Category Archives: Governance

This is one of a series of posts on my thoughts and experiences as an elected faculty governor on UBC’s Board of Governors. My opinions are my own and do not represent the opinions of other governors or of the Board itself. 

In my last post, I presented some perspectives on board governance issues that affect the participation of the elected governors in the business of the Board of Governors.

The issues I raised arise from sharp differences between the way the elected governors view their role on the Board and the way some of the appointed governors (and some members of the administration) view the role of elected governors on the Board.

It would be an easy trap to fall into to try to interpret these differences by making assumptions about the intentions of those involved in the disagreements. I think it would be a mistake to do so because I believe this is about resolving a difference of visions of how the university community participates in its own governance, and, as such, this is not simply connected to the intentions of the individual governors. (It would be safest to assume everyone is well-intentioned, if one felt the need to ascribe intentions to others at all.)

I (and other elected governors) have strong disagreements with the perspectives of some of the appointed governors in leadership roles on the Board over how elected governors are to participate in the Board’s business and over how matters pertaining to elected governors should be discussed by the Board. These are not personal disagreements.

The indoctrination of governors when they come onto the Board seems heavily influenced by the ideas and philosophies of organizations like the AGB, a US-based organization, when it comes to building perspectives on the elected governors’ role on the Board. The AGB pushes the idea that students, staff, and faculty on boards cannot be sufficiently “independent” to participate in making good board decisions.  In effect, the AGB rejects the idea that a university community has the right to participate in its own governance.  (I would expect the AGB to object to my characterization of their position, but I tend to effects-based analyses, and the effects I see lead me to conclude their approach acts to limit the participation of community-elected members on boards.)

The University Act puts us on the Board, which means the government has decided a university can be well-governed when members of its own community participate as members of the Board of Governors.  The AGB generally works in contexts where the founding legislation of universities does not provide for faculty, staff, or student representation on boards. (For example, the University of Michigan Board of Regents has no faculty, staff, or students on it, and its members are elected in statewide elections.)

The idea that elected governors are not “independent” is relied on heavily in many of the arguments I hear to limit elected governor participation in Board business. These ideas appear in many of the documents or books on governance members of the Board receive as part of our “education” on being better governors, materials that are hardly unbiased in some cases. (Some members of the administration also hold to the idea elected governors should not participate in some Board business, which influences the views of some of the appointed governors.)

Given the influence and perceived authority of established organizations like the AGB, and the influence of members of the administration, it is not surprising some appointed governors would hold to the position that it is reasonable to limit the participation of elected governors in board business.

That said, acting on this belief to exclude elected governors without engaging with the elected governors to discuss the issue does not make for good board governance.

A few comments on the appointed governors.

As a general rule, I avoid mentioning individual governors (or administrators) in my posts, though I occasionally refer to the chair of a committee or the board by their position. It is usually not relevant who the individuals are when I write about matters on my mind as an elected faculty representative on the UBC Board of Governors, and this is also the case with the present issue.

The provincial government has appointed some excellent people to the UBC Board of Governors. They are dedicated, talented individuals who are genuinely committed to UBC. In my experience, they are persons of high integrity. They certainly work hard on the University’s behalf, and for no compensation.

While a few appointed governors are active members of the BC NDP, I am unaware of the political affiliations, if any, of most of the governors. I do not imagine the provincial government unduly influencing the Board in our meetings through the appointed governors.

The Board’s main contact with the government is through the required regular meetings between the Board Chair (and usually Vice Chairs) and the Ministry of Advanced Education. The University’s primary working engagement with government is through the Office of the VP External Relations.

Government certainly has an influence on matters at UBC, and I will be highlighting this in some of my future posts on specific issues (e.g. COVID).

 

This will be one of a series of posts on my thoughts and experiences as an elected faculty governor on UBC’s Board of Governors. My opinions are my own and do not represent the opinions of other governors or of the Board itself. 

British Columbia’s original University Act of 1908 created a Board of Governors consisting of the Chancellor, who acted as chair, the President, and nine persons appointed by the Lieutenant Governor in Council.  Faculty and staff were explicitly excluded from being appointed to the Board (Section 35, with reference to Section 39(f)). Students are not mentioned at all, but in 1908, no one would imagine students being appointed to any university governing body.

Professors, including Deans, were involved in university governance through the Senate and their Faculties. Students were excluded from participation in the governance of their university.

The current University Act (from 1996, but with subsequent legislative changes) provides for 8 elected governors on UBC’s Board of Governors, including 3 faculty members, 3 students, and 2 staff members. The Chancellor and the President are still ex-officio members, but the Chancellor no longer chairs the Board of Governors. There are now 11 governors appointed by the government, and the Act requires the board chair to be chosen from these 11 members.¹ Other than this exclusion from becoming chair of the board, there are no other restrictions in the University Act on elected governor participation in board business. 

