Board of Governors

The Board of Governors of Keyano College is established under the Post-secondary Learning Act (Statutes of Alberta, 2003 Chapter P-19.5).

Keyano College - Board of Governors

Shelley Powell - Chair

Board of Governors Chair Shelley Powell is the Senior Vice President of Oil Sands Operations for Suncor Energy. Ms. Powell has had several senior leadership roles with Suncor Energy, including Vice President of Commerce City refinery, Vice President of Operations Excellence and Technical Services, and Vice President of Oil Sands Transformation. Ms. Powell was the board chair for the Wood Buffalo Community Foundation, and was part of the Applied Research Chair Advisory Council for the Northern Alberta Institute of Technology.

Ms. Powell holds a Master of Science in finance and a Masters of Business Administration from the University of Michigan, and a Bachelor of Applied Science in chemical engineering from the University of Ottawa.

Dale Mountain - Interim President and CEO

Dale Mountain has a wealth of leadership and administrative experience in post-secondary education, oilsands, industrial construction, and provincial and Indigenous government.

Prior to joining Keyano College, Mountain served as both the Chief Financial Officer and Director of Finance and Administration at Portage College with responsibility for finance and administrative operations.

In his 10 years at Portage College, he contributed to the development and execution of strategic plans to position the College to both lead, and respond to the changing landscape of higher education in Alberta.

Mr. Mountain is a Chartered Professional Accountant and Certified General Accountant. During his career, he lived and worked in Fort McMurray for 12 years.

Kim Farwell - Public Member

Ms. Kim Farwell is the Manager of production planning, control, quality, and Picture of woman

extraction technical at Syncrude Canada Ltd. Ms. Farwell has had various leadership and technical roles at Syncrude. Ms. Farwell has served on the Association of Professional Engineers and Geoscientists of Alberta (APEGA) for several years, and has held the roles of President, Chair of the governance committee, and Chair of the strategic planning committee. She was also the Director of the Fort McMurray Chamber of Commerce. Ms. Farwell has won a number of awards, including Oilweek Magazine Rising Star and APEGA Early Accomplishment award. She holds an honours Bachelor of Arts Science in chemical engineering from the University of Waterloo, a certificate in oilsands technology from the University of Alberta, and a Masters of Business Administration from the University of Alberta, which she earned through distance learning with Keyano College.

Tyrone Brass - Public Member

A long-time resident of Fort McMurray, Tyrone Brass has harnessed the lessons learned growing up on Key Indian Reserve No. 368 in Saskatchewan and built a successful business and raised a family of four in the Wood Buffalo region.

Tyrone has served as an Executive Board member of NAABA, establishing and maintaining strong relationships with community leaders in our region. He has also spent time volunteering in elementary and junior high schools to share his life story and excite and educate students about the opportunities available in this region.

As a Journey Certified Instrument Tech and Electrician, his educational experience as an apprentice within the trades provides a unique guiding perspective on the Board of Governors as we plan program strategies to meet industry and community needs. As a graduate of Keyano College, he is a strong supporter of education and life-long learning and has been a champion of the College within our community.

Margaret Ziolecki - Public Member

Margaret Ziolecki

Margaret Ziolecki is the founder of Via Strategies Inc., a boutique consulting firm specializing in communications, stakeholder engagement and social performance. For more than 15 years, Margaret has worked with senior executive teams to maximize reputation building opportunities, while minimizing project risk. Passionate about creating a brand experience and propelling organizational performance, Margaret has extensive experience tailoring strategies and tactics to meet local, provincial, national, and global business goals.

Prior to starting her own business, Margaret was Senior Manager, Government and Public Affairs with the Fort McMurray Airport Authority. She previously held strategic level roles with Shell Canada, Suncor Energy and Alberta Health Services.

Margaret works with clients in aviation, oil and gas and the nonprofit sector. She is skilled at leading strategic communications and stakeholder relations for a variety of initiatives, including but not limited to: change management, operational excellence, sustainability, health, safety security and environment, major projects, commercial development, indigenous business development, emergency response management, and human resources.

Margaret has volunteered with many social-profit organizations in the region, including Habitat for Humanity Wood Buffalo where she served as Vice-Chair on the Board of Directors.

Margaret holds a Bachelor of Arts Degree in Communications Studies from the University of Windsor, Ontario and is a certified Prosci Change Management practitioner.

Joseph MacNeil - Public Member

Joe MacNeil is Senior Director, Operations with Worley. Mr. MacNeil has held several senior leadership roles during his career in the Oil Sands and has been an engaged Fort McMurray community leader for 30 years. He was a long-time member of the Northern Lights Health Foundation Board of Directors, serving multiple terms as Chair of the Board and has been inducted as an Honorary Board Member. Mr. MacNeil holds a Bachelor of Business Administration Degree from Cape Breton University and is a Master Electrician.

Christian Matte - Public Member

Picture of Board of Governor Chris Matte is Vice President of Technical Engineering services at Syncrude Canada Ltd. Mr. Matte has held various leadership and technical roles at Syncrude. He was also a district representative at Nalco Canada Corporation, and an applications engineer at Campbell Scientific Canada Corporation. Mr. Matte recently completed a more than two-year mandate on the board of ACFA régionale de Wood Buffalo. He is an active member of the community, and has volunteered with Fort McMurray Scouts, Norfort Gymnastics, and youth soccer. Mr. Matte holds a Bachelor Degree in Chemical Engineering from Laval University, and a Certificate in Strategic Leadership from the Sauder School of Business through the University of British Columbia.

Adele Thomson - Public Member

Adele Thomson is Manager of Surface Land and Stakeholder Relations, Mining for Canadian Natural Resources Limited. She is responsible for building the collaborative relationships with communities and stakeholders required to support their extensive mineable oil sands portfolio. In her role, she also works closely with Municipal, Provincial, and Federal governments in response to the dynamic policy landscape shaping the future of the energy industry in Canada.
Adele is a dedicated volunteer, supporting numerous causes that matter to her industry and the community. She has served on several boards and committees in Fort McMurray, serving two terms on the Board of the Keyano College Foundation and presently sits as a Director on the Northern Lights Health Foundation.
Ms. Thomson graduated from the University of Windsor with a Bachelor of Arts Degree in Psychology and obtained a Master of Arts Degree in Organizational Leadership from Gonzaga University.

Staci Millard - Public Member

Staci Millard is owner of the S. Millard Chartered Professional Accountant firm, focusing on small to mid-sized business and providing full service accounting and advisory support. Ms. Millard has served on several community and advisory boards, including serving as treasurer for the Fort McMurray Chamber of Commerce. Recent awards and nominations include the 2018 Female Entrepreneur of the Year for the Fort McMurray Chamber of Commerce, 2019 Emerging Entrepreneur award from Alberta Women Entrepreneurs, and nominee for the 2016 RBC Women of Influence award.

Ms. Millard holds a Bachelor of Applied Business Administration from the Northern Alberta Institute of Technology, and is a Certified General Accountant.

Nadine Rimmer - Faculty Representative

Dr. Rimmer is the Keyano College Faculty Association elected member to the Board of Governors in May 2017. She currently teaches nursing in the School of University Studies, Career Programs and Academic Upgrading.

Dr. Rimmer is a 1988 Nursing Diploma Graduate from Keyano College. She completed her BScN from the University of Alberta and a Master of Nursing from the University of Southern Queensland. Nadine just completed her Doctorate of Nursing Practice with distinction from Capella University in March 2017.

Dr. Rimmer currently resides in Fort McMurray.

Prasan Naik - Non-Academic Staff Representative

A key member of Keyano College’s Information Technology Systems department, Prasan Naik has been the college’s Application System Analyst since 2014, providing analytical and technical support and improving business processes for college departments. Prior to that, he served as a Financial System Administrator and as an instructor for Keyano College.

Naika Dunkley - Student member

Chioma Igbokei - Student Member

Board of Governors meetings

Our schedule for the 2020/2021 academic year.
(Please Note: dates are subject to change)

September 30, 2020

Agenda

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1 st Vice Chair), Chris Matte (2 nd Vice Chair), Kim Farwell,
Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik,
Chioma Igbokei, Naika Dunkley, Dale Mountain
Administration:
Tracy Boyde, Robert Lesage, Suzie Johnson, Fred Russell, Teena Francis (RS)

5:30 p.m.	1. Call to Order (S. Powell)
	2. Declarations (All) Declaration of Conflict of Interest Declaration of Fraud & Irregularities
	3. Adoption of Consent Agenda Executive Reports (Attached) Interim President & CEO VP Corporate Services & CFO VP Infrastructure & CIO VP Academics Executive Director, Human Resources Public Board of Governors Special Meeting Minutes of June 24, 2020 Finance & Audit Committee Meeting Minutes of June 17, 2020 MOTION: “That the Consent Agenda for the meeting of the Board of Governors be approved as presented / amended.”
	4. Adoption of Regular Agenda MOTION: “That the Regular Agenda for the meeting of the Board of Governors be approved as presented / amended.”

5:35 p.m.	5. KC Land Trust Corporation Discussion (All)
5:45 p.m.	6. 2021 – 2023 Budget Projections (D. Mountain/R. LeSage) MOTION: “That the Finance & Audit Committee recommends the Keyano College Board of Governors approve the 2020 – 2023 Budget Projections as presented / amended.”
6:00 p.m.	7. Briefing Note: Financial & Operational Stewardship Update (D. Mountain/R. LeSage)
6:10 p.m.	8. SAKC June 30, 2019 – Audited Financial Statements (C. Igbokei)
6:15 p.m.	9. Briefing Note: ACAC Approved Athletic Program Update (D. Mountain/F. Russell)
6:20 p.m.	10. Briefing Note: Overland Flood Insurance (T. Boyde)
6:35 p.m.	11. In-Camera Discussion MOTION: “That the Board of Governors move in-camera.”
	12. Conclude In-Camera MOTION: “That the Board of Governor conclude the in-camera discussion.”
7:00 p.m.	13. Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”

Conference Dial In:

+1 647-749-9376 Canada, Toronto (Toll)
Conference ID: 184 545 416#

Minutes

October 28

Agenda

Please be advised this meeting will be conducted via Teams.

Distribution

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1^st Vice Chair), Chris Matte (2^nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Chioma Igbokei, Naika Dunkley, Dale Mountain

Administration:

Tracy Boyde, Robert Lesage, Suzie Johnson, Fred Russell, Teena Francis (RS)

5:30 p.m.	1. Call to Order (S. Powell)
	2. Declarations (All) Declaration of Conflict of Interest Declaration of Fraud & Irregularities
	3. Adoption of Consent Agenda Executive Reports (Attached) Interim President & CEO VP Corporate Services & CFO VP Infrastructure & CIO VP Academics Executive Director, Human Resources Public Board of Governors Meeting Minutes of September 30, 2020 Finance & Audit Committee Meeting Minutes of September 9, 2020 Governance & HR Committee Meeting Minutes of September 9, 2020 Motion: “That the Consent Agenda for the meeting of the Board of Governors be approved as presented / amended.”
	4. Adoption of Regular Agenda Motion: “That the Regular Agenda for the meeting of the Board of Governors be approved as presented / amended.”
5:40 p.m.	5. KC Land Trust Corporation Update (D. Mountain)
5:50 p.m.	6. Keyano College Audited Consolidated Financial Statements for Year Ending June 30, 2020 (R. LeSage) Motion: “THAT the Keyano College Board of Governors accept and approve the Keyano College Audited Consolidated Financial Statements for year ending June 30, 2020.”
6:05 p.m.	7. Audit Exit Conference for Year Ending June 30, 2020 (R. LeSage) Motion: “THAT the Audit Exit Report, prepared by the Office of the Auditor General and MNP for the year ending June 30, 2020 be received for information.”
6:15 p.m.	8. In-Camera Discussion Motion: “That the Board of Governors move in-camera.” PCBO Update (S. Johnson) President Recruitment (S. Powell)
	9. Conclude In-Camera Motion: “That the Board of Governor conclude the in-camera discussion.”
7:00 p.m.	10. Adjournment Motion: “That the meeting of the Board of Governors be adjourned.”

