Advisory committees and boards may be established by the University of Washington Board of Regents on the recommendation of the Governance Committee of the Board to provide the University with expert advice on such subjects as the Board may specify, in accordance with Article IV, Section 5 of the Board's Bylaws. All advisory committees and boards established herewith are subject to the principles set forth in Section 2 below unless otherwise provided in Section 1.
| A. | Audit Advisory Committee The Board of Regents is vested by statute with responsibility for the governance of the University. The Board hereby establishes an Audit Advisory Committee with the following principles. |
||||
| 1) | Membership and Terms The Audit Advisory Committee shall consist of no more than ten members to be appointed by the Board. The Chair, Vice Chair, and members shall be recommended by the Governance Committee and approved by the Board after consultation with the University President and designee. One or two of the appointed members shall be selected from the Board. The remaining appointed members shall be experienced professionals of varying backgrounds. There shall be a three-year term for regent and non-regent members, renewable by the Board. Members will be asked to make a minimum commitment of three consecutive years and shall serve at the pleasure of the Board. |
||||
| 2) | Functions The Audit Advisory Committee shall advise the Board or its appropriate standing committee and the University President or designee on matters relating to the University's financial practices and standards of conduct. The committee is responsible for reviewing and advising on any external and internal financial audits, and internal controls. The committee may, through its Chair, ask management to address specific issues within the advisory responsibilities of the committee. |
||||
| 3) | Administrative Support The Vice President for Finance shall ensure that the Audit Advisory Committee has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| B. | Diversity, Equity, and Inclusion Advisory Committee The Board of Regents is vested by statute with responsibility for the governance of the University. The Board hereby establishes a Diversity, Equity, and Inclusion Advisory Committee with the following principles. |
||||
| 1) | Membership and Terms The Diversity, Equity, and Inclusion Advisory Committee shall consist of no more than twelve members to be appointed by the Board. The Chair, Vice Chair, and members shall be recommended by the Governance Committee and approved by the Board after consultation with the University President and designee. Up to five of the appointed members shall be selected from the Board of Regents. The University President shall be a member ex officio. One member shall be a member of the University faculty, selected in consultation with the Faculty Senate leadership. One member shall be a UW student, selected in consultation with ASUW and GPSS leadership. One member shall be on or closely associated with the Foundation Board, selected in consultation with the executive committee of the Foundation Board. The remaining appointed members shall be community members with relevant backgrounds. There shall be a two-year term for faculty, Foundation Board, and community members, renewable by the Board. Members will be asked to make a minimum commitment of two consecutive years and shall serve at the pleasure of the Board. The student and regent members shall serve one-year terms, renewable by the Board. |
||||
| 2) | Functions The Diversity, Equity, and Inclusion Advisory Committee shall advise the Board or its appropriate standing committee and the University President or designee on matters relating to diversity, equity, and inclusion for faculty, students, staff and in procurement and contracting. |
||||
| 3) | Administrative Support The Office of Minority Affairs and Diversity shall ensure that the Diversity, Equity, and Inclusion Advisory Committee has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| C. | Governmental Affairs Advisory Committee The Board of Regents is vested by statute with responsibility for the governance of the University. The Board hereby establishes a Governmental Affairs Advisory Committee with the following principles. |
||||
| 1) | Membership and Terms The Governmental Affairs Advisory Committee shall consist of no more than twelve members to be appointed by the Board. The Chair, Vice Chair, and members shall be recommended by the Governance Committee and approved by the Board after consultation with the University President and designee. One or two of the appointed members shall be selected from the Board. One member shall be selected from the directors of the UW Foundation Board, in consultation with its leadership. The remaining appointed members shall be experienced professionals with relevant backgrounds. There shall be a three-year term for regent and non-regent members, renewable by the Board. Members will be asked to make a minimum commitment of three consecutive years and shall serve at the pleasure of the Board. |
||||
| 2) | Functions The Governmental Affairs Advisory Committee shall advise the Board or its appropriate standing committee and the University President or designee on matters relating to the University's relationship to federal, state, and local governments and agencies. |
||||
| 3) | Administrative Support The Vice President for External Affairs shall ensure that the Governmental Affairs Advisory Committee has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| D. | University of Washington Investment Management Company (UWINCO) Board The Board of Regents is vested with the responsibility for the management of the properties of the University, including its investment programs. Statements of Investment Objectives and Policy are approved by the Board of Regents to guide the management of the University's investment programs.
