GOVERNANCE AND ADMINISTRATION IN CANADIAN UNIVERSITIES by Brenda Herbert BA, University of Northern British Columbia, 2004 PROJECT SUBMITTED IN PARTIAL FULFILLMENT OF THE REQUIREMENTS FOR THE DEGREE OF MASTER OF BUSINESS ADMINISTRATION UNIVERSITY OF NORTHERN BRITISH COLUMBIA April2012 © Brenda Herbert, 2012 UNIVERSITY ot NORt BRITISH COLUM 1-IERN P, LIBRARY BIA rlnce G4torge, a.c. Abstract Governance in Canadian universities is a topic that has not been widely studied to date. In Canada, the most common form of university governance is the bicameral system, which is co-ordinated governance between a Board of Governors and a university Senate. As the structure and needs of universities change, it will be important to consider that a change may also need to occur in the structure and relationship between the Board and the Senate. This project will review the existing literature on Canadian university governance, compile information on governance structure from various Canadian universities, and provide a discussion on some of the challenges that are being faced by the governing bodies of Canadian universities. Finally, some suggestions on possible improvements to the governance system w ill be provided, as well as a brief discussion of a few of the challenges that may be emerging for universities in the near future . ii Contents Abstract ..... .. ..... ......................................................................................... ...... .... .......................... ..... ii Tables ........................................ ...................... ..... ... ............ ...... ...................... .. .... ... ..... ........ ............. v Acknowledgements .... .. .... .. ......... .... .. ................. ........................ ..... .... ......................................... ..... vi Chapter 1 ............ .... .................. ... ....................... ... ... .. .. ..... ...... ... .................... ... .. .... ............. ................ .. 1 Introduction ............ .. .... ... ....... .. ...... ...... ...... .... .................. ........ .. ............. .. ............. .. ........ ...... ........... 1 Definition : Governance .......... ........................ ....................... ... ................ ............... ......... ... .... .. ......... 1 Board of Governors .. ............ .... .. .............. ............. .. ................... .... ................... .. ........................ ... 2 The Senate .. .................................................................... ...................... .. .... ..... ... ..... .. ... ........ .... ...... 3 Bicameral System ............ .................................. ......................................... ........... .. ....................... 4 Methodology .... .......... .. ... ......... ........ ....... ......... ........ ... ........ .... ......... ............... ...... ............................. 5 History ......... .. ... .. .. ... ................................................................................................. .......................... 6 Chapter2 .................... .......... .............................................................................. ........... ......................... 8 Literature Review ........................................................................... .. ........ .... .... ....... .. ....... ....... ........ ... 8 Literature Focusing on Unive rsity Govern ance ............................................................................ .. 8 Literature Focused on Non-Profit Board Theory .................. .......... ...... ........................ .... ............ 21 Literature Focused on University Operational Issues .......................... .......... .............................. 24 Chapter 3 ................................... ......... ................. ........ ........ ... ............. ......................................... .. ... ... 26 University Acts ...... ... ... ......... .. .. .... ..... .. ..... ............. ...... .. .. ... ......................... ........ .. ...... ........ ... ..... ...... 26 British Columbia .... ........ ...... ... ....... ... .......... ... ... .... ............... .... .. .......... ... ....... ....... ............. ........... 26 Alberta .. ......................................................................................... ....... ............................. .. ......... 27 New Brunswick .. .. ... .. ... ......... .. ........ ..... ... .. .... ....... ... ........ .. ............. ............... .... .. ..... ... .................. 27 Nova Scotia ............... ...... ....... ........ ............ ......... ....................................... .. ... ..... ... .. ... ......... .. ...... 27 Ontario .......................... .......... .. ....... ... ........ ........ .. .................... ........... .. ............... ....................... 28 Chapter 4 ..... ...... ... ..... ... .......................................... .... ..... ... ........................................ .. ... .. ................... 29 Senate .... ........ ... ....... ...... .......................... ..... ..... ... ... .... ..................... .................. ... ......... ......... ...... ... 29 Roles and Responsibilities of the Senate ................................... ................................... ............... 29 Table 1. Composition of the Senate as Designated by Un iversity Acts . Compiled by author from publically available information on University Websites ...... .. ..................... ...... .. .. ...................... 32 The Board of Governors .. .... .... ... ....... ....................... .......... .... ... ...... ....... ........ ........... .... ................... 34 iii Tables Table 1. Composition of the Senate as Designated by University Acts . Page 32 Table 2. Normative Board Roles and Responsibilities. Page 35 Table 3. Roles and Responsibilities of the Board . Page 38 Table 4. Composition of Board Members as Designated by University Acts . Page 40 v Acknowledgements First and foremost, this paper, and indeed my entire MBA journey, would not have been possible without the support of my husband Pat, who supported not only me but also our boys as they lived without their mother for hours on end while I completed this journey. I also need to thank my children, Marcus and Nathan, for their patience with me, and I need to offer them my apologies for all of the events I missed . I thank my parents, my sisters, and my in-laws, who all pitched in to help as needed and provided me with invaluable support throughout. I greatly appreciate the support of my co-supervisors Dr. Han Danker and Dr. Elizabeth Croft . I am sure that without their guidance, this project would not be what it is today. As well, I need to offer a special thank you to Kari Maaren for her work editing my paper and dealing with all of my "heinous" mistakes. I am grateful to the entire MBA program at UNBC, and to Carol Zoernack for keeping us all organized. The experiences in our classrooms with our various professors have been very rewarding, and all of my professors will be remembered fondly. All of the professors have shared their knowledge and expertise with us and have helped us through this journey. Finally, I would like to thank each and every one of my classmates; you all made this a more enriching experience. I have made friends for life in the last two years, and I will not ever forget the times we spent together. A special thanks to the extra support from the "Wolfpack." Jason, Gurminder, Steven and Glen, as frustrating as you all were at times, it was always wonderful to work with you. And of course, to coffee and chocolate- you made this possible. vi Chapter 1 Introduction The purpose of this paper is to investigate various Governance Models across Canadian Universities and compare those models with the framework of Academic Departments within Universities. I will examine in detail the 4 research-intensive Universities in British Columbia (University of British Columbia, University of Victoria, Simon Fraser University and the University of Northern British Columbiat as well as Mount Allison University, Acadia University, the University of Lethbridge, and Lakehead University. This framework will allow comparison between UNBC and the other research Universities in BC, as well as comparison between UNBC and other "primarily undergraduate" and similarly sized schools across Canada. Definition: Governance The Institute on Governance (www.iog.ca ) suggests that the idea of Governance is difficult to capture in a single definition, but that most definitions encompass three dimensions: authority, decision-making and accountability. The working definition of Governance as used by the Institute on Governance (lOG) is : "Governance determines who has power, who makes decisions, how other players make their voice heard and how account is rendered" ("Governance Defin ition/' n.d.). There are, of course, significant differences between governance in the public sector and corporate governance. The lOG states that "Governance in the public sector needs to take into account legal and constitutional accountability and responsibilities. In the non- 1 governmental sector, representing stakeholder interests may be a determining factor in the governance to be applied" ("Governance Definition," n.d.). When one is considering Governance issues relating to the public sector, the key principles are strategic vision, values and ethics, transparency in decision making, collaboration and clear accountability ("Public Service Governance," n.d.) . In any sector, Governance will vary greatly from one organization to the next. It is within this framework that I will attempt to make comparisons between the Canadian Universities that have been identified. In post-secondary education in Canada, Governance is regulated by the Provincial Governments. In British Columbia, guidelines are set out in the Universities Act. This document, like the similar documents in other provinces, clearly defines the framework for governance at Universities, including very detailed instructions as to the composition of the Board and the Senate. Board of Governors The University of Victoria provides the following definition of the role of the Board of Governors : In accordance with the University Act, the Board of Governors is responsible for the management, administration and control of the property, revenue, business and affairs of the university. This fifteen-member body consists of the chancellor, the president, two elected faculty members, one elected staff member, two students elected from the university's undergraduate or graduate student 2 societies, and eight members appointed by the Lieutenant Governor in Council ("UVic Board of Governors," n.d.) Similarly, Simon Fraser University describes the Board of Governors as "the senior governing body at Simon Fraser University constituted under the University Act . The overall responsibility for the business of the University (property, revenue and policies) is vested in the Board" ("SFU Board of Governors," n.d.) . Kim, Nofsinger and Mohr (2010) describe the responsibilities of the board in a more detailed manner (although they are writing about corporate governance, the definition is still quite relevant). They suggest that the Board is "not involved in running the day-to-day operations of the company. Instead, the Board handles major decisions and delegates responsibility for everything else to corporate officers" (p. 42). The Senate The University of Victoria again provides a succinct definition of a University Senate: Under the University Act, the Senate is responsible for the academic governance of the university, including matters related to libraries, faculties, departments, courses of instruction, fellowships, scholarships, exhibitions, bursaries, prizes, admissions, student appeals, and the granting of degrees (including honorary degrees, diplomas, and certificates) ("UVic Senate- Welcome," n.d.). Acadia University defines the role of the Senate as follows: 3 The Senate is responsible for