Conference Dial In:

+1 647-749-9376 Canada, Toronto (Toll)

Conference ID: 184 545 416#

Minutes

November25
January 27
February 24
March 31
April 28
May 26
June 30

Our schedule for the 2019-2020 academic year is:
(Please Note: dates are subject to change)

May 13, 2020

Agenda

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Dale Mountain

Administration:

Tracy Boyde, Suzie Johnson, Fred Russell, Teena Francis (RS)

Guests:

Susie Bowles, Office of the Registrar

5:30 p.m.	1. Call to Order & Introductions (S. Powell)
	2. Declarations (All) Declaration of Conflict of Interest Declaration of Fraud & Irregularities
	3. Adoption of Consent Agenda Executive Reports (Attached) President/CEO VP Infrastructure/CIO VP Academics Executive Director, Human Resources Meeting Minutes of April 16, 2020 *MOTION:* “THAT the Consent Agenda for the meeting of the Board of Governors be approved as presented/ mended.”
	4. Adoption of Regular Agenda *MOTION:* “THAT the Regular Agenda of the Board of Governors be approval as presented/amended.”
5:40 p.m.	5. Question Period
5:55 p.m.	6. Financial Stewardship (D. Mountain)
6:20 p.m.	7. Program Suspensions (D. Mountain) Briefing Note/Recommendation
6:45 p.m.	8. Board Committee Representation (S. Powell) *MOTION:* “THAT the Board of Governors accept the nomination and appoint Adele Thomson to the Governance & HR Committee.”
6:50 p.m.	9. Interim President’s Comments (D. Mountain)
6:55 p.m.	10. Chair’s Comments (S. Powell)
	11. Correspondence (All) No correspondence received
7:00 p.m.	12. Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”

Audio Conferencing for Microsoft Teams:

Conference Phone Number: +1 (647) 749-9376

Conference ID: 851 984 400#

Minutes

Attendance Via Conference

Board of Governors:

Shelley Powell, Chair

Tyrone Brass, 1st Vice Chair

Christian Matte, 2nd Vice Chair

Joe MacNeil, Public Member

Margaret Ziolecki, Public Member

Kim Farwell, Public Member

Staci Millard, Public Member

Adele Thomson, Public Member

Nadine Rimmer, Academic Staff

Prasan Naik, Non-academic Staff

Tyshaine Page, Student Association Representative

Britainea Young, Student

Administration:

Dale Mountain, Interim President & CEO

Tracy Boyde, Vice President Infrastructure & CIO

Fred Russell, Vice President Academic

Suzie Johnson, Executive Director – Human Resources

Teena Francis, Executive Assistant (RS)

1. Call to Order & Introductions

S. Powell, Board Chair called the Public Meeting of the Board of Governors to order at 5:31 p.m.

2. Declarations

 Declaration of Conflict of Interest – Nothing to report.

 Declaration of Fraud & Irregularities – Nothing to report.

3. Adoption of Consent Agenda

Moved by J. MacNeil and seconded by K. Farwell that, the Consent Agenda for the Board of Governors Public Meeting be accepted as presented.

MOTION CARRIED

4. Adoption of Regular Agenda

Moved by J. MacNeil and seconded by M. Ziolecki that the Regular Agenda for the Board of Governors Public Meeting be approved as presented.

MOTION CARRIED

5. Question Period

There were no questions submitted for Question Period.

6. Financial Stewardship

Administration advised the Finance & Audit Committee Meeting was cancelled due to the flood. The College now has connectivity to the servers and another meeting will be scheduled so that the Q3 March 2020 Financials can be properly vetted. The Q3 results indicate the College is running a deficit of 1.3M; this does not include any accruals for COLA grant agreement. The College has received the COLA Agreement for 2019/2020. COVID-19 has impacted the budget significantly. The Restructuring Plan has also been delayed as a result of the flood. Prior to the flood, the College was working towards a break even budget for June 30, 2020, however the College will now be incurring an “in-year” deficit.

After the 1M insurance deductible and all costs related to the restoration being direct billed to the contractors, the College will have a deficit in excess of 1.5M. Administration will work towards having revenues and expenditures posted for May and continue to monitor for the Q4. Administration will develop an outlook plan in consultation with the Finance & Audit Committee.

Administration agreed to draft a letter to the Minister of Advanced Education on behalf of the Board Chair to advise of the in-year deficit. The letter will be vetted through the Finance & Audit Committee.

7. Program Suspensions

Administration provided an overview of the recommendation going forward with respect to program suspensions. One amendment to the recommendation was that the Aboriginal Entrepreneurship Certificate is not being terminated, just suspended at this time.

Moved by J. MacNeil and seconded by A. Thomson that, the Board of Governors approve the suspension of the Aboriginal Entrepreneurship Certificate, Art and Design Certificate and Health Care Aid Certificate for the 2020/2021 academic year.

MOTION CARRIED

Administration received permission to use the Board Chair’s electronic signature for this motion.

8. Board Committee Representation

Moved by J. MacNeil and seconded by M. Ziolecki that the Board of Governors accept the nomination and appoint A. Thomson to the Governance & HR Committee.

MOTION CARRIED

S. Powell, Board Chair thanked T. Page and B. Young for their commitment and service to the Board of Governors. Their last meeting will be June 10, 2020. The Student Association has nominated two students, and a letter will be forwarded to the Minister to reflect the student nominations.

9. Interim President’s Comments

D. Mountain expressed his thanks and gratitude to the Board of Governors for the appointment. A number of introductory meetings have already taken place with Ministry Officials. The Executive Team has met to devise a plan going forward. There are many challenges ahead, and D. Mountain shared he is confident in the Executive Team and is looking forward to working on behalf of the Board of Governors.

10. Chair’s Comments

S. Powell, Board Chair thanked D. Mountain on behalf of the Board of Governors for accepting the role of Interim President & CEO, commenting the Board of Governors has full confidence in his ability to lead the College forward.

S. Powell also shared a future meeting will be scheduled with the Vice Chairs of the Board of Governors and Chairs of the Board Committees to have dialogue on a path forward as it relates to maintaining stability and dealing with the immediate issues before the College. Information will be shared following the meeting.

As you are aware, the Minister of Advanced Education announced his intent to complete a full review of the Post-Secondary Institution Framework. Two meetings with the Northern Institutes Chairs have already be held. This review is in the early stages, and conversations are continuing. As information is received, we will continue to share.

11. Correspondence

No correspondence has been received for this period.

12. Adjournment

Moved by J. MacNeil and seconded by C. Matte that the Board of Governors Public Meeting be adjourned at 6:02. p.m.

MOTION CARRIED

September 19, 2019

Agenda

Distribution:

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass, Matthew Creighton, Kim Farwell, Joe MacNeil, Chris Matte, Staci Millard, Margaret Ziolecki, Nadine Rimmer (KCFA), Prasan Naik (CUPE), Tyshaine Page (SAKC), Britainea Young (SAKC), Trent Keough

Staff: Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Joanne Duthie (RS)

4:00 p.m.	1 Call to Order & Round-table Introductions (S. Powell / T. Keough) 1.1 Order In Council – 147-2019 1.2 Order In Council – 157-2019 1.3 Board of Governors Roster
4:05 p.m.	2 Opening Remarks (S. Powell / T. Keough)
4:10 p.m.	3 Adoption of Agenda *MOTION:* “THAT the agenda for the Orientation Meeting of the Board of Governors be approved as presented / amended.”	MOTION
4:12 p.m.	4 Declarations 4.1 Declaration of Conflict of Interest 4.2 Declaration of Fraud & Irregularities 4.3 Key Management Personnel Declarations
4:15 p.m.	5 Vice President Finance & Administration & CFO (D. Mountain) 5.1 Departmental Overview
4:40 p.m.	6 Vice President Infrastructure & CIO (T. Boyde) 6.1 Departmental Overview
5:00 p.m. 30 Minute Recess
5:30 p.m.	7 VP Academic (F. Russell) 7.1 Departmental Overview
6:00 p.m.	8 Executive Director Human Resources (S. Johnson) 8.1 Departmental Overview

6:20 p.m.

9 President & CEO (T. Keough)

9.1 Board Operations & Corporate Board Responsibilities

9.2 Appointments – 1^st and 2^nd Vice Chair, Board of Governors

9.3 Appointments – Chair & Vice Chair, Governance & HR Committee

MOTION: 2019-20 – 0XX

6:45 p.m.

10 Closing Remarks (S. Powell / T. Keough)

7:00 p.m.

11 Adjournment

MOTION: “THAT the Orientation Meeting of the Board of Governors be adjourned.”

MOTION

Minutes

In-Person Attendees: Shelley Powell (Chair), Chris Matte, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Tyshaine Page, Britainea Young, Trent Keough

Teleconference Attendees: N/A

Regrets: Tyrone Brass, Matthew Creighton, Kim Farwell, Joe MacNeil, Staci Millard, Prasan Naik, Fred Russell

Staff: Suzie Johnson, Dale Mountain, Tracy Boyde, Peggy Baldwin (Recording Secretary)

Guests: N/A

1. Call to Order & Introductions

The meeting was called to order at 4:04 p.m. Round table introductions were completed.

2. Opening Remarks (S. Powell)

S. Powell welcomed everyone to the Orientation and thanked them for taking the opportunity to be a part of the Keyano College Board of Governors. Members of the Board were encouraged to take the time to engage with Faculty, Staff and Students. Members were reminded to be respectful of the past and previous decisions, and to move forward with an open mind and a willingness to lead the College towards a positive and sustainable future.

3. Adoption of the Agenda

The agenda was presented for review.

MOTION: “That the agenda for the Board Orientation meeting be adopted as presented.”

Moved: K. Farwell

Seconded: T. Page

Carried

4. Declarations (All)

4.1. Declaration of Conflict of Interest

Board members were provided with copies of the Acknowledgement and Undertaking Regarding Confidentiality and Conflict of Interest for review and signing. Members were asked to return them to the Board Secretary by October 13, 2019.

4.2. Declaration of Fraud & Irregularities

None were declared.

4.3. Key Management Personnel Declarations)

Board members were provided with copies of the Related Party Transaction Forms for review and signing. This document is related to the Public Sector Accounting Standards and forms part of our yearly audit. Members were asked to return them to the Board Secretary by October 13, 2019.

