Governance Overview

Essential to good governance is a clear articulation and understanding of the definitions, mandates, accountabilities and roles and responsibilities of the entities that make up an organization. This page provides short outlines of the mandate of the Board, the roles and responsibilities of the Trustees and of the committees of the Board, and definitions of words used within the governance of Pearson College. Specific questions on these matters are welcome and can be directed to board@pearsoncollege.ca

Definitions

The Pearson Community

The Pearson Community includes students, teaching and non-teaching staff, Trustees, alumni, patrons, donors, volunteers and friends of the College.

The Corporation

Pearson College is a federally-registered nonprofit corporation under the name Lester B. Pearson College of the Pacific and United Colleges (Canada) Inc and operates within the legal parameters and spirit of the Canadian Corporation Act. As such, the by-laws of the College have been formally approved by the federal Minister of Industry.

Patrons and Members

Patrons are life members of the Corporation, invited by the Board of Trustees to join due to their significant and demonstrated commitment to the College. Other members of the Corporation are individuals elected to the Board of Trustees, who remain members for the length of their term as Trustees. For a list of the Patrons and Trustees of the College please refer to the College’s Annual Report.

The Pearson College Board

1. Mandate

The Board of Trustees is responsible for the affairs of the College overall, including its strategic and financial planning. The Board sets policies for the College as a whole, but operates at arm’s length from the Administration and does not manage on a day-to-day basis. The Board is the guardian of the mission and values of the College. It also has authority over College finances and has the power to enter into contracts and make bylaws, rules and regulations with regard to the control, management and government of the College.

The Director of the College is appointed by and accountable to the Board. The Director of the College, with advice from the Personnel Committee, also is responsible for hiring and evaluating all other staff of the College.

2. Structure and Composition

The Board of Trustees consists of no less than 25 and no more than 30 Trustees, who serve as volunteers. Trustees are elected by members of the Corporation each year at the Annual General Meeting. Trustees serve on the Board for a maximum period of two 3-year terms. To be considered for election as a Trustee, a person’s name with biographical information can be submitted by anyone in the Pearson Community to the Board’s Governance and Nominating Committee. Following due consideration, a slate of nominees is then presented for election at the Annual General Meeting.

3. Meetings

The Board of Trustees meets at least twice a year and more often if required. One of these meetings takes place at the College and the other takes place in eastern Canada. Quorum for meetings is 1/3 of all Trustees. The Annual General Meeting of the Corporation takes place in the autumn.

Roles and Responsibilities

Trustees

Good governance requires people who are committed to the College and its purpose and who have a variety of skills in order to assure its most effective governance. Candidates considered for nomination as Trustees will have experience in fundraising, volunteer boards, education and international activities. Others may have a specific skill set such as finance, accounting, communications or legal qualifications. Regional representation is sometimes a criterion, though Board positions are not reserved for representatives of any particular constituency. Employees are not eligible to be Trustees. The personal qualities needed for a Trustee are common sense, integrity, judgment and knowledge. They also include the ability to be objective and fair, to be respectful of opinions expressed by other Trustees, to keep Board deliberations confidential pending final resolutions and to be cognizant of the Board’s role as policy maker. The focus of effective Trustees is on the broad picture and the establishment of policies that will benefit the College overall.

Specific roles of Trustees include:

• appointment of the Director of the College.
• fiduciary responsibility to ensure that the College functions within all appropriate laws, regulations and contractual agreements.
• securing sufficient funding to enable the College to fulfill its objectives.
• review and approval of the College's annual operating and capital budgets.
• management of the College's finances including investments, loans and other major contracts or financial decisions.
• providing advice as may be required to further the development of the College or to assist the Director.
• within the committee structure, monitor specific aspects of the College's operation and report to the Board as required.
• the Board is given authority in the by-laws to enter into contracts and make financial arrangements to manage the College's funds including, if necessary, the securing of loans.
• Board Committees (updated April 2009)

The Chair of the Board may establish committees to advance the work of the Board and appoint Trustees or others to participate as committee members. Most committee meetings involve teleconferencing. There are currently seven Standing Committees of the Board of Trustees.

The Director of the College and the Chair of the Board of Trustees sit as ex-officio members of every Board Committee.

Executive Committee

This Committee includes the Board Chair, Vice-Chair and the Chair of each Standing Committee of the Board. The Committee receives reports from all Committees of the Board and provides an opportunity for communication between the Chairs of the Committees. The Executive Committee reviews major recommendations from the various Committees or significant changes in programs or procedures before they are presented to the full Board. The Committee is available to meet, at the call of the Chair, in the event an urgent interim decision is required between regularly scheduled Board Meetings. The Director of the College sits as an ex-officio member of the Executive Committee.

Academic and Student Life Committee

This Committee is responsible for all aspects of the curriculum at the College.  This includes the academic program of studies (International Baccalaureate Diploma), the services and activities program, and all aspects of residential life at the College.

The Committee reviews significant changes in the programs of the College, such as subjects offered, and new initiatives in activities and services.  It also monitors admissions statistics and educational outcomes (e.g. IB scores and university placements.)

The Committee also is responsible for matters pertaining to the residential life of students, including the health and wellness program on campus.  Significant student discipline issues are reviewed with the Committee.

The Committee interacts with College faculty and staff through periodic reports received from ex-officio members of the Committee including:  the Director of the College, the Assistant Director, Dean of Students, Dean of Curriculum, Universities Counsellor, the Coordinator of Services and Activities and the Director of Admissions.

