Role and Responsibilities of Governors and Board Members
Responsibilities for Governors of the Board and Members of Board Committees
View the Board Roles and Responsibilities (PDF)
Purpose
1.1 Outlines the specific responsibilities, fiduciary obligations, ethical standards, and governance conduct expected of all individuals serving as members of the Board of Governors and its committees, including voting and non-voting members.
1.2 Reinforces and operationalizes the fiduciary duties and governance expectations articulated in the Act to Incorporate Laurentian University of Sudbury, 1960 (as amended), the By-Laws of the Board of Governors, and applicable legislation.
1.3 Guides ethical conduct, governance participation, and fiduciary duties in alignment with the Laurentian University Act and Board By-Laws.
Scope
2.1 Applies to all individuals serving as members of the Board of Governors and its committees, including voting and non-voting members, regardless of the manner of appointment.
Definitions
3.1 “Board” means the Board of Governors of Laurentian University.
3.2 “Chair” means the elected Chair of the Board of Governors of Laurentian University.
3.3 “Fiduciary Duty” means the legal responsibility of all Governors and Board members to act in good faith and in the best interest of the University, rather than for the benefit of one’s self or a specific stakeholder group.
3.4 “Governor” means any individual serving as a voting member of the Board of Governors, regardless of the manner of appointment.
3.5 “Board Member” means any individual serving as a voting or non-voting member of the Board or its committees, regardless of the manner of appointment.
3.6 “Policy” means the “Role and Responsibilities of Governors and Board Members” policy.
3.7 “President” means the President and Vice-Chancellor of Laurentian University.
3.8 "University" means Laurentian University of Sudbury.
3.9 “Vice-Chair” means the elected Vice-Chair of the Board of Governors.
Principles
The following foundational principles guide the development, interpretation, and application of this policy:
4.1 Commitment to fiduciary integrity, independence, and objectivity;
4.2 Accountability to the public interest and institutional mission;
4.3 Transparency in decision-making and oversight;
4.4 Equity, diversity, inclusion, and respect for the University’s tri-cultural mandate;
4.5 Collegiality, academic freedom, and institutional autonomy;
4.6 Stewardship of financial and reputational assets;
4.7 Governance literacy and policy leadership;
4.8 Respect for academic governance and understanding of the academic mission.
Policy Responsibilities
Accountability and responsibilities for this policy are assigned to the following individuals and/or groups:
5.1 Board: Reviews and approves the Policy and its amendments, monitors the performance of the Board and its Committees and ensures alignment with the Board’s governance responsibilities in accordance with the policy.
5.2 Chair: Leads the Board and upholds principles of integrity, effective governance, and accountability in accordance with the policy.
5.3 Governance Committee: Reviews this policy on a regular cycle, monitors the performance of the Board and makes recommendations to the Board for approval.
5.4 Office of the University Secretary: Administers and maintains the policy, communicates updates to relevant stakeholders, supports the governance process and ensures timely reviews and compliance of the policy.
Role And Responsibilities Of Governors And Board Members
6.1 Core Fiduciary Duties
6.1.1 All members of the Board of Governors, regardless of the manner of their appointment, are fiduciaries of Laurentian University and are expected to act in the best interests of the University and the University community as a whole.
6.1.2 Each Board member is responsible for supporting the University’s mission and ensuring the sound governance of the institution in accordance with the Act to Incorporate Laurentian University of Sudbury, 1960 (as amended in 2022), the University's By-laws, and all applicable laws and policies.
6.1.3 While there may be Board members who have been elected or appointed by specific constituencies, their primary obligation is to serve the University as a whole, rather than advocate for the interests of any particular stakeholder group, unless explicitly stated otherwise in the terms of reference or mandate of a committee.
6.1.4 Board members must act at all times in accordance with the:
6.1.4.1 Duty of Loyalty: Place the interests of the University and the University community as a whole ahead of any personal, professional, or third-party interest.