5. Vice President Finance & Administration and CFO (D. Mountain)

D. Mountain provided an overview of his portfolio. A copy of the presentation was filed with the agenda package for future reference.

6. Vice President Infrastructure and CIO (T. Boyde)

T. Boyde provided an overview of his portfolio. A copy of the presentation was filed with the agenda package for future reference.

7. Vice President Academic (F. Russell)

As F. Russell was out of town, T. Keough provided an overview of the Academic portfolio on his behalf. A copy of the presentation was filed with the agenda package for future reference.

8. Executive Director Human Resources (S. Johnson)

S. Johnson provided an overview of her portfolio. A copy of the presentation was filed with the agenda package for future reference.

9. President & CEO (T. Keough)

9.1 Board Operations and Corporate Board Responsibilities

T. Keough provided an overview of the “Board Operations and Corporate Board Responsibilities” document that was included in the agenda package and provided for information.

9.2 Appointments – 1^st and 2^nd Vice Chair, Board of Governors

Deferred

9.3 Appointments – Chair and Vice Chair, Governance & HR Committee

Deferred

10. Closing Remarks

Thanks to the Executive Team for the overviews of their areas. The information was greatly appreciated, and the Board looks forward to working together in the future.

11. Adjournment

With no further business, the Committee of the Whole meeting of the Board of Governors adjourned at 7:05 p.m.

October 15, 2019

Agenda

Distribution:

Board of Governors Members:

Staff: Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Peggy Baldwin (RS)

5:45 p.m.	1 Call to Order & Introductions

5:50 p.m.		2 Declarations of conflict of Interest 2.1 Signing of acknowledgement & Undertaking as Necessary 2.2 Submission of Key Management Personnel Related Parties and Conflict of Interest Forms

5:55 p.m.	3 Adoption of Agenda *MOTION:* “THAT the agenda for the meeting of the Board of Governors be approved as presented / amended.”		MOTION
6:00 p.m.	4 Approval of Minutes 4.1 Minutes of September 19^th (Unavailable at this time)
6:05 p.m.	5 College Entities (T. Keough) 5.1 Foundation update 5.2 Land Trust update
6:15 p.m.	6 Board of Governors Sub-Committees (All) 6.1 Committee Membership (Attached) 6.2 Committee Terms of Reference (Attached) 6.3 Committee Appointments
6:30 p.m. 6:45 p.m.	7 Comprehensive Institutional Plan (T. Keough, F. Russell) 7.1 Updated draft 2019-2022 CIP (Attachment To Follow) 8 Finance & Audit Committee (M. Creighton) 8.1 Sub-committee update 8.2 Keyano Foundation Audited Financial Statements June 30, 2019 (Attached)
6:50 p.m.	9 Executive Office 9.1 President & CEO Report (T. Keough) 9.2 Cyber-Security Update (T. Boyde)
6:55p.m.	10 Board Chair Updates (S. Powell)
7:00 p.m.	11 Information / Other / Key Dates November 2^nd – Keyano College Gala November 13^th – BOG Meeting November 26^th – Student Awards December 11^th – BOG Meeting/Board Cheer
7:00 p.m.	12 Adjournment			MOTION

Minutes

In-Person Attendees: Shelley Powell (Chair), Tyrone Brass, Matthew Creighton, Kim Farwell, Joe MacNeil, Chris Matte, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Trent Keough

Staff: Suzie Johnson, Dale Mountain, Frederick Russell, Tracy Boyde, Peggy Baldwin (Recording Secretary)

1. Call to Order & Introductions

The meeting was called to order at 5:49 p.m.

2. Conflict of Interest

2.1. Declaration of Conflict of Interest

None were declared.

2.2. Declaration of Fraud & Irregularities

None were declared

3. Adoption of Agenda (All)

The following amendment was made to the agenda that was included with the original package:

6.3.1 Committee Appointments
6.3.2 Chair & Vice Chair – Governance & HR Committee
6.3.3 1^st Vice Chair & 2^nd Vice Chair – Board of Governors

MOTION: “THAT the Public Agenda be approved as amended.”

Moved: K. Farwell

Seconded: T. Page

Carried

4. Approval of Minutes

4.1. Draft Minutes

The Minutes of the September 19, 2019 meeting were unavailable for review and approval and will presented on November 13, 2019.

5. College Entities (T. Keough)

5.1. Keyano College Foundation

Administration is currently working to put the Foundation’s Board of Directors back in place. Several community members expressed an interest in joining the Board, and will be contacted in the coming weeks. A date for an AGM will be set where a new Terms of Reference will be presented. In the past, the Chair of the Board of Governors has been an ex-officio member. However, guidelines are set by AGLC and the College will ensure that Board of Governors representation falls within those guidelines.

5.2. Keyano College Land Trust Corporation (T. Keough)

The governance review that has been underway with the KCLTC is almost complete. New governance documents have been drafted and the existing MOU will be revised based on those. A complete package will be presented to the Board when appropriate. Going forward, the KCLTC will be required to have its own administrative services to ensure they are arms-length from the College. The development of a new business case for the Trust will be a priority and will be presented to the Board at a future date.

6. Board of Governors Sub Committees (All)

6.1. Committee Membership

The current committee structure and membership was provided for information.

6.2. Committee Terms of Reference

The current Terms of Reference for the Finance & Audit Committee and the Governance & HR Committee were provided for information.

6.3 Committee Appointments

6.3.1 Committee Appointments

Following a brief discussion regarding areas of interest with respect to Finance & Audit and/or Governance & HR, the following motion was tabled:

OMNIBUS MOTION: “THAT the following members of the Board of Governors be appointed to the Finance & Audit Committee:

Staci Millard, and
Kim Farwell

THAT the following members of the Board of Governors be appointed to the Governance & HR Committee:

Margaret Ziolecki
Joe MacNeil
Tyshaine Page, and
Britainea Young.”

Moved: S. Millard

Seconded: C. Matte

Carried

6.3.1 Chair & Vice Chair – Governance & HR Committee

Following a brief discussion, the following motion was tabled:

MOTION: “THAT the Board of Governors approve the following appointments to the Governance & HR Committee:

Joe MacNeil be appointed as Chair of the Governance & HR Committee until such time as his term on the Board of Governors expires; and
Margaret Ziolecki be appointed as Vice Chair of the Governance & HR Committee until such time as her term on the Board of Governors expires.”

Moved: N. Rimmer

Seconded: M. Creighton

Carried

6.3.1 1^st Vice Chair & 2^nd Vice Chair – Board of Governors

Following a brief discussion, the following motion was tabled:

MOTION: “THAT the Board of Governors approve the following appointments:

Tyrone Brass be appointed as 1^st Vice Chair of the Board of Governors until such time as his term on the Board expires; and
Chris Matte be appointed as 2^nd Vice Chair of the Board of Governors until such time as his term on the Board expires.”

Moved: P. Naik

Seconded: S. Millard

Carried

7. Comprehensive Institutional Plan (T. Keough / F. Russell)

7.1. Updated DRAFT 2019 – 2022 CIP

The draft CIP was shared previously with existing and new Board members, and is now in the final stages of completion. The Financials will be added when complete, which is likely to be mid-December. Board members will be asked to take a final look at the document and provide feedback based on the date included with the distribution. The CIP is due to be submitted to the GOA by December 31, 2019, but will likely be delayed based on the inclusion of the approved financials. Administration will reach out to the Minister’s office to request an extension.

8. Finance & Audit Committee (M. Creighton)

8.1. Sub Committee Update

M. Creighton provided an overview of the meeting that took place on October 9, 2019. The following items were discussed:

Committee membership and the existing Terms of Reference.
The 2019 Audited Financial Statements for the Keyano Foundation
Audit recommendations regarding legislative compliance and accuracy
The KCLTC and issues of classification
Infrastructure and IT requirements
Status of the Finance Department
2019/2020 Keyano College Budget

8.2. Keyano Foundation Audited Financial Statements June 30, 2019

The audited financial statements for the Keyano Foundation for year ending June 30, 2019 were presented to the Board of Governors for information.

MOTION: “That the Board of Governors accept the Keyano Foundation’s Audited Financial Statements to June 30, 2019 for information.”

Moved: S. Millard

Seconded: M. Ziolecki

Carried

9. Executive Office

9.1. President & CEO Report (T. Keough)

Following a request from the Board, research was conducted into the Board of Governors Awards of Excellence. The endowment was not properly established to be sustainable. The endowment, the distribution of the awards and the ongoing practice of donating the honourarium has not been brought forward for discussion for several years. It was agreed that best practice would be to review this item on an annual basis.

ACTION: P. Baldwin to add to a future agenda for an in-camera discussion of the Board.

9.2. Cyber Security Update (T. Boyde)

T. Boyde provided an overview of a security incident that occurred on September 25, 2019. A staff member discovered they had access to a folder that they should not have. IT determined that it was a configuration issue. Administration sought legal advice and engaged a forensic IT team. An investigation was initiated.

It is believed that the error was made by accident and there was no malicious intent. Staff were reminded that they are obligated to keep all information confidential, and they were asked to self-identify if they viewed information that they should not have.

In the coming months, Administration will be conducting a full risk analysis of IT systems and processes. This will be included on the Corporate Risk Register, but may also be broken out to form a separate and detailed IT risk register once all the information has been compiled.

Items to consider:

Compliance Certificates
Reporting Structures and Timelines / Deadlines
Administrative Calendars / Oversight

10. Board Chair Updates (S. Powell)

Board Chairs and Presidents have been invited to a meeting with the Minister on November 1, 2019.
Kudos to the Finance Team for completing the Consolidated Financial by the deadline.
Many thanks to those members who put their names forward to fill the vacant committee positions.

11. Information / Other

Key dates for upcoming events were provided for information.

12. Adjournment

With no further business, the meeting of the Board of Governors adjourned at 6:52 p.m.

MOTION: “THAT the meeting of the Board of Governors be adjourned.”

