Appendix G

12/6/16

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SPECIAL COMMITTEE ON UNIVERSITY GOVERNANCE

Follow-Up Report and Recommendations for Improving Governance and Communications and Furthering the Academic Mission at Penn State

(Informational)

The Special Committee on University Governance is a panel of faculty, administrators, staff, students, and alumni appointed by the Senate Chair in the aftermath of the events of November 2011 to study the structure and practices of the Board of Trustees and to make recommendations for improving governance and communications at Penn State. To achieve its charge, the Special Committee consulted extensively with experts, reviewed the literature on best practices in higher education, benchmarked Penn State with other institutions, interviewed a wide variety of constituent groups, and conferred frequently with the Board leadership and other interested parties.  Its report was presented to and unanimously approved in a voice vote by the Senate in March 2013.  The executive summary of the report appears at Appendix A, and the full report is on the Senate website at http://senate.psu.edu/senators/special-committees/special-committee-on-university-governance/reports-and-resources/appendix-d/ .

The Senate Chair recently reconvened the Special Committee with following charge:

  • Review the changes since the initial report in governance structures and practices and lines of communications among the Faculty, Administration, and the Board of Trustees,
  • Report on the disposition of the Senate’s recommendations for reform, and
  • With the benefit of hindsight, assess whether any of its initial recommendations should be clarified, modified, or dropped and whether any additional recommendations are warranted.

Overview

Since the Special Committee’s initial report, the Board of Trustees has made significant and meaningful progress toward improving the governance of the University, expanding means by which an academic perspective can be more fully considered in its decision making, and enhancing its communication with the University community.  Of particular interest to the Senate are the addition of an Academic Trustee to the Board’s voting membership, inviting faculty representatives to participate in Board committees on a non-voting basis, and holding regular three-way consultative meetings among the leadership of the Board, Senate, and Administration.  Yet, in the view of the Special Committee, more can and should be done to increase academic expertise and diversity in Board membership and to ensure mutual understanding between the Board and academic institution that it governs.

After careful review, the Special Committee reaffirms its previous findings and recommendations and, more important, the underlying philosophy of its initial report.  Accordingly, it is important that the Senate be pro-active in working with the Board to achieve those goals previously endorsed by the body.

Summary of Previous Report and Recommendations

In its previous report, the Special Committee concluded that there is significant opportunity for the Board of Trustees, like most higher education governing boards nationally, to gain a better understanding of the mission, values, unique structures, and operating systems of the complex academic institution that it governs.  While Board members oftentimes bring a wealth of business and government experience, they may not have a commensurate level of experience in higher education or a thorough understanding of how universities advance knowledge for the benefit of society.

The Special Committee offered recommendations for bridging the cultural gap between the academic core of the University and its governing board.  The Committee suggested that one of the best means of ensuring that the Board is in tune with the academic mission is to select more members who have academic expertise and professional experience in higher education.  Those members, the Special Committee recommended, should include current Penn State faculty members.  Other recommendations were to place greater emphasis on selecting Board members based on their qualifications to perform critical governance functions rather than on what groups they might represent and to diversify its membership in terms of both demographics and sectors and interests reflecting the modern mission of the University.

In the belief that effective communication is a necessary condition of effective governance, the Special Committee further offered recommendations for opening new and expanding existing lines of communication within the University.  Those recommendations, if adopted in tandem with appropriate organizational and policy changes, should improve the flow of information throughout the University community and ensure that all participants in governance are fully informed on important issues facing Penn State.

Further, the Special Committee observed that effective communication can only take place in an environment of trust.  Therefore, a high priority should be to strengthen trust and a shared understanding within the University community.  Achieving that will be difficult – if not impossible – without developing a culture of collaboration and civility among the Board and other stakeholders dedicated to the well-being of Penn State and its important work.

A full listing of the Special Committee’s specific recommendations appears in its previous report linked on the Senate website and at Appendix B below.

What Has Transpired Since the Previous Report?

In March 2012, then Chair of the Board of Trustees Karen Peetz addressed the University Faculty Senate.  She emphasized, among other important matters, the need for a wide-ranging dialogue in the University community about potential changes in governance structures and that the Board was “interested in opening up a debate … of what is the best practice Penn State can have in terms of how we govern ourselves and how we move forward.”

The Senate Chair shortly thereafter charged the Special Committee on University Governance to study the Board’s structure, functions, and practices and to make recommendations for improving the governance at Penn State with special emphasis on enhancing the Board’s interaction with faculty, students, administration, and staff.  The Administration pledged support for the Special Committee’s work, and Board Chair Peetz and her eventual successor Vice Chair Keith Masser met with the Committee.

Since the Senate received and voted to endorse the report of the Special Committee in March 2013, much has changed regarding the Board’s structure and practices and the governance of the University.  In May 2013 and again in November 2014, the Board amended its Charter, Bylaws, and Standing Orders in several important ways.  Some of those changes have been applauded inside and outside the University; others have been the subject of criticism.

The Board’s most-extensive reform package in 2014 was the culmination of a year-long, contentious debate within the Penn State community.  A wide variety of proposals were floated regarding the size, structure, composition, and procedures of the Board; various stakeholders and interest groups lobbied aggressively for their preferred outcome; and there was extensive media coverage of the process.   Unfortunately, in the Special Committee’s opinion, the debate focused on what sectors or interest groups gained or lost representation on the Board and how the members were selected with little discussion about the qualifications and skill sets of Board members (especially academic experience or expertise) needed to govern a complex academic institution.

The following external entities were particularly relevant in the Board’s deliberations and decision making regarding governance reform.  The extent to which the recommendations of those entities are consistent with the institutional autonomy, shared governance, and the academic mission of Penn State should be of concern to and monitored by the Senate (SCUG Recommendation 8):

