Board Structure

The Board of Governors and Senate are the governing bodies at Simon Fraser University constituted under the University Act. The Board of Governors is vested with responsibility for the business of the university.

In 2023, the university engaged external advisors to review SFU Board’s governance and procedures. It was identified through this review that the current structure and terms of reference for Board committees should be updated to enable more efficient practices. In addition to the findings from the external advisors, the Board Office conducted an analysis of governance frameworks at post-secondary institutions and best practices in Board governance.

The SFU Board of Governors plans to repeal policy B10.02 so that the Board can re-establish its structure and practices per the parameters of the University Act.

Following the repeal of B10.02, it is anticipated that the Board will look to updating its committee structure to better meet its needs. This will be done through a motion of the Board, which is in alignment with the process used by Senate and university governance structures in the broader post-secondary sector.

The Board of Governors and its committees will continue to operate within the parameters of the University Act, which prescribes the membership of the Board and the powers, operations and some procedures of universities in BC. The Board will continue to prioritize the university’s strategic goals, provide strategic guidance through the Board committees and hold the President accountable. The Board and its committees will also continue to publish agendas, minutes and ToRs on the Board website.

Please provide your input on the proposed motion to repeal Policy B10.02: Terms of Reference and Procedures for Board Committees, which may be found at https://www.sfu.ca/policies/gazette/board/B10-02.html before March 7, 2024 to board_admin@sfu.ca.

Any questions about this process can be directed to Margarita Fullerton, University Secretary at board_admin@sfu.ca.

Frequently Asked Questions

1. What are the Board of Governors’ requirements under the University Act in relation to Board committee structure, Terms of Reference and Procedures?

According to the University Act, Section 27 (2a), the Board of Governors of post-secondary institutions must be capable of determining their own structure. Section 27 (2a) notes the following: 

  • Without limiting subsection (1) or the general powers conferred on the board by this Act, the board has the following powers:
    • (a) to make rules for the meetings of the board and its transactions; and
    • (c) to appoint a secretary and committees it considers necessary to carry out the board's functions, including joint committees with the senate, and to confer on the committees’ power and authority to act for the board;

2. What does this mean for the SFU Board?

Currently, Terms of Reference (ToR) for SFU Board committees are embedded under policy B10.02. These ToRs were adopted as a policy before there was a formal framework governing policy development in place at SFU. The application of the formal policy framework set out in policy (B10.00) to the Board committee ToRs limits the Board’s ability to adopt rules to govern the conduct of its business as per the University Act.

3. What are the concerns with the SFU Board Committees' Terms of Reference?

The external review on Board governance identified several areas for improvement in our current Board committee ToRs. Recommendations include edits to the ToR to reduce overlap, increase clarity on committee roles and responsibilities, and increase inclusion, access and stakeholder engagement. 

4. Is the Board composition changing?

No. The composition of the SFU Board is dictated by section 19(1) of the University Act, which prescribes the membership of the Board. The composition is as follows:

The board of a university, other than the University of British Columbia, is composed of 15 members as follows:
    (a) the chancellor;
    (b) the president;
    (c) 2 faculty members elected by the faculty members;
    (d) 8 persons appointed by the Lieutenant Governor in Council, 2 of whom are to be appointed from among persons nominated by the alumni association;
    (e) 2 students elected from students who are members of an undergraduate student society or a graduate student society;
    (f) one person elected by and from the employees of the university who are not faculty members.

5. Will the Board Commitees' Terms of Reference be changing?

The Board committee ToRs outline how Board committees are structured and it is anticipated that the Board will look to updating its committee structure to better meet its needs. The process for making any revisions to the Board committee ToRs include discussions at the committee level and a motion that is brought forward to the entire Board for approval. As with all decisions made by the Board, a majority vote is required for a motion to move forward. Having the committee ToR outside of a policy is in alignment with how the ToRs are structured at the SFU Senate and in other university governance structures in the broader post-secondary sector.

6. How often do the Board ToRs change?

Moving forward, the Board seeks to establish a regular cadence to review and update the ToRS to ensure they continue to meet the needs of the Board.

7. When the Board revises its new committee ToRs, will they be available to the public?

The Board of Governors will continue to publish agendas, minutes and committee ToRs on the Board website.

8. How can I share my feedback on the repeal of B.10.02?

Please provide your input on the proposed motion to repeal Policy B10.02: Terms of Reference and Procedures for Board Committees, which may be found at https://www.sfu.ca/policies/gazette/board/B10-02.html before March 7, 2024 to board_admin@sfu.ca.   

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