In 2001, the Board of Regents established an advisory committee, the University of Washington Investment Committee, consisting of both Board of Regent members and external investment professionals. In 2004, the Board of Regents appointed the University's first Chief Investment Officer to manage the day to day activities of the investment portfolios. In 2015, the Board of Regents approved the establishment of the University of Washington Investment Management Company (UWINCO), an internal investment management company. The former investment management advisory committee was replaced with an investment management advisory board known as the University of Washington Investment Management Company Board (UWINCO Board). |
||||
| 1) | Powers and Duties The UWINCO Board shall: |
||||
| a) | Advise the Board of Regents (and/or its appropriate committee), the University President, and the Chief Investment Officer on matters relating to the management of the University's investment programs. This includes but is not limited to the following: overall asset allocation, performance goals, new investment strategies, strategy implementation, manager identification, due diligence, and valuation policy. |
||||
| b) | Advise the University President on the selection and compensation of the Chief Investment Officer and other matters related to the administration of the University's investment programs. |
||||
| c) | Advise the Chief Investment Officer on the compensation of professional investment staff and other matters related to the administration of the University's investment programs. |
||||
| 2) | Accountability The UWINCO Board shall be accountable to the Board of Regents. |
||||
| 3) | Membership and Terms |
||||
| a) | Membership The UWINCO Board shall consist of no more than eight members appointed by the Board of Regents, plus the University President, who shall serve ex officio. The Chair, Vice Chair, and members shall be recommended by the Governance Committee and approved by the Board after consultation with the University President, designee, the Chief Investment Officer, and the Chair of the UWINCO Board. One or two UWINCO Board members shall be selected from the Board of Regents. The remaining UWINCO Board members shall be experienced investment and/or business professionals of varying backgrounds with close ties to the University. Criteria for non-regent membership on the UWINCO Board shall include investment and/or business expertise in such areas as private equity, hedge funds, international markets, real estate, and institutional investing; access to desirable portfolio managers; strategic focus; and commitment to the University. |
||||
| b) | Term There shall be a three-year term for regent and non-regent members, renewable by the Board of Regents. Members will be asked to make a minimum commitment of three consecutive years and shall serve at the pleasure of the Board of Regents. |
||||
| c) | Administrative Support The Chief Investment Officer shall ensure that the UWINCO Board has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| 4) | Meetings of the UWINCO Board |
||||
| a) | Meetings Regular meetings of the UWINCO Board shall be held quarterly. Special meetings may be called by the Chair of the Board of Regents, the Chair of the UWINCO Board, or the University President at any time. |
||||
| b) | Notice and Agenda Notice of time and place of the UWINCO Board meetings together with the agenda and all available material shall be delivered to each member of the UWINCO Board by regular mail, electronic mail, or otherwise before any regularly scheduled meeting. |
||||
| 5) | Committees of the UWINCO Board |
||||
| The standing committees set forth below are established to facilitate the business of the UWINCO Board and the University. |
|||||
| a) | Compensation and Leadership Committee |
||||
| i) | Purpose The primary purpose of the Committee is to advise the University President on the compensation of senior professional investment staff, the leadership effectiveness of the investment program, and the investment program budget. |
||||
| ii) | Composition The Committee shall be comprised of at least three members of the UWINCO Board. The Chair of the UWINCO Board or designee shall be the Chair of the Committee. |
||||
| iii) | Meetings The Committee shall hold regular annual meetings. Special meetings may be called upon the request of the UWINCO Board Chair, the Compensation and Leadership Committee Chair, or the University President. |
||||
| b) | Risk and Compliance Committee |
||||
| i) | Purpose The primary purpose of the Committee is to monitor investment program risk management and compliance, risk management procedures, compliance with the co-investment guidelines, and the liquidity of the Consolidated Endowment Fund. Issues or concerns shall be communicated as appropriate to the Board of Regents and the University President. |
||||
| ii) | Composition The Committee shall be comprised of at least three members of the UWINCO Board. The Chair of the UWINCO Board or designee shall be the Chair of the Committee. |
||||
