Humber Polytechnic president Ann Marie Vaughan defended herself against allegations that she opposed in-camera meetings and restricted board members from speaking in her absence, but put very specific lines around when in-camera discussions could occur and discouraged what she called “parking lot meetings.”
Half of Humber’s board of governors resigned en masse in January, and while most would not reveal the reason for their leaving, allegations reported in the media indicated they felt they were unable to adequately do their job under the then-current board.
Humber Et Cetera asked Vaughan to respond to allegations reported by the Toronto Star by an unnamed source that board members felt unduly restricted from meeting in camera. Vaughan said in an email that she did not oppose in-camera sessions or board members speaking when she was not present. She said boards can hold in-camera meetings as long as they do not “unnecessarily” exclude any members.
“Members may remove themselves from meetings for a conflict of interest, however, all 17 members of the board have the same fiduciary responsibility, and all should be involved in all meetings of the board where any decisions are made,” Vaughan said.
As Humber CEO, Vaughan is a member of the board, which is responsible for overseeing her and the activities of the executive staff, as well as doing her annual performance review.
“It is important that board meetings are duly constituted and are not, what has been sometimes referred to as ‘parking lot’ meetings, happening offline with only select members, no agenda, minutes, or notice,” she said.
Just days before the mass resignation of Humber’s board members, the Ontario government launched a third-party review of the polytechnic’s governance practices after a complaint was made by an unidentified third party.
The Toronto Star obtained the report of the review’s findings from an unnamed government source last week, which found a climate of conflict and mistrust, emphasizing the need for an overhaul of policies. The report focuses on improving the relationship between the board and Vaughan, calling for better role definitions and increased training for board members.
The review also states the importance of procedures to de-escalate tensions and provide clarity on “how to dissent,” according to the Star.
Vaughan did not provide a comment to the Star, according to the article, and her interview with Humber Et Cetera occurred before the leak of the provincial report.
She told Et Cetera that a letter of complaint external to Humber was sent to the government in December, prompting the ministry to start a review of the polytechnic’s governance practices. The president said Humber is fully committed to cooperating with the process.
According to the Star, Linda Franklin, former president of Colleges Ontario, an advocacy group for the province’s 24 public colleges, and author of the report, concluded that a good relationship between the president and the chair is essential to “restoring trust, improving collaboration and ensuring effective oversight.”
Vaughan, Deputy Minister of Colleges and Universities, David Wai and all current and former members of Humber’s board of governors spoke with Franklin as part of the investigation. However, former chair Akela Peoples declined to participate.
As first reported by the Star on Jan. 18, nine of the 17 members of Humber’s board of governors handed in their resignations after the provincial review was announced on Jan. 14. The list included Peoples, vice chair Anne Trafford and members Ali Ghiassi, Earl Davis, Lekan Olawoye, John Breakey, Joseph Carnevale and Pauline Larsen.
Breakey, Davis and Larsen were government appointees while the others were outside members. Humber student and IGNITE Board of Directors member Ana Downes also resigned on Jan. 21. IGNITE is the student union of Humber.
Board members are apparently legally prohibited from sharing the details that led to their resignations, but in an IGNITE statement following Downes’ resignation, they said, "we know and trust in Ana’s decision-making skills and fully support her choice."
Former chair, Peoples, provided a statement to Humber Et Cetera that those who stepped down felt they were limited in their oversight roles.
“We concluded however that constraints were preventing us from properly and responsibly fulfilling our very important duty of care in public service, and we were left with no other viable path forward but to step down,” former chair Peoples, who was part of the mass resignation, said in a statement to Humber Et Cetera.
In her report, “When Governance Fails: Humber College Fact Finding Report,” Franklin recommended measures to “reset” Humber’s approach using new governance policies.
These include conflict management training and guidance on navigating difficult conversations for all board members, along with supplementary training for new chairs to clarify their roles and responsibilities. The board policy should establish checks and balances for the chair’s role, and each new chair should meet with the president at the start of their tenure to set expectations regarding the frequency, timing, attendees and scope of their meetings.
Franklin also advised internal governors to be supported in learning how to voice their perspectives effectively, given their unique position as employees or students of the polytechnic. To ensure clear and consistent communication, a board protocol should also be developed to limit direct communication between individual board members and college staff, requiring inquiries to be routed through the president’s office. The president should also create a conflict resolution policy.
In her interview with Et Cetera, Vaughan said Humber’s board of governors had no policies in 2022, and by June 2024, there were 15 policies in place.
Vaughan wrote she had hired York University professor Richard LeBlanc as an independent governance expert in March 2023 to support her office and the board in developing board policies. She said LeBlanc worked on creating a series of best practice policies for the board of governors.
She endorsed the 2024 edition of his book, The Handbook of Board Governance, writing that the book is an “essential read for leaders looking to (effect) good corporate governance and citizenship.” The president said corporate leaders have a “responsibility to lead by example and set forward policies and actions that will create a better world.”
The book lists several red flags about how the CEO interacts with their board members. One of them is when a CEO “is strongly opposed to in-camera sessions of only Independent Directors.”
LeBlanc writes that in-camera sessions were described to him as the most important tool for a board to enhance its effectiveness.
In an email interview with Et Cetera, Leblanc said he asked several people to endorse his book, and Vaughan was one of the endorsers who “believes in good governance.”
The board currently has 11 members, including the president. Jacqueline Edwards, Rudy Dahdal and Richard Rabba, who joined the board in the fall. Akanni Fredrick, Kristy Adams and Lisa Salem-Wiseman, members of the Humber community, also remained on the board. The board unanimously voted to name Scott Allison as the new chair on March 6.
Queen’s Park filled the government-appointed positions on Jan. 29 by naming Gillian Steeve, assistant deputy minister in the ministry of long-term care, Jane Mallen, assistant deputy attorney general in the policy division at the ministry of the attorney general, and Phil Graham, assistant deputy minister in the strategic policy and planning at the ministry of education, to the board. However, the IGNITE student representative still has not been selected.
Humber Et Cetera filed a Freedom of Information and Protection of Privacy Act request on Jan. 29, seeking Humber’s board meeting minutes and correspondences between Humber and the Ministry of Colleges and Universities regarding governance concerns and board resignations from Aug. 29, 2022, to Jan. 29, 2025.
However, Humber’s legal, risk and privacy office extended the decision deadline, stating they are “required to provide impacted third parties written notice and an opportunity to make representations about the release of records.”
The department will provide an answer by April 17, five days before the end of the academic year.