  • NCAA.  In 2012, Penn State signed a Consent Decree and Academic Integrity Agreement with the NCAA legally binding the University to make changes in its governance recommended in the Freeh Report.  In its previous report, the Special Committee cautioned that some of the Freeh recommendations were ill-informed about university governance, especially the faculty’s role in shared governance, and could prove to be counter-productive.  The Consent Decree has since been repealed and dissolved.  Consequently, the governance changes legally mandated by the decree now may and should be re-evaluated to determine if they currently are in the University’s best interests.
  • Auditor General. In 2012, the previous Auditor General released a report critical of Penn State’s governance structures and procedures and called for legislation to enact some of his recommendations, especially related to the composition and selection methods of the Board.  (See Tables 1 and 2 below.)  The Special Committee similarly expressed concern about some of the recommendations and, more importantly, his seeming misunderstanding of university governance and the faculty’s role in it.  (N.B.  The current Auditor General recently announced an audit of Penn State that would include the extent to which his predecessor’s recommendations have been implemented.)
  • State Senate. In what was clearly intended to be a counterpoint to the governance reform proposal of the Board leadership, Senate Bill 1240 “Pennsylvania State University Board of Trustees Reorganization Act” was introduced in 2015.  Although differing in the specific recommendations of the Auditor General, the Senate bill similarly would enact a prescribed composition and method of selection of Board members.  (See Tables 1 and 2 below.)   In its previous report, the Special Committee expressed strong reservations about legislative solutions to the Board’s governance challenges and cautioned that even well-intentioned legislation can undermine university autonomy — an important bulwark protecting academic freedom.   State Senate consideration of SB 1240 is pending.
  • Middle States Commission on Higher Education. In August 2012, Middle States warned Penn State that its accreditation was in jeopardy based on information contained in the Freeh Report and the NCAA Consent Decree indicating that the University might not be in compliance with various accrediting standards, including those related to the Board’s responsibility for the quality and integrity of the institution and other leadership and governance issues.  In November 2012, following a site visit, the accrediting commission notified Penn State that it had removed the warning and reaffirmed accreditation of the University.  It further requested a follow-up report documenting, among other things, changes to the Bylaws of the Board, specifically including “the expanded involvement of faculty, staff, and students on Board committees.”  (See discussion of SCUG Recommendation 20 below.)

A number of governance changes enacted by the Board as a result of its reform process are directly relevant to the Faculty Senate’s 2013 recommendations and to the overall academic mission of the University:

  • The size of the Board was increased from 32 voting members to 36 voting members and two ex officio non-voting members for a total of 38. (SCUG Recommendation 1)
  • The President and the Governor were changed from voting ex officio members of the Board to non-voting members. (SCUG recommendations 4 and 7.)
  • One Academic Trustee, one Student Trustee, and the Immediate Past-President of the Alumni Association were added to the Board membership with all of the rights and responsibilities of other members. The Academic Trustee is elected by the Board upon nomination by the Senate, and the Student Trustee is similarly elected by the Board upon nomination by a Student Selection Group.  (SCUG Recommendations 3 and 5.)
  • The waiting period for former University employees (including faculty) to be eligible to serve on the Board was lengthened from three to five years. Exceptions for the Academic and Student Trustees were codified.
  • Three At-Large Trustees were added to the Board as voting members. They are elected by the Board upon nomination by an internal selection group.
  • A regular meeting of the leadership of the Board, Administration, and Faculty was mandated. (SCUG Recommendation 23.)
  • The Board Chair was authorized to invite non-voting representatives of the Faculty, students, staff, and constituent groups to participate in most standing committees of the Board, and the faculty representation was designated an “official” means of communication with the Board. (SCUG Recommendation 20.)

Rationale for the Academic Trustees

It is important to recall that the Senate’s rationale for recommending the addition of Academic Trustees was to bring more academic expertise to the Board and ensure that an academic perspective was more fully considered in Board decision making.  The rationale was not to add a representative of the Faculty to the Board membership.  In its previous report, the Special Committee strongly recommended that the Board should place greater emphasis in selecting its members based on their qualifications to perform critical governance functions rather than on what groups that they represent.  Academic expertise and knowledge of how complex academic institutions operate are, in the opinion of the Special Committee, among the most important of those qualifications.

The Committee concluded in its previous report that the existing formula of representation by which various constituent groups (e.g. alumni, agricultural societies, business and industry) select a quota of Board members is anachronistic and does not further good governance.  While it can enhance accountability and responsiveness to the public, the representational model is predicated on the no-win debate over who owns the University and what percentage of seats each sector should therefore control on its governing board.  And, even if it were possible to make such a complicated allocation at one point in time, when the University and the public it serves inevitably change, there is no easy way to update the proportional representation on the Board.

Yet, the recent debate over changes in the composition of the Board, including adding an Academic Trustee, appeared to focus primarily on what sectors gained or lost representation and not on the members’ qualifications to govern a complex academic institution.  Consequently, Board documents varyingly label the new position as “Academic Trustee” (the Senate’s preferred wording that recognizes its underlying purpose) and “Member Elected to Represent the Faculty” (the Board’s usual wording indicating a different purpose).  In announcing the changes, the then Board Chair said, “In adding voting seats for students and faculty trustees, we have made the board a more comprehensive reflection of the Penn State community.  These are two constituencies that should have a voice.”  While the addition of student and faculty voices on the Board is welcome and a signal of the Board’s good faith efforts to make its membership more reflective of the broader University community, the Special Committee remains committed to its proposal that the Board should increase the number of members with higher education expertise or experience and that the underlying purpose of having Academic Trustees on the Board is to further that objective.

However, regardless of the Board’s rationale, the outcome of the change has been positive and early indications are that the new Academic Trustee is achieving the Senate’s goal of helping the Board to better frame its decisions within an academic context.  This is a significant success that the Senate and the Board can collaboratively build upon in future initiatives to improve the governance of Penn State.

Table 1 compares the membership composition of the Board (resulting from the aforementioned changes) with its previous configuration and the proposals in the Auditor General’s report and the Senate Bill 1240.  Of particular note are the addition of the Academic Trustee, the slight proportional decrease in Pennsylvania officeholders and gubernatorial appointees, and the addition of three At-Large Trustees.

Table 1:  Board Membership # (%)

-Previous (2012)CurrentAuditor GeneralSenate Bill 1240
Total Voting h32362123
PA Officeholders4 (13)3 (8)3 (14)0
Governor’s Appointments6 (19)6 (17)4 (19)5 (22)
Academic1 (3)a1 (3)b00
Student0 c1 (3) d00
Alumni Assn. Past President01 (3)00
Alumni9 (28)9 (25)6 (29)8 (35)
Agricultural Societies6 (19)6 (17)4 (19)5 (22)
Business and Industry6 (19)6 (17)4 (19)5 (22)
At Large03 (8)00
Non-Voting02 e1 f2 g
  1. President
  2. faculty member elected by the Board upon nomination by Senate
  3. a Student Trustee was customarily appointed by the Governor but not codified
  4. elected by the Board upon nomination by a Student Selection Group
  5. Governor and President
  6. Governor
  7. Secretaries of Education and Agriculture
  8. percentages reflect rounding error

Table 2 compares the current selection methods of Board members (resulting from the aforementioned changes) with the previous methods and the proposals in the Auditor General’s report and the Senate Bill 1240.  Of particular note is the increase in the number and proportion of Board members who are internally selected as opposed to externally elected or appointed.  Although this change disrupts the balance of selection methods that the Special Committee recommended be maintained (SCUG Recommendation 10), it is primarily the result of adding three At-Large seats, which allows the Board to diversify and add academic expertise to its membership consistent with SCUG Recommendations 2 and 11.3.2.

