Protocol for board nominations and appointments for colleges of applied arts and technology

College board appointment framework

The governance framework for Ontario’s colleges is established by the Ontario Colleges of Applied Arts and Technology Act, 2002 (the OCAAT Act) and Ontario Regulation 34/03 made under the Act. This legislation sets out the mandate of colleges, the composition and role of their boards of governors, board public accountability, reporting and financial requirements, and directive and oversight powers of the Minister of Colleges and Universities (formerly Training, Colleges and Universities.)

Amendments to Ontario Regulation 34/03 came into force October 1, 2010. The amended Regulation establishes the following requirements regarding appointments to college boards of governors.

Subsection 4(1) of O.Reg 34/03 provides that each college board of governors shall be composed of:

1. An even number of members, as established by the by-laws of the board of governors, of not less than 12 and not more than 20 members, appointed in accordance with subsection 4(2).
2. The president by virtue of office, as a voting member.
3. One student, 1 academic staff member, 1 administrative staff member, and 1 support staff member, each of whom shall be elected by the students or by the relevant staff group.

Members falling under clause 4(1) (a) are referred to in this document as external members; members under clauses 4(1)(b) and (c) as internal members.

Pursuant to paragraph 1 of subsection 4(2), the Lieutenant Governor in Council (LGIC) shall appoint not less than four and not more than 7 members of the board of governors of a college, as follows:

1. If, under the board’s by-laws, the total number of members to be appointed under clause (1)  (a) is 12, 4 of the members shall be appointed by the LGIC.
2. If, under the board’s by-laws, the total number of members appointed under clause (1) (a) is established at 14 or 16, 5 of the members shall be appointed by the LGIC.
3. If, under the board’s by-laws, the total number of members appointed under clause (1) (a) is established at 18, 6 of the members shall be appointed by the LGIC.
4. If, under the board’s by-laws, the total number of members appointed under clause (1) (a) is established at 20, 7 of the members shall be appointed by the LGIC.

The remaining external members of the board shall be appointed by the members of the board holding office at the time of the appointment subject to the limit that a board member cannot vote on a renewal or extension of his or her own appointment.

Each board of governors will establish by-laws that set out, inter alia,the total number of external governors to be appointed.

Subsection 4(10) of O.Reg 34/03 addresses the transition from existing boards to the new appointment process. For the purposes of the first appointments to be made to a board of governors on and after October 1, 2010, the following rules apply until such time as all members of the board have been appointed in accordance with subsection 4(2):

1. As the terms of appointment of members appointed before October 1, 2010 expire, the first appointment to replace a member shall be made by the Lieutenant Governor in Council under paragraph 1 of subsection (2) and the second appointment to replace a member shall be made by existing board members under paragraph 2 of subsection (2).
2. Successive appointments shall be made alternatively under paragraph 1 of subsection (2) and then under paragraph 2 of subsection (2) until the requisite number of members have been appointed by the Lieutenant Governor in Council under paragraph 1 of subsection (2).
3. The remaining appointments to replace members appointed before October 1, 2010 shall be made by existing board members under paragraph 2 of subsection (2) until the requisite number of members have been appointed in accordance with that paragraph.

Section 6 of O.Reg 34/03 requires a board of governors to set out in by-law the reasons for removing a member, other than the president and members appointed by the LGIC, from the board and the procedure that is to be followed in removing such a member.

With respect to members appointed by the LGIC, if a board of governors believes there are reasons justifying the removal of the member from the board, the board may set those reasons out in writing to the minister with a request the minister refer the request to the LGIC.

The minister has the power to intervene in the affairs of the college and can take actions such as removing members of the board or appointing a person to administer the affairs of a college. (Section 5 of the OCAAT Act and section 15 of O.Reg 34/03.)

Purpose and objectives

The board of governors oversees the direction and management of a college so that it carries out its mandate and objectives effectively. Under the OCAAT Act, the objects of the colleges are to offer a comprehensive program of career-oriented, postsecondary education and training to assist individuals in finding and keeping employment, to meet the needs of employers and the changing work environment, and to support the economic and social development of their local and diverse communities.

This protocol for the nomination and appointment process is intended to support the board of governors in meeting its obligations to students and employers in Ontario and as specified under the Act.

In appointing their non-LGIC appointed external board members, colleges are expected to observe the principles outlined in this protocol. Colleges are also encouraged to consider the guidance described below, as may be appropriate for the individual college.

In submitting nominees for the LGIC appointments, colleges are expected to observe the principles as well as the nomination and appointment process for board appointees set out in this protocol.

Guiding principles

The single, overriding principle governing nominations and appointments is that all board appointments and nominees for LGIC appointment are merit based and only qualified and experienced individuals with the necessary skills and knowledge will be considered for nomination. With merit as a precondition, other criteria then come into play.

Nominations and appointments will reflect diversity in the range of relevant background, experience, and professional skills. The dimensions of diversity include, but are not limited to:

• age
• gender
• race
• ethnicity
• physical ability
• intellectual ability
• religion
• sexual orientation
• educational background
• expertise

Each college will seek a range of relevant backgrounds for candidates that support the strategic directions of that college and complement the board composition in terms of representing a broad cross-section of the community that the college serves.

Nominations and appointments will support the strategic directions of the individual college. The strategic directions will be important factors in determining the necessary skills and knowledge for board candidates. Candidates can be drawn from anywhere in Ontario, Canada, and even North America. There are no limitations of geographic catchment areas, bearing in mind, however, the availability of the members to attend board meetings and undertake board responsibilities. These necessary skills and knowledge will be outlined in a board-created profile. Such profile will include a skills matrix that can be used by the board to assess the abilities and qualities of potential nominees against the needs of the college, thus facilitating the appointment of members who can best serve the college and the community in which the college operates.

Nominations and appointments will be guided by probity. Individuals will understand that their responsibilities as a candidate for governor mean a commitment to the principles and values of public service and the success of the college, and to acting collectively with the board and not representing constituent interests. Individuals are to be free from conflict of interest.

The nomination and appointment process is to be open and transparent to the college community and to the broader community that the college serves. To achieve this, colleges will advertise vacancies and interview all reasonable candidates to determine the level of their commitment, their understanding of the responsibilities and requirements of being a college governor and their integrity. Colleges will put forward as nominees those candidates whose skill sets meet the needs and strategic directions of the college. Appointment decisions are made in a timely way to ensure the continuity and effective practices of the board.

College boards of governors should strive to fill vacancies as they arise in order to support effective governance. Carrying vacancies, whether they are to be filled by LGIC appointees or by members appointed by the board itself, is not encouraged.

Nomination and appointment process

Effective October 1, 2010, college boards directly appoint two-thirds of their external board members. The remaining one-third of external members are appointed by the LGIC. LGIC appointments are made by Order-in-Council. The administrative screening and processing of LGIC nominations and appointments is conducted by the government Public Appointments Secretariat (PAS).

The following process should be used by boards submitting nominations for LGIC appointed board members.

Recruitment and submission of nominees for LGIC appointment

The board recruitment of potential nominees for LGIC appointment is expected to follow the same processes that are used in the recruitment of potential members to be appointed by the boards themselves.

Colleges are expected to advertise board vacancies on their websites. Other media may be used as appropriate to promote a broadly inclusive and transparent recruitment process. College boards should contact potential board members to gauge their interest in, and commitment to, the role of college board governor. College boards are to interview short-listed potential nominees.

Short-listed potential nominees should be told that if they are selected for appointment their name, qualifications and/or application form will be submitted to the Standing Committee on Government Agencies for review and may result in an appearance before the committee. Potential nominees should also be informed that upon appointment they ay be required to take an Oath of Office and Oath of Allegiance in accordance with the Public Service of Ontario Act, 2006.