6.1.4.2 Duty of Care: Make decisions with the care, diligence, skill, and prudence that a reasonable person would exercise in comparable circumstances.
6.1.4.3 Duty of Good Faith: Ensure that decisions and actions comply with applicable legislation, bylaws, and the University’s mission and policies.
6.4.4.4 Duty to Disclose: Board Members shall disclose any actual, perceived, or potential conflict of interest immediately upon becoming aware of it.
6.2 Governance and Oversight
Board members must:
6.2.1 Understand that the Board’s role is one of oversight with a focus on strategic matters and policy making rather than operational management or administration;
6.2.2 Understand and respect the respective roles, mandates, and jurisdictions of the Board of Governors and the Senate as part of a bi-cameral governance model;
6.2.3 Strengthen and support the President while being an active, energetic, and probing Board Member, exercising critical judgment on policy matters;
6.2.4 Demonstrate a clear understanding and adherence to their fiduciary duties and recognize that authority resides only with the Board as a whole and not in its individual members;
6.2.5 Bring diverse perspectives from their background, expertise and/or stakeholder experience to inform deliberations, provided that such contributions are made in a manner consistent with their overarching fiduciary duties;
6.2.6 Seek the advice of governance professionals, including the University Secretary, on matters of process and procedure as needed;
6.2.7 Uphold the ethical and professional standards outlined in this policy and contribute to a culture of collegiality and respect.
6.3 Participation, Attendance, and Preparation
Board members must:
6.3.1 Review all agenda materials and background documentation prior to meetings;
6.3.2 Actively participate in discussions and deliberations, and raise questions or concerns where appropriate;
6.3.3 Seek clarification or additional information where needed to support informed oversight;
6.3.4 Ask informed questions and challenge administration constructively to ensure alignment with the University’s mission, values, and strategic objectives;
6.4 Orientation, Education, and Evaluation
6.5 Participate in and support the orientation process for new members;
6.6 Engage in ongoing learning through annual workshops, governance education opportunities, and relevant retreats;
6.7 Regularly participate in any evaluation processes conducted by the Board, its Committees or the Office of the University Secretary, including self-assessments and feedback surveys.
7. Conflict of Interest
7.1 Board Members must comply with the “Policy on Conflict of Interests for Board Members and Board Committee Appointees” including all requirements for disclosure, reporting, and management of actual, potential, or perceived conflicts of interest.
7.2 Board Members shall be subject to any consequences set forth in the Conflict of Interest policy for failure to disclose or properly address such conflicts.
8. Confidentiality
8.1 In their capacity as fiduciaries and stewards of the University’s strategic, financial, reputational, and operational interests, Board Members are entrusted with access to confidential, privileged, and sensitive information. As such, strict adherence to confidentiality obligations is essential to uphold the integrity of the Board and the effective functioning of University governance.
8.2 For the purposes of this policy, “confidential information” refers to any material, discussion, communication, or document acquired through the role of a Board member that a reasonable person, acting in good faith, would understand to be confidential in nature given the context of its disclosure.
8.3 The duty of confidentiality is indefinite and survives the conclusion of a Board Member’s term. Disclosure of confidential information is prohibited unless expressly authorized by the Chair of the Board or the University Secretariat.
8.4 Governors and Board Members must exercise discretion and prudence in discussing sensitive matters and must not divulge the content of deliberations.
8.5 Board and Committee materials must be stored securely, whether in physical or electronic form and must not be left unattended or accessible to unauthorized individuals.
8.6 Unauthorized disclosure of confidential information constitutes a breach of fiduciary duty and may result in sanctions, including formal censure, suspension from Committee or Board participation, a request for resignation, or removal from the Board.
8.7 Where necessary, the Chair may refer serious or repeated breaches of confidentiality to the Governance Committee for review and recommendation to the Board.
