Olds College Policy Manual
Board Approved April 24, 2014
GOVERNANCE AS STEWARDSHIP
INDEX
Page
A.
Summary
3
1.
Policy Type: Ends
A. Values
B. Vision
C. Mission
D. Outcomes
6
6
6
7
2.
Policy Type: Board Effectiveness
A. Guiding Principles
B. Governance Commitment
C. Board Principles
D. Governing Style
E. Recruitment
F. Board Members Orientation
G. Board Performance Improvement Process
12
13
14
15
16
18
19
3.
Policy Type: Board -- Staff Relationship
A. President’s Role and Job Description
B. Delegation to the President
C. Monitoring Presidential Performance
D. Shared Leadership on Major Capital Projects
E. Executive Compensation
F. Managing Major Investment Risk: The Role of the Board
G. Managing Operational Change: The Role of the Board
20
22
23
24
26
28
30
4.
Policy Type: Executive Limitations
General Executive Constraint:
A. People Treatment
B. Budgeting/Forecasting
C. Financial Condition
D. Presidential Succession Plan
E. Asset Protection
F. Compensation and Benefits
G. Communication and Counsel to Board
H. Advocacy
I. Financial Borrowing
J. Organizational Sustainability
31
32
33
34
35
36
37
38
39
40
41
5.
Policy Type: Governance Process
A. Role of the Board
B. The Role of the Chair
C. Board Committee Structure
D. Annual Board Planning Cycle
E. Board Members’ Code of Conduct
F. Institutional Evaluation
G. Governance as Stewardship Olds College Policy
Manual and Bylaws Review
H. Board of Governors’ Honoraria and Expense
I. Audit Committee
J. Senior Advisor to the Olds College Board of Governors
42
43
44
45
47
49
50
51
52
53
Appendices:
Appendix ‘A’ Stewardship Pyramid
Appendix ‘B’ External Relations Activities/Key Publics
Appendix ‘C’ Board Member Skill Profile
Appendix ‘D’ 360° Performance Feedback Form
Appendix ‘E’ Board Chair Review
Appendix ‘F’ Continuous Performance Improvement Objective Form
Appendix ‘G’ Board Chair Skill Profile
Appendix ‘H’ Board of Governors’ Profile Process
Appendix ‘I’
Summary of Executive Limitations
Appendix ‘J’
Board of Governors’ Committee Structure
Appendix ‘K’ Definition of Committees
Appendix ‘L’ Executive Compensation
Appendix ‘M’ Organizational Sustainability
Terms of Reference:
Board Executive Committee
Board Institutional Evaluation Committee
Board Effectiveness Committee
Board External Relations Committee
Board Audit Committee
GOVERNANCE AS STEWARDSHIP
A Summary
Introduction
Board leadership requires, above all, that the board provide the values, vision, mission and
outcomes. To do so, the board must first have an adequate vision of its own job. The Policy
Governance approach provides a powerful framework for structuring this task. Following this
approach, boards can free themselves from unnecessary, time-consuming involvements and focus
on the real business of governance: creating, sustaining and fulfilling the values, vision, mission
and outcomes.
The Policy Governance model is explained fully in John Carver’s ‘Reinventing Governance’. In brief, it
reduces or eliminates meaningless board and committee work, trivia, board interference in
administration, staff manipulation of the board, unclear evaluation criteria and role confusion.
Policy Governance emphasizes values and vision, the empowerment of both board and staff and the
strategic ability to lead leaders. Because policies permeate and dominate all organizational life, they
present the most powerful lever for exercising board areas, described below. Designed as a total
system to encompass all expressions of board wisdom, the policy categories are: Ends, Board
Effectiveness, Board-Staff Relationship, Executive Limitations and Governance Process.
Dr. Robert Coles (2000) stated: The truth is that: complain as we might about the absence of moral
behavior in life today, we have to work to advance it. We need to help one another along through the
moral leadership we show, or through how we support it in others.
For moral leadership or stewardship to emerge, non-profit boards must first work on their
understanding of governance as a collaborative effort. Generally, the College recognizes its own
effectiveness as a function of adding value to the long-term growth and development of the College.
In seeking to understand the effects of current situational realities; such as globalization,
urbanization and regionalization, the board has a unique and additional responsibility, that being, to
serve the best interests of the community at large.
Shared Leadership is the governance act, in concert with the administration of a board facilitating
the development of the institution’s vision, the determining of the preferred future state and
ensuring the resources are in place to effectively achieve the same.
Normally, any complex system or organization will inevitably evolve in ways that no longer make
sense when circumstances change. Adding value and counteracting these rapid changes, the
College Board must practice shared leadership, which is congruent with the development of new
board competencies. These competencies, which once called for a fiduciary level participation only,
today require governance skills and abilities, such as working together at strategic and generative
levels. This mission-critical shaping of shared leadership practices requires a base of shared values
and an understanding of the roles and responsibilities of board members.
-3-
Governance as Stewardship – A Summary cont’d
Ends
The board’s most important job is to facilitate the development of institutional Ends [Values, Vision,
Mission and Outcomes] statements which clearly set out what the desired results – the Ends – of the
organization’s actions are to be. What human needs are to be met, for whom, and at what cost?
How will the world be different as a result of the organization’s actions? Including, but not limited in
the Mission Statement, Board-generated Ends are further defined at all levels of the organization.
They compose the organizational vision. The board leaves it up to the staff to decide on the means
by which to achieve these Ends and evaluates the president’s performance based on how well the
results of the organization’s actions match the desired Ends.
Board Effectiveness
There is a relationship between the practice of shared leadership and board effectiveness that can
make a difference in a rural institution’s performance. Given the challenges of globalization,
urbanization and regionalization, which are impacting non-metro colleges, there is a need for
consideration of a new approach or paradigm, of nonprofit governance. However, such a new
approach will require more dedication, discipline and focus than is presently exhibited within
conventional governance structures. If, as most board members agree, stewardship is central to the
understanding and practicing of governance in the non-profit sector then, by definition, governance
as stewardship is at the apex of any board development model. Therefore, board members need to
be carefully selected, be properly prepared, exhibit enthusiasm for the task at hand, work collectively
and commit to become protectors, defenders and stewards of their college. Most board members
will acknowledge these qualifications as the price of doing value-added work for their community and
their college. Those who cannot acknowledge these covenants would be advised to consider other
avocations.
Stewardship
The attainment of governance as stewardship represents an alternative approach to ensuring
enhanced learning opportunities for Western Canadian students. Governance as stewardship is
defined as a direct result of the incremental aggregation, development and performance on a
consistent basis of the mission critical duties of a board. [See Appendix ‘A’ The Stewardship
Pyramid]
Board-Staff Relationship
In addition to providing the organization with the values, vision, mission and outcomes and defining
what constitutes inappropriate staff practices, the board must set policies about how it relates to
staff – for example; the board’s approach to delegation, its view of the president’s role, and how it
will assess staff performance. The Policy Governance model envisions the president as the link
between the board and the staff. In essence, the president is the board’s sole employee. The only
specified duty of the president is to be accountable to the entire board for the performance of the
organization – on how well the board’s Ends are being met and to ensure that the limitations are not
violated.
-4-
Governance as Stewardship – A Summary cont’d
This maintains accountability while allowing the president considerable latitude to act and to
empower others to act.
Generative thinking and shared leadership both come from rural boards being prepared and are vital
requisites for being an innovative and highly competitive institution. Those boards that lack
generative thinking capacity are certain to be lacking in their commitment to shared leadership and
will regress in their actions and behavior when the stressful situations arise.
Executive Limitations
While the board prescribes what Ends it wants to achieve, it only sets limits on the means with which
the president operates. These limits are principles of prudence and ethics that form a boundary on
the president’s practices, activities, circumstances and methods. In Executive Limitations policies,
the board states clearly what the board will not allow, but it is otherwise silent regarding the
president’s actions. This empowers the president to use his or her full creative powers while at the
same time safeguarding against potential abuses, and enables the board to concentrate its energies
on Ends issues.
Governance Process
The board must also set policies for its own internal workings – how meetings will be conducted,
what topics will be addressed, the role of committees, how the board will discipline itself. An
effective design of board process ensures that the board fulfills its four primary responsibilities.
The responsibilities of the board are to:
1. Direct, control, provide leadership and inspire the organization through the initiation of
policies reflecting the board’s values, vision, mission and outcomes;
2. Ensure, through the monitoring of executive performance, that the organization adds
stakeholder value and improves its levels of success;
3. Identify advocacy issues and participate in building specific external relationships; and
4. Approve its own budget.
These are areas in which the board, and only the board, must assume full responsibility. By setting
clear Board Governance policies, the board develops a consistent plan for how it will operate –
compelling it to remain focused on the critical challenges of providing vision and leadership.
-5-
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
A.
AT OLDS COLLEGE WE VALUE
Empowerment of Learners
Rural Community Development
Teamwork
Continuous Improvement in all College Operations
B.
OUR VISION
Olds College shall be the premier Canadian integrated learning and
applied research community specializing in agriculture, horticulture, land
and environmental management.
C.
OUR MISSION
Our mission is to create an environment for learning, inquiry, partnership
and communication that supports our students, our employees and our
communities in the service of society.
-6-
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
D.
OUTCOMES
Olds College
in conjunction with other post-secondary institutions and
partners, will operate strategically to provide access to
learning opportunities.
Accessibility
-7-
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
D.
OUTCOMES
Olds College will
be the leading centre of specialization in agriculture,
horticulture and land-based education, entrepreneurship
and applied research at the college level.
Centre of Specialization
-8-
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
D.
OUTCOMES
Olds College will
maintain a structure that anticipates and responds quickly
and effectively to opportunities and demands as a result of
changes in industry, governments and technology.
Responsiveness
-9-
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
D.
OUTCOMES
Olds College will
Achieve excellence in educational outcomes while
remaining fiscally responsible.
Accountability
- 10 -
1. POLICY TYPE: ENDS
_____________________________________________________________________________________
D.
OUTCOMES
Olds College will
achieve sustainable operations based on
multiple bottom line concepts.
Sustainability
- 11 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
A.
GUIDING PRINCIPLES
The Olds College Board of Governors recognizes that “stewardship is central to the understanding and
practicing of governance” in a manner that will bring value to the College and the broader community.
The Board shall maintain and apply Board Effectiveness Policies which direct:
1) definition of the governance model;
2) assessment of needs of individual Board members and the Board as a whole;
3) identification of required diversity of skills and knowledge;
4) continuous improvement strategies including mechanisms for evaluation of related activities;
5) processes for recruitment, orientation and performance improvement.
Refer also to Policies 2. B, C, D, E F, & G
Refer also to Appendices ‘G’ and ‘H’
- 12 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
B.
GOVERNANCE COMMITMENT
On behalf of the Province of Alberta, the Board will govern Olds College with strategic perspective through
clearly expressed values, vision, mission, and continuous monitoring of outcomes.
The Board will renew its commitment to policy governance annually.
Monitoring: Self-evaluation
Refer also to Policy 4(D) Board Planning Cycle
- 13 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
C.
BOARD PRINCIPLES
The responsibilities of the Board of Governors are determined by the legal and administrative framework
within which the organization functions. This view of Board responsibilities is founded on the principle that
the Governors are stewards of the organization. As such, they have a responsibility to oversee the conduct
of the business, to monitor management through the President and to endeavor to ensure that all major
issues affecting the business and affairs of the organization are given proper consideration1.
The Board of Governors of Olds College has a commitment to:
1. Operate within the Post-secondary Learning Act and governing legislation;
2. Ensure that the College operates within the budget approved by the Board;
3. Treat people respectfully, in a fair and equitable fashion;
4. Fulfill its mandate as approved by the Ministry of Innovation and Advanced Education;
5. Participate annually in the Board Performance Improvement Process.
Monitoring: Ongoing
Refer also to Policy 2(G) Board Performance Improvement Process
________________________________________
1Reprinted (or adapted), with permission, from Guidance for Directors - Governance Processes for Control, 1995, the Canadian Institute of Chartered
Accountants, Toronto, Canada. Any changes to the original material are the sole responsibility of Olds College and have not been reviewed by or
endorsed by the CICA.
- 14 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
D.
GOVERNING STYLE
The Board is committed to excellence in governing. In normal circumstances, the Board does not intrude on
the prerogative and responsibilities of management. However, where warranted by exceptional
circumstances, the Board will assume, on a temporary basis, a more active role in managing the
organization. Examples of exceptional circumstances are:
a) the departure of the President with no clearly acceptable successor available;
b) extraordinary circumstances including serious financial difficulties that simultaneously create an
urgent need for decisions and lessen the credibility of senior management to make them.
The Board shall:
1. Operate in all ways mindful of its responsibilities under the Post-secondary Learning Act and governing
legislation. It will allow no officer, individual or committee of the Board to hinder or be an excuse for not
fulfilling these responsibilities;
2
Strive for continuous improvement. This will include but not be limited to a proactive strategy in
recommending candidates to the Ministry for appointments to the Board, orientation of new members in
the Board’s Governance Process, and an annual Board Performance Improvement Process;
3. Enforce upon itself whatever discipline is needed to govern. Discipline will apply but is not limited to
matters such as attendance, policy-making principles, respect of roles, speaking with one voice, and
ensuring the continuity of governance capability.
Monitoring:
Self-monitoring will include comparison of Board activity and discipline to policies in the Governance
Process and Board Staff Relationship categories.
Refer also to Policies 2(E) Recruitment, 2(F) Board Member Orientation, 2(G) Board Performance
Improvement Process and 5(F) Institutional Evaluation
- 15 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
E.
BOARD MEMBER RECRUITMENT
The Minister of Innovation and Advanced Education through the Executive Council of the Alberta Government
is responsible for making appointments to the Olds College Board. The Board shall provide the Minister with
appropriate and timely input into the recruitment and selection process. The Board shall work with the
Minister and Ministry of Innovation and Advanced Education to ensure a strong, cohesive and effective
Board of Governors at Olds College.
The Board of Governors of Olds College believes that board effectiveness begins with the diversity of skills
and the personal commitment of Board members. The role of the Board is to be pro-active in:
• identifying the human capital priorities for the Board, commensurate with the planned development
and direction of the College;
• developing and operating a process to encourage those who may have some of this capital, and that
are judged to be a good fit, to learn more about the College and to consider applying for
appointment;
• advocating for the preferred applicant.
It is also recognized by the Board that while there are advantages in maintaining a balanced board that is
reflective of the broad community the College serves (e.g. the community at large, regional and occupational
activity and interests), it is the highest priority of the Board to have the best people with the right human
capital and that are the best fit for the Board.
1. The Board of Governors utilizes a strategic process for recommending candidates to the Minister of
Innovation and Advanced Education for appointment to the Olds College Board. This competency-based
process ensures that the Board as a whole:
a) exhibits a background of effective relationships and political influence;
b) has experience in board governance;
c) possesses operational knowledge and understanding of the enterprise.
2. The Board as a whole demonstrates the following Board priorities:
•
•
•
•
•
•
•
influence
commitment
ability to work as an effective team
understanding of the enterprise
intellectual capacity
integrity
a results-driven philosophy
- 16 -
3.
The work of the Board Effectiveness Committee includes broad consultation with internal and external
groups to identify potential candidates. Recruitment letters will include a request for response.
a) “Internal” groups/individuals (including but not limited to):
• Olds College Board of Governors
• Olds College Faculty Association
(present and past)
• Alberta Union of Provincial Employees
Chapter 002, Local 071
• Industry Advisory Committees
• Student Association of Olds College
• Administration/Management/Exempt Group
• Campus Alberta Central
• Honorary Degree Recipients
b) “External” groups/individuals (including but not limited to):
• Olds College Alumni Association
• Community Learning Campus Partners
• Political Representations
• Business and Industry Associations
• Professional Associations
4. The work of the Board Effectiveness Committee includes the identification of potential candidates
for recommendation to the Minister of Innovation and Advanced Education as follows:
a) Consideration of the needs of the College and the Board (competencies, diversity and College
priorities);
b) Consultation with internal and external groups to generate a short list of potential candidates based
on identified criteria. The list of prospective Board members gathered in the previous recruitment
process will be brought forward when a new process commences. The Committee interviews
potential candidates to assess suitability. Suitable candidates are encouraged to apply through the
public process;
c) At the same time, the Ministry of Innovation and Advanced Education will initiate internal processes,
including the placement of a public advertisement inviting qualified candidates to apply;
d) The Committee will review the screening report from the Ministry and identify candidates who meet
criteria and suit the current needs of the College. Additional interviews may be required;
e) The Committee, through the Chair of the Board, will recommend candidates to the Minister for
consideration. The Committee will always have one candidate over the number required to guard
against the possibility that a candidate opts not to apply or is found by the Ministry to be misaligned;
f) Individual members of the Committee will undertake to meet, either face to face by telephone, or
virtually with the local and surrounding area MLA(s) to gain their individual support for the Board’s
recommended public member candidate. MLA(s) support will be communicated to the Ministry by
the Board Secretary;
g) The Minister of Innovation and Advanced Education will appoint the new Board member through an
Order in Council;
h) A letter will be sent from the Board Chair to the Minister, acknowledging his support for the
successful completion of the recruitment process.
- 17 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
F.
BOARD MEMBER ORIENTATION
When appointment of a new Board member is confirmed by the Ministry of Innovation and Advanced
Education by the signing of the Order in Council then:
1. The Board Chair will make the first-contact call to the new Board member.
2. An internal and external news release will be prepared.
3. The Board Secretary will contact new Board members to schedule a visit with the Board Chair, the Vice
Chair and the President of Olds College at the earliest opportunity.
4. The Chair of the Board Effectiveness Committee assumes responsibility for orientation and is
encouraged to engage all Board members in the process. Orientation will include the following:
a)
b)
c)
the Duties and Responsibilities of a Board member;
the Governance as Stewardship Olds College Policy Manual approved by the Board; and
College administrative structure and Committee responsibilities.
Critical Elements of Orientation are:
1. To ensure that a new Board member receives an understanding of:
a) Duties and Responsibilities
• Policy Development
• Monitoring Performance
• External Relationships
• College Fundraising and Advocacy
b) The Governance as Stewardship Olds College Policy Manual
• Ends
• Board Effectiveness
• Board Staff Relationships
• Executive Limitations
• Governance Process
c) Bylaws
d) Board Members’ Code of Conduct [Policy 5 (E)]
2. To ensure that a new Board member becomes familiar with the structure of the College as it pertains to:
a) Committees
b) Administration
3. To ensure that a new Board member becomes familiar with the geographical layout and physical
structures of Olds College.
4. To ensure that a new Board member becomes familiar with the current Comprehensive Institutional
Plan.
Refer also to Policy 2 (D) Governing Style
- 18 -
2. POLICY TYPE: BOARD EFFECTIVENESS
___________________________________________________________________________________________
G.
BOARD PERFORMANCE IMPROVEMENT PROCESS
The Board Performance Improvement Process shall be annual, professional and constructive in nature, and
conducted during the January to April timeframe of each year.
1. The Board Performance Improvement Process uses information gathered, on an annual basis, from
Board member responses on four instruments; the Board Member Skill Profile (Appendix ‘C’), the 360º
Performance Feedback Form (Appendix ‘D’), the Board Chair Review (Appendix ‘E’) and the Board of
Governors Profile Process (Appendix ‘H’).
2. Individual Board member performance improvement shall be a self-evaluative process, whereupon the
member shall assess self against the present-day needs and broad competencies of the Board.
3. Collective Board performance improvement shall be a 360º process, where, based upon observations, a
member shall assess each of his/her peers against the broad competencies of the Board as defined in
policy.
4. Upon completion, compilation and review of the results in a one-to-one setting with the Chair, the
member’s professional development objectives may be identified and the Continuous Improvement
Objective Form [Appendix ‘F’] completed. When applicable, the Chair will present to the Board a
summary of individual Continuous Improvement Objective Forms, without reference to specific
individuals.
5. The Board Chair will complete the ‘Board Chair Skill Profile’ [Appendix ‘G’] and, together with compiled
results of ‘The Board Chair Review’ will form the basis of a one-to-one meeting with the Vice Chair, to
determine the Chair’s improvement objective process and to develop an implementation plan for that
process. The Board of Governors Profile Process will be completed by members in the one-to-one setting
with the Chair.
6. The Chair will also identify and present any opportunities for Board-wide Continuous Improvement for
Board approval and action.
7. Annually, the Board Effectiveness Committee will complete its review of Board Performance
Improvement Forms (Appendices ‘C’, ‘D’, ‘E’, ‘F’, ‘G’ and ‘H’) and will report its recommendations to the
January meeting of the Board of Governors. [Cross reference Policy 5 (D) Annual Board Planning
Cycle.]
Refer also to Policy 5 (A) Role of the Board and 5 (B) Role of the Chair
Refer also to Appendix ‘C’ “Board Member Skill Profile”
Refer also to Appendix ‘D’ “360º Performance Feedback Form”
Refer also to Appendix ‘E’ “Board Chair Review”
Refer also to Appendix ‘F’ “Continuous Performance Improvement Objective Form”
Refer also to Appendix ‘G’ “Board Chair Skill Profile”
Refer also to Appendix ‘H’ “Board of Governors’ Profile Process”
- 19 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
A.
PRESIDENT’S ROLE AND JOB DESCRIPTION
The President’s role is to manage all aspects of the College, in accordance with the expressed policies and
directions of the Board.
The President’s performance will be considered to be synonymous with the performance of the College as a
total.
The President’s job can be stated as performance in two areas:
• Organizational accomplishment of the Board on the Ends policies and the Comprehensive
Institutional Plan; and
•
Organizational operation within the boundaries of prudence and ethics established in Board policies
on Executive Limitations.
Specific Accountabilities Include:
Mandate & Mission
1. Ensure that the mission of the College is defined in accordance with its mandate, character and
resources and is attained through the development of draft policies and strategic plans, and in
implementation of approved policies, plans, programs and services.
Reputation and Position Role
2. Enhance and safeguard the reputation and positioning of the College in rural, urban and global
communities, business and industry, the post-secondary educational system, government, alumni, and
the general public.
Overall Performance
3. Ensure effective performance of the College by regularly monitoring, assessing and responding
appropriately.
Students
4. Ensure that quality, up-to-date curriculum is delivered through appropriate methodologies and
technology with appropriate support services.
Staffing
5. Ensure that the immediate and long-term objectives of the College can be attained consistently through
the attraction, acquisition, retention, development, motivation and effective utilization of the highest
caliber of human resources. Encourage a strong sense of “team” through both participating and leading.
- 20 -
Culture
6. Foster the development of an appropriate living and learning culture at the College that is conducive to
effective learning by students and their successful academic achievements through appropriate
education and support by faculty and staff. The culture will be maintained on the basis of trust created
through an open administration.
Decision Making
7. Ensure the overall growth and development of the College by implementing effective consultation and
collaborative mechanisms.
Communication
8. Communicate the activities of the College to the Board, the internal College community, the government,
alumni, stakeholders and the general public in an accurate, timely and comprehensive fashion.
Board Relations
9. In co-operation with the Chair, identify matters requiring policy, ensure that the Board is apprised on
relevant issues, assist the Chair and the Board in arriving at institutional priorities and the overall
effectiveness of the Board.
Financial Accountability
10. Ensure the financial health of the College through judicious acquisition and employment of human,
physical and financial resources and the exercise of financial control within Board-approved budgets and
the Board’s long-term financial strategy for the College.
- 21 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
B.
DELEGATION TO THE PRESIDENT
All Board authority to staff is delegated through the President, so that all authority and accountability of staff,
as far as the Board is concerned, is considered to be the authority and accountability of the President.
1. The Board will direct the President to achieve specific results, for specific recipients, at a specific cost
through the establishment of Ends policies. The Board will limit the latitude the President may exercise
in practices, methods, conduct and other “means” to the Ends through establishment of Executive
Limitations policies.
2. As long as the President uses any reasonable interpretation of the Board’s Ends and Executive
Limitations policies, the President is authorized to establish all further procedures, make all decisions,
take all actions, establish all practices and develop all activities.
3. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary
between Board and President domains. By so doing, the Board changes the latitude or choice given to
the President and so long as this particular delegation is in place, the Board and its members will
respect and support the President’s choices. This does not prevent the Board from obtaining
information in the delegated areas except where confidentiality prohibits.
4. Only decisions of the Board acting as a body are binding upon the President:
a) Decisions or instructions of individual Board members, officers or committees are not binding on the
President, except in rare instances when the Board has specifically authorized such exercise of
authority;
b) In the case of Board members or committees requesting information or assistance without Board
authorizations, the President can refuse such requests that require, in the President’s judgment, a
material amount of staff time or funds or that are disruptive.
5. The President may request that the Board invite Board members to become non-voting members of
administrative committees of the College to provide their input as individuals based on their experience
and their individual expertise in accordance with Policy 5(C) Board Committee Structure.
- 22 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
C.
MONITORING PRESIDENTIAL PERFORMANCE
Monitoring the performance of the President is synonymous with monitoring organizational performance
against Board policies on Ends and on Executive Limitations.
1. The purpose of monitoring is to determine the degree to which Board policies are being implemented.
Information which is not pertinent to policy will not be considered to be monitoring. Monitoring will be
schedule-based and as efficient as possible.