For each vacancy to be filled by a LGIC appointee (including reappointments), colleges are expected to put forward up to 3 nominees.

Candidates are required to complete a profile on the Public Appointments Management (PAMS) system through the Public Appointments Secretariat.

Send the following documentation for each nominee to the manager of the ministry’s Colleges Unit:

• Governor Appointment Assessment form, signed by the college President or Board Chair.
• Board Skills Matrix/Profile, showing where the nominee fits.

Ministry staff will ensure that all required information is complete and will forward the required documentation to the PAS.

Members of the public may also submit their names for consideration directly through the PAS. The minister will recommend candidates to cabinet for LGIC appointment from among those nominated by college boards and those submitted directly to the PAS. Nominees recommended by Cabinet for LGIC appointment may be called before the Standing Committee on Government Agencies.

For more information, contact colleges.unit@ontario.ca

Notification of appointees

Following Cabinet approval of candidates for LGIC appointment, the ministry will notify potential appointees that their qualifications are being sent to the Standing Committee on Government Agencies.

Once the ministry receives confirmation that the LGIC has signed the OIC for a new nominee, the ministry notifies the college of the results with an informal call from a senior ministry official.

Based on the ministry phone call, colleges may notify successful nominees and commence arrangements for orientation and training.

New appointees will be officially informed of their appointment via a letter from the minister with a copy to the college president and the board chair.

Applicants who are not selected for appointment are notified by the colleges themselves unless they are nominees submitted directly to the Public Appointments Secretariat.

Create a profile online

To assist the ministry and the Public Appointments Secretariat in carrying out their administrative responsibilities with respect to the LGIC appointment process, college candidates and members of the public are required to create a profile directly through the Public Appointments Management System (PAMS).

• Profile data includes contact information, education, employment, volunteer, association and community involvement.
• A Personal Disclosure and Confict of Interest (PDCOI) Form is only completed by members upon the request of the ministry and their approval.

The college board shall complete and submit the following form:

• Governor Appointment Assessment Form

Contact colleges.unit@ontario.ca

Summary of roles and responsibilities

Ministry

In the nomination and appointment of external college board members, the ministry has the following responsibilities:

• Liaise with the Public Appointments Secretariat (PAS) with respect to Lieutenant Governor in Council (LGIC) appointments to college boards.
• Review the documentation received for each board nominee to ensure that all the required information is complete and forward the required documentation to the PAS.
• Notify colleges of new LGIC appointments.

Colleges

In the nomination and appointment of external college board members, the boards of governors have the following responsibilities:

• Establish a clear statement on the roles and responsibilities of the board overall, board chair, board treasurer, board secretary (if applicable) and/or committee chairs.
• Establish the board profile to support strategic directions.
• Develop and adhere to a skills matrix for assessing potential board candidates.
• Establish a systematic approach to nominations, such as through an executive or a nominating committee.
• Provide public access to information on recruitment and selection processes and availability of board vacancies.
• Adopt the principles of merit, diversity, and probity in the recruitment process.
• Promote a nomination and appointment process characterized by openness and transparency.
• Adopt best practices in the recruitment, selection, and nomination of candidates.
• Ensure that new members participate in the Colleges Ontario orientation sessions.  
• Provide college-based induction and ongoing development activities for board members
• Conduct regular performance reviews and assessment of board effectiveness and appointments.
• Provide reports to the minister as required.
• Take corrective action within the scope of authority of the board, including if appropriate, the removal of board members other than the President and members appointed by the LGIC.
• Recommend removal of a board member appointed by the LGIC by setting out the reasons the board believes justify the member’s removal in a report to the minister for referral to the LGIC.

Governor appointment assessment

For college use when submitting nominations for LGIC appointment.

