Board Policy Manual

College Mandate – Policy 1.0

RRC Polytech provides education in support of Manitoba’s economic development and social well-being. Specifically, the mandate of the College is to:

• Produce graduates with the necessary skills to be successful in the workplace and further their career opportunities; equipped with a global perspective, the ability to function in a diverse environment, and a capacity for continuous learning.
• Offer a supportive environment for students to engage the pursuit of their academic goals.
• Partner with employers, government, educators and communities to deliver applied learning, research and innovation that serve and respond to Manitoba’s labour market needs.

Executive Limitations – Policy 2.0

1.0 Global Executive Limitation

The President will not cause or allow any practice, activity, decision or organizational circumstance that is either imprudent, illegal, in violation of commonly accepted business and professional ethics, not in keeping with the College’s statement of values, or in contravention of Board policies or Board directives.

2.0 College Admission

The President will ensure:

1. RRC Polytech’s admission requirements for programs and services operate on a first qualified/first admitted basis for applicants that have met the entrance criteria unless covered by an agreement in writing.
2. The President will ensure that the College’s admission preference for provincially funded programs be given to applicants in the following order unless covered by an agreement in writing:
   1. Manitoba residents who are Canadian Citizens or Permanent Residents
   2. All others

3.0 Honorary Credentials

The President will ensure honorary credentials from RRC Polytech are only awarded following Board approval of the recipients.

4.0 International Education

The President will ensure that RRC Polytech’s international educational activities operate with appropriate business plans that demonstrate a revenue generation capability and that tuition and fees are offered at a rate not less than full cost recovery.

5.0 Presidential Activities

1. The President will not conduct courses or undertake consulting work for personal remuneration without Board approval.
2. The President will submit all travel and expense claims for reimbursement by RRC Polytech in accordance with the Board Presidential Expenses Policy.

6.0 Regional Programming

The President will ensure that RRC Polytech provides access to academic programming throughout the Province for Manitoba learners in regional, rural and remote communities.

7.0 Student Appeals and Complaints

The President will ensure that RRC Polytech has appropriate and fair processes in place for academic appeals, disciplinary appeals, and handling of student complaints.

Financial Management – Policy 2.1

1.0 Financial Planning

Financial planning at RRC Polytech will ensure the fiscal sustainability for future years and the building of organizational capability sufficient to achieve the College Mandate.

Accordingly, the President will:

1. link the annual budget to the strategic plan;
2. include credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions;
3. estimate revenues conservatively and expenses realistically; and
4. annually review the provision for repair and replacement of capital assets based on long-term planning.

2.0 Financial Condition

The President will ensure that financial safeguards and oversight are in place to protect the assets of the College and meet the annual and long-term goals of the College as set in the strategic plan and budget.

Accordingly, the President will:

1. operate the College in such a way as to produce a balanced or surplus financial position for the year-end on statements prepared in accordance with Canadian public sector accounting standards unless a deficit has been approved by the Board;
2. ensure statutory payments to government, employee benefits premiums to insurers, and tax and financial reports to federal, municipal or provincial governments are accurately filed in a timely manner;
3. use money or property in trust for special purposes only for the purposes for which it was bequeathed or given;
4. settle payroll and debts in a timely manner;
5. withdraw funds from the College’s reserves only with Board approval.

3.0 Budget Approval

The President will ensure that RRC Polytech’s operating and capital budgets are annually submitted to the Board for approval prior to submission to the Manitoba Government.

College Agreements – Policy 2.2

1.0 Signing of Agreements

1. The President will ensure that there is a process to designate authorized signing officers who, in addition to Officers of the Board, may execute agreements on behalf of RRC Polytech.
2. Annually for information, the President will provide the Board with the current list of authorized College signing officers.

2.0 Approval of Agreements

The President must obtain the approval of the Board prior to the College entering into the following types of Agreements and related documents:

1. documents relating to the purchase, sale, mortgaging or re-zoning of land;
2. licenses to use, leases and commitments of real property or facilities owned by the College for a term exceeding 20 years, other than easements or mineral rights;
3. agreements for the construction or renovation of a building, the design of a building, or the retention of a project manager for a building project or any project manager in cases where the total contract cost is in excess of $500,000. Agreements under this clause may be executed without prior Board approval if:
   1. the project budget and project plan has previously been approved by the Board; and
   2. the Agreement has been tendered and is within the approved project plan and project budget.
4. agreements for the rental, hiring or purchase of goods or services in cases where the total value of rentals, hire payments or purchase price, including amendments and potential extensions, exceeds $500,000. Agreements under this clause may be executed without prior approval of the Board if they are:
   1. considered part of ongoing operations such as utilities, insurance, software maintenance and other renewals as per the parameters of existing contracts deemed prudent by College management.
   2. to address an unforeseeable situation of urgent timelines or emergency events (e.g. building or systems failure, damage or disruption that could result in significant costs if not addressed in a timely manner, endangerment to health and safety of the College community).
5. agreements for untendered contracts that are not in compliance with College Purchasing Policy – M1.
6. bonds, debentures or other securities issued by the College for or in connection with the borrowing of money;
7. loans given by the College to a third party; and
8. guarantees by the College of loans and obligations.

3.0 Subsequent Reporting of Agreements to the Board

The President will provide subsequent reports to the Board regarding agreements executed without prior approval of the Board as outlined in 2.0 d).

The Board may request that the President provide reports to the Board subsequent to the signing of certain other types of Agreements.

4.0 Additional Approval Requirements

Nothing in this Policy shall prevent the Board from imposing or requiring additional reporting by the President and approval action as the Board deems appropriate.

Risk Management – Policy 2.3

The President will ensure that RRC Polytech maintains a continuous and proactive process to identify, communicate and manage potential risks that may affect the College’s operations and ability to achieve its mandate and strategic priorities.