the educational policy of the University, and, with the approval of the Board of Governors insofar as the expenditure of funds and the establishment of faculties are concerned, may create such faculties, schools, departments and institutes, or establish chairs as the Senate may determine, and may enact by-laws and regulations for the conduct of its affairs (Acadia University- Senate, n.d.). Howard C. Clark (2003) quite simply states that the Senate has "the primary responsibility for all academic matters, a fundamental aspect of the bicameral form of university governance" (p. 88) . There appears to be a lot more debate regarding the structure and effectiveness of the Senate in Canadian Universities. Bicameral System Eileen Hogan (2006) provides definitions for four models of University Governance that are used in Canada, and these are summarized below: • Unicameral Governance o governed by a single governing body responsible for both administrative and academic matters • • Bicameral Governance- governed by two legislative bodies o A Governing Board o A Senate or university I educational council Tricameral- governed by three legislative bodies o A Governing Board 4 • o A Senate o A university I educational council Hybrid Governance o A new structure in governance where the president and faculty {with some student representation) take on leading roles in university governance. Is seen more frequently in institutes of technology or institutions that offer on-line or distance education {pp. 1-4). Methodology Much of the information that will be needed for the purpose of this study is publically available material that is readily accessible via individual University web pages. I will be collecting data related to the composition of University Boards and Senates, as well as information pertaining to other various governing bodies, such as President's Council. I will examine the relationship between the various governing bodies and will suggest possible changes to the structures that are currently in place. I have worked in higher education for six years, first at the University of Alberta and currently at the University of Northern British Columbia. My role at both universities has been in the external relations department, and while I do not have direct involvement in university governance, there are certain aspects of my positions that are connected to governance. For that reason, some of the information provided in this paper will be first-hand knowledge that I have gained through my employment. 5 - - -- - - - - - - ---- There are several organizations with extensive knowledge on governance. Most notable (for Canada) is the Institute on Governance (www.iog.ca ); as well, across North America is the Association of Governing Boards of Universities and Colleges (http://agb.org). University Organizations such as the Association of Universities and Colleges of Canada (AUCC), the Canadian Association of University teachers (CAUT), University Affairs and the Council of International Schools (CIS) have all been invaluable resources for this project. I have chosen not to conduct a survey myself to gather more information on the topic. One reason for this choice is simply time, as it would be an extensive undertaking to connect with all members of the Board of Governors and Senates of the seven schools chosen for this study (Indeed, the research studies mentioned below each took upwards of three years to complete). Instead, I will rely on the surveys that were completed by Jones and Skolnik in 1997 and by Jones, Goyan & Shanahan in 2004. Although this data is dated now, especially the study from 1997, I am hoping it will be sufficient to make connections between the Board of Governors and the Senate. For this reason, these two research projects will be extensively discussed in the literature-review section of this paper. History Universite Laval, the oldest operating Educational Institution in Canada, opened in 1663, and was named a University in 1852 ("Universite Laval- History," n.d.). Close behind was the University of New Brunswick, which opened in 1785 as the Academy for Arts and Science, and became a full University in 1859 ("UNB- Historical Sketch of UNB," n.d.). 6 The history of Governance at Canadian Universities is summarized nicely by Jones & Skolnik (1997), who explain that the first Canadian universities were governed by "Government Boards" that were composed largely of members of the colonial legislature. As time passed, it became apparent that there needed to be some separation between government and Governing Boards, and as a result, a Royal Commission, commonly referred to as the Flavelle Commission, was created in 1906. At this time, a separation between the affairs of the university and the provincial government was created, and the bicameral system of the Board of Governors and the Senate was also put in place (Jones & Skolnik, 1997, p. 278). This reform of the university system was seen to be driven by demands for external accountability, while the later university reform in the 1960s, which resulted in greater participation by faculty on Governing Boards and students on University Senates, was seen to be a result of a demand for greater internal accountability and a more open, transparent governance process (Jones & Skolnik, 1997, p. 278). 7 Chapter 2 Literature Review The purpose of the literature review is to summarize relevant existing research and literature relating to the study of governance in Canadian universities. Preliminary research suggests that there has not been a lot of research undertaken regarding governance structures in Canadian universities. Indeed, there has not been an extensive amount of research throughout North America. However, there is plenty of research into general university and higher-education issues, as well as other matters related to governance at universities and information on various other non-profit boards. While I could not find any existing literature on the relationship between the Board of Governors and the Senate at Canadian universities, there have been empirical studies on Governing Boards (Jones & Skolnik, 1997) and on the role of the Academic Senate (Jones, Goyan, & Shanahan, 2004). Literature Focusing on University Governance Glen A. Jones and Michael Skolnik performed a national survey of Boards and board members of various Canadian universities in 1994-95 and released some of their finding in 1997 in a paper titled "Governing Boards in Canadian Universities." Glen A. Jones later joined with Paul Goyan and Theresa Shanahan to author a detailed look at the structure of Senates in Canadian universities, "The Academic Senate and University Governance in Canada ." Jones and Skolnik (1997) recognized a gap in "the present knowledge about the nature and working of Governing Boards of Canadian universities" (p. 278), and as a result, they undertook a national survey in an attempt to characterize Canadian university Boards and 8 board members and their respective roles, as well as the differences between Canada and the United States in university Governing Boards (Jones & Skolnik, 1997, p. 278). By means of their cross-Canada survey, Jones and Skolnik found that most Canadian universities operate under a bicameral system whereby a: corporate charter delegates authority over institutional decision making to two legislative bodies : (a) a Governing Board which usually appoints the president and is responsible for the administrative and financial elements of the university, and (b) an Academic Senate with responsibility (in some cases of a purely advisory nature but often with specific duties assigned under the charter) for academic matters. (p. 282) At the time of the study, 39 of the 45 universities participating in the survey had a bicameral system of governance (Jones & Skolnik, 1997, p. 282). When evaluating the response from the board members, the researchers found that 56% of respondents considered themselves active members of the Board, and the average number of hours worked on board business was just over 10 per month. A majority of the respondents suggested that they believed they had influence over board decisions. Interestingly, "outside" members of the Board (those without direct ties to the universities) felt that they received too much information. At the same time, 80% of the inside members agreed strongly that they knew and understood the organizational structure of the university, while only 40% of external members said the same thing (Jones & Skolnik, 1997, p. 284). 9 In comparing Canadian universities to those in the United States, Jones and Skolnik identified several differences and similarities, as outlined below: • In the United States, 70% of students attended public colleges and universities that had multicampus systems without their own governing boards. On the other hand, in Canada, there was only one multicampus, at the University of Quebec. • In 1988, 77% of board members in the United States were government appointed, compared to less than a quarter in Canada in 1997. In the United States, 9% were selected by constituent groups and 2% by self-perpetuation • In Canada, faculty and staff accounted for more than a quarter of the board members, and about one-third of all members were from within the university. In contrast, faculty and staff only filled 3% of board positions in the United States, and there was no data comparing internal to external members. • In the United States, 26% of the board was female compared to 36% in Canada. • There was not a huge variance in age of board members in Canada and the United States, although there were more young members in Canada, likely as a result of a higher percentage of internal members. • The number of members in both countries holding at least an undergraduate degree was similar, although more external members in Canada (41%) had degrees compared to external members in the United States (25%) • As there were a greater number of internal members on boards in Canada, there was a corresponding higher proportion of members from educational sectors, 37% in Canada compared to 10% in the United States. In the United States, therefore, 10 there were higher percentages of members from business {36%) and the professional sector (23%). In Canada, 26% of members are from business, while 13% are professionals. Not surprisingly, these differences level out when one looks strictly at external members, although there is a higher proportion of retirees on Canadian boards. (Jones & Skolnik, 1997, p. 285-286) Finally, and perhaps most importantly, Jones and Skolnik examined board members' perceptions on the roles of the board and board members. A key finding was that more than 70% of board members surveyed strongly agreed that the Board should be asking tough questions of senior administration and that they should be periodically reviewing the performance of the President and the Board. Intriguingly, the respondents also indicated that they did not feel that they were reviewing their own performances, asking tough questions of administration, or lobbying for changes in policy to the degree that they should be. These findings raise the question of whether Boards are effective in their roles and, indeed, suggest that they may not be. However, Jones and Skolnik (1997) do suggest that "the majority of board members believe that they influence board decisions and that they have the information necessary to make decisions. These findings thus contradict a not-uncommon observation that boards are fundamentally weak or impotent" (p. 287). Following the release of the aforementioned study, Glen Jones later collaborated with Paul Goyan and Theresa Shanahan to conduct a similar study, this time focused on academic Senates in Canadian universities. "The Academic Senate and University Governance in Canada" again discusses the results of a cross-Canada survey conducted by the authors, in which they 11 first contacted senate secretaries to discuss the basic structure, composition and operation of Senates at Canadian universities, and then contacted individual members of university Senates to obtain their personal perceptions on the Senate, their role in the Senate, and the nature of their work as Senate members (Jones et al, 2004). When asked to name the most important issues facing university Senates in the context of University governance, the senate secretaries most commonly answered: "the challenge of academic decision-making in the context of fiscal restraint, the problem of vested interests and territoriality, and the challenge of change (Jones et al, 2004, p. SO). As can be expected, one of the key issues is vested interest and territoriality. Although the mandate of the Senate is to better the entire institution, senate secretaries have witnessed many examples wherein members are not able to separate issues that will benefit them or their sectors from issues that will benefit the university as a whole. In reviewing the data collected from senate members, Jones et al found that 73% of respondents were male, and the average age of senate members was 49 years. While 84% of respondents held at minimum an undergraduate degree, only 40% had been students at the universities where they now served on the Senate. Interestingly, although there were far fewer women members of the Senate, these members were more likely than men to perceive themselves as active and informed members who knew the organizational structure of the university (74% for women and 63% for men). While 72% of senior administrators strongly agreed that they had the knowledge and ability to influence the Senate, only 37% of students felt this way, and the average for all respondents was 55% (Jones et al, 2004, p. 53). 