When considering nominations for LGIC appointment to the board, the board should base its assessment on the following principles:

• merit – the skills and experience that the candidate brings to the board
• diversity – the candidate’s background, skills, and experience. The dimensions of diversity include, but are not limited to age, gender, race, ethnicity, physical and intellectual ability, religion, sexual orientation, educational background, and expertise
• strategic direction – the candidate’s capacity to assist the college in achieving its strategic direction
• probity – the candidate’s commitment to the values and principles of public service

For the assessment form, contact: colleges.unit@ontario.ca

Guidance on appointments and effective governance

This guidance is intended to illustrate the importance of a good nomination and appointment process in support of effective governance. It is not a prescriptive document; rather, examples are offered as suggestions and serve to demonstrate practices that are in place and used in some Ontario colleges and elsewhere. The relationship of appointments to other aspects of board governance is identified, as are suggested best practices and processes.

Introduction

The observance of principles of good governance and effective practices, in conjunction with processes of control and financial reporting, is a way of ensuring responsible stewardship and quality education and training. Governance is defined as the process and structures for overseeing the direction and management of an organization so that it carries out its mandate and objectives effectively.

While there are clear differences among colleges in Ontario, there are common principles and practices of governance that can be applied by all college boards to ensure their responsible direction and management of the college.

The basic principles of good governance are:

• openness in decision-making and actions
• integrity based on honesty and objectivity
• accountability for stewardship and performance

Four fundamental elements are needed to translate these governance principles into practice:

1. Clear understanding of roles and responsibilities.
2. Effective business practices.
3. Capacity to govern.
4. Accountability and transparency.

Clear understanding of roles and responsibilities

The role of the board is to provide both leadership and stewardship to the organization. The board’s role and responsibilities can be set out and shared with stakeholders in a statement that represents a code of corporate governance. Some organizations refer to this statement as the board charter. This statement will confirm the separation of the board's responsibility for setting the strategic and policy direction of the college and management's responsibility for the operation of the college.

The statement addresses the board's responsibility for ensuring that the appropriate practices are in place for:

• strategic planning
• quality education and excellence
• budget approval
• internal controls and management information systems
• risk management
• recruitment, performance review, and compensation of the president
• human resources strategy
• capital asset management
• open communications with all stakeholders
• systematic approach for the nomination of new members
• assessing board effectiveness including evaluation of the president
• orientation of new members and ongoing development activities
• public reporting

The members of the board agree to commit the time and resources necessary to carry out their responsibilities effectively.

Implications for the appointment process

During the recruitment process, this statement (board charter) can assist the candidates in understanding how the board works and what role they will play in helping the board meet its objectives.

The board statement and the candidates’ understanding of their role will give them an indication of the time commitment they are making.

The board’s planning- and results-based focus and regular performance review and reporting will give candidates an indication of the professional commitment they are making.

Effective business practices

Strategic planning

The board establishes the mission statement for the college. Working with management, the board develops a strategic plan in support of that mission statement. The responsibility for implementation of the plan rests with:

• management
• the board

However, ensure that mechanisms are in place to monitor performance against the plan. The board also reviews, amends, and approves the annual budget that supports the plan.

Implications for appointments

Possible candidates are those individuals with expertise in areas that support the achievement of the strategic plan of the college.

The skill profile of the board should be matched to the strategic plan of the college.

Quality education and excellence

The board ensures that proven methods for program development and review that involve stakeholders in an effective and meaningful way are used for the ongoing review and development of academic programs. Such engagement assures that stakeholders have confidence in the quality and outcomes of educational programs.

Continuing regard for the key performance indicators and regular review and tracking of student satisfaction provide a basis for continuous improvement. The introduction of a student service commitment establishes the board's commitment to quality and service.

Increasingly, colleges are developing applied research programs in support of major academic program areas. Applications to funding agencies, accountability for research funds, and possible commercialization of research outcomes present new responsibilities for many college boards.

Implications for appointments

The range of skills, knowledge, and experience would complement the academic program of the college. Board candidates could be drawn from the industry or professional sectors. Board candidates could be possible employers, industry association representatives, or experienced community leaders.