The President will report annually to the Board of Governors on the College’s risk assessment and management, or more frequently as determined by the Board.

1.0 Asset Management

The President will ensure that RRC Polytech’s assets are protected and adequately maintained subject to the financial constraints within yearly budget approvals.
Accordingly, the President will:

1. insure against theft, fire and casualty losses to a prudent replacement value with an appropriate deductible;
2. ensure the College, its Board members and staff are not unnecessarily exposed to claims of liability;
3. ensure sufficient controls that meet the Board-appointed auditor’s standards are in place to receive, process and disburse funds;
4. ensure that plant and equipment is not subjected to improper wear and tear and insufficient maintenance;
5. ensure that purchases are made with due consideration to conflict of interest, quality, after-purchase service, value for dollar, impact on partnership, and opportunity for fair competition;
6. protect intellectual property and information from loss and significant damage;
7. dispose of or transfer fixed assets to achieve a maximum return and taking normally prudent actions to avoid the possibility of a conflict of interest;
8. only acquire, encumber or dispose of real property following Board approval; and
9. adhere to the College’s Investment Policy to invest trust and endowment funds.

2.0 Communication and Counsel to the Board

The President will:

1. advise the Board of Governors if, in the President’s opinion, the Board is lacking a policy, or is not in compliance with its own policies on Governance Process and Board-President Relationship;
2. report to the Board in a timely manner on actual and anticipated non-compliance with any policy of the Board;
3. make the Board aware of:
   • new developments at RRC Polytech that the President deems significant;
   • relevant trends anticipated to impact the College;
   • anticipated adverse media coverage about the College;
   • personnel changes within the senior leadership team of the College;
   • significant issues including but not limited to labour relations, legal matters and critical incidents involving students, staff and RRC Polytech campuses;
   • any internal reviews of the College resulting in recommendations for changes in Board policy or recommendations for changes to legislation; or legislative changes made by government that may result in a policy change for the College.
4. ensure the Board has reasonable administrative and financial support of its activities.

3.0 Communications and Public Image

The President will:

1. protect the right of students and staff to bring information to the Board about a board policy violation or a board policy that does not adequately protect their rights;
2. make information regarding Board decisions available and accessible to the public unless the information is considered confidential by the Board;
3. establish an effective corporate communications and public relations strategy for the College; and
4. ensure the College’s public image and credibility is not jeopardized in ways that would hinder accomplishment of the College Mandate.

4.0 Organizational Capacity and Quality Assurance

The President will:

1. ensure there is sufficient organizational capacity for the competent operation of RRC Polytech to continue in the event of sudden loss of presidential services;
2. ensure that the College operates with a continuous improvement approach that includes identifying key performance indicators and monitoring outcomes; and
3. ensure that academic and training programs at the College are managed with systems for ongoing assurance of quality, effectiveness and responsiveness to the needs of business and industry, communities and relevant stakeholders.

5.0 Sexual Violence Awareness and Prevention

The President will ensure sexual violence policies and procedures applicable to all individuals associated with RRC Polytech are implemented that raise awareness, address prevention, and provide for a system of reporting to the public. These policies and procedures must meet Manitoba legislative requirements for sexual violence policies in post-secondary institutions.

Strategic Planning – Policy 2.4

The President will ensure that RRC Polytech operates with a multiyear strategic plan approved by the Board of Governors that charts the future and guides decision-making at the College.

The strategic plan will:

1. state a vision and mission that demonstrates the College’s commitment to achieving its Mandate;
2. have a statement of the values reflective of the College community that advances the vision and mission;
3. set out the College’s strategic priorities and goals that are linked to initiatives with timelines to advance achievement of the goals;
4. be developed in consultation with the Board and key internal and external stakeholders; and
5. be supported by a process for measuring progress in achieving the College’s strategic goals.

Reporting to the Board

1. Strategic plan performance measures to be reported annually to the Board of Governors will be developed and recommended to the Board for approval.
2. The strategic plan will be reviewed annually and changes/updates will be recommended to the Board for approval.

Treatment of Staff – Policy 2.5

The President will ensure that RRC Polytech operates with:

1. comprehensive human resource services;
2. human resource policies that clarify expectations and working conditions, provide for effective handling of grievances, and protect against wrongful conditions;
3. policies and procedures to foster a respectful workplace and learning environment that respects human rights and prevent workers from exposure to unsafe working conditions;
4. policies and procedures that prepare staff to deal with emergency situations in the workplace;
5. strategies for succession planning within the organization, professional growth of staff, and a comprehensive program to support ongoing performance conversations with staff;
6. strategies to foster a workplace culture that supports staff and faculty engagement;
7. policies and procedures that support the hiring of qualified and competent employees who represent the diversity in the community, that this diversity is valued, and that people within the College community treat each other with respect;
8. policies and procedures that are in compliance with negotiated agreements with employee bargaining units;
9. procedures for acquainting staff with College policies and policy changes.

Naming Opportunities – Facilities and Programs – Policy 2.6

RRC Polytech facilities, spaces, operating units and programs may be named or renamed:

1. in recognition of donors, or third-parties at the request of donors, cash and gifts-in-kind to the College (Philanthropic Naming), or
2. to honour persons or organizations that have made an exceptional contribution to the life and mission of the College (Honorary Naming).

Accordingly,

1. The President will ensure that there are processes in place for assessing each naming opportunity on the basis of contribution to the College and impact on the College’s public image.
2. All Philanthropic Naming agreements will extend for a specific limited term and include terms under which the naming may be revoked by the College.
3. The Board of Governors may discontinue the designated Honorary Naming of a facility or program at any time or transfer the Honorary Naming to another facility or program.
4. The President will submit to the Board of Governors for approval:
   1. all Philanthropic Naming proposals for major signature gifts ($1,000,000 level and above),
   2. any Philanthropic Naming proposal that may imply endorsement by the College of a partisan, religious or ideological position,
   3. any Philanthropic Naming proposal for a term that exceeds 25 years,
   4. all proposed terminations by the College of a Philanthropic Naming agreement.
5. The President will submit to the Board of Governors for approval:
   1. all Honorary Naming proposals for major facilities and programs,
   2. all proposed withdrawals of an Honorary Naming of a major facility or program.

