Report: Governing Council - June 27, 2023 | The Office of the Governing Council, Secretariat

Tue, Jun 27 2023 at 4:30 pm - 5:45 pm

Council Chamber, Simcoe Hall

THE GOVERNING COUNCIL

JUNE 27, 2023

MINUTES OF THE MEETING OF THE GOVERNING COUNCIL held on June 27, 2023 at 4:30 p.m. in the Council Chamber, Simcoe Hall.

Pursuant to section 28 (e) and 38 of By-Law Number 2,
consideration of item 15-16 took place in camera.

Present:
Janet L. Ecker (Chair), Anna Kennedy (Vice-Chair), Meric S. Gertler, (President), Sharleen Ahmed, Vikram Chadalawada, Janet Cloud, Robert Cooper, Ann Curran, Sotirios Damouras, Teo Dechev, Annabelle Dravid, Susan Froom, Sonu Gaind, Alexandra Gillespie, Mathangi (Indi) Gopinathan, Sandra Hanington, Maureen Harquail, Summer Hart, Paul Huyer, Sarosh Jamal, Madeline Kalda, Shashi Kant, Ernest Lam, Mark Lautens, Scott MacKendrick, Jan K. Mahrt-Smith, Rajiv Mathur, Douglas McDougall, Joanne McNamara, Eha Naylor, Arman Rasekh, Danielle Skipp, Ryan Teschner, Veronica Wadey, Grace Westcott, Mary-Agnes Wilson, Geeta Yadav

Sheree Drummond (Secretary of the Governing Council)

Regrets:
Glen Bandiera, David Bowden, Jessica Johnson, Dveeta Lal, Sameer Lal, Kikelomo Lawal, Ron Levi, Nhung Tran, Joseph Wong, David Zingg, Lara Zink

In Attendance:
Cheryl Regehr (Provost), Leah Cowen (Vice-President, Research and Innovation, and Strategic Initiatives), David Palmer (Vice-President, University Advancement), Sandy Welsh (Vice-Provost, Students), Derek Newton (Assistant Vice-President, Innovation, Partnerships and Entrepreneurship), Ron Saporta (Acting Vice-President, Operations), Trevor Rodgers (Chief Financial Officer), Christine Szustaczek (Vice-President, Communications), Bryn MacPherson (Assistant Vice-President, Office of the President and Chief of Protocol), Nadina Jamison (Chief Strategy Officer, Office of the President), Susan Mazza (Special Projects Officer, Office of the President), Anthony Gray (Director, Strategic Research, Office of the President), Gwen Burrows (Assistant Vice-President, International Engagement and Impact), Archana Sridhar (Assistant Provost, Office of the Vice-President & Provost), Elizabeth Cragg (Director, Office of the Vice President, University Operations), Sanish Samuel (Controller and Director of Financial Services), Melinda Scott (Executive Director, Office of the Vice-Provost, Students), Poppy Lockwood (Vice-Dean, Academic Planning, FAS), Catherine Riddell (Assistant Vice-President, Communications), Liam Dravid (Undergraduate student, UTSC), Aidan Thompson (UTSU), Elizabeth Shechtman (UTSU)

Secretariat:
Anwar Kazimi, Joanne Chou

Chair’s Remarks

The Chair welcomed members and guests to the final meeting of the 2022-23 governance year.
Report of the President

The Chair invited the President to offer his report.

Convocation

The President began his report by noting that the successful June Convocation season had just concluded. There had been 32 ceremonies celebrating some 15,600 graduates, and 15 inspiring honorary graduates were also recognized, including former Governing Council Chair, Claire Kennedy. He highlighted that those attending the ceremonies were able to enjoy the components of the Landmark Project that had been completed in time for Convocation season, including the pedestrian pathways on the western and southern portions of King’s College Circle. He looked forward to the completion of the landscaping over the summer.

The President offered a special word of thanks to the Chancellor who conferred degrees upon thousands of students, with her customary grace and goodwill. He explained that Convocation was a complex logistical undertaking, involving the coordination of multiple offices under the leadership of Sheree Drummond, Secretary of the Governing Council and Bryn MacPherson, Assistant Vice-President, Office of the President & Chief of Protocol. University partners included the Offices of the Principals and Deans across all three campuses, University of Toronto Communications, Campus Safety, Campus Events, and Facilities and Services.

