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Trustees adopt governance committee proposals

The CWRU Board of Trustees has adopted the recommendations of an 18-member Committee on Board Governance-the culmination of a year-long review of the board's structure and its governance policies.

At its October meeting, the board also elected four new trustees: S. Andrew Banks, Joie A. Gregor, Harold D. McRae and Ferid Murad.

The Board Governance Committee's recommendations address many individual areas of the Board's functioning. Among the recommendations adopted are these:

  • Strengthened links and improved mechanisms for communication between the President and Board leadership.
  • Heightened emphasis on the Board performing fiduciary rather than executive functions.
  • A smaller Board Executive Committee.
  • A streamlined array of Board Committees, with three fewer committees.
  • Term limits for trustees of not more than two consecutive four-year terms; a mandatory retirement age of 72 for trustees.
  • Renewed sensitivity to disclosure and appropriate management of trustee conflicts of interest.
  • Regular orientation of new trustees and evaluation of current trustees' performance.
  • Outreach to identify a diverse array of exceptionally able new trustees in coming years.

"I congratulate the committee on board governance on its intensive work and its commitment to ensuring that this board functions in the most thoughtful, up-to-date way," said Board Chair Charles P. Bolton, chairman of Brittany Corporation, who was elected chairman in the summer of 2001.

The committee on board governance, which was appointed in July 2001, collected and analyzed extensive data on board policies and practices at CWRU and other leading universities around the country and consulted a range of present and former University officials and others. The committee and its four subcommittees (on the executive committee, other board committees, board-administration relations and board composition) met 12 times in the course of its review.

The full board held a special meeting in August to review the committee's work and its draft recommendations. The committee then finalized and presented its report and recommendations to the board at its October 5 meeting.

"The outstanding efforts of this board in examining its approach to governance will help the University move forward to a remarkable future," said University President Edward M. Hundert. "By adopting these reforms, the board has shown us that leadership is about setting high standards and then putting those standards into practice."

Trustee George N. Aronoff, chairman of Benesch, Friedlander, Coplan & Aronoff LLP, chaired the committee on board governance. Frank N. Linsalata, vice chair of the University's Board of Trustees and chairman of Linsalata Capital Partners, served as committee vice chair.

"I have been impressed throughout the governance committee's work by the trustees' deep commitment to the continuous improvement of this institution," Aronoff said. "We have a great new president in Edward Hundert, and we aim to give him the energetic support that his extraordinary vision for the University will require.

The actions the board has taken are consistent with best practices in the field of fiduciary leadership in higher education. We are confident that we have strengthened the foundation for an exceptionally bright future for the University."

The University's board of trustees is the principal governing body of the institution, with responsibility for overseeing and approving policies, major plans and projects, and management of assets and property; appointing the president; and authorizing appointments of other senior officers and faculty members. The president serves as a voting member of the Board of Trustees.

 

 

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This page last updated on: Thursday, 02-Dec-2004 12:27:21 EST