Submission to Goudge Review of UWO Board of Governors

Submission of Samuel E. Trosow to Goudge Review – May 29, 2015

At the outset, I would like to state my position that the terms of reference for this review are too narrow. A much broader inquiry is needed that should involve more members external to the University of Western Ontario. Nonetheless, the following comments are responsive to the second part of the terms of reference:

2. Does the Board of Governors have the appropriate accountability and reporting mechanisms in place with respect to executive compensation? If not what other mechanisms should be in place and/or what amendments to our current processes might be appropriate.

One point that has become evident during the entire discussion of the President’s compensation package is that the Board of Governors has failed to exercise a reasonable level of scrutiny and diligence with respect to these matters. Separate and aside from the reasonableness of the terms of the compensation package, serious concerns about the diligence of members of the Board of Governors have been raised. Further, the secrecy of the Board’s processes has been a recurring theme throughout this discussion. Rather than dwell on assigning individual blame for this particular decision, I will address the overall lack of transparency and accountability of the Board as a whole, and how this issue is a deeply rooted structural problem resulting from the flawed composition of the Board itself.

As part of its three point plan for a better university, the University of Western Ontario Faculty Association (UWOFA) has called for

“…an independent, objective and full review of the state of governance at Western, including the operations of the Senate and the Board of Governors. The terms of reference and members of the independent review team should be agreed upon by UWOFA, PSAC 610/SOGS, USC, UWOSA, Alumni and senior administration.”

I agree with this approach and suggest that part of this review should be taking a close look at the composition of the UWO Board of Governors and the process by which they are selected. Section 9 of the University of Western Ontario Act, provides for the composition of the Board with the following members:

  • President (ex officio);
  • Chancellor (ex officio);
  • Mayor of London or designate (ex-officio);
  • Warden of the County of Middlesex or alternate (ex-officio)
  • Secretary of Board (ex officio, non-voting);
  • 2 persons appointed by the London City Council;
  • 4 persons appointed by the Lieutenant Governor in Council;
  • 4 persons appointed or elected by the Alumni Association of the University;
  • 2 undergraduate student elected by the undergraduate students;
  • 1 graduate student elected by the graduate students;
  • 2 faculty members elected by the Senate who are members of the Senate;
  • 2 faculty members elected by the full time faculty;
  • 2 members of the full-time administrative staff elected thereby;
  • 4 additional members elected by the Board of Governors
  • Up to 3 additional Vice Presidents selected by the Board of Governors

The current Board members are identified at http://www.uwo.ca/univsec/pdf/board/officers.pdf . The profiles of the 4 public members appointed by the province is included on the Ontario Public Appointments Secretariat page As they are listed on this page, they include (1) a retired partner of Ernst & Young LLP, (2) an Executive Vice-President of Human Resources at CIBC, (3) the President and CEO of Vision Companies, a marketing and communications company who also served in PM Mulroney’s Office working on the G7 Summit; and (4) the Regional President of the Royal Bank of Canada for SW Ontario. In my view, this membership is neither reflective of the university community itself nor of the broader public the university should be serving.

Currently both the Chair and the Vice-Chair are Board members by virtue of being selected by the Alumni Association. It is interesting to note that in the case of the 3 student, 2 faculty and 2 staff reps, they must be directly elected by their constituency. But there is no similar requirement for the 4 reps from the Alumni Association as Section 4.01(c) of the Constitution of the Alumni Association specifies that their 4 reps are appointed by the Board of Directors.

I submit that the current composition and selection rules are inconsistent and outdated, and that they result in a top-heavy Board that is not reflective of the university community and wider public. I see this as a structural problem which creates the type of environment in which the current controversies have arisen.

Some potential improvements to this process could include:

  • Aligning the selection procedures so they are consistent, particularly with respect to the Alumni members. All alumni should be able to vote in an election in s\the same matter as students, faculty and staff.
  • Removing the 4 internal Board appointed seats and the 3 Vice-Presidential top-ups
  • Allowing the faculty (which should include Librarians & Archivists as well as part-time instructors) to directly elect all four of their members without regard to their status in the Senate.

While there are several means by which these realignments could take place, it also needs to be recognized that any such changes would require a legislative amendment to the UWO Act.

In addition to looking ahead to reform of the selection and composition of the Board of Governors, there are two other essential steps needed to adequately address the accountability, transparency and reporting mechanisms of the Board in the long-run.

First, the university needs to be subject to a more rigorous set of Open Meeting rules. UWO is already subject to the Freedom of Information & Protection of Personal Privacy Act (FIPPA) with respect to access to records requests. But in addition, they should be subject to Open Meeting requirements modeled on those contained in the Municipal Act. Meetings of the Board of Governors (and their committees) should be subject to the general rule of being open subject only to limited and specific exceptions.

A second and related issue goes to the enforcement of these requirements. The University needs to be accountable to an external officer or body to enforce these (and other) requirements. I would suggest that the Ontario Ombudsman Act provides such a mechanism. While coming under the jurisdiction of Ombudsman to enforce open meeting and other requirements is no panacea for the many problems facing the Board, it would be a good start.

Thank you for your consideration of these suggestions.

Dr. Samuel E. Trosow, Associate Professor
University of Western Ontario
Faculty of Law / Faculty of Information & Media Studies
<strosow@uwo.ca>

This submisson is an expanded version of my entry for 100 Days @ Western: The Alternative Listening Tour (Day 46)

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