The composition of the board of governors as established by regulation is to include a student governor. Many boards and student governments may struggle with how to make this an effective position. The student body is to determine how the position is to be filled, but colleges and student governments need to work together to ensure that the student governor makes an effective contribution to the board.

Experience in obtaining research funding and pursuing the potential business opportunities flowing from a successful research program would contribute to the college's future direction. Board members with awareness of intellectual property and public/private partnerships can offer strategic policy direction in this regard.

Internal controls and management information systems

The board ensures that control and management information systems are in place to assess and evaluate whether the college is being properly managed and whether objectives are being met. These systems will flag issues that have an impact on the business and that are required for reporting. The board ensures that necessary audit systems are in place (through the use of internal and external auditors).

Implications for appointments

Generic skills required of board candidates can include operational or technical expertise relevant to the mandate of the college, financial literacy, and knowledge of government and regulatory requirements. Each college needs to consider whether board candidates have the specific expertise or knowledge that is required to support the achievement of the college’s mandate.

Boards may choose to establish an audit committee to ensure the focus and attention on these issues. Members with accounting, financial, and/or investing background can offer strategic policy direction in this regard.

Risk management

The board ensures that the appropriate practices to identify and manage risk are implemented. When Ontario colleges are increasingly entrepreneurial in operations and the development of partnerships, a sound risk management framework is important.

Implications for appointments

This is a critical skill requirement for boards. It may be necessary to supplement the existing board with external expertise, either as consultant or non-governor membership on a committee of the board. Such specialized involvement may relate to specific projects or partnership proposals.

Recruitment, performance review, and compensation of the president

The board uses an established process for recruitment, performance review, and compensation of the president.

Implications for appointments

Board members with executive and/or human resources management experience can offer strategic policy direction in this regard.

Human resources strategy

The board reviews and approves human resources plans and ensures that performance management approaches are aligned with the achievement of the strategic plan. The president has responsibility for developing and implementing the human resources strategy.

Implications for appointments

Board members with executive and/or human resources management experience can offer strategic policy direction in this regard.

Board members with operational and technical expertise can offer strategic policy direction in this regard.

Capital asset management

The board ensures that there is an inventory of assets and an assessment of their condition. Key to its stewardship role, the board ensures the implementation of appropriate management strategies for the physical assets. In support of new responsibilities under the new college legislation, the board will need to ensure the capacity for capital asset management.

Implications for appointments

Board members with financial, asset, and/or property management experience can offer strategic policy direction in this regard.

Open communications with all stakeholders

The board ensures that effective communications with students, industry/business, community stakeholders, and the ministry are ongoing, and that a comment and feedback loop of communication with students and business clients is established.

Implications for appointments

The board is a single unit and therefore speaks with a single voice. Some boards have adopted communications protocols that determine who speaks on behalf of the board. All candidates need to be aware of board communications policies during the recruitment process.

Capacity to govern

Board profiles

The board possesses the required skills, knowledge, and experience to carry out its responsibilities effectively. These skills are described in profiles that reflect the requirements of the position of the board member, rather than the individual. All board members demonstrate integrity and accountability in their decisions, informed and knowledgeable judgement based on experience, a commitment to the public trust that they hold, and the ability to work as part of a team.

Implications for appointments

The board profile should capture the diversity of positions on the board and represent the range of relevant background and experience needed to support the strategic direction of the college.

The success of the board in appointing members consistent with the profile can be a performance measure.

Recruitment of governors

Recruitment of governors is based on the board profiles. Individuals that bring the necessary skills to the boardroom table are the candidates to fill vacancies. In order to maintain continuity and experience for the board overall, best practice suggests that appointment terms for individual members be staggered (Auditor General, 2000). Ontario Regulation 34/03 sets the terms for appointment and reappointment. Reappointment should be done with regard to performance and the board profile.

Implications for appointments

The college should have a systematic approach for recruitment. The board may choose to use the executive committee to provide such a focus, or in some cases a nominating committee may be established. Continuous consultation with stakeholder groups and industry representatives can provide ongoing identification and review of potential candidates.

