3. Role Expectations (cont’d.)
 Exercise your fiduciary duty, which includes:
o duty of care, that is, act toward others and the public with
watchfulness, attention, and caution that a reasonable person in the
circumstances would;
o duty of prudence that requires a governor to anticipate the
consequences of any course of action the institution may choose to
undertake;
o duty of diligence that requires a governor to be thoroughly
acquainted with the institution’s purpose and policies, what tasks
are delegated and to whom, and an awareness of the operations as
well as reviewing materials in advance, attending board and
committee meetings, to be prepared to discuss the business in a
prepared and knowledgeable way and to vote on matters that come
before the meeting; and
o duty to manage, i.e., governors establish policies, management
implements, and governors measure management’s
implementation.
If a person's actions do not meet these standards, then the acts are
considered negligent, and any damages resulting may be claimed in a
lawsuit for negligence.
 Participate fully on board committees as assigned. This means attend
the meetings, read the necessary documents ahead of time and be
prepared to discuss the issues at hand. Committee meetings are the
place where key issues are discussed, analyzed and resolved.
Recommendations for board action are formulated at the committee
level.
 Recruit, hire, and monitor the work of the President. The President is
the employee of the Board and as such is required to implement policy.
It is not the job of the Board to engage in the management of day to day
operations.
 Advocate on behalf of the institution. Governors must be prepared to
promote the views of the institution in order to secure funding,
legislation and other support for the organization. This requires an
informed board member.
Board of Governors Structure & Relationships
Board:
▪
▪
▪
Board
Executive:
On behalf of the Board:
▪ Urgent or emergency decisions when not feasible by the Board
▪ Coordination of the Board committees (see below)
For Board ratification:
▪ Board governance principles and policies
▪ President search, evaluation and compensation
▪ Human resource issues for non-bargaining unit staff
▪ Board/Committee/Governor evaluation
▪ Committee operations
▪ Internal Board member elections
For College Compensation and Appointments Council ratification:
▪ Nominations for External Board members
Vision
Values
Strategy
▪
▪
▪
Institutional Performance Measures
Governance and Policy Framework
Risk Management Framework
Vision
To be world class providers of innovative and creative learning
Mission
To provide students of all ages with the knowledge and skills
to thrive in a rapidly changing world
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Board Committees:
Student Success &
Academic Excellence
Administrative
Excellence
Board Committees
Community
Engagement
Student Success &
Academic Excellence
Policy Framework, Strategy Development and Planning, Risk Management and Regulatory
Compliance , Performance Measures and considerations of matters related to:
▪
▪
▪
▪
▪
▪
▪
Program development
and approval
Student attraction and
admission
Credentials granting
Enrolment management
Student services
Research applications
and granting
Research monitoring
▪ Financial management
▪ Budget approval
▪ Investment management
▪ Insurance management
▪ Endowment
management
▪ Facility infrastructure
▪
▪
▪
▪
▪
design, construction and
maintenance
Asset management
Audit, compliance,
management and
controls
Information and
technology management
Environmental
responsibility
Human resources
planning
Values
Academic excellence
Commitment to lifelong learning
Creativity and innovation
Inclusiveness and diversity
Service and accountability
▪ Community relations
▪ Alumni relations
▪ Government relations
▪ Corporate relations
▪ International relations
▪ Reputational
EXECUTIVE COMMITTEE
• Advocacy
• Major campus development
• International outreach
• Alumni and student affairs
• Outreach and partnerships
• Marketing messages
• Student fees
• IT policy and planning
• Applied research
management
▪ Campaign management
▪ Marketing and
Community Engagement
Administrative Excellence
promotion
▪ Relationship
management
• Legal and regulatory frameworks
• Strategic partnerships
• Fundraising
Governance: a system of policies and people serving
stakeholders’ needs with good business sense, objectivity,
accountability and integrity
Governance framework: leadership, organizational
structures and processes that ensure strategic objectives
are achieved and sustained efficiently and effectively
Key Legislation
Ontario Colleges of Applied Arts and Technology Act, 2002
Regulation 34/03
Colleges Collective Bargaining Act, 2008
Minister’s Binding Policy Directive – Conflict of Interest
Minister’s Binding Policy Directive – Governance and Accountability
Framework
 Operating Bylaw of The Sheridan College Institute of Technology and
Advanced Learning
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Board Mandate
The role of the Board of Governors is to:
a. Establish governance structures to enable the achievement of expected
institutional outcomes with clear lines of communication and internal
accountability.
b. Set the college vision, strategic directions, and overall goals and
outcomes within the context of the appropriate laws, government policy,
and local need.
c. Hire the CEO (i.e., president), delegating to the CEO the responsibility
for the performance and operation of the college, holding the CEO
accountable for achieving results therein, and evaluating the CEO’s
performance against an annual agreement.
d. Approve the college’s strategic plan, annual business plan, budget, and
annual report.
e. Assess regularly the attainment by the CEO of corporate goals and
outcomes, and the effectiveness of the board with respect to governance.
f. Take appropriate corrective action, as necessary, where expected
outcomes or quality of performance are not achieved.
g. Ensure compliance with legal requirements for the institution and the
Board.
h. Ensure appropriate risk management on behalf of the institution and its
constituents.
i. Promote advancement of the institution.