Board Governance – Policy 3.0

1.0 Global Governance Commitment

1.1

The Board’s purpose is to ensure that RRC Polytech achieves appropriate results for the people of Manitoba at an appropriate cost and avoids unacceptable actions and conditions.

1.2

On behalf of the Government of Manitoba, the Board will govern RRC Polytech with a commitment to learning, respect, inclusiveness, integrity, sustainability, and service to the community.

2.0 Governing Style

2.1

The Board will govern RRC Polytech through the policies its makes and with an emphasis on:

1. providing strategic leadership
2. obtaining stakeholder input
3. encouraging diversity of viewpoints
4. making collective decisions
5. maintaining a clear distinction between board and presidential roles

2.2

More specifically, the Board will:

1. maintain an awareness of its trusteeship obligations to the public
2. cultivate a sense of group responsibility
3. use individual expertise to enhance the group as a whole
4. direct, control and inspire the College through broad written policies reflecting the Board’s values and perspectives
5. focus on intended long-term impacts
6. enforce upon itself whatever discipline is necessary to fulfill its governance commitment
7. monitor and regularly discuss Board processes and performance

3.0 Board Job Description

3.1

The Board’s job is to represent the residents of Manitoba in determining and ensuring appropriate organizational performance of RRC Polytech. The Board’s authority is granted by the Provincial Government through The RRC Polytech Act CCSM.

3.2

To distinguish the Board’s job from that of the College staff, the Board will focus on the following outputs:

1. Linkage between the College and the residents of Manitoba
2. Written governing policies that address: Mandate, Executive Limitations, Governance Process, Board-President Relationship
3. Self-evaluation of Board performance
4. Influence at all political levels and within business, industry and the community
5. Support of College development/fundraising

4.0 Board Relationships

4.1

The owners of RRC Polytech are defined as the people of Manitoba (through the Manitoba Government). The Board is responsible to the Minister responsible for administration of The RRC Polytech Act for ensuring the business and affairs of the College are conducted in accordance with the laws of Manitoba.

4.2

Board members will make governance decisions as representatives of the owners as a whole rather than based on personal or constituent interests.

4.3

The Board will seek to strengthen RRC Polytech’s relationships with stakeholders.

4.4

The Board will provide representation at the College’s convocation ceremonies.

4.5

The Board will actively support College development and fundraising.

5.0 Role of the Chair

5.1

The Chair is responsible for the integrity of the Board’s processes, and represents the Board to outside parties. The Chair is the official spokesperson of the Board unless otherwise delegated, beyond reporting of board decisions.

5.2

The Chair will ensure that the Board operates consistently with its own policies and within applicable legislation.

5.3

The Chair’s authority to make decisions is limited to areas that fall under Governance Process and Board-President Relationship policies, except where the Board has specifically delegated portions of this authority to others. The Chair will use any reasonable interpretation of the provisions in these policies.

5.3.1

The Chair has no authority to make decisions within the scope of Mandate and Executive Limitations policies. Therefore, the Chair has no authority to supervise or direct the President.

5.4

The Chair will preside at all Regular and Special Board meetings.

5.5

The Chair is responsible for approving all expense claims of Board Members and the President. The Vice-Chair is responsible for approving the Chair’s expense claims. When an Acting Chair is in place, the next most senior Board Member (as described in 5.8 and 5.9 below) will sign the Acting Chair’s expense claims. No board member will approve their own expense claims.

5.6

The Chair is responsible for conducting the Board Secretary’s performance review in consultation with the Board and the President.

5.7

In the absence or unavailability of the Chair, the Vice-Chair will carry out all responsibilities of the Chair. The Chair will ensure that the Vice-Chair is informed of the Board’s processes and current and pending Board issues.

5.8

In the absence or unavailability of both the Chair and the Vice-Chair, the longest serving member of the Executive Committee will carry out all responsibilities of the Chair. If that person is unavailable, the remaining member of the Executive Committee will carry out the responsibilities.

5.9

In the absence or unavailability of all Executive Committee members, the longest serving member of the Board who is not the Employee Member or Student Member will carry out all responsibilities of the Chair.

Board Operations – Policy 3.1

1.0 Conducting Business

1.1

The Board will conduct business in accordance with its Procedural By-law and relevant legislation.

1.2

The Board will provide direction on non-policy matters through Board motions, resolutions and minutes.

1.3

The Board will not make charitable donations or indirect contributions to organizations through the use of College resources.

2.0 Confidential Matters

2.1

Matters deemed to be confidential by the Board will be dealt with in a closed portion of a meeting. RRC Polytech officers, employees and guests may attend closed portions of meetings as determined by the Chair.

2.2

Meeting minutes of the closed portion of a meeting will report on resolutions passed, with the exception of those related to confidential matters, and may include a statement regarding other agenda items dealt with.

2.3

Resolutions passed involving confidential matters will be acknowledged in the minutes of a closed session but may not be fully disclosed due to privacy and legal considerations.

3.0 Rules of Order

3.1

The Board will adopt rules of order for use at its meetings. When further interpretation of the rules is required, Robert’s Rules of Order NR will be used.

3.2

Upon request during a meeting, the Board Secretary will provide clarification regarding the rules of order.

4.0 Agendas

4.1

Board meeting agendas will be developed by the Board Secretary in consultation with the Chair and the President, and reviewed by the Executive Committee.

4.2

Board meeting material will be prepared by the Board Secretary. Under normal circumstances the meeting material will be delivered to members of the Board approximately four days prior to the meeting.