Table 2:  Board Membership by Selection Method – # (%)

-Previous (2012)CurrentAuditor GeneralSenate Bill 1240
Total Voting d32362123
Governor’s Appointment6 (19)6 (17)4 (19)5 (22)
Board Selected6 (19)11 (25)4 (19)5 (22)
Business and Industry
664 5
At Large
0300
Academic/Student a02 (5)00
Election15 (47)15 (42)10 (48)13 (57)
Direct (Alumni)
9968
Indirect (Ag Societies)
6645
Ex Officio5 (16)4 (11)3 (14)0
PA Officeholders
4330
President
1000
Alumni Assn. Past President
0100
Ex Officio Non-Voting02 b02 c
  1. preferred candidate is nominated by the Senate and the Student Selection Group respectively and submitted to the Board for confirmation (approval or rejection of the preferred candidate only).
  2. Governor and President
  3. Secretaries of Education and Agriculture
  4. percentages reflect rounding error

Disposition of the Senate’s Previous Recommendations

The Board has made significant progress toward improving the governance of Penn State; however, with the notable exceptions of adding an Academic Trustee and establishing regular meetings among the leadership of the Board, Faculty, and Administration, the changes have not been substantially influenced by the Senate’s previous recommendations.  In announcing both its 2013 and 2014 reform packages, the Board emphasized that, in making the changes, it had taken into account the suggestions of the Pennsylvania Auditor General, the Middle States Accreditation Commission, and the Freeh Group — but did not mention of the recommendations of the Senate.  The Board’s Committee on Governance and Long-Range Planning has neither distributed the Senate report among its membership nor considered its array of recommendations, and with the recent turn-over in Board membership, most of its current members may not be aware of the report’s existence or its key recommendations.  (N.B.  The previous Board Chair Masser did informally consult with the Special Committee Chair regarding a proposal to add an Academic Trustee and invited him to attend a Board committee meeting at which it was discussed.  The Board’s outside governance consultant also met with some members of the Special Committee, including its Chair, but there does not appear to have been substantial consideration of any other Senate recommendations by a Board committee.)

It is also important to note that, despite the Senate’s unanimous approval of the Special Committee’s report, there appears to have been little effort by the Senate to encourage the Board to seriously consider its specific recommendations or to monitor overall progress toward improving governance and communication.  Nor did the Senate refer its own report to a committee to implement those recommendations within its jurisdiction and, more generally, did not follow through on the Special Committee’s call to make faculty involvement in governance reform an on-going process.

Moving forward, the Special Committee seeks to expand the distribution and readership of its report and urge that the Board, Senate, and others to strongly consider the report’s recommendations in their continued efforts to improve governance at Penn State.

A list of all the Senate’s initial recommendations and their disposition appear at Appendix B.

Follow-up Findings and Recommendations

The Special Committee on University Governance reaffirms the overarching findings of its initial report, its broad objectives for improving the governance and communication at Penn State, and the rationale for its specific recommendations.  Some of those recommendations have been implemented in modified form or otherwise overtaken by intervening events.  Others, as the Committee acknowledged in its initial report, are “blue sky” recommendations that conceptually would improve the governance of the University but are unlikely to be implemented in the current environment.

The follow-up recommendations below are primarily restatements and elaboration of previous recommendations that can be implemented with relative ease by the leadership of both the Board and Senate.  In any case, it is the Special Committee’s intent to be constructive by offering recommendations that would increase the flow of information to the Board needed to effectively govern the University and ensure that an academic perspective is fully considered in its decision making.  Those specific recommendations follow:

Increase Academic Expertise and Diversity in Board Membership

Subsequent to the Special Committee’s 2013 report, a blue ribbon panel of higher education leaders chaired by Benno Schmidt, board chair of The City University of New York and former Yale president, studied the complex and growing challenges to the governance of modern universities and issued a report, Governance for a New Era: A Blueprint for Higher Education Trustees, calling for more “thoughtful and engaged stewardship” by governing boards and suggesting best practices intended to achieve it .  Many (but not all) of its recommendations for improved university governance echoed and validated those previous offered by the Special Committee.  The following passage from the report of these national experts summarizes well the Special Committee’s goal of greater expertise and diversity in the Board’s membership:

All boards – private and public – should include trustees with a range of backgrounds appropriate for building board expertise and effective oversight:  those with academic experience and understanding of the internal workings of colleges and universities; those with strong financial backgrounds; those providing intellectual and professional diversity, ensuring a rich mixture of ideas, talents, and professions.  They should reflect the major specialized intellectual areas of the institution – such as science and medicine.  And they should have the breadth of skills and detachment necessary to be conscientious fiduciaries.

Of the 36 voting Board members authorized by the revised Charter, only one must be an academic – the newly-created Academic Trustee.  Prior to the recent changes, the President was the only academic formally holding a voting seat, plus a student was customarily but unofficially among the Governor’s appointments to the Board.  The President has since been changed to a non-voting member, and the Student Trustee was converted from a gubernatorial appointment to a codified seat.  In the current transition period, the terms of the Governor’s last student appointee and the newly-codified Student Trustee briefly overlap.  Further, a faculty member from another university was elected by the alumni to serve on the Board.  Consequently, there currently are four Board members from the academic world – two faculty and two students – but only one each faculty member and student are guaranteed to continue.

The Special Committee reaffirms its previous recommendation that it is in the best interest of Penn State to substantially increase the number of Board members who have significant academic experience and deep understanding of University’s teaching, research, and service mission.  Adding more Academic Trustees from the ranks of the Penn State faculty has the additional benefit of enhancing self-governance (common in professional associations) and expanding internal lines of communications among participants in shared governance.  While this is probably the best way to expand academic expertise on the Board, it is certainly not the only one.

Table 3 compares the current demographic composition of the Board with its composition in 2012 (the year prior to the Special Committee’s initial report).  Of particular note is a significant increase in female Board members but not minority members.  The data also indicate that the number and proportion of trustees from the business world have markedly increased from a plurality in 2012 to nearly half of the Board members currently.  That number does not include those trustees who are or were employed in agro-business.  The number of trustees from government slightly declined, but the three groups combined (business, agriculture, and government) constitute about three-quarters of the Board’s voting membership.  (N.B. The occupational categories in Table 3 are those used by the Association of Governing Boards to report national data on the demographics of governing boards.  While the Special Committee recognizes that there may be significant overlap among the categories and few bright lines distinguishing them, using the categories allowed the Special Committee to benchmark the demographics of Penn State Board in its previous report and to illustrate changes over time in this report.)