Moved: N. Rimmer

Seconded: M. Creighton

Carried

November 13, 2019

Agenda

Distribution:

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1^st Vice Chair), Chris Matte (2^nd Vice Chair), Matthew Creighton, Kim Farwell, Joe MacNeil, Staci Millard, Margaret Ziolecki, Nadine Rimmer (KCFA), Prasan Naik (CUPE), Tyshaine Page (SAKC), Britainea Young (SAKC), Trent Keough

Staff: Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Teena Francis, Peggy Baldwin (RS)

5:30 p.m.	1 Call to Order & Introductions (S. Powell)
5:35 p.m.	2 Declarations & Standing Agenda Items (All) 2.1 Declaration of Conflict of Interest 2.2 Declaration of Fraud & Irregularities
5:40 p.m.	3 Adoption of Agenda *MOTION:* “THAT the agenda for the meeting of the Board of Governors be approved as presented / amended.”	MOTION
5:45 p.m.	4 Approval of Minutes 4.1 July 11, 2019 4.2 September 19, 2019 4.3 October 15, 2019 *MOTION:* “THAT the minutes for the meeting of the Board of Governors held on July 11, 2019, be received as information; and that the minutes for the Board of Governors meetings held on September 19, 2019, and October 15, 2019, be approved as presented / amended.”	MOTION
5:50 p.m.	5 Standing Agenda Items 5.1 Cyber Security Update (T. Boyde) 5.2 Legislative Compliance Update (D. Mountain) 5.3 Risk Register (T. Keough)
5:55 p.m.	6 College Entities – Verbal Update (T. Keough) 6.1 Keyano Foundation 6.2 Keyano College Land Trust Corporation
6:05 p.m.	7 Academic Council Program Updates (F. Russell) 7.1 English for Academic Purposes 7.2 Business Aviation 7.3 Process Operations Suspension	MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX
6:20 p.m.	8 Executive Office 8.1 ED Human Resources (S. Johnson) 8.2 VP Academic (F. Russell) 8.3 VP Infrastructure & CIO (T. Boyde) 8.4 VP Corporate Service & CFO (D. Mountain) 2019/2020 Keyano College Budget Update 8.5 President & CEO Report (T. Keough) 2017/2018 Keyano College Annual Report 2018/2019 Keyano College Annual Report 2019/20 – 2021/22 Comprehensive Institutional Plan
6:45 p.m.	9 Negotiation Mandate (S. Powell) MOTION: “That the Committee of the Whole and Board of Governors has issued a negotiation mandate to administration.”	MOTION
6:50 p.m.	10 Board Chair Updates (S. Powell)
6:55 p.m.	11 Information / Other / Key Dates 11.1 Sub-Committee Membership List 11.2 Board Governance of Publicly Funded PSI’s in Alberta (Attached) 11.3 Key Dates November 14, 2019 – Minister Nicolaides Visit November 26, 2019 – Student Awards November 28, 2019 – Employee Recognition December 11, 2019 – BOG Meeting/Board Cheer
7:00 p.m.	12 Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”	MOTION

Minutes

In-Person Attendees: Tyrone Brass, Kim Farwell, Joe MacNeil, Chris Matte, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Trent Keough

Videoconference / Teleconference Attendees: Shelley Powell (Chair), Matthew Creighton

Regrets: N/A

Staff: Suzie Johnson, Dale Mountain, Frederick Russell, Tracy Boyde, Peggy Baldwin (Recording Secretary)

Guests: Vincella Thompson, Kerry Ferguson, Nermin Zukic, Susie Bowles, Sandra Efu, Laura Herwick, Vignesh Rajasekar (Fort McMurray Aviation)

1. Call to Order & Introductions

The meeting was called to order at 5:29 p.m.

2. Conflict of Interest

2.1. Declaration of Conflict of Interest

None were declared.

2.2. Declaration of Fraud & Irregularities

None were declared

3. Adoption of Agenda (S. Powell)

The agenda for the public meeting of the Board of Governors was presented for review and approval and the following amendment was requested:

Add: “Agenda Item 9.0: Negotiating Mandate” and adjust numbering accordingly.

MOTION: “THAT the Public Agenda be approved as amended.”

Moved: J. MacNeil

Seconded: T. Page

Carried

4. Approval of Minutes (S. Powell)

4.1. Draft Minutes

The Minutes of the following meetings of the Board of Governors were presented;

4.1 (a) July 11, 2019

MOTION: THAT the minutes for the meeting of the Board of Governors held on July 11, 2019 be received for information.

Moved: M. Creighton

Seconded: N. Rimmer

Carried

4.1 (b) September 19, 2019

MOTION: THAT the minutes for the meeting of the Board of Governors held on September 19, 2019 be approved as presented.

Moved: M. Creighton

Seconded: N. Rimmer

Carried

4.1 (c) October 15, 2019

MOTION: THAT the minutes for the meeting of the Board of Governors held on October 15, 2019 be approved as presented.

Moved: T. Page

Seconded: M. Ziolecki

Abstained: M. Creighton

Carried

5. Standing Agenda Items – To Follow As a Regular Standing Agenda Item When Available

5.1. Cyber Security Update (T. Boyde)

5.2. Legislative Compliance Update (D. Mountain)

5.3. Risk Register (T. Keough)

6. College Entities – Verbal Updates (Deferred)

6.1. Keyano Foundation

6.2. Keyano College Land Trust Corporation

7. Academic Council Program Updates (F. Russell)

7.1. English for Academic Purposes

The English for Academic Purposes program will assist students who require English language upgrading to further their academic pursuits. Graduates of this program will be prepared for progression into post-secondary education; develop English language competency in reading, writing, listening and speaking for academic purposes; and acquire academic processes to support student success at the post secondary level. Subsequent to a brief discussion, the following motion was tabled:

MOTION: “THAT the Board of Governors approve the creation of an English for Academic Purposes (EAP) program with the specialization name of English for Academic Purposes (EAP) for submission through PAPRS to Advanced Education for formal approval.”

Moved: S. Millard

Seconded: C. Matte

Carried

7.2. Business Aviation

The Business Aviation program would provide an opportunity for students to pursue a Business Aviation Diploma with a specialization in one of two key areas; Northern Flight Operations or Airline Operations. The two-year diploma program will provide students with business knowledge along with aviation training which is compliant with Transport Canada standards. This new 62-credit program will consist of twelve aviation courses and eight business courses, and will be delivered in partnership with Fort McMurray Aviation. It is projected to attract up to 24 students in years one and two.

NOTE: K. Farwell joined the meeting at 5:53 p.m.

M. Ziolecki recommended that the College follow-up with representatives from the Airport to ensure that students are prepared from a business perspective for labour market readiness, especially as it relates to airport management. One option could be for a 3rd year applied degree that could lead to additional studies in aviation management. Subsequent to a brief discussion, the following motion was tabled:

MOTION: “THAT the Board of Governors approve the creation of a Business Aviation Diploma program with a specialization in Northern Aviation Operations and a specialization in Airline Operations for submission through PAPRS to Advanced Education for formal approval.”

Moved: S. Millard

Seconded: C. Matte

Carried

7.3. Process Operator Suspension

Following consultation with the Program Advisory Committee and a thorough review through Academic Council, it was agreed that due to a decline in demand to hire Process Operators as well a decrease in applications and enrolment for the program, the Process Operator program should be recommended for suspension.

Subsequent to a brief discussion with representatives from both Academic Council and Trades who were in the audience, the following motion was tabled:

MOTION: “THAT the Board of Governors approve the request for Administration to move forward through PAPRS with the suspension of the Process Operations Co-op program for formal approval by Advanced Education.”

Moved: T. Brass

Seconded: M. Ziolecki

Carried

8. Executive Office

8.1. Executive Director Human Resources (S. Johnson)

The following overview was provided:

· Bargaining with both CUPE and KCFA is ongoing.

· The salary restraint that was set to expire on September 20, 2019 was extended for an additional 3 months. Administrative salaries have been frozen since 2016.

· Amendments to Bill 21 would lift the ban on replacement workers in the event of labour action.

· Several grievances are currently outstanding and in process.

· Keyano Development Day was a huge success with over 87% of survey responders indicating their overall satisfaction. Sessions were hosted by 35 internal college employees.

· Situational Leadership Training occurred in October for 47 members of College management.

· Code of Conduct and Safe Disclosure information sessions were held for staff.

· Lockdown Procedure training was held in October.

· Circles are being held regularly for faculty and staff.

8.2. Vice President Academic (F. Russell)

Final versions of the 2017-18 Annual Report and the 2019-20 – 2021-22 Comprehensive Institutional Plan will be finalized for presentation at the December meeting of the Board.

8.3. Vice President Infrastructure / CIO (T. Boyde)

The following overview was provided:

· An electrical report was commissioned to look at overall electrical compliance within the College’s infrastructure. PCL has completed its initial review, and the final report will be provided in December. Immediate life safety issues were addressed as they were identified.

· Work on the fence at Riedel will be complete in the coming weeks.

· IMP Funding was frozen for fiscal 2019/20 so projects earmarked for this and future years will be prioritized.

· A Phase 1 environmental assessment was completed by the Land Trust. A more in-depth assessment will be scheduled for the new year.

· A workshop with staff on data governance was completed as part of the Data Management Framework.

· Administration received a request for additional information related to the IT data breech that occurred. A formal report will be provided to the Board when received from the forensic auditor.

8.4. Vice President Corporate Services / CFO (D. Mountain)

The following overview was provided:

· The Alberta Budget 2019 resulted in several impacts to Keyano’s Campus AB Grant including a 2.2% reduction in operational funding. IMP funding was frozen for the current fiscal year; however, the College had $4.4M of deferred maintenance which will be used in the current year.

· AIT reduced apprenticeship seat funding by 5%.

· The year end for fiscal 2019 is going very well. It is expected that the OAG will schedule the Audit Exit on November 27, 2019. If so, the consolidated financial statements will be presented on December 11, 2019. It is anticipated that the accuracy will improve this year.

· KCLTC year-end is nearing completion. A meeting has been scheduled for November 20, 2019.

· The business interruption insurance claim was settled at $1.5M.

· The final holdback payment for SIF funding was received.

Note: T. Keough highlighted the excellent work that D. Mountain and the Finance team did to bring the College closer to a positive outcome with the Office of the Auditor General.

8.5. President & CEO Report (T. Keough)

No new items were presented.

9. Negotiation Mandate (S. Johnson)

An in-camera discussion was held during the Committee of the Whole meeting with respect to the KCFA Wage Reopener as well as CUPE bargaining. For the formal record of the Board, the following motion was approved:

MOTION: “That Administration proceed with negotiations / bargaining as mandated by the Board of Governors during the Committee of the Whole meeting on November 13, 2019.”

Moved: T. Brass

Seconded: C. Matte

Abstained: N. Rimmer / P. Naik / T. Keough

Carried

10. Board Chair Updates (S. Powell)

· The Board Chair recognized the hard work that went into the Gala, and extended thanks to those who contributed to making it a great event.

· Board members were asked to give some thought as to how they would like to see the strategy session take place / topics for discussion etc.

· It will be important to have voices of support at the RMWB Council Meeting on November 27, 2019 when Administration presents on the grant for the Art Gallery funding. The College is a community access point as well as a post-secondary institution. Unless we have a program cluster that supports the Arts, the College won’t be in a position to maintain the Theatre.

11. Information / Other

Key dates for upcoming events were provided for information.

12. Adjournment

With no further business, the meeting of the Board of Governors adjourned at 7:02 p.m.

MOTION: “THAT the meeting of the Board of Governors be adjourned.”

