Finance and Audit Subcommittee on Digital Transformation

Terms of Reference

1. Authority

The Subcommittee on Digital Transformation (“the Subcommittee”) is established under section V of the By-Laws of the Board of Governors of York University and is accountable to the Finance and Audit Committee (“Finance and Audit”) of the Board of Governors (“the Board”).

2. Purpose

The Subcommittee assists and advises Finance and Audit on matters related to digital transformation projects, cybersecurity and strategic technology, emerging technologies and data governance investments, that are meant to advance York’s University Academic Plan (UAP).

3. Duties and Responsibilities

3.1 The Subcommittee shall:

1. Review and recommend to Finance and Audit Committee, subject to the signing authority register, recommendations and approval of digital transformation projects, cybersecurity and strategic technology, emerging technologies and data governance investments. In formulating such recommendations, the Subcommittee will consider:
   • data quality and data governance
   • privacy and protection of personal information
   • data security and information technology system controls
   • disaster and recovery planning
   • financial, reputational and compliance risks
   • sustainability considerations
   • project and system implementation risks.
2. Receive, review, and present to Finance and Audit, at least annually:
   • a report on Digital Transformation Board-approved projects and initiatives, including their financial and completion status.
   • a report on Digital Transformation projects and initiatives approved by the President and Vice-Chancellor (“President”) or Vice-Presidents, pursuant to their respective authorities under the Policy on Signing Authority.
   • a report on institutional data and information management practices, systems, and controls
   • a report on information technology security, including cyber security.
3. Receive reports on the University’s enterprise risk framework and provide oversight of risks as it relates to the mandate of the subcommittee such as cybertechnology, data management and IT infrastructure.
4. Advise Finance and Audit on responses to recommendations of Internal Audit or Enterprise Risk Management that are related to Digital Transformation Projects and Technology Architecture Initiatives
5. Consider any other matters related to Digital Transformation assigned by Finance and Audit, the President, the Provost or the Vice-President Finance and Administration.

In discharging its duties under a), b), c) or d), the Subcommittee may invite University officials to report on relevant matters.

4. Composition

4.1 Subcommittee Chair

1. The Chair of the Subcommittee shall be from among its external members and recommended by Finance and Audit and appointed by the Board.
2. The Chair of the Subcommittee shall chair meetings of the Subcommittee and has all of the authority, rights and responsibilities normally incumbent on a Subcommittee Chair under generally accepted rules of order in Canada.
3. In absence of the Chair of the Subcommittee, the Subcommittee may appoint an acting Chair, normally from external members, who shall have all the authority, rights and responsibilities of the Subcommittee Chair for a given meeting.

4.2 Committee Compliment

4.2.1 Committee Members

1. The Subcommittee has up to six (6) voting members as follows:
   • up to four (4) members of Finance and Audit, including a Subcommittee Chair recommended by Finance and Audit and, appointed by the Board;
   • the Chair of the Board of Governors;
   • the President and Vice-Chancellor;
2. The Vice-President Finance and Administration and the Provost and Vice-President Academic (“Provost”) will serve as non-voting special advisors to the Subcommittee and shall have a standing invitation to all Subcommittee meetings.
3. Where necessary or appropriate to facilitate and support the business of the Subcommittee:
   • the Vice-President Finance and Administration or the Provost may invite University staff to a meeting, to serve as resource persons for items of business,
   • the Subcommittee may from time to time invite members of the public with expertise in Digital Transformation, Cyber Security, or a related field.

4.2.2 Executive Support

The Vice-President Finance and Administration and the Provost provide support to the Subcommittee in submitting, in coordination with the Secretary, reports, advice and recommendations in keeping with the Subcommittee’s mandate.

4.2.3 Standing Invitations
The Vice-President Finance and Administration and the Provost have a standing invitation to attend meetings of the Subcommittee.

4.2.4 Secretary

1. The Secretary of the Board or their designate shall be the Secretary of the Subcommittee.
2. The Secretary will prepare, in consultation with university executives and in coordination with the Chair of the Subcommittee, the agenda and all documentation in support of items of business on the Subcommittee’s agenda and will keep records of the Subcommittee’s business. Minutes of meeting prepared by the Secretary are normally approved under consent at the next regular meeting.

5. Meetings

5.1 Quorum

The quorum of Committee meetings is three (3) members, including at least two (2) external members, that may include the Committee Chair.

5.2 Agenda

The Agenda of the Academic Resources Committee normally includes the following items:

1. Remarks from the Chair
2. Project Updates
3. Other business
4. Consent Agenda (e.g. Minutes of the previous meeting)

53 Frequency

The Committee normally meets once before each meeting of the Finance and Audit committee.

5.4 Confidentiality

1. Meetings of the Committee, documents provided in support of those meetings and records of meetings are confidential and kept by the Secretary.
2. A written report of items discussed by the Committee and decisions taken is presented by the Chair of the Committee at the next open session of the Board of Governors.

6. Annual Workplan

Each year, normally in May, the subcommittee will review a workplan outlining recuring and predictable items for the coming governance year. The Committee’s workplan will be reviewed and recommended by the Finance and Audit committee to the Governance, People and Culture Committee (GPC). GPC will review all committee workplans for coherence and recommend approval to the Board of Governors, normally in June, to come into effect the following July 1.

7. Review of Committee Terms of Reference

The Finance and Audit Committee, in consultation with the Subcommittee, will review these Terms every five years and may, from time to time, recommend to the Board that they be amended.

Approved by the Board of Governors, October 12, 2021

Revised and approved by the Board of Governors, June 24, 2025