12 Senate members were then asked to indicate their understanding of what roles the Senate and senators should be responsible for, and to what degree the Senate was successful in fulfilling that function. The results were as follows: • 69% agreed that the Senate should confine itself to academic issues, and 68% agreed that this was the practice • 90% agreed that the Senate should be the final authority for approving academic polices, but in practice, only 74% said this was actually the process • 78% agreed the Senate should be involved in establishing research polices, 56% believed the Senate should be involved in determining strategic research direction, 51% thought the Senate should determine priorities for fundraising and development and 89% agreed that the Senate should be involved in determining the future direction of the university • 67% of faculty felt that the Senate should play a role in the budgetary process, while only 36% of administrators agreed The responses appear to indicate that there is little agreement on what the role of the Senate should be (Jones et al, 2004, pp. 55-56). Perhaps the most interesting responses from senate members came in the category of accountability and effectiveness. Almost every respondent (93%) agreed that the Senate should be asking 'tough questions' of senior administrators, yet only 49% agreed that this actually happened. Interestingly, 91% of administrators agreed that tough questions were being asked, while only 43% of faculty and 33% of students believed this to be true. Only 44% 13 of respondents agreed that the Senate was effective as a decision making body, and 60% suggested that the Senate primarily approved decisions made elsewhere. Although there was not a strong sense of the decision-making power of the Senate, 47% of senate members agreed that the Senate played an important role in facilitating the exchange of information between different units within the university, and 65% agreed that the Senate played an important role as a forum for the discussion of important matters (Jones et al, 2004, pp. 56-57) . Finally, when asked what constituency group the Senate should be supporting, 95% believed the Senate should be representing the interests of the university, 68% responded that it should be supporting the best interests of society, and 54% indicated it should be representing a particular constituency. Not surprisingly, 83% of students strongly believed their role was to represent their constituency, while only 43% of administration believed likewise. A majority (65%) of those who responded agreed that the division of responsibilities between the Senate and the Governing Board was clear, and only 39% agreed that the Senate should have more autonomy from the university's Governing Board (Jones et al, 2004, pp. 57-58). Aside from the above empirical studies, there was little else found in a literature search directly relating to governance in Canadian universities. In November 2004, at a Canadian Association of University Teachers (CAUT) meeting, a discussion paper, "Where Have We Been and Where Should We Go?", was presented; it recommended a reversal of the role of the Senate as the voice of the faculty and as the Governing Body that was responsible for educational policy and other academic positions (CAUT, 2004). Janice Best (2005) published a brief article, "The Role of Senate in University Governance," in response to this discussion, 14 detailing some of the roles and limitations of the Senate at Acadia University. Best (2005) described how the president, as mandated by the Board of Governors, had set in place hiring a consultant to undertake strategic planning of the academic units, with very little consultation from Senate or faculty members. Further, Best contended that faculty were not being consulted on many other issues that directly impacted academic programs, and had not been included in searches for senior administrators. Best concluded that the Senate in the bicameral system was not effective, that changes needed to be considered, and that emphasis needed to be placed on these issues during collective bargaining: Collective bargaining has given faculty at Acadia University considerable power to set limits on the unilateral ability of administrators to shape educational policy in the areas of academic freedom, intellectual property, promotion and tenure, appointments and workloads. We must continue to work through Senate to defend the principles of collegial governance and protect academic standards . It is clear, however, that Senate alone cannot achieve true collegial governance. This should become a major goal for our next round of collective bargaining (Best, 2005, p.3) . Following these discussions, CAUT appointed a task force to review various issues related to governance at Canadian universities. The results of this study are detailed in "Report of the CAUT Ad Hoc Committee on Governance" presented by Greg Allain, chair of the committee, in November 2009. The conclusion of this study was that: 15 We must finally recognize that university Senates have not proven to [sic] reliable and consistent vehicles through which academic staff can ensure their proper role in the academic governance of their institutions. We believe that academic staff associations must turn to collective bargain ing to ensure their position in academic decision making as part of their terms and conditions of employment. (Allain, 2009, pg. 1) This report details the changes that were made in university governance following the Duff-Berdahl Commission in the early 1960s. At that time, the concerns were similar to those found today, and the report recommended bicameral governance be implemented at universities across Canada. It also suggested that under this system, the institutions would operate "under the general direction of a Board of Governors only minimally involved in academic planning," as well as that the Senate would become the "central educational forum" (Allain, 2009, p. 2). As we have seen, this system was adopted in most institutions across Canada, but the Independent Study Group on University Governance (ISGUG), a review undertaken by CAUT in 1993, found that the Senate model was not working; however, "the flaw was not in the model but in the implementation of that model" (Allain, 2009, p. 2). Allain (2009) further explains that while ISGUG made several recommendations on operations of both the Senate and Board of Governors, the failure of the Senate continued (p . 3). The 2008 task force unearthed many issues regard ing the conflict between the role of the Senate and the general operations of the university. A key issue remains the relationship 16 between the Board of Governors, Senate and collective agreements. Allain (2009) summarizes that there is an increasing culture of management marginalizing the role of academic staff in decision making, and that the "traditional collegial role of senates has been undermined" (p. 4). Further, at some universities, the President is chairing the Senate committee, and at many institutions, the composition of senate has changed, enabling greater administrative influence and presence (Allain, 2009, p. 4) . Like Best (2004), Allain and the task force believe that the key to change lies in the collective bargaining of faculty associations. Tom Booth (2011) suggests that some of the changes to the structure of Boards and Senates have not had a beneficial outcome. When board representation on the Senate increases, a result can be a reduction in elected academics, and "the roles of the board and senate have been increasingly cross-wired." Further, Booth (2011) suggests that "Over the past two years, events indicate that shared governance and collegial decision-making are gravely endangered. Increasingly, boards are departing from their historic roles and overstepping into the recognized ambit of the senate, sometimes disregarding or ignoring the university's most senior academic body" (p. 1). Similarly, William Bruneau (2009) argues that the bicameral system is failing, as he outlines in his paper "Can We Take Back University Governance?" He believes that "Boards of Governors too often act as public-relations entities, attached one way or another to the office of the university president. ... and that "Boards in practice act as 'rubber stamps' for administrative policy and decision" while "Senates meanwhile have been sideswiped and sidelined, again and again" (Bruneau, 2009, pp . 12-13). Bruneau is most concerned with the 17 financial accountability that appears to be lacking in university administration, and the absence of the academic community involvement in those discussions, as well as a lack of academic freedom in several cases (Bruneau, 2009) . As a summary of the various models of governance, Eileen Hogan presented a short paper in 2006 titled "Governance Models." This paper outlines the four models of university governance: unicameral Governance, bicameral governance, tricameral governance, and hybrid governance. Although the paper is basically just a quick summary of the models, Hogan (2006) does conclude nicely, remarking that "to effectively govern, administrators must work collaboratively with faculty, staff, senates, and unions in an environment wherein the authority of each constituent group is clearly understood" (p . 