Moved: S. Millard

Seconded: J. MacNeil

Carried

December 11, 2019

Distribution:

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Matthew Creighton, Kim Farwell, Joe MacNeil, Staci Millard, Margaret Ziolecki, Nadine Rimmer (KCFA), Prasan Naik (CUPE), Tyshaine Page (SAKC), Britainea Young (SAKC), Trent Keough

Staff: Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Teena Francis, Peggy Baldwin (RS)

Location: Syncrude Sport and Wellness Centre – Kinesiology Room

5:30 p.m.	1 Call to Order & Introductions (S. Powell)
5:35 p.m.	2 Declarations & Standing Agenda Items (All) 2.1 Declaration of Conflict of Interest 2.2 Declaration of Fraud & Irregularities
5:40 p.m.	3 Adoption of Agenda MOTION: “THAT the agenda for the meeting of the Board of Governors be approved as presented / amended.”	MOTION
5:45 p.m.	4 Approval of Minutes 4.1 November 13, 2019 MOTION: “THAT the minutes for the meeting of the Board of Governors held on November 13, 2019, be approved as presented / amended.”	MOTION
5:50 p.m.	5 Standing Agenda Items 5.1 Cyber Security Update (T. Boyde) 5.2 Legislative Compliance Update (D. Mountain) 5.3 Risk Register (T. Keough) 5.4 Quarterly Financial Reviews (D. Mountain)
5:55 p.m.	6 College Entities – Verbal Update (T. Keough) 6.1 Keyano Foundation 6.2 Keyano College Land Trust Corporation
6:00 p.m.	7 Finance & Audit Committee (M. Creighton / D. Mountain) 7.1 Minutes – November 27, 2019 7.2 Keyano College Land Trust Corporation Audited Financial Statements for the Year Ended June 30, 2019 MOTION: “THAT the Keyano College Land Trust Corporation Audited Financial Statements be received for information.” 7.3 Audit Exit Report MOTION: “THAT the Audit Exit Report from the Office of the Auditor General be received for information.” 7.4 Keyano College Audited Consolidated Financial Statements for the Year Ended June 30, 2019 7.5 2019 – 2020 Proposed Operating Budget 7.6 2019 – 2020 Proposed Capital Budget	MOTION MOTION MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX
6:20 p.m.	8 Executive Office 8.1 ED Human Resources (S. Johnson) 8.1.1 Wage Reopener 8.2 VP Infrastructure & CIO (T. Boyde) 8.3 VP Corporate Service & CFO (D. Mountain) 8.4 President & CEO Report (T. Keough) 8.4.1 Tuition Recommendations 8.4.2 2017/2018 Keyano College Annual Report 8.4.3 2019/20 – 2021/22 Comprehensive Institutional Plan	MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX MOTION 2019-20 – 0XX
6:50 p.m.	9 Board Chair Updates (S. Powell)
6:55 p.m.	10 Information / Other / Key Dates 10.1 Key Dates December 24, 2019 – January 2, 2020 – Holiday Closure
7:00 p.m.	11 Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”	MOTION

January 16, 2020

Agenda

Distribution:

Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Matthew Creighton, Kim Farwell, Joe MacNeil, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Trent Keough

Staff:

Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Teena Francis, Peggy Baldwin (RS)

5:30 p.m. 1 Call to Order & Introductions (S. Powell)

5:35 p.m. 2 Declarations (All) 2.1 Declaration of Conflict of Interest 2.2 Declaration of Fraud & Irregularities

5:40 p.m. 3 Adoption of Agenda MOTION: “THAT the agenda for the meeting of the Board of Governors be approved as presented / amended.” MOTION

5:45 p.m. 4 Approval of Minutes 4.1 December 11, 2019 MOTION: “THAT the minutes for the meeting of the Board of Governors held on December 11, 2019, be approved as presented / amended.” MOTION

5:45 p.m. 5 Standing Agenda Items 5.1 Cyber Security Update (T. Boyde) 5.2 Legislative Compliance Update (D. Mountain) 5.3 Risk Register (T. Keough) 5.4 Quarterly Financial Reviews (D. Mountain)

5:50 p.m. 6 College Entities – Verbal Update (T. Keough) 6.1 Keyano Foundation 6.2 Keyano College Land Trust Corporation

6:00 p.m. 7 Finance & Audit Committee (M. Creighton / D. Mountain) 7.1 DRAFT Minutes – January 8, 2020 7.2 2019 – 2020 Proposed Capital Budget MOTION 2019-20 – 0XX

6:10 p.m. 8 Governance & HR Committee (J. MacNeil / T. Keough) 8.1 DRAFT Minutes – January 8, 2020

6:20 p.m.

9 Executive Office 9.1 Executive Director Human Resources (S. Johnson) 9.2 Vice President Academic (F. Russell) 9.2.1 Tuition & Mandatory Non-Instructional Fees 9.3 Vice President Infrastructure & CIO (T. Boyde) 9.4 Vice President Corporate Service & CFO (D. Mountain) 9.5 President & CEO Report (T. Keough)

6:35 p.m.

10 Board Chair Updates (S. Powell)

6:40 p.m. 11 Information / Other / Key Dates 11.1 Thank You Cards – Student Awards 2019

6:45 p.m. 12 Mikisew Cree First Nations Formal Request 12.1 Delegation · Rita Martin, Elder · Sally Whiteknife, Councillor · Kerry Ceretzke, Education Advisor

7:00 p.m. 13 Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.” MOTION

Minutes

Board of Governors Attending:

Shelley Powell, Chair

Tyrone Brass, 1st Vice Chair

Kim Farwell, Public Member

Staci Millard, Public Member

Margaret Ziolecki, Public Member

Nadine Rimmer, Academic Staff

Prasan Naik, Non-academic Staff

Tyshaine Page, Student Association Representative

Britainea Young, Student Association Representative

Administration Attending:

Trent Keough, President & CEO

Dale Mountain, VP Corporate Services/CFO (via Teleconference)

Tracy Boyde, VP Infrastructure & CIO

Fred Russell, VP Academic

Suzie Johnson, Executive Director – Human Resources

Peggy Baldwin, Executive Assistant (RS)

Guests:

Bertha Fairley, Dean – Continuing Education

Alex Andryszewski, Student

Regrets:

Christian Matte, 2nd Vice Chair

Matthew Creighton, Public Member

Joe MacNeil, Public Member

1. Call to Order & Introduction

S. Powell, Chair called the meeting to order at 5:31 p.m.

2. Declaration & Standing Agenda Items

2.1. Declaration and Conflict of Interest

2.2. Declaration of Fraud & Irregularities

There were no declarations at this time.

3. Adoption of Agenda

Standing items were reviewed.

Moved by K. Farwell and seconded by P. Naik that, the agenda for the Board of Governors be adopted as presented.

MOTION CARRIED

4. Approval of Minutes

4.1. December 11, 2019

Moved by S. Millard and seconded by M. Ziolecki that, the minutes for the meeting of the Board of Governors held on December 11, 2019 be approved as presented.

MOTION CARRIED

5. Standing Items

5.1. Cyber Security Update

5.2. Legislative Compliance Update

5.3. Risk Register

5.4. Quarterly Financial Reviews

6. College Entities – Verbal Update

6.1. Keyano College Foundation

Administration provided an update. Since the last meeting a number of community members have responded and expressed interest in the Keyano Foundation Board of Director positions.

6.2. Keyano College Land Trust Corporation

Administration provided a summary of work completed to date. In collaboration with the College’s legal team, meetings will be scheduled to provide updates on the historical financial review, and governance structure for the Land Trust Corporation going forward. Phase 1 of the Site Assessment has been completed.

7. Finance & Audit Committee

7.1. Draft Minutes – January 8, 2020

Draft meeting minutes for the Finance & Audit Committee were reviewed.

7.2. 2019 – 2020 Proposed Capital Budget

The 2019 – 2020 Keyano College Proposed Capital Budget Briefing Note was summarized. The Finance & Audit Committee recommends that the Board of Governors proceed with the motion.

Moved by P. Naik and seconded by T. Page that, the Board of Governors approve the 2019 – 2020 Tangible Capital Asset Budget for Keyano College.

MOTION CARRIED

8. Governance & HR Committee

8.1. Draft Minutes – January 8, 2020

Draft meeting minutes for the Governance and HR Committee were reviewed.

9. Executive Office

9.1. Executive Director – Human Resources

The Keyano College Faculty Agreement expires June 30, 2020. Administration expects communication from the Provincial Bargaining Office soon.

Administration is currently at the bargaining table with CUPE. Negotiations are ongoing.

9.2. Vice President Academic

Administration provided an overview of new programming for students and International Student recruitment.

Administration will prepare a Briefing Note with respect to the Boilermaker Program for Apprenticeship Industry Training, Industry and the Board.

9.3. Vice President Infrastructure & CIO

The College will be issuing and RFP within the next couple of weeks. Chartwells will be vacating the premises on April 24, 2020.

The College will be retendering the Cleaning and Waste Management Services.

9.4. Vice President Corporate Services & CFO

Nothing further to add.

9.5. President & CEO

No further updates.

10. Board Chair Updates

S. Powell, Chair thanked Administration for their updates advising there is no new information to bring forward at this time.

11. Information / Other / Key Dates

The Board reviewed “Thank You” cards from students who received a Board of Governors Award of Distinction in 2019.

12. Mikisew Cree First Nations (MCFN) Formal Request

Board Chair S. Powell welcomed guests from Mikisew Cree First Nations, Sally Whiteknife, MCFN Councillor and Kerry Ceretzke, Education Advisor.

S. Powell, Chair advised this is not a decision making meeting, and that College Administration would be executing any decisions.

MCFN delegates provided an historical overview and their purpose for bringing forward this request. Both parties were in agreement that, Keyano College is here to support the community and together with MCFN, the goal is to enhance education in the community.

A discussion followed and next steps were identified. Administration agreed to provide MCFN with a draft of an agreement by the beginning of February.

S. Powell, Chair thanked S. Whiteknife and K. Ceretzke for meeting with the Board of Governors and for the opportunity to discuss their communities educational needs. The College is looking forward to continued progress and sustaining the partnership with MCFN.

13. Adjournment

There being no further business.

Moved by N. Rimmer and seconded by T. Page that, the meeting of the Board of Governors be adjourned at 7:08 p.m.

MOTION CARRIED

No meetings held in February

March 19, 2020

Agenda

Board of Governors Members:
Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Matthew
Creighton, Kim Farwell, Joe MacNeil, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Prasan
Naik, Tyshaine Page, Britainea Young, Trent Keough
Administration:
Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Teena Francis (RS)

5:30 p.m.	1. Call to Order & Introductions (S. Powell)
2. Declarations (All) 2.1 Declaration of Conflict of Interest 2.2 Declaration of Fraud & Irregularities
3. Adoption of Consent Agenda 3.1 Executive Reports (Attached) • President/CEO • VP Infrastructure/CIO • VP Academics • Executive Director, Human Resources *MOTION:* “THAT the agenda for the meeting of the Board of Governors be approved as presented / amended.”
4. Approval of Minutes 4.1 January 16, 2020 (Attached) *MOTION:* “THAT the minutes for the meeting of the Board of Governors held on January 16, 2020, be approved as presented / amended.”
5. Keyano College Pandemic Response COVID-19 (T. Keough)
5:35 p.m.	6. Financial Stewardship (D. Mountain) • Q2 Results (Attached)
Sale of Restricted Endowment Portfolio Investment (Motion) • Sale of Unrestricted Portfolio Investment (Motion)
5:45 p.m.	7. Fort McMurray Cost of Living Allowance (COLA) • COLA Funding (Motion)
5:50 p.m.	8. Provincial Budget Implications and Sustainability (T. Keough/D. Mountain) • Grants 2020/2021(Attached) • 3 Year Investment Management Agreement (IMA) Targets • Keyano Budget 2020 Next Steps
6:25 p.m.	9. Discussion (T. Keough) • Theatre • Art Centre Project
6:50 p.m.	10. President’s Comments (T. Keough)
11. Chair’s Comments (S. Powell)
12. Correspondence (All) 12.1 Thank You Cards (Attached)
7:00 p.m.	13. Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”

Minutes

Attendance via Conference

Board of Governors: Shelley Powell, Chair Christian Matte, 2nd Vice Chair Kim Farwell, Public Member (Connected at 5:46 p.m.) Staci Millard, Public Member Nadine Rimmer, Academic Staff Prasan Naik, Non-academic Staff Tyshaine Page, Student Association Representative Britainea Young, Student

Administration: Trent Keough, President & CEO Dale Mountain, Vice President Corporate Services/CFO Tracy Boyde, Vice President Infrastructure & CIO Fred Russell, Vice President Academic Suzie Johnson, Executive Director – Human Resources Teena Francis, Executive Assistant (RS) Regrets: Matthew Creighton, Public Member Joe MacNeil, Public Member Margaret Ziolecki, Public Member 1. Call to Order & Introductions S. Powell, Chair called the meeting to order at 5:34 p.m.