He acknowledged the work of the Office of Convocation and the Office of the President’s Events Team, under the leadership of Samantha Smith, Director, and Brenda Ichikawa, Director, University Events & Assistant to the Chancellor respectively, who worked hard to make convocation a success for graduates and their families and friends.

Federal Matters

The President noted that the Federal landscape had been quiet in terms of public announcements, but that advocacy continued behind the scenes. He highlighted the ongoing efforts to press for renewed investments in research (as outlined in the report of the Advisory Panel on the Federal Research Support System), and advocating for improvements to the systems for processing study permits for international students. He reminded governors of the challenges many international students faced this past year in acquiring study permits, noting that the government has acknowledged the challenges and recognized the reputational harm that further problems in the future might cause. The President shared that they had recently hosted a delegation from Immigration, Refugees and Citizenship Canada (IRCC) focused on better understanding the international student admissions process, as part of a broader conversation on how to expedite and improve these processes. The President remarked that he was pleased that there had been considerable progress made on this file.

Provincial Matters

The President reported that the University’s efforts on the provincial front continued to focus on engaging with the Blue-Ribbon Panel on Higher Education. He highlighted the comprehensive submission that the University had made to the Panel in May, which had been shared with governors, outlining “a principle-based approach to policy reform”. He stated that the Chair and Vice-Chair of the Panel had indicated that the submission was very well-received, and that they had followed up to request additional details on aspects of the submission.

Municipal Matters

On the municipal front, the President noted that Olivia Chow had been elected as Toronto’s new mayor. He remarked that Ms. Chow was the first woman to lead Toronto post-amalgamation, the first person of colour to serve as the Mayor of Toronto, and the first person born outside North America to serve in this role since the 1950s. He added that Ms. Chow is a distinguished visiting professor at Toronto Metropolitan University and a U of T alumna, and that she resided close to the St. George campus. The President offered his congratulations and looked forward to establishing a strong working relationship with Mayor-elect Chow.

Anti-Asian Racism Working Group Final Report and Response

The President reflected on the entrustment ceremony for the Final Report of the Anti-Asian Racism Working Group (AARWG), which he attended with the Chancellor and the Provost. The President had accepted the Report on behalf of the University and noted that the Administration accepted all 40 of the Report’s recommendations. He reminded governors that the AARWG was launched in April 2022 as part of the university’s effort to address discrimination and growing anti-Asian racism, particularly in the wake of the COVID-19 pandemic. The President acknowledged the tremendous efforts of the Working Group and its co-chairs, Mr. Vikram Chadalawada, Administrative Staff Governor, and Associate Professor Carol Chin, Principal of Woodsworth College.

The President concluded that the University community was committed to taking meaningful action to create a more supportive environment for members of the diverse Asian community, and that implementation of the recommendations had already begun.

In the discussion that followed, a member provided praise and encouragement for the President, acknowledging the administration’s commitment to upholding freedom of speech and academic freedom. The President thanked the member for her thoughtful comments.
Strategic Presentation: Entrepreneurship

At the invitation of the Chair, the President welcomed Professor Leah Cowen, Vice-President Research and Innovation and Strategic Partnerships, and Dr. Derek Newton, Assistant Vice-President, Innovation, Partnerships and Entrepreneurship, to provide a presentation on intellectual property and the University’s inventions policy. He noted that, as a question had been raised on this topic at a recent Governing Council meeting, it was an opportune moment to provide a strategic presentation on these important matters.

Professor Cowen offered introductory remarks on Entrepreneurship and then invited Dr. Newton to offer a presentation. Dr. Newton provided an overview on the University’s invention’s policy, how intellectual property (IP) was protected and how these ideas fueled entrepreneurship and launched new ventures. He explained that entrepreneurship was thriving across all three campuses with programs to help students, innovators and entrepreneurs launch new ventures. Over six hundred companies had been created in the last decade, attracting over $2.5 billion of investment from external communities. U of T was number one in Canada for launching research-based startup companies and number two in North America for how the University turned intellectual property into new companies. Dr. Newton described the acceleration programs and in particular, the University of Toronto Early-Stage Technology (UTEST), an accelerator for nascent research-based companies supported in partnership with Toronto Innovation Acceleration Partners (TIAP) and the University of Toronto Connaught Fund. Dr. Newton cited two success stories, Deep Genomics and ODAIA, underscoring the University’s research excellence. He then went on to describe the IP policy, commercialisation framework, and revenue regeneration policies. He concluded his presentation by highlighting the Intellectual Property Education Program, a free and interactive program to encourage basic IP Literacy for all students, faculty and staff.