4.3

Regular Board Meeting agendas without supporting material will be available to the public.

5.0 Meetings

5.1

Under normal circumstances, Regular Board meetings will be held in the evening once a month from September through June.

5.2

Under normal circumstances, Regular Board meetings will be held in the 7th floor boardroom in the C Tower of the Notre Dame Campus.

5.3

Upon Board approval, new items will be added to a meeting agenda as requested by Board members, the President and the Board Secretary.

5.4

College employees who regularly attend Board meetings in a resource/advisory capacity will annually complete and sign a Conflict of Interest Disclosure Statement that is reviewed by the Chair and retained by the Board Secretary.

6.0 Annual Work Plan

6.1

An annual work plan will be developed that facilitates Board fulfillment of fiduciary duties and performance that is consistent with Board process policies.

6.2

The Board’s annual term will run from July 1 to June 30.

6.3

At the first meeting of each term the Board will be provided with a work plan of anticipated major agenda items for each meeting during the year. This document will be developed by the Board Secretary in consultation with the Chair and the President, and reviewed by the Executive Committee.

6.4

The annual work plan will include, but is not limited to:

1. a Board Planning Session
2. review/approval of President’s Annual Performance Evaluation
3. review/approval of President’s Compensation
4. review of progress towards achieving the Strategic Plan
5. review of RRC Polytech Risk Register
6. approval of RRC Polytech tuition and fees
7. approval of RRC Polytech annual operating and capital budgets
8. approval of annual honorary award recipients
9. meeting with the College’s external auditors
   • approval of annual audited financial statements
   • approval of annual compensation disclosure report
10. education about governance processes
11. education about RRC Polytech initiatives, programs and services
12. the annual Board Self-Assessment Survey

6.5

Regular Board activities that may or may not occur annually include:

1. review of Board policies
2. review of Board by-laws
3. approval of RRC Polytech Strategic Plan
4. community reception and Board meeting at an RRC Polytech Regional Campus

7.0 Board Member Orientation / Education

7.1

The Board Secretary will maintain a Board of Governors Handbook that will include comprehensive information related to the operation of the Board of Governors and the College. The handbook will be provided to all members of the Board.

7.2

The Board Secretary will maintain an online confidential Board of Governors Team Site that will contain historical and current information and resources for Board member orientation and education purposes.

7.3

The President’s Employment Agreement will be made available to all Board Members and will be brought to the attention of newly appointed Board members.

7.4

All newly appointed Board members will have an opportunity to attend an orientation meeting to acquaint them with the role of the Board and its governance process, the Board’s expectations of its members, and current Board priorities and activities.

7.5

Board members will be provided with opportunities to tour the College’s facilities to familiarize themselves with the College and its operations.

7.6

Board members will be provided with opportunities that may be available for training and education to enhance their governance capabilities.

7.7

Newly appointed Chairs and Vice-Chairs will be provided with an orientation by College officials with respect to approvals delegated to their positions and ensuring policy compliance by the President.

8.0 Employee Board Member Election

8.1

Management of the Employee Board Member Election will be delegated to the Board Secretary.

8.2

The term of office for the elected Employee Board Member will be July 1 – June 30 for a term length outlined in The RRC Polytech Act.

8.3

The number of terms the Employee Board Member may serve will be consistent with The RRC Polytech Act.

8.4

Permanent and term RRC Polytech employees as of the nomination closing date are eligible for nomination and to sign nomination forms.

8.5

Permanent and term RRC Polytech employees during the voting period are eligible to vote.

8.6

In the event that a single nomination is received, the Board Secretary will declare the nominee elected by acclamation and no voting will be held.

8.7

Candidates’ minor campaign materials costs may be expensed to the Board Administration budget with prior approval and at the discretion of the Board Secretary.

8.8

A voting system managed by RRC Polytech that does not personally identify who has submitted a ballot will be used for the Election.

9.0 Board Membership Profile

9.1

A confidential Board membership profile will be maintained and updated annually that includes Board member demographic data and competencies. The profile will be used by the Board to identify skills, expertise and other criteria to be considered when seeking new board appointees.

9.2

In addition to the recommended criteria for new board appointees submitted to the Minister, demographic data for the current Board membership will be provided for the government’s use in identifying candidates that “reflect the diversity of educational and community interests of RRC Polytech’s student population and the places from which they come” as outlined in The RRC Polytech Act, Sec 5(2)(a).

Code of Conduct and Conflict of Interest – Policy 3.2

1.0 Code of Conduct

This code of conduct is intended to set basic rules of conduct for Board Members in order to maintain the Board’s integrity and the confidence of the community.

1.1

Board Members will be ethical and responsible, and treat one another, students and staff with respect.

1.2

Board Members will not communicate any matter designated as confidential to anyone who is not entitled to this information, and use reasonable care to abide by the confidentiality of any information in perpetuity.

1.3

Board Members will not attempt to exercise individual authority over any Board or College matter, except as explicitly set forth in Board policies.

1.3.1

Board Members’ interaction with the President or with staff will recognize that any individual Member or group of Members does not have any authority other than that explicitly stated in Board policies.

1.3.2

Board Members’ interaction with the public, the media or other entities will recognize the same limitation and the similar inability of any Member(s) to speak for the Board.

1.3.3

Board Members will make no evaluations of the President or staff outside of the official process.

1.3.4

Board Members will refer employees to the appropriate reporting lines within the administration to bring their concerns to the Board.

1.4

Board Members will be familiar with Board policies and with their fiduciary responsibilities as outlined in legislation.

1.5

Board Members will be prepared for each meeting and for the discussion of any item.

1.6

Board Members are encouraged to take part in educational activities that will assist them in carrying out their responsibilities.

1.7

Board Members will attend board and committee meetings on a regular and punctual basis. Absence of a Member from more than two consecutive Regular Board meetings without authorization by Board resolution will be cause for requesting the Minister to revoke the Member’s appointment.

