Board of Regents Policy Board Committee Charters

There is established a standing committee to be called the Academic and Student Affairs Committee of the Board of Regents for Higher Education (BOR). This charter broadly defines the Committee’s roles with respect to academic policies and standards, program approvals, and student affairs.

The Academic and Student Affairs Committee shall be appointed by the Chair of the Board of Regents. It shall be composed of not less than five members of the board of regents. The chair of the Faculty Advisory Committee shall serve as an ex-officio member. One board member shall serve as chair of the Committee.

The Academic and Student Affairs Committee shall be a standing committee of the Board of Regents. It is charged with oversight of student affairs and system academic policy including, but not limited to, program approval, academic standards and transfer policy.

Actions that fall under the purview of the committee include but are not limited to: 

1. Review and recommend to the full Board mission statements for the constituent units and role and scope statements for the individual institutions and campuses (CGS section 10a-1c and section 10a-6(7))
2. Monitor and evaluate institutional effectiveness and viability in accordance with criteria established by the board (CGS section 10a-6(5))
3. Develop criteria to ensure acceptable quality in programs and institutions and enforce standards through licensing and accreditation as well as periodic program review (CGS section 10a-6(5))
4. Approve and recommend to the full Board accreditation of institutions, licensing of new academic programs, modification of existing programs, and termination of programs (CGS section 10a-6(8), 10a-35a, and the Connecticut Regulations for Licensure and Accreditation of Institutions and Programs of Higher Learning)
5. Recommend to the full Board approval of administrative units that focus on research and service activities—usually called centers or institutes, including centers of excellence (CGS 10a-25j)
6. Recommend to the full Board approval of new policies or amendment of existing policies governing academic and student life matters
7. Recommend to the full Board approval of honorary professorships and other special recognition of faculty, in conjunction with the Finance and Administration Committees when such honors carry a financial impact
8. Recommend to the full Board approving conferral of honorary degrees
9. Recommend to the full Board approval of promotion, tenure, and award of CSU Professor status, as recommended by presidents

The Academic and Student Affairs Committee shall meet as often as deemed necessary by the Committee Chair. An annual calendar will be established.

Each year, the committee will assess its activities with respect to the responsibilities outlined in this charter and take action as needed. This assessment shall include the adequacy of the charter itself. Recommendations to modify the charter’s general purpose and scope shall require approval by the Board of Regents for Higher Education.

CSCU Chief Academic Officer [Provost]

The Audit Committee shall be a standing committee of the Board of Regents. The Committee oversees auditing, Enterprise Risk Management (ERM), compliance and ethics activities within the Connecticut State College & University System (CSCU).

The Committee, with the assistance of the Director of Internal Audit (DIR), provides strategic direction and oversight over the integrity of financial reporting; the qualifications, independence, and performance of the external auditors; the independence, authority, performance, and resources of Internal Audit under the direction of the DIR; system-wide compliance matters; and key risk areas as identified through internal or external audits or other metrics.

The Committee shall have unrestricted access to management, records, personnel, and advisors, and is authorized to retain independent counsel or other experts as it deems necessary. The Committee is comprised of Board of Regents members, who are volunteers, and who are neither employees nor managers of CSCU.

The Audit Committee shall be appointed by the Chair of the Board of Regents. It shall be composed of not less than three members of the Board of Regents, who shall be independent of management. One board member shall serve as Chair of the Committee.

All board members shall have annual training in applicable matters related to the Audit Committee’s responsibilities and oversight regarding CSCU’s financial management, accounting, forecasting, and reporting.

At least one member shall possess financial expertise, defined as experience in accounting, auditing, or financial management, if one or more of the Board of Regents members possess such expertise. 

The Committee may retain and meet independently with external advisors as necessary.

The Chair of the Audit Committee shall not concurrently serve as the Chair of the Finance and Infrastructure Committee.