| iii) | Meetings The Committee shall hold regular annual meetings. Special meetings may be called upon the request of the UWINCO Board Chair, the Risk and Compliance Committee Chair, or the University President. |
||||
| 6) | Reports to the Board of Regents On behalf of the UWINCO Board, the Chief Investment Officer shall report to the Board of Regents and/or its designated committee providing: |
||||
| a) | Quarterly UWINCO Board Discussion Summary—A verbal briefing on UWINCO Board meetings, when requested. |
||||
| b) | Quarterly Investment Report—An investment performance report for the Board of Regents. |
||||
| c) | Annual Investment Program Review—A review of the investment policies, investment performance, market conditions, strategic portfolio positioning and risk, and an overview of investment management practices among peer institutions. |
||||
| 7) | Conflict of Interest Regent members of the UWINCO Board are governed by conflict of interest rules applicable to regents. Non-regent members shall comply with the following conflict of interest provisions: |
||||
| a) | When a UWINCO Board member knows that the University is considering a transaction in which he or she has a beneficial interest, the member shall (1) alert the Chief Investment Officer of potential beneficial interest, and (2) not participate in the formulation or rendering of advice with respect to the transaction. |
||||
| b) | UWINCO Board members shall not participate in the formulation or rendering of UWINCO advice where their participation could be influenced by financial or other considerations that would conflict or could reasonably appear to conflict with their UWINCO Board obligation to only consider the best interest of the University. Where a member is uncertain about the application of this rule to particular circumstances, he or she should consult the Chair of the UWINCO Board and the Chief Investment Officer who may seek the advice of the Attorney General's Office as appropriate.
|
||||
| c) | UWINCO Board members may engage in investment transactions with the University if the Chair of the UWINCO Board and the Chief Investment Officer (who may consult with the Attorney General's Office as he or she deems appropriate) determine that the UWINCO Board member has not participated in the formulation or rendering of UWINCO advice to the University regarding the transaction. |
||||
| E. | UW Medicine Advisory Board The Board of Regents is vested by statute with the authority to establish, operate, and maintain a school of medicine and with the authority to operate, maintain, control, and supervise a hospital to be used as a patient care and teaching resource for the health sciences professional schools. The University has operated a licensed hospital on its campus since 1959 that has been formally designated the University of Washington Medical Center (UWMC). The University has also contracted with the Trustees of Harborview Medical Center (HMC), acting on behalf of King County, to provide for hospital management and medical services in conjunction with teaching and research activities at HMC since January 1970. In 1992, the University established an operating unit known at that time as the UW Academic Medical Center that included the UW School of Medicine, UWMC, HMC, and the Association of University Physicians d/b/a University of Washington Physicians (a nonprofit professional practice plan). Since 1992, the trademarked name of the operating unit has been changed to UW Medicine and four additional organizations have been added to the operating unit. These organizations include Airlift Northwest, UW Physicians Network d/b/a UW Neighborhood Clinics (a nonprofit organization that operates ambulatory clinics), Northwest Hospital & Medical Center (NWH) and Valley Medical Center (VMC). Thus, as an operating unit of the University, UW Medicine includes responsibility for the UW School of Medicine, four hospitals (UWMC, HMC, VMC, and NWH, a second campus of UWMC effective January 1, 2020), Airlift Northwest (ALNW), University of Washington Physicians (UWP), UW Neighborhood Clinics (UWNC), and UW Medicine central operations and assets. In addition, UW Medicine has operating responsibility for the University's membership in UW Medicine Choice Care, Children's University Medical Group (CUMG), the Seattle Cancer Care Alliance (SCCA), the PNWCIN LLC d/b/a Embright, and RCCH-UW Medicine Healthcare Holdings, LLC. The authority of the boards of the above referenced entities is described in the respective governing documents. The University Hospital Board created to govern the University Hospital in 1976 became the UW Medicine Board in 2000, adding advisory responsibilities for all the organizations that comprise UW Medicine to its governance responsibilities for UWMC. In July 2018 the Board of Regents decided to dissolve the existing UW Medicine Board and to reestablish a UWMC Board to govern UWMC that is directly responsible to the Board of Regents in all respects required by law and by the accreditation standards of the Joint Commission. Simultaneously, the Board of Regents decided to establish a new UW Medicine Advisory Board to advise it on UW Medicine-wide strategy. The Board of