It is important to emphasize that Trustees from business, agriculture, and government bring a wealth experience that is very helpful in ensuring that the University is financially sound and properly managed, and their real-world perspective is often important in keeping the University accountable to the public it serves and is responsive to rapidly changing social conditions.  However, Board members from these fields often do not have a commensurate level of understanding of the academic core of the University – the values and codes of higher education and how knowledge is advanced for the benefit of society.  Therefore, if the Board does not also have a significant number of members from academe, it risks making important decisions using accepted standards and practices of business and government that do not necessarily apply to universities.  Several peer universities (e.g. Iowa, Virginia, North Carolina, and Missouri) have recently encountered serious governance problems in this regard.

Again, this conclusion should not be construed as a criticism of Board members from the business world or their contributions to the governance of Penn State over many years.  Rather it is the basis for one of the Special Committee’s key recommendations: that the business acumen of the largest segment in Board membership should be complemented with a significant numbers of trustees with academic expertise or professional experience in higher education and, overall, the Board’s membership should be more diverse, especially in better reflecting the rich mixture of scholarly areas that comprise the University.  Such a hybrid model of integrating external Public Trustees with internal Professional Trustees (in this case, academic trustees) has been widely successful in the governance of non-profit institutions and should be emulated at Penn State.

Orientation and continuing education for Trustees without academic experience or expertise and more direct contact with academic units/locations are additional means of assuring that the Board as a whole understands the codes and pathway of higher education and the academic institution it governs.  This is discussed further in the section below on Board Orientation and Self-Assessment (SCUG Recommendations 12 and 14).

Table 3:  Demographic Composition of Board # (% of Total Voting Members)

-20122016
Total Voting c3236
Female6 (19)9 (25)
Minority2 (6)2 (6)
a Occupation - Business11 (34)17 (47)
Professional
4 (13)3 (8)
Education b
5 (16)4 (11)
Agriculture
6 (19)7 (19)
Government
5 (16)4 (11)
Other
1 (3)1 (3)
  1. currently employed or retired
  2.  includes students
  3. percentages reflect rounding error

Expand and Formalize Faculty Participation on Board Committees

The Special Committee reaffirms its previous recommendations to increase faculty participation in Board committees and functions in order to ensure that an academic perspective is more fully considered in the Board deliberations and decision making.

Standing Committees.  Since the 1970s, the Chair, Chair-Elect, and Secretary of the Senate and leaders of student government have been invited by the President to attend full Board meetings and have the privilege of the floor.  In 2012, following inquiry by the Senate leadership, the President invited the Senate officers and Chair of the University Planning Committee to also participate on a non-voting basis in four of the Board’s now seven standing committees.  The leadership of student government organizations and representatives of Penn State staff and alumni were similarly invited to participate.  By all account, this change significantly improved the flow of communication to and improved decision making by the Board.

Consequently, the Special Committee previously recommended that faculty representation to Board committees should be expanded and codified as follows:

Recommendation 20:  A full-time, tenured faculty member should be elected by the Senate to serve as a non-voting representative on each of the six Board standing committees, including Legal and Compliance and Audit and Risk, for multi-year, staggered terms.

The Board subsequently amended its Standing Orders to allow for continued representation by faculty and others, and although they are different than those recommended by the Senate, the changes are a significant step toward greater communication and transparency in governance and should be applauded.

Standing Order VII (9) (a) “Visitors to the Meetings”:

The Chair of the Board of Trustees or the President of the University shall be authorized to invite non-voting faculty representatives, non-voting student representatives or other constituent representatives to attend and participate in the meetings of standing committees, subcommittees and of special committees, except executive sessions. The representatives shall be selected by the Chair of the Board of Trustees in such manner as he/she deems appropriate.

Standing Order VIII (3) (c) “Communication with the Board”:

Official faculty communication to the Board of Trustees shall be made through the President and through faculty participation on the standing committees.

Currently, the Senate Chair is invited to attend the Committee on Finance, Business and Capital Planning; the Chair-Elect to Academic Affairs and Student Life; Secretary to Outreach, Development and Community Relations; and Chair of the Senate’s University Planning Committee to Governance and Long-Range Planning.  These committee assignments have been made by custom and are not codified.  Consequently, there is an opportunity for the Senate to work with the Board to better match the skill sets of the individual faculty representatives with the portfolios of the committees to which they are assigned.

Further, the Senate has not proactively pursued the recommendation for the inclusion of faculty representatives on the Legal and Compliance Committee and the Audit and Risk Committee.  In contrast, as a result of determined efforts by student government leaders, students successfully secured representation on those two committees.  The Special Committee urges the Senate leadership to work with the Board Chair to ensure that the Board seriously considers the Senate’s unanimously-approved recommendation to add faculty representation to the Legal and Compliance Committee and the Audit and Risk Committee.

In its previous report, the Special Committee also suggested that the faculty representatives to Board committees should be selected for multi-year terms to ensure continuity and greater familiarity with the relevant issues and that the Senate should establish a mechanism for coordination and communication among those representatives, Senate officers, and appropriate committees, and the full body.  To the Special Committee’s knowledge, this recommendation has not been considered by the Senate and, consequently, the benefits of faculty representation on Board committees have not been maximized.

Selection Groups.    The Special Committee previously recommended (SCUG Recommendation 11.3.1&2) that faculty members should serve on the committee that nominates candidates for business and industry seats on the Board.  The intent of the recommendation was to bring an academic perspective to the nomination process and to encourage greater diversity (in both demographics and sectors reflective of the University mission) in Board membership.  At the time, the Business and Industry Trustees were the only ones selected internally and their nomination was the only effective route for reaching those goals.  However, in the interim, the Board commendably added three at-large seats in order to achieve greater diversity in its membership and flexibility in the selection process not afforded by the direct election of alumni seats and the indirect election of agricultural seats.  This also presents an even better opportunity to select new Trustees who have academic experience or expertise and a deep understanding of the University’s academic mission.  To help fulfill that promise and ensure that academic criteria are considered, faculty members (perhaps those who are already representatives to the standing committees) should be invited to participate on a non-voting basis in the deliberations of the At-Large Selection Group.

It is important to note that none of the At-Large Trustees selected to date have an academic background or come from sectors other than those that already dominate the Board membership.  Further, although the addition of At-Large Trustees somewhat alters the specifics of the Special Committee’s initial recommendation, its intent remains salient and the nomination process for Business and Industry Trustees can still benefit from greater academic input.

Selection and Assessment of the President.   In its previous report, the Special Committee recommended: “The faculty should be consulted in the selection, periodic assessment, contract renewals, and potential termination of the President (SCUG Recommendation 21).”  The Bylaws [5.09 (a) (iv) (1)] previously required the Board to consult with “representatives of the faculty” in the selection of a President but do not specify the nature of that consultation.  By all accounts, faculty were integrally involved in the most recent presidential search and contributed significantly to a successful outcome.  Representatives of the faculty participated in both screening candidates and in the final selection of the President and brought valuable academic insights to the decisions.  The Board should be applauded for recognizing the essential role of the faculty in bring an academic perspective to the presidential search process and, in building on that success, should consider codifying faculty involvement in more detail.  Further, the Special Committee noted in its previous report that it would be difficult – if not impossible – for the Board to fully know the continuing performance of the President as the leader of an academic institution without carefully consulting with the faculty who are responsible for the day-to-day implementation of the core academic mission and, therefore, recommended that such a consultation process should be established and communicated to the University community.