6) . This statement succinctly states the arguments made by the various members of CAUT. A similar paper, suggesting governance models such as shared governance, corporate governance and trustee governance, was written by Leon Trakman in 2008. He suggests that "governance models sometimes need adjusting or replacing" and that "Colleges and universities should be able to remodel the ir governance structures incrementally" (Trakman, 2008, p. 43). As a final look at literature specifically related to governance at Canadian universities, Charles Jago presented a paper at a UNBC Board of Governors and Senate workshop on University Governance in 2009; he had previously presented it at a meeting of board and senate secretaries in 2007. Jago explains that he has been involved in university governance in one aspect or another through the changes in governance structure that began in the 1960s with the Duff/Berdahl report. The changes in governance in Canada have been detailed in 18 Growth and Governance of Canadian Universities: an Insider's View, published by Howard C. Clark in 2003. Jago explains, as we have already seen, that the report in 1966 led to widespread reforms in university governance structure, including faculty unionization, faculty representation on Boards, and involvement of the Senate in planning and university budget setting (2009). Jago further explains that he is "a firm believer in the bicameral system" with the definite division of responsibilities between the Board and the Senate (Jago, 2009, p. 5). Jago (2009) offers an informative breakdown of the roles of the two governing bodies under the bicameral system : Boards deal with the business-side of the university: personnel matters, appointments, budgets, capital projects, financings, and the like. These are complex issues where board members, especially those with business acumen and strong standing in the local, provincial, or national community can really assist university presidents who, as CEOs, carry the ultimate responsibility for conducting the affairs of the university with fiscal, social, and ethical probity. Senates, on the other hand, deal with academic affairs and although they might advise the Board on other matters, their sphere of jurisdiction is the academic and that is what they should do (p. 5). There are several other points made by Jago; they outline actions he believes will enable a stronger Board and Senate, as well as more effective university governance as a whole: 19 • Boards and senates need to own their responsibilities, and be more than a "rubber stamp." Jago believes that lack of responsibility weakens the Board and will also impact the ability to recruit strong board members in the future . Ongoing training and self-evaluation (for board members and for executives) are key to maintaining a strong board. Further, Senates should insist on high academic standards and be willing to withdraw weak academic programmes when required. • Formality and professionalism must be maintained at board and senate meetings. Clarity and structure in meetings are both critical to maintaining the importance of the governance role. • There needs to be a clear understanding of where management ends and governance begins, especially for senior university administrators. As well, board and senate members must understand the difference between management and governance. Jago argues that Boards and Senates cannot manage the affairs of the university, but instead they must be responsible for approving the direction of the university, for setting the standards, for ensuring a sound policy framework, and for demanding accountabilities. Just as importantly, Jago suggests that presidents and senior administrators need to respect the roles of Boards and Senates and they must ensure that they carry out the legislated will of university government." • Finally, it is important that all members of the Board and the Senate respect that they are members of a corporation and must respect and support decisions that 20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --- - are made, even if they do not personally agree with the decisions (Jago, 2009, pp. S-6). In conclusion, Jago points to examples of the provincial government in British Columbia taking a stronger advisory role with universities as evidence that the governance structure is failing; therefore, if governance is ceded, either to internal forces or to governments, the I/ essence of the university will be lost" (Jago, 2009, p. 8) . Literature Focused on Non-Profit Board Theory Jago explains that his participation in many non-university boards has helped to put into a better context his understanding of university governance (Jago, 2009) . What follows is an examination of board theory in various other industries (but most specifically in the non-profit sector), based on the understanding that there is a lack of literature based solely on university governance. Yingliu Gu, James Langabeer and Jeffrey Helton discuss board structure in the nonprofit hospital industry in their 2010 paper 11 Board Composition and Financial Performance in Major Hospitals~~ . Judith Miller-Millesen provides an extensive look at Boards in the non-profit sector in her paper ~~understanding the Behavior of Nonprofit Boards of Directors: A Theory Based Approach, " published in 2003. Finally, I will review 1/From Jeans to Jackets: Navigating the Transition to More Systematic Governance in the Voluntary Sector," written by Tim Plumptre and Barbara Laskin in 2003. While discussing the challenges of Boards in major US hospitals, Gu et al (2010) focus on the relationship between Board size and financial return . This subject does not directly relate to the discussion of university Boards, as the board size is often mandated by the government. 21 However, some insights made in the study are worth considering. The study discusses board composition using both agency theory and resource dependence theory, which will both be examined in greater detail later in this paper. The study further distinguishes between a philanthropic model and a corporate model, which would be an interesting consideration when looking at university governance. In my experience working at the University of British Columbia, there have been discussions as to the role the Board of Governors should be playing in fundraising, and it is interesting that Gu et al point out that a philanthropic model can influence the financial success of an organization . Gu et al (2010) also suggest that "physicians in hospital organizations represent a dominant stakeholder in healthcare, and the most technically astute in terms of the organisation's core processes and outcomes" and that Boards with a higher percentage of physicians are "associated with higher levels of financial performance" (p. 28). This insight could potentially be applied by having higher numbers of faculty, staff and students sitting on university Boards, acting as the 'technically astute' members of the Board. Judith Miller-Millesen (2003) provides an in-depth theory-based examination of "the environmental conditions and board/organisational considerations that are likely to affect board behavior" and suggests future empirical studies that would expand upon her theorybased research(, 521). Similarly to Gu et al (2010), Miller-Millesen also considers agency theory and resource dependence theory, but she also includes institutional theory to round out her study. She concludes her study by suggesting that board performance must be measured using evaluation criteria related to the purpose for which the Board is recruited (MillerMillesen, 2003). 22 In the article "From Jeans to Jackets: Navigating the Transition to More Systematic Governance in the Voluntary Sector", Tim Plumptre and Barbara Laskin discuss the challenges faced by small and often volunteer-based non-profits that are moving toward a more structured Board of Governors approach to governance. Again, the theories expressed by Plumptre and Laskin are not directly applicable to the conversation in university governance, as the governance structure at a university will in all likelihood be set when the institution is established, although it will likely face reform throughout the years. Plumptre and Laskin identify a potential problem with a move to governance, which is probably all too common in many university Boards: The CEO [or University President], whose prime interest is the day-to-day operation of the organization, sees work related to the functioning of the board as a distraction from the "real work" of the enterprise. Understandably, this syndrome may become acute if (as too often happens) the board does not provide any real value-added (sic) to the organization (Piumptre & Laskin, 2003, p. 1). The authors further suggest that another potential challenge for institutions is that "many organizations don't have a clear concept of what governance means, why it matters, or how to move from where they are now to better governance" (Piumptre & Laskin, 2003, p. 2). Indeed, this concern appears to be a common one in university governance, especially considering the relationship between senate and the board in a bicameral setting. Finally, this 23 research again reiterates that staff participation with boards is critical to board success, as staff "provide the glue that ensures continuity" (Piumptre & Laskin, 2003, p. 5). Literature Focused on University Operational Issues There has been a plethora of literature written on issues relating to operations at universities, and for the purposes of this paper, the focus will be on articles written about Canadian institutions. Dale Kirby wrote a paper summarizing comprehensive provincial postsecondary reviews that were performed by Alberta, British Columbia, Newfoundland and Labrador, and Ontario between 2005 and 2007. These reviews covered topics such as "affordability, accessibility, accountability, institutional collaboration, diversity, funding and quality" (Kirby, 2007, p. 2). Surprisingly, unless Kirby simply failed to cover the issue, none of these reviews on higher education mentioned the role and impact that governance plays in the success or failure of universities . The article tends to focus more on economic and globalisation issues. Kirby (2007) concludes his paper by suggesting that "The extent to which post-secondary education in Canada will become more economically-oriented and market-driven is still by and large dependent on government regulation and planning" and that "in recent years, Canadian governments have introduced financial, policy and legislative mechanisms that have noticeably increased government involvement in setting the priorities and directions of post-secondary institutions" (pp. 18-19). This assertion seems to echo the sentiments of Charles Jago (2009) that the provincial governments will likely have great impact on the future of higher education in Canada. Several authors, including Marjorie Coulter (2007), Michelle Gauthier (2004), Amy Scott Metcalfe (2010), and Theresa Shanahan and Glen Jones (2007) have written articles discussing 24 the changing roles of the federal and provincial governments toward higher education in Canada, with specific focus on funding changes. In addition, Paul Axelrod, Roopa Desai Trilokar, Theresa Shanahan and Richard Wellen (2011} offer an extensive look into the political climate behind the policy changes implemented between 1990 and 2000. In discussing changes in the Canadian system from 1995-2006, Shanahan and Jones (2007} suggest: The federal government's approach to provincial transfers was frequently modified, but the 1995 federal budget essentially changed the entire arrangement. The approach since then has shifted away from indirect funding of post-secondary education through transfer payments and towards providing support for research-intensive institutions in order to further the government's innovation agenda and addressing student financial support issues through a rather enigmatic combination of grants, initiatives designed to encourage family savings, and universal tax credits. The shift in funding has increased the federal government's influence over Canadian post-secondary education (p. 41}. Considering the changes that each author suggests could occur in Canadian Universities as a result of changes in federal and provincial policies, it will be imperative for the governing bodies of the universities, namely the Board and the Senate, to have a clear mission; as well, their members will need to have the strength and skill to adopt to the changes that are sure to emerge. 25 Chapter 3 University Acts There is no standardized University Act across Canada . British Columbia, Alberta, Quebec and Prince Edward Island all have Provincial University Acts governing all of the schools in each respective province. The existence of such Acts leads to greater standardization across the Provinces but leaves much less flexibility for the individual schools to adjust the governance structures to meet their needs. In the other five provinces, Saskatchewan, Manitoba, Ontario, Nova Scotia and New Brunswick, each school has its own University Act. In the case of many of these schools, this is likely due to the fact that the schools have much longer histories and had the governance structures in place long before a provincial mandate would have been established . In the case of Quebec, which has some of the longest established universities in Canada, there is a very different system of education than in the rest of Canada; Quebec's students begin post-secondary training after eleven years of school and enter either a vocational or an academic path. These programs connect high-school and undergraduate programs, and they are largely tuition free. This unique structure clearly requires a provincewide focus. British Columbia In British Columbia, the four research Universities- the University of British Columbia, Simon Fraser University, the University of Victoria and the University of Northern British Columbia- are all governed under the legislation of the University Act [RSBC 1996 Chapter 26 468}, as are the Province's seven other Universities (" BC Laws : University Act," December 2011}. Alberta In Alberta, the Post-Secondary Learning Act (PSLA} recently became the governing document for the higher-education institutions in the province, combining the four acts that were previously in effect : the Universities Act, the Colleges Act, the Technical Institutes Act, and the Banff Centre Act ("Gov. of Alberta, PSLA," n.d.}. For the purposes of th is study, the University of Lethbridge falls under this legislation. New Brunswick In New Brunswick, Mount Allison University falls under the jurisdiction of the provincial Degree Granting Act ("Gov. of N.B.- Degree Granting Act," June 2000}. However, this act does not set the foundation for the University's governance; it merely lays out the guidelines and approvals for granting degrees at the various higher-education institutions in New Brunswick. The governance and other operational guidelines for Mount Allison University are outlined in the Mount Allison University Act, 1993 ("MTA University Act," 1993}. Nova Scotia Similarly to the Mount Allison, Acadia University in Nova Scotia is also structured under the Nova Scotia Degree Granting Act ("Nova Scotia Legislature : Degree Granting Act," 2006}. As in New Brunswick, this act merely outlines the regulation of the granting of degrees and does not stipulate University Governance practices . The structure of governance for Acadia 27 University is detailed in the Acadia University Act ("Acadia University: An Act Respecting Acadia University," 1995). Ontario Finally, Ontario operates under a structure very similar to those of New Brunswick and Nova Scotia, where a provincial act, again the Degree Granting Act, oversees the administration of degree granting and the establishment of new Universities ("Ontario Ministry of Training, Colleges, and Universities Act," n.d.). Lakehead University, as featured in this study, is governed by the University Act of Lakehead University ("Lakehead University: University Act," 2011). 28 Chapter 4 Senate Roles and Responsibilities of the Senate Although the details of the roles and responsibilities of the Senate are laid out in great detail in the University Acts, a brief summary from specific University web pages will encompass the general mandate of what is expected of the senate. University Of Victoria: The University of Victoria Senate, in accordance with the University Act, is responsible for the academic governance of the university, including matters concerning libraries, faculties, curriculum, awards, exhibitions, student admissions, student appeals and the granting of degrees. To address these and other academic matters, the Senate may meet as a whole or delegate authority to a standing or ad hoc committee. (UVic Senate, n.d.) Simon Fraser University: Senate is responsible for the academic governance of the University and so it must be concerned with all important matters that bear on teaching and research in the University; this includes the development of new initiatives, the formation of priorities, and the consideration and approval of policies. Senate's agenda should be open for informed debate of issues of significance for the whole University. (SFU Senate, n.d.) 29 Lakehead University: The Senate is responsible for the educational policy of the University, and, with the approval of the Board in so far as the expenditure of funds and the establishment of facilities are concerned, may create such faculties, departments, schools or institutes or establish such chairs as it may determine, may enact by-laws and regulations for the conduct of its affairs, and, without limiting the generality of the foregoing, has power, a) to control, regulate and determine the educational policy of the University; b) to determine the courses of study and standards of admissions to the University and continued membership therein, and the qualifications for degrees and diplomas; c) to conduct examinations and appoint examiners; d) to deal with all matters arising in connection with the awarding of fellowships, scholarships, bursaries, medals, prizes and other awards; e) to confer the degrees of Bachelor, Master and Doctor, and all other degrees and diplomas in all branches of learning that may appropriately be conferred by a university; f) to confer honorary degrees in any department of learning; g) to create Faculty councils or committees and committees generally to exercise its powers. 1965, c.54, s.14. (Lakehead, "Power of Senate", n.d.) 30 It is understood by most people involved in university governance that the role of the Senate is primarily academic. However, as we saw in Jones et al {2004), many senate members believe that these roles are not being effectively performed in many cases. 31 The director of extension The president and vicepresident ofthe alumni association 2 deans, appointed by the dean's council The chief librarian The director of continuing education A number of faculty members equal to twice the number of senate members in a to f, 2 members from each faculty elected by the members ofthat faculty, and the remainder elected by faculty members in the manner they determine 2 members of the board, appointed by the board The chief academic officer for student affairs The deans of faculties The vice-president, who is designated by the board The Chancellor, who is the chair The President The Chancellor The President, who is the senate's chair The academic vicepresident or equivalent Alberta Post-Secondary learning Act BC University Act University Websites . The Librarian The Registrar The heads or chairs of teaching departments; members of the teaching staff elected or appointed as by the senate The President and ViceChancellor The Vice-President Academic and the VicePresident Administration The Dean of Arts and the Dean of Science The University Librarian The Principal of Acadia Divinity College 32 The Academic VicePresident The Deans of all faculties The Chancellor The President, who is the chair The Vice-President Academic, as vice-chair A majority of the members of the Senate shall be members of the teaching staff ofthe University Representation on the Senate from administrative officers, members of the Board of Regents, various levels of professorial rank, and the students All other academic Deans and directors of Schools and the Chairman of Graduate Studies; six tenured full-time members of the faculties of Science and Arts, and one full time member of the faculty from each School with more than six members The President Acadia University Act Mount Allison University Act University Act of lakehead University Table 1. Composition of the Senate as Designated by University Acts . Compiled by author from publically available information on A number of students, equal to half the number of faculty, elected by the students, ensuring one student from each faculty 4 persons who are not faculty members, elected by and from the convocation One member to be elected by the governing body of each affiliated college of the university Additional members, determined by the senate, without altering the ratios of faculty and students The Dean of Student Affairs and the Dean of Women Not more than six other persons elected or appointed in a manner determined by the Senate The Chairman ofthe Board of Governors and the ViceChairman of the Board of Governors 2 members of the alumni association, appointed by the alumni association 2 non-academic staff members, appointed by the non-academic staff association 4 members of the student association, appointed by the council of the students' association One member of the graduate student association, appointed by the council of the association 9 members of the public, appointed by the Minister 30 representative members, elected by senate to represent groups with an interest in the university, including representatives of staff organizations within the University ---- Four members of the Board of Governors 3 members of the general faculties council, appointed by the general faculties council 33 The Board of Governors Roles and Responsibilities of the Board Tim Plumptre and Barbara Laskin {2003) provide a detailed description of what they believe are the primary tasks of a non-profit Board : • Ensuring the organization's financial health • Fundraising, with board members assisting and/or becoming donors themselves • Ensuring sound relationships with funders, community groups, members, clients, volunteers or other stakeholders • Ensuring good performance, possibly using self-assessments • Communicating or advocating effectively • Developing and updating a longer-term plan • Ensuring the existence of a sound governance framework (pp . 3-4) An extensive chart summarizing several authors' suggestions of the characteristics of good governance and "Normative Board Roles and Responsibilities" was compiled by MillerMillesen {2003) and has been reproduced in table 2: 34 Ensure adequate financial resources Advance organization's public image Integrate the organization with its social environment Manage and secure adequate financial resources Provide sound financial management Approve budget, establish fiscal policies and financial controls, monitor finances Provide adequate resources for organization Develop organizational visibility Oversee the programs of the institution to assure objectives are being achieved Approve and periodically revise long-range plans for the institution Set policies and adopt plans for the organization's operations Approve and monitor the organization's programs and services Select the executive and establish conditions of employment Recruit, hire, evaluate, reward, or terminate, if necessary, the executive director Select and support chief executive Review the executive's performance Plan for the future Assure mission congruence and set broad policies Houle (1997} Determine organization's mission Block {1998} Determine mission and purpose Axelrod {1994} Enhance the organization's public standing Ensure adequate resources Manage resources effectively Determine, monitor, and strengthen the organization's programs and services Support chief executive and assess performance Ensure effective organizational planning Select chief executive Determine mission and purpose Ingram {2003} Table 2. Normative Board Roles and Responsibilities. (Miller-Millesen, 2003, pp. 526-527) 35 Enhance the organization's public image Raise money Ensure effective fiscal management Approve and monitor the organization's programs and services Engage in strategic planning Select and support the executive, review his or her performance Determine organization's mission and purpose National Centre for nonprofit Boards {1995} Strengthen its own effectiveness as a board Recruit and select new board members and provide them with an orientation to the board's business Ensure that the organization's corporate governance documents are updated and all reports are filed as required Protect and preserve the organization's tax exempt status Serve as an arbiter in conflicts between staff Work closely and interactively with the chief executive and staff Continuously appraise itself and periodically devote time to analyzing its own composition and performance Assure that its basic legal and ethical responsibilities are being fulfilled Ensure legal and ethical integrity and maintain accountability Recruit new board members and assess board performance Understand the relationship between board and staff 36 Carefully select and orient new board members and organize for efficient operation Although not all of the universities being considered in this study have their primary responsibilities readily available on their websites, those that do so provide data remarkably similar to that in the list compiled by Miller-Millesen; this data can be seen in the table below. Information was obtained from the University of Victoria {"UVic- University Secretary," n.d.), Simon Fraser University {"SFU- Board Guidelines," 2007), and Lakehead University ("Lakehead University, BOG By-Laws," 2011) . 