice Rector, or the President and shall, in the interim between meetings of the Board, be vested with the powers and authority of the full Board and shall take such action on all matters that may be referred to it as in its judgment is required. All such actions taken by the Executive Committee in the interim between meetings of the Board shall require a two-thirds vote of the whole number of committee members, and their actions shall be reported to the Board at the next regular meeting and shall, if confirmation is required, be confirmed and approved by the Board at that time. In addition to the above, the Executive Committee shall organize the working processes of the Board and recommend best practices for governance to the Board. More specifically, the Executive Committee shall: 1. Develop and recommend to the Board a statement of governance setting out the Board’s role; 2. Periodically review the Board’s bylaws and recommend amendments; 3. Provide advice to the Board on committee structure, appointments and meetings; 4. Develop an orientation and continuing education process for Visitors that includes training on the Virginia Freedom of Information Act; 5. Create, monitor, oversee, and review compliance with a code of ethics for Visitors; and 6. Develop a set of qualifications and competencies for membership on the Board for approval by the Board and recommendation to the Governor. 1|P age ATTACHMENT B As part of its responsibilities, the Executive Committee shall work with the President to encourage and support an atmosphere at the University that ensures that diverse members of the University of Virginia and Charlottesville communities are treated equally and fairly. This is essential to creating an educational experience for students to prepare them for productive and responsible citizenship in the world beyond the University community. This responsibility includes encouraging and supporting the attraction and retention of a diverse group of students, faculty, and staff. “Diverse” includes race and ethnicity, age, gender, disability status, sexual orientation, religion and national origin, socio-economic status, and other aspects of individual experience and identity. FINANCE COMMITTEE [revised sections underlined] — The Finance Committee shall be responsible in all matters relating to the University’s financial affairs and business operations. It shall review and approve the annual budget and the setting of tuition rates, student fees, and other student charges for recommendation to the Board. On behalf of the Board, it shall establish metrics and monitor programs for organizational excellence, approve the investment of endowment and other funds and the purchase of real and personal property, and it shall make progress reports to the Board on its actions. The committee shall maintain liaison with the University of Virginia Investment Management Company, a nonprofit, nonstock corporation organized under Virginia law to provide investment and investment management and related services to the University of Virginia, and shall monitor and review periodically the performance of the Company. The Finance Committee shall be responsible for all matters relating to funding research programs and partnerships of the University. The scope shall include all forms of research funding: external and internal sources of research support, startup packages for faculty, and commercialization activities and translational research. The committee may offer guidance on such issues as strategic investments in research, the infrastructure for research, strategic partnerships that enhance research capability and impact, and intellectual property policies. BUILDINGS AND GROUNDS COMMITTEE — The Buildings and Grounds Committee shall have responsibility in matters relating to land use and the physical plant. It shall be responsible for land use planning and acquisition policy as well as exercising oversight over the use of space and the care, maintenance, and security of 2|P age ATTACHMENT B the University’s buildings and grounds including furnishings and equipment; the selection of architects and engineers and the siting, construction, and naming of new buildings; and such other matters relating to the buildings and grounds of the University as may come before it. On behalf of the Board, it shall approve the siting and design of new buildings and shall make progress reports to the Board on its actions. ACADEMIC AND STUDENT LIFE COMMITTEE [combined Student Affairs and Athletics and Educational Policy] - The Academic and Student Life Committee shall have oversight of matters relating to athletics, culture and safety, educational policy, and research programs. The Committee shall oversee matters relating to student conduct, residential and social life, extracurricular activities, food services, health, and such other matters relating to student affairs as may be brought to its attention; and athletic policy and programs, both intramural and intercollegiate. In exercising its responsibilities for educational policy and research programs, the committee shall have responsibility in all matters relating to educational and research policies and programs except for those matters subject to the oversight of the Medical Center Operating Board. The committee shall exercise oversight over the proposal of new degrees and educational