Board Orientation and Self-Assessment.   To foster a greater understanding of complexities of the academic institution it governs, the Board has significantly improved and expanded its orientation of incoming members and periodic refreshers for continuing members.  Further, the Board formalized an ongoing self-assessment process.  Both are positive developments and are consistent with Special Committee Recommendations 12 and 22; however, the orientations and self-assessment could benefit from rank-and-file faculty participation that could help bring the internal academic workings of the University into clearer focus.

As part of its on-going self-assessment, the Board’s Committee on Governance and Long-Range Planning has undertaken a process of drafting a list of desired skill sets, experiences, expertise and professional portfolios that should be represented – in the aggregate — on the Board in order to enhance effective governance of the University.  The list would be used by the Selection Groups in recruiting, evaluating, and nominating new trustees and thereby could assist in diversifying the demographics and professional backgrounds of Board members.  The Special Committee, of course, recommends that academic expertise and experience in higher education should be prominent on this list.

Increase Transparency and Lines of Internal Communication

In its initial report, the Special Committee expressed concern that existing Standing Orders plus another recommended in the Freeh Report (3.5.1) were potential impediments to the flow of important information to and from the Board and called for a revision of the Orders that would allow for multiple lines of communications, especially with the Faculty, and greater openness in Board deliberations (SCUG Recommendation 19).

In the intervening period, the Board has made significant strides toward greater transparency, such as opening its standing committee meetings to the public.  Three changes to the Standing Orders, in particular, have the potential to significantly improve communication with the Faculty and thereby enhance governance at Penn State:

  • A regular meeting of the University’s leadership is now mandated in “furtherance of … appropriate communication among the faulty, administration and the Board” and in direct response to a previous Senate recommendation (SCUG Recommendation 23). An amendment to the Standing Orders [VIII (3) (d)] requires that the Chair, Chair-Elect, and Secretary of the Senate; the President, Provost, and Vice President of Administration; and Chair and Vice Chair of the Board meet at least once per semester.  As best as the Special Committee can determine, such meetings – in which all of the principals of University governance regularly caucus – are unprecedented.  This new means of communication has the potential to break down governance silos and facilitate shared understanding among the participants and, to the extent that it furthers those goals, should be expanded.
  • Under a new provision of the Standing orders [VII (9) (a)], the Chair of the Board is authorized to invite non-voting representatives from the Faculty, students, and constituent groups to participate in the meetings of most standing committees. By all accounts, this change has significantly improved the flow of information to and the deliberations of the Board.  However, as discussed in the section above regarding SCUG Recommendation 19, the position of faculty representative to standing committees needs to be clarified and codified and a feedback loop to the Senate needs to be established so as to live up to its considerable potential.
  • Standing Order VIII (3) (c) was amended to add faculty participation in the meetings of standing committees as an “official” line of faculty communication with the Board. Previously, faculty could only communicate with the Board through the President.  The Special Committee believes that this new line of direct faculty communication with the Board significantly enhances governance at Penn State but also underlines the importance of clarifying and codifying the position of faculty representative.

At the same time, other Standing Orders that were recently added, revised, or currently are proposed could impede open communication, depending on how they are interpreted and applied.  The Special Committee calls attention to following expectations of Board members listed in what is now Standing Order VIII (Governance of the University):

  • “Speak openly, freely and candidly within the Board and publicly support decisions reached by the Board; it being recognized and understood that once the Board of Trustees, as the governing body of the University, makes a decision, it can be counterproductive and potentially damaging to the University for individual Trustees to publicly criticize or attempt to subvert such decision [SO VIII (1) (d) (v)].”
  • “Maintain the confidentiality of confidential information without exception; it being recognized and understood that for this purpose “confidential information” includes nonpublic information concerning the University, including its finances, operations and personnel, as well as nonpublic information about internal Board discussions and dynamics [SO VIII (1) (d) (x)].”
  • “Advocate the University’s interests, but speak for the Board or the University only when authorized to do so by the Board or the Chair; it being recognized and understood that it is important for the Board of Trustees to convey a consistent message and that, in most instances, the Chair of the Board of Trustees should serve as the spokesperson [SO VIII (1) (d) (xi).”

The Special Committee believes that the Board should be commended for several changes that have improved communication with the Faculty, students, and constituent groups and enhanced transparency in its deliberations.  The Special Committee also expresses reservations about other changes and proposed changes and reaffirms its previous Recommendation 19 encouraging the maximum possible openness in governance consistent with the best overall best interests of the University.

Considerations for Further Action

  1. The Senate Officers and other faculty representatives to Board standing committees should encourage and, as appropriate, assist the leadership of the Board of Trustees to
    1. increase academic expertise and diversity in the Board membership,
    2. expand and formalize faculty participation on Board committees,
    3. improve lines of communication and consultation with the Faculty, and
    4. otherwise enhance the governance of Penn State.
  2. The Senate should establish a mechanism for better matching the skill sets of faculty representatives to Board committees and for coordination and communication among those representatives, Senate officers, appropriate Senate committees, and the full body.
  3. The Senate should establish an ongoing process to monitor changes in the governance of the University (with particular attention to the Senate’s previous recommendations) and report to the body the academic and other implications of those changes.
  4. The governance changes mandated by the NCAA Consent Decree and Academic Integrity Agreement should be re-evaluated to determine if they currently are in the University’s best interests.

Additional Sources Consulted

American Association of University Professors (2013).  “Faculty Communication with Governing Boards: Best Practices.  https://www.aaup.org/report/faculty-communication-governing-boards-best-practices

American Council of Trustees and Alumni (2016).  “The Basics of Responsible Trusteeship.”  Institute for Effective Governance.  https://www.goacta.org/publications/the_basics_of_responsible_trusteeship

American Council of Trustees and Alumni (2014), Governance for a New Era: A Blue Print for Higher Education Trustees.  Project on Governance for a New Era. https://www.goacta.org/images/download/governance_for_a_new_era.pdf

Association of Governing Boards of Universities and Colleges (2015).  “AGB Board of Directors’ Statement on Fiduciary Duties of Governing Board Members.”

Association of Governing Boards of Universities and Colleges (2013).  “Building Public Governing Board Capacity: Suggestions and Recommendations to Governors and State Legislatures for Improving the Selection and Composition of Public College and University Board Members.”  State Policy Brief.

