Boston University Board of Trustees Adopts Sweeping Governance Changes
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(Boston, Mass.) — The Boston University Board of Trustees today unanimously voted for wide-ranging reform which will put the University at the forefront of higher education governance. The actions were recommended by the Board’s ad hoc Committee on Governance, which presented its report to the full Board for a discussion and vote.
The Board voted changes in the areas of Board structure and term limits, conflict of interest, and Trustee qualifications. The Board also discussed the creation of honorary Trusteeships and a Board of Overseers, presidential transition issues, a Board seat for the chairman of the Faculty Council, and a plan for implementing actions voted upon today.
Board Structure and Term Limits
The committee reviewed the composition of the current Board and indicated that a majority of the Trustees desire a clear and well defined process for recruiting and evaluating Trustees and Committee members. The majority also felt that term limits for Board members are desirable and that implementation of such a standard would help ensure that authority is fully shared by all Trustees. The Governance Committee noted that a majority of private college and university Boards have some type of term limits. The approved plan calls for a term limit of 14 consecutive years. Current Trustees who have served at least 13 years may be reelected to one additional term, for up to three years; those who have served nine to fewer than 13 years may serve for two additional terms, for a total of up to five more years.
Boston University’s Board of Trustees currently has 40 members, a figure comparable in size to peer universities. A 2001 study noted that private universities had an average of 32 board members, ranging as high as 70.
The Board approved a plan to reduce the number of committees from 21 to 11, and to reduce the size of the committees. The Executive Committee, which has the authority to act for the Board on many issues between regular meetings, will have from 7 to 9 members, plus the officers and president.
The Board has decided that the chairman of the Faculty Council should serve as an ex officio voting member of the Board during his or her term in office, similar to the president of the University’s alumni association. The report noted that while faculty representation on boards of trustees is not a common practice among many private universities, the appointment of a faculty member would be recognized as a positive development within the University community.
Conflict of Interest
In recommending the adoption of a conflict of interest policy that could serve as a national model, the report notes that the University should not engage in business or financial relationships with members of the Board unless the matter has been thoroughly reviewed by the Audit Committee of the Board and found to be of exceptional necessity to the University. The report further noted that such a policy should reflect integrity beyond reproach and be equally intolerant of both the fact and the appearance of impropriety. The Audit Committee of the Board is charged with responsibility for developing definitions, standards, and procedures for the new policy. In addition, an outside auditing firm will continue to regularly review Board actions. The governance report noted that a survey of policies governing conflict of interest showed that Boston University’s existing policy was more comprehensive in certain respects and in others was similar to those at many other universities.
The report noted that the presidency of Boston University represents an exceptional opportunity that should attract a group of highly qualified candidates, thanks in large measure to the transformation of the University led by former President and Chancellor John Silber, who now is president emeritus. The Trustees voted to formally recognize Dr. Silber’s outstanding contributions at its October meeting.
In the meantime, the Board will work to create an atmosphere that encourages a broad range of qualified individuals to pursue the opportunity to lead Boston University. Dr. Silber, in recognizing the symbolic meaning inherent in the current location of his office, has agreed to move to another site on campus.
The eight-member ad hoc Committee on Governance, which was chaired by Trustee Dexter Dodge, was formed in November 2003 and immediately began reaching out to a wide range of constituencies. With the assistance of outside expert Dr. Avner (Avi) Porat of A.T. Kearney, Inc., 67 individuals were interviewed, including Trustees, University faculty and administrators, and others from outside the Boston University Community. A written confidential survey was distributed to all Trustees and there was an extensive review of data from the University as well as external sources. The committee met more than 15 times, in person and via telephone, before drafting their final report this month.