2. Declarations 2.1 Declaration of Conflict of Interest: Nothing noted.

2.2 Declaration of Fraud & Irregularities: Nothing noted.

3. Adoption of Consent Agenda S. Powell, Chair provided an explanation and purpose of implementing a Consent Agenda. Administration recommended removing Agenda Item

#6. Moved by S. Millard and seconded by T. Page that, the Consent Agenda of the Board of Governors Meeting be approved as amended. MOTION CARRIED

4. Approval of Minutes 4.1 January 16, 2020 Moved by B. Young and seconded by N. Rimmer that, the minutes for the Board of Governors Meeting held on January 16, 2020 be approved as circulated. MOTION CARRIED

5. Financial Stewardship Q2 Results Administration summarized the 2nd Quarter Financial Statements. The information was also presented to the Finance & Audit Committee. A discussion was also held at the Finance & Audit Committee with respect to Keyano College paying the legal fees for the Land Trust Corporation and establishing a repayment schedule. K. Farwell joined the meeting at 5:46 p.m.

Moved by S. Millard and seconded by P. Naik that, the Board of Governors provide Administration with a mandate to open negotiations with the Keyano College Land Trust Corporation Board of Directors to establish a repayment of loan schedule. MOTION CARRIED

S. Powell, Chair shared that M. Creighton term as a member of the Board of Governors expires on April 4, 2020 and he has advised he will not be seeking re-appointment. Given this information, there is now a vacancy on the Finance & Audit Committee, additionally a new Chair will need to be appointed. Moved by B. Young and seconded by T. Brass that, C. Matte be appointed as an official member of the Finance & Audit Committee. MOTION CARRIED Abstained – C. Matte Moved by S. Millard and seconded by C. Matte that, K. Farwell be appointed to fill the vacant position as Chair of the Finance and Audit Committee. MOTION CARRIED Abstained – K.

Farwell Sale of Restricted Endowment Portfolio Investment Discussed during the Committee of the Whole Meeting with a motion being tabled and carried. Sale of Unrestricted Portfolio Investment Discussed during the Committee of the Whole Meeting with a motion being tabled and carried. Keyano College Board of Governors Meeting Minutes – March 19, 2020 Page 3 of 3

6. Provincial Budget Implications and Sustainability Grants 2020/2021 Administration duplicated the information that was shared during the Committee of the Whole Meeting. It was agreed to bring forward this information to form the public record. Administration summarized the Keyano Grants and Investment Management Agreement (IMA) Targets.

At the time of the Finance & Audit Committee Meeting, some of the targets had not been verified. Since the conference call with Assistant Deputy Minister Peter Leclaire and David Williams, Executive Director – Campus Alberta, the understanding is that we are to work within the targets provided.

Administration was very clear in their communication to the Assistant Deputy Minister and D. Williams that the targets were not achievable and would result in additional work force reductions. The Board of Governors directed Administration to develop a briefing outlining multiple scenarios of the impact to the College in attempting to attain the targets.

Once this has been received S. Powell, Chair will reach out to the Minister of Advanced Education to seek clarification. Administration advised the IMA needs to be signed off by the Board of Governors by March 31, 2020. The Council of President’s have requested an extension given the current circumstances. No response has been received.

The IMA will be presented to the Finance & Audit Committee prior to being presented to the Board of Governors for approved.

7. President’s Comments For the foreseeable future, all meetings will be conducted via video or teleconference. Administration will endeavour to get information out to the Board Members in a timely manner. The Presidents’ of Northern CCI’s have held conversations and have agreed to research shared services to align with the mandate and direction from the Government of Alberta.

8. Chair’s Comments The Minister of Advanced Education has scheduled two meetings with Board Chairs’. The first teleconference meeting is scheduled for March 27th with all Chairs, and the next teleconference scheduled for April 3rd with the Chairs of the Northern Institutions.

9. Adjournment Moved by T. Keough and seconded by S. Millard that, the meeting of the Board of Governors be adjourned at 6:02 p.m. MOTION CARRIED

April 16, 2020

Board of Governors Members:
Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Trent Keough
Administration:
Tracy Boyde, Suzie Johnson, Dale Mountain, Fred Russell, Teena Francis (RS)

Agenda

5:30 p.m.

1. Call to Order & Introductions (S. Powell)

Declarations (All)

2.1 Declaration of Conflict of Interest

2.2 Declaration of Fraud & Irregularities

Adoption of Consent Agenda

3.1 Executive Reports (Attached)

President/CEO
VP Infrastructure/CIO
- VP Academics
- Executive Director, Human Resources

3.2 COVID-19 Pandemic Keyano College Response (Deferred)

MOTION: “THAT the Consent Agenda for the meeting of the Board of Governors be approved as presented / amended.”

4. Approval of Minutes

4.1 March 19, 2020 (Attached)

MOTION: “THAT the minutes for the meeting of the Board of Governors held on March 19, 2020, be approved as presented / amended.”

5. Art Gallery Motion
5:40 p.m.	Budget and Financial Review (T. Keough/D. Mountain) COVID-19 Impacts Briefing Note In-year Financial Impact 2020-2021 Financial Sensitivity Draft 2019/2020 Compliance Expectations as Defined by Minister Draft Investment Management Agreement (3 Year) Minister Letter – April 8, 2020 3-Year Savings Plan Budget Template and Guide Summary of Financial Health Calendar of Various Ministry Reports Required over the Next 4 Months f. 2020-2021 Budget Consolidated Statement of Operation Scenarios with and without COLA Risk and Impact Statements Budget Variance Summary Budget Scenario Restructuring Costs
6:15 p.m.	2020/2021 COLA Payments (T. Keough/D. Mountain) Recommendation/Motion from Finance & Audit Committee
6:30 p.m.	8. President’s Comments (T. Keough)
9. Chair’s Comments (S. Powell)
Correspondence (All) No correspondence
7:00 p.m.	11. Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”

Minutes

Attendance Via Conference

Board of Governors:

Shelley Powell, Chair

Tyrone Brass, 1st Vice Chair

Christian Matte, 2nd Vice Chair

Joe MacNeil, Public Member

Margaret Ziolecki, Public Member

Kim Farwell, Public Member

Nadine Rimmer, Academic Staff

Prasan Naik, Non-academic Staff

Tyshaine Page, Student Association Representative

Britainea Young, Student

Administration:

Dale Mountain, Vice President Corporate Services/CFO

Tracy Boyde, Vice President Infrastructure & CIO

Fred Russell, Vice President Academic

Suzie Johnson, Executive Director – Human Resources

Teena Francis, Executive Assistant (RS)

Regrets:

Staci Millard, Public Member

Trent Keough, President & CEO

1. Call to Order & Introductions (S. Powell)

S. Powell, Board Chair called the meeting to order at 5:54 p.m.

2. Declarations (All)

2.1 Declaration of Conflict of Interest: Nothing noted.

2.2 Declaration of Fraud & Irregularities: Nothing noted.

3. Adoption of Consent Agenda

Moved by J. MacNeil and seconded by M. Ziolecki that, the Consent Agenda for the Board of Governors Meeting be approved as presented.

MOTION CARRIED

4. Adoption of the Regular Agenda

S. Powell, Board Chair advised that Agenda Item #7: 2020/2021 COLA Payments would be discussed during Agenda Item #6 and can therefore, be removed.

Moved by K. Farwell and seconded by J. MacNeil that, the Board of Governors adopted the Regular Agenda as amended.

MOTION CARRIED

5. Approval of Minutes

5.1 March 19, 2020

Moved by T. Page and seconded by M. Ziolecki that, the minutes for the meeting of the Board of Governors held on March 19, 2020 be approved as circulated.

MOTION CARRIED

6. Art Gallery

On February 13, 2020, S. Powell, Board Chair received a letter from the Minister of Advanced Education strongly encouraging that the College put a hold on the planning and development of Keyano College's Art Gallery. Commenting, the provincial government is not and will not be in a position to direct any additional funding toward this project if needed.

Moved by J. MacNeil and seconded by K. Farwell that, the Board of Governors directs Administration to halt further discussions and any and all work in relation to the Art Gallery Project.

MOTION CARRIED

7. Budget and Financial Review

a. COVID-19 Impacts

Administration provided an overview of the COVID-19 “In-Year” Estimated Financial Loss to June 30, 2020. Administration advised the College will likely realize a deficit in year and that the College has been given clear direction from the Minister that a deficit is to be avoided. Administration will continue to monitor the situation.

o 2020-2021 Financial Sensitivity: Administration provided a summary of the work that has been completed since COVID-19. Every indication is that there will be a second wave, and the College is attempting to understand how the pandemic will impact enrolment and programming. The level of contingency that the College has is very limited. We will have to move quickly if trends begin to appear. Three scenarios were provided: low, moderate and high revenue loss.

b. Draft 2019/2020 Compliance Expectations as Defined by Minister

This item lends itself to the directives outlined in the letter from the Minister of Advanced Education, dated April 8, 2020.

1. A completed and signed Investment Management Agreement,

2. A Budget, and

3. A three-year savings plan demonstrating how the College will achieve its savings target.

c. Draft Investment Management Agreement (3 Year)

In the letter dated April 8, 2020, the Minister has advised the deadline has been extended to May 31, 2020. Administration will be working closely with the Finance Department to complete the financial information needed based on the Budget Scenario recommended by the Board of Governors. Administration will work diligently to have this to the Board of Governors for approval at the May 13, 2020 meeting.

K. Farwell, Chair of the Finance & Audit Committee shared that additional working sessions have been scheduled for the Finance & Audit Committee to support Administration in this process.

S. Powell, Board Chair also advised that a Special Board of Governors has been tentatively scheduled for Thursday, May 28, 2020 should Administration need extra time to complete the IMA.

d. Summary of Financial Health

Administration provided an overview of the document included in the Supplementary Package, commenting this is a current snap shot of where the College is financially. The figures are preliminary and subject to change. The College has not received confirmation from the Government of Alberta with respect to the Fort McMurray Cost of Living Allowance (COLA) Grant.

e. Calendar of Various Ministry Reports Required over the Next 4 Months

This information was provided in the Meeting Package and is titled Schedule of Institutional Accountability Data.

f. 2020-2021 Budget

Administration provided a number of supporting documents for this agenda item. A review of the documents followed. Several Budget Scenarios were discussed, along with the Risk and Impact Assessment associated with each scenario.

