OFFICE OF THE SECRETARY
AND CHIEF OF STAFF TO
THE REGENTS
1111 Franklin St., 12Floor
Oakland, CA 94607
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- 12.1 Committee on
Compliance and Audit.
- The Committee on Compliance
and Audit shall:
- Advise the Board of Regents
regarding the Board's responsibilities to oversee:
(1) the quality and integrity of the University's compliance with legal, regulatory and policy
requirements, financial reporting and financial
statements, and internal controls related to
risks;
(2) the function, disclosures, and performance
of corporate compliance, internal control, and
risk management systems regarding ethics and
compliance, risk, finance, and accounting, and
the adequacy of such systems throughout the
University; and
(3) the independent certified public accountant's
qualifications, independence and performance
as well as performance of the internal audit
function.
- Meet at least four times
per year.
- Review the annual internal
audit plan and the extent to which it addresses
high risk areas.
- Review the annual report of the internal audit
department and discuss significant issues of internal
controls with the University Auditor and management.
- Discuss the planned scope of the annual independent
audit with the independent certified public accountants
and review the results of the audit with the independent
certified public accountants and management.
- Receive and review the annual financial report
with the independent certified public accountants
and management.
- After considering the recommendations of management,
recommend to the Board the certified public accountants
to serve as independent auditor and the scope
of their annual audit, and approve any services
other than audit and audit related services provided
by the certified public accountants.
- Have the power, through its chair or a majority
vote of the Committee members, to request management
to address specific issues within the mandate
of the Committee, and have the authority to engage
independent counsel and other advisors to carry
out its duties.
- Provide recommendations to the Board regarding
approval of the corporate compliance program model
and the internal audit mission statement, the
committee charter, and other governance documents
related to both internal and external compliance
and auditing activities in the University.
- 12.2 Committee on
Educational Policy.
The Committee on Educational
Policy shall:
- Consider and report to the
Board on matters concerned with the substantive
aspects of policies and programs related to the
educational philosophy and objectives of the University;
with University relations; and with academic planning,
instruction, and research.
- Act in an advisory capacity to the President of
the University on student affairs; on the planning
and programming of Inauguration, Charter Day, Commencement
programs, and other public ceremonies; on candidates
for honorary degrees; and with respect to appointments
of Regents' Professors and University Professors,
and with respect to appointments of such Officers
of the University as may be appropriate for consideration
by the Committee as determined by the President.
- Consider and report to the
Board on matters relating to the research, training,
and public service activities of the University
and recommend to the Board the establishment or
disestablishment of colleges, schools, and graduate
divisions, organized multicampus research units
and other major research activities, special training
programs, and public service undertakings, except
for matters assigned to the Committee on Oversight
of the Department of Energy Laboratories.
- Consider and recommend to the
Board on the solicitation and acceptance or execution
of grants and contracts for research, training,
and public service, except as otherwise provided
in the Bylaws and Standing Orders, provided, however,
that all actions relating to research that require
the appropriation of University funds not already
appropriated, or that would commit the University
to an appropriation of its funds, shall be subject
to approval by the Committee on Finance.
- Recommend to the Board policies
relating to the securing of gifts and endowments
for the University and the acceptance, use, and
allocation of such gifts and endowments, except
as otherwise provided in the Standing Orders, provided,
however, that recommendations to the Board as to
the acceptance, use, and allocation of gifts of
real property shall be subject to the concurrence
of the Committee on Finance.
- Consider and recommend to the
Board policies relating to organized efforts to
solicit grants, pledges, and gifts for any University
purpose from multiple sources such as individuals,
firms, corporations, foundations, groups, and/or
organizations.
12.3 Committee on
Finance.
The Committee on Finance
shall:
- Consider all matters relating
to the business management of the University and
the Corporation.
- Except as otherwise provided
in the Standing Orders, propose all appropriations
of funds and all modifications of or additions to
such appropriations, and no expenditure of University
funds, except as the Board may order, shall be made
otherwise than pursuant to appropriations recommended
by the Committee and confirmed by the Board.