Regents has delegated to the University President the administration of the University in accordance with its bylaws, standing orders, and policies. The University President has delegated to the Chief Executive Officer, UW Medicine, Executive Vice President for Medical Affairs, and Dean of the UW School of Medicine (CEO) chief executive responsibility for overseeing, planning, and coordinating the resources of the organizations referred to as UW Medicine; negotiating, executing, and maintaining extramural affiliation and operating agreements involving UW Medicine; and in general administering all aspects of the operating unit known as UW Medicine. The Board of Regents hereby establishes a UW Medicine Advisory Board (UWMAB) charged with advising the Board of Regents on all aspects relating to UW Medicine in accordance with the following principles. The role of the UWMAB shall not create a partnership or other separate legal entity of the organizations referred to as UW Medicine. The organizations of UW Medicine that are separate legal entities shall retain that status. Contracts among the organizations that comprise UW Medicine are not superseded or amended by creation of the UWMAB and the formation of the UWMAB does not create joint and several liability among them. |
||||
| 1) | Membership and Terms The UWMAB shall consist of no more than sixteen members. The University President and the CEO of UW Medicine shall serve as ex officio members not counting toward the total of sixteen members. The Chair, Vice Chair, and members shall be recommended by the Governance Committee of the Board of Regents and approved by the Board of Regents after consultation with the President and the CEO. At least two of the appointed members shall be selected from the Board of Regents. Two members, ordinarily the chair and vice chair, shall be selected by the Governance Committee of the Board of Regents from the UW Medical Center Board. The remaining advisory board members should be experienced professionals with relevant backgrounds in healthcare, hospital systems, or other professional areas relevant to the business functions of UW Medicine. In accordance with the respective, applicable agreements, two members each shall be chosen by the Governance Committee of the Board of Regents from the Board of Trustees of Valley Medical Center (VMC), from the Board of Trustees of Harborview Medical Center (HMC), and from the Board of Directors of the Fred Hutchinson Cancer Center (FHCC), and shall be approved by the Board of Regents after consultation with the University President and the CEO of UW Medicine There shall be a three-year term, running from October 1 to September 30 and renewable by the Board of Regents, for regent and non-regent members, with the exception of the representatives from the boards of HMC, VMC, and FHCC, whose terms shall be subject to the respective operating agreements if those should diverge from these provisions. Members will be asked to make a minimum commitment of three consecutive years and shall serve at the pleasure of the Board of Regents. The terms of members of the inaugural board shall be staggered so that the final terms of no more than six of the members will expire simultaneously on September 30 of any given year. |
||||
| 2) | Functions The UWMAB shall advise the Board of Regents or its appropriate standing committee, the University President or designee, and the CEO of UW Medicine on all matters relating to UW Medicine especially with respect to strategy, finance, and system-wide integration of all entities and affiliates of UW Medicine. Specifically, the UWMAB shall: |
||||
| a) | Advise the Board of Regents on the development and execution of a comprehensive strategy for UW Medicine; |
||||
| b) | Vet all action items, including any major projects and strategic initiatives that will come before the Board of Regents for approval; and |
||||
| c) | Recommend approval of the stand-alone UW Medicine budget, not including the School of Medicine, as it will be included in the comprehensive UW operating budget subsequently presented to the Board of Regents. |
||||
| The UWMAB shall meet at least once every quarter. Special meetings may be called by the Chair of the Board of Regents, the Chair of the UWMAB, the University President, or the CEO of UW Medicine at any time. |
|||||
| 3) | Reports to the Board of Regents Communications from UW Medicine and from the UWMAB shall be structured as follows, with any additional reports as requested by the Board of Regents by policy, or by circumstance: |
||||
| a) | On behalf of UW Medicine the CEO shall make the following regular reports: |
||||
| i) | Monthly Report of the CEO The CEO shall provide a report to the full Board of Regents every month. The Board encourages the CEO to make a forward-looking report accompanied with a one- or two-page set of key indicators of UW Medicine's performance. |
||||
| ii) | Annual Patient Safety and Quality Report Each year, the CEO and the Chief Health System Officer or other designee, and others as designated, shall appear before the Board of Regents to report on patient safety and quality. |
||||