Given the absence of any restrictions in the legislation, one expects the elected governors to participate in every aspect of board business unless they are in conflict of interest for a matter on the board’s agenda. This implies they are eligible for membership on any committee or even to chair many of the committees, with the decisions for such assignments based entirely on their suitability given their skill sets and experiences. The Committee Rules and Practices (Section 4) of UBC’s Board of Governors confirm this by listing no restrictions based on whether a governor is elected or appointed.  The terms of reference of the Board’s committees do set the composition of each committee, but they do not restrict any governor from being appointed as chair of a committee based on whether they are elected or appointed governors.

In practice, it is likely the chair of the board’s finance committee, for example, will be chosen from among the appointed governors given the need for an expert financial qualification and background as basic competencies to lead these committees. (The government office that appoints people to the boards of crown agencies takes into consideration the needs of a board for certain skills sets.)  In theory, however, an elected faculty governor from the Sauder School’s Finance Division or Accounting Division, say, would be qualified to chair this committee.

How is conflict of interest (COI) considered in these committee assignments and the subsequent work these committees do?

UBC’s Board of Governors operates under the Code of Conduct and Conflict of Interest Guidelines (“the Code“) approved by the Board and last updated in 2017. Section 6 of the Code defines conflict of interest in terms of “private interests” and “private duties.”  The Code is consistent with the University Act in not placing restrictions on governors’ participation in the board based on their category of elected or appointment.

Some people bristle at the lack of such restrictions as they imagine constant conflicts of interest for students, staff, and faculty to even be on the Board of Governors.  Indeed, it has long been the position of the Association of Governing Boards (AGB), a US organization, that faculty, staff, and students should not be on university boards: “It is AGB’s view that faculty, staff, and students ordinarily should not serve as voting members of their own institution’s governing board because such involvement runs counter to the principle of independence of judgment required of board members” (from PDF p. 7 of  the AGB’s Statement on Board Responsibility for Institutional Governance.)

The AGB has had great influence at UBC in recent years. While much of the work of the AGB is valuable, their position that elected governors should not be on university boards has been problematical in my experience.  Our Board leadership seems to have consulted with them on issues where there is a clash of opinions with the elected governors about our roles on the Board. This is in spite of feedback from some of the elected governors, myself included, that we object to using the advice and services of an organization that believes we should not be on the Board in the first place.

Of course, the University Act statutorily settles the legitimacy of faculty, student, and staff representatives on boards for BC universities. This statutory legitimacy means decisions that would limit or exclude these elected representatives from participating in the business of the university must clear a high bar before being made. Here in BC (and the rest of Canada), we have clearly decided there are advantages to having the university community participate in its own governance.

Issues 1:  Committee Composition and Assignments.

Just as I came on the Board, new terms of reference for the Board’s committees had been passed by the Board after a review of the committees. These changes included changes to the composition of the committees, which resulted in reducing the representation of elected governors below proportional representation based on our prevalence on the Board (a ratio of 8 elected governors to 11 appointed governors) on some key committees.

The Chancellor, the President, and the Board Chair are ex officio members of all committees. Because the Board Chair is also an appointed governor, I could make an argument the working ratio for committees should be consistent with the ratio of 8 elected governors to 10 appointed governors.

When the updated committee assignments came out just 3 months after I came onto the Board, I learned I had been removed from the Finance Committee and the Governance Committee. Eventually the Chair of the Finance Committee (who seemed as surprised as I was that I had been removed from the committee) used his power as Chair to invite me (and another elected governor who had been removed from the Committee) to participate as a non-voting member of the committee, including in closed and in camera sessions. The Chair of the Board told me the new rules at the time had reduced the number of elected governors on the Finance Committee to 2, one of whom must be a student. There are 5 appointed governors on the Finance Committee.  (This made the ratio of elected to appointed governors equivalent to 8 to 20 instead of 8 to 10.)

In response to a request to reconsider the composition of the Finance Committee, the Board changed the rules again to include 3 elected governors on the Finance Committee, one student, one staff, and one faculty governor, and I was assigned to be on the Finance Committee again. There remain 5 appointed governors on this committee. This 3 to 5 ratio is not the 4 to 5 ratio of elected governors to appointed governors on the Board. This change took several months to happen, during which UBC’s faculty did not have a voting representative on one of the most important committees of the Board.

The Governance Committee also has a reduced ratio of 3 elected to 5 appointed governors instead of a 4 to 5 ratio. Several elected governors raised concerns about this in September, but no changes have been made so far.

The Property Committee has equal numbers of elected and appointed governors ( 4 to 4), as does the People, Community, and International Committee (4 to 4).