Barron, Eric (2015, January 29).  “On the Challenges facing Penn State University Post-Sandusky.”  Penn State News. http://news.psu.edu/story/342778/2015/01/29/administration/president-barron-challenges-facing-penn-state-university-post

Berry, Leonard L. and Seltman, Kent D. (2008).  Management Lessons from Mayo Clinic: Inside One of the World’s Most Admired Service Organizations.  New York: McGraw Hill.

Bowen, William G. and Tobin, Eugene M. (2015 ). Locus of Authority: The Evolution of Faculty Roles in the Governance of Higher Education.  Princeton, NJ: Princeton University Press.

“Cultivating Communication: Policy Recommendations” (2013).  Presidential Leadership Academy, Pennsylvania State University.

“Demand More:  Penn State Administrative Representation” (2013).  Presidential Leadership Academy, Pennsylvania State University.
Gerber, Larry G. (2014).  The Rise & Decline of Faculty Governance: Professionalization and the Modern American University.  Baltimore: Johns Hopkins University Press.

Ginsberg, Benjamin (2011).  The Fall of the Faculty: The Rise of the All-Administrative University and Why It Matters.  New York: Oxford University Press.

Hendrickson, Robert M. (2013).  Academic Leadership and Governance of Higher Education.  Sterling, VA: Stylus Publishing.

Ketchen, David J.; Snow, Charles C.; and Pope, Alice W. (2015).  “Flawed by design: Why Penn State’s recent governance reforms won’t work and what should be done instead,”  Business Horizons 58, 5-15.

Prisby, Matt; Ketchen, Sharon Ferrell; and Woodyard, Helen (2016).  “A Comparison of The Pennsylvania State University’s Governance Reforms to Auditor General Wagner’s 2012 Recommendations.”

Rothman, Stanley; Kell-Woessner, April; and Woessner, Matthew (2011).  The Still Divided
Academy: How Competing Visions of Power, Politics, and Diversity Complicate the Mission of Higher Education
.  Lanham, MD: Rowman & Littlefield.

Stripling, Jack (2016, January 24).  “Penn State’s Abuse Scandal Still Sharply Divides Its Board.”  Chronicle of Higher Education.

Yudichak, John T. (2014, August 15).  “Remarks of Senator John T. Yudichak (to the) Pennsylvania State University Board of Trustees Committee on Governance and Long-Range Planning.”  Senate of Pennyslvania.

SPECIAL COMMITTEE ON UNIVERSITY GOVERNANCE

Committee members:

(The student member of the Committee, John Yang, graduated and did not participate in drafting this follow-up report.)

  • John S. Nichols, Professor Emeritus of Communications and International Affairs, College of Communications (Committee Chair)
  • Lori J. Bechtel-Wherry, Chancellor, Penn State Altoona
  • Dawn Blasko, Associate Professor of Psychology, Penn State Erie
  • David Han, Associate Professor of Surgery and Radiology, Hershey Medical Center/College of Medicine; Academic Trustee, Penn State Board of Trustees
  • Peter Idowu, Associate Professor of Electrical Engineering, Penn State Harrisburg
  • Christine Long, IT Director, Enterprise Infrastructure and Operations, Office of the Vice President for IT
  • Richard Robinett, Professor of Physics and Associate Department Head, Eberly College of Science

Resource members:

  • Peter Moran, Assistant Dean for Policy and Planning, Planning and Institutional Research, Penn State Altoona
  • Matthew Woessner, Associate Professor of Political Science and Public Policy, Penn State Harrisburg; Chair-Elect, University Faculty Senate

Appendix A

3/12/13

SPECIAL COMMITTEE ON UNIVERSITY GOVERNANCE

Improving the Governance of Penn State, Revising the Structure of its Board of Trustees, and Furthering the Academic Mission of the University: Report and Recommendations of the Special Committee on University Governance

(Executive Summary)

In the aftermath of the events of November 2011, the Chair of the University Faculty Senate appointed the Special Committee on University Governance to study the structure and practices of the Board of Trustees and to make recommendations for improving governance and communication at Penn State. To achieve its charge, the Special Committee consulted extensively with experts, reviewed the literature on best practices in higher education, benchmarked Penn State with other institutions, interviewed a wide variety of constituent groups, and conferred frequently with the Board leadership and other interested parties.

The Special Committee concludes that there is significant opportunity for the Board of Trustees, like most higher education governing boards nationally, to gain a better understanding of the academic mission and the unique structure of the university it governs. Most Board members bring a wealth of business and government experience but do not have a commensurate level of experience in higher education or understanding of how universities advance knowledge for the benefit of society. It is important to note that there is little dispute among higher education associations and experts that this is a national problem. The key question for the Committee is how it should be remedied at Penn State.

The Special Committee also concludes that this problem cannot be easily resolved with the current structure, means of representation, and composition of the Board. The Committee believes that the existing formula of representation by which constituent groups select a certain quota of Board members is anachronistic and the Board membership should come from a greater diversity of sectors and interests reflecting the modern mission of the University. At the same time, greater emphasis should be placed on selecting Board members based on their qualifications to perform critical governance functions rather than on what groups they might represent. Further, the Board should establish minimum qualifications for membership and a transparent and widely participatory nomination or vetting process to ensure the selection of qualified Trustees.

One of the best means of ensuring that the Board understands the mission, values, unique structures and operating systems of the complex academic institution that it governs is to select members who have academic expertise and professional experience in higher education. Those members, in the opinion of the Special Committee, should include at least two current Penn State faculty members. Including internal professional trustees on governing boards of other non- profit institutions is widely considered a best practice and ensures that those boards are more fully informed and have the necessary expertise to make the best possible decisions on highly- specialized matters. Faculty representatives on governing boards, while not widespread today, are becoming increasingly common at public universities.

The Special Committee respectfully disagrees with some recent proposals that would, for example, further restrict internal academic representation on the Board, bolster a top-down, corporate style governance structure, and increase political control of the University. Such proposals are based on a misunderstanding of the time-tested concept of a university and often are at odds with the norms of higher education. There is no question that Penn State must be accountable for the state appropriations that it receives and to the public it serves, but greater political control and legislation to enact these proposals would have long-term negative consequences for the academic well-being of Penn State. In other words, while change in the governance of Penn State is needed, no change is preferable to bad change.

While it is certainly true that numerous breakdowns in communication prior to, during, and after the events of November 2011 contributed to the problems at Penn State, they were not the root cause. Similarly, while effective communication is a necessary condition of effective University governance and to restoring confidence in the leadership of the Board, it cannot be a substitute for enlightened actions. As such, the Special Committee offers numerous recommendations for improving communication that, if adopted in tandem with appropriate organizational and policy changes, may assist Penn State in responding to the recent problems. Among those recommendations are to break down governance silos and integrate internal and external stakeholders in the governance of the University and to establish multiple and alternative flows of information among the Board, faculty, students, staff, administration, alumni, and other constituencies.