| iii) | Annual Financial Report Each year, the CEO and Chief Financial Officer or other designee, and others as designated, shall appear before the Board of Regents to report on the financial condition of UW Medicine and to present audited financial results at the same time and in conjunction with the annual presentation of the University’s audited financial results. |
||||
| iv) | Annual Compliance Report Each year, the CEO of UW Medicine and the Chief Compliance Officer or other designee, and others as designated, shall appear before the Board of Regents to report on UW Medicine compliance programs. |
||||
| b) | Quarterly UWMAB Report On behalf of the UWMAB, the Chair or designee shall provide quarterly reports to the Board of Regents, when requested. |
||||
| 4) | Administrative Support The CEO of UW Medicine shall ensure that the UW Medicine Advisory Board has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| 5) | Conflict of Interest Policy Regent members of the UW Medicine Advisory Board are governed by conflict of interest rules applicable to regents. Non-regent members shall comply with the following conflict of interest provisions: |
||||
| a) | Policy Statement The Board is committed to managing any actual or potential conflict of interest held by a Board member. No Board member shall use a Board role to secure special privileges or exceptions; receive compensation for performance of Board-related activities from a non-UW source; or receive a gift if receipt of the gift could be reasonably expected to influence or reward the performance of Board activities. The provisions of Chapter 42.52 RCW shall also apply to each Board member. |
||||
| b) | Key Definitions The following key definitions do not change the definitions in the state ethics law which apply in regard to compliance with such law: "Beneficial Interest" means a direct or indirect financial interest in a transaction between UW Medicine and an outside entity in which a Board member or Immediate Family Member has the ability to profit, assert control, or exert influence. Mutual funds or similar investment pooling funds are not considered Beneficial Interests because the individual does not have the ability to assert control or exert influence. Publicly traded securities are considered a Beneficial Interest only if the transaction is reasonably likely to have a material effect on the market value of the securities in question. "Conflict of Interest" means any situation in which a Board member or Immediate Family Member may have a Beneficial Interest in a decision of the Board, or a decision the Board member might make in a Board role. "Immediate Family Member" means the spouse, domestic partner, child, or parent of any Board member, as well as any other individual living in the household of any Board Member. "Participate" means to engage personally and substantially through approval, disapproval, decision, recommendation, the rendering of advice, investigation, or otherwise. |
||||
| c) | Review Procedures |
||||
| i) | Ongoing Duty to Disclose In connection with any actual or potential Conflict of Interest, a Board member must disclose to the Chair of the Board and the CEO/EVPMA/Dean the existence of any and all material facts relating to the actual or potential Conflict of Interest. When the Board member seeking to disclose an actual or potential Conflict of Interest is the Chair of the Board, the disclosure will be to the CEO/EVPMA/Dean. When the Board member seeking to disclose an actual or potential Conflict of Interest is the CEO/EVPMA/Dean, the disclosure will be to the Chair of the Board. Disclosure and management of the actual or potential Conflict of Interest should be reflected in the Board's minutes. |
||||
| ii) | Annual Conflict of Interest Disclosure Questionnaire Each Board member will complete a Conflict of Interest Disclosure Questionnaire (Questionnaire) at the time of appointment, and annually thereafter, to assist in the identification and management of any potential or actual Conflict of Interest. The CEO/EVPMA/Dean or designee will review each Questionnaire, and in consultation with the Chair of the Board, will put in place a Conflict of Interest management plan as needed. Such Conflict of Interest management plan shall be included in the Board's minutes. |
||||
| iii) | Violations of the Conflict of Interest Policy If there is reasonable cause to believe that a Board member has failed to disclose an actual or potential Conflict of Interest, the Board Chair or CEO/EVPMA/Dean shall inform the Board member of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose. If after reviewing the response of the individual and making such further investigation as may be warranted in the circumstances, the Board determines that the Board member has in fact failed to disclose an actual or potential Conflict of Interest or otherwise has violated this policy, the Board shall take appropriate corrective action and notify the University President and Chair of the Board of Regents. If there is reasonable cause to believe that the Board Chair has failed to disclose an actual or potential Conflict of Interest, the CEO/EVPMA/Dean shall take the steps outlined above. In the event that there is reasonable cause to believe that the CEO/EVPMA/Dean has failed to disclose an actual or potential Conflict of Interest, the Chair of the Board shall take the steps outlined above. |
