BROCK UNIVERSITY
Report to the Financial Planning, Audit and Human Resources Committee
Information Item
TOPIC: Workplace Health Research Laboratory (WHRL) and Metrics@Work
November 8, 2007
Terry Boak, Provost and Vice-President, Academic
Pauline McCormack, Executive Director, Human Resources and EHS
BACKGROUND
In August, 2000 a proposal to establish a Strategic Human Resource Management Database” project
(SHRMD) was initially funded by Human Resources Development Canada, through Brock University,
with Dr. John Yardley as the Principal Investigator. With the funding WHRL was created, hired its initial
staff, and after a brief period of time in the student residences WHRL was housed at Suite 401, 43
Church St. as space was not available at Brock University. WHRL has remained at that location since
September 2000.
Through a series of grants and use of monies generated from fee-for-services, a number of Human
Resource Management (HRM) measurement tools were developed and tested for reliability and validity
and they have formed the basis of a set of WHRL data collection methodologies. Over the 7 years
since its inception, the SHRMD has grown the data it contains to represent more than 100,000
employees from over 140 Canadian public and private workplaces. With HRDC funding ceasing in
2004, WHRL became entirely self-funding through applied research contracts with its participating client
organizations. In 2005/2006 WHRL reached profitability, i.e., its revenue generation activities
surpassed its costs and it began to build its financial resources, which had been, and continue to be,
maintained in a research account with Brock University.
Over the past several years as WHRL has grown so has Brock’s interest in becoming a research
intensive institution which would have the capacity and innovation to incubate companies through its
partnerships with Faculty members, community members and granting agencies. The proposed
arrangement with WRHL is the first of this type of arrangement, in which the University becomes a
minor shareholder in a newly created company. This type of arrangement does exist at many other
comprehensive institutions.
PROPOSED BUSINESS PARTNERSHIP
After a number of informal discussions about spinning out an incorporated business from WHRL,
negotiations in earnest between Dr. Yardley and the University (represented by Sullivan & Mahoney)
began during Winter/Spring 2007. In August/September, 2007, agreements and contracts which would
allow Metrics@Work Inc. (a newly formed company) to separate from WHRL and incorporate with
shareholdings being held by Brock University (10%), previous WHRL staff (20%) and Dr. Yardley (70%)
were completed. All IP formed as a part of WHRL activities will be transferred to Metrics@Work via Dr.
Yardley, which allows it to continue the data collection, analysis and reporting that forms a major part of
Metrics@Work’s core business. Equipment and supplies that were surplus to Metrics@Work’s
requirements were returned to Brock University and the remainder purchased through the University’s
Purchasing Department. All financial resources created by WHRL remain at Brock University
(approximately $635,000) and represent the operating funds of WHRL over the next 3 years, i.e., July
1, 2007 to June 30, 2010. The terms and conditions of the shareholders agreement also include a loan
of $34,000 as start up funds coming out of the $635,000. This loan is to be repaid from the profits of
Metrics@Work. In the event it is not profitable this amount of money could be lost to the University but
the funding for the loan did come out of money generated by WHRL activities. As Metrcis@Work
already has a number of clients and contracts for services for 2007/08 it is not anticipated this will be a
problem.
Further, a research and consulting agreement was struck between WHRL and Metrics@Work that
allows the two organizations to mutually support each other. Most notably Metrics@Work flows copies
of data collected through its activities to WHRL’s SHRMD, which is the lifeblood of its ability to attract
scholars, both nationally and internationally. Finally, Dr. Yardley was provided a secondment from his
position as Associate Professor in the Faculty of Applied Health Sciences to that of Managing Director,
WHRL for a term of 3 years, starting July 1, 2007 ending June 30, 2010.
Dr. Yardley also holds the position of President, Metrics@Work. This position along with that of
Managing Director, WHRL has obvious elements that provide concerns of conflict of interest (COI).
Accordingly, as per Brock University’s COI Policy, the COI issues between WHRL and Metrics@Work
are managed by a COI Management Plan, which has been submitted to the Vice President Academic
and Executive Director, HR-EHS along with the requirement of the submission of an annual report on
the management of conflicts of interest during the previous year. In addition, the Managing Director
(Dr. Yardley) for the period July 1, 2007 to June 30, 2010 has provided a workplan for WHRL for the
period July 1, 2007 to June 30, 2010
The AVP, Research and the Executive Director, HR/EHS were assigned the responsibility of working
with the University’s lawyers to ensure this arrangement would not result in any financial or reputational
risk to the Institution. To that end the University has the ability in these contracts and agreements to, at
any time, request that Metrics@Work purchase its 10% equity share in the company. These shares are
valued at approximately $50,000 and were allocated to the University in return for the support and
goodwill that the University provided Dr. Yardley, his staff and WHRL over the past 7 years. In any
event the arrangement with Dr. Yardley regarding management of WRHL and the equity in the
company will terminate no later than June 30, 2010. At which point Brock would sell the shares back to
Metrics@Work and receive the value of the shares at that time.