Policy 2: Regents of the University

Consistent with a Regent's fiduciary responsibility, a Regent is expected to serve the public trust and to exercise his or her powers and duties in the interest of the public, the University, and the Board and not in the Regent's own interest or in the interest of another person or entity. A Regent shall exercise care that the Regent's independent judgment in the discharge of Board responsibilities is not impaired as a result of conflicts between the interests of the University and the Regent's own financial interest or personal interest, or the financial interests or personal interests of the members of the Regent's family. In the event that a Regent believes that he or she has a conflict of interest, the Regent shall disclose the conflict to the Board and shall refrain from participating in the matter to which the conflict relates. The minutes of the meeting where the disclosure is made shall reflect the disclosure and the fact of the Regent having abstained from participation in the matter.

A Regent shall not use confidential information acquired in the course of the performance of Regent responsibilities to further the Regent's own financial interest or personal interest, or the financial interests or personal interests of the members of the Regent's family or associates.

For the purpose of the application of this policy, "financial interest" means a substantial interest held by an individual which is:

(A) an ownership interest in a business;
(B) a creditor interest in an insolvent business;
(C) an employment or prospective employment for which negotiations have begun;
(D) an ownership interest in real or personal property;
(E) a loan or other debtor interest; or
(F) a directorship or officership in a business; or
(G) a personal and material economic interest in a transaction.

In the application of this policy, a Regent should avoid the appearance of impropriety. An "appearance of impropriety"shall mean any conduct that might lead members of the public to conclude that the Regent is using his or her official position to further the financial or personal interests of the Regent or the members of the Regent's family, or the financial interests of the Regent's associates or non-dependent children, parents, or siblings. As a first step in avoiding the appearance of impropriety, a Regent should disclose to the Board any financial, personal or other interest of the Regent or a member of the Regents's family in a matter which might reasonably be perceived either as adversely affecting the Regent's exercise of independent judgment on behalf of the University, the Board and the public or as a breach of the Regent's public trust. In the case of an associate or non-dependent child, parent or sibling, the Regent's disclosure is necessarily limited to those financial interests of which the Regent has knowledge since the Regent may not have access to full information about all financial interests. If the Regent believes that an associate or non-dependent child, parent, or sibling has an affected financial interest, the Regent should make all reasonable efforts to obtain and disclose information about the financial interest.

The "family" of a Regent includes his or her spouse, dependents, and, if living in the same household and sharing expenses, other individuals. An "associate" of a Regent includes a person, entity, or enterprise with respect to which the Regent (i) is a director, officer, employee, member, partner, or trustee; or (ii) has a financial interest that represents 5% or more of his or her assets or any interest that enables him or her to exercise control or to influence policy significantly; or (iii) has any other material association.

The University of Colorado shall not have any business relationship with any company, corporation, partnership or other entity or venture in which a member of the Board of Regents serves, directly or indirectly, in an executive or policy-making position, provided however that, after an affirmative vote at a regular or special meeting of the Board by six members, the provisions of this resolution may be waived as to any particular business relationship.

Regents shall disclose on an annual basis any financial interests or personal interests that may create an actual or potential conflict of interest and shall supplement the disclosure as new interests appear. University Counsel shall develop an appropriate form for the Regents' individual use in making such disclosure and advise on the development of a management plan for disclosed conflicts.

• Adopted April 26, 1975;
• Revised August 21, 1975;
• Revised October 30, 2003, including rescinding the August 21, 1975 action;
• Revised February 24, 2005;
• Last revised March 2, 2006.

(A) Regent standing committees shall meet no less than quarterly; determine the dates and times of its meetings, unless otherwise directed by the Board; post notices of its meetings as required by law and Board policy; take minutes of its meetings and report at regular board meetings; and may, upon compliance with state statutory requirements, meet in executive session.

(B) Regent standing committees may have members who are not members of the Board if authorized by the Board action establishing the committee.

(C) Regent standing committees shall have the authority to make recommendations to the Board, unless otherwise directed by the Board, but shall not have the authority to act on behalf of the Board unless the Board has expressly delegated authority to it.

(D) Regent standing committees shall have a chair and may have a vice chair, with the chair and vice chair to be appointed annually by the Chair of the Board of Regents. The chair and vice chair of regent committees shall be appointed after the last regularly scheduled board meeting of each fiscal year and shall assume these roles before the first regularly scheduled board meeting of the next fiscal years. Unless seven or more regents are members of the same political party, the chair and the vice chair of regent committees shall not be members of the same political party. Unless otherwise limited by these provisions, any regent is eligible to be appointed to the chair or vice chair of a regent committee irrespective of that regent’s party affiliation. In making chair and vice chair appointments, the Chair of the Board of Regents should consider continuity of experience on the committees with the goal of building and maintaining institutional knowledge.