||||
| d) | Annual Education Each Board member will sign a statement annually that affirms that the Board member: |
||||
| i) | Has received a copy of the Board Conflict of Interest Policy; |
||||
| ii) | Has read, understands, and agrees to comply with the Conflict of Interest
Policy; and |
||||
| iii) | Has reviewed and understands any educational materials provided. |
||||
| F. | Advisory Committee on Real Estate (ACRE) The Board of Regents is vested by statute with responsibility for the management of the real properties of the University, including its Metropolitan Tract located in downtown Seattle. The Board has established an Advisory Committee on Real Estate (ACRE) and adopted the following principles. |
||||
| 1) | Membership and Terms ACRE shall consist of no more than nine members to be appointed by the Board, plus the University President who shall serve ex officio. These appointments shall be based on recommendations submitted by the Governance Committee and approved by the Board after consultation with the Chair of ACRE and University President or designee. One or more of the appointed members shall be selected from the Board. The remaining appointed members shall be experienced professionals of varying backgrounds. There shall be a three-year term for regent and non-regent members of ACRE, renewable by the Board of Regents. Members will be asked to make a minimum commitment of three consecutive years and shall serve at the pleasure of the Board. |
||||
| 2) | Functions ACRE shall advise the Board of Regents and/or its appropriate committee and the University President and/or designee on matters relating to the management of the University's commercial income producing properties and other significant real estate investments. |
||||
| 3) | Administrative Support The Finance Office shall ensure that ACRE has appropriate administrative support services, including secretarial assistance and record keeping. |
||||
| G. | Advisory Committee on Socially Responsible Investing The Board of Regents is vested by statute with responsibility to manage the investment portfolios of the University of Washington. Decisions regarding the investment portfolios are geared towards maximizing the resources of the University in support of its primary teaching and research mission. The Board is ever mindful of the endowment as a fund established through private gifts which support donor-specified programs today and in the future. Ethical considerations have led the Board, from time to time, to engage the University in shareholder activism or divestment. Such occurrences are rare. Divestment means the sale of specific companies and/or market sectors from the investment portfolio for financial, ethical, or political reasons. The process involves ongoing portfolio screening and monitoring to ensure compliance. The fiduciary duty of the Board ensures a strong presumption against divestment. Divestment is considered only after all options to address the ethical concern have been reviewed and found unsatisfactory. In making any determination, the Regents recognize the need for a clear process that allows for University community input, evaluation, and articulated criteria to inform the Board's decision-making. No process or set of criteria, however, can be expected to address all situations that might arise. The Board reserves the right to interpret these provisions as broadly or narrowly as it sees fit, consistent with the policies of the University and applicable external laws and regulations. The Board hereby establishes the Advisory Committee on Socially Responsible Investing (ACSRI) with the following principles to receive and to evaluate proposals for divestment. |
||||
| 1) | ACSRI Responsibilities An ACSRI is convened to advise the Board or its appropriate standing committee on the social and ethical aspects of issues related to socially responsible investing, including:
Upon request by the Board, the ACSRI will review prior approved Board actions related to socially responsible investing for their continuing appropriateness. |
||||
| 2) | Membership and Terms The ACSRI will consist of no more than 8 voting members with consideration given to tri-campus representation. Member selection will be made in the following numbers and from the following groups:
The ACSRI Chair and members will be recommended by the Governance Committee and approved by the Board after consultation with the University President or designee. The personnel convened to evaluate a proposal or proposals to divest shall sit until the evaluation is complete. Committee members sit at the Board’s pleasure, and may be removed at any time. |
||||
| 3) | Meetings ACSRI meetings will be held during the academic year (from October through May) and shall be convened by the Board Office, when the Governance Committee deems a proposal worthy of consideration. ACSRI meetings are open only to ACSRI members and invited guests. |
