American University Board of Trustees
Report of the Winter 2006 Meeting
February 16-17, 2006
On Thursday, February 16, the board committees met, all with new campus representatives in attendance. The committees that met on Thursday were Academic Affairs; Audit; Campaign Steering & Development; Campus Life; Finance & Investment; Governance; International Affairs; and Trusteeship. The committees discuss issues related to their areas of focus and where appropriate, make recommendations to the full board for its consideration and approval. The number of campus representative positions on board committees increased since the board’s last meeting in November 2005 from 10 positions to 28, after the board’s Executive Committee approved a recommendation from the Trusteeship Committee.
Governance Committee -- The Governance Committee, co-chaired by Pamela Deese and Jeffrey Sine, with its other members, Gary Abramson, Margery Kraus, Regina Muehlhauser, and John Schol, met with four constituent groups on Thursday: Staff Council; student representatives; Faculty Senate Ad Hoc Committee on Governance; and the deans. The committee brought the groups up-to-date regarding its activities and provided a timeline for the completion of its work. It also informed the groups about the organizing framework it has developed to address the myriad issues relating to governance, trusteeship and the board, communication, and engagement with the university community. Liaisons have been designated to each of the campus constituent groups to serve as a direct contact and resource person for the committee’s work.
Full Board Meeting
On Friday, February 17, the Board held its regular winter meeting. Thomas Gottschalk, board vice chair and chair of the Trusteeship Committee, noted that the current board must first elect six additional trustees to meet the minimum number of trustees required under the bylaws. He said that more than 60 individuals have been nominated by members of the university community since the board’s November meeting and that it has been focusing its attention and researching these individuals to learn more about them. At the board meeting, the committee presented the names of several possible trustee candidates to the full board and asked it to assist the committee in completing its research and review of this first selection of candidates and in exploring their interest in serving on the board, if elected. In accord with the procedures and criterion for board service (posted on the governance site on January 25, 2006), the candidates under consideration will represent a broad range of professional background and diversity.
In other business, the board re-elected five of the six members of the trustee Class of 2006 to the Class of 2009: Jack Cassell, Margery Kraus, Robert Pincus, Matthew Pittinsky, and Jeffrey Sine. The committee chair noted that John Petty was retiring from the board after 12 years of service, and chose not to stand for re-election. In light of Mr. Petty’s retirement, the Board approved a resolution to recognize his many years of service as a trustee.
In the discussion led by the Finance & Investment Committee Chair Gary Cohn, the board learned that the university expects to complete the fiscal year on budget. The board also learned that the value of the university’s endowment surpassed the $300 million mark, ending January 31, 2006 with a value of $318 million. In other work, the board approved several financing resolutions, including one for the renovation of Nebraska Hall into student living space by late summer 2007.
The primary focus of the board’s discussion with the Academic Affairs Committee was to review and approve a resolution to begin a Masters of Science degree program in Accounting in the Kogod School of Business. Implementation of the new program is proposed to begin in the fall.
In executive session, the board received an update from the Presidential Search Committee. The search will not begin until late summer 2006, to enable the board to complete its work on governance prior to launching the search.
The Governance Committee co-chairs informed the full board of the committee’s new organizing framework and its timeline for addressing the issues that members of the university community have brought to the committee’s attention. The timeline projects the committee will presents its chief recommendations to the board at its May meeting, after continuing its discussions with the various constituencies of the university community. A summary of the Governance Committee work as presented to the board will be posted this week on the Governance website. In other governance-related activity, the board approved a presidential compensation and contracts policy, and continued its review of its current conflict-of-interest policy and existing university policies relevant to “whistle-blower” protections, and the alignments of these with best practices.
Finally, Mr. Abramson reported that the staff of the U.S. Senate’s Committee on Finance has invited university officials to attend a discussion led by committee staff on Friday, March 3. American University attendees will be joined by officials from other federally chartered institutions. Experts in the fields of governance, internal controls and executive compensation will speak during the discussion. This is not a formal hearing, but a roundtable discussion.
The next Board of Trustees meetings are scheduled for Thursday, May 18 and Friday, May 19, 2006.