FIDUCIARY RESPONSIBILITY AND GOOD GOVERNANCE Student Governance – Understanding proper governance...

FIDUCIARY RESPONSIBILITY AND GOOD GOVERNANCEStudent Governance – Understanding proper governance from the start for success throughout the year.

GOVERNANCE IS A SYSTEM OF CHECKS AND BALANCES FOR YOUR STUDENT ASSOCIATION

A governance framework designed to:

• Restrain acts of harm against the SA

• Promote actions that benefit the principals or beneficiaries of the SA

• SA Bylaws document this system of governance.

Students elected YOU… Your Responsibility…

Ensure the SA does what it is supposed to do

YOU make decisions to run the SA and allocate the resources it produces

STUDENTS delegated authority to YOU to exercise powers of decisions

Make proper and beneficial decisions on behalf of STUDENTS

YOU serve at the pleasure and on behalf of STUDENTS

YOUR ACCOUNTABILITY…Accountability means YOU answer to, satisfy and maintain the support of your STUDENT BODY. They grant you the mandate to govern on their behalf.

MOST

BOARD DISAGREEMENTS

WILL BE OVER

GOVERNANCE

ISSUES!

PRINCIPALS OF GOOD STUDENT GOVERNANCE Boards are responsible for increasing

student value.

Boards delegate operations to management.

Management is accountable to the board.

Students are the source of the Board’s power, authority and legitimacy.

BOARD MEMBERS HAVE A FIDUCIARY DUTY TO THEIR STUDENTS!

Fiduciary Duty

Defined: the legal duty to act honestly, selflessly and in the best interests of an individual or organization.

Unconditional loyalty is expected because discretion exists.

People in positions of trust should not gain personally from the power, position or opportunities that arise as result, without consent.

Fiduciary Duty presumes confidence and competence of the Board (YOU) and a vulnerability in the stakeholder/beneficiary.

COMMON EXAMPLES OF FIDUCIARY RELATIONSHIPS

Doctor – patient Lawyer – client Parent – child Executors – heirs Guardian – ward Teacher – student Priest – parishioner Director – corporation Board Member – Student Association

CONFLICTS OF INTEREST

Defined: a situation in which a person has a private or personal interest sufficient to appear to influence the objective exercise of his or her duties/responsibilities.

Potential conflicts for leaders in student associations: Contracting out services Spending on initiatives Advocacy for individuals or small groups of students Nepotism Governance Re-election

BREACHES OF FIDUCIARY DUTY

Breaches are hard to identify – what is unethical or immoral is subjective.

Breaches can be errors of omission.

Financial breaches include kickbacks, commissions, discounts, bribes.

Breaches can be litigated and are compensable.

BREACHES IN STUDENT GOVERNMENT

Circumstances on student boards that can lead to a breach of fiduciary duty:

: lack of experience or knowledge of governance

: “willful blindness” and/or malicious intent

: under-estimating the impact of decisions

: group-think or peer pressure environments

: lack of processes to identify and address conflicts of interest before they occur

EMBEDDING FIDUCIARY BEST PRACTICES Ongoing education of board members on their responsibilities to act

professionally and in the best interests of the organization.

Ensure “Declaration of Conflict of Interest” is a standing agenda item at board and committees.

Publish meeting agendas publicly, ahead of time.

Use in-camera time sparingly.

Create clear policies, procedures, codes of conduct and/or attestations.

Ensure by-laws clearly address how to handle breaches of fiduciary duty.

Seek out advice.

Communicate and be transparent in your dealings (the “Toronto Star” test).

YOU ARE NEVER ON YOUR OWN…

Your SA Executive

Your SA General Manager

Each other - talk it out

SA Staff

Your CSA

Ted Bartlett

Office: 416.340.1212

Cell: 416.948.9951

Email: ceo@collegestudentalliance.ca

Twitter: @CSA_ON

QUESTIONS