In the discussion that followed, Dr. Newton added the following:

The added articulation of the University of Toronto's Global Access principles related to intellectual property on the website. He noted that many ideas in innovations at the university level were not patented, thus public domain.
Active areas for patenting included STEM focused disciplines such as computer science, chemistry, physics, engineering, and medicine.
The policy was reflective of current needs across North America, and included incentives to encourage innovators.
Licenses would go to start-ups, corporate partnerships and were common in STEM areas such as clean tech, engineering and medicine.
Various programs to support diverse, racialized, and underrepresented groups, such as UTEST’s special funding stream for BIPOC companies, and the FemSTEM program from the Health Innovation Hub that encouraged women and entrepreneurship.
An annual EDI survey was established to understand the stakeholder participation in these programs, and to encourage diverse representation in the community.
Acknowledged Canada’s innovation gap related to business-led investments in research and universities. Many of the activities and partnership engagement were driven by global initiatives. Dr. Newton highlighted the advocacy work in promoting Canadian innovation to the government.
The University would deduct the out-of-pocket patent costs from the revenue.
The entrepreneurship programs supported a range of companies that included IP based companies, non-profits, and companies that had a social mission and enterprise, noting that there were no current metrics to track the success of social enterprises.
The University offered supports and resources to create investable and solid companies built to succeed and attract investments.
He noted that capital availability in Canada was structurally different than in the United States, which introduced challenges for companies launching in the marketplace.
The first phase of Schwartz-Reisman Innovation Campus would be launched soon, demonstrating a generational investment in innovation entrepreneurship. He explained that the iconic building would attract new partners to the region, helping companies go from startup to scale-up, fostering roots at U of T and in the city of Toronto.

The Chair thanked Dr. Newton and Professor Cowen for an insightful presentation, and welcomed them back next year for a progress report.

Audited Financial Statements for the Fiscal Year ended April 30, 2023

Ms Sandra Hanington, Chair of the Business Board, provided an overview of the discussion of the audited financial statements at the meeting of that body on June 20, 2023:

The audited financial statements were examined in detail by the Audit Committee at its meeting on June 19^th.
At the Business Board meeting of June 20^st, the Chief Financial Officer had provided the Board with an overview and presentation of the year’s financial results which were contained in the Business Board Report No. 273.
Mr. Paul Huyer, a Member of both the Audit Committee and the Business Board, reported that the Audit Committee had approved the external auditors’ audit plan and engagement letter for the year ended April 30, 2023, at its November meeting and was satisfied with the areas of audit emphasis.
Mr. Huyer reported that the Audit Committee was satisfied that the financial statements fairly represented the financial position of the University and its results for 2022-23, and had had no concern that would call into question the integrity of the financial statements.

On a motion duly made, seconded, and carried

IT WAS RESOLVED

THAT the University of Toronto audited financial statements for the fiscal year ended April 30, 2023, be approved.

External Auditors: Appointment for 2023-2024

Ms Hanington provided an overview of the discussion of the appointment of the external auditors for 2023-24 at the Business Board meeting:

The Business Board had considered the Audit Committee’s recommendation of the appointment of the External Auditors for the upcoming year.
The Audit Committee and the administration had reviewed the performance of Ernst & Young LLP (EY) and that the review had been very favourable. This was done as part of an annual assessment.
The auditors had continued to perform well and were proactive in bringing issues and new developments forward.
EY had met the University’s very tight deadlines and heavy workload requirements for the various audits.
The Audit Committee and Business Board both supported the recommendation that EY be retained for the upcoming fiscal year (2023-24).
EY had been providing the university with auditing services since 2014 and a review of audit services would be undertaken in 2024. A review process would be discussed with the Audit Committee next year.

On a motion duly made, seconded, and carried

IT WAS RESOLVED

THAT Ernst & Young LLP be re-appointed as external auditors of the University of Toronto for the fiscal year ending April 30, 2024.

CONSENT AGENDA

On motion duly made, seconded, and carried

IT WAS RESOLVED

THAT the consent agenda be adopted, Items 6 through 9 be approved.