Administration is seeking a recommendation from the Board of Governors as to which Budget Scenario they desire Administration to work towards.

K. Farwell, Chair of the Finance & Audit Committee advised that the Finance & Audit Committee recommended the second budget scenario, 2M Surplus with the understanding that 1M would be allocated to Surplus and 1M would be allocated to COVID-19 Contingency.

Administration commented that these are difficult decisions to make. There is a lot of weight and gravity behind each decision. A lot of steps and effort have been taken before presenting the Budget Scenarios. Administration is taking every step and measure to mitigate a deficit.

S. Powell, Board Chair advised that if the College is faced with a deficit, this will need Ministerial approval and we will want to engage the Minister sooner rather than later if we suspect any amount of deficit.

C. Matte left the meeting at 6:53 p.m.

The Board of Governors provided direction to Administration to proceed with the 2M Surplus Budget Scenario, with the understanding that 1M would be Surplus and 1M would be allocated to COVID-19 Contingency. S. Powell, Board Chair shared that the Board of Governors appreciates the difficulty of the situation and thanked Administration for being transparent and presenting the information. There is a lot of work still to complete.

8. Memorandum of Settlement with CUPE Negotiations

The negotiation committees have reached a proposed settlement for 2019/2020 consistent with the mandate provided.

Moved by J. MacNeil and seconded by K. Farwell that, the Board of Governors approve the Memorandum of Settlement that was agreed to on April 15, 2019, between the Management Negotiating Team and the Union Negotiating Team as presented.

MOTION CARRIED

9. Chair’s Comments (S. Powell)

S. Powell, Board Chair advised that a Special Meeting of the Board of Governors will be scheduled to facilitate the approval of the Investment Management Agreement.

10. Correspondence (All)

 No correspondence

11. Adjournment

There being no further business, moved by J. MacNeil and seconded by K. Farwell that the meeting of the Board of Governors be adjourned at 7:05 p.m.

MOTION CARRIED

June 10, 2020

Agenda

Distribution

Board of Governors Members:
Shelley Powell (Chair), Tyrone Brass (1^st Vice Chair), Chris Matte (2^nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Tyshaine Page, Britainea Young, Dale Mountain.

Administration:

Tracy Boyde, Suzie Johnson, Fred Russell, Teena Francis (RS)

5:30 p.m.	Call to Order (S. Powell)
	Declarations (All) Declaration of Conflict of Interest Declaration of Fraud & Irregularities
	Adoption of Consent Agenda Executive Reports (Attached) President/CEO VP Infrastructure/CIO VP Academics Executive Director, Human Resources Meeting Minutes of May 13, 2020 MOTION: “THAT the Consent Agenda for the meeting of the Board of Governors be approved as presented / amended.”
	Adoption of Regular Agenda MOTION: “THAT the Regular Agenda for the meeting of the Board of Governors be approved as presented / amended.”
5:35 p.m.	Presentations MCFN Representatives – Update on High School Program
5:50 p.m.	2020/2021 Board of Governors Annual Calendar/Schedule (All)
	September Start Up – Re-launch Strategy (D. Mountain)
	Related Parties – Key Management Personnel Declarations (D. Mountain)
	Budget and Financial Review (D. Mountain) COVID-19 / Flood Financial Impacts Summary of Financial Health and Enrolments
	Audit Recommendation Implementation Plan Update (D. Mountain)
	2018 – 2019 Draft Annual Report Discussion
6:40 p.m.	In-Camera Discussion (Public Board Members) Provincial Bargaining Committee Organization (PBCO) Update Meeting of May 7, 2020 MOTION: “That the Board of Governors move in-camera.”
	Conclude In-Camera (Public Board Members) MOTION: “That the Board of Governor conclude the in-camera discussion.”
6:50 p.m.	Interim President’s Comments (D. Mountain)
	Chair’s Comments (S. Powell) Remote Working Effectiveness – Is there anything you need from the Board
	Correspondence (All)
7:00 p.m.	Adjournment MOTION: “That the meeting of the Board of Governors be adjourned.”

Via Conference
+1 647-749-9376 Canada, Toronto (Toll)
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Minutes

Distribution

Board of Governors:

Shelley Powell, Chair

Tyrone Brass, 1st Vice Chair

Christian Matte, 2nd Vice Chair

Joe MacNeil, Public Member

Margaret Ziolecki, Public Member

Kim Farwell, Public Member

Staci Millard, Public Member

Adele Thomson, Public Member

Nadine Rimmer, Academic Staff

Prasan Naik, Non-academic Staff

Regrets: Tyshaine Page, Student Association Representative

Regrets: Britainea Young, Student

Administration:

Dale Mountain, Interim President & CEO

Tracy Boyde, Vice President Infrastructure & CIO

Fred Russell, Vice President Academic

Suzie Johnson, Executive Director – Human Resources

Teena Francis, Executive Assistant (RS)

1. Call to Order

S. Powell, Board Chair called the meeting to order at 5:30 p.m.

2. Declarations (All)

 Declaration of Conflict of Interest – None noted at this time.

 Declaration of Fraud & Irregularities – None noted at this time.

3. Adoption of Consent Agenda

Moved by J. MacNeil and seconded by N. Rimmer that, the Consent Agenda for the meeting of the Board of Governors be approved as presented.

MOTION CARRIED

4. Adoption of Regular Agenda

Moved by J. MacNeil and seconded by P. Naik that, the Regular Agenda for the meeting of the Board of Governors be approved as presented.

MOTION CARRIED

5. Presentations

Representatives from Mikisew Cree First Nation, K. Ceretzke, G. Poitas and S. Whiteknife shared how successful the school programming is at the Fort Chipewyan Campus. Enrolment figures are at 82, with a graduating class of 10 to 12 students this year. K. Ceretzke shared this is an incredible accomplishment and speaks to the passion, commitment and vision of the community. Also adding, it is exciting to see the positive results and this is such a good news story.

6. 2020/2021 Board of Governors Annual Calendar/Schedule

Administration presented on the draft 2020/2021 Board of Governors Annual Meeting Schedule.

Moved by P. Naik and seconded by M. Ziolecki that, the Board of Governors approve the 2020/2021 Academic Year Board of Governors Annual Meeting Schedule.

MOTION CARRIED

7. September Start Up – Re-launch Strategy

As a result of COVID -19 pandemic, Keyano College’s operations were transitioned to an off-campus working and teaching environment. As Alberta’s Chief Medical Officer’s recommendations for re-entry continue to be introduced, Keyano College is preparing to resume conservative operations for fall 2020. To assist in planning, and the initiation for the fall 2020 relaunch, Keyano College has begun taking steps to develop a COVID-19 Operational Plan and Committee.

Next steps include:

• Convene the first meeting of the COVID-19 Operational Plan Committee will be set for late June, 2020.

• Complete a solid draft by the end of July.

• Reach out to departments to ensure all are represented in the Operations Plan.

• Complete a risk assessment in relation to the impact of COVID-19 to all College operations.

• Create a project plan to ensure implementation and to ensure timelines are met.

8. Related Parties – Key Management Personnel Declarations

Administration shared information on the related parties – key management personnel declarations.

For purposes associated with related party relationships and transactions, Keyano College is required to comply with accounting practices that are outlined in the Chartered Professional Accountants of Canada (CPA Canada) Public Sector Accounting (PSA) Handbook Section PS2200 Related Party Disclosures.

Keyano College administration will also be completing the declarations. Administration advised the forms and FAQ will be sent electronically to Board Members with an explanation in the coming days.

9. Budget and Financial Review

a. COVID-19 / Flood Financial Impacts

Administration shared provincially Stage 2 for re-launch is scheduled for June 12, 2020, however the College will not be opening the Theatre or the Fitness Centre due to the ongoing flood recovery. The College will continue to monitor and comply with guidelines released by the GoA. Additionally, the College is drafting a Re-Launch Operational Plan and will bring to the Board as information when completed.

Administration provided a summary of the Briefing Note contained in the Public Board of Governors Meeting Package, highlighting on the progress on all buildings.

The College continues to work with the Insurance and Restoration Companies to restore the Campus and to be open for September. The College will be contracting a project manager position to provide increased oversite of the activities. The Project Manager is being funded through the Professional Services component of the insurance policy.

b. Summary of Financial Health and Enrolments

Administration provided a summary of the College’s financial health:

Year-end outlook is for a $1,157,442 deficit of which $1M is the flood insurance deductible
June will have severance cost for 14 employees
April - June will incur $0.6M of unfunded COLA payments to employees with last payment on June 15
Temporary layoffs of 74 in mid-April, recalls occurring
Drop in revenues due to COVID-19 partially offset with reductions in expenditure
Campus Alberta operating grant decreases by 9.5% effective April 1

Administration provided a summary of the Enrolment information:

1372 unique applicants have submitted 1,507 applications for the Fall 2020 semester, applicants are eligible to submit more than one application for a given semester.
Unique number of 2020 applications is 2.6 % higher in comparison with 2019 on June 6th.
472 applications that have received offers of admission have been accepted to date.
194 of the applicants that have accepted offers of admission have been converted to enrolment.
Graduation is an ongoing process, it is estimated at this time that we will have over 500 graduates.

10. Audit Recommendation Implementation Plan Update

Keyano College has outstanding audit recommendations from the Office of the Auditor General of Alberta dating back to 2013. Although progress has been made addressing two of the outstanding audit recommendations, none have been fully implemented.

On February 20, College Administration presented a detailed audit recommendation implementation plan to the Finance and Audit Committee. This plan was shared with the

Office of the Auditor General of Alberta for review and comment. On March 12, the OAG provided feedback.

There has been delay in work and progress towards implementation of this plan due to disruptions caused by COVID-19 and the April flood, the latter limited access to files in the IT servers. However, an updated plan incorporating OAG feedback and “adjustment” to plan has been completed.

Deliverables slated for Q4-2019-20 have been pushed to Q2-2020-21 due to COVID-19 and the flood disruption. This will push out other deliverables based on sequence and prioritization. Finance will be focused on completion of the June 30 year ends for the Foundation, College and Land Trust with a consolidated financial statement target date of September 15.

Revised deliverable dates in the updated audit recommendation implementation plan are being reviewed with consideration of the resourcing impact caused by the CFO becoming Interim President.

11. 2018 – 2019 Draft Annual Report Discussion

Administration shared the final edit are being conducted on the 2018-2019 Annual Report. The Annual Report will be circulated for comments/feedback prior to the Board Meeting. Comments/feedback will be incorporate and Administration will present to the Board of Governors at the June 24, 2020 Meeting for review and approval.

12. In-Camera Discussion (Public Board Members)

P. Naik, N. Rimmer and guests left the meeting at 6:26 p.m.

Moved by A. Thomson and seconded by C. Matte that, the Board of Governors move in-camera at 6:26 p.m.

MOTION CARRIED

 Provincial Bargaining Committee Organization (PBCO) Update

 Meeting of May 7, 2020

Administration left the meeting at 6:37 p.m.