9. Communications and Public Relations
9.1 Governors serve as institutional ambassadors and are expected to:
9.1.1 Attend key University events, including convocations, lectures, and community engagements.
9.1.2 Promote the University’s mission and strategic priorities to external stakeholders.
9.1.3 Support philanthropic and advancement efforts, where appropriate.
9.2 Only the Chair of the Board or their designate may serve as official spokesperson on behalf of the Board.
9.3 The only spokesperson for the senior administration to the media on Board matters is the President or the President’s express delegate.
9.4 Board Members are expected to communicate promptly and clearly to the Chair of the Board, University Secretary, and the President any significant concern or complaint and to support appropriate processes for addressing and resolving the issue at their guidance.
9.5 All requests for information should be referred to the Board Chair or University Secretary.
9.6 Requests from the media or public for comment should be directed to the University Secretary.
9.7 Breach of this protocol will be considered a serious governance violation and is subject to sanction.
10. Ethics and Equity
Board members must:
10.1 Uphold Laurentian’s commitments to equity, diversity, inclusion, Indigeneity, and reconciliation;
10.2 Respect the dignity, rights, and perspectives of all University community members;
10.3 Avoid demeaning or exclusionary conduct in all Board contexts;
10.4 Foster a culture of anti-racism, anti-harassment, and accessibility in governance.
11. Policy Compliance
11.1 As part of the onboarding process, Board Members shall be required to review and confirm in writing their understanding of and commitment to this Policy.
11.2 Board members will not be permitted to participate in meetings of the Board of Governors or its Committees until they have acknowledged in writing this understanding and commitment.
11.3 A Governor or Board member may be removed or requested to resign if:
11.3.1 They breach confidentiality or conflict of interest provisions;
11.3.2 Their behaviour is found to be unethical or in violation of this policy;
11.3.3 They refuse to acknowledge their understanding of, and commitment to, this policy.
11.4 Any Board Member who becomes aware of unethical, illegal, or inappropriate conduct in connection with Board activities must report it to the Board Chair or University Secretary without delay.
11.5 If concerns arise regarding the conduct, performance or compliance of a Board member, the Board Chair shall first make reasonable efforts to address the matter directly with the Board member in question through private discussion, and may, where appropriate, offer guidance, education, or mentorship.
11.6 If the matter is not resolved to the satisfaction of the Chair, the issue shall be referred to the Board Governance Committee for review.
11.7 If the Board Governance Committee determines that removal of the Board member should be considered, the Board member will be provided with written notice of the alleged grounds for removal, including sufficient detail to permit a meaningful response. This notice will also specify that removal from the Board is being contemplated and shall set out the process to be followed.
11.8 The Board Member shall be afforded a reasonable period of time, determined by the Governance Committee, from receipt of notice to provide a written submission and/or to appear before the Committee to respond to the allegations.
11.9 Failure to respond within the prescribed period may result in the matter proceeding without further input from the Board member.
11.10 The Committee shall consider any submissions received and determine whether removal is warranted.
11.11 If the Committee recommends removal, it shall report its findings and recommendations in writing to the Board of Governors.
11.12 The Board shall convene a duly constituted meeting, with notice specifying the intention to consider a motion for removal.
11.13 The Board Member concerned shall have the right to provide a statement to the Board in opposition to the proposed removal, and the Board shall ensure that such statement is circulated in advance or presented at the meeting.
11.14 Following consideration of the Committee’s recommendation and the Member’s statement (if any), the Board may, by majority vote, resolve that the Member be removed from office.
11.15 The decision of the Board shall be communicated in writing to the Member concerned, and removal, if approved, shall take effect immediately upon passage of the resolution.
12. Policy Review
12.1 This policy shall be reviewed every three years by the Governance Committee, or earlier as deemed necessary or as required by regulatory change, with updates approved by resolution of the Board of Governors.
Approved by the Board of Governors:
October 17, 2025
Contact Us
Laurentian University Board of Governors
c/o. Office of the University Secretary
Board-Laurentian@laurentian.ca
935 Ramsey Lake Road, Sudbury, ON, P3E 2C6