The Executive Committee, which is composed of the chairs of the Board’s committees, has 2 elected governors and 7 appointed governors. Note there are only 2 committees chaired by elected governors. A student is invited to participate in a non-voting capacity on the Executive Committee and this role is rotated between the student governors. Given this committee’s powers, particular during periods between regular Board meetings, I believe the membership of this committee should be rebalanced to better reflect the proportion of elected governors on the Board and to ensure there is a student member.

Given the increasing delegation of the Board’s work to its committees, and the increasing use of the consent agenda in Board meetings, it is important to ensure the perspectives of elected governors, and hence the university community, are well-represented on all the Board’s committees, including in the leadership of these committees.  In theory, even though few elected governors chair a committee, elected governors can also take the role of vice-chair on some committees. However, the role of vice chair is not well-defined and so the participation of vice chairs in the leadership of the committees is highly dependent on the committee chairs’ engagement with their vice chairs.

Issues  2: Committee Assignments and Accountability to the Board

By the current rules of the Board (Section 4), the committee assignments are made by the Board Chair with the assistance of the President. The Board Chair then decides who to assign as chairs of each committee in consultation with the Board’s Vice Chair (we have 2 Vice Chairs at this time).   These assignments are not subject to final approval by the Board.

This process provides the President with great influence over the committee assignments. And this influence is invisible, even to the Board itself.

In my opinion, this practice does not allow for  transparency and accountability to the Board, and hence to the university community and the general public.

UBC’s Board of Governors should create a nominating committee to recommend committee assignments to the Board. Queen’s University’s Board of Trustee’s, for example, has successfully used this approach for some time through its Governance and Nominating Committee.

Issue 3:  COI and Exclusion of Elected Governors

A governor with a conflict of interest (COI) connected to an agenda item for a Board committee or the Board itself needs to declare their conflict and a decision is made as to how it will be handled. In some cases, it is appropriate to recuse oneself from the discussion and deliberation on that item. A governor should also raise a potential COI matter related to another governor when they believe one may exist. The Board has encoded its approach to COI in the Code, which provides guidance on how to proceed when COI is raised.

Recall that COI is defined in terms of a governor’s private interests and private duties. This means any COI conversation must engage the individual governor as part of the process to consider their private interests and private duties. The Code (Section 7.6, e.g.) is clear on this point.

The Code does not anticipate COI decisions based solely on whether a governor is an elected governor.

In March 2022, the Board Chair communicated to faculty and staff governors that we would be excluded from Board decisions about compensation and terms and conditions in contracts when the Board appoints senior administrators based on a determination that we would be in conflict of interest as employees of the University. In this determination, we would not just be asked to abstain from voting, but we would be denied access to relevant documents and be asked to recuse ourselves from the discussion and deliberations.

It is worth noting that the compensation of all senior administrators in BC universities is publicly released each year, as required by law. Contracts are available to the public through a Freedom of Information request.

This sudden exclusion was a surprise to me since I had already participated fully in appointments and reappointments since joining the Board, including in the reappointment of the President.

Contrary to the Code, I had not even been informed any COI question had been raised involving me, and I certainly had not participated in any process to examine my private interests and private duties in relation to this matter.

I raised my concerns and objections to the Board Chair immediately and received no response until after the Board meeting in June, when the matter was referred to the Governance Committee.

Eventually, an interim decision was made between Board meetings to allow faculty governors to participate fully in the appointments of non-academic administrators and staff governors to participate fully in the appointments of academic administrators.  Faculty governors could participate fully in the appointment of the VP Finance and Operations, for example, but could not participate fully in the appointment of the VP Academic and Provost or a Dean.

Naturally, I asked whether the faculty governors would be allowed to participate fully in the appointment of the President, the most senior academic administrator appointment in the University. (The President’s contract is published online, so it seemed absurd to me that faculty governors would be denied this document.)

In the end, the Governance Committee decided that COI is to be assessed with respect to the private interests and private duties of governors, as the Code says, and so faculty and staff governors could participate in these decisions unless there was a conflict arising from a private interest or private duty.

I had thought this decision had settled the way in which COI matters involving elected governors would be managed.

In October, another situation arose in which a COI determination was made that affected how the elected faculty and staff governors will participate in Board business and, again, it was made without engaging the faculty governors in the discussion.  Since the matter is still to be resolved, I will not provide any details here.

To be clear, I am not arguing that faculty and staff governors could not have conflicts of interest that arise from our other relationships to the University, including our employment relationships. I am simply saying that a governor (elected or appointed) should be provided with an opportunity to be engaged with the matter before they are excluded from Board business.  The Board should follow the Code.

 

 

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1  At UBC, the process of electing a chair of the board is overseen by the Chancellor, who consults with all governors, and all governors are eligible to vote on the appointment of the chair of the board.

 

UBC’s 2021/22 budget will come to the Board of Governors for approval in April.

I have yet to see a draft of this budget.