Amendments to the Discipline Appeals Board Terms of Reference (“Terms of Reference’)
(Arising from Report Number 246 of the Academic Board (May 25, 2023))

IT WAS RESOLVED

THAT the proposed amendments to the Discipline Appeals Board Terms of Reference, 1995, as outlined in the Memorandum dated May 18, 2023, from Professor Cheryl Regehr, Vice-President and Provost, be approved, effective July 1, 2023.
New Academic Unit: Proposal to Establish an Extra-Departmental Unit B (EDU:B): Centre for African Studies, Faculty of Arts & Science
(Arising from Report Number 246 of the Academic Board (May 25, 2023))

IT WAS RESOLVED

THAT the proposal to establish the African Studies Centre as an EDU:B, as described in the Proposal to establish the African Studies Centre (ASC) as an Extra-Departmental Unit B, dated March 23, 2023, be approved effective July 1, 2023.
Summer Executive Authority**

IT WAS RESOLVED

THAT until the next regular meeting of the Governing Council or its appropriate committee or board, authority be granted to the President for:
1. decisions on other matters the urgency of which does not permit their deferral until the next regular meeting of the Governing Council or its appropriate standing committee or board,
2. appointments to categories 2,^[1]3,^[2]and 5^[3]of the Policy on Appointments and Remuneration approved by the Governing Council of the University of Toronto, dated May 30, 2007;^[4]
3. approval of such additional curriculum changes as may arise for the summer and September 2023; and
THAT all actions taken under this authority be approved by the Chair of the Governing Council prior to implementation and reported to the appropriate committee or board for information.

Minutes of the Previous Meeting of the Governing Council – May 18, 2023

The minutes of the previous meeting of the Governing Council were approved.
Business Arising from the Report of the Previous Meeting

There was no business arising from the Report of the Previous Meeting.
Reports for Information

Members received the following reports for information:

END OF CONSENT AGENDA

Date of Next Meeting – Wednesday, September 6, 2023, from 8:45 to 9:15 a.m.

The Chair noted that the date of the next meeting was Wednesday, September 6 from 8:45-9:15a.m.
Question Period

There were no questions from members.
Other Business

The Chair, on behalf of the Vice-Chair and herself, went on to express appreciation and gratitude to governors and members of governance bodies from all University constituencies on all three campuses for their commitment to the University of Toronto, for their contributions to governance, and their hard work over the course of this governance year.

She also thanked the President and all members of the University administration for their exemplary service to governance and their work on behalf of the University in general, and the Secretariat team for their invaluable work as governance professionals.

The Chair concluded by individually recognizing those governors who were completing their terms on the Governing Council. The following citations were read into the record.

David Bowden

I would like to start with David Bowden. David was elected by the College of Electors in 2014 and has served 9 years as an Alumni Governor – the maximum length of service. Over the course of his time as governor, David had given generously of his time and expertise, serving on a number of governance bodies - the Business Board, the Pension Committee, the Audit Committee, the Planning & Budget Committee, the Elections Committee, and, last but not least, on the Executive Committee. David was a highly engaged member, regularly raising thoughtful questions in advance and at meetings, and providing advice and guidance arising from his professional experience. David, we thank you for your service and for your dedication to U of T – and wish you the very best in your many motorcycle adventures to come.

Teo Dechev

Teo Dechev was elected as an Alumni Governor in 2020 – joining Governing Council in the midst of the pandemic. Teo served on the Academic Board, the Business Board, the Pension Committee - and the Audit Committee, where she had served as Vice-Chair this governance year. Teo was a very engaged member – bringing a particular focus on oversight of risk as well as prudent financial management. Teo, thank you for bringing your extensive professional expertise to deliberations on these governance bodies. We know you are an active alumna, and we look forward to your continued engagement with the University in the years to come.

Annabelle Dravid

Annabelle Dravid completed a one-year term as a full-time undergraduate student governor. Annabelle served on the Academic Board and on the Business Board. In addition, Annabelle served on two Presidential Advisory Committees - on the Appointment of a Vice-President & Principal at UTSC, and on the appointment of a Vice-President & Provost. Annabelle made important contributions to these Advisory Committees – bringing a strong student voice to the deliberations of these Committees. Congratulations, Anabelle, on your recent graduation from UTSC, and we look forward to seeing you cross the stage again upon the completion of your Master’s in Public Policy from the Munk School!

