(A) Standing committees.
The members, chairperson and, if deemed necessary
or desirable, vice chairperson(s) of each standing committee shall be appointed
annually by the chairperson of the board. Each such committee shall be
self-governed and may subdivide its work among subcommittees and perform its
functions in such manner as the committee deems advisable. It may initiate
proposals or act on proposals delegated to it by the board, or made to it by
the board chairperson or president of the university, and shall make
recommendations to the board for action. The functions of the standing
committees, including such special duties as may be delegated by the board,
shall in general be as follows:
(1) Academic affairs
committee.
Review, consider, and make recommendations concerning all policy
matters requiring attention or action of the board and relating to the
following matters prepared by and brought to the committee by university
administrators:
(a) Academic planning and governance and educational
policies; degree and certificate programs; areas of research and related
activities; student admissions; and other matters of policy governing or
pertaining to academic and curricular affairs.
(b) Areas of student engagement and success
including enrollment services, advising, counseling, and academic support
programs; student development and conduct; student financial aid and
scholarships; intercollegiate athletics; and other non-academic matters
affecting students.
(c) Alumni structures, strategies and
policies, including the promotion of relations with the university's
alumni.
(d) Communication and marketing strategies.
(2) Finance and
administration committee.
(a) Review, consider, and make recommendations concerning
all policy matters requiring attention or action of the board and relating to
the following matters prepared by and brought to the committee by university
administrators:
(i) The university budget
and financial operations and its alignment with academic objectives and
priorities, business organization, and practice; the capital budget and plan;
personnel appointments, employment and compensation policies, practices and
procedures, changes of status, and salary adjustments consistent with review
requirements prescribed elsewhere in university rules; the placing and renewal
of insurance; the borrowing of funds and issuance of bonds and notes; student
tuition, fees, and other sources of university income; custody and investment
of any funds that are now under or may in the future come under control of the
board.
(ii) Institutional fiscal
health indicators, including but not limited to those required by Senate Bill 6
and by applicable licensure and accrediting entities.
(iii) The submission of
appropriation requests and other such matters that involve the expenditure or
commitment of funds related to capital planning and capital projects for the
university; and the purchase, sale, and lease of real estate.
(iv) Development
policies, including the solicitation of funds and oversight of investment
policies to support university needs, including academic priorities;
coordination of activities with the university of Akron foundation; the naming
of buildings and other honorary designations; and relations with local, state
and federal legislative and administrative agencies.
(v) The preparation,
conduct, or review of negotiations or bargaining sessions by university
administrators with bargaining agents for university employees.
(b) This committee shall constitute the board's
"investment committee" as required by section 3345.05 of the Revised
Code, and shall be authorized to exercise that authority and responsibility
provided by law for the investment committee.
(3) Strategic issues
committee.
(a) Consider the university administration's
recommendations concerning the university's strategic positions, plans,
and priorities that, from time to time, require the board's focused
attention. The chairperson of the board shall assign such priorities to the
committee for review, as appropriate, but shall avoid unnecessary duplication
with the responsibilities of other standing committees.
(b) Review information and data relevant to understanding
and considering strategic recommendations and priorities.
(c) Coordinate with the chairperson of the board the
delivery of reports to and reviews by the board of trustees.
(d) Identify and assign projects related to strategic plans
and priorities to other committees of the board, as appropriate.
(e) Consider and make recommendations to the board
concerning the organization of the board and the individual involvement and
fiduciary and legal role of trustees; the bylaws regarding the operation of the
board and its committees; the board's operation and matters related to
board and trustee assessment, trustee selection and trustee orientation; the
expectation of trustees' comportment within the board and with the
president and internal and external constituencies; the avoidance of conflict
of interest or commitment or the appearance of same; board size, composition
and organization; calendaring of university events for the board, its
committees and individual trustees (including commencement); trustee roles and
professional development for trustees; and other matters assigned by the board
or the chairperson of the board.
