Bylaw 12. Responsibilities of Standing Committees

12.1 Committee on Compliance and Audit.

The Committee on Compliance and Audit shall:

  1. 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.

  2. Meet at least four times per year.
  3. Review the annual internal audit plan and the extent to which it addresses high risk areas.
  4. Review the annual report of the internal audit department and discuss significant issues of internal controls with the University Auditor and management.
  5. 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.
  6. Receive and review the annual financial report with the independent certified public accountants and management.
  7. 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.
  8. 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.
  9. 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:

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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:

  1. Consider all matters relating to the business management of the University and the Corporation.
  2. 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.
  3. 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.
  4. Except as otherwise provided in the Standing Orders, recommend to the Board on matters which commit the University to expenditures in future fiscal years.
  5. 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).
  6. 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.
  7. 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.

  8. 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.
  9. 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.
  10. 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.
  11. Consider and recommend to the Board on matters concerning patent policies, including reports and recommendations presented by the President of the University.
  12. 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.
  13. 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.
  14. 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:

  1. 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).
  2. 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.
  3. Consider capital improvement requests as defined in Standing Order 100.4(q) and make recommendations in connection therewith to the Board.
  4. 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:

  1. Manage the investments and investment properties of the Corporation.
  2. 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.
  3. By appropriate resolution or resolutions, at all times maintain in force a system of custodianship of all securities.
  4. Report periodically to the Board concerning the investment operations of the University.
  5. 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:

  1. 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.
  2. 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.
  3. Consider reports relating to:
    1. the management of the Laboratories;
    2. the scientific and technical quality of all work undertaken at the Laboratories;
    3. the appointment and retention of Laboratory personnel of the highest competence;
    4. the health and safety of the public and Laboratory employees and the maintenance of environmental quality;
    5. interaction among the Laboratories, the campuses and the larger scientific community; and
    6. the quality of Laboratory communication with the public concerning all Laboratory work.
  4. 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:

  1. Consider and recommend to the Board strategic plans for University clinical enterprise activities and for each academic medical center.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. Consider developments, including pending legislation, involving significant changes in health care delivery and financing.
  8. Act in an advisory capacity to the President of the University with respect to appointments of Directors of University hospitals.
  9. 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:
    1. a mission statement with attention to the three basic functions of teaching hospitals: patient care, education, and research in the health sciences;
    2. medical staff bylaws;
    3. 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.
  10. Report periodically to the Board concerning the functions and activities of the Committee.

12.8 Committee on Compensation.

The Committee on Compensation shall:
  1. 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 policies, procedures, programs, and practices are fair, effective, clear, comprehensible, transparent, and accountable, and inspire the trust of the University community and the public.
  2. 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.
  3. 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.
  4. 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 all University employees for whom Regental approval is required 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.

  5. 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.
  6. Recommend to the Board:

    (1) All compensation of employees for whom Regental approval is required pursuant to Regental policies; 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.

  7. 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.
  8. Recommend to the Board on matters relating to professorial salary scales.
  9. 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:

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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:

  1. 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.
  2. 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.
  3. 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 November 2013

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