Procedure to Manage an Affiliated Entity

Procedure for Establishment of an Affiliated Entity
The Business Unit considering establishing an Affiliated Entity should consult with the University Secretary at the earliest stage of the planning process to ensure that all legal requirements are fulfilled, and that the proposed organization would meet the definition of an Affiliated Entity.

The Sponsoring Business Unit is responsible to manage the consultation and approval process for the proposal. Attached in Appendix A is a list of topics to be considered together with the office that should be consulted for each topic, as applicable.

The responsibility for preparing a Preliminary Proposal to create an Affiliated Entity lies with the Sponsoring Business Unit.

The Sponsoring Business Unit will develop a Preliminary Proposal which will include:

1. Goals and objectives of the proposed Affiliated Entity.
2. Proposed legal structure of the Affiliated Entity, including the relationship of the university with the Affiliated Entity together with the rationale supporting the recommended legal structure.
3. Proposed governing structure. The proposed governing structure shall reserve at least one voting position for the Senior University Representative.
4. Preliminary risk assessment that defines and classifies
   risks inherent to both the proposed Entity and the
   university, including potential conflicts of interest.
5. Any services the university is expected to provide to
   the Affiliated Entity.
6. Evidence of consideration and a recommendation as to
   whether provisions should be incorporated in the
   establishing documents providing for consent or
   approval by Queen’s of fundamental changes to the
   mission, mandate, or purpose of the Affiliated Entity.

Preliminary proposals for the creation of an Affiliated Entity shall be forwarded by the Dean or AVP of the Sponsoring Business Unit to the University Secretary, Associate Vice-Principal (Finance), and Associate Vice-Principal (Planning & Budget) who will review the proposal to ensure that all relevant factors have been addressed.

Once final, the proposal will be sent to the Vice-Principal (Finance & Administration), who will review the Preliminary Proposal and determine if the proposal can proceed to the approval process.

Preliminary Proposals that are deemed by the Vice-Principal (Finance and Administration) to be ready for the formal approval process will be submitted by the Dean or the Associate Vice- Principal of the Sponsoring Business Unit to the Principal/Vice- Principals Committee for approval.

Upon approval of the Preliminary Proposal, the Sponsoring Business Unit will complete a Detailed Proposal.

The Vice-Principal (Finance & Administration) will notify both the Capital Assets and Finance Committee and the Audit and Risk Committee of any proposals moving to the Detailed Proposal stage.

The responsibility for preparing a Detailed Proposal to create an Affiliated Entity lies with the Sponsoring Business Unit.

Any costs involved in the creation of an Affiliated Entity (such as the costs of incorporation or due diligence) will be borne by the Sponsoring Business Unit.

The Sponsoring Business Unit is responsible to ensure appropriate consultation occurs as part of the development of the Detailed Proposal. Attached in Appendix A is a list of topics to be considered together with the office that should be consulted for each topic, as applicable.

The Sponsoring Business Unit will develop a Detailed Proposal
which will include:

1. Goals and objectives of the proposed Affiliate.
2. Proposed legal structure of the Affiliated Entity, including the relationship of the university with the Affiliated Entity.
3. Proposed governing structure. The proposed governing board structure shall reserve at least one voting position for a university representative.
4. Projected budget and business plan for at least five years.
5. Thorough risk assessment that defines and classifies risks inherent to both the proposed Entity and the university, including potential conflicts of interest. The risk assessment must include mitigation strategies and
6. metrics designed to quantify risk throughout the life of the Entity.
7. A record of the consultations undertaken in developing the proposal together with key outcomes / directions resulting from the consultations.
8. If the university is expected to provide services of any kind to the affiliated Entity, proposed memorandum of agreement defining the services, together with fees for the services.
9. Evidence of consideration and a recommendation as to whether provisions should be incorporated in the establishing documents providing for consent or approval by Queen’s of fundamental changes to the mission, mandate, or purpose of the Affiliated Entity.

Detailed Proposals for the creation of an Affiliated Entity shall be forwarded by the Dean or AVP of the Sponsoring Business Unit to the University Secretary, the Associate Vice-Principal (Finance), and the Associate Vice-Principal (Planning & Budget) who will review the proposal to ensure that all relevant subject matters have been addressed.

Once final, the proposal will be sent to the Vice-Principal (Finance & Administration), who will review the proposal and supporting documentation and determine if the proposal can proceed to the approval process.

Detailed Proposals that are deemed by the Vice-Principal (Finance and Administration) to be ready for the formal approval process must first be submitted by the Dean or AVP of the Sponsoring Business Unit to the Vice-Principal’s Operations Committee (VPOC) before being presented to the Capital Assets and Finance Committee for approval.

Upon approval, the Capital Assets and Finance Committee will recommend approval to the Board of Trustees.

The establishment of any Affiliated Entity must be approved by the Board of Trustees.

Areas to be Considered

Considerations

Consult with

• Type of Entity:
  • Incorporated
  • Joint Venture
  • Partnership
  • Other similar entity
• Implications for university’s charitable status

• Office of the University
  Secretary

• Purpose for Affiliated Entity and strategic rationale

• Proponent Department

• Consultation and/or
  governance process to be
  followed

• Office of the University
  Secretary

• Employer of record
• Secondments
• Process for appointment, review, termination
• Benefits/Pension
• Association representation
• Employee ethics
• Other, as dictated by the proposal

• Human Resources / Faculty Relations

• Intellectual property ownership
• Process for commercialization

• Office of Vice-Principal
  (Research and Innovation)

• Board of Directors
• Officers
• Advisory boards
• Other, boards/committees/structures

• Office of the University
  Secretary

• Budget
• Financial contributions and reporting considerations
• Record keeping
• Audits
• Financial systems and controls
• Asset ownership/transfer
• Ownership dissolution
• Taxation

• Office of AVP Finance
• Office of AVP Planning
  and Budget

• Space requirements

• University Planning (on
  campus)
• Office of the University
  Secretary

• Indemnities
• Limitation on liability
• Insurance
• Environmental health &
  safety matters
• Security issues

• Office of Risk and
  Safety Services
• University Legal
  Counsel

• Renewals
• Rights upon dissolution

• Office of the University
  Secretary

• Research ethics implications

• University Research
  Services

• Use of university name/logo
• Relations with potential donors and linkage to university
• Government linkages
• Reputational risk

• Office of the Vice-
  Principal (University
  Relations)

• Eligibility to apply for and
  hold research funding

• Research Services
  Office

• Contract signing authority

• Office of the University
  Secretary

• Use of personal information
• Records management & retention issues

• Information and Privacy
  Office

• Relations with potential donors and linkage to university

• Office of the Vice-
  Principal
  (Advancement)

• Confidentiality
• Governing Law

• Office of the University
  Secretary