Canadian universities typically have clear statements of how to deal with perceived, potential and real conflicts of interests that arise for members of their Boards of Governors.
For example, the by-laws of the Carleton University Board of Governors state:
“A member of the Board is involved in a conflict of interest when (i) the member owes a duty to the University as a Governor, and (ii) the member has a personal interest in the matter or owes a duty to act in the matter in the interests of a different person, group of persons, institution or organization.”
Such conflicts of interest can arise in any number of interactions between the university and its Board — a person can be both a student and a member of the Board of Governors, a professor can be a member of the Board of Governors and the parent of a university student, a community leader can be a member of a Board of Governors and a prominent land developer. In such a situation, as Concordia University’s External Governance Review Committee put it, “[t]he challenge is not to completely eliminate such conflicts of interests. They are endemic to a university organization. An important principle in university governance, however, is to ensure that such conflicts are declared and appropriately managed.”
A complication for those who are interested in a university’s affairs but who are not members of its Board of Governors is that the publicly-available information about what goes on during Board discussions is limited (as it should be when private information is being discussed).
For example, the following facts illustrate, but in no way establish, a potential problem. The publicly- available information is simply not sufficient to establish any conclusion.
Some publicly available information:
Carleton’s 2010 Master Plan calls for the construction of three parking garages in the northern section of the campus. Each garage would have about 600 parking spaces.
Also, in 2010, the McCormick-Rankin consulting company released its report on parking needs related to the proposed redevelopment of Lansdowne Park. It notes that for events attracting 45,000 participants, off-site parking will be essential and points to the three proposed Carleton parking garages as the source of 1,800 of the required spaces. Their report assumed that the Lansdowne developers would create a shuttle bus service from Carleton to Lansdowne.
In 2011, two community members were appointed to the Board of Governors. John Ruddy is the President of the Trinity Development Group. Bob Wener is the Chief Financial Officer of the Minto Group. Both are active in charitable ventures and have undoubted experience and knowledge that could be employed to the benefit of the university. Both are the sort of community members that any university should be proud to have on its Board of Directors.
Both, however, hold high positions in companies heavily involved with the ongoing “Lansdowne Revitalization”. John Ruddy is one of the founding partners of the Ottawa Sports and Entertainment Group (OSEG), the group leading the Lansdowne project. Another partner is Roger Greenberg, who is the chairman of the Board of the Directors of the Minto Group, and therefore clearly associated with Bob Wener. Given their links to the Lansdowne Revitalization and the need by that project for parking at Carleton, the potential for a conflict of interest would seem to exist for both John Ruddy and Bob Wener.
A search of the publicly-available minutes of Carleton Board of Governors shows no declaration of a real, perceived or potential conflict of interest by either Board member. Indeed, there are no declarations of real, perceived or potential conflicts of interest by any Board member. In the minutes of the board meeting on October 8, 2013, and in apparent answer to a question posed to the Board, the minutes state:
“Conflict of interest with Board members: Board members have signed the Statement of General Duties, Fiduciary Responsibilities and Conflict of Interest and as such, are aware of what constitutes a conflict and the process to declare it. No members of the Board have had any financial gain either in the past or present, as a result of being a Governor.”
The publicly-available minutes of the Board indicate that a number of issues related to the construction of the parking garages have been addressed by the Board but no record of any of materials presented or of the discussions that took place seems to be available. One of the parking garages is currently under construction and apparently will cost about $34 million, about $9 million more than anticipated. Whether Carleton needs these parking garages for its own purposes is far from clear; see, for example, the following blog about the garages.
These facts in no way establish an undeclared real, perceived or potential conflict of interest. Perhaps a real, perceived or potential conflict of interest was declared but not reported in the publicly-available minutes. Perhaps it was determined that no real, perceived or potential conflict of interest existed.
So on Wednesday, March 19, 2014, I sent an email to Anne Bauer, the Secretary of the Carleton Board of Governors, asking two questions:
(1) Has any member of the Board of Governors declared a conflict of interest (whether real, perceived or potential) over the period from April 1, 2009 to the present?
(2) If so, which Board members declared such a conflict and what was the nature of the conflict?
As of today, four weeks later, I have not yet received any response from Ms Bauer, not even an acknowledgement that my query had been received.