MEMORANDUM
February 10, 2006
| TO: | Campus Community |
| FROM: | Pamela M. Deese and Jeffrey Sine, Co-Chairs, Special Committee on Governance, Board of Trustees |
| SUBJECT: | Board Committee on Governance -- Activities Update |
The Board's Special Committee on Governance, co-chaired by trustees Pamela Deese and Jeffrey Sine, and including trustees Gary Abramson (Board Chair), Margery Kraus, Regina Muehlhauser, and Bishop John Schol, is hard at work in conducting a comprehensive review of board governance issues. The committee intends to have recommendations for the board in time for action on the recommendations at the May board meeting.
To date, the committee has met a number of times and has had discussions with the university interim president, faculty, administrators, students, alumni and others in the University community. Upcoming meetings are scheduled, for instance, with deans, faculty, students, and administrative staff. The committee has engaged and has been working closely with a nationally regarded consultant on university board governance, Martin Michaelson of the Hogan & Hartson law firm. Individual committee members have been designated as liaisons with the respective university constituencies, such as alumni.
The committee’s review is expected to cover such matters as the relationship of the board to the life of the university and other governance issues (including, for instance):
- Board interaction with the president, faculty, and staff;
- Structure of the board (including, for instance, which applicable bylaws should be amended and the work of board committees);
- Qualifications and characteristics of trustees (including, for instance, the diversity of backgrounds of trustees);
- Performance and expectations of trustees;
- Institutional policies applicable to the board, such as regarding conflict of interest.
The review is expected to be a penetrating one, and will draw on, among other sources, practices of leading university boards in the United States and the literature on university board best practices.
The committee is grateful to the many members of the AU community who have already given time to the committee’s work and who have shared their thoughts and perspectives, and to those members of the AU community who will do so as the committee’s work progresses. The committee aims to assist the board in establishing itself as a leader in university board governance.