- Consider and recommend to the
Board the annual budget of the University and requests
for appropriation of funds for the University, as
prepared by the President of the University.
- Except as otherwise provided
in the Standing Orders, recommend to the Board on
matters which commit the University to expenditures
in future fiscal years.
- Except as otherwise provided
in the Bylaws and Standing Orders, consider matters
relating to the external financing of projects as
defined in Bylaw 21.4(d)
and Standing Order 100.4(nn).
- Have the power at all times
to take such steps as necessary in the interests
of the University in connection with budget requests
and proposed legislation, in the absence of limitations
imposed upon the Committee by the Board.
- Consider and approve the setting
or amending of fixed payment in lieu of indirect
costs applicable to contracts for management and
operation of the major United States Department
of Energy Laboratories.
- Determine the amounts and character
of surety bonds to be required of officers and employees,
and designate the company or companies which shall
write the bonds, provided that the company or companies
so designated shall be chosen from a list of companies
theretofore approved by the Board.
- Except as otherwise provided
in the Bylaws or the Standing Orders, consider and
recommend to the Board all matters relating to the
purchase, sale, or lease of real property, and review
and report to the Board on the recommendations of
the Committee on Educational Policy as to the acceptance,
use, and allocation of gifts of real property.
- Except as otherwise provided
in the Bylaws, open, maintain, and close bank accounts,
both savings and commercial, in the name of the
Corporation; prescribe the conditions under which
deposits shall be made and funds shall be withdrawn,
and, except as otherwise provided in the Bylaws
or the Standing Orders, designate the representatives
of the Corporation who may make withdrawals.
- Consider and recommend to the
Board on matters concerning patent policies, including
reports and recommendations presented by the President
of the University.
- Act in an advisory capacity
to the President of the University with respect
to appointments of such Officers of the University
as may be appropriate for consideration by the Committee,
as determined by the President.
- Advise the President and recommend
to the Board with regard to the assessment of the
University Registration Fee, Educational Fee, tuition
fees, compulsory student government fees, and fees
and charges required in connection with the funding
of loan financed projects, except housing projects
and parking facilities.
- Consider and recommend to the
Board the annual budget of the Chief Investment Officer of The
Regents upon recommendation of the Chief Investment Officer following
review and recommendation by the Committee on Investments
with respect to the portion to be charged to investment
assets.
12.4 Committee on
Grounds and Buildings.
The Committee on Grounds
and Buildings shall:
- Consider matters relating to
the grounds and buildings of all campuses, stations,
observatories, and other real property of the University
used for campus-related purposes as defined in Standing
Order 100.4(ff).
- Approve plans for improvements,
direct the taking of bids, and recommend to the
Board the award and execution of construction and
equipment contracts, except as otherwise provided
in the Standing Orders.
- Consider capital improvement
requests as defined in Standing
Order 100.4(q) and make recommendations in connection
therewith to the Board.
- Act in an advisory capacity
to the President of the University with respect
to appointments of such Officers of the University
as may be appropriate for consideration by the Committee,
as determined by the President.
12.5 Committee on
Investments.
The Committee on Investments
shall:
- Manage the investments and
investment properties of the Corporation.
- Authorize the purchase, sale,
or lease of real property held or acquired for investment
purposes, and the construction and repair of buildings
thereon; the loan of funds of the Corporation; the
purchase, sale, transfer, or exchange of bonds,
stocks, and other securities; and the transfer of
investments among specific funds of the Corporation
when such transfers of investments are not in conflict
with the terms of any endowments which would be
affected thereby; provided, however, that no loan
from the funds of the Corporation, other than loans
related to investment of funds under the Committee's
jurisdiction, shall be effective until confirmed
by the Board.
- By appropriate resolution or
resolutions, at all times maintain in force a system
of custodianship of all securities.