1. Financial Reporting and External Audit
   • Approve the selection, compensation, and retention of the external auditor.
   • Preapprove any non-audit services performed by the external auditor to ensure independence.
   • Meet in executive session with the external auditors, without management present, at least annually.
   • Review annual comprehensive financial reports or statements (ACFR), auditor reports, management letters, and significant accounting policies and estimates.
   • Review any disagreements between auditors and management.
   • Receive quarterly reports on corrective actions regarding audit findings, with timelines and public reporting.
2. Internal Audit
   • The Committee safeguards Internal Audit’s organizational independence, and ensures that Internal Audit has full, free, and unrestricted access to records, systems, facilities, and personnel.
   • The Committee reviews and approves the Internal Audit Charter, reviews and approves the annual risk-based audit plan providing counsel and recommendations, and works to secure the resources necessary for Internal Audit to complete its mission and goals.
   • The Committee shall review and approve the appointment, evaluation, compensation, and removal of the Director of Internal Audit (DIR).
   • The DIR, in addition to other prescribed duties, shall report to, work with, and receive direction from the Audit Committee, and provide administrative reporting to the Chancellor or designee.
   • The DIR shall keep abreast of changes in accounting and reporting requirements or regulations promulgated by the Government Accounting Standards Board (GASB), the American Institute of Certified Public Accountants (AICPA), or the state of Connecticut Office of Planning and Management (OPM).
   • The Committee may request Internal Audit to review or assess specific risk areas or matters of concern, consistent with the approved audit plan and applicable policies.
   • The Committee shall oversee any processes for the receipt, investigation, and resolution of complaints, including those submitted through confidential or anonymous reporting mechanisms (“hotline”), and with the DIR shall review the adequacy of the policies and procedures for receiving and resolving such complaints.
   • The Committee shall meet in executive session with the DIR at each regular meeting, and as requested at special meetings.
3. Compliance, Ethics, and ERM
   • Evaluate the effectiveness of management’s accounting policies and system of internal controls.
   • Evaluate the effectiveness of management’s efforts to prevent, deter and detect fraud.
   • Conduct an annual review of the Chancellor’s expenses.
   • Initiate process to engage independent counsel or other advisors as necessary to carry out the Committee’s duties, pursuant to state statutes and advice of CSCU counsel.
   • Review and oversee enterprise risk management (ERM) processes. ERM is a system-wide framework used to identify, reduce, and manage strategic, operational, technology-driven, financial, and compliance risks and potential disruptions. Management is responsible for risk identification and mitigation; the Committee provides oversight.
   • Assess and receive updates regarding:
     • Cybersecurity risk
     • Data privacy
     • Major capital/project risk
   • Oversee ethics control issues, including:
     • Financial transparency
     • Conflict of interest avoidance
     • Preservation of independent audits
     • Review management’s performance to implement and enforce the requirements of the state of Connecticut Code of Ethics
   • Receive annual ERM reports and updates from:
     • Director of Internal Audit
     • Chief Information Officer (technology/cyber risk, current risk posture, incident metrics, and disaster recovery/business continuity testing)
     • System Office: Federal student aid compliance and Single Audit readiness (including controls, reconciliation, and reporting requirements)
4. Follow-up and Transparency
   • The Committee shall monitor the status of audit findings and corrective actions through a system-wide Audit Recommendation Dashboard. This dashboard shall include:
     • Aging: the length of time an finding remains unresolved
     • Ownership: the department or responsible party assigned to address the finding
     • Status: progress toward resolution (e.g., open, in progress, closed)
   • The DIR shall report on this dashboard at each Committee meeting.

The Audit Committee shall hold regular, quarterly meetings throughout the calendar year and additional special meetings as deemed necessary by the Chair.

The Committee will receive reports from the DIR, and the Chair may invite others to report including but not limited to the Chief Compliance Officer (CCO), Chief Information Officer (CIO), and external auditors. The CCO and CIO shall meet with the Committee not less than twice, and the external auditors shall meet not less than once, during a calendar year.

The Committee may hold joint committee meetings with other Board of Regents Committees as needed and shall meet and/or communicate with the Finance and Infrastructure Committee regarding the Annual Comprehensive Financial Report (ACFR).

The Committee shall meet in executive session, exclusively with the DIR/Chief Audit Executive at each regular meeting, and with the external auditors at least annually.

Each year at its third quarterly meeting, the Committee will assess its activities with respect to the responsibilities outlined in this charter and take action as needed.

This assessment shall include the adequacy of the charter itself. Recommendations to modify the charter’s general purpose and scope shall require approval by the Board of Regents for Higher Education.

Internal Audit shall undergo an external quality assessment at least once every five years.

The Audit Committee and the DIR shall report regularly to the Board of Regents regarding significant audit findings, financial reporting issues, compliance matters, and enterprise risk exposures.

Matters involving material financial risk, fraud, or significant internal control failures shall be reported promptly to the Board.