||||
| 4) | Criteria for Evaluating Proposals to Divest The Board will only consider recommendations to divest its endowment of direct holdings in publicly held companies if they have been vetted by the ACSRI and meet the following criteria: |
||||
| a) | The actions or inactions of the company or companies are deemed "morally reprehensible in that its activities result in social, political, or environmental harms that outweigh any positive social or economic function," and: |
||||
| i) | The divestiture will likely have a meaningful impact toward correcting the specified social harm and will not result in disproportionate, offsetting societal consequences; or |
||||
| ii) | The company contributes to harm so grave that it would be inconsistent with the mission and ethical principles of the University as defined in Regent Policies No. 1 and No. 2. |
||||
| b) | Divestment is seen to be more viable and appropriate than ongoing shareholder engagement. |
||||
| c) | The requested action is not likely to impair the University's capacity to carry out its educational mission (for example, by causing deep divisions within the University community). |
||||
| d) | There is a broad and continuing base of support within the University community including students, faculty, alumni, and staff who believe that action is warranted. Evidence of support shall include the following: |
||||
| i) | Endorsement from the Associated Students of the University of Washington (ASUW); |
||||
| ii) | Endorsement from the Graduate and Professional Student Senate (GPSS); |
||||
| iii) | Endorsement from the Faculty Senate; |
||||
| iv) | Endorsements from the Associated Students of the University of Washington, Bothell and the Associated Students of the University of Washington, Tacoma; |
||||
| v) | General petitions signed by students, faculty, alumni, and staff of the University; and |
||||
| vi) | Endorsements from Registered Student Organizations (RSOs). |
||||
| e) | A specific company or list of companies based on measurable industry criteria may be targeted for divestiture. |
||||
| The Board may consider avenues other than divestiture such as shareholder engagement. In such instances, the criteria provided here in Sections 4.c and 4.d must be met. Educational initiatives, sustainability initiatives, or targeted research may also be pursued. | |||||
| 5) | Procedure and Voting Sponsors of a divestment proposal will submit a request for review by the Advisory Committee on Socially Responsible Investing (ACSRI) to the Board Office. The Governance Committee, on the advice of the Board Office and the Office of the President, will review the proposal to ensure that it meets the criteria specified in Section 1.G.4 for consideration. If the proposal is judged to meet the criteria in Section 1.G.4, the ACSRI will be convened. The sponsors will present their proposal to the ACSRI for review and answer questions. The ACSRI may decide to bring in experts to provide additional information and education to committee members. The ACSRI will concentrate on developing an ethical framework for the Board’s decision-making by weighing the consequences of a company's or companies' actions and inactions and through exploring effective paths to mitigating or reversing any harms through investor action. A two-thirds vote (six voting members) is required to move a recommendation forward to the Board. If there are insufficient members present to meet the quorum when the vote is taken, votes may be taken by email to the ACSRI Chair. All recommendations and reports shall include a summary of minority viewpoints of ACSRI members. The ACSRI may: |
||||
| a) | Deny the proposal; |
||||
| b) | Recommend that the Board consider the divestment proposal; or |
||||
| c) | Recommend that the Board consider shareholder engagement or some other action(s). |
||||
| Sponsors may elect to resubmit the proposal (revised or not) for future consideration. |
|||||
| 6) | Recommendations to the Board Recommendations for Board consideration from the ACSRI will be submitted to the Office of the Board of Regents and to the Office of the President. The ACSRI Chair and other ACSRI members as appropriate will present proposals to the Board and answer questions. The sponsors of the proposal will be available to present information and answer questions. To satisfy its fiduciary duty, the Board will request that University staff, engaging outside consultants as necessary, provide an in-depth analysis of the financial impact of the ACSRI's recommendations on the University's investments. The UWINCO Board may be asked to provide its perspective on the financial impact on the endowment. The ACSRI's proposal will initially be reviewed by the Board, or its appropriate subcommittee, as an information item. If the Board is prepared to act, it will direct staff to prepare an action item for an upcoming meeting of the Board. If a divestment action is approved by the Board, then the Statements of Investment Policy and Objectives for the Consolidated Endowment Fund and Invested Funds will be amended. Staff will prepare a divestment implementation timeline. |
