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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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