- Report periodically to the
Board concerning the investment operations of the
University.
- Consider and recommend to the
Committee on Finance upon recommendation of the
Chief Investment Officer the portion of the annual budget of the
Office of the Chief Investment Officer charged to investment assets.
12.6 Committee on
Oversight of the Department of Energy Laboratories.
The Committee on Oversight of the Department of Energy Laboratories
shall:
- Consider and report to the
Board, or to appropriate Committees of the Board,
on matters concerning relations with the United
States Department of Energy and matters relating
to the Ernest Orlando Lawrence Berkeley Laboratory, Los Alamos National Security, LLC and Lawrence Livermore National Security, LLC.
- Act in an advisory capacity
to the President of the University with respect
to appointments of the Director and Deputy Director
of the Ernest Orlando Lawrence Berkeley Laboratory,
and to the President of the University and the Chairman of the Board with respect to appointments to the University positions on the Executive Committee of the Boards of Governors of Los Alamos National Security, LLC and Lawrence Livermore National Security, LLC.
- Consider reports relating to:
- the management of the Laboratories;
- the scientific and technical
quality of all work undertaken at the Laboratories;
- the appointment and retention
of Laboratory personnel of the highest competence;
- the health and safety of
the public and Laboratory employees and the
maintenance of environmental quality;
- interaction among the Laboratories,
the campuses and the larger scientific community;
and
- the quality of Laboratory
communication with the public concerning all
Laboratory work.
- Report periodically to the
Board concerning the oversight functions described
in (c) above.
12.7 Committee on
Health Services.
The Committee on Health Services
shall:
- Consider and recommend to the
Board strategic plans for University clinical enterprise
activities and for each academic medical center.
- Consider and act upon, except
as otherwise provided in the Standing Orders, all
matters related to business transactions affecting
the clinical services of University academic medical
centers and schools of health sciences including,
but not limited to, acquisition of physician practices,
hospitals, and other facilities, clinical and ancillary
services, and participation or membership in joint
ventures, partnerships, corporations, or any other
entities, provided that transactions with a total
purchase price or other financial commitment in
excess of $5 million per transaction or $15 million
cumulatively per health sciences institution per
fiscal year, subject to an overall $50 million per
year limitation, shall be considered and acted upon
by the Board. Total purchase price or other financial
commitment shall be determined in accordance with
generally accepted accounting principles taking
into account all consideration including cash paid
and the net present value of liabilities assumed
or incurred. All action taken by the Committee shall
be reported to the Board at its next meeting.
- Consider and recommend to the
Board the academic medical center capital and operating
budgets for each fiscal year. Where matters are
presented to other committees concerning any aspect
of projects included in the capital budget, the
item shall also be placed on the agenda of the Committee
on Health Services to permit the Committee to review
the recommendation in relation to the strategic
plan for the affected academic medical center.
- Consider matters relating to
the University hospitals' and student health and counseling clinical programs', including self-insured student health programs, licensure, accreditation,
planning, patient care, medical staff matters, quality
assurance, and relationships with schools of health
sciences.
- Consider and recommend to the
Board policies in connection with the operation
and governance of University hospitals and student health and counseling clinical programs, including self-insured student health programs.
- Review, at appropriate intervals
to be determined by the Committee, reports of financial
matters relating to each hospital including expenses
and revenue by source, patient days and visits,
and other pertinent financial data and information
and financial planning.
- Consider developments, including
pending legislation, involving significant changes
in health care delivery and financing.
- Act in an advisory capacity
to the President of the University with respect
to appointments of Directors of University hospitals.