1.8

A Board Member who is formally alleged to have violated the Code of Conduct will be informed in writing of all the details surrounding the alleged breach, and will be allowed to present their view of the alleged breach at a closed session at the next Board meeting. Members who are found to have violated the Code of Conduct may be subject to censure by the Board. The Board may also petition the Minister to revoke the appointment of the Member.

2.0 Conflict of Interest

This conflict of interest policy is intended to protect the Board’s integrity and the confidence of the community in situations when a Board Member’s personal interest, whether real or perceived, could supersede their dedication to the best interest of the College.

2.1

Annually each Board Member will complete and sign a Conflict of Interest Disclosure Statement that is reviewed by the Chair and retained by the Board Secretary.

2.2

Refusal to complete a Conflict of Interest Disclosure Statement by a Board Member will be cause for requesting the Minister to revoke the Member’s appointment.

2.3

Any Board Member having a potential conflict of interest will declare the details of that potential conflict to the Chair, or to the Vice-Chair in the case of the Chair declaring, before discussion of the question and in the case of a conflict, absent themself from the portion of the meeting during which discussion or voting affected by that conflict takes place.

2.4

If a Board Member is unsure if they have a potential conflict, a ruling should be sought from the Chair.

2.5

The Employee Board Member will excuse themself during discussions related to labour negotiations and labour relations matters for the bargaining unit in which they belong.

2.6

The Student Board Member will excuse themself during discussions related to RRC Polytech Students’ Association matters deemed by the Chair to be a potential conflict of interest for the Member.

2.7

A Board Member who applies for employment with the College is to resign from the Board (not applicable to the Employee Board Member).

2.8

No Board Member, except the Employee Board Member for whom the College Conflict of Interest Policy applies, will enter into a business arrangement with the College in which they are interested directly or indirectly except:

• on a written and competitive sealed quotation basis; and
• having declared any interest in, and the applicable Member having refrained from voting on.

2.9

A Board Member will not use their position to secure special privileges, favours or exemptions for themself or any other person.

2.10

A Board Member who abstains from participation due to conflict of interest is still included in determining quorum.

2.11

The meeting minutes will record all declarations of conflict of interest.

Committee Principles – Policy 3.3

The RRC Polytech Act regulates the following Board committees and their terms of reference. Where the Act is silent on the terms of the committees, this policy will apply.

1. Executive Committee
2. Finance and Audit Committee
3. Planning Committee

Other board committees may be formed by board action to assist the Board in performing its job. Board committees are to be created sparingly, and only after other methods of providing the necessary assistance to the Board have been determined to be inadequate. Such committees will be structured to minimally interfere with the wholeness of the Board’s job.

1. Board committees will assist the Board in its job by preparing policy alternatives and implications for Board deliberation.
2. Board committees will not interfere with delegation from the Board to the President.
3. Board committees will not help or advise the College staff, with the exception of the Investment Committee.
4. Board committees may not act or speak for the Board except when formally given such authority for specific and time-limited purposes.
5. Board committees must be comprised of at least three Board members except for the Investment Committee.
6. College employees who regularly attend Board committee meetings in a resource/ advisory capacity will annually complete and sign a Conflict of Interest Disclosure Statement that is reviewed by the Board Chair, or Committee Chair as applicable, and retained by the Board Secretary.
7. Board committees may include external individuals who can be either voting members or non-voting members who regularly attend meetings in a resource/advisory capacity.
8. External committee members or regular participants will annually complete and sign a Conflict of Interest Disclosure Statement that is reviewed by the Committee Chair and retained by the Board Secretary.
9. Board committees will submit their reports to the Board in a timely manner either verbally or in written form.
10. For the purposes of this policy, a Standing Committee is a committee that will have an ongoing purpose and operate indefinitely until determined otherwise by the Board; an Ad Hoc Committee will have a specific purpose and cease to exist once its task is completed. All board committees will be ad hoc committees unless otherwise stated.
11. Board committees may form subcommittees to undertake special tasks. Such subcommittees will report directly to the committees under which they were formed.

Delegation to the Executive Committee – Policy 3.4

The Executive Committee will act in an executive capacity in specific matters delegated to it by the Board, and perform the following duties on behalf of the Board:

1. review Regular Board Meeting agendas;
2. develop agendas for annual Board planning meetings;
3. consider all correspondence addressed to the Board that is of a sensitive or confidential nature to determine further action;
4. determine the suitability of requests to address the Board;
5. consider Board succession planning;
6. approve the annual Board self-assessment questionnaire and review the results for report to the Board;
7. annually assess the President’s performance for report and recommendation to the Board;
8. review matters pertaining to the President’s employment agreement;
9. negotiate with the President the terms and conditions of their employment contract for report and recommendation to the Board;

Global Board–President Relationship – Policy 4.0

1. The Board’s sole official connection to the operational organization, its achievements and conduct will be through the President. Exceptions to this are:
   1. when the Board seeks input related to the evaluation of the President;
   2. if the Board conducts a special review/inquiry.
2. Only the Board acting as a body can employ, terminate, discipline or change the conditions of employment of the President.
3. In the event of a sudden loss of presidential services, the Board will appoint an Acting Chief Executive Officer at its next Regular Board Meeting, or earlier as determined by the Chair.

Role of the President – Policy 4.1

1. As Chief Executive Officer of the College, the President’s job is to lead the College in achieving the results defined in the Board Mandate policies, while not exceeding the constraints in the Executive Limitations policies.
2. The President is the official spokesperson of the College and may designate others to speak on behalf of the College.