2. A given policy may be monitored in one or more of three ways:
a)
Internal report - disclosure of compliance information to the Board from the President;
b)
External report - discovery of compliance information by a disinterested, external auditor, inspector
or judge who is selected by, and reports directly to, the Board. Such reports must assess
presidential performance only against policies of the Board, not those of the external party, unless
the Board has previously indicated that party’s opinion to be the standard;
c)
Direct Board inspection - discovery of compliance information by a Board member, a committee or
the Board as a whole. This is a Board inspection of documents, activities or circumstances directed
by the Board, which allows a “prudent person” test of policy compliance.
3. The Board may choose to monitor any policy by any method at any time. For regular monitoring,
however, each Ends and Executive Limitations policy will be classified by the Board, according to
frequency and method. [Refer also to Policy 5(F) Institutional Evaluation.]
4. The President shall ensure that an annual Comprehensive Institutional Plan and institutional priorities
are presented annually for approval.
5. On a quarterly schedule, the Executive Committee will meet with the President to review the progress
made on the institutional priorities and presidential goals.
6. In September of each year, the Executive Committee will initiate the annual Presidential Performance
Review Process. The Executive Committee will provide recommendations to the Board with respect to
the President’s performance no later than the October Board meeting.
7. Annually, the Board will meet with the President in closed session to receive and discuss the
recommendations of the Executive Committee with respect to the President’s performance. The
President will provide a report on his or her assessment of attainment of the previous year’s presidential
goals, as well as those for the next year. The President will also present any plans for professional
development as detailed in the contract.
- 23 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
D.
SHARED LEADERSHIP ON MAJOR CAPITAL PROJECTS
This process provides the Board of Governors with a basic structure to the review and stage approval of
potential development opportunities for the College.
Stage 1 - Concept
This initial idea testing and discussion stage gives an opportunity for the senior administration to present a
proposed capital development concept. It will generate general discussion and contribution of ideas from the
Board as to the merit of the concept and as to the conceptual fit with the College’s values, vision, mission
and outcomes.
Action Sought – Board approval to proceed to Stage 2.
Stage 2 - Detailed Description
Senior administration provides the Board with a detailed description of the concept, its major components
and its scope in terms of internal and external stakeholders, including rough estimates of cost and a
proposed timeframe of development.
Board members are provided with the opportunity to discuss this detailed outline and to voice their opinions
with respect to the relative importance of the different aspects of the proposal and its components.
Discussion may also extend to other ideas for enhancement of the project.
Action Sought – Board approval to proceed to Stage 3 understanding there is much
work to be done by senior administration on concept and cost refinement.
Stage 3 - Project Approval for Fundraising/Financing
The Board is presented with confirmation of financing requirements for the approved project, complete with
the appropriate level of detail in terms of such elements as student enrolment, impact, design and facility
footprint, as well as final cost estimates, operating budget and funding requirements for the capital project.
This approval may also include a proviso with respect to external approvals of funding, but also in matters of
government regulation or development authority.
Action Sought – Final project approval by the Board and approval to proceed to
fundraising and/or financing.
- 24 -
Stage 4 - Construction Approval
The Board is presented with the plan for financing the approved project, including the identification of all
secured and projected funding sources. The Board will be in a position to approve capital construction at
this point.
Action Sought – Board approval to proceed with the project.
Re-Approval
At any point where significant variance is anticipated from the approved financial levels, and/or where one
or more of the other critical components of the project bears review or change, senior administration or the
Board can trigger a review/revisitation at any of the above-noted stages reached in the cycle of the project.
- 25 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
E.
EXECUTIVE COMPENSATION
1. Guiding Principles
The Olds College Board of Governors shall maintain and apply an Executive Compensation Policy which:
a) is an integral element of presidential recruitment and retention.
b) clearly reflects the College’s values, vision, mission and outcomes, as defined in the Olds College
Board of Governors’ Policy Governance Model. The Board shall employ the individual who
demonstrates the required knowledge, skill and ability to lead the institution in accordance with the
approved Ends policies of the institution.
c) is reviewed annually by the Executive Committee, prior to commencement of the presidential review,
for the purpose of assessing potential opportunities for compensation adjustments as may from time
to time be required.
d) takes into consideration the current and future strengths of the College, as well as the social
benefits, living standards and culture of the progressive community of Olds.
e) supports the President in external relations activities that maintain and advance the Ends policies of
the institution.
f)
complies with Policy 2(C) Board Principles.
2. Policy Framework
The terms of the Executive Compensation package will be kept confidential between the Board and the
President, except with respect to only those aspects which are required to be disclosed by law. The
Executive Compensation will reflect the mutual agreement of both parties to a combination of monetary
and non-monetary components.
In alignment with the aforementioned guiding principles, the terms of the Executive Compensation
package will not:
a) contain indexed adjustments in relation to other institutions;
b) exclude consideration of vehicle expense. The Board recognizes that it is essential for the President
to have available for his/her use, at his/her discretion, for College-related business, a vehicle
suitable for the purpose and at no personal cost or net negative benefit to the President;
c) limit the Board in recognizing and rewarding presidential performance relative to targeted
measurable outcomes-based goals.
- 26 -
The Board will ensure President objectives and compensation are aligned. Transparency and
accountability, along with alignment and engagement, are seen as the critical walls of a policy
governance foundation that not only support sound compensation decisions but also add structural
integrity to the process of discussing compensation with stakeholders.
The Board recognizes that the institution is under increased pressure to seize the opportunities of
technology and globalization in the face of flat-lined or decreasing governmental support.
The Board will:
a) link long-term performance to compensation as a risk management strategy;
b) demonstrate the connection between pay for performance and institutional results; i.e. threshold,
targets and maximum levels;
c) keep any long-term incentive program simple and focused to yield desired results. A program will be
constructed to reflect the business plan, compensation philosophy and market conditions and will be
monitored on a regular basis; and
d) present any compensation plans in the context of the perennial goals these plans are designed to
achieve.
Refer also to Appendix ‘L’ Executive Compensation
- 27 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________________
F.
Managing Major Investment Risk: The Role of the Board
The Board’s role in managing major investment risk shall be a policy and oversight role, not a management
role. A major investment is defined as any debt or equity investment that is not managed directly by the
College’s external investment manager or in accordance with the College’s investment policy.
The Board shall ensure that the investment and the risk fit with the College’s current values, vision, mission
and outcomes.
The Board shall also ensure that the administration:
• has provided the Board with all information relevant to the investment and to the risk;
• has undertaken all due diligence in assessing the investment and the risk; and
• continues to report to the Board on a regular and timely basis with respect to the investment and
the risk.
The Board may establish an ad hoc Major Investment Risk Management Committee comprised of the Vice
Chair of the Board (as Committee Chair), two public Board members, one internal Board member, and
supported by one administrator and experts as required, at the designation of the President. The Board
shall assign this Committee the role of receiving and assessing reports from the administration, and other
bodies as appropriate and making recommendations to the Board through to approval stage with respect to
the investment and the risk.
Stage 1 – Concept and Description
The Board will require that administration provide:
• the concept and description of the investment and its associated risk;
• the strategic positioning of the investment and the risk in relation to:
o the policies;
o Mandate;
o Comprehensive Institutional Plan;
• the relationship of the investment and the risk to the College’s programming, capital and
operational models; and
• the financial business case for the investment and the risk including costs, benefits, and the
preliminary report on return on investment (“ROI”).
The Board will assess the investment and determine if administration is approved or refused to proceed to
Stage 2.
- 28 -
Stage 2 – Approval Stage
Prior to the Board granting approval to administration to proceed with the investment and the risk, the
Board shall require administration to carry out its due diligence with respect to the investment and the
risk, including:
• a feasibility report from an external accredited financial analyst;
• a detailed report on the strategic objectives;
• a business plan including the business structure, detailed costs, benefits and risks;
• a budget outlining the details of the investment and the anticipated ROI.
Stage 3 – Monitoring the Investment and the Risk
The Board shall continue to monitor the performance of the investment and the risk. This shall include a
quarterly formal investment report to the Board. This report should include and specifically identify any
unforeseen issues and uncertainties that have arisen with the investment and the risk. The Board shall
determine if any remedial measures are to be undertaken with respect to any issues that have arisen with
respect to the investment and the risk.
- 29 -
3.
POLICY TYPE: BOARD-STAFF RELATIONSHIP
___________________________________________________________________________________
G.
Managing Major Operational Change: The Role of the Board
The Board holds an oversight role, governed by policy, in managing organizational risk and rewards so as to
maximize opportunities while minimizing exposure to risk. It recognizes that a major operational change,
defined as an initiative that results in significant modifications in the deployment of human resources,
financial resources or real property assets, can be associated with potential risks and rewards which are
best mitigated through a process of identification, assessment, evaluation and monitoring.
Stage 1 - Exploration
The Board shall be availed of the opportunity to discuss the initiative at its conceptual stage. As part of this
exploratory stage the Board shall:
•
•
•
assess the strategic objectives of the initiative as it aligns with the College’s current values, vision,
mission and outcomes;
contribute to ideas, alternatives and / or enhancements;
be apprised of information relevant to the initiative and any potential risk as it relates to the
College’s policies, mandate and Comprehensive Institutional Plan.
Stage 2 - Identification, Assessment and Evaluation
Based upon the aforementioned provision of information, and as a part of risk and reward identification, the
Board will require administration to carry out its due diligence with respect to the initiative including:
•
•
•
a business plan including the business structure, detailed costs, benefits and risks as it relates to
the College’s programming, capital and operational models;
a budget outlining the details of the initiative and the anticipated outcomes;
where the initiative involves a binding long-term agreement with an external party, provide a report
from a competent third party assessing both the suitability of the external party and the strength of
the proposed agreement.
Stage 3 - Monitoring
The Board shall continue to monitor the progress of the initiative and the attendant risk until such time as
the initiative is fully implemented. Monitoring is done through a formal report to the Board on a quarterly
basis or more frequently if an issue of concern should arise. This report should specifically identify any
significant changes, unforeseen issues and associated risks that have arisen with the initiative. If warranted,
administration will be expected to outline any remedial measures undertaken with respect to such changes.
- 30 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
GENERAL EXECUTIVE CONSTRAINT
While fulfilling the President’s role as detailed in Section 3(A), he or she shall:



cause or ensure that all practices, activities, decisions and organizational circumstances are legal,
prudent and in concert with commonly accepted business and professional ethics and College
values;
ensure that the day-to-day operations do not impede the vision or prohibit the achievement of the
Ends of the institution;
execute his or her responsibilities within the following limitations in respect to:
A. People Treatment
B. Budgeting/Forecasting
C. Financial Condition
D. Emergency Executive Succession
E. Asset Protection
F. Compensation and Benefits
G. Communication and Counsel to the Board
H. Advocacy
I.
Financial Borrowing
J.
Organizational Sustainability
MONITORING: Internal Report annually; Direct Board Inspection through the presidential evaluation instrument.
- 31 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
A.
PEOPLE TREATMENT
With respect to treatment of students, staff, guests, volunteers and the community, dealings shall be
humane, fair and dignified.
Accordingly, the President shall not:
1. Discriminate against anyone for expressing an ethical dissent;
2. Operate without personnel procedures which clarify personnel rules, provide for effective handling of
grievances, and protect against wrongful conditions;
3. Prevent students and staff from addressing the Board when:
a)
the student or staff member alleges either:
i) that Board policy has been violated to his or her detriment; or
ii) that Board policy does not adequately protect his or her human rights; and
b)
internal grievance procedures have been exhausted [Refer to Administrative Policy D26];
4. Fail to acquaint students and staff with their rights and responsibilities;
5. Fail to operate within the rules of natural justice.
MONITORING: Internal report annually - satisfaction survey, report of grievances.
- 32 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
B.
BUDGETING/FORECASTING
Budgeting for any fiscal year or the remaining part of any fiscal year shall ensure the fiscal integrity of the
College and protect against fiscal jeopardy while materially supporting the multi-year plan and Board Ends
priorities.
Accordingly, the President may not cause or allow budgeting which:
1.
Contains too little information to enable accurate projection of revenues and expenses (by object of
expenditure) and cash flow; and disclosure of the underlying planning assumptions behind these
projections;
2.
Plans the expenditure in any fiscal year of more funds than are conservatively projected to be
received in that period including funds to cover debt servicing;
3.
Does not provide the annual operating funds for Board prerogatives, such as costs of fiscal and
internal audit, Board development, Board and committee meetings, and Board professional fees;
4.
Does not have a broad base of input;
5.
Does not have sufficient financial flexibility to ensure the continuity of operations should the College
encounter minor negative variances. Except during periods of extraordinary circumstances,
operational budgets will contain a minimum 3% operating surplus.
MONITORING: Internal Quarterly and Annual Budget vs. Actual Expense Reports; annual Audit Exit Conference Report.
