Rule 3359-1-03 | Committees of the board.
(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.
Last updated May 1, 2023 at 8:37 AM
Supplemental Information