(4) Rules
committee.
Consider and make recommendations concerning the adoption,
amendment, and repeal of rules of the university required to be filed with the
state. Such rules shall include, but not be limited to, any rule, regulation,
bylaw, or standard adopted by the board of trustees, or pursuant to their
rule-making authority.
(5) Audit and compliance
committee.
(a) The primary responsibility of the audit and compliance
committee is to provide oversight of the university's financial practices,
compliance policies, internal controls, fiscal responsibility, and standards of
conduct.
(b) The chairperson of the university of Akron board of
trustees shall appoint the members and chairperson of the audit and compliance
committee, which shall be comprised of five members of the board who are
independent (as defined in this paragraph). The audit and compliance committee
chairperson shall be one of these five members. The board chairperson shall be
an ex-officio member of the audit and compliance committee who has the right,
but not the obligation, to participate and vote in the proceedings of the
committee, but is not counted in determining the number required for a quorum
unless fewer than three voting members of the audit and compliance committee
are present, in which case the chairperson may be counted for purposes of
establishing a quorum. In making appointments to the audit and compliance
committee, the chairperson of the board of trustees shall attempt to provide
for reasonable continuity such that annually the committee includes one or more
members who have had previous service on the audit and compliance
committee.
(c) Definition. "Independent" shall refer to a
person who, other than in his or her capacity as a member of the audit and
compliance committee, the board of trustees, or any other board
committee:
(i) Does not accept any
consulting, advisory, or other compensatory fee from the university, its
related entities, or its external auditor(s), unless consistent with the
requirements, limitations, and prohibitions of the Ohio ethics law;
and
(ii) Has not accepted
such compensation at any time in the year preceding the member's
appointment to the audit and compliance committee, unless consistent with the
requirements, limitations, and prohibitions of the Ohio ethics
law.
(d) Consultants. The audit and compliance committee may
obtain or may authorize university administrators to obtain legal counsel,
financial experts, or other expertise to advise the committee, or to assist in
the conduct of an investigation and may enlist the assistance of the
university's administrators and employees as needed.
(e) Review. The audit and compliance committee shall review
and reassess this rule as needed and recommend any proposed changes to the
board through its rules committee, including changes that it deems to be
necessary as a result of its work and/or new laws or regulations.
(f) Meetings. The audit and compliance committee shall meet
at least twice per year. The audit and compliance committee may ask university
administrators or others to attend its meetings and provide pertinent
information as necessary.
(g) Executive sessions. The audit and compliance committee
may conduct audit conferences as provided by law and may conduct executive
sessions as permitted by Ohio law.
(h) Responsibilities. The audit and compliance committee
shall:
(i) Chief audit
executive. Review and concur in the appointment, replacement, reassignment, or
dismissal of the chief audit executive, who shall have a dual reporting
responsibility and to the board through the audit and compliance committee for
functional matters and for administrative matters to the president through the
administrative reporting line then in effect.
The audit and compliance committee shall
follow the guidance of the "Institute of Internal Auditors " with
respect to the distinction between functional and administrative reporting and
shall develop and recommend for approval by the board of trustees for inclusion
in this rule, those circumstances in which the university chief audit executive
shall report directly to the audit and compliance committee of the board of
trustees, without prior or subsequent reporting to any institutional
officer.
(ii) Selection/retention
of outside auditors.
(a) Review the university
administrators' proposed selection for outside auditors and recommended to
the board for approval the recommend appointment of the outside auditors to be
engaged by the university, and which auditors shall report to the board through
the audit and compliance committee, establish the audit fees of the outside
auditors, and pre-approve any non-audit services provided by the outside
auditors before the services are rendered. In general, the In addition to audit
services, outside auditors may be engaged to provide non-audit services to the
extent that they are not auditing their own work, fulfilling the university
administrators' functions administration's role, or advocating
externally for the university.
(b) Audit function.