- 33 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
C.
FINANCIAL CONDITION
With respect to the organization’s financial health, the President shall ensure the fiscal integrity of the
College and protect against deviation of actual expenditures from board priorities established in Ends
policies.
Accordingly, the President shall not:
1. Fail to ensure that the College operates within the parameters established by the Board-approved
operating budget; applying such internal control and monitoring practices and directing such operational
corrections as may be required to observe that budget.
2. Use any long-term reserves except as directed by the Board.
3. Fail to ensure appropriate segregation of operating, capital, endowment and trust funds, and ensure that
all are applied to their intended purposes.
4. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.
5. Fail to ensure that unrestricted net asset balances are maintained at not less than 3% of the gross
revenues of the Board-approved annual operating budget. This amount shall be disclosed in the
development of the annual operating budget. The Administrative Services Committee will be directed to
provide advice to the President, as an integral part of the annual budget preparation, on the state of
those balances and potential remedial actions to be considered if they fall below this limit.
MONITORING:
External - Auditor’s Exit Conference annually
Internal – Administrative Services Committee
- 34 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
D.
PRESIDENTIAL SUCCESSION PLAN
In order to protect the Board from sudden loss of chief executive services, the President may not have fewer
than two senior administrators familiar with Board and presidential issues and processes.
In the absence of the President, the Executive Committee of the Board shall name an Acting President within
seven (7) days. The Chair of the Board may assume administrative responsibility, if necessary, in the interim
between the absence and the appointment.
The President’s profile statement will be kept current on a regular and systematized basis and will be
reviewed annually with recommendations tabled to the February Policy Review. [Cross reference: Policy 3.
Board-Staff Relationship Policy E. Executive Compensation and Policy 5. Governance Process Policy G. Policy
Governance Model and Bylaws Review]
MONITORING: Board Chair and/or Executive Committee of the Board.
Refer also to Policy 2 (D) Governing Style
- 35 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
E.
ASSET PROTECTION
The President shall protect and adequately maintain assets from unnecessary risk.
Accordingly, the President shall not:
1. Fail to insure Board members, staff or the College itself against theft, casualty and liability losses, in
amounts consistent with the comparable organizations;
2. Fail to protect facilities and equipment from misuse and inadequate maintenance;
3. Fail to maintain appropriate policies and take all reasonable actions to protect the organization, its
Board or staff from claims of liability;
4. Fail to ensure that purchasing policies, consistent with professional purchasing standards and public
sector accounting standards, are created, executed and monitored;
5. Fail to establish internal controls to ensure that the receipt, processing and disbursement of funds is
sufficient to meet our accounting standards and fiduciary requirements;
6. Fail to present for annual Board approval an investment strategy and policy that will preserve capital,
target to achieve a growth rate beyond the rate of inflation and provide a secure, consistent source of
income for the College. These investment policies must be appropriate to the role and standing of Olds
College in the community and congruent with the Mission Statement;
7. Fail to ensure that Board approval is obtained for any acquisition, disposal or encumbering of real
property.
8. Fail to ensure that 3% of operating budgets are designated to capital and infrastructure renewal.
MONITORING: Internal report annually by Vice President responsible for Business Services; External report - Auditor
annually.
- 36 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
F.
COMPENSATION AND BENEFITS
With respect to employment, compensation and benefits to employees, consultants, contract workers and
volunteers, the President shall protect the integrity and/or public image of the College.
The Olds College Board of Governors shall maintain and apply an Executive Compensation Policy which may
be applied by the President during negotiation or renewal of employment agreements with senior College
administrators. [Refer to Policy Type: Board-Staff Relationship E. Executive Compensation]
Accordingly, the President shall not:
1. Fail to establish open and public recruitment practices, which reflect a commitment to the merit principle
in the recruitment and selection of employees.
2. Fail to establish current compensation and benefits which:
a)
b)
are cognizant of the geographic or professional market for the skills employed;
seek to match long-term obligations to revenues that can be safely projected for up to four years.
3. Establish or change benefits which:
a)
b)
provide less than basic benefits to all full-time employees, though differential benefits to encourage
longevity in key employees are not prohibited;
result in any employee losing any benefits already accrued, except through mutual agreement.
MONITORING: Internal report annually, on or before June 30.
- 37 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
G.
COMMUNICATION AND COUNSEL TO THE BOARD
The President shall provide sufficient information and counsel to the Board to keep the Board informed.
Accordingly, he or she shall not:
1. Neglect to submit monitoring data required by the Board in a timely, accurate and understandable
fashion, directly addressing provisions of the Board policies being monitored;
2. Let the Board be unaware of relevant trends, anticipated adverse media coverage, actual or anticipated
legal actions, material external and internal changes, particularly changes in the assumptions upon
which any Board policy has previously been established;
3. Fail to advise the Board if, in the President’s opinion, the Board is lacking a policy or is not in compliance
with its own polices on Governance Process and Board-Staff Relationship, particularly in the case of
Board behavior, which is detrimental to the work relationship between the Board and the President;
4. Present information in unnecessarily complex or lengthy form;
5. Fail to provide a mechanism for official communication among the Board, officers or committees;
6. Fail to deal with the Board as a whole except when:
a) fulfilling individual requests for information; or
b) responding to officers or committees duly charged by the Board;
7. Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the Board.
MONITORING: Internal report - direct Board inspection through presidential evaluation.
Refer also to Appendix ‘I’ Summary of Executive Limitations
- 38 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
__________________________________________________________________________________________
H.
ADVOCACY
The College vision shall be presented positively and strategically to the key publics, which may influence the
College’s future.
Accordingly, the President shall not fail to:
1. Provide mechanisms, internal and external, to continuously build positive relationship activities.
2. Ensure an efficient framework of communication tools.
MONITORING: Internal report annually on/before June 30.
Refer to Appendix ‘B’ ‘External Relations Activities/Key Publics’
- 39 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
I.
FINANCIAL BORROWING
The President shall protect against institutional borrowing that fails to comply with Government of Alberta
legislative requirements and Ministry guidelines. The President will also protect the College from borrowing
that will jeopardize its fiscal integrity.
Accordingly, the President shall not:
1. Permit the College to borrow funds without an approved motion of the Board.
2. Arrange for borrowing that fails to comply with all legislative requirements of the Post-Secondary
Learning Act, the Financial Administration Act and borrowing guidelines established by the Ministry of
Innovation and Advanced Education.
3. Allow the College to manage its cash requirements in a manner that necessitates the need to borrow for
short-term operational needs. (Note: overdraft protection is not considered borrowing.)
4. Request borrowing without a business case that demonstrates an ability and commitment to cover the
costs of the proposed project without utilizing the government’s annual operating grant funding and
without any negative impact on the College’s core programs.
5. Fail to disclose the need to borrow to enact the goals of the College’s three-year Comprehensive
Institutional Plan.
6. Fail to budget the financial impact of borrowing in the College’s annual operating budget.
7. Fail to disclose the impact of borrowing and debt repayment on the College’s Financial Statements.
MONITORING:
External - Auditor’s Exit Conference annually.
Internal – Administrative Services Committee.
- 40 -
4. POLICY TYPE: EXECUTIVE LIMITATIONS
___________________________________________________________________________________________
J.
ORGANIZATIONAL SUSTAINABILITY
With respect to the organization’s sustainability, the President shall enact business approaches that create
long-term value by embracing opportunities and managing risks derived from the multiple bottom line
perspectives of economic, environmental, research and teaching, educational, social and governance
responsibilities 1 (Appendix ‘M’).
Accordingly, the President may not cause or allow organizational practices which:
1. Do not align with the College’s values, vision, mission, and outcomes;
2. Do not achieve holistic economic, environmental, educational, social and governance sustainability
outcomes;
3. Fail to “meet the needs of the present without compromising the ability of future generations to meet
their needs;” 2
4. Fail to achieve ethical and moral obligations beyond that required by law;
5. Fail to engage a broad base of the College community.
MONITORING: Internal reporting by the Vice President of Student and Support Services
1
Crews, Derek E. "Strategies for Implementing Sustainability: Five Leadership Challenges." (Referencing Dow Jones Sustainability
Definition), SAM Advanced Management Journal (07497075) 75, no. 2 (Spring 2010).
2 Brundtland, Gro Harlem. Report of the World Commission on Environment and Development: Our Common Future, (United Nations,
March 1987)
- 41 -
5. POLICY TYPE: GOVERNANCE PROCESS
________________________________________________________________________
A.
______
ROLE OF THE BOARD
The role of the Board is to represent the citizens of Alberta in determining and requiring appropriate
organizational performance. The Board deals primarily with facilitating the development of values, vision,
mission and outcomes and then setting the appropriate measuring and monitoring mechanisms to ensure
their achievement.
The responsibilities of the Board are to:
1. Direct, oversee, provide leadership and inspire the organization through the initiation of policies
reflecting the Board’s values, vision, mission and outcomes of the College;
2. Ensure, through the monitoring of Presidential performance, that the organization adds stakeholder
value and improves its levels of success; [Cross reference to Policy Type: Board-Staff Relationship C.
Monitoring Presidential Performance];
3. Recognizing that Board member recruitment involves consideration of human capital through effective
relationships and political influence, the Board members agree to share their network of professional
contacts with the College on an annual basis. As well, Board members are expected to use their equity
to engage identified stakeholders, as appropriate;
4. Identify advocacy issues and participate in building specific external relationships. See Appendix B
‘External Relations Activities/Key Publics’;
5. Approve the College’s operating budget, the Comprehensive Institutional Plan and the Annual Report,
consistent with the Post-secondary Learning Act;
6. The Board defers to the Executive Committee, in concert with the Board Secretary, the responsibility for
preparation, monitoring and managing the Olds College Board of Governors’ operating budget. In this
capacity, the Executive Committee will provide to the Board, on a quarterly basis, an overview of the
current status of the Board’s operating budget; and
7. Grant Honorary Degrees, to name the Partner of the Year and to name buildings.
Refer also to Policy 2(G) Board Performance Improvement Process
- 42 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
B.
THE ROLE OF THE CHAIR
The role of the Chair is to ensure that the Board fulfills its most important responsibility, the establishment
and monitoring of the organization’s values, vision, mission and outcomes with significant influence on the
organization’s viability and success.
The Chair is designated to work with the President. The Chair and the President will ensure that regular
ongoing communication occurs between the two parties. The Chair is responsible primarily for the integrity
of the Board’s process and, secondarily, for representation of the Board to outside parties. The Chair is the
only Board member authorized to speak for the Board.
1. The Chair will ensure that the Board behaves in a manner consistent with its own rules and those
legitimately imposed upon it from outside the organization:
a) Meeting discussion content will only be those issues which, according to Board policy, clearly
belong to the Board;
b) All Board members will be encouraged to debate, operating under Robert’s Rules of Order.
2. The Chair is authorized to use any reasonable interpretation of the provisions in these policies:
a) The Chair is empowered to chair Board meetings with all the commonly accepted power of that
position (e.g. ruling, recognizing);
b) The Chair has no authority to make decisions about policies created by the Board within Ends
and Executive Limitations Policy areas;
c) The Chair shall represent the Board to outside parties.
3. The Chair is to ensure that the Vice Chair is informed.
4. The Chair will utilize as appropriate through some specialization of individual roles, each member’s
strengths and special talents, once they have a strong base of understanding and appreciation for the
present operations and the future development plans for the College. On occasion a Board member may
be invited by the Chair to attend a meeting(s) of a committee of the Board as an observer, or to provide
specific information.
5. The Chair will meet individually with Board members at least twice a year to include but not be limited to
gathering individual input:
a) for committee assignments [refer to Policy 5 (C)];
b) for Board performance improvement [refer to Policy 2(G); and
c) for maximizing utilization of each member’s strengths and special talents.
- 43 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
C.
BOARD COMMITTEE STRUCTURE
Board committees will be struck to assist the Board in fulfilling its responsibilities. They will be assigned so
as not to interfere with the wholeness of the Board’s job. Board committees shall not interfere with
delegation of authority from Board to President.
1. Board committees will assist the Board by preparing policy and presenting implications for Board
deliberation.
2. Board committees may not speak or act for the Board except when formally given such authority for
specific and time-limited purposes.
3. Board committees cannot exercise authority over staff.
4. Upon the request of the President the Board may also make appointments to administrative committees,
which report through the President. In the case where a committee, formed under the authority of the
President, has Board representation, the individual Board member shall act in a non-voting advisory
capacity.
5. Procedures for establishing committee membership:
a) Committees are defined for Board members.
b) The Board Chair conducts one-on-one meetings with individual Board members, learning
something about each individual’s areas of expertise and interest, as well as Board members’
preferences for committee membership.
c) Board Chair and President review Board members’ responses to (b) and draft a recommendation
for Board committee structure.
d) At the September Board Meeting, Board members will review and approve the proposed Board
committee structure.