Accountability of the President – Policy 4.2

1. The President is accountable to the Board acting as a body.
2. Direction to the President on non-policy matters can only be through official Board motions, resolutions and minutes. Therefore,
   1. decisions and instructions of individual Board members and Board committees are not binding on the President unless the Board has specifically approved such exercise of authority;
   2. the President can decline requests for information or assistance from individual Board members and Board committees that have not been authorized by the Board when, in the President’s opinion, such requests require a material amount of staff time or funds, or are disruptive to the organization.
3. The Board considers all authority and accountability of College staff the authority and accountability of the President. Accordingly,
   1. the Board will not give instructions to persons who report directly or indirectly to the President, with the exception of the Executive Administrator to the Board;
   2. the Board will refrain from evaluating, formally or informally, any staff member other than the President and the Executive Administrator to the Board.

Delegation to the President – Policy 4.3

1. The Board will instruct the President through written policies which prescribe the organizational results to be achieved (Mandate), and describe organizational situations and actions to be avoided (Executive Limitations).
2. As long as the President uses any reasonable interpretation of the Board’s Mandate and Executive Limitations policies, the President is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities.
3. The Board may change its Mandate and Executive Limitations policies, thereby shifting the boundary between Board and President domains. By doing so, the Board changes the latitude of choice given to the President. As long as any particular policy is in place, the Board will respect and support the President’s choices. This does not prevent the Board from obtaining information from the President about the delegated areas, except for individual personal data.

Monitoring Policy Compliance – Policy 4.4

1. Evaluation of Presidential performance will include assessing achievement of the College Mandate and compliance with Executive Limitations policies.
2. For the purpose of assessing compliance and monitoring of Executive Limitations policies, “policy” will mean an entire policy or a specific limitation(s) within a policy as identified by the Board.
3. Compliance with Executive Limitations policies will be considered by the Board to be achieved unless information is received that causes the Board to question a policy’s compliance.
4. In the event that an Executive Limitation policy’s compliance is questioned, the Board will direct that monitoring of the policy be undertaken in one or more of three ways:
   
   4.1 Internal Report to the Board from the President that includes:

    

   1. the policy being monitored
   2. the President’s interpretation of the policy being monitored
   3. information demonstrating compliance by the President/College with the policy criteria, and/or
   4. an explanation of factors that caused the President/College not to be in compliance with some or all of the policy’s criteria.

   4.2 External Report on the President/College’s compliance with a policy by an independent auditor or assessor selected by and reporting to the Board.

   4.3 Direct Inspection of documents, activities or circumstances by the Board, a Board committee or Board member to discover information for assessing policy compliance. Such inspection can only be undertaken with Board approval and as instructed by the Board.

5. Notwithstanding Section 4, any policy can be monitored by any method at any time at the discretion of the Board.
6. The standard for compliance shall be any reasonable interpretation by the President of the Board policy being monitored. The Board is the final arbiter of reasonableness, but will judge with a “reasonable person” test rather than interpretations favoured by Board members or the Board as a whole.

Performance Evaluation of the President – Policy 4.5

The Board Executive Committee is responsible for the performance evaluation of the President. The purpose of the evaluation is to enable the Board to collect and interpret information to assess the performance of the President’s leadership of RRC Polytech and to make decisions regarding the President’s compensation and continued employment.

The evaluation process also enables the President to align their job efforts with Board expectations for leadership and organizational performance.

1. Evaluation of the President’s performance will occur annually for the period set out in the President’s Employment Agreement or as otherwise determined by the Executive Committee. The evaluation will commence and be completed within three months following the review period. The Board may, by resolution, conduct more frequent evaluations. The annual evaluation will be designed to: identify and support development needs of the President to enable them to strengthen performance; allow the President and Board to set and update mutually agreeable objectives; and inform Board decisions regarding adjustments to the President’s compensation.
2. A presidential review will be conducted in the fourth year of the President’s term of employment. This review will be completed prior to the commencement of the fifth year of the term of employment and the results will inform the Board’s decision to negotiate a further employment agreement with the President. The review will be designed to: examine the effectiveness of the relationship between the President and the Board in the discharge of their respective and collective governance responsibilities; obtain feedback from key constituents on the progress of the President and the Board in achieving institutional priorities; and reaffirm the partnership between the President and the Board.
3. The annual evaluations are not intended as a substitute for regular, ongoing communication between the President and the Board regarding progress towards performance objectives.
4. All material and discussions at meetings related to the performance of the President are confidential.

Presidential Expenses – Policy 4.6

The following sets out the Presidential Expense Policy and associated Procedures:

1.0 Preamble

RRC Polytech has a responsibility to ensure that funds entrusted to it are managed responsibly and subject to appropriate control procedures and in line with the annual Board-approved budget.

The President will be reimbursed by the College for all reasonable travel, hospitality, communications and other business expenses actually and properly incurred in the performance of their duties.

This Policy reflects the College’s commitment to responsible oversight and prudent stewardship of public funds including as it relates to Presidential Expenses.

2.0 Purpose

The President and Chief Executive Officer has a unique role within RRC Polytech that includes an enhanced responsibility to develop and sustain positive and productive relationships with a variety of leaders, partners, organizations and sectors.

This Policy outlines the principles adopted by RRC Polytech for approving, reimbursing and reporting on expenditures incurred by the President.

