Procedures for Disclosing and Assessing Conflict of Interest for the Board of Governors (14.2)

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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.

Approving Authority: University Secretariat

Original Approval Date: September 23, 2024

Date of Most Recent Review/Revision: N/A

Administrative Responsibility: University Secretariat

Parent Policy: 14.2 Conflict of Interest Policy for the Board of Governors

1.0 Upon Appointment or Election to the Board or its Committees

1.1 All members as defined in 14.2 Conflict of Interest Policy for the Board of Governors, shall execute the Acknowledgement and Commitment, attached as Appendix to the Board Code of Conduct, prior to taking their seat and annually thereafter.

1.2 If an actual, potential or perceived conflict of interest is identified, a member shall make immediate disclosure in writing to the Assistant Vice President (AVP), Governance and Policy.

1.3 Upon receipt of a disclosure, the AVP, Governance and Policy may consult the Chair of the Board of Governors, President and Vice-Chancellor and the Chair of the Audit, Risk and Compliance Committee, as needed.

1.4 The AVP, Governance and Policy shall determine what, if any, action should be taken by the member or the Board, including whether the conflict can be allowed and any terms or conditions for the management of the conflict of interest, in accordance with Policy 14.2 and Board By-Law No. 1.

1.5 In the event of a potential conflict of interest (real or perceived) regarding an issue involving a Board member, the Secretariat Office will ensure that the member does not have access to any information or materials related to the matter.

1.6 A member will advise the Secretariat Office in a timely manner of any material changes in their disclosures.

2.0. Active and Ongoing Disclosures

2.1 At the start of every Board and Board Committee meeting, the Chair will ask members to declare if there are any agenda items that are or may be perceived to constitute a conflict of interest. The minutes will reflect that this has been asked and whether there are any declarations made. It is incumbent upon members to declare, at any time, if a conflict of interest exists, be it actual, potential, or perceived, prior to discussion of and decision on an issue.

2.2 Depending on the nature of the declared conflict as per the sections 4.04 and 4.05 of the Conflict of Interest Policy for the Board of Governors, if required, the member shall refrain from:

• Participating in any discussions;
• Making any attempt to influence the discussions or the vote on the subject matter;
• Voting; and
• At the discretion of the Board or the Committee, may be requested to withdraw from the meeting for that item.

2.3 If the Chair discloses the conflict, the Vice-Chair or designate will oversee the proceedings relating to that agenda item.

2.4 If a member is unsure whether they are in conflict, the member is encouraged to consult with the Secretariat Office in advance of any meeting at which the matter will be discussed. If there is uncertainty regarding whether a conflict exists, the member must disclose the concern at the meeting, and the Board or Committee shall decide by a majority vote or general consent whether or not a conflict exists.

2.5 Where a conflict of interest is discovered after consideration of a matter, the conflict must be brought to the attention of the Board/Committee Chair, through the AVP, Governance & Policy, and appropriately recorded at the next meeting of the Board or Committee where the matter was considered. If the Board or Committee determines that the member’s involvement has, or could be perceived to have, influenced the decision, the Board or Committee must re-examine the matter and may rescind, vary or confirm its decision. The Board or Committee may seek the advice of the University Counsel and Chief Legal Officer on the appropriate course of action in such cases.

3.0 Annual Review of Conflict of Interest

3.1 Annually, every member shall review their circumstances, private interests, and those of their related parties, as well as any disclosures on file, to account for any changes since the last disclosure.

3.2 Where changes are required, member shall make immediate disclosure to the AVP, Governance & Policy who will then proceed as per sections 1.3-1.4.

4.0 Undeclared/Undisclosed Conflicts of Interest

4.1 It is the responsibility of other members who are aware of a real, potential or perceived conflict of interest on the part of a fellow member to raise the issue for clarification, first with the member in question and, if still unresolved, with the AVP, Governance & Policy.

4.2 If the conflict of interest in question is confirmed and is not disclosed by the conflicted member, the AVP, Governance and Policy shall determine the next steps as per section 1.4.

5.0 Examples of Conflicts of Interest

5.1 The following examples cannot anticipate every situation in which members may be called upon to exercise judgement about whether there may be a conflict of interest. As such, this list is not exhaustive and shall not be taken as in any way limiting the definition of conflict of interest or the scope and application of the policy. Nevertheless, the following examples are illustrative of situations that should be disclosed by a member in accordance with the procedures described above:

1. Entering into business or other contract/transaction on behalf of the University with a company or firm in which the member, or related party, has a financial interest;
2. Influencing the purchase of equipment, materials or services for the University from a company or firm in which the member, or related party, has a financial interest;
3. Accepting gifts, benefits or favours from individuals or firms with which the University does business, except as token courtesies;
4. Directing students or staff of the University to carry out work for a company or firm in which the member has a financial interest;
5. Using the University’s resources or facilities for the member’s personal benefit or the benefit of a related party;
6. Using the position as Board or Board Committee member to obtain employment with the University;
7. Participating in the appointment, hiring, promotion or evaluation of a related party;
8. Using the position of Board or Board Committee member to serve the interests of an elected or appointed office held by the member;
9. Serving on the board of another organization that has a contractual relationship with the University;
10. Being a partner in a business tendering for a contract with the University;
11. Gaining or being personally affected by a decision of the Board or the relevant Board Committee;
12. Using confidential or non-public information obtained as a Board or Board Committee member to further the member’s private interest; or
13. Representing the interests of a specific group in a manner that conflicts with or calls into question the member’s ability to fulfill their duties to the Board or University.