37 To maintain collegiality by ensuring due diligence in consultation with university constituents on important issues. To avoid any real, potential or apparent conflict of interest, and act promptly in its remedy. To conduct business in public with clear guidelines for confidentiality of proceedings where needed, and to seek to establish a climate of openness and trust. To meet the highest standards for public reporting, monitoring, and accountability. To ensure the existence of effective and transparent strategic planning processes, which are conducted on a regular basis, are afforded sufficient time, and contain appropriate processes of performance monitoring and review. Appointing and supporting the president, approving his or her annual goals, and reviewing his or her performance Establishing procedures for the appointment of senior academic administrators, faculty and staff and approving executive appointments Approving enrolment targets upon the recommendation of the Senate Entering into collective and other agreements on behalf of the university -- -- - 38 To borrow money on the credit of the University in such amount, on such terms and from such persons, firms or corporations, including chartered banks, as may be determined by the board To make, draw and endorse promissory notes or bills of exchange To appoint and remove the President and Vice-President, if any To appoint, promote and remove the heads of all faculties, schools and departments, the senior administrative officers of the University, the teaching staff of the University, and all such other officers and employees as the Board deems necessary, on the recommendation of the President To fix the number, duties, salaries, and other emoluments of the officers, agents, and employees of the University To appoint an executive committee and such other committees as it deems advisable, and to delegate to any committee any powers To establish such advisory bodies as it sees fit To protect and defend the autonomy of the University. To ensure the independence ofthe Board of Governors by focusing on the public interest of the University and not those of a constituency, commercial, government individual, or individual interest. Approving the university's mission and strategic plan Approving and monitoring the execution of policy with respect to the goals expressed in the above Approving the budgets for operational and capital expenditure Lakehead University Simon Fraser University University of Victoria Table 3. Roles and Responsibilities of the Board. Compiled by author from publically available information on University Websites. To ensure board effectiveness by providing appropriate orientation, periodic information briefing, regular reviews and assessment of the effectiveness of the Board, Board Policies, and Statement of Guidelines. To clearly define delegations of authority within the Board, regularly review committee structure and maintain clear distinctions between governance and management functions. Setting tuition and other fees Advocating for the university and protecting and defending its autonomy Interpreting the needs of society and the larger community to the university Overseeing the university's compliance with legal, statutory and regulatory requirements Ensuring that the university is well managed and accountable To appoint the President and provide the President and administration with sufficient support to lead the University successfully. Maintaining the university's real property and other assets 39 To provide for payments by way of gratuities, retiring allowances, superannuation allowances, pensions, annuities, life insurance or health insurance, or any combination thereof payable to, in respect of, or for the benefit of the persons mentioned in a and b To expend such sums as may be required for the purposes of funds which are established for the payment of gratuities, retirement allowances, pensions, life insurance, or health insurance for the benefit of the persons mentioned in clauses a and b To make By-laws respecting the meetings of the Board, including the determination of a quorum necessary for the transaction of business, fixing fees to be paid by students for instruction, examinations, certificates, diplomas and any ancillary activities. To hypothecate, pledge, charge or mortgage all or any part of the property of the University to secure any money so borrowed or for the fulfillment of the obligations incurred by it under and promissory note or bill of exchange signed, drawn or endorsed by it To provide for the retirement and superannuation of persons mentioned in clauses a and b The President 2 members of the academic staff of the University, one of whom is nominated by the general faculties council and one of whom is nominated by the academic staff association 2 alumni of the university, nominated by the alumni association; not more than 9 members representative of the general public, in addition to the chair, appointed by the Lieutenant Governor in Council 2 faculty members elected by the faculty members 8 persons appointed by the Lieutenant Governor in Council, 2 of whom are to be appointed from among persons nominated by the alumni association 3 students, elected by students - A chair of the board appointed by the Lieutenant Governor in Council The Chancellor The Chancellor The President Alberta Post-Secondary Learning Act BC University Act Four regents elected or appointed by the Federated Alumni; twelve regents appointed by the board Two regents appointed by the general council ofthe United Church of Canada Two regents elected or appointed by the members ofthe faculty on full-time appointment The President The Chancellor Mount Allison University Act (Board of Regents) No more than three persons appointed by the Faculty of Acadia University No more than nine persons appointed by the United Baptist Convention of the Atlantic Provinces The President The Principal of the Acadia Divinity College No more than six persons appointed by the Governor in Council Acadia University Act 40 Twenty-four persons, appearing to be elected by the Board One member each appointed by the Cities of Fort William Port Authority Three persons named by the Lieutenant Governor in Council University Act of Lakehead University Table 4. Composition of Board Members as Designated by University Acts . Compiled by author from publically available information on University Websites. One non-staff member, elected by staff members One staff member, elected by staff members ---- - One member ofthe senate nominated by the senate members 2 students nominated by the council of students association; if the university has a graduate students' association, one graduate student nominated by the council of the association One member ofthe nonacademic staff nominated by the non-academic staff association Two regents elected from the full-time students by the Students' Union No more than two persons elected annually by the students of Acadia University; the person that holds the office of President of the Students' Union of Acadia University No more than two people appointed by the Board No more than twelve persons appointed by the Associated Alumni of Acadia University 41 Chapter 5 Board Independency Independency of board members refers to having members on the Board who are not directly affiliated with the organization. To be considered an independent board member in corporate governance, one must not be an employee or former employee of the organization, nor should one have any relatives who are current or past employees. In "Corporate Governance, A Guide to Good Disclosure," published by the Toronto Stock Exchange, an independent board member or unrelated director is described as: A director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the corporation, other than interests and relationships arising from shareholding (Toronto Stock Exchange, n.d.). In corporate governance, it is considered good practice for a majority of board members to be unrelated members. However, as we can see in table 4, in the Canadian institutions examined, at least three of the University Acts (the BC University Act, the Alberta Post-Secondary Learning Act and the Acadia University Act) clearly outline higher numbers of internal members than external. The other two acts (Mount Allison University Act and University Act of Lakehead University) are less clear, but it does still appear that in these schools, there is a high number of internal members, if not a clear majority. 42 Udi Hoitash studies the relationship between board independency and effective governance in "Should Independent Board Members with Social Ties to Management Disqualify Themselves from Serving on the Board?" (2011). In this research, focused on corporate governance rather than not-for-profit organizations, Hoitash (2011) finds that "social relationships between independent board members and management can improve the level of collaboration and the level of information sharing between the two parties ... and, consequently, lead to an increase in board effectiveness" (p . 400). Hoitash is dealing with the relationship between board members who would be defined as independent but may have other social ties with management, such as sitting on other boards together. However, the findings could be applied to university governance, applying the theory that individuals who are familiar and comfortable with each other may share information more readily, and therefore have higher effectiveness. On the other hand, one must consider that outside influence is still highly important, as members of the university community, especially faculty and staff, could be unwilling to effectively govern the administration, primarily the university president, if they perceive that doing so could have negative impacts on their own employment. As well, faculty, staff, and students (and possibly to a lesser degree alumni) will come to the board with personal agendas, and it may be difficult to separate the personal needs from the best interests of the university. Higher- Ed Boards Compared to Not-for-Profit and Corporate Boards While there are definite similarities between the operations of any Board, regardless of sector, it can be demonstrated that there are very different challenges for Boards of not-for- 43 profit organizations, and especially for Boards in higher education. Of course, one of the biggest differences for Boards of higher education operating in a bicameral system is the division of responsibilities between the Board and the Senate, which have been explored at length in this paper. Yingliu Gu et al (2010) discuss agency theory and resource dependence theory in relation to Boards and governance in US hospitals, while Judith Miller-Millesen (2003) explores agency theory, resource dependence theory and institutional theory in her theory-based look at non-profit boards. Kim et al (2010) explain that the primary function of agency theory is to have a body (the Board of Governors) watching the executives in order to be the "primary monitor of the executives" (p. 4), while Fligstein and Freeland (1995) state: The board of directors assumes responsibility for the ratification and monitoring of decisions that have been initiated and implemented by the management of the organization . In this way, risk-bearing functions are kept separate from decision structures, and stakeholders are assured that organizational resources are being used in the way in which they were intended (as cited in MillerMillesen, 2003, p. 522) . Miller-Millesen further emphasizes that a key to the success of the agency theory model is that board members must have the responsib ility for appointing and evaluating senior administration, and must monitor their actions to ensure that the interests of management and the organization as a whole are aligned . (2003) . 