6. Board committee membership will be in effect from November 1 to October 31 in each year, making it
possible for an incoming Committee Chair to attend the final meeting with the outgoing Chair. In the
event of a Committee Chair completing their Board term prior to October 31, the Board Chair shall
appoint a new Committee Chair and new membership as required.
Refer also to Policy 5(D) Annual Board Planning Cycle Paragraph 3 and Policy 2(G) Board Performance Improvement
Process.
Refer also to Appendix ‘J’ Board of Governors’ Committee Structure
Refer also to Appendix ‘K’ Definition of Committees
- 44 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
D.
ANNUAL BOARD PLANNING CYCLE
The Board will follow an annual agenda which continually improves the Board’s performance through
attention to board education and to enriched input and deliberation.
1) The cycle will conclude each year on the last day of May in order that administrative budgeting can be
based on accomplishing a one-year segment of the most recent Comprehensive Institutional Plan.
2) Education, input and deliberation will receive paramount attention when structuring Board activities
during the year.
a) At the March Board meeting, the Board will identify those areas of Board improvement needed to
meet its Board-wide continuous improvement goals as identified in Policy 2 (G) Board Performance
Improvement Process. Administration will incorporate them into the Annual Planning Cycle and
operating budget for the next year.
b) At the May Board meeting, the Annual Agenda for the ensuing one-year segment beginning July 1
will be presented for approval by the Board.
c) On an annual basis, in September, the Executive Committee will review the External Relations
Activities/Key Publics in Appendix ‘B’ and such others as may be considered mission critical to the
Board's Outcomes and make recommendations to the Board of Governors, relative to their
subsequent implementation.
d) Annually, the Institutional Evaluation Committee of the Board will complete its review of the key
performance indicators associated with each outcome and will report its recommendations to the
February Policy Review. [Cross reference Policy 2 (G)]
e) Annually, the Executive Committee of the Board will complete its review of the Ends policies and will
report its recommendations to the November/December meeting of the Board of Governors. [Cross
reference Policy 5 (G) Policy Governance Model and Bylaws Review]
f)
Annually, the Executive Committee of the Board will initiate the review of Board Committees’ Terms
of Reference. These Terms of Reference will be tabled to February policy review each year for
reaffirmation or approval of revisions.
g) A major Ends policies workshop of the whole Board will be held in June of every Leap Year. [Cross
reference Policy 5 (G) Policy Governance Model and Bylaws Review]
h) Annually, the Board Effectiveness Committee will complete its review of Board Performance
Improvement Forms (Appendices C, D, E, F, G and H) and will report its recommendations to the
January meeting of the Board of Governors. [Cross reference to Policy 2 (G) Board Performance
Improvement Process.]
- 45 -
i)
Annually, in November, each Committee of the Board will present to the Board for approval its work
plan for the year. Annually, in June each Committee of the Board will provide a report indicating the
progress of its work plan.
3) The Annual Agenda will include the following items. This monthly schedule is recommended but may be
altered by the Chair as required by circumstances:
a) July: Optional meeting;
b) August: Optional meeting;
c) September: Appointment of Committee Responsibilities; Vice Chair Appointment, Appendix ‘B’
review;
d) October: Endorse Emergency Response Plan; Approve Financial Statements;
e) November: Board Development Workshop I – Planning Retreat; Assign Governance
Policy and Board Bylaws Review Committees, Tuition Fee Review; Approve Partner of the Year
Recommendation, Approve Annual Report; Institutional Scorecard Presented; Approve Committee
Work Plans; SAOC Audited Financial Statements (as required by section 97(1) of the Post-secondary
Learning Act);
f) December: Optional meeting;
g) January: Board Performance Improvement Commences; Board Committees will Review their Terms
of Reference;
h) February: Board Workshop II – Policies and Bylaws Review; Approval of Honorary Degree
Recipient(s); Joint Meeting/Meal with Mountain View County Council;
i) March: Identify ACCC Conference Attendees; Serve Notices of Motion for Approval of Policy Changes;
Board Bylaws First Reading;
j) April: Board Development Workshop III; Conclusion of Board Improvement Process;
Joint Meeting/Meal with Olds Town Council; Review of Draft Comprehensive Institutional Plan;
Approve Policy and Board Bylaw revisions; Board Bylaws Second and Third Reading;
k) May: Operational and Capital Budget Approval; Comprehensive Institutional Plan Approval;
l) June: Report on Committees’ Work Plans; Year in Review presented.
**
"Industry Advisory Committee reports will be presented to the Board on a three-year
rotational cycle. When possible, the Chair of the Committee will deliver the report in person or
through digital means. When the Chair is not able to participate, the VPAR may designate an
alternate member of the committee to present to the Board. A minimum of eight Industry Advisory
Committees shall report to the Board annually."
- 46 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
E.
BOARD MEMBERS’ CODE OF CONDUCT
The Board influences ethical values, both in formal ways, such as approving a code of conduct and policies,
and in informal ways such as its own actions and its approval of or acquiescence in the actions of
management. The Board must also seek to ensure that its own actions are consistent with stated values,
and that it acts in the best interests of the organization.
1. Board members must represent loyalty without conflict to the interests of the College. This
accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and
membership on other boards or staffs. This accountability supersedes the personal interest of any
Board member acting as an individual consumer of the organization’s services. Should a Board member
encounter a conflict of interest, she/he is required to inform the Board Chair.
2. Board members must avoid any conflict of interest with respect to the fiduciary responsibility.
a) There must be no self-dealing or any conduct of private business or personal services between any
Board member and the organization except as procedurally controlled to assure openness,
competitive opportunity and equal access to “inside” information.
b) Board members must not use their positions to obtain employment in the organization for
themselves, family members or close associates.
c) A public Board member being considered for employment must temporarily withdraw from the Board
deliberation, voting and access to applicable Board information.
d) Public Board members may not retain Board membership if they are employed by the College.
3. Board members may not attempt to exercise individual authority over the organization except as
explicitly set forth in Board policies.
a) Board members’ interaction with the President or with staff must recognize the lack of authority in
any individual Board member or group of Board members except as noted above.
b) Board members’ interaction with the public, media or other entities must recognize the same
limitation and the similar inability of any Board member or Board members to speak for the Board.
c) Board members will respect the confidentiality appropriate to issues of a sensitive nature.
d) Board members will make no judgments of the President or staff performance except as the
performance is assessed against explicit Board policies by the official process.
e) Board members must observe any statutory or regulatory requirements concerning their
responsibility for control, as well as their personal legal liability and any fiduciary responsibilities they
may have in addition to the responsibilities for control.
- 47 -
4. If a Board member is perceived to have violated the Code of Conduct, the Board Chair is authorized
to pursue resolution.
a) The Chair of the Board will address perceived violations of the Board’s Code of Conduct by first
discussing the violation with the Board member to reach resolution. If resolution is not achieved
and further action is deemed necessary, the Chair may appoint an ad hoc committee to examine
the matter and recommend further courses of action to the Board.
b) The President and the Board Chair are authorized to consult with legal counsel when they
become aware of or are informed about alleged violations of pertinent laws and regulations,
including but not limited to conflict of interest, open and public meetings, confidentiality of
closed session information and use of public resources.
c) If the Chair of the Board is perceived to have violated the Code of Conduct, the Vice Chair of the
Board is authorized to pursue resolution.
- 48 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
F.
INSTITUTIONAL EVALUATION
Institutional evaluation is achieved through the assurance of executive performance in accordance with 3.
Policy Type: Board-Staff Relationship and 4. Policy Type: Executive Limitations.
1. Institutional evaluation is based upon the measurement of the values, vision, mission, and outcomes
statements of Olds College and housed in the Olds College Policy Governance Model.
2. The Board identifies key performance indicators for each outcome. The Board will review Outcomes
Monitoring Reporting, following the completion of the Ends review, with a focus on key performance
indicators.
3. Annually, the Institutional Evaluation Committee of the Board will review the key performance indicators
associated with the College outcomes. The key performance indicators for at least half of outcomes will
be reviewed in detail. Concurrently, while considering any recommended changes resulting from the key
performance indicator review, administration will examine the measures associated with each. All
recommendations will be reported to the February Policy Review.
4. In every third year, commencing in 2010, the Institutional Evaluation Committee will assess the
relevance of the measures that form the foundation of the Institutional Scorecard and by which
institutional performance is evaluated. Any recommendations of the Committee will go forward to the
Board.
5. College administration undertakes the identification and provision of appropriate measures for the key
performance indicators for Board consideration.
6. To enable the Board to monitor institutional evaluation monthly, the Outcomes Monitoring Report is
provided to the Board. Administration is responsible for preparing reports and information to assess the
College’s success in achieving key performance indicators. Board members review, question, comment
and provide direction to administration as a function of the monitoring process.
7. A yearly Institutional Scorecard, a system of weighting outcomes, indicators and measures, provides for
the comparison of current year’s Outcomes Monitoring Report data against benchmarks established in
the approved Comprehensive Institutional Plan. Findings from this comparison will be stated in the
Annual Report.
Refer also to Policy 2 (D) Governing Style.
- 49 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
G.
GOVERNANCE AS STEWARDSHIP OLDS COLLEGE POLICY MANUAL AND BYLAWS REVIEW
The Governance as Stewardship Olds College Policy Manual review process is commenced in November/
December of each year, for completion by the April Board meeting.
The process unfolds, as follows:
1. Annually, the Executive Committee of the Board will complete its review of the Ends policies and will
report its recommendations to the November/December meeting of the Board of Governors. [Cross
reference Policy 5 (D) Annual Board Planning Cycle.]
2. The Executive Committee of the Board will initiate a major Ends policies workshop of the whole Board to
be held in June of every Leap Year. [Cross reference Policy 5 (D) Annual Board Planning Cycle.]
3. In November/December of each year, three policy and bylaw review committees of the Board are created
by the Board Chair and the President. One Board member will serve as the team leader for each group.
4. By the November/December Board meeting, the Board Secretary will identify policies, applicable
appendices and bylaws to be reviewed by the three committees.
5. All new policies, policy amendments and bylaw changes are tabled to a facilitated Board Policy Review
Workshop in February.
6. Recommended new policies and policy amendments are tabled to the Board’s March meeting, in the
form of notices of motion, and are then tabled to the Board’s April meeting for approval.
7. Following approval of all new and amended policies, the Board Secretary will compile the revised
Governance as Stewardship Olds College Policy Manual for distribution to Board members at the Board’s
May meeting.
- 50 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
H.
BOARD OF GOVERNORS’ HONORARIA AND EXPENSE
POLICY STATEMENT
Olds College recognizes the personal contribution of its members of the Board of Governors to Olds College.
Olds College will pay an honorarium to Board members attending prescribed meetings, as well as policysanctioned events and other Board-approved external relations activities.
Board members who serve the College in other capacities are paid an honorarium according to the schedule.
Events not identified as Board approved will be referred to the Executive Committee for prior approval. The
implementation and administration of this policy is the responsibility of the Executive Committee.
Board members who serve on higher education-related committees not directly associated with the College,
but benefiting the College, shall be eligible to be paid an honorarium, upon approval of the Board.
SPECIFIC GUIDELINES
The rate for honoraria paid to Board members is as follows:
Board Member
Meetings under 4 hours
Meetings over 4 hours
$120.00
$200.00
Committee Chair
$165.00
$275.00
Board Chair
$165.00
$275.00
Travel time will be included. The President will be excluded from any honoraria payments.
PROCEDURES
To claim travel expenses, Board members will be required to complete a Travel Expense Claim Form as
outlined in the College Travel Reimbursement Policy in effect at the time of services.
Board members are initially required to file a TD1 [Canada Revenue Personal Tax Credit Return] and a
TD1AB [Alberta Personal Tax Credit Return] with the Olds College Payroll Department. The “Board of
Governors Honoraria Claim Form” is completed by Board members in order to claim an honoraria payment.
- 51 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
I.
AUDIT COMMITTEE
A standing committee of the Board that assists the Board in fulfilling its oversight responsibilities with
respect to risk assessment, internal controls and financial reporting and facilitates communication with
stakeholders; Auditor General, Board of Governors, internal auditor and senior management.
The Auditor General shall report directly to the Audit Committee. The Audit Committee shall oversee the
resolution of any disagreements that may arise between management and the Auditor General.
All meetings shall contain an opportunity for discussion in the absence of any members of administration
and under whatever other terms and conditions the Committee may determine.
As part of its mandate to foster open communication, the Committee shall meet periodically with
management and officers of the Auditor General in separate sessions to permit private discussion of
matters.
