On Thursday, December 1, the McGill Board of Governors (BoG) held their second meeting of the 2016-2017 academic year. The Board heard a report from the Nominating, Governance and Ethics (NGE) Committee, which established procedures for those who wish to bring questions to the BoG, and a report from the Investment Committee outlining a new option for donors who wish to invest in a socially responsible manner.
The board also heard reports from Senate, the Finance Committee, and the Executive Committee, as well as a report from the Joint Board-Senate Meeting regarding McGill’s sustainability plans and initiatives.
At the end of the meeting, a resolution from Students’ Society of McGill University (SSMU) President Ben Ger, which asked the NGE committee to compile a report on the Board of Governors’ best practices, was tabled.
A small step in the right direction
Stuart Cobbett, chair of the BoG, presented the NGE Committee’s report, and proposed a resolution which aimed to facilitate a limited degree of interaction between members of the McGill community and the Board.
According to Cobbett, the resolution is a “mechanism […] whereby twice a year there would be a twenty minute community session” at the end of the BoG meeting.
During these sessions, questions asked in advance by community members would be answered and there would be a limited amount of time allotted for follow up questions.
According to Cobbett, the resolution is a “mechanism […] whereby twice a year there would be a twenty minute community session” at the end of the BoG meeting.
According to this policy, the chair of the BoG would have discretion in determining who answers the question and which questions are heard. Moreover, the policy stipulates that the chair could “decline a question if an individual or group has previously appeared before the Board regarding the same matter or if the matter has been previously addressed by the Board either at a previous Board meeting or following a question submitted to the Board by another individual or group.”
This, presumably, would allow the chair to decline to address a question from groups like Divest McGill, who have spoken and staged walk-ins at previous Board meetings to advocate for divestment from fossil fuels.
“This does represent a step ahead of where we have ever been,” Cobbett said. “There has never been a formal mechanism whereby the Board would receive submissions or questions in the meeting. […] This now regularizes that practice and provides a framework.”
Tina Hobday, a McGill Alumni Association representative to the Board, commented on the length of time allotted for the community sessions — twenty minutes — saying that in certain situations it may be too much time and in others it may not be enough.
Cobbett responded by saying the committee decided on twenty minutes based on the experience of other universities. He noted that “the intention is not to have an artificially short period, [but] on the other hand, the intention is not to have an extraordinarily long period.”
However, Post-Graduate Students’ Society (PGSS) Secretary-General Victor Frankel voiced some more concerns: “Twenty minutes twice a year does not seem like it’s enough, especially if you’re trying to frame it as [about five minutes per] person asking a question.”
“I was concerned that the discretion of the chair would allow for decisions to be made on who gets to address these questions to the Board and limitations on what subject matters could be addressed in these question periods,” he continued on to say. “That in itself would raise a lot of concern, because a lot of the things that happen at the Board are only communicated to the community after the fact and it doesn’t give the opportunity for input before decisions are made.”
This, presumably, would allow the chair to decline to address a question from groups like Divest McGill, who have spoken and staged walk-ins at previous Board meetings to advocate for divestment from fossil fuels.
He recommended that the policy go back to the committee for further review.
However, Principal Suzanne Fortier said she believed “it would be good actually to approve this today so that we could start implementing it right away, because if we send it back to the committee we might not be able to implement it this year.”
Cobbett suggested that the resolution be amended to mandate a review of the policy after one year.
The resolution passed.
Socially Responsible Investment Fund
The Chair of the Investment Committee reported on initiatives regarding meetings with the Committee to Advise on Matters of Social Responsibility (CAMSR).
On March 23 of this year, the BoG refused to divest from fossil fuel corporations based on a report from the Committee to Advise on Matters of Social Responsibility (CAMSR), which found that fossil fuels do not cause “grave social injury.” At the same meeting, the Board asked the Investment Committee to look into “establishing a socially responsible investment fund option for donors interested in such an option, […] developing ESG (Environmental, Social, Governance) principles and guidelines for endowment investments, [and] “asking investment managers to report annually on ESG and UNPRI (United Nations Principles of Responsible Investing) implementation and compliance,” to be reported to the Board in December 2016.
Raby explained that the Investment Committee has proposed the creation of a Socially Responsible Investment (SRI) strategy to be funded with $5 million of McGill’s $1.4 billion endowment fund. Put another way, this fund would represent a mere 0.4 per cent of the University’s endowment.
The Chair explained that this will give donors the option to invest specifically along ‘ethical’ principles.
He further added that the Committee will look into hiring investment managers who have experience working with socially responsible investments and who follow these principles.
“We’re not simply going to pay lip service to [social responsibility],” he added, “we’re going to be proactive on it [and] we’re going to be keeping that as a focus in terms of our manager searches in the future.”
“Twenty minutes twice a year does not seem like it’s enough, especially if you’re trying to frame it as [about five minutes per] person asking a question.”
Academic Staff Representative Derek Nystrom noted that part of the SRI strategy’s objective is to “avoid the securities of companies engaged primarily in production or distribution of alcohol, tobacco, pornography, gaming, weapons,” according to the report.