The Special Committee understands that public media campaigns might improve Penn State’s public image but feels that a greater emphasis should be placed on rebuilding a shared understanding within the University community. A core principle of effective communication is that the true character of an organization is expressed by its people and that the strongest opinions about an organization are shaped by the words and deeds of its people. The Penn State faculty and staff have countless external contacts every day; therefore, how they and the rest of the University community view the institution overall, how they interpret the sad events of the past several months, and whether they understand and support the strategy for recovery and accountability will largely drive their effectiveness as ambassadors of Penn State.

Finally, effective communication can only take place in an environment of trust. Therefore, a high priority should be to rebuild trust and a shared understanding within the University community. Achieving that will be difficult – if not impossible – without developing a culture of collaboration and civility among the Board and other stakeholders dedicated to the well-being of Penn State and its important work.

Special Committee on University Governance: Lori J. Bechtel-Wherry, Dawn Blasko, Michael Dooris, David Han, Peter Idowu, A. Christine Long, Peter Moran, John S. Nichols (chair), Richard Robinett, and John Zang.


Appendix B

Disposition of Senate Recommendations for Governance Reform

(Inventory with the assistance of the Office of University Counsel)

No.Faculty Senate RecommendationsActions Taken/Current Status
1The size of the Board of Trustees should be reduced.The size of the Board was increased from 32 members to 38 members (36 voting)
2Reduce the number and proportion of Board seats allocated to agricultural societies and business and industry and, without increasing the proportion of Trustees representing all sectors, add seats representing a greater breadth of sectors and interest.The number of seats for agricultural societies and business and industry remains the same, and their proportions slightly decreased due to the larger Board. Three at-large Trustees were added allowing for greater diversity of sectors or interests in Board membership.
3Two tenured, full-time Penn State faculty members should be elected Academic Trustees at Large to the Board with the same rights, responsibilities, and term of office as Public Trustees.One Trustee -- varyingly labeled “Academic Trustee” or “Member Representing the Faculty” -- was added to the Board with the same rights, responsibilities, and term of office as other members. The guidelines proposed by the University Faculty Senate and approved by a change in the Board Bylaws did not specify that candidates must be tenured or full time.
3.1Academic Trustees at Large should be elected by the University Faculty Senate.An amendment to the Board’s Standing Orders provide that the University Faculty Senate shall recommend, in accordance with procedures and guidelines established by the Senate and approved by the Board, a preferred candidate to serve as Academic Trustee. The Senate’s preferred candidate is submitted to the Committee on Governance and Long Range Planning for approval, and then submitted to the Board of Trustees for confirmation (for approval or rejection of the preferred candidate only).
3.2One Academic Trustee should have an academic home at University Park, and the other at a campus location.Only one Academic Trustee was authorized by the revision to the Board’s Standing Orders. The University Faculty Senate’s guidelines and procedures do not specify a location of the Academic Trustee.
4The President of the University should continue to serve on the Board as an ex officio voting member.The President of the University was converted to a non-voting, ex officio member of the Board.
5A full-time student in good standing at Penn State should be selected to serve as an ex officio Student TrusteeThe Board Bylaws were amended to provide for a Student Trustee, with a two year term. The Bylaws provide that the Student Trustee shall be a full-time undergraduate, graduate or professional student in good academic standing and in a degree seeking program at the University.
5.1The Student Trustee should be selected in accordance with an appropriate internal process rather than by gubernatorial appointment. The existing process of nomination and vetting of candidates should be maintained. An amendment to the Board’s Standing Orders provide that a Selection Group composed of students shall recommend, in accordance with procedures and guidelines established by the Selection Group and approved by the Board, a preferred candidate for membership on the Board representing the students of the University. The selection group’s preferred candidate is submitted to the Board’s Committee on Governance and Long Range Planning for approval, and then submitted to the full Board for confirmation (for approval or rejection of the preferred candidate only).
5.2The number of gubernatorial appointments to the Board (of which a student Trustee has traditionally been one) should be reduced by one as the Student Trustee moves to an ex officio position.The number of gubernatorial appointments was not reduced and remains at six.
6A full-time exempt or non-exempt staff member of the University who is directly engaged by activities related to the university’s mission of teaching, research and service should serve a multiple-year term as a non-voting representative to the Board.Not implemented. The chair of the Staff Advisory Council has been invited to attend and participate in the Outreach, Development and Community Relations Committee of the Board. Such participation is not codified and is at the discretion of the Board chair. (See recommendation 20 below.)
7Political officeholders should not serve on the Board.The Governor was converted to a non-voting ex officio member. The secretaries of Agriculture, Education, and Conservation and Natural Resources were retained by voting ex officio members. The Board Bylaws now provide that a person shall not be eligible to serve as a trustee for a period of five years after the last day of such person’s employment with the Commonwealth of Pennsylvania as Governor, Lieutenant Governor, Attorney General, Auditor General or Treasurer.
8If the University Faculty Senate concludes that legislation regarding Penn State’s governance might undermine the academic mission of the University and its institutional autonomy, the Senate should work in cooperation with Office of Governmental Affairs to make its concerns public.The Senate leadership has been consulted by Penn State’s Office of Governmental Affairs and offered comments regarding proposed legislation to change the governance structure of the University.
9The Board of Trustees should establish specific qualifications for membership commensurate with the stated responsibilities and expectations of Trustee.“Qualifications for Membership” on the Board, as set forth in its Bylaws, have not been amended to include affirmative qualifications that are either necessary or preferred for trustees to fulfill their governance responsibilities. However, the Governance and Long Range Planning Committee of the Board recently has undertaken a process to list desired skill sets, professional backgrounds, demographics, and expertise of the Board. The list may be used in guiding the selection of new members and “to enhance breadth of perspectives and governance practices” of the Board.
9.1Preferred qualifications should include, at minimum, experience in and understanding of academic institutions, record of public service, and commitment to higher education.See 9 above. “Qualifications for Membership” on the Board do not provide for these types of qualitative preferences; however, nominating groups and the full Board may take these qualifications into consideration in connection with their selection processes under their purview.
9.2A list of preferred qualifications for Board membership should be publicly accessible.There is no published list of preferred qualifications.
10The combination of methods for selecting Board members (gubernatorial appointments, direct election, indirect election, self-perpetuating) should be maintained as modified by other recommendations elsewhere in this report.The combination of selection methods was substantially retained, although the proportion of seats internally selected by the Board has increased.
11All four methods of selection to the Board should include a transparent and widely participatory nomination or vetting process.The processes for selecting and vetting potential candidates for Board membership vary among the selection groups and are generally confidential for those under direct Board control, i.e. Business and Industry and At-Large trustees. Significant changes were made in the procedures for selecting trustees representing alumni and agricultural societies, but the results were mixed in improving transparency, participation, and vetting. There were no changes in the gubernatorial appointment process, and it remained confidential.
11.1A nonpartisan statewide merit selection board should be established to nominate qualified candidates to serve on the Penn State Board (and perhaps boards of other state-related universities) for possible gubernatorial appointment and legislative confirmation.Not adopted or considered.
11.2Qualifications for alumni elected trustees should also include, at minimum, experience in and understanding of academic institutions, record of public service, and commitment to higher education.There are no qualitative criteria to be elected an Alumni Trustee.
11.3The Board should establish a nominating committee to develop a slate of qualified candidates for election to Business and Industry seats.A Board Selection Group, which nominates candidates for Business and Industry Trustees, was codified in the Bylaws and Standing Orders. The Selection Group is appointed by the Chair and is composed of three Business and Industry Trustees and those from other sectors. Any trustee may nominate for consideration by the selection group, but the vetting and selection process remains confidential. The full Board confirms candidates nominated by the Selection Group.
11.3.1At least two faculty members (selected by the University Faculty Senate) should serve on the nominating committee.The Selection Group for the nomination of Business and Industry Trustees is composed solely of trustees appointed by the Chair of the Board, and no faculty were invited to participate in the selection/nomination process.
11.3.2Candidates representing other sectors potentially added to the future (e.g., Arts/Humanities and Science) should be nominated by this committee and selected in accordance with this self-perpetuating process.The Bylaws and Standing Orders were amended to add three At-Large Trustees to the Board. This change provides a mechanism by which the Board can add trustees from such other sectors and diversify its membership. A five-member Selection Group is appointed by the chair. One of the group must be either the Student Trustee, Academic Trustee, Past President of the Alumni Association, or an At-Large Trustee. Any trustee may nominate candidates for consideration, but the vetting and selection process remains confidential. The full Board confirms the candidate selected by the group. However, the addition of At-Large Trustees and a codified selection process did not result in any new Board members from academe or with credentials in the arts, sciences, humanities, or other fields reflective of the diversity of the University. Those selected appeared to fit the professional mold of previous iterations of the Board.
12New Board members should receive orientations that foster an understanding of the complexities of the academic institution they govern, and continuing members should receive periodic refreshers.The orientation of new Board members has been substantially upgraded. The most recent version was a day and a half of presentations by the top academic and non-academic administrators of the University. Continuing Board members periodically receive training on matters such as Clery Act compliance, NCAA matters, fiduciary duty, and other topics, and the full Board recently has heard presentations on the promotion and tenure process and the shared governance.
12.1There should be significant faculty input in such orientations.Rank-and-file faculty have not been invited to participate in orientations.
13Faculty members should receive orientations that foster an understanding of institutional governance and the responsibilities of the Board.This recommendation was neither considered nor implemented.
14The Board should consider expanding its travel to and interactions with campuses other than University Park.The Board currently meets six times per year, with one meeting each held at the Hershey Medical Center and a Commonwealth Campus. Individual trustees do visit other campus locations on an ad hoc basis, but there is no inventory of the extent of such visits.
15Committees of the Board, committees of the Senate, and administrative offices should be better aligned to facilitate collaboration and communication among the three primary stakeholders in the governance of the University.Although the Special Committee continues to believe that this “blue sky” structural reform would improve the governance of the University, it recognizes that serious consideration is unlikely because it would be very difficult to implement, especially in the current challenging governance environment.
16Penn State’s communication strategy should place greater emphasis on rebuilding a shared understanding within the University community and preparing the faculty and staff to communicate externally.
16.1There should be a greater reliance on talent within the University in responding to the problem.
17The strategy and value of the external public relations consultants should be evaluated and the results of the assessment should be made public.
17.1The activities of the external public relations consultants should be coordinated with the internal activities of University Relations to ensure that such outside consultants are in tune with the academic mission and truly understand the University
18An internal task force (including legal experts) should be formed to study the academic implications of applying the Right-to-Know Law to Penn State, and its finding should be the basis of a University-wide discussion that would better inform decision-makers about this complicated issue.An administrative working group has been closely following proposed legislative changes to the Pennsylvania Right to Know Law. A wider process to study the academic implications of proposed changes has not been undertaken.
19Standing Order IX should be revised to allow multiple lines of communication with the faculty and encourage greater openness in Board deliberations.Depending on how they are interpreted and applied, some recent changes to key sections of what is now Standing Order VIII “Governance of the University” could reduce transparency of Board deliberations and further restrict lines of communication within the University and with the public it serves. Other changes to the Standing Orders, such as inviting non-voting representatives of the faculty and student body to participate in most standing committees, facilitate transparency and more open communication.
20A full-time, tenured faculty member should be elected by the Senate to serve as a non-voting representative on each of the six Board standing committees, including Legal and Compliance and Audit and Risk, for multi-year, staggered terms.The Standing Orders were amended to authorize the Board Chair to “invite non-voting faculty representatives, non-voting student representatives or other constituent representatives to attend and participate” in meetings of most standing committees. Currently, the Senate Chair, Chair-Elect, Secretary, and Chair of the University Planning Committee have been invited to participate in meetings of standing committees, excluding Legal and Compliance, Compensation, and Audit and Risk. Other “constituent representatives” invited to similarly participate are the President and Vice President of the University Park Undergraduate Association, Council of Commonwealth Student Governments, Graduate and Professional Student Association; Chair and Immediate Past Chair of the Staff Advisory Council; and President of the Alumni Association. Responding to a proposal from the student government groups, the Board Chair recently invited student representatives to expand their participation to the Legal and Compliance and Audit and Risk committees. A similar invitation was not extended to faculty representatives.
21The faculty should be consulted in the selection, periodic assessment, contract renewals, and potential termination of the President.Members of the faculty were integrally involved in both the screening and selection process for the new President. By all accounts, the faculty were allowed to and did make meaningful contributions that brought an academic perspective to the deliberations. The process by which faculty were involved in the presidential search and selection has not been codified, nor has the faculty been involved in the periodic assessment of a President.
22The Board should formalize its self-assessment process to include faculty participation and ensure that an academic perspective is considered.The Board has undertaken a self-assessment process. For its recent governance seminar, the Board utilized outside consultants rather than internal faculty participation.
23A standing Joint Committee on University Governance should be established to assess on an ongoing basis the governance of the University, to facilitate communication among institutional stakeholders, and to make recommendations to the appropriate bodies for improving policies and procedures.The Standing Orders were amended to mandate meetings at least once per semester attended by the Chair and Vice Chair of the Board, President, Provost, Vice President for Administration, Chair, Chair-Elect, and Secretary of the Senate. The purpose of the meetings is to further appropriate communication among the University leadership.