Jannice Moore President The Governance Coach ™ Vincent Vavrek Chair, Board of Governors,

1. Optimizing Policy Governance Application in Higher Education Settings • Jannice Moore President The Governance Coach™ • Vincent Vavrek Chair, Board of Governors, Grande Prairie Regional College

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3. Sustainability Habits™ to Optimize Application of Principles • Be owner accountable • Obsess on Ends • Lead with Excellence • Delegate & Monitor • Plan Your Legacy Now • Own Your Agenda • Live the Policies

4. Be Owner-Accountable • Identify the owners, differentiate from stakeholders • Remember that the board is accountable to the owners • Maintain a perpetual ownership linkage plan • Maintain a perpetual board education plan to ensure that you make the best decisions on behalf of owners

5. GPRC Experience • Differentiate owners and stakeholders • Have an Ownership Linkage Policy • Reviewed the policy recently • Have a flexible plan • Includes regularly scheduled meetings with some of our owners • Need clarity about owners vs. stakeholders

6. Tracking Ownership Linkage Information 1. Details of information source. 2. How representative of our ownership is this group or individual?   3. What insights have we gained from this information?

7. Tracking Ownership Linkage Information • Are there any cautions about how we should generalize this information? • Does this information suggest the need for any new Ends or Executive Limitations? • What further questions does it raise for future exploration?

8. Obsess on Ends • Include as a major component of every meeting content relevant to Ends • Streamline other processes, such as monitoring, to maximize time available for Ends-related work [This does not mean monitoring is unimportant, just that it should be more “homework” than use of meeting time.]

9. GPRC Ends

10. Mega-End Grande Prairie Regional College exists so that: People in the stewardship region and beyond have opportunities to improve their lives and communities at a cost that can be justified by the results.

11. Next-Level Ends (Increased Accessibility) 2. There will be Increased Accessibility to Post-Secondary Education 2.1 Regionally accessible Degree completion. 2.2 Safe and affordable accommodation is available for students who wish to live on campus. 2.3 Post-Secondary Education that is accessible to under-represented groups.

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13. Lead with Excellence • Modify board size and length of tenure if it does not support governance excellence • Do not assign board committees responsibilities in delegated areas, or strike committees that negatively affect the board’s work as a whole • Conduct regular board enrichment activities

14. Lead with Excellence (2) • Differentiate decision-making, monitoring, and incidental information • Evaluate your governance performance regularly against the criteria in your policies

15. GPRC Leading with Excellence Practices • Board Enrichment Activities • Board Education Plan • Board Committee Structure • Audit Committee • Compliance and Continuity Committee

16. Audit Committee Terms of Reference • Deliverables • 1.1 Liaison with the auditor on behalf of Board, including review of the annual audit plan and receipt of audit findings. • 1.2 Assessment every four months, on behalf of the Board, of management’s response to the recommendations of the Office of the Auditor General. • 1.3 An annual assessment for the Board as to compliance by the President with criteria specified in Executive Limitations policies on finance.

17. Audit Committee Terms of Reference 1.4 A self-monitoring report on the appropriateness of the Board’s own spending, based on criteria in the Board GP policy on Board expenses, including periodic random audit of the Board members’ expense accounts. 1.5 An annual report to the Board highlighting the committee’s review of the audited financial statements and any other significant information arising from their discussions with the external auditor.

18. Audit Committee Terms of Reference • Authority • 2.1 The committee has no authority to change or contravene Board policies. • 2.2 The committee has authority to spend funds required for travel to meetings if meetings are required. No authority to spend or commit other organization funds. • 2.3 The committee has authority to use staff resource time normal for administrative support around meetings.

19. Audit Committee Terms of Reference 2.4 The Committee does not have authority to instruct the President or any other staff member, other than to request information required in the conduct of its duties. 2.5 The Committee has the authority to meet independently with the external auditors.

20. Audit Committee Terms of Reference • Composition • 3.1 The Committee shall be composed of three public Board members selected by the Board of Governors, one of whom shall be appointed by the Committee as Chair. At least two of the Board members on the Committee will be able to understand basic financial statements, and have sufficient understanding to ask appropriate questions of the Auditor. The Chair of the Board and President shall serve as ex-officio members. • 3.2 The President shall designate appropriate administrative staff to serve as resource to the Committee.

21. Audit Committee Terms of Reference • 4.Term of Office • 4.1 Members shall be appointed for a 2 year term, which may be renewed at the pleasure of the Board. • 4.2 Appointments to the Committee will be staggered to provide for continuity.