13. Conclude In-Camera (Public Board Members)

Moved by S. Millard and seconded by K. Farwell that, the Board of Governors conclude the in-camera session at 7:03 p.m.

MOTION CARRIED

Administration, P. Naik, N. Rimmer returned to the meeting at 7:03 p.m.

Moved by C. Matte and seconded by M. Ziolecki that, the meeting minutes of May 7, 2020 be approved at circulated.

MOTION CARRIED

14. Interim President’s Comments

D. Mountain shared he has had the opportunity to engage with community stakeholders and fellow Post-Secondary Institute Presidents. The KC Foundation and the KC Land Trust Corporation will be meeting next week to review and approve their respective

June 24, 2020

Minutes

Attendance Via Conference

Board of Governors:

Shelley Powell, Chair

Tyrone Brass, 1^st Vice Chair

Christian Matte, 2^nd Vice Chair

Joe MacNeil, Public Member

Regrets: Margaret Ziolecki, Public Member

Kim Farwell, Public Member

Staci Millard, Public Member

Regrets: Adele Thomson, Public Member

Nadine Rimmer, Academic Staff

Prasan Naik, Non-academic Staff

Chioma Igbokei, Student Association Representative

Regrets: Naika Dunkley, Student Association Representative

Administration:

Dale Mountain, Interim President & CEO

Tracy Boyde, Vice President Infrastructure & CIO

Fred Russell, Vice President Academic

Suzie Johnson, Executive Director – Human Resources

Teena Francis, Executive Assistant (RS)

1. Call to Order

S. Powell, Board Chair called the meeting to order at 5:01 p.m.

2. Declarations

Declaration of Conflict of Interest – Nothing to declare at this time.
Declaration of Fraud & Irregularities – Nothing to declare at this time.

3. Adoption of Consent Agenda

Moved by S. Millard and seconded by P. Naik that, the Consent Agenda for the Board of Governors Meeting be approved as presented.

MOTION CARRIED

4. Adoption of Regular Agenda

Moved by S. Millard and seconded by C. Matte that, the Regular Agenda of the Board of Governors Meeting be approved as presented.

MOTION CARRIED

5. KC Land Trust Corporation Discussion

Upon further discussion with John Wilson and Shelley Powell, the decision was to pause and defer the Land Trust Governance review next steps proposed at the June 15th Joint Governance Session. There was agreement that there needs to be further clarification of the governance, charity, tax and accounting issues that the Land Trust Board is being asked to address. There is a considerable volume of information to review and discuss, followed by Board resolutions to enact.

Administration advised direction was given to Norton Rose Fulbright (NRF) to provide a position paper to our auditors Meyers, Norris Penny, former trust lawyers Flesky Flynn and other parties involved in the formation of the Land Trust and Land Trust Corporation. This position paper will outline NRF’s and PWC’s findings and their interpretation of accounting standards, tax, charity law and any other legislation and how they differ from initial Trust formation, to current practice. Each party will be asked to provide a written response to support the original interpretation and application of accounting and tax treatment. This outcome will then be presented to the Board Chairs, then to each Board to evaluate. It is important for the Land Trust Board of Directors to understand all the options, including “do nothing”, and the associated risks before proceeding with restructuring.

The Land Trust will continue to strive to be fully compliant with legislation and the CRA. Protecting Keyano College’s charitable status is of the upmost importance to the Land Trust Board of Directors.

As information is received from NRF and MNP, updates will be provided to the KC Board of Governors and the KC Land Trust Board of Directors. Board meetings will be scheduled at some future date(s) to resume this work.

6. Risk Assessment COVID-19 Re-Launch

Administration presented a draft of the COVID-19 Re-launch Plan during the June 10^th, Board of Governors Meeting. While this document continues to evolve, significant progress has been made. A risk assessment has also been completed and is closely tied into the re-launch plan.

The cross-functional team established to develop the plan will continue to collaborate and ensure the re-launch plan is completed by the end of August.

Administration agreed to continue discussions and strategize with other Public Post-Secondary Institutions in the province to ensure our plan is aligned and risk are mitigated.

7. 2018/2019 Annual Report

The Keyano College 2018/2019 Annual Report facilitates accountability to the government and other stakeholders by providing the financial and non-financial connection between its actual performance relative the goals and expected outcomes and performance measures identified in its Comprehensive Institutional Plan (CIP).

The report is now complete, and following Board approval will go to both MNP and the Office of the Auditor General for their final review and then to the Government of Alberta, contingent upon sign off from Office of the Auditor General.

Moved by K. Farwell and seconded by N. Rimmer that, the Board of Governors approve the submission of the Keyano College 2018 - 2019 Annual Report to the Government of Alberta (subject to final review by the Office of the Auditor General), as required by the Post-Secondary Learning Act – Section 78(1).

MOTION CARRIED

8. 2020/2021 Keyano College Operating Budget

Administration presented on the proposed 2020/2021 Keyano College Consolidated Operating Budget.

The 2020/2021 Consolidated Operating Budget consists of $62,222,228 in revenues, $61,222,228 in expenditures for a surplus of$1,000,000.

The 2020-21 budget has not been adjusted to reflect the impact that COVID-19 may have on revenues or expenditures, with the exception of the Keyano Theatre. Instead, Administration has identified three revenue sensitivity scenarios of low, moderate and high.

The Keyano Theatre 2020-21 season will be cancelled due to COVID-19 with a possible limited Arts Alive programming offering in late winter. The 2020-21 budget includes a small surplus generated by the Theatre with a focus on space rentals to community organizations, leveraging external sustainability grants and operating on a significantly reduced workforce.

On April 27, 2020, severe flooding occurred in the lower town site of Fort McMurray that forced the evacuation of over 13,000 residents. An insurance claim was immediately filed and restoration work commenced shortly after the lower town site was reopened by the Regional Municipality of Wood Buffalo. Flood recovery contractors are working to bring College buildings back on-line by August 15, 2020.

The 2020-21 budget has not been adjusted to reflect revenue loss or expenditure savings as a result of the flood. A business interruption insurance claim will be filed to address loss in revenues due to the April flood.

A contingency of $2M has been set aside in the 2020-21 budget to address any potential revenue shortfall or expenditure pressures.

Administration also presented the Budget Scenarios – Proposed Changes, Consolidated Statement of Operations, along with the Budgeting and Forecasting Templates.

Administration agreed it will be important to continue to monitor the admin ratio, the implication and anything that would impact the 2^nd and 3^rd year targets.

Moved by S. Millard and seconded by K. Farwell that, the Keyano College Board of Directors accept and approve the Keyano College 2020/21 Consolidated Operating Budget as presented.

MOTION CARRIED

9. 2020/2021 Keyano College Capital Budget

Administration presented on the proposed 2020/2021 Keyano College Capital Budget.

As part of the annual budgeting process, the College develops a capital budget to support the purchase of tangible capital assets with a life expectancy beyond one year and exceeding $5,000. For the 2020-21 Fiscal year, the College is submitting a capital budget of $2,542,589 of which $2,066,214 is self-funded, and the balance of $476,375 is obtained from external sources.

The VP Infrastructure and CIO issued a Capital Call to the College via Presidents Council in February 2020. The Finance Department provided a target budget of approximately $2.5M for the 2020-21 Fiscal year. The College received $5,191,631 in submitted business cases.

The College is making incremental capital investments that will result in improvements in our risk profile, in some cases this will be small but with sustained effort over a few years can result in improvements in our overall standing especially in our deferred maintenance and program equipment renewal.

A request for a $1.5M project to renew the Biology/Chemistry Lab was one of the highest ranked projects and was recommended for approval for the year. Due to COVID 19 and Fort McMurray flooding, the necessary project engineering could not be completed in time to allow for ordering and installation of the required furniture and equipment. The decision was made to defer the bulk of the project to the 2021-22 Fiscal, and to maintain $100,000 in the current fiscal to fund the engineering. This project will be submitted in 2021-22 fiscal.

Due to challenges imposed by the COVID 19 pandemic, the College has allocated some of the funds from deferred projects to develop studio and classroom spaces that can support instructors and various program delivery methods in the Post COVID environment. The College has allocated $300,000 within the capital budget to fund pilot projects and is hoping to supplement this with additional funding sources. The College has requested several grants to support this initiative, and the College is also submitting a request to the Government of Alberta for permission to use the $900,000 surplus of the Access to the Future grant which expired prior to being fully utilized.

The Capital Evaluation Committee reached consensus on the list of 23 projects (Attached) of which $2,066,214 was self-funded, and $476,375 has external funding, with the bulk of that coming from the Government of Alberta. The projects support the continued growth of academic programing, and facilities and IT maintenance issues. Each of the projects have been evaluated in terms of their impact on the Colleges current risk profile.

Action: Administration agreed to provide a briefing note listing deferred revenue, and grants that have expired, along with a summary as to why there is a balance.

Action: Administration agreed to provide a briefing note outlining a strategy and recommendations for the property portfolio.

Moved by K. Farwell and seconded by N. Rimmer that the Keyano College Board of Directors accept and approve the Keyano College 2020/2021 Capital Budget as presented.

MOTION CARRIED

10. 3-Year Cost Savings

Administration provided an overview advising this is a new template provided by the Advanced Education with a deliverable date of June 30, 2020. Administration has populated the template based on the requirements; FTE, workforce reduction and savings identified. Most of the changes will occur 2020/2021. The 3-Year Cost Savings aligns with the 2020/2021 Operating Budget and over time, the College will reach the targets established for year three.

The College has currently met the targets for year one, which leaves us in a favourable position.

11. In-Camera Discussion (Public Board Members)

P. Naik, N. Rimmer and C. Igbokei exited the Board of Governors meeting at 6:14 p.m.

Moved by K. Farwell and seconded by S. Millard that, the Board of Governors move in-camera at 6:14 p.m.

MOTION CARRIED

Provincial Bargaining Committee Organization (PCBO)
3-Year Cost Savings

12. Conclude In-Camera

Moved by C. Matte and seconded by K. Farwell that the Board of Governors conclude the in-camera session.

MOTION CARRIED

13. Adjournment

There being no further business, the meeting was adjourned at 6:30 p.m.

Moved by K. Farwell and seconded by S. Millard that, the Keyano College Board of Governors Special Board Meeting be adjourned.

MOTION CARRIED

Please contact the Executive Assistant to the Board of Governors if you have any questions or for copies of meeting minutes, agendas, and policies.

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Board of Governors Members:

Shelley Powell (Chair), Tyrone Brass (1st Vice Chair), Chris Matte (2nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Chioma Igbokei, Naika Dunkley, Dale Mountain

Administration:

Tracy Boyde, Robert Lesage, Suzie Johnson, Fred Russell, Teena Francis (RS)

Moved: K. Farwell

Moved: S. Millard

Moved: N. Rimmer

Moved: P. Naik

Moved: S. Millard

Attendance Via Conference

Shelley Powell (Chair), Tyrone Brass (1^st Vice Chair), Chris Matte (2^nd Vice Chair), Kim Farwell, Joe MacNeil, Staci Millard, Adele Thomson, Margaret Ziolecki, Nadine Rimmer, Prasan Naik, Chioma Igbokei, Naika Dunkley, Dale Mountain