There is established an Executive Committee of the Board of Regents for Higher Education (BOR). This charter defines the Committee’s role.

The Executive Committee shall consist of the Board Chair, Vice Chair, the chairs of all the Board’s standing committees, and such additional members as the Board Chair may appoint. The BOR President shall serve as an ex officio nonvoting member. The Chair of the Board shall chair this committee. Fifty percent of the voting members of the Committee shall constitute a quorum. It shall meet at such times as deemed necessary by the Chair.

The Executive Committee shall exercise in emergencies the authority of the Board of Regents, consistent with the policies of the Board or with any action taken earlier by the Board. For purposes of executive committee action, a matter shall be deemed an emergency circumstance when delaying action until the full Board’s next meeting could result in significant risk, expense, or disruption to the Universities, Colleges or their operations. The Executive Committee shall also serve, on an as-needed basis, as the Governance Committee of the Board.

As outlined above, the responsibilities of the Executive Committee are limited only to those instances deemed an emergency circumstance. The Executive Committee may act on behalf of the Board only in those emergency circumstances that do not permit the handling of a matter in the normally prescribed manner by the Board, and any such action taken by the Committee shall be subject to ratification by the full Board at the next regular meeting of the Board. The Executive Committee shall also serve, on an as-needed basis, as the Governance Committee of the Board of Regents for Higher Education. Upon recommendation from the BOR President, the Committee will review the Board’s governance practices and provide recommendations to the Board of Regents to maintain or strengthen such practices, including but not limited to proposed bylaw amendments, committee structure, and board self-assessment. The Executive Committee shall undertake such other matters and review such other issues as may be directed from time to time by the Board Chair or as recommended by the BOR President.

The Executive Committee shall meet when called as deemed necessary by the Board Chair in consultation with the Board President.

BOR President and Associate Director for Board Affairs/BOR Secretary

There is established a committee to be called the Finance and Infrastructure Committee of the Board of Regents for Higher Education (BOR). This charter broadly defines the Committee’s roles with respect to financial oversight planning, reporting and monitoring.

The Finance and Infrastructure Committee shall be appointed by the Chair of the Board of Regents. One board member shall serve as chair of the Committee. Committee members shall have expertise in financial matters, including familiarity with financial management, accounting, forecasting and reporting.

The Finance and Infrastructure Committee shall be a standing committee of the Board of Regents. The Committee is charged with oversight of the institutional facilities, financing strategy, financial policies and financial condition of the Connecticut State College & University System. The Committee shall conduct reviews, receive reports and provide direction to management and counsel to the Board of Regents concerning matters within its scope of responsibility.

The responsibilities of the Committee are as follows:

1. Review and recommend the Biennial Operating and Capital Budget Request to the Governor and General Assembly.
2. Review and recommend annual institutional spending plans (expenditure authority) and allocation of state appropriations.
3. Review and recommend modifications to system resource allocation strategies as needed to achieve strategic goals and priorities.
4. Review as required the implementation of institutional spending plans to evaluate financial performance against plans.
5. Review and recommend tuition and fee adjustments, taking into consideration any number of factors including, but certainly not limited to, the level of State support, financial aid, present fee levels, purposes of adjustments and other pertinent factors.
6. Review and recommend new, or changes to existing, financial policies and procedures to ensure compliance with state law and regulation and promote greater efficiency and effectiveness.
7. Review and recommend broad-based financial strategies to improve the performance of institutions and the system in meeting the Board’s strategic goals and priorities
8. Review and recommend to the Board college and institutional long-range facilities and infrastructure development (master) plans that project capital resource requirements.
9. Review and recommend to the Board the authorization of the system to borrow funds from the Connecticut Health and Educational Facilities Authority (CHEFA) through bonding to finance construction projects for auxiliary service facilities and related expenses and financing costs; authorization to pledge revenues to finance debt service associated with the financing; and authorization to enter into various agreements with CHEFA in order to secure the financing.
10. Review and recommend to the board amendment, as required, of the system-wide CSUS 2020 capital program consistent with the long-range development plans of the state universities.
11. Review and recommend to the Board proposals for property acquisition and leases, or lease renewals.
12. Review and recommend for the Board’s acceptance and disposition any namings, major gifts or donations. Make recommendations as appropriate to the Board on other finance and facilities matters in addition to those identified above which may arise from time to time.

The Finance and Infrastructure Committee shall meet as often as deemed necessary by the Committee Chair.