- As to each University hospital,
review at least annually reports submitted by the
President of the University and the Chancellor to
the Committee relating to licensure, including special
services, accreditation, planning, patient care,
medical staff matters including quality assurance,
and any appropriate corrective action, and relationships
with schools of health sciences. The annual report
for each University hospital shall set forth separately
for the Committee's review:
- a mission statement with
attention to the three basic functions of teaching
hospitals: patient care, education, and research
in the health sciences;
- medical staff bylaws;
- policies and procedures
of the campus to implement hospital governing
body responsibilities set forth in Title 22
of the California Administrative Code and the
Accreditation Manual for Hospitals of the Joint
Commission on Accreditation of Hospitals.
- Report periodically to the
Board concerning the functions and activities of
the Committee.
12.8 Committee on
Compensation.
The Committee on Compensation
shall:
- On an ongoing basis, advise
the Board on all matters pertaining to the elements
of compensation and benefits for University employees
to ensure that compensation and benefits polices,
procedures, programs, and practices are fair, effective,
clear, comprehensible, transparent, and accountable,
and inspire the trust of the University community
and the public.
- Assess the University's progress
in achieving the goals of obtaining, prioritizing,
and directing funds to increase salaries to achieve
market comparability for all groups of employees
over periods established by the Board.
- Review and advise the Board
on all matters relating to the implementation of
Senior Management Group compensation policies approved by The Regents, and other Regental policies or actions that require Regental authorization for employee compensation.
- Undertake actions as necessary
to carry out 12.8(a), (b), and (c), including:
(1) Conduct regular studies to examine the competitiveness
of the compensation for faculty and all categories
of administrative employees relative to comparable
institutions;
(2) Review the compensation of members of the
Senior Management Group, and other employees which require
Regental approval prior to review and approval
by the Board;
(3) Review existing Regental policies on faculty
and administrative employee compensation as well
as the transparency of compensation practices
and modify or establish new policies, as appropriate;
and
(4) Review the annual reports on compensation for members of the Senior Management Group and for Deans and the annual reports on outside
professional activities for members of the Senior Management Group and for Deans.
- Act in an advisory capacity
to the President of the University with respect
to appointment compensation for such Officers of
the University as may be appropriate for consideration
by the Committee.
- Recommend to the Board:
(1) All compensation of
Officers of the University and other members of the Senior Management Group, including those individuals serving in an acting capacity in those positions; and
(2) The rates of compensation of Regents' Professors
at salary rates above the approved range and the
rates of compensation of University Professors
at exceptional-above-scale salary rates. An exceptional-above-scale
salary rate is defined as a salary rate that exceeds
the maximum salary step of the applicable academic
salary scale, as adjusted from time to time, by
more than the percent difference between the maximum
salary step of the Regular Ladder-Faculty Academic
Year salary scale and the Indexed Compensation Level. The Indexed Compensation Level
shall be adjusted annually in accordance with the California
Consumer Price Index (CPI) Urban Consumers for all items as determined by the Bureau of Labor Statistics, said percent increase to
be reported annually to the Board.
(3) The rates of compensation of all other University
personnel, including personnel holding staff positions in academic medical centers, except faculty other than Regents'
Professors and University Professors, whose total cash compensation exceeds the Indexed Compensation
Level and who meet the criteria listed below. The Indexed Compensation Level shall be
adjusted annually in accordance with the California Consumer
Price Index (CPI) Urban Consumers for all items as determined by the Bureau of Labor Statistics, said percent increase to be reported
annually to the Board.
Board approval pursuant to this subsection shall only be required for employees that are in the following categories:
(i) Other Specified Employees (OSE), as designated by the President, such as Athletic Directors and Coaches;
(ii) Employees who directly report to the President;
(iii) Employees who directly report to a Chancellor or to the Director of the Ernest Orlando Lawrence Berkeley National Laboratory, when the compensation action requires an exception to policy; or
(iv) Employees who work at the Office of the President, when the compensation action requires an exception to policy.
Notwithstanding the above, employees exclusively subject to the provisions of the Academic Personnel Manual (APM) are not included in this Regental approval authority and instead are subject to all relevant APM approval requirements.
- Consider and recommend to the
Board on matters relating to academic and staff
personnel policies and personnel programs and labor
relations presented by the President of the University.