Buildings and Grounds Committee

This Committee is responsible for overseeing the maintenance, operation and renewal of the College's physical infrastructure through:

review and approval of the annual maintenance budget, major capital renewal projects and plans for new construction, before they are referred to the Finance Committee
 
insurance coverage for major equipment such as vehicles and for issues pertaining to College property, including the campus landscape plan and any surrounding property matters that could impact the College
 
oversight and monitoring of the College's use of energy, water and paper and generation of waste, all within the context of the College fulfilling its overall mission and following the College's Sustainability Charter.
There are linkages between needs identified by the Academic and Student Life Committee and the priorities of the Buildings and Grounds Committee. The Director of Finance and Human Resources, the Director of Operations, and the Maintenance Manager serve as ex-officio members of the Committee.

Development Committee

The role of the Development Committee is to provide leadership to the Trustees of Pearson College and the College in general regarding fundraising.  The Committee will also provide leadership to alumni and government relations and external communications in relation to College fundraising.

Specific responsibilities of the Committee include but are not limited to:

Advise, review and assist in implementing the annual fundraising plan for the College including revenue goals and fundraising assistance for the Canadian and US Foundations in support of the College;
 
Provide reports at College Board meetings throughout the year as to progress of the fundraising plan and revenue goals;
 
Solicit personal donations from College Trustees, and encourage and facilitate Trustee fundraising efforts;
 
Assist the Governance Committee in the recruitment of Trustees with specific fundraising skills and experience;
Help identify prospective donors to the College to be approached by Trustees or College staff; and
 
Provide input to the College's communications plans, alumni and government relations to assist the College's fundraising strategies.
Composition of Committee

The Committee shall be comprised of a Chair who is a current Trustee of the College and other College Trustees.  The Chair of the Board and Director of the College shall be ex-officio members.  The Committee Chair may also appoint non-Trustees as Committee members.  Staff support to the Committee will be provided by the College's Director of Development and other appropriate staff.

Meetings of Committee

The Committee may meet quarterly with a minimum of two meetings a year prior to the College's Board meetings in the fall and spring.

Finance and Audit Committee

This Committee has responsibility for all financial aspects of the College including financial systems and budget development, as well as compliance and reporting issues. The Director of Finance and Human Resources serves as an ex-officio member of the Committee.

Composition

The Finance and Audit Committee members shall be appointed by the Chair at the first Board of Trustees meeting of the year.  The committee shall be composed of a minimum of three Trustees plus the Director of Finance and Human Resources.  A majority of committee members will constitute a quorum.

Meetings

The committee shall meet a minimum of two times per year and may meet more frequently at the call of the Chair.  Extraordinary meetings to address specific items may be held at the call of the Chair.  The Committee shall act as the College's liaison with the external auditors.

Responsibilities

The Finance and Audit Committee shall:

Review and recommend to the Board:
a.  the annual budget and financial forecasts
b.  acceptance of the annual audited financial statements; and
c.  appointment of external auditors.

Review the Annual Report prior to presentation to the Board

Ensure that the College meets its statutory obligations and conducts its affairs in accordance with legal and regulatory requirements (eg. CRA requirements, environmental laws, employment and labour laws) and Board approved policies

Monitor the following Board approved policies and report to the Board:
a.  the financial plan
b.  the financial condition
c.  asset protection; and
d.  environmental protection

Governance and Nominating Committee

The Governance Committee monitors the implementation of the by-laws and operating procedures of the College governance and makes recommendations to the Board for any amendments. Board practices and governance related policies are reviewed through this Committee on an ongoing basis. This Committee also has the responsibility of nominations for the Board and the Corporation by receiving suggestions for new members of the Board and also seeking out appropriate candidates. The Committee presents nominations to the Board and to the Annual General Meeting of the membership regarding the nomination of new members.

Personnel Committee

Matters regarding the employment relationship between the College and its faculty and staff are reviewed by this Committee. The Committee reviews all employment policies and procedures and provides advice to the Director of the College on personnel matters.

The Chair of the Personnel Committee serves on both the Faculty and the Staff Joint Committees that comprise the Director of the College, Director of Finance and Human Resources and representatives of the faculty and staff elected by their co-workers to work on employment issues. The Joint Committees provide an inclusive, non-adversarial mechanism for employee contract negotiations. The objective of the Joint Committees is to provide creativity, consistency and continuity in the drawing up and ongoing review of contracts and policies related to employment issues. As there is an important linkage between faculty and staff resources and the academic program, it has been the practice in recent years for the Chair of the Academic and Student Life Committee to serve on the Faculty Joint Committee.

The Chair of the Personnel Committee is referenced in the Complaint Policy as the Trustee who is responsible for the handling of a complaint from any employee that is not resolved at an earlier stage in the policy. The Personnel Committee is the final adjudicator in the formal employee complaint procedure.

Director Support and Evaluation Committee

The Director Support and Evaluation Committee is responsible for:

• providing ongoing informal support to the Director and greater support as required on specific issues/situations that arise at the College
• conducting an annual evaluation of the Director's performance
• monitoring and making recommendations for changes to the Director's compensation on an annual basis
• making recommendations regarding the renewal/extension of a Director's contract when required
• leading search efforts and making a recommendation to the Board of Trustees regarding the hiring of a new Director
• The Committee is Chaired by a Trustee and reports to the Board through the Executive Committee

Related Organizations

The Pearson College of the Pacific Foundation

This Foundation is a separate charitable organization with responsibility for the growth and stewardship of the endowment fund of the College. It has a separate Board of Directors, elected annually, comprised of up to ten members.

The Pearson College of the Pacific U.S. Foundation

The US Foundation was established by graduates and friends of Pearson College who live in the United States and wish to promote, support and further the mission of Pearson College and the United World College movement.  The U.S. Foundation allows donors to make contributions that are tax deductible in the United States.

In the course of  business, the Board of Trustees of Pearson College works closely with other groups that are separate and distinct including The United World Colleges International Board of Directors. For more information about the UWC movement, please visit the UWC International website.