44 Alternatively, Pfeffer {1972) explains that resource-dependence theory suggests that the Board is primarily responsible to "increase access to key resources, negotiate the environment, and enhance organisational prestige" (as cited in Gu et al, 2010, p. 23}. Miller-Millesen (2003) shows that the difference between governance in non-profit and corporate boards becomes apparent when using resource-dependence theory, as the "non-profit board's role in linking the organization with its environment entails coordinating with a fairly broad array of constituents, whereas board-environment linkages in the private sector, for the most part, involve securing access to capital and enhancing coordination among firms (p. 534}. Finally, as explained by D' Aunno, Sutton and Price {1991), institutional theory suggests that "to be deemed legitimate, organizations embrace the norms, values, beliefs, and expectations that conform to societal norms, even when these social pressures may get in the way of effective organizational performance (as cited in Miller-Millesen, 2003, p. 536). In other words, organizations will continue to operate as they always have because that is "the way it has always been done," or they will attempt to emulate other institutions they perceive as successful. In conclusion, Miller-Millesen contends that board recruitment based on the above theories will provide very different outcomes to the institution. Also, one must be careful to assess the success of the board based on the assumptions that were made in board recruitment. Specifically: Agency theory predicts that non-profit boards select members capable of providing organizational oversight. .. Resource dependence theory suggests that 45 the board is likely to recruit new members who can facilitate access to critical resources or who can provide management with valued information about the criteria used to evaluate the organization .. . . And finally, according to institutional theory new board members are people who can legitimize the organization. (Miller-Millesen, 2003, p. 543) It seems that a combination of the above motivations may be necessary to fulfill the various needs of an organization, and that attempting to focus primarily on any one theory when recruiting board members would not be in the best interests of the organization . Another interesting difference to note between the more typical corporate Board organization and the not-for-profit Board is the difference in the decision-making process . In a corporate Board, many decisions are made at the board level and passed to the executive and administration to implement. In contrast, and possibly as a result of the strong representation of internal members on the Board, many decisions in the university setting will be made at one of the lower levels of governance and will filter upwards to the Board simply for final approval. Indeed, many have characterized a university Board of Governors as merely a "rubber-stamp" governing body. Perhaps it is just a representation of the different functions of a corporate Board and a not-for-profit Board that the decision-making process appears to be so different. On the other hand, perhaps it is another indicator that the process is broken in regards to university governance. 46 President's Council and President's Executive Council Level In addition to the two official bodies in bicameral governance (the Board of Governors and the Senate), it can be assumed that most institutions have various other levels of governance, though these are often not openly listed on university websites. At UNBC, for instance, there are President's Council (PC) and President's Executive Council (PEC), which both play an advisory role in the University's governance. The PEC is comprised of only the President, Provost, and Vice-Presidents, and advises the President on day-to-day operations . According to university policy, the mandate of PEC is to: • Review internally and externally generated administrative issues on a daily basis • Review policy decisions before being enacted by the President or referred to President's Cou neil • Provide information and advice on activities within the President's, Provost's and Vice-President's portfolios. In comparison, PC advises the President on medium-to-long-term administrative issues of the University, and membership is composed of the President, Provost, Deans, and Academic and Administrative Directors. The mandate of PC is: • Review internally and externally generated administrative issues every six weeks • Discuss management issues with the President and provide advice • Review impacts of management initiatives as they affect other departments • Review policy decisions before being enacted by the President ("The Roles of President's Executive Council and President's Council", n.d.) 47 I have been able to identify President's Council at many of the universities considered in this study. For example, UBC has a President's Advisory Committee, and UVic has a President's Advisory Council, and an Executive Council. There are also groups such as Dean's councils at many institutions. 48 Chapter 6 Stakeholders When discussing corporate governance, it is very easy to identify the primary stakeholders that the Board is expected to serve: generally speaking, the shareholders, or owners, of the corporation. The goal of the corporation is to increase the wealth of those shareholders. Of course, there are other stakeholders involved in corporate governance as well, but the primary responsibility will continue to be serving the shareholders. However, when one is discussing the board responsibility to stakeholders in not-for-profit organizations, the definition of these groups becomes much more complex, as does the determination of what the responsibilities to each of these groups entails. When considering the structure of university governance, one must consider the various stakeholders and how best to serve each group. Identify Stakeholders and their Importance to the Institution Students It seems obvious that the first group that should be considered by the Board of Governors (and certainly by the Senate) encompasses the students. The primary reason for a university to exist is to educate students; therefore, their needs must be of primary importance. The Board needs to ensure that quality educational opportunities exist not only to aid and accommodate current students but to attract quality future students. Aside from government grants (for most institutions}, tuition is the key source of revenue. Therefore, if the students are not well served and leave for another institution as a result, the rest of the university's mandates will suffer as a result. 49 Faculty Next to students, faculty are an essential part of the university's operation. Not only do faculty provide instruction to students, they also (in research-intensive universities) participate in research, which is vital to the reputation of the university as well as another key source of revenue for the university. The Board must ensure that faculty remuneration is fair and that faculty are given opportunities to contribute to the programs in which they are involved. Staff While faculty are essential to a strong university, they cannot function as an entity without the aid of the university support staff. These positions range from finance and payroll responsibilities to student support and registrar services, as well as many other functions. Again, the Board must ensure fair salaries and benefits, although in many cases, this will be in coordination with a union contract. Alumni The Board must also consider their responsibility to the Alumni of the university, as these past students should become one of the strongest support groups the university has in terms of recruiting new students and becoming philanthropic supporters of the university in the future. so Society The university has a responsibility to society as a whole. The university should be producing quality graduates who will contribute to bettering society once they have left the university. As well, the research that is undertaken by faculty and students should be providing value to society as a whole, not just to the university community. It is the responsibility of the Board to ensure that the programming of the university takes into account the needs of society and to re-examine those needs as society changes. When the university provides meaningful support to the other stakeholder groups, the needs of society should be addressed by default. Administration Another key stakeholder group is the university administration. Of course, the role of the Board is to oversee the administration, especially the President. As mentioned, it seems most universities have Presidents' Councils that meet regularly to discuss administrative matters. Although it appears that these Councils have little decision-making power, the Board must ensure that Presidents' Councils are not passing decisions that should be left to either the Board or the Senate. On the other hand, it is important that there is good communication between administration and the members of the Board, and that the Board will support the administration when appropriate. Stakeholders' Interests, Concerns and Claims on the Organization Students Of primary concern for students will be educational opportunities {program offerings, quality of faculty, etc.), tuition concerns and student life needs. As is true for many constituency 51 groups, students will expect greater offerings at reduced costs, and this is an issue that the Board and the Senate will need to address. Faculty The concerns of faculty, such as class size, research opportunities, and curriculum will likely be addressed more in the Senate than they would be by the Board of Governors. Regardless, faculty will make demands of the Board of Governors for budget requirements, research opportunities, and salaries. Staff Although it was not mentioned in any of the literature reviewed for this paper, it is likely that most, if not all, support staff at Canadian universities operate within a union . These agreements are generally negotiated between the union and key members of the administrative staff, and it would seem, therefore, that there would be little direct interaction between the Board and staff. However, as with most things at the university, staff positions are funded through operating funds that would be mandated at the Board level. In this way, the staff should expect the Board to ensure fairness across departments in times of budget cutbacks or other disruptions, as well as to ensure a fair working environment. Alumni Alumni have a great deal to offer to the University and the Board of Governors as both an advisory group and as ambassadors of the school. 52 Society Universities are heavily reliant on public funds for operating costs. Because of this, society should be demanding fiscally responsible decisions from the Board of Governors. Administration While there are certainly many day-to-day decisions made by administration, there need to be checks in place to ensure that decisions that should be placed before the Board and/or the Senate are being examined at that level, and that the decisions are not being made at that administrative level without consultation . 