Governance Principles and Philosophy
The Board’s fundamental responsibility is to provide independent oversight
that achieves Sheridan’s Vision and Mission in a manner that is sustainable
over time. The Sheridan Board of Governors:
 Actively participates in the development and approves the strategic and
business plans of the institution;
 In the context of Sheridan’s strategic plan and the Board’s public trust
obligations, applies a strategic focus in its deliberations and aligns its
decision-making with the best interests of Sheridan, students, and the
community;
 Holds the President accountable for the overall operation of Sheridan
and provides direction, advice, guidance and support to the President
within a defined framework;
 Monitors institutional progress and results relative to the strategic plan;
 Benefits from the individual expertise of its members;
 Uses processes that are collaborative and transparent; and
 Encourages constructive debate, ultimately seeks consensus and speaks
with one voice, and accepts responsibility for its actions as a Board.
Guided by Sheridan's values, the Board of Governors conducts its
deliberations recognizing student success as the hallmark of the
institution's mission. The Board’s work is focused on ensuring a
quality educational experience that allows the achievements of
Sheridan students and graduates to drive economic activity and
social development which, in turn, benefit individuals, families,
communities and society at large.
The Board also recognizes that opportunities for innovation
motivate Sheridan. The institution’s strategic direction demands a
culture and environment enabling people to accomplish what they
never thought possible. The need to build and maintain an
institution that cultivates creativity is a key influence on the work
of the Board.
Sheridan’s Board of Governors willingly accepts its role of public trust and
commits to honouring that trust by:
 Maintaining the highest standards of integrity and ethics and ensuring
that appropriate governance, risk management, and processes are in
place to instill these standards throughout the organization;
 Ensuring legislative and regulatory compliance and promoting best
practices appropriate to Sheridan;
 Exercising fiscal and environmental responsibility and accountability;
 Creating a safe and accessible environment that inspires learning.
Individual Board Member Responsibilities
1. Competencies
…over-arching personal qualities that are the foundation for all Board
work and deliberations
 Demonstrate high ethical standards
 Model Sheridan’s values
 Exercise independence of judgment and be willing to take a stand and
defend it

and effectively and be a good listener
 Think strategically
 Demonstrate leadership ability
 Demonstrate integrity and accountability
2. Commitments
…core obligations necessary to sustain excellence in board governance
 Support Sheridan’s Mission
 Act as an ambassador for Sheridan and the Board of Governors
 Comply with all Board policies
 Develop an understanding of non-profit governance and risk
management strategies
 Strengthen and sustain the President while being an active and energetic
Board member exercising critical judgement on policy matters
 Foster openness and trust among the members of the Board, the
college administration, faculty, staff, students and the general public
 Identify and declare any conflict of interest or potential conflict of
interest
 Maintain a decent respect for the opinions of one’s colleagues and
proper restraint in criticism of colleagues and officers
 Speak one’s mind at Board meetings; support policies and programs
once established
 Remain independent; act personally and not as a representative of any
group or organization
 Keep discussions and reports confidential, as appropriate
 Recognize that authority only resides with the Board as a whole and
not in its individual members
 Recognize that the President is the primary spokesperson for Sheridan
and the Chair of the Board is authorized to speak for the Board
 Use and be willing to adapt to new technologies for Board
communication and activity, including training for the acquisition of
new skills, as required
 Participate in orientation sessions and seek to be fully informed about
Sheridan and its role in the province and in post secondary education
and to be responsive to the changing environments which affect the
institution
3. Role Expectations
…essential behaviours for every member of Sheridan’s Board of
Governors
 Be prepared to contribute time and energy to Board work. Governors
should willingly contribute their expertise (e.g. marketing, lobbying,
accounting, legal, etc.) to further the aims of the institution. In
addition, Governors should be willing to spend some time in personal
and/or professional development that complements their role on the
Board.
 Provide input into the strategic plan and monitor the institution’s
progress towards achieving established goals.
 Approve the budget.
 Ensure compliance with regulations and accrediting bodies.