||||
| 7) | Reporting Requests for action submitted to ACSRI will be posted on the ACSRI website. Final disposition of each request submitted will also be published on the website. Decisions of the ACSRI to deny a divestment proposal will be communicated to the Office of the Board of Regents and to the Office of the President. |
||||
| 8) | Staff Support The Board Office and the Office of the President will: |
||||
| a) | Manage the ACSRI member selection process; |
||||
| b) | Provide administrative support to the ACSRI including scheduling meetings, managing member communication, and maintaining the ACSRI website; and |
||||
| c) | Work with the ACSRI Chair to develop ACSRI agendas, conduct research including the identification of outside experts, maintain meeting minutes, and provide other management support as requested. | ||||
| A. | Committee and Board Members Members of all Board-created advisory committees and boards serve at the pleasure of the Board of Regents. This includes appointments made by the Board for specified periods of time according to the organizational documents approved or authorized by the Board. Notwithstanding provisions in this Order for three-year terms for regent members, a regent's term on a committee or board shall terminate when a regent's term ends, or when the Governor appoints a successor, whichever is later. |
||||
| B. | Meetings The advisory committees and boards shall establish a regular meeting schedule. Other meetings may be called by the chair of the advisory committee or board at any time. The chair of the advisory committee or board may invite experts who are not members of the advisory committee or board to attend specific meetings to provide additional guidance, advice, and information. As advisory bodies, meetings of advisory committees and boards to the Board of Regents are exempt from the requirements of the Open Public Meetings Act, state of Washington Chapter 42.30 RCW. |
||||
| C. | Indemnification and Compensation The University shall indemnify members of the advisory committees and boards to the fullest extent permitted by law, the Standing Orders, and Regent Policies of the Board. Advisory committee or board members will not be paid for service on the committee or board. |
||||
| D. | Conflict of Interest Regental members of the advisory committees and boards are governed by conflict of interest rules applicable to regents. Non-regent members shall comply with the following conflict of interest provisions: |
||||
| 1) | Beneficial Interest When a member of an advisory committee or board knows that the University is considering a transaction in which he or she has or may have a beneficial interest, the member shall (1) alert the chair of the advisory committee or board of such beneficial interest, and (2) not participate in the formulation or rendering of advice with respect to the transaction. |
||||
| 2) | Best Interests of the University Committee or board members shall not participate in the formulation or rendering of advice by the advisory committees or boards where their participation could be influenced by financial or other considerations that would conflict or could reasonably appear to conflict with their obligations to only consider the best interests of the University. Where a member is uncertain about the application of this rule to particular circumstances, he or she should consult the chair of the advisory committee or board, who may seek the advice of the Attorney General's Office as appropriate. |
||||
| 3) | Engagement in Transactions Committee or board members may engage in transactions with the University if the chair of the advisory committee or board and the University President (who may consult with the Attorney General's Office as he or she deems appropriate) determine that the member has not participated in the formulation or rendering of advice by the advisory committee or board to the University regarding the transaction. |
||||
| E. | Chair and Vice Chair The chair and vice chair of the advisory committees and boards shall be recommended by the Governance Committee and approved by the Board. During the absence of the chair or while he or she is unable to act, the vice chair shall perform the duties and exercise the powers of the chair. |
||||
| F. | Reports to the Board of Regents The chair of the advisory committee or board or designee shall provide reports to the Board or its designated standing committee at least annually or as otherwise provided in this standing order. |
||||
| G. | Amendments Amendments to these principles (both those unique to a committee or board and those held in common) shall be subject to the approval of the Board. |
||||
BR, January 21, 1977; October 1989; June 9, 1995; September 17, 1999; January 21, 2000; July 12, 2012; November 14, 2013 [Effective January 1, 2014]; May 14, 2015; September 10, 2015; RC, October 1, 2015; BR, May 12, 2016; March 9, 2017; July 13, 2017; July 12, 2018; November 8, 2018; July 11, 2019; February 13, 2020; September 10, 2020; September 9, 2021; November 10, 2021; March 10, 2022; May 13, 2022; September 8, 2022; March 9, 2023; September 14, 2023.