The Audit Committee shall review every annual audited Financial Statement, recommending a course of
action to the Board of Governors. The Audit Committee shall communicate with the Auditor General of
Alberta regarding audit plans and the preparation and issuance of an audit report(s), including:
• Prior to the commencement of the audit, the scope and extent of the proposed examination; and
• The results of the examination.
The Audit Committee shall review the Auditor General’s attestation and report on management’s internal
control, review management’s response to those issues, and hold timely discussions with the Auditor
General regarding:
• All critical accounting policies and practices;
• All related party transactions;
• Alternative treatments of financial information within Public Service Accounting Board Standards
(PSAB) or International Financial Reporting Standards that have been discussed with management,
ramifications of the alternative disclosures and treatments, and the treatments preferred by the
Auditor General;
• Other material written communications between the Auditor General and management including, but
not limited to, the Management Letter and the Schedule of Unadjusted Differences;
• Analysis of the Auditors General’s reports on significant reporting issues and judgments made in
connection with the preparation of the financial statements.
The Audit Committee shall ensure the establishment of procedure for the confidential receipt, retention and
treatment of concerns regarding fraud and irregularities including, but not limited to accounting and audit
matters.
The Audit Committee shall present written reports of its proceedings to the Board of Governors and shall
make minutes, supporting schedules and information of the Audit Committee available to any Board of
Governors member upon request.
- 52 -
5. POLICY TYPE: GOVERNANCE PROCESS
___________________________________________________________________________________________
J.
SENIOR ADVISOR TO THE OLDS COLLEGE BOARD OF GOVERNORS
At the Board’s discretion it may designate a Senior Advisor to the Olds College Board of Governors. The role
of the Senior Advisor shall be:
1.
2.
Provide advice regarding any and all issues under consideration by the Board as determined by the
Board; and
Serve as a member at large on Board committees as appointed by the Board Chair.
Honoraria and expenses may be paid to a Board Senior Advisor and shall be determined, if applicable, by the
Board at the time of appointment.
The duration of the term for the Senior Advisor shall be determined at the time of appointment and may be
altered as the Board deems suitable.
This position is subject to the Confidentiality Policy as currently in effect for the Board of Governors and if
this Confidentiality Policy should change during this period the changes will apply to the Senior Advisor to the
Olds College Board of Governors position as well.
- 53 -
Appendix A
© Dr. H. J. (Tom) Thompson 2008
Appendix B
Olds College – External Relations Activities/Key Publics
Stakeholders
Political/Geographical
Minister Innovation and Advanced Education
Local MLA (Olds)
Local Member of Parliament
Rural Caucus of Provincial Government
Federal Government (Western Diversification,
Industry Canada, Agriculture and Agri-food Canada)
Olds College Alumni Association
Olds Institute
Chinook’s Edge School Division
Town of Olds
Mountain View County
Educational/Institutional
ACCC
Red Deer College
U of A
U of C
Bow Valley College
University of Lethbridge
Lakeland College
Campus Alberta Central
Industry/Strategic Alliance
Calgary Stampede
Alberta Tourism, Parks and Recreation
Northlands (Edmonton)
Olds Ag Society
Canadian Nursery Landscape Association
Alberta Greenhouse Growers Association
Landscape Alberta Nursery Trades Association
Alberta 4-H Partners (AB 4-H, Council & Foundation)
Canadian Association of Petroleum Landmen
Canadian Association of Petroleum Producers
Rural Alberta Task Force (Entrepreneurship)
A
B
C
D

























































NB: The recommended frequency of engagement with these key publics is annually, unless otherwise
determined by the parties noted above.
Key: Selection/engagement criteria
A:
Administrative only – as needed
B:
Entire/members of Board to participate
C:
D:
Board Chair – as needed
Representatives from External Relations Committee
Appendix B
Olds College – External Relations Activities/Key Publics
Board Member Attendance at Olds College Events
EVENT


Advocacy Breakfast

Open House



Gala
Golf Tournament
Olds College Graduation:
A. Pre-grad Luncheon
B. Graduation Ceremony
Olds College Students’
Association Christmas Formal
Student Awards and Donor
Recognition
(combination of awards night
and report to the Community)
Alberta Food Processor’s
Association ‘Feastival’
Olds College Alumni Awards
Dinner
Surf and Turf
Agriculture for Life,
Harvest Ball









Board member attendance at other Board-sanctioned events:
 ACCC Conference
 ACCC Board Chair/Board Vice Chair Symposium
Expected level of Board participation:

All Board members to attend

Three or more Board members to attend

At least one or two Board members to attend
Note:
The External Relations Committee will make a recommendation to the Board on Board
attendance at Launches/Special Announcements (one-of-a-kind events).
Note:
The President shall be consulted regarding Board member attendance at events with federal
and provincially elected officials in attendance.
BOARD MEMBER SKILL PROFILE
BOARD MEMBER’S NAME: __________________________________
Participate in Board activities
Participate actively in discussion
Facilitate consensus among Board members
Present innovative solutions to Board/College issues
Evaluate and respond to Board/College
Identify strengths and weaknesses associated with proposals to Board
Present alternatives that address weaknesses in proposals to Board
Speak to strengths and weaknesses in proposals to Board
Attend Board meetings
Attend College functions (e.g. graduation)
Listen actively
Attend subcommittee meetings
My personal priorities as a Board Member on a
scale of 1-5: 1 = Unimportant; 2 = Slightly
important; 3 = Important; 4 = Very important;
5 = Critical
My knowledge, skill and ability
in this task on a scale of 1-5: 1 = Poor; 2 =
Fair; 3 = Good; 4 = Very Good; 5 = Excellent
1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
4
4
4
5
5
5
5
5
5
5
5
5
5
5
1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
4
4
4
5
5
5
5
5
5
5
5
5
5
5
Validate College budget proposals
Evaluate budget proposals
Query financial ends and means proposals
Vote to approve Board consensus on budget
Make proposals to direct College financial strategies
Evaluate trends in College income and expenses
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
Advocate for Olds College
Present Olds College strengths and needs to business leaders
Present Olds College strengths and needs to government
Present Olds College strengths and needs to geographic constituents
Present Olds College strengths and needs to sectoral constituents
Present Olds College strengths and needs to College community
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
Validate College strategic plans
Identify Board outcomes
Identify measures that indicate performance
Evaluate indicators of College performance
Identify gaps in College performance
Make proposals to direct the College to address performance gaps
5
5
5
5
5
Appendix C
1
2
3
4
5
1
2
3
4
1
2
3
4
5
1
2
3
4
1
2
3
4
5
1
2
3
4
1
2
3
4
5
1
2
3
4
1
2
3
4
5
1
2
3
4
Comments:___________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Olds College Board of Governors
360º Performance Feedback Form
Board Member
Board Member Name
A. Participate in Board Activities
Comments:
B. Validate College Budget Proposals
Comments:
C. Advocate for Olds College
Comments:
D. Validate College Strategic Plans
Comments:
Board Member Name
Comments:
Comments:
Comments:
Comments:
Board Member Name
Comments:
Comments:
Comments:
Comments:
Board Member Name
Comments:
Comments:
Comments:
Comments:
Board Member Name
Comments:
Comments:
Comments:
Comments:
Performance level 1-5: 1 = Poor; 2 = Fair; 3 = Good; 4 = Very Good; 5 = Excellent
Appendix D
OLDS COLLEGE BOARD OF GOVERNORS
BOARD CHAIR REVIEW
Respond on a scale of 1 - 5: 1 =
Disagree; 2 = Slightly Disagree; 3 =
Neutral;
4 = Slightly Agree; 5 = Agree
1.
The Board Chair provides the leadership required to keep the focus on policy development, outcomes
monitoring and the development of external relations.
2.
1
2
3
4
5
The Board Chair ensures that the establishment and monitoring of the organization’s values, vision,
mission and outcomes are the Board’s most important responsibility.
1
2
3
4
5
3.
The Board Chair maintains the integrity of the Board’s process.
1
2
3
4
5
4.
The Board Chair provides mentoring support to Board members.
1
2
3
4
5
Comments:
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________
Appendix E
Olds College Board of Governors
Continuous Improvement Objective
Board Member:____________________
Date of Meeting with Chair:
Performance Improvement Objectives
Means/Measures
Workplan
Appendix F
Signed:
Timeline
BOARD CHAIR SKILL PROFILE
Provide situational leadership
Facilitate linkages between Board, President, government, and community
Identify roles and tasks of Board Chairman
Communicate with Board members verbally one on one and as a group
Communicate with Board members in writing
Assess need for direction and/or support regarding Board members and Board
agendas
Respond diplomatically to need for direction
Respond to Board member needs for support
My personal priorities as
a Board Chair on a scale of 1-5:
1 = Unimportant; 2 = Slightly important;
3 = Important; 4 = Very important;
5 = Critical
My knowledge, skill and ability
in this task on a scale of 1-5:
1 = Poor; 2 = Fair; 3 = Good;
4 = Very Good; 5 = Excellent
1
1
1
1
2
2
2
2
3
3
3
3
4
4
4
4
5
5
5
5
1
1
1
1
2
2
2
2
3
3
3
3
4
4
4
4
5
5
5
5
1
2
3
4
5
1
2
3
4
5
1
1
2
2
3
3
4
4
5
5
1
1
2
2
3
3
4
4
5
5
1
1
2
2
3
3
4
4
5
5
1
1
2
2
3
3
4
4
5
5
1
2
3
4
5
1
2
3
4
5
1
1
1
1
2
2
2
2
3
3
3
3
4
4
4
4
5
5
5
5
1
1
1
1
2
2
2
2
3
3
3
3
4
4
4
4
5
5
5
5
Facilitate business and strategic planning
Facilitate strategic planning activities of Board
Facilitate action planning for Board activities
1
1
2
2
3
3
4
4
5
5
1
1
2
2
3
3
4
4
5
5
Advocate for the Board and Olds College
Announce/state Board approved positions
Present Olds College strengths and needs to business leaders
Present Olds College strengths and needs to government
Present Olds College strengths and needs to geographic constituents
Present Olds College strengths and needs to sectoral constituents
Present Olds College strengths and needs to College community
1
1
1
1
1
1
2
2
2
2
2
2
3
3
3
3
3
3
4
4
4
4
4
4
5
5
5
5
5
5
1
1
1
1
1
1
2
2
2
2
2
2
3
3
3
3
3
3
4
4
4
4
4
4
5
5
5
5
5
5
Facilitate team building
Coach Board members to participate as members of a team
Facilitate Board members to identify their strengths and needs
Facilitate Board members to develop and implement a professional
development plan
Delegate responsibilities and Board work
Motivate Board members to achieve Board objectives
Identify individual Board member’s strengths
Facilitate the utilization of Board member’s skills in meeting Board objectives
Appendix G
BOARD CHAIR SKILL PROFILE
My personal priorities as
a Board Chair on a scale of 1-5:
1 = Unimportant; 2 = Slightly important;
3 = Important; 4 = Very important; 5 =
Critical
Facilitate Board Member participation in activities
Appoint Board members to committees
Identify Board activity interests of individual members
Mentor members to participate in Board activities
Relate needs for Board participation to members’ strengths
Identify roles that Board members need to take
Ensure Board members are provided information required in order to
participate in Board activities
My knowledge, skill and ability
in this task on a scale of 1-5:
1 = Poor; 2 = Fair; 3 = Good;
4 = Very Good; 5 = Excellent
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
1
1
1
1
1
2
2
2
2
2
3
3
3
3
3
4
4
4
4
4
5
5
5
5
5
1
2
3
4
5
1
2
3
4
5
Chair Board meetings
Facilitate rules of order in meetings
Recognize Board members wishing to speak to issues
Ensure meeting timelines are honored
Ensure motions are documented
Ensure notes are taken and recorded
Facilitate consensus on Board decisions
Ensure votes are taken and counted
1
1
1
1
1
1
1
2
2
2
2
2
2
2
3
3
3
3
3
3
3
4
4
4
4
4
4
4
5
5
5
5
5
5
5
1
1
1
1
1
1
1
2
2
2
2
2
2
2
3
3
3
3
3
3
3
4
4
4
4
4
4
4
5
5
5
5
5
5
5
Ensure Board compliance and adherence
Ensure Board compliance to enabling statues.
Ensure Board compliance to enabling bylaws
Ensure Board compliance to enabling acts
Ensure Board adherence to Olds College Mission
Ensure Board adherence to Olds College Mandate
Ensure Board adherence to Olds College Vision
1
1
1
1
1
1
2
2
2
2
2
2
3
3
3
3
3
3
4
4
4
4
4
4
5
5
5
5
5
5
1
1
1
1
1
1
2
2
2
2
2
2
3
3
3
3
3
3
4
4
4
4
4
4
5
5
5
5
5
5
Comments:______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
Board of Governors Profile Process
Part I
Appendix H
HUMAN CAPITAL CONTRIBUTIONS
Adding value to the Board is demonstrated by a member on a consistent basis
utilizing that member’s human capital contributions.
