Smithsonian Institution: Board of Regents Has Implemented Many Governance Reforms, but Ensuring Accountability and Oversight Will Require Ongoing Action

In May 2008, we found that reforms related to enhancing the Board of Regents' relationships with important stakeholders remained under consideration and did not include mechanisms by which the Board of Regents could receive and consider unfiltered information from these stakeholders on a regular basis. We therefore recommended that the Board of Regents develop formal mechanisms to ensure consideration of and response to stakeholders' concerns. The Board of Regents has held two public forums and developed a formal mechanism by which comments received from these forums were considered and addressed. Additionally, the Chair of the Board of Regents now emails the chairs of the 30 Smithsonian advisory boards with quarterly reports describing significant activities of the Board of Regents and encouraging them to raise issues with her. In response to GAO's recommendation, at the April 12, 2010 meeting of the Board, the Board voted to revise the statement of the duties and responsibility of the Chair of the Board of Regents to include a responsibility to continue regular communications with advisory boards and other stakeholders. These actions have created more opportunities for exchanges of ideas and will help to ensure that issues and problems that may arise are brought to the Board's attention, thus making the Board better able to exercise its oversight functions.

In May 2008, we found that the Board of Regents was addressing its need for additional expertise by increasing the use of nonregents on committees; however, the Board lacked a formal process for identifiying and selecting nonregents, and there was little transparency in how they were to be used or evaluated. We therefore recommended that the Board clarify and make public its process for selection and its policies regarding nonregents' roles, expectations, and performance. The Board has developed and posted on its web site the process used to recruit and select the eight additional nonregents that have been added to the Board of Regents' committees since our May 2008 report. The eight nonregents were recruited specifically from the various Smithsonian advisory boards and were vetted by the Secretary, the unit directors and advisory board chairs, the Board committee chairs, as well as the Chair of the Board of Regents and the Governance and Nominating Committee. The criteria for selecting these nonregents were based on their expertise relative to their committee's oversight responsibilities. At the April 12, 2010 Board of Regents meeting, the Board voted to amend its bylaws to reflect its policies regarding the appointment of nonregents and to clarify that the duties and responsibilities of nonregents will be defined by the committee charters and subject to review and, as appropriate, approval by the Regents. Nonregents will be considered "full and equal members" on the Regents' committees and will be subject to Regents' Ethics Guidelines and financial disclosure obligations. The Board's actions have strengthened its governance reform efforts by providing more transparency to the public and to the Congress on how the Board uses nonregents on its committees.

In May 2008, we reported that the Board of Regents has no authority to remove regents for cause, such as persistent neglect of duties during a regent's term. We found that other organizations can remove board members whose performance is inadequate or not up to expectations, and that a key challenge for the Board of Regents would be how to hold all regents accountable for individual performance. We therefore recommended that the Board of Regents evaluate actions it could take in the case of neglect of regent duties. In response to our recommendation, the Board's staff evaluated actions the Board could take, and the Governance Committee modified and accepted the staff's proposal to 1) the initial counseling be provided by the Chair of the Governance Committee in conjunction with the board annual self-assessment, and by the Chair of the Board if necessary, and 2) should such counseling fail to result in improvement, the matter will be referred to the full Board for appropriate action. With such policies in place, the Board creates leverage to police itself and provides for a course of action to hold all regents accountable for individual performance.

In May 2008, we reported that the Board of Regents had no mechanism planned to evaluate the implementation and effectiveness of the governance reforms after enough time had passed for the Smithsonian to operate in a fully reformed environment. We concluded that given the extent and pace of changes occurring at the Smithsonian, it was likely that many governance reforms would not be completely implemented for some time, and the effectiveness of some reforms would only be evident over a longer period of implementation. We recommended that the Board of Regents conduct such an evaluation after suitable time has passed. At the July meeting of the Governance and Nominating Committee, the Committee agreed upon a framework to conduct an efficient and meaningful review and the staff agree to prepare a report to synthesize governance progress. This report was prepared and provides updates and assessments of all actions taken to improve governance to date. The Board is committed to conducting a review every three years of the implementation and efficacy of its governance reforms. Completing these assessments creates assurance that governance reforms have been implemented and that continuous attention is put on the quality of governance at the Smithsonian, which will help the Board to effectively exercise its oversight functions and thereby help to ensure that the Board can address issues and problems that may arise.