Each year, the committee will assess its activities with respect to the responsibilities outlined in this charter and take action as needed. This assessment shall include the adequacy of the charter itself. Recommendations to modify the charter’s general purpose and scope shall require approval by the Board of Regents for Higher Education.

CSCU Chief Financial Officer

The Governance and Nominations Committee (“Committee”) is a standing committee of the CT Board of Regents for Higher Education (“Board”) established to develop and recommend strategies, policies, and practices that orient, educate, motivate and assess the performance of Regents and the structure and organization of Board and associated committee meetings. As well, the Committee membership is charged with creating a plan of Board and Board committee membership and composition so that the Board and its committees can deliberate and act in ways commensurate with the needs of the Connecticut State Colleges and Universities (“System”) and consistent with the Board’s fiduciary obligations. Working with the Chancellor, it identifies, cultivates and recruits potential Regents so that the Chair can recommend to the appropriate appointing body candidates for appointment to the full Board. 

The Committee shall be appointed by the Chair of the BOR. It shall be composed of not less than three members of the BOR. One BOR member shall serve as chair of the Committee.

The Governance and Nominations Committee (GNC) will assist the Board of Regents in furthering the mission of the System. The GNC will: 

1. Recommend to the full Board committee structure, membership and responsibilities.
2. Periodically review processes and procedures to make the Board and its Committees more effective.
3. Periodically review committee charters and recommend revisions as necessary and appropriate.
4. Periodically review the Board’s by-laws and make recommendations to same.
5. Help the Board determine desired Board composition in terms of composition, qualifications and diversity.
6. Oversee the orientation and development of new Board members.
7. Lead the Board in its annual review of Board performance and effectiveness. 

The Committee shall meet as often as deemed necessary by the Chair.  An annual calendar will be established.

A report of the Governance and Nominations Committee will be a standing agenda item for regular Board meetings. In addition, the Committee will report at least annually to the full Board.

There is established a committee to be called the Human Resources and Administration Committee of the Board of Regents for Higher Education (BOR). This charter broadly defines the Committee’s roles with respect to Human Resources and Administration.

The Human Resources and Administration Committee shall be appointed by the Chair of the BOR. It shall be composed of not less than three members of the BOR. One BOR member shall serve as chair of the Committee. At least one Committee member shall have shall have expertise in Human Resources and Administration.

The Human Resources and Administration Committee shall be a standing committee of the BOR. The Committee shall consider, review and/or develop policies and make recommendations governing employees of the Connecticut State Colleges & Universities and the BOR system office.

The Committee’s jurisdiction shall include, but not be limited to, policies concerning the following topics:

1. Classification and compensation.
2. Duties and personnel distribution to achieve system mission/goals.
3. Equal opportunity and affirmative action.
4. Ethics.
5. Employee personnel files.
6. Employee benefits.
7. Collective bargaining goals and objectives.
8. Processes for recruitment, appointment, evaluation, compensation, duties and termination, if appropriate, of the Chancellor of the BOR.
9. Appointment and reappointment of campus presidents.
10. Recruitment, appointment, and compensation of interim/acting presidents and of senior staff employees.
11. Appointments that are exceptions to board policy.
12. Nepotism in employment.
13. Workplace safety.
14. Sexual harassment reporting, investigation and administrative actions.
15. Pre-employment background verification.
16. Litigation.
17. Use of computers and equipment.
18. Reimbursement/expenses.
19. Student workers, graduate assistants and interns, university assistants, co-op employees, and honorary titles.

Adoption of policies that may be recommended by the Committee shall require action of the BOR. A policy manual that incorporates approved policies shall be maintained and may be amended as necessary to reflect on-going BOR actions. The office of the Chancellor of the BOR shall disseminate the manual and amendments to all management and confidential professional employees in a manner the Chancellor deems appropriate.

The Human Resources Committee shall meet as often as deemed necessary by the Chair, but not less than three times a year.

Each year the Human Resources and Administration Committee shall assess its activities with respect to the activities outlined in this charter and take action as needed. This assessment shall include the adequacy of the charter itself. Recommendations to modify the charter’s general purpose and scope shall require approval by the BOR.

CSCU Assistant Vice Chancellor for Human Resources

The Mission of the IT Steering Committee is to help guide the development of information technology and innovation services in support of the educational mission of the CSCU system.

BOR Chancellor and BOR CIO.