(E) Regent standing committees may have between three and five members. Members of regent committees shall be appointed after the last regularly scheduled board meeting of each fiscal year and shall assume these roles before the first regularly scheduled board meeting of the next fiscal year. Unless seven or more regents are members of the same political party and the committee consists of an even number of members, those members shall be divided equally between regents of different political parties. Unless seven or more regents are members of the same political party and the committee consists of an odd number of regents, the number of regents appointed to serve as members of the committee from any political party must be within one of the members appointed from another political party. Unless otherwise limited by these provisions, any regent is eligible to be a member of a regent committee irrespective of that regent’s party affiliation. In making committee appointments, the Chair of the Board of Regents should consider continuity of experience on the committees with the goal of building and maintaining institutional knowledge.

(F) Regent committees shall, between the last regularly scheduled board meeting of each fiscal year and the first regularly scheduled board meeting of the next fiscal year, approve an annual work plan and provide that work plan to the Board of Regents for its review. At each committee meeting, the members shall review the work plan and make any necessary modifications.

(A) Board/System/Institution Governance:

(1) Periodically examine the effectiveness of relationships and communications among the various governance institutions of CU, including the Board of Regents, the president and shared governance bodies.

(2) Periodically review and recommend improvements to the processes and policies associated with regent laws and policies.

(3) Oversee the development and maintenance by each of the board's standing committees of a written committee charter defining its role, responsibilities, and authority.

(4) In consultation with the administration, make recommendations to the board on the strategic vision of the university.

(B) Board of Regents Effectiveness:

(1) Approve a board orientation process, ensuring that new board members have a clear understanding of the missions of the four campuses for which they are responsible and are aware of the role of Regents in the governance of a university system.

(2) Develop and support ongoing education of all regents, including the annual retreat and other opportunities.

(3) Establish performance criteria/expectations for regents.

(4) Establish, coordinate and review with the board chair criteria and method for evaluating the performance of the board.

(5) Oversee the development and implementation of conflict of interest, financial disclosure, and other policies relating to the efficient, effective, and ethical operation of the Board of Regents.

(A) The Finance Committee shall recommend to the Board of Regents:

(1) long-range financial planning strategies;

(2) long-range facilities planning strategies, including facilities plans for each campus, the annual and 5-year and 10-year capital construction plans, 10-year master plans and financing, capital construction proposals, including those for auxiliaries;

(3) financial performance and asset allocation guidelines and other policies related to the university's treasury function;

(4) real estate transactions, including acquisition, disposal, operating and life cycle costs, the maintenance of facilities, and the use of university grounds, buildings and other property; and

(5) projects included in the university capital budget and capital budget amendments.

(B) The Finance Committee shall review and report to the Board of Regents as necessary:

(1) selected financial metrics that measure the university's fiscal condition;

(2) the annual financial statements in conjunction with the Regent Audit Committee;

(3) periodic reports including, but are not limited to: enrollment, financial aid, fundraising, research, procurement activity and University Risk Management;

(4) the annual report on unrestricted net position;

(5) total indebtedness of the university;

(6) quarterly capital planning and project management reports;

(7) the investment portfolio;

(8) regular updates to the state revenue and expenditure forecast maintained by the system CFO;

(9) the role, impact and management of university-related entities and supporting organizations; and

(10) other financial reports as requested by the committee.

(A) Academic Program Planning Review and Recommendation

(1) Review and evaluate proposals for new degrees, departments, colleges, institutes, and other educational initiatives and provide recommendations to the Board of Regents.

(2) Review proposals to terminate degrees, departments, colleges, institutes, and other educational initiatives and provide recommendations to the Board of Regents.

(B) Diversity

(1) Review programs and progress toward the faculty, staff, and student diversity vision of the university.

(C) Students

(1) Provide a venue for student governance input to the Board of Regents on academic issues and educational experiences.

(2) Receive and review annual reports on student retention and graduation rates.

(D) Faculty

(1) Provide a venue for faculty governance input to the Board of Regents on academic issues and educational experiences.

(E) Accreditation

(1) Receive accreditation updates as required in Regent Policy 4.B.2.

(2) Act as the primary contact between the administration and Board of Regents in support of accreditation activities.

(F) Intercollegiate Athletics

(1) Consider university athletics programs and related matters.

(2) Review the campus athletics budgets and student fees, facilities plans (including new construction, renovations, and major repair and replacement projects) within established limits.

(3) Provide review of the Annual Intercollegiate Athletic Program report and offer the Board of Regents updates on conference and NCAA affiliations, e.g., conference structures, NCAA re-structuring.

(G) Regent Awards

(1) The Regent Awards committee is composed of three regents and four members of the University Faculty Council's Educational Policy and University Standards (EPUS) committee. It meets once a year to review the nominations for the three categories of Regents awards and makes recommendations to the full Board of Regents.

(A) Oversee the work of the public accounting firm contracted by the Colorado Office of the State Auditor to conduct the university’s annual financial and compliance audit. In addition to reporting directly to the Colorado Office of the State Auditor, this firm will report directly to the Regent Audit Committee.

(B) In consultation with the president, resolve any disagreements between management and the auditor regarding financial reporting.

(C) Retain accountants, other professionals and, with the approval of the attorney general, independent counsel, to advise the Regent Audit Committee or assist in the conduct of an investigation.

(D) Seek any information it requires from external parties or from employees, all of whom are directed to cooperate with the Regent Audit Committee's requests.

