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Baylor regents to vote on governance reforms next month

Baylor regents to vote on governance reforms next month

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Baylor University regents will vote next month on a set of bylaw amendments meant to rebuild trust in the school’s fractured community.

The proposals, which include new voting privileges for regents representing specific groups, an expanded website with information on the board and a rigorous selection process for regents, do not include a measure to open board meetings to the public, for which a prominent group of alumni is pushing.

The proposed amendments are based on a 30-page report by a governance review task force of three regents and three non-regents. The task force started its work in November and, from the outset, acknowledged a perception of micromanagement and secrecy by the board, according to the report.

Greg Brenneman, the non-regent task force leader, said unfettered access and independence from the board were key to the review. He has never met board Chairman Ron Murff, Brenneman said.

The group’s goal was to make Baylor’s board as good as it can be, he said.

“What would be necessary, in our mind with our experience and the work that we did in looking at other universities, to take Baylor from where it was to the best it could be, to really state-of-the-art in the U.S. in terms of governance of universities?” said Brenneman, executive chairman of CCMP Capital, and former CEO of Quiznos Sub Sandwich Restaurants and of Burger King Corp. He also serves on the boards of other major companies.

Regents Bob Beauchamp, Jerry Clements and Larry Heard and nonregents Doug Bech and Paul Foster round out the task force. Foster is chair of Western Refining, a former University of Texas System regent and gave the lead donation for Baylor’s year-old business facility. Bech is CEO and owner of Raintree Resorts International and serves on other corporate boards.

In its report, the group recommends granting voting privileges to regents representing faculty, the Bear Foundation and the “B” Association. A second, voting faculty representative also would be added to the board under the proposed change.

“It has been a request and part of our conversations with the Faculty Senate that we consider, from their perspective, doing something like what was recommended in the task force report,” Murff said. “It’s something that I think is a good idea, and we’ll visit with the full board about it. It is another way to make sure we are properly including and recognizing the importance of the faculty.”

Each of those roles would serve standard regent terms: three-year terms with a limit of three consecutive terms. A regent must then sit out for at least one year before attempting to rejoin the board.

The board also would operate with three vice chairs instead of one, expand the roles of regents emeriti, bolster regent performance assessments, grow the executive committee to between 10 and 15 regents and restructure other committees.

Information about the changes, according to the report, would be published on a revamped board website, along with a board calendar, meeting agendas, meeting minutes, committee memberships, regent biographies and the dates of regents’ terms.

But the proposed changes are not enough, said John Eddie Williams, a Houston lawyer and prominent member of “Bears for Leadership Reform,” a group of high-profile alumni and donors that has publicly criticized the board’s structure and decision-making.

“The board seems to be full of people that, for whatever reason, believe that secrecy is the way to run things and that we should always just trust them to do the right thing, and I think history has shown that we should not trust them to do the right thing,” Williams said. “We certainly need transparency. This is a long way from transparency.”

Williams said he takes strong issue with the task force recommendation to keep board meetings behind closed doors.

Cathy Trower, a board governance expert Baylor regents first consulted with in 2011, said open meetings would undo advantages private universities gain by governing in private.

Public institutions, all of which require open board meetings, often see governance problems because regents feel as though they cannot speak candidly in open meetings, Trower said.

“Those meetings tend to be watered down,” she said. “They tend to be formulaic, and they tend to not really get into major issues. How can you govern on the big, tough issues if you can’t say what you really think because of how it might be taken out of context? ... The downsides of open meetings far outweigh the upsides of governing in public. It’s just too challenging.”

Murff said closed meetings are standard practice for private institutions.

Those practices should not deter Baylor regents, Williams said.

‘Setting the example’

“We need to be leading and not following,” Williams said. “We should be setting the example for the way things should be done and we should learn from our mistakes. I’ve never heard anybody make a valid argument as to why the university has to be governed behind closed doors in secret meetings.”

Trower said the board has been open to self-assessment, self-analysis and growth.

“I commend Baylor, actually this board, for the actions it has taken for the transparency that they are putting into place around this, with the website that explains everything they’re doing, documentation of just about everything, including this latest task force report governance review,” said Trower, who has worked with colleges and universities, hospitals and health care systems and more.

The task force recommendations also include creating a regent selection task force composed of governance committee members and nonregents. At least half of the task force members should not be regents, and the group would include the university president and a senior vice president.

This practice should prevent the board from being self-perpetuating, Trower said.

“The best boards are doing what Baylor is doing,” she said. “Keeping that focus on ‘What’s the skill set we need, what’s the diversity that we want, what’s the remedy to be most representative of the community that we can possibly be so we’re ensuring that we bring all of that to the table when the board does meet?’ ”

Williams has said some regents have hoarded power and marginalized other regents.

Murff said some of the recommendations address that concern, but he is not aware of marginalization within the board.

“Certainly, we always have to make sure we’re including everyone and making sure everyone is a part, and I think we do a good job of that,” Murff said. “But we always need to be mindful.”

Bears for Leadership Reform, with a board including Temple billionaire Drayton McLane, former Texas Gov. Mark White and three other former regents, was formed in the wake of a sexual assault scandal that rocked Baylor.

In May, regents fired Ken Starr as president and Art Briles as head football coach. Ian McCaw later resigned as athletics director. The university faces four Title IX lawsuits, and Briles has sued three regents and an administrator. Fired athletics staffer Tom Hill also sued Philadelphia law firm Pepper Hamilton LLP, which conducted a nine-month investigation that found a campuswide “fundamental failure” in Title IX implementation.

“Our regents can benefit from hearing from the Baylor family,” Williams said. “Right now, decisions are in secret. The information that the regents had, whatever facts they think they have, are all secretive, and guess what. They may be wrong. If they open the process up, people can have meaningful input.”

Williams said he is unimpressed by a task force recommendation for regents to hold annual events for past regents and other prominent alumni to interact and learn more about the board and a recommendation for more frequent informal meetings between regents and Baylor constituents.

Though the task force started work in November, Brenneman said many of the recommendations align with governance demands Bears for Leadership Reform made Wednesday.

“What we have in here is just a much more thoughtful way to do it, actually for a whole bunch of reasons,” Brenneman said. “I don’t hold that against what they recommended. We spent a lot of time going through what other people did and looking at best practices, so we had the advantage of having done that in making these recommendations. I really do believe these recommendations will serve Baylor well. I hope the board implements them all.”

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