“I’m wondering why we don’t have fossil fuels on that list, and I ask that because these CAMSR recommendations were made in response to Divest McGill’s petition to ask the University to divest from all of its holds in fossil fuels,” he said.
“This isn’t a very large part of the endowment, $5 million out of $1.4 billion is less than half of one per cent of the endowment,” he continued. “One of the downsides of our decisions not to divest is that we could lose some of our donors, we already did […] but if we had a fund that said we have a part […] committed to divesting […] why not include [to the list] those that are engaged in the extraction […] of fossil fuels?”
Raby responded that he believes CAMSR would be better suited to answer that question.
Frankel also spoke in favour of including fossil fuels in the list, saying that “we can afford to be more ambitious.”
He added that “in the report, it says that the ESG principles will be adopting a policy similar to that being used in the faculty pension plan, but I wanted to bring to the table the opinion and voices of people not at the table; many faculty members have told me that they don’t invest in the pension plan because it includes […] investments in Enbridge, Stone Corp.”
As a result of this discussion, Cobbett announced, “we’ll take [the report] back and think on it.”
Increasing accountability
On November 29, SSMU released a research report from the President’s office entitled “A Seat at the Table: An Analysis of the McGill University Board of Governors” to examine the Board’s current structure and administration.
Academic Staff Representative Derek Nystrom noted that part of the SRI strategy’s objective is to “avoid the securities of companies engaged primarily in production or distribution of alcohol, tobacco, pornography, gaming, weapons,” according to the report.
A press release announcing the report stated that the “current state of governance at McGill University has perpetuated an environment where community members feel disenfranchised and unheard by the Board of Governors.”
“Particular issues include a lack of diversity or community representation in Board membership; a privileged nomination process; unregulated confidential sessions; and insufficient consultation protocols for all decisions,” the release continued.
The report provides recommendations to address these issues, including expanding representation of the McGill community through Member-at-Large seats on the Board, public nominations of members-at-large, and a restructuring of the NGE Committee.
In relation to this report, Ger submitted a resolution to the Board, proposing that the NGE Committee compile a report on BoG best practices, which was discussed at the meeting.
“I’m not sure where this is heading,” Cobbett said, “because if the intention is scholarly review of board practices, frankly I’m not sure that’s an efficient use of our limited resources.”
“Speaking for myself and speaking for the chair of the [NGE] Committee, I’d be a whole lot more comfortable if there was a little more specificity to this,” he continued.
Ger explained, “What I would like to see out of a report like this is more of an examining of the roots, of those documents at the bottom, looking at the […] details that can change in order to need less structures at the top.”
“The intention of this was not to compile an academic study, but maybe just to see what sort of practices are out there for the Board’s general knowledge,” he added. “It would mainly look at the statutes as well as the terms of reference.”
Cobbett said that this “is a large part of what the [NGE] committee looked at over the course of the last month.”
“I’m just going to get to the heart of the issue,” Frankel said in response. “At McGill’s community council […] I think that what this is trying to do is to increase the level of accountability at the level of the Board, and the motion that was passed earlier today makes great strides toward that.”
When asked what he meant by accountability, Frankel explained that he was concerned with the fact that members-at-large are not nominated.
Fortier then explained that McGill, as a publicly funded university, is required to have Board members who represent the public, that are taxpayers, who are not internal to the University.
Ger maintained that “in terms of accountability, that’s an area in which the report can look into. It’s all tied into this wider concept of including community engagement.”
“The current state of governance at McGill University has perpetuated an environment where community members feel disenfranchised and unheard by the Board of Governors.”
“I don’t see a reason why more reporting and more information sharing at the Board level of best practices would be a problem,” he added.
However, Cobbett suggested that Ger meet with him, the Board Secretary-General, and other members to bring more focus to the resolution. Ger agreed to his suggestion, and the resolution was tabled.
In an email to The Daily, Ger said that he plans to either go back to the NGE Committee with a more specific report or submit parts of the SSMU report to the committee or Board.
When asked about his reasoning behind the motion, Ger acknowledged the restrictions imposed by the University’s public status, but he believes the current BoG model “contributes to an atmosphere where some Governors, though in some instances to no fault of their own, are detached from the community they govern.”
He added that “out of the many points that were brought up by the report that the SSMU released, I believe that Composition and Nomination are the two areas in most crucial need of reform.”
“Considering the decentralized nature of the McGill community,” he continued, “different members come with a unique and important ground level view on how micro-factions within the institution function, what their realities are like, and the ways in which the University can improve.”
Ger further advocated for reforming the Board so that there are fewer external seats and more elected representatives, as well as redefining what it means to be a member of the community.
He went on to say that the Board should be nominating “identity-based or neighbourhood specific representatives,” as “those who identify in particular ways and have varying experiences in different communities of people, rather than different types of businesses, would be better equipped to provide opinions that are generally not available within the [university’s] walls.”