JIBC BOARD OF GOVERNORS (DRAFT) Minutes of Regular Meeting March 24, 2015 Victoria Campus, 2 p.m. Present: Doug Eastwood (Chair) Kim Logan Jim McGregor Jim Christenson Roy Johnson Rob Kroeker Kehl Petersen Bob Quartermain (via telephone) Sukhminder Virk Helen Worth Michel Tarko (President) Absent: Executive: Laureen Styles Peter Kingston Janet Haberfield (Secretary) CONSENT AGENDA 2015-02-01 APPROVAL OF CONSENT AGENDA MOVED by Sukhminder Virk, seconded by Kehl Petersen THAT the Consent Agenda be approved as presented. REGULAR AGENDA 2015-02-02 STRATEGIC ACTIVITIES 01 Presidents Report A copy of the President s report was previously distributed. Michel reviewed key aspects and commented on the Strategic Plan; the launch with JIBC staff on March 31 st ; draft KPIs, and a visit to the Fire & Safety Campus in Maple Ridge by members of the Foundation Board. The Board requested a presentation on the Development Plan by Tracy Campbell, Associate Director of the Office of Development and Executive Director of JIBC Foundation, at the June board meeting. Michel will confer with the Governance Committee. JIBC Board Minutes March 24, 2015 Page 1
a) Program Council Minutes A copy of the Program Council Minutes for December 2014, and February 2015 was previously distributed with the President s Report for information (copy on file). Laureen commented on the election of students to the Council noting that it has been very positive with many students keen to participate in the academic governance of the JIBC. Selection was a multi-stepped process with students voting for their representatives. 02 Policy & Procedures Intellectual Property A copy of the Intellectual Property policy and procedures was previously distributed (copy on file). Laureen reviewed the process and content of the policy that has gone through a rigorous process including legal review. Discussion took place on whether there was overlap with respect to IP that is created by the JIBC, and whether there is a separate agreement. It was recommended and confirmed by the Executive that all contracts will be synchronized with the language in the policy. There is also the ability to negotiate specific language into particular contracts in the context of this policy. MOVED by Doug Eastwood, seconded by Bob Rich THAT the Intellectual Policy be approved as presented. Following further discussion the motion was amended: MOVED by Doug Eastwood, seconded by Kehl Petersen THAT the Intellectual Policy be approved, with direction to staff to reference the need for employees not to breach intellectual property rights of others while carrying out the functions of the JIBC, and note under related policies the Code of Conduct Policy. MOTION CALLED: 1 Abstention MOTON CARRIED. 03 Strategic Plan Launch and Government Reception Update Sukhminder Virk provided an overview of the agenda for the strategic plan launch to take place following the board meeting. A press release will go out on April 2 nd, after a launch to employees on March 31 st. The Board expressed their appreciation to the External Relations Committee and all JIBC employees for their hard work on the Strategic Plan. JIBC Board Minutes March 24, 2015 Page 2
04 Board Member Departure Roy Johnson announced that he would not be seeking another term on the board following his last meeting in June. The Board thanked Roy for his contributions during his term to date. 04 Draft KPI Review A first draft copy of the KPIs was previously distributed (copy on file). Michel provided an overview of the development thus far, and requested feedback and ideas. As a living document, it will evolve over the next several months. The following discussion points were noted: o Ensure compatibility with the numbers and points of the Strategic Plan. o Add the goals into the tables. o Business development and marketing are important KPIs. o Where there is no data, the new ERP system might be a source, but what is the cost to developing the data. o Business Development: Development of IP this is an important goal. o Include a column for the metrics. o Be effective and accountable at what cost? o International what is the expense? o Emphasize just a few very important KPIs. o Determine which KPIs are activity based, and which ones are true outcome performers. Be clear about the kind of indicators we have. The Board thanked Pam Bischoff, Associate Director, Institutional Research, for her work on the draft KPIs. The next draft will be provided at the May meeting for further discussion and input, with the final to be presented in June. The meeting was briefly adjourned for the In-Camera and double In-Camera portion of the meeting non Executive. The meeting reconvened. 2015-02-03 RESOURCE PLANNING 01 Financial Reports to January 31 st, 2015 The financials, along with a covering memo were previously distributed (copy on file). Chair of the Finance & Audit Committee, Helen Worth provided an overview of the report noting that the last Finance & Audit Committee (FAC) meeting JIBC Board Minutes March 24, 2015 Page 3
