Board Code of Conduct

Print | PDF

This online version is for convenience; the official version of this policy is housed in the University Secretariat. In case of discrepancy between the online version and the official version held by the Secretariat, the official version shall prevail.

Reviewed and Recommended by the Governance Committee: April 3, 2024
Approved by the Board of Governors: April 18, 2024

1. Purpose

Wilfrid Laurier University (the “University”) is committed to the highest standards of ethics, integrity and responsible stewardship. The University’s Board Code of Conduct (the “Code”) defines the standards of conduct, expectations and responsibilities of each member of the Board of Governors including with respect to confidentiality and conflict of interest. This Code will help guide the Board decision-making when fulfilling the obligations and duties under Wilfrid Laurier University Act (the “Act”) as well as to uphold the reputation and support the Values, Vision and Mission of the University, subject to the rights of internal members under their respective collective agreements.

2. Application of Code of Conduct

This Code applies to all members of the Board of Governors (the “Board”), Board Committees including Sub-Committees and members that are non-Governors, and working groups established by the Board. Governors are expected to behave in a way that aligns with this Code and to use the wording, the spirit and intent behind the Code to guide their conduct. Upon being appointed or elected to the Board, and annually thereafter, each Governor must complete and sign an Acknowledgement and Commitment form.

This Code does not supersede the obligations of each Governor under the Act, the University Board By-Laws or applicable laws and collective agreements. The Board may extend the application of this Code, in whole or in part, to any other individual or group undertaking work on its behalf.

3. General Expectations and Duties

Governors’ duties are set out in the Act through the powers mandated to the Board, the Board By-Laws, University Policies and established by common law. As a Governor, the expectations and duties include the following:

3.1 General Responsibilities

Advance and uphold the University's mission, vision, and values.
Adhere to the Code and uphold the highest ethical standards.

3.2 Fiduciary Duty

Act with honesty, good faith, and in the best interest of the University with a view towards advancing its long-term success.
Balance interests of Governors’ constituent group with those of the University and place the interests of the University as a whole ahead of individuals or constituent groups.
Exercise care, skill, and diligence reasonably expected from a person having their knowledge and experience.
Make informed financial decisions that align with the University's mission and strategic goals.
Act with complete integrity, respecting confidentiality, and avoiding conflicts of interest as per section 4 and 5 of this Code and any applicable policies.
Avoid being influenced by self-interest, outside pressure, expectation of reward or fear of criticism.
Avoid compromising situations or acting in a manner which might negatively impact the University's reputation.

3.3 Knowledge and Compliance

Understand and comply with key governing documents including the Act, Board By‐Laws, applicable policies, legislation, and University strategy.
Be knowledgeable and generally informed about the University, the broader post-secondary education sector, emerging trends, issues and challenges, and governance best practices.
Understand the mandates and responsibilities of the Committees as assigned.
Commit to continuous learning and professional development by attending Board education, training and strategy sessions and workshops.
Comply with Broader Public Sector expense guidelines and avoid committing the University to any expense without prior approval by the Assistant Vice-President (AVP): Governance & Policy.

3.4 Preparedness and Active Participation

Attend Board and/or Committee meetings regularly, serve on Committees of the Board as required, and contribute their perspectives from personal, professional and life experience to the work of the Board and its Committees. Members are expected to comply with attendance requirements as set out in Section 21.(1) of the WLU Act.
Read and review meeting materials in advance and come to meetings prepared to actively participate in discussions.
Request clarification or additional information, as appropriate, in order to add value in deliberations and exercise oversight.
Vote on all matters requiring a decision unless prevented by a conflict of interest or other cause for abstention.
Assist in the evaluation of the Board performance.

3.5 Inclusivity and Collaborative Leadership

Uphold high standards of professionalism in all interactions, avoiding disrespectful or disruptive behavior during the Board/Committee meetings and related activities.
Promote and support diversity, equity, inclusion and Indigenization within the University, recognizing the value of diverse perspectives and backgrounds in decision-making.
Foster an environment free of harassment and discrimination.
Understand that the Board’s role is one of oversight with a focus on strategic matters rather than management or administration.
Uphold and respect the decisions of the Board, regardless of personal positions.
Respect the role of the Board Chair or designate as spokesperson for the Board and the role of the President or designate as spokesperson for the University and refer requests for information from media or the public to the President, the Board Chair, or the AVP: Governance & Policy as appropriate.

3.6 Advocacy, Representation and Community Engagement

Be an enthusiastic supporter of the University at every opportunity.
Participate frequently in University, community and other events which benefit the University.
Act as advocates and ambassadors for the University in the broader community.
Represent the University positively in external engagements.
Participate in fundraising activities and contribute to the University.
Facilitate linkages amongst constituent groups.
Promote the University to individuals who will benefit from involvement in the Laurier community whether prospective students, Board members, faculty or staff.

4. Conflict of Interest

Governors must adhere to the Conflict of Interest Policy for the Board of Governors (14.2) and the associated procedures to declare actual, potential or perceived Conflict of Interest.

5. Confidentiality

Governors shall not disclose or discuss with another person or entity, or use for their own purpose, confidential information concerning the business and affairs of the University received in their capacity as Governors unless otherwise authorized by the Board or required by law to do so. Keeping information private and confidential is a matter of personal integrity, honouring the trust others place in the Board of Governors.

All matters that are the subject of in camera sessions of the Board and its committees are confidential until disclosure is authorized by the Board. All matters that are the subject of open sessions of the Board and its committees are considered not confidential.

Decisions reached during an in camera session which are to be announced after the meeting will be made public by official announcement or press release only at an appropriate time as determined by the Board Chair or their designate. Such publication does not free Governors of their obligation to hold in confidence the discussions which took place in the meeting, or the material involved.
After leaving the University, Governors shall respect the confidentiality of information received in the performance of their duties, as well as the confidentiality of the deliberations in which they participated.

6. Reporting Violations of the Code of Conduct

Governors have the responsibility to promptly report to the Board Chair, Vice-Chair or the AVP: Governance & Policy any potential violations of this Code that they become aware of, and to cooperate fully in any investigations that may arise.

7. Failure to Comply with the Code of Conduct

Failure to comply with the provisions of this Code may result in appropriate disciplinary action, as determined by the Board. Such actions may include, but are not limited to, censure, removal from committee assignments, or even removal from the Board, as per the Board By-Laws.
In the event a breach of the Code is alleged, a review will be undertaken by the Board Chair or Vice-Chair and the AVP: Governance & Policy, who will report to the Board as appropriate.

8. Regular Review and Update

The Board may periodically review and update the Code to ensure its continued relevance and effectiveness. Governors must commit to staying informed about any changes and to incorporating them into their behavior and decision-making.

Appendix: Acknowledgement and Commitment

I acknowledge that I must adhere to the highest level of conduct which includes the obligation to act with diligence, honesty, in good faith and in the best interests of the University.

I agree that I will respect and follow the Board Code of Conduct, By-Laws, policies and decisions of the University and Board of Governors.
I undertake to keep in strictest confidence all confidential or proprietary information communicated or disclosed to me as a member and agree that I will not make improper use, directly or indirectly, of any confidential and/or sensitive information that I receive.
I agree to avoid all conflicts of interest, to disclose any potential conflicts to the Secretariat Office on an annual basis and to immediately declare any personal conflict of interest that may come to my attention.

I confirm that I have read, understand and commit to abide by the above.

Date:

Name:

Signature: