REPORT OF A MEETING OF THE UNIVERSITY OF SASKATCHEWAN BOARD OF GOVERNORS 8:00 am, FRIDAY, J UNE 24, 2011 ROOM 238 COLLEGE BUILDING Board members present: Nancy Hopkins (chair), Art Dumont, Linda Ferguson, Scott Hitchings, Peter MacKinnon, Grit McCreath, Susan Milburn, Vera Pezer, Greg Smith, and David Sutherland. Regrets: Garry Standing Resource officers: Rick Bunt, Karen Chad, Brett Fairbairn, Richard Florizone, Laura Kennedy, Heather Magotiaux, Colin Tennent, and Sandra Calver (acting secretary). Also present: Greg Fowler (for item 3) and Cheryl Carver (for item 6.1) Further information about the composition of the board of Governors and its committees, as well as the bylaws and annual work plan of the board, are available at http://www.usask.ca/university_secretary/board/ Agenda Item 1 Subject Comments/Decisions Minutes of May 10, 2011 meeting The minutes were approved as circulated. 2 Outstanding action items 3. Risk presentation: Consumer Services operations overview 4. In camera items (board members only) A list of items arising from past meetings was received for information, and an additional item (relating to potential changes in thresholds for capital projects) was referred to the Governance Committee. The board received an overview of the major services within Consumer Services portfolio and the objectives of the unit within the context of the third integrated plan. The board met in camera. 5. Report of the president 6 6.1 Standing committees HUMAN RESOURCES COMMITTEE 6.1.1 Minutes of May 9, 2011 6.1.2 Outstanding action items The president's written report is appended. The committee met on June 23. Members in attendance: Grit McCreath (chair), Nancy Hopkins, Peter MacKinnon, Vera Pezer, and David Sutherland. Others in attendance: Linda Ferguson, Scott Hitchings, and Greg Smith. The minutes were received for information. A list of action items was received, and one item (relating to intellectual property oversight) referred to the governance and executive committee. 6.1.3 Changes to senior administration compensation 6.1.4 Ratification of CUPE Local 3287 (Sessional Lecturers) collective agreement Overview of bargaining units and employee demographics The board approved a pension adjustment for senior administration, to bring the handling of salary caps into line with compensation principles approved by the board and to allow for contribution limits to be reflective of tax rule thresholds. The tentative agreement between the U of S and CUPE Local 3287 for September 1, 2010 to August 31, 2014 was ratified by the Board of Governors. An update on employee demographics and bargaining units at the university was received. 6.1.6 Bargaining and labour relations update A verbal report on the status of bargaining and labour relations was received for information. 6.1.7 Safety, environment, health and wellness update A verbal report on safety, environment, health and wellness activities was received. 6.1.8 Senior administrative appointments A list of senior administrative appointments was received for information. 6.1.9 Senior academic appointments A list of senior academic appointments was received for information. 6.1.10 Tenure and promotion appeal results 6.2 GOVERNANCE AND EXECUTIVE COMMITTEE 6.2.1 Minutes of May 9, 2011 It was noted that a list of the results of tenure and promotion appeals was available on the board PAWS website. The committee met on June 23. Members in attendance were Art Dumont (chair), Nancy Hopkins, Peter MacKinnon, Susan Milburn and Greg Smith. Also in attendance: Linda Ferguson, Grit McCreath, Scott Hitchings, and David Sutherland. The minutes were received for information. 6.2.2 Outstanding action items A list of outstanding action items was received. 6.2.3 Revision to board bylaw regarding terms of reference of the human resources committee Appointment to board committees for 2011/2012 This item was deferred. Report on progress of the 2nd Integrated Plan/Development of 3rd Integrated Plan Board succession planning: Review of skills matrix A summary of the progress achieved on the 2nd integrated plan and the steps and timelines for the 3rd integrated plan was received for information. A summary of the skills required to prepare for board members replacements was reviewed. Board succession planning: reappointment of board members Filling board member vacancies It was agreed to recommend to the province that N. Hopkins, G. Smith and D. Sutherland be reappointed to the Board of Governors. It was agreed to recommend to the province that S. Millburn be appointed to the Board of Governors and that a search committee to find an aboriginal member 6.1.5 6.2.4 6.2.5 6.2.6.1 6.2.6.2 6.2.6.3.a &b The new slate of board committees for 2011/2012 was approved. to the board be struck. 6.2.7 President review and compensation The board met with the president and then in camera for consideration of this item. 6.3 LAND AND FACILITIES COMMITTEE The committee met on June 23 2011. Members in attendance: David Sutherland (chair), Linda Ferguson Scott Hitchings, and Vera Pezer. Also in attendance: Art Dumont, Peter MacKinnon, Grit McCreath, and Greg Smith. 6.3.1 Minutes of May 9, 2011 The minutes were received for information. 6.3.2 Outstanding action items An update on list of outstanding action items was received. 6.3.3 Sustaining capital grant 2011/12 6.3.4 Gordon Oakes Red Bear Student Centre 6.3.5 Griffiths Stadium additional seating The sustaining capital grant (formerly the Annual Capital Allowance) addresses the university’s growing need for capital renewal and replacement, deferred maintenance, information and communications technology, and capital equipment renewal and replacement. Allocations for the 2011/2012 sustaining capital grant were approved. The board received a presentation concerning this project; details of the decision will be released at a subsequent date. The board approved an additional seating project for Griffiths Stadium in PotashCorp Park. 6.3.6 Agriculture Building Phytotron infrastructure renewal 6.3.7 Dairy Research facility 6.3.8 WCVM Equine Performance facility 6.3.9 Steam distribution replacement – Veterinary Road 6.3.10 Capital addition to the Canadian Light Source Building Board 2 approval for the Controller Replacement (Phase 2) and Board 2 approval of the Chiller Replacement (Phase 3) of the Agriculture Building Phytotron Infrastructure renewal project was granted. Board 2A approval of the Dairy Research Facility capital project to address the research, teaching and animal care needs of the university was approved. Board 2A approval for a scope and budget increase to the Equine Performance facility project at WCVM for the acquisition of an equine MRI was approved. Board 2B approval regarding the required replacement and capacity increase of the failing direct buried district stem distribution system that runs between the WCVM and VIDO was granted. Board approval of the Phase III beamline projects (for Capital Addition) for the Canadian light Source Inc. with the Capital Addition to be managed by the CLS was granted. 6.3.11 Children’s Hospital of Saskatchewan – Early Works Board 2 approval for the Early Works package for the Children’s Hospital of Saskatchewan was granted. 6.3.12 Purchase of Agriculture Research lands 6.3.12.a College of Arts and Science – Controlled Environment Plant Growth Chambers 6.3.13 InterVac project update Approval was granted for the University to proceed with the purchase of 11 quarters of land in the R.M. of Blucher with removal of the conditions that it be suitable for the relocation of the beef research unit. Board 1 and 2 approval of the equipment purchase, as well as the renovation and installation, related to the College of Arts and Science – Controlled environment Plant Growth Chambers project was granted. An update on various components of the InterVac project was received for information. 6.3.14 Southern Saskatchewan Academic Health Sciences Hub/College of Medicine/Department of Family Medicine- Regina Site Major capital projects – Portfolio and strategy for funding gaps Major capital projects portfolio – operating costs 6.3.15 6.3.16 An update on the physical re-location of the College of Medicine, Department Family Medicine in Regina was received. A consolidated report of the major capital project portfolio, focusing on the key strategies to resolve current capital funding gaps, was received. A semi-annual consolidated report on the estimated incremental operating costs associated with the current major capital project portfolio and the status of the funding for those operating costs was received for information. A status update on the projects awarded through the Knowledge Infrastructure Program was received. 6.3.17 Update on Knowledge Infrastructure Program project 6.3.18 Sustainability update The board received an update relative to sustainability planning and initiatives at the university. 6.3.19 Major capital projects status report An overview of the current status of capital projects was received. 6.3.20 Update on administrative approvals An overview of the administrative approvals made related to projects, programs, and the campus physical plan was received. 6.4 FINANCE AND INVESTMENT COMMITTEE The committee met on June 23. Members present: Greg Smith (chair), Art Dumont, Susan Milburn, and Scott Hitchings. Others in attendance: Linda Ferguson, Peter MacKinnon, Grit McCreath, and David Sutherland. 6.4.1 Minutes of May 9, 2011 The minutes were received for information. 6.4.1.a Outstanding action items A list of outstanding action items was reviewed. 6.4.2 6.4.3 Non-Academic Pension Plan – The board approved that the actuarial valuation for actuarial valuation report the U of S and Federated Colleges Non-academic pension Plan as at December 31, 2010 be filed with the plan regulators. An update on the financial status of the Plan was also provided. Pension plan committee The board approved the membership of the Pension memberships Plan Committees. 6.4.4 Supplementary executive retirement plan 6.4.5 Research pension plan – contribution rate change 6.4.6 Non-academic pension plan statement of investment policies and procedures 6.4.7 Retirees pension plan – investment manager appointment Chair in Aboriginal Education 6.4.8 6.4.9 Use of undesignated gifts for Griffiths capital deficit 6.4.10 WCVM – Internal loan for the purchase of a standing equine MRI system 6.4.11 Multi-year operating budget framework update 2011 2010/11 operating reserve surplus – updated projection Pension strategy and analysis update 6.4.12 6.4.13 6.4.14 Operations Forecast 2012/13 6.4.15 6.4.16 Academic Priorities Fund April 2011 report 2011 SUFM results 6.4.17 Endowment report The board approved the appointment of the Associate Vice-president Research to the supplementary executive retirement plan. The board approved an amendment to the research pension plan to accommodate, effective August 1, 2011, a contribution rate increase to certain classifications of employees who are members of the research pension plan. The statement of investment policies and procedures as of June 2011 for the University of Saskatchewan and Federated Colleges Non-Academic Pension Plan, and the strategy to appoint a transition manager was approved. The board approved a new custom liability investment manager for the Academic Employees of the University of Saskatchewan, 1974 (Retirees Plan). The board approved the establishment of a Chair in Aboriginal Education effective July 1, 2011. The board approved the use of undesignated gift proceeds towards the capital deficit related to the original Griffiths Stadium expansion project. The board approved an internal loan to the Western College of Veterinary Medicine for the purchase of a standing equine MRI system to be housed in the Equine Performance Facility. An update on the multi-year operating budget framework was received for information. An update to the projected operating reserve surplus with the preliminary April 2011 results was received. An update on the financial status of the defined benefit plans and implications for additional payment contribution estimate and on activities related to the pension strategy was received. A preliminary operations forecast was received. Information on the major funding decisions related the Academic Priorities Fund was received. A report on the 2011 Saskatchewan Universities Funding Mechanism funding results was received An overview of the university’s approach to allocations to mitigate the impact of investment losses on endowment and trust funds was received. 6.4.18 Development activity for fiscal 2011/11 6.4.19 Annual investment report 2010/11 6.4.20 6.4.21 Nasser gift- terms of reference update Scenario analysis update 6.5 AUDIT COMMITTEE 6.5.1 Minutes of May 9, 2011 6.5.1.a Outstanding action items 6.5.2.1 – 6.5.2.5 Pension Plan financial statements 6.5.2.6 Draft memorandum of audit observations 6.5.3 Draft annual report – 2010/11 (including MD & A).4 6.5.4 Draft unaudited consolidated financial statements 2010/11 6.5.5 Internal control project update 6.5.6 Senior management compensation and expenses 6.5.7 Enterprise risk management (ERM) update A progress report of philanthropic revenue and donations received from May 1, 2010 to April 30, 2011, was received. The Board received an annual internal investment committee report on investment income, investment management fees and investment income allocation An update on the gift from the Nasser family and revised terms of reference was received. The board was provided with an update on the economic outlook of the scenario analysis and indicated that submission of this report on an annual basis was appropriate. The committee met on June 23. Members present: Susan Milburn (chair), Linda Ferguson, Grit McCreath, and Greg Smith. Also in attendance: Art Dumont, Scott Hitchings, and Nancy Hopkins. The minutes of the May 9 audit committee were received for information. This item was received for information. The board approved financial statements for the year ended December 31, 2010 for the following pension plans: • Non-Academic Pension Plan for university and Federated College Non-Academic Pension Plan • Retirees Pension Plan • 1999 Academic Pension Plan • Research Pension Plan • 2000 Academic Money Purchase Plan A draft memorandum from the Provincial Auditor of significant audit findings pertaining to audits of the pension plan financial statements was received and discussed. It was reported that a brief overview on the status of the preparation of the annual report including the management discussion and analysis had been presented at the committee meeting. In accordance with the timeline requested by the provincial auditor a copy of the draft unaudited financial statements for 2010/11 was provided to the board for information. An update on the status of the Internal Control Project was received. An overview of salary, benefit and reimbursement payments to the President and Vice-Presidents was received for information. A bi-annual report on enterprise risk management activities and the “Top 10” ERM risks was received. 6.5.8 6.5.9 6.5.10 6.5.11 6.5.12 6.5.13 7. 8. Division of Audit Services annual report 2010/2011 The purpose of this report is to provide full disclosure to the audit committee of the activities of the Division of Audit Services for the 2010/11 fiscal period. This report was provided to the board for information. Emergency measures planning An update regarding emergency measures planning activity at the university was received. Outstanding legal matters As part of the annual audit requirement, it was report reported that a report on the status of legal matters relating to the university covering the 2010/11 fiscal year was reviewed by the audit committee. Outstanding Audit Services An update on the status of outstanding Audit Services recommendations recommendations is provided to the board semiannually. Final Audit Services reports Received for information: the final executive summary audit reports since the last audit committee meeting. This regular report ensures that completed internal audit reports are provided in a timely manner and in accordance with the terms of reference of the audit committee. One report was received. Report on payments and This is a regular report received for information in remittances accordance with the audit committee's work plan. Its purpose is to provide assurance to the board that the university has met all obligations which may result in personal liability. Other business No other business was raised. Items for information 8.1 Items approved by the board since the May 10, 2011 board meeting The board approved by mail-out ballot the following: • May 24 - the recommendation regarding additional funding for Marquis Hall renewal – Phase 2 (stages 2-4) • June 3 - the reappointment of Vicki Williamson as Dean of the University Library for a five-year renewable term. Received for information. 8.2 Meeting schedule for 2011/2012 8.3 Update on board retreat The board retreat and community dinner will be held October 12-14 in Melfort. 9. Communications There were no communication items. 10. Other business – items by board members 11. Next meeting and adjournment Further discussion on demographics affecting the university was suggested as a potential topic for the fall board retreat. The meeting adjourned at 11:50 am. The next meeting will be held Friday, July 22. A member asked that the meeting be re-scheduled to Thursday, July 21.