Appointing Employees to External Boards and Committees

Introduction

This policy outlines the University’s position on and process for appointing a University employee to the board of directors or a committee of an external entity (an “Entity”) that specifically identifies the requirement for a University designate on that board or committee.

An employee who wishes to accept an appointment to an external committee or board but was not appointed by the University must comply with GOV-022-010 Conflict of Interest and Conflict of Commitment.

Policy

Unless otherwise prescribed by legislation, the President may appoint an employee to a board or committee of an external Entity:

• by virtue of employee’s position with the University, or
• as the University’s appointee.

When the President is appointed to an Entity’s board or committee, the Chair of the University’s Board of Governors must approve the appointment.

The President (or Board Chair, as the case may be) will confer External Appointments of employees in writing. Prior to an External Appointment being made, the President will outline the terms of the appointment with the Entity and advise that the employee may disclose confidential information pertaining to the Entity to the University on a confidential basis. A sample Acknowledgment is provided under Related Information. 

Should a conflict arise between the University and the Entity that puts the employee in a conflict as a fiduciary for the Entity and an employee of the University, the employee is required to discuss the matter directly with the President who will determine next steps. The employee shall recuse themself from any decision made by the Entity in which a conflict of interest exists or may exist.

When an employee assumes an External Appointment from another employee, the related materials, minutes, documents, reports, correspondence, and notes relating to the Entity in either paper or electronic form (the "Entity File") will be transferred to the employee assuming the External Appointment.

The Chief Governance Officer will maintain a record of University-directed External Appointments and will provide an annual report to the Board of Governors with respect to such External Appointments.

Consequences for Noncompliance

Employees appointed to an External Appointment are expected to act as a representative of the University while acting in the best interest of the Entity. If an employee is unable to fulfill their responsibilities to both the University and the Entity, the employee is required to advise the President, so that another individual can be appointed. The President also can terminate any External Appointment and reassign the responsibility.

Processes

Conferring an External Appointment on an Employee

1. The President or a designate asks the employee to accept an External Appointment to an Entity’s board or committee.
2. The President writes the Entity to confirm the appointment and outline any conditions. (For example, the President will advise that the employee permission may disclose to the University confidential information the employee learns about or from the Entity, on the basis that the University will agree to keep the information confidential. A sample of an Acknowledgment form is available under Related Information). 
3. The Entity agrees in writing to the University’s conditions.
4. The employee accepts the External Appointment.
5. The Chief Governance Officer records the External Appointment.

Employee's Duties during the External Appointment

1. The employee is expected to carry out their duties as a board or committee member of the Entity in accordance with law, and to act honestly and in good faith, and to exercise the care, diligence and skill a reasonably prudent person would exercise in comparable circumstances.
2. While carrying out their duties as a board or committee member pursuant to an External Appointment, the employee will report to the President, or designate, any activities of, or developments with, the Entity that relate to or may affect the University.  
3. The employee shall not disclose confidential University information to the Entity without the consent of the President of the University.
4. In carrying out their role in an External Appointment, the employee shall:
   1. regularly attend meetings of the board of the Entity and relevant committees of such board;
   2. prepare for board meetings and relevant committee meetings by reviewing agenda materials, including reports;
   3. carefully review minutes of meetings of the board and committees of the board;
   4. be sufficiently informed of the nature of the Entity’s operations and on matters coming before the board or committee;
   5. avoid any real, potential or apparent conflict of interest.  If there is a possibility of a conflict, ensure there is immediate disclosure and abide by relevant laws, bylaws and policies. The employee must ensure that the disclosure of a conflict and the steps taken to resolve it are noted in the minutes of the board or committee;
   6. ensure dissenting votes are registered and refrain from voting where appropriate;
   7. maintain documents and information comprising the Entity File such that the Entity File may be transferred to the employee who may subsequently be appointed to the External Appointment.

Related Information

• Sample Acknowledgement (Permission to Share Confidential Information) (60KB)
• GOV-022-010 – Conflict of Interest and Conflict of Commitment