Please note that there is no expectation that every Board Member is able to (or will want to) contribute to every one of
the Human Capital items an Effective Board requires.
INTELLECTUAL [e.g. by your skills, abilities and knowledge related to strategic planning and business plan development]
Examples/Questions:
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
REPUTATIONAL [e.g. by virtue of your name, title and organization with which you might be affiliated]
Examples/Questions:
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
POLITICAL [e.g. by your connectivity into political decision-making processes and individuals at the local, provincial
and/or federal level]
Examples/questions:
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
SOCIAL [e.g. by your skills, abilities and knowledge related to societies trends, issues and opportunities]
Examples/Questions:
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
Board of Governors Profile Process
Part II
Appendix H
COMPETENCIES OF EFFECTIVE GOVERNING BOARDS
Note: The following Dimensions are Statistically Valid
CONTEXTUAL DIMENSION
The Board understands and takes into account the culture and norms of the organization it governs. The Board:
• Adapts to the distinctive characteristics and culture of the institution’s environment.
•
Relies on the institution’s mission, values, and tradition as a guide for decisions.
•
Acts so as to exemplify and reinforce the organization’s values.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
EDUCATIONAL DIMENSION
The Board takes the necessary steps to ensure that Board members are knowledgeable about the institution, the
profession, and the Board’s roles, responsibilities, and performance. The Board:
• Consciously creates opportunities for Board member education and development.
•
Regularly seeks information and feedback on its own performance.
•
Pauses periodically for self-reflection, to diagnose its strengths and limitations, and to examine its mistakes.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
INTERPERSONAL DIMENSION
The Board nurtures the development of Board members as a working group, attends to the Board’s collective welfare,
and fosters a sense of cohesiveness. The Board:
• Creates a sense of inclusiveness among Board members.
•
Develops group goals and recognizes group achievements.
•
Identifies and cultivates leadership within the Board.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
Board of Governors Profile Process
Part II (Con’t)
Appendix H
ANALYTICAL DIMENSION
The Board recognizes the complexities and subtleties of issues and accepts ambiguity and uncertainty as healthy
preconditions for critical discussion. The Board:
• Approaches matters from a broad institutional outlook.
•
Dissects and examines all aspects of multifaceted issues.
•
Raises doubts, explores tradeoffs, and encourages the expression of differences of opinion.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
POLITICAL DIMENSION
The Board accepts as a primary responsibility the need to develop and maintain healthy relationships among major
constituencies. The Board:
• Respects the integrity of the governance process and the legitimate roles and responsibilities of other
stakeholders.
•
Consults often and communicates directly with key constituencies.
•
Attempts to minimize conflict and win/lose situations.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
STRATEGIC DIMENSION
The Board helps the institution envision a direction and shape a strategy. The Board:
• Cultivates and concentrates on processes that sharpen institutional priorities.
•
Organizes itself and conducts its business in light of the institution’s strategic priorities.
•
Anticipates potential problems, and acts before issues become crises.
•
Anticipates potential problems, and acts before matters become urgent.
Examples/Questions
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
Board of Governors Profile Process
Part III
Appendix H
OLDS COLLEGE BOARD GOVERNANCE PROFILE
•
•
Please assess your Human Capital Contributions and the degree of success you feel our Board has achieved in fulfilling the established
Competencies of Effective Governing Boards. [Note that there is no expectation that every Board Member is able to (or will want to)
contribute to every one of the Human Capital items an Effective Board requires.]
This information will be compiled without identification of individuals by the Board Secretary. The compilation of personal profiles will
result in a Board profile.
Human Capital Contributions
Competencies of Effective Governing Boards
“Out of 100 total points assign which portion you contribute “Out of 100 total points assign which portion you contribute to each
to each category (assign all 100 points)?”
category (assign all 100 points)?”
Intellectual
_______
Contextual Dimension
_______
Reputational _______
Educational Dimension _______
Political
_______
Interpersonal Dimension _______
Social
_______
Analytical Dimension
_______
Political Dimension
_______
Strategic Dimension
________
Total Points = 100
Total Points = 100
Board Chair’s Notes:
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
Appendix I
SUMMARY OF EXECUTIVE LIMITATIONS
as defined in Policy 3 – Executive Limitations
While fulfilling the President’s role as detailed in Sections 3(A), he or she shall:
•
•
•
Cause or ensure that all practices, activities, decision and organizational circumstances are
legal, prudent and in concert with commonly accepted business and professional ethics and
College values;
Ensure that the day-to-day operations do not impede the vision or interfere with the
achievement of the Ends of the Institution;
Execute his or her responsibilities within the following limitations in respect to;
A. People Treatment: With respect to treatment of students, staff, guests, volunteers and
the community, dealings will be humane, fair and dignified.
B. Budgeting/Forecasting: Budgeting for any fiscal year or the remaining part of any fiscal
year shall ensure the fiscal integrity of the College and protect against fiscal jeopardy
while materially supporting the multi-year plan and Board Ends priorities.
C. Financial Condition: With respect to the organization’s financial health, the President
shall ensure the fiscal integrity of the College and protect against deviation of actual
expenditures from Board priorities established in Ends policies.
D. Emergency Executive Succession: In order to protect the Board from sudden loss of chief
executive services, the President may not have fewer than two senior administrators
familiar with Board and presidential issues and processes.
E. Asset Protection: The President shall protect and adequately maintain assets from
unnecessary risk.
F. Compensation and Benefits: With respect to employment, compensation and benefits to
employees, consultants, contract workers and volunteers, the President shall protect the
integrity and/or public image of the College.
G. Communication and Counsel to the Board: The President shall provide sufficient
information and counsel to the Board to keep the Board informed.
H. Advocacy: the College vision shall be presented positively and strategically to Key Publics.
The President shall provide the tools and mechanisms to accomplish this.
I. Financial Borrowing: The President shall protect against institutional borrowing that fails
to comply with government requirements and borrowing that will jeopardize the College’s
fiscal integrity.
J. Operational Sustainability: The President shall enact business approaches that create
long-term value by embracing opportunities and managing risks derived from the
multiple bottom line sustainability perspectives.
Board members are advised to refer to 4. Policy Type: Executive Limitations for details of these
limitations.
Appendix J
A. Standing Committees
BOARD OF GOVERNORS’ COMMITTEE STRUCTURE
Committee
Audit Committee
Frequency of
Meetings
Board Executive Committee
At the call of
the Cmte
Chair
Monthly
Institutional Evaluation Committee
Monthly
Board Effectiveness Committee
At the call of
Committee
Chair
At the call of
Committee
Chair
External Relations Committee
B. Ad Hoc Committees
Committee
Frequency of
Meetings
Policy Review
As required
Major Investment Risk Management
As required
C. External Organizations and Boards
Committees and Organizations
Olds Institute
CLC Governance Team
Chairmanship
Board Membership
Appointed by
Committee
3 Public Board Members
Board of Governors’
Chair
Appointed by Board of
Governors’ Chair
Appointed by Board of
Governors’ Chair
Chair, Vice Chair, 1 Public
Board Member, & President
3 Board Members &
President
Chair, 2 Board Members, &
President
Appointed by Board of
Governors’ Chair
Chair, 2 Board Members, &
President
Chairmanship
Board Membership
Appointed by Board of
Governors’ Chair
Board of Governors’
Vice Chair
Frequency of
Meetings
Chairmanship
Frequency of
Meetings
Chairmanship
As required
Monthly
All Board Members
All Vice Presidents
Vice Chair, 2 Public
Members, 1 Internal Board
Member
Board Membership
1 Board Member
Brd Vice Chair & Alternate
D. Academic Council
Committee
Academic Council
Monthly
E. Administrative Committees Reporting through the President
Frequency of
Committee
Meetings
Administrative Services Committee
Monthly
Budget Advisory
At the call of the
Chair
As required
As required
Collective Bargaining
Sustainability Engagement Committee
Appointed by
Committee
Chairmanship
Board Membership
1 Board Member &
Alternate
Board Membership
Non-Voting
VP Student &
Support Services
Up to 3 Board Members
according to Board Need
VP Student &
Support Services
2 Audit Committee
Members
1 Public Board Member
1 Board Member
VP Student &
Support Services
Appendix K
Standing Committees
Committee
Audit Committee
Board Executive Committee
Institutional Evaluation
Committee
Board Effectiveness Committee
External Relations Committee
DEFINITION OF COMMITTEES
A.
B. Ad Hoc Committees
Committee
Policy Governance Review
Major Investment Risk
Management
Definitions
For definitions of the Board’s Standing Committees, please refer to the Terms of
Reference contained within this Policy.
Definitions
Annually, the Board undertakes reviewing Policy in Governance in its entirety. The
Policy is divided and reviewed by three Committees appointed by the Board during the
months of January and/or February. Suggested amendments are then presented to
the Board at the Policy Review Workshop scheduled the 4th Wednesday in February.
Refer to Board Policy 3. Policy Type: Board-Staff Relationship, Policy F. Managing
Major Investment Risk: The Role of the Board.
C. External Organizations and Boards
Committees and Organizations
Olds Institute
CLC Governance Team
Definitions
A community association that meets monthly. Included amongst its members are four
essential members: Olds College, Olds Agricultural Society, Olds & District Chamber of
Commerce, and the Town of Olds. Working together this group promotes regional
development in the Olds area.
Meets monthly and is comprised of representatives from Olds College, Chinook’s Edge
School Division, Mountain View County, Campus Alberta Central, CLC members,
members at large and Olds High School. This group works together to address the
governance needs of the CLC.
D. Academic Council
Committee
Academic Council
E.
Definitions
Meets monthly (September to June) on the second Thursday of each month. Meetings
are generally in the 5:00 PM to 8:00 PM time frame. Academic Council is established
under the Post-secondary Learning Act and makes recommendations to the Board on
policies and procedures and issues impacting academic life.
Administrative Committees Reporting through the President
Committee
Administrative Services
Committee
Budget Advisory
Collective Bargaining
Sustainability Engagement
Committee
Definitions
Meets on the Monday of the week prior to the Board of Governors meeting as
required. The number of meetings is based on annual reporting responsibilities and
specified needs. This is a joint Committee with the primary role of reviewing
recommendations from Administration concerning; financial, human resource,
operational and capital policies and procedures, as well as land use on Campus.
Meets on an “as needed” basis during the development of the College’s Operating
Budget.
Bargaining commences following notification of the desire by one of the parties to
amend the collective agreement. The Collective Bargaining Committee meets with
representatives of the Alberta Union of Provincial Employees Local 071/Chapter 002
and the Olds College Faculty Association for the purpose of negotiating Collective
Agreements with each association.
This Committee meets on a monthly basis. It is a cross-divisional Committee
comprised of academic, administration and student leadership. It oversees the
implementation of the multiple bottom-line sustainability framework within the
College.
Appendix L
Olds College Governance as Stewardship Model
Executive Compensation
Items for consideration when negotiating Executive Compensation will include but not be limited to:
 Salary and benefits
 Performance Compensation against targeted, measurable goals…“SMART”
[Specific, Measurable, Attainable, Realistic, Timely] goals
 Travel, including partner allowance
 Vacation
 Memberships
 Housing
 Administrative Leave
 Professional Development
 Supplementary Executive Retirement Plan
 Relative merits of the quality of life in Olds, Alberta
 Any additional monetary or non-monetary components that are agreeable to both parties
Appendix M
Olds College Sustainability
Definition:
Corporate sustainability is a business approach that creates long-term value by embracing
opportunities and managing risks derived from the multiple bottom line perspectives of economic,
environmental, research and teaching, educational, social and governance responsibilities 4.
Economic Sustainability is the prudent use of all resources to optimize the College’s capacity to
achieve the vision without compromising the potential for continued benefits. 5 It involves the
discipline to create long-term benefits by securing diversified revenues and allocating resources
based on current situational realities, anticipated future events, financial position and
operational risks.
Environmental Sustainability involves the protection and enhancement of our environment.
Sustainable practices include pollution prevention and recovery practices, and recycling
processes. It involves choosing, where viable, clean technologies, clean and renewable energy
sources, and environmentally responsible products. Programs, facilities and grounds will be
planned, constructed and operated in a manner that reduces our environmental footprint and
protects ecological systems.
