American University Board of Trustees
Special Committee on Governance Update
February 16-17, 2006

Thursday and Friday, February 16 and 17, were particularly intense and valuable days in the work of the Board of Trustees’ Special Committee on Governance. On Thursday, the committee met with several groups from the university community – members of the Faculty Senate Ad Hoc Committee on Governance, deans, Staff Council, and undergraduate and graduate student leaders. In each of these meetings, board committee co-chairs Pamela Deese and Jeffrey Sine discussed with the groups the committee’s work to date, its substantive agenda, and its timeline for work that will lead to recommendations to the Board of Trustees at the May Board meeting. Attendees at Thursday’s meetings expressed a range of pertinent thoughts and perspectives and were encouraged to continue to share their views on any and all aspects of the committee’s work and mission. The committee undertook to continue to maintain an active dialogue with the constituent groups and will work, particularly through its liaisons, with the groups in this effort. Those liaisons and the groups with whom they are in contact are:

• Pamela Deese – law students, graduate students, AU alumni, and staff
• Jeffrey Sine – deans – and, along with Vice President of Campus Life Gail Hanson – undergraduate students
• Gary Abramson – vice presidents, donors
• Regina Muehlhauser – parents
• Bishop John Schol – faculty
• Martin Michaelson – general liaison.

On Friday, these and other constituent groups – notably, the alumni association, Interim President Kerwin, senior administrative staff, and trustees, as well as student leaders – participated in further robust discussions of board governance issues. Some of that discussion (with the trustees, including President Kerwin) was in executive session to facilitate the most candid exchange of views. Other parts of Friday’s proceedings were in public session.

The committee has a highly ambitious work plan, the effective implementation of which will require very energetic work in the weeks ahead. The scope of work has been developed into a five-point plan as follows:

• Governance Framework
• Structure and Operations of the Board/Executive Committee
• Qualifications and Characteristics of Trustees
• Performance of and Expectations for Trustees
• Conflict of Interest Policy.

The committee’s work will include, for instance, analysis of board governance practices at a range of other universities; continued consultation with Martin Michaelson, who has been assisting the committee; and consultation with others inside and outside the university, such as Richard (“Tom”) Ingram, a nationally regarded expert on university board governance, who, until last month, was the long-serving president of the Association of Governing Boards of Universities and Colleges.

In addition to a comprehensive review of the bylaws, policies and procedures of the Board of Trustees, the committee is focusing on issues of culture, principles, communication, and practical implementation – since fundamental governance reform requires change that goes well beyond that which can be codified. Issues such as achievement of optimal communication between university constituencies and the board and effective board-president interaction – as well as many other issues basic to the well-being and performance of the university – also warrant and will receive extensive attention, in accordance with the work plan announced by Ms. Deese and Mr. Sine.