3.0 Definitions

1. “Policy G2” means the RRC Polytech Meals, Travel and Entertainment Policy G2, as may be amended from time to time.
2. “Presidential Expenses” means any travel, hospitality and communications or other business expenditures incurred on College business by, or reimbursed to, the College President. Presidential Expenses do not include Internal Business Expenses related to meetings or functions organized or initiated outside of the President’s Office (for example, attendance at Board of Governors meetings or events, departmental or college-wide events, among others) or Corporate Costs, but do include all External Business Expenses.
3. “Internal Business Expenses” means business expenses that relate primarily to members of the College community including students, staff, faculty and members of governing or advisory boards (for example, expenses related to a staff retreat or working lunch).
4. “External Business Expenses” means business expenses, including Hospitality, that relate primarily to interactions with people outside of the College (for example, a dinner with a donor, prospective employee, industry partner or the like).
5. “Corporate Costs” means general administration costs relating to the administration of the College, including planning, organizing, directing and controlling the College including institutional expenses of the President’s Office.
6. “Travel Expenses” mean expenditures incurred by the President to travel on College business occurring off the College’s campus.
7. “Communications” means expenses incurred by the President related to telecommunications (for example, the cost of overage charges for business related calls or upgrades for an existing telecommunications device).
8. “Hospitality” means the provision of food and beverages, social or recreational activities, events, functions and gifts in support of the educational, research or service activities of the College. Hospitality normally involves:
   1. the hosting of an external individual or group (e.g. prospective faculty, staff or student, business or academic partner, benefactor). Spouses/partners of College employees are normally not considered external guests; or
   2. employee-only activities such as work meetings or social functions

4.0 Principles for Reimbursement of Presidential Expenses

4.1

In incurring expenses and seeking reimbursement, the President will follow the guidelines applicable to all employees of the College, as set out in Policy G2, as may be amended from time to time. In the event that there are unusual circumstances where the President reasonably determines that Policy G2 is not applicable or should not be applied, the President shall seek pre-approval of such Presidential Expenses from the Chair in accordance with the Procedures.

4.2

Only expenditures incurred on behalf of RRC Polytech business are reimbursable as a Presidential Expense.

4.3

The President is responsible for ensuring that their expense claims are accurate, documented and in accordance with this Policy and associated Procedures.

4.4

Expenses must be time and cost effective relative to available alternatives and expected benefits.

4.5

Where a Presidential Expense involves one or more additional College employees and a joint expense is incurred, the most senior College employee must claim the expense, meaning that the President shall incur and claim the expense. The President and employee(s) should each incur and claim their own expenses whenever possible.

5.0 Approvals

5.1

The Presidential Expenses will be approved by the Chair. All College expenditures considered to be Presidential Expenses, no matter how incurred or paid, require approval by the Chair in accordance with the Procedures.

5.2

The Board’s Finance and Audit Committee will approve associated Procedures for this Policy.

5.3

Internal Business Expenses and Corporate Costs that are excluded from the meaning of Presidential Expenses are authorized through College policies and procedures and shall not require approval as Presidential Expenses.

6.0 Reporting

6.1

The President will submit an annual report of the Presidential Expenses to the Executive Committee in accordance with any Guidelines or Procedures that may be created from time to time.

6.2

The Report shall not include Corporate Costs and shall not include Internal Business Expenses not included in the meaning of a Presidential Expenses.

6.3

Presidential Expenses will be disclosed in a report available to the public on the College website. The format of the report will be approved by the Executive Committee.

7.0 Review

This Policy will be reviewed and updated as required by the Board every five years.

Presidential Expense Procedures

1.0 Authority

The RRC Polytech Board of Governors has issued the Presidential Expenses Policy and has directed the Board’s Finance and Audit Committee to develop the following procedures.

2.0 Purpose

RRC Polytech is committed to transparency, oversight, and responsible stewardship of public funds. These Procedures establish the mechanism whereby the College President shall incur and seek reimbursement of their expenses.

3.0 Definitions

The following definitions will apply to this Procedure:

1. “Policy G2” means the RRC Polytech Meals, Travel and Entertainment Policy G2, as may be amended from time to time.
2. “Presidential Expenses” means any travel, hospitality and communications or other business expenditures incurred on College business by, or reimbursed to, the College President. Presidential Expenses do not include Internal Business Expenses related to meetings or functions organized or initiated outside of the President’s Office (for example, attendance at Board of Governors meetings or events, departmental or college-wide events, among others) or Corporate Costs, but do include all External Business Expenses.
3. “Internal Business Expenses” means business expenses that relate primarily to members of the College community including students, staff, faculty and members of governing or advisory boards (for example, expenses related to a staff retreat or working lunch).
4. “External Business Expenses” means business expenses, including Hospitality, that relate primarily to interactions with people outside of the College (for example, a dinner with a donor, prospective employee, industry partner or the like).
5. “Corporate Costs” means general administration costs relating to the administration of the College, including planning, organizing, directing and controlling the College including institutional expenses of the President’s Office.
6. “Travel Expenses” mean expenditures incurred by the President to travel on College business occurring off the College’s campus.
7. “Communications” means expenses incurred by the President related to telecommunications (for example, the cost of overage charges for business related calls or upgrades for an existing telecommunications device).
8. “Hospitality” means the provision of food and beverages, social or recreational activities, events, functions and gifts in support of the educational, research or service activities of the College. Hospitality normally involves:
   1. hosting an external individual or group (e.g. prospective faculty, staff or student, business or academic partner, benefactor). Spouses/partners of College employees are normally not considered external guests; or
   2. employee-only activities such as work meetings or social functions.

4.0 Reimbursable Expenses

4.1

Generally, the President shall incur expenses following the guidelines and expectations as outlined in Policy G2.

4.2

The President shall be entitled to seek reimbursement of expenses considered reimbursable expenses described in Policy G2 subject to submitting the appropriate documentation as required by this Procedure.

4.3

Expenses that do not require pre-approval under Policy G2, shall not require pre-approval for the President. Expenses that do require pre-approval pursuant to Policy G2 shall require pre-approval for the President.

4.4

In the event that the President determines that it is necessary for business reasons to incur an expense that is an anticipated exception to or is not addressed in Policy G2 or to the Presidential Expenses Policy and this Procedure, the President shall obtain pre-approval wherever possible. If it is not possible to seek pre-approval, the President shall document the reasons for the exception and justify the expense in writing to the Chair.