Educational Sustainability encompasses the creation of life-long learning opportunities by
planning, preparing and delivering globally competitive programs and education in ways that
exceed learner goals. It requires attracting and retaining skilled and knowledgeable staff
committed to personal and learner development, innovative curriculum design, access to
technology and tools and excellence in teaching and learning strategies. Staff, irrespective of
role, create an environment that inspires and enables individuals to develop their capabilities to
the highest potential levels throughout their life. 6
Research and Teaching Sustainability involves the teaching of holistic sustainability principles in
the College’s curriculum and conducting research to improve sustainability practices. It raises
awareness of sustainability, research of sustainability and improves learning outcomes and
student experiences. Research and teaching sustainability prepares students to be better
citizens and leaders.
Social Sustainability builds upon the basic needs of health, security and justice to enhance
individual and community capacity. Capacity and quality is supported through learning and
personal growth. It creates social inclusion and builds trusting compassionate communities.
Governance Sustainability is a shared leadership practice that develops and empowers the
Board of Governors and staff to be institutional leaders. Its collaborative approach is founded on
the principles of governance stewardship and moral leadership to achieve long-term growth and
the development of the College. Through shared leadership practices, governance sustainability
builds capacity by creating, sustaining and fulfilling the values, vision, mission and outcomes of
the College.
Crews, Derek E. "Strategies for Implementing Sustainability: Five Leadership Challenges." (Referencing Dow Jones
Sustainability Definition), SAM Advanced Management Journal (07497075) 75, no. 2 (Spring 2010).
5 Fiona Tilley and William Young. Sustainability Entrepreneurs, Could They Be the True Wealth Generators of the Future?,
University of Leeds, UK,
http://web.ebscohost.com.ezproxy.royalroads.ca/ehost/pdfviewer/pdfviewer?hid=12&sid=d8c09da5-051b-46b9-a49b4256fbd6f99a%40sessionmgr10&vid=12
4
6 A Report on Public Expectations of Postsecondary Education in Canada, Councils of Ministers of Education, Canada
(CMEC), 1999.
Policy Statement:
Olds College commits to be a leader in sustainability by adopting integrated business practices that
encompass environmental, social, research and teaching, educational and economic sustainability
disciplines. We embrace sustainability’s multiple bottom line philosophy as a means to improve our
decision-making processes and to continuously enhance our operational
effectiveness. Sustainability is our means to succeed in meeting our current and emerging
needs. All members of the college community are individually and collectively entrusted and
responsible to challenge our existing practices by seeking new and innovative sustainable practices.
Board Executive Committee
Terms of Reference
1. TITLE
The name of the Committee shall be the Executive Committee.
2. PURPOSE
A standing committee of the Board that strategically reviews governance. This Committee also
acts on behalf of the Board on any matters requiring action prior to scheduled meetings of the
Olds College Board of Governors.
3. MEMBERSHIP
The Committee is comprised of the Board Chair, who also serves as the Chair of the Committee,
the Board Vice Chair, one additional public Board member, and the College President.
A majority of the members of the Committee shall constitute a quorum at any meeting.
On behalf of the Committee, the Committee Chair may invite internal or external persons to
attend meetings, in a non-voting capacity, to provide advice and assistance where necessary.
4. FUNCTIONS
The functions of the Executive Committee are:
a) to conduct quarterly reviews with the President to discuss institutional priorities and
presidential goals and to carry out an annual review of the President’s performance;
b) to initiate or review prior to going to the full Board, new Board policies or amendments as
may from time to time be required;
c) to take responsibility for preparation, monitoring and management of the Olds College
Board of Governors’ operating budget;
d) to be attentive to the activities of the external environment and prepared to react
appropriately;
e) to ensure compliance with government legislation;
f)
to attend to all responsibilities of the Executive Committee as set out in Board policy.
5. MEETINGS
The Executive Committee shall meet in the period ten days prior to each Board meeting or in an
extraordinary meeting at the call of the Committee Chair.
Page two
6. MINUTETAKER/SECRETARY
As the Committee’s minute taker, the Board Secretary will prepare agendas and issue notices for
Committee meetings, ensuring all necessary documents requiring discussion or comment are
included with the agenda.
Meeting minutes will be recorded and distributed in draft form to all Committee members within
one week of the meeting.
Minutes will be accepted by Committee members as a true and accurate record at the
commencement of the next meeting.
7. AMENDMENTS
The Terms of Reference shall be reviewed annually from the date of approval. They may be
altered to meet the current needs of the Committee by agreement of the majority.
The above Terms of Reference for the Board Executive Committee have been agreed to:
_____________________________
Committee Chair
________________________________
Date of Approval by Committee
Board Institutional Evaluation Committee
Terms of Reference
1. TITLE
The name of the Committee shall be the Institutional Evaluation Committee.
2. PURPOSE
A standing committee of the Board that guides institutional evaluation through the continuous
process of Outcomes Monitoring.
3. MEMBERSHIP
The Committee is comprised of four Board members, one of whom is the College President.
Annually, the Board Chair will appoint one of the members as the Committee Chair.
A majority of the members of the committee shall constitute a quorum at any meeting.
On behalf of the Committee, the Committee Chair may invite internal or external persons to
attend meetings, in a non-voting capacity, to provide advice and assistance where necessary.
4. FUNCTIONS
The functions of the Institutional Evaluation Committee are:
a) to assist the Board in its role of monitoring institutional performance;
b) to take responsibility for providing monthly Outcomes Monitoring Reports to the Board;
c) to undertake an annual review of the key performance indicators associated with each of
the institutional outcomes;
d) to provide to the Board an annual comparison of measures based on established
benchmarks by means of an Institutional Scorecard;
e) to undertake an annual review of Outcome Monitoring Reports in a two-year cycle
associated with the Key Performance Indicators for each outcome;
f)
to attend to all responsibilities of the Institutional Evaluation Committee as set out in
Board policy.
5. MEETINGS
The Institutional Evaluation Committee shall meet in the period at least ten days prior to each
Board meeting or in an extraordinary meeting at the call of the Committee Chair.
Page two
6. MINUTETAKER/SECRETARY
As the Committee’s minute taker, the Board Secretary will prepare agendas and issue notices for
Committee meetings, ensuring all necessary documents requiring discussion or comment are
included with the agenda.
Meeting minutes will be recorded and the draft minutes distributed to all Committee members
within one week of the meeting.
Minutes will be accepted by Committee members as a true and accurate record at the
commencement of the next meeting.
7. AMENDMENTS
The Terms of Reference shall be reviewed annually from the date of approval. It may be
recommended that they be altered to meet the current needs of the Committee by agreement of
the majority.
The above Terms of Reference for the Board Institutional Evaluation Committee have been agreed
to:
_____________________________
Committee Chair
________________________________
Date of Approval by Committee
Board Effectiveness Committee
Terms of Reference
1. TITLE
The name of the Committee shall be the Board Effectiveness Committee.
2. PURPOSE
As stewardship is central to the understanding and practicing of governance, the Board
Effectiveness Committee, a standing committee of the Board that protects the practice of shared
leadership and governance as stewardship.
3. MEMBERSHIP
The Committee is comprised of four Board members, which includes the Board Chair and the
College President. Annually, the Board Chair will appoint one of the members as the Committee
Chair.
A majority of the members of the committee shall constitute a quorum at any meeting.
On behalf of the Committee, the Committee Chair may invite internal or external persons to
attend meetings, in a non-voting capacity, to provide advice and assistance where necessary.
4. FUNCTIONS
The functions of the Board Effectiveness Committee are:
a) to enable Board members to work collectively and commit to becoming protectors,
defenders and stewards of the College;
b) to focus on Board performance improvement, Board member recruitment and new Board
member orientation;
c) to take responsibility for the annual review of Governance as Stewardship “Summary”,
Pages 3 to 5, as well as Appendix ‘A’;
d) to ensure that the Board stays on the pathway of shared leadership and governance as
stewardship; and
e) to extend an invitation to the internal associations electing new representatives to an
information session regarding the Board and its functions. In non-electing years, the
Committee is to conduct an information session regarding the Board and its functions if
so requested by the internal associations.
5. MEETINGS
The Board Effectiveness Committee shall meet at the call of the Committee Chair.
Page two
6. MINUTETAKER/SECRETARY
As the Committee’s minute taker, the Board Secretary will prepare agendas and issue notices for
Committee meetings, ensuring all necessary documents requiring discussion or comment are
included with the agenda.
Meeting minutes will be recorded and draft minutes distributed to all Committee members within
one week of the meeting.
Minutes will be accepted by Committee members as a true and accurate record at the
commencement of the next meeting.
7. AMENDMENTS
The Terms of Reference shall be reviewed annually from the date of approval. It may be
recommended that they be altered to meet the current needs of the Committee by agreement of
the majority.
The above Terms of Reference for the Board Effectiveness Committee have been agreed to:
_____________________________
Committee Chair
________________________________
Date of Approval by Committee
Board External Relations Committee
Terms of Reference
1. TITLE
The name of the Committee shall be the External Relations Committee.
2. PURPOSE
A standing committee that provides recommendations or advice to the Board regarding external
advocacy, communication and relationship building.
3. MEMBERSHIP
The Committee is comprised of four Board members, one of whom is the College President.
Annually, the Board Chair will appoint one of the members as the Committee Chair.
A majority of the members of the committee shall constitute a quorum at any meeting.
On behalf of the Committee, the Committee Chair may invite internal or external persons to
attend meetings, in a non-voting capacity, to provide advice and assistance where necessary.
4. FUNCTIONS
The functions of the External Relations Committee are:
a) to enable policy development regarding external relations and public affairs;
b) to define key publics and provide oversight to build and preserve the reputational capital;
c) to define the role of the Board member with respect to contribution and relationship
building;
d) to extend an annual invitation to an information session regarding policy governance to
the Student Association of Olds College at the time of their executive change over; and
e) to facilitate and schedule a minimum of one annual Advocacy Breakfast at a location(s)
deemed to be suitable.
5. MEETINGS
The External Relations Committee shall meet at the call of the Committee Chair.
Page two
6. MINUTETAKER/SECRETARY
As the Committee’s minute taker, the Board Secretary will prepare agendas and issue notices for
Committee meetings, ensuring all necessary documents requiring discussion or comment are
included with the agenda.
Meeting minutes will be recorded and distributed to all Committee members within one week of
the meeting.
Minutes will be reviewed and accepted or amended by Committee members as a true and
accurate record at the commencement of the next meeting.
7. AMENDMENTS
The Terms of Reference shall be reviewed annually from the date of approval. It may be
recommended that they be altered to meet the current needs of the Committee by agreement of
the majority.
The above Terms of Reference for the Board External Relations Committee have been agreed to:
_____________________________
Committee Chair
________________________________
Date of Approval by Committee
Board Audit Committee
Terms of Reference
1. TITLE
The name of the Committee shall be the Audit Committee.
2. PURPOSE
A standing committee of the Board that assists the Board in fulfilling its oversight responsibilities
with respect to risk assessment, internal controls and financial reporting and facilitates
communication with stakeholders; the Auditor General, Board of Governors, internal auditor and
senior management.
3. MEMBERSHIP
The Audit Committee shall be comprised of three public members of the Board of Governors who
shall be voting members. The Committee shall be chaired by one of the three public members.
If deemed appropriate, the student representative on the Board of Governors may be appointed
to the Audit Committee as an additional voting member. Two of the four possible members
represent a quorum.
All members of the Committee shall be financially literate, being defined as able to read and
understand financial statements at the level of complexity presented in the financial statements
of the College. Each member of the Audit Committee shall be free from any relationship that
would interfere with the exercise of independent judgment as a member of the Committee.
Non-voting, ex officio Committee members will include the President, and the Vice President and
the lead staff member responsible for Business Services. The Committee may call for the
presence of others.
4. FUNCTIONS
The functions of the Audit Committee are:
a) Oversight of the integrity of the College’s financial statements and financial reporting
processes; including the audit process, and compliance with all related government, legal
and regulatory requirements.
b) Oversight of the College’s financial management and the provision of timely and accurate
information to the College’s statutory auditor, the Auditor General of Alberta.
c) Provide regular and timely financial reports to the Board of Governors of Olds College.
d) Oversight of the College’s performance in avoiding or mitigating risk.
5. MEETINGS
The Audit Committee shall meet at least twice annually, and more frequently as circumstances
dictate.
Page two
6. MINUTETAKER/SECRETARY
As the Committee’s minute taker, the Board Secretary will prepare agendas and issue notices for
Committee meetings, ensuring all necessary documents requiring discussion or comment are
included with the agenda.
Meeting minutes will be recorded and distributed in draft form to all Committee members within
one week of the meeting.
Minutes will be accepted by Committee members as a true and accurate record at the
commencement of the next meeting.
7. AMENDMENTS
The Terms of Reference shall be reviewed annually from the date of approval. It may be
recommended that they be altered to meet the current needs of the Committee by agreement of
the majority.
The above Terms of Reference for the Board Audit Committee have been agreed to:
_____________________________
Committee Chair
________________________________
Date of Approval by Committee