Working Group proposes principles for the governance of Quebec universities

    MONTREAL, Sept. 18 /CNW Telbec/ - In order for universities to achieve
good governance, their Boards of Directors must include a majority of members
who are independent of internal stakeholders. Boards must also enjoy autonomy
in carrying out their functions - a prerequisite for accountability. They must
follow clearly-established reporting requirements, and act with transparency.
Moreover, the process of appointing the Executive Head of a university should
be simplified, and should ensure that external, as well as internal,
candidates will be considered.
    These are a few of the findings of the Working Group on university
governance in Quebec, made up of ten prominent public figures (see attached
for a full list). Chaired by Jean-Marie Toulouse, former Director of the HEC
Montréal business school, the Working Group was formed under the auspices of
the Institute for Governance of Private and Public Organizations (IGPPO). The
Working Group has put forward 12 principles that, while flexible enough to
accommodate the individual traditions of each institution, should serve as a
guide for improving governance practices in the university milieu:

    - Boards composed primarily of independent members: Members should be
      chosen through a process that ensures a diversity of points of view and
      adequate representation of different constituencies (principles 5 and
      6). Members should be appointed to a three-year term, renewable twice,
      for a maximum of nine years, in order to strike a balance between
      stability and renewal (principle 7). The Board should carry out six
      essential functions (principle 4).
    - Three essential Board committees - Audit, Human Resources, and
      Governance and Ethics: The members of these committees should be drawn
      from the independent members of the Board. The mandate of each of these
      committees should be clearly defined (principle 8).
    - Number of decision-making bodies and adoption of a code of ethics for
      Board members: Decision-making bodies should be as few and as
      streamlined as possible and effective mechanisms for coordination among
      them should be established (principle 10). All members of the Board
      must act in the interests of the university as a whole, rather than
      advancing particular interests (principle 9).
    - Selection of an Executive Head: The selection process should be
      designed to promote the selection of an Executive Head with the
      standing required to carry out the duties associated with the position
      and to meet the challenges facing the university: The selection
      committee should invite candidacies from both members of the university
      community and those external to the community. The process should be
      carried out with discretion and rigour, and with respect for the
      individual candidates (principle 11).
    - Comprehensive, transparent processes ensuring accountability:
      Mechanisms to ensure accountability must address efficiency and
      effectiveness in using financial and other resources. Performance
      indicators should be developed to measure the quality of teaching and
      research, draw comparisons with peer institutions and assess results as
      a function of the university's mission, values and strategy (principle

    "These recommendations are clearly consistent with the notion that an
institution cannot seek increased autonomy without first showing a commitment
to good governance. The Working Group has come up with 12 principles that
respect the diverse traditions and values of different universities," said
Yvan Allaire, chair of the IGPPO board of directors.
    "The impact of these principles will stem from the fact that they respect
each university's mission, (principle 1), and the variety of cultures, values
and traditions within each institution (principle 2). These principles
emphasise institutional autonomy and the accountability of Board members and
of university executives (principle 3)," added Jean-Marie Toulouse, chair of
the Working Group.
    The Working Group consulted a number of current members of the Boards of
Quebec universities, individuals who have previously served on Boards, and
others interested in sharing their opinions on governance issues. It undertook
an analysis of the legal frameworks of the various institutions, as well as
research on governance in universities and other public- sector organizations.
Members of the Working Group were selected for the personal experience each
could bring to bear on issues of university governance.

    Established in September of 2005, the Institute for Governance of Private
and Public Organizations (IGPPO) is a joint initiative of HEC Montréal and
Concordia University (The John Molson School of Business) whose primary goal
is to improve the understanding of governance practices in Quebec and Canadian
companies. The Institute is a non-profit organization dedicated to
coordinating research activities, undertaking intellectual initiatives,
offering customized solutions, strengthening governance capabilities, building
partnerships and promoting knowledge dissemination. The directors of the
Institute represent an impressive cross-section of people from the financial
sector, private-sector board members and academics. The board of the Institute
is chaired by Professor Yvan Allaire, Ph.D. (MIT), MSRC, a leading authority
on corporate strategy and governance.

                           ON UNIVERSITY GOVERNANCE

    Jean-Marie Toulouse, Professor, HEC Montréal, Chair of the Working Group
    on University Governance

    Michel Belley, Rector, Université du Québec à Chicoutimi

    André Caillé, Corporate Director and Chancellor, Université de Montréal

    Alban D'Amours, President and Chief Executive Officer, Desjardins Group,
    Chair of the Board of Directors, Université de Sherbrooke

    Richard Drouin, Counsel, McCarthy Tétrault, and Chair of the Board of
    Directors, Université Laval

    Claude Lajeunesse, President, Concordia University

    Bernard Lamarre, Chair of the Board of Directors, Ecole Polytechnique de

    Monique Lefebvre, Corporate Director and Business Coaching Psychologist

    Heather Munroe-Blum, Principal and Vice-Chancellor, McGill University

    Yvan Allaire, Chair of the Board of Directors, Institute for Governance
    of Private and Public Organizations

For further information:

For further information: Yvan Allaire, Chair of the Board of Directors,
Institute for Governance of Private and Public Organizations, (514) 340-6398;
Jean-Marie Toulouse, Professor, HEC Montréal, (514) 340-6655

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