The 2021/22 budget is likely to be one of President Ono’s most important budgets. It needs to help UBC emerge from the pandemic with minimal negative impact on the academic mission (certainly possible). It will also constrain UBC’s future for the next decade by locking resources to fund several large-scale strategic initiatives and other projects.

Ideally, this budget would also start to address some of the longstanding problems affecting UBC’s frontline academic departments and the students they teach, but I am not convinced we will see any substantial funding commitments to this end.

Against the backdrop of a pandemic, there is the likelihood of a modest budget deficit, as pre-approved by the BC Provincial Government. I do not think this implies we will have an “austerity” budget, though an overall budget deficit would still affect all units, including academic ones.

For 2020/21, the initial consolidated budget deficit estimate was $225 million in July 2020. This was based heavily on two key factors: (1) a postulated $138 million drop in tuition revenues, and (2) an expected $208 million drop in other revenues (primarily from ancillary operations).

Instead of a drop in enrolment, however, 2020S and 2020W registration levels (pp. 94ff)  are at pre-COVID-19 targets for 2020/21 or higher.  This will mean a substantially smaller deficit for the 2020/21 fiscal year than predicted.

UBC  Student Housing and Community Services (SHCS) laid off temporarily about 350 workers at the end of November 2020 in response to its expected $80 million deficit. As well, more students opted to live in SHCS housing starting in January.  As a result, we should see a reduced SHCS deficit.

Thus, one can reasonably say there will be a much smaller deficit for 2020/21 than the $225 million one anticipated in July 2020. The public version of the mid-year financial review given to the Board of Governors Finance Committee in late November 2020 gives no updated estimate on the deficit, but it was verbally reported in this open session (starting around minute 25:45:00) the consolidated budget deficit had shrunk to $100 million. (Unfortunately, this mid-year financial review document does not include any numerical financial data.) I expect the final deficit figure to be even smaller than this.

In spite of a possible budget deficit for 2021/22, it is reasonable to imagine a near-term return to modest budget surpluses, so I expect funding requests for a number of large new or continuing initiatives and capital projects to be included in the proposed 2021/22 budget.

That said, I also expect to see some on-going financial impacts of the pandemic in UBC budgets for the next two or three years.

As a Governor, I have an “insider” set of expectations for what we will see in the 2021/22 budget based on what has been introduced to the Board this past year, mostly in closed sessions (and hence I cannot talk about them publicly yet), but I will be honest with my readers and say the “insider” look-see is less revealing than they might expect.

Based on my experiences on the Board to date, I wonder if Governors will receive sufficient financial information and be given ample time to study and ask questions about major proposals so we may properly assess the associated spending requests in the budget. Questions like ‘Are the costs reasonable?’ ‘How are we funding this?’ ‘What are the financial timelines for this proposal and how will this constrain future expenditures?’ ‘How does this proposal fit into the overall picture?’ sometimes seem to go unanswered, at least from this mathematician’s perspective (I really like numbers).

This is concerning to me.

As is the resistance Governors (particularly elected Governors) meet when raising questions about the financial and operational health of the University’s core academic mission, questions which are best considered by looking at how well the faculties and their academic departments and programs are faring. Too often the message seems to be “all is well” when there is evidence to say otherwise.  It is perplexing to me the Administration chooses to ignore questions that go to the heart of the educational experience UBC is able to offer its students (and to whether a tuition increase is justified).

For some time now, I have been studying financial and budget documents from the past 5 years, as well as other data I am able to mine from public sources, in order to build a better understanding of the University’s finances and budget dynamics. Some of the fundamental questions I have, including those related to the flows of money and to the financing of some large-cost items, remain unanswered even after this study. (I will resist going off on a tangent about the situation Laurentian University finds itself in and what it takes for a board to discharge its fiduciary duty with respect to a university’s finances.)

I worry such financial questions Governors will have about an as-yet-unseen budget may not be answered satisfactorily before we are asked to vote on the 2021/22 budget. It takes time to absorb and understand the complexities of a university budget, and it takes time for the exchanges between the Board and the Administration necessary to leave Governors comfortable they are able to fulfill their fiduciary duty with respect to the university budget. I will be weighing  this heavily in the calculus of my fiduciary duty to the University when it comes time to vote on the budget.

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Over the next few weeks, I will be posting on some specific budget-related issues.   These will include:

1. Faculty Salaries and Benefits (and a look at department budgets)
2. Consequences of Growth: UBC’s Tuition Allocation Model and the Growing Teaching and Research Deficits
3. Funding UBC’s commitments to the Indigenous Strategic Plan, Anti-Black Racism, the Inclusion Action Plan, and EDI.
4. Two Campuses, One University?
5. Tuition, Affordability, and Accessibility to UBC
6. Capital Projects
7. The Climate Action Plan