- Recommend to the Board on matters
relating to professorial salary scales.
- Consider and recommend to the
Board on matters concerning employee welfare benefit
programs, including reports and recommendations
presented by the President of the University relating
to retirement systems for University employees.
12.9 Committee on
Governance.
The Committee on Governance
shall:
- Consist of six members appointed
by the Chairman of the Board no later than March
of each year for the ensuing year. To ensure both continuity on issues of governance and appropriate succession of Board leadership, the terms of the six members shall be staggered, to the extent possible, with at least two members replaced each year. The Chairman
of the Board and the President of the University
shall not be eligible to serve as members of the Committee
on Governance. However, pursuant to Bylaw 10.4, the President of the Corporation
and the former Chairman of the Board for the year immediately following a term of office as Chairman shall be ex officio members of the Committee.
No member of the Board who has been appointed to
the Committee on Governance for three successive terms
shall be eligible again for appointment until the
lapse of one year,
and no member of the Board who had been appointed as Chair of the Committee on Governance for two consecutive terms shall be eligible again for appointment as Chair until the lapse of one year.
- Following consultation with the Chairman of the
Board and the President of the University, nominate,
at the regular meeting in May, a Chairman and a
Vice Chairman of the Board and a Chairman, a Vice
Chairman, and members of each Standing Committee
for the ensuing year and, upon approval by the Board,
the members so nominated shall be deemed appointed
to such offices and committees. The member nominated
as Vice Chairman of the Board may be, but is not
required to be, selected from among the members
nominated as Chairmen of the several Standing Committees.
- Nominate The Regents' representative and alternate
representative to the California Postsecondary Education
Commission. Upon approval by the Board, the persons
so nominated shall be deemed appointed as such representative
and alternate representative, respectively. The
representative and alternate representative shall
be nominated by the Committee on Governance at the
regular meeting in May of each year for a two-year
term commencing on July 1. In accordance with California
Education Code Section 66901, the representative
and alternate representative are to be chosen from
among the appointed members of the Board of Regents.
Members of the Board who are employed by any institution
of public or private postsecondary education shall
be ineligible to serve as representative or alternate
representative if they are permanent, full-time
employees of such institutions or if they have part-time
teaching duties there that exceed six hours per
week. The representative and alternate representative
may be reappointed to serve additional terms.
- Nominate members to fill vacancies on all other
Standing Committees and vacancies for The Regent's
representative and alternate representative to the
California Postsecondary Education Commission. Vacancies
on the Committee on Governance shall be filled by
the Chairman of the Board.
- Consider and recommend to the Board policies
relating to Standing Committee service and participation,
including the number of committees on which each
Regent will serve, whether meetings are coterminous
or concurrent, and specialized expertise requirements
for members of specific committees.
- Consider and recommend to the Board on Bylaw
functionality and effectiveness (i.e. quorum, maximum
membership on committees, etc.), and recommend changes
to the Board as necessary.
- Consider and recommend to the Board regarding
the appointment, responsibilities and authorities
of officers, committee chairs, and committees, and
recommend changes to the Board as necessary.
- Consider and recommend to the Board on the
format of Regents meetings.
12.10 Committee on
Long Range Planning.
The Committee on Long Range Planning shall:
(a) Consist of Regent members, who will regularly
consult with an Advisory Board representing a broader
range of constituents, including members of the Long
Range Guidance Team, chancellors, vice chancellors,
faculty members, deans, students, alumni, and other
administrative leaders.
(b) Consider and recommend to the Board on all matters
that assist the University in planning for the future
in ways that will aid in developing the institution
and in enhancing its strengths, with the intention of
maintaining the University's world-class mission of
research, teaching, and community service.
(c) Consider and recommend to the Board on the role
and process through which the Committee and its Advisory
Board suggest action items that would positively affect
the future of the University.
Includes amendments through March 2012
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