53 Chapter 7 Discussion Role of the Senate As we have seen throughout this study, the primary responsibility of the University Senate is to make decisions regarding the academic needs of the University. While many of the issues that the Senate need to consider have budgetary consideration, becoming overly focused on budget is not in the best interests of the academic body. Indeed, with all of the schools of the University being represented on the Senate, it could become a huge conflict of interest to have the Senate debating budgetary issues, as members would invariably be unable to separate their personal needs from the best interests of the institution. Instead, the Senate should be contemplating issues such as what courses should be offered, where new faculty are needed, what programs have become unnecessary, etc. The Senate needs to focus on creating the best possible experience for students in order to ensure that recruitment and retention of students is happening. Role of the Board of Governors The role of the Board of Governors is to take responsibility for the administrative details of the university and to ensure that the administration is acting in the best interests of the institution. The Board needs both to be aware of and to address the needs and concerns of the various stakeholder groups. Unlike the Senate, the Board of Governors is comprised of a very diverse group of individuals that represents all of the stakeholder groups. One of the Board's 54 primary responsibilities is to oversee the university budget, and the diverse backgrounds of the individuals on the Board should prepare them well for that task. Interaction between the Senate and the Board of Governors Although the Board of Governors and the Senate are two distinct bodies, it cannot be expected that they will operate in seclusion from one another. While each has a very different role, the ultimate goal of both has to be to serve the needs of the university community. Bicameral, Unicameral or Hybrid As previously mentioned, the majority of universities in Canada operate under a bicameral system. While there are flaws in the implementation of the system, it does appear to be the best option for governance. There does need to be division between academic and administrative matters, as the different bodies bring forward very different leadership strengths. Faculty members (generally speaking, with some exceptions) are not experts in administrative work; instead, their strengths are teaching, learning and research. On the other hand, while university Presidents are often former faculty, the rest of the administrative team, and indeed the majority of the Board of Governors, are recognized leaders in leadership and business administration . To have one group overseeing the entire operation would certainly come at the cost of losing expertise in one area or the other. As well, combining the groups could potentially lead to the faculty members of the Senate creating a conflict of interest by putting the needs of the individual programs over the needs of the university as a whole. While faculty are a central and important piece of the operations of the university, it would not be possible to function properly without the support staff and, most especially, the students being considered also. 55 Chapter 8 Conclusion A review of the existing literature suggests that most individuals who have studied university governance in Canada agree that the bicameral system, the system most common in Canadian universities, should work and is a good model. However, there seems to be an overwhelming belief that while the model is good, it is not being executed well, and as a result, there are definite problems with the current bicameral system . While all of the literature reviewed has been beneficial to the study, and most of the literature makes the same arguments (that the bicameral system should work, but that the system is broken and needs to be revisited), the article that has resonated the most is "An Ex-President's Perspective on University Governance" by Charles Jago. It is impossible to determine if this article makes the most sense to me because it is written by the past President of the university at which I work and study, but Jago has managed to capture the essence of the challenges in university governance and has shared some significant insights as to how the system could function more effectively. Jago very clearly differentiates the division that is necessary between the Board and the Senate, and I agree with his assertion that the two governing bodies must be separated. As well, Jago discusses how essential it is that all parties involved- governors, senators, and senior administration- understand and respect the roles of the others to ensure a cohesive system (Jago, 2009) . The current university governance belief is that there should be a clear division in responsibilities between the Board of Governors and the Senate, with the Board taking 56 responsibility for administrative decisions and the Senate maintaining responsibility for academic matters. However, with budgetary issues being examined in the Senate and academic approvals coming from the Board of Governors, we are seeing excessive crossover between the two governing bodies. In addition, at many institutions, there are several advisory levels reporting to the Senate and/or the Board of Governors, again weakening the decisionmaking power of these bodies. For instance, at UNBC, on the academic side, decisions pass through a program meeting, a College Management Team (consisting of Chairs and the Dean), or the Graduate Management Team (consisting of the Chairs from the graduate programs and the Dean of Graduate Studies), and finally College Council (consisting of Faculty, Chairs, and Deans) before finally being presented to the Senate. In some cases, proposals are being discarded at lower levels before the Senate, which is supposed to be wholly responsible for academic decisions, ever has a chance to review them. Further, in many cases, the same individuals are sitting on each group, so that there can be a clear bias throughout the decisionmaking process. In order for the bicameral system to work, I would suggest that there needs to be a very clear division of responsibilities between the two governing bodies, and that those responsibilities should not overlap. As well, the membership on both the Board of Governors and the Senate may need to be reviewed to ensure that there is fair representation on each committee, but also that enough independence exists to ensure fairness to all affected. In the current system, there is overlap between the Board and the Senate, since in many jurisdictions, members of the Board of Governors sit on Senate as voting members; as well in 57 most cases, there are faculty members acting as voting members on the Board of Governors. If the bicameral system is going to remain in place at Canadian Universities, it is clear that changes are going to have to be implemented to ensure that the two governing bodies can be effective in the roles that are assigned to each group. Some possible adjustments that could be made to the current system are proposed below. 1. The Board of Governors could determine the optimal budget allowable for the faculties, and the Senate could debate how to distribute the academic portion. 2. Overlap between memberships of the two governing bodies could be removed; instead, representatives from both, elected from the membership, could meet to discuss common issues on a newly created joint-governance committee. 3. Across Canada, the different legislating bodies that mandate the University Acts need to review the membership criteria for Boards and Senates. a. Most Boards have a high percentage of internal members, and it seems that it could cause obvious issues when it comes to the Board's role in overseeing the President and other members of the upper management team. If internal members are concerned about the security of their positions within the University, they may be less willing to take a stand against the President. b. Similarly, the structure of the Senate and the various advisory bodies supporting the Senate seems to be (in the case of UNBC if not elsewhere) allowing a small number of faculty to influence many decisions. The same individuals are sitting on multiple committees, and there is no limit 58 on the amount of time that one person can serve on committees, including the Senate. In this way, there is likely a limited amount of meaningful change occurring as the same group of people is influencing the change or lack thereof. Individuals should be limited as to the number of committees they sit on, and there should be time limits in place for membership on the Senate to ensure that new opinions and viewpoints are encouraged. Future Research Opportunities There are clearly many opportunities for further research in this area. Although the empirical research conducted by Jones and his colleagues was extensive, it may be necessary to re-examine the research, as much time has passed since the research was completed . As well, an empirical study that looks at the inter-connectedness of the Senate and the Board of Governors, as well as examining that structure compared to a unicameral scheme, would be very useful when considering the structures of governance at Canadian un iversities. Although the definition of success is nearly impossible to determine, if one could identify some measures of success, there would be value in comparing the different approaches of governance to those success metrics. Future Concerns for University Governance As the world continues to change, Universities, like all industry, will be facing many changes, and will have to adjust their operations and governance to react to those changes. The most significant changes that are occurring involve technology, and like all other sectors, 59 university governance will need to be prepared to meet these changes. These new technologies will affect changes in board meetings, which could potentially become remoteaccess events, but university governors will also have to be aware of the changes occurring in teaching and learning as a result of changing technology and be prepared to incorporate these changes into university policy. Although all industries must be aware of the challenges in changing technology, and indeed the rapidity of the change, this awareness is especially critical in a learning institution. Universities are responsible for preparing youth to transform society, and in order to be successful, universities will need to stay on the cutting edge. Their attempts to do so will create an ongoing necessity for the Senate to address changing needs academically and for the Board to ensure that budget remains available for the purchase of new technology. Technological changes will be seen in the classroom, in labs, and in students and prospective students' interactions with the university. Another change that is already being seen in higher education as technology is evolving is the emergence of more satellite campuses . As technology enables easier communication to remote sites, it is likely that this trend will continue. However, remote campuses are not without unique challenges. First and foremost is the concern that while the technology exists to offer classes remotely, the staff and students in these remote locations can feel very isolated from the primary campus. A primary issue that will need to be addressed by the Senate is the need to ensure that the courses offered in satellite campuses are beneficial to the communities that they are situated in, while at the same time being relevant to particular degrees. It is critical that every student of a university, regardless of his or her location, is offered the same level of education . The Board will also have a challenge in the administration of satellite 60 campuses, as the senior administration is unlikely to be located in these remote locations, and may not, as a result, be aware of many of the challenges that are faced in these locations. As satellite campuses become more prevalent, it will be critical for the Senate and the Board to ensure that these campuses operate efficiently and provide a quality education experience for all students. Higher Education will be a constantly changing industry, and there will continue to be major challenges for the governing bodies of these institutions. However, before any of the other challenges can be faced, the most important aspect is ensuring that the governance of the university is intact. 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