was held with the KPMG auditors in attendance. There is nothing significant to bring to the Board s attention. The auditors will attend the next FAC meeting on May 19 th to present their audit findings. 02 2015-2016 Budget Motion Required The budget was previously distributed to the board. Helen and the Board thanked VP Finance, Peter Kingston and his team for their great efforts to produce the budget, noting it is very helpful and easy to navigate through. Peter provided an overview of the budget process and the directional alignment with the 2010-2015 Strategic Plan. MOVED by Helen Worth, seconded by Rob Kroeker THAT the 2015-2016 Operating Budget be approved as presented. MOVED by Helen Worth, seconded by Sukhminder Virk THAT the 2015-2016 Capital Budget be approved as presented. 03 For-Profit Entity A For Profit entity is being explored as an avenue to commercialize our PRAXIS technology. This option has been recommended by legal advisors with input from others in BCAIU but there is much work to be done. A complete business model will be developed over the next 12 months, and JIBC will continue to work through the process, seeking legal advice as necessary, on appropriate governance and structure of the new entity. Two industry partners have committed to pilot the project, which shows great potential. The Board will be kept apprised of further developments. 04 TD Merchant Services Motion Required A memo regarding TD Merchant Credit Card Services was previously distributed (copy on file). This is one of the shared services within government for Post-Secondary institutions to work together. Langara College has been the lead institution to make this vendor selection and there is a substantial cost saving to participating institutions shown in the financial information provided to date. It is critical and most efficient, for the JIBC to JIBC Board Minutes March 24, 2015 Page 4
adopt this now, so it can be included into the new ERP system during implementation. MOVED by Helen Worth, seconded by Sukhminder Virk THAT the following resolution be approved: 1. The Corporation is authorized to enter into agreement for the provision of TD Merchant Services with the Bank. 2. The Corporation is authorized and directed to create, execute and deliver in favour of the Bank, the Bank's Merchant Service Agreement and by doing so, to bind the Corporation and create the security set out in such agreements. 3. In accordance with any restrictions set out below, the officers, directors and employees of the Corporation listed hereafter as signing officers are hereby authorized for and on behalf of the Corporation to execute and deliver all of the documents and instruments described in paragraph 2, and any others that may be reasonably required from time to time to carry out the transactions contemplated, subject to such amendments as the authorized representatives may approve, such approval to be conclusively evidenced by the execution of the said documents or instruments. In accordance with any restrictions set out below, such persons are also authorized to conduct all aspects of the Corporation's banking relationship with the Bank and, notwithstanding the generality of the foregoing: i. to give the Bank instructions and perform transactions on behalf of the Corporation in connection with the ongoing operation of the accounts, and other financial services contemplated by this resolution; and ii. to authorize any person or persons to do any activities with regard to the TD Merchant Services. The Bank is entitled to rely on such documents, instruments, instructions and transactions as duly and validly authorized and binding on the Corporation. The Bank does not need to make any further inquiry into the authority of the authorized representatives to bind the Corporation. 05 Update on ERP (Enterprise Resource Planning) Peter provided an update on the installation of the ERP, noting that we are on time and under budget to date. We are drawing on a lot of in-house knowledge as well as the expertise of other institutions. There is a lot of demand on the time of staff, but we JIBC Board Minutes March 24, 2015 Page 5
are on track for implementation of the student information system component on July 1 st. With thanks to Cathy Carson, Director, Institutional Research as Project Director, we are making good progress. 2015-02-04 BOARD OPERATIONS 01 Board Development & Succession: Board Skills Review Bob Rich, Chair of the HR Committee will plan to get the HR Committee together in the near future and is seeking input from board members as to what development opportunities will best suit them. Kehl offered to step in to the Committee upon Roy s departure. ACTION: Suggestions for Board development, including cost, will be brought back to the May meeting. 2015-05.05 NEXT MEETINGS May 28 th, 2015, JIBC Campus New Westminster June 25 th, 2015, Pitt Meadows Campus The meeting adjourned at 5:10 pm. Doug Eastwood Q.C. Chair JIBC Board Minutes March 24, 2015 Page 6