5.0 Approval Process

5.1

Approval or pre-approval under this Policy and Procedure shall be given by the Chair of the Board of Governors, or, in the Chair’s absence or conflict of interest, by the Board Vice-Chair and/or where authorization has been delegated to an Acting Chair as set out in the Board of Governors Policies.

5.2

The President must request reimbursement of Presidential Expenses by submitting the required documentation as set out in this Procedure. The President is responsible for timely submission of their expenses and shall request reimbursement within six months of incurring a Presidential Expense. Reimbursement requested more than six months past the date incurred may not be approved.

5.3

Any corporate credit cards issued to the President will only be used for College business purposes. No personal charges may be paid by using a corporate card and the use of a corporate credit card for personal expenses is considered serious misconduct and will not be reimbursed.

6.0 Compliance with Policy G2

6.1

Subject to the exceptions or additional requirements outlined in the Presidential Expenses Policy and this Procedure, the President shall follow the Guidelines established for the various expense categories established in Policy G2, including without limitation as it relates to:

1. Air Travel;
2. Hotel Accommodation;
3. Expenses related to Spouses or Partners;
4. Telephone and Internet Charges (Communications Expenses);
5. Conference Expenses;
6. Rail Transportation;
7. Taxis, Shuttles and Airport Parking;
8. Car Rental and Parking;
9. Personal Vehicle Expenses;
10. Travel Insurance;
11. Trip Cancellation Charges;
12. Personal Meals while in Travel Status;
13. College Meetings;
14. Entertainment; and
15. Cash Advances.

7.0 Additional Presidential Expenses Guidelines

7.1 Professional Development

The President is required to obtain pre-authorization by the Chair prior to incurring professional development tuition, fees and related travel expenses.

7.2 Expenses Reimbursed by External Organization

The College will not reimburse Presidential Expenses that are reimbursed by an external organization. In the event that the President is reimbursed by an external organization for an expense subsequent to being reimbursed by the College, the President must refund the College within ten days of receipt.

7.3 Travel Upgrades

The College will not pay or reimburse any additional expenses for upgrading any travel option unless such upgraded option provides efficiencies or is required to accommodate a disability. The President may accept complimentary upgrades.

7.4 Fleet Vehicles

The President may use a College Fleet Vehicle instead of their personal vehicle for business travel beyond the City of Winnipeg and shall make use of Fleet Vehicles in a manner consistent with any College Policy relating to Fleet Vehicles as may be in effect from time to time.

7.5 Parking Fees

Parking fees when travelling on College business are reimbursable. Parking and traffic fines are not reimbursable.

7.6 Tolls and Ferries

Bridge and highway tolls are reimbursable Presidential Expenses. Ferry fares are reimbursable for a single vehicle. If the fare is per person and there are others in the vehicle, personal guests of the President are not reimbursable.

7.7 Taxis/Ridesharing between College Campuses

In exceptional circumstances taxi and ridesharing fares between College campuses within Winnipeg may be reimbursable if, after considering both cost and time efficiency, it is determined to be the most reasonable mode of transportation.

Trip Cancellation Charges / Change Fees

7.8

Reimbursement to the President for trip cancellation charges and itinerary change fees for business purposes or in exceptional circumstances requires an explanation for the change on the expense claim form/process and is at the discretion of the Chair.

7.9

Charges related to failure to cancel a reservation are not reimbursable.

7.10

If travel is cancelled for which expenses have already been reimbursed to the President or paid by the College directly, the expense refunded to the President by a vendor must be returned to the College within ten days of receipt.

Gratuities

7.11

Gratuities for taxis and ridesharing are reimbursable to a maximum of 15% of the total post-tax fare if included on the receipt.

7.12

Gratuities for meals are reimbursable to a maximum of 15% of the total post-tax bill, or in the amount of a non-discretionary gratuity automatically added by the service establishment, if included on the receipt.

7.13

Travel-related gratuities for such items as hotel housekeeping and porters, and airport skycaps are not reimbursable. The daily incidentals per diem set out in Policy G2 may be claimed to cover such expenses.

8.0 Business Meals and Hospitality Expenses

8.1

The President’s business meals, whether held on Campus or off Campus, with one or more external individuals, are reimbursable in accordance with this Policy as a Presidential Expense.

8.2

Claims for business meals must itemize the purpose of the meeting and the names, titles and organization of all guests.

8.3

The President is permitted to purchase alcohol at business meals or when providing hospitality and must do so in accordance with this Procedure. The College will reimburse reasonable expenses for purchasing alcohol at a business meal or where the President is providing hospitality. The President will use good judgement in exercising their discretion when purchasing alcohol and will provide a written explanation where requested by the Chair. Any Policy adopted by the College related to the purchase and consumption of alcohol for College employees generally does not apply to the President or the reimbursement of Presidential Expenses.

8.4

The number of College representatives at a business meal with the President should be reasonable and appropriate to the occasion with only those involved in the business purpose attending.

8.5

The President may host business meals and provide hospitality at the College’s Culinary Arts Program restaurant with one or more external individuals, including at events known as a “Chef’s Table”. Meals, including any alcohol, at the College’s Culinary Arts Program restaurant hosted by the President shall be considered a Presidential Expense.

9.0 Documentation

9.1

The President will comply with the Documentation requirements outlined in Policy G2.

9.2

Where expenses are incurred in a foreign currency, reasonable documentation must be submitted to support the foreign exchange rate in effect when the expenses were incurred.

9.3

The business-related purpose must be described for all expenses listed on an Expense Claim Form. Additional explanations may be required by the Chair, in which case, the President shall provide such written explanation.

9.4

Presidential Expense claims that relate to Conferences must attach a Conference Agenda.

9.5

Presidential Expenses for the Culinary Arts Program Restaurant and Chef’s Table events shall include documentation that sets out the business purpose of hosting the event and the names and titles of each invitee.

10.0 Reporting

The College shall create and publicly disclose a quarterly report setting out Presidential Expenses.