The IT Steering Committee is a standing advisory committee charged by the Chancellor of the BOR to review, discuss, refine and ultimately approve, key operational strategies for addressing enterprise information technology, and other strategic IT initiatives as deemed appropriate. The IT Steering Committee will work directly with the BOR CIO during the development of these IT initiatives, to provide focused, management-level advice and feedback aimed at raising and addressing potential college or university concerns, in order to facilitate the development and implementation of IT operational strategies that work well in the CSCU system.

Members of this committee serve as recognized advisors to the BOR CIO. They are expected to provide input on the issues that come before them, but with the goal of addressing initiatives and solutions that can best support the CSCU system educational mission. Committee members are expected to make every effort to consider the broader implications of their recommendations on the entire CSCU system, and to provide guidance consistent with the diversity of activities, interests, and strategic initiatives in which the CSCU community is engaged. Matters which come before IT Council may sometimes be of a confidential or sensitive nature, and should be treated with appropriate care and discretion.

The IT Steering Committee members are as follows:

• BOR CIO

• 4 University CIOs

• 4 Community College IT Directors

• CIO from Charter Oak

The BOR CIO will serve as Chair for the committee.

The IT Steering Committee may create sub-committees and working groups as needed. Chairs of subcommittees appointed by the IT Steering Committee shall be responsible for the duties, schedules, and tasks assigned to their sub-committees. Sub-Committee Chairs shall be responsible for routinely providing committee status and activity reports to the IT Steering Committee.

Decision-making will be by consensus wherever possible. Votes, when required, will be decided by a simple majority of the quorum present. Tie votes will be considered to have failed. 

A quorum will consist of a simple majority of the membership of the committee. The most recent version of Robert’s Rules of Order will be used to decide any parliamentary questions that arise before the committee. 

Issues to be discussed by the IT Steering Committee can be brought forth by any sanctioned group. (i.e. Registrars council). This sanctioned group must also have an executive sponsor. For example if the Registrars have an item to bring forth that would require any kind of funding they must have Deans of Administration (CC) or V.P. of Finance (Univ.) as an executive sponsor. 

The Investment Review Board will analyze initiatives based on business value, risk mitigation, state and federal regulations. The board will be convened on major projects and consist of CFOs, Provosts, Deans of Administration and senior managers aligned with the various projects. The BOR – CIO will convene the committee at his or her discretion.

The IT Steering Committee will meet once per month or at the discretion of the BOR CIO. The Chair may call other meetings as needed. The Chair may also elect to conduct some business via electronic communications (e.g., email, audio, or Web conference). Any member of the committee may request of the Chair that a special meeting be called. Such a decision will be made at the discretion of the Chair.

In the absence of a quorum, the Chair may conduct the meeting for information purposes only, or may adjourn the meeting.

It is the responsibility of each member to be active on the committee and to attend scheduled meetings on a regular basis. A member may not send a delegate to represent them in their absence. If an appointed member fails to attend four regularly scheduled consecutive meetings or six meetings in a calendar year, the Chair may submit a request to the BOR Chancellor for a new appointment to complete the term.

Attendance at any meeting of the IT Steering Committee or its sub-committees or working groups maybe in person or by other means using any two-way interactive communications (e.g., audio or Web conference), upon prior approval of the Chair.

Members of the BOR, Colleges and Universities IT staffs are welcome to attend these meetings, at the discretion of their respective CIO or CCC IT Director.

Any committee member may submit agenda items to the Chair for consideration.

Minutes will be kept by the Executive Assistant to the BOR CIO, or a committee member, for all regular and special meetings. These minutes shall be distributed to the members as soon as practicable after the respective meetings, and posted on the committee’s Web site after approval.

Members of the committee serve overlapping two-year terms, except in the case of appointment by position (e.g., CIO) which is continuous. Community College members will elect their 4 representatives from the 12 CCC IT Directors. Any member of the committee may resign her or his position for any reason, by submitting her or his resignation to the Chair. In the event of a vacancy, the BOR Chancellor will direct the IT Steering Committee to recommend a suitable replacement, which will be approved by a majority vote of the IT Steering Committee.

These bylaws can be amended at any regular or special meeting called for this purpose, by a two-thirds vote of any quorum of members who are present and voting. Proposals to amend these bylaws must be submitted in writing to all members at least one week prior to the date of the meeting at which the amendment(s) will be considered. 

Amendments to these bylaws are subject to approval of the BOR Chancellor.