Susan Froom

Susan Froom completed her ninth term as a part-time undergraduate student governor –bringing her to the maximum of nine consecutive years of service under the U of T Act. During her lengthy service, she has dedicated considerable time to governance, serving on just about every body of the Governing Council - the Academic Board and its two standing committees - the Committee on Academic Policy & Programs and the Planning & Budget Committee, the University Affairs Board, the Business Board, the Elections Committee and on the Executive Committee. In 2020, Susan also served on the Committee to Review the Office of the University Ombudsperson. Susan also served as a panel member of the Judicial Board and of the Academic Appeals Committee on multiple occasions – and has contributed to the orientation for new members of the Academic Appeals Committee offered by the ADFG Office. She has been a very engaged and well-prepared governor, posing questions on a number of issues of critical importance to students, including, but not limited to, student mental health, equity and inclusion, sustainability, as well as budget and tuition matters. Susan has taken her role as a Governor seriously and her commitment to providing effective oversight was an example to her peers. Susan, we are grateful for your dedicated service – we recognize that serving as a student governor for multiple years is a significant commitment. We wish you the very best in your continued studies and in your future endeavors.

Summer Hart

Summer Hart completed a one-year term as a graduate student governor. Summer served on the University Affairs Board, the Planning & Budget Committee and on the Elections Committee. Summer, thank you for your contributions to governance. We wish you the very best with your continued studies in occupational therapy.

Jessica Johnson

Jessica Johnson completed a one-year term as a full-time undergraduate student governor. Jessica served on the Academic Board and the University Affairs Board. She also served as a panel member on the University Tribunal. Jessica, we thank you for your service to governance - and congratulations on your recent graduation! We wish you all the very best in your future endeavours!

Madeline Kalda

Madeline Kalda completed a one-year term as a full-time undergraduate student governor. She served on the Academic Board and the University Affairs Board. Madeline was an engaged member, bringing her experience with the UTSU and as an involved Engineering student to bear on her contributions to governance. We wish you the very best, Madeline, with your ongoing studies and your future career as an engineer.

Shashi Kant

Shashi Kant completed a three-year term as a teaching staff governor. Shashi concentrated his governance service on the bodies of the UTM Campus Council, including the Agenda Committee and the Academic Affairs Committee. He also served as the Vice-Chair of the UTM Campus Council from 2020 to 2022 and as its Chair over the past year. As Chair of the UTM Campus Council he also attended Executive Committee meetings. Shashi could always be relied upon to bring a deeply caring perspective to deliberations on a wide range of matters before governance, with a particular passion for matters related to student well-being and sustainability. Shashi, thank you very much for bringing your love of UTM and its students as a whole in service of University governance.

Jan Mahrt-Smith

Jan Mahrt-Smith was first elected in a by-election in 2015 as a teaching staff governor and completed his third term. A very engaged Governor, over the course of his years of service Jan has served on the Business Board, the University Affairs Board, the Academic Board and its two standing committees - the Committee on Academic Policy & Programs and the Planning & Budget Committee - and also on the Executive Committee. Since 2019, he has served as Chair of the Planning & Budget Committee. Jan also served in several additional capacities, as a member of the Working Group on Governance Oversight of Capital Projects, on the Ad Hoc Committee on Capital Projects, as well as most recently on the President’s Advisory Committee on the Vice-President, Communications. As an energetic contributor to these bodies and through his leadership position, Jan brought a high level of engagement and provided valuable contributions to the issues under discussion – always keeping the needs of students at the heart. Jan, your dedication, ideas, and leadership in service of University governance were greatly appreciated – we look forward to your ongoing contributions as an engaged University citizen.

Arman Rasekh

Arman Rasekh completed a one-year term as a graduate student governor. Arman served on the Business Board and on the Executive Committee. Arman, thank you for your thoughtful and constructive contributions to these bodies – frequently bringing your experience as a professional engineer to bear. Congratulations on recently completing your MBA program!