Volunteer participation of alumni on board committees, business involvement in advisory committees, or experts' contributions to special purpose committees (such as fundraising cabinets, capital campaigns, event planning, and community outreach functions) can all provide a "feeder" supply of potential board candidates.

Non-governor participation on board committees can ensure the greater involvement of students, staff, and faculty. Consistent with the strategic directions of the college, board members can be drawn from across the province and even the country. Use of technology, such as video conferencing and electronic documents, can broaden the base for representation and facilitate a wider selection of possible board candidates.

Consistent review of vacancies against the board profile will ensure that college objectives are met in any recommendation to reappoint for fill vacancy. Skills and experience requirements may change over time.

Board members should be reappointed only after a review of their performance has been conducted. Contribution to the working of the board, demonstrated commitment, and "fit" are important considerations in reappointment.

Orientation of governors

The board profile and the statement of responsibilities set out the expectations for new members. The overview orientation program for new governors conducted by Colleges Ontario is generally considered a useful introduction for incoming governors. This orientation provides a briefing on the nature of education and training in Ontario, the challenges facing all colleges, the legal framework governing their obligations as governors, and the roles and responsibilities of the major players. Ongoing development activities of board members at the college level ensure that the objectives and strategic plan of the college are understood.

As well, individual colleges may wish to develop a resource manual for their incoming governors to aid in their orientation or conduct regular education sessions for the entire board.

Implications for appointment

Stated expectations during the recruitment process, the nomination, and the performance review ensure that all board candidates fully appreciate their role, their contribution as part of a team, and the demands on their time.

O.Reg 34/03 states that internal candidates are elected by their membership. The board statement of roles and responsibilities should be widely available so that candidates seeking election fully appreciate their role, their contribution as part of a team, and the demands on their time.

The use of a second student governor-in-training, who does not have a vote and who could be known as the Observer Member, may also be appropriate. This practice allows a non-elected student observer to observe and participate in the board activities before beginning his or her term and to obtain advice from the departing student governor.

Candidates must be aware of possible conflicts of interest early in the recruitment process and at any time they may arise once appointed. The Minister's Binding Policy Directive on Conflict of Interest is intended to ensure that all members know how to conduct themselves.

Board assessment

The board establishes a formal and ongoing process of evaluation of its effectiveness. The performance measures for the assessment would match the fundamental elements needed to put governance principles into action. Do all board members have a clear understanding of roles and responsibilities? Has the board moved to ensure that effective business practices are in place? Has the board taken the necessary actions to ensure that the capacity to govern is assured? Are clear and strong accountability measures in place?

Implications for appointments

An assessment might consider the exgtent to which the board:

• matches its nominations to its board profile
• has demonstrated adherence to the policy directions set by government

In addition to a review of overall board effectiveness, reviews of the individual board members would be conducted. Attendance records and contributions to committees of the board are a few of the ways to measure the effectiveness of individual members.

Accountability and transparency

The board ensures that regular reports on the operational and financial situation of the college are done, including reports on the progress of meeting the strategic plan and objectives for the college, on performance measures, and on performance against benchmarks.

Ongoing communication and dialogue with students, staff, and the community on matters of business before the board, the work of committees, and major decisions ensure openness to the workings of the board.

Implications for appointments

It may be necessary for the board to take corrective action regarding an individual board member's performance.

The corrective action can only be within the scope of authority of the college and should be appropriate to the fault. Such actions can range from the chair speaking with the board member to seek clarification, to a review by college staff as an inquiry with a voluntary resolution, to a third party review for fuller examination, to a formal board meeting to impose resolution, to removal of a board member (other than a LGIC appointee or the college president) in accordance with section 6 of O.Reg 34/03 or, a recommendation for the revocation of an LGIC board member appointment.

O.Reg 34/03 requires each board of governors to establish a by-law that sets out the reasons for removing a member not appointed by the LGIC or the president and the procedure to be followed in doing so.