(E) In consultation with the Board of Regents, direct the university’s associate vice president of Internal Audit to conduct any audit or investigation it deems appropriate.

(A) Using implementing guidance provided by the American Institute of Certified Public Accountants and The Institute of Internal Auditors, the Regent Audit Committee will carry out the following responsibilities:

(1) Financial Statements

(a) Inquire of the president and the chief financial officer regarding the fiscal health of the university, as well as the completeness and accuracy of financial reporting.

(b) Review significant accounting and reporting issues and understand their impact on the financial statements.

(c) Review legal and regulatory matters and matters of compliance that may have a material impact on the financial statements with federal, state, and local laws and regulations.

(d) Review with management and the independent auditors the university’s annual financial report, related audit reports and other audit-related matters.

(2) Internal Control and Compliance

(a) Inquire of management, the associate vice president of Internal Audit, and the independent auditor about significant risks or exposures facing the university, and advise the Board of Regents of such risks or exposures.

(b) Review with management the university’s internal controls, including those related to risk assessment, risk management, compliance and financial reporting.

(3) Internal Audit

(a) Review and notify the Board of Regents of the plans, activities, results, staffing, and organizational structure of the Internal Audit function, and evaluate its effectiveness.

(b) Ensure there are no unjustified restrictions or limitations on the Internal Audit function, and review and make recommendations to the Board of Regents on the appointment, replacement, reassignment or dismissal of the university’s associate vice president of Internal Audit and the approval of the Internal Audit charter.

(4) External Audit

(a) Review and notify the Board of Regents of the external auditor’s proposed audit scope, approach and findings.

(b) Review the qualifications, independence and performance of the external auditors, and provide feedback to the Colorado Office of the State Auditor on their performance, including recommendations on the hiring or termination of the external auditors.

• Adopted as Regent Committee Roles and Authority, September 18, 1980;
• Adopted as Regent Policy 2-C Regent Committees, October 30, 2003;
• Revised: June 1, 2006; December 5, 2006; January 16, 2007; November 19, 2010; January 9, 2011; September 12, 2011; June 20, 2012; February 20, 2015; September 7, 2017;
• Last reviewed: September 7, 2017

As described in Article 2.B.1 of the Laws of the Regents, the Board of Regents may meet either at regularly scheduled meetings or at special meetings noticed in accordance with the requirements of the Colorado Open Meetings Law. The official posting place for notice of all regents’ meetings is the Board of Regents website at https://regents.cu.edu.

At any regular or special meeting of the Board of Regents, the regents may meet in executive session for any purpose allowed under the Colorado Open Meetings Law. Any executive sessions will be conducted in accordance with the Colorado Open Meetings Law. The Board of Regents may not take formal action in executive session unless permitted by law. Any regent or administrator who attends an executive session is responsible for maintaining the confidentiality of any executive session discussions or materials unless the Board of Regents, with the concurrence of the University Counsel, has authorized a disclosure of executive session discussions or materials.

The purpose of regular and special meetings of the Board of Regents is to support the regents in their governance functions, to allow the regents to exercise their fiduciary responsibilities, and to enable the regents to perform the functions vested in them under the Laws of the Regents and regent policy. The agendas for regular and special meetings of the Board of Regents should be developed to further this purpose.

In advance of any regular or special meeting of the Board of Regents, the Secretary of the Board of Regents shall request potential discussion and action items from the regent committees and the administration. In consultation with the administration and the vice chair of the board, the chair of the board shall determine the agenda for any regular or special meeting and authorize the Secretary of the Board of Regents to post the agenda in accordance with the Colorado Open Meetings Law.

At any regular or special meeting of the Board of Regents, the first action item will be the board’s approval of the agenda. After the agenda is approved, action or discussion items may be added to the agenda only upon the consent of the chair and vice chair or a two-thirds vote of the Board of Regents.

Under normal circumstances where time permits, any materials or presentations related to action or discussion items for a regular or special regent meeting should be distributed to the regents and posted with the agenda in advance of the meeting.

The development of policy, defined as those actions that are intended to influence future actions and decisions within the university, should occur through defined policymaking processes, rather than through direct action by the Board of Regents. Under normal circumstances, the appropriate regent committee should consider any new or amended Laws of the Regents or regent policies before the Board of Regents considers and votes upon them. The Board of Regents shall consider new or amended Laws of the Regents or regent policies that a regent committee has not considered only upon the affirmative vote of two-thirds of the regents.

A resolution is intended to allow the Board of Regents to take action on a current matter, rather than to establish ongoing policy for the university. The Board of Regents will ordinarily consider a resolution only if: (i) an administrator who has responsibility over the subject of the resolution has brought it for the board’s consideration; or (ii) a regent committee has considered the resolution. The Board of Regents shall consider a resolution that one or more regents has brought without a regent committee’s prior consideration only upon the affirmative vote of two-thirds of the regents.

• Adopted: February 20, 1992.
• Revised: October 30, 2003; March 22, 2007; April 6, 2017; and February 10, 2022.
• Last Reviewed: February 10, 2022.