Ryan Teschner

Ryan Teschner was appointed as an LGIC member of the Governing Council in 2021. He served on the Academic Board, the University Affairs Board and on the UTM Campus Council. Ryan was recently appointed as the Inspector General of Policing of Ontario and as a result no longer met the eligibility criteria for a Lieutenant Governor in Council appointment. Ryan submitted his resignation earlier this month. Ryan, we are very grateful to you for your dedication to U of T and for your governance service – we wish you well in your new role.

Joseph Wong

Joe Wong has served as one of the two Presidential Appointees on the Governing Council this past year. As you know, since 2021, Professor Wong had been the University of Toronto’s Vice-President, International - in this role he provided leadership on advancing the University’s priority of internationalization. He has certainly contributed that expertise in his role as a Governor this year. Joe, thank you very much for your thoughtful contributions as a governor - we look forward to your continued interactions with governance in your capacity as Vice-President, International.

Lara Zink

Lara Zink was appointed as an LGIC member of the Governing Council in April 2020 – right at the outset of the pandemic! During her tenure, Lara served on the Business Board, the Audit Committee, the Pension Committee, the UTSC Campus Council, as well as on the Executive Committee. In 2022, she also contributed her expertise as a member of the Task Force on Risk Reporting. Thank you, Lara, for your dedicated service to the Governing Council – we look forward to your continued engagement with the University of Toronto.

At the invitation of the Chair, President Gertler, on behalf of the University administration, expressed his sincere gratitude to all governors, both those retiring and those continuing, for their dedicated service to the University. He noted that they were remarkable volunteers, and that the Governing Council was a key source of oversight, debate, and leadership which helped ensure the continued strength of the University of Toronto.

The President concluded his remarks by acknowledging that this was the Chair’s final meeting as Chair and governor. He noted that Ms. Janet Ecker had been appointed to the Governing Council as a Lieutenant Governor in Council member in 2014, and that she had now completed 9 consecutive years of service. She had served on the Academic Board, Business Board, and the Committee for Honorary Degrees, and as Vice-Chair and Chair of both the Audit and Pension Committees. In 2020, she served on the President’s Advisory Committee on the Appointment of a Vice-President, International. She also served as Chair of the Ad-hoc Committee on Capital Projects, and as Vice-Chair and then Chair of the Governing Council.

He expressed his gratitude to Ms. Ecker for her outstanding service to the University, and for her characteristic wisdom, integrity, dedication, and humour. He noted that the Chair’s calm professionalism, deep expertise, and sound judgment had been truly exemplary and a shining example of leadership in governance. The President informed members that, in recognition of the Chair’s exceptional and longstanding service on Governing Council, Ms. Ecker was being presented with an engraved plaque acknowledging her significant contributions to the University of Toronto.

The Chair expressed her gratitude for the President’s generous words and said that it had been a privilege and an honor to serve the council as Chair. Ms Ecker remarked that she had learned a lot and that it was a wonderful honor to work with the President and the senior administration. She thanked members for their support, their care for the institution, and had been continually impressed that such a diverse group was able to work so constructively to make decisions that were in the best interests of the University as a whole. She expressed her confidence in the University’s continued capacity to play a leadership role in important ways that were thoughtful and respectful.

The Governing Council moved in camera.

In Camera Session

Council on Student Services (COSS) – Chair Appointment, 2023-24

The University Affairs Board’s approval of the nomination of Ms Susan Froom as the next Chair of COSS was reported to members for information.
Senior Appointment

On a motion duly moved, seconded, and carried

IT WAS RESOLVED

THAT Professor Trevor Young be appointed as Vice-President and Provost, effective January 1, 2024 until December 31, 2028.

The meeting returned to open session.

The meeting adjourned at 5:45 p.m.

August 1, 2023

[1] Category 2 includes the positions of Vice-President, Secretary of the Governing Council, and University Ombudsperson, which are subject to the approval of the Governing Council.

[2] Category 3 includes the positions of Deputy Provost, Associate and Vice-Provosts, Chief Financial Officer, Senior Legal Counsel and Deputy Secretary of the Governing Council, which are subject to the approval of the Executive Committee, and are reported for information to the Governing Council.

[3] Category 5 includes the head of Internal Audit (approved by the Business Board) and the Warden of Hart House (approved by the University Affairs Board); such appointments are reported for information to the Governing Council.

[4] Approval of Academic Administrative Appointments until the next regular meeting of the Agenda Committee of the Academic Board shall be approved by electronic ballot and shall require the response of at least five members of the Agenda Committee.