22. Compliance and Continuity Committee • Deliverables • 1.1 Assist the Board in ensuring compliance with the Alberta Public Agencies Governance Act (APAGA) by advising the Board of necessary action • 1.2 Provide for the Board’s decision suggested principles for CEO recruitment, retention and remuneration • 1.3 Provide for the Board’s decision suggested principles for Board recruitment, remuneration, performance and succession planning • 1.4 All other priorities identified by the Board in relation to APAGA

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24. Delegate and Monitor • Delegate clearly only through written policy • Streamline Executive Limitations to avoid including board “preferences” and to empower the CEO to be creative in finding the best possible means to achieve Ends • Demand organizational performance, and expect clear, substantiated CEO interpretations and evidence of policy compliance

25. Evaluating the CEO The board monitors organizational performance through a fair but systematic assessment of whether a reasonable interpretation of its Ends policies is being achieved and a reasonable interpretation of its Executive Limitations policies is being avoided. If there is a CEO, this constitutes the CEO's evaluation.

26. Monitoring the CEO at GPRC • What do we expect in a monitoring report? • Interpretations with metrics (can be measured) • Evidence • Scope of external audit • Using the Required Approvals Agenda for items required to approve by law such as budget and Comprehensive Institutional Plan

27. Board Self-Evaluation • Evaluation tools at each meeting • Governance Coach comments on each meeting • Annual review of skill set matrix for each board member • Check-list tool used annually at retreat • Self-assessment of board compliance with every GP and BPR policy throughout the year

28. Own Your Agenda • Lead the CEO, not vice-versa – board generates governance issues for the agenda • Develop and be accountable for your own “governance” budget • Design a perpetual future-focused board agenda cycle

29. Perpetual Ownership Linkage Environmental Scan + + Enriched Board Information Future-Focused Ends = Governance Process (Means) Monitoring + + PAST FUTURE PRESENT Future-Focused BoardMeeting

31. Effective Meetings Dialogue in the Board Room • It all starts with conduct • Complete focus on “Ends” • Stick to Principles • Efficiency • Refer to the Policies

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33. Live the Policies • Keep policies a living document – check them against board worries, environmental changes, and consistency with Policy Governance principles • Document board decisions by amending policies • Scrupulously follow your policies until such time as you decide to change them • Stick to the principles when the going gets rough

34. The Environmental Context for Policy: Trends, Issues and Politics • Politics • Social Policy • Fiscal Reality • Public Accountability • Governance at the Intersection

35. Plan Your Legacy Now • Develop a governance succession plan to enable sustainable governance excellence • Educate candidates for board positions about the commitment required and the board’s approach to governance

36. GPRC Board Orientation Process • Educate candidates for board positions about the commitment required and the board’s approach to governance • Orient new board members to Policy Governance as early as possible in their tenure

37. The Succession Plan – GPRC Policy In keeping with the Board’s commitment to excellence in governance, the Board shall strive to recommend candidates to the Minister for appointment of public Board members to the Board of Governors so that the Board’s ability to govern will be enhanced to the highest degree possible.

38. GPRC Policy (continued) • The Board will identify the needs of the Board, and maintain an appropriate matrix to assess Board member competencies and profiles. • Prospective candidates will be encouraged to apply through the public process. • The Board will review the list resulting from the Ministry’s public advertisement and meet with the short-listed candidates.

39. GPRC Policy (continued) 4. Recommended candidates will have characteristics that will enable them to govern, not to manage, the College, including: • [see list of characteristics on competency profile]

40. GPRC Policy (continued) 5. Candidates recommended will be chosen to ensure that the Board as a whole reflects, to a reasonable extent, the diversity of the ownership served by Grande Prairie Regional College. 6. The Board will recommend, through the Chair, candidates for the Minister’s consideration

41. Selecting Board Members Chair Competency Profile (qualifications may include but are not limited to the following competencies) • 1. Demonstrates an appreciation for the Vision, Mission and Values of GPRC • 2. A significant positive profile within the Region and be connected to stakeholder groups • 3. Ability to identify and pursue financial opportunities for the College well-being • 4. A demonstrated business acumen • Knowledge and understanding of Policy Governance • A demonstrated understanding of the time commitment 7.Demonstrated community service 8. Demonstrated strategic thinker, focused on ends 9. Strong ambassadorship abilities 10. An appreciation for the educational process 11. Ability to access the political process 12. Demonstrates support for an appropriate representation of the region 13. Team Building and relationship skills

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