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Sweeping governance changes adopted by University Board
By Brian Fitzgerald
The BU Board of Trustees unanimously approved extensive governance changes at its annual spring meeting, implementing 14-year term limits and stricter conflict-of-interest rules for its members. The move is “a significant step for Boston University,” says Alan Leventhal, the new Board chairman.
The adopted reforms, proposed by the Board’s eight-member ad hoc Committee on Governance, were outlined in a report presented to the full Board for a discussion and vote on April 15.
The Board also voted changes in the areas of Board structure and trustee qualifications, approved a Board seat for the chairperson of the Faculty Council, discussed the role of honorary trustees and the creation of a Board of Overseers, and addressed presidential transition issues. In addition, it discussed a plan for implementing these actions.
Leventhal says that the new conflict-of-interest policy, which is more specific than the existing one, will put BU at the forefront of higher education governance, “enabling this University in this regard to serve as a role model for other universities and nonprofit institutions, not just in this city, but nationally and internationally.”
The Board’s Audit Committee will develop definitions, standards, and procedures for the new policy. According to the report, the University already had conflict-of-interest rules comparable to those of other universities, and in some aspects more comprehensive. Nonetheless, in the future BU should not engage in business or financial relationships with its trustees unless the matter “has been thoroughly reviewed and considered by the Audit Committee and found to be of exceptional necessity to the University,” according to the report recommendation. In a letter to the BU community, Leventhal wrote that the new policy “will reflect integrity beyond reproach and be equally intolerant of both the fact and the appearance of impropriety.”
In addition, an outside auditing firm will regularly review the Board’s actions.
As for Board structure and term limits, the Committee on Governance indicated that a majority of the trustees want a clear and well-defined process for recruiting and evaluating trustees and committee members, and also feel that term limits — which most private college and university boards have — would help ensure that authority is fully shared by all the trustees. The plan calls for a term limit of 14 consecutive years. For trustees who have served at least 13 years, a grace period will allow them to be reelected to one additional term of up to 3 years. Trustees having served between 9 and fewer than 13 years will be eligible for two additional terms, for a total of up to 5 more years.
“Every board of trustees, after a period of time, finds it very healthy to undergo a self-examination process,” says Leventhal. “I think what we’re doing is lifting the Board to a new level and helping it to grow and become more diverse.”
The committee also determined that the Board’s size, now 41 members with the recent addition of David D’Alessandro, is comparable to that of similar institutions. The Board did approve a plan, however, to reduce the number of committees from 21 to 11, and to reduce their size.
The decision to add a Board seat for the chairman of the Faculty Council, who will serve as an ex officio voting member, was lauded by Herbert Voigt, the current Faculty Council chairman. “I see this as a major change in the Board’s relationship with the Boston University faculty,” says Voigt, an ENG associate professor of biomedical engineering. “It is opening a communications channel that will allow faculty input to the decision makers on many important issues facing the University.”
Although faculty membership on boards of trustees is not a common practice at other private universities, the committee’s report noted the appointment of a faculty member would demonstrate the Board’s concern that this segment of the BU community be represented.
“It shows that the Board is reaching out to one of its most important constituencies — faculty,” says BU President ad interim Aram Chobanian.
“There is no doubt that what we are witnessing is very real and positive change in University governance,” says Voigt. “I am delighted that this change is coming now and that the University has moved from a very dark period since last October.”
At that time, BU and Daniel Goldin, who had been offered the BU presidency, reached a mutual agreement that he would not assume the post. “I believe the trustees acted in a very serious and deliberate way after a difficult period of time last fall,” says Leventhal. “They used the difficulties in October as a catalyst for improvement — as an opportunity to examine governance and serve the best interests of the University.”
Regarding the search for BU’s ninth president, the committee’s report stated that the position represents an exceptional opportunity that should attract a group of highly qualified candidates — in large part because of the transformation of the University during the 25-year presidency of John Silber, now a president emeritus. The Board will work to create an atmosphere encouraging a broad range of exceptional candidates for president. To eliminate possible confusion, according to the report, a retired former president “should cease to have a role — actual or perceived — in the administration, governance, or leadership of the University.” Silber, wrote Leventhal in his letter, “in recognizing the symbolic meaning inherent in the current location of his office, has agreed to move to another site on campus.” At present, Silber’s office is in the SMG building, where BU’s top administrators are located.
“This is a great University,” says Leventhal. “It has tremendous stature, and I think it will attract the top presidential candidates because of its size, diversity, and academic strength. We’re fortunate that we have a very capable president in Aram Chobanian. The University at this point is in very good hands.”
The ad hoc Committee on Governance was formed last November. With the assistance of outside consultant Avner Porat of A. T. Kearney, Inc., it interviewed 67 people, including trustees, BU faculty and administrators, and figures in higher education outside BU. The committee met more than 15 times in person and by telephone, and drafted its final report, with recommendations, this month.
“This is a Board that has tremendous passion for, and commitment to, Boston University,” says Leventhal. “I think BU has been well served by the Board’s approval of the committee’s report.”
23
April 2004
Boston University
Office of University Relations