Review with the appropriate university administrators the outside auditors, and
the chief audit executive, the intended scope and plans for the audit, the
completeness of completeness of coverage, reduction of redundant efforts, and
the effective use of audit resources. Review as needed written communications
between the outside auditors and university administrators.
(c) Financial statements.
Review with university administrators and outside auditors the
university's audit report, including financial statements and footnotes,
including any difficulties experienced by the outside auditors in completing
the audit and any recommended changes to university practices or internal
controls arising from the audit.
(d) Duration of audit
partners. In consultation with university administrators, use best efforts to
ensure that the lead or concurring audit partner from the outside auditors
serves in such capacity for a period of responsible duration, consistent with
then best practices for non-profit entities.
(e) Evaluation of outside
auditors. In consultation with university administrators, review and evaluate
the performance of the outside auditors and review with the full board any
proposed discharge of the outside auditors.
(iii) Chief compliance
and risk officer. The chief compliance and risk officer shall work with the
chief audit executive and other university administrators to oversee university
risk management and compliance and shall report to the president through the
administrative reporting line then in effect.
(iv) Compliance and internal reviews.
(a) Risks. Inquire of
university administrators, the chief audit executive, the chief compliance and
risk officer, and the outside auditors about significant risks or exposures
facing the university; assess the steps university administrators have taken or
propose to take to minimize such risks to the university; direct the chief
audit executive or the chief compliance and risk officer and university
administrators, as appropriate, to investigate or review issues related to
university risk management and compliance.
(b) Coordinate as
necessary the delivery of reports on university compliance and risk management
issues by appropriate university administrators to the board.
(c) Controls. Review with
the chief compliance and risk officer, the chief audit executive, other
university administrators and the outside auditors, as applicable the adequacy
of the university's internal controls and any related recommendations.
(d) Laws and regulations.
Periodically review with the general counsel and, if applicable, the chief
compliance and risk officer, the chief audit executive, or other university
administrators any legal and regulatory matters that may materially impact
university programs, operations, or finances.
(e) Codes of conduct.
Periodically review with the chief compliance and risk officer, the chief audit
executive, or other university administrators, as applicable, the
university's conflict of interest, conflict of commitment, scholarly
misconduct, and ethical conduct policies and procedures for compliance with
applicable law and to ensure that such policies are current, easily accessible
and understandable, and widely communicated.
(f) Alerts. Periodically
review with university administrators the established procedures for the
receipt of information, anonymous or otherwise, the potential violation of
applicable laws and/or university conflict of interest and conflict of
commitment polices, and the process to investigate and address such issues, if
they were to occur.
(v) General. Perform such other functions as may be
required by law, the university of Akron board of trustees' bylaws, or the
university of Akron board of trustees.
(i) Reporting. The audit and compliance committee regularly
shall apprise the board of its activities and recommendations.
(6) The chairperson of the board and the
president of the university shall be ex-officio members of each standing
committee. Whereas the chairperson shall have power to vote, the president
shall be without power to vote. Questions involving assignments or duties of
committees of the board shall be decided by the chairperson.
(7) Between meetings of the board, the
board may request its standing committees to make recommendations within their
respective assigned areas of responsibility as they deem necessary and to
report any recommendations they make by virtue of this authority to the board
at a regular or special meeting for consideration by the board. Committees
shall not be empowered to act for the board; but committees may act or
recommend action, subject to approval or ratification by the board. It is the
purpose of this provision to establish that the board shall conduct its
business and take official action only at regular or special meetings of the
board as provided in these bylaws. Moreover, each individual committee shall
review periodically its charge and work with a view of keeping with best
practice.
(B) Special committees.
Special committees may be appointed by the
chairperson for such purposes as the board may, from time to time, authorize
and direct.
(C) Advisory committees.
Advisory committees may, from time to time, be
authorized by the board and appointed by the chairperson for permanent or
temporary service in a consultative or advisory capacity. Persons who are not
members of the board shall be eligible for membership thereon.