programs by the President, the conditions affecting the recruitment and retention of faculty members, the adequacy of instructional and research facilities, and such other matters relating to the educational policies and programs as may be brought before it by the President or Provost or referred to it by the Board. AUDIT, COMPLIANCE, AND RISK COMMITTEE [no revisions] — The Audit, Compliance, and Risk Committee shall have oversight responsibility for internal audit, compliance, and enterprise risk management programs for the academic and medical center divisions, as it relates to financial, operational, compliance, strategic, and reputational risks. The committee shall have direct access to internal and external auditors to assess performance, the scope of audit activities, and the adequacy of internal accounting controls. The committee shall review, at least annually, the institution’s risk governance framework including the risk assessment and mitigation strategies. The committee also shall receive periodic reports on other such audit, compliance, and risk matters from the State auditor, senior management, and the institution’s internal audit, 3|P age ATTACHMENT B compliance, and enterprise risk management leaders. leaders shall also have direct access to the board. Such ADVANCEMENT COMMITTEE - The Advancement Committee shall have responsibility in all matters pertaining to University development, alumni affairs, and public communications. This responsibility shall include the oversight of University capital campaigns, branding efforts, and all other programs that promote the University publicly and with alumni and friends. As part of this responsibility, the committee’s oversight will include the University-related foundations and their activities to raise funds on behalf of the University. THE COMMITTEE ON THE UNIVERSITY OF VIRGINIA’S COLLEGE AT WISE [not revised] — The Committee on The University of Virginia’s College at Wise is charged with the oversight of the College and the advancement of its mission and with bringing its needs and concerns to the attention of the Board of Visitors. The committee will assist the Chancellor in carrying out the Chancellor’s duties and will further the goals of The University of Virginia’s College at Wise. THE MEDICAL CENTER OPERATING BOARD [not revised] — The Medical Center Operating Board shall be the governing board of the Medical Center and the Transitional Care Hospital for Joint Commission on Accreditation of Hospital Organization purposes, responsible to oversee and direct the operations of the Medical Center and the Transitional Care Hospital as delegated by the Board of Visitors. The Rector shall serve as a voting member, and he shall appoint five other members of the Board of Visitors, including the chair, to serve as voting members of the Medical Center Operating Board; one of these members shall be the chair of the Finance Committee and one of these members shall be a physician with administrative and clinical experience in an academic medical center. The Board of Visitors may appoint no more than six public non-voting members of the Medical Center Operating Board to serve for initial terms not to exceed four years. The President of the University, the Executive Vice President and Provost of the University, the Executive Vice President and Chief Operating Officer of the University, the Executive Vice President for Health Affairs, the Chief Executive Officer of the Medical Center, the Dean of the School of Medicine, the Dean of the School of Nursing, and the President of the Clinical Staff of the Medical Center shall serve as non-voting advisory members. 4|P age ATTACHMENT C CODE OF VIRGINIA § 23-9.2:4.1. Faculty representatives to the State Board for Community Colleges, local community college boards, and boards of visitors. A. The State Board for Community Colleges, local community college boards, and the boards of visitors of any four-year state institution of higher education may appoint one or more nonvoting, advisory faculty representatives to their respective boards. In the case of local community college boards and boards of visitors, the representatives appointed by the boards shall be chosen from individuals elected by the faculty or the institution's faculty senate or other equivalent group of the relevant institution. In the case of the State Board for Community Colleges, representatives appointed by the Board shall be chosen from individuals elected by the Chancellor's Faculty Advisory Committee. Such representatives shall be appointed to serve terms of not less than one 12-month period, which shall be coterminous with the institution's fiscal year, or for such terms as may be mutually agreed to by the State Board for Community Colleges and the Chancellor's Faculty Advisory Committee, or by the local community college board or the board of visitors, as the case may be, and the institution's faculty senate or other equivalent group. B. Nothing in this section shall prohibit the State Board for Community Colleges, local community college boards, or any boards of visitors from excluding such representatives from discussions of faculty grievances, faculty or staff disciplinary matters, or